Exhibit 10.1

GUIDELINES FOR RESTRICTED STOCK UNITS
GRANTED UNDER THE
MARKETAXESS HOLDINGS INC. 2004 STOCK INCENTIVE PLAN
(Amended and Restated Effective as of April 28, 2006)

     Grants of Restricted Stock Units (as defined below) made on or following January 1, 2011 under the MarketAxess Holdings Inc, 2004 Stock Incentive Plan (Amended and Restated Effective April 28, 2006) (the “ Plan ”) shall be subject to, and governed by, the provisions set forth in these guidelines (“ Guidelines ”), the Plan and the applicable Award agreement. An Award of Restricted Stock Units shall constitute an Other Stock-Based Award under the Plan. These Guidelines have been adopted by the Committee pursuant to Section 3.3(a) of the Plan effective as of January 1, 2011 and are part of the Plan.

1. Definitions . Unless otherwise indicated, any capitalized term used but not defined in these Guidelines shall have the meaning ascribed to such term in the Plan. For purposes of these Guidelines, the following definitions shall apply:

     1.1. “ Deferral Eligible Participant ” means either: (i) a Top Hat Employee; (ii) a Consultant, or (iii) a Non-Employee Director, who, in each case, the Committee determines, in its sole discretion, is eligible to defer payment of an RSU granted hereunder in accordance with Section 4.

     1.2. “ Restricted Stock Unit ” or “ RSU ” means a restricted stock unit, which is a unit of measurement equivalent to one share of Common Stock but with none of the attendant rights of a holder of a share of Common Stock until a share of Common Stock is ultimately distributed in payment of the obligation (other than the right to receive dividend equivalent amounts in accordance with Section 5 hereof). Upon distribution, all vested RSUs shall be paid solely in the form of shares of Common Stock.

     1.3. “ Top Hat Employee ” means an Eligible Employee who is a member of a select group of management and highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”).

2. Eligibility . Any Eligible Employee, Consultant or Non-Employee Director who is designated by the Committee is eligible to receive RSUs pursuant to these Guidelines.

3. Vesting of Stock Units and Payment .

     3.1. Except as otherwise provided in Section 3.3 hereof or in an Award agreement,

     (i) one-third (1/3) of an Award of RSUs shall vest on the date that is (as applicable, the “ Initial Vesting Date ”):

(x) twelve (12) months after the grant date for an RSU that is (I) not a Deferrable RSU (as defined in Section 4.1) or (II) a Deferrable RSU for which the Participant made a deferral election

in accordance with Section 4.2 prior to January 1 of the calendar in which the grant of the RSU was made to the Participant, or

(y) thirteen (13) months after the grant date for an RSU that is a Deferrable RSU for which the Participant did not make a deferral election in accordance with Section 4.2 prior to January 1 of the calendar in which the grant of the RSU was made to the Participant (regardless of whether the Participant elects to defer such Award); and

     (ii) an additional one-third (1/3) of such Award of RSUs shall vest on each of the second and third anniversaries of the grant date;

in each case, provided that the Participant has not had a Termination from the date of grant until the applicable vesting date. Nothing herein shall be construed as prohibiting the Committee from using an alternative vesting schedule at the time of grant of the RSU.

     3.2. Any alternative vesting schedule provided in an Award agreement with regard to Deferrable RSUs for which the Participant did not make a deferral election in accordance with Section 4 prior to January 1 of the calendar in which the grant of the RSU was made, shall provide for an Initial Vesting Date that is no earlier than thirteen (13) months after the grant date.

     3.3. Notwithstanding Section 3.1 or any alternate vesting schedule set forth in an Award agreement, unless otherwise set forth in an Award Agreement, upon the Participant’s death or Disability on or following the grant date and prior to the applicable vesting date 50% of any RSUs that are unvested on the date of the Participant’s death or Disability shall become immediately vested.

     3.4. Notwithstanding Section 3.1 or any alternate vesting schedule set forth in an Award agreement, unless otherwise set forth in an Award Agreement, in the event of a Change in Control, RSUs granted under these Guidelines shall be treated in accordance with Section 12.1 of the Plan; provided that, (i) any discretion exercisable by the Committee is limited to the extent required to comply with Section 409A of the Code and any discretion exercised by the Committee as permitted under these Guidelines and Section 12.1 of the Plan shall be exercised in a manner that is intended not to cause such Award to be subject to any tax, interest or penalties that may be imposed on a Participant under Section 409A of the Code without the Participant’s consent; (ii) with respect to any RSU that is not a 409A Covered Award, immediately prior to the Change in Control, the Committee may determine that such RSU will not be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan, and 100% of any such RSUs that are unvested on the date of such Change in Control shall become vested immediately prior to the Change in Control; (iii) with respect to any RSU that is a 409A Covered Award, such Award shall either (x) be assumed and continued in a manner that is intended to comply with Section 409A of the Code or (y) the Committee may determine that such RSU will become 100% vested, paid and terminated in accordance with Treasury Regulation Section 1.409A-3(j)(4)(ix)(A), (B) or (C) or as otherwise

permitted under Section 409A of the Code; and (iv) in the event of a Participant’s Termination by the Company without Cause that occurs upon or within twenty-four (24) months following a Change in Control on or following the grant date and prior to the applicable vesting date 100% of any RSUs that are unvested on the date of such Termination shall become immediately vested; provided, however , that, if a Deferral Eligible Participant makes a deferral election with respect to a Deferrable RSU pursuant to Section 4 (other than any such deferral elected prior to January 1 of the calendar year in which the grant of the RSU was made to the Participant), the accelerated vesting provided under this sub-section (iv) shall not apply to such Award if the Participant’s Termination occurs on or before the Initial Vesting Date.

     3.5. Except as otherwise provided in Section 4 hereof, upon the vesting of each RSU, the Participant shall receive one share of Common Stock, the ownership of which shall be recognized by the Company through an uncertificated book entry credited to a book entry account maintained by the Company (or its designee) on behalf of the Participant or such other method (including the issuance of stock certificate) as determined by the Company in its sole discretion. Except as otherwise provided in Section 4 hereof, actual payment of shares of stock underlying RSUs shall be paid within thirty (30) days following vesting.

     3.6. Except as otherwise provided in Sections 3.3 and 3.4 hereof, RSUs that are not vested as of the date of a Participant’s Termination for any reason shall terminate and be forfeited in their entirety as of the date of such Termination. Notwithstanding anything herein to the contrary, in the event of a Participant’s Termination for Cause, a Participant’s RSUs (whether vested or unvested) shall terminate and be forfeited in their entirety as of the date of such Termination.

4. Deferral of Payment Date .

     4.1. Notwithstanding anything herein to the contrary, a Deferral Eligible Participant may elect to defer, in accordance with this Section 4, the payment of shares of Common Stock following vesting of an RSU that the Committee has determined, in its sole discretion, is eligible for deferral as specifically provided in the applicable Award agreement (a “ Deferrable RSU ”). To the extent an Eligible Employee is no longer considered a Top Hat Employee (and accordingly, is no longer a Deferral Eligible Participant), the Committee may deem such Eligible Employee ineligible to defer any additional RSUs and all then unvested RSUs shall continue to vest in accordance with the applicable vesting schedule and all vested RSUs shall be payable in accordance with the Eligible Employee’s then existing elections, subject to the terms of these Guidelines.

     4.2. Initial Deferral Elections. A Deferral Eligible Participant may, no later than 30 days after the date on which an Award of a Deferrable RSU has been granted (the “ Election Period ”), elect to defer each date on which a portion of the Award is scheduled to be paid, provided that any such deferral election must provide for a payment date that occurs upon either:

(a) the earlier of: (i) the date chosen by the Committee at any time in its sole discretion within the calendar year in which the second, third, fourth, fifth, sixth or seventh year anniversary following the vesting date of the Award occurs or such other time period the Committee may establish at the time the Award is granted, as elected by the Participant (a “ Fixed Date ”), (ii) the Deferral Eligible Participant’s “Separation from Service” (within the meaning of Code Section 409A), subject to the six-month delay applicable to “Specified Employees” within the meaning of Code Section 409A(a)(2)(B) as set forth in Section 15.15(a) of the Plan (the “ Six Month Delay ”) and (iii) a Change in Control; or

(b) the earlier of (i) the Deferral Eligible Participant’s Separation from Service, subject to the Six Month Delay and (ii) a Change in Control.

With respect to payments made on a Fixed Date, the actual date of payment within the applicable calendar year specified in Section 4.2(a)(i) hereof shall be determined within the sole discretion of the Company. At the time the Deferral Eligible Participant makes an initial deferral election, he or she must make an election to defer the payment of an Award either pursuant to Section 4.2(a) or 4.2(b), and if the Deferral Eligible Participant elects the alternative under Section 4.2(a), he or she must also make a Fixed Date election at such time on the election form prescribed by the Company in accordance with Section 4.4 hereof.

     4.3. Subsequent Deferral Elections. A Deferral Eligible Participant shall be permitted to extend the previously deferred payment dates applicable to Deferrable RSUs under an Award or make an initial deferral election after the Election Period, provided that:

(a) the Deferral Eligible Participant makes such subsequent deferral election at least (12) twelve months prior to the first scheduled payment date under such Award, which first scheduled payment shall be January 1 of the first calendar year in which a deferred payment would otherwise be made with regard to any Deferrable RSU previously deferred to a Fixed Date in accordance with Section 4.2(a);

(b) a subsequent deferral election made by the Deferral Eligible Participant pursuant to this Section 4.3 shall defer every previously deferred payment date applicable to Deferrable RSUs under the Award by the same period of time (expressed in whole years) of not less than five years ( i.e., each previously deferred payment date shall be deferred by the additional deferral period elected by the Deferral Eligible Participant, with the result that, after the subsequent deferral election has been made, the payment dates will continue to be staggered in time); and

(c) a Deferral Eligible Participant’s subsequent deferral election will not become effective until (12) twelve months after the date on which it is made.

     4.4. Any deferral pursuant to this Section 4 must be made in writing on an election form prescribed by, and acceptable to, the Committee and in accordance with the procedures established by the Committee. A deferral election is valid solely with respect to the Deferrable RSUs identified on the election form and must comply with the requirements of Section 4 to be given effect. A deferral election must apply to all RSUs under an Award for which such a deferral election is made and may not apply solely with respect to a partial portion thereof.

     4.5. If a Deferral Eligible Participant makes an initial or subsequent deferral election with respect to Deferrable RSUs, the payment of Common Stock under such Award, to the extent vested, shall be made to the Deferral Eligible Participant on the applicable deferred payment date(s).

5. Dividend Equivalent Amounts . Dividends shall be credited to an RSU dividend book entry account on behalf of each Participant with respect to each RSU held by such Participant, provided that the right of each Participant to be entitled to and actually receive such dividend shall be subject to the same restrictions as the RSU to which the dividend relates and shall be paid to the Participant at the same time the Participant receives the payment of the shares of Common Stock under the RSU (including upon any deferred payment date in accordance with Section 4). Unless otherwise determined by the Committee, cash dividends shall not be reinvested in Common Stock and shall remain uninvested and without interest.

6. Detrimental Activity . In the event a Participant engages in Detrimental Activity prior to, or during the one year period after, any vesting of RSUs granted hereunder, the Committee may direct (at any time within one year thereafter) that all unvested RSUs and all vested but unpaid RSUs shall be immediately forfeited and that the Participant shall pay over to the Company an amount equal to any gain the Participant realized from any RSUs or any Common Stock paid in connection therewith which had vested in the period referred to above.

7. Amendment, Suspension or Termination . The Board or the Committee may at any time and from time to time amend, suspend or terminate these Guidelines and any Award of RSUs, subject to the terms of the Plan.

8. Section 16(b) . To the extent required, these Guidelines are intended to comply with Rule 16b-3 and the Committee shall interpret and administer these Guidelines in a manner consistent therewith. If an officer (as defined in Rule 16b-3) is designated by the Committee to receive RSUs, any such Award and the payment of Common Stock thereunder shall be deemed approved by the Committee and shall be deemed an exempt purchase under Rule 16b-3. Any provisions inconsistent with Rule 16b-3 shall be inoperative and shall not affect the validity of these Guidelines.

9. Withholding . The Participant shall be solely responsible for all applicable foreign, federal, state, and local taxes with respect to the RSUs and the payment of Common Stock therunder; provided, however, that at any time the Company is required to withhold any such taxes, the Participant shall pay, or make arrangements to pay, in a

manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state and local or foreign taxes that the Company is required to withhold at any time. In the absence of such arrangements, the Company or one of its Affiliates shall have the right to withhold such taxes from any amounts payable to the Participant, including, but not limited to, the right to withhold Shares otherwise deliverable to the Participant under an Award of RSUs hereunder.

10. Plan Document . These Guidelines and an Award of RSUs are subject to the terms and conditions of the Plan (including, without limitation, Sections 4.1(a) and 4.2 and Articles XI, XII, XIII, XV and XVII). Specifically, the provisions of Section 15.15 of the Plan (“Section 409A of the Code”) shall apply to any Award of RSUs under these Guidelines that is a 409A Covered Award.

11. ERISA Claims Procedures . With regard to a Deferrable RSU where a Deferral Eligible Participant defers an RSU pursuant to Section 4 hereof, subject to the Six Month Delay, the provisions of the U.S. Department of Labor Regulations Section 2560.503-1 governing claims procedures shall apply to any disputes relating to such deferral awards.

Exhibit 10.2

Form of RSU Agreement for
Employees other than
Messrs. McVey and Millet

RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
MARKETAXESS HOLDINGS INC. 2004 STOCK INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE APRIL 28, 2006)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “ Agreement ”), is made as of the [ • ] day of [ • ] 20[ • ] (the “ Grant Date ”) by and between MarketAxess Holdings Inc. (the “ Company ”) and you (the “ Participant ”).

WHEREAS, the Board of Directors of the Company (the “ Board ”) adopted The MarketAxess Holdings Inc. 2004 Stock Incentive Plan (Amended and Restated Effective April 28, 2006) (the “ Plan ”) which is administered by a Committee appointed by the Company’s Board of Directors (the “Committee”);

WHEREAS, pursuant to Section 3.3 of the Plan, the Committee has adopted guidelines (the “Guidelines”) for the grant of restricted stock units (“RSUs”) under the Plan, which constitute an Other Stock-Based Award under the Plan; and

WHEREAS, the Company, through the Committee, wishes to grant to the Participant RSUs as set forth below.

