UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2016

 

 

MarketAxess Holdings Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware  

001-34091

  52-2230784

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

299 Park Avenue, 10 th Floor

New York, New York 10171

 
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (212) 813-6000

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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

(1) Approval of Form of Performance Share Award Agreements

The Compensation Committee of the Board of Directors (the “ Compensation Committee ”) of MarketAxess Holdings, Inc. (the “ Company ”), pursuant to the Company’s 2012 Incentive Plan (the “ 2012 Plan ”), has approved a form of Performance Share Award Agreement for use under the 2012 Plan, in connection with grants of performance share awards to executive officers entitled to receive performance shares under the 2012 Plan.

Each Performance Share Award Agreement provides for the grant of a target number of performance shares. The performance shares will vest or be forfeited based on the Company’s achievement, during the applicable performance period, of a level of aggregate operating income (the “ Performance Goal ”). Subject to a participant remaining employed by the Company during the performance period and through the date that the Compensation Committee certifies the level of achievement of the Performance Goal for the performance period (each such date, a “ Settlement Date ”), the participant may earn a specified percentage of the target number of performance shares awarded to the participant based upon the level of achievement of the Performance Goal for the performance period. For each performance share earned, a participant will be awarded an equal number of restricted shares of the Company’s common stock.

In the event of a participant’s termination of employment due to death or Disability (as such term is defined in the 2012 Plan), or if a participant is terminated without Cause (as such term is defined in the 2012 Plan) or for Good Reason (as such term is defined in the applicable form award agreement), in each case, prior to a Settlement Date but on or after the first anniversary of the date of grant, then on the Settlement Date the participant will receive a pro-rated portion of the shares of restricted stock the participant would have received had the participant been employed on the Settlement Date, based on the actual achievement of the Performance Goal, and using the date of termination of employment to calculate an appropriate pro rata payout. All of these shares of restricted stock will immediately vest. Any remaining performance shares or unvested shares of restricted stock will be forfeited.

In the event of a Change in Control (as such term is defined in the 2012 Plan) prior to the Settlement Date, the Compensation Committee will determine the treatment of the performance shares in a manner provided in the Performance Share Agreements.

Subject to continued service with the Company from the Settlement Date through each vesting date, other than as set forth below, any restricted stock awarded to the participant shall vest and cease to be restricted stock in equal 50% installments on or about the fourth and fifth anniversaries of the date of grant. In the event of a participant’s termination of employment due to death or Disability after the Settlement Date, all unvested shares of restricted stock will immediately vest. In addition, if a participant’s employment is terminated without Cause or for Good Reason after the Settlement Date, 50% of the total number of unvested shares of restricted stock will immediately vest. Any remaining unvested shares of restricted stock shall remain outstanding for a period of three months following termination, and will remain subject to accelerated vesting upon a Change in Control; following the end of the three month period, all then-unvested shares of restricted stock will be forfeited.

In the event of a Change in Control on or after a Settlement Date, all restricted stock will immediately vest if a participant’s employment is terminated without Cause or for Good Reason within 24 months following the Change in Control, or if such Change in Control occurs within three months following the participant’s termination of employment for Good Reason. In addition, if immediately prior to the Change in Control the Compensation Committee determines that the restricted stock award will not be continued, assumed or have new rights substituted therefor, then immediately prior to the Change in Control, all unvested shares of restricted stocks will immediately vest.

The foregoing description of the form of Performance Share Award Agreement is not complete and is qualified in its entirety by reference to the form of Performance Share Award Agreement, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

(2) Approval of Performance Share Awards for 2016-2019 Performance Period

On January 22, 2016, the named executive officers set forth in the chart below received awards of performance shares under the 2012 Plan. The performance period for the awards commenced on January 1, 2016 and will end on December 31, 2018, or December 31, 2019, if Maximum Performance is not achieved on or prior to December 31, 2018 (the “ 2016-19 Performance Period ”). Subject to remaining employed with the Company during the 2016-19 Performance Period and through the Settlement Date, each participant may earn between 50% and 150% of the target number of performance shares awarded to such participant based upon the level of achievement of the Performance Goal established by the Compensation Committee for the 2016-19 Performance Period. Participants will not earn any shares of restricted stock if the Company does not achieve the minimum threshold of performance as set forth in the award agreements.

