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Exhibit 10.4

NASDAQ, INC.

PERFORMANCE SHARE UNIT AGREEMENT

This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”)

between Nasdaq, Inc., a Delaware corporation (the “Company”), and

[NAME]

(the “Grantee”) memorializes the grant by the Management Compensation Committee of the

Board of Directors of the Company (the “Committee”) on April 1, 2026 (the “Grant Date”) of

performance share units (the “PSUs”) to the Grantee on the terms and conditions set out below.

RECITALS:

The Company has adopted the Nasdaq, Inc. Equity Incentive Plan (as amended

and restated April 24, 2018) (the “Plan”), which Plan is incorporated herein by reference and

made a part of this Agreement.  Capitalized terms not otherwise defined herein shall have the

meaning ascribed to them in the Plan.  The Plan in relevant part provides for the issuance of

stock-based awards that are subject to the attainment of performance goals as established by the

Committee.

The Committee has determined that it is in the best interests of the Company and

its shareholders to grant the PSUs provided for herein to the Grantee pursuant to the Plan and

under the terms set forth herein as an increased incentive for the Grantee to contribute to the

Company’s future success and prosperity.

Capitalized terms not otherwise defined herein shall have the meaning ascribed to

them in the Plan.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set

forth, the parties hereto agree as follows:

1.Grant of Performance-Based Award.

The Company hereby grants to the Grantee:

[TOTAL_SHARES_GRANTED]

PSUs, which PSUs shall entitle the Grantee to receive up to 200% of target shares (or a lesser

number of Shares, or no Shares whatsoever), subject to the terms and conditions set forth in this

Agreement and the Plan.  (A complete copy of the Plan, as in effect on the Grant Date, is

available to the Grantee upon request.). Shares corresponding to the PSUs granted herein are in

all events to be delivered to the Grantee only after the Grantee has become vested in the PSUs

pursuant to Section 4, below.     

2.Performance Period.  For purposes of this Agreement, the term

“Performance Period” shall be the period commencing on January 1, 2026 and ending on

December 31, 2027.

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3.Performance Goal. 

(a)Subject to the following sentence, the Performance Goal is set out in

Appendix A hereto, which Appendix A is incorporated by reference herein

and made a part hereof.  Notwithstanding the foregoing, the provisions of

Section 13 or any other provision of this Agreement to the contrary, the

Committee reserves the right to unilaterally change or otherwise modify

the Performance Goal in any manner whatsoever (including substituting a

new Performance Goal).  If the Committee exercises such discretionary

authority to any extent, the Committee shall provide the Grantee with a

new Appendix A in substitution for the Appendix A attached hereto, and

such new Appendix A and the Performance Goal set out therein (rather

than the Appendix A attached hereto and the Performance Goal set out

therein) shall in all events apply for all purposes of this Agreement.

(b)Depending upon the extent, if any, to which the Performance Goal has

been achieved, and subject to compliance with the requirements of Section

4, each PSU shall entitle the Grantee to receive, at such time as is

determined in accordance with the provisions of Section 5, between 0 and

2.0 Shares for each PSU.  The Committee shall, as soon as practicable

following the last day of the Performance Period, certify (i) the extent, if

any, to which, in accordance with Appendix A, the Performance Goal has

been achieved with respect to the Performance Period and (ii) the number

of whole and/or partial Shares, if any, which, subject to compliance with

the vesting requirements of Section 4, the Grantee shall be entitled to

receive with respect to each PSU (with such number of whole and/or

partial Shares being hereafter referred to as the “Share Delivery Factor”). 

Such certification shall be final, conclusive and binding on the Grantee,

and on all other persons, to the maximum extent permitted by law. 

4.Vesting.

