Exhibit 10.5





Exhibit 10.5




MarketAxess Holdings Inc.

299 Park Avenue, 10th Floor

New York, New York, 10171




January 19, 2011




Mr. T. Kelley Millet, President

c/o MarketAxess Holdings Inc.

299 Park Avenue, 10th Floor

New York, New York, 10171




Re: Amended and Restated Terms of Employment




Dear Kelley:



The purpose of this letter is to confirm the amended and restated terms and conditions of your
continued employment with MarketAxess Holdings Inc. (the “Company”). The Company is
pleased to continue your employment in accordance with the terms of this letter (the “Letter
Agreement”).



1. Title, Term and Duties. On the date hereof, the Company acknowledges that you are
employed by the Company as its President and that you serve as a member of the Board of Directors
of the Company (the “Board”). Your employment will continue under the terms and conditions
of this Letter Agreement for a term from February 1, 2011 (the “Effective Date”) until
January 31, 2015 (the “Initial Term”). On the day following the last day of the Initial
Term and each anniversary thereof, the term of this Letter Agreement shall be automatically
extended for successive one-year periods, provided, however, that either party
hereto may elect not to extend this Letter Agreement by giving written notice to the other party at
least ninety (90) days prior to the end of the Initial Term or any such anniversary date.
Notwithstanding anything else herein, you and the Company retain the right to terminate your
employment hereunder at any time for any reason or no reason in accordance with the terms of this
Letter Agreement. The period of time between the Effective Date and the termination of your
employment hereunder shall be referred to herein as the “Term.” During the Term, you will
have such duties, responsibilities and authority, commensurate with your position, as may be
assigned to you from time to time by the Chief Executive Officer of the Company. In addition,
during the Term, you will report to and follow the lawful directions of the Chief Executive Officer
of the Company.



While you are employed by the Company, you will devote substantially all of your business time
and efforts to the performance of your duties hereunder and use your best efforts in such
endeavors.


 


 









 





2. Base Salary, Bonus, Equity and Benefits.



(a) During the Term, the Company will pay you a base salary at a minimum rate of $300,000.00
per year, in accordance with the usual payroll practices of the Company. In addition, during the
Term, 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 on terms and conditions
established and evaluated by the Compensation Committee (the “Compensation Committee”) of
the Board in its sole discretion.



(b) In consideration for your entering into this Letter Agreement, on the date that you
execute this Letter Agreement you will receive the following equity awards under the Company’s 2004
Stock Incentive Plan (amended and restated effective April 28, 2006) (the “Stock Plan”):
(i) stock options to purchase a number of shares of the Company’s common stock with a grant date
black-scholes value of $1,250,000, which award will be granted pursuant to, and will be subject to
the terms and conditions of, the Form of Stock Option Agreement attached hereto as Exhibit A; and
(ii) restricted stock units for a number of shares of the Company’s common stock with a grant date
value of $1,250,000, which award will be granted pursuant to, and will be subject to the terms and
conditions of, the Form of Restricted Stock Unit Agreement attached hereto as Exhibit B.



(c) During the Term, you will be entitled to participate, to the extent eligible thereunder,
in all benefit plans and programs (other than equity based arrangements and annual incentive
compensation), in accordance with the terms thereof in effect from time to time, as are provided by
the Company to senior management of the Company (including, without limitation, health benefits,
life insurance and disability insurance), at a level comparable to other senior management of the
Company. In addition, during the Term, you will be eligible to receive annual equity awards in
such form and amounts and on such terms and conditions determined by the Compensation Committee in
its sole discretion.



3. Business Expenses. Upon presentation of appropriate documentation, you will be
reimbursed by the Company for reasonable business expenses, in accordance with Company policies
applicable to senior management, in connection with the performance of your duties hereunder.


 


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4. Severance/Termination of Employment/Change in Control.



