rrd94341_106014.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I4/AcpjNvNq8NsLSkc9xdSioUVdwd0uZVRNlIugofVebisNwriPT+HX2t4colzQV 0YODt8C16IRq1cFC1WjRrw== 0001181431-06-012227.txt : 20060216 0001181431-06-012227.hdr.sgml : 20060216 20060216161518 ACCESSION NUMBER: 0001181431-06-012227 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060214 FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NASDAQ STOCK MARKET INC CENTRAL INDEX KEY: 0001120193 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 521165937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2128584750 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ewing Anna M CENTRAL INDEX KEY: 0001347221 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32651 FILM NUMBER: 06625494 BUSINESS ADDRESS: BUSINESS PHONE: 212-401-8700 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 4 1 rrd108439.xml FORM 4 X0202 4 2006-02-14 0 0001120193 NASDAQ STOCK MARKET INC NDAQ 0001347221 Ewing Anna M ONE LIBERTY PLAZA NEW YORK NY 10006 0 1 0 0 Executive Vice President Common Stock, par value $0.01 per share ( 2006-02-14 4 F 0 462 39.40 D 100498 D Employee Stock Option (Right to Buy) 7.35 2014-11-15 Common Stock 50000 50000 D Employee Stock Option (Right to Buy) 8.50 2013-07-29 Common Stock 50000 50000 D Employee Stock Option (Right to Buy) 9.15 2014-02-18 Common Stock 50000 50000 D Employee Stock Option (Right to Buy) 13.00 2001-11-14 Common Stock 24000 24000 D Represents 89,802 shares of restricted stock granted under The Nasdaq Stock Market, Inc. Equity Incentive Plan, of which 4,802 shares are vested and 10,696 shares purchased under the Employee Share Purchase Plan. Option exercisable as to 50% on January 15, 2010 ("tranche 1"), subject to accelerated vesting of the entire tranche 1 on January 15, 2009, or in the alternative, extension of vesting of the entire tranche 1 until January 15, 2011 depending on whether applicable performance goals to be determined by the Board of Directors are met. Options exercisable as to 50% on January 15, 2011 ("tranche 2"), subject to accelerated vesting of the entire tranche 2 on January 15, 2010, or in the alternative, extension of vesting of the entire tranche 2 until January 15, 2012, depending on whether applicable performance goals to be determined by the Board of Directors are met. Options vested as to 33,000 and will vest as to 17,000 on July 29, 2006. Options vest as to 50,000 on February 18, 2007. Options vested as to 24,000. /s/ Edward S. Knight , by power of attorney 2006-02-16 EX-24. 2 rrd94341_106014.htm POWER OF ATTORNEY rrd94341_106014.html

                                                                      EXHIBIT 24
                                POWER OF ATTORNEY

        Know all by these presents,  that the undersigned hereby constitutes and
appoints Edward Knight,  General  Counsel of The Nasdaq Stock Market,  Inc. (the
"Company"), the undersigned's true and lawful attorney-in-fact to:

        (1) execute for and on behalf of the undersigned,  in the  undersigned's
capacity  as a director  of the  Company,  Forms 3, 4 and 5 in  accordance  with
Section 16(a) of the Securities Exchange Act of 1934, as amended,  and the rules
thereunder;

        (2) do and perform any and all acts for and on behalf of the undersigned
which may be  necessary  or desirable to complete and execute any such Form 3, 4
or 5 and timely file such form with the United  States  Securities  and Exchange
Commission and any stock exchange or similar authority; and

        (3) take any other action or any type  whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact,  may be of benefit to,
in the best  interest  of, or legally  required  by, the  undersigned,  it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant to this Power of Attorney  shall be in such form and shall
contain such terms and conditions as such  attorney-in-fact  may approve in such
attorney-in-fact's discretion.

        The undersigned  hereby grants to each  attorney-in-fact  full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary  or proper to be done in the  exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  power of  attorney  and the  rights  and  powers  herein
granted. The undersigned  acknowledges that the foregoing  attorneys-infact,  in
serving in such  capacity at the request of the  undersigned,  are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

        This Power of Attorney  shall  remain in full force and effect until the
undersigned  is no longer  required to file Forms 3, 4 and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless earlier revoked by the  undersigned in a signed writing  delivered to the
foregoing attorneys-in fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 16 day of February, 2006.

                                        Name of Director: Anna Ewing

                                        Signature:        /s/ Anna Ewing

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