(a)The PSUs are subject to forfeiture to the Company until they become non-

forfeitable in accordance with this Section 4.  Except as provided in the

following sentence, the risk of forfeiture will lapse on the PSUs, and such

PSUs shall thereupon become vested, only if the Grantee remains

employed by the Company through and on January 3, 2029 (the “Vest

Date”).  Notwithstanding the foregoing, if the Grantee’s employment with

the Company terminates by reason of death prior to January 3, 2029, the

risk of forfeiture shall lapse on all PSUs, and all unvested PSUs shall

thereupon become vested on the date of death (or, if later, on the date,

following the end of the Performance Period on which the Committee

determines whether, and to what extent the PSUs are earned in accordance

with Section 3(b) of this Agreement).

(b)Subject to any conflicting provisions in any employment agreement

between the Company and the Grantee, which shall control in the event of

a conflict with this Agreement, in the event that (i) the Company or a

subsidiary terminates the Grantee’s employment with the Company or a

subsidiary for any reason prior to the Vest Date or (ii) the Grantee

terminates employment with the Company or a subsidiary for any reason

(other than death) prior to such date, all unvested PSUs shall be cancelled

and forfeited, effective as of the Grantee’s separation from service. 

Notwithstanding anything to the contrary in the Plan or this Agreement,

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and for purposes of clarity, any separation from service shall be effective

as of the date the Grantee’s active employment ends and shall not be

extended by any statutory or common law notice period.

5.Delivery of Shares.  As soon as practicable following the Vest Date, and

compliance with all applicable tax withholding as described in Section 11 hereof, but in no event

later than two and one-half months after the end of the calendar year in which the Vest Date

occurs, the Company shall instruct the registrar for the Company to make an entry on its books

and records evidencing that the Shares underlying such vested PSUs have been duly issued as of

that date; provided, however, that the Grantee may, in the alternative, elect in writing prior

thereto to receive a stock certificate representing the full number of Shares acquired, which

certificate may bear a restrictive legend prohibiting the transfer of such Shares for such period as

may be prescribed by the Company. The Company shall not be liable to the Grantee for damages

relating to any delays in issuing the certificates.  The underlying Shares may be registered in the

name of the Grantee’s legal representative or estate in the event of the death of the Grantee.  In

the event of the acceleration of the lapse of forfeiture restrictions upon the death of the Grantee

as contemplated by Section 4(a) of this Agreement, this process shall occur as soon as possible

following such vesting date, but in no event later than two and one-half months after the end of

the calendar year in which such vesting date occurs.  Notwithstanding anything in the

Agreement, the Company may make delivery of Shares in settlement of PSUs by either (A)

delivering certificates representing such Shares to the Grantee, registered in the name of the

Grantee, or (B) by depositing such Shares into a stock brokerage account maintained for the

Grantee. 

6.Electronic Delivery/Acceptance.  The Company may, in its sole discretion,

decide to deliver any documents related to the PSUs or future Awards granted under the Plan by

electronic means or request the Grantee’s consent to participate in the Plan by electronic means. 

By accepting this Award, the Grantee hereby consents and agrees to receive such documents by

electronic delivery and agrees to participate in the Plan through an on-line or electronic system

established and maintained by the Company or another third party designated by the Company.

7.Transferability. 

(a)Except as provided below, or except to the minimal extent required by

law, the PSUs are nontransferable and may not be assigned, alienated,

pledged, attached, sold or otherwise transferred or encumbered by the

Grantee, except by will or the laws of descent and distribution, and upon

any such transfer, by will or the laws of descent and distribution (or upon

such transfer required by law), the transferee shall hold such PSUs subject

to all the terms and conditions that were applicable to the Grantee

immediately prior to such transfer.  Notwithstanding the foregoing, the

Grantee may transfer any vested PSUs to members of his immediate

family (defined as his spouse, children or grandchildren) or to one or more

trusts for the exclusive benefit of such immediate family members or

partnerships in which such immediate family members are the only

partners if the transfer is approved by the Committee and the Grantee does

not receive any consideration for the transfer.  Any such transferred

portion of the PSUs shall continue to be subject to the same terms and

conditions that were applicable to such portion of the PSUs immediately

prior to transfer (except that such transferred PSUs shall not be further

transferable by the transferee).  No transfer of a portion of the PSUs shall

be effective to bind the Company unless the Company shall have been

furnished with written notice thereof and a copy of such evidence as the

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Committee may deem necessary to establish the validity of the transfer

and the acceptance by the transferee of the terms and conditions hereof.

