-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
PoSryYiH3AthjgP9wG12etnUuICMcukg+ZcPD6NtXw7RtrdJ1AsE0ZE9ZjFkbrUU
f50qU2XB7P7C6ZrTdF6UlA==
0000950123-09-007189.txt : 20090424
0000950123-09-007189.hdr.sgml : 20090424
20090424163737
ACCESSION NUMBER: 0000950123-09-007189
CONFORMED SUBMISSION TYPE: PRE 14A
PUBLIC DOCUMENT COUNT: 8
CONFORMED PERIOD OF REPORT: 20090604
FILED AS OF DATE: 20090424
DATE AS OF CHANGE: 20090424
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: MARKETAXESS HOLDINGS INC
CENTRAL INDEX KEY: 0001278021
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 522230784
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: PRE 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34091
FILM NUMBER: 09770110
BUSINESS ADDRESS:
STREET 1: 140 BROADWAY 42ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10005
BUSINESS PHONE: 212-831-6000
MAIL ADDRESS:
STREET 1: 140 BROADWAY 42ND FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10005
FORMER COMPANY:
FORMER CONFORMED NAME: MARKETAXESS HOLDING INC
DATE OF NAME CHANGE: 20040129
PRE 14A
1
y76595pre14a.htm
PRELIMINARY PROXY STATEMENT
PRE 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
þ
Filed by a Party other than the Registrant
o
Check the appropriate box:
þ Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
o Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to §240.14a-12
MarketAxess Holdings
Inc.
(Name of Registrant as Specified In
Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No
fee required.
o Fee
computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
|
|
|
|
(3)
|
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
|
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|
|
o
|
Fee paid previously with preliminary materials.
|
|
o
|
Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
MarketAxess Holdings Inc.
140 Broadway, 42nd Floor
New York, New York 10005
,
2009
To the Stockholders of MarketAxess Holdings Inc.:
You are invited to attend the 2009 Annual Meeting of
Stockholders (the Annual Meeting) of
MarketAxess Holdings Inc. (the Company) scheduled
for Thursday, June 4, 2009, at 10:00 a.m., Eastern
Daylight Time, at The New York Marriott Downtown Hotel,
85 West Street, New York, New York 10006. The
Companys Board of Directors and management look forward to
seeing you.
Details of the business to be conducted at the Annual Meeting
are given in the attached Notice of Annual Meeting and Proxy
Statement, which you are urged to read carefully.
Enclosed you will find a Notice of Annual Meeting of
Stockholders containing a description of the items of business
expected to be covered at the Annual Meeting, our proxy
statement, a proxy card and our Annual Report on
Form 10-K
for the year ended December 31, 2008.
Your vote is important to us. Whether or not you plan to attend
the Annual Meeting in person, your shares should be represented
and voted. After reading the enclosed proxy statement, please
cast your vote via the Internet or telephone or complete, sign,
date and return the proxy in the pre-addressed envelope that we
have included for your convenience. If you hold your shares in a
stock brokerage account, please check your proxy card or contact
your broker or nominee to determine whether you will be able to
vote via the Internet or by telephone.
On behalf of the Board of Directors, thank you for your
continued support.
Sincerely,
Richard M. McVey
Chairman and Chief Executive Officer
MarketAxess
Holdings Inc.
140 Broadway, 42nd Floor
New York, New York 10005
NOTICE
OF
2009 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of MarketAxess Holdings Inc.:
NOTICE IS HEREBY GIVEN that the 2009 Annual Meeting of
Stockholders (the Annual Meeting) of
MarketAxess Holdings Inc., a Delaware corporation (the
Company), will be held on Thursday,
June 4, 2009, at 10:00 a.m., Eastern Daylight Time, at
The New York Marriott Downtown Hotel, 85 West Street, New
York, New York 10006.
At the Annual Meeting we will:
1. vote to elect the ten nominees named in the attached
Proxy Statement as members of the Companys Board of
Directors for terms expiring at the 2010 Annual Meeting of
Stockholders;
2. vote to ratify the appointment of PricewaterhouseCoopers
LLP as the Companys independent registered public
accounting firm for the year ending December 31, 2009;
3. vote to approve the adoption of the MarketAxess Holdings
Inc. 2009 Code Section 162(m) Executive Performance
Incentive Plan;
4. vote to ratify the adoption of the Stockholders Rights
Agreement; and
5. transact such other business as may properly come before
the Annual Meeting or any adjournment or postponement thereof.
These items are more fully described in the Companys Proxy
Statement accompanying this Notice.
The record date for the determination of the stockholders
entitled to notice of, and to vote at, the Annual Meeting, or
any adjournment or postponement thereof, was the close of
business on April 7, 2009. You have the right to receive
this Notice and vote at the Annual Meeting if you were a
stockholder of record at the close of business on April 7,
2009. Please remember that your shares cannot be voted unless
you cast your vote by one of the following methods:
(1) vote via the Internet or call the toll-free number as
indicated on the proxy card; (2) sign and return a paper
proxy card; or (3) vote in person at the Annual Meeting.
By Order of the Board of Directors,
Charles Hood
General Counsel and Corporate Secretary
New York, New York
, 2009
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF
SHARES YOU OWN. PLEASE READ THE ATTACHED PROXY STATEMENT
CAREFULLY AND COMPLETE AND SUBMIT YOUR PROXY CARD VIA THE
INTERNET OR SIGN AND DATE YOUR PAPER PROXY CARD AS PROMPTLY AS
POSSIBLE AND RETURN IT IN THE ENCLOSED ENVELOPE. ALTERNATIVELY,
YOU MAY BE ABLE TO SUBMIT YOUR PROXY BY TOUCH-TONE PHONE AS
INDICATED ON THE PROXY CARD.