Set forth below is the target number of performance shares granted to the following named executive officers of the Company (i.e., the number of performance shares that would be earned based upon achievement of the target level of performance):

 

Name of Executive Officer

  

Title

   Target Number of
Performance Shares 		 

Nicholas Themelis

   Chief Information Officer      11,555  

Antonio DeLise

   Chief Financial Officer      6,933   

The grants to the named executive officers were made subject to the terms of the form of Performance Share Award Agreement attached hereto as Exhibit 10.1.

(3) Approval of New Form of Restricted Stock Unit Agreement

The Compensation Committee has approved a form of Restricted Stock Unit (“RSU”) Agreement for use in connection with grants of shares of restricted stock units under the 2012 Plan to executive officers.

Any RSUs awarded to the participant shall vest in equal 50% installments, on or about the fourth and fifth anniversaries of the date of grant.

In the event of a participant’s termination of employment due to death or Disability (which occurs on or after the first anniversary of the date of grant), 50% of then-unvested RSUs will immediately vest. Any remaining unvested RSUs will be forfeited.

In addition, if a participant’s employment is terminated without Cause or for Good Reason on or after 13 months following the date of grant, 25% of the total number of then-unvested RSUs will immediately vest; provided, that, if such a termination occurs on or after 13 months following the date of grant but within three months prior to or 24 months following a Change in Control, 50% of the total number of then-unvested RSUs will immediately vest.

The foregoing description of the form of Restricted Stock Unit Agreement is not complete and is qualified in its entirety by reference to the form of Restricted Stock Unit Agreement, a copy of which is attached to this report as Exhibit 10.2 and is incorporated herein by reference.

(4) Approval of Restricted Stock Unit Grants

On January 22, 2016, the Compensation Committee granted awards of restricted stock units under the 2012 Plan to the named executive officers set forth in the chart below:

 

Name of Executive Officer

   Number of
Restricted Stock Units 		 

Nicholas Themelis

     8,666   

Antonio DeLise

     5,200   

These grants were made subject to the terms of the form of Restricted Stock Unit Agreement attached hereto as Exhibit 10.2.

(5) Approval of New Form of Incentive Stock Option Agreement

The Compensation Committee has approved a new form of Incentive Stock Option Agreement (the “ New ISO Agreement ”) for use in connection with grants of incentive stock options under the 2012 Plan.

The New ISO Agreement provides for the following terms:

Any options awarded to the participant shall vest in equal 50% installments on or about the fourth and fifth anniversaries of the date of grant.

In the event of a participant’s termination of employment due to death or Disability, 50% of then-unvested portion of the option will immediately vest. Any remaining portion of the unvested option will be forfeited.

In addition, if a participant’s employment is terminated without Cause or for Good Reason, 100% of the then-unvested portion of the option will immediately vest. If a Change of Control occurs and the successor entity does not assume or substitute the option, then 100% of the then-unvested portion of the option will immediately vest.

The foregoing description of the form of Incentive Stock Option Agreement is not complete and is qualified in its entirety by reference to the form of Incentive Stock Option Agreement, a copy of which is attached to this report as Exhibit 10.3 and is incorporated herein by reference.

(6) Approval of Stock Option Grants

On January 22, 2016, the Compensation Committee granted awards of stock options under the 2012 Plan to the named executive officers set forth in the chart below. Each of these stock options (i) has an exercise price of $103.30, (ii) shall vest in equal 50% installments, on January 31, 2020 and January 31, 2021, and (iii) expires on January 31, 2022.

Further, each of these stock options is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended. However, these options will not qualify as “incentive stock options” to the extent the aggregate fair market value (determined as of the time these options were granted) of the Company’s common stock subject to these options which become exercisable for the first time in any calendar year exceeds $100,000 or if certain other events were to occur. To the extent that an option does not qualify as an “incentive stock option,” it shall not affect the validity of the option and the portion of the option that does not qualify as an “incentive stock option” shall constitute a separate non-qualified stock option.

 

Name of Executive Officer

   Number of Stock Options  

Nicholas Themelis

     26,865   

Antonio DeLise

     16,120   

These grants were made subject to the terms of the form of Incentive Stock Option Agreement attached hereto as Exhibit 10.3.

