Exhibit 99.2
Interactive Data Corporation
2000 Long-Term Incentive Plan
2006 RESTRICTED STOCK UNIT AWARD AGREEMENT
(NON-EMPLOYEE DIRECTOR XXXXX)
AGREEMENT made as of the ____ day of _____________, 2006 (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 Restricted Stock Units Granted.
The Company hereby grants to the Director 2,100 Restricted Stock Units
(the "UNITS"). Each Unit represents the right to receive one (1) Share of the
Company's Common Stock ("STOCK") pursuant to the terms and conditions set forth
in the Plan and this Agreement.
2. Vesting.
(a) Vesting Schedule. The Units will vest (becoming "VESTED UNITS")
on the earliest of the following dates (each a "VESTING DATES"):
(i) 100% on [window period date if possible], 2009, 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 full 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 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
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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 an act
involving moral turpitude which is materially and demonstrably
injurious to the Company; or (iv) the Director's breach of any
fiduciary duty owed to the Company.
(c) Continuous Relationship with the Company Required. A Unit will
not vest unless, at the time of vesting, the Director 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
proportions as their ownership of the
outstanding voting securities of the Company
immediately prior to such Business Combination,
or
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(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 Director if the Director is part of a
purchasing group that consummates the Change in Control transaction. The
Director shall be deemed "part of a purchasing group" for purposes of
the preceding sentence if the Director 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). Moreover, notwithstanding the forgoing, to the extent
that the Units are subject to Section 409A of the Internal Revenue Code
of 1986, as amended (the "CODE") and settlement of the Units will
accelerate upon a Change in Control pursuant to Section 6(c)(ii) of this
Agreement, no events set forth in clauses (a), (b) or (c) above shall
constitute a Change in Control unless such event(s) also constitutes a
"change in ownership", "change in the effective control" or a "change in
the ownership of a substantial portion of the assets" of the Company as
defined under Section 409A of the Code.
4. Dividend Equivalent Rights.
If, prior to the settlement of any Units, dividends are declared with
respect to shares of Stock, the Company will grant the Director additional Units
with a value equal to the dividends the Director would have received if the
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 rounded down to the
nearest whole Unit. Any additional Units granted pursuant to this Section 4
shall be considered additional Units under this Agreement for all purposes, and
shall be subject to the same restrictions and conditions as the original Units
with respect to which they were credited.
5. Restrictions on Transfer.
The Director shall not, 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 ab initio.
6. Settlement of Restricted Stock Units
(a) Settlement Date. Subject to Section 6(c) below, each Vested Unit
will be settled by the delivery of one (1) share of Stock to the
Director (or in the event of the Director's death, to the
Director's estate or designated beneficiary) as soon as
administratively practicable following the applicable Vesting
Date; provided,
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however; that in no event shall settlement occur after March
15th of the year following the year in which the Vesting Date
occurs.
(b) Automatic Settlement of Vested Units Upon Cessation of Public
Trading. If there is an event described in Section 2(a)(iv) of
this Agreement that causes all outstanding Units to vest, all
Units will be automatically settled by delivery of shares of
Stock immediately prior to such event.
(c) Specified Employees. Notwithstanding any provision of this
Agreement to the contrary, if, upon the Director's termination
of service with the Company for any reason, the Company
determines the Director is a "specified employee" (as defined in
Section 409A of the Code) as determined by the Company in
accordance with procedures it adopts from time to time, the
Units may not be settled before the earlier of the first
business day following the date which is six (6) months after
the Director's Separation from Service (as defined in Section
409A of the Code) or, if earlier, the date of the Director's
death. The provisions of this Section 6(c) shall only apply if
required to comply with Section 409A of the Code.
(d) Termination for Cause. If the Director's service as a director
of the Company is terminated for Cause, all Units (including all
unsettled Vested Units) will be automatically and immediately
cancelled.
