EXHIBIT 10.21
Interactive Data Corporation
2000 Long-Term Incentive Plan
DEFERRED STOCK UNIT AWARD AGREEMENT
(EXECUTIVE LEVEL GRANT)
AGREEMENT made as of the ____ day of _____________, 200_ (the "Grant
Date"), 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.
Capitalized terms appearing herein and not otherwise defined shall have the
meanings ascribed to them in the Plan.
For valuable consideration, receipt of which is acknowledged, the
parties hereto agree as follows:
1. Number of Deferred Stock Units Granted.
The Company shall grant to the Participant, subject to the terms and
conditions set forth in this Agreement and in the Plan, ______ Deferred Stock
Units of the Company (the "Units"), representing the right to receive Shares 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.
(a) Vesting Schedule. The Units will vest (becoming "Vested Units")
on the earliest of the following dates (the "Vesting Dates"):
(i) 100% on [window period date if possible], 200__, the
third anniversary of the Grant Date, if the Participant
is a director, officer, or employee of the Company, its
Parent or a Subsidiary (an "Eligible Participant") on
that date;
(ii) a pro-rata percentage of the Units (based on completed
months of service), on the date of the Participant's
death;
(iii) 100% immediately upon the termination of the
Participant's employment if the Participant's employment
is terminated within one (1) year following a Change in
Control (as defined in Section 3) (x) by the Company
(other than for Cause) or (y) by the Participant for
Good Reason; or
(iv) Provided the Participant is then an Eligible
Participant, 100% immediately prior to a Change in
Control
if, in connection with the Change in Control the shares
of Stock will no longer be listed on a recognized
national securities exchange.
(b) Cause. For purposes of this Agreement, "Cause" shall mean (i)
the Participant's material breach of any term of any agreement
with the Company, including without limitation any violation of
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; 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, to perform
his or her reasonably assigned material responsibilities to the
Company. 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.
(c) Good Reason. For purposes of this Agreement, "Good Reason" shall
mean any significant diminution in the Participant's title,
authority, or responsibilities or any reduction in the annual
base cash compensation of more than 10%.
(d) Continuous Relationship with the Company Required. A Unit will
not vest unless, at the time of vesting, the Participant is, and
has been at all times since the Grant Date, an Eligible
Participant.
3. Change in Control
For purposes of this Agreement, Change in Control shall mean the
occurrence of any of the following events at any time after the Grant
Date:
(a) 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 (a), 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 ▇▇▇▇▇▇▇ plc ("Pearson");
(b) 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
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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:
(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
(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
(c) 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).
4. Dividend Equivalent Rights.
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. Any such additional Units shall be considered Units under
this Agreement and shall also be credited with additional Units as dividends, if
any, are declared, and shall be subject to the same restrictions and conditions
as Units with respect to which they were credited.
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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. 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 Deferred Stock Units
(a) Settlement Election Date. Each Vested Unit will be settled by
the delivery of one (1) share of Stock to the Participant as
soon as administratively practicable following the date on which
the Units have become Vested Units under Section 2(a) or, if
applicable, the date the Participant has elected on the attached
Deferred Settlement Election Form (any such date, the "Deferred
Settlement Election Date"). The Participant may change the
Deferred Settlement Election Date one time only, and only to a
later date, as provided in the Deferred Settlement Election
Form.
(b) Automatic Settlement of Vested Units.
(i) Termination other than for Cause. Notwithstanding
Section 6(a), if the Participant's employment or service
with the Company is terminated for any reason other than
for Cause, all Units that are Vested Units on the date
of such termination will be automatically settled by
delivery of shares of Stock to the Participant or in the
event of the Participant's death, to the Participant's
designated beneficiary, as soon as administratively
practicable following such termination date.
(ii) Cessation of Public Trading. If there is an event
described in Section 2(a)(iv) of this Agreement that
causes all outstanding Units to vest, all Units will be
automatically settled by delivery of shares of Stock
immediately before such event.
(c) Forfeiture of Units.
(i) Termination for Cause. If the Participant's employment
or service with the Company is terminated for Cause, all
Units (including all unsettled Vested Units) will be
automatically and immediately forfeited.
