Exhibit 10.3






Exhibit 10.3


Form of RSU Agreement for
Messrs. McVey and Millet




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 made as of the [•] day of [•]
20[•] (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 [•] RSUs. [Insert
for Deferrable RSUs: The RSUs are Deferrable RSUs and the payment of shares of Common Stock
upon vesting in accordance with Section 2 may be deferred by the Participant in accordance
with Section 4 of the Guidelines. If the Participant chooses to defer the RSUs, the
Participant must complete an election form prescribed by the Committee regarding the election
period no later than 30 days after the Grant Date. If the Participant has Deferrable RSUs,
but does not make an election within 30 days after the Grant Date, the RSUs will not be
treated as Deferrable RSUs.] [Insert for Non-Deferrable RSUs: The RSUs hereunder are not
Deferrable RSUs and are not eligible for deferral under Section 4 of the Guidelines.]






	2.	 	Vesting. The RSUs shall become vested (but shall remain subject to Section 3 of this
Agreement) pursuant to [Insert for default vesting schedule: Sections 3.1 and 3.2 of the
Guidelines, subject to the accelerated vesting provisions under Section 3.4(iv) of the
Guidelines. Notwithstanding Section 3.3 of the Guidelines, upon the Participant’s death or
Disability on or following the Grant Date and prior to the applicable vesting date 100% of any
RSUs that are unvested on the date of the Participant’s death or Disability shall become
immediately vested.] [Insert for alternative vesting schedule: the following schedule,
provided that the Participant has not had a Termination from the date of grant until the
applicable vesting date:





	 	 	 
	Vesting Date	 	Incremental Percentage of RSUs Vested
	 
	 	 





 









 






	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”);




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.




	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




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	 	   	 	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.






	 	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.






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     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:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



PARTICIPANT




	 	 	 

	 
	 	 
	 
	 	 
	Name:

	 	 







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