(b)Upon any transfer by will or the laws of descent and distribution (or upon

any such transfer required by law), such transferee shall take the PSUs and

the Shares delivered in connection therewith (the “Transferee Shares”)

subject to all the terms and conditions that were (or would have been)

applicable to the PSUs and the Transferee Shares immediately prior to

such transfer. 

(c)Following settlement and issuance of Shares, in the event the Company

permits Grantee to arrange for sale of Shares through a broker or another

designated agent of the Company, Grantee acknowledges and agrees that

the Company may block any such sale and/or cancel any order to sell

placed by the Grantee, in each case if the Grantee is not then permitted

under the Company’s insider trading policy to engage in transactions with

respect to securities of the Company.  If the Committee determines that the

ability of the Grantee to sell or transfer shares of Common Stock is

restricted, then the Company may notify the Grantee in accordance with

Section 18 of this Agreement.  The Grantee may only sell such Shares in

compliance with such notification from the Company.

8.Rights of Grantee.  Prior to the delivery, if any, of Shares to the Grantee

pursuant to the provisions of Section 5, the Grantee shall not have any rights of a shareholder of

the Company, including, but not limited to, the right to receive dividend payments, on account of

the PSUs. 

9.Unfunded Nature of PSUs.  The Company will not segregate any funds

representing the potential liability arising under this Agreement.  The Grantee’s rights in respect

of this Agreement are those of an unsecured general creditor of the Company.  The liability for

any payment under this Agreement will be a liability of the Company and not a liability of any of

its officers, directors or Affiliates.

10.Securities Laws.  The Company may condition delivery of Shares for any

vested PSUs upon the prior receipt from the Grantee of any undertakings which it may determine

are required to assure that the Shares are being issued in compliance with federal and state

securities laws.

11.Withholding.  Regardless of any action the Company, any of its

Subsidiaries and/or the Grantee's employer takes with respect to any or all income tax, social

insurance, payroll tax, payment on account or other tax-related items related to the Grantee’s

participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”), the Grantee

acknowledges that the ultimate liability for all Tax-Related Items is and remains the Grantee’s

responsibility and may exceed the amount actually withheld by the Company or any of its

affiliates.  The Grantee further acknowledges that the Company and/or its Subsidiaries (i) make

no representations or undertakings regarding the treatment of any Tax-Related Items in

connection with any aspect of the PSUs, including, but not limited to, the grant, vesting or

settlement of the PSUs, the issuance of Shares or cash upon settlement of the PSUs, the

subsequent sale of Shares acquired pursuant to such delivery and the receipt of any dividends

and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure

the terms of any award to reduce or eliminate the Grantee’s liability for Tax-Related Items or

achieve any particular tax result.  Further, if the Grantee becomes subject to tax in more than one

jurisdiction between the Grant Date and the date of any relevant taxable event, the Grantee

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acknowledges that the Company and/or its Subsidiaries may be required to withhold or account

for Tax-Related Items in more than one jurisdiction.

Prior to any relevant taxable or tax withholding event, as applicable, the Grantee will pay

or make adequate arrangements satisfactory to the Company and/or its Subsidiaries to satisfy all

Tax-Related Items.  In this regard, the Grantee authorizes the Company and/or its Subsidiaries,

or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-

Related Items by one or a combination of the following:

(a)withholding from the Grantee’s wages or other cash compensation paid to

the Grantee by the Company and/or its Subsidiaries; or

(b)withholding from proceeds of the Shares acquired following settlement

either through a voluntary sale or through a mandatory sale arranged by

the Company (on the Grantee’s behalf pursuant to this authorization); or

(c)withholding in Shares to be delivered upon settlement.

To avoid negative accounting treatment, the Company and/or its Subsidiaries may withhold or

account for Tax-Related Items by considering applicable statutory withholding amounts or other

applicable withholding rates.  If the obligation for Tax-Related Items is satisfied by withholding

in Shares, for tax purposes, the Grantee is deemed to have been issued the full number of Shares

attributable to the awarded PSUs, notwithstanding that a number of Shares are held back solely

for the purpose of paying the Tax-Related Items due as a result of any aspect of the Grantee’s

participation in the Plan.

