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MSCI EQUITY INCENTIVE COMPENSATION PLAN 2007 FOUNDERS GRANT AWARD CERTIFICATE FOR STOCK OPTIONS TABLE OF CONTENTS TABLE OF CONTENTS

Option Agreement

MSCI EQUITY INCENTIVE COMPENSATION PLAN 2007 FOUNDERS GRANT AWARD CERTIFICATE FOR STOCK OPTIONS TABLE OF CONTENTS TABLE OF CONTENTS | Document Parties: MSCI INC. You are currently viewing:
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MSCI INC.

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Title: MSCI EQUITY INCENTIVE COMPENSATION PLAN 2007 FOUNDERS GRANT AWARD CERTIFICATE FOR STOCK OPTIONS TABLE OF CONTENTS TABLE OF CONTENTS
Governing Law: New York     Date: 2/28/2008

MSCI EQUITY INCENTIVE COMPENSATION PLAN 2007 FOUNDERS GRANT AWARD CERTIFICATE FOR STOCK OPTIONS TABLE OF CONTENTS TABLE OF CONTENTS, Parties: msci inc.
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Exhibit 10.19

MSCI

EQUITY INCENTIVE COMPENSATION PLAN

2007 FOUNDERS GRANT AWARD CERTIFICATE

FOR STOCK OPTIONS

 


TABLE OF CONTENTS

 

          P AGE

S ECTION  1.

  

S TOCK O PTIONS G ENERALLY .

   2

S ECTION  2.

  

V ESTING S CHEDULE ; F AILURE TO C OMPLY WITH R ESTRICTIVE C OVENANTS .

   2

S ECTION  3.

  

E XPIRATION D ATE .

   2

S ECTION  4.

  

E XERCISE .

   2

S ECTION  5.

  

D EATH AND D ISABILITY .

   3

S ECTION  6.

  

I NVOLUNTARY T ERMINATION BY THE C OMPANY .

   3

S ECTION  7.

  

G OVERNMENTAL S ERVICE T ERMINATION .

   3

S ECTION  8.

  

C HANGE IN C ONTROL AND Q UALIFYING T ERMINATION .

   4

S ECTION  9.

  

T ERMINATION OF E MPLOYMENT AND C ANCELLATION OF A WARDS .

   4

S ECTION  10.

  

T AX AND O THER W ITHHOLDING O BLIGATIONS .

   4

S ECTION  11.

  

S ATISFACTION OF O BLIGATIONS .

   4

S ECTION  12.

  

N ONTRANSFERABILITY .

   5

S ECTION  13.

  

D ESIGNATION OF A B ENEFICIARY .

   5

S ECTION  14.

  

O WNERSHIP AND P OSSESSION .

   6

S ECTION  15.

  

S ECURITIES L AW C OMPLIANCE M ATTERS .

   6

S ECTION  16.

  

C OMPLIANCE WITH L AWS AND R EGULATION .

   6

S ECTION  17.

  

N O E NTITLEMENTS .

   6

S ECTION  18.

  

C ONSENTS UNDER L OCAL L AW .

   7

S ECTION  19.

  

A WARD M ODIFICATION .

   7

S ECTION  20.

  

S EVERABILITY .

   8

S ECTION  21.

  

S UCCESSORS .

   8

S ECTION  22.

  

G OVERNING L AW .

   8

S ECTION  23.

  

D EFINED T ERMS .

   8

 


MSCI 2007 FOUNDERS GRANT AWARD CERTIFICATE

FOR STOCK OPTIONS

MSCI has awarded you stock options as an incentive for you to continue to remain in Employment and provide services to the Company, from the Date of the Award through the Scheduled Vesting Dates, as provided in this Award Certificate. This Award Certificate sets forth the general terms and conditions of your 2007 Founders Grant stock option award.

The number of stock options in your award has been communicated to you separately in a term sheet delivered to you. If you are employed outside the United States, you will also receive an “International Supplement” that contains supplemental terms and conditions for your 2007 Founders Grant stock option award. This Award Certificate should be read in conjunction with the International Supplement, if applicable, in order for you to understand the terms and conditions of your stock option award.

Your stock option award is made pursuant to the Plan. References to “stock options” in this Award Certificate mean only those stock options included in your 2007 Founders Grant stock option award, and the terms and conditions herein apply only to such award. If you receive any other award under the Plan or another equity compensation plan, it will be governed by the terms and conditions of the applicable award documentation, which may be different from those herein.

The purpose of the Founders Grant stock option award is, among other things, to align your interests with the interests of the Company and to reward you for your continued Employment and service to the Company in the future. In view of these purposes, you will earn each portion of your 2007 Founders Grant stock option award only if you remain in continuous Employment through the applicable Scheduled Vesting Date.

