Exhibit 10.7


 


AMENDED AND RESTATED


LIQUIDNET HOLDINGS, INC.


RESTRICTED STOCK COMPENSATION PLAN


 


Liquidnet
Holdings, Inc. originally adopted and established a restricted stock
compensation plan (the “Plan”) as of May 3, 2006, as amended and restated
effective January 28, 2008.


 


SECTION ONE

DESIGNATION AND PURPOSE OF THE PLAN


 


A.            Designation.   This Plan, as amended and restated herein, is
designated the “Liquidnet Holdings, Inc. Restricted Stock Compensation
Plan.”


 


B.            Purpose.   The purposes of this Plan are to attract and
retain the best available personnel, to increase the stock-based component of Employee,
Non-Employee Director and consultant compensation so as to provide additional
incentives to further align the interests of Employees, Non-Employee Directors
and consultants with stockholders and to promote the success of the Company’s
business.


 


SECTION TWO

DEFINITIONS


 


As used in the
Plan, the following terms mean:


 


A.            “Award” means a share of Restricted Stock
or a Restricted Stock Unit granted hereunder.


 


B.            “Board” means the Board of Directors
of the Company.


 


C.            “Code” means the Internal Revenue
Code of 1986, as amended and the Treasury Regulations promulgated thereunder.


 


D.            “Company” means Liquidnet Holdings,
Inc, a Delaware corporation.


 


E.             “Committee” shall mean the Restricted
Stock Compensation Plan Committee of the Board.


 


F.             “Custodial Account” means
the account described in Section 7(B) herein.


 


G.            “Eligible Person” means any (a) Employee;
(b) Non-Employee Director or (c) consultant or advisor to the Company
or a Subsidiary who may be offered securities pursuant to Form S-8.


 


H.            “Employee” means any person employed
by the Company or any Parent or Subsidiary of the Company.


 

















 


I.              “Fair Market Value” has the
meaning described in Section 5(B) below.


 


J.             “Non-Employee Director”
means a member of the Board who is not an Employee.


 


K.            “Parent” means a “parent
corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code.


 


L.             “Participant” means any Eligible
Person who is granted an Award as provided in this Plan.


 


M.           “Plan” means this Amended and
Restated Restricted Stock Compensation Plan.


 


N.            “Restricted Stock” means
shares of Stock issued or transferred to a Participant subject to forfeiture
and other restrictions set forth in Section 7 of this Plan.


 


O.            “Restricted Stock Unit” means
an unfunded and unsecured promise to deliver to a Participant, shares of Stock subject
to forfeiture and other restrictions set forth in Section 7 of this Plan (“RSU
Stock”).


 


P.             “Stock” means the common
stock of the Company.


 


Q.            “Subsidiary” means a “subsidiary
corporation,” whether now or hereafter existing, as defined in Section 424(f) of
the Code.


 


SECTION THREE

EFFECTIVE DATE, DURATION AND STOCKHOLDER APPROVAL


 


The Plan was
approved by holders of a majority of the outstanding shares of Stock on January 28,
2008 (“Stockholder Approval”) and shall continue for a term of ten (10) years
thereafter unless sooner terminated under Section 17 of the Plan; provided
however that the administration of the Plan shall continue in effect until all
matters relating to Awards previously granted have been settled.


 


SECTION FOUR

ADMINISTRATION OF THIS PLAN


 


A.            Administration of Plan.  This Plan shall be administered by the Committee.  Subject to the provisions of this Plan, the Committee
shall have the power to construe this Plan, to determine all questions arising
thereunder, and to adopt and amend such rules and regulations for the
administration of this Plan as it may deem desirable.  Subject to the provisions of the Plan and
applicable law, the Committee shall have the power, and in addition to other
express powers and authorizations conferred on the Committee by the Plan,
to:  (i) designate Participants; (ii) determine
the number of shares of Restricted Stock to be granted to each Participant; (iii) determine
the terms and conditions of any Award; (iv) appoint such agents as it
shall deem appropriate for the proper administration of the Plan; and (v) make
any other 


 


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determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.  Any decision of the Committee in the
administration of this Plan, as described herein, shall be final and conclusive
and binding upon all parties, including, without limitation, the Company, any
Subsidiary, any Participant, any holder or beneficiary of any Award, and any
shareholder.  The Committee may act only
by a majority of its members in office, except that the members thereof may
authorize any one or more of their number or the Secretary or any other officer
of the Company to execute and deliver documents on behalf of the Committee.


 


B.            Liability of Committee.  No member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any Award hereunder.


