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Exhibit
10.19
MSCI
EQUITY INCENTIVE
COMPENSATION PLAN
2007 FOUNDERS GRANT AWARD
CERTIFICATE
FOR STOCK
OPTIONS
TABLE OF
CONTENTS
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P AGE |
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S ECTION
1.
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S TOCK O
PTIONS G ENERALLY .
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2 |
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S ECTION
2.
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V ESTING S
CHEDULE ; F AILURE TO
C OMPLY WITH R
ESTRICTIVE C OVENANTS
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S ECTION
3.
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E XPIRATION D
ATE .
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2 |
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S ECTION
4.
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E XERCISE
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S ECTION
5.
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D EATH
AND D ISABILITY .
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S ECTION
6.
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I NVOLUNTARY T
ERMINATION BY THE C
OMPANY .
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3 |
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S ECTION
7.
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G OVERNMENTAL S
ERVICE T ERMINATION .
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3 |
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S ECTION
8.
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C HANGE
IN C ONTROL AND Q
UALIFYING T ERMINATION
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4 |
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S ECTION
9.
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T ERMINATION
OF E MPLOYMENT AND C
ANCELLATION OF A WARDS
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4 |
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S ECTION
10.
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T AX
AND O THER W
ITHHOLDING O BLIGATIONS
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4 |
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S ECTION
11.
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S ATISFACTION
OF O BLIGATIONS .
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4 |
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S ECTION
12.
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N ONTRANSFERABILITY
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5 |
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S ECTION
13.
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D ESIGNATION
OF A B ENEFICIARY
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5 |
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S ECTION
14.
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O WNERSHIP
AND P OSSESSION .
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S ECTION
15.
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S ECURITIES L
AW C OMPLIANCE M
ATTERS .
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S ECTION
16.
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C OMPLIANCE
WITH L AWS AND R
EGULATION .
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6 |
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S ECTION
17.
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N O E
NTITLEMENTS .
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S ECTION
18.
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C ONSENTS
UNDER L OCAL L AW
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S ECTION
19.
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A WARD M
ODIFICATION .
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S ECTION
20.
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S EVERABILITY
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21.
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S UCCESSORS
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S ECTION
22.
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G OVERNING L
AW .
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8 |
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S ECTION
23.
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D EFINED T
ERMS .
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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.
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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.
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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
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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.
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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
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