The Grantee shall pay to the Company and/or its Subsidiaries any amount of Tax-Related Items

that the Company and/or its Subsidiaries may be required to withhold or account for as a result of

the Grantee’s participation in the Plan that are not satisfied by the means previously described.

The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if

the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related

Items.

By accepting this grant of PSUs, the Grantee expressly consents to the methods of withholding

Tax-Related Items by the Company and/or its subsidiaries as set forth hereunder, including the

withholding of Shares and the withholding from the Grantee’s wages/salary or other amounts

payable to the Grantee.  All other Tax-Related Items related to the PSUs and any Shares

delivered in satisfaction thereof are the Grantee’s sole responsibility.

12.Governing Law.  This Agreement shall be governed by and construed in

accordance with the laws of the State of Delaware, without giving effect to any principle of law

that could result in the application of the law of any other jurisdiction.

13.Amendments.  This Agreement may be amended or modified at any time

by an instrument in writing signed by the parties hereto, except as otherwise provided in Section

3(a) or Sections 15 or 16 of this Agreement regarding permitted unilateral action by the

Committee or in Section 13(a) of the Plan related to amendments or alterations that do not

adversely affect the rights of the Grantee in this Award.

14.Administration.  This Agreement shall at all times be subject to the terms

and conditions of the Plan.  The Committee shall have sole and complete discretion with respect

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to all matters reserved to it by the Plan and decisions of the Committee with respect thereto and

this Agreement shall be final and binding upon the Grantee and the Company.  In the event of

any conflict between the terms and conditions of this Agreement and the Plan, the provisions of

this Agreement shall control.  The Committee has the authority and discretion to determine any

questions which arise in connection with the award of the PSUs hereunder.

15.Compliance with Code Section 409A.  It is the intention of the Company

and Grantee that this Agreement not result in an unfavorable tax consequences to Grantee under

Code Section 409A.  Accordingly, Grantee consents to any amendment of this Agreement as the

Company may reasonably make in furtherance of such intention, and the Company shall

promptly provide, or make available to, Grantee a copy of such amendment.  Any such

amendments shall be made in a manner that preserves to the maximum extent possible the

intended benefits to Grantee.  This paragraph does not create an obligation on the part of

Company to modify this Agreement and does not guarantee that the amounts or benefits owed

under the Agreement will not be subject to interest and penalties under Code Section 409A.

16.Imposition of Other Requirements. The Company reserves the right to

impose other requirements on the Grantee’s participation in the Plan, on the PSUs and on any

Shares acquired under the Plan, to the extent the Company determines it is necessary or

advisable in order to comply with local law or facilitate the administration of the Plan, and to

require the Grantee to sign any additional agreements or undertakings that may be necessary to

accomplish the foregoing. The Grantee agrees, upon demand of the Company or the Committee,

to do all acts and execute, deliver and perform all additional documents, instruments and

agreements which may be reasonably required by the Company or the Committee, as the case

may be, to implement the provisions and purposes of the Plan and this Agreement.

17.No Right to Continued Employment.  Neither the plan nor this  agreement

shall confer on the Grantee any right to be retained, in any position, as an employee, consultant

or director of the Company, and nothing in this agreement or the Plan shall be construed to limit

the discretion of the Company (or the subsidiary that employees the Grantee) to terminate the

Grantee’s employment at any time, with or without cause. 

18.Notices.  Any notice, request, instruction or other document given under

this Agreement shall be in writing and may be delivered by such method as may be permitted by

the Company, and shall be addressed and delivered, in the case of the Company, to the Secretary

of the Company at the principal office of the Company and, in the case of the Grantee, to the

Grantee’s address as shown in the records of the Company or to such other address as may be

designated in writing (or by such other method approved by the Company) by either party.