 

Item 9.01 Financial Statements and Exhibits

    Exhibits:

 

    10.1    Form of Performance Share Award Agreement Pursuant to the MarketAxess Holdings, Inc. 2012 Incentive Plan.
    10.2    Form of Restricted Stock Unit Agreement Pursuant to the MarketAxess Holdings, Inc. 2012 Incentive Plan.
    10.3    Form of Incentive Stock Option Agreement Pursuant to the MarketAxess Holdings, Inc. 2012 Incentive Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    MARKETAXESS HOLDINGS INC.
Date: January 25, 2016     By:  

/s/ S COTT P INTOFF

    Name:   Scott Pintoff
    Title:   General Counsel

EXHIBIT INDEX

Exhibit

 

    10.1    Form of Performance Share Award Agreement Pursuant to the MarketAxess Holdings, Inc. 2012 Incentive Plan.
    10.2    Form of Restricted Stock Unit Agreement Pursuant to the MarketAxess Holdings, Inc. 2012 Incentive Plan.
    10.3    Form of Incentive Stock Option Agreement Pursuant to the MarketAxess Holdings, Inc. 2012 Incentive Plan.

Exhibit 10.1

FORM OF PERFORMANCE

SHARE AWARD AGREEMENT

PERFORMANCE SHARE AWARD AGREEMENT

PURSUANT TO THE

MARKETAXESS HOLDINGS INC.

2012 INCENTIVE PLAN

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “ Agreemen t ”), made effective as of                      (the “ Grant Date ”), by and between MarketAxess Holdings Inc. (the “ Company ”) and                      (the “ Participant ”).

WHEREAS , the Board of Directors of the Company (the “ Board ”) adopted, and the stockholders of the Company approved, the MarketAxess Holdings Inc. 2012 Incentive Plan (the “ Plan ”);

WHEREAS , the Company, through the Committee under the Plan, wishes to grant to the Participant a Performance Share Award under the Plan that, upon the achievement of the performance metric set forth on Appendix A attached hereto and subject to the Participant’s continuing service with the Company or an Affiliate, may provide for the issuance of shares of the Company’s common stock, par value $.003 per share (“ Common Stock ”) in accordance with the terms of this Agreement;

WHEREAS , the performance metric set forth on Appendix A attached hereto is intended to constitute a “performance goal” as set forth under the Plan; and

WHEREAS , such shares of Common Stock, when issued to the Participant, shall be subject to the terms of this Agreement (including without limitation, the restrictions set forth in Sections 4 and 5 herein).

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

1. Grant of Performance Share Award . Subject to the restrictions, terms and conditions of the Plan and this Agreement, the Company hereby awards and grants to the Participant                      Performance Shares entitling the Participant to receive, for each Performance Share earned in accordance with Section 2 below, one share of Common Stock, subject to the provisions of Appendix A attached hereto (the “ Performance Share Award ”).

2. Payment . Performance shall be measured based upon aggregate operating results commencing on                      and continuing until                      and                      (if necessary), respectively (each a “ Measurement Date ”). Within 60 days of a Measurement Date, the performance metric set forth on Appendix A attached hereto shall be evaluated by the Committee for achievement in accordance with the Minimum, Target, Outperform or Maximum levels set forth on Appendix A (each such period, a “ Performance Period ”). The Committee shall certify that such level of achievement of the performance metric has been achieved (the date of any such certification, a “ Settlement Date ”). Provided the Participant has not incurred a Termination of Employment prior to such Settlement Date (except as otherwise specifically set forth in this Agreement), on such Settlement Date the Company shall award to the Participant the number of Awarded Shares (as defined in Appendix A ) reflecting the level of attainment of the performance metric on the applicable Measurement Date as set forth on Appendix A attached hereto. Pursuant to Sections 4 and 5 hereof, any Awarded Shares granted hereunder shall be subject to certain restrictions, which restrictions relate to the passage of time as an employee or Non-Employee Director of, or Consultant to, the Company or its Affiliates, as described in Section 4.1 hereof. While such restrictions are in effect, the Awarded Shares granted subject to such restrictions shall be referred to herein as “ Restricted Stock .” The Performance Shares and, if any, the number of Awarded Shares and the number of shares of Restricted Stock are subject to adjustment under Section 4.2(b) of the Plan. The provisions in Section 9.1 of the Plan regarding Detrimental Activity shall apply to the Performance Share Award, and Awarded Shares shall vest in accordance with the vesting schedule provided in Section 4 below.

