Exhibit 10.4
Form of 2022 Restricted Stock Unit Agreement (Non-Deferred)
for U.S. based Executive Officers other than Mr. McVey
RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
MARKETAXESS HOLDINGS INC. 2020 EQUITY
INCENTIVE PLAN
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), is made as of [Award Date] (the “Grant Date”) by and between MarketAxess Holdings Inc. (the “Company”) and xxx (the “Participant”).
WHEREAS, the Board of Directors of the Company (the “Board”) adopted The MarketAxess Holdings Inc. 2020 Equity Incentive Plan (as may be amended and/or restated from time to time) (the “Plan”) which is administered by a Committee appointed by the Company’s Board of Directors (the “Committee”);
WHEREAS, pursuant to Section 3.2 of the Plan, the Committee has adopted guidelines (the “Guidelines”) for the grant of restricted stock units (“RSUs”) 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:
xxx on [vest date 1]
xxx on [vest date 2]
xxx on [vest date 3]
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.
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If a Qualified Retirement occurs, any remaining unvested RSUs granted hereunder shall be settled in Common Stock within 30 days following the date such unvested RSUs would have otherwise vested in accordance with the Original Vesting Schedule, regardless of whether the Participant continues to provide services to the Company; provided that if, prior to the last vesting date set forth in the Original Vesting Schedule, the Participant undertakes any business activity or employment in the financial services or fintech industries without the prior written consent of the Company or breaches any of the terms and conditions of the Restrictive Covenants, any RSUs which have not yet been settled will be forfeited immediately for no consideration.
A “Qualified Retirement” shall occur upon the first date on which all the following criteria have been satisfied: (i) the Participant is at least fifty-eight (58) years old, (ii) the Participant has at least ten (10) years of service with the Company, (iii) the Participant has given to the Company twelve (12) months’ advance notice of the Participant’s intent to cease providing services to the Company and comply with the Restrictive Covenants, and (iv) such twelve (12) month period has elapsed; provided, that the Participant has continuously provided service to the Company through such twelve (12) month period.
“Restrictive Covenants” shall mean any written post-termination of employment covenants between the Participant and the Company or any of its affiliates prohibiting or restricting competition, the solicitation of clients or employees or the sharing of confidential information, including any such covenants set forth in a Proprietary Information and Non-Competition Agreement; provided, however; for purposes of this Agreement, the term of such Restrictive Covenants shall be deemed to extend to the last vesting date set forth in the Original Vesting Schedule.
The Participant acknowledges, represents and warrants that:
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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.
_________________________________
Richard M. McVey
Chief Executive Officer
PARTICIPANT
___________________________________
xxx
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