NOW, THEREFORE, the Company and the Participant agree as follows:

1.

Grant of RSUs . Subject to the terms and conditions of the Plan, the Guidelines and this Agreement, on the Grant Date the Company awarded to the Participant [ • ] RSUs. [ Insert for Deferrable RSUs : The RSUs are Deferrable RSUs and the payment of shares of Common Stock upon vesting in accordance with Section 2 may be deferred by the Participant in accordance with Section 4 of the Guidelines. If the Participant chooses to defer the RSUs, the Participant must complete an election form prescribed by the Committee regarding the election period no later than 30 days after the Grant Date. If the Participant has Deferrable RSUs, but does not make an election within 30 days after the Grant Date, the RSUs will not be treated as Deferrable RSUs.] [ Insert for Non-Deferrable RSUs : The RSUs hereunder are not Deferrable RSUs and are not eligible for deferral under Section 4 of the Guidelines.]

2.

Vesting . The RSUs shall become vested (but shall remain subject to Section 3 of this Agreement) pursuant to [ Insert for default vesting schedule : Sections 3.1 and 3.2 of the Guidelines, subject to the accelerated vesting provisions under Sections 3.3 and 3,4 of the Guidelines] [ Insert for alternative vesting schedule : the following schedule, provided that the Participant has not had a Termination from the date of grant until the applicable vesting date:

Vesting Date		Incremental Percentage of RSUs Vested

3.

Securities Representations . The grant of the RSUs and any issuance of shares of Common Stock pursuant to this Agreement are being made by the Company in reliance upon the following express representations and warranties of the Participant.

The Participant acknowledges, represents and warrants that:

3.1 he or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “ Act ”) and in this connection the Company is relying in part on his or her representations set forth in this section;

3.2 if he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Common Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Common Stock and the Company is under no obligation to register the Common Stock (or to file a “re-offer prospectus”);

3.3 if he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Common Stock may be made only in limited amounts in accordance with such terms and conditions.

4.

Not an Employment Agreement . Neither the execution of this Agreement nor the grant of RSUs hereunder constitute an agreement by the Company to employ or to continue to employ the Participant during the entire, or any portion of, the term of this Agreement.

5.

Miscellaneous .

5.1

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or any affiliate by which the Participant is employed to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, the Participant may not assign this Agreement.

5.2

This award of RSUs shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding.

5.3

The Participant agrees that the award of the RSUs hereunder is special incentive compensation and that it, any dividends paid thereon (even if treated as compensation for tax purposes) will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company.

5.4

No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

5.5

This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

5.6

The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

5.7

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.

5.8

All notices, consents, requests, approvals, instructions and other communications provided for herein shall be in writing and validly given or made when delivered, or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same, at the addresses set forth at the heading of this Agreement or to such other address as either party may designate by like notice. Notices to the Company shall be addressed to the Compensation Committee of the Board with a copy to General Counsel, MarketAxess Holdings Inc., 299 Park Avenue, 10 th Floor, New York, New York, 10171.

5.9

This Agreement shall be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of Delaware without reference to rules relating to conflicts of law.

6.

Provisions of Plan and Guidelines Control . This Agreement is subject to all the terms, conditions and provisions of the Plan and the Guidelines, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan and the Guidelines as may be adopted by the Committee and as may be in effect from time to time. The Plan and the Guidelines are incorporated herein by reference. A copy of the Plan and the Guidelines have been delivered to the Participant. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan and the Guidelines, the Plan and the Guidelines shall control, and this Agreement shall be deemed to be modified accordingly. Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan or the Guidelines. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any other documents expressly contemplated herein or in the Plan or the Guidelines) and supersedes any prior agreements between the Company and the Participant.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

PARTICIPANT

Name:

Exhibit 10.3

Form of RSU Agreement for
Messrs. McVey and Millet

RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
MARKETAXESS HOLDINGS INC. 2004 STOCK INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE APRIL 28, 2006)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “ Agreement ”), is made as of the [ • ] day of [ • ] 20[ • ] (the “ Grant Date ”) by and between MarketAxess Holdings Inc. (the “ Company ”) and you (the “ Participant ”).

WHEREAS, the Board of Directors of the Company (the “ Board ”) adopted The MarketAxess Holdings Inc. 2004 Stock Incentive Plan (Amended and Restated Effective April 28, 2006) (the “ Plan ”) which is administered by a Committee appointed by the Company’s Board of Directors (the “Committee”);

WHEREAS, pursuant to Section 3.3 of the Plan, the Committee has adopted guidelines (the “Guidelines”) for the grant of restricted stock units (“RSUs”) under the Plan, which constitute an Other Stock-Based Award under the Plan; and

WHEREAS, the Company, through the Committee, wishes to grant to the Participant RSUs as set forth below.

NOW, THEREFORE, the Company and the Participant agree as follows:

1.

Grant of RSUs . Subject to the terms and conditions of the Plan, the Guidelines and this Agreement, on the Grant Date the Company awarded to the Participant [ • ] RSUs. [ Insert for Deferrable RSUs : The RSUs are Deferrable RSUs and the payment of shares of Common Stock upon vesting in accordance with Section 2 may be deferred by the Participant in accordance with Section 4 of the Guidelines. If the Participant chooses to defer the RSUs, the Participant must complete an election form prescribed by the Committee regarding the election period no later than 30 days after the Grant Date. If the Participant has Deferrable RSUs, but does not make an election within 30 days after the Grant Date, the RSUs will not be treated as Deferrable RSUs.] [ Insert for Non-Deferrable RSUs : The RSUs hereunder are not Deferrable RSUs and are not eligible for deferral under Section 4 of the Guidelines.]

2.

Vesting . The RSUs shall become vested (but shall remain subject to Section 3 of this Agreement) pursuant to [ Insert for default vesting schedule : Sections 3.1 and 3.2 of the Guidelines, subject to the accelerated vesting provisions under Section 3.4(iv) of the Guidelines. Notwithstanding Section 3.3 of the Guidelines, upon the Participant’s death or Disability on or following the Grant Date and prior to the applicable vesting date 100% of any RSUs that are unvested on the date of the Participant’s death or Disability shall become immediately vested.] [ Insert for alternative vesting schedule : the following schedule, provided that the Participant has not had a Termination from the date of grant until the applicable vesting date:

Vesting Date		Incremental Percentage of RSUs Vested

3.		Securities Representations . The grant of the RSUs and any issuance of shares of Common Stock pursuant to this Agreement are being made by the Company in reliance upon the following express representations and warranties of the Participant.
		The Participant acknowledges, represents and warrants that:

3.1 he or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “ Act ”) and in this connection the Company is relying in part on his or her representations set forth in this section;

3.2 if he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Common Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Common Stock and the Company is under no obligation to register the Common Stock (or to file a “re-offer prospectus”);

3.3 if he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Common Stock may be made only in limited amounts in accordance with such terms and conditions.

4.

Not an Employment Agreement . Neither the execution of this Agreement nor the grant of RSUs hereunder constitute an agreement by the Company to employ or to continue to employ the Participant during the entire, or any portion of, the term of this Agreement.

5.

Miscellaneous .

5.1

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or any affiliate by which the Participant is employed to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, the Participant may not assign this Agreement.

5.2

This award of RSUs shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding.

5.3

The Participant agrees that the award of the RSUs hereunder is special incentive compensation and that it, any dividends paid thereon (even if treated as compensation for tax purposes) will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any

payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company.

5.4

No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

5.5

This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

5.6

The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

5.7

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.

5.8

All notices, consents, requests, approvals, instructions and other communications provided for herein shall be in writing and validly given or made when delivered, or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same, at the addresses set forth at the heading of this Agreement or to such other address as either party may designate by like notice. Notices to the Company shall be addressed to the Compensation Committee of the Board with a copy to General Counsel, MarketAxess Holdings Inc., 299 Park Avenue, 10 th Floor, New York, New York, 10171.

5.9

This Agreement shall be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of Delaware without reference to rules relating to conflicts of law.

6.

Provisions of Plan and Guidelines Control . This Agreement is subject to all the terms, conditions and provisions of the Plan and the Guidelines, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan and the Guidelines as may be adopted by the Committee and as may be in effect from time to time. The Plan and the Guidelines are incorporated herein by reference. A copy of the Plan and the Guidelines have been delivered to the Participant. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan and the Guidelines, the Plan and the Guidelines shall control, and this Agreement shall be deemed to be modified accordingly. Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan or the Guidelines. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any other documents expressly contemplated herein or in the Plan or the Guidelines) and supersedes any prior agreements between the Company and the Participant.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

PARTICIPANT

Name:

Exhibit 10.4

MarketAxess Holdings Inc.
299 Park Avenue, 10 ^th Floor
New York, New York, 10171

January 19, 2011

Mr. Richard M. McVey, Chairman and Chief Executive Officer
c/o MarketAxess Holdings Inc.
299 Park Avenue, 10 ^th Floor
New York, New York, 10171

Re: Amended and Restated Terms of Employment

Dear Rick:

The purpose of this letter is to confirm the amended and restated terms and conditions of your continued employment with MarketAxess Holdings Inc. (the “ Company ”). The Company is pleased to continue your employment in accordance with the terms of this letter (the “ Letter Agreement ”).

1.  Title, Term and Duties . On the date hereof, the Company acknowledges that you are employed by the Company as its Chief Executive Officer and Chairman of the Board of Directors of the Company (the “ Board ”). Your employment will continue under the terms and conditions of this Letter Agreement for a term from February 1, 2011 (the “ Effective Date ”) until January 31, 2015 (the “Initial Term”). On the day following the last day of the Initial Term and each anniversary thereof, the term of this Letter Agreement shall be automatically extended for successive one-year periods, provided , however , that either party hereto may elect not to extend this Letter Agreement by giving written notice to the other party at least ninety (90) days prior to the end of the Initial Term or any such anniversary thereof. Notwithstanding anything else herein, you and the Company retain the right to terminate your employment hereunder at any time for any reason or no reason in accordance with the terms of this Letter Agreement. The period of time between the Effective Date and the termination of your employment hereunder shall be referred to herein as the “ Term .”

During the Term, you will report to the Board. While you are employed by the Company, you will devote substantially all of your business time and efforts to the performance of your duties hereunder and use your best efforts in such endeavors.

2. Base Salary, Bonus, Equity and Benefits .

(a) During the Term, the Company will pay you a base salary at a minimum rate of $400,000 per year, in accordance with the usual payroll practices of the Company. In addition, during the Term, you will be eligible to receive an annual bonus subject to, and in accordance with, the Company’s annual performance incentive plan as in effect from time to time on terms and conditions established and evaluated by the Compensation Committee of the Board (the “ Compensation Committee ”) in its sole discretion.

(b) In consideration for your entering into this Letter Agreement, on the date that you execute this Letter Agreement you will receive the following additional equity awards under the Company’s 2004 Stock Incentive Plan (amended and restated effective April 28, 2006) (the “ Stock Plan ”): (i) stock options to purchase a number of shares of the Company’s common stock with a grant date black-scholes value of $2,500,000, which award will be granted pursuant to, and will be subject to the terms and conditions of, the Form of Stock Option Agreement attached hereto as Exhibit A ; and (ii) restricted stock units for a number of shares of the Company’s common stock with a grant date value of $2,500,000, which award will be granted pursuant to, and will be subject to the terms and conditions of, the Form of Restricted Stock Unit Agreement attached hereto as Exhibit B .

(c) During the Term, you will be entitled to participate, to the extent eligible thereunder, in all benefit plans and programs (other than equity based arrangements and annual incentive compensation), in accordance with the terms thereof in effect from time to time, as are provided by the Company to senior management of the Company (including, without limitation, any, health benefits, life insurance and disability insurance), at a level comparable to other senior management of the Company. In addition, during the Term, the Company will provide you with the office equipment and network connections reasonably necessary to enable you to work efficiently from your home, as determined by the Company. Further, during the Term, you will be eligible to receive annual equity awards in such form and amounts and on such terms and conditions determined by the Compensation Committee in its sole discretion.

3.  Business Expenses . Upon presentation of appropriate documentation, you will be reimbursed by the Company for reasonable business expenses, in accordance with Company policies applicable to senior management, in connection with the performance of your duties hereunder.

4. Severance/Termination of Employment/Change in Control .

(a) In the event your employment with the Company pursuant to this Letter Agreement is terminated outside the Change in Control Protection Period (as defined in Section 4(c)) other than: (w) due to your death, (x) by you voluntarily, including without limitation as a result of your non-extension of the Term as provided in Section 1 (and in any event other than as a result of your resignation for Good Reason); (y) by the Company as a result of the Company’s non-extension of the Term as provided in Section 1, or (z) by the Company as a result of (A) your having a Disability (as defined below), (B) your willful misconduct or gross negligence in the performance of your duties under this Letter Agreement that is not cured by you within thirty (30) days after your receipt of written notice given to you by the Company, (C) your conviction of, or plea of guilty or nolo contendere to, a crime relating to the Company or any affiliate or any felony, or (D) a material breach by you of this Letter Agreement or any other material written agreement entered into between you and the Company that is not cured by you within thirty (30) days after your receipt of written notice given to you by the Company ((B) through (D) each a “ Cause Event ”), subject to your executing and delivering to the Company within 60 days following the date of such termination a fully effective waiver and general release in substantially the form attached to the Letter Agreement as Exhibit C (the “ Release ”) (which form may be amended by the Company with such changes as the Company or its counsel determine are reasonably necessary to support the legality and effectiveness of the Release), which the Company will provide to you within seven (7) days following the date of termination, the Company will: (i) continue to pay you in accordance with this Section 4(a) your base salary for a period of twenty-four (24) months commencing on the date set forth below in accordance with the usual payroll practices of the Company, but off the employee payroll; (ii) pay you an amount equal to two (2) times the average of the annual full-year cash bonuses you received from the Company for the three (3) completed calendar years prior to termination (the “ Average Bonus ”), payable in accordance with this Section 4(a) in twenty-four (24) approximately equal monthly installments commencing on the date set forth below; (iii) pay you any accrued and earned but unpaid annual bonus for the prior calendar year that would have been paid but for such termination, payable when such annual bonus would have otherwise been paid in accordance with the applicable annual performance incentive plan; and (iv) if you timely elect to continue health coverage under the Company’s plan in accordance with COBRA, pay your, your spouse’s and your dependent’s continuation coverage premiums to the extent, and for so long as you remain eligible for such continuation coverage under the applicable plan and pursuant to applicable law, but in no event for more than eighteen (18) months from the date of termination; provided , that the payments for continuation coverage shall be made only to the extent that such payments will not (i) subject the Company or any affiliate to any taxes or other penalties under Section 4980D of the Code or (ii) otherwise cause a violation of applicable law. Notwithstanding anything herein to the contrary, payment of the amounts described in subsections (i), (ii) and (iii) above shall be subject to the delay provided under Section 7(a), and in the event that such delay does not apply to the amounts described in subsection (i) and (ii), then the first payments of such amounts will made on the sixtieth (60 ^th ) day after the date of termination, which first payment will include payment of any amounts that would otherwise be due prior thereto.

