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:
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Normal vesting in equal
installments on the 1 st ,
2 nd
and 3 rd anniversary of the grant date
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Exercise price equal to the
closing price of a share on the grant date
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Option term expires 7 years after
the grant date
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Exercisable by cash, check, or
where permitted, delivery of already-owned shares,
broker-facilitated “cashless exercise”
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Effect of Termination of
Employment/Change in Control
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• Death/Disability:
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Full
vesting
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1 year to
exercise
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• For
Cause:
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Forfeit all
options
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N/A
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• Redundancy:
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Pro-rata
vesting (rounded up to one year for terminations in the first
year)
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1 year to
exercise
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• Mutually
Agreed Termination or Resignation:
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Forfeit all
unvested options
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90 days to
exercise
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• Retirement:
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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)
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5 years to
exercise
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• Change
in Control:
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Full
vesting
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N/A
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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
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Forfeiture of vested and unvested
options may occur upon breach of confidentiality, non-solicitation
and non-competition
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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