Exhibit 99.3
Interactive Data Corporation
2000 Long-Term Incentive Plan
2005 DEFERRED STOCK UNIT AWARD AGREEMENT
(NON-EMPLOYEE DIRECTOR XXXXX)
AGREEMENT made as of the ____ day of _____________, 2005 (the "Grant
Date"), between Interactive Data Corporation, a Delaware corporation (the
"Company"), and ________________________ (the "Director"). This Agreement is
subject to the provisions of the Company's 2000 Long-Term Incentive Plan (the
"Plan"), a copy of which is furnished to the Director with this Agreement.
Capitalized terms appearing herein and not otherwise defined shall have the
meanings ascribed to them in the Plan.
For valuable consideration, receipt of which is acknowledged, the parties
hereto agree as follows:
1. Number of Deferred Stock Units Granted.
The Company shall grant to the Director, subject to the terms and
conditions set forth in this Agreement and in the Plan, ______ Deferred Stock
Units of the Company (the "Units"), representing the right to receive Shares of
the Company's Common Stock ("Stock") under the terms and conditions set forth in
the Plan and this Agreement. The Director agrees that the Units shall be subject
to the restrictions on transfer set forth in Section 4 of this Agreement.
2. Vesting.
(a) Vesting Schedule. The Units will vest (becoming "Vested Units") on
the earliest of the following dates (the "Vesting Dates"):
(i) 100% on [window period date if possible], 2008, the third
anniversary of the Grant Date if the Director is a director,
officer or employee of the Company, its Parent or a Subsidiary
on that date;
(ii) a pro-rata percentage of the Units (based on completed months
of service), on the date of the Director's death;
(iii) 100% immediately upon the termination of the Director's
service as a director of the Company for any reason other than
for Cause; or
(iv) if the Director is then a director of the Company, 100%
immediately prior to a Change in Control if, in connection
with the Change in Control the shares of Stock will no longer
be listed on a recognized national securities exchange.
(b) Cause. For purposes of this Agreement, "Cause" shall mean (i) the
Director's material breach of any term of any agreement with the
Company, including without limitation any violation of
confidentiality and/or non-competition agreements; (ii) the
Director's conviction for any act of fraud, theft, criminal
dishonesty, or any felony; (iii) the Director's engagement in
illegal conduct, gross misconduct, or act involving moral turpitude
which is materially and demonstrably injurious to the Company; or
(iv) the Director's breach of any fiduciary duty owed the Company.
(c) Continuous Relationship with the Company Required. A Unit will not
vest unless, at the time of vesting, the Participant is, and has
been at all times since the Grant Date, a director, officer or
employee of the Company.
3. Change in Control
For purposes of this Agreement, 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 Xxxxxxx plc ("Xxxxxxx");
(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
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proportions as their ownership of the outstanding voting securities
of the Company immediately prior to such Business Combination, or
(y) Xxxxxxx beneficially owns, directly or indirectly, 50% or
more of the combined voting power of the then-outstanding voting
securities of the Surviving Entity; or
(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 Participant if the Participant is part
of a purchasing group that consummates the Change in Control transaction.
The Participant shall be deemed "part of a purchasing group" for purposes
of the preceding sentence if the Participant is either directly or
indirectly an equity participant 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).
4. Dividend Equivalent Rights.
With respect to declared dividends, if any, with record dates that occur
prior to the settlement of any Units, the Director will be credited with
additional Units having a value equal to that which the Director would have been
entitled if the Director's unsettled Units had been actual shares of Stock,
based on the Fair Market Value of a share of Stock on the applicable dividend
payment date. Any such additional Units shall be considered Units under this
Agreement and shall also be credited with additional Units as dividends, if any,
are declared, and shall be subject to the same restrictions and conditions as
Units with respect to which they were credited.
5. Restrictions on Transfer.
The Director shall not, whether voluntarily or involuntarily, sell,
assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of
law or otherwise, (collectively "transfer") any Units, or any interest therein,
except as provided in the Plan. Any transfer of the Director's Units made, or
any attachment, execution, garnishment, or lien issued against or placed upon
Units, other than as so permitted, shall be void.
6. Settlement of Deferred Stock Units
(a) Initial Settlement Election Date. Each Vested Unit will be settled
by the delivery of one (1) share of Stock to the Director as soon as
administratively practicable following the date on which the Units
have become Vested Units under Section 2(a) or, if applicable, the
date the Director has elected on the attached Deferred Settlement
Election Form (any such date, the "Initially Elected Settlement
Date").