(b) In the event your employment with the Company pursuant to this Letter Agreement is terminated outside the Change in Control Protection Period: (x) automatically upon your death, (y) by the Company as a result of your having a Disability, or (z) by the Company as a result of the Company’s non-extension of the Term as provided in Section 1, subject to your (or, in the event of your death, your estate) executing and delivering to the Company within 60 days following the date of such termination a fully effective copy of the Release, which the Company will provide within seven (7) days following the date of termination, the Company will: (i) continue to pay you (or, in the event of your death, your estate) in accordance with this Section 4(b) your base salary for a period of twelve (12) months commencing on the date set forth below in accordance with the usual payroll practices of the Company, but off the employee payroll; (ii) pay you (or, in the event of your death, your estate) an amount equal to one (1) times the Average Bonus, payable in accordance with this Section 4(b) in twelve (12) approximately equal monthly installments commencing on the date set forth below; (iii) pay you (or, in the event of your death, your estate) any accrued and earned but unpaid annual bonus for the prior calendar year that would have been paid but for such termination, payable when such annual bonus would have otherwise been paid in accordance with the applicable annual performance incentive plan; and (iv) provide you with the benefits described in Section 4(a)(iv) (provided in the manner described therein) for up to twelve (12) months from the date of termination. Notwithstanding anything herein to the contrary, payment of the amounts described in subsections (i), (ii) and (iii) above shall be subject to the delay provided under Section 7(a) in the event of a termination by the Company due to your having a Disability, and in the event that such delay does not apply to the amounts described in subsection (i) and (ii), then the first payments of such amounts will made on the sixtieth (60 ^th ) day after the date of termination, which first payment will include payment of any amounts that would otherwise be due prior thereto.

(c) In the event your employment with the Company pursuant to this Letter Agreement is terminated by you for Good Reason (as defined below) or other than: (x) by you voluntarily including without limitation as a result of your non-extension of the Term as provided in Section 1 (and in any event other than as a result of your resignation for Good Reason); or (y) by the Company as a result of a Cause Event, in any case, on or within eighteen (18) months after a Change in Control (as defined in the Stock Plan on the date hereof) or within three (3) months prior to a Change in Control that constitutes a Change in Control Event within the meaning of Section 409A of Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) (the “ Change in Control Protection Period ”), in lieu of the payments and benefits described in Section 4(a) or 4(b), as applicable, and subject to your executing and delivering to the Company within 60 days following the date of such termination a fully effective copy of the Release, which the Company will provide to you within seven (7) days following the date of termination, the Company will: (i) continue to pay you (or, in the event of your death, your estate) in accordance with this Section 4(c) your base salary for a period of twenty-four (24) months commencing on the date set forth below in accordance with the usual payroll practices of the Company, but off the employee payroll; (ii) pay you an amount equal to two (2) times the Average Bonus, payable in accordance with this Section 4(c) in twenty-four (24) approximately equal monthly installments commencing on the date set forth below; (iii) pay you any accrued and earned but unpaid annual bonus for the prior calendar year that would have been paid but for such termination, payable when such annual bonus would have otherwise been paid in accordance with the applicable annual performance incentive plan; and (iv) provide you with the benefits described in Section 4(a)(iv) (provided in the manner described therein) for up to eighteen (18) months from the date of termination. Notwithstanding anything herein to the contrary, payment of the amounts described in subsections (i), (ii) and (iii) above shall be subject to the delay provided under Section 7(a), and in the event that such delay does not apply to the amounts described in subsection (i) and (ii), then the first payments of such amounts will made on the sixtieth (60 ^th ) day after the date of termination, which first payment will include payment of any amounts that would otherwise be due prior thereto.

(d) You will be under no obligation to seek other employment and there will be no offset against any amounts owing to you under Sections 4(a), (b) or (c) above, as applicable, on account of any remuneration attributable to any subsequent employment that you may obtain.

(e) For purposes of this Letter Agreement, “ Good Reason ” shall mean any of the following events that is not cured by the Company within thirty (30) days after the Company’s receipt of written notice from you specifying the event claimed to be Good Reason: (i) you no longer holding the title of Chief Executive Officer of the Company, or the failure of the Board to nominate you as a director or, once elected to the Board, the failure of the Board to elect you as Chairman, (ii) a material diminution in your duties, authorities or responsibilities or the assignment to you of duties or responsibilities that are materially adversely inconsistent with your then position (other than as a result of you ceasing to be a director); (iii) a material breach of this Letter Agreement by the Company; (iv) a requirement by the Company that your principal place of work be moved to a location more than fifty (50) miles away from its current location; or (v) the failure of the Company to obtain and deliver to you a reasonably satisfactory written agreement from any successor to all or substantially all of the Company’s assets to assume and agree to perform this Letter Agreement. You shall be required to provide the Company with written notice of your termination of employment for Good Reason no later than forty-five (45) days after the occurrence of the event that constitutes Good Reason.

(f) For purposes of this Letter Agreement, “ Disability ” shall mean your having a permanent and total disability as defined in Section 22(e)(3) of the Code.

(g) Upon termination of your employment hereunder for any reason, all of your then outstanding equity awards shall be treated as set forth in the applicable award agreement and the Company will have no obligations under this Letter Agreement other than as provided above and to pay you: (i) any base salary you have earned and accrued but remains unpaid as of the date of your termination of employment, paid in accordance with the usual payroll practices of the Company; (ii) any unreimbursed business expenses otherwise reimbursable in accordance with the Company’s policies as in effect from time to time, paid in accordance with such policies and Section 7(d) below; and (iii) benefits paid and or provided in accordance with the terms of the applicable plans and programs of the Company.

5.  280G Excise Tax . In the event that you become entitled to payments and/or benefits provided by this Letter Agreement or any other amounts or benefits in the “nature of compensation” (whether pursuant to the terms of this Letter Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control of the Company (collectively the “ Company Payments ”), and if such Company Payments will be subject to the tax (the “ Excise Tax ”) imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed by any taxing authority) the amount of any Company Payments will be automatically reduced to an amount one dollar less than an amount that would subject you to the Excise Tax; provided, however, that the reduction will occur only if the reduced Company Payments received by you (after taking into account all applicable federal, state and local income, social security and other taxes) would be greater than the unreduced Company Payments to be received by you minus (i) the Excise Tax payable with respect to such Company Payments and (ii) all other applicable federal, state and local income, social security and other taxes on such Company Payments. If such reduction is to be effective, the Company Payments shall be reduced in the following order: (a) any cash severance based on salary or bonus, (b) any other cash amounts payable to you, (c) any benefits valued as “parachute payments” within the meaning of Code Section 280G(b)(2); (d) acceleration of vesting of any stock option or similar awards for which the exercise price exceeds the then fair market value, and (e) acceleration of vesting of any equity not covered by clause (d) above.

6.  Restrictive Covenants . You acknowledge and agree that the terms of the Proprietary Information and Non-Competition Agreement that you previously executed (the “ Proprietary Information and Non-Competition Agreement ”) shall remain in full force and effect.

7. Code Section 409A .

(a) Notwithstanding any provision to the contrary in this Letter Agreement, a termination of your employment will not be deemed to have occurred for purposes of any provision of this Letter Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Letter Agreement, references to a “termination” or “termination of employment” will mean separation from service. If you are deemed on the date of termination of your employment to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, such payment or benefit will not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of your separation from service or (ii) the date of your death. On the first day of the seventh month following the date of your separation from service or, if earlier, on the date of your death, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Letter Agreement will be paid or provided in accordance with the normal payment dates specified for them herein in each case without interest.

(b) If you (or your representative) inform the Company that any provision of this Letter Agreement would cause you to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company will consider in good faith reforming such provision, after consulting with and receiving your approval (which will not be unreasonably withheld); provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the applicable provision without violating the provisions of Code Section 409A.

(c) The parties agree that this Letter Agreement shall be interpreted to comply with Code Section 409A and all provisions of this Letter Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event will the Company be liable for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A or the provisions of this Section 7.

(d) Any reimbursement of costs and expenses provided for under this Letter Agreement shall be made no later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred.

(e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect.

(f) With regard to any installment payments provided for herein, each installment thereof shall be deemed a separate payment for purposes of Code Section 409A.

(g) Whenever a payment under this Letter Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(h) To the extent that this Letter Agreement provides for your indemnification by the Company and/or the payment or advancement of costs and expenses associated with indemnification, any such amounts shall be paid or advanced to you only in a manner and to the extent that such amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation 1.409A-1(b)(10).

8.  Directors and Officers Liability Insurance . While you are employed by the Company hereunder and while potential liability exists thereafter, the Company will cover you under the Company’s directors’ and officers’ liability insurance on the same basis as other directors and senior management of the Company, which liability insurance shall at all times provide coverage in an amount that is reasonable and customary for companies of a similar size in the Company’s industry.

9. Miscellaneous .

(a) The Company may withhold from any and all amounts payable to you such federal, state, local and all other taxes as may be required to be withheld pursuant to any applicable laws or regulations.

(b) You represent that your execution and performance of this Letter Agreement will not be in violation of any other agreement to which you are a party. Notwithstanding anything else herein, this Letter Agreement is personal to you and neither the Letter Agreement nor any rights hereunder may be assigned by you.

(c) This Letter Agreement shall be governed by, and construed under and in accordance with, the internal laws of the State of New York, without reference to rules relating to conflicts of laws.

(d) This Letter Agreement contains the entire agreement of the parties relating to the subject matter hereof, and supersedes in its entirety any and all prior agreements (including, without limitation, the prior letter agreements, dated April 19, 2000 and March 3, 2004, as amended), understandings or representations relating to the subject matter hereof other than any equity award agreements entered into on or prior to the date hereof, the Proprietary Information and Non-Competition Agreement.

(e) No modifications of this Letter Agreement will be valid unless made in writing and signed by the parties hereto.

10.  Arbitration . Any controversy or claim arising out of or relating to this Letter Agreement or your employment with the Company shall be settled by arbitration in New York, New York administered by the American Arbitration Association (“ AAA ”) under its Commercial Arbitration Rules. The arbitration shall be arbitrated by a single arbitrator mutually selected by you and the Company, with the AAA to appoint the arbitrator in the event that the parties are unable to agree on the selection within thirty days following the initiation of the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome (a) each party shall pay all its own costs and expenses, including without limitation its own legal fees and expenses, and (b) joint expenses shall be borne equally among the parties.

11.  Recoupment . Notwithstanding anything to the contrary in this Letter Agreement or any equity or other compensation award agreement between you and the Company, you hereby acknowledge and agree that all compensation paid to you by the Company, whether in the form of cash, the Company’s common stock or any other form of property, will be subject to any compensation recapture policies established by the Board (or any committee thereof) from time to time, in its sole discretion, in order to comply with law, rules or other regulatory requirements applicable to the Company or its employees including without limitation any such policy that is intended to comply with (i) The Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules and regulations promulgated thereunder and (ii) the Remuneration Code published by the UK Financial Services Authority.

Accepted and Agreed:
/s/ Richard M. McVey
Richard M. McVey
Date:	January 19, 2011

EXHIBIT C

WAIVER AND GENERAL RELEASE

[DATE]

Richard M. McVey
[ADDRESS]

Dear Richard:

This Waiver and General Release (this “ Agreement ”) serves to memorialize the terms of the termination of your employment with MarketAxess Holdings Inc.(“ MarketAxess ”). The terms of this Agreement, including your right to the payments and benefits referred to in Paragraph 2 below, are contingent upon and subject to your executing and not revoking this Agreement. As used in this Agreement, the terms “ you ” and “ your ” refer to Richard M. McVey.

1 Termination of Employment .

You hereby acknowledge and agree that your employment with MarketAxess was terminated effective [DATE] (the “Termination Date”), and that after the Termination Date you will not represent yourself as being an employee, officer, agent or representative of MarketAxess for any purpose. The Termination Date will be the termination date of your employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through MarketAxess, except as otherwise provided in this Agreement.

2 Severance Payments and Benefits .

Subject to your full compliance with all of your obligations under this Agreement, including but not limited to the covenants contained in Paragraphs 3 and 4, in addition to payment of all unpaid vested compensation and benefits earned by you through the Termination Date ((a)-(d) below, the “Severance Benefits”):

(a) You will continue to be paid your current semi-monthly pay of [                      ] ($[                      ]) per pay period (less standard applicable tax withholdings and other deductions required by law), for a period of [                      ] ¹ months from the Termination Date;

(b) You will be entitled to an amount equal to [                      ] ($[                      ]) ² , payable in equal monthly installments (less standard applicable tax withholdings and other deductions required by law), for a period of [                      ] ³ months from the Termination Date;

(c) You will be paid any accrued and earned but unpaid annual bonus for [                      ] ⁴ that would have been paid but for your termination of employment, payable when such annual bonus would have otherwise been paid to you in accordance with the applicable annual performance incentive plan; and

(d) If you timely elect to continue health coverage under the [NAME OF HEALTH PLAN] (the “Health Plan”) in accordance with COBRA, MarketAxess will pay your, your spouse’s and your dependent’s continuation coverage premiums to the extent, and for so long as you remain eligible for such continuation coverage under the Health Plan and pursuant to applicable law, but in no event for more than [                      ] ⁵ months from the Termination Date; provided , that the payments for such continuation coverage shall be made only to the extent that such payments will not (i) subject MarketAxess or any affiliate to any taxes or other penalties under Section 4980D of the Code or (ii) otherwise cause a violation of applicable law.

