{"id":40353,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/restricted-stock-grant-notice-and-agreement-interactive-data.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"restricted-stock-grant-notice-and-agreement-interactive-data","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/restricted-stock-grant-notice-and-agreement-interactive-data.html","title":{"rendered":"Restricted Stock Grant Notice and Agreement – Interactive Data Corp."},"content":{"rendered":"

RESTRICTED STOCK GRANT NOTICE AND AGREEMENT <\/strong><\/p>\n

Igloo Holdings Corporation (the “Company<\/u>“), pursuant to its 2010 Stock
\nIncentive Plan (the “Plan<\/u>“), hereby grants to the Holder the number of
\nshares of Restricted Stock set forth below. The Restricted Stock is subject to
\nall of the terms and conditions as set forth in this Restricted Stock Grant
\nNotice and Agreement (this “Grant Notice<\/u>“), as well as the terms and
\nconditions of the Plan, all of which are incorporated herein in their entirety.
\nCapitalized terms not otherwise defined herein shall have the same meaning as
\nset forth in the Plan.<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Holder:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Andrew Prozes<\/p>\n<\/td>\n<\/tr>\n

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

Date of Grant:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

May 13, 2011<\/p>\n<\/td>\n<\/tr>\n

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

Number of Shares of Restricted Stock:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

400,000<\/p>\n<\/td>\n<\/tr>\n

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

Vesting Schedule:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Twenty percent (20%) of the shares of Restricted Stock, rounded down to the
\nnearest whole share, shall vest upon the one (1) year anniversary of the Date of
\nGrant, and the remainder of the shares of Restricted Stock shall vest in
\nsubstantially equal monthly installments, rounded down to the nearest whole
\nshare, during the forty-eight (48) months thereafter (such that approximately
\none and two thirds percent (1 2<\/sup>\/3%) of the shares of Restricted Stock
\nshall vest upon each subsequent monthly anniversary of the Date of Grant during
\nsuch period); provided, that with respect to the last such installment, the
\nnumber of shares of Restricted Stock that vest in such installment shall be such
\nthat the Holder will be fully vested in the total number of shares Restricted
\nStock listed above. Notwithstanding anything herein to the contrary, in the
\nevent that a Change in Control occurs, all unvested shares of Restricted Stock
\nshall vest in full upon such Change in Control.<\/p>\n<\/td>\n<\/tr>\n

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

Termination of Service:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Section 6(d) of the Plan regarding treatment of Restricted Stock upon
\nTermination is incorporated herein by reference and made a part hereof.
\nFollowing any such Termination, the Restricted Stock shall remain subject to
\nSections 8, 9, and 10 of the Plan, provided that Section 8(b) of the Plan shall
\nnot apply.<\/p>\n<\/td>\n<\/tr>\n

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

Repurchase Rights:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Section 6(d) of the Plan regarding the Company153s right to repurchase
\nRestricted Stock is incorporated herein by reference and made a part hereof. In
\naddition to, and not in lieu of, the restrictions set forth in Sections 9 and 10
\nof the Plan, in the event a Material Breach Event (as defined below) occurs, (i)
\nall of the Holder153s shares of Restricted<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

Stock (whether vested or unvested) shall immediately forfeit upon such
\nMaterial Breach Event for no consideration, and (ii) at any time thereafter upon
\ndelivery of written notice by the Company, the Holder shall be obligated to
\ndeliver promptly (and, in any event, no later than five (5) business days after
\ndelivery of such notice) to the Company in immediately available funds to an
\naccount designated by the Company in such notice the aggregate gross proceeds
\npreviously received by the Holder (or his or its transferee) from the Company or
\nany other Person or Group in connection with the transfer by the Holder or any
\ntransferees of any shares of Restricted Stock acquired hereunder prior to the
\ndate of such Material Breach Event. For purposes of this Grant Notice, the term
\n“Material Breach Event<\/u>” shall mean the Holder153s breach of the
\nConfidentiality Agreement (as defined below).<\/p>\n<\/td>\n<\/tr>\n

