EXHIBIT 10.4
Dated February 11, 2003
MARKETAXESS EUROPE LIMITED
and
IAIN BAILLIE
CONTRACT OF EMPLOYMENT
CONTRACT OF EMPLOYMENT
This Contract of Employment is made between:
Name of Employer: MARKETAXESS EUROPE LIMITED (the "Company") whose address is 71
Fenchurch Street, London EC3M 4BS.
Name of Employee: Iain Baillie ("you") whose address is
This Contract of Employment sets out the terms on which you are employed by the
Company.
1 INTERPRETATION
1.1 In this agreement (and any schedules to it):
1.1.1 "BOARD" means the board of directors of the Company from time
to time or any person or committee nominated by the board of
directors as its representative for the purposes of this
agreement;
1.1.2 "EMPLOYMENT" means the employment governed by this agreement;
1.1.3 "GROUP" means the Company, its ultimate holding company for
the time being and the associated companies (as defined in
section 435 of the Insolvency Act 1986) of the Company for the
time being;
1.1.4 "GROUP COMPANY" means a member of the Group and "GROUP
COMPANIES" will be interpreted accordingly;
1.1.5 "HOLDING COMPANY" has the meaning given in section 736 of the
Companies Act 1985; and
1.1.6 "Termination Date" means the date on which the Employment is
terminated;
1.1.7 references to any statutory provisions include any
modifications or re-enactments of those provisions;
1.1.8 references in this agreement to rules, regulations, policies,
handbooks or other similar documents which supplement it, are
referred to in it or describe any pensions or other benefits
arrangements, are references to the versions or forms of the
relevant documents as amended or updated from time to time;
and
1.1.9 headings will be ignored in construing this agreement.
2 START DATE AND CONTINUOUS EMPLOYMENT
Subject to the fulfilment of the condition set out at clause 3.1 below,
your employment will start on or before April 2, 2003, or, if later,
the date on which the condition set out at clause 3.1 is satisfied. No
previous employment counts as continuous employment with the Company.
3 CONDITIONS
3.1 The commencement of your employment is conditional upon you obtaining
unconditional registration by the Financial Services Authority (or its
replacement regulatory authority), if this is necessary for your
position, and to the holding of any other qualification, licence,
authority,
Contract of Employment
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1
registration or membership required (by statute or otherwise) for the
proper performance of your duties under this contract.
3.2 If you take up your position prior to the satisfaction of the condition
set out at clause 3.1, your employment remains subject to its
satisfaction. If the condition cannot be satisfied or remains
unfulfilled after a reasonable period of time, the Company may, at its
sole and absolute discretion, terminate your employment without notice,
any payment in lieu of notice and shall not be liable to provide any
form of compensation whatsoever.
3.3 If at any time the condition at clause 3.1 above ceases to be
satisfied, your employment shall terminate immediately and the Company
shall not be liable to give notice, pay in lieu of notice or provide
any form of compensation whatsoever, provided always that the Company
shall have given you all reasonable assistance to fulfil the condition
at Clause 3.1.
3.4 You acknowledge that you have not relied on any taxation or other
financial advice from the Company or any other Group Company in
deciding whether to enter into this agreement.
4 JOB TITLE
Your job title is Head of MarketAxess Europe. The Company reserves the
right in its sole discretion, after taking into account your skills and
competencies, to transfer you to another position or department in
order to meet its developing business needs. Should this occur during
your first year of employment your salary and other remuneration will
remain the same.
5 DURATION OF EMPLOYMENT
5.1 Either you or the Company may give to the other 1 months written notice
to terminate your employment provided that such notice from the Company
shall not expire before the first anniversary of your employment unless
termination is for "cause" (i.e., your wilful misconduct in the
performance of your duties under this Agreement; gross negligence in
the performance of your duties under this Agreement which has a
material adverse effect on the business or assets of the Company or its
affiliates; your conviction of, or plea of guilty or nolo contendere
to, a crime relating to the Company or any affiliate or any felony;
and/or any reason which would entitle the Company to terminate your
employment without notice).