(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, including without limitation as a result of your non-extension of the Term
as provided in Section 1 (and in any event other than as a result of your resignation for Good
Reason (as defined in Section 4(e) below)); 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 to the Letter Agreement as Exhibit C (the “Release”) (which form may be
amended by the Company with such changes as the Company or its counsel determine are
reasonably necessary to support the legality and effectiveness of the Release), which 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 twelve (12) 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 equal to the average of the annual full-year cash bonuses you received from the
Company for the three (3) completed calendar years prior to termination, payable in accordance with
this Section 4(a) in twelve (12) approximately equal 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 the applicable annual performance incentive plan;
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 twelve (12) months
from the date of termination; provided, that the payments for continuation coverage shall be made
only to the extent that such payments will not (i) subject the Company or any affiliate to any
taxes or other penalties under Section 4980D of the Code or (ii) otherwise cause a violation of
applicable law. 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 7(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.


 


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(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, including without limitation as a result of your non-extension of
the Term as provided in Section 1; or (y) by the Company for Cause, in any case, on or within
eighteen (18) months after a Change in Control (as defined in the Stock Plan on the date hereof) 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
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 eighteen (18) 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 equal to one
and one-half (1.5) times the average of the annual full-year cash bonus you received from the
Company for the three (3) completed calendar years prior to such termination, payable in accordance
with this Section 4(b) in eighteen (18) approximately equal 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 the applicable annual performance incentive plan;
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 7(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.



(c) You will be under no obligation to seek other employment and there will be no offset
against any amounts owing to you under Sections 4(a) or (b) above, as applicable, on account of any
remuneration attributable to any subsequent employment that you may obtain.



(d) For purposes of this Letter Agreement, “Cause” shall mean your (i) willful
misconduct or gross negligence in the performance of your duties under this Letter Agreement that
is not cured by you within 30 days after your receipt of written notice given to you by the
Company, (ii) conviction of, or plea of guilty or nolo contendere to, a crime relating to the
Company or any affiliate or any felony, or (iii) material breach of this Letter Agreement or any
other material written agreement entered into between you and the Company that is not cured by you
within 30 days after your receipt of written notice given to you by the Company.



(e) For purposes of this Letter Agreement, “Good Reason” shall mean any of the
following events that is not cured by the Company within thirty (30) days after the Company’s
receipt of written notice from you specifying the event claimed to be Good Reason: (i) any
reduction in your title (other than as a result of you ceasing to be a director) or the failure of
the Board to nominate you as a director, (ii) a material diminution in your duties, authorities or
responsibilities (other than as a result of you ceasing to be a director) or the assignment to you
of duties or responsibilities that are materially adversely inconsistent with your then position;
(iii) a material breach of this Letter Agreement by the Company; (iv) a requirement by the Company
that your principal place of work be moved to a location more than fifty (50) miles away from its
current location; or (v) the failure of the Company to obtain and deliver to you a reasonably
satisfactory written agreement from any successor to all or substantially all of the Company’s
assets to assume and agree to perform this Letter Agreement. You shall be required to provide the
Company with written notice of your termination of
employment for Good Reason no later than forty-five (45) days after the occurrence of the
event that constitutes Good Reason.


 


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(f) Upon termination of your employment hereunder for any reason, all of your then outstanding
equity awards shall be treated as set forth in the applicable award agreement and 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 7(d) below; and
(iii) benefits paid and or provided in accordance with the terms of the applicable plans and
programs of the Company.