3. Termination of Employment/ Change in Control Prior to Settlement Date .

3.1. Termination of Employment .

(a) Death/Disability. In the event of the Participant’s Termination of Employment by reason of death or Disability (in either case after                     ), then on the applicable Settlement Date the Participant (or the Participant’s estate in the event of the Participant’s death) shall receive the Pro Rata portion of Awarded Shares that the Participant would have received if the Participant had been employed by the Company on such Settlement Date, based on the level of achievement of the performance metric on the applicable Measurement Date, and using the date of Termination of Employment to calculate an appropriate pro rata payout. All Restricted Stock corresponding to Participant’s Awarded Shares shall immediately vest.

(b) Without Cause or Good Reason by Participant. In the event of the Participant’s Termination of Employment by the Company without Cause or by Participant for Good Reason (in either case after                     ), the Participant shall receive the Pro Rata portion of Awarded Shares that the Participant would have received if the Participant had been employed by the Company on such Settlement Date, based on the level of achievement of the performance metric on the applicable Measurement Date, and using the date of Termination of Employment to calculate an appropriate pro rata payout. All Restricted Stock corresponding to Participant’s Awarded Shares shall immediately vest.

(c) By Company for Cause or by Participant Voluntarily. In the event of the Participant’s Termination of Employment by the Company for Cause or by Participant voluntarily (other than pursuant to Section 3.1(b) above), Participant’s Awarded Shares and any unvested Restricted Stock awarded hereunder shall be immediately forfeited.

(d) Definitions. For purposes of this Agreement:

(i) “ Pro Rata ” portion shall be determined by taking the number of full months that have elapsed from the Grant Date thru the date of Termination of Employment and dividing by 36, provided that , if the number of full months that has elapsed is greater than 36, payment is made in full, and if the number of full months that has elapsed is less than 12, the numerator shall be deemed to equal zero and no such Pro Rata amount shall be due Participant; and

(ii) “ Good Reason ” shall mean any of the following events that occurs without Participant’s consent and that is not cured by the Company within thirty (30) days after the Company’s receipt of written notice from Participant specifying the event claimed to be Good Reason: (i) a material diminution in Participant’s title, duties, authorities or responsibilities or the assignment to Participant of duties or responsibilities that are materially adversely inconsistent with Participant’s then position; (ii) a material breach of this Agreement by the Company; or (iii) a requirement by the Company that Participant’s principal place of work be moved to a location more than fifty (50) miles away from its current location. Participant shall be required to provide the Company with written notice of Participant’s Termination of employment for Good Reason no later than forty-five (45) days after the occurrence of the event that constitutes Good Reason.

3.2. Change in Control . In the event of a Change in Control during the Performance Period, the Committee, in its sole discretion, may treat any then unearned Performance Shares under this Performance Share Award in accordance with any one or more of the following methods as determined by the Committee:

 

  (a) The Committee may determine that one or more of the levels of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control would likely have been achieved during a Performance Period and treat all or a portion of the Performance Share Award in accordance with any one of the following methods, as determined by the Committee:

 

  (i) The Committee may determine that a level of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control is deemed achieved on the date of the Change in Control, the Participant shall be granted the applicable number of Awarded Shares set forth on Appendix A , subject to the conditions of Section 4; provided, that all unvested shares of Restricted Stock corresponding to such Awarded Shares shall become immediately vested if (x) such Change in Control occurs within three months following a Termination of Employment by the Participant for Good Reason or (y) the Participant incurs a Termination of Employment by the Company without Cause or by the Participant for Good Reason within 24 months following such Change in Control;

  (ii) Immediately prior to the Change in Control, the Committee may determine that the Performance Share Award will not be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan and the Participant will be granted the applicable number of Awarded Shares set forth on Appendix A with respect to the levels of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control that the Committee has determined would likely have been achieved during the Performance Period, and all shares of Restricted Stock corresponding to such Awarded Shares shall vest upon the Change in Control; or

 

  (iii) Immediately prior to the Change in Control, the Committee may determine that the Performance Share Award will be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan.