(ii) Not an Eligible Participant. Except as otherwise
provided in this Agreement, all Units that are not
Vested Units on the date that the Participant ceases to
be an Eligible Participant will be automatically and
immediately forfeited.
7. Withholding Taxes.
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The Participant shall pay to the Company, or make provision satisfactory
to the Committee for payment of, any taxes required by law to be withheld or
paid in connection with the Participant's Units no later than the date of the
event creating the tax liability. Except as the otherwise provided in this
Agreement, when the Stock is registered under the Exchange Act, the Participant
may, with the Committee's agreement, satisfy such tax obligations in whole or in
part by delivery of shares of Stock, including shares retained from the Units
creating the tax obligation, valued at their Fair Market Value; provided,
however, that the total tax withholding where Stock is being used to satisfy
such tax obligations cannot exceed the Company's minimum statutory withholding
obligations (based on minimum statutory withholding rates for federal and state
tax purposes, including payroll taxes, that are applicable to such supplemental
taxable income). Notwithstanding anything herein to the contrary, the
Participant's satisfaction of any such tax withholding requirements shall be a
condition precedent to the Company's obligation as may otherwise be provided
hereunder to provide Stock to the Participant.
THE PARTICIPANT HAS REVIEWED WITH THE PARTICIPANT'S OWN TAX ADVISORS THE
FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. THE PARTICIPANT IS RELYING SOLELY ON SUCH
ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF
ITS AGENTS. THE PARTICIPANT UNDERSTANDS THAT THE PARTICIPANT (AND NOT THE
COMPANY) SHALL BE RESPONSIBLE FOR THE PARTICIPANT'S OWN TAX LIABILITY THAT MAY
ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
8. Claims Procedures. If the Participant makes an election to defer
settlement of a Unit beyond the date on which the Unit becomes a Vested Unit
under Section 2(a), the following provisions shall apply:
(a) Presentation of Claim. Any Participant or designated beneficiary
of a deceased Participant (such Participant or beneficiary being
referred to below as a "Claimant") may deliver to the Committee
a written claim for a determination with respect to the amounts
distributable to such Claimant from this Agreement. If such a
claim relates to the contents of a notice received by the
Claimant, the claim must be made within 60 days after such
notice was received by the Claimant. All other claims must be
made within 180 days of the date on which the event that caused
the claim to arise occurred. The claim must state with
particularity the determination desired by the Claimant.
(b) Notification of Decision. The Committee shall consider a
Claimant's claim within a reasonable time, and shall notify the
Claimant in writing:
(i) that the Claimant's requested determination has been
made, and that the claim has been allowed in full; or
(ii) that the Committee has reached a conclusion contrary, in
whole or in part, to the Claimant's requested
determination, in which case such notice must also be
set forth in a manner calculated to be understood by the
Claimant:
1. the specific reason(s) for the denial of the
claim, or any part thereof;
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2. specific reference(s) to pertinent provisions of
the Agreement upon which such denial was based;
3. a description of any additional material or
information necessary for the Claimant to
perfect the claim, and an explanation of why
such material or information is necessary; and
4. an explanation of the claim review procedure set
forth in Section 8(c) below.
(c) Review of a Denied Claim. Within 60 days after receiving a
notice from the Committee that a claim has been denied, in whole
or in part, a Claimant (or the Claimant's duly authorized
representative) may file with the Committee a written request
for a review of the denial of the claim. Thereafter, but not
later than 30 days after the review procedure began, the
Claimant (or the Claimant's duly authorized representative):
(i) may review pertinent documents;
(ii) may submit written comments or other documents; and/or
(iii) may request a hearing, which the Committee, in its sole
discretion, may grant.
(d) Decision on Review. The Committee shall render its decision on
review promptly, and not later than 60 days after the filing of
a written request for review of the denial, unless a hearing is
held or other special circumstances require additional time, in
which case the Committee's decision must be rendered within 120
days after such date. Such decision must be written in a manner
calculated to be understood by the Claimant, and it must
contain:
(i) specific reasons for the decision;
(ii) specific reference(s) to the pertinent provisions of
this Agreement upon which the decision was based; and
(iii) such other matters as the Committee deems relevant.
