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Exhibit
10.25
MF GLOBAL LTD.
2007 LONG TERM INCENTIVE
PLAN
AMENDED AND
RESTATED
SHARE OPTION AWARD
AGREEMENT
This Amended and Restated
Agreement sets forth the terms and conditions of the award (this
“ Award ”) granted to the recipient set forth in
Section 2 (the “ Grantee ”) by MF Global
Ltd., a Bermuda exempted company (the “ Company
”), under the MF Global Ltd. 2007 Long Term Incentive Plan
(the “ Plan ”), of an option (the “
Option ”) to purchase common shares of the Company
(“ Shares ”) under the terms and conditions set
forth herein.
1. The Plan . This
Award is made pursuant to the Plan, a copy of which has been
furnished to the Grantee, and the terms of the Plan are
incorporated into this Agreement, except as otherwise specifically
stated herein. Capitalized terms used in this Agreement that are
not defined in this Agreement have the meanings as used or defined
in the Plan. References in this Agreement to any specific Plan
provision will not be construed as limiting the applicability of
any other Plan provision.
2. Award . Effective
as of the date set forth below (the “ Grant Date
”), the Company hereby grants to the Grantee as compensation
for the Grantee’s service as an employee of the Company, or
any of its Subsidiaries or Affiliates, the right and option to
purchase, subject to the terms of this Agreement and the Plan and
subject to the provisions of Sections 3 and 4, all or any part of
the aggregate number of Shares set forth below (the Shares that are
deliverable to the Grantee pursuant to exercise of this Option, the
“ Option Shares ”) at a purchase price per Share
that will be equal to the Fair Market Value of a Share on the Grant
Date (the “ Option Price ”).
Name of Grantee :
[ Employee Name ]
Grant Date :
July 18, 2007
Number of Shares: [
Number equal to $• divided by 30 ]
Option Price :
$30
Until the Option Shares are issued to
the Grantee pursuant to Section 9, the Grantee has no rights
as a shareholder of the Company. THIS AWARD IS SUBJECT TO ALL
TERMS, CONDITIONS AND PROVISIONS OF THE PLAN AND THIS AWARD
AGREEMENT INCLUDING, WITHOUT LIMITATION, THE ARBITRATION AND CHOICE
OF FORUM PROVISIONS SET FORTH IN SECTION 22, THE DATA PRIVACY
CONSENT SET FORTH IN SECTION 21, THE ELECTRONIC DELIVERY
CONSENT SET FORTH IN SECTION 23 AND ANY APPLICABLE RESTRICTIVE
COVENANTS SET FORTH IN SECTION 15 AND ANNEX 1 TO THIS
AGREEMENT.
3. Vesting . Except as
otherwise provided in Sections 5, 6, and 24, this Option will vest
in respect of one-third of the Option Shares on each of the first,
second and third anniversaries of the Grant Date (each such
anniversary a “ Vesting Date ”) and will be
exercisable only to the extent that it has vested.
4. Term of Option .
This Option will expire on the seventh (7th) anniversary of
the Grant Date (the “ Expiration Date ”) and
must be exercised, if at all, on or before the earlier of the
Expiration Date or the date on which this Option is earlier
terminated in accordance with the provisions of Section 5 or 6
of this Agreement.
5. Termination of
Employment . Subject to Section 6 and the terms of any
employment agreement between the Grantee and the Company or any
Affiliate or Subsidiary, if the Grantee’s employment with the
Company and its affiliates terminates for any reason prior to the
final Vesting Date, to the extent the Option has not yet vested in
accordance with Section 4, it will automatically be forfeited
and cancelled by the Company upon such termination of employment,
and to the extent (and only to the extent) that it is vested on the
date the Grantee’s employment terminates, the Option may be
exercised by the Grantee no later than 90 days after the date of
such termination (but in no event later than the Expiration Date),
except as follows.
(a) By the Company for
Cause . If the Grantee’s employment is terminated by the
Company (or any Subsidiary or Affiliate) for Cause, upon such
termination of employment the Option will automatically be
forfeited in full and cancelled by the Company and any portion of
the Option that had previously vested will immediately cease to be
exercisable. For purposes of this Agreement, “ Cause
” means the Grantee’s (i) conviction, or plea of
nolo contendere (or a similar plea), in a criminal
proceeding; (ii) misconduct; (iii) dishonesty;
(iv) violation of any law, rule, regulation of any
governmental authority, securities exchange or association or any
other regulatory or self-regulatory body or agency applicable to
the Grantee or the Company, or any material violation of the
Company’s policies or procedures; (v) willful or
repeated failure or refusal to perform the Grantee’s duties
satisfactorily; (vi) engaging in any activity deemed by the
Committee to be contrary or harmful to the interests of the
Company; or (vii) such other or different circumstances as the
Committee may determine to constitute Cause; in each case as
determined by the Committee, which determination will be final,
binding and conclusive; provided , however , that if
“Cause” is defined in an employment agreement between
the Grantee and the Company, that definition will apply in lieu of
the definition set forth herein.
