Exhibit 10.1
INTERACTIVE DATA CORPORATION
2000 LONG-TERM INCENTIVE PLAN
2006 OPTION GRANT CERTIFICATE
(EXECUTIVE LEVEL GRANT)
(NON QUALIFIED STOCK OPTION)
This Option Grant Certificate, together with the summary of grant award
(the "GRANT SUMMARY"), evidences the grant by Interactive Data Corporation (the
"COMPANY") on the date (the "GRANT DATE") that appears on the Grant Summary
presented to the individual (the "GRANTEE") whose name appears on the Grant
Summary, of an Option to purchase, in whole or in part, the specific number of
shares of the Company's common stock ("STOCK") set forth on the Grant Summary
(at the exercise price, vesting schedule and other terms set forth therein),
pursuant to the provisions of the 2000 Long-Term Incentive Plan (the "PLAN") and
on the terms and conditions set forth below.
We collectively refer to the Plan, this Option Grant Certificate, the Grant
Summary and the International Supplement described in Section 14 as the "PLAN
DOCUMENTS". Capitalized terms used herein and not defined herein shall have the
meanings ascribed thereto in Section 4 of this Certificate or the Plan.
The Option evidenced by this Option Grant Certificate is not intended to be
an incentive stock option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended, and any regulations promulgated thereunder (the "CODE").
Except as otherwise indicated by the context, the term "GRANTEE", as used
in connection with this Option Grant Certificate, shall be deemed to include any
person who acquires the right to exercise the Option validly under its terms.
1. Vesting in the Event of a Change in Control.
(i) Notwithstanding the vesting schedule set forth on the Grant Summary,
any unvested Option shall automatically vest and become exercisable immediately
upon termination of the Grantee's employment with the Company and its
subsidiaries (the "COMPANY GROUP") within one (1) year following a Change in
Control (a) by the Company Group (other than for Cause) or (b) by the Grantee
for Good Reason.
(ii) In addition, notwithstanding the vesting schedule set forth on the
Grant Summary, any unvested portion of the Option shall automatically vest and
become exercisable immediately prior to the occurrence of a Change in Control
if, in connection with the Change in Control, shares of Stock will no longer be
listed on a recognized national securities exchange; provided, however, in the
event that in connection with such a Change in Control, the holders of Stock
will receive a cash payment for each share of Stock surrendered pursuant to such
transaction (the "ACQUISITION PRICE"), then the Committee may, in its sole
discretion, provide that any outstanding Option shall terminate immediately upon
consummation of such transaction and that the Grantee shall receive, in exchange
therefore, a cash payment equal to the amount (if any) by which (x) the
Acquisition Price multiplied by the number of shares of Stock subject to such
outstanding Option (whether or not then exercisable), exceeds (y) the aggregate
exercise price of such Option.
2. Termination of Option. The Option shall terminate and no longer be
exercisable on and after the 10th anniversary of the Grant Date (the "GRANT
EXPIRATION DATE") or such earlier times as described in the Plan Documents.
Notwithstanding the forgoing, if the Grant Expiration Date falls on a date that
the primary market on which the Stock trades is closed, the Grant Expiration
Date shall be the last trading date immediately preceding the 10th anniversary
of the Grant Date.
3. Termination of Employment.
(i) Termination for Cause. If the Grantee's employment with the Company
Group is terminated by the Company Group for Cause, the Option (whether or not
vested) shall be cancelled immediately and no longer be exercisable.
(ii) Job Elimination. Upon the Grantee's Job Elimination, provided that the
Grantee signs an agreement and release satisfactory to the Company, the Option
(a) shall immediately vest in full, and (b) shall remain exercisable by the
Grantee in accordance with the Plan Documents until the earlier of (x) 90 days
following the date of the Grantee's termination of employment and (y) the Grant
Expiration Date, following which the Option shall terminate immediately and no
longer be exercisable.
(iii) Death. Upon the Grantee's death the Option (a) shall immediately vest
in full and (b) shall remain exercisable by the Grantee's designated beneficiary
in accordance with the Plan Documents until the earlier of (x) one year
following the Grantee's death and (y) the Grant Expiration Date, following which
the Option shall terminate immediately and no longer be exercisable.
(iv) Resignation; Termination without Cause. Upon the Grantee's resignation
or the termination of the Grantee's employment by the Company Group for any
reason other than Cause, or as a result of a Job Elimination or Retirement, (a)
the unvested portion of the Option shall be cancelled immediately and no longer
be exercisable and (b) the vested portion of the Option shall remain exercisable
by the Grantee in accordance with the Plan Documents until the earlier of (x) 90
days following the date of the Grantee's termination of employment with the
Company Group and (y) the Grant Expiration Date, following which the Option
shall terminate immediately and no longer be exercisable.
4. Defined Terms. For purposes of this Option Grant Certificate the following
terms shall have the meanings ascribed below.
(i) Cause. "CAUSE" shall mean (i) the Grantee's material breach of any term
of any agreement with the Company Group, including without limitation any
violation of confidentiality and/or non-competition agreements; (ii) the
Grantee's conviction for any act of fraud, theft, criminal dishonesty, or any
felony; (iii) the Grantee'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 Grantee'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 Grantee from the
Company Group, to perform his or her reasonably
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assigned material responsibilities to the Company Group. For purposes of (iv),
no act or failure to act by the Grantee shall be considered "willful" unless it
is done, or omitted to be done, in bad faith and without reasonable belief that
the Grantee's action or omission was in the best interests of the Company Group.
(ii) Change in Control. "CHANGE IN CONTROL" shall mean the occurrence of
any of the following events at any time after the Grant Date:
(a) The acquisition by any individual, entity or group (within the
meaning of Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT") or any successor
provisions thereto) of beneficial ownership (as defined in Rule
13d-3 of the Exchange Act or any successor provision thereto),
directly or indirectly, of securities of the Company representing
more than 50% of the combined voting power of the Company's then
outstanding voting securities; provided, however, that for
purposes of this subsection (a), the following acquisitions shall
be disregarded: (x) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company, (y) any acquisition by a
corporation owned directly or indirectly by the stockholders of
the Company in substantially the same proportions as their
ownership of stock of the Company, or (z) any acquisition by
Pearson plc or any of its subsidiaries ("PEARSON");
(b) The consummation of a merger, consolidation, or reorganization of
the Company with or involving any other entity or the sale or
other disposition of all or substantially all of the Company's
assets (any of these events being a "BUSINESS COMBINATION"),
unless, immediately following such Business Combination, at least
one of the following conditions is satisfied:
(x) all or substantially all of the individuals and entities who
were the beneficial owners of the outstanding voting
securities of the Company immediately prior such Business
Combination beneficially own, directly or indirectly, at
least 50% of the combined voting power of the voting
securities of the resulting or acquiring entity in such
Business Combination (which shall include, without
limitation, a corporation which as a result of such Business
Combination owns the Company or substantially all of the
Company's assets either directly or through one or more
subsidiaries) (such resulting or acquiring entity is
referred to herein as the "SURVIVING ENTITY") in
substantially the same proportions as their ownership of the
outstanding voting securities of the Company immediately
prior to such Business Combination, or
(y) Pearson beneficially owns, directly or indirectly, 50% or
more of the combined voting power of the then-outstanding
voting securities of the Surviving Entity; or
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(c) The stockholders of the Company approve a plan of complete
liquidation of the Company.
Notwithstanding the foregoing, a Change in Control will not be deemed to
have occurred with respect to the Grantee if the Grantee is part of a purchasing
group that consummates the Change in Control transaction. The Grantee shall be
deemed "part of a purchasing group" for purposes of the preceding sentence if
the Grantee is either directly or indirectly an equity Grantee 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).
(iii) Good Reason. "GOOD REASON" shall mean any significant diminution in
the Grantee's title, authority, or responsibilities or any reduction in the
Grantee's annual base cash compensation of more than 10%.
(iv) Job Elimination. "JOB ELIMINATION" shall mean termination of the
Grantee's employment with the Company Group as a result of a reduction in force,
job elimination, redundancy or similar event pursuant to which the Grantee is
eligible for benefits under the Company Group's severance policy, program or
practice applicable to the Grantee.
5. Assignment of Company's Rights and Obligations. Except as provided in Section
1(ii) above, in the event of a Change in Control, the Company shall assign this
Option Grant Certificate and the related Grant Summary and all of its rights and
obligations thereunder to the acquiring or surviving entity, such entity shall
assume in writing all of the obligations of the Company relative to the Option,
and the Company (in the event and so long as it remains in business as a going
concern) shall remain liable for the performance of its obligations thereunder
in the event of a failure of the acquiring entity to perform its obligations
thereunder.
6. No Entitlements
(i) No Effect on Compensation. The Option is a discretionary award. The
Plan Documents do not confer on the Grantee 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 Grantee's compensation and bonus. The Option does 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.
(ii) No Right to Future Awards. Neither the Plan Documents nor the grant of
the Option or any other awards confers on the Grantee any right or entitlement
to receive another award under the Plan at any time in the future or with
respect to any future period.
(iii) 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 Grantee's employment, including, without limitation, the
Grantee's status as an "at will"
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employee of the Company Group, if applicable. None of the Plan Documents, the
grant of the Option, nor any action taken or omitted to be taken under the Plan
Documents shall be deemed to create or confer on the Grantee 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 Grantee's employment at
any time (including, without limitation, prior to vesting or settlement).
(iv) Effects of an Employment Contract; Waiver. The Option is awarded by
virtue of the Grantee's employment with, and services performed for, the
appropriate entities within the Company Group. The existence of a contract of
employment between the Grantee and any entity within the Company Group will not
confer upon the Grantee any right or entitlement to participate in the Plan or
to receive awards thereunder, or any expectation that the Grantee might
participate in the Plan or receive additional Plan awards in the future. Whether
or not the Grantee has a contract of employment with any entity within the
Company Group, the Grantee's rights and obligations under the terms of the
Grantee's office or employment shall not be affected by the Grantee'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 Grantee's employment including the
division, subsidiary or department in which the Grantee is employed. By
accepting the Option, the Grantee waives any and all rights to compensation or
damages in consequence of the termination of the Grantee's office or employment
for any reason whatsoever insofar as those rights arise or may arise from the
Grantee's ceasing to have rights under, or be entitled to receive payment in
respect of, the Option 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.
7. Data Protection. To the extent reasonably necessary to administer the Plan
and all the rights attached to the Option, by accepting the Option: (i) the
Grantee acknowledges that the Company may process personal data about the
Grantee, including, but not limited to (a) information concerning the Option and
any changes thereto, (b) other personal and financial data about the Grantee,
and (c) information about the Grantee's participation in the Plan and rights
exercised and the shares of Stock acquired under the Plan from time to time; and
(ii) the Grantee 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 Grantee 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 of the Grantee's country and may not offer as high a level of protection
for personal information as the Grantee's country. The Grantee 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 Grantee from participating in the Plan.
8. Access to Plan/Incorporation by Reference. By accepting the Option, the
Grantee 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
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and all of the terms and provisions of the Plan, as amended from time to time,
are incorporated herein by reference, and the Option is subject to such terms
and provisions in all respects. In the event of any conflict or inconsistency
between the Plan and this Option Grant Certificate or the International
Supplement, the Plan shall govern and this Option Grant Certificate or the
International Supplement, as applicable shall be interpreted to minimize or
eliminate any such conflict or inconsistency. The Grantee further acknowledges
that the Option will be subject to any rules or regulations with respect to the
administration of the Plan as may be adopted by the Company.
9. Exercise of Option / Tax Withholding.
(i) Form of Exercise. At any time when the Grantee wishes to exercise the
Option, in whole or in part, the Grantee shall transmit to the Company or its
agent notice of exercise in such form as the Committee may determine from time
to time. Each election to exercise the Option shall specify that it relates to
this Option Grant Certificate and to the related Grant Summary. The notice of
exercise must be delivered in accordance with the rules and regulations
determined by the Company and the plan administrator from time to time which may
include an obligation to deliver the notice prior to a specified time on the
Grant Expiration Date. The rules and regulations are available from the
Grantee's applicable human resources contact. The Grantee may purchase less than
the number of shares of Stock covered by the Option, provided that no partial
exercise of the Option may be for a fractional share of stock.
(ii) Payment of Exercise Price and Tax Withholding. As a condition to
exercise, the Grantee shall remit to the Company the full exercise price in
United States dollars or in such other form as permitted under the Plan from
time to time, plus an amount sufficient to satisfy all applicable federal,
state, local and foreign income, social or other applicable payroll withholding
tax obligations that may arise in connection with such exercise (or make
provision satisfactory to the Company for the payment of any such withholding
obligation). The Company shall also have the right to deduct from all cash,
securities and other consideration payable to the Grantee (whether pursuant to
or in connection with the Option or otherwise) any applicable taxes or other
amounts required to be withheld with respect to the Option. The Committee may,
in its sole discretion, permit the Grantee, 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 exercise of the Option
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 Committee may establish from time to time.
In no event shall the Company withhold taxes in excess of the amount required by
applicable laws, rules and regulations.
BY ACCEPTING THE OPTION, THE GRANTEE 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 OPTION GRANT
CERTIFICATE. THE GRANTEE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY
STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. THE GRANTEE
UNDERSTANDS THAT THE GRANTEE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR THE
GRANTEE'S OWN TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS
CONTEMPLATED BY THIS OPTION GRANT CERTIFICATE.
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10. Nontransferability of Option. The Option may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Grantee, either voluntarily
or by operation of law or otherwise, except as provided in the Plan or by will
or the laws of descent and distribution. During the lifetime of the Grantee, the
Option shall be exercisable only by the Grantee.
11. Restriction on Sale. The sale of Stock delivered in connection the exercise
of the Option may be restricted by the Company's Anti-Insider Trading Policy
and/or Equity Interest Policy and any additional or replacement programs. The
Committee shall have the right to impose such restrictions on any Stock acquired
pursuant to the exercise of the Option as it deems necessary or advisable under
applicable federal securities laws, the rules and regulations of any stock
exchange or market upon which such Shares are then listed or traded, and/or any
blue sky or state securities laws applicable to such Stock
12. Stockholders Rights. The Grantee shall have no rights as a stockholder of
the Company with respect to the Option until such time as the exercise price has
been paid, and the shares of stock have been issued and delivered to the
Grantee.
13. Entire Agreement. The Plan Documents constitute the entire agreement between
the parties, and supersede all prior agreements and understandings, relating to
the subject matter hereof.
14. International Supplement. If the Grantee 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 Option depending on the
country in which the Grantee is employed. This Option Grant Certificate should
be read in conjunction with the International Supplement, if applicable, in
order for the Grantee to understand the terms and conditions applicable to the
Option. In the event of any conflict or inconsistency between the International
Supplement and this Option Grant Certificate, the International Supplement shall
govern and this Option Grant Certificate shall be interpreted to minimize or
eliminate any such conflict or inconsistency.
15. No Advice. Nothing in the Plan Documents should be construed as providing
the Grantee with financial, tax, legal or other advice with respect to the
Option or the receipt of Stock in connection therewith. The Company Group
recommends that the Grantee consult with his/her financial, tax, legal and other
advisors to provide advice in connection with the Option.
16. Securities Laws. The Options and this Option Grant Certificate shall be
subject to all applicable laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may be required,
or as the Committee determines are advisable. The Grantee agrees to take all
steps the Company determines are necessary to comply with all applicable
provisions of federal and state securities law in exercising his/her rights
under this Award Agreement.
17. 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.
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18. Waiver. Any provision for the benefit of the Company Group may be waived,
either generally or in any particular instance, by the Company.
19. Binding Effect. This Option Grant Certificate shall be binding upon and
inure to the benefit of the Company and the Grantee and their respective heirs,
executors, administrators, legal representatives, successors and assigns.
20. Notice. All notices required or permitted under the Plan or this Option
Grant Certificate 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. Notice shall be addressed to the
Company at its main address and to the Grantee at the address the Grantee 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 20.
21. Amendment. The Grantee understands and accepts that the benefits granted
under the Plan are entirely at the discretion of the Company and that the
Company retains the right to amend, modify or terminate the Plan 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 Grantee's rights with respect to the Option without the
Grantee'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 Grantee's consent, alter or amend the terms
and conditions of the Option 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 Option is not subject to federal, state,
local or foreign taxes prior to exercise. Any alteration or amendment of the
terms of the Option by the 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 Grantee of any such alteration or amendment as promptly as practicable
after the adoption thereof.
22. Section 409A. As the exercise price of the Option is equal to the Fair
Market Value of a share of Stock on the Grant Date, the Option is intended to be
exempt from Section 409A of the Code and the regulations and guidance
promulgated thereunder ("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 Option
to be subject to additional taxes, accelerated taxation, interest or penalties
under Section 409A, the Company may, in its sole discretion and without the
Grantee'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 22 does not
create an obligation on the part of the Company to modify the Plan Documents and
does not guarantee that the Option will not be subject to interest or penalties
under Section 409A.
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23. Governing Law; Forum Selection. This Option Grant Certificate and the Option
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 Option Grant Certificate 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 Option to the substantive laws of another
jurisdiction. By accepting the Option, the Grantee hereby consents to, and
agrees to submit to, exclusive jurisdiction in the courts of Delaware with
respect to disputes arising out of the Option or the Plan Documents.
INTERACTIVE DATA CORPORATION
STUART J. CLARK
President and Chief Executive Officer
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