19.Award Subject to Plan.  This Award is subject to the Plan as approved by

the shareholders of the Company.  In the event of conflict between any term or provision

contained herein and a term or provision of the Plan, the applicable terms and provisions of this

Agreement will govern and prevail.

20.Severability.  The invalidity or unenforceability of any provision of this

Agreement shall not affect the validity or enforceability of any other provision of this Agreement

and each other provision of this Agreement shall be severable and enforceable to the extent

permitted by law.

21.Discretionary Nature of Plan; No Vested Rights.  The Plan is discretionary

in nature and limited in duration, and may be amended, cancelled, or terminated by the

Company, in its sole discretion, at any time.  The grant of the Award represented by this

Agreement is exceptional, voluntary and occasional and does not create any contractual or other

right to receive an award or benefit in lieu of an award in the future, even if awards have been

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granted repeatedly in the past.  Future Awards, if any, will be at the sole discretion of the

Company, including, but not limited to, the form and timing of an Award, the number of Shares

subject to the Award, and the vesting provisions.  Any amendment, modification or termination

of the Plan shall not constitute a change or impairment of the terms and conditions of the

Grantee’s employment with the Company.

22.Termination Indemnities.  The Grantee’s Award and the Shares subject to

the Award, and the income and value of the same, are extraordinary items of compensation

outside the scope of the Grantee’s employment or services contract, if any.  As such, the PSUs

are not part of normal or expected compensation for purposes of calculating any severance,

resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service

awards, pension, or retirement benefits or welfare benefits or similar payments.

23.English Language.  The Grantee acknowledges and agrees that it is the

Grantee’s express intent that the Plan, this Agreement, any addendum and all other documents,

notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn

up in English.  Unless specifically indicated, if the Grantee has received the Plan, this

Agreement, any addendum or any other documents related to the Award translated into a

language other than English, and if the meaning of the translated version is different than the

English version, the English version shall control.

24.Nature of Grant. In accepting the Award, the Grantee acknowledges,

understands and agrees that:

(i) the Plan is established voluntarily by the Company, it is discretionary in

nature, and may be modified, amended, suspended or terminated by the Company at any

time, to the extent permitted by the Plan;

(ii)all decisions with respect to future Awards or other grants, if any, will be

at the sole discretion of the Company;

(iii) the grant of the PSUs and the Grantee’s participation in the Plan shall not

create a right to employment or be interpreted as forming an employment or service contract with

the Company, the Grantee's employer or any Subsidiary, and shall not interfere with the ability

of the Company, the Grantee's employer or any Subsidiary, as applicable, to terminate the

Grantee’s employment or service relationship (if any);

(iv) the Grantee is voluntarily participating in the Plan;

(v) the PSUs and any Shares issued under the Plan and the income and value

of the same are not intended to replace any pension rights or compensation;

(vi) the future value of the Shares underlying the PSUs is unknown,

indeterminable and cannot be predicted with certainty;

(vii)unless otherwise agreed with the Company, the Award and the Shares

subject to the Award, and the income and value of same, are not granted as consideration for, or

in connection with, the service Grantee may provide as a director of a Subsidiary of the

Company;

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(viii)no claim or entitlement to compensation or damages shall arise from

forfeiture of the PSUs resulting from separation from service (for any reason whatsoever,

whether or not later found to be invalid or in breach of employment laws in the jurisdiction

where the Grantee is employed or the terms of the Grantee’s employment agreement, if any), and

in consideration of the grant of the PSUs to which the Grantee is otherwise not entitled, the

Grantee irrevocably agrees never to institute any claim against the Company, any of its

Subsidiaries or the Grantee's employer, waives his ability, if any, to bring any such claim, and

releases the Company, its Subsidiaries and the Grantee's employer from any such claim; if,

notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction,

then, by participating in the Plan, the Grantee shall be deemed irrevocably to have agreed not to

pursue such claim and agrees to execute any and all documents necessary to request dismissal or

withdrawal of such claim; and

(ix)the Grantee acknowledges and agrees that neither the Company, the

Grantee's employer nor any Subsidiary shall be liable for any foreign exchange rate fluctuation

between the Grantee’s local currency and the United States Dollar that may affect the value of

the PSUs or of any amounts due to the Grantee pursuant to the vesting and settlement of the PSU

or the subsequent sale of any Shares issued upon settlement.

