EX-10.2



 Exhibit 10.2 
  

MARKETAXESS SEVERANCE PAY PLAN 
  

Amended November 21, 2016 







 TABLE OF CONTENTS 

 

									
	 ARTICLE I
	 	 -
	 	INTRODUCTION	  	 	3	  
	 ARTICLE II
	 	 -
	 	DEFINITIONS AND INTERPRETATIONS	  	 	3	  
	 ARTICLE III
	 	 -
	 	ELIGIBILITY TO PARTICIPATE	  	 	7	  
	 ARTICLE IV
	 	 -
	 	BENEFITS PAYABLE FROM THE PLAN	  	 	8	  
	 ARTICLE V
	 	 -
	 	HOW AND WHEN SEVERANCE WILL BE PAID	  	 	10	  
	 ARTICLE VI
	 	 -
	 	MISCELLANEOUS PROVISIONS	  	 	10	  
	 ARTICLE VII
	 	 -
	 	WHAT ELSE A PARTICIPANT NEEDS TO KNOW ABOUT THE PLAN	  	 	11	  
		 		 	 Claim Procedure
	  	 	11	  
		 		 	 Plan Interpretation and Benefit Determination
	  	 	13	  
		 		 	 Your Rights Under ERISA
	  	 	14	  
		 		 	 Plan Document
	  	 	15	  
		 		 	 Other Important Facts
	  	 	15	  


  
 2 








 MARKETAXESS SEVERANCE PAY PLAN 

(for MarketAxess Holdings, Inc. and participating affiliates) 

ARTICLE I - INTRODUCTION 

MarketAxess Holdings, Inc. (the “Company”) hereby establishes the MarketAxess Severance Pay Plan (the
“Plan”), effective as of November 21, 2016, to provide severance benefits to certain employees of the Company and its participating affiliates who suffer a loss of employment under the terms and conditions set forth in the Plan. The
Plan replaces and supersedes any and all severance plans, policies and/or practices of the Company and its participating affiliates in effect for covered employees prior to November 21, 2016. The Plan is intended to fall within the definition
of an “employee welfare benefit plan” under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended. No employee or representative of the Company, the Employers or any of their affiliates is authorized to
modify, add to or subtract from these terms and conditions, except in accordance with the amendment and termination procedures described herein. 

ARTICLE II - DEFINITIONS AND INTERPRETATIONS 

The following definitions and interpretations of important terms apply to the Plan. 

1. Agreement and General Release. The release executed by an Employee (in a form to be provided to the Employee by the
Plan Administrator, within five days of the Termination Date in its sole and absolute discretion) under which, among other things, the Employee releases and discharges all Employers and related entities (as well as any third party for whom the
employee provides services on the Employer’s behalf) from all claims and liabilities relating to the Employee’s employment with the Employer and/or the termination of the Employee’s employment, including without limitation, claims
under the Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, where applicable, the California Fair
Employment and Housing Act, the California Labor Code Sections 200 et seq., 510 et seq., 970 and 1959 et seq., defamation provisions of California Civil Code Section 44 et seq., and the New York State and City Human Rights Laws (and similar
laws of any other state). 
 2. Cause. Any one of the following reasons for the discharge or other separation of an
Employee from employment with the Employer: 
 (i) any act or omission by the Employee resulting or intended to result in
personal gain at the expense of the Employer; 

  
 3 








 (ii) misconduct by the Employee, including, but not limited to insubordination,
dishonesty, fraud, incompetence, moral turpitude, willful misconduct, failure to abide by the Employers’ policies, rules or procedures, theft, violent acts or threats of violent acts, unauthorized possession of alcohol or controlled substances
on an Employer’s property, use of the Employer’s property, facilities or services for unauthorized or illegal purposes, or refusal to perform his or her duties or responsibilities for any reason other than illness or incapacity; 

(iii) performance of duties for the Employer in a manner deemed by the Employer as materially unsatisfactory; 

(iv) in the case where there is an employment agreement, change in control agreement or similar agreement in effect between the
Employee and the Employer that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies
on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter; or 

(iv) the improper disclosure by the Employee of proprietary or confidential information or trade secrets of the Employer, or
intellectual property that the Employer is under a duty to protect (including software licensed to the Employer under agreements prohibiting disclosure). 

