THE NASDAQ OMX GROUP, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-U.S. JURISDICTIONS
UNDER THE 2010 STOCK OPTION EXCHANGE PROGRAM
NONQUALIFIED STOCK OPTION AGREEMENT FOR NON-U.S. JURISDICTIONS (the “Agreement”) dated as of [ ] (the
“Replacement Option Grant Date”) between The NASDAQ OMX Group, Inc., a Delaware corporation (the “Company”) and
[NAME] (the “Optionee”).
The Company has adopted The NASDAQ OMX Group, Inc. Equity Incentive Plan, as amended and restated May 27, 2010 (the
“Plan”), which Plan is incorporated by reference and made part of this Agreement.
Optionee was a holder of Eligible Options granted under the Plan. Pursuant to the Tender Offer Statement on Schedule TO and
exhibits, including the Offer to Exchange dated July 7, 2010 describing the terms of the Company’s 2010 Stock Option Exchange
Program (the “Exchange Program Documents”), Optionee as a holder of Eligible Options was provided an Offer to Exchange
Eligible Options for Replacement Options (the “Offer to Exchange”), and Optionee agrees to accept the Offer to Exchange with
respect to all or part of his or her Eligible Options.
Pursuant to the Offer to Exchange, Optionee has received the Replacement Options described herein. The grant of Replacement
Options is subject to the terms of the Plan, the Exchange Program Documents and this Award Agreement. Capitalized terms not
otherwise defined herein have the meaning set forth in the Plan or Exchange Program Documents. Copies of the Plan and the
Exchange Program Prospectus are available from Human Resources, and are also available on the Company’s website.
NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto agree as follows:
Replacement Option Grant Date:
Exercise Price per Share:
Option Type: (U.S. Tax