 

  (b) The Committee may determine that one or more of the levels of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control would likely not have been achieved during the Performance Period and treat all or a portion of the Performance Share Award in accordance with any one of the following methods as determined by the Committee:

 

  (i) Immediately prior to the Change in Control, the Committee may determine the applicable number of Awarded Shares set forth on Appendix A with respect to a level of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control that the Committee has determined would likely not have been achieved during the Performance Period will be canceled in their entirety; or

 

  (ii) Immediately prior to the Change in Control, the Committee may determine that the Performance Share Award will be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan.

 

  (c) The Committee may elect not to make a determination of the likely achievement of the levels of achievement of the performance metrics set forth on Appendix A and treat the Performance Share Award in accordance with Section 12.1 of the Plan.

 

  (d) Notwithstanding any other provision herein, the Committee may otherwise determine the treatment of the Performance Share Award, which shall not be inconsistent with any of the terms of the Plan.

4. Restricted Stock .

4.1. Vesting . Any Restricted Stock issued hereunder shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan) as follows if the Participant has been continuously employed by or otherwise provides services to the Company or an Affiliate from the applicable Settlement Date until the applicable vesting date:

 

Vesting Date

 

Percentage Vested

                    

 

                    

                    

 

                    

                    

 

                    

                    

 

                    

                    

 

                    

For the avoidance of doubt, all Awarded Shares shall vest in accordance with the above schedule irrespective of whether they are earned during the Performance Period ending                      or                     .

Except as otherwise provided herein, there shall be no proportionate or partial vesting in the periods prior to the applicable vesting dates and all vesting shall occur only on the appropriate vesting date. When any shares of Restricted Stock become vested, the Company shall promptly deliver to the Participant any related RS Property (as defined below), subject to applicable withholding.

4.2. Detrimental Activity . The provisions in Section 8.1 of the Plan regarding Detrimental Activity shall apply to the Restricted Stock.

4.3. Termination of Employment/Change in Control – Post Settlement Date .

 

  (a) Termination of Employment .

 

  (i) In the event of the Participant’s Termination of Employment by reason of death or Disability, in either case on or after a Settlement Date, then all then issued and unvested Restricted Stock shall become immediately vested.

 

  (ii) In the event of the Participant’s Termination of Employment by the Company without Cause or by the Participant for Good Reason, each on or after a Settlement Date, 50% of the total number of then issued and unvested shares of Restricted Stock granted pursuant to this Agreement shall become immediately vested. Any remaining unvested shares of Restricted Stock that could vest pursuant to Section 4.3(b)(i)(x) below shall remain outstanding for a period of three (3) months following the date of such Termination; provided that such shares of Restricted Stock shall only vest in accordance with Section 4.3(b)(i)(x) below.

 

  (b) Change in Control .

 

  (i) If on or after a Settlement Date there is a Change in Control and (x) such Change in Control occurs within three months following a Termination of Employment by the Participant for Good Reason or (y) the Participant incurs a Termination of Employment by the Company without Cause or by the Participant for Good Reason within 24 months following such Change in Control, all then issued and unvested Restricted Stock shall become immediately vested.

 

  (ii) If there is a Change in Control after a Settlement Date and immediately prior to the Change in Control it is determined that the Award will not be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan, then immediately prior to the Change in Control, all then issued and unvested Restricted Stock shall become immediately vested.

4.4. Rights as a Holder of Restricted Stock . From and after any Settlement Date, the Participant shall have, with respect to the shares of Restricted Stock issued on such Settlement Date, all of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote such shares of Common Stock, to receive and retain all regular cash dividends payable to holders of Common Stock of record on and after

such Settlement Date (although such dividends will be treated, to the extent required by applicable law, as additional compensation for tax purposes), and to exercise all other rights, powers and privileges of a holder of Common Stock with respect to the Restricted Stock, with the exceptions that (i) the Participant shall not be entitled to delivery of the stock certificate or certificates representing the Restricted Stock until such shares are no longer Restricted Stock; (ii) the Company (or its designated agent) will retain custody of the stock certificate or certificates representing the Restricted Stock and any other property (“ RS Property ”) issued in respect of the Restricted Stock, including stock dividends at all times such shares are Restricted Stock; (iii) no RS Property will bear interest or be segregated in separate accounts; and (iv) the Participant shall not, directly or indirectly, Transfer the Restricted Stock in any manner whatsoever. Prior to a Settlement Date, the Participant shall have no rights as a stockholder with respect to the applicable shares of Common Stock covered by any Restricted Stock to be granted for the applicable Measurement Date unless and until the Participant has become the holder of record of such Common Stock, 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 (including, without limitation, Section 4.2(b) of the Plan).