If an Employee is terminated from employment and it is subsequently determined that, by virtue of conduct or circumstances, arising either
before or after the termination, the Employee or former Employee engaged in what would have constituted Cause, the termination will be deemed to have been for Cause, and the individual will be ineligible for benefits under the Plan. In such
circumstances, in the event that Plan benefits have already been paid by the Employer, the Employer shall be entitled to recover any such benefits. 

3. Code. The Internal Revenue Code of 1986, as amended. 

4. Company. MarketAxess Holdings, Inc. 

5. Disability. Total and permanent disability as defined in Section 22(e)(3) of the Code. 

6. Effective Date. November 21, 2016. 

7. Employee. Any active, regular, U.S.-based employee of an Employer and


  
 4 








 
on the Employer’s payroll other than an employee whose terms and conditions of employment are covered by a collective bargaining agreement that does not provide for participation in the Plan
or an employee who is party to a formal or informal written employment agreement with an Employer that either provides for severance or other payments in the event of the individual’s termination of employment or any other separation from
service with the Employer or states that no such payments will be made in that event. Notwithstanding the preceding sentence, “Employee” also does not include any individual (i) designated by the Employer as an independent contractor
and not as an employee at the time of any determination, (ii) being paid by or through a third party agency, (iii) designated by the Employer as a freelance worker and not as an employee at the time of any determination,
(iv) designated by the Employer as an intern, summer intern or consultant, (v) designated by the Employer as a seasonal, occasional, limited duration, leased or temporary employee, during the period the individual is so paid or designated;
any such individual shall not be an Employee even if he or she is later retroactively reclassified as a common-law or other type of employee of the Employer during all or any part of such period pursuant to applicable law or otherwise. 

8. Employer. The Company and each affiliate or subsidiary of the Company that participates in the Plan. As of
November 21, 2016, the Employers are the Company, MarketAxess Corporation and MarketAxess Technologies Inc. 
 9.
Executive Officer of the Company. Any Employee who is an “executive officer” of the Company under Rule 3b-7 promulgated under the Securities Exchange Act of 1934 (as amended), or any Employee designated by the Company’s Board
of Directors (or authorized committee thereof) as an “executive officer” for purposes of the Plan. 
 10.
Participant. An Employee who meets the requirements for eligibility under the Plan, as set forth in Article III of the Plan. An individual shall cease being a Participant once all severance due to such individual under the Plan has been paid
(or, if earlier, upon the death of the Participant) and no person shall have any further rights under this Plan with respect to such former Participant. 

11. Plan Administrator. The Company including such other person or committee appointed from time to time by the Company
to administer the Plan. Until a successor is appointed by the Company, except as otherwise indicated herein, the Head of Human Resources of MarketAxess Corporation has been designated by the Company to act on behalf of the Plan Administrator with
day- to-day matters regarding the Plan. Notwithstanding the foregoing, the Compensation Committee of the Company’s Board of Directors (the “Committee”) shall administer the Plan with respect to any Participant who is an Executive
Officer of the Company. 
 12. Termination Date. The date designated by the Employer for each eligible Employee on
which such Employee will experience a Termination of Employment with such Employer. Notwithstanding the foregoing, with respect to any eligible Employee, the Employer reserves the right, in its sole and absolute discretion, to change a previously
designated Termination Date. 

  
 5 








 13. Termination of Employment. 

A. The termination by an Employer of an Employee’s employment relationship with the Employer as the result of a job
elimination, job discontinuation, office closing, staff reduction, organizational restructuring, or unsatisfactory performance that does not constitute Cause. 

