Amended and Restated Board Compensation Policy, effective on April 23, 2019

If cash is selected, the cash portion will be paid semi- annually in arrears, in equal installments, no later than the fifteenth day of the third month following the end of the semi-annual period; provided, however, that a Director will have a right to receive

A Director appointed after the annual shareholders meeting will be eligible to receive a prorated share of the Annual Retainer compensation. Such a Director may elect to receive the entire prorated share of

All Directors, including the Chairman and Lead Independent Director, will receive an additional annual equity award in the form of Restricted Stock Units, in the amount of $230,000 per annum.

The annual equity award will be granted to each Director automatically on the date of the Annual Meeting immediately following the Director’s election and appointment to the Board.

The Chairperson of each of the Audit and Management Compensation Committees will receive an Annual Chair Fee of $30,000.

The Chairperson of the Finance and Nominating & Governance Committees will receive an Annual Chair Fee of $20,000.

The Annual Chair fees will be paid in equity; however, each Chairperson may elect to receive the entire Annual Chair fees in cash. The Annual Chair fees will be issued as Restricted Stock Units to each eligible director automatically on the date of the Annual Meeting immediately following the Director’s election and appointment by the Board. Fees paid in equity will be paid in accordance with the “Policies and Procedures Relating to Equity Grants” below.

If cash is selected, the cash portion will be paid semi- annually in arrears, in equal installments, no later than the fifteenth day of the third month following the end of the semi-annual period; provided, however, that a Director will have a right to receive

Each Non-Chair Member of the Audit and Management Compensation Committees will receive an annual membership fee of $10,000.

Each Non-Chair Member of the Finance and Nominating & Governance Committees will receive an annual membership fee of $5,000.

The Annual Committee Member fees will be paid in equity; however, each Non-Chair Member may elect to receive the entire Annual Committee Member fees in cash. The Annual Committee Member fees will

If cash is selected, the cash portion will be paid semi- annually in arrears, in equal installments, no later than the fifteenth day of the third month following the end of the semi-annual period; provided, however, that a Director will have a right to receive

All Director equity will be granted under the Equity Plan.

Calculation of the number of shares of equity to be awarded to Directors will be valued at 100% of face value and based on the closing price of Nasdaq’s common stock on the date of the grant. Equity

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, equity awards will be forfeited.

Upon termination of a Director for “Misconduct,” all equity awards will be forfeited without further consideration to the Director.

Upon termination of a Director on account of his death or disability, equity awards will vest.

Shortly after vesting, vested shares will appear in the Director’s account at E*Trade. To view this

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.

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

Stock ownership guidelines for Directors of Nasdaq are as follows.

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 that do not count toward meeting the stock ownership guidelines:

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.