Director Compensation Letter between Instinet Group Incorporated and Robin Josephs (January 2005)
Instinet Group Incorporated confirms the compensation terms for Robin Josephs as a member of its Board of Directors, effective January 1, 2005. Ms. Josephs will receive an annual cash retainer of $50,000, stock options (both an initial grant and annual grants), and meeting fees. She will also be reimbursed for business-class travel and covered by directors and officers liability insurance. If a change in control occurs in 2005 and she is asked to leave, she will receive the unpaid balance of her annual retainer. She will be nominated for re-election at the next annual meeting.
January 3, 2005
VIA AIR COURIER
Ms. Robin Josephs
1861 N. Orchard Street
Chicago, IL 60614
Dear Robin:
On behalf of Ian Strachan, we are delighted that you have joined the Board of Directors of Instinet Group Incorporated, effective January 1, 2005. We welcome your participation on the Board as well as on the Audit and Compensation Committees.
Moreover, this letter confirms the compensation arrangements with regard to your director and committee member duties. With effect from January 1, 2005, Instinet Group agrees to compensate you as follows:
| Board Retainer | |
Stock Options (Initial One-Time Grant) | Instinet Group stock options (with seven year term) covering 25,000 shares that vest ratably over five years. |
Stock Options (Annual Grant at Annual Shareholder Meeting) | Instinet Group stock options (with seven year term) with a present value of $50,000, vesting in one year. |
Cash | $50,000 Annually (Paid Quarterly). |
Board and Committee Meeting Fees | $1,000 Per Meeting (not to exceed two fees per day). |
| Other |
Instinet Group carries an appropriate level of Director and Officers Liability Insurance. |
You will be reimbursed business-class travel expenses to and from meetings. |
Robin Josephs
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You will be nominated for re-election by the shareholders as a director at the annual shareholders meeting scheduled for May 16. Further, as discussed, should Instinet Group experience a change in control in 2005 that results in your being asked to leave your director's position, you will at minimum be paid the balance of the $50,000 annual cash retainer that has not already been paid to you.
I attach, for your information, a revised calendar of Board and Committee meetings for 2005.
We look forward to your involvement in Instinet Group Board matters.
Very truly yours,
/s/ Paul A. Merolla
enclosure
cc: Ian Strachan