(e) Legal Action. A Claimant's compliance with the foregoing
provisions of this Section 8 is a mandatory prerequisite to a
Claimant's right to commence any legal action with respect to
any claim for benefits under this Agreement.
9. Miscellaneous.
(a) Acquired Rights. This award: (i) does not form part of the
Participant's contract of employment (if any); (ii) does not
constitute a contract of employment; and (iii) does not entitle
the Participant to any benefits other than those granted under
the Plan. Benefits granted under the Plan are not part of the
Participant's ordinary
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salary, and shall not be considered part of such salary for
pension purposes or in the event of severance, redundancy or
resignation. If the Participant's employment is terminated for
any reason, the Participant agrees that he or she shall not be
entitled to any sum, shares or other benefit intended to
compensate the Participant for the loss or diminution in value
of any actual or prospective rights, benefits or expectations
under or in relation to the Plan.
(b) Restriction on Sale. Sale of Stock delivered in connection with
settlement of Units may be restricted by the Company's
Anti-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and/or Equity Interest Policy.
(c) Data Protection. To the extent reasonably necessary to
administer the Plan: (i) the Company may process personal data
about the Participant, including, but not limited to (a)
information concerning this award agreement and any changes
hereto, (b) other personal and financial data about the
Participant, and (c) information about the Participant's
participation in the Plan and shares exercised under the Plan
from time to time; and (ii) the Participant gives explicit
consent to the Company to (a) process any such personal data,
and (b) transfer any such personal data outside the country in
which the Participant lives, works or is employed, including,
without limitation, to the Company and any of its subsidiaries
and agents, including the outside stock plan administrator as
selected by the Company from time to time, and any other person
the Company may deem appropriate in its administration of the
Plan. The Participant has the right to access and correct
personal data by contacting a local Human Resources
Representative. The transfer of the information outlined here is
important to the administration of the Plan and failure to
consent to the transmission of such information may limit or
prohibit the Participant from participating in the Plan.
(d) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, and
each other provision of this Agreement shall be severable and
enforceable to the extent permitted by law.
(e) Waiver. Any provision for the benefit of the Company contained
in this Agreement may be waived, either generally or in any
particular instance, by the Committee.
(f) Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the Company and the Participant and their
respective heirs, executors, administrators, legal
representatives, successors and assigns, subject to the
restrictions on transfer set forth in Section 5 of this
Agreement.
(g) Notice. All notices required or permitted hereunder shall be in
writing and deemed effectively given upon personal delivery or
five days after deposit in the United States Post Office, by
registered or certified mail, postage prepaid, addressed to the
other party hereto at the address shown beneath his or its
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respective signature to this Agreement, or at such other address
or addresses as either party shall designate to the other in
accordance with this Section 9(e).
(h) Pronouns. Whenever the context may require, any pronouns used in
this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and
pronouns shall include the plural, and vice versa.
(i) Entire Agreement. This Agreement and the Plan constitute the
entire agreement between the parties, and supersedes all prior
agreements and understandings, relating to the subject matter of
this Agreement.
(j) Access to Plan/ Incorporation by Reference. The Participant
hereby acknowledges that he/she has access to a copy of the Plan
as presently in effect. The text and all of the terms and
provisions of the Plan, as amended from time to time, are
incorporated herein by reference, and this Agreement is subject
to such terms and provisions in all respects.
(k) Amendment. The Participant understands and accepts that the
benefits granted under the Plan are entirely at the discretion
of the Company and that the Company retains the right to amend,
modify or terminate the Plan at any time, in its sole discretion
and, except as may otherwise be provided in the Plan, without
notice; provided, however, that no such termination, amendment
or modification of the Plan may in any way adversely affect the
Participant's rights under this Agreement without the
Participant's consent. This Agreement may be amended or modified
only by a written instrument executed by both the Company and
the Participant.
(l) Governing Law. This Agreement will be subject to all applicable
laws, rules, and regulations, and to such approvals by any
governmental agencies or stock exchanges as may be required.
