Restricted Stock Grant Notice and Agreement – Interactive Data Corp.

Holder:

Andrew Prozes

Date of Grant:

May 13, 2011

Number of Shares of Restricted Stock:

400,000

Vesting Schedule:

Twenty percent (20%) of the shares of Restricted Stock, rounded down to the
nearest whole share, shall vest upon the one (1) year anniversary of the Date of
Grant, and the remainder of the shares of Restricted Stock shall vest in
substantially equal monthly installments, rounded down to the nearest whole
share, during the forty-eight (48) months thereafter (such that approximately
one and two thirds percent (1 ²/3%) of the shares of Restricted Stock
shall vest upon each subsequent monthly anniversary of the Date of Grant during
such period); provided, that with respect to the last such installment, the
number of shares of Restricted Stock that vest in such installment shall be such
that the Holder will be fully vested in the total number of shares Restricted
Stock listed above. Notwithstanding anything herein to the contrary, in the
event that a Change in Control occurs, all unvested shares of Restricted Stock
shall vest in full upon such Change in Control.

Termination of Service:

Section 6(d) of the Plan regarding treatment of Restricted Stock upon
Termination is incorporated herein by reference and made a part hereof.
Following any such Termination, the Restricted Stock shall remain subject to
Sections 8, 9, and 10 of the Plan, provided that Section 8(b) of the Plan shall
not apply.

Repurchase Rights:

Section 6(d) of the Plan regarding the Company153s right to repurchase
Restricted Stock is incorporated herein by reference and made a part hereof. In
addition to, and not in lieu of, the restrictions set forth in Sections 9 and 10
of the Plan, in the event a Material Breach Event (as defined below) occurs, (i)
all of the Holder153s shares of Restricted

Stock (whether vested or unvested) shall immediately forfeit upon such
Material Breach Event for no consideration, and (ii) at any time thereafter upon
delivery of written notice by the Company, the Holder shall be obligated to
deliver promptly (and, in any event, no later than five (5) business days after
delivery of such notice) to the Company in immediately available funds to an
account designated by the Company in such notice the aggregate gross proceeds
previously received by the Holder (or his or its transferee) from the Company or
any other Person or Group in connection with the transfer by the Holder or any
transferees of any shares of Restricted Stock acquired hereunder prior to the
date of such Material Breach Event. For purposes of this Grant Notice, the term
“Material Breach Event” shall mean the Holder153s breach of the
Confidentiality Agreement (as defined below).

Shareholders Agreement:

Prior to being issued any Restricted Stock, the Holder, to the extent not
already a party to that certain Shareholders Agreement dated as of July 29,
2010, by and among the Company and certain of its investors, as the same may be
amended and/or restated from time to time (the “Shareholders
Agreement“), shall be required to execute and become a party to such
agreement.

Confidentiality Agreement:

Concurrently with the execution of this Grant Notice, the Holder, to the
extent not already a party to the Confidentiality Assignment Agreement attached
hereto as Exhibit A (the “Confidentiality Agreement“), shall
execute and become a party to such Confidentiality Agreement. In the event that
the Holder breaches the Confidentiality Agreement, in addition to any other
remedies, the Committee may determine, in its sole discretion, to require all
Restricted Stock then held by the Holder to be immediately forfeited and
returned to the Company without additional consideration.

Section 280G:

Modified Cutback. If any payment, benefit, or distribution of any type
to or for the benefit of the Holder, whether paid or payable, provided or to be
provided, or distributed or distributable pursuant to the terms of this Grant
Notice or otherwise (collectively, the “Parachute Payments“) would
subject the Holder to the excise tax imposed under Section 4999 of the Code (the
“Excise Tax“), the Parachute Payments shall be reduced so that the
maximum amount of the Parachute Payments (after reduction) shall be one dollar
($1.00) less than the amount which would cause the

