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Exhibit
10.2
INTERACTIVE DATA
CORPORATION
2000 LONG-TERM INCENTIVE
PLAN 2007
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 or Retirement, (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.
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
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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:
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(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 ”); |
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(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: |
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(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 |
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(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 |
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(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 the related
Grant Summary and all of its rights and obligations thereunder to
the acquiring or surviving entity, such entity shall assume in
writing all of the obligations of the Company relative to the
Option, and the Company (in the event and so long as it remains in
business
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