TABLE OF
CONTENTS
|
|
|
|
|
|
|
|
1
|
|
|
|
|
2
|
|
|
|
|
2
|
|
|
|
|
4
|
|
|
|
|
5
|
|
|
|
|
8
|
|
|
|
|
13
|
|
|
|
|
15
|
|
|
|
|
17
|
|
|
|
|
20
|
|
|
|
|
27
|
|
|
|
|
29
|
|
|
|
|
30
|
|
|
|
|
44
|
|
|
|
|
45
|
|
|
|
|
54
|
|
|
|
|
55
|
|
APPENDIX A
|
|
|
|
|
APPENDIX B
|
|
|
|
|
MarketAxess
Holdings Inc.
140 Broadway, 42nd Floor
New York, New York 10005
PROXY
STATEMENT for the
2009 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 4, 2009
GENERAL
INFORMATION
This Proxy Statement is furnished in connection with a
solicitation of proxies by the Board of Directors (the
Board or Board of
Directors) of MarketAxess Holdings Inc., a Delaware
corporation (MarketAxess, the
Company, we or
our), to be used at our 2009 Annual Meeting
of Stockholders (the Annual Meeting)
scheduled for Thursday, June 4, 2009, at 10:00 a.m.,
Eastern Daylight Time (EDT), at The
New York Marriott Downtown Hotel, 85 West Street, New
York, New York 10006.
This Proxy Statement and the accompanying Notice of Annual
Meeting of Stockholders and proxy card are first being mailed to
stockholders on or about , 2009. Whenever we
refer in this Proxy Statement to the Annual Meeting,
we are also referring to any meeting that results from any
postponement or adjournment of the June 4, 2009 meeting.
Holders of record of our common stock, par value $0.003 per
share (Common Stock), and Series B
preferred stock, par value $0.001 per share
(Series B Preferred Stock), at the close
of business on April 7, 2009 (the Record
Date), are entitled to notice of, and to vote at the
Annual Meeting. On that date, there were 35,209,004 shares
entitled to be voted, consisting of 31,709,004 shares of
Common Stock outstanding and 3,500,000 shares of Common
Stock issuable upon conversion of the 35,000 shares of
Series B Preferred Stock outstanding.
We encourage you to vote your shares, either by voting in
person at the Annual Meeting or by granting a proxy
(i.e., authorizing someone to vote your shares). If you
vote via the internet or telephone or execute the attached paper
proxy card, the individuals designated will vote your shares
according to your instructions. If any matter other than
Proposals 1, 2, 3 or 4 listed in the Notice of Annual
Meeting of Stockholders is presented at the Annual Meeting, the
designated individuals will, to the extent permissible, vote all
proxies in the manner that the Board may recommend or, in the
absence of such recommendation, in the manner they perceive to
be in the best interests of the Company.
If you indicate when voting via the Internet that you wish to
vote as recommended by the Board or if you execute the enclosed
paper proxy card but do not give instructions, your proxy will
be voted as follows: FOR the election of the nominees for
director named herein, FOR ratification of the appointment of
PricewaterhouseCoopers LLP as our independent registered public
accounting firm for the year ending December 31, 2009, FOR
the approval of the adoption of the MarketAxess Holdings Inc.
2009 Code Section 162(m) Executive Performance Incentive
Plan (the 2009 Incentive Plan), FOR the
ratification of the adoption of the Stockholders Rights
Agreement (the Rights Agreement), and in
accordance with the best judgment of the persons appointed as
proxies with respect to any other matters which properly come
before the Annual Meeting. If your shares are held in a stock
brokerage account or by a bank or other nominee see the
information under the heading Voting Broker
authority to vote.
Information on how you may vote at the Annual Meeting (such as
granting a proxy that directs how your shares should be voted,
or attending the Annual Meeting in person), as well as how you
can revoke a proxy, is contained in this Proxy Statement under
the headings Solicitation of Proxies and Voting.
The rules of the Securities and Exchange Commission (the
SEC) require us to notify all stockholders,
including those stockholders to whom we have mailed proxy
materials, of the availability of our proxy materials through
the Internet.
Important Notice Regarding the Availability of Proxy
Materials
for the Stockholder Meeting to be held on June 4,
2009
Our Proxy Statement and 2008 Annual Report to Stockholders
are available at
https://materials.proxyvote.com/57060D
SOLICITATION
OF PROXIES
General
The attached proxy card allows you to instruct the designated
individuals how to vote your shares. You may vote in favor of,
against, or abstain from voting on any proposal. In addition,
with respect to Proposal 1 (the election of directors), you
may, if you desire, indicate on the proxy card that you are not
authorizing the designated individuals to vote your shares for
one or more of the nominees.
Solicitation
We will bear the entire cost of solicitation, including the
preparation, assembly, printing and mailing of this Proxy
Statement, the proxy card and any additional soliciting
materials furnished to stockholders. Copies of solicitation
materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially
owned by others so that they may forward the solicitation
materials to such beneficial owners. In addition, we may
reimburse such persons for their costs of forwarding the
solicitation materials to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by
solicitation by telephone or other means by our directors,
officers, employees or agents. No additional compensation will
be paid to these individuals for any such services. Except as
described above, we do not presently intend to solicit proxies
other than by mail.
VOTING
Stockholders
entitled to vote and shares outstanding
Each stockholder is entitled to one vote for each share of
Common Stock held on each matter submitted to a vote at the
Annual Meeting. As of the Record Date, 31,709,004 shares of
Common Stock were outstanding and entitled to be voted at the
Annual Meeting.
As of the Record Date, the 35,000 outstanding shares of
Series B Preferred Stock were convertible into
3,500,000 shares of Common Stock. Holders of Series B
Preferred