Exhibit 10.30
MSCI
EQUITY INCENTIVE COMPENSATION
PLAN
2008 AWARD
CERTIFICATE
FOR STOCK UNITS
FOR EXECUTIVE
OFFICERS
AND THE GENERAL
COUNSEL
TABLE OF CONTENTS
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PAGE
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SECTION 1.
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Stock Units
Generally.
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4
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SECTION 2.
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Vesting
Schedule; Conversion.
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4
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SECTION 3.
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Six-Month
Delay for Specified Employees.
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5
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SECTION 4.
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Dividend
Equivalent Payments.
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5
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SECTION 5.
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Death and
Disability.
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6
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SECTION 6.
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Full Career
Retirement.
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6
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SECTION 7.
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Involuntary
Termination by the Company.
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6
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SECTION 8.
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Governmental
Service Termination.
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6
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SECTION 9.
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Qualifying
Termination.
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6
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SECTION 10.
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Qualifying
Change in Control.
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7
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SECTION 11.
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Termination
of Employment and Cancellation of Awards.
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7
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SECTION 12.
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Tax and
Other Withholding Obligations.
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7
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SECTION 13.
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Satisfaction
of Obligations.
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8
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SECTION 14.
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Nontransferability.
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8
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SECTION 15.
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Designation
of a Beneficiary.
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8
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SECTION 16.
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Ownership
and Possession.
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9
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SECTION 17.
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Securities
Law Compliance Matters.
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9
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SECTION 18.
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Compliance
with Laws and Regulations.
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9
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SECTION 19.
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No
Entitlements.
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9
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SECTION 20.
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Consents
under Local Law.
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10
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SECTION 21.
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Award
Modification.
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10
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SECTION 22.
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Severability.
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11
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SECTION 23.
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Successors.
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11
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SECTION 24.
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Governing
Law.
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11
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SECTION 25.
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Rule of
Construction for Timing of Conversion.
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11
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SECTION 26.
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Defined
Terms.
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11
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MSCI 2008 AWARD
CERTIFICATE
FOR STOCK UNITS
FOR EXECUTIVE
OFFICERS
AND THE GENERAL
COUNSEL
MSCI has awarded you stock units as
an incentive for you to continue to remain in Employment and
provide services to the Company, from the Date of the Award through
the Scheduled Vesting Dates, as provided in this Award Certificate.
This Award Certificate sets forth the general terms and conditions
of your 2008 stock unit award.
The number of stock units in your
award has been communicated to you separately in a term sheet
delivered to you. If you are employed outside the United States,
you will also receive an “International Tax Supplement”
that contains supplemental terms and conditions for your 2008 stock
unit award. This Award Certificate should be read in conjunction
with the International Tax Supplement, if applicable, in order for
you to understand the terms and conditions of your stock unit
award.
Your stock unit award is made
pursuant to the Plan. References to “stock units” in
this Award Certificate mean only those stock units included in your
2008 stock unit award, and the terms and conditions herein apply
only to such award. If you receive any other award under the Plan
or another equity compensation plan, it will be governed by the
terms and conditions of the applicable award documentation, which
may be different from those herein.
The purpose of the stock unit award
is, among other things, to align your interests with the interests
of the Company and to reward you for your continued Employment and
service to the Company in the future. In view of these purposes,
you will earn each portion of your 2008 stock unit award only if
you remain in continuous Employment through the applicable
Scheduled Vesting Date or as otherwise set forth below.
Section 409A of the Internal
Revenue Code imposes rules relating to the taxation of deferred
compensation, including your 2008 stock unit award. The Company
reserves the right to modify the terms of your 2008 stock unit
award, including, without limitation, the payment provisions
applicable to your stock units, to the extent necessary or
advisable to comply with Section 409A of the Internal Revenue
Code and reserves the right to make any changes to your stock unit
award so that it does not become subject to Section 409A or
become subject to a six-month wait period under
Section 409A.
Capitalized terms used in this Award
Certificate that are not defined in the text have the meanings set
forth in Section 26 below. Capitalized terms used in this
Award Certificate that are not defined in the text or in
Section 26 below have the meanings set forth in the
Plan.
SECTION 1 . Stock Units
Generally.
Each of your stock units corresponds
to one share of MSCI class A common stock. A stock unit constitutes
an unsecured promise by MSCI to pay you one share of MSCI class A
common stock on the conversion date for the stock unit. As the
holder of stock units, you have only the rights of a general
unsecured creditor of MSCI. You will not be a stockholder with
respect to the shares of MSCI class A common stock underlying your
stock units unless and until your stock units convert to
shares.
SECTION 2 . Vesting
Schedule; Conversion.
(a) Vesting Schedule . Your
stock units will vest according to the following schedule:
[ ].
Any fractional stock units resulting from the application of the
vesting schedule will be aggregated and will vest on the First
Scheduled Vesting Date. Except as otherwise provided in this Award
Certificate, each portion of your stock units will vest only if you
continue to serve the Company by remaining in continuous Employment
through the applicable Scheduled Vesting Date. The special vesting
terms set forth in Section 5, Section 6, Section 7,
Section 8, Section 9 and Section 10 of this Award
Certificate apply (i) if your Employment terminates by reason
of your death or Disability, (ii) if your Employment
terminates in a Full Career Retirement, (iii) if the Company
terminates your Employment in an involuntary termination under the
circumstances described in Section 7, (iv) if your
Employment terminates in a Governmental Service Termination,
(v) if your Employment terminates in a Qualifying Termination
or (vi) in the event of a Qualifying Change in Control. Vested
stock units are subject to any transfer restrictions and
cancellation and tax withholding provisions set forth in this Award
Certificate.