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

Shareholders Agreement:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Prior to being issued any Restricted Stock, the Holder, to the extent not
\nalready a party to that certain Shareholders Agreement dated as of July 29,
\n2010, by and among the Company and certain of its investors, as the same may be
\namended and\/or restated from time to time (the “Shareholders
\nAgreement<\/u>“), shall be required to execute and become a party to such
\nagreement.<\/p>\n<\/td>\n<\/tr>\n

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

Confidentiality Agreement:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Concurrently with the execution of this Grant Notice, the Holder, to the
\nextent not already a party to the Confidentiality Assignment Agreement attached
\nhereto as Exhibit A<\/u> (the “Confidentiality Agreement<\/u>“), shall
\nexecute and become a party to such Confidentiality Agreement. In the event that
\nthe Holder breaches the Confidentiality Agreement, in addition to any other
\nremedies, the Committee may determine, in its sole discretion, to require all
\nRestricted Stock then held by the Holder to be immediately forfeited and
\nreturned to the Company without additional consideration.<\/p>\n<\/td>\n<\/tr>\n

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

Section 280G:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Modified Cutback<\/u>. If any payment, benefit, or distribution of any type
\nto or for the benefit of the Holder, whether paid or payable, provided or to be
\nprovided, or distributed or distributable pursuant to the terms of this Grant
\nNotice or otherwise (collectively, the “Parachute Payments<\/u>“) would
\nsubject the Holder to the excise tax imposed under Section 4999 of the Code (the
\n“Excise Tax<\/u>“), the Parachute Payments shall be reduced so that the
\nmaximum amount of the Parachute Payments (after reduction) shall be one dollar
\n($1.00) less than the amount which would cause the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 2 –<\/p>\n

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

Parachute Payments to be subject to the Excise Tax; provided that the
\nParachute Payments shall only be reduced to the extent the after-tax value of
\namounts received by the Holder after application of the above reduction would
\nexceed the after-tax value of the amounts received without application of such
\nreduction. For this purpose, the after-tax value of an amount shall be
\ndetermined taking into account all federal, state, and local income, employment
\nand excise taxes applicable to such amount. Unless the Holder shall have given
\nprior written notice to the Company to effectuate a reduction in the Parachute
\nPayments if such a reduction is required, which notice shall be consistent with
\nthe requirements of Section 409A of the Code to avoid the imputation of any tax,
\npenalty or interest thereunder, then the Company shall reduce or eliminate the
\nParachute Payments by first reducing or eliminating accelerated vesting of stock
\noptions or similar awards, then reducing or eliminating any cash payments (with
\nthe payments to be made furthest in the future being reduced first), then by
\nreducing or eliminating any other remaining Parachute Payments; provided, that
\nno such reduction or elimination shall apply to any non-qualified deferred
\ncompensation amounts (within the meaning of Section 409A of the Code) to the
\nextent such reduction or elimination would accelerate or defer the timing of
\nsuch payment in a manner that does not comply with Section 409A of the Code.\n<\/p>\n<\/td>\n<\/tr>\n

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

Determinations<\/u>. (i) An initial determination as to whether (x) any of
\nthe Parachute Payments received by the Holder in connection with the occurrence
\nof a change in the ownership or control of the Company or in the ownership of a
\nsubstantial portion of the assets of the Company shall be subject to the Excise
\nTax, and (y) the amount of any reduction, if any, that may be required pursuant
\nto the previous paragraph, shall be made by an independent accounting firm
\nselected by the Company (the “Accounting Firm<\/u>“) prior to the consummation
\nof such change in the ownership or effective control of the Company or in the
\nownership of a substantial portion of the assets of the Company. The Holder
\nshall be furnished with notice of all determinations made as to the Excise Tax
\npayable with respect to the Holder153s Parachute Payments, together with the
\nrelated calculations of the Accounting Firm, promptly after such determinations
\nand calculations have been received by the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 3 –<\/p>\n

