EX-10.14.B






Exhibit 10.14(b)




	 	 	 
	

	 	140 Broadway

42nd Floor

New York, NY 10005

Tel (212) 813-6000

Fax (212 813-6340

www.marketaxess.com






December 23, 2008



Mr. T. Kelley Millet

[ * * * ]




Re: Amendment to Employment Agreement




Dear Kelley:



          Reference is hereby made to the letter agreement between you and MarketAxess Holdings Inc.
(the “Company”), dated as of August 21, 2006 (the “Employment Agreement”). Unless
otherwise indicated, any capitalized term used but not defined herein will have the meaning
ascribed to such term in the Employment Agreement. The purpose of this letter is to modify the
Employment Agreement as agreed between you and the Company, including amendments that the parties
agree will be interpreted to comply with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended. Accordingly, the Employment Agreement is hereby amended effective as of
August 21, 2006 as follows:




          1. The first sentence of the second paragraph of Section 2 of the Employment Agreement is
hereby amended in its entirety to provide as follows:





“You will be eligible to receive an annual bonus subject to, and in accordance with, the
Company’s annual performance incentive plan as in effect from time to time.”



          2. Section 4(a) of the Employment Agreement is hereby amended in its entirety to provide as
follows:





     “(a) In the event your employment with the Company pursuant to this Letter Agreement is
terminated outside the Change in Control Protection Period (as defined in Section 4(b)) other
than: (x) by you voluntarily (other than as a result of your resignation for Good Reason); or
(y) by the Company for Cause (as defined in Section 4(d) below), and subject to your executing
and delivering to the Company within 60 days following the date of such termination a fully
effective waiver and general release in substantially the form attached as Exhibit A
hereto (with such changes therein, if any, as are legally necessary at the time of execution
to make it enforceable, the “Release”), which form the Company will provide to you within
seven (7) days following the date of termination, the Company will: (i) continue to pay you
(or, in the event of your death, your estate) in accordance with this Section 4(a) your base
salary for a period of six (6) months commencing on the date set



 









 





Mr. T. Kelley Millet

December 23, 2008

Page 2





forth below in accordance with the usual payroll practices of the Company, but off the
employee payroll; (ii) pay you a cash bonus equal to the average of the annual full-year cash
bonuses you received from the Company for up to three (3) completed calendar years prior to
termination, provided that such amount shall be pro-rated based on the number of days you were
employed by the Company during the calendar year of termination, payable in accordance with
this Section 4(a) in twelve (12) equal semi-monthly installments commencing on the date set
forth below; (iii) pay you any accrued and earned but unpaid annual bonus for the prior
calendar year that would have been paid but for such termination, payable when such annual
bonus would have otherwise been paid in accordance with Section 2 above; and (iv) if you (or
in the event of your death, your spouse or dependents) timely elect to continue health
coverage under the Company’s plan in accordance with COBRA, pay your, your spouse’s and your
dependent’s continuation coverage premiums to the extent, and for so long as you (or, in the
event of your death, your spouse or dependents) remain eligible for such continuation coverage
under the applicable plan and pursuant to applicable law, but in no event for more than six
(6) months from the date of termination. Notwithstanding anything herein to the contrary,
payment of the amounts described in subsections (i), (ii) and (iii) above shall be subject to
the delay provided under Section 8(a), and in the event that such delay does not apply to the
amounts described in subsection (i) and (ii), then the first payments of such amounts will
made on the sixtieth (60th) day after the date of termination, which first payment
will include payment of any amounts that would otherwise be due prior thereto.”



          3. Section 4(b) of the Employment Agreement is hereby amended in its entirety to provide as
follows:





“ (b) In the event your employment with the Company pursuant to this Letter Agreement is
terminated by you for Good Reason (as defined in Section 4(e) below) or other than: (x) by you
voluntarily without Good Reason; (y) as a result of your death; or (z) by the Company for
Cause, in any case, on or within eighteen (18) months after a Change in Control (as defined in
the MarketAxess Holdings Inc. 2004 Stock Incentive Plan) or within three (3) months prior to a
Change in Control that constitutes a Change in Control Event within the meaning of Section
409A of Internal Revenue Code of 1986, as amended (the “Code”), and the regulations
and guidance promulgated thereunder (collectively “Code Section 409A”) (the “Change in
Control Protection Period”), in lieu of the payments and benefits described in Section 4(a),
and subject to your executing and delivering to the Company within 60 days following the date
of such termination a fully effective copy of the Release, which form the Company will provide
to you within seven (7) days following the date of termination, the Company will: (i)
continue to pay you (or, in the event of your death, your estate) in accordance with this
Section 4(b) your base salary for a period of six (6) months commencing on the date set forth
below in accordance with the usual payroll practices of the Company, but off the employee
payroll; (ii) pay you an amount in cash equal to one (1) times the average of the annual
full-year cash bonuses you received from



 









 





Mr. T. Kelley Millet

December 23, 2008

Page 3





the Company for up to the three (3) completed calendar years prior to such termination,
payable in accordance with this Section 4(b) in twelve (12) equal semi-monthly installments
commencing on the date set forth below; (iii) pay you any accrued and earned but unpaid annual
bonus for the prior calendar year that would have been paid but for such termination, payable
when such annual bonus would have otherwise been paid in accordance with Section 2 above; and
(iv) provide you with the benefits described in Section 4(a)(iv) (provided in the manner
described therein) for up to twelve (12) months from the date of termination. Notwithstanding
anything herein to the contrary, payment of the amounts described in subsections (i), (ii) and
(iii) above shall be subject to the delay provided under Section 8(a), and in the event that
such delay does not apply to the amounts described in subsection (i) and (ii), then the first
payments of such amounts will made on the sixtieth (60th) day after the date of
termination, which first payment will include payment of any amounts that would otherwise be
due prior thereto.”