4.5. Taxes; Section 83(b) Election . The Participant acknowledges, subject to the last sentence of this Section 4.5, that (i) no later than the date on which any Restricted Stock shall have become vested, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state or local taxes of any kind required by law to be withheld with respect to any Restricted Stock which shall have become so vested, including by electing to reduce the number of shares of Common Stock otherwise deliverable to the Participant or by delivering shares of Common Stock already owned; (ii) the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local taxes of any kind required by law to be withheld with respect to any Restricted Stock which shall have become so vested, including that the Company may, but shall not be required to, sell a number of shares of Common Stock sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company may to the extent permitted by law, but shall not be required to, pay such required withholding and treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Common Stock and any failure by the Participant to pay the loan upon demand shall entitle the Company to all of the rights at law of a creditor secured by the Common Stock. The Company may hold as security any certificates representing any Common Stock and, upon demand of the Company, the Participant shall deliver to the Company any certificates in his or her possession representing the Common Stock together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election.

4.6. Legend . In the event that a certificate evidencing Restricted Stock is issued, the certificate representing the Common Stock shall have endorsed thereon the following legends:

 

  (a) “THE ANTICIPATION, ALIENATION, ATTACHMENT, SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR CHARGE OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE MARKETAXESS HOLDINGS INC. (THE “COMPANY”) 2012 INCENTIVE PLAN (THE “PLAN”) AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE COMPANY DATED AS OF                     ,                     . COPIES OF THE PLAN AND SUCH AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”

 

  (b) Any legend required to be placed thereon by applicable blue sky laws of any state. Notwithstanding the foregoing, in no event shall the Company be obligated to issue a certificate representing the Restricted Stock prior to vesting as set forth in Section 4.1 hereof.

5. Restrictions on Transfer . The Participant shall not sell, negotiate, transfer, pledge, hypothecate, assign, encumber or otherwise dispose of the Performance Share Award or, if any, the shares of Restricted Stock or grant any proxy with respect thereto, except as specifically permitted by the Plan and this

Agreement. Any attempted Transfer in violation of this Agreement and the Plan 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. Notwithstanding the foregoing, nothing herein or in the Plan shall prohibit the Participant from pledging the Common Stock the Participant is granted hereunder to the Company pursuant to a stock pledge agreement entered into between the parties hereto.

6. Issuance Restrictions . The Company is not obligated to issue any securities if, in the opinion of counsel for the Company, the issuance of such Common Stock shall constitute a violation by the Participant or the Company of any provisions of any law or of any regulations of any governmental authority or any national securities exchange.

7. Securities Representations . The shares of Common Stock will be issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:

7.1. The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this section;

7.2. The Common Stock must be held indefinitely by the Participant unless (i) an exemption from the registration requirements of the Securities Act is available for the resale of such Common Stock or (ii) the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the resale of such Common Stock and the Company is under no obligation to continue in effect a Form S-8 Registration Statement or to otherwise register the resale of the Common Stock (or to file a “re-offer prospectus”);

7.3. The exemption from registration under Rule 144 will not be available under current law 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.

8. Not an Employment Agreement . Neither the execution of this Agreement nor the issuance of the Performance Share Award or the Common Stock 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, including but not limited to any period during which any shares of Common Stock are outstanding.

9. Power of Attorney . The Company, its successors and assigns, is hereby appointed the attorney-in-fact, with full power of substitution, of the Participant for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. The Company, as attorney-in-fact for the Participant, may in the name and stead of the Participant, make and execute all conveyances, assignments and transfers of the Restricted Stock, other RS Property, Common Stock and property provided for herein, and the Participant hereby ratifies and confirms that which the Company, as said attorney-in-fact, shall do by virtue hereof. Nevertheless, the Participant shall, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company, be advisable for this purpose.