5. 280G Excise Tax. In the event that you become entitled to payments and/or benefits
provided by this Letter Agreement or any other amounts or benefits in the “nature of compensation”
(whether pursuant to the terms of this Letter Agreement or any other plan, arrangement or agreement
with the Company, any person whose actions result in a change of ownership or effective control
covered by Section 280G(b)(2) of Code or any person affiliated with the Company or such person) as
a result of such change in ownership or effective control of the Company (collectively the
“Company Payments”), and if such Company Payments will be subject to the tax (the
“Excise Tax”) imposed by Section 4999 of the Code (or any similar tax that may hereafter be
imposed by any taxing authority) the amount of any Company Payments will be automatically reduced
to an amount one dollar less than an amount that would subject you to the Excise Tax; provided,
however, that the reduction will occur only if the reduced Company Payments received by you (after
taking into account all applicable federal, state and local income, social security and other
taxes) would be greater than the unreduced Company Payments to be received by you minus (i) the
Excise Tax payable with respect to such Company Payments and (ii) all other applicable federal,
state and local income, social security and other taxes on such Company Payments. 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. Restrictive Covenants. You acknowledge and agree that the terms of the
confidential information statement (the “MarketAxess Confidentiality Statement”) and the
Proprietary Information and Non-Competition Agreement (the “Proprietary Information and
Non-Competition Agreement”) that you previously executed shall remain in full force and effect.


 


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7. Code Section 409A



(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 “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 in each
case without interest.



(b) If you (or your representative) inform the Company that any provision of this Letter
Agreement would cause you to incur any additional tax or interest under Code Section 409A or any
regulations or Treasury guidance promulgated thereunder, the Company will consider in good faith
reforming such provision, after consulting with and receiving your approval (which will not be
unreasonably withheld); provided that the Company agrees to maintain, to the maximum extent
practicable, the original intent and economic benefit to you of the applicable provision without
violating the provisions of Code Section 409A.



(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 7.



(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.


 


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(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.



(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).



8. Directors and Officers Liability Insurance. While you are employed by the Company
hereunder and while potential liability exists thereafter, the Company will cover you under the
Company’s directors’ and officers’ liability insurance on the same basis as other directors and
senior management of the Company, which liability insurance shall at all times provide coverage in
an amount that is reasonable and customary for companies of a similar size in the Company’s
industry.




9. Miscellaneous.



(a) The Company may withhold from any and all amounts payable to you such federal, state,
local and all other taxes as may be required to be withheld pursuant to any applicable laws or
regulations.



(b) You represent that your execution and performance of this Letter Agreement will not be in
violation of any other agreement to which you are a party. Notwithstanding anything else herein,
this Letter Agreement is personal to you and neither the Letter Agreement nor any rights hereunder
may be assigned by you.


 


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(c) This Letter Agreement shall be governed by, and construed under and in accordance with,
the internal laws of the State of New York, without reference to rules relating to conflicts of
laws.



(d) This Letter Agreement contains the entire agreement of the parties relating to the subject
matter hereof, and supersedes in its entirety any and all prior agreements (including, without
limitation, the prior letter agreements, dated August 21,
2006, as amended), understandings or representations relating to the subject matter hereof
other than any equity award agreements entered into on or prior to the date hereof, the MarketAxess
Confidentiality Statement and the Proprietary Information and Non-Competition Agreement.



(e) No modifications of this Letter Agreement will be valid unless made in writing and signed
by the parties hereto.



10. Arbitration. Any controversy or claim arising out of or relating to this Letter
Agreement or your employment with the Company shall be settled by arbitration in New York, New York
administered by the American Arbitration Association (“AAA”) under its Commercial
Arbitration Rules. The arbitration shall be arbitrated by a single arbitrator mutually selected by
you and the Company, with the AAA to appoint the arbitrator in the event that the parties are
unable to agree on the selection within thirty days following the initiation of the arbitration.
Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. The parties acknowledge and agree that in connection with any such arbitration and
regardless of outcome (a) each party shall pay all its own costs and expenses, including without
limitation its own legal fees and expenses, and (b) joint expenses shall be borne equally among the
parties.



11. Recoupment. Notwithstanding anything to the contrary in this Letter Agreement or
any equity or other compensation award agreement between you and the Company, you hereby
acknowledge and agree that all compensation paid to you by the Company, whether in the form of
cash, the Company’s common stock or any other form of property, will be subject to any compensation
recapture policies established by the Board (or any committee thereof) from time to time, in its
sole discretion, in order to comply with law, rules or other regulatory requirements applicable to
the Company or its employees including without limitation any such policy that is intended to
comply with (i) The Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules and
regulations promulgated thereunder and (ii) the Remuneration Code published by the UK Financial
Services Authority.