(b) Death or
Disability . If the Grantee’s termination of employment
is due to the Grantee’s death or Disability, the Option will
immediately vest in full as of the date of such termination and to
the extent that the Option is vested on the date of such
termination (after giving effect to the accelerated vesting
provided for in this Section 5(b)), the Option may be
exercised by the Grantee no later than 1 year after the date of
such termination, but in no event later than the Expiration Date.
For purposes of this Agreement, “ Disability ”
means the Grantee’s total and permanent disability in
accordance with the Company’s long-term disability plan, or
if no such plan is applicable to the Grantee, as determined by the
Committee in its sole discretion; provided, however, that if
“Disability” is defined in an employment agreement
between the Grantee and the Company, that definition will apply
lieu of the definition set forth herein.
(c) Retirement . If
the Grantee’s termination of employment is by reason of
Retirement and if the Grantee has completed at least 10 years of
continuous service with the Company and its Subsidiaries and
Affiliates (including service with any Man Group plc entity before
the Effective Date of the Plan) at the time of such termination (or
such shorter period of service as determined by the Committee),
the
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Committee may in its sole
discretion provide that the Option (i) will not be forfeited,
but will remain outstanding and continue to vest in accordance with
this Agreement notwithstanding the Grantee’s termination of
employment or (ii) will vest on a pro rata basis, such that
effective as of the date of such termination, the Option will be
vested in respect of the aggregate number of Option Shares subject
to the Option multiplied by the greater of (A) one-third and
(B) a fraction, the numerator of which is the number of days
that have elapsed from and including the Grant Date through the
effective date of the Grantee’s termination of employment,
and the denominator of which is 1,095 (the “ Pro-Rata
Portion ”), and the Option in respect of the remainder of
the Option Shares will be forfeited. To the extent that the Option
is vested on the date of the Grantee’s termination for
Retirement or thereafter (after giving effect to any accelerated or
continued vesting that may be provided for by the Committee
pursuant to this Section 5(c)), the Option may be exercised by
the Grantee no later than 5 years after the date of such
termination, but in no event later than the Expiration Date. For
purposes of this Agreement, “ Retirement ” means
a termination after age 60 in accordance with the retirement
policies of the Company (or, as applicable, one of its Subsidiaries
or Affiliates).
(d) By the Company for
Redundancy . If the Grantee’s employment is terminated by
the Company (or any Subsidiary or Affiliate) for reasons of
Redundancy (which for avoidance of doubt does not include a
termination for death, Disability, Retirement or Cause), the Option
will vest in respect of the Pro Rata Portion of Option Shares as of
the effective date of the Grantee’s termination of
employment, and the remainder of the Option will be forfeited. To
the extent that the Option is vested on the date of the
Grantee’s termination for reasons of Redundancy (after giving
effect to any accelerated vesting that may be provided for by the
Committee pursuant to this provision), the Option may be exercised
by the Grantee no later than 3 years after the date of such
termination, but in no event later than the Expiration Date. For
purposes of this Agreement, whether a termination of the
Grantee’s employment is for reasons of “
Redundancy ” will be determined by the Committee in
its sole discretion.
6. Change in Control .
Notwithstanding any other provision of this Agreement or the Plan,
upon a Change in Control, the Option will vest in full and, subject
to applicable law, become exercisable in accordance with
Section 13 of the Plan.
7. Manner of Exercise
.
(a) Share Option Exercise
Agreement . To exercise this Option, the Grantee (or in the
case of exercise after the Grantee’s death, the
Grantee’s executor, administrator, heir or legatee, as
applicable) must deliver to the Company an executed share option
exercise agreement in such form as may be required by the Company
from time to time (the “ Exercise Agreement ”),
which will set forth, inter alia , the Grantee’s
election to exercise this Option and the number of Shares being
purchased. If someone other than the Grantee exercises this Option,
then such person must submit documentation reasonably acceptable to
the Company that such person has the right to exercise this
Option.
