Exhibit 10.9





Exhibit 10.9





RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

MARKETAXESS HOLDINGS INC. 2004 STOCK INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE APRIL 28, 2006)




THIS RESTRICTED
STOCK UNIT AGREEMENT (this “Agreement”), is dated January 19, 2011
(the “Grant Date”) by and between MarketAxess Holdings Inc. (the “Company”) and you
(the “Participant”).



WHEREAS, the Board of Directors of the Company (the “Board”) adopted The MarketAxess
Holdings Inc. 2004 Stock Incentive Plan (Amended and Restated Effective April 28, 2006) (the
“Plan”) which is administered by a Committee appointed by the Company’s Board of Directors
(the “Committee”);



WHEREAS, pursuant to Section 3.3 of the Plan, the Committee has adopted guidelines (the
“Guidelines”) for the grant of restricted stock units (“RSUs”) under the Plan, which constitute an
Other Stock-Based Award under the Plan; and



WHEREAS, the Company, through the Committee, wishes to grant to the Participant RSUs as set forth
below.



NOW, THEREFORE, the Company and the Participant agree as follows:




	1.	 	Grant of RSUs. Subject to the terms and conditions of the Plan, the Guidelines and
this Agreement, on the Grant Date the Company awarded to the
Participant 59,782 RSUs. The RSUs
hereunder are not Deferrable RSUs and are not eligible for deferral under Section 4 of the
Guidelines.
	 
	2.	 	Vesting.






	 	2.1	 	Except as set forth in this Section 2, and notwithstanding anything in the Guidelines
to the contrary (including without limitation Section 3.1 of the Guidelines), the RSUs
shall become vested (but shall remain subject to Section 3 of this Agreement) pursuant to
the following schedule, provided that the Participant has not had a Termination from the
date of grant until the applicable vesting date:





	 	 	 	 	 
	 	 	Incremental Percentage of RSUs	 
	Vesting Date	 	Vested	 
	January 15, 2012
	 	 	12.5	%
	January 15, 2013
	 	 	25.0	%
	January 15, 2014
	 	 	25.0	%
	January 15, 2015
	 	 	25.0	%
	January 15, 2016
	 	 	12.5	%







	 	2.2	 	Notwithstanding Section 2.1 of this Agreement and anything in the Guidelines to the
contrary (including without limitation Sections 3.3 and 3.4(iv) of the Guidelines):






(a) upon the Participant’s death or Disability 50% of any RSUs that are unvested on
the date of the Participant’s death or Disability, as applicable, shall become immediately
vested; and


 


 









 






(b) upon the Participant’s Termination (x) by the Company without Cause, or (y) by the
Participant for Good Reason, any portion of the RSUs that would
have otherwise become vested in (x) the twelve (12) month period following the
date of such Termination if such Termination occurs outside of a Change in
Control Period or (y) the twenty-four (24) month period following the date of
such Termination if such Termination occurs during a Change in Control Period,
shall become immediately vested on the date of such Termination.




“Change in Control Period” means the three (3) month period prior to, and the eighteen
month period following, a Change in Control that constitutes a Change in Control Event
within the meaning of Section 409A of the Code.




	 	2.3	 	Notwithstanding anything herein to the contrary, in the event of the Participant’s
Termination as a result of the Company’s non-extension of the letter agreement between the
Company and the Participant, dated January 19, 2011, in accordance with the terms thereof,
the then unvested portion of the RSUs shall continue to become vested in accordance with
Section 2.1, as if a Termination shall not have occurred.






	 	2.4	 	There shall be no proportionate or partial vesting in the periods prior to each vesting
date and all vesting shall occur only on the appropriate vesting date.






	3.	 	Securities Representations. The grant of the RSUs and any issuance of shares of
Common Stock pursuant to this Agreement are being made by the Company in reliance upon the
following express representations and warranties of the Participant.






The Participant acknowledges, represents and warrants that:




	 	3.1	 	he or she has been advised that he or she may be an “affiliate” within the meaning of
Rule 144 under the Securities Act of 1933, as amended (the “Act”) and in this
connection the Company is relying in part on his or her representations set forth in this
section;






	 	3.2	 	if he or she is deemed an affiliate within the meaning of Rule 144 of the Act, the
Common Stock must be held indefinitely unless an exemption from any applicable resale
restrictions is available or the Company files an additional registration statement (or a
“re-offer prospectus”) with regard to such Common Stock and the Company is under no
obligation to register the Common Stock (or to file a “re-offer prospectus”); and






	 	3.3	 	if he or she is deemed an affiliate within the meaning of Rule 144 of the Act, he or
she understands that the exemption from registration under Rule 144 will not be available
unless (i) a public trading market then exists for the Common Stock, (ii) adequate
information concerning the Company is then available to the public, and (iii) other terms
and conditions of Rule 144 or
any exemption therefrom are complied with; and that any sale of the Common Stock may be
made only in limited amounts in accordance with such terms and conditions.




