EXHIBIT 10.10
EQUITY
INCENTIVES
LIMITED
PLAN RULES
RULES OF THE INTERACTIVE DATA
CORPORATION UK SAVINGS RELATED
SHARE OPTION PLAN
(The Plan was approved by the Inland
Revenue on 4 January 2002)
EQUITY INCENTIVES LIMITED 35 Vine Street London EC3N 2AA
EQUITY
INCENTIVES
LIMITED
RULES OF THE INTERACTIVE DATA CORPORATION UK SAVINGS RELATED SHARE OPTION PLAN
1. DEFINITIONS
1.1 In these Rules the following words and expressions shall have the
following meanings:
Expression Meaning
"Appropriate Period" the meaning given in paragraph 15(2) of
Schedule 9.
"Approval Date" the date on which the Plan is approved by the
Board of Inland Revenue under Schedule 9.
"Acquisition Price" the price at which each Share subject to an
Option may be acquired on the exercise of that
Option being, subject to Rule 8, the higher of
(a) the nominal value of a share, and
(b) an amount equal to 85% of the Market Value
of a Share on the day the invitation to
apply for that Option was issued pursuant
to Rule 2.
"Associated Company" the meaning that the expression bears in
Paragraph 23 of Schedule 9 by virtue of
Section 187(2) ICTA 1988.
"Auditors" the auditors for the time being of the Company
(acting as experts, not as arbitrators).
"Board" the board of directors for the time being of the
Company or, except in Rule 10.4, a duly
constituted committee thereof.
"Bonus Date" either:
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(a) where pursuant to Rules 2 and 3 the repayment
under the Savings Contract is taken as including
the maximum bonus, the earliest date on which the
maximum bonus is payable, or
(b) under a three year Savings Contract, the earliest
date on which the bonus is payable under the
Savings Contract following 36 monthly payments.
"Company" INTERACTIVE DATA CORPORATION
"Control" has the same meaning as in Section 840 of ICTA 1988.
"Date of Grant" the date on which an Option is, was or may be granted.
"Dealing Day" a day on which the Stock Exchange is open for the
transaction of business.
"Eligible Employee" any director of any Participating Company who is
required to devote to his duties not less than 25 hours
per week (excluding meal breaks), and any employee of
any Participating Company who has either:
(a) on the date of the issue of the relevant
invitations pursuant to Rule 2.1 been such an
employee or director for at least five years (or
such shorter period as the Board may determine)
and is chargeable to tax in respect of his office
or employment whether or not under Case I of
Schedule E, or
(b) is designated (whether individually or otherwise)
by the Board as an eligible employee for the
purposes of this Plan.
"Equity Share Capital" Shares of the Company comprising equity share capital
within the meaning ascribed to that
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expression by Section 744 of the Companies Act 1985
(or, as the Board may determine, under a similar
provision under any equivalent applicable
legislation).
"the Group" the Company and each and every company which is for
the time being a subsidiary.
"ICTA 1988" the Income and Corporation Taxes Act 1988.
"Market Value" on any day when the Shares are listed on the Stock
Exchange the average of the middle market quotations
of a Share as derived from the Official List for the
three immediately preceding Dealing Days, and on any
day when the Shares are not so listed, the market
value of a Share determined in accordance with the
provisions of Part VIII of the Taxation of
Chargeable Gains Act 1992 and agreed for the
purposes of the Plan with the Inland Revenue Shares
Valuation Division (whether specifically or
according to an agreed basis) on or before that day.
"Official List" the Daily Official List of the Stock Exchange.
"Option" a right to subscribe for or otherwise acquire Shares
granted (or to be granted) under the Plan.
"Option holder" the holder of an Option granted under the Plan (or
where the context permits or requires the Personal
Representatives of a deceased Option holder).
"Participating Company" the UK Subsidiary and any other company of which the
Company has Control and which is for the time being
nominated by the Board as a Participating Company.
"Personal Representatives" in relation to an Option holder, the legal personal
representatives of the Option holder (being either
the executors of his Will to whom a valid grant of
probate has been made or if he dies interstate the
duly appointed administrator of his estate) who
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have provided to the Board evidence of their
appointment as such.