Parachute Payments to be subject to the Excise Tax; provided that the
Parachute Payments shall only be reduced to the extent the after-tax value of
amounts received by the Holder after application of the above reduction would
exceed the after-tax value of the amounts received without application of such
reduction. For this purpose, the after-tax value of an amount shall be
determined taking into account all federal, state, and local income, employment
and excise taxes applicable to such amount. Unless the Holder shall have given
prior written notice to the Company to effectuate a reduction in the Parachute
Payments if such a reduction is required, which notice shall be consistent with
the requirements of Section 409A of the Code to avoid the imputation of any tax,
penalty or interest thereunder, then the Company shall reduce or eliminate the
Parachute Payments by first reducing or eliminating accelerated vesting of stock
options or similar awards, then reducing or eliminating any cash payments (with
the payments to be made furthest in the future being reduced first), then by
reducing or eliminating any other remaining Parachute Payments; provided, that
no such reduction or elimination shall apply to any non-qualified deferred
compensation amounts (within the meaning of Section 409A of the Code) to the
extent such reduction or elimination would accelerate or defer the timing of
such payment in a manner that does not comply with Section 409A of the Code.

Determinations. (i) An initial determination as to whether (x) any of
the Parachute Payments received by the Holder in connection with the occurrence
of a change in the ownership or control of the Company or in the ownership of a
substantial portion of the assets of the Company shall be subject to the Excise
Tax, and (y) the amount of any reduction, if any, that may be required pursuant
to the previous paragraph, shall be made by an independent accounting firm
selected by the Company (the “Accounting Firm“) prior to the consummation
of such change in the ownership or effective control of the Company or in the
ownership of a substantial portion of the assets of the Company. The Holder
shall be furnished with notice of all determinations made as to the Excise Tax
payable with respect to the Holder153s Parachute Payments, together with the
related calculations of the Accounting Firm, promptly after such determinations
and calculations have been received by the Company.

(ii) For purposes of this provision, (A) no portion of the Parachute Payments
the receipt or enjoyment of which the Holder shall have effectively waived in
writing prior to the date of payment of the Parachute Payments shall be taken
into account; (B) no portion of the Parachute Payments shall be taken into
account which in the opinion of the Accounting Firm does not constitute a
“parachute payment” within the meaning of Section 280G(b)(2) of the Code; (C)
the Parachute Payments shall be reduced only to the extent necessary so that the
Parachute Payments (other than those referred to in the immediately preceding
clause (A) or (B)) in their entirety constitute reasonable compensation for
services actually rendered within the meaning of Section 280G(b)(4) of the Code
or are otherwise not subject to disallowance as deductions, in the opinion of
the auditor or tax counsel referred to in such clause (B); and (D) the value of
any non-cash benefit or any deferred payment or benefit included in the
Parachute Payments shall be determined by the Company153s independent auditors
based on Sections 280G and 4999 of the Code and the regulations for applying
those sections of the Code, or on substantial authority within the meaning of
Section 6662 of the Code.

Additional Terms:

The Restricted Stock granted hereunder shall be registered in the Holder153s
name on the books of the Company during the Lock-Up Period and for such
additional time as the Committee determines appropriate in its reasonable
discretion. Any certificates representing Restricted Stock shall be subject to
such stop-transfer orders and other restrictions as the Committee may deem
advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange upon which such shares are listed,
and any applicable federal or state laws, and the Committee may cause a legend
or legends to be put on any such certificates to make appropriate reference to
such restrictions as the Committee deems appropriate.

Upon vesting of the Restricted Stock (or such other time that the Restricted
Stock is taken into income), Holder will be required to satisfy applicable
withholding tax obligations, if any, as provided in the Plan.