B. Notwithstanding the preceding paragraph, unless otherwise provided herein, a Termination of Employment does not include a
discharge or other separation of employment under any of the following circumstances: 
 (i) for Cause; 

(ii) an Employee’s retirement, voluntary resignation or job abandonment (including, without limitation, the termination of
employment for excess absenteeism); 
 (iii) an Employee’s death or Disability; or 

(iv) the business or a portion of the business of an Employer is (i) sold in whole or in part to another corporation, company
or individual, whether by sale of stock or assets, (ii) merged or consolidated with another corporation, company or individual or is part of a similar corporate transaction or (iii) outsourced to another corporation, company or individual,
and the Employee is offered employment with the purchaser or surviving business or the corporation, company or individual to which the business is outsourced (whether or not he or she accepts any such position with the purchaser, surviving business
or other company or individual) in a position (a) providing a rate of compensation of at least 80% of the Employee’s compensation immediately prior to the occurrence and (b) within 30 miles of the Employee’s current primary
worksite. 
 C. Notwithstanding anything herein to the contrary, with respect to any Employee who is an Executive Officer of
the Company, a Termination of Employment shall include a termination of such Employee’s employment due to death or Disability. 

The determination as to whether a discharge or other separation from service is for Cause or is otherwise described in this
Section will be made by the Plan Administrator, in its sole and absolute discretion, and such determination shall be final and binding on all affected Employees. An Employee’s Termination of Employment shall occur on the last day of his or her
employment with the Employer. 
 14. Week of Base Pay. The Employee’s weekly base salary (prior to tax
withholding) at the time of his or her Termination Date, excluding bonuses, overtime pay, commissions, non-cash compensation, employer contributions to employee benefit 

  
 6 








 
plans, incentive or deferred compensation or any other additional compensation. However, it will include salary reduction contributions made on an Employee’s behalf to any plan of the
Employer under Section 125, 132(f) or 401(k) of the Internal Revenue Code of 1986, as amended. A Week of Base Pay for a part-time Employee shall mean the average weekly pay for the six-month period of payroll immediately preceding the
Employee’s Termination Date (with the same inclusions as for full-time Employees). 
 15. Years of Service. As
of the Employee’s Termination Date, the number of consecutive full twelve (12) month periods since the Employee’s last date of hire by the Employer in which the Employee is paid by the Employer for the performance of services in a
capacity that qualifies such person as an Employee. Years of Service shall be measured in full years and no credit shall be provided for fractions of a Year of Service, except that a partial year of service of at least eleven (11) months shall
be rounded up to a full year. In addition, an Employee who has not completed at least one Year of Service shall be credited with 6 Months of Service if, as of the Employee’s Termination Date, the Employee has completed a consecutive full
six-month period since the Employee’s last date of hire by the Employer in which the Employee is paid by the Employer for the performance of services in a capacity that qualifies such person as an Employee. 

ARTICLE III - ELIGIBILITY TO PARTICIPATE 

1. An Employee becomes a Participant in the Plan and shall be entitled to severance benefits only if he or she: 

(i) Is notified of his/her Termination of Employment, to be effective as of his or her Termination Date; 

(ii) Remains in the continuous employ of an Employer until his or her Termination Date, does not voluntarily terminate employment and is not
involuntarily terminated by the Employer for Cause; 
 (iii) Experiences a Termination of Employment; and 

(iv) Timely returns a signed, dated and notarized original Agreement and General Release as required under section 3 below of this Article III.

 2. Notwithstanding the foregoing, an Employee who is an Executive Officer of the Company may also become a Participant in
the Plan and be entitled to severance benefits if such Employee experiences a Termination of Employment due to death or Disability and complies with section 1(iv) above. 

3. An Employee shall become a Participant and payment of benefits under the Plan will be made if, and only if, within the
60-day period after the Termination Date, the Agreement and General Release is signed and the time for the Employee to revoke the 

  
 7 








 
Agreement and General Release (as set forth in the Agreement and General Release), if any, has expired without the Employee (or the Employee’s estate in the case of death) having revoked
that document (the “Release Effective Date”); provided that if such 60-day period spans two calendar years, the “Release Effective Date” shall not be earlier than the first day of the later calendar year.

