MARKETAXESS HOLDINGS

MKTX
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MARKETAXESS HOLDINGS INC : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

08/04/2020 | 04:35pm

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;



Appointment of Certain Officers; Compensatory Arrangements of Certain



Officers.



On July 31, 2020, MarketAxess Holdings Inc. ("MarketAxess") and MarketAxess
Europe Limited
, a subsidiary of Marketaxess ("MarketAxess Europe," and together
with MarketAxess, the "Company") entered into severance protection agreements (
the "Severance Protection Agreements") with the following executive officers of
the Company: Tony DeLise, Scott Pintoff, Kevin McPherson, Nick Themelis and
Christophe Roupie. The Severance Protection Agreements provide each executive
with severance payments and benefits upon a qualifying termination of
employment, subject to the executive's execution of a waiver and general
release. Tony DeLise, Scott Pintoff, Kevin McPherson and Nick Themelis entered
into the U.S. form of Severance Protection Agreement (the "U.S. Severance
Protection Agreement"), while Christophe Roupie entered into the UK form of
Severance Protection Agreement (the "UK Severance Protection Agreement").



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 U.S. Severance Protection Agreement
only, payment of any COBRA health and welfare premiums for 12 months following
the termination date (or, in lieu thereof, taxable monthly payments in an
after-tax amount equal to such COBRA health and welfare premiums); and (v) with
respect to any then-unvested equity or equity-based incentive awards, (A) any
such award subject solely to time- or service-based vesting shall continue to
become vested, exercisable and payable on the same schedule for 12 months
following the termination date as if the executive had remained actively
employed, and (B) any such award subject to performance-based vesting shall
continue to become vested, exercisable and payable on the same schedule for 12
months following the termination date as if the executive had remained actively
employed (x) based on actual performance for any performance period that is
completed during such 12 month period, or (y) based on target performance level
for any performance period that is not completed during such 12 month period.



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 U.S. Severance Protection Agreement only, payment of
any COBRA health and welfare premiums for 18 months following the termination
date (or in lieu thereof, taxable monthly payments in an after-tax amount equal
to such COBRA health and welfare premiums); and (v) with respect to any
then-unvested equity or equity-based incentive awards, (A) any such award
subject solely to time- or service-based vesting shall immediately vest in full,
and (B) any such award subject to performance-based vesting shall immediately
vest (x) based on actual performance for any performance period that is
completed prior to the executive's termination date, or (y) based on target
performance level for any performance period that is not completed prior to the
executive's termination date.



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 U.S. Severance Protection Agreement only,
payment of any COBRA health and welfare premiums for 12 months following the
termination date (or in lieu thereof, taxable monthly payments in an after-tax
amount equal to such COBRA health and welfare premiums); and (v) with respect to
any then-unvested equity or equity-based incentive awards, (A) 50% of any such
award subject solely to time- or service-based vesting shall immediately vest in
full and the remainder shall be immediately forfeited, and (B) 50% of any such
award subject to performance-based vesting shall immediately vest (x) based on
actual performance for any performance period that is completed prior to the
executive's termination date, or (y) based on target performance level for any
performance period that is not completed prior to the executive's termination
date.



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 UK Severance Protection Agreement with Mr. Roupie, the amount of the
severance payments described above will be reduced by any remuneration paid by
the Company to the executive in respect of the executive's notice of termination
period in accordance with any employment contract with the Company.



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 of July 31, 2020, by and
between MarketAxess and Tony Delise

10.2 Severance Protection Agreement, dated as of July 31, 2020, by and
between MarketAxess and Scott Pintoff

10.3 Severance Protection Agreement, dated as of July 31, 2020, by and
between MarketAxess and Kevin McPherson

10.4 Severance Protection Agreement, dated as of July 31, 2020, by and
between MarketAxess and Nick Themelis

10.5 MarketAxess Europe Limited Severance Protection Agreement, dated as of
July 31, 2020, by and between MarketAxess Europe and Christophe Roupie

104 Cover Page Interactive File (the cover page tags are embedded within the
Inline XBRL document).



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