 


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	 	Very truly yours,



MARKETAXESS HOLDINGS INC.

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



Accepted and Agreed:




	 	 	 
	/s/ T. Kelley Millet	 
	T. Kelley Millet	 
	 
	Date: 	January
19, 2011 	 






 


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EXHIBIT C




WAIVER AND GENERAL RELEASE




[DATE]




T. Kelley Millet

[ADDRESS]



Dear Kelley:



This Waiver and General Release (this “Agreement”) serves to memorialize the terms of
the termination of your employment with MarketAxess Holdings Inc.(“MarketAxess”). The
terms of this Agreement, including your right to the payments and benefits referred to in Paragraph
2 below, are contingent upon and subject to your executing and not revoking this Agreement. As
used in this Agreement, the terms “you” and “your” refer to T. Kelley Millet.



1 Termination of Employment.



You hereby acknowledge and agree that your employment with MarketAxess was terminated
effective [DATE] (the “Termination Date”), and that after the Termination Date you will not
represent yourself as being an employee, officer, agent or representative of MarketAxess for any
purpose. The Termination Date will be the termination date of your employment for purposes of
participation in and coverage under all benefit plans and programs sponsored by or through
MarketAxess, except as otherwise provided in this Agreement.



2 Severance Payments and Benefits.



Subject to your full compliance with all of your obligations under this Agreement, including
but not limited to the covenants contained in Paragraphs 3 and 4, in addition to payment of all
unpaid vested compensation and benefits earned by you through the Termination Date ((a)-(d) below,
the “Severance Benefits”):



(a) You will continue to be paid your current semi-monthly pay of
[                    ]
($[_____]) per pay period
(less standard applicable tax withholdings and other deductions required by
law), for a period of [_____]1 months from the Termination Date;






 




	 	 	 
	1	 	Insert applicable period from Section 4 of the
Employment Agreement for payment of base salary continuation.



 


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(b) You will be entitled to an amount equal to
[                                       
 ] ($[                 
   ])2, payable in equal monthly installments (less standard applicable tax withholdings and
other deductions required by law), for a period of [_____]3 months from the
Termination Date;





(c) You will be paid any accrued and earned but unpaid annual bonus for
[                    ]4
that would have been paid but for your termination of employment, payable when such annual bonus
would have otherwise been paid to you in accordance with the applicable annual performance
incentive plan; and



(d) If you timely elect to continue health coverage under the [NAME OF HEALTH PLAN] (the
“Health Plan”) in accordance with COBRA, MarketAxess will pay your, your spouse’s and your
dependent’s continuation coverage premiums to the extent, and for so long as you remain eligible
for such continuation coverage under the Health Plan and pursuant to applicable law, but in no
event for more than [_____]5 months from the Termination Date; provided, that the
payments for such continuation coverage shall be made only to the extent that such payments will
not (i) subject MarketAxess or any affiliate to any taxes or other penalties under Section 4980D of
the Code or (ii) otherwise cause a violation of applicable law.



3 Employee’s General Release and Waiver.



(a) YOU HEREBY RELEASE MARKETAXESS AND ALL OF ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY
REFERRED TO HEREIN AS THE “RELEASEES”), JOINTLY AND SEVERALLY, FROM ANY AND ALL CLAIMS,
KNOWN OR UNKNOWN, WHICH YOU OR YOUR HEIRS, SUCCESSORS OR ASSIGNS HAVE OR MAY HAVE AGAINST ANY
RELEASEE ARISING ON OR PRIOR TO THE DATE THAT YOU EXECUTE THIS AGREEMENT AND ANY AND ALL LIABILITY
WHICH ANY SUCH RELEASEE MAY HAVE TO YOU, WHETHER DENOMINATED CLAIMS, DEMANDS, CAUSES OF ACTION,
OBLIGATIONS, DAMAGES OR LIABILITIES ARISING FROM ANY AND ALL BASES, HOWEVER DENOMINATED, INCLUDING
BUT NOT LIMITED TO CLAIMS FOR WRONGFUL DISCHARGE, ACCRUED BONUS OR INCENTIVE PAY, THE AGE
DISCRIMINATION IN EMPLOYMENT ACT, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAMILY AND
MEDICAL LEAVE ACT OF 1993, TITLE VII OF THE UNITED STATES CIVIL RIGHTS ACT OF 1964, 42 U.S.C. §
1981, WORKERS ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE NEW YORK HUMAN





