Exhibit 10.2
INTERACTIVE DATA CORPORATION
2000 LONG-TERM INCENTIVE PLAN
2006 RESTRICTED STOCK UNIT AWARD AGREEMENT
(EXECUTIVE LEVEL GRANT)
This award agreement (the "AGREEMENT") represents an equity award grant
made on July 18, 2006 (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.
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 July 18, 2009, the third anniversary of the Grant Date;
(ii) 100% on the date of the Participant's death;
(iii) 100% upon a Participant's Job Elimination, provided that the
Participant signs an agreement and release satisfactory to the
Company;
(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
(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.
(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.
(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.
(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.
(b) Change in Control. "CHANGE IN CONTROL" shall mean the occurrence of
any of the following events at any time after the Grant Date:
(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
▇▇▇▇▇▇▇ plc or any of its subsidiaries ("▇▇▇▇▇▇▇");
-2-
(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:
(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) ▇▇▇▇▇▇▇ beneficially owns, directly or indirectly, 50% or
more of the combined voting power of the then-outstanding
voting securities of the Surviving Entity; or
(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).
(c) Good Reason. "GOOD REASON" shall mean any significant diminution in
the Participant's title, authority, or responsibilities or any
reduction in the Participant's annual base cash compensation of more
than 10%.
(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 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.
-3-
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.
(a) Settlement Date. Subject to Section 6(c) 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) ten (10) business days
(or as soon as administratively practicable thereafter) following the
applicable Vesting Date in accordance with Section 2(a); provided,
however, that in no event shall settlement occur later than March 15th
of the year immediately following the year in which the Vesting Date
occurs.
(b) 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 longer be listed on a recognized national
securities exchange, all Units will automatically be settled upon the
effective date of the Change in Control.
(c) Specified Employees. Notwithstanding any provision of the Plan
Documents to the contrary, if, upon the Participant's termination of
employment with the Company Group for any reason, the Company
determines the Participant is a "specified employee" for purposes of
Section 409A of the Code and the regulations and guidance promulgated
thereunder ("SECTION 409A") the Units may not be settled before the
earlier of (i) the first business day following the date which is six
(6) months after the Participant's termination of employment for any
-4-
reason other than death or (ii) the date of the Participant's death.
The provisions of this Section 6(c) shall only apply if required to
comply with Section 409A.
7. Withholding Taxes.
The Company shall be entitled to require the Participant, prior to delivery
of any shares of Stock, to remit to the Company an amount sufficient to satisfy
any U.S. federal, state, local and/or foreign income tax, social tax or other
applicable payroll tax withholding requirements. The Company shall also have the
right to deduct from all cash, securities and other consideration payable to the
Participant (whether pursuant to or in connection with the Units or otherwise)
any applicable taxes or other amounts required to be withheld with respect to
the Units. The Company may, in its sole discretion, permit the Participant to
satisfy, in whole or in part, any withholding obligations by directing the
Company to (a) withhold shares of Stock that would otherwise be received in
connection with the settlement of the Units or (b) to repurchase shares of Stock
that were issued to such individual in accordance with all applicable laws,
rules and regulations and in accordance with such terms and conditions as the
Company may establish from time to time. 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. In no event
shall the Company withhold taxes in excess of the amount required by applicable
laws, rules and regulations.
BY ACCEPTING THE UNITS, THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT HE/SHE
HAS REVIEWED WITH HIS/HER 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. No Entitlements
(a) No Effect on Compensation. The Units are discretionary awards. The Plan
Documents do not confer on the Participant any right or entitlement to receive
compensation or bonus in any specific amount for any future fiscal year, and do
not diminish in any way the Company Group's discretion to determine the amount,
if any, of the Participant's compensation and bonus. The Units do not constitute
salary, wages, ordinary compensation, recurrent compensation or contractual
compensation for the year of grant or any later year and shall not be included
in, nor have any effect on, the determination of employment-related rights or
benefits under law or any employee benefit plan or similar arrangement provided
by the Company Group (including, without limitation, severance and pension
benefits), unless otherwise specifically provided for under the terms of such
plan or arrangement or by the Company.