"the Plan" this savings-related share option scheme, being the
INTERACTIVE DATA CORPORATION UK SAVINGS RELATED
SHARE OPTION PLAN, constituted and governed by these
rules as from time to time amended.
"Savings Contract" a contract under a certified contractual savings
scheme, within the meaning of Section 326 of ICTA
1988 and which has been approved by the Board of
Inland Revenue for the purposes of Schedule 9.
"Schedule 9" Schedule 9 to ICTA 1988.
"Share" a share of common stock of par value US$0.01 in the
capital of the Company which satisfies the
conditions specified in Paragraphs 10 to 14
inclusive of Schedule 9.
"Specified Age" age 62
"Stock Exchange" The London Stock Exchange PLC.
"Subsidiary" any company which is for the time being a
subsidiary.
"Subsisting Option" an Option (including, as the case may be, a New
Option) which has neither lapsed nor been exercised.
"UK Subsidiary" FT Interactive Data (Europe) Ltd. (company number
949387).
1.2 In this Plan, except insofar as the context otherwise requires:
(a) words denoting the singular shall include the plural and vice
versa,
(b) words denoting the masculine gender shall include the feminine
gender, and
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(c) reference to any enactment shall be construed as a reference to
that enactment as from time to time amended, extended or
re-enacted.
1.3 For the avoidance of doubt the "bonus", "maximum bonus" and "standard
bonus" payments referred to in these Rules are payable under a Savings
Contract and are not payable by the Company.
2. Invitations to Apply for Options
2.1 The Board may on such dates as it shall determine issue or arrange the
issue, after the Approval Date, to every Eligible Employee of an
invitation to apply for the grant of an Option to acquire Shares in the
Company.
2.2 Each invitation shall be in such form, not inconsistent with these Rules,
as the Board shall determine and (unless the Board of Inland Revenue
agree otherwise) shall specify:
(a) the date, being not less than 14 days after the issue of the
invitation, by which an application must be made,
(b) the Acquisition Price (or the method by which the Eligible
Employee will be informed of the Acquisition Price) at which
Shares may be acquired on the exercise of any Option granted in
response to the application,
(c) the maximum permitted aggregate monthly savings contribution,
being the lesser of the maximum specified in Paragraph 24 of
Schedule 9 and such sum (being a multiple of(pound)1 and not less
than(pound)10) as the Board decides shall apply to every Eligible
Employee in respect of that invitation, and
(d) the minimum permitted aggregate monthly savings contribution as
the Board decides shall apply to every Eligible Employee in
respect of that invitation if it is to exceed(pound)5 (being a
multiple of(pound)1 and not more than(pound)10).
2.3 Each invitation shall be accompanied by an application for a Savings
Contract and an application for an Option both of which shall be in such
form, not inconsistent with these Rules, as the Board shall determine and
which (unless the Board of Inland Revenue agree otherwise) shall in some
place provide for the applicant to state:
(a) the monthly savings contribution (being a multiple of(pound)1 and
not less than(pound)5 or such other minimum as may be set out in
the invitation) which he wishes to make under the Savings
Contract,
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(b) that his proposed monthly savings contribution, when added to any
monthly savings contributions then being made under any other
Savings Contract linked to an option granted under the Plan or any
other savings-related share option scheme approved under Schedule
9, will not exceed the maximum permitted aggregate monthly savings
contributions specified in the invitation,
(c) whether, for the purpose of determining the number of Shares over
which an Option is to be granted, the repayment under the Savings
Contract is to be or can be taken as including the maximum bonus,
the standard bonus or no bonus and to authorise the Board to amend
the Savings Contract and/or Savings Contract application as
necessary, in the event of Rule 3 applying.
2.4 Each application shall be deemed to be for an Option over the largest
whole number of Shares (rounded down) which can be bought at the
Acquisition Price with the expected repayment under the related Savings
Contract at the appropriate Bonus Date.