Subject to Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), this Agreement shall be
construed, interpreted and enforced in accordance with the
internal laws of the State of Delaware without regard to any
applicable conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
Interactive Data Corporation
By:
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Title:
Address:
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[Name of Participant]
Address:
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Interactive Data Corporation
2000 Long-Term Incentive Plan
DEFERRED STOCK UNIT AWARD AGREEMENT
(NON-EMPLOYEE DIRECTOR GRANT)
AGREEMENT made as of the ____ day of _____________, 200_ (the "Grant
Date"), between Interactive Data Corporation, a Delaware corporation (the
"Company"), and ________________________ (the "Director"). 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 Director with this Agreement.
Capitalized terms appearing herein and not otherwise defined shall have the
meanings ascribed to them in the Plan.
For valuable consideration, receipt of which is acknowledged, the
parties hereto agree as follows:
1. Number of Deferred Stock Units Granted.
The Company shall grant to the Director, subject to the terms and
conditions set forth in this Agreement and in the Plan, ______ Deferred Stock
Units of the Company (the "Units"), representing the right to receive Shares of
the Company's Common Stock ("Stock") under the terms and conditions set forth in
the Plan and this Agreement. The Director agrees that the Units shall be subject
to the restrictions on transfer set forth in Section 4 of this Agreement.
2. Vesting.
(a) Vesting Schedule. The Units will vest (becoming "Vested Units")
on the earliest of the following dates (the "Vesting Dates"):
(i) 100% on [window period date if possible], 200__, the
third anniversary of the Grant Date if the Director is a
director of the Company, its Parent or a Subsidiary
on that date;
(ii) a pro-rata percentage of the Units (based on completed
months of service), on the date of the Director's death;
(iii) 100% immediately upon the termination of the Director's
service as a director of the Company for any reason
other than for Cause; or
(iv) if the Director is then a director of the Company, 100%
immediately prior to a Change in Control if, in
connection with the Change in Control the shares of
Stock will no longer be listed on a recognized national
securities exchange.
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(b) Cause. For purposes of this Agreement, "Cause" shall mean (i)
the Director's material breach of any term of any agreement with
the Company, including without limitation any violation of
confidentiality and/or non-competition agreements; (ii) the
Director's conviction for any act of fraud, theft, criminal
dishonesty, or any felony; (iii) the Director's engagement in
illegal conduct, gross misconduct, or act involving moral
turpitude which is materially and demonstrably injurious to the
Company; or (iv) the Director's breach of any fiduciary duty
owed the Company.
(c) Continuous Relationship with the Company Required. A Unit will
not vest unless, at the time of vesting, the Participant is, and
has been at all times since the Grant Date, a director of the
Company.
3. Change in Control
For purposes of this Agreement, Change in Control shall mean the
occurrence of any of the following events at any time after the Grant
Date:
(a) 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 (a), 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 ▇▇▇▇▇▇▇ plc ("Pearson");
(b) 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:
(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
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proportions as their ownership of the outstanding voting
securities of the Company immediately prior to such Business
Combination, or
(y) ▇▇▇▇▇▇▇ beneficially owns, directly or indirectly,
50% or more of the combined voting power of the then-outstanding
voting securities of the Surviving Entity; or
(c) 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).
4. Dividend Equivalent Rights.
With respect to declared dividends, if any, with record dates that occur
prior to the settlement of any Units, the Director will be credited with
additional Units having a value equal to that which the Director would have been
entitled if the Director'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. Any such additional Units shall be considered Units under this
Agreement and shall also be credited with additional Units as dividends, if any,
are declared, and shall be subject to the same restrictions and conditions as
Units with respect to which they were credited.
5. Restrictions on Transfer.
The Director 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. Any transfer of the Director'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 Deferred Stock Units
(a) Settlement Election Date. Each Vested Unit will be settled by
the delivery of one (1) share of Stock to the Director as soon
as administratively practicable following the date on which the
Units have become Vested Units under Section 2(a) or, if
applicable, the date the Director has elected on the attached
Deferred Settlement Election Form (any such date, the "Deferred
Settlement Election Date"). The Director may change the Deferred
Settlement Election Date one time only, and only to a later
date, as provided in the Deferred Settlement Election Form.
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(b) Automatic Settlement of Vested Units.