Section 409A of the Internal Revenue Code imposes rules relating to the taxation of deferred compensation, including your 2007 Founders Grant stock option award. The Company reserves the right to modify the terms of your 2007 Founders Grant stock option award, including, without limitation, the payment provisions applicable to your stock options, to the extent necessary or advisable to comply with Section 409A of the Internal Revenue Code.

Capitalized terms used in this Award Certificate that are not defined in the text have the meanings set forth in Section 23 below. Capitalized terms used in this Award Certificate that are not defined in the text or in Section 23 below have the meanings set forth in the MSCI Equity Incentive Compensation Plan (the “Plan” ).

 


Section 1. Stock Options Generally.

Each of your stock options gives you the right to purchase one share of MSCI class A common stock at the purchase price set forth in the term sheet.

Section 2. Vesting Schedule; Failure to Comply with Restrictive Covenants.

(a) Vesting Schedule. Your stock options will vest according to the following schedule: (i) 50% of your stock options will vest on the First Scheduled Vesting Date, (ii) 25% of your stock options will vest on the Second Scheduled Vesting Date and (iii) the remaining 25% of your stock options will vest on the Third Scheduled Vesting Date. Your stock options will become exercisable upon vesting. Any fractional stock options resulting from the application of the vesting schedule will be aggregated and will vest on the First Scheduled Vesting Date. Except as otherwise provided in this Award Certificate, each portion of your stock options will vest only if you continue to serve the Company by remaining in continuous Employment through the applicable Scheduled Vesting Date. The special vesting terms set forth in Sections 5, 6, 7 and 8 of this Award Certificate apply (i) if your Employment terminates by reason of your death or Disability, (ii) if the Company terminates your Employment in an involuntary termination under the circumstances described in Section 6, (iii) if your Employment terminates in a Governmental Service Termination or (iv) if a Change in Control occurs and your Employment terminates in a Qualifying Termination. Vested stock options are subject to any transfer restrictions and cancellation and tax withholding provisions set forth in this Award Certificate.

Section 3. Expiration Date.

Your stock options will expire on the Expiration Date, assuming your Employment continues until that date. If your Employment terminates before the Expiration Date, any of your stock options that were vested at the time of the termination of your Employment will expire on the earlier of (i) 90 days following your termination and (ii) the Expiration Date. Special exercisability periods and cancellation provisions apply if your Employment terminates under certain circumstances. See Sections 5, 6, 7, 8 and 9 below for details.

Section 4. Exercise.

When you exercise your stock options, you may pay the exercise price in the following ways: (a) in cash; (b) in shares of MSCI class A common stock; or (c) in a combination of cash and shares. Any shares that you tender to pay the exercise price will be valued at their fair market value on the exercise date, using a valuation methodology established by MSCI. MSCI may also allow you to make a “cashless” exercise of stock options (in which the payment of the exercise price is funded by a sale of shares by a broker) or to exercise your stock options through a net-share settlement.

 

2

 


MSCI may implement policies and procedures regarding the availability of any of the foregoing exercise methods or to facilitate cashless exercises. Your exercise and payment must conform to the policies and procedures that MSCI implements from time to time.

Your stock options are considered to be exercised in the order in which they vested.

Section 5. Death and Disability.

The following special vesting and exercisability terms apply to your stock options:

(a) Termination of Employment due to Death. If your Employment terminates due to your death, all of your unvested stock options will vest on the date your Employment terminates. Your stock options will remain exercisable until the Expiration Date and your beneficiary or the legal representative of your estate, as applicable, may exercise such stock options during this period.

(b) Death after Termination of Employment. If you die after the termination of your Employment, the beneficiary you have designated pursuant to Section 13 or the legal representative of your estate, as applicable, may exercise any vested stock options that you held at the time of your death to the extent and for the period that you would have been permitted to exercise your stock options at the time of your death.

(c) Termination of Employment due to Disability. If your Employment terminates due to Disability, all of your unvested stock options will vest on the date your Employment terminates and remain exercisable until the Expiration Date.

Section 6. Involuntary Termination by the Company.

If the Company terminates your employment under circumstances not involving Cause, your unvested stock options will vest on the date your employment with the Company terminates; provided that you sign an agreement and release satisfactory to the Company. Your stock options will remain exercisable until the later of (i) 90 days after the Third Scheduled Vesting Date and (ii) 90 days after the date your Employment with the Company terminates, but in no event after the Expiration Date.

Section 7. Governmental Service Termination.

If your Employment terminates in a Governmental Service Termination, then all of your unvested stock options will vest on the date of your Governmental Service Termination and will remain exercisable until the earlier of (i) 90 days following your termination and (ii) the Expiration Date.

 

3

 


Section 8. Change in Control and Qualifying Termination.

