Non-Executive Chairman Compensation Letter between Instinet Group Incorporated and Ian Strachan

Summary

This letter agreement outlines the terms for Ian Strachan's role as Non-Executive Chairman of Instinet Group Incorporated, starting January 1, 2003, and ending at the Spring 2005 annual shareholders meeting unless ended earlier. Mr. Strachan is expected to devote seven days per month to the role and will receive a $275,000 annual retainer, paid monthly, plus an annual restricted stock award valued at $75,000 with one-year vesting. He is not eligible for the annual incentive bonus or stock option plans. Instinet will reimburse reasonable expenses related to his duties.

EX-10.6 3 y84689exv10w6.txt NON-EXECUTIVE CHAIRMAN COMPENSATION LETTER EXHIBIT 10.6 January 1, 2003 Mr. Ian Strachan 30 Bloomfield Terrace London SW1W 8PQ England Re: Non-Executive Chairman Dear Ian: On behalf of Instinet Group Incorporated ("Instinet"), we are pleased that you accepted the role of Non-Executive Chairman of the Board. Set forth below are the agreed upon terms and conditions relating to this position: TERM: Commences January 1, 2003 and expires upon Spring 2005 annual shareholders meeting, absent earlier resignation, removal, death or disqualification AMOUNT OF TIME ANTICIPATED TO BE Seven days per month (including two travel days). DEVOTED TO ROLE: RETAINER (INCLUSIVE OF ALL MEETING $275,000 per annum, payable monthly. FEES): RESTRICTED STOCK AWARD: $75,000 value annually to be awarded as of the date of the annual shareholders meeting in 2003 and 2004, with one-year vesting; pro-rata award based upon $75,000 annualized value from January 1, 2005 through the date of the annual shareholders meeting in Spring 2005, with one-year vesting ANNUAL INCENTIVE BONUS PLAN: Non eligible. INSTINET 2000 STOCK OPTION PLAN: Non eligible. EXPENSES: Instinet shall reimburse you for all reasonable travel, lodging, meal and other reasonable expenses incurred in connection with the performance of your duties and responsibilities as Non-Executive Chairman

Ian Strachan Non-Executive Chairman - - Page 2 - We are indeed pleased that you will assume responsibilities of this position and we look forward to working closely with you to help Instinet succeed. Best regards. Very truly yours, /s/ Paul A. Merolla Paul A. Merolla Executive Vice President, General Counsel and Secretary Accepted and Agreed this 1st day of January, 2003 /s/ Ian Strachan - ---------------------------------- Ian Strachan