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

(ii) For purposes of this provision, (A) no portion of the Parachute Payments
\nthe receipt or enjoyment of which the Holder shall have effectively waived in
\nwriting prior to the date of payment of the Parachute Payments shall be taken
\ninto account; (B) no portion of the Parachute Payments shall be taken into
\naccount which in the opinion of the Accounting Firm does not constitute a
\n“parachute payment” within the meaning of Section 280G(b)(2) of the Code; (C)
\nthe Parachute Payments shall be reduced only to the extent necessary so that the
\nParachute Payments (other than those referred to in the immediately preceding
\nclause (A) or (B)) in their entirety constitute reasonable compensation for
\nservices actually rendered within the meaning of Section 280G(b)(4) of the Code
\nor are otherwise not subject to disallowance as deductions, in the opinion of
\nthe auditor or tax counsel referred to in such clause (B); and (D) the value of
\nany non-cash benefit or any deferred payment or benefit included in the
\nParachute Payments shall be determined by the Company153s independent auditors
\nbased on Sections 280G and 4999 of the Code and the regulations for applying
\nthose sections of the Code, or on substantial authority within the meaning of
\nSection 6662 of the Code.<\/p>\n<\/td>\n<\/tr>\n

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

Additional Terms:<\/strong><\/p>\n<\/td>\n

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

The Restricted Stock granted hereunder shall be registered in the Holder153s
\nname on the books of the Company during the Lock-Up Period and for such
\nadditional time as the Committee determines appropriate in its reasonable
\ndiscretion. Any certificates representing Restricted Stock shall be subject to
\nsuch stop-transfer orders and other restrictions as the Committee may deem
\nadvisable under the rules, regulations, and other requirements of the Securities
\nand Exchange Commission, any stock exchange upon which such shares are listed,
\nand any applicable federal or state laws, and the Committee may cause a legend
\nor legends to be put on any such certificates to make appropriate reference to
\nsuch restrictions as the Committee deems appropriate.<\/p>\n<\/td>\n<\/tr>\n

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

Upon vesting of the Restricted Stock (or such other time that the Restricted
\nStock is taken into income), Holder will be required to satisfy applicable
\nwithholding tax obligations, if any, as provided in the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 4 –<\/p>\n

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

The Holder shall be the record owner of the Restricted Stock until or unless
\nsuch Restricted Stock is forfeited or repurchased, or otherwise sold or
\ntransferred in accordance with the terms of the Plan, and as record owner shall
\ngenerally be entitled to all rights of a Stockholder with respect to the
\nRestricted Stock; provided, however, that the Company will retain custody of all
\ndividends and distributions, if any (“Retained Distributions<\/u>“), made or
\ndeclared on the Restricted Stock (and such Retained Distributions shall be
\nsubject to forfeiture and the same restrictions, terms and vesting and other
\nconditions as are applicable to the Restricted Stock) until such time, if ever,
\nas the Restricted Stock with respect to which such Retained Distributions shall
\nhave been made, paid or declared shall have become vested, and such Retained
\nDistributions shall not bear interest or be segregated in a separate account. As
\nsoon as practicable following each applicable vesting date any applicable
\nRetained Distributions shall be delivered to the Holder.<\/p>\n<\/td>\n<\/tr>\n

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

This Grant Notice does not confer upon the Holder any right to continue as an
\nemployee or service provider of the Employer or any other member of the Company
\nGroup.<\/p>\n<\/td>\n<\/tr>\n

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

This Grant Notice shall be construed and interpreted in accordance with the
\nlaws of the State of Delaware, without regard to the principles of conflicts of
\nlaw thereof.<\/p>\n<\/td>\n<\/tr>\n

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

The Holder agrees that the Company may deliver by email all documents
\nrelating to the Plan or the Restricted Stock (including, without limitation, a
\ncopy of the Plan) and all other documents that the Company is required to
\ndeliver to its security holders (including, without limitation, disclosures that
\nmay be required by the Securities and Exchange Commission). The Holder also
\nagrees that the Company may deliver these documents by posting them on a website
\nmaintained by the Company or by a third party under contract with the Company.
\nIf the Company posts these documents on a website, it shall notify the Holder by
\nemail or such other reasonable manner as then determined by the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 5 –<\/p>\n

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

Representations and Warranties of the Holder:<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

The Holder hereby represents and warrants to the Company that:<\/p>\n<\/td>\n<\/tr>\n