(b) Subsequent Election. Except for such additional changes in deferral
elections not causing immediate taxation under Section 409A of the
Internal Revenue Code of
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1986, as amended (the "Code"), as are permitted in accordance with
guidance issued by the Internal Revenue Service, the Director may
change the Initially Elected Settlement Date provided that (i) such
subsequent election may not take effect until at least 12 months
after the date on which the election is made; (ii) the settlement
date elected through the subsequent election must be at least 5
years from the Initially Elected Settlement Date; and (iii) the
subsequent election must be made not less than 12 months prior to
the Initially Elected Settlement Date. Any subsequent election will
be subject to the Company's Anti-Xxxxxxx Xxxxxxx Policy.
(c) Automatic Settlement of Vested Units.
(i) Termination other than for Cause. Notwithstanding Section
5(a), if the Director's service on the Board terminates, all
Units that are Vested Units on the date of such termination
will be automatically settled by delivery of shares of Stock
to the Director or in the event of the Director's death, to
the Director's designated beneficiary, as soon as
administratively practicable following such termination date.
(ii) Cessation of Public Trading. All Vested Units will be
automatically settled by delivery of shares of Stock
immediately before a change in control event is expected to
result in Stock no longer being listed on a recognizable
national Securities Exchange, as determined by the Board.
(c) Termination for Cause. If the Director's service as a director of
the Company is terminated for Cause, all Units that are not Vested
Units will be automatically and immediately forfeited.
7. Miscellaneous.
(a) Acquired Rights. This award does not (i) constitute a contract of
employment, (ii) confer upon the Director any right to continue as a
director of the company, (iii) affect the right of the shareholders
of the Company to remove or decline or re-elect the Director to the
Board (for any reason or no reason), (iv) affect the right of the
Board, or (v) entitle the Director to any benefits other than those
granted under the Plan. The Director 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 at any time, in its sole discretion
and, except as may otherwise be provided in the Plan, without
notice.
(b) Restriction on Sale. Sale of Stock delivered in connection with
settlement of Units may be restricted by the Company's Anti-Xxxxxxx
Xxxxxxx Policy and/or Equity Interest Policy.
(c) Data Protection. To the extent reasonably necessary to administer
the Plan: (i) the Company may process personal data about the
Director, including, but not limited to (a) information concerning
this grant and any changes hereto, (b) other personal and financial
data about the Director, and (c) information about the
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Director's participation in the Plan and shares exercised under the
Plan from time to time; and (ii) the Director 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
Director lives, works or is employed, including, without limitation,
to the Company and any of its subsidiaries and agents, including the
outside stock plan administrator as selected by the Company from
time to time, and any other person the Company may deem appropriate
in its administration of the Plan. The Director has the right to
access and correct personal data by contacting a local Human
Resources Representative. 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 Director from participating in the Plan.
(d) Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, and each other provision of
this Agreement shall be severable and enforceable to the extent
permitted by law.
(e) Waiver. Any provision for the benefit of the Company contained in
this Agreement may be waived, either generally or in any particular
instance, by the Board.
(f) Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the Company and the Director and their respective
heirs, executors, administrators, legal representatives, successors
and assigns, subject to the restrictions on transfer set forth in
Section 4 of this Agreement.
(g) Notice. All notices required or permitted hereunder 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, addressed to the other party
hereto at the address shown beneath his or its respective signature
to this Agreement, or at such other address or addresses as either
party shall designate to the other in accordance with this Section
9(e).
(h) Pronouns. Whenever the context may require, any pronouns used in
this Agreement shall include the corresponding masculine, feminine
or neuter forms, and the singular form of nouns and pronouns shall
include the plural, and vice versa.
(i) Entire Agreement. This Agreement and the Plan constitute the entire
agreement between the parties, and supersedes all prior agreements
and understandings, relating to the subject matter of this
Agreement.
(j) Amendment. The Company may terminate, amend, or modify the Plan;
provided, however, that no such termination, amendment or
modification of the Plan may in any way adversely affect the
Director's rights under this Agreement without the Director's
consent. This Agreement may be amended or modified only by a
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written instrument executed by both the Company and the Director.
Notwithstanding the foregoing, if the Company determines that the
award terms could result in adverse tax consequences to the
Director, the Company may amend this Agreement without the consent
of the Director in order to minimize or eliminate such tax
treatment.
(k) Governing Law. This Agreement 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
Agreement shall be construed, interpreted and enforced in accordance
with the internal laws of the State of Delaware without regard to
any applicable conflicts of laws.
The Director hereby acknowledges that he/she has access to a copy of the Plan as
presently in effect. The text and all of the terms and provisions of the Plan,
as amended from time to time, are incorporated herein by reference, and this
award is subject to these terms and provisions in all respects.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
Interactive Data Corporation
By:
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Title:
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Address:
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[Name of Director]
Address:
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