common stock on the date of the grant. Equity awards are non-transferable and must be issued to the Director.
•Any grants of equity under this policy shall be exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
•Equity awards will vest 100% one (1) year from the date of the grant. Equity awards will also vest upon the scheduled expiration of a Director’s term, if such term is not renewed.
•Upon a Director’s resignation (other than for death or disability) prior to the end of the Director’s term, unvested equity awards will be forfeited.
•Upon termination of a Director for “Misconduct,” all unvested equity awards will be forfeited without further consideration to the Director.
•Upon termination of a Director on account of his death or disability, unvested equity awards will vest.
•Shortly after vesting, vested shares will appear in the Director’s account at E*Trade. To view this information, a Director may log directly onto his or her online E*Trade account at https://us.etrade.com/e/t/user/login_sp. Additionally, a Director may contact E*Trade’s Executive Services Team at 1.972.218.0187 or via email at email@example.com
Equity Agreements, Share Restrictions & Voting Rights
•Equity awards will be evidenced by an Equity Award Agreement to be entered into with each Director.
•Once vested, shares will be freely tradeable. Nasdaq does not have a repurchase right or obligation.
•Trading in Nasdaq shares, however, is subject to the Director and Executive Officers Trading Policy and to any contractual restrictions on transfer, such as lock- up agreements, that may be applicable.
Reporting and Disclosure
•SEC Form 4s (Change in Beneficial Ownership) must be filed by each Director with the SEC within 2 business days of equity grants. The Director may request Nasdaq’s assistance with the preparation and filing of Form 4s and other Section 16 reports by providing a completed Power of Attorney and CIK/CCC Code, if the Director has a CIK/CCC Code currently assigned.
•Equity will be reflected as stock owned by Directors, if required, in the Beneficial Ownership Table of the
Nasdaq Proxy and will be disclosed under the general Director Compensation section of the Proxy.
Stock Ownership Guidelines For Directors
•Stock ownership guidelines for Directors of Nasdaq are as follows.
|Value of Shares Owned|
Chairman of the Board
6x Annual Board Chairman Equity Grant
All Other Directors
|2x Annual Director Equity Grant|
•New Directors are expected to meet the applicable level of ownership within four years of their election to the Board of Directors.
•The value of shares owned will be calculated based upon Nasdaq’s average closing common stock price for a 90 day period prior to the date on which the Director is expected to meet the applicable level of stock ownership.
•Shares that count toward meeting the stock ownership guidelines include:
•Shares owned outright (e.g., shares obtained upon option exercise, shares purchased in the open market, etc.)
•Shared ownership (e.g., shares owned or held in trust by immediate family)
•Vested and unvested restricted shares
•Shares that do not count toward meeting the stock ownership guidelines:
•Vested stock options
•Unvested stock options
•Once an applicable guideline threshold has been attained, the Director is expected to continuously retain sufficient share ownership to meet the guideline for as long as the Director is subject to the Stock Ownership Guidelines.
•There may be instances where an exception to the guidelines is necessary or appropriate, including in cases where the satisfaction of the guidelines would place a severe hardship on the Director. In such cases, the Chairman of the Board will make a final determination as to whether an exception to the Stock Ownership Guidelines, in whole or in part, will be granted.