3 Employee’s General Release and Waiver .

(a) YOU HEREBY RELEASE MARKETAXESS AND ALL OF ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY REFERRED TO HEREIN AS THE “ RELEASEES ”), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH YOU OR YOUR HEIRS, SUCCESSORS OR ASSIGNS HAVE OR MAY HAVE AGAINST ANY RELEASEE ARISING ON OR PRIOR TO THE DATE THAT YOU EXECUTE THIS AGREEMENT AND ANY AND ALL LIABILITY WHICH ANY SUCH RELEASEE MAY HAVE TO YOU, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES ARISING FROM ANY AND ALL BASES, HOWEVER DENOMINATED, INCLUDING BUT NOT LIMITED TO CLAIMS FOR WRONGFUL DISCHARGE, ACCRUED BONUS OR

INCENTIVE PAY, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, TITLE VII OF THE UNITED STATES CIVIL RIGHTS ACT OF 1964, 42 U.S.C. § 1981, WORKERS ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE NEW YORK HUMAN RIGHTS LAW, INCLUDING NEW YORK EXECUTIVE LAW § 296, § 8-107 OF THE ADMINISTRATIVE CODE AND CHARTER OF NEW YORK CITY OR ANY OTHER FEDERAL, STATE, OR LOCAL LAW AND ANY WORKERS’ COMPENSATION OR DISABILITY CLAIMS UNDER ANY SUCH LAWS. THIS RELEASE IS FOR ANY AND ALL CLAIMS, INCLUDING BUT NOT LIMITED TO CLAIMS ARISING FROM AND DURING YOUR EMPLOYMENT RELATIONSHIP WITH RELEASEES OR AS A RESULT OF THE TERMINATION OF SUCH RELATIONSHIP. NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS AGREEMENT, THIS RELEASE IS NOT INTENDED TO INTERFERE WITH YOUR RIGHT TO FILE A CHARGE WITH THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY STATE HUMAN RIGHTS COMMISSION IN CONNECTION WITH ANY CLAIM YOU BELIEVE YOU MAY HAVE AGAINST ANY OF THE RELEASEES. HOWEVER, BY EXECUTING THIS AGREEMENT, YOU HEREBY WAIVE THE RIGHT TO RECOVER IN ANY PROCEEDING YOU MAY BRING BEFORE THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY STATE HUMAN RIGHTS COMMISSION OR IN ANY PROCEEDING BROUGHT BY THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY STATE HUMAN RIGHTS COMMISSION ON YOUR BEHALF. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED, INCLUDING, BUT NOT LIMITED TO, INJUNCTIVE RELIEF, WAGES, BACK PAY, FRONT PAY, COMPENSATORY DAMAGES, OR PUNITIVE DAMAGES. THIS RELEASE SHALL NOT APPLY TO ANY OBLIGATION OF MARKETAXESS PURSUANT TO THIS AGREEMENT.

YOU ACKNOWLEDGE THAT THE SEVERANCE BENEFITS THAT YOU WILL RECEIVE UNDER PARAGRAPH 2 OF THIS AGREEMENT REPRESENT GOOD AND VALUABLE CONSIDERATION FOR YOUR ENTERING INTO THIS AGREEMENT TO WHICH YOU OTHERWISE DID NOT HAVE A RIGHT.

(b) In the event there is presently pending any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of Paragraph 3(a), or if such a proceeding is commenced in the future, you shall, to the extent permitted by law, promptly withdraw it, with prejudice, to the extent that you have the power to do so.

(c) Nothing in this Agreement shall affect your vested rights, if any, to any equity award granted to you under the MarketAxess equity incentive plan(s). Your rights to benefits under any such plan(s) will be determined in accordance with the terms of such plan(s) and your award agreements.

(d) Nothing in this Agreement shall affect your vested rights, if any, to retirement benefits under any 401(k) retirement plan(s) offered by MarketAxess. Your rights to benefits under any such 401(k) Plan(s) and any other employee benefits plans will be determined in accordance with the terms of such plans.

(e) Nothing in this Agreement shall affect your eligibility for indemnification in accordance with MarketAxess’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability you incurred or might incur as an employee, officer or director of MarketAxess.

(f) You will receive payment for any accrued, unused vacation days.

4 Other Agreements .

(a)  Return of Documents . You agree that on or before [                      ], 20         , you will return to MarketAxess all property and all information concerning the business of MarketAxess in your possession, custody or control that has been furnished to you or is held by you, at your office, residence or elsewhere, and shall not retain any copies, duplicates, reproductions or excepts thereof. If necessary, arrangements will be made by MarketAxess to ship MarketAxess property from your home to MarketAxess at no cost to you.

(b)  Compliance with Existing Agreements . You agree to comply with the confidential information statement and the intellectual property, and non-competition agreement that you previously executed which shall remain in full force and effect and which are expressly incorporated herein.

(c)  Non-Disparagement . You shall not make any public statements, encourage others to make statements or release information intended to disparage or defame MarketAxess, any of its affiliates or any of their respective directors or officers. Notwithstanding the foregoing, nothing in this Paragraph 4(c) shall prohibit you from making truthful statements when required by order of a court or other body having jurisdiction or as required by law.

(d)  Future Cooperation . You agree to reasonably cooperate with MarketAxess and its counsel (including attending meetings) with respect to any claim, arbitral hearing, lawsuit, action or governmental or other investigation relating to the conduct of the business of MarketAxess or its affiliates and agree to provide full and complete disclosure to MarketAxess and its counsel in response to any inquiry in connection with any such matters, without further compensation (except as to reasonable out-of-pocket expenses actually incurred by you in complying with this provision) and agree to cooperate with any other reasonable inquiry of MarketAxess.

(e)  Forfeitures in Event of Breach . You acknowledge and agree that, notwithstanding any other provision of this Agreement, in the event this Agreement does not become effective as provided in Paragraph 9, below, or you materially breach any of your obligations under Paragraphs 3 or 4 of this Agreement, you shall forfeit your right to receive the Severance Benefits that have not been paid or provided to you as of the date of such forfeiture and you shall be liable to MarketAxess for liquidated damages in the amount of the consideration already paid pursuant to Paragraph 2, above.

5 Remedies .

You acknowledge and agree that the covenants, obligations and agreements contained in Paragraph 4 herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause MarketAxess irreparable injury for which adequate remedies are not available at law. Therefore, you agree that MarketAxess shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond or any other security) as a court of competent jurisdiction may deem necessary or appropriate to restrain you from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies MarketAxess may have. MarketAxess and you hereby irrevocably submit to the exclusive jurisdiction of the courts of New York, and the Federal courts of the United States of America, in each case located in New York City, in respect of the injunctive remedies set forth in this Paragraph 5 and the interpretation and enforcement of this Paragraph 5 insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 5, and the parties hereto hereby irrevocably agree that (a) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (b) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (c) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (d) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 5, provided that MarketAxess may seek to enforce any such injunctive relief in any court of competent jurisdiction.

6 No Admission .

This Agreement does not constitute an admission of liability or wrongdoing of any kind by MarketAxess or its affiliates.

7 Heirs and Assigns .

The terms of this Agreement shall be binding on the parties hereto and their respective successors and assigns.

8 General Provisions .

(a)  Integration . This Agreement constitutes the entire understanding of MarketAxess and you with respect to the subject matter hereof and supersedes all prior understandings or agreements, written or oral between you and MarketAxess except for those agreements that are expressly incorporated herein. The terms of this Agreement may be changed, modified or discharged only by an instrument in writing signed by the parties hereto. A failure of MarketAxess or you to insist on strict compliance with any provision of this Agreement shall not be deemed a waiver of such provision or any other provision hereof. In the event that any provision of this Agreement is determined to be so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

(b)  Choice of Law . This Agreement shall be construed, enforced and interpreted in accordance with and governed by the laws of the state of New York excluding rules of law that would lead to the application of the laws of any other jurisdiction.

(c)  Construction of Agreement . The rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in favor or against either party.

(d)  Counterparts . This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

9 Knowing and Voluntary Waiver .

You acknowledge that you received a copy of this Agreement on [DATE] and that you reviewed and understand all of its provisions. You acknowledge that you have been advised to consult with an attorney prior to executing this Agreement, and you have been given the opportunity to consider this Agreement for 21 days. You further acknowledge that by your free and voluntary act of signing below, you agree to all terms of this Agreement and intend to be legally bound thereby.

If you wish to enter into this Agreement, you must sign it and return it to MarketAxess Holdings Inc., 299 Park Avenue, 10 ^th Floor, New York, NY 10171, Attention: Head of Human Resources, no earlier than your Termination Date and no later than [DATE].

This Agreement shall not become effective until the eighth (8 ^th ) day following the date on which you sign this Agreement (“ Effective Date ”). You may at any time prior to the Effective Date revoke this Agreement delivering a notice in writing of such revocation to MarketAxess Holdings Inc., 299 Park Avenue, 10 ^th Floor, New York, NY 10171, Attention: Head of Human Resources. In the event you revoke this Agreement prior to the eight (8 ^th ) day after the execution thereof, this Agreement, and the promises contained herein shall become null and void.

Acknowledgment

On the  _____  day of  _____, 20_____, before me personally came Richard M. McVey, to me known and known to be to be the person described herein, and who executed, the foregoing Waiver and General Release, and duly acknowledged to me that he executed the same.

Notary Public
Date:

Commission Expires:

Exhibit 10.5

MarketAxess Holdings Inc.
299 Park Avenue, 10 ^th Floor
New York, New York, 10171

January 19, 2011

Mr. T. Kelley Millet, President
c/o MarketAxess Holdings Inc.
299 Park Avenue, 10 ^th Floor
New York, New York, 10171

Re: Amended and Restated Terms of Employment

Dear Kelley:

The purpose of this letter is to confirm the amended and restated terms and conditions of your continued employment with MarketAxess Holdings Inc. (the “ Company ”). The Company is pleased to continue your employment in accordance with the terms of this letter (the “ Letter Agreement ”).

1.  Title, Term and Duties . On the date hereof, the Company acknowledges that you are employed by the Company as its President and that you serve as a member of the Board of Directors of the Company (the “ Board ”). Your employment will continue under the terms and conditions of this Letter Agreement for a term from February 1, 2011 (the “ Effective Date ”) until January 31, 2015 (the “ Initial Term ”). On the day following the last day of the Initial Term and each anniversary thereof, the term of this Letter Agreement shall be automatically extended for successive one-year periods, provided , however , that either party hereto may elect not to extend this Letter Agreement by giving written notice to the other party at least ninety (90) days prior to the end of the Initial Term or any such anniversary date. Notwithstanding anything else herein, you and the Company retain the right to terminate your employment hereunder at any time for any reason or no reason in accordance with the terms of this Letter Agreement. The period of time between the Effective Date and the termination of your employment hereunder shall be referred to herein as the “ Term .” During the Term, you will have such duties, responsibilities and authority, commensurate with your position, as may be assigned to you from time to time by the Chief Executive Officer of the Company. In addition, during the Term, you will report to and follow the lawful directions of the Chief Executive Officer of the Company.

While you are employed by the Company, you will devote substantially all of your business time and efforts to the performance of your duties hereunder and use your best efforts in such endeavors.

2.  Base Salary, Bonus, Equity and Benefits .

(a) During the Term, the Company will pay you a base salary at a minimum rate of $300,000.00 per year, in accordance with the usual payroll practices of the Company. In addition, during the Term, you will be eligible to receive an annual bonus subject to, and in accordance with, the Company’s annual performance incentive plan as in effect from time to time on terms and conditions established and evaluated by the Compensation Committee (the “ Compensation Committee ”) of the Board in its sole discretion.

(b) In consideration for your entering into this Letter Agreement, on the date that you execute this Letter Agreement you will receive the following equity awards under the Company’s 2004 Stock Incentive Plan (amended and restated effective April 28, 2006) (the “ Stock Plan ”): (i) stock options to purchase a number of shares of the Company’s common stock with a grant date black-scholes value of $1,250,000, which award will be granted pursuant to, and will be subject to the terms and conditions of, the Form of Stock Option Agreement attached hereto as Exhibit A; and (ii) restricted stock units for a number of shares of the Company’s common stock with a grant date value of $1,250,000, which award will be granted pursuant to, and will be subject to the terms and conditions of, the Form of Restricted Stock Unit Agreement attached hereto as Exhibit B.

(c) During the Term, you will be entitled to participate, to the extent eligible thereunder, in all benefit plans and programs (other than equity based arrangements and annual incentive compensation), in accordance with the terms thereof in effect from time to time, as are provided by the Company to senior management of the Company (including, without limitation, health benefits, life insurance and disability insurance), at a level comparable to other senior management of the Company. In addition, during the Term, you will be eligible to receive annual equity awards in such form and amounts and on such terms and conditions determined by the Compensation Committee in its sole discretion.

3.  Business Expenses . Upon presentation of appropriate documentation, you will be reimbursed by the Company for reasonable business expenses, in accordance with Company policies applicable to senior management, in connection with the performance of your duties hereunder.