7. Withholding Taxes.
The Director shall pay to the Company, or make provision satisfactory to
the Committee for payment of, any taxes required by law to be withheld or paid
in connection with the Director's Units no later than the date of the event
creating the tax liability. Except as the otherwise provided in this Agreement,
the Committee may permit the Director to satisfy any tax obligations in whole or
in part by delivery of shares of Stock, including shares acquired in connection
with the settlement of Units creating the tax obligation, valued at their Fair
Market Value; provided, however, that the total tax withholding where Stock is
being used to satisfy such tax obligations cannot exceed the Company's minimum
statutory withholding obligations (based on minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income). Notwithstanding anything herein to the
contrary, the Director's satisfaction of any such tax withholding requirements
shall be a condition precedent to the Company's obligation as may otherwise be
provided hereunder to provide Stock to the Director.
THE DIRECTOR ACKNOWLEDGES THAT HE HAS REVIEWED WITH HIS OWN TAX ADVISORS
THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. THE DIRECTOR IS RELYING SOLELY ON SUCH ADVISORS
AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS
AGENTS. THE DIRECTOR UNDERSTANDS THAT HE (AND NOT THE COMPANY) SHALL BE SOLELY
RESPONSIBLE FOR ANY TAX LIABILITIES THAT MAY ARISE AS A RESULT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
8. Miscellaneous.
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(a) Acquired Rights. This Agreement does not (i) constitute a
contract of employment, (ii) confer upon the Director any right
to continue as a director of the Company, or (iii) affect the
right of the shareholders of the Company to remove or decline to
re-elect the Director to the Board (for any reason or no
reason). The Director understands and accepts that the benefits
granted under the Plan and this Agreement 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 otherwise 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 and
any additional or replacement programs. Moreover, the Company
shall have the right to impose restrictions in such Stock as it
deems necessary or advisable under applicable securities laws or
the rules and regulations of any stock exchange or market upon
which the Stock is listed.
(c) Data Protection.(1) 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 Agreement or the Units and any
changes hereto, (b) other personal and financial data about the
Director, and (c) information about the 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 (x) process any such personal data, and (y) 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 his 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,
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(1) To be discussed.
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administrators, legal representatives, successors and assigns,
subject to the restrictions on transfer set forth in Section 5
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 8(g).
(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) Incorporation by Reference; Entire Agreement. The Director
hereby acknowledges that he has access to a copy of the Plan.
The text and all of the terms and provisions of the Plan, as
amended from time to time, are incorporated in this Agreement by
reference. If there is any inconsistency between the terms of
this Agreement and the Plan, the Plan shall govern. This
Agreement and the Plan constitute the entire agreement between
the parties, and supersede all prior agreements and
understandings, relating to the subject matter of this
Agreement.
(j) Amendment. 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; provided, however, that no such termination,
amendment or modification of the Plan may adversely affect, in
any material respect, the Director's rights under this Agreement
without the Director's consent. Notwithstanding the foregoing,
the Company shall have broad authority to amend this Agreement
without the consent of the Director to the extent it deems
necessary or desirable (i) 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 and regulations, (ii) to take into
account unusual or nonrecurring events or market conditions
(including, without limitation), or (iii) to take into account
significant acquisitions or dispositions of assets or other
property by the Company.
(k) Section 409A. Payments contemplated with respect to the Units
are intended to comply with the short-term deferral exemption
under Section 409A of the Code. Notwithstanding the forgoing, or
any provision of the Plan or this Agreement, if the Company
determines that such exemption is not applicable to the Units,
or any provision of this Agreement or the Plan contravenes
Section 409A of the Code or could cause the Director to incur
any taxes, interest or penalties under Section 409A of the Code,
the Committee may, in its sole discretion and without the
Director's consent, modify such provision to (i) comply with, or
avoid being subject to, Section 409A of the Code, or to avoid
the incurrence of additional
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taxes, interest and penalties under Section 409A of the Code,
and (ii) to maintain, to the maximum extent practicable, the
original intent and economic benefit to the Director of the
applicable provision without materially increasing the cost to
the Company or contravening the provisions of Section 409A of
the Code. This Section 8(k) does not create an obligation on the
part of the Company to modify the Plan or this Agreement and
does not guarantee that the Units will not be subject to
interest and penalties under Section 409A of the Code.
(l) 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
agrees to take all steps the Company determines are necessary to
comply with all applicable provisions of securities laws.
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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