25.Data Protection.  Except if the Grantee resides in the European Union, the

European Economic Area or other jurisdiction designated by the Company, in which case the

Grantee is subject to the special terms and conditions set forth in the Addendum, the Grantee

explicitly and unambiguously consents to the collection, use and transfer, in electronic or other

form, of the Grantee’s personal data as described in the Agreement and any other PSU grant

materials by and among, as applicable, the Grantee, the Company, the Grantee’s employer, and

the Company’s Subsidiaries for the exclusive purpose of implementing, administering and

managing the Grantee’s participation in the Plan.

The Company and its Subsidiaries, including the Grantee’s employer

hold certain personal information about the Grantee, including, but not limited to, his or her

name, home address, email address and telephone number, date of birth, social security

number, passport number or other employee identification number, salary, nationality, job

title, any Shares or directorships held in the Company, details of all Awards or any other

entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in

Grantee’s favor (“Data”), for the exclusive purpose of managing and administering the Plan. 

The Company and its Subsidiaries, including the Grantee’s employer,

will transfer Data amongst themselves as necessary for the purpose of implementation,

administration and management of the Grantee’s participation in the Plan, and the Company

and its Subsidiaries, including the Grantee’s employer, may each further transfer Data to a

designated Plan broker, administrative agent or such other stock plan service provider as may

be selected by the Company presently or in the future (a “Plan Service Provider”), which may

be assisting the Company in the implementation, administration and management of the Plan. 

These recipients may be located in the Grantee’s country or elsewhere throughout the world,

such as the United States and any recipient’s country (e.g., the United States) may have

different data privacy laws and protections than the Grantee’s country. The Grantee

understands that if he or she resides outside the United States, the Grantee may request a list

with the names and addresses of any potential recipients of the Data by contacting the

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Grantee’s local human resources representative. The Grantee hereby authorizes (where

required under applicable law) the Company, any Plan Service Provider and any other

possible recipients which may assist the Company (presently or in the future) to receive,

possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of

implementing, administering and managing the Grantee’s participation in the Plan.

Furthermore, the Grantee acknowledges and understands that the transfer of the Data to the

Company or its Subsidiaries, including the Grantee’s employer, to any Plan Service Provider,

or to any third parties is necessary for the Grantee’s participation in the Plan.  The Grantee

understands that Data will be held only as long as is necessary to implement, administer and

manage the Grantee’s participation in the Plan.  The Grantee understands that if he or she

resides outside the United States, the Grantee may, at any time, view the Data, request

additional information about the storage and processing of the Data, require any necessary

amendments to the Data or refuse or withdraw the consents herein by contacting the

Grantee’s local human resources representative in writing.  The Grantee understands that he

or she is providing the consents herein on a purely voluntary basis.  If the Grantee does not

consent, or if the Grantee later seeks to revoke his or her consent, the Grantee’s employment

status or service and career with the Company and its Subsidiaries will not be affected. The

only consequence of refusing or withdrawing the Grantee’s consent is that the Company may

not be able to grant the Grantee PSUs or other awards or administer or maintain such awards. 

Therefore, the Grantee acknowledges that withdrawal of consent may affect the Grantee’s

ability to vest in or realize benefits from the PSUs, and the Grantee’s ability to participate in

the Plan, in which case neither the Company nor any of its Subsidiaries, including the

Grantee’s employer, will have any liability or obligation to the Grantee related to this Award. 

For more information on the consequences of refusal to consent or withdrawal of consent, the

Grantee understands that he or she may contact his or her local human resources

representative.