4. Severance/Termination of Employment/Change in Control .

(a) In the event your employment with the Company pursuant to this Letter Agreement is terminated outside the Change in Control Protection Period (as defined in Section 4(b)) other than: (x) by you voluntarily, including without limitation as a result of your non-extension of the Term as provided in Section 1 (and in any event other than as a result of your resignation for Good Reason (as defined in Section 4(e) below)); or (y) by the Company for Cause (as defined in Section 4(d) below), and subject to your executing and delivering to the Company within 60 days following the date of such termination a fully effective waiver and general release in substantially the form attached to the Letter Agreement as Exhibit C (the “ Release ”) (which form may be amended by the Company with such changes as the Company or its counsel determine are reasonably necessary to support the legality and effectiveness of the Release), which the Company will provide to you within seven (7) days following the date of termination, the Company will: (i) continue to pay you (or, in the event of your death, your estate) in accordance with this Section 4(a) your base salary for a period of twelve (12) months commencing on the date set forth below in accordance with the usual payroll practices of the Company, but off the employee payroll; (ii) pay you an amount equal to the average of the annual full-year cash bonuses you received from the Company for the three (3) completed calendar years prior to termination, payable in accordance with this Section 4(a) in twelve (12) approximately equal monthly installments commencing on the date set forth below; (iii) pay you any accrued and earned but unpaid annual bonus for the prior calendar year that would have been paid but for such termination, payable when such annual bonus would have otherwise been paid in accordance with the applicable annual performance incentive plan; and (iv) if you (or in the event of your death, your spouse or dependents) timely elect to continue health coverage under the Company’s plan in accordance with COBRA, pay your, your spouse’s and your dependent’s continuation coverage premiums to the extent, and for so long as you (or, in the event of your death, your spouse or dependents) remain eligible for such continuation coverage under the applicable plan and pursuant to applicable law, but in no event for more than twelve (12) months from the date of termination; provided , that the payments for continuation coverage shall be made only to the extent that such payments will not (i) subject the Company or any affiliate to any taxes or other penalties under Section 4980D of the Code or (ii) otherwise cause a violation of applicable law. Notwithstanding anything herein to the contrary, payment of the amounts described in subsections (i), (ii) and (iii) above shall be subject to the delay provided under Section 7(a), and in the event that such delay does not apply to the amounts described in subsection (i) and (ii), then the first payments of such amounts will made on the sixtieth (60 ^th ) day after the date of termination, which first payment will include payment of any amounts that would otherwise be due prior thereto.

(b) In the event your employment with the Company pursuant to this Letter Agreement is terminated by you for Good Reason (as defined in Section 4(e) below) or other than: (x) by you voluntarily without Good Reason, including without limitation as a result of your non-extension of the Term as provided in Section 1; or (y) by the Company for Cause, in any case, on or within eighteen (18) months after a Change in Control (as defined in the Stock Plan on the date hereof) or within three (3) months prior to a Change in Control that constitutes a Change in Control Event within the meaning of Section 409A of Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) (the “ Change in Control Protection Period ”), in lieu of the payments and benefits described in Section 4(a), and subject to your executing and delivering to the Company within 60 days following the date of such termination a fully effective copy of the Release, which the Company will provide to you within seven (7) days following the date of termination, the Company will: (i) continue to pay you (or, in the event of your death, your estate) in accordance with this Section 4(b) your base salary for a period of eighteen (18) months commencing on the date set forth below in accordance with the usual payroll practices of the Company, but off the employee payroll; (ii) pay you an amount equal to one and one-half (1.5) times the average of the annual full-year cash bonus you received from the Company for the three (3) completed calendar years prior to such termination, payable in accordance with this Section 4(b) in eighteen (18) approximately equal monthly installments commencing on the date set forth below; (iii) pay you any accrued and earned but unpaid annual bonus for the prior calendar year that would have been paid but for such termination, payable when such annual bonus would have otherwise been paid in accordance with the applicable annual performance incentive plan; and (iv) provide you with the benefits described in Section 4(a)(iv) (provided in the manner described therein) for up to twelve (12) months from the date of termination. Notwithstanding anything herein to the contrary, payment of the amounts described in subsections (i), (ii) and (iii) above shall be subject to the delay provided under Section 7(a), and in the event that such delay does not apply to the amounts described in subsection (i) and (ii), then the first payments of such amounts will made on the sixtieth (60 ^th ) day after the date of termination, which first payment will include payment of any amounts that would otherwise be due prior thereto.

(c) You will be under no obligation to seek other employment and there will be no offset against any amounts owing to you under Sections 4(a) or (b) above, as applicable, on account of any remuneration attributable to any subsequent employment that you may obtain.

(d) For purposes of this Letter Agreement, “ Cause ” shall mean your (i) willful misconduct or gross negligence in the performance of your duties under this Letter Agreement that is not cured by you within 30 days after your receipt of written notice given to you by the Company, (ii) conviction of, or plea of guilty or nolo contendere to, a crime relating to the Company or any affiliate or any felony, or (iii) material breach of this Letter Agreement or any other material written agreement entered into between you and the Company that is not cured by you within 30 days after your receipt of written notice given to you by the Company.

(e) For purposes of this Letter Agreement, “ Good Reason ” shall mean any of the following events that is not cured by the Company within thirty (30) days after the Company’s receipt of written notice from you specifying the event claimed to be Good Reason: (i) any reduction in your title (other than as a result of you ceasing to be a director) or the failure of the Board to nominate you as a director, (ii) a material diminution in your duties, authorities or responsibilities (other than as a result of you ceasing to be a director) or the assignment to you of duties or responsibilities that are materially adversely inconsistent with your then position; (iii) a material breach of this Letter Agreement by the Company; (iv) a requirement by the Company that your principal place of work be moved to a location more than fifty (50) miles away from its current location; or (v) the failure of the Company to obtain and deliver to you a reasonably satisfactory written agreement from any successor to all or substantially all of the Company’s assets to assume and agree to perform this Letter Agreement. You shall be required to provide the Company with written notice of your termination of employment for Good Reason no later than forty-five (45) days after the occurrence of the event that constitutes Good Reason.

(f) Upon termination of your employment hereunder for any reason, all of your then outstanding equity awards shall be treated as set forth in the applicable award agreement and the Company will have no obligations under this Letter Agreement other than as provided above and to pay you: (i) any base salary you have earned and accrued but remains unpaid as of the date of your termination of employment, paid in accordance with the usual payroll practices of the Company; (ii) any unreimbursed business expenses otherwise reimbursable in accordance with the Company’s policies as in effect from time to time, paid in accordance with such policies and Section 7(d) below; and (iii) benefits paid and or provided in accordance with the terms of the applicable plans and programs of the Company.

5.  280G Excise Tax . In the event that you become entitled to payments and/or benefits provided by this Letter Agreement or any other amounts or benefits in the “nature of compensation” (whether pursuant to the terms of this Letter Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control of the Company (collectively the “ Company Payments ”), and if such Company Payments will be subject to the tax (the “ Excise Tax ”) imposed by Section 4999 of the Code (or any similar tax that may hereafter be imposed by any taxing authority) the amount of any Company Payments will be automatically reduced to an amount one dollar less than an amount that would subject you to the Excise Tax; provided, however, that the reduction will occur only if the reduced Company Payments received by you (after taking into account all applicable federal, state and local income, social security and other taxes) would be greater than the unreduced Company Payments to be received by you minus (i) the Excise Tax payable with respect to such Company Payments and (ii) all other applicable federal, state and local income, social security and other taxes on such Company Payments. If such reduction is to be effective, the Company Payments shall be reduced in the following order: (a) any cash severance based on salary or bonus, (b) any other cash amounts payable to you, (c) any benefits valued as “parachute payments” within the meaning of Code Section 280G(b)(2); (d) acceleration of vesting of any stock option or similar awards for which the exercise price exceeds the then fair market value, and (e) acceleration of vesting of any equity not covered by clause (d) above.

6.  Restrictive Covenants . You acknowledge and agree that the terms of the confidential information statement (the “ MarketAxess Confidentiality Statement ”) and the Proprietary Information and Non-Competition Agreement (the “ Proprietary Information and Non-Competition Agreement ”) that you previously executed shall remain in full force and effect.

7.  Code Section 409A

(a) Notwithstanding any provision to the contrary in this Letter Agreement, a termination of your employment will not be deemed to have occurred for purposes of any provision of this Letter Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” (within the meaning of Code Section 409A) and, for purposes of any such provision of this Letter Agreement, references to a “termination” or “termination of employment” will mean separation from service. If you are deemed on the date of termination of your employment to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the providing of any benefit that constitutes “non-qualified deferred compensation” pursuant to Code Section 409A, such payment or benefit will not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of your separation from service or (ii) the date of your death. On the first day of the seventh month following the date of your separation from service or, if earlier, on the date of your death, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Letter Agreement will be paid or provided in accordance with the normal payment dates specified for them herein in each case without interest.

(b) If you (or your representative) inform the Company that any provision of this Letter Agreement would cause you to incur any additional tax or interest under Code Section 409A or any regulations or Treasury guidance promulgated thereunder, the Company will consider in good faith reforming such provision, after consulting with and receiving your approval (which will not be unreasonably withheld); provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the applicable provision without violating the provisions of Code Section 409A.

(c) The parties agree that this Letter Agreement shall be interpreted to comply with Code Section 409A and all provisions of this Letter Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In no event will the Company be liable for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A or the provisions of this Section 7.

(d) Any reimbursement of costs and expenses provided for under this Letter Agreement shall be made no later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred.

(e) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect.

(f) With regard to any installment payments provided for herein, each installment thereof shall be deemed a separate payment for purposes of Code Section 409A.

(g) Whenever a payment under this Letter Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(h) To the extent that this Letter Agreement provides for your indemnification by the Company and/or the payment or advancement of costs and expenses associated with indemnification, any such amounts shall be paid or advanced to you only in a manner and to the extent that such amounts are exempt from the application of Code Section 409A in accordance with the provisions of Treasury Regulation 1.409A-1(b)(10).

8.  Directors and Officers Liability Insurance . While you are employed by the Company hereunder and while potential liability exists thereafter, the Company will cover you under the Company’s directors’ and officers’ liability insurance on the same basis as other directors and senior management of the Company, which liability insurance shall at all times provide coverage in an amount that is reasonable and customary for companies of a similar size in the Company’s industry.

9. Miscellaneous .

(a) The Company may withhold from any and all amounts payable to you such federal, state, local and all other taxes as may be required to be withheld pursuant to any applicable laws or regulations.

(b) You represent that your execution and performance of this Letter Agreement will not be in violation of any other agreement to which you are a party. Notwithstanding anything else herein, this Letter Agreement is personal to you and neither the Letter Agreement nor any rights hereunder may be assigned by you.

(c) This Letter Agreement shall be governed by, and construed under and in accordance with, the internal laws of the State of New York, without reference to rules relating to conflicts of laws.

(d) This Letter Agreement contains the entire agreement of the parties relating to the subject matter hereof, and supersedes in its entirety any and all prior agreements (including, without limitation, the prior letter agreements, dated August 21, 2006, as amended), understandings or representations relating to the subject matter hereof other than any equity award agreements entered into on or prior to the date hereof, the MarketAxess Confidentiality Statement and the Proprietary Information and Non-Competition Agreement.

(e) No modifications of this Letter Agreement will be valid unless made in writing and signed by the parties hereto.

10.  Arbitration . Any controversy or claim arising out of or relating to this Letter Agreement or your employment with the Company shall be settled by arbitration in New York, New York administered by the American Arbitration Association (“ AAA ”) under its Commercial Arbitration Rules. The arbitration shall be arbitrated by a single arbitrator mutually selected by you and the Company, with the AAA to appoint the arbitrator in the event that the parties are unable to agree on the selection within thirty days following the initiation of the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties acknowledge and agree that in connection with any such arbitration and regardless of outcome (a) each party shall pay all its own costs and expenses, including without limitation its own legal fees and expenses, and (b) joint expenses shall be borne equally among the parties.

11.  Recoupment . Notwithstanding anything to the contrary in this Letter Agreement or any equity or other compensation award agreement between you and the Company, you hereby acknowledge and agree that all compensation paid to you by the Company, whether in the form of cash, the Company’s common stock or any other form of property, will be subject to any compensation recapture policies established by the Board (or any committee thereof) from time to time, in its sole discretion, in order to comply with law, rules or other regulatory requirements applicable to the Company or its employees including without limitation any such policy that is intended to comply with (i) The Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules and regulations promulgated thereunder and (ii) the Remuneration Code published by the UK Financial Services Authority.

Accepted and Agreed:

/s/ T. Kelley Millet
T. Kelley Millet
Date:	January 19, 2011

EXHIBIT C

WAIVER AND GENERAL RELEASE

[DATE]

T. Kelley Millet
[ADDRESS]

Dear Kelley:

This Waiver and General Release (this “ Agreement ”) serves to memorialize the terms of the termination of your employment with MarketAxess Holdings Inc.(“ MarketAxess ”). The terms of this Agreement, including your right to the payments and benefits referred to in Paragraph 2 below, are contingent upon and subject to your executing and not revoking this Agreement. As used in this Agreement, the terms “ you ” and “ your ” refer to T. Kelley Millet.

1 Termination of Employment .

You hereby acknowledge and agree that your employment with MarketAxess was terminated effective [DATE] (the “Termination Date”), and that after the Termination Date you will not represent yourself as being an employee, officer, agent or representative of MarketAxess for any purpose. The Termination Date will be the termination date of your employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through MarketAxess, except as otherwise provided in this Agreement.

2 Severance Payments and Benefits .

Subject to your full compliance with all of your obligations under this Agreement, including but not limited to the covenants contained in Paragraphs 3 and 4, in addition to payment of all unpaid vested compensation and benefits earned by you through the Termination Date ((a)-(d) below, the “Severance Benefits”):

(a) You will continue to be paid your current semi-monthly pay of [                      ] ($[_____]) per pay period (less standard applicable tax withholdings and other deductions required by law), for a period of [_____] ¹ months from the Termination Date;

(b) You will be entitled to an amount equal to [                                            ] ($[                       ]) ² , payable in equal monthly installments (less standard applicable tax withholdings and other deductions required by law), for a period of [_____] ³ months from the Termination Date;

(c) You will be paid any accrued and earned but unpaid annual bonus for [                      ] ⁴ that would have been paid but for your termination of employment, payable when such annual bonus would have otherwise been paid to you in accordance with the applicable annual performance incentive plan; and

(d) If you timely elect to continue health coverage under the [NAME OF HEALTH PLAN] (the “Health Plan”) in accordance with COBRA, MarketAxess will pay your, your spouse’s and your dependent’s continuation coverage premiums to the extent, and for so long as you remain eligible for such continuation coverage under the Health Plan and pursuant to applicable law, but in no event for more than [_____] ⁵ months from the Termination Date; provided , that the payments for such continuation coverage shall be made only to the extent that such payments will not (i) subject MarketAxess or any affiliate to any taxes or other penalties under Section 4980D of the Code or (ii) otherwise cause a violation of applicable law.

