NASDAQ, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Employment Agreement with Adena T. Friedman

On November 19, 2021, Adena T. Friedman, the President and Chief Executive
Officer of Nasdaq, Inc. ("Nasdaq") and Nasdaq entered into a new employment
agreement, effective as of January 1, 2022 (the "Agreement"), relating to the
continuation of her role as President and Chief Executive Officer of Nasdaq.
This Agreement supersedes in its entirety Ms. Friedman's prior employment
agreement dated November 14, 2016. In addition, Ms. Friedman and Nasdaq entered
into a Continuing Obligations Agreement that includes confidentiality,
non-solicitation and inventions assignment provisions.

The term of the Agreement is January 1, 2022 to January 1, 2027. The Agreement
provides that Ms. Friedman will receive:

  •   an annual base salary of no less than $1,250,000;




    •     annual incentive compensation that is targeted at not less than
          $3,000,000 based on the achievement of one or more performance goals
          established for the year by the Management Compensation Committee (the
          "Target Bonus"); and




    •     based on the Management Compensation Committee's evaluation of Nasdaq and
          Ms. Friedman's performance, peer group market data and internal equity,
          and consistent with past practices with respect to the combined aggregate
          value of grants, equity awards in the form of options, restricted share
          units and/or performance share units ("PSUs").

In addition, the Management Compensation Committee approved a one-time grant of
non-qualified stock options for Ms. Friedman, valued at $10,000,000, to be
granted January 3, 2022 pursuant to Nasdaq's Equity Incentive Plan (the "Equity
Plan"). The option award will vest five (5) years after the grant date, with 50%
of such award vesting contingent upon the achievement of the applicable
performance conditions established by the Management Compensation Committee.

The Agreement prohibits Ms. Friedman from rendering services to a competing
entity for a period of two years following the date of termination. The
termination payments and benefits are generally subject to discontinuation in
the event Ms. Friedman breaches the restrictive covenants in either the
Agreement or the Continuing Obligations Agreement. In addition, to receive
certain termination payments and benefits under the Agreement, Ms. Friedman must
execute a general release of claims against Nasdaq.

The Agreement sets forth the payments that Ms. Friedman will receive under
various termination scenarios, as discussed further below. To the extent not
addressed below, the treatment of Ms. Friedman's equity awards under the various
termination scenarios will be addressed in the Equity Plan and the underlying
equity award agreements.

Termination Without Cause or by the Executive For Good Reason Other than in
Connection with a Change of Control. If Ms. Friedman's employment is terminated
without cause by Nasdaq, or for good reason by Ms. Friedman, which occurs prior
to a Change in Control (as such term is defined in the Agreement) or at least
two years after a Change in Control, she will be entitled to the following
payments and benefits:

    •     a cash payment equal to the sum of: (i) two times the prior year's annual
          base salary, (ii) two times the Target Bonus and (iii) any pro rata
          Target Bonus with respect to the calendar year in which the termination
          occurs to the extent that performance goals are satisfied;




    •     continued vesting for 12 months of outstanding PSUs, restricted stock
          units and options, with any performance based vesting based on actual
          performance goals during the respective performance periods; and




    •     a taxable monthly cash payment equal to the Consolidated Omnibus Budget
          Reconciliation Act ("COBRA") premium for the highest level of coverage
          available under Nasdaq's group health plans, reduced by the monthly
          amount that Ms. Friedman would pay for such coverage if she was an active
          employee ("COBRA Premiums"), until the earlier of 24 months and the date
          Ms. Friedman is eligible for coverage under the health care plans of a
          subsequent employer.

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Termination Due To Permanent Disability or Death. If Ms. Friedman's employment
is terminated due to permanent disability or death, she, or her estate, will be
entitled to the following payments and benefits:

    •     a cash payment equal to any pro rata Target Bonus with respect to the
          calendar year in which the termination occurs; and




    •     accelerated vesting of all unvested equity awarded as of December 31st of
          the year of termination, with any performance based vesting based on
          actual performance goals during any complete performance periods, and
          vesting at target performance for grants vesting prior to the completion
          of a performance cycle.

"Double Trigger" Termination In Connection With A Change in Control Without
Cause or For Good Reason. If Ms. Friedman's employment is terminated within two
years after a change in control, without cause by Nasdaq or for good reason by Ms. Friedman, she will be entitled to the following payments and benefits:

    •     a cash payment equal to the sum of: (i) two times the prior year's annual
          base salary, (ii) two times the Target Bonus and (iii) any pro rata
          Target Bonus with respect to the calendar year in which the termination
          occurs, to the extent that performance goals are satisfied;




    •     accelerated vesting of all outstanding unvested equity awarded, subject
          to and in accordance with the terms of the Equity Plan;




    •     COBRA Premiums, until the earlier of 24 months and the date Ms. Friedman
          is eligible for coverage under the health care plans of a subsequent
          employer; and




    •     continued life insurance and accidental death and dismemberment insurance
          benefits for the same period as the continued health coverage payments.

The foregoing summary of the material terms of the Agreement does not purport to
be complete and is subject to, and qualified in its entirety by, the full text
of the Agreement, a copy of which will be filed with Nasdaq's Annual Report on
Form 10-K for the year ended December 31, 2021.

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