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Exhibit
10.6
THE NASDAQ STOCK MARKET,
INC.
RESTRICTED STOCK AWARD
AGREEMENT
RESTRICTED STOCK AWARD
AGREEMENT (the “Agreement”) dated as of [DATE OF GRANT]
(the “Date of Grant”), between The Nasdaq Stock Market,
Inc., a Delaware corporation (the “Company”), and
[NAME] (the “Participant”):
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. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the
Plan.
The Committee has determined
that it is in the best interests of the Company and its
shareholders to grant the restricted stock award provided for
herein to the Participant pursuant to the Plan and the terms set
forth herein as an increased incentive for the Participant to
contribute to the Company’s future success and
prosperity.
NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the
parties hereto agree as follows:
1. Grant of the Restricted
Shares.
(a) The Company hereby grants
to the Participant an Award (the “Award”) of [NUMBER OF
SHARES] Shares of restricted stock (the “Restricted
Shares”), subject to the terms and conditions set forth in
this Agreement and the Plan. Subject to Section 3 hereof, the
Restricted Shares shall be registered in the name of the
Participant on the stock transfer books of the Company. However,
any certificates issued with respect to Restricted Shares shall be
held by the Company in escrow under the terms hereof, provided,
that, unless the Company determines otherwise, no such certificates
shall be issued prior to the date determined under
Section 6(b) hereof. Any such certificates shall bear the
legend set forth in Section 1(b) below or such other
appropriate legend as the Committee shall determine, which legend
shall be removed only on and after the date determined under
Section 6(b) and if and when the Restricted Shares have become
vested Restricted Shares (as defined in Section 2(a) hereof).
As a condition to the issuance of Shares pursuant to this Award,
the Participant shall deliver to the Company stock powers
substantially in the form annexed hereto as Exhibit A duly endorsed
in blank. The Participant shall be entitled to vote all Restricted
Shares, and shall be entitled to receive, free of all restrictions,
ordinary cash dividends and dividends in the form of Shares thereon
if any. The Participant’s right to receive any extraordinary
dividends or other distributions with respect to Restricted Shares
prior to their becoming vested Restricted Shares shall be at the
sole discretion of the Committee, but in the event of any such
extraordinary dividends or distributions are paid to the holders of
Company Shares, the Committee shall take such action as may be
appropriate to preserve the value of, and prevent the unintended
enhancement of the value of, the Restricted Shares.
(b) Unless otherwise
determined by the Committee, any certificate issued in respect of
the Restricted Shares shall bear the following legend:
“This certificate and
the shares of stock represented hereby are subject to the terms and
conditions, including forfeiture provisions and restrictions
against transfer (the “Restrictions”), contained in The
Nasdaq Stock Market, Inc. Equity Incentive Plan and an agreement
entered into between the registered owner and The Nasdaq Stock
Market, Inc. Any attempt to dispose of these shares in
contravention of the applicable restrictions, including by way of
sale, assignment, transfer, pledge, hypothecation or otherwise,
shall be null, void and without effect.”
2. Vesting
.
(a) Except as otherwise
provided in this Section 2 and Sections 3 and 4 hereof, and
contingent upon the Participant’s continued employment with
the Company, [VESTING SCHEDULE]. Any Restricted Shares that have
become vested shall be referred to hereunder as “vested
Restricted Shares.”
(b) Notwithstanding any other
provision of the Plan or this Agreement to the contrary, Restricted
Shares (whether or not then vested) may not be transferred,
assigned or otherwise encumbered other than in accordance with the
applicable provisions of Section 6 hereof, prior to the
completion of any registration or qualification of the Shares under
applicable state and federal securities or other laws, or under any
ruling or regulation of any government body, national securities
exchange, or inter-dealer market system that the Committee shall in
its sole discretion determine to be necessary or
advisable.
3. Termination of
Employment .
(a) If (i) the Company
terminates the Participant’s employment with the Company for
Cause or (ii) the Participant voluntarily terminates his
employment, all Restricted Shares which have not as of the date of
such termination become vested Restricted Shares shall be canceled
and forfeited effective as of the date of such termination without
further consideration to the Participant.
(b) If the
Participant’s employment with the Company terminates by
reason of death or Retirement, all Restricted Shares that would
have become vested on or before the first anniversary of the date
of such termination (had the Participant continued in the employ of
the Company) shall vest on the date of such termination and the
remaining unvested Restricted Shares shall be canceled and
forfeited without further consideration to the
Participant.
(c) This Section 3(c)
applies if the Participant is determined by the insurance carrier
under the Company’s then current long-term disability plan to
be entitled to receive benefits under such plan. For purposes of
this Section 3(c), the “Vesting Acceleration Date”
is the later of (i) the first day of the period for which the
Participant is paid such benefits or (ii) the date on which
the insurance carrier notifies the Company of such determination;
and the “First Anniversary” is the date which is the
one year anniversary of the Vesting Acceleration Date. If the
Participant is determined by such insurance carrier to be entitled
to receive such long-term disability benefits, (i) all
Restricted Shares that would have become vested on or before the
First Anniversary shall vest on the Vesting Acceleration Date and
(ii) the remaining unvested
-2-
Restricted Shares shall, except as
provided in the following sentence, be canceled and forfeited
without further consideration to the Participant on the First
Anniversary. Notwithstanding the foregoing provisions of this
Section&nb
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