(b) No Right to Future Awards. The Participant's award of Units is
discretionary. Neither the Plan Documents nor the grant of the Units or any
other awards confers on the Participant any right or entitlement to receive
another award under the Plan at any time in the future or with respect to any
future period.
-5-
(c) No Right to Continued Employment. The Plan Documents do not constitute
an employment agreement and nothing in the Plan Documents shall modify the terms
of the Participant's employment, including, without limitation, the
Participant's status as an "at will" employee of the Company Group, if
applicable. None of the Plan Documents, the grant of Units, nor any action taken
or omitted to be taken under the Plan Documents shall be deemed to create or
confer on the Participant any right to be retained in the employ of the Company
Group, or to interfere with or to limit in any way the right of the Company
Group to terminate the Participant's employment at any time (including, without
limitation, prior to vesting or settlement).
(d) Effects of an Employment Contract; Waiver. The Units are awarded by
virtue of the Participant's employment with, and services performed for, the
appropriate entities within the Company Group. The existence of a contract of
employment between the Participant and any entity within the Company Group will
not confer upon the Participant any right or entitlement to participate in the
Plan or to receive awards thereunder, or any expectation that the Participant
might participate in the Plan or receive additional Plan awards in the future.
Whether or not the Participant has a contract of employment with any entity
within the Company Group, the Participant's rights and obligations under the
terms of the Participant's office or employment shall not be affected by the
Participant's participation in the Plan. Subject to the terms of any applicable
employment agreement, the Company Group reserves the right, in its sole
discretion, to change the terms and conditions of the Participant's employment
including the division, subsidiary or department in which the Participant is
employed. By accepting the Units, the Participant waives any and all rights to
compensation or damages in consequence of the termination of the Participant's
office or employment for any reason whatsoever insofar as those rights arise or
may arise from the Participant's ceasing to have rights under, or be entitled to
receive payment in respect of, the Units as a result of such termination, or
from the loss or diminution in value of such rights or entitlements. This waiver
applies whether or not such termination amounts to wrongful discharge or unfair
dismissal.
9. No Advice. Nothing in the Plan Documents should be construed as providing the
Participant with financial, tax, legal or other advice with respect to the Units
or the receipt of Stock in connection therewith. The Company Group recommends
that the Participant consult with his/her's financial, tax, legal and other
advisors to provide advice in connection with the Units.
10. Securities Law Compliance. No shares of Stock shall be issued or transferred
under this Agreement unless the Company determines that such issue or transfer
is in compliance with all applicable federal, state, local and/or foreign
securities laws and regulations and to such approvals by any governmental
agencies or national securities exchanges that the Company determines are
advisable.
11. Miscellaneous.
(a) 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 and any additional or
replacement programs.
-6-
(b) Data Protection. To the extent reasonably necessary to administer the
Plan and the rights attached to the Options, by accepting the Units:
(i) the Participant acknowledges that the Company may process personal
data about the Participant, including, but not limited to (x)
information concerning this Agreement or the Units and any changes
thereto, (y) other personal and financial data about the Participant,
and (z) information about the Participant's participation in the Plan
and shares of Stock acquired 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 selected by the Company from time to time, the Company's
legal and accounting advisors and any other person the Company may
deem appropriate in its administration of the Plan) some of which are
situated outside the Participant's country, including the United
States, and may not offer as high a level of protection for personal
information as the Participant's country. The Participant has the
right to access and correct personal data by contacting a local Human
Resources Representative. The personal information will remain
strictly confidential and will only be kept on file during the
duration of the Plan. 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.
(c) Severability. The invalidity or unenforceability of any provision of
the Plan Documents shall not affect the validity or enforceability of
any other provision of the Plan Documents, and each other provision of
the Plan Documents shall be severable and enforceable to the extent
permitted by law.
(d) Waiver. Any provision for the benefit of the Company Group contained
in this Agreement may be waived, either generally or in any particular
instance, by the Company.
(e) 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.
(f) 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 the participant has most recently provided to the
Company, or at such other address or addresses as either party shall
designate to the other in accordance with this Section 11(f).