5.2 The Company reserves the right, at its sole and absolute discretion, to
pay a sum equivalent to salary (at the rate set out in clause 9.1) and
all other contractual benefits in lieu of any period of notice given
either by you or the Company (less any deductions the Company is
required by law to make). The Company may pay such sum as a lump sum at
the later of seven days of the termination of employment or the next
scheduled payroll date or, in equal monthly instalments payable on the
dates upon which salary would normally have been paid if you had
continued working during your notice period.
6 PLACE OF WORK
You will be based at the Company's principal office at Fenchurch Street
in London but you may be required to work at another location within
(Greater) London area or, on a temporary basis, at another location
within the United Kingdom. You may also be expected to travel and work
outside the United Kingdom from time to time.
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2
7 HOURS OF WORK
7.1 Your normal hours of work are 9 am to 5 pm Monday to Friday with a one
hour lunch break per day ("your normal weekly hours'").
7.2 You agree that your working time, in any reference period may exceed 48
hours in any seven day period and that the limit specified in
Regulation 4(1) of the Working Time Regulations 1998 ("the
Regulations") shall not apply to your employment by us. You must give
the Company not less than three months' notice if you wish to withdraw
your agreement to exclude Regulation 4(1).
8 YOUR DUTIES
8.1 You must comply with the Company's normal weekly hours and you will
also work any additional hours, which may be reasonably necessary to
perform your duties to the satisfaction of the Company. You will not
receive any further remuneration for any hours worked in addition to
your normal weekly hours.
8.2 You will (subject to clause 8.3 of this Agreement):
8.2.1 devote the whole of your working time, attention and skill to
your Employment under this Agreement;
8.2.2 not be directly or indirectly engaged or concerned in the
conduct of any activity which is similar to or competes with
any activity carried on by any Group Company (except as a
representative of the Company or with the written consent of
the Company);
8.2.3 properly perform your duties and exercise your powers;
8.2.4 accept any offices or directorships as reasonably required by
the Company;
8.2.6 comply with all rules and regulations reasonably issued by the
Company;
8.2.6 obey the reasonable directions of the Company; and
8.2.7 use your best endeavours to promote the interests and
reputation of every Group Company.
8.3 You will promptly disclose to the Company full details of any
wrongdoing of which you are aware or made aware by any employee of any
Group Company where that wrongdoing is material to that employee's
employment by the relevant company or to the interests or reputation of
any Group Company.
9 SALARY
9.1 Your salary is 140,000 GBP per annum, accruing on a daily basis.
9.2 Salary will be paid in equal monthly instalments in arrears on or about
the 25th day of each calendar month, after deduction of income tax,
national insurance contributions, other statutory deductions and other
agreed deductions.
9.3 The Company reserves the right to recover from your previous salary
payments, any overpayment of remuneration or other payments, made by
mistake or through misrepresentation or for any other reason.
9.4 On termination of your employment the Company may deduct from your
final salary payment an amount equal to any sums you owe to the
Company.
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10 BONUS
10.1 In addition to your salary, you may, at the Company's absolute
discretion, be eligible to receive a bonus payment (after deduction of
income tax, national insurance contributions, other statutory
deductions and other agreed deductions).
10.2 The amount of the bonus (if any) will be in the absolute discretion of
the Company after taking into account your performance during the
relevant year provided always that in exercising such discretion, the
Company shall treat you no less favourably than other comparable senior
executives, unless there is a good reason for doing so.
10.3 Bonus payments are ordinarily awarded in December and paid in January
of the following year.
10.4 You will be paid a guaranteed minimum bonus for the calendar year 2003
only of (pound)250,000 and the bonus range shall be up to
(pound)325,000 for the calendar year 2003. Your bonus (if any) in any
other year will not necessarily be the same as, or comparable to, your
guaranteed minimum bonus for the calendar year 2003.
