Delaware | 001-34091 | 52-2230784 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
299 Park Avenue New York, New York |
10171 |
|
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| 1/3 on the date that is: |
| 12 months after the grant date for an RSU that is not a Deferrable RSU (as defined below) and for a Deferrable RSU for which the participant made a deferral election prior to the calendar year in which the Deferrable RSU was granted (a Prior Year Deferral), or |
| 13 months after the grant date for a Deferrable RSU for which the participant did not make a Prior Year Deferral. |
| an additional 1/3 will vest on each of the second and third anniversaries of the grant date; |
| 50% of any unvested RSUs will become immediately vested upon the Participants death or Disability (as defined in the Stock Plan); and |
| 100% of the RSUs will become immediately vested upon a participants termination by the Company without Cause (as defined in the Stock Plan) that occurs upon or within 24 months following a Change in Control (as defined in the Stock Plan); except that such vesting will not apply to a Deferrable RSU that has been deferred (other than pursuant to a Prior Year Deferral) if such termination occurs before the 13 month anniversary of the grant date. |
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(i) | McVey Employment Agreement |
| The McVey Employment Agreement provides for an initial four-year term commencing on February 1, 2011, with successive one year automatic renewals unless either party elects to not extend the term at least 90 days prior to the last day of the term; |
| Mr. McVey will be entitled to receive annual incentive compensation and equity grants on terms and conditions determined by the Committee in its sole discretion; |
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| In the event of Mr. McVeys resignation for Good Reason (as defined in the McVey Employment Agreement) or termination by the Company without Cause (as defined in the McVey Employment Agreement), in each case that occurs outside of the three months prior to or 18 months after a Change in Control (CIC Protection Period), then subject to his execution of a waiver and general release: |
| Mr. McVey will continue to receive his base salary for 24 months after termination, |
| Mr. McVey will be paid two times the average of the annual cash bonus he received for the three completed calendar years prior to termination (Average Bonus), to be paid in 24 monthly installments, and |
| If he timely elects continued coverage under the Companys health plans in accordance with, and remains eligible for coverage under, COBRA, the Company will pay for his and his dependents premiums for such coverage to the extent the payments will not subject the Company to any tax or other penalties under Section 4980D of the Code or otherwise cause a violation of applicable law (the Health Insurance Coverage) for up to 18 months after termination; |
| In the event of a non-extension of the term of the McVey Employment Agreement by the Company, then subject to his execution of a waiver and general release, Mr. McVey will: |
| continue to receive his base salary for 12 months after termination, or 24 months if such termination occurs during a CIC Protection Period, |
| be paid one times, or two times if such termination occurs during a CIC Protection Period, the Average Bonus, and |
| be entitled to elect to receive the Health Insurance Coverage for up to 12 months after termination, or up to 18 months after termination if such termination occurs during a CIC Protection Period; and |
| Any award gains and annual incentive received by Mr. McVey will be subject to potential clawback under policies to be adopted by Company to comply with applicable law, rules or other regulatory requirements or in accordance with the terms of the applicable award agreement if he engages in Detrimental Activity. |
(ii) | Millet Employment Agreement |
| The Millet Employment Agreement provides for an initial four-year term commencing on February 1, 2011, with successive one year automatic renewals unless either party elects to not extend the term at least 90 days prior to the last day of the term; |
| Mr. Millet will be entitled to receive annual incentive compensation and equity grants on terms and conditions determined by the Committee in its sole discretion; |
| In the event of Mr. Millets resignation for Good Reason (as defined in the Millet Employment Agreement), termination by the Company without Cause (as defined in the Millet Employment Agreement), or his death, in each case outside a CIC Protection Period, then subject to his (or his estates) execution of a waiver and general release, Mr. Millet (or his estate) will: |
| continue to recieve his base salary for 12 months after termination, |
| be paid one times his Average Bonus to be paid in 12 monthly installments, and |
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| be entitled to elect to receive the Health Insurance Coverage for up to 12 months after termination; |
| In the event of Mr. Millets resignation for Good Reason, termination by the Company without Cause, or death, in each case during a CIC Protection Period, then subject to his (or his estates) execution of a waiver and general release, Mr. Millet will: |
| continue to receive his base salary for 18 months after termination, |
| be paid 1.5 times his Average Bonus to be paid in 18 monthly installments, and |
| be entitled to elect to receive the Health Insurance Coverage for up to 12 months after termination; |