(b) Limitations on
Exercise . This Option may not be exercised unless such
exercise is in compliance, to the reasonable satisfaction of the
Committee, with all applicable foreign, federal and state
securities laws, as they are in effect on the date of exercise. In
addition, this Option may not be exercised if the Committee
determines that an event constituting Cause has occurred during the
Grantee’s employment with the Company and its Subsidiaries
and Affiliates.
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(c) Payment . The
Exercise Agreement will be accompanied by full payment of the
Option Price for each of the Shares being purchased by the Grantee
(such aggregate amount, the “ Exercise Price ”)
in cash (or by certified check), or where permitted by
law:
(i) by tender of Shares (that
unless otherwise determined by the Committee, are free and clear of
all liens, claims, encumbrances or security interests) having a
Fair Market Value (determined on the date of exercise) equal to the
Exercise Price;
(ii) provided that a public
market for the Shares exists: (A) through a “same day
sale” commitment from the Grantee and an independent
broker-dealer that is acceptable to the Company (a “
Broker-Dealer ”) whereby the Grantee irrevocably
elects to exercise this Option and to sell a portion of the Shares
so purchased to pay for the Exercise Price and whereby the
Broker-Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company; or
(B) through a “margin” commitment from the Grantee
and a Broker-Dealer whereby the Grantee irrevocably elects to
exercise this Option and to pledge the Shares so purchased to the
Broker-Dealer in a margin account as security for a loan from the
Broker-Dealer in the amount of the Exercise Price, and whereby the
Broker-Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company;
(iii) by any combination of
the foregoing; or
(iv) at the discretion of the
Committee and to the extent permitted by law, such other method as
may be prescribed from time to time.
8. Tax Withholding .
Prior to the issuance of the Shares upon exercise of this Option,
the Grantee will pay, or otherwise provide for to the satisfaction
of the Company, any applicable federal, state, local and foreign
withholding obligations of the Company. To the extent permitted by
law, the Grantee may provide for payment of withholding taxes upon
exercise of this Option by requesting that the Company retain
Shares with a Fair Market Value (determined as of the date of
exercise) equal to the statutory minimum amount of taxes required
to be withheld. In such case, the Company will issue the net number
of Shares to the Grantee by deducting the Shares retained from the
Shares issuable upon exercise of this Option.
9. Issuance of Shares
. As promptly as is practicable after the receipt of the Exercise
Agreement, in form and substance reasonably satisfactory to counsel
for the Company, payment of the Exercise Price and satisfaction of
applicable withholding requirements, the Company will issue the
Option Shares registered in the name of the Grantee, the
Grantee’s authorized assignee or the Grantee’s legal
representative, as applicable, and will deliver certificates
representing the Option Shares with the appropriate legends affixed
thereto. The Company may reasonably postpone such issue and
delivery until it receives satisfactory proof that the issuance of
such Option Shares will not violate any of the provisions of the
Securities Act or the Exchange Act, any rules or
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regulations of the Securities and
Exchange Commission (“ SEC ”) promulgated
thereunder, or the requirements of applicable state or foreign law
relating to authorization, issuance or sale of securities, or until
there has been compliance with the provisions of such acts or
rules. The Grantee understands that the Company is under no
obligation to register or qualify the Option Shares with the SEC,
any state securities commission or any stock exchange to effect
such compliance.
10. Lock-Up Agreement;
Legends and Trading Policies . The Grantee agrees that, if
requested by the Company in connection with an initial public
offering, the Grantee will not sell, offer for sale, or otherwise
dispose of the Option Shares for such period of time as is
determined by the Board, provided that at least a majority of the
Company’s directors and officers who hold Shares at such time
are similarly bound. The Company may affix to certificates
representing Shares issued pursuant to this Agreement any legend
that the Committee determines to be necessary or advisable
(including to reflect any restrictions to which the Grantee may be
subject under a separate agreement with the Company and its
Affiliates.). The Company may advise the transfer agent to place a
stop order against any legended Shares. To the extent applicable,
the Grantee agrees that he or she will not sell, transfer by any
means or otherwise dispose of the Option Shares acquired by him
except in accordance with Company’s insider trading policy
regarding the sale and disposition of securities owned by employees
and/or directors of the Company.
11. Non-Transferability of
Option . Except as otherwise may be provided by the Committee,
this Option may not be transferred in any manner other than by
will, by the laws of descent and distribution, or subject to the
prior written consent of the Committee (a) by instruments to
an inter vivos or testamentary trust in which the Option is passed
to beneficiaries upon the death of the Grantee or (b) by gift
to Immediate Family, which will include for purposes of this
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