AMENDMENT TO THE
AMENDED AND RESTATED 2001 MOODYS CORPORATION
KEY EMPLOYEES STOCK INCENTIVE PLAN
(as amended, December 18, 2017)
WHEREAS, Moodys Corporation, a Delaware corporation (the Company) maintains the Amended and Restated 2001 Moodys Corporation Key Employees Stock Incentive Plan, as amended December 18, 2017 (as amended, the Plan); and
WHEREAS, the Company has determined the Plan should be amended to mandate a vesting period of at least one year for all equity awards issued under the Plan on or after April 15, 2019, subject to certain limited exceptions.
NOW, THEREFORE, the Plan is hereby amended effective as of April 15, 2019 as follows:
1. Section 6 is hereby amended and restated to read as follows:
No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date. No portion of any Award granted on or after April 17, 2019 shall vest, in whole or in part, prior to the first anniversary of the date of grant of the Award; provided, that up to 5% of the shares authorized for issuance pursuant to Section 3 may, if so determined by the Committee, vest prior to the first anniversary of the date of grant of the Award.
2. Section 7(g) is hereby amended and restated to read as follows:
(g) Effect of Other Termination of Employment. Upon a Termination of Employment for any reason (other than death, Disability or Retirement after the first anniversary of the date of grant of an Option as described above), an unexercised Option may thereafter be exercised during the period ending 30 days after the date of such Termination of Employment, but only to the extent to which such Option was exercisable at the time of such Termination of Employment. Notwithstanding the foregoing and subject to Section 6, the Committee may, in its sole discretion, either by prior written agreement with the Participant or upon the occurrence of a Termination of Employment, accelerate the vesting of unvested Options held by a Participant if such Participants Termination of Employment is without cause (as such term is defined by the Committee in its sole discretion) by the Company.
3. Section 9(a) is hereby amended and restated to read as follows:
(a) Generally. The Committee, in its sole discretion, may grant Awards of unrestricted Shares, Restricted Stock, Restricted Stock Units and other Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (collectively, Other Stock-Based Awards). Such Other Stock-Based Awards shall