May 22, 2009 MSCI Inc.
Exhibit
10.3
EXECUTION
COPY
May 22, 2009
00 Xxxx
Xxxxxx
Xxx Xxxx,
XX 00000
Attn. Xxxxxxxxx
X. Xxxxxx, General Counsel
Telephone:
(000) 000-0000
Re: Services
Agreement by and between Xxxxxx Xxxxxxx and MSCI Inc.
Ladies
and Gentlemen:
Xxxxxx Xxxxxxx (“Xxxxxx Xxxxxxx”) and MSCI Inc.
(“MSCI” and, together
with Xxxxxx Xxxxxxx, the “Parties”) have entered into a
Services Agreement dated as of November 20, 2007 (the “Services Agreement”), as
amended July 21, 2008. Except as otherwise provided in this letter
agreement (the “Letter
Agreement”), all capitalized terms used without definition herein shall
have the meanings ascribed to them in the Services Agreement.
Xxxxxx Xxxxxxx intends to sell all of
the outstanding shares of Class A common stock, par value $0.01 per shares, of
MSCI and its subsidiaries owned by Xxxxxx Xxxxxxx (the “Sale”, and the date of the
consummation of the disposition of all shares of MSCI Class A Common Stock held
by Xxxxxx Xxxxxxx, the “Sale
Date”).
In connection with the Sale, and
pursuant to, and in accordance with, Section 8.12 of the Services Agreement, by
executing this Letter Agreement the Parties hereby agree that the Schedules are
hereby terminated in their entirety and replaced with the Amended and Restated
Schedules attached to this Letter Agreement.
Except as amended by this Letter
Agreement, all provisions of the Services Agreement and the exhibits thereto
shall remain in full force and effect following the Sale Date unless the
Services Agreement expires or is terminated in accordance with its
terms.
Notwithstanding anything in this Letter
Agreement to the contrary, if the Sale does not occur, this Letter Agreement
shall be of no force and effect.
Please confirm that the foregoing
correctly sets forth the terms of our agreement by executing this Letter
Agreement and returning it to us at the address below.
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XXXXXX
XXXXXXX
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| By: |
/s/
Xxxx Xxxxxxxx
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| Name: |
Xxxx
Xxxxxxxx
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| Title: |
Chief
Financial Officer
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Xxxxxx
Xxxxxxx
0000
Xxxxxxxx
Xxx
Xxxx, XX 00000
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Confirmed,
accepted and agreed to as of the date first written above:
Signature
page to Services Letter Agreement
2
Amended
and Restated Schedules, dated as of May 22, 2009
to the
Services Agreement by and between Xxxxxx Xxxxxxx and MSCI Inc.,
dated as
of November 20, 2007, as amended July 21, 2008
3
Schedule
I: Finance Services
|
Business
Function
|
Finance
Services
|
|
Providing
Party
|
Xxxxxx
Xxxxxxx
|
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Receiving
Party
|
MSCI
|
Description of
Services: Xxxxxx Xxxxxxx will perform the following Services
for MSCI:
|
·
|
Provide
MSCI with information on the OMEGA system in order to enable MSCI to
account for management charges, intercompany interest, intercompany
entries and other charges or
allocations
|
|
·
|
Assist
with bank account and payment processing in
China
|
Duration of Services:
Up to three months, terminable on written notice from MSCI.
4
Schedule II: Legal and
Compliance Services
|
Business
Function
|
Legal
and Compliance Services
|
|
Providing
Party
|
Xxxxxx
Xxxxxxx
|
|
Receiving
Party
|
MSCI
|
Description of
Services: Xxxxxx Xxxxxxx will use good faith reasonable
efforts to perform the following Services for MSCI:
|
·
|
Provide
daily electronic trade reports for all personnel with brokerage accounts
at a Xxxxxx Xxxxxxx entity or outside broker that is included
in the daily electronic trade reports delivered to Designated
Managers
|
Duration of Services:
Up to six months, terminable on written notice from MSCI.
5