10.5 Notwithstanding the terms of the bonus scheme from time to time in
place, in the event your employment is terminated by the Company
(including constructive dismissal) other than for "cause" (as defined
in Clause 5.1) or by reason of your voluntary resignation, you shall be
entitled to be paid the 2003 guaranteed minimum bonus as referred to at
Clause 10.4. In the event that your employment is terminated by the
Company for "cause", as defined in Clause 5.1, or you voluntarily
resign, you shall not be entitled to any payment in respect to your
guaranteed minimum bonus.
11 SHARES
11.1 On commencement of your Employment, you will be granted an Option under
the MarketAxess Holdings Inc. 2001 Stock Incentive Plan ("Plan") to
purchase 600,000 shares of the Company's common stock. Such grant will
be made in accordance with the rules of the Plan (as amended from time
to time).
11.2 The exercise price of the Option will, subject to receiving the
necessary permissions to do so, which the Company shall use reasonable
endeavours to procure, be one hundred percent (100%) of the Fair Market
value (as defined in the rules of the Plan) of the share of Common
Stock at the date of grant.
11.3 In addition, provided your employment has not by December 31st, 2003
been terminated by the Company for "cause" (as defined in Clause 5.1
above) or by reason of your voluntary resignation, you will be entitled
to receive certain performance based stock options if you attain the
following pre-establishing goals by December 31st 2003:
11.3.1 If MarketAxess Europe's 2003 calendar year revenue meets or
exceeds $8,486,341 and volumes meet or exceed $37.717 billion,
you will be granted an additional stock option award to
purchase 300,000 shares of the Company's stock; or
11.3.2 If MarketAxess Europe's 2003 calendar year revenue meets or
exceeds $4,371,450 and volumes meet or exceed $19.332 billion,
you will be granted an additional stock option award to
purchase 150,000 shares of the Company's stock.
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12 DIRECTORSHIPS
12.1 Your office as a director of any Group Company (if any) is subject to
the Articles of Association of the relevant company (as amended from
time to time). If the provisions of this agreement conflict with the
provisions of the Articles of Association, the Articles of Association
will prevail.
12.2 You must resign from any office held in any Group Company if you are
asked to do so by the Company.
12.3 If you do not resign as an officer of a Group Company, having been
requested to do so in accordance with clause 12.2, the Company will be
appointed as your attorney to effect your resignation. By entering into
this agreement you irrevocably appoint the Company as your attorney to
act on your behalf to execute any document or, to do anything in your
name necessary to effect your resignation in accordance with clause
12.2. If there is any doubt as to whether such a document (or other
thing) has been carried out within the authority conferred by this
clause 12.3, a certificate in writing (signed by any director or the
secretary of the Company) will be sufficient to prove that the act or
thing (in the absence of any manifest error) falls within that
authority.
12.4 The termination of any directorship or other office held by you will
not terminate your employment or amount to a breach of terms of this
agreement by the Company.
12.5 During your Employment, should you be appointed a director of a Group
Company, you will not do anything which could knowingly cause you to be
disqualified from continuing to act as a director of that Company.
During your Employment, you must not resign your office as a director
of any Group Company without the agreement of the Company, such consent
not to be unreasonably withheld.
13 HOLIDAYS
13.1 The leave year runs from 1 January to 31 December.
13.2 You are entitled to 25 days' paid holiday in each leave year ("holiday
entitlement"), accruing on a daily basis. This will be pro-rated in the
year of joining and leaving the Company and the resulting entitlement
will be rounded up to the nearest whole day. Any holiday entitlement
not used in a holiday year will be forfeited.
13.3 You must agree the dates of your holidays in advance with your manager.
You agree that the provisions of Regulations 15(1) to (4) of the
Regulations (dates on which leave is taken) do not apply to your
employment.
13.4 You are also entitled to English bank and public holidays with pay.
13.5 On termination of employment you will be paid in respect of holiday
entitlement not taken. If you have taken holidays in excess of your
entitlement at the termination date, the Company may deduct from your
final salary an amount that is equal to one two hundred and sixtieth of
your gross salary payable under clause 9.1 multiplied by the number of
excess days of holiday taken.
