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MF Global Ltd. Amended and Restated 2007 Long Term Incentive Plan Form of Share Option Award Agreement

Option Agreement

MF Global Ltd. Amended and Restated 2007 Long Term Incentive Plan Form of Share Option Award Agreement | Document Parties: MF GLOBAL LTD. | Employee and MF Global Ltd You are currently viewing:
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MF GLOBAL LTD. | Employee and MF Global Ltd

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Title: MF Global Ltd. Amended and Restated 2007 Long Term Incentive Plan Form of Share Option Award Agreement
Governing Law: New York     Date: 8/7/2009
Industry: Investment Services     Sector: Financial

MF Global Ltd. Amended and Restated 2007 Long Term Incentive Plan Form of Share Option Award Agreement, Parties: mf global ltd. , employee and mf global ltd
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Exhibit 10.3

MF Global Ltd.

Amended and Restated 2007 Long Term Incentive Plan

Form of Share Option Award Agreement

Parties: Employee and MF Global Ltd.

Subject of Agreement: Share Options

Key Terms:

 

 

Normal vesting in equal installments on the 1 st , 2 nd and 3 rd anniversary of the grant date

 

 

Exercise price equal to the closing price of a share on the grant date

 

 

Option term expires 7 years after the grant date

 

 

Exercisable by cash, check, or where permitted, delivery of already-owned shares, broker-facilitated “cashless exercise”

 

 

Effect of Termination of Employment/Change in Control

 

•        Death/Disability:

  

Full vesting

  

1 year to exercise

•        For Cause:

  

Forfeit all options

  

N/A

•        Redundancy:

  

Pro-rata vesting (rounded up to one year for terminations in the first year)

  

1 year to exercise

•        Mutually Agreed Termination or Resignation:

  

Forfeit all unvested options

  

90 days to exercise

•        Retirement:

  

Default is forfeit all unvested options, but if retirement is with 10 years of service Committee may provide for pro-rata vesting (rounded up to one year for retirements in the first year)

  

5 years to exercise

•        Change in Control:

  

Full vesting

  

N/A

 

 

Subject to payment of exercise price, withholding taxes, securities law and any consents requested by the company; not transferable unless Committee so provides; mandatory arbitration

 

 

Forfeiture of vested and unvested options may occur upon breach of confidentiality, non-solicitation and non-competition


3-Year Pro-Rata Vesting

MF GLOBAL LTD.

AMENDED AND RESTATED

2007 LONG TERM INCENTIVE PLAN

SHARE OPTION AWARD AGREEMENT

This Agreement (this “ 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. Amended and Restated 2007 Long Term Incentive Plan (the “ Plan ”), of an option (this “ Option ”) to purchase common shares of the Company, par value U.S. $1.00 per share (the “ Shares ”), on the terms and conditions set forth herein.

1. The Plan . This Award is made pursuant to the Plan, a copy of which has been made available 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 and any Annex that are not defined in this Agreement or such Annex 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 Subsidiary or Affiliate), the right and option to purchase, subject to the terms, conditions and provisions of this Agreement and the Plan, 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 ”). No part of this Option is intended to be an Incentive Share Option.

Name of Grantee : [Employee Name]

Grant Date : [ ]

Number of Shares : [ ]

Option Price : $[ ]

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 AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY FORFEITURE PROVISIONS SET FORTH IN

SECTION 15 OR ANY ANNEX TO THIS AGREEMENT (WHERE APPLICABLE), THE DATA PRIVACY CONSENT SET FORTH IN SECTION 19 , THE ARBITRATION AND CHOICE OF FORUM PROVISIONS SET FORTH IN SECTION 20 , THE ELECTRONIC DELIVERY CONSENT SET FORTH IN SECTION 21 AND THE ACCEPTANCE PROVISIONS SET FORTH IN SECTION 22 .

3. Vesting . Except as otherwise provided in Sections 5, 6, and 22 or the terms of any employment or similar agreement between the Grantee and the Company (or any Subsidiary or Affiliate), 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. Except as otherwise provided in Sections 5 and 6 or the terms of any employment or similar agreement between the Grantee and the Company (or any Subsidiary or Affiliate), there will be no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting will occur only on the appropriate Vesting Date.

4. Term of Option . This Option will expire at 5:00 p.m. (Eastern Time) on the seventh 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 Sections 5 or 6 of this Agreement. Upon expiration of this Option, this Option will automatically be forfeited and canceled by the Company and will immediately cease to be exercisable.

5. Termination of Employment . Subject to the terms of any employment or similar agreement between the Grantee and the Company (or any Subsidiary or Affiliate) or as determined by the Committee, if the Grantee’s employment with the Company and its Subsidiaries and Affiliates terminates for any reason prior to the final Vesting Date, to the extent this Option has not yet vested in accordance with Sections 3 and 6 , 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 any portion of this Option has previously vested on or prior to the date the Grantee’s employment terminates, that portion of this 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 this Option will automatically be forfeited in full and cancelled by the Company and any portion of this 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 Subsidiary or Affiliate), or any material violation of the Company’s (or any Subsidiary’s or Affiliate’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 any Subsidiary or Affiliate); 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 or similar agreement between the Grantee and the Company (or any Subsidiary or Affiliate), 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, this Option will immediately vest in full as of the date of such termination and to the extent that this Option is vested on the date of such termination (after giving effect to the accelerated vesting provided for in this Section 5(b)) , this Option may be exercised by the Grantee (or the Grantee’s estate or guardian, as the case may be) no later than one year after the date of such

 

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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 or similar agreement between the Grantee and the Company (or any Subsidiary or Affiliate), that definition will apply in 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 Committee may in its sole discretion provide that this 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, this Option will be vested in respect of the aggregate number of Option Shares initially subject to this Option (taking into account any portion of this Option which has previously vested and/or been exercised) 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 date of the Grantee’s termination of employment, and the denominator of which is 1,095 (the “ Pro-Rata Portion ”), and this Option in respect of the remainder of the Option Shares will be forfeited. To the extent that this 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)) , this Option may be exercised by the Grantee no later than five 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) 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), subject to the Grantee’s delivering to the Company and not revoking a general release of all claims in such form and substance satisfactory to the Company within 55 days following the date of such termination, this Option will vest in respect of the Pro-Rata Portion of Option Shares as of the date of the Grantee’s termination of employment, and the remainder of this Option will be forfeited. To the extent that this 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 Section 5(d)) , this Option may be exercised by the Grantee no later than one year 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.

 

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6. Change in Control . Notwithstanding any other provision of this Agreement or the Plan, upon a Change in Control, this 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 (or its designee) 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 Option Shares being purchased. If someone other than the Grantee exercises this Option, then such person must submit documentation reasonably


 
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