3 Employee’s General Release and Waiver .

(a) YOU HEREBY RELEASE MARKETAXESS AND ALL OF ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY REFERRED TO HEREIN AS THE “ RELEASEES ”), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS, KNOWN OR UNKNOWN, WHICH YOU OR YOUR HEIRS, SUCCESSORS OR ASSIGNS HAVE OR MAY HAVE AGAINST ANY RELEASEE ARISING ON OR PRIOR TO THE DATE THAT YOU EXECUTE THIS AGREEMENT AND ANY AND ALL LIABILITY WHICH ANY SUCH RELEASEE MAY HAVE TO YOU, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES OR LIABILITIES ARISING FROM ANY AND ALL BASES, HOWEVER DENOMINATED, INCLUDING BUT NOT LIMITED TO CLAIMS FOR WRONGFUL DISCHARGE, ACCRUED BONUS OR INCENTIVE PAY, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, TITLE VII OF THE UNITED STATES CIVIL RIGHTS ACT OF 1964, 42 U.S.C. § 1981, WORKERS ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE NEW YORK HUMAN

RIGHTS LAW, INCLUDING NEW YORK EXECUTIVE LAW § 296, § 8-107 OF THE ADMINISTRATIVE CODE AND CHARTER OF NEW YORK CITY OR ANY OTHER FEDERAL, STATE, OR LOCAL LAW AND ANY WORKERS’ COMPENSATION OR DISABILITY CLAIMS UNDER ANY SUCH LAWS. THIS RELEASE IS FOR ANY AND ALL CLAIMS, INCLUDING BUT NOT LIMITED TO CLAIMS ARISING FROM AND DURING YOUR EMPLOYMENT RELATIONSHIP WITH RELEASEES OR AS A RESULT OF THE TERMINATION OF SUCH RELATIONSHIP. NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS AGREEMENT, THIS RELEASE IS NOT INTENDED TO INTERFERE WITH YOUR RIGHT TO FILE A CHARGE WITH THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY STATE HUMAN RIGHTS COMMISSION IN CONNECTION WITH ANY CLAIM YOU BELIEVE YOU MAY HAVE AGAINST ANY OF THE RELEASEES. HOWEVER, BY EXECUTING THIS AGREEMENT, YOU HEREBY WAIVE THE RIGHT TO RECOVER IN ANY PROCEEDING YOU MAY BRING BEFORE THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY STATE HUMAN RIGHTS COMMISSION OR IN ANY PROCEEDING BROUGHT BY THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY STATE HUMAN RIGHTS COMMISSION ON YOUR BEHALF. THIS RELEASE IS FOR ANY RELIEF, NO MATTER HOW DENOMINATED, INCLUDING, BUT NOT LIMITED TO, INJUNCTIVE RELIEF, WAGES, BACK PAY, FRONT PAY, COMPENSATORY DAMAGES, OR PUNITIVE DAMAGES. THIS RELEASE SHALL NOT APPLY TO ANY OBLIGATION OF MARKETAXESS PURSUANT TO THIS AGREEMENT.

YOU ACKNOWLEDGE THAT THE SEVERANCE BENEFITS THAT YOU WILL RECEIVE UNDER PARAGRAPH 2 OF THIS AGREEMENT REPRESENT GOOD AND VALUABLE CONSIDERATION FOR YOUR ENTERING INTO THIS AGREEMENT TO WHICH YOU OTHERWISE DID NOT HAVE A RIGHT.

(b) In the event there is presently pending any action, suit, claim, charge or proceeding with any federal, state or local court or agency relating to any claim within the scope of Paragraph 3(a), or if such a proceeding is commenced in the future, you shall, to the extent permitted by law, promptly withdraw it, with prejudice, to the extent that you have the power to do so.

(c) Nothing in this Agreement shall affect your vested rights, if any, to any equity award granted to you under the MarketAxess equity incentive plan(s). Your rights to benefits under any such plan(s) will be determined in accordance with the terms of such plan(s) and your award agreements.

(d) Nothing in this Agreement shall affect your vested rights, if any, to retirement benefits under any 401(k) retirement plan(s) offered by MarketAxess. Your rights to benefits under any such 401(k) Plan(s) and any other employee benefits plans will be determined in accordance with the terms of such plans.

(e) Nothing in this Agreement shall affect your eligibility for indemnification in accordance with MarketAxess’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability you incurred or might incur as an employee, officer or director of MarketAxess.

(f) You will receive payment for any accrued, unused vacation days.

4 Other Agreements .

(a)  Return of Documents . You agree that on or before [_____], 20_____, you will return to MarketAxess all property and all information concerning the business of MarketAxess in your possession, custody or control that has been furnished to you or is held by you, at your office, residence or elsewhere, and shall not retain any copies, duplicates, reproductions or excepts thereof. If necessary, arrangements will be made by MarketAxess to ship MarketAxess property from your home to MarketAxess at no cost to you.

(b)  Compliance with Existing Agreements . You agree to comply with the confidential information statement and the intellectual property, and non-competition agreement that you previously executed which shall remain in full force and effect and which are expressly incorporated herein.

(c)  Non-Disparagement . You shall not make any public statements, encourage others to make statements or release information intended to disparage or defame MarketAxess, any of its affiliates or any of their respective directors or officers. Notwithstanding the foregoing, nothing in this Paragraph 4(c) shall prohibit you from making truthful statements when required by order of a court or other body having jurisdiction or as required by law.

(d)  Future Cooperation . You agree to reasonably cooperate with MarketAxess and its counsel (including attending meetings) with respect to any claim, arbitral hearing, lawsuit, action or governmental or other investigation relating to the conduct of the business of MarketAxess or its affiliates and agree to provide full and complete disclosure to MarketAxess and its counsel in response to any inquiry in connection with any such matters, without further compensation (except as to reasonable out-of-pocket expenses actually incurred by you in complying with this provision) and agree to cooperate with any other reasonable inquiry of MarketAxess.

(e)  Forfeitures in Event of Breach . You acknowledge and agree that, notwithstanding any other provision of this Agreement, in the event this Agreement does not become effective as provided in Paragraph 9, below, or you materially breach any of your obligations under Paragraphs 3 or 4 of this Agreement, you shall forfeit your right to receive the Severance Benefits that have not been paid or provided to you as of the date of such forfeiture and you shall be liable to MarketAxess for liquidated damages in the amount of the consideration already paid pursuant to Paragraph 2, above.

5 Remedies .

You acknowledge and agree that the covenants, obligations and agreements contained in Paragraph 4 herein relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause MarketAxess irreparable injury for which adequate remedies are not available at law. Therefore, you agree that MarketAxess shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond or any other security) as a court of competent jurisdiction may deem necessary or appropriate to restrain you from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies MarketAxess may have. MarketAxess and you hereby irrevocably submit to the exclusive jurisdiction of the courts of New York, and the Federal courts of the United States of America, in each case located in New York City, in respect of the injunctive remedies set forth in this Paragraph 5 and the interpretation and enforcement of this Paragraph 5 insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph 5, and the parties hereto hereby irrevocably agree that (a) the sole and exclusive appropriate venue for any suit or proceeding relating solely to such injunctive relief shall be in such a court, (b) all claims with respect to any request or application for such injunctive relief shall be heard and determined exclusively in such a court, (c) any such court shall have exclusive jurisdiction over the person of such parties and over the subject matter of any dispute relating to any request or application for such injunctive relief, and (d) each hereby waives any and all objections and defenses based on forum, venue or personal or subject matter jurisdiction as they may relate to an application for such injunctive relief in a suit or proceeding brought before such a court in accordance with the provisions of this Paragraph 5, provided that MarketAxess may seek to enforce any such injunctive relief in any court of competent jurisdiction.

6 No Admission .

This Agreement does not constitute an admission of liability or wrongdoing of any kind by MarketAxess or its affiliates.

7 Heirs and Assigns .

The terms of this Agreement shall be binding on the parties hereto and their respective successors and assigns.

8 General Provisions .

(a)  Integration . This Agreement constitutes the entire understanding of MarketAxess and you with respect to the subject matter hereof and supersedes all prior understandings or agreements, written or oral between you and MarketAxess except for those agreements that are expressly incorporated herein. The terms of this Agreement may be changed, modified or discharged only by an instrument in writing signed by the parties hereto. A failure of MarketAxess or you to insist on strict compliance with any provision of this Agreement shall not be deemed a waiver of such provision or any other provision hereof. In the event that any provision of this Agreement is determined to be so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

(b)  Choice of Law . This Agreement shall be construed, enforced and interpreted in accordance with and governed by the laws of the state of New York excluding rules of law that would lead to the application of the laws of any other jurisdiction.

(c)  Construction of Agreement . The rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in favor or against either party.

(d)  Counterparts . This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

9 Knowing and Voluntary Waiver .

You acknowledge that you received a copy of this Agreement on [DATE] and that you reviewed and understand all of its provisions. You acknowledge that you have been advised to consult with an attorney prior to executing this Agreement, and you have been given the opportunity to consider this Agreement for 21 days. You further acknowledge that by your free and voluntary act of signing below, you agree to all terms of this Agreement and intend to be legally bound thereby.

If you wish to enter into this Agreement, you must sign it and return it to MarketAxess Holdings Inc., 299 Park Avenue, 10 ^th Floor, New York, NY 10171, Attention: Head of Human Resources, no earlier than your Termination Date and no later than [DATE].

This Agreement shall not become effective until the eighth (8 ^th ) day following the date on which you sign this Agreement (“ Effective Date ”). You may at any time prior to the Effective Date revoke this Agreement delivering a notice in writing of such revocation to MarketAxess Holdings Inc., 299 Park Avenue, 10 ^th Floor, New York, NY 10171, Attention: Head of Human Resources. In the event you revoke this Agreement prior to the eight (8 ^th ) day after the execution thereof, this Agreement, and the promises contained herein shall become null and void.

Acknowledgment

On the  _____  day of  _____, 20_____, before me personally came T. Kelley Millet, to me known and known to be to be the person described herein, and who executed, the foregoing Waiver and General Release, and duly acknowledged to me that he executed the same.

Notary Public
Date:
Commission Expires:

Exhibit 10.6

STOCK OPTION AGREEMENT
PURSUANT TO THE
MARKETAXESS HOLDINGS INC.
2004 STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE APRIL 28, 2006)

AGREEMENT (“Agreement”), dated January 19, 2011 by and between MarketAxess Holdings Inc. (the “Company”) and Richard M. McVey (the “Executive”).

Preliminary Statement

The Board of Directors of the Company (the “Board”) or a committee appointed by the Board (the “Committee”) to administer the MarketAxess Holdings Inc. 2004 Stock Incentive Plan (Amended and Restated effective April 28, 2006) (the “Plan”), has authorized this grant of an incentive stock option (the “Option”) on January 19, 2011 (the “Grant Date”) to purchase the number of shares of the Company’s common stock, par value $.003 per share (the “Common Stock”) set forth below to the Executive, as an Eligible Employee of the Company or an Affiliate (collectively, the Company and all Subsidiaries and Parents of the Company shall be referred to as the “Employer”). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Executive. By signing and returning this Agreement, the Executive acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations.

Accordingly, the parties hereto agree as follows:

1.  Tax Matters . The Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, the Option will not qualify as an “incentive stock option,” among other events, (i) if the Executive disposes of the Common Stock acquired pursuant to the Option at any time during the two (2) year period following the date of this Agreement or the one (1) year period following the date on which the Option is exercised; (ii) except in the event of the Executive’s death or disability, as defined in Section 22(e)(3) of the Code, if the Executive is not employed by the Company, any Subsidiary or any Parent at all times during the period beginning on the date of this Agreement and ending on the day three (3) months before the date of exercise of the Option; or (iii) to the extent the aggregate fair market value (determined as of the time the Option is granted) of the Common Stock subject to “incentive stock options” which become exercisable for the first time in any calendar year exceeds $100,000. To the extent that the Option does not qualify as an “incentive stock option,” it shall not effect the validity of the Option and shall constitute a separate non-qualified stock option.

2.  Grant of Option . Subject in all respects to the Plan and the terms and conditions set forth herein and therein, the Executive is hereby granted an Option to purchase from the Company 219,969 shares of Common Stock, at a price per share of $21.56 (the “Option Price”).

3.  Exercise . (a) Except as set forth in subsections (b) through (e) below, the Option shall vest and become exercisable as follows, provided that the Executive has not incurred a Termination of Employment prior to the vesting date:

To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided above, the Option may thereafter be exercised by the Executive, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Section 6.4(d) of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee and payment in full of the Option Price multiplied by the number of shares of Common Stock underlying the portion of the Option exercised. Upon expiration of the Option, the Option shall be canceled and no longer exercisable.

There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date. The Committee may, in its sole discretion, provide for accelerated vesting of the Option at any time.

(b) Upon the death or Disability of the Executive, fifty percent (50%) of the then unvested portion the Option shall become fully vested and exercisable on the date of the Executive’s death or Disability.

(c) Upon the Executive’s Termination (i) by the Company without Cause, or (ii) by the Executive for Good Reason, any portion of the Option that would have otherwise become vested in (x) the twelve (12) month period following the date of such Termination if such Termination occurs outside of a Change in Control Period or (y) the twenty-four (24) month period following the date of such Termination if such Termination occurs during a Change in Control Period, shall become immediately vested and exercisable on the date of such Termination.

“Change in Control Period” means the three (3) month period prior to, and the eighteen month period following, a Change in Control that constitutes a Change in Control Event within the meaning of Section 409A of the Code.

(d) Notwithstanding anything herein to the contrary, in the event of the Executive’s Termination as a result of the Company’s non-extension of the letter agreement between the Company and the Executive, dated January 19, 2011, in accordance with the terms thereof (a “”Non-Extension”), the then unvested portion of the Options shall continue to become vested and exercisable in accordance with Section 3(a), as if a Termination shall not have occurred.