(g) Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or
neuter forms,
-7-
and the singular form of nouns and pronouns shall include the plural,
and vice versa.
(h) Entire Agreement. The Plan Documents constitute the entire agreement
between the parties, and supersede all prior agreements and
understandings, relating to the subject matter of this Agreement.
(i) International Supplement. If the Participant is employed outside of
the United States, he/she will also receive an "INTERNATIONAL
SUPPLEMENT" that contains supplemental terms and conditions with
respect to the Units depending on the country in which the Participant
is employed. This Agreement should be read in conjunction with the
International Supplement, if applicable, in order for the Participant
to understand the terms and conditions applicable to the Units. In the
event of any conflict or inconsistency between the International
Supplement and this Agreement, the International Supplement shall
govern and this Agreement shall be interpreted to minimize or
eliminate any such conflict or inconsistency. We collectively refer to
the Plan, this Agreement and the International Supplement as the "PLAN
DOCUMENTS".
(j) Access to Plan/Incorporation by Reference. By accepting the Units the
Participant hereby acknowledges that he/she has access to a copy of
the Plan (in written or electronic form) as presently in effect and
represents that he/she is familiar with its terms and provisions. 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. In the event
of any conflict or inconsistency between the Plan and this Agreement
or the International Supplement, the Plan shall govern and this
Agreement or the International Supplement, as applicable, shall be
interpreted to minimize or eliminate any such conflict or
inconsistency. The Participant further acknowledges that the Units
will be subject to any rules or regulations with respect to the
administration of the Plan as may be adopted by the Company.
(k) Amendment. The Participant understands and accepts that the benefits
granted under the Plan Documents are entirely at the discretion of the
Company and that the Company retains the right to amend, modify or
terminate the Plan Documents at any time, in its sole discretion and
without notice; provided, however, that no such termination, amendment
or modification of the Plan Documents may in any way adversely affect
the Participant's rights with respect to the Units without the
Participant's consent. Notwithstanding any provision set forth in the
Plan Documents and subject to all applicable laws, rules and
regulations, the Company shall have the power to: (i) without the
Participant's consent, alter or amend the terms and conditions of the
Units in any manner that the Company considers necessary or advisable,
in its sole discretion, to comply with, or take into account changes
in, or interpretations of, applicable tax laws, securities laws,
employment laws, accounting rules and other applicable laws, rules or
regulations or (ii) to ensure that the Units are not subject to
federal, state, local or foreign taxes prior to settlement. Any
alteration or amendment of the terms of the Units by the
-8-
Company shall, upon adoption, become and be binding on all persons
affected thereby without requirement for consent or other action with
respect thereto by any such person. The Company shall give written
notice to the Participant of any such alteration or amendment as
promptly as practicable after the adoption thereof.
(l) Section 409A. Payments contemplated with respect to the Units are
intended to comply with the short-term deferral exemption under
Section 409A. Notwithstanding any contrary provision in the Plan
Documents, if any provision of the Plan Documents contravenes any
regulations or guidance promulgated under Section 409A or could cause
the Units to be subject to additional taxes, accelerated taxation,
interest or penalties under Section 409A, the Company may, in its sole
discretion and without the Participant's consent, modify the Plan
Documents: (i) to comply with, or avoid being subject to, Section
409A, or to avoid the imposition of any taxes, accelerated taxation,
interest or penalties under Section 409A, and (ii) to maintain, to the
maximum extent practicable, the original intent of the applicable
provision without contravening the provisions of Section 409A. This
Section 11(l) does not create an obligation on the part of the Company
to modify the Plan Documents and does not guarantee that the Units
will not be subject to interest or penalties under Section 409A.
(m) Governing Law; Forum Selection. This Agreement and the Units 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 or choice of law, rule or principle
that might otherwise refer the interpretation of the award to the
substantive law of another jurisdiction. By accepting the Units, the
Participant hereby consents to and agrees to submit to, exclusive
jurisdiction in the courts of the State of Delaware with respect to
disputes arising out of the Units or the Plan Documents.
INTERACTIVE DATA CORPORATION
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President and Chief Executive Officer
-9-