 


SECTION FIVE

GRANT OF AWARDS AND LIMITATION OF

NUMBER OF SHARES ISSUABLE UNDER THIS PLAN


 


A.            Grant of Awards to Eligible
Persons.  The Committee may, at any
time and from time to time during the term of this Plan, grant an Award to any Eligible
Person. The Committee shall be under no obligation to grant any Award to any
specific Eligible Person and shall have full discretion to grant Awards of
different amounts of Restricted Stock or Restricted Stock Units to Eligible
Persons who otherwise are similarly situated. Any such grant may, but need not,
contain performance-based conditions to vesting in addition to the normal
vesting conditions set forth in Section 7(C) below.


 


B.            Determination of Fair
Market Value.  The Fair Market Value
of a share of Stock as of any date of determination shall be determined as
follows:


 


(i)           If
the Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or the Nasdaq
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for such date, as reported in The Wall Street Journal or such other source as the Committee
deems reliable.


 


(ii)          If
the Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the average of the high
bid price and low ask price for the Stock on such date; or


 


(iii)         In
the absence of an established market for the Stock, the Fair Market Value of a
share thereof shall be determined in good faith by the Committee in accordance
with applicable regulations under Sections 409A and 422 of the Code.


 


C.            Total Number of Shares.  Subject to any adjustment pursuant to Section 8,
the total number of shares of Stock which may be issued under this Plan is 


 


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3,500,000.  The
maximum number of shares authorized may be increased from time to time by
approval of the Board and, if required pursuant to applicable law or the
applicable rules of any stock exchange, the stockholders of the Company.


 


To the extent
that an Award lapses or the rights of the Participant to whom it was granted
terminate, expire, forfeit or are cancelled for any other reason, in whole or
in part, without the Participant having benefited therefrom, shares of Stock
subject to such Award shall again be available for the grant of an Award under
the Plan.  Shares delivered by the
Company under the Plan may be authorized and unissued Stock, Stock held in the
treasury of the Company or Stock purchased on the open market (including
private purchases) in accordance with applicable securities laws.


 


SECTION SIX

ELIGIBILITY


 


Each Eligible
Person shall be eligible to be considered for the issuance of an Award in
accordance with Section 5.  Each
Award granted under this Plan shall be evidenced by an agreement in such form
as the Committee shall prescribe from time to time in accordance with this Plan
and shall comply with the terms and conditions set forth in Section 7.  Such an agreement shall incorporate the
provisions of this Plan by reference.


 


SECTION SEVEN

RESTRICTIONS ON RESTRICTED STOCK AND RSU STOCK


 


A.            Grant of Award. 
Upon Award grant, the Participant shall execute an Award agreement.  Upon a grant of shares of Restricted Stock,
the Committee shall cause a stock certificate registered in the name of the
Participant to be issued.  Upon the grant
of Restricted Stock Units, the Committee shall establish a bookkeeping account
in the name of the Participant to reflect such Award.


 


B.            Custodial Account. 
The Restricted Stock subject to an Award shall be held by the Company in
a Custodial Account on behalf of the Participant until such time as the Award has
vested pursuant to the terms of Section 7(C) of this Plan.


 


C.            Vesting.  Unless
the Participant’s Award agreement provides otherwise, each Award shall vest upon
(a) the third (3rd) anniversary of the date of the grant of the
Award or, if earlier, (b) the Participant’s death.  The Committee has the authority to modify
such vesting provisions with respect to any particular Award in its sole
discretion from time to time and at any time.


 


Subject to the provisions of Section 7(F) of this Plan, upon
vesting of a Restricted Stock Award, the shares of Restricted Stock will be released
from the Custodial Account and shall be distributed to the Participant within a
reasonable period of time not to exceed ninety (90) days from the date of
vesting and the Custodial Account shall be terminated as to such shares.  Notwithstanding any provision contained
herein, upon vesting of Restricted Stock, the Participant must hold such Restricted
Stock for six (6) 


 


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months and one
(1) day before the Participant is permitted to sell or make any transfer
of such Stock.


 


Subject to the provisions of Section 7(F) of this Plan, upon
vesting of a Restricted Stock Unit Award, the Company shall deliver to the
Participant, without charge, one share of RSU Stock for each vested Restricted
Stock Unit in settlement of such Award.  All
such RSU Stock issuances shall be subject to appropriate federal, state and
local income and employment tax withholding. 
Notwithstanding any provision contained herein, upon vesting of
Restricted Stock Unit, the Participant must hold such RSU Stock for six (6) months
and one (1) day before the Participant is permitted to sell or make any
transfer of such Stock.


 


D.            Forfeiture. 
Notwithstanding the above, unless the Participant’s Award agreement
provides otherwise, if the Participant ceases to be an Eligible Person for any
reason prior to vesting, the Participant shall forfeit the Award and if
applicable, his Custodial Account shall be terminated, and ownership of shares
of Restricted Stock shall revert to the Company.


