The NASDAQ OMX Management Compensation Committee ("the Committee") hereby amends and sets forth its powers and responsibilities to determine the development plans and compensation of senior management of NASDAQ OMX.
Without limiting the generality of the foregoing, the Committee shall have the following powers and responsibilities:
Four or more voting members of the Board, none of whom shall be officers or employees of NASDAQ OMX. All members of the Committee shall meet the independence standard contained in the Listing Rules of The NASDAQ Stock Market. A majority of the committee members shall be Non-Industry Committee members, as provided for in Article IV. Section 4.13(f) of the NASDAQ OMX By-Laws. The Board shall determine in its discretion whether each member of the Committee shall be a "Non-Employee Director" and an "Outside Director" within the meaning of Section 16 of the Securities Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code of 1986, as amended, respectively.
A Management Compensation Committee member shall hold office for a term of one year.