In the event of a Change in Control and the termination of your employment due to a Qualifying Termination, all stock options shall automatically vest and will remain exercisable until the Expiration Date.

Section 9. Termination of Employment and Cancellation of Awards.

(a) Cancellation of Unvested Awards. Your unvested stock options will be canceled and forfeited in full if your Employment terminates for any reason other than under the circumstances set forth in this Award Certificate for death, Disability, Governmental Service Termination, an involuntary termination by the Company described in Section 6 or a Qualifying Termination following a Change in Control.

(b) General Treatment of Vested Awards. Except as otherwise provided in this Award Certificate, you may continue to exercise any stock options that were vested at the time of the termination of your Employment for 90 days following the termination of your Employment (but not later than the Expiration Date).

Section 10. Tax and Other Withholding Obligations.

Pursuant to rules and procedures that MSCI establishes (including those in Section 11), you may elect to satisfy the tax or other withholding obligations arising upon exercise of your stock options by having MSCI withhold shares of MSCI class A common stock or by tendering shares of MSCI class A common stock, in each case in an amount sufficient to satisfy the tax or other withholding obligations. Shares withheld or tendered will be valued using the fair market value of MSCI class A common stock on the later of (i) the date your stock options are exercised or (ii) the date the shares of MSCI class A common stock are delivered, using a valuation methodology established by MSCI.

In order to comply with applicable accounting standards or the Company’s policies in effect from time to time, MSCI may limit the amount of shares that you may have withheld or that you may tender.

Section 11. Satisfaction of Obligations.

Notwithstanding any other provision of this Award Certificate, MSCI may, in its sole discretion, take various actions affecting your stock options in order to collect amounts sufficient to satisfy any obligation that you owe to the Company and any tax or other withholding obligations. These actions include the following:

(a) In connection with the exercise of your stock options, MSCI may withhold a number of shares sufficient to satisfy any obligation that you owe to the Company and any tax or other withholding obligations. The Company shall

 

4

 


determine the number of shares to be withheld by dividing the dollar value of your obligation to the Company and any tax or other withholding obligations by the fair market value of MSCI class A common stock on the date of exercise, or, if later, on the date the shares of MSCI class A common stock are delivered.

(b) MSCI may, at any time, cancel any of your unexercised stock options in a quantity sufficient to satisfy any obligation that you owe to the Company and any tax or other withholding obligations. Any canceled stock options will be considered to have a value equal to the difference between the fair market value of the underlying shares of MSCI class A common stock, determined on the date of cancellation, and the exercise price. Such amount, less any applicable withholding taxes, will be credited against your obligation.

MSCI’s determination of the amount that you owe the Company shall be conclusive. The fair market value of MSCI class A common stock for purposes of the foregoing provisions shall be determined using a valuation methodology established by MSCI.

Section 12. Nontransferability.

You may not sell, pledge, hypothecate, assign or otherwise transfer your stock options, other than as provided in Section 13 (which allows you to designate a beneficiary or beneficiaries in the event of your death) or by will or the laws of descent and distribution or as otherwise provided for by the Committee. This prohibition includes any assignment or other transfer that purports to occur by operation of law or otherwise. During your lifetime, stock options may be exercised only by you.

Your personal representatives, heirs, legatees, beneficiaries, successors and assigns, and those of MSCI, shall all be bound by, and shall benefit from, the terms and conditions of your award.

Section 13. Designation of a Beneficiary.

You may make a written designation of beneficiary or beneficiaries to receive all or part of the shares to be paid under this Award Certificate in the event of your death or, following your death, to exercise any stock options that have become exercisable and have not expired or been canceled. To make a beneficiary designation, you must complete and file the form attached hereto as Appendix A with the Company’s Human Resources Department.

Any shares that become payable upon your death, and as to which a designation of beneficiary is not in effect, will be distributed to your estate. Any stock options that remain exercisable following your death, and as to which a designation of a beneficiary is not in effect, will be exercisable by the legal representative of your estate.

 

5

 


You may replace or revoke your beneficiary designation at any time. If there is any question as to the legal right of any beneficiary to receive shares or exercise stock options under this award, MSCI may determine in its sole discretion to deliver the shares in question to your estate or to allow the representative of your estate to exercise the stock options in question. MSCI’s determination shall be binding and conclusive on all persons and it will have no further liability to anyone with respect to such stock options.

Section 14. Ownership and Possession.

(a) Generally. You will not have any rights as a stockholder in the shares of MSCI class A common stock subject to your stock options until such shares are delivered to you following the exercise of your stock options. Delivery of shares to you will be effected by entry of your name in the share register of MSCI or by such other procedure as may be authorized by MSCI.

(b) Following Exercise. Subject to Section 9, following exercise of your stock options you will be the beneficial owner of the Option S


 
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