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Exhibit
10.1
INTERACTIVE DATA
CORPORATION
2000 LONG-TERM INCENTIVE
PLAN
2007 Restricted Stock Unit
Award Agreement
(Executive Level
Grant)
This award agreement (the
“ Agreement ”) represents an equity award
grant made on July 17, 2007 (the “ Grant
Date ”), by Interactive Data Corporation, a Delaware
corporation (the “ Company to
(the “ Participant ”). This Agreement is
subject to the provisions of the Company’s 2000 Long-Term
Incentive Plan (the “ Plan ”), a copy of
which is furnished to the Participant with this
Agreement.
We collectively refer to the
Plan, this Agreement and the International Supplement referred to
in Section 11(i) as the “ Plan Documents
”. Capitalized terms appearing herein and not otherwise
defined shall have the meanings ascribed to them in Section 3
of this Agreement or in the Plan, as applicable.
| 1. |
Number of Restricted Stock Units Granted . |
The Company hereby grants to
the Participant, subject to the terms and conditions set forth in
this Agreement and the Plan,
Restricted Stock Units of the Company (the “
Units ”). Each Unit represents the right to
receive one share of the Company’s Common Stock (“
Stock ”) under the terms and conditions set
forth in the Plan and this Agreement. The Participant agrees that
the Units shall be subject to the restrictions on transfer set
forth in Section 5 of this Agreement.
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(a) |
Vesting Schedule . The Units will vest (becoming “
Vested Units ”) on the earliest of the following dates
(the “ Vesting Dates ”): |
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(i) |
100% on July 17, 2010, the third anniversary of the Grant
Date; |
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(ii) |
100% on the date of the Participant’s death; |
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(iii) |
100% upon the Participant’s Job Elimination,
provided that the Participant signs an agreement and release
satisfactory to the Company; |
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(iv) |
100% upon the termination of the Participant’s employment
with the Company and its subsidiaries (the “ Company
Group ”) within one (1) year following a Change
in Control (x) by the Company Group for any reason other than
for Cause or (y) by the Participant for Good Reason;
or |
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(v) |
100% immediately prior to a Change in Control if, in connection
with the Change in Control, the Stock will no longer be listed on a
recognized national securities exchange. |
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(b) |
Continuous Relationship Required . Notwithstanding
anything set forth in this Agreement, a Unit will not vest pursuant
to Section 2(a) unless, on the applicable Vesting Date, the
Participant is, and has been at all times since the Grant Date, a
director, officer or employee of the Company Group. |
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(c) |
Cancellation upon Termination of Employment for Cause .
If the Participant’s employment or service with the Company
is terminated for Cause, all Units (including all Vested Units that
have not yet been settled pursuant to Section 6) will be
automatically and immediately cancelled. |
| 3. |
Defined Terms . For purposes of this Agreement the
following terms shall have the meanings ascribed below. |
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(a) |
Cause . “ Cause ” shall mean
(i) the Participant’s material breach of any term of any
agreement with the Company Group, including without limitation any
violation of any confidentiality and/or non-competition agreements;
(ii) the Participant’s conviction for any act of fraud,
theft, criminal dishonesty, or any felony; (iii) the
Participant’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
Participant’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
Participant from the Company Group, to perform his or her
reasonably assigned material responsibilities to the Company Group.
For purposes of (iv), no act or failure to act by the Participant
shall be considered “willful” unless it is done, or
omitted to be done, in bad faith and without reasonable belief that
the Participant’s action or omission was in the best
interests of the Company Group. |
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(b) |
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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(i) |
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 (i), 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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(ii) |
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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(iii) |
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 Participant if the Participant is part of a
purchasing group that consummates the Change in Control
transaction. The Participant shall be deemed “part of a
purchasing group” for purposes of the preceding sentence if
the Participant 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).
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(c) |
Good Reason . “ Good Reason ”
shall mean any (i) material diminution in the
Participant’s, authority, duties, or responsibilities or
(ii) diminution in the Participant’s annual base cash
compensation of more than 10%; provided , however ,
that the Participant 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. |
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(d) |
Job
Elimination . “ Job Elimination ”
shall mean termination of the Participant’s employment with
the Company Group as a result of a reduction in force,
job
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elimination, redundancy or
similar event pursuant to which the Participant is eligible for
benefits under the Company Group’s severance policy, program
or practice applicable to the Participant.
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| 4. |
Shareholder Rights; Dividend Equivalent Rights
. |
The Participant shall have no
rights as a shareholder of the Company with respect to the Units
prior to settlement in accordance with Section 6. With respect
to declared dividends, if any, with record dates that occur prior
to the settlement of any Units, the Participant will be credited
with additional Units having a value equal to that which the
Participant would have been entitled if the Participant’s
unsettled Units had been actual shares of Stock, based on the Fair
Market Value of a share of Stock on the applicable dividend payment
date rounded down to the nearest whole Unit. Any such additional
Units shall be considered Units under this Agreement and shall also
be credited with additional Units to the extent dividends, if any,
are declared, and shall be subject to all of the terms and
conditions of the Plan Documents. Upon cancellation of the
underlying Units, all additional Units credited as dividend
equivalents pursuant to this Section 4 shall also be
cancelled.
| 5. |
Restrictions on Transfer . |
The Participant shall not,
whether voluntarily or involuntarily, sell, assign, transfer,
pledge, hypothecate or otherwise dispose of, by operation of law or
otherwise, (collectively “ transfer ”)
any Units, or any interest therein, except as provided in the Plan
or by will or the laws of descent and distribution. Any transfer of
the Participant’s Units made, or any attachment, execution,
garnishment, or lien issued against or placed upon Units, other
than as so permitted, shall be void.
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(a) |
Scheduled Settlement Date . Subject to Sections 6(b),
(c) and (d) below, each Vested Unit will be settled by
the delivery of one (1) share of Stock to the Participant (or
in the event of the Participant’s death, to the
Participant’s estate or designated beneficiary) within ninety
(90) days following July 17, 2010, or as soon as is
administratively practicable thereafter, but in no event later than
March 15, 2011. |
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(b) |
Automatic Settlement of Vested Units upon a Termination of
Employment . Subject to Section 6(d), upon a termination
of the Participant’s employment with the Company Group for
any reason other than Cause, each Vested Unit that has not yet been
settled pursuant to Sections 6(a) or (c) will be settled by
delivery of one (1) share of Stock to the Participant (or in
the event of the Participant’s death, to the
Participant’s estate or designated beneficiary) within 90
days following the Participant’s date of termination, or as
soon as is administratively practicable thereafter; provided,
however, that in no event shall settlement occur later than
March 15th of the year immediately following the year in which
the Participant’s employment with the Company Group
terminates. |
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(c) |
Automatic Settlement of Vested Units Upon a Cessation of
Public Trading following a Change in Control . If, in
connection with a Change in Control the Stock will no
longe |
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