 


E.             No Assignment. 
No Award granted (or the underlying Stock) issued under the Plan may be
transferred, assigned, pledged, or hypothecated other than by will or by the
laws of descent or as otherwise specifically contemplated by this Plan and the
Award Agreement, and shall not be subject to execution, attachment, or similar
process.  Upon any attempt to so
transfer, assign, pledge, hypothecate, or otherwise dispose of any Award (or shares
of underlying Stock) or of any right or privilege conferred thereby contrary to
the provisions hereof, or upon the levy of any attachment or similar process
upon such rights and privileges, the Participant shall forfeit the Award and
ownership of any Stock with respect thereto shall revert to the Company.


 


F.             Tax Withholding.  Upon the vesting of an Award granted to a
Participant who is an Employee or upon receipt by the Committee of notice in
accordance with Section 12 of this Plan that the Participant has made a Section 83(b) election
with respect to Restricted Stock, the Committee shall provide the Participant
with information concerning the relevant tax withholding obligations of the
Company in respect of the Award and provide the Participant with a reasonable
period of time, as defined by the Committee, to deliver to the Committee a
personal check in the amount necessary to enable the Company to comply with such
tax withholding requirements (or otherwise to make arrangements satisfactory to
the Company to satisfy such withholding obligations). If the Participant does
not deliver such check (or make other satisfactory arrangements) within the
period of time defined by the Committee, then the Committee shall proceed to
withhold from any vested Award such number of shares of Stock as are necessary
to satisfy the Company’s minimum statutory tax withholding requirements.


 


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SECTION EIGHT

CHANGES IN CAPITAL STRUCTURE


 


The maximum number of shares
of Stock which have been authorized for issuance under the Plan shall be
proportionately adjusted, as determined by the Committee in its sole discretion,
(i) for any increase or decrease in the number of issued shares of  Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Stock, or
any other increase or decrease in the number of issued shares of Stock effected
without receipt of consideration by the Company; or (ii) in the event of
any change in applicable laws or any change in circumstances which results in
or would result in any substantial dilution or enlargement of the rights
granted to, or available for, Participants, or which otherwise warrants
equitable adjustment because it interferes with the intended operation of the
Plan.  The conversion of any convertible
securities of the Company shall not be deemed to have been “effected without
receipt of consideration.”  Such adjustment
shall be made by the Committee, whose determination in that respect shall be
final, binding and conclusive.  Except as
expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to any outstanding Award or issuable
hereunder.


 


Notwithstanding the
above, in the event of any of the following:


 


(a)           The Company is merged or consolidated
with another corporation or entity and, in connection therewith, consideration
is received by shareholders of the Company in a form other than stock or other
equity interests of the surviving entity;


 


(b)           All or substantially all of the
assets of the Company are acquired by another person;


 


(c)           The reorganization or liquidation of
the Company; or


 


(d)           The Company shall enter into a
written agreement to undergo an event described in clauses (a), (b) or (c) above,


 


then the Committee may, in its discretion and upon at least 10 days
advance notice to the affected persons, cancel any outstanding Restricted Stock
Awards and cause the holders thereof to be paid, in cash or stock, or any
combination thereof, the value of such Awards based upon the price per share of
Stock received or to be received by other shareholders of the Company in the
event.


 


                Notwithstanding the above, in the event of a merger
of the Company with or into another corporation, or the sale of all or substantially
all of the assets of the Company, each outstanding Restricted Stock Unit shall
be assumed or an equivalent right substituted by the successor or surviving
corporation or a parent or subsidiary of the successor or surviving
corporation, and, subject to Section 7(D), outstanding Restricted Stock
Units shall vest in full as of the earlier to occur of (i) the first
anniversary of the 


 


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closing date of such
transaction and (ii) the date on which such Restricted Stock Units would
otherwise vest; provided, however, that if the consideration received in the
merger or sale of assets is not solely common stock of a successor corporation
or its parent, the Committee may, with the consent of the successor corporation,
provide for the consideration to be received upon the settlement of each
Restricted Stock Units to be solely common stock of the successor corporation
or its parent equal in fair market value to the per share consideration
received by holders of Stock in the merger or sale of assets.


 


The terms of
this Section 8 may be varied by the Committee in any particular Award
agreement.


 


SECTION NINE

RIGHTS AS A STOCKHOLDER


 


The
Participant shall not be entitled to vote the Restricted Stock held by the
Company in the Custodial Account, and shall have no rights as a stockholder (to
vote or otherwise) with respect to Restricted Stock Units.  Cash and non-cash dividends paid with respect
to Restricted Stock held in a Custodial Account shall be permanently retained
by the Company, and no dividends shall be payable with respect to outstanding
Restricted Stock Units.