The Holder shall be the record owner of the Restricted Stock until or unless
such Restricted Stock is forfeited or repurchased, or otherwise sold or
transferred in accordance with the terms of the Plan, and as record owner shall
generally be entitled to all rights of a Stockholder with respect to the
Restricted Stock; provided, however, that the Company will retain custody of all
dividends and distributions, if any (“Retained Distributions“), made or
declared on the Restricted Stock (and such Retained Distributions shall be
subject to forfeiture and the same restrictions, terms and vesting and other
conditions as are applicable to the Restricted Stock) until such time, if ever,
as the Restricted Stock with respect to which such Retained Distributions shall
have been made, paid or declared shall have become vested, and such Retained
Distributions shall not bear interest or be segregated in a separate account. As
soon as practicable following each applicable vesting date any applicable
Retained Distributions shall be delivered to the Holder.

This Grant Notice does not confer upon the Holder any right to continue as an
employee or service provider of the Employer or any other member of the Company
Group.

This Grant Notice shall be construed and interpreted in accordance with the
laws of the State of Delaware, without regard to the principles of conflicts of
law thereof.

The Holder agrees that the Company may deliver by email all documents
relating to the Plan or the Restricted Stock (including, without limitation, a
copy of the Plan) and all other documents that the Company is required to
deliver to its security holders (including, without limitation, disclosures that
may be required by the Securities and Exchange Commission). The Holder also
agrees that the Company may deliver these documents by posting them on a website
maintained by the Company or by a third party under contract with the Company.
If the Company posts these documents on a website, it shall notify the Holder by
email or such other reasonable manner as then determined by the Company.

Representations and Warranties of the Holder:

The Holder hereby represents and warrants to the Company that:

The Holder understands that the Stock has not been registered under the
Securities Act, nor qualified under any state securities laws, and that it is
being offered and sold pursuant to an exemption from such registration and
qualification based in part upon the Holder153s representations contained herein;
the Stock is being issued to Holder hereunder in reliance upon the exemption
from such registration provided by Section 4(2) of the Securities Act for
transactions by an issuer not involving any public offering, and in connection
therewith, the Holder acknowledges the Holder153s status as an “accredited
investor” within the meaning of Rule 501 promulgated under the Securities Act;

The Holder is an “accredited investor” as such term is defined in Rule 501(a)
of the Securities Act and has such knowledge and experience in financial and
business matters that the Holder is capable of evaluating the merits and risks
of the investment contemplated by this Grant Notice, and the Holder is able to
bear the economic risk of this investment in the Company (including a complete
loss of this investment);

Except as specifically provided herein or in the Plan, the Holder has no
contract, undertaking, understanding, agreement, or arrangement, formal or
informal, with any person to sell, transfer, or pledge all or any portion of his
or its Stock, and has no current plans to enter into any such contract,
undertaking, understanding, agreement, or arrangement;

The Holder has not seen, received, been presented with, or been solicited by
any leaflet, public promotional meeting, article, or any other form of
advertising or general solicitation as to the Company153s sale to the Holder of
the Stock;

The Holder is familiar with the business and operations of the Company and
has been afforded full and complete access to the books, financial statements,
records, contracts, documents, and other information concerning the Company

and its proposed activities, and has been afforded an opportunity to ask such
questions of the Company153s agents, accountants, and other representatives
concerning the Company153s proposed business, operations, financial condition,
assets, liabilities, and other relevant matters as he or it has deemed necessary
or desirable, and has been given all such information as has been requested, in
order to evaluate the merits and risks of the investment contemplated herein;

The Holder has been informed that the shares of Stock are restricted
securities under the Securities Act and may not be resold or transferred unless
the shares of Stock are first registered under the federal securities laws or
unless an exemption from such registration is available; and

The Holder is prepared to hold the shares of Stock for an indefinite period
and that the Holder is aware that Rule 144 as promulgated under the Securities
Act, which exempts certain resales of restricted securities, is not presently
available to exempt the resale of the shares of Stock from the registration
requirements of the Securities Act.

IGLOO HOLDINGS CORPORATION

HOLDER

By:

/s/ Vincent A. Chippari

/s/ Andrew Prozes

Signature

Signature

Title:

Treasurer & Co-Secretary

Date: May 5, 2011

Date: May 13, 2011