The NASDAQ OMX Group, Inc.
2010 Executive Corporate Incentive Plan
(Effective January 1, 2010)
Article 1. Establishment and Purpose
1.1 Establishment of the ECIP . The NASDAQ OMX Group, Inc., a Delaware corporation (the “Company” or “NASDAQ
OMX”), hereby establishes The NASDAQ OMX Group, Inc. Executive Corporate Incentive Plan (the “ECIP”).
1.2 Approval. Upon approval by the Board of Directors, the ECIP shall be effective as of January 1, 2010 (the “Effective
Date”) and shall remain in effect until terminated by the Board. Notwithstanding anything herein to the contrary, the ECIP shall
be null and void if it is not approved, in a separate affirmative vote of the holders of at least a majority of the shares of the
common stock of the Company cast, in person or by proxy, at the first shareholders’ meeting to occur in 2010. Once such
approval is obtained, if applicable, the ECIP shall be fully effective as of the Effective Date.
1.3 Purpose. The purpose of the ECIP is to attract, retain, and motivate key executives by providing cash incentive awards
to designated executives of the Company, Subsidiaries, and affiliates. The ECIP is designed to further link an executive’s
interests with that of NASDAQ OMX’s shareholders. The ECIP is intended to provide cash incentive awards, contingent upon
continued employment and meeting certain Company and individual business unit performance goals, to certain key executives
who make substantial contributions to the Company. The ECIP also provides that Awards reflect individual performance,
subject to Article 5. Awards paid under the EC1P are intended to qualify as performance based compensation deductible by the
Company under the qualified performance based exception to Section 162(m) of the Code.
Article 2. Definitions
As used in the ECIP, the following terms shall have the meanings set forth below:
2.1 “Award” means the actual award earned during a Plan Year by a Participant, as determined by the Committee following
the end of the Plan Year.