| In the event of a non-extension of the term of the Millet Employment Agreement by the Company, then subject to his execution of a waiver and general release, Mr. Millet will: |
| continue to receive his base salary for 12 months after termination, or 18 months if such termination occurs during a CIC Protection Period, |
| be paid one times, or 1.5 times if such termination occurs during a CIC Protection Period, the Average Bonus, and |
| be entitled to elect to receive the Health Insurance Coverage for up to 12 months, or up to 18 months if such termination occurs during a CIC Protection Period; and |
| Any award gains and annual incentive received by Mr. Millet will be subject to potential clawback under policies to be adopted by the Company to comply with applicable law, rules or other regulatory requirements or in accordance with the terms of the applicable award agreement if he engages in Detrimental Activity. |
Number of Retention | ||||||||
Name of Executive Officer | Number of Retention RSUs | Options | ||||||
Richard M. McVey |
119,565 | 219,969 | ||||||
T. Kelley Millet |
59,782 | 109,984 |
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Incremental Percentage of Award | ||||
Vesting Date | Vested | |||
January 15, 2012 (February 19, 2012 for Mr. McVeys Retention RSUs) |
12.5 | % | ||
January 15, 2013 |
25.0 | % | ||
January 15, 2014 |
25.0 | % | ||
January 15, 2015 |
25.0 | % | ||
January 15, 2016 |
12.5 | % |
| Upon the participants death or Disability 50% of any unvested Retention Awards will become immediately vested and, in the case of the Retention Options, remain exercisable until the earlier of two years from the date of such termination or the expiration of the Retention Option; and |
| Upon the participants termination by the Company without Cause, or by the Participant for Good Reason, that solely in the case of Mr. McVeys Retention RSUs occurs on or after February 19, 2012, any portion of the applicable Retention Award that would have otherwise become vested in the 12 month period following the date of such termination if such termination occurs outside of a CIC Protection Period, or the 24 month period following the date of such termination if such termination occurs during a CIC Protection Period, will become immediately vested on the date of such termination. |
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Item 9.01 | Financial Statements and Exhibits |
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). |
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10.2 | Form of Restricted Stock Unit Agreement for employees other
than Messrs. McVey and Millet pursuant to the MarketAxess Holdings Inc. 2004
Stock Incentive Plan (as amended and restated effective April 28, 2006). |
|||
10.3 | Form of Restricted Stock Unit Agreement for Messrs. McVey and
Millet pursuant to the MarketAxess Holdings Inc. 2004 Stock Incentive Plan (as
amended and restated effective April 28, 2006). |
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10.4 | Letter Agreement, dated January 19, 2011, by and between
MarketAxess Holdings Inc. and Richard M. McVey. |
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10.5 | Letter Agreement, dated January 19, 2011, by and between
MarketAxess Holdings Inc. and T. Kelley Millet. |
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10.6 | Incentive Stock Option Agreement, dated January 19, 2011, by and
between MarketAxess Holdings Inc. and Richard M. McVey. |
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10.7 | Incentive Stock Option Agreement, dated January 19, 2011, by and
between MarketAxess Holdings Inc. and T. Kelley Millet. |
|||
10.8 | Restricted Stock Unit Agreement, dated January 19, 2011, by and
between MarketAxess Holdings Inc. and Richard M. McVey. |
|||
10.9 | Restricted Stock Unit Agreement, dated January
19, 2011, by and between MarketAxess Holdings Inc. and T. Kelley Millet. |
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MARKETAXESS HOLDINGS INC. |
||||
Date: January 19, 2011 | By: | /s/Richard M. McVey | ||
Name: | Richard M. McVey | |||
Title: | Chief Executive Officer |
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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). |
|||
10.2 | Form of Restricted Stock Unit Agreement for employees other
than Messrs. McVey and Millet pursuant to the MarketAxess Holdings Inc. 2004
Stock Incentive Plan (as amended and restated effective April 28, 2006). |
|||
10.3 | Form of Restricted Stock Unit Agreement for Messrs. McVey and
Millet pursuant to the MarketAxess Holdings Inc. 2004 Stock Incentive Plan (as
amended and restated effective April 28, 2006). |
|||
10.4 | Letter Agreement, dated January 19, 2011, by and between
MarketAxess Holdings Inc. and Richard M. McVey. |
|||
10.5 | Letter Agreement, dated January 19, 2011, by and between
MarketAxess Holdings Inc. and T. Kelley Millet. |
|||
10.6 | Incentive Stock Option Agreement, dated January 19, 2011, by and
between MarketAxess Holdings Inc. and Richard M. McVey. |
|||
10.7 | Incentive Stock Option Agreement, dated January 19, 2011, by and
between MarketAxess Holdings Inc. and T. Kelley Millet. |
|||
10.8 | Restricted Stock Unit Agreement, dated January 19, 2011, by and
between MarketAxess Holdings Inc. and Richard M. McVey. |
|||
10.9 | Restricted Stock Unit Agreement, dated January
19, 2011, by and between MarketAxess Holdings Inc. and T. Kelley Millet. |
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