(e) In the event that the Executive engages in Detrimental Activity (as defined in Exhibit A hereto) prior to any exercise of the Option, the Option shall thereupon terminate and expire. As a condition of the exercise of the Option, the Executive shall certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Executive is in compliance with the terms and conditions of the Plan and that the Executive has not engaged in, and does not intend to engage in, any Detrimental Activity. In the event the Executive engages in Detrimental Activity during the one (1) year period commencing on the date any portion of the Option is exercised or becomes vested, the Company shall be entitled to recover from the Executive at any time within one (1) year after such exercise or vesting, and the Executive shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter). The foregoing provisions of this Section 3(e) shall cease to apply upon a Change in Control.

(f) Notwithstanding any other provision to the contrary in this Agreement, any unvested portion of the Option shall, upon the Executive’s Termination, be non-exercisable and shall be canceled.

4.  Option Term . The term of each Option shall be ten (10) years after the Grant Date, subject to earlier termination in the event of the Executive’s Termination as specified in Section 5 below.

5.  Termination . Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Executive’s Termination, shall remain exercisable as follows:

(a) In the event of the Executive’s Termination by reason of death or Disability, the vested portion of the Option shall remain exercisable until the earlier of (i) two (2) years from the date of such Termination or (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof.

(b) In the event of the Executive’s involuntary Termination without Cause, or the Executive’s voluntary Termination for Good Reason, the vested portion of the Option shall remain exercisable until the earlier of (i) one (1) year from the date of such Termination or (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof.

(c) In the event of the Executive’s voluntary Termination without Good Reason (other than a voluntary Termination described in Section 5(d) below), the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination or (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof.

(d) In the event of the Executive’s Termination as a result of a Non-Extension (i) the portion of the Option that is vested on the date of such Termination shall remain exercisable for one (1) year from the date of such Termination and (ii) any portion of the Option that becomes vested and exercisable in accordance with Section 3(d) shall remain exercisable for one (1) year from the date such portion of the Option becomes vested.

(e) In the event of the Executive’s Termination for Cause or in the event of the Executive’s voluntary Termination without Good Reason within ninety (90) days after an event that would be grounds for a Termination for Cause, the Executive’s entire Option (whether or not vested) shall terminate and expire upon such Termination.

6.  Restriction on Transfer of Option . No part of the Option shall be Transferred other than by will or by the laws of descent and distribution and during the lifetime of the Executive, may be exercised only by the Executive or the Executive’s guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (except as provided by law or herein), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to Transfer the Option or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, such transfer shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and to issue “stop transfer” instructions to its transfer agent.

7.  Rights as a Stockholder . The Executive shall have no rights as a stockholder with respect to any shares covered by the Option unless and until the Executive has become the holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan.

8.  Provisions of Plan Control . This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any exercise notice or other documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between the Company and the Executive with respect to the subject matter hereof.

9.  Notices . Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given: (i) when delivered in person; (ii) two (2) days after being sent by United States mail; or (iii) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):

If to the Company, to:

MarketAxess Holdings Inc.
299 Park Avenue, 10 ^th Floor
New York, New York, 10171
Attention: Compensation Committee

If to the Executive, to the address on file with the Company.

10.  No Obligation to Continue Employment . This Agreement is not an agreement of employment. This Agreement does not guarantee that the Employer will employ the Executive for any specific time period, nor does it modify in any respect the Employer’s right to terminate or modify the Executive’s employment or compensation.

[ End of text. Signature page follows. ]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

EXECUTIVE:

/s/ Richard M. McVey
Richard M. McVey
Dated:		January 19, 2011

EXHIBIT A

DEFINITION OF DETRIMENTAL ACTIVITY

For purposes of this Agreement, “ Detrimental Activity ” shall mean: (a) the disclosure to anyone outside the Company or its affiliates, or the use in any manner other than in the furtherance of the Company’s or its affiliate’s business, without written authorization from the Company, of any confidential information or proprietary information, relating to the business of the Company or its affiliates that is acquired by an Executive prior to the Executive’s Termination; (b) activity while employed or performing services that results, or if known could result, in the Executive’s Termination that is classified by the Company as a Termination for Cause; (c) engaging in Solicitation (as defined below) without, in all cases, written authorization from the Company; (d) the making of disparaging comments or statements by the Executive, or the inducement of others by the Executive to make any disparaging comments or statements, to the press, the Company’s or its affiliates’ employees, consultants or any individual or entity with whom the Company or its affiliates has a business relationship which could reasonably be expected to adversely affect in any manner: (i) the conduct of the business of the Company or its affiliates (including, without limitation, any products or business plans or prospects); or (ii) the business reputation of the Company or its affiliates, or any of their products, or their past or present officers, directors or employees; (e) without written authorization from the Company, engaging in Competition (as defined below). For purposes of sub-sections (a), (c), and (e) above, the Board of Directors of the Company shall each have authority to provide the Executive with written authorization to engage in the activities contemplated thereby and no other person shall have authority to provide the Executive with such authorization.

“ Competition ” means the Executive’s participation, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any capacity whatsoever (within the United States or in any foreign country where the Company or its affiliates does business) in a business (whether a division, unit, subsidiary or affiliate), other than the Company and its affiliates: (i) that is engaged in the design, development, operation or promotion of a multi-dealer electronic platform or electronic commerce network (ECN) for fixed income securities (or other fixed income instruments) information research, distribution, trading and/or other transactions; (ii) whose principal business is electronic distribution, research and/or trading of fixed income securities (or other fixed income instruments); or (iii) that is not included in subsections (i) or (ii) and as to which the Company or its affiliates have taken demonstrable steps at the time of termination of the Executive’s employment. Competition does not include: (i) the Executive’s ownership of not more than 1% of the total outstanding stock of a publicly held company; or (ii) the Executive’s performance of services for any enterprise to the extent such services are not performed, directly or indirectly, for a business in the aforesaid Competition (including, without limitation, his performance of services for any entity which has a division or business unit engaging in competition with the Company’s or its affiliates’ business, if such performance does not in any capacity, directly or indirectly, involve work with or assistance to such division or business unit). The meaning of “as to which the Company has taken demonstrable steps” shall be determined by the Board of Directors of the Company in good faith based on written memoranda or similar writings or communications and such determination shall be conclusive and binding for all purposes hereunder.

“ Solicitation ” means (i) recruiting, soliciting or inducing any nonclerical employee or consultant of the Company or its affiliates to terminate his or her employment with, or otherwise cease or reduce his or her relationship with, the Company or such affiliate; (ii) hiring or assisting another person or entity to hire any nonclerical employee or consultant of the Company or its affiliates or any person who, to the Executive’s knowledge, within six months before was such a person; or (iii) soliciting or inducing any person or entity to terminate, or otherwise to cease, reduce, or diminish in any way its relationship with or prospective relationship with the Company or its affiliates. You may however, if requested by any entity with which you are not affiliated, serve as a reference for any person who at the time of the request is not an employee of, or consultant to, the Company or its affiliates.

Exhibit 10.7

STOCK OPTION AGREEMENT
PURSUANT TO THE
MARKETAXESS HOLDINGS INC.
2004 STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE APRIL 28, 2006)

AGREEMENT (“Agreement”), dated January 19, 2011 by and between MarketAxess Holdings Inc. (the “Company”) and T. Kelley Millet (the “Executive”).

Preliminary Statement

The Board of Directors of the Company (the “Board”) or a committee appointed by the Board (the “Committee”) to administer the MarketAxess Holdings Inc. 2004 Stock Incentive Plan (Amended and Restated effective April 28, 2006) (the “Plan”), has authorized this grant of an incentive stock option (the “Option”) on January 19, 2011 (the “Grant Date”) to purchase the number of shares of the Company’s common stock, par value $.003 per share (the “Common Stock”) set forth below to the Executive, as an Eligible Employee of the Company or an Affiliate (collectively, the Company and all Subsidiaries and Parents of the Company shall be referred to as the “Employer”). Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Executive. By signing and returning this Agreement, the Executive acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations.

Accordingly, the parties hereto agree as follows:

1.  Tax Matters . The Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, the Option will not qualify as an “incentive stock option,” among other events, (i) if the Executive disposes of the Common Stock acquired pursuant to the Option at any time during the two (2) year period following the date of this Agreement or the one (1) year period following the date on which the Option is exercised; (ii) except in the event of the Executive’s death or disability, as defined in Section 22(e)(3) of the Code, if the Executive is not employed by the Company, any Subsidiary or any Parent at all times during the period beginning on the date of this Agreement and ending on the day three (3) months before the date of exercise of the Option; or (iii) to the extent the aggregate fair market value (determined as of the time the Option is granted) of the Common Stock subject to “incentive stock options” which become exercisable for the first time in any calendar year exceeds $100,000. To the extent that the Option does not qualify as an “incentive stock option,” it shall not effect the validity of the Option and shall constitute a separate non-qualified stock option.

2.  Grant of Option . Subject in all respects to the Plan and the terms and conditions set forth herein and therein, the Executive is hereby granted an Option to purchase from the Company 109,984 shares of Common Stock, at a price per share of $21.56 (the “Option Price”).

3.  Exercise . (a) Except as set forth in subsections (b) through (e) below, the Option shall vest and become exercisable as follows, provided that the Executive has not incurred a Termination of Employment prior to the vesting date:

To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided above, the Option may thereafter be exercised by the Executive, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Section 6.4(d) of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee and payment in full of the Option Price multiplied by the number of shares of Common Stock underlying the portion of the Option exercised. Upon expiration of the Option, the Option shall be canceled and no longer exercisable.

There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date. The Committee may, in its sole discretion, provide for accelerated vesting of the Option at any time.

(b) Upon the death or Disability of the Executive, fifty percent (50%) of the then unvested portion the Option shall become fully vested and exercisable on the date of the Executive’s death or Disability.

(c) Upon the Executive’s Termination (i) by the Company without Cause, or (ii) by the Executive for Good Reason, any portion of the Option that would have otherwise become vested in (x) the twelve (12) month period following the date of such Termination if such Termination occurs outside of a Change in Control Period or (y) the twenty-four (24) month period following the date of such Termination if such Termination occurs during a Change in Control Period, shall become immediately vested and exercisable on the date of such Termination.

“Change in Control Period” means the three (3) month period prior to, and the eighteen month period following, a Change in Control that constitutes a Change in Control Event within the meaning of Section 409A of the Code.

(d) Notwithstanding anything herein to the contrary, in the event of the Executive’s Termination as a result of the Company’s non-extension of the letter agreement between the Company and the Executive, dated January 19, 2011, in accordance with the terms thereof (a “Non-Extension”), the then unvested portion of the Options shall continue to become vested and exercisable in accordance with Section 3(a), as if a Termination shall not have occurred.

(e) In the event that the Executive engages in Detrimental Activity (as defined in Exhibit A hereto) prior to any exercise of the Option, the Option shall thereupon terminate and expire. As a condition of the exercise of the Option, the Executive shall certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Executive is in compliance with the terms and conditions of the Plan and that the Executive has not engaged in, and does not intend to engage in, any Detrimental Activity. In the event the Executive engages in Detrimental Activity during the one (1) year period commencing on the date any portion of the Option is exercised or becomes vested, the Company shall be entitled to recover from the Executive at any time within one (1) year after such exercise or vesting, and the Executive shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter). The foregoing provisions of this Section 3(e) shall cease to apply upon a Change in Control.

(f) Notwithstanding any other provision to the contrary in this Agreement, any unvested portion of the Option shall, upon the Executive’s Termination, be non-exercisable and shall be canceled.

4.  Option Term . The term of each Option shall be ten (10) years after the Grant Date, subject to earlier termination in the event of the Executive’s Termination as specified in Section 5 below.

5.  Termination . Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Executive’s Termination, shall remain exercisable as follows:

(a) In the event of the Executive’s Termination by reason of death or Disability, the vested portion of the Option shall remain exercisable until the earlier of (i) two (2) years from the date of such Termination or (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof.

(b) In the event of the Executive’s involuntary Termination without Cause, or the Executive’s voluntary Termination for Good Reason, the vested portion of the Option shall remain exercisable until the earlier of (i) one (1) year from the date of such Termination or (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof.

(c) In the event of the Executive’s voluntary Termination without Good Reason (other than a voluntary Termination described in Section 5(d) below), the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination or (ii) the expiration of the stated term of the Option pursuant to Section 4 hereof.

(d) In the event of the Executive’s Termination as a result of a Non-Extension (i) the portion of the Option that is vested on the date of such Termination shall remain exercisable for one (1) year from the date of such Termination and (ii) any portion of the Option that becomes vested and exercisable in accordance with Section 3(d) shall remain exercisable for one (1) year from the date such portion of the Option becomes vested.

(e) In the event of the Executive’s Termination for Cause or in the event of the Executive’s voluntary Termination without Good Reason within ninety (90) days after an event that would be grounds for a Termination for Cause, the Executive’s entire Option (whether or not vested) shall terminate and expire upon such Termination.

6.  Restriction on Transfer of Option . No part of the Option shall be Transferred other than by will or by the laws of descent and distribution and during the lifetime of the Executive, may be exercised only by the Executive or the Executive’s guardian or legal representative. In addition, the Option shall not be assigned, negotiated, pledged or hypothecated in any way (except as provided by law or herein), and the Option shall not be subject to execution, attachment or similar process. Upon any attempt to Transfer the Option or in the event of any levy upon the Option by reason of any execution, attachment or similar process contrary to the provisions hereof, such transfer shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and to issue “stop transfer” instructions to its transfer agent.

7.  Rights as a Stockholder . The Executive shall have no rights as a stockholder with respect to any shares covered by the Option unless and until the Executive has become the holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan.

8.  Provisions of Plan Control . This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any exercise notice or other documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between the Company and the Executive with respect to the subject matter hereof.

9.  Notices . Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given: (i) when delivered in person; (ii) two (2) days after being sent by United States mail; or (iii) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):

If to the Company, to:

MarketAxess Holdings Inc.
299 Park Avenue, 10 ^th Floor
New York, New York, 10171
Attention: Compensation Committee

If to the Executive, to the address on file with the Company.

10.  No Obligation to Continue Employment . This Agreement is not an agreement of employment. This Agreement does not guarantee that the Employer will employ the Executive for any specific time period, nor does it modify in any respect the Employer’s right to terminate or modify the Executive’s employment or compensation.