10. Miscellaneous .

10.1. 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 other than with respect to shares of Common Stock Transferred in compliance with the terms hereof.

10.2. This award of the Performance Share Award, and upon the settlement thereof the issuance of Restricted Stock (if any), 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.

10.3. The Participant agrees that the award of the Performance Share Award hereunder, and upon any settlement thereof the issuance of Restricted Stock (if any), is special incentive compensation and that the Performance Share Award and Restricted Stock (if applicable), any dividends paid thereon (even if treated as compensation for tax purposes) and any other RS Property 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.

10.4. 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.

10.5. This Agreement may be executed in one or more counterparts (including via facsimile or PDF), all of which taken together shall constitute one contract.

10.6. 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.

10.7. 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.

10.8. 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, to the Company, at the address set forth below, or to the Participant, at the Participant’s address on file with the Company, or to such other address as either party may designate by like notice. Notices to the Company shall be addressed to the General Counsel of the Company with a copy to the Compensation Committee of the Board, each at the following address: MarketAxess Holdings Inc., 299 Park Avenue, 10 th Floor, New York, New York, 10171.

10.9. 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.

10.10. By executing this Agreement the Participant hereby accepts the terms and conditions of this Agreement and, effective as of the Settlement Date, shall be deemed to have accepted the award of Restricted Stock within the time period required under Section 8.2(b) of the Plan.

11. 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. A copy of the Plan has 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, the Plan

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. 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) 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.

 

MARKETAXESS HOLDINGS INC.
By:  

 

Name:   Richard M. McVey
Title:   Chief Executive Officer
PARTICIPANT

 

[                    ]

APPENDIX A

Performance Metric and Number of Shares

The Performance metric set forth herein is established for purposes of the grant of the Performance Shares for the Performance Period and is intended to be “performance-based” under Section 162(m) of the Code.

Exhibit 10.2

FORM OF RESTRICTED STOCK UNIT

AWARD AGREEMENT

RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

MARKETAXESS HOLDINGS INC. 2012 STOCK INCENTIVE PLAN

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

WHEREAS, the Board of Directors of the Company (the “ Board ”) adopted the MarketAxess Holdings Inc. 2012 Stock Incentive Plan (the “ Plan ”) which is administered by a Committee appointed by the Board (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. 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 does not make such an election within 30 days after the Grant Date, the RSUs will not be treated as Deferrable RSUs and, subject to the terms and conditions of the Plan, the Guidelines and this Agreement, payment shall be made on the applicable vesting date for the 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 Grant Date until the applicable vesting date:

 

Vesting Date

 

Incremental Percentage of RSUs Vested

                                           
                                           
                                           
                                           
                                           

 

  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 (which occurs on or after                      ), 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                      , (1) if such Termination occurs outside of a Change in Control Period, Participant shall become immediately vested in 25% of all then unvested RSUs, or, (2) if such Termination occurs during a Change in Control Period, Participant shall become immediately vested in 50% of all then unvested RSUs.

(c) “ Change in Control Period ” means the three (3) month period prior to, and the twenty-four 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 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.

 

  2.4 For the avoidance of doubt, the provisions in Section 6 of the Guidelines regarding Detrimental Activity shall at all times apply to the RSUs.

 

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 (including via facsimile or PDF), 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. 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, to the Company, at the address set forth below, or to the Participant, at the Participant’s address on file with the Company, or to such other address as either party may designate by like notice. Notices to the Company shall be addressed to the General Counsel of the Company with a copy to the Compensation Committee of the Board, each at the following address: MarketAxess Holdings Inc., 299 Park Avenue, 10 th Floor, New York, New York, 10171.

 

  5.8 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.

 

MARKETAXESS HOLDINGS INC.
By:  

 

Name:  
Title:  
Date:  

 

PARTICIPANT

 

Name:
Date:  

Exhibit 10.3

FORM OF INCENTIVE STOCK

OPTION AGREEMENT

STOCK OPTION AGREEMENT

PURSUANT TO THE

MARKETAXESS HOLDINGS INC.

2012 INCENTIVE PLAN

STOCK OPTION AGREEMENT (“ Agreement ”), dated as of                     by and between MarketAxess Holdings Inc. (the “ Company ”) and [            ] (“ Participant ”).

