{"id":38616,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-of-control-agreement-interactive-data-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-of-control-agreement-interactive-data-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-of-control-agreement-interactive-data-corp.html","title":{"rendered":"Change of Control Agreement – Interactive Data Corp."},"content":{"rendered":"\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

32 Crosby Drive<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Bedford, MA 01730<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Tel: +1 781 687 8800<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Fax: +1 781 687 8005<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

www.interactivedata.com<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Privileged and Confidential <\/u><\/strong><\/p>\n

March 26, 2010<\/p>\n

Jeffrey Banker<\/p>\n

55 William Street<\/p>\n

Needham, MA 02494<\/p>\n\n\n\n
\n

Re:<\/p>\n<\/td>\n

\n

Special Retention and Protection Program<\/u><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Dear Jeffrey:<\/p>\n

As you know, the Board of Directors of Interactive Data Corporation (the
\n“Company”) has been conducting a review of strategic alternatives for the
\nCompany. Although this review may result in one of a number of possible outcomes
\n(including maintaining the status quo), one such alternative could involve a
\nsale of the Company whereby control of the Company changes hands. We believe
\nthat any successful sale will require you and certain other key employees to
\nassume additional responsibilities through the sale process and for a period of
\ntime after the sale, and therefore we are offering an attractive stay bonus,
\nsales incentive, and enhanced severance protection, as follows:<\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Stay Bonus<\/u>. You will be entitled to a cash stay bonus (the “Stay
\nBonus”) equal to 175% of your Base Salary (the “Stay Bonus Percentage”). Payment
\nof your Stay Bonus will be made in two installments : one-third will be paid as
\nsoon as practicable, and in any event within 30 days, after the date of a Change
\nof Control, and the remaining two-thirds will be paid on the date that is four
\nmonths following the date of the Change of Control. No payment of the Stay Bonus
\nwill be made unless you remain employed by the Company through the date the Stay
\nBonus is to be paid.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

Sales Incentive<\/u>. For each $0.01 that the Change of Control Price
\nexceeds $30.00, a sales incentive of 0.2 percentage points of base salary will
\nbe added to the Stay Bonus. By way of illustration, if the Change of Control
\nPrice is $35.00, the Stay Bonus Percentage will be increased by 100 percentage
\npoints (0.2* ((35.00 – 30.00) \/ .01)). If, prior to a Change of Control, there
\nis a stock split, stock dividend, or similar event that affects the outstanding
\nshares of common stock of the Company, the Company shall make such adjustment to
\nthe foregoing formula as it determines appropriate to reflect such event.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

Enhanced Severance Protection<\/u>. The following enhancements shall be
\nmade to your severance entitlements under the Company153s Severance Plan for U.S.
\nEmployees, as amended and restated as of March 1, 2010, and as attached hereto
\nas Exhibit A (the “Severance Plan”), in the event that your employment with the
\nCompany is terminated by the Company other than for Cause during the Change of
\nControl Period:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

a.<\/p>\n<\/td>\n

\n

Your aggregate Severance Pay under the Severance Plan shall equal the sum of
\n78 Weeks of Salary, plus an amount equal to your Target Bonus Amount;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

b.<\/p>\n<\/td>\n

\n

The Severance Period under the Severance Plan shall be based on 78 Weeks of
\nSalary;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

c.<\/p>\n<\/td>\n

\n

The Stay Bonus, to the extent not already paid, shall be paid at the same
\ntime as your Severance Pay;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

d.<\/p>\n<\/td>\n

\n

A termination by you for Good Reason during the Change of Control Period
\nshall be treated as a termination by the Company without Cause under the
\nSeverance Plan;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

e.<\/p>\n<\/td>\n

\n

The Waiver and Release required by the Severance Plan in order to receive
\nseverance payments and benefits shall be in the form attached as Exhibit B; and\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

f.<\/p>\n<\/td>\n

\n

Any determination made by the Company or the Administrator under the
\nSeverance Plan as to the character of any termination of your employment (e.g.,
\nwhether such termination was with or without Cause or Good Reason) shall not be
\nafforded any special deference in the event such determination becomes the
\nsubject of a dispute.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n\n\n\n
\n

4.<\/p>\n<\/td>\n

\n

Expiration Date<\/u>. If either (i) a definitive agreement which, if
\nconsummated, would result in a Change of Control, has not been entered into by
\nthe Company prior to January 1, 2011, or (ii) a Change of Control has not
\noccurred prior to January 1, 2012, then this Letter Agreement shall expire and
\nbe null and void. The Company is under no obligation to cause a Change of
\nControl to occur prior to such expiration, and may in its sole discretion delay
\nthe closing of any Change of Control transaction, terminate any agreement to
\nconsummate any Change of Control transaction, and\/or permanently suspend any
\nefforts to sell the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

5.<\/p>\n<\/td>\n

\n

Entire Agreement<\/u>. This Letter Agreement contains the entire
\nunderstanding of the parties hereto relating to the subject matter herein
\ncontained, and can be changed only by a writing signed by both parties to this
\nLetter Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6.<\/p>\n<\/td>\n

\n

Confidentiality<\/u>. You agree to maintain at all times the
\nconfidentiality of, and refrain from disclosing, making public, or discussing in
\nany way (i) the existence, or terms and conditions, of this Letter Agreement
\n(except that you may discuss this Letter Agreement with your immediate family
\nmembers and professional financial and tax advisors, provided they have been
\ninformed of its confidential nature), and (ii) any other confidential
\ninformation relating to the Company and its affiliates. In addition to any other
\nremedies the Company may have, a breach of this paragraph 6 by you (which will
\nbe deemed to include disclosure of the existence or terms or conditions of this
\nLetter Agreement by your immediate family members or your professional financial
\nand tax advisors) prior to the date of a Change of Control will automatically
\nresult in the forfeiture of all entitlements under this Letter Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

