0001193125-16-482334 Sample Contracts

ANNUAL PERFORMANCE AWARD AGREEMENT FOR PERFORMANCE STOCK UNITS FOR EXECUTIVE OFFICERS UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Annual Performance Award Agreement • February 26th, 2016 • MSCI Inc. • Services-business services, nec • New York
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AWARD AGREEMENT FOR RESTRICTED STOCK UNITS FOR EXECUTIVE OFFICERS UNDER THE MSCI INC. 2007 AMENDED AND RESTATED EQUITY INCENTIVE COMPENSATION PLAN
Award Agreement • February 26th, 2016 • MSCI Inc. • Services-business services, nec • New York
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AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (MSCI reference number IXF_00040) dated as of March 18, 2000 (as previously amended, the “Agreement”) is made by and between MSC1 Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, N.A.) (“Licensee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (internal MSCI reference: IXF_00040) dated as of March 18, 2000 (the “Agreement”) by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, N.A.) (“Licensee”).

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (formerly known as Barclays Global Investors, NA.) (“Licensee”), as previously amended. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement or the *********** (defined below), as the case may be.

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT to the Amendment dated February 21, 2013 (the “Original Amendment”) to the Index License Agreement for Funds dated as of March 18, 2000 with MSCI internal reference DCF_00040 (as previously amended, the “Agreement”) by and between MSCI Inc. (f/k/a Morgan Stanley Capital International Inc.) (“MSCI”) and Black Rack Fund Advisors, a California corporation (as successor to Barclays Global Investors, NA) (“Licensee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Amendment or the Agreement, as the case may be.

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to that certain Amendment (MSCI reference number AMD_00119879.0) dated January 23, 2014 (the “Modification”) to the Index License Agreement for Funds (MSCI reference number IXF_00040) dated as of March 18, 2000 (as previously amended, the “Agreement”) by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Institutional Trust Company, N.A. (formerly known as Barclays Global Investors, N.A.) (“Licensee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Modification or the Agreement, as the case may be.

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (formerly known as Barclays Global Investors, N.A.) (“Licensee”), as previously amended. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement or the November 6 Amendment (defined below), as the case may be.

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (MSCI reference number IXF 00040) dated as of March 18, 2000 (as previously amended, the “Agreement”) is made by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, NA) (“Licensee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (internal MSCI reference: IXF_00040) dated as of March 18, 2000 (the “Agreement”) by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, N.A.) (“Licensee”).

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (internal MSCI reference: IXF_00040) dated as of March 18, 2000 (the “Agreement”) by and between MSCI Inc. (formerly known as Morgan Stanley Capital International, Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, NA.) (“Licensee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (internal MSCI reference: IXF_00040) dated as of March 18, 2000 (the “Agreement”) by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, NA.) (“Licensee”).

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT to the Index License Agreement for Funds (the “Agreement”), dated as of March 18, 2000, by and between MSCI Inc, (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors (as successor to Barclays Global Investors, NA.) (“Licensee”), as previously amended. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (MSCI reference number IXF_00040) dated as of March 18, 2000 (as previously amended, the “Agreement”) is made by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, N.A.) (“Licensee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

Sample 1
February 10, 2016 Robert Qutub RE: Transition and Release Agreement Dear Bob:
Transition and Release Agreement • February 26th, 2016 • MSCI Inc. • Services-business services, nec • New York

This letter sets forth the terms and conditions of our agreement concerning the change of your employment status with MSCI Inc. (the “Agreement”). For purposes of this Agreement and the attached Exhibit “A” (the “Exhibit ‘A’ Release”), “MSCI” shall include MSCI Inc. and any and all parents, subsidiaries, predecessors, successors and affiliate corporations, and its and their respective current and former directors, officers, employees, agents, managers, shareholders, successors, assigns, and other representatives.

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT (this “Amendment” to the Index License Agreement for Funds (internal MSCI reference number DCF_00040) dated as of March 18, 2000 (as previously amended, the “Agreement” is made by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, N.A.) (“Licensee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

Sample 1
AMENDMENT
MSCI Inc. • February 26th, 2016 • Services-business services, nec • New York

AMENDMENT (this “Amendment”) to the Index License Agreement for Funds (MSCI reference number IXF_00040) dated as of March 18, 2000 (as previously amended, the “Agreement” is made by and between MSCI Inc. (formerly known as Morgan Stanley Capital International Inc.) (“MSCI”) and BlackRock Fund Advisors, a California corporation (as successor to Barclays Global Investors, NA) (“Licensee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement

Sample 1
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