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Exhibit
10.15
INTERACTIVE DATA
CORPORATION
2000 LONG-TERM INCENTIVE
PLAN
Amended and Restated 2006
Restricted Stock Unit Award Agreement
(Executive Level
Grant)
AMENDED AND RESTATED
AGREEMENT made as of the ____ day of _______ 2007, between
Interactive Data Corporation, a Delaware corporation (the “
Company ”) and ________________________ (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.
WHEREAS, on _______, 2006
(the “ Grant Date ”), the Company
provided the Participant with an award agreement (the “
Original Agreement ”) pursuant to which the
Participant was awarded Restricted Stock Units (“
Units ”).
WHEREAS, in accordance with
Section 11(l) of the Original Agreement, the Company may, in
its sole discretion and, without the Participant’s consent,
amend the terms of the Original Agreement in order to ensure that
it complies with Section 409A of the Code and the regulations
and guidance promulgated thereunder (“ Section
409A ”).
NOW, THEREFORE, for valuable
consideration, receipt of which is acknowledged, the Original
Agreement is hereby restated, superseded and replaced in its
entirety by this Agreement, as follows:
1. Number of Restricted Stock Units
Granted .
On the Grant Date, the
Company granted to the Participant, subject to the terms and
conditions set forth in this Agreement and in the Plan, ______
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.
2. Vesting .
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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, 2009, 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)
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100% upon a
Participant’s Job Elimination, provided that
(x) the Participant signs an agreement and release
satisfactory to the Company (the “ Release
”) and (y) the Release becomes effective and irrevocable
in its entirety prior to March 15 th of the year following the year in which
the termination occurs;
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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(a)) 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
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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
(“ 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 the condition. |
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(d) |
Job Elimination . “ Job Elimination
” shall mean an involuntary termination of the
Participant’s employment with the Company Group as a result
of a reduction in force, job 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. |
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.
6. Settlement of Units
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(a) |
Scheduled Settlement Date . Subject to Sections 6(b),
(d) and (e) 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
seventy-five (75) days following July 17, 2008, but in no
event later than March 15, 2010. |
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(b) |
Automatic
Settlement of Vested Units upon a Termination of Employment .
Subject to Section 6(e), upon a termination of the
Participant’
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