ARTICLE IV - BENEFITS PAYABLE FROM THE PLAN 

1. Severance Pay 

Participants shall be entitled to receive severance pay from the Plan in accordance with the following chart: 

 

					
	 Years of Service
	  	Weeks of Base Pay*	 
	 less than 6 Months
	  	 	2	  
	 at least 6 Months but less than 2 Years
	  	 	4	  
	 2 Years
	  	 	8	  
	 3 Years
	  	 	12	  
	 4 Years
	  	 	16	  
	 5 Years
	  	 	20	  
	 6 Years or more
	  	 	24	  

  

	*	Notwithstanding the foregoing, if the Participant is an Executive Officer of the Company, his or her number of Weeks of Base Pay shall be equal to 52 weeks (except that, if such Participant is participating in the Plan
under section 2 of Article III, his or her number of Weeks of Base Pay shall instead be equal to 26 weeks). 


Thus, the maximum severance pay for all Participants under this schedule shall be 24 Weeks of Base Pay for Participants who
are not Executive Officers of the Company and 52 Weeks of Base Pay plus the Average Bonus (as defined below) for Participants who are Executive Officers of the Company. All severance pay will be offset by any notice pay to an Employee for periods
(if any) the Employee is permitted to continue employment following notice of termination. 
 Any Participant who is an
Executive Officer of the Company shall be entitled to receive an additional severance payment equal to one (1) times (or one-half (0.5) times, if such Participant is participating in the Plan under section 2 of Article III) the average of the
annual full-year cash bonuses received by the Participant from the Company for the three (3) completed calendar years prior to termination (the “Average Bonus”). 

2. Continued Health Benefits 

The group medical and dental insurance coverages of a Participant (and his or her covered eligible dependents) in effect on
the Participant’s Termination Date will be continued in accordance with, and to the extent permitted by, the terms of the applicable plans of the Employer (or affiliate) (or, if not so permitted, pursuant and subject to the


  
 8 








 
terms of COBRA, as defined below) for a period equal to the number of Weeks of Base Pay for which the Employee is entitled to severance pay (the “Severance Period”), with the Employer
and the Employee continuing to pay their respective shares of the premiums (in accordance with the respective plans and applicable law, and subject to Employee’s timely completion and submission of the necessary election forms and timely
payment of the employee portion of the applicable premiums); provided that the continuation of such coverage does not violate applicable law or subject Employer to an excise tax under Code Section 4980D or otherwise. 

All provisions of the Participant’s (and his or her dependents’) coverages will be in accordance with the applicable
plan in effect for similarly situated active employees of the Employer (including any applicable co-payments, deductibles and other out-of-pocket expenses) and applicable law. However, the Employer’s obligation to continue such coverage will
end when a Participant becomes covered by health insurance offered by another employer. After the Severance Period, a Participant (and his or her eligible dependents) may be entitled to elect to continue health coverage under the Employer’s
group medical and dental insurance plans on a self-pay basis in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). 

*                    *   
                 * 
 If an Employee is
eligible to receive any severance pay under the Plan, such Employee shall not be entitled to receive any other severance, separation, notice or termination payments or other similar payments on account of his or her employment with any Employer
under any other plan, policy, program or agreement. If, for any reason, an Employee becomes entitled to or receives any other severance, separation, notice or termination payments on account of his or her employment or termination of employment with
any Employer (or any affiliate of an Employer), including, for example, any payments required to be paid to the Participant under any Federal, State or local law (including, without limitation, the Worker Adjustment and Retraining Notification Act)
or pursuant to any agreement (except unemployment benefits payable in accordance with state law and payment for accrued but unused vacation), his or her severance under the Plan will be reduced by the amount of such other payments paid or payable.
An Employee must notify the Plan Administrator if he or she receives or is claiming to be entitled to receive any such payment(s). 

In extraordinary circumstances, an Employer may determine, in its sole discretion, that a Participant shall receive additional
severance benefits, in which case the severance pay shall be the amount explicitly set forth in the Agreement and General Release. 

Severance pay is subject to Federal, state and local income and Social Security tax withholdings and any other withholdings
mandated by law. 