 


SECTION TEN

TITLE


 


The Restricted
Stock held by the Company in a Custodial Account shall be held in the name of
the Participant.  Such Restricted Stock
shall at all times remain in the Company Custodial Account until it has been (i) forfeited
or (ii) distributed to the Participant. 
The Participant understands and agrees that the Company shall cause the
legends set forth below or legends substantially equivalent thereto, to be
placed upon any certificate(s) evidencing ownership of Restricted Stock or
Stock issued in settlement of a Restricted Stock Unit, together with any other
legends that may be required by the Company or by state or federal securities
laws:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED,
PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE
OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH
OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE
THEREWITH.  THE SHARES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF
FIRST REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF
WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST
REFUSAL ARE BINDING ON TRANSFEREES OF THESE SHARES.”


 


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SECTION ELEVEN

RISK OF LOSS


 


Each
Participant shall assume all risks in connection with any decrease in the value
of any Award granted to the Participant.


 


SECTION TWELVE

NOTICE TO COMPANY


 


A Participant
shall notify the Company immediately if he or she makes an election under Section 83(b) of
the Code or upon the occurrence of any other event resulting in the value of shares
of Restricted Stock being included in the Participant’s gross income prior to
vesting.


 


SECTION THIRTEEN

GENDER


 


Where
applicable in this Plan, words in the feminine shall include the masculine,
words in the neuter shall include the masculine and feminine, and words in the
singular shall include the plural, and vice versa.


 


SECTION FOURTEEN

SUCCESSORS


 


This Plan
shall be binding upon and inure to the benefit of the Company and its subsidiaries,
its successors and assigns and each Participant and his or her heirs, executors,
administrators and legal representatives.


 


SECTION FIFTEEN

NO RIGHT TO CONTINUE AS AN EMPLOYEE, A NON-EMPLOYEE 

DIRECTOR OR CONSULTANT


 


Neither the
Plan, nor the granting of an Award, nor any other action taken pursuant to
Plan, shall constitute or be evidence of any agreement or understanding, express
or implied, that the Company will retain an Employee, a Non-Employee Director or
a consultant for any period of time, or at any particular rate of compensation.  Nothing in this Plan shall in any way limit
or affect the right of the Company, the Board or the stockholders of the
Company to remove any Non-Employee Director, terminate the employment of any
Employee or terminate the services of a Consultant with or without cause.


 


SECTION SIXTEEN

MISCELLANEOUS PROVISIONS


 


A.            Government and Other Regulations.  The obligation of the Company to make payment
or settlement of Awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
government agencies as may be required.  The
Company shall be under no obligation to register 


 


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under the Securities Act of 1933, as amended (the “Act”),
any of the shares of Stock issued, delivered or paid in settlement of an Award under
the Plan.  If Stock awarded under the
Plan may in certain circumstances be exempt from registration under the Act,
the Company may restrict its transfer in such manner as it deems advisable to
ensure such exempt status.


 


The parties
acknowledge and agree that, to the extent applicable, this Agreement shall be
interpreted in accordance with, and the parties agree to use their best efforts
to achieve timely compliance with or exemption from Section 409A of the
Code, and the Department of Treasury Regulations and other interpretive
guidance issued thereunder, including without limitation any such regulations
or other guidance that may be issued after the date hereof (“Section 409A”).  Notwithstanding any provision of this
Agreement to the contrary, in the event that the Company determines that any
amounts payable hereunder would otherwise be taxable to the Participant under Section 409A,
the Company shall use all reasonable good faith efforts to amend the Agreement
to comply with or be exempt from the requirements of Section 409A.  Notwithstanding the foregoing, the
Participant acknowledges that the Company shall have no liability or other
obligation with respect the tax consequences to the Participant in respect of
any Award.


 


B.            Governing Law. 
All matters relating to the Plan or to Awards granted hereunder shall be
governed by the laws of the State of New York, without regard to its principles
of conflict of laws.


 


C.            Titles and Headings.  The titles and headings of the sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles and headings, shall
control.


 


SECTION SEVENTEEN

AMENDMENT AND TERMINATION


 


This Plan may be
terminated, suspended or amended at any time and from time to time by the
Committee as the Committee shall deem advisable; provided, however, that  no such amendment shall be effective without
approval of the stockholders of the Company, if stockholder approval of the
amendment is then required under applicable law or the applicable rule of
any securities exchange.  The Committee
may, to the extent consistent with the terms of any applicable Award agreement,
waive any conditions or rights under, amend any terms of, or alter, suspend,
discontinue, cancel or terminate, any Award; provided, however, that except
pursuant to Section 8 of this Plan, any such waiver, amendment,
alternation, suspension, discontinuance, cancellation or termination that would
impair the rights of any Participant theretofore granted shall not to that
extent be effective without the consent of the affected Participant.


 


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