(i) Termination other than for Cause. Notwithstanding
Section 5(a), if the Director's service on the Board
terminates, all Units that are Vested Units on the date
of such termination will be automatically settled by
delivery of shares of Stock to the Director or in the
event of the Director's death, to the Director's
designated beneficiary, as soon as administratively
practicable following such termination date.
(ii) Cessation of Public Trading. All Vested Units will be
automatically settled by delivery of shares of Stock
immediately before a change in control event is expected
to result in Stock no longer being listed on a
recognizable national Securities Exchange, as determined
by the Board.
(c) Termination for Cause. If the Director's service as a director
of the Company is terminated for Cause, all Units that are not
Vested Units will be automatically and immediately forfeited.
7. Miscellaneous.
(a) Acquired Rights. This award does not (i) constitute a contract
of employment, (ii) confer upon the Director any right to
continue as a director of the company, (iii) affect the right of
the shareholders of the Company to remove or decline or re-elect
the Director to the Board (for any reason or no reason), (iv)
affect the right of the Board, or (v) entitle the Director to
any benefits other than those granted under the Plan. The
Director understands and accepts that the benefits granted under
the Plan are entirely at the discretion of the Company and that
the Company retains the right to amend, modify or terminate the
Plan at any time, in its sole discretion and, except as may
otherwise be provided in the Plan, without notice.
(b) Restriction on Sale. Sale of Stock delivered in connection with
settlement of Units may be restricted by the Company's
Anti-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and/or Equity Interest Policy.
(c) Data Protection. To the extent reasonably necessary to
administer the Plan: (i) the Company may process personal data
about the Director, including, but not limited to (a)
information concerning this grant and any changes hereto, (b)
other personal and financial data about the Director, and (c)
information about the Director's participation in the Plan and
shares exercised under the Plan from time to time; and (ii) the
Director gives explicit consent to the Company to (a) process
any such personal data, and (b) transfer any such personal data
outside the country in which the Director lives, works or is
employed, including, without limitation, to the Company and any
of its subsidiaries and agents, including the outside stock plan
administrator as selected by the Company from time to time, and
any other person the Company may deem appropriate in its
administration of the Plan. The Director has the right to access
and correct personal data by contacting a local Human Resources
Representative. The transfer of the information outlined here is
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important to the administration of the Plan and failure to
consent to the transmission of such information may limit or
prohibit the Director from participating in the Plan.
(d) Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, and
each other provision of this Agreement shall be severable and
enforceable to the extent permitted by law.
(e) Waiver. Any provision for the benefit of the Company contained
in this Agreement may be waived, either generally or in any
particular instance, by the Board.
(f) Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the Company and the Director and their
respective heirs, executors, administrators, legal
representatives, successors and assigns, subject to the
restrictions on transfer set forth in Section 4 of this
Agreement.
(g) Notice. All notices required or permitted hereunder shall be in
writing and deemed effectively given upon personal delivery or
five days after deposit in the United States Post Office, by
registered or certified mail, postage prepaid, addressed to the
other party hereto at the address shown beneath his or its
respective signature to this Agreement, or at such other address
or addresses as either party shall designate to the other in
accordance with this Section 9(e).
(h) Pronouns. Whenever the context may require, any pronouns used in
this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns and
pronouns shall include the plural, and vice versa.
(i) Entire Agreement. This Agreement and the Plan constitute the
entire agreement between the parties, and supersedes all prior
agreements and understandings, relating to the subject matter of
this Agreement.
(j) Amendment. The Company may terminate, amend, or modify the Plan;
provided, however, that no such termination, amendment or
modification of the Plan may in any way adversely affect the
Director's rights under this Agreement without the Director's
consent. This Agreement may be amended or modified only by a
written instrument executed by both the Company and the
Director.
(k) Governing Law. This Agreement will be subject to all applicable
laws, rules, and regulations, and to such approvals by any
governmental agencies or stock exchanges as may be required.
This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the State of Delaware
without regard to any applicable conflicts of laws.
The Director hereby acknowledges that he/she has access to a copy of the Plan as
presently in effect. The text and all of the terms and provisions of the Plan,
as amended from time to time,
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are incorporated herein by reference, and this award is subject to these terms
and provisions in all respects.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
Interactive Data Corporation
By:
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Title:
Address:
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[Name of Director]
Address:
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