3 SCALING DOWN
If valid applications are received for Options over an aggregate number
of Shares which exceeds the limit determined pursuant to Rule 5.2 below
in respect of that invitation, then the following steps shall be carried
out by the Board successively to the extent necessary to eliminate the
excess (unless the Board modifies or applies them in any other manner as
may be agreed in advance of their application with the Board of Inland
Revenue):
(a) any election for the maximum bonus to be included in the repayment
under the Savings Contract shall be deemed to be an election for
only the standard bonus to be so included;
(b) any election for the standard bonus to be included in the
repayment under the Savings Contract shall be deemed to be an
election for no bonus to be so included;
(c) the excess over (pound)5 (or such other minimum as may have been
set out in the invitation) of the monthly savings contribution
chosen by each applicant shall be reduced pro rata to the extent
necessary;
(d) applications will be selected by lot, each based on a monthly
savings contribution of (pound)5 (or such other minimum as may
have been set out in the invitation) with no bonus included in the
repayment under the Savings Contract.
Each application shall be deemed to have been modified or withdrawn in
accordance with the application of the foregoing provisions and the Board
shall complete each Savings
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Contract and/or Savings Contract application to reflect any reduction in
monthly savings contributions resulting therefrom.
4. GRANT OF OPTIONS
4.1 No later than the thirtieth day following the day on which invitations
were issued pursuant to Rule 2 (or, if the Shares are listed on the Stock
Exchange when invitations are issued, no later than the thirtieth day
following the earliest of the three dealing days referred to in the
definition of Market Value) the Board shall grant or procure the grant of
an Option to each applicant who is still an Eligible Employee and is not
precluded from participation in the Plan by virtue of Paragraph 8 of
Schedule 9 over the number of Shares for which, pursuant to Rule 2.4 and
subject to Rule 3, he is deemed to have applied Provided That if Rule 3
applies this Rule shall take effect with the substitution of "the forty
second day" for "the thirtieth day".
4.2 As soon as possible after Options have been granted the Board shall issue
or arrange the issue of a certificate of option in respect of each Option
in such form, not inconsistent with these Rules, as the Board may
determine. If any such certificate shall be worn out, defaced, destroyed
or lost, it may be renewed on such terms as the Board may reasonably
require.
4.3 No Option may be transferred, assigned or charged. Each Option
certificate shall carry a statement to this effect. Any purported
transfer, assignment or charge shall cause the Option to lapse forthwith.
On the death of an Option holder an Option shall, in accordance with the
Plan, be capable of exercise by his Personal Representatives and nothing
in this Rule 4.3 shall prejudice the release of an Option in accordance
with Rule 7.4.
4.4 Notwithstanding any provision of any other Rules:
(a) the Plan shall not form any part of any contract of employment
between any Participating Company or any other company and any
employee of any such company and the rights and obligations of any
individual under the terms of his office or employment with any
Participating Company or any other company shall not be affected
by his participation in the Plan or any right which he may have to
participate in it and the Plan shall afford such an individual no
additional rights to compensation or damages in consequence of the
termination of such office or employment for any reason,
(b) the Plan shall not confer on any person any legal or equitable
rights (other than any arising from the Options themselves)
against any Participating Company or any other company directly or
indirectly or give rise to any cause of action at law or in equity
against any Participating Company or any other company.
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5. LIMITATIONS ON INVITATIONS AND GRANTS
5.1 No Option shall be granted after the tenth anniversary of the Approval
Date.
5.2 The Board may, before invitations are issued on any occasion, determine a
limit on the number of Shares which are to be available in respect of
that invitation and may make the determination of that limit conditional
on [the Company's Shares first being accepted for admission to be dealt
in on the Alternative Investment Market or such other] objective
criterion as the Board shall decide.
5.3 No Option shall be granted to an Eligible Employee if the monthly savings
contribution under the related Savings Contract, when added to the
monthly savings contributions then being made under any other Savings
Contract, would exceed the maximum specified in Paragraph 24 of Schedule
9.
5.4 Subject to Rule 8 below the aggregate number of Shares that may be the
subject of Options under this Plan shall not exceed 2,000,000 Shares.
