Exhibit
10.17
INTERACTIVE DATA
CORPORATION
2000
LONG-TERM INCENTIVE PLAN
2009
Option Grant Certificate
(Executive
Level Grant)
(Non
Qualified Stock Option)
This Option
Grant Certificate, together with the summary of grant award (the
“ Grant Summary ”), evidences the grant
by Interactive Data Corporation (the “ Company
”) on the date (the “ Grant Date ”)
that appears on the Grant Summary presented to the individual (the
“ Grantee ”) whose name appears on the
Grant Summary, of an Option to purchase, in whole or in part, the
specific number of shares of the Company’s common stock
(“ Stock ”) set forth on the Grant
Summary (at the exercise price, vesting schedule and other terms
set forth therein), pursuant to the provisions of the 2000
Long-Term Incentive Plan (the “ Plan ”)
and on the terms and conditions set forth below.
We
collectively refer to the Plan, this Option Grant Certificate, the
Grant Summary and the International Supplement described in
Section 14 as the “ Plan Documents
”. Capitalized terms used herein and not defined herein shall
have the meanings ascribed thereto in Section 4 of this
Certificate or the Plan, as applicable.
The
Option evidenced by this Option Grant Certificate is not intended
to be an incentive stock option as defined in Section 422 of
the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the “ Code
”).
Except as
otherwise indicated by the context, the term “
Grantee ”, as used in connection with this
Option Grant Certificate, shall be deemed to include any person who
acquires the right to exercise the Option validly under its
terms.
1.
Vesting in the Event of a Change in Control
(i) Notwithstanding
the vesting schedule set forth on the Grant Summary, any unvested
Option shall automatically vest and become exercisable immediately
upon termination of the Grantee’s employment with the Company
and its subsidiaries (the “ Company Group
”) within one (1) year following a Change in Control
(a) by the Company Group (other than for Cause) or (b) by
the Grantee for Good Reason.
(ii) In
addition, notwithstanding the vesting schedule set forth on the
Grant Summary, any unvested portion of the Option shall
automatically vest and become exercisable immediately prior to the
occurrence of a Change in Control if, in connection with the Change
in Control, shares of Stock will no longer be listed on a
recognized national securities exchange; provided ,
however , in the event that in connection with such a Change
in Control, the holders of Stock will receive a cash payment for
each share of Stock surrendered pursuant to such transaction (the
“ Acquisition Price ”), then the
Committee may, in its sole discretion, provide that any outstanding
Option shall terminate immediately upon consummation of such
transaction and that the Grantee shall receive, in exchange
therefore, a cash payment equal to the amount (if any)
by
which
(x) the Acquisition Price multiplied by the number of shares
of Stock subject to such outstanding Option (whether or not then
exercisable), exceeds (y) the aggregate exercise price of such
Option.
2.
Termination of Option . The Option shall terminate and no
longer be exercisable on and after the 10 th anniversary
of the Grant Date (the “ Grant Expiration Date
”) or such earlier times as described in the Plan Documents.
Notwithstanding the forgoing, if the Grant Expiration Date falls on
a date that the primary market on which the Stock trades is closed,
the Grant Expiration Date shall be the last trading date
immediately preceding the 10 th anniversary of the Grant
Date.
3. Termination
of Employment
(i)
Termination for Cause . If the Grantee’s employment
with the Company Group is terminated by the Company Group for
Cause, the Option (whether or not vested) shall be cancelled
immediately and no longer be exercisable.
(ii)
Job Elimination . Upon the Grantee’s Job Elimination,
provided that the Grantee signs an agreement and release
satisfactory to the Company, the Option (a) shall immediately
vest in full, and (b) shall remain exercisable by the Grantee
in accordance with the Plan Documents until the earlier of
(x) 90 days following the date of the Grantee’s
termination of employment and (y) the Grant Expiration Date,
following which the Option shall terminate immediately and no
longer be exercisable.
(iii)
Death . Upon the Grantee’s death the Option
(a) shall immediately vest in full and (b) shall remain
exercisable by the Grantee’s designated beneficiary in
accordance with the Plan Documents until the earlier of
(x) one year following the Grantee’s death and
(y) the Grant Expiration Date, following which the Option
shall terminate immediately and no longer be
exercisable.
(iv)
Resignation; Termination without Cause . Upon the
Grantee’s resignation or the termination of the
Grantee’s employment by the Company Group for any reason
other than Cause, or as a result of a Job Elimination, (a) the
unvested portion of the Option shall be cancelled immediately and
no longer be exercisable and (b) the vested portion of the
Option shall remain exercisable by the Grantee in accordance with
the Plan Documents until the earlier of
(x) 90 days following the date of the Grantee’s
termination of employment with the Company Group and (y) the
Grant Expiration Date, following which the Option shall terminate
immediately and no longer be exercisable. Notwithstanding the
foregoing, in the event of retirement from the Company the Grantee
shall have until the earlier of (x) one year to
exercise options that have vested in the ordinary course as of the
effective date of retirement, with retirement defined for this
purpose as (i) separation from the Company Group for any
reason other than Cause, including, without limitation, voluntary
resignation or Job Elimination, and (ii) the Grantee has
attained at least age 55 and (y) the Grant Expiration
Date.