  
 9 








 ARTICLE V - HOW AND WHEN SEVERANCE WILL BE PAID 

Subject to the foregoing and the provisions set forth herein, the aggregate amount of severance (other than the Average Bonus)
will be paid in equal periodic installments on the Employer’s regular payroll dates over the applicable Severance Period, with the first payment commencing as soon as practicable following the Participant’s Release Effective Date. The
Average Bonus will be paid to the applicable Participant in a lump sum payment on the Employer’s first regular payroll date following the Participant’s Release Effective Date. An individual who is receiving severance pay in periodic
installments under the Plan shall not be considered an employee of the Employer for any purpose. 
 In the event that a
Participant dies before receiving all of the payments due to the Participant under the Plan, any remaining amounts will be paid to (i) the appointed administrator, executor or personal representative of the Participant’s estate, or
(iii) if none, to the legal heirs of the deceased. 
 ARTICLE VI - MISCELLANEOUS PROVISIONS 

1. Amendment and Termination. The Company reserves the right, in its sole and absolute discretion, to terminate, amend or modify the
Plan, in whole or in part, at any time and for any reason, by action of the Head of Human Resources of MarketAxess Corporation or the General Counsel or Chief Executive Officer of the Company. If the Plan is terminated, amended or modified, an
Employee’s right to participate in, or to receive benefits under, the Plan may be changed. Unless otherwise specified by the Company in an amendment, amendments made by the Company will apply to all Employers. Notwithstanding the foregoing, any
termination, amendment or modification of the Plan affecting the rights or benefits of any Participant who is an Executive Officer of the Company shall require the approval of the Committee. 

2. No Additional Rights Created. Neither the establishment of this Plan, nor any modification thereof, nor the payment of any benefits
hereunder, shall be construed as giving to any Participant, Employee or other person any legal or equitable right against any Employer or any officer, director or employee thereof; and in no event shall the terms and conditions of employment by an
Employer of any Employee be modified or in any way affected by this Plan. 
 3. Records. The records of an Employer with respect to
Years of Service, employment history, base salary, absences, employee benefits, and all other relevant matters shall be conclusive for all purposes of this Plan. 

4. Construction. The respective terms and provisions of the Plan shall be construed, whenever possible, to be in conformity with the
requirements of ERISA, or any subsequent laws or amendments thereto. To the extent not in conflict with the preceding sentence or another provision in the Plan, the construction and administration of the Plan shall be in accordance with the laws of
the State of New York applicable to contracts made and to be performed within the State of New York (without reference to its conflicts of law provisions). 

  
 10 








 5. Severability. Should any provisions of the Plan be deemed or held to be unlawful or
invalid for any reason, such fact shall not adversely affect the other provisions of the Plan unless such determination shall render impossible or impracticable the functioning of the Plan, and in such case, an appropriate provision or provisions
shall be adopted so that the Plan may continue to function properly. 
 6. Incompetency. In the event that the Plan Administrator
finds that a Participant is unable to care for his or her affairs because of illness or accident, then benefits payable hereunder, unless claim has been made therefor by a duly appointed guardian, committee, or other legal representative, may be
paid in such manner as the Plan Administrator shall determine, and the application thereof shall be a complete discharge of all liability for any payments or benefits to which such Participant was or would have been otherwise entitled under this
Plan. 
 7. Payments to a Minor. Any payments to a minor from this Plan may be paid by the Plan Administrator in its sole and
absolute discretion (a) directly to such minor; (b) to the legal or natural guardian of such minor; or (c) to any other person, whether or not appointed guardian of the minor, who shall have the care and custody of such minor. The
receipt by such individual shall be a complete discharge of all liability under the Plan therefor. 
 8. Plan Not a Contract of
Employment. Nothing contained in this Plan shall be held or construed to create any liability upon any Employer to retain any Employee in its service. All Employees shall remain subject to discharge or discipline to the same extent as if the
Plan had not been put into effect. 
 9. Financing. The benefits payable under this Plan shall be paid out of the general assets of
the applicable Employer. No Participant or any other person shall have any interest whatsoever in any specific asset of any Employer. To the extent that any person acquires a right to receive payments under this Plan, such right shall not be secured
by any assets of any Employer. 
 10. Nontransferability. In no event shall the Company (or any other Employer) make any payment
under this Plan to any assignee or creditor of a Participant, except as otherwise required by law. Prior to the time of a payment hereunder, a Participant shall have no rights by way of anticipation or otherwise to assign or otherwise dispose of any
interest under this Plan, nor shall rights be assigned or transferred by operation of law. 
 ARTICLE VII - WHAT ELSE A PARTICIPANT NEEDS
TO KNOW ABOUT THE PLAN 
 1. Claim Procedure. An Employee may file a written claim with the Plan Administrator
with respect to his or her rights to receive a benefit from the Plan. The Employee will be informed of the decision of the Plan Administrator with respect to the claim within 90 days after it is filed. Under special circumstances, the Plan


