RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
MARKETAXESS HOLDINGS INC. 2012 INCENTIVE PLAN
THIS RESTRICTED STOCK UNIT AGREEMENT (this Agreement), is made as of the January 22, 2019 (the Grant Date) by and between MarketAxess Holdings Inc. (the Company) and Christopher R. Concannon (the Participant).
WHEREAS, the Board of Directors of the Company (the Board) adopted The MarketAxess Holdings Inc. 2012 Incentive Plan (the Plan) which is administered by a Committee appointed by the Companys Board of Directors (the Committee);
WHEREAS, pursuant to Section 3.3 of the Plan, the Committee has adopted guidelines (the Guidelines) for the grant of restricted stock units (RSUs) under the Plan, which constitute an Other Stock-Based Award 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:
|1. || |
Grant of RSUs. Subject to the terms and conditions of the Plan (as modified by this Agreement), the Guidelines (as modified by this Agreement) and this Agreement, on the Grant Date the Company awarded to the Participant xxx RSUs1. The RSUs hereunder are not Deferrable RSUs and are not eligible for deferral under Section 4 of the Guidelines.
|2. || |
Vesting. The RSUs shall become vested (but shall remain subject to Section 3 of this Agreement) pursuant to Sections 3.1 and 3.2 of the Guidelines, subject to the accelerated vesting provisions under Sections 3.3 and 3.4 of the Guidelines, on January 22, 2022, provided that the Participant has not had a Termination from the Grant Date until the vesting date, and provided further that notwithstanding anything herein, in the Plan, or in the Guidelines to the contrary, in the event that the Participant experiences a Termination due (i) death, (ii) Disability, (iii) termination by the Company without Cause, or (iv) resignation by the Participant for Good Reason (as defined in the employment agreement by and between the Participant and the Company), 100% of the RSUs that are unvested at the time of such Termination, shall become immediately vested.
|3. || |
Securities Representations. The grant of the RSUs and any issuance of shares of Common Stock pursuant to this Agreement are being made by the Company in reliance upon the following express representations and warranties of the Participant.
The Participant acknowledges, represents and warrants that:
3.1 he or she has been advised that he or she may be an affiliate within the meaning of Rule 144 under the Securities Act of 1933, as amended (the Act) and in this connection the Company is relying in part on his or her representations set forth in this section;
|1 || |
NTD: The number of RSUs granted will be determined by dividing award value by the average closing price of Company stock on the ten trading days leading up to and including the Grant Date, rounded to the nearest whole number.