 




	 	 	 
	2	 	Insert amount based on applicable multiple for Average
Bonus in accordance with Section 4 of the Employment Agreement.

	 
	3	 	Insert applicable period from Section 4 of the
Employment Agreement for payment of Average Bonus.

	 
	4	 	Insert calendar year prior to year of termination.

	 
	5	 	Insert applicable period from Section 4 of the
Employment Agreement for continuation coverage.



 


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RIGHTS LAW, INCLUDING
NEW YORK EXECUTIVE LAW § 296, § 8-107 OF THE ADMINISTRATIVE CODE AND CHARTER OF NEW YORK CITY OR
ANY OTHER FEDERAL, STATE, OR LOCAL LAW AND ANY WORKERS’ COMPENSATION OR DISABILITY CLAIMS UNDER ANY
SUCH LAWS. THIS RELEASE IS FOR ANY AND ALL CLAIMS, INCLUDING BUT NOT LIMITED TO CLAIMS ARISING
FROM AND DURING YOUR EMPLOYMENT RELATIONSHIP WITH RELEASEES OR AS A RESULT OF THE TERMINATION OF
SUCH RELATIONSHIP. NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS AGREEMENT, THIS RELEASE IS NOT
INTENDED TO INTERFERE WITH YOUR RIGHT TO FILE A CHARGE WITH THE EQUAL EMPLOYMENT OPPORTUNITY
COMMISSION OR ANY STATE HUMAN RIGHTS COMMISSION IN CONNECTION WITH ANY CLAIM YOU BELIEVE YOU MAY
HAVE AGAINST ANY OF THE RELEASEES. HOWEVER, BY EXECUTING THIS AGREEMENT, YOU HEREBY WAIVE THE
RIGHT TO RECOVER IN ANY PROCEEDING YOU MAY BRING BEFORE THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION
OR ANY STATE HUMAN RIGHTS COMMISSION OR IN ANY PROCEEDING BROUGHT BY THE EQUAL EMPLOYMENT
OPPORTUNITY COMMISSION OR ANY STATE HUMAN RIGHTS COMMISSION ON YOUR BEHALF. THIS RELEASE IS FOR
ANY RELIEF, NO MATTER HOW DENOMINATED, INCLUDING, BUT NOT LIMITED TO, INJUNCTIVE RELIEF, WAGES,
BACK PAY, FRONT PAY, COMPENSATORY DAMAGES, OR PUNITIVE DAMAGES. THIS RELEASE SHALL NOT APPLY TO
ANY OBLIGATION OF MARKETAXESS PURSUANT TO THIS AGREEMENT.



YOU ACKNOWLEDGE THAT THE SEVERANCE BENEFITS THAT YOU WILL RECEIVE UNDER PARAGRAPH 2 OF THIS
AGREEMENT REPRESENT GOOD AND VALUABLE CONSIDERATION FOR YOUR ENTERING INTO THIS AGREEMENT TO WHICH
YOU OTHERWISE DID NOT HAVE A RIGHT.



(b) In the event there is presently pending any action, suit, claim, charge or proceeding with
any federal, state or local court or agency relating to any claim within the scope of Paragraph
3(a), or if such a proceeding is commenced in the future, you shall, to the extent permitted by
law, promptly withdraw it, with prejudice, to the extent that you have the power to do so.