7.<\/p>\n<\/td>\n

\n

Definitions<\/u>. Capitalized terms not otherwise defined above or in this
\nparagraph 7 shall have the meaning set forth in the Severance Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

a.<\/p>\n<\/td>\n

\n

“Change of Control Price<\/u>” means (i) the price paid in a Change of
\nControl for each share of common stock of the Company, plus (ii) the amount per
\nshare of any cash dividends or other cash distributions declared by the Company
\nafter the date hereof and prior to the Change of Control, other than normal
\nrecurring cash dividends in amounts not materially greater than currently paid.
\nIf any portion of such price is paid in the form of securities, the value of
\nsuch securities, for purposes of calculating the Change of Control Price, will
\nbe determined by the average of the last sales prices for such securities on the
\nfive trading days ending five trading days prior to the Change of Control. If
\nsuch securities do not have an existing public trading market, the value of such
\nsecurities shall be the fair market value, as determined by the Company, on the
\nday prior to the Change of Control.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

b.<\/p>\n<\/td>\n

\n

“Good Reason<\/u>” means any of the following events or conditions
\noccurring without your express written consent, provided that you shall have
\ngiven notice of such event or condition within a period not to exceed ninety
\n(90) days of the initial existence of such event or condition and the Company
\nshall not have remedied such event or condition within thirty (30) days after
\nreceipt of such notice: (i) a materially adverse alteration in the nature or
\nstatus of your responsibilities or the conditions of employment, provided that
\nneither (x) a change in your reporting relationships, or an adjustment in the
\nnature of a your duties and responsibilities that in either case continues to
\nallow you to have the same authority with respect to the Company153s functional
\narea, employees or products and services that you had immediately prior to such
\nchange or adjustment, nor (y) a change in, or elimination of, duties or
\nresponsibilities caused by reason of the Company ceasing to be publicly traded,
\nshall constitute Good Reason; (ii) a material reduction in your Base Salary or
\nTarget Bonus Amount; (iii) a change of fifty (50) miles or more in your
\nprincipal place of employment, except for required travel on business to an
\nextent substantially consistent with your business travel obligations.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

8.<\/p>\n<\/td>\n

\n

Tax Matters<\/u>. You should consult your own tax advisor as to the tax
\nconsequences of any payments made to you pursuant to this Letter Agreement, and
\nthe Company is not making any representations to you as to any<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n<\/p>\n\n\n\n
<\/td>\n\n

particular tax treatment. All payments provided pursuant to this Letter
\nAgreement are subject to reduction for applicable withholding and payroll taxes.
\nTo minimize the potential impact to you of the 20% excise tax on “golden
\nparachutes” imposed under Section 4999 of the Code (which could apply if your
\npayments under this Letter Agreement and the Severance Plan, when added to
\ncertain other entitlements you may have in connection with a Change of Control,
\nexceed a certain threshold amount), payments under this Letter Agreement shall
\nbe reduced to the extent necessary to avoid the imposition of the Section 4999
\nexcise tax on any portion of any such payment, but only if, by reason of such
\nreduction, you will retain more of the payments on an after-tax basis
\n(considering federal income, social security and Medicare taxes, and state and
\nlocal income taxes) than you would retain on an after-tax basis (including the
\nSection 4999 excise tax) without any such reduction. Any such reduction
\ndescribed in the foregoing sentence shall be applied to your next payment that
\nis due pursuant to this Letter Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

9.<\/p>\n<\/td>\n

\n

No Right to Continued Employment<\/u>. This Letter Agreement does not
\naffect your status as an at-will employee and therefore your employment remains
\nsubject to termination at any time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

10.<\/p>\n<\/td>\n

\n

Assignment<\/u>. The Company may, prior to a Change of Control, assign this
\nLetter Agreement and its rights and obligations hereunder to any of its
\naffiliates, and upon a Change of Control, either the Company or any such
\naffiliate may assign this Letter Agreement and its rights and obligations
\nhereunder to an acquirer. You may not assign any of your rights or obligations
\nunder this Letter Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

11.<\/p>\n<\/td>\n

\n

Governing Law<\/u>. This Letter Agreement shall be governed by the laws of
\nthe State of Massachusetts applicable to contracts entered into and performed
\nentirely within the Massachusetts without regard to the principles of conflicts
\nof laws.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Please indicate your agreement to and acceptance of this Letter Agreement by
\nsigning the enclosed copy and returning it in the envelope provided,
\npostmarked no later than April 9, 2010<\/strong>, to Peter Castrichini,
\nDirector, Compensation, Benefits & HRIS, Interactive Data Corporation, 32
\nCrosby Drive, Bedford MA 01730.<\/p>\n

I would like to take this opportunity to thank you for all your hard work and
\nthe contributions you have made, and look forward to our continued success with
\nthe Company.<\/p>\n

Sincerely,<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

INTERACTIVE DATA CORPORATION<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Raymond L. D153Arcy<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

President and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
\n

Agreed to and Accepted by:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Jeffrey Banker<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
\n

Date<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7878],"corporate_contracts_industries":[9418],"corporate_contracts_types":[9539],"class_list":["post-38616","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-interactive-data-corp","corporate_contracts_industries-financial__securities","corporate_contracts_types-compensation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38616","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38616"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38616"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38616"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38616"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}