 


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	4.	 	Not an Employment Agreement. Neither the execution of this Agreement nor the
grant of RSUs hereunder constitute an agreement by the Company to employ or to continue to
employ the Participant during the entire, or any portion of, the term of this Agreement.






	5.	 	Miscellaneous.






	 	5.1	 	This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective heirs, personal legal representatives, successors, trustees,
administrators, distributees, devisees and legatees. The Company may assign to, and
require, any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the Company or any
affiliate by which the Participant is employed to expressly assume and agree in writing to
perform this Agreement. Notwithstanding the foregoing, the Participant may not assign this
Agreement.






	 	5.2	 	This award of RSUs shall not affect in any way the right or power of the Board or
stockholders of the Company to make or authorize an adjustment, recapitalization or other
change in the capital structure or the business of the Company, any merger or consolidation
of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of
the Company, any sale or transfer of all or part of its assets or business or any other
corporate act or proceeding.






	 	5.3	 	The Participant agrees that the award of the RSUs hereunder is special incentive
compensation and that it, any dividends paid thereon (even if treated as compensation for
tax purposes) will not be taken into account as “salary” or “compensation” or “bonus” in
determining the amount of any payment under any pension, retirement or profit-sharing plan
of the Company or any life insurance, disability or other benefit plan of the Company.






	 	5.4	 	No modification or waiver of any of the provisions of this Agreement shall be effective
unless in writing and signed by the party against whom it is sought to be enforced.






	 	5.5	 	This Agreement may be executed in one or more counterparts, all of which taken together
shall constitute one contract.






	 	5.6	 	The failure of any party hereto at any time to require performance by another party of
any provision of this Agreement shall not affect the right of such party to require
performance of that provision, and any waiver by any party of any breach of any provision
of this Agreement shall not be construed as a waiver of any continuing or succeeding breach
of such provision, a waiver of the provision itself, or a waiver of any right under this
Agreement.






	 	5.7	 	The headings of the sections of this Agreement have been inserted for convenience of
reference only and shall in no way restrict or modify any of the terms or provisions
hereof.




 


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	 	5.8	 	All notices, consents, requests, approvals, instructions and other communications
provided for herein shall be in writing and validly given or made when delivered, or on the
second succeeding business day after being mailed by registered or certified mail,
whichever is earlier, to the persons entitled or required to receive the same, at the
addresses set forth at the heading of this Agreement or to such other address as either
party may designate by like notice. Notices to the Company
shall be addressed to the Compensation Committee of the Board with a copy to General
Counsel, MarketAxess Holdings Inc., 299 Park Avenue, 10th Floor, New York, New
York, 10171.






	 	5.9	 	This Agreement shall be construed, interpreted and governed and the legal relationships
of the parties determined in accordance with the internal laws of the State of Delaware
without reference to rules relating to conflicts of law.






	6.	 	Provisions of Plan and Guidelines Control. This Agreement is subject to all the
terms, conditions and provisions of the Plan and the Guidelines, including, without
limitation, the amendment provisions thereof, and to such rules, regulations and
interpretations relating to the Plan and the Guidelines as may be adopted by the Committee
and as may be in effect from time to time. The Plan and the Guidelines are incorporated
herein by reference. A copy of the Plan and the Guidelines have been delivered to the
Participant. If and to the extent that this Agreement conflicts or is inconsistent with
the terms, conditions and provisions of the Plan and the Guidelines, the Plan and the
Guidelines shall control, and this Agreement shall be deemed to be modified accordingly.
Unless otherwise indicated, any capitalized term used but not defined herein shall have the
meaning ascribed to such term in the Plan or the Guidelines. This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof (other than
any other documents expressly contemplated herein or in the Plan or the Guidelines) and
supersedes any prior agreements between the Company and the Participant.





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	MARKETAXESS HOLDINGS INC.

 	 
	 	By:	/s/ Richard M. McVey 	 
	 	 	Richard M. McVey 	 
	 	 	Chief Executive Officer



	 
	 
	 	
Date: 	January 19, 2011	 



	 	 	 
	PARTICIPANT
	 
	 
	 	 
	/s/ T. Kelley Millet
	 
	 

T. Kelley Millet

	 
	 
	 	 
	Date:
	January 19, 2011	 







 


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