(c) Nothing in this Agreement shall affect your vested rights, if any, to any equity award
granted to you under the MarketAxess equity incentive plan(s). Your rights to benefits under any
such plan(s) will be determined in accordance with the terms of such plan(s) and your award
agreements.



(d) Nothing in this Agreement shall affect your vested rights, if any, to retirement benefits
under any 401(k) retirement plan(s) offered by MarketAxess. Your rights to benefits under any such
401(k) Plan(s) and any other employee benefits plans will be determined in accordance with the
terms of such plans.



 


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(e) Nothing in this Agreement shall affect your eligibility for indemnification in accordance
with MarketAxess’s certificate of incorporation, bylaws or other corporate governance document, or
any applicable insurance policy, with respect to any liability you incurred or might incur as an
employee, officer or director of MarketAxess.



(f) You will receive payment for any accrued, unused vacation days.



4 Other Agreements.



(a) Return of Documents. You agree that on or before [_____], 20_____, you will
return to MarketAxess all property and all information concerning the business of MarketAxess in
your possession, custody or control that has been furnished to you or is held by you, at your
office, residence or elsewhere, and shall not retain any copies, duplicates, reproductions or
excepts thereof. If necessary, arrangements will be made by MarketAxess to ship MarketAxess
property from your home to MarketAxess at no cost to you.



(b) Compliance with Existing Agreements. You agree to comply with the confidential
information statement and the intellectual property, and non-competition agreement that you
previously executed which shall remain in full force and effect and which are expressly
incorporated herein.



(c) Non-Disparagement. You shall not make any public statements, encourage others to
make statements or release information intended to disparage or defame MarketAxess, any of its
affiliates or any of their respective directors or officers. Notwithstanding the foregoing,
nothing in this Paragraph 4(c) shall prohibit you from making truthful statements when required by
order of a court or other body having jurisdiction or as required by law.



(d) Future Cooperation. You agree to reasonably cooperate with MarketAxess and its
counsel (including attending meetings) with respect to any claim, arbitral hearing, lawsuit, action
or governmental or other investigation relating to the conduct of the business of MarketAxess or
its affiliates and agree to provide full and complete disclosure to MarketAxess and its counsel in
response to any inquiry in connection with any such matters, without further compensation (except
as to reasonable out-of-pocket expenses actually incurred by you in complying with this provision)
and agree to cooperate with any other reasonable inquiry of MarketAxess.



(e) Forfeitures in Event of Breach. You acknowledge and agree that, notwithstanding
any other provision of this Agreement, in the event this Agreement does not become effective as
provided in Paragraph 9, below, or you materially breach any of your obligations under Paragraphs 3
or 4 of this Agreement, you shall forfeit your right to receive the Severance Benefits that have
not been paid or provided to you as of the date of such forfeiture and you shall be liable to
MarketAxess for liquidated damages in the amount of the consideration already paid pursuant to
Paragraph 2, above.


 


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5 Remedies.



You acknowledge and agree that the covenants, obligations and agreements contained in
Paragraph 4 herein relate to special, unique and extraordinary matters and that a violation of any
of the terms of such covenants, obligations or agreements will cause
MarketAxess irreparable injury for which adequate remedies are not available at law.
Therefore, you agree that MarketAxess shall be entitled to an injunction, restraining order or such
other equitable relief (without the requirement to post bond or any other security) as a court of
competent jurisdiction may deem necessary or appropriate to restrain you from committing any
violation of such covenants, obligations or agreements. These injunctive remedies are cumulative
and in addition to any other rights and remedies MarketAxess may have. MarketAxess and you hereby
irrevocably submit to the exclusive jurisdiction of the courts of New York, and the Federal courts
of the United States of America, in each case located in New York City, in respect of the
injunctive remedies set forth in this Paragraph 5 and the interpretation and enforcement of this
Paragraph 5 insofar as such interpretation and enforcement relate to any request or application for
injunctive relief in accordance with the provisions of this Paragraph 5, and the parties hereto
hereby irrevocably agree that (a) the sole and exclusive appropriate venue for any suit or
proceeding relating solely to such injunctive relief shall be in such a court, (b) all claims with
respect to any request or application for such injunctive relief shall be heard and determined
exclusively in such a court, (c) any such court shall have exclusive jurisdiction over the person
of such parties and over the subject matter of any dispute relating to any request or application
for such injunctive relief, and (d) each hereby waives any and all objections and defenses based on
forum, venue or personal or subject matter jurisdiction as they may relate to an application for
such injunctive relief in a suit or proceeding brought before such a court in accordance with the
provisions of this Paragraph 5, provided that MarketAxess may seek to enforce any such injunctive
relief in any court of competent jurisdiction.