14 OTHER BENEFITS
14.1 PRIVATE MEDICAL INSURANCE
Subject to satisfying any eligibility criteria imposed by the Company's
insurers you will be entitled to participate in a private medical
insurance scheme arranged by the Company.
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Further details are available on request. This is a discretionary
benefit and may be amended or withdrawn at any time.
14.2 LIFE ASSURANCE
Subject to Inland Revenue Limits and to your complying with any
eligibility requirements or other conditions set by the Company and any
insurer of the Company and to your health not being such as to prevent
the Company being able to obtain cover on reasonable terms, the Company
shall arrange life assurance cover for you, currently equivalent to 4
times your basic salary (as set out in clause 9.1), and subject to a
current salary cap of (Pounds Sterling)95,400. Premiums shall be paid
by the Company. This is also a discretionary benefit and may be
amended, or withdrawn at any time.
14.3 PENSION SCHEME
You will be advised of the Company's pension scheme(s) in due course.
15 SICKNESS AND INJURY
15.1 If you are absent from work due to sickness or injury you must use your
reasonable endeavours to inform the office no later than 9.30 am on the
first day of absence.
15.2 If you are away from work for seven calendar days or less you must
complete a self-certification form. For absences of more than seven
calendar days you must provide a medical certificate from your doctor.
Further medical certificates are required for the remainder of the
period of your absence.
15.3 The Company reserves the right, at any time, to require you to undergo
a medical examination at the Company's expense. The medical adviser may
disclose the results of the examination to the Company provided that
you shall be entitled to have access to the results of the examination
and to comment on those results to the medical advisor prior to the
disclosure of such results to the Company.
15.4 If you are absent from work due to sickness or injury the Company will
continue to pay your base salary (as defined in clause 9.1) for a total
period of 3 months (whether consecutive or otherwise) out of any 12
month period. Any payment of salary is inclusive of Statutory Sick Pay
and is subject to the provision of appropriate supporting medical
documentation, as reasonably required by the Company.
15.5 Any payments, to which you are entitled under any Social Security or
National Insurance Scheme, whether or not claimed, may be deducted from
any payments to you under clause 15.4.
16 CONFIDENTIAL INFORMATION
16.1 You must not use, divulge or disclose to any person, firm or
organisation (except as required by law or to carry out your employment
duties) any trade secrets or other confidential information relating to
the business, finances or affairs of the Company.
16.2 This restriction applies after your employment ends but will not apply
to information which becomes public, unless through unauthorised
disclosure by you.
16.3 Nothing in this contract is intended to prevent you exercising any
rights you may have to make "protected disclosure" in accordance with
the provisions of the Employment Rights Act 1996.
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17 INTELLECTUAL PROPERTY RIGHTS
17.1 You will promptly inform the Company if you make or are involved in
making an Invention during your Employment and will give the Company
sufficient details of it to allow the Company to assess the Invention
and to decide whether the Invention belongs to the Company. The Company
will treat any Invention which does not belong to it as confidential.
"INVENTION" means any invention (whether patentable or not within the
meaning of the Patents Act 1977 or other applicable legislation in any
other country) relating to or capable of being used in the business of
the Company.
17.2 If an Invention belongs to the Company, you will act as a trustee for
the Company in relation to that Invention and you will, at the request
and expense of the Company, do everything necessary to vest all right,
title and interest in it in the Company or its nominee (as legal and
beneficial owner) and to secure full patent or other appropriate
protection anywhere in the world.
17.3 If you create or are involved in creating any Work during the
Employment, you will promptly give the Company full details of it.
"WORK" means any discovery, design, database or other work (whether
registrable or not and whether a copyright work or not) which is not an
Invention and which you create or are involved in creating:
17.3.1 in connection with your Employment; or
17.3.2 relating to or capable of being used in those aspects of the
businesses of the Group Companies in which you are involved.
