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Exhibit 10.30

MSCI

EQUITY INCENTIVE COMPENSATION PLAN

2008 AWARD CERTIFICATE

FOR STOCK UNITS

FOR EXECUTIVE OFFICERS

AND THE GENERAL COUNSEL


TABLE OF CONTENTS

 

 

 

 

  

 

  

PAGE

SECTION 1.

  

Stock Units Generally.

  

4

SECTION 2.

  

Vesting Schedule; Conversion.

  

4

SECTION 3.

  

Six-Month Delay for Specified Employees.

  

5

SECTION 4.

  

Dividend Equivalent Payments.

  

5

SECTION 5.

  

Death and Disability.

  

6

SECTION 6.

  

Full Career Retirement.

  

6

SECTION 7.

  

Involuntary Termination by the Company.

  

6

SECTION 8.

  

Governmental Service Termination.

  

6

SECTION 9.

  

Qualifying Termination.

  

6

SECTION 10.

  

Qualifying Change in Control.

  

7

SECTION 11.

  

Termination of Employment and Cancellation of Awards.

  

7

SECTION 12.

  

Tax and Other Withholding Obligations.

  

7

SECTION 13.

  

Satisfaction of Obligations.

  

8

SECTION 14.

  

Nontransferability.

  

8

SECTION 15.

  

Designation of a Beneficiary.

  

8

SECTION 16.

  

Ownership and Possession.

  

9

SECTION 17.

  

Securities Law Compliance Matters.

  

9

SECTION 18.

  

Compliance with Laws and Regulations.

  

9

SECTION 19.

  

No Entitlements.

  

9

SECTION 20.

  

Consents under Local Law.

  

10

SECTION 21.

  

Award Modification.

  

10

SECTION 22.

  

Severability.

  

11

SECTION 23.

  

Successors.

  

11

SECTION 24.

  

Governing Law.

  

11

SECTION 25.

  

Rule of Construction for Timing of Conversion.

  

11

SECTION 26.

  

Defined Terms.

  

11


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


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