  
 11 








 
Administrator may require an additional period of not more than 90 days to review a claim. If that happens, the Employee will receive a written notice of that fact, which will also indicate the
special circumstances requiring the extension of time and the date by which the Plan Administrator expects to make a determination with respect to the claim. If the extension is required due to the Employee’s failure to submit information
necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent until the date on which the Employee responds to the Plan’s request for information. 

The Plan Administrator has the authority to make the initial claim determination. If a claim is denied in whole or in part, or
any adverse benefit determination is made with respect to the claim, the Employee will be provided with a written notice setting forth the reason for the determination, along with specific references to Plan provisions on which the determination is
based. This notice will also provide an explanation of what additional information is needed to evaluate the claim (and why such information is necessary), together with an explanation of the Plan’s claims review procedure and the time limits
applicable to such procedure, as well as a statement of the Employee’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. If an Employee is not notified (of the denial or an
extension) within ninety (90) days from the date the Employee notifies the Plan Administrator, the Employee may request a review of the application as if the claim had been denied. 

If the Employee’s claim has been denied, or an adverse benefit determination has been made, the Employee may request that
the Plan Administrator review the denial. The request must be in writing and must be made within sixty (60) days after written notification of denial. In connection with this request, the Employee (or his or her duly authorized
representative) may (i) be provided, upon written request and free of charge, with reasonable access to (and copies of) all documents, records, and other information relevant to the claim; and (ii) submit to the Plan Administrator written
comments, documents, records, and other information related to the claim. 
 The review by the Plan Administrator will take
into account all comments, documents, records, and other information the Employee submits relating to the claim. The Plan Administrator will make a final written decision on a claim review, in most cases within sixty (60) days after receipt of
a request for a review. In some cases, the claim may take more time to review, and an additional processing period of up to sixty (60) days may be required. If that happens, the Employee will receive a written notice of that fact, which will
also indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to make a determination with respect to the claim. If the extension is required due to the Employee’s failure to submit
information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent to the Employee until the date on which the Employee responds to the Plan’s request for
information. 

  
 12 








 The Plan Administrator has delegated to the General Counsel of the Company the
authority to make the decision on the claim for review. The Plan Administrator’s decision on the claim for review will be communicated to the Employee in writing. If an adverse benefit determination is made with respect to the claim, the notice
will include (i) the specific reason(s) for any adverse benefit determination, with references to the specific Plan provisions on which the determination is based; (ii) a statement that the Employee is entitled to receive, upon request and
free of charge, reasonable access to (and copies of) all documents, records and other information relevant to the claim; and (iii) a statement of the Employee’s right to bring a civil action under Section 502(a) of ERISA. The decision
of Plan Administrator (or its designee) is final and binding on all parties. 
 These procedures must be exhausted before a
Participant (or any beneficiary) may bring a legal action seeking payment of benefits. 
 2. Plan Interpretation and
Benefit Determination. 
 A. The Plan Administrator (or, where applicable, any duly authorized delegee of the Plan
Administrator) shall have the exclusive right, power, and authority, in its sole and absolute discretion, to administer, apply and interpret the Plan and any other documents and to decide all factual and legal matters arising in connection with the
operation or administration of the Plan. 
 B. Without limiting the generality of the foregoing paragraph, the Plan
Administrator (or, where applicable, any duly authorized delegee of the Plan Administrator) shall have the sole and absolute discretionary authority to: 

1. take all actions and make all decisions (including factual decisions) with respect to the eligibility for, and the amount
of, benefits payable under the Plan; 
 2. formulate, interpret and apply rules, regulations and policies necessary to
administer the Plan; 
 3. decide questions, including legal or factual questions, relating to the calculation and payment of
benefits, and all other determinations made, under the Plan; 
 4. resolve and/or clarify any factual or other ambiguities,
inconsistencies and omissions arising under this Plan or other Plan documents; and 
 5. process, and approve or deny,
benefit claims and rule on any benefit exclusions. 
 All determinations made by the Plan Administrator (or, where
applicable, any duly authorized delegee of the Plan Administrator) with respect to any matter arising under the Plan shall be final and binding on the Employers, Employee, Participant, beneficiary, and all other parties affected thereby. 