17.4 You:
17.4.1 assign to the Company to the extent allowed by law all of your
right, title and interest in any current or future Work
(whether now existing or brought into being in the future);
and
17.4.2 will act as a trustee for the Company in relation to all such
Works;
and will in either case at the request and expense of the Company do
everything necessary to vest all right, title and interest In any Work
in the Company or its nominees (as legal and beneficial owner) and to
defend its rights in those works and to secure appropriate protection
anywhere in the world.
17.5 If you generate any Information or are involved in generating any
Information during the Employment you will promptly give to the Company
full details of it and you acknowledge that such Information belongs to
the Company.
"INFORMATION" means any idea, method or information, which is not an
Invention or Work, generated by you either:
17.5.1 in the course of your Employment; or
17.5.2 outside the course of your Employment but relating to the
business, finance or affairs of any Group Company.
17.6 If you become aware of any infringement or suspected infringement of
any intellectual property right in any Invention, Work or Information
you will promptly notify the Company in writing.
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17.7 You will not disclose or make use of any Invention, Work or Information
without the Company's prior written consent unless the disclosure is
necessary for the proper performance of your duties or is required by
law.
17.8 So far as permitted by law you irrevocably waive any rights you may
have under Chapter IV (moral rights) of Part 1 of the Copyright,
Designs and Patents Act 1988 and any foreign corresponding rights in
respect of all Works.
17.9 Rights and obligations under this clause 17 will continue after the
termination of this agreement in respect of all Inventions. Works and
Information (other than information which comes into the public domain
otherwise than through unauthorised disclosure by you) made or obtained
during your Employment and will be binding on your personal
representatives.
17.10 You agree that you will not by your acts or omissions do anything that
would or might prejudice the rights of the Company under this clause
17.
17.11 You will not make copies of any computer files belonging to any Group
Company or their service providers and you will not introduce any of
your own computer files into any computer used by any Group Company in
breach of any Group Company policy, unless you have obtained the
consent of the Board.
17.12 By entering into this agreement you irrevocably appoint the Company to
act on your behalf to execute any document and do anything in your name
for the purpose of giving the Company (or its nominee) the full benefit
of the provision of this clause 17 or the Company's entitlement under
statute. If there is any doubt as to whether such a document (or other
thing) has been carried out within the authority conferred by this
clause 17.12, a certificate in writing (signed by any director or the
secretary of the Company) will be sufficient to prove that the act or
thing (in the absence of any manifest error) falls within that
authority.
18 YOUR INTERESTS
18.1 You must disclose your financial interests, to the extent that this is
required to fulfil your regulatory obligations, and as set out in the
Compliance Manual.
18.2 You will (and will procure that your wife and dependent children, if
any) comply with Part V of the Criminal Justice Act 1993 in relation to
the trading of securities.
18.3 You warrant that, as at the time you execute this agreement, you have
not been and are currently not the subject of any disciplinary
investigations by the FSA which resulted or may result in any adverse
finding against your character, other than as previously disclosed to
the Company in writing.
19 GARDEN LEAVE
19.1 In this clause "DEMONSTRABLE STEPS" means any steps the Company has
taken in actively and directly seeking to supply its services to any
person during the period of your service.
19.2 At any time after notice to terminate employment is given by either
party, or if you resign without giving due notice and the Company does
not accept your resignation, the Company may require you to comply with
any or all of the provisions in clause 19.3 and 19.4 for a maximum
period of 1 month (the "GARDEN LEAVE PERIOD").
19.3 The Company may require that you do not:
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19.3.1 enter or attend the premises of the Company or any other Group
Company; or
19.3.2 contact or have any communication with any customer or client
of the Company or any other Group Company in relation to the
business of the Company or any other Group Company; or
19.3.3 contact or have any communication with any employee, officer,
director, agent or consultant of the Company or any other
Group Company in relation to the business of the Company or
any other Group Company; or
19.3.4 remain or become involved in any aspect of the business of the
Company or any other Group Company except as required by such
companies.