6 No Admission.



This Agreement does not constitute an admission of liability or wrongdoing of any kind by
MarketAxess or its affiliates.



7 Heirs and Assigns.



The terms of this Agreement shall be binding on the parties hereto and their respective
successors and assigns.



8 General Provisions.



(a) Integration. This Agreement constitutes the entire understanding of MarketAxess
and you with respect to the subject matter hereof and supersedes all prior understandings or
agreements, written or oral between you and MarketAxess except for those agreements that are
expressly incorporated herein. The terms of this Agreement may be changed, modified or discharged
only by an instrument in writing signed by the parties hereto. A failure of MarketAxess or you to
insist on strict compliance with any provision of this Agreement shall not be deemed a waiver of
such provision or any other provision hereof. In the event that any provision of this Agreement is
determined to be so broad as to be unenforceable, such provision shall be interpreted to be only so
broad as is enforceable.


 


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(b) Choice of Law. This Agreement shall be construed, enforced and interpreted in
accordance with and governed by the laws of the state of New York excluding rules of law that would
lead to the application of the laws of any other jurisdiction.



(c) Construction of Agreement. The rule of construction to the effect that
ambiguities are resolved against the drafting party shall not be employed in the interpretation of
this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties
hereto and not in favor or against either party.



(d) Counterparts. This Agreement may be executed in any number of counterparts and by
different parties on separate counterparts, each of which counterpart, when so executed and
delivered, shall be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.



9 Knowing and Voluntary Waiver.



You acknowledge that you received a copy of this Agreement on [DATE] and that you reviewed and
understand all of its provisions. You acknowledge that you have been advised to consult with an
attorney prior to executing this Agreement, and you have been given the opportunity to consider
this Agreement for 21 days. You further acknowledge that by your free and voluntary act of signing
below, you agree to all terms of this Agreement and intend to be legally bound thereby.



If you wish to enter into this Agreement, you must sign it and return it to MarketAxess
Holdings Inc., 299 Park Avenue, 10th Floor, New York, NY 10171, Attention: Head of Human
Resources, no earlier than your Termination Date and no later than [DATE].



This Agreement shall not become effective until the eighth (8th) day following the
date on which you sign this Agreement (“Effective Date”). You may at any time prior to the
Effective Date revoke this Agreement delivering a notice in writing of such revocation to
MarketAxess Holdings Inc., 299 Park Avenue, 10th Floor, New York, NY 10171, Attention:
Head of Human Resources. In the event you revoke this Agreement prior to the eight
(8th) day after the execution thereof, this Agreement, and the promises contained herein
shall become null and void.



	 	 	 	 	 
	 	MARKETAXESS HOLDINGS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


 


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	 	ACCEPTED:	 
	 	 	 
	 	T. Kelley Millet 	 



Acknowledgment





On the
 _____ 
day of
 _____, 20_____, before me personally came T. Kelley Millet, to me known and
known to be to be the person described herein, and who executed, the foregoing Waiver and General
Release, and duly acknowledged to me that he executed the same.



	 	 	 	 	 	 	 
	 	 	 
	Notary Public	 	 
	 
	 	 	 	 	 	 
	Date: 
	 	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Commission Expires:	 	 	 	 
	 

	 	 	 	 

	 	 







 


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