  
 13 








 3. Your Rights Under ERISA. As a participant in the Plan you are entitled
to certain rights and protections under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). ERISA provides that all Plan participants shall be entitled to: 

Receive Information About Your Plan and Benefits 

Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all
documents governing the Plan, including insurance contracts, and a copy of the latest annual report (Form 5500 Series), if any, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits
Security Administration. 
 Obtain, upon written request to the Plan Administrator, copies of documents governing the
operation of the Plan, including insurance contracts, and copies of the latest annual report (Form 5500 Series), if any, and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies. 

Receive a summary of the Plan’s annual financial report (if any). The Plan Administrator is required by law to furnish
each participant with a copy of this summary annual report. 
 Prudent Actions by Plan Fiduciaries 

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the
operation of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your
employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA. 

Enforce Your Rights 

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to
obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. 

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents
or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide materials and pay you up to $110 a day until you receive
the materials, unless the materials were not 

  
 14 








 
sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal
court. If you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are
successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. 

Assistance with Your Questions 

If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this
statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in
your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about
your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 

4. Plan Document. This document shall constitute both the plan document and summary plan description and shall be
distributed to all Employees in this form. 
 5. Other Important Facts. 

 

			
	OFFICIAL NAME OF THE PLAN:	  	MarketAxess Severance Pay Plan
		
	SPONSOR:	  	 MarketAxess Holdings, Inc.
 299 Park Ave, 10th
Floor
 New York, NY 10171
 (212) 813-6000

		
	EMPLOYER IDENTIFICATION NUMBER (EIN):	  	52-2230784
		
	PLAN NUMBER:	  	701
		
	TYPE OF PLAN:	  	Employee Welfare Severance Benefit Plan
		
	END OF PLAN YEAR:	  	December 31
		
	TYPE OF ADMINISTRATION:	  	Employer Administered


  
 15 









			
	PLAN ADMINISTRATOR:	  	 MarketAxess Holdings Inc.
 299 Park Ave, 10th
Floor
 New York, NY 10171
 (212) 813-6000

		  	 Attn:  Head of Human Resources

          MarketAxess Corporation

		
	EFFECTIVE DATE:	  	November 21, 2016

 The Plan Administrator keeps records of the Plan and is responsible for the administration of
the Plan. The Plan Administrator will also answer any questions you may have about the Plan. 
 Service of legal process may
be made upon the Plan Administrator. 
 No individual may, in any case, become entitled to additional benefits or other
rights under this Plan after the Plan is terminated. Under no circumstances, will any benefit under this Plan ever vest or become nonforfeitable. 

All payments and benefits under the Plan are intended to comply with, or be exempt from, Code Section 409A and the
regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, the Plan shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company or the Employers be liable for any additional
tax, interest or penalty that may be imposed on an Employee by Code Section 409A or any damages for failing to comply with Code Section 409A. 

A termination of employment shall not be deemed to have occurred for purposes of any provision of the Plan providing for the
payment of any amounts or benefits upon or following a termination of employment that are considered “non-qualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service”
within the meaning of Code Section 409A and, for purposes of any such provision of the Plan, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If an
Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under
Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately following the date of the expiration of
the six (6)-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and
benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum and any remaining payments and
benefits due under the Plan shall be paid or provided in accordance with the normal payment dates specified for them herein. 

  
 16 








 For purposes of Code Section 409A, an Employee’s right to receive any
installment payments pursuant to the Plan shall be treated as a right to receive a series of separate and distinct payments. In no event may any Employee, directly or indirectly, designate the calendar year of any payment to be made under the Plan
that is considered nonqualified deferred compensation. 

  
 17