19.4 During the Garden Leave Period, you will be entitled to receive your
salary and all contractual benefits in accordance with the terms of
this agreement.
19.5 During the Garden Leave Period all of the obligations you owe the
Company as an employee will remain. For the sake of clarity, this
includes (but is not limited to) the following:
19.5.1 you will not be employed in, or carry on for your own account
or for any other person, whether directly or indirectly (or be
a director of any company engaged in), any other business;
19.5.2 you will not (either on your own behalf or for or with any
other person), whether directly or indirectly, canvass or
solicit the custom of any person who was a client of, or in
the habit of dealing with, the Company or (as the case may be)
any other Group Company, or in relation to which the Company
or any Group Company had taken Demonstrable Steps, and in
respect of which you had access to confidential information or
with whose custom or business you were personally concerned;
19.5.3 you will not (either on your own behalf or for or with any
other person, whether directly or indirectly), deal with or
otherwise accept the custom of any person who was at any time
a client of, or in the habit of dealing with, the Company or
(as the case may be) any Group Company, or in relation to
which the Company or any Group Company had taken Demonstrable
Steps, and in respect of which you had access to confidential
information or with whose custom or business you were
personally concerned;
19.5.4 you will not (either on your own behalf or for or with any
other person, whether directly or indirectly), entice or try
to entice away from the Company or any other Group Company any
person who is or was an employee of such a company at any time
during your service with the Company.
19.6 At the end of the Garden Leave Period, the Company may, at its sole and
absolute discretion, pay to you a sum equivalent to salary and all
other contractual benefits in lieu of the balance of any period of
notice given by the Company or you (less any deductions the Company is
required by law to make). The Company may pay such sum as a lump sum at
the later of seven days of the termination of employment or the next
scheduled payroll date or, in equal monthly instalments payable on the
dates upon which salary would normally have been paid if you had
continued working during your notice period.
20 DISCIPLINARY RULES
20.1 You must abide by the Company's disciplinary rules, as set out in the
Disciplinary and Grievance Procedures Manual. The following are
examples of conduct which is not acceptable
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to the Company and which may result in disciplinary action being taken
against you. The list is intended as guidance only and should not be
considered exhaustive:
- failure to meet the required standards of work performance;
- poor time keeping; failure to keep records relating to your
working time as required by the Company;
- smoking in "No Smoking" areas within the work-place;
- falsification of records; failure to comply with the Company's
health and safety policy;
- unauthorised use of Company property;
- unauthorised disclosure of confidential information;
- insubordination.
20.2 Examples of gross misconduct are serious incidents of any of the
matters listed above and, by way of further example, the following:
- acts of discrimination or harassment;
- theft or dishonesty:
- disorderly conduct including fighting or threatening physical
violence;
- being under the influence of alcohol or illegal drugs during
working hours;
- intentional damage to Company property or that of other
employees;
- failure to comply with the rules of the Financial Services
Authority.
20.3 The Company reserves the right to suspend you from employment with pay
for a reasonable period while investigating any alleged breach of the
Disciplinary Rules.
20.4 If you are disciplined for failure to meet the required standards of
work performance, the Company may move you to suitable alternative
work, if this is available.
20.5 If you are found to have committed any act of gross misconduct, the
Company may terminate your employment immediately without notice and
without pay in lieu of notice.
21 RETURN OF COMPANY PROPERTY
When your employment ends, or at any other time if you are requested to
do so, you must return to the Company all property belonging or
relating to the Company.
22 RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT
22.1 In this clause:
22.1.1 "COMPETITION" means participation, whether directly or
indirectly and in any capacity whatsoever in any business;
(i) that is engaged in the design, development, operation
or promotion of a multi-dealer to client electronic
platform or electronic commerce network (ECN) for
credit product fixed income securities (or other
fixed income instruments) information research,
distribution, trading and/or other transactions; and
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(ii) whose principal business is electronic distribution,
research and/or trading of credit product fixed
income securities;
but does not include:
(iii) your ownership of not more than 1% of the total
outstanding stock of a publicly held company:
(iv) your performance of services for any business to the
extent that such services do not otherwise fall
within paragraphs (i) or (ii) of this subclause
(including, without limitation, your performance of
services for any entity which has a division or
business unit engaging in competition with the
Company's business, if such performance does not in
any capacity, directly or indirectly, involve work
with or assistance to such division or business
unit); or
(v) any activity engaged in by you with the prior written
approval of the Board (such approval not to be
reasonably withheld).