6. EXERCISE AND LAPSE OF OPTIONS
6.1 Subject to Rule 9 below any Subsisting Option may be exercised in whole
or in part at any time following the earliest of the following events:
(a) the relevant Bonus Date if, on the day of exercise, the Option
holder is an employee or director of a Participating Company
(b) the death of the Option holder
(c) the Option holder ceasing to be a director or employee of any
Participating Company by reason of injury or disability (as
evidenced to the satisfaction of the Board), redundancy (within
the meaning of the Employment Rights Act 1996) or retirement on
reaching the Specified Age or any other age at which he is bound
to retire in accordance with the terms of his contract of
employment
(d) the Option holder ceasing to be director or employee of any
Participating Company by reason only that:
i. that office or employment is in a company of which the
Company ceases to have Control, or
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ii. that office or employment relates to a business or
part of a business which is transferred to a person
who is neither an Associated Company nor a company
of which the Company has Control
unless such disposal also causes him to cease to be such a
director or employee by reason of redundancy, in which case (c)
above shall apply
(e) the relevant Bonus Date, where an Option holder holds an office or
employment in a company which is not a Participating Company but
which is
i. an Associated Company of the Company, or
ii. a company of which the Company has Control
(f) the Option holder ceasing to be a director or employee of any
Participating Company more than three years after the Date of
Grant of the relevant Option by reason of retiring before reaching
the Specified Age or the age at which he is bound to retire in
accordance with the terms of his contract of employment
(g) an event described in Rule 7 on which the Option becomes
exercisable.
6.2 An Option shall lapse on the earliest of the following events:
(a) except where the Option holder has died, the expiry of six months
following the Bonus Date
(b) where the Option holder died during the six months following the
Bonus Date, the first anniversary of the Bonus Date
(c) where the Option holder has died before the Bonus Date, the first
anniversary of his death
(d) unless the Option holder has died, the expiry of six months after
the Option has become exercisable by virtue of Paragraph (c) of
Rule 6.1
(e) the expiry of six months after the Option has become exercisable
by virtue of Paragraph (d) or (f) of Rule 6.1 or, unless a release
has been effected under Rule 7.4, in accordance with Rule 7 (other
than Rule 7.3)
(f) the Option holder ceasing to be a director or employee of any
Participating Company in circumstances in which the Option does
not become exercisable;
(g) the Option holder being adjudicated bankrupt.
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(h) if an Option has become exercisable because a person has become
bound or entitled to acquire shares in the Company as provided in
Rule 7.3 then, unless a release has been effected under Rule 7.4,
when the person so bound or entitled ceases to be so bound or
entitled.
6.3 If an Option holder gives notice or is deemed to give notice that he
intends to stop paying contributions under his Savings Contract then the
related Option shall lapse.
6.4 If an Option holder continues to be employed by a Participating Company
after the date on which he reaches the Specified Age, he may exercise any
Subsisting Option within six months following that date.
6.5 No person shall be treated for the purposes of this Rule 6 as ceasing to
be employed by a Participating Company until he is no longer employed by
the Company, any Associated Company or a Company of which the Company has
Control.
7. TAKEOVERS AND LIQUIDATIONS
7.1 If any person obtains Control of the Company as a result of making:-
(a) a general offer to acquire the whole of the issued ordinary share
capital of the Company which is made on a condition such that if
it is satisfied the person making the offer will have Control of
the Company, or
(b) a general offer to acquire all the shares in the Company which are
of the same class as the Shares
then any Subsisting Option may be exercised within six months of the time
when the person making the offer has obtained Control of the Company and
any condition subject to which the offer is made has been satisfied.
7.2 If under Section 425 of the Companies Act 1985 (or, as the Board may
determine, under a similar provision under any equivalent applicable
legislation) a Court sanctions a compromise or arrangement proposed for
the purposes of, or in connection with, a scheme for the reconstruction
of the Company or its amalgamation with any other company or companies,
any Subsisting Option may be exercised within six months of the Court
sanctioning the compromise or arrangement.
7.3 If any person becomes bound or entitled to acquire shares in the Company
under Section 428 to 430F of the said Act of 1985 (or, as the Board may
determine, under a similar
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provision under any equivalent applicable legislation) any Subsisting
Option may be exercised at any time when the person remains so bound or
entitled.