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

The Holder understands that the Stock has not been registered under the
\nSecurities Act, nor qualified under any state securities laws, and that it is
\nbeing offered and sold pursuant to an exemption from such registration and
\nqualification based in part upon the Holder153s representations contained herein;
\nthe Stock is being issued to Holder hereunder in reliance upon the exemption
\nfrom such registration provided by Section 4(2) of the Securities Act for
\ntransactions by an issuer not involving any public offering, and in connection
\ntherewith, the Holder acknowledges the Holder153s status as an “accredited
\ninvestor” within the meaning of Rule 501 promulgated under the Securities Act;\n<\/p>\n<\/td>\n<\/tr>\n

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

The Holder is an “accredited investor” as such term is defined in Rule 501(a)
\nof the Securities Act and has such knowledge and experience in financial and
\nbusiness matters that the Holder is capable of evaluating the merits and risks
\nof the investment contemplated by this Grant Notice, and the Holder is able to
\nbear the economic risk of this investment in the Company (including a complete
\nloss of this investment);<\/p>\n<\/td>\n<\/tr>\n

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

Except as specifically provided herein or in the Plan, the Holder has no
\ncontract, undertaking, understanding, agreement, or arrangement, formal or
\ninformal, with any person to sell, transfer, or pledge all or any portion of his
\nor its Stock, and has no current plans to enter into any such contract,
\nundertaking, understanding, agreement, or arrangement;<\/p>\n<\/td>\n<\/tr>\n

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

The Holder has not seen, received, been presented with, or been solicited by
\nany leaflet, public promotional meeting, article, or any other form of
\nadvertising or general solicitation as to the Company153s sale to the Holder of
\nthe Stock;<\/p>\n<\/td>\n<\/tr>\n

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

The Holder is familiar with the business and operations of the Company and
\nhas been afforded full and complete access to the books, financial statements,
\nrecords, contracts, documents, and other information concerning the Company<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 6 –<\/p>\n

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

and its proposed activities, and has been afforded an opportunity to ask such
\nquestions of the Company153s agents, accountants, and other representatives
\nconcerning the Company153s proposed business, operations, financial condition,
\nassets, liabilities, and other relevant matters as he or it has deemed necessary
\nor desirable, and has been given all such information as has been requested, in
\norder to evaluate the merits and risks of the investment contemplated herein;\n<\/p>\n<\/td>\n<\/tr>\n

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

The Holder has been informed that the shares of Stock are restricted
\nsecurities under the Securities Act and may not be resold or transferred unless
\nthe shares of Stock are first registered under the federal securities laws or
\nunless an exemption from such registration is available; and<\/p>\n<\/td>\n<\/tr>\n

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

The Holder is prepared to hold the shares of Stock for an indefinite period
\nand that the Holder is aware that Rule 144 as promulgated under the Securities
\nAct, which exempts certain resales of restricted securities, is not presently
\navailable to exempt the resale of the shares of Stock from the registration
\nrequirements of the Securities Act.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signatures to appear on the following page.]<\/p>\n

– 7 –<\/p>\n

\n

THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE AND
\nTHE PLAN, AND AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK
\nHEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS GRANT NOTICE AND THE PLAN.
\n<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

IGLOO HOLDINGS CORPORATION<\/p>\n<\/td>\n

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

HOLDER<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

\/s\/ Vincent A. Chippari<\/p>\n<\/td>\n

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

\/s\/ Andrew Prozes<\/p>\n<\/td>\n<\/tr>\n

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

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

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

Signature<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

Treasurer & Co-Secretary<\/p>\n<\/td>\n

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

Date: May 5, 2011<\/p>\n<\/td>\n<\/tr>\n

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

Date: May 13, 2011<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 8 –<\/p>\n

\n

EXHIBIT A <\/strong><\/p>\n

CONFIDENTIALITY AGREEMENT <\/strong><\/p><\/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":[9539,9546],"class_list":["post-40353","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-interactive-data-corp","corporate_contracts_industries-financial__securities","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40353","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=40353"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40353"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40353"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40353"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}