22.1.2 "DEMONSTRABLE STEPS" means any steps the Company has taken in
actively and directly seeking to supply its services to any
person during the last 12 months of your service.
"RESTRICTED PERIOD" means the period of 6 months less any Garden Leave
Period imposed by the Company under clause 19 commencing on the
Termination Date.
22.2 The Company may, in its absolute discretion, require you to comply with
any or all of the provisions in clause 22.3 during the Restricted
Period. The Company will inform you that it has exercised this
discretion prior to the Termination Date.
22.3 You are likely to obtain trade secrets and confidential information and
personal knowledge of and influence over clients and employees of the
Group during the course of the Employment. To protect these interests
of the Company, you agree with the Company that should it exercise its
discretion under clause 22.2 you will be bound by the following
covenants:
22.3.1 During the Restricted Period you will not be employed in, or
carry on for your own account or for any other person, whether
directly or indirectly (or be a director of any company
engaged in), any business which is or which you would
reasonably expect to be in Competition with any business of
the Company or any other Group Company being carried on by
such company at the Termination Date provided you were
materially concerned or connected with, or had material
knowledge (not available in the public domain) of, that
business at any time during the last 12 months of your service
with the Company.
22.3.2 During the Restricted Period you will not (either on your own
behalf or for or with any other person), whether directly or
indirectly, canvass or solicit in Competition with the Company
or any other Group Company the custom of any person who at any
time during the last 12 months of your service with the
Company was a client of, or in the habit of dealing with, the
Company or (as the case may be) any other Group Company, or in
relation to which the Company or any Group Company had taken
Demonstrable Steps, and in respect of which you had access to
confidential information or with whose custom or business you
were personally concerned.
22.3.3 During the Restricted Period you will not (either on your own
behalf or for or with any other person, whether directly or
indirectly), deal with or otherwise accept in Competition with
the Company or any Group Company the custom of any person who
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was at any time during the last 12 months of your service with
the Company a client of, or in the habit of dealing with, the
Company or (as the case may be) any Group Company, or in
relation to which the Company or any Group Company had taken
Demonstrable Steps, and in respect of which you had access to
confidential information or with whose custom or business you
were personally concerned.
22.3.4 During the Restricted Period you will not (either on your own
behalf or for or with any other person, whether directly or
indirectly), entice or try to entice away from the Company or
any other Group Company any person who was a senior employee
of such a company at any time during your last 6 months of
service with the Company and with whom you had worked closely
at any time during that period.
22.4 Should the Company exercise its discretion under clause 22.2, then
during the Restricted Period you will be entitled to receive a payment
equivalent to your salary alone (as set out in clause 9.1) for a period
of 3 months only.
22.5 Each of the paragraphs contained in clause 22.3 constitutes an entirely
separate and independent covenant. If any covenant is found to be
invalid this will not affect the validity or enforceability of any of
the other covenants.
22.6 Following the Termination Date, you will not represent yourself as
being in any way connected with the businesses of the Company or of any
other Group Company (except to the extent agreed by such a company).
22.7 Any benefit given or deemed to be given by you to any Group Company
under the terms of this clause 22 is received and held on trust by the
Company for the relevant Group Company. You will enter into appropriate
restrictive covenants directly with other Group Companies if asked to
do so by the Company.