7.4 If as a result of the events specified in Rules 7.1 or 7.2 a company has
obtained Control of the Company, or if a company has become bound or
entitled as mentioned in Rule 7.3, the Option holder may, by agreement
with that other company (the "Acquiring Company"), within the Appropriate
Period, release each Subsisting Option (the "Old Option") for an option
(the "New Option") which satisfies the conditions that it;
(a) is over shares in the Acquiring Company or some other company
falling within paragraph (b) or paragraph (c) of Paragraph 10
Schedule 9, which satisfy the conditions specified in Paragraphs
10 to 14 inclusive of Schedule 9;
(b) is a right to acquire such number of such shares as has on
acquisition of the New Option an aggregate Market Value equal to
the aggregate Market Value of the Shares subject to the Old Option
on its release;
(c) has an Acquisition Price per share such that the aggregate price
payable on the complete exercise equals the aggregate price which
would have been payable on the complete exercise of the Old
Option; and
(d) is otherwise identical in terms to the Old Option.
The New Option shall for all other purposes of the Plan, be treated as
having been acquired at the same time as the Old Option.
Where any New Options are granted pursuant to this Rule 7.4, Rules 7, 8,
9, 10.1 and 10.3 to 10.6 shall, in relation to the New Options, be
construed as if reference to the Company and to the Shares were
references to the Acquiring Company or, as the case may be, to the other
company to whose shares the New Options relate, and to the shares in that
other company, but references to Participating Company shall continue to
be construed as if references to the Company (in the definition of
Participating Company) remain references to Interactive Data Corporation.
7.5 If the Company passes a resolution for voluntary winding up, any
Subsisting Option may be exercised within six months of the passing of
the resolution.
7.6 For the purposes of this Rule 7 other than Rule 7.4 a person shall be
deemed to have obtained Control of a Company if he and others acting in
concert with him have together obtained Control of it.
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7.7 Where in accordance with Rule 7.4 Subsisting Options are released and New
Options granted the New Options shall not be exercisable in accordance
with Rules 7.1, 7.2, and 7.3 above by virtue of the event by reason of
which the New Options were granted.
8. VARIATION OF SHARE CAPITAL
8.1 In the event of any variation in the share capital of the Company by way
of capitalisation or rights issue or any consolidation, sub-division or
reduction or otherwise, the number of Shares subject to any Option and/or
the Acquisition Price for each of those Shares and the number of Shares
referred to in Rule 5.4 shall be adjusted in such manner as the Board may
decide and the Auditors confirm in writing to the Board to be fair and
reasonable provided that;
(a) the aggregate amount payable on the exercise of an Option in full
is neither materially changed nor increased beyond the expected
repayment under the Savings Contract at the appropriate Bonus Date
(b) in the case of any Option the exercise of which will or might
involve the issue of a Share to satisfy such Option the
Acquisition Price for a Share is not reduced below its nominal
value
(c) no adjustment shall be made without the prior approval of the
Board of Inland Revenue, and
(d) following the adjustment the Shares continue to satisfy the
conditions specified in Paragraphs 10 to 14 inclusive of Schedule
9.
8.2 New certificates of option may be substituted for existing certificates
of option to reflect any adjustment as aforesaid.
9. MANNER OF EXERCISE OF OPTIONS
9.1 No Option may be exercised by an individual at any time when he is, or by
the Personal Representatives of an individual who at the date of his
death was, precluded by Paragraph 8 of Schedule 9 from participating in
the Plan.
9.2 No Option may be exercised at any time when the shares which may thereby
be acquired are not shares which satisfy the conditions specified in
Paragraphs 10 to 14 inclusive of Schedule 9.
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9.3 An Option may only be exercised over the number of Shares which may be
purchased with the sum obtained by way of repayment under the related
Savings Contract.
9.4 An Option shall be exercised by the Option holder, or as the case may be
his Personal Representatives, giving notice to the Company (or such other
person as the Company shall direct) in writing of the number of Shares in
respect of which he wishes to exercise the Option accompanied by the
appropriate payment (which shall not exceed the sum obtained by way of
repayment under the related Savings Contract) and the relevant
certificate of option. The Board may attach to or include with a
certificate of option issued under the Plan a notice of exercise in such
form, not inconsistent with these Rules, as it may determine.
9.5 Shares shall, unless prohibited by any enactment or regulation for the
time being in force, be allotted and issued and/or caused to be
transferred pursuant to a valid notice of exercise within 30 days of the
date of exercise. Save for any rights determined by reference to a date
preceding the date of allotment or transfer, such Shares shall rank pari
passu with the other Shares of the same class.
9.6 When an Option is exercised only in part, it shall lapse to the extent of
the unexercised balance.