Finally, upon request of the Company or the Grantee’s employer, the Grantee

agrees to provide an executed data privacy consent form (or any other agreements or consents

that may be required by the Company and/or the Grantee’s employer) that the Company and/

or the Grantee’s employer may deem necessary to obtain from the Grantee for the purpose of

administering the Grantee’s participation in the Plan in compliance with the data privacy laws

in the Grantee’s country, either now or in the future.  The Grantee understands and agrees

that the Grantee will not be able to participate in the Plan if the Grantee fails to provide any

such consent or agreement requested by the Company and/or the Grantee’s employer.

26.Private Placement.  The grant of the PSUs is not intended to be a public

offering of securities in the Grantee’s country of residence (and country of employment, if

different).  The Company has not submitted any registration statement, prospectus or other

filings with the local securities authorities (unless otherwise required under local law), and the

grant of the PSUs is not subject to the supervision of the local securities authorities. 

27.Addendum to Agreement.  Notwithstanding any provisions of this

Agreement to the contrary, the Award shall be subject to any special terms and conditions for the

Grantee’s country of residence (and country of employment, if different), as are set forth in the

applicable addendum (the “Addendum”) as attached to the Agreement.  Further, if the Grantee

transfers residence and/or employment to another country reflected in an Addendum to the

Agreement, the special terms and conditions for such country will apply to the Grantee to the

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extent the Company determines, in its sole discretion, that the application of such terms is

necessary or advisable in order to comply with local laws, rules and regulations or to facilitate

operation and administration of the Plan.  Any applicable Addendum shall constitute part of this

Agreement.

28.No Advice Regarding Grant. The Company is not providing any tax, legal

or financial advice, nor is the Company making any recommendations regarding the Grantee's

participation in the Plan, or his acquisition or sale of the underlying Shares.  The Grantee

acknowledges that he should consult with his own personal tax, legal and financial advisors

regarding his participation in the Plan before taking any action related to the Plan.

29.Clawback.  Notwithstanding any provision to the contrary, any

“clawback” or “recoupment” policy required under applicable law or provided for under

Company policy, as amended from time to time, shall automatically apply to this Award.

30.Entire Agreement. This Agreement represents the entire understanding and

agreement between the parties with respect to the subject matter of this Agreement and

supersedes and replaces all previous agreements, arrangements, understandings, rights,

obligations and liabilities between the parties in respect of such matters.

31.Execution.  By electronically or otherwise accepting this Agreement, the

Grantee acknowledges his or her understanding and acceptance of the terms and conditions of

the Award.  The Company has no obligation to issue the Grantee Shares under this Agreement if

the Grantee does not accept the Award.  Further, any acceptance of Shares issued pursuant to this

Agreement shall constitute the Grantee’s acceptance of the Award and the Grantee’s agreement

with all terms and conditions of the Award, as set forth in the Plan and this Agreement. 

32.Insider Trading / Market Abuse Laws. The Grantee acknowledges that,

depending on the Grantee’s or the Grantee’s broker’s country of residence or where the Shares

are listed, the Grantee may be subject to insider trading and/or market abuse laws, which may

affect the Grantee’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to shares

(e.g., PSUs) or rights linked to the value of shares (e.g., phantom awards, futures) during such

times as the Grantee is considered to have “inside information” regarding the Company as

defined by the laws or regulations in the Grantee’s country. Local insider trading laws and

regulations may prohibit the cancellation or amendment or amendment of orders the Grantee

placed before the Grantee possessed inside information. Furthermore, the Grantee could be

prohibited from (i) disclosing the inside information to any third party (other than on a "need to

know") and (ii) "tipping" third parties or causing them otherwise to buy or sell securities. The

Grantee should keep in mind third parties includes fellow employees. The requirements of these

laws may or may not be consistent with the terms of any applicable Company’s insider trading

policy.  The Grantee acknowledges that it is his or her responsibility to be informed of and

compliant with any such laws and such Company policies, and is hereby advised to speak to his

or her personal legal advisor on this matter.

33.Waiver. The Grantee acknowledges that a waiver by the Company of a

breach of any provision of this Agreement shall not operate or be construed as a waiver of any

other provision of this Agreement, or of a prior or subsequent breach by the Grantee or any other

Grantee.

11

NASDAQ, INC.

By: Bryan Smith

Title: EVP and Chief People Officer