(b) Conversion .
(i) Except as otherwise provided in
this Award Certificate, each of your vested stock units will
convert to one share of MSCI class A common stock on the applicable
Scheduled Vesting Date.
(ii) Shares to which you are
entitled upon conversion of stock units under any provision of this
Award certificate shall not be subject to any transfer
restrictions, other than those that may arise under the securities
laws or the Company’s policies, or to cancellation under the
circumstances set forth in Section 11(c).
4
SECTION 3 . Six-Month Delay
for Specified Employees.
Notwithstanding the other provisions
of this Award Certificate, to the extent necessary to comply with
Section 409A of the Internal Revenue Code, if MSCI considers
you to be one of its “specified employees” as defined
in Section 409A of the Internal Revenue Code (which will not
occur until after April 1, 2009) at the time of your
Separation from Service, either (i) conversion of your stock
units will be delayed until the first business day following the
date that is six months after your Separation from Service or
(ii) your stock units will convert into a right to receive
cash equal to the value of the stock price underlying such units on
the date of your Separation from Service, to be paid on the sixth
month anniversary of such date with accrued interest, as determined
by the Company; provided that while you may express to the
Company your preference as to the form of consideration, the
ultimate determination as to such form will be solely at the
Company’s discretion; provided, further , that to the
extent this Section 3 is applicable, in the event that after
the date of your termination of Employment, you (i) die or
(ii) accept employment at a Governmental Employer and you
provide the Company with satisfactory evidence demonstrating that
as a result of such new employment, the divestiture of your
continued interest in MSCI equity awards or continued ownership in
MSCI class A common stock is reasonably necessary to avoid the
violation of U.S. federal, state or local or foreign ethics law or
conflicts of interest law applicable to you at such Governmental
Employer, payment will be made immediately.
SECTION 4 . Dividend
Equivalent Payments.
Until your stock units convert to
shares, if and when MSCI pays a regular or ordinary cash dividend
on its class A common stock, you will be paid a dividend equivalent
in the same amount as the dividend you would have received if you
held shares for your vested and unvested stock units. No dividend
equivalents will be paid to you with respect to any canceled stock
units.
MSCI will decide on the form of
payment and may pay dividend equivalents in shares of MSCI class A
common stock, in cash or in a combination thereof. MSCI will pay
the dividend equivalent when it pays the corresponding dividend on
its class A common stock.
Because dividend equivalent payments
are considered part of your compensation for income tax purposes,
they will be subject to applicable tax and other withholding
obligations.
5
SECTION 5 . Death and
Disability.
The following special vesting and
payment terms apply to your stock units:
(a) Termination of Employment due
to Death . If your Employment terminates due to death, all of
your unvested stock units will immediately vest. Your stock units
will convert to shares of MSCI class A common stock upon your
death; provided that MSCI has knowledge of your death within
seventy-five days following your death. Such shares will be
delivered to the beneficiary you have designated pursuant to
Section 15 or the legal representative of your estate, as
applicable.
(b) Termination of Employment due
to Disability . If your Employment terminates due to
Disability, provided that no Cancellation Event has
occurred, all of your unvested stock units will vest and convert to
shares of MSCI class A common stock on the date your Employment
terminates, and you will no longer be subject to the cancellation
provisions described in Section 11.
SECTION 6 . Full Career
Retirement.
In the event of your Full Career
Retirement, provided that no Cancellation Event has
occurred, all of your unvested stock units will vest and convert to
shares of MSCI class A common stock on the date your Employment
terminates, and, following conversion, you will no longer be
subject to the cancellation provisions described in
Section 11, except as provided in Section 3.
SECTION 7 . Involuntary
Termination by the Company.
If the Company terminates your
Employment under circumstances not involving a Cancellation Event
and you sign an agreement and release satisfactory to the Company,
all of your unvested stock units will vest on the date your
Employment terminates. On that date, your stock units will convert
to shares of MSCI class A common stock, and you will no longer be
subject to the cancellation provisions described in
Section 11, except as provided in Section 3.
SECTION 8 . Governmental
Service Termination.
If your Employment terminates in a
Governmental Service Termination under circumstances not involving
a Cancellation Event, all of your unvested stock units will vest
and convert to shares of MSCI class A common stock on the date your
Employment terminates, and you will no longer be subject to the
cancellation provisions described in Section 11.
SECTION 9 . Qualifying
Termination.
If your employment terminates in a
Qualifying Termination, all unvested stock units will vest and be
converted into shares of MSCI class A common stock on the date of
your Qualifying Termination, and you will no longer be subject to
the cancellation provisions described in Section 11, except as
provided in Section 3.
6
SECTION 10 . Qualifying
Change in Control.
In the event of a Qualifying Change
in Control, all of your unvested stock units will vest and be
converted into shares of MSCI class A common stock as of the
effective date of the Qualifying Change in Control.
SECTION 11 . Termination of
Employment and Cancellation of Awards.
(a) Cancell