9.7 If and so long as any Shares are admitted to the Official List (including
for this purpose the listing of shares in the Alternative Investment
Market section of the Official List) the Company shall use its best
endeavours to procure that as soon as practicable after the allotment of
Shares pursuant to a valid notice of exercise application shall be made
for the admission of those Shares to the Official List.
10. ADMINISTRATION AND AMENDMENT
10.1 The Plan shall be administered by the Board whose decision on all matters
shall be final (other than in the case of matters to be confirmed by the
auditors of the Company in accordance with the Plan).
10.2 The Board may from time to time amend these Rules provided that:
(a) no amendment may detrimentally affect an Option holder as regards
an Option granted prior to the amendment being made (without the
written consent of the Option holders who if all Subsisting
Options were to be exercised in full would become entitled to not
less than three-quarters of all the Shares which would fall to be
allotted)
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(b) no amendment shall be made which would cause the Plan to cease to
be approved by the Board of Inland Revenue pursuant to Schedule 9;
(c) no amendment shall have effect until approved by the Board of
Inland Revenue;
(d) no amendment may take effect without the approval of the Company's
stockholders at or before the next annual meeting of stockholders
for which the record date is after such Board action if such
stockholder approval is required by any law or regulation or the
rules of any stock exchange or automated quotation system on which
the Shares may then be listed or quoted.
except that the Board may by resolution and without other formality amend
the Plan (such amendments not having effect until approved by the Board
of Inland Revenue) in any respect necessary or expedient to secure and/or
maintain approval of the Plan by the Board of Inland Revenue pursuant to
Schedule 9.
10.3 The cost of establishing and operating the Plan shall be borne by the
Participating Companies in such proportions as the Board shall determine.
10.4 The Board may establish a committee consisting of not less than two Board
members to whom any or all its powers in relation to the Plan may be
delegated. The Board may at any time dissolve the Committee, alter its
constitution or direct the manner in which it shall act.
10.5 Except as may otherwise be provided in these Rules, any notice or other
communication under or in connection with the Plan may be given by a
person either
(a) by personal delivery (and, if to a company, by personal delivery
to its Secretary), (including, for the avoidance of doubt, in the
case of any director or employee of any member of the Group or any
Associated Company by delivery to such person at a place of work),
or
(b) by post by pre-paid envelope (and, if to a company, to its
Secretary or in the case of an individual, either to his last
known home or other personal address or to the address of the
place of business at which he performs the whole or substantially
the whole of the duties of his office or employment) and items so
sent by post shall be deemed to have been duly given 72 hours
after posting, or
(c) in the case of any director or employee of any member of the Group
or any Associated Company by sending a facsimile transmission or
any other electronic communication addressed to such person to a
current facsimile number or electronic communication number (or
equivalent) at the place of work or last known home or other
personal address and if so sent shall be deemed to have been duly
given at the time of transmission.
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Provided That the Board may at its absolute discretion act on any notice
or other communication received by facsimile transmission or any other
form of electronic communication but the Board shall not be responsible
for any loss whatsoever occasioned by so acting.
For the purposes of this Rule 10.5 "Secretary" means in relation to any
company its secretary or such other individual as may from time to time
be nominated by its board of directors for the purpose of receiving
notices and other communications under this Scheme and whose name and
address has been notified to Option Holders.
10.6 The Company shall at all times keep available sufficient authorised and
unissued Shares and/or procure the acquisition of Shares sufficient to
satisfy the exercise to the full extent still possible of all Options
which have neither lapsed nor been fully exercised, taking account of any
other obligations of the Company to issue unissued Shares and for this
purpose any Participating Company may provide money to the trustees of
any trust or any other person to enable them or him directly or
indirectly to acquire Shares to be held for the purposes of the Plan or
enter into any guarantee or indemnity for these purposes to the extent
permitted by Sections 151 to 158 inclusive of the Companies Act 1985 (or,
as the Board may determine, under a similar provision under any
equivalent applicable legislation).
11. TERMINATION
The Board may at any time terminate the Plan and in such event no further
Options shall be granted but the subsisting rights of any Option holder
shall not thereby be prejudiced.
12. PROPER LAW
The Plan and all Options granted under it shall be governed by and
construed in accordance with the law of England and Wales.
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