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. 2012 Incentive Plan (the “ Plan ”), has authorized this grant of an incentive stock option (the “ Option ”) on             (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 Participant, 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 Participant. By signing and returning this Agreement, Participant 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 Participant 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 Participant’s death or disability, as defined in Section 22(e)(3) of the Code, if Participant 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 affect the validity of the Option and the portion of the Option that does not qualify as an “incentive stock option” 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, Participant is hereby granted an Option to purchase from the Company [•] shares of Common Stock, at a price per share of $[•] (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 Participant has not incurred a Termination of Employment prior to the vesting date:

 

Vesting Date

 

Incremental Percentage of Option Vested

                                           
                                           
                                           
                                           
                                           

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 Participant, 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. Payment of the Option Price may be made by any method provided under Section 6.4(d) of the Plan, including, without limitation, (i) solely to the extent permitted by applicable law, if the Common Stock is traded on a national securities exchange or quoted on a national quotation system sponsored by the Financial Industry Regulatory Authority, through a procedure whereby Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the Option Price or (ii) the relinquishment of a portion of the Option based on the Fair Market Value of the Common Stock on the payment date. Upon expiration of the Option, the Option shall be canceled and no longer exercisable.

Except as provided below, 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 Participant, fifty percent (50%) of the then unvested portion of the Option shall become fully vested and exercisable on the date of Participant’s death or Disability.

(c) Upon Participant’s Termination (i) by the Company without Cause, or (ii) by Participant for Good Reason, one hundred percent (100%) of the then unvested portion of the Option shall become fully vested and exercisable on the date of such Termination.

(d) The provisions in Section 6.4(c) of the Plan regarding Detrimental Activity shall apply to the Option.

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

4. Option Term . The term of the Option shall expire on                     , subject to earlier termination in the event of Participant’s Termination as specified in Section 5 below.

5. Termination . Subject to the terms of the Plan and this Agreement, the Option shall be treated in accordance with the following:

(a) In the event of Participant’s Termination by reason of death or Disability, 50% of the unvested portion of the Option shall vest, and 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 Participant’s involuntary Termination without Cause, or Participant’s voluntary Termination for Good Reason, the Option shall vest in its entirety and shall remain exercisable until the expiration of the stated term of the Option pursuant to Section 4 hereof.

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

(e) Notwithstanding the foregoing, the Option shall immediately vest and become exercisable, and shall remain exercisable for the remaining term of the Option, if (1) a Change in Control occurs, and (2) either (A) within 24 months, Participant incurs an involuntary Termination without Cause or a voluntary Termination for Good Reason, or (B) the successor entity does not assume or substitute the Option.

(f) For purposes of this Agreement, “ Good Reason ” shall mean any of the following events that occurs without Participant’s consent and that is not cured by the Company within thirty (30) days after the Company’s receipt of written notice from Participant specifying the event claimed to be Good Reason: (i) a material diminution in Participant’s title, duties, authorities or responsibilities or the assignment to Participant of duties or responsibilities that are materially adversely inconsistent with Participant’s position; (ii) a material breach of this Agreement by the Company; or (iii) a requirement by the Company that Participant’s principal place of work be moved to a location more than fifty (50) miles away from its current location. Participant shall be required to provide the Company with written notice of Participant’s Termination of employment for Good Reason no later than forty-five (45) days after the occurrence of the event that constitutes Good Reason.

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 Participant, the Option may be exercised only by Participant or Participant’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 . Participant shall have no rights as a stockholder with respect to any shares covered by the Option unless and until Participant 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 Participant 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: General Counsel

With a copy to:

MarketAxess Holdings Inc.

299 Park Avenue, 10 th Floor

New York, New York, 10171

Attention: Compensation Committee

If to Participant, 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 Participant for any specific time period, nor does it modify in any respect the Employer’s right to terminate or modify Participant’s employment or compensation.

[E ND OF TEXT . S IGNATURE PAGE FOLLOWS .]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year set forth below.

 

MARKETAXESS HOLDINGS INC.
By:  

 

Name:   Richard M. McVey
Title:   Chief Executive Officer
Dated:  

 

PARTICIPANT:

 

[                    ]
Dated: