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 “Director”):
R E C I T A L S:
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 Director pursuant to the Plan and the terms set forth herein as an increased incentive for the
Director 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 Director 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 2 hereof, the Restricted Shares shall be registered in the name of the Director on the stock transfer books of
the Company. However, any certificates issued with respect to Restricted Shares may be held by the Company in
escrow under the terms hereof, provided, that, unless the Company determines otherwise, no such certificates should
be issued prior to vesting pursuant to Section 2 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 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 purs