[ End of text. Signature page follows. ]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

EXECUTIVE:
/s/ T. Kelley Millet
T. Kelley Millet
Dated:		January 19, 2011

EXHIBIT A

DEFINITION OF DETRIMENTAL ACTIVITY

For purposes of this Agreement, “ Detrimental Activity ” shall mean: (a) the disclosure to anyone outside the Company or its affiliates, or the use in any manner other than in the furtherance of the Company’s or its affiliate’s business, without written authorization from the Company, of any confidential information or proprietary information, relating to the business of the Company or its affiliates that is acquired by an Executive prior to the Executive’s Termination; (b) activity while employed or performing services that results, or if known could result, in the Executive’s Termination that is classified by the Company as a Termination for Cause; (c) engaging in Solicitation (as defined below) without, in all cases, written authorization from the Company; (d) the making of disparaging comments or statements by the Executive, or the inducement of others by the Executive to make any disparaging comments or statements, to the press, the Company’s or its affiliates’ employees, consultants or any individual or entity with whom the Company or its affiliates has a business relationship which could reasonably be expected to adversely affect in any manner: (i) the conduct of the business of the Company or its affiliates (including, without limitation, any products or business plans or prospects); or (ii) the business reputation of the Company or its affiliates, or any of their products, or their past or present officers, directors or employees; (e) without written authorization from the Company, engaging in Competition (as defined below). For purposes of sub-sections (a), (c), and (e) above, the Board of Directors of the Company shall each have authority to provide the Executive with written authorization to engage in the activities contemplated thereby and no other person shall have authority to provide the Executive with such authorization.

“ Competition ” means the Executive’s participation, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any capacity whatsoever (within the United States or in any foreign country where the Company or its affiliates does business) in a business (whether a division, unit, subsidiary or affiliate), other than the Company and its affiliates: (i) that is engaged in the design, development, operation or promotion of a multi-dealer electronic platform or electronic commerce network (ECN) for fixed income securities (or other fixed income instruments) information research, distribution, trading and/or other transactions; (ii) whose principal business is electronic distribution, research and/or trading of fixed income securities (or other fixed income instruments); or (iii) that is not included in subsections (i) or (ii) and as to which the Company or its affiliates have taken demonstrable steps at the time of termination of the Executive’s employment. Competition does not include: (i) the Executive’s ownership of not more than 1% of the total outstanding stock of a publicly held company; or (ii) the Executive’s performance of services for any enterprise to the extent such services are not performed, directly or indirectly, for a business in the aforesaid Competition (including, without limitation, his performance of services for any entity which has a division or business unit engaging in competition with the Company’s or its affiliates’ business, if such performance does not in any capacity, directly or indirectly, involve work with or assistance to such division or business unit). The meaning of “as to which the Company has taken demonstrable steps” shall be determined by the Board of Directors of the Company in good faith based on written memoranda or similar writings or communications and such determination shall be conclusive and binding for all purposes hereunder.

“ Solicitation ” means (i) recruiting, soliciting or inducing any nonclerical employee or consultant of the Company or its affiliates to terminate his or her employment with, or otherwise cease or reduce his or her relationship with, the Company or such affiliate; (ii) hiring or assisting another person or entity to hire any nonclerical employee or consultant of the Company or its affiliates or any person who, to the Executive’s knowledge, within six months before was such a person; or (iii) soliciting or inducing any person or entity to terminate, or otherwise to cease, reduce, or diminish in any way its relationship with or prospective relationship with the Company or its affiliates. You may however, if requested by any entity with which you are not affiliated, serve as a reference for any person who at the time of the request is not an employee of, or consultant to, the Company or its affiliates.

Exhibit 10.8

RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
MARKETAXESS HOLDINGS INC. 2004 STOCK INCENTIVE PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 28, 2006)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “ Agreement ”), is dated January 19, 2011 (the “ Grant Date ”) by and between MarketAxess Holdings Inc. (the “ Company ”) and you (the “ Participant ”).

WHEREAS, the Board of Directors of the Company (the “ Board ”) adopted The MarketAxess Holdings Inc. 2004 Stock Incentive Plan (Amended and Restated Effective April 28, 2006) (the “ Plan ”) which is administered by a Committee appointed by the Company’s Board of Directors (the “Committee”);

WHEREAS, pursuant to Section 3.3 of the Plan, the Committee has adopted guidelines (the “Guidelines”) for the grant of restricted stock units (“RSUs”) under the Plan, which constitute an Other Stock-Based Award under the Plan; and

WHEREAS, the Company, through the Committee, wishes to grant to the Participant RSUs as set forth below.

NOW, THEREFORE, the Company and the Participant agree as follows:

1.		Grant of RSUs . Subject to the terms and conditions of the Plan, the Guidelines and this Agreement, on the Grant Date the Company awarded to the Participant 119,565 RSUs. The RSUs are Deferrable RSUs and the payment of shares of Common Stock upon vesting in accordance with Section 2 may be deferred by the Participant in accordance with Section 4 of the Guidelines. If the Participant chooses to defer the RSUs, the Participant must complete an election form prescribed by the Committee regarding the election period no later than 30 days after the Grant Date. If the Participant has Deferrable RSUs, but does not make an election within 30 days after the Grant Date, the RSUs will not be treated as Deferrable RSUs.
2.		Vesting .

2.1

Except as set forth in this Section 2, and notwithstanding anything in the Guidelines to the contrary (including without limitation Section 3.1 of the Guidelines), the RSUs shall become vested (but shall remain subject to Section 3 of this Agreement) pursuant to the following schedule, provided that the Participant has not had a Termination from the date of grant until the applicable vesting date:

2.2

Notwithstanding Section 2.1 of this Agreement and anything in the Guidelines to the contrary (including without limitation Sections 3.3 and 3.4(iv) of the Guidelines):

(a) upon the Participant’s death or Disability 50% of any RSUs that are unvested on the date of the Participant’s death or Disability, as applicable, shall become immediately vested; and

(b) upon the Participant’s Termination (x) by the Company without Cause, or (y) by the Participant for Good Reason, that in any case occurs on or after February 19, 2012, any portion of the RSUs that would have otherwise become vested in (x) the twelve (12) month period following the date of such Termination if such Termination occurs outside of a Change in Control Period or (y) the twenty-four (24) month period following the date of such Termination if such Termination occurs during a Change in Control Period, shall become immediately vested on the date of such Termination.

“Change in Control Period” means the three (3) month period prior to, and the eighteen month period following, a Change in Control that constitutes a Change in Control Event within the meaning of Section 409A of the Code.

2.3

Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination as a result of the Company’s non-extension of the letter agreement between the Company and the Participant, dated January 19, 2011, in accordance with the terms thereof, the then unvested portion of the RSUs shall continue to become vested in accordance with Section 2.1, as if a Termination shall not have occurred.

2.4

There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date.

3.

Securities Representations . The grant of the RSUs and any issuance of shares of Common Stock pursuant to this Agreement are being made by the Company in reliance upon the following express representations and warranties of the Participant.

The Participant acknowledges, represents and warrants that:

3.1

he or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “ Act ”) and in this connection the Company is relying in part on his or her representations set forth in this section;

3.2

if he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Common Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Common Stock and the Company is under no obligation to register the Common Stock (or to file a “re-offer prospectus”); and

3.3

if he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Common Stock may be made only in limited amounts in accordance with such terms and conditions.

4.		Not an Employment Agreement . Neither the execution of this Agreement nor the grant of RSUs hereunder constitute an agreement by the Company to employ or to continue to employ the Participant during the entire, or any portion of, the term of this Agreement.
5.		Miscellaneous .

5.1

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or any affiliate by which the Participant is employed to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, the Participant may not assign this Agreement.

5.2

This award of RSUs shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding.

5.3

The Participant agrees that the award of the RSUs hereunder is special incentive compensation and that it, any dividends paid thereon (even if treated as compensation for tax purposes) will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company.

5.4

No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

5.5

This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

5.6

The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

5.7

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.

5.8

All notices, consents, requests, approvals, instructions and other communications provided for herein shall be in writing and validly given or made when delivered, or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same, at the addresses set forth at the heading of this Agreement or to such other address as either party may designate by like notice. Notices to the Company shall be addressed to the Compensation Committee of the Board with a copy to General Counsel, MarketAxess Holdings Inc., 299 Park Avenue, 10 th Floor, New York, New York, 10171.

5.9

This Agreement shall be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of Delaware without reference to rules relating to conflicts of law.

6.

Provisions of Plan and Guidelines Control . This Agreement is subject to all the terms, conditions and provisions of the Plan and the Guidelines, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan and the Guidelines as may be adopted by the Committee and as may be in effect from time to time. The Plan and the Guidelines are incorporated herein by reference. A copy of the Plan and the Guidelines have been delivered to the Participant. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan and the Guidelines, the Plan and the Guidelines shall control, and this Agreement shall be deemed to be modified accordingly. Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan or the Guidelines. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any other documents expressly contemplated herein or in the Plan or the Guidelines) and supersedes any prior agreements between the Company and the Participant.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

PARTICIPANT
/s/ Richard M. McVey
Richard M. McVey
Date:	January 19, 2011

Exhibit 10.9

RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
MARKETAXESS HOLDINGS INC. 2004 STOCK INCENTIVE PLAN
(AMENDED AND RESTATED EFFECTIVE APRIL 28, 2006)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “ Agreement ”), is dated January 19, 2011 (the “ Grant Date ”) by and between MarketAxess Holdings Inc. (the “ Company ”) and you (the “ Participant ”).

WHEREAS, the Board of Directors of the Company (the “ Board ”) adopted The MarketAxess Holdings Inc. 2004 Stock Incentive Plan (Amended and Restated Effective April 28, 2006) (the “ Plan ”) which is administered by a Committee appointed by the Company’s Board of Directors (the “Committee”);

WHEREAS, pursuant to Section 3.3 of the Plan, the Committee has adopted guidelines (the “Guidelines”) for the grant of restricted stock units (“RSUs”) under the Plan, which constitute an Other Stock-Based Award under the Plan; and

WHEREAS, the Company, through the Committee, wishes to grant to the Participant RSUs as set forth below.

NOW, THEREFORE, the Company and the Participant agree as follows:

1.		Grant of RSUs . Subject to the terms and conditions of the Plan, the Guidelines and this Agreement, on the Grant Date the Company awarded to the Participant 59,782 RSUs. The RSUs hereunder are not Deferrable RSUs and are not eligible for deferral under Section 4 of the Guidelines.
2.		Vesting .

2.1

Except as set forth in this Section 2, and notwithstanding anything in the Guidelines to the contrary (including without limitation Section 3.1 of the Guidelines), the RSUs shall become vested (but shall remain subject to Section 3 of this Agreement) pursuant to the following schedule, provided that the Participant has not had a Termination from the date of grant until the applicable vesting date:

2.2

Notwithstanding Section 2.1 of this Agreement and anything in the Guidelines to the contrary (including without limitation Sections 3.3 and 3.4(iv) of the Guidelines):

(a) upon the Participant’s death or Disability 50% of any RSUs that are unvested on the date of the Participant’s death or Disability, as applicable, shall become immediately vested; and

(b) upon the Participant’s Termination (x) by the Company without Cause, or (y) by the Participant for Good Reason, any portion of the RSUs that would have otherwise become vested in (x) the twelve (12) month period following the date of such Termination if such Termination occurs outside of a Change in Control Period or (y) the twenty-four (24) month period following the date of such Termination if such Termination occurs during a Change in Control Period, shall become immediately vested on the date of such Termination.

“Change in Control Period” means the three (3) month period prior to, and the eighteen month period following, a Change in Control that constitutes a Change in Control Event within the meaning of Section 409A of the Code.

2.3

Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination as a result of the Company’s non-extension of the letter agreement between the Company and the Participant, dated January 19, 2011, in accordance with the terms thereof, the then unvested portion of the RSUs shall continue to become vested in accordance with Section 2.1, as if a Termination shall not have occurred.

2.4

There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date.

3.

Securities Representations . The grant of the RSUs and any issuance of shares of Common Stock pursuant to this Agreement are being made by the Company in reliance upon the following express representations and warranties of the Participant.

The Participant acknowledges, represents and warrants that:

3.1

he or she has been advised that he or she may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “ Act ”) and in this connection the Company is relying in part on his or her representations set forth in this section;

3.2

if he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the Common Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Common Stock and the Company is under no obligation to register the Common Stock (or to file a “re-offer prospectus”); and

3.3

if he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or she understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Common Stock may be made only in limited amounts in accordance with such terms and conditions.

4.

Not an Employment Agreement . Neither the execution of this Agreement nor the grant of RSUs hereunder constitute an agreement by the Company to employ or to continue to employ the Participant during the entire, or any portion of, the term of this Agreement.

5.

Miscellaneous .

5.1

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or any affiliate by which the Participant is employed to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, the Participant may not assign this Agreement.

5.2

This award of RSUs shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding.

5.3

The Participant agrees that the award of the RSUs hereunder is special incentive compensation and that it, any dividends paid thereon (even if treated as compensation for tax purposes) will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company.

5.4

No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

5.5

This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one contract.

5.6

The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

5.7

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall in no way restrict or modify any of the terms or provisions hereof.

5.8

All notices, consents, requests, approvals, instructions and other communications provided for herein shall be in writing and validly given or made when delivered, or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same, at the addresses set forth at the heading of this Agreement or to such other address as either party may designate by like notice. Notices to the Company shall be addressed to the Compensation Committee of the Board with a copy to General Counsel, MarketAxess Holdings Inc., 299 Park Avenue, 10 th Floor, New York, New York, 10171.

5.9

This Agreement shall be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of Delaware without reference to rules relating to conflicts of law.

6.

Provisions of Plan and Guidelines Control . This Agreement is subject to all the terms, conditions and provisions of the Plan and the Guidelines, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan and the Guidelines as may be adopted by the Committee and as may be in effect from time to time. The Plan and the Guidelines are incorporated herein by reference. A copy of the Plan and the Guidelines have been delivered to the Participant. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan and the Guidelines, the Plan and the Guidelines shall control, and this Agreement shall be deemed to be modified accordingly. Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan or the Guidelines. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any other documents expressly contemplated herein or in the Plan or the Guidelines) and supersedes any prior agreements between the Company and the Participant.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

PARTICIPANT
/s/ T. Kelley Millet
T. Kelley Millet
Date:	January 19, 2011