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Exhibit
10.14
THE NASDAQ STOCK MARKET,
INC.
PERFORMANCE SHARE UNIT
AGREEMENT
This PERFORMANCE SHARE UNIT
AGREEMENT (this “ Agreement ”) between The
Nasdaq Stock Market, Inc., a Delaware corporation (the “
Company ”), and Robert Greifeld (the “
Grantee ”) memorializes: (i) the grant of
performance share units previously made to the Grantee pursuant to
the terms of that certain Amended and Restated Employment Agreement
by and between the Company and the Grantee, effective as of
January 1, 2007 (the “ Employment Agreement
”) and (ii) the approval by the Management Compensation
Committee of the Board of Directors of the Company (the “
Committee ”) on March 30, 2007 of the performance
goal with respect to such performance share units.
RECITALS:
The Company has adopted The
Nasdaq Stock Market, Inc. Equity Incentive Plan (the “
Plan ”), which Plan is incorporated herein by
reference and made a part of this Agreement. The Plan in relevant
part provides for the issuance of stock-based awards that are
subject to the attainment of performance goals as established by
the Committee.
The Committee has determined
that it is in the best interests of the Company and its
stockholders to grant the performance share units provided for
herein to the Grantee pursuant to the Plan and under the terms set
forth herein as an increased incentive for the Grantee to
contribute to the Company’s future success and
prosperity.
Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in
the Plan or the Employment Agreement, as the case may
be.
NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the
parties hereto agree as follows:
1. Grant of
Performance-Based Award . The Company hereby grants to the
Grantee 80,000 performance share units (the “ Performance
Share Units ”), which Performance Share Units shall
entitle the Grantee to receive up to 120,000 Shares (or a lesser
number of Shares, or no Shares whatsoever), all in accordance with
the terms and conditions set forth herein. Shares corresponding to
the Performance Share Units granted herein are in all events to be
delivered to the Grantee only after the Grantee has become vested
in the Performance Share Units pursuant to Section 4,
below.
2. Performance Period
. For purposes of this Agreement, the term “ Performance
Period ” shall be the period commencing on
January 1, 2007 and ending on December 31,
2009.
3. Performance Goal .
The Performance Goal is set out in Appendix A hereto, which
Appendix A is incorporated by reference herein and made a part
hereof. Depending upon the extent, if any, to which the Performance
Goal has been achieved, and subject to compliance with the
requirements of Section 4, each Performance Share Unit shall
entitled the Grantee to receive upon completion of the Performance
Period between 0 and 1.5 Shares. The Committee shall, as soon as
practicable following the last day of the Performance Period,
certify (i) the extent,
if any, to which, in accordance with
Appendix A, the Performance Goal has been achieved with respect to
the Performance Period and (ii) the number of whole and/or
partial Shares, if any, which, subject to compliance with the
requirements of Section 4, the Grantee shall be entitled to
receive with respect to each Performance Share Unit (with such
number of whole and/or partial Shares being hereafter referred to
as the “ Share Delivery Factor ”). Such
certification shall be final, conclusive and binding on the
Grantee, and on all other persons, to the maximum extent permitted
by law.
4. Vesting of Performance
Share Units . The Performance Share Units are subject to
forfeiture to the Company until they become nonforfeitable in
accordance with this Section 4. Subject to the provisions of
Section 6, the risk of forfeiture will lapse on all
Performance Share Units, and all Performance Share Units shall
thereupon become vested, upon the completion of the Performance
Period.
5. Delivery of Stock
Certificates . A certificate in the number of whole Shares (if
any) equal to the product of (i) the number of vested
Performance Share Units multiplied by (ii) the Share Delivery
Factor (with such product rounded up to the next whole number)
shall be registered in the name of the Grantee and delivered to the
Grantee or the Grantee’s legal representative not later than
30 days following the aforementioned certification by the
Committee, but in no event later than the June 30
th
that immediately follows the
completion of the Performance Period, provided that the Grantee has
otherwise complied with the requirements of
Section 13.
6. Termination of
Employment .
(a) In the event that
(1) the Company terminates the Grantee’s employment with
the Company for Cause or (2) the Grantee terminates his
employment with the Company without Good Reason, all Performance
Share Units which have not as of the Date of Termination become
vested shall be cancelled and forfeited, effective as of the Date
of Termination, without further consideration to the
Grantee.
(b) In the event that
(1) the Company terminates the Grantee’s employment with
the Company without Cause, (2) the Grantee terminates his
employment with the Company for Good Reason, (3) the
Grantee’s employment with the Company terminates by reason of
death, Permanent Disability or Retirement, or (4) the
Grantee’s employment with the Company terminates by reason of
the delivery of a Non-Renewal Notice by either the Company or the
Grantee, all Performance Share Units shall become vested in
accordance with the provisions of Section 4 as if the
Grantee’s employment had not terminated; provided,
however , that in the event the Grantee breaches any of his
obligations under Section 9 or 10 of the Employment Agreement,
any unvested Performance Share Units or vested Performance Share
Units for which Share certificates have not yet been delivered
shall be deemed cancelled and forfeited without further
consideration to the Grantee.
7. Repayment;
Recalculation of Number of Shares to be Delivered . If the
Company, for any reason, downwardly restates its financial results
with respect to the fiscal year of the Company ending
December 31, 2006 or the fiscal year of the Company ending
December 31, 2009, the Committee, in its sole discretion, may,
to the extent permitted by law and to the
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extent it determines in its sole
judgment that it is in the best interests of the Company to do so,
redetermine (i) the extent, if any, to which, in accordance
with Appendix A, and based upon such restated financial results,
the Performance Goal has been achieved with respect to the
Performance Period and (ii) the number of whole and partial
Shares, if any, which, subject to compliance with the requirements
of Section 4, the Grantee shall thereupon be (or shall have
been, as the case may be) entitled to receive with respect to each
Performance Share Unit (with such number of whole or partial Shares
being hereafter referred to as the “ Revised Share
Delivery Factor ”). If the Committee in fact takes such
action, (i) in the event that Shares have not yet been
delivered to the Grantee pursuant to the provisions of
Section 5, the number of Shares to be delivered shall instead
be determined based upon the Revised Share Delivery Factor and
(ii) in the event that Shares have already been delivered, the
Committee shall require the repayment by the Grantee to the Company
of that number of S
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