23 DATA PROTECTION ACT 1998
23.1 For the purposes of the Data Protection Act 1998 you give your consent
to the holding and processing of personal data provided by you to the
Company for all purposes relating to the performance of this contract
including, but not limited to:
- administering and maintaining personnel records;
- paying and reviewing salary and other remuneration;
- undertaking performance appraisals and reviews;
- maintaining sickness and other absence records;
- taking decisions as to your fitness for work;
- providing references and information to future employers, and
if necessary, governmental and quasi-governmental bodies for
social security and other purposes, the Inland Revenue and the
Contributions Agency;
- providing information to future purchasers of the Company or
of the business in which you work; and
- transferring information concerning you to a country or
territory outside the EEA.
23.2 You acknowledge that during your Employment you will have access to and
process, or authorise the processing of, personal data and sensitive
personal data relating to employees,
Contract of Employment
MarketAxess Europe Limited and Iain Baillie
12
customers and other individuals held and controlled by the Company. You
agree to comply with the terms of the Act in relation to such data.
24 PERSONAL ACCOUNT TRANSACTIONS
You acknowledge that the Company has drawn to your attention its
written notice setting out the restrictions upon the Company's
employees undertaking personal account transactions, as defined in the
Financial Services Authority Handbook (the "RESTRICTIONS"). You
acknowledge that the Restrictions will apply to you. You will comply
with the Restrictions for the duration of this agreement.
25 OFFERS ON LIQUIDATION
25.1 You will have no claim against the Company if your Employment is
terminated by reason of liquidation in order to reconstruct or
amalgamate the Company or by reason of any reorganisation of the
Company; and
25.2 you are offered employment with the company succeeding to the Company
upon such liquidation or reorganisation; and
25.3 the new terms of employment offered to you are no less favourable to
you than the terms of this Agreement.
26 STATUTORY PARTICULARS
This contract and the attached appendix contain the written particulars
of employment which you are entitled to receive under the Employment
Rights Act 1996.
27 WHOLE AGREEMENT
This contract supersedes any previous arrangements, whether oral or in
writing, between the Company and you in relation to the matters dealt
with in it. It contains the whole agreement between the Company and you
relating to your employment at the date the contract was entered into
(except for those terms implied by law which cannot be excluded by the
agreement of the parties).
28 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this contract has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of
this contract but this does not affect any right or remedy of the third
party which exists apart from that Act.
29 WAIVER
29.1 Neither party's rights or powers under this agreement will be affected
if:
29.1.1 one party delays in enforcing any provision of this agreement;
or
29.1.2 one party grants time to the other party.
29.2 If either party agrees to waive his rights under a provision of this
agreement, that waiver will only be effective if it is in writing and
it is signed by him. A party's agreement to waive any breach of any
term or condition of this agreement will not be regarded as a waiver of
any subsequent breach of the same term or condition or a different term
or condition.
Contract of Employment
MarketAxess Europe Limited and Iain Baillie
13
30 GOVERNING LAW
This contract will be governed by and construed in accordance with
English law. The Company and you submit to the exclusive jurisdiction
of the English Courts in relation to any dispute arising in connection
with this contract.
Contract of Employment
MarketAxess Europe Limited and Iain Baillie
14
Signed /s/ Richard M. McVey Date 11 Feb. 2003
------------------------------------
For and on behalf of
MARKETAXESS EUROPE LIMITED
I agree to the above terms and conditions of employment. I am executing this
Agreement as a Deed witnessed by the person named below:
Executed as a Deed /s/ Iain Baillie Date 14th FEB 2003
-------------------------
Iain Baillie
In the presence of:
/s/ David Gibbs Date 14.2.03
- -------------------------------------------
Witness Name: DAVID GIBBS
Contract of Employment
MarketAxess Europe Limited and Iain Baillie
15
APPENDIX 1
The Company is required by law to give you details of the following matters
pursuant to the Employment Rights Act 1996, as amended. These particulars do not
form part of your contract of employment.
DISCIPLINARY AND GRIEVANCE PROCEDURES
The Company's disciplinary and grievance procedures are currently being
finalised. They will subsequently be advised to employees.
Contract of Employment
MarketAxess Europe Limited and Iain Baillie
16