Exhibit 10.2
CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
April 8, 2022
Nicholas Themelis [*****]
[*****]
Dear Nicholas:
This Separation Agreement and General Release (the “Agreement”) serves to memorialize the terms of the termination of your employment with MARKETAXESS CORPORATION (“MarketAxess” or the “Company”). The terms of the Agreement, including your right to the payments and benefits referred to in Paragraphs 1 and 2 and are contingent upon and subject to your execution of this Agreement. As used in this Agreement, the terms “you” and “your” refer to Nicholas Themelis.
Subject to your full compliance with all of your obligations under this Agreement, including but not limited to the covenants contained in Sections “3” and “4”:
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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 TERMINATION DATE 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, SEXUAL HARASSMENT, 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, THE CORPORATE FRAUD AND CRIMINAL FRAUD ACCOUNTABILITY ACT OF 2002, AND SECTIONS 922(H)(1) AND 1057 OF THE DODD-FRANK ACT, 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. 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 RELEASE AGREEMENT, THIS RELEASE IS NOT INTENDED TO INTERFERE WITH YOUR RIGHT TO FILE A CHARGE WITH A GOVERNMENTAL AGENCY, INCLUDING BUT NOT LIMITED TO THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION OR ANY STATE OR LOCAL FAIR EMPLOYMENT PRACTICES AGENCY, OR OTHER GOVERNMENTAL REGULATORY AGENCY OR SELF- REGULATORY ORGANIZATION. HOWEVER, BY EXECUTING THIS RELEASE AGREEMENT, YOU HEREBY WAIVE THE RIGHT TO RECOVER ANY RELIEF IN CONNECTION WITH ANY PROCEEDING BROUGHT BEFORE SUCH GOVERNMENTAL AGENCY OR SELF-REGULATORY ORGANIZATION. 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. YOU RELINQUISH ANY RIGHT TO FUTURE EMPLOYMENT WITH THE COMPANY OR ANY OF THE RELEASEES, AND AGREES NOT TO SEEK FUTURE RE- EMPLOYMENT WITH THE COMPANY OR ANY OF THE RELEASEES. YOU ACKNOWLEDGE THAT THE COMPANY SHALL HAVE THE RIGHT TO REFUSE TO RE-EMPLOY YOU WITHOUT LIABILITY OF THE COMPANY OR ANY OF THE RELEASEES.
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Nothing in this Agreement shall waive or affect any rights to advancement, indemnification or insurance, such as directors and officers insurance, that, by their terms, survive a termination of employment.
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jurisdiction or as required by law or interfere with your right to cooperate or participate in an investigationconducted by a governmental agency or self-regulatory organization.
You represent and warrant that you are not aware of any facts that would establish that any officer or employee of MarketAxess has engaged in conduct that youbelieve would violate any federal, state or local law, regulation or ordinance.
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 adequateremedies are not available at law. Therefore, you agree that MarketAxess shall be entitled to seek an injunction, restraining order or such other equitable relief (without therequirement to post bond or any other security) as a court of competent jurisdiction maydeem necessary or appropriate to restrain you from committing any
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violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and inaddition 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 “6” and the interpretation and enforcement of this Paragraph “6” insofar as such interpretation and enforcement relate to any request or application for injunctive relief in accordance with the provisions of this Paragraph “6,” 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 requestor 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 “6,” provided that MarketAxess may seek to enforce any such injunctive relief in any court of competent jurisdiction.
This Agreement does not constitute an admission of liability or wrongdoingof any kind by the Releasees.
The terms of this Agreement shall be binding on the parties hereto andtheir respective successors and assigns.
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Agreement.
MarketAxess Holdings Inc. 55 Hudson Yards Floor 15 New York, New York 10001 Attention: General Counsel
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IN WITNESS WHEREOF, the parties hereto have executed this Separation Agreement and General Release as of the date first written above.
MARKETAXESS CORPORATION
By: /s/ Julie Sheffet_____________
Julie Sheffet
Chief Human Resources Officer
ACCEPTED AND AGREED:
/s/ Nicolas Themelis___________
Nicholas Themelis Date: 4/11/2022
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