4.
Defined Terms . For purposes of this Option Grant
Certificate the following terms shall have the meanings ascribed
below.
(i)
Cause . “ Cause ” shall mean
(i) the Grantee’s material breach of any term of any
agreement with the Company Group, including without limitation any
violation of confidentiality
and/or
non-competition agreements; (ii) the Grantee’s
conviction for any act of fraud, theft, criminal dishonesty, or any
felony; (iii) the Grantee’s engagement in illegal
conduct, gross misconduct, or act involving moral turpitude which
is materially and demonstrably injurious to the Company Group; or
(iv) the Grantee’s willful failure (other than any such
failure resulting from incapacity due to physical or mental
illness), which failure is not cured within 30 days of written
notice to the Grantee from the Company Group, to perform his or her
reasonably assigned material responsibilities to the Company Group.
For purposes of (iv), no act or failure to act by the Grantee shall
be considered “willful” unless it is done, or omitted
to be done, in bad faith and without reasonable belief that the
Grantee’s action or omission was in the best interests of the
Company Group.
(ii)
Change in Control . “ Change in Control
” shall mean the occurrence of any of the following events at
any time after the Grant Date:
|
|
(a)
|
The acquisition
by any individual, entity or group (within the meaning of
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the “ Exchange Act ”)
or any successor provisions thereto) of beneficial ownership (as
defined in Rule 13d-3 of the Exchange Act or any successor
provision thereto), directly or indirectly, of securities of the
Company representing more than 50% of the combined voting power of
the Company’s then outstanding voting securities;
provided , however , that for purposes of this
subsection (a), the following acquisitions shall be
disregarded: (x) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, (y) any acquisition by
a corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company, or (z) any acquisition by
Pearson plc or any of its subsidiaries (“
Pearson ”);
|
|
|
(b)
|
The consummation
of a merger, consolidation, or reorganization of the Company with
or involving any other entity or the sale or other disposition of
all or substantially all of the Company’s assets (any of
these events being a “ Business Combination
”), unless, immediately following such Business Combination,
at least one of the following conditions is satisfied:
|
|
|
(x)
|
all or
substantially all of the individuals and entities who were the
beneficial owners of the outstanding voting securities of the
Company immediately prior such Business Combination beneficially
own, directly or indirectly, at least 50% of the combined voting
power of the voting securities of the resulting or acquiring entity
in such Business Combination (which shall include, without
limitation, a corporation which as a result of such Business
Combination owns the Company or substantially all of the
Company’s assets either directly or through one or more
subsidiaries) (such resulting or acquiring entity is referred to
herein as the “ Surviving Entity ”) in
substantially the same proportions as
|
|
|
their ownership
of the outstanding voting securities of the Company immediately
prior to such Business Combination, or
|
|
|
(y)
|
Pearson
beneficially owns, directly or indirectly, 50% or more of the
combined voting power of the then-outstanding voting securities of
the Surviving Entity; or
|
|
|
(c)
|
The stockholders
of the Company approve a plan of complete liquidation of the
Company.
|
Notwithstanding
the foregoing, a Change in Control will not be deemed to have
occurred with respect to the Grantee if the Grantee is part of a
purchasing group that consummates the Change in Control
transaction. The Grantee shall be deemed “part of a
purchasing group” for purposes of the preceding sentence if
the Grantee is either directly or indirectly an equity participant
in the purchasing group (except for (A) passive ownership of
less than 3% of the stock of the purchasing group, or
(B) ownership of equity participating in the purchasing group
which is otherwise not significant, as determined prior to the
Change in Control by the Committee).
(iii)
Good Reason . “ Good Reason ”
shall mean any (i) material diminution in the Grantee’s,
authority, duties, or responsibilities or (ii) diminution in
the Grantee’s annual base cash compensation of more than 10%;
provided , however , that the Grantee must notify the
Company of the existence of a condition set forth in (i) or
(ii) within ninety (90) days following the initial
existence of the condition and following receipt of such notice,
the Company shall have thirty (30) days to cure such
condition.
(iv)
Job Elimination . “ Job Elimination
” shall mean termination of the Grantee’s employment
with the Company Group as a result of a reduction in force, job
elimination, redundancy or similar event pursuant to which the
Grantee is eligible for benefits under the Company Group’s
severance policy, program or practice applicable to the
Grantee.
5.
Assignment of Company’s Rights and Obligations .
Except as provided in Section 1(ii) above, in the event of a
Change in Control, the Company shall assign this Option Grant
Certificate and t