          4. Section 4(f) of the Employment Agreement is hereby amended in its entirety to provide as
follows:





“ (f) Upon termination of your employment for any reason, the Company will have no obligations
under this Letter Agreement other than as provided above and to pay you: (i) any base salary
you have earned and accrued but remains unpaid as of the date of your termination of
employment, paid in accordance with the usual payroll practices of the Company; (ii) any
unreimbursed business expenses otherwise reimbursable in accordance with the Company’s
policies as in effect from time to time, paid in accordance with such policies and Section
8(d) below; and (iii) benefits paid and or provided in accordance with the terms of the
applicable plans and programs of the Company.”



          5. The following sentence is hereby added to the end of Section 6 of the Employment Agreement
to provide as follows:



     “If such reduction is to be effective, the Company Payments shall be reduced in the following
order: (a) any cash severance based on salary or bonus, (b) any other cash amounts payable to
you, (c) any benefits valued as “parachute payments” within the meaning of Code Section
280G(b)(2); (d) acceleration of vesting of any stock option or similar awards for which the
exercise price exceeds the then fair market value, and (e) acceleration of vesting of any
equity not covered by clause (d) above.”



          6. Section 8(a) of the Employment Agreement is hereby amended in its entirety to provide as
follows:





     “(a) Notwithstanding any provision to the contrary in this Letter Agreement, a
termination of your employment will not be deemed to have occurred for purposes of any
provision of this Letter Agreement providing for the payment of any amounts or benefits upon
or following a termination of employment unless such termination is also a



 









 





Mr. T. Kelley Millet

December 23, 2008

Page 4





“separation from service” (within the meaning of Code Section 409A) and, for purposes of any
such provision of this Letter Agreement, references to a “termination” or “termination of
employment” will mean separation from service. If you are deemed on the date of termination
of your employment to be a “specified employee”, within the meaning of that term under Section
409A(a)(2)(B) of the Code and using the identification methodology selected by the Company
from time to time, or if none, the default methodology set forth in Code Section 409A, then
with regard to any payment or the providing of any benefit that constitutes “non-qualified
deferred compensation” pursuant to Code Section 409A, such payment or benefit will not be made
or provided prior to the earlier of (i) the expiration of the six-month period measured from
the date of your separation from service or (ii) the date of your death. On the first day of
the seventh month following the date of your separation from service or, if earlier, on the
date of your death, all payments delayed pursuant to this Section (whether they would have
otherwise been payable in a single sum or in installments in the absence of such delay) will
be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under
this Letter Agreement will be paid or provided in accordance with the normal payment dates
specified for them herein.”



          7. New Sections 8(c), 8(d), 8(e), 8(f), 8(g) and 8(h) are hereby added to the Employment
Agreement to provide as follows:





“ (c) The parties agree that this Letter Agreement shall be interpreted to comply with Code
Section 409A and all provisions of this Letter Agreement shall be construed in a manner
consistent with the requirements for avoiding taxes or penalties under Code Section 409A. In
no event will the Company be liable for any additional tax, interest or penalties that may be
imposed on you by Code Section 409A or any damages for failing to comply with Code Section
409A or the provisions of this Section 8.




     (d) Any reimbursement of costs and expenses provided for under this Letter Agreement
shall be made no later than December 31 of the calendar year next following the calendar year
in which the expenses to be reimbursed are incurred.




     (e) With regard to any provision herein that provides for reimbursement of expenses or
in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or
in-kind benefits is not subject to liquidation or exchange for another benefit, and (ii) the
amount of expenses eligible for reimbursement, or in-kind benefits, provided during any
taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to
be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be
violated with regard to expenses reimbursed under any arrangement covered by Code Section
105(b) solely because such expenses are subject to a limit related to the period the
arrangement is in effect.




     (f) With regard to any installment payments provided for herein, each installment thereof
shall be deemed a separate payment for purposes of Code Section 409A.



 









 





Mr. T. Kelley Millet

December 23, 2008

Page 5





     (g) Whenever a payment under this Letter Agreement specifies a payment period with
reference to a number of days, the actual date of payment within the specified period shall be
within the sole discretion of the Company.




     (h) To the extent that this Letter Agreement provides for your indemnification by the
Company and/or the payment or advancement of costs and expenses associated with
indemnification, any such amounts shall be paid or advanced to you only in a manner and to the
extent that such amounts are exempt from the application of Code Section 409A in accordance
with the provisions of Treasury Regulation 1.409A-1(b)(10).”



          This letter will serve as an amendment to the Employment Agreement. Accordingly, by signing
this letter, you agree to the amendments to your Employment Agreement set forth herein. All other
terms of the Employment Agreement will remain unchanged and, as amended, the Employment Agreement
will remain in full force and effect. If the terms set forth above accurately reflect the
understanding between you and the Company, please execute a copy of this letter and return it to
acknowledge your agreement to the foregoing.




	 	 	 	 	 
	 	Very truly yours,





MARKETAXESS HOLDINGS INC.

 	 
	 	By:  	/s/ James N.B. Rucker
 	 
	 	 	James N. B. Rucker 	 
	 	 	Chief Financial Officer 	 
	 



	 	 	 
	Accepted and Agreed:
	 	 
	 
	 	 
	/s/ T. Kelley Millet
 

T. Kelley Millet