Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
The Severance Protection Agreements have an initial term of 5 years and renew thereafter for successive one-year terms, unless the Company provides written notice of nonrenewal at least 12 months prior to the expiration date of the then-applicable term; provided, that if the agreement is in effect at the time of a Change in Control (as defined in the Severance Protection Agreement), the term shall continue in perpetuity thereafter.
Upon a termination of employment by the Company without Cause (as defined in the
Severance Protection Agreement) prior to a Change in Control or following the
second anniversary of a Change in Control, or upon resignation by the executive
for Good Reason (as defined in the Severance Protection Agreement) following the
second anniversary of a Change in Control, the executive shall receive the
following: (i) a severance payment equal to 1.0 times the sum of (x) executive's
base salary (as in effect on the termination date, or if greater, as of
immediately prior to the Change in Control) plus (y) the average of the annual
cash bonuses earned by and payable to the executive for the three years
preceding the year in which the termination date occurs (or, if greater, the
three years preceding the year in which a Change in Control occurs), payable in
regular installments over 12 months; (ii) a pro-rata bonus payment for the year
of termination equal to the average of the annual cash bonuses earned by and
payable to the executive for the three years preceding the year in which the
termination date occurs (or, if greater, the three years preceding the year in
which a Change in Control occurs), prorated based on the number of days worked
during the year in which termination occurs, payable in a lump sum; (iii) to the
extent earned but not paid, the annual bonus for the year preceding the year in
which the termination date occurs, generally payable at the same time as other
bonuses to senior executives; (iv) under the
Upon a termination of employment by the Company without Cause or resignation by the executive for Good Reason within two years following a Change in Control, the executive shall receive the following: (i) a severance payment equal to 1.5 times the sum of (x) executive's base salary (as in effect on the termination date, or if greater, as of immediately prior to the Change in Control) plus (y) the average of the annual cash bonuses earned by and payable to the executive for the three years preceding the year in which the termination date occurs (or, if greater, the
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three years preceding the year in which a Change in Control occurs), payable in
a lump sum; (ii) a pro-rata bonus payment for the year of termination equal to
the average of the annual cash bonuses earned by and payable to the executive
for the three years preceding the year in which the termination date occurs (or,
if greater, the three years preceding the year in which a Change in Control
occurs), prorated based on the number of days worked during the year in which
termination occurs, payable in a lump sum; (iii) to the extent earned but not
paid, the annual bonus for the year preceding the year in which the termination
date occurs, generally payable at the same time as other bonuses to senior
executives; (iv) under the
Upon a termination of employment due to death or disability, the executive shall
receive the following: (i) a severance payment equal to 0.5 times the sum of
(x) executive's base salary (as in effect on the termination date, or if
greater, as of immediately prior to the Change in Control) plus (y) the average
of the annual cash bonuses earned by and payable to the executive for the three
years preceding the year in which the termination date occurs (or, if greater,
the three years preceding the year in which a Change in Control occurs), payable
in a lump sum; (ii) a pro-rata bonus payment for the year of termination equal
to 0.5 times the average of the annual cash bonuses earned by and payable to the
executive for the three years preceding the year in which the termination date
occurs (or, if greater, the three years preceding the year in which a Change in
Control occurs), prorated based on the number of days worked during the year in
which termination occurs, payable in a lump sum; (iii) to the extent earned but
not paid, the annual bonus for the year preceding the year in which the
termination date occurs, generally payable at the same time as other bonuses to
senior executives; (iv) under the
The US Severance Protection Agreement also provides that if any payments or benefits paid or provided to each executive would be subject to, or result in, the imposition of the excise tax imposed by Internal Revenue Code Section 4999, then the amount of such payments will be automatically reduced to the minimum extent necessary such that no portion of the payment is subject to the excise tax, unless the executive would, on a net after-tax basis, receive less compensation than if the payment were not so reduced.
Under the
In connection with entering into the Severance Protection Agreements, each executive also executed a Proprietary Information and Non-Competition Agreement.
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The foregoing description of the Severance Protection Agreements is a summary only and is qualified in its entirety by the full text of the agreements, which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5., and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits: 10.1 Severance Protection Agreement, dated as ofJuly 31, 2020 , by and betweenMarketAxess andTony Delise 10.2 Severance Protection Agreement, dated as ofJuly 31, 2020 , by and betweenMarketAxess andScott Pintoff 10.3 Severance Protection Agreement, dated as ofJuly 31, 2020 , by and betweenMarketAxess andKevin McPherson 10.4 Severance Protection Agreement, dated as ofJuly 31, 2020 , by and betweenMarketAxess andNick Themelis 10.5 MarketAxess Europe Limited Severance Protection Agreement, dated as ofJuly 31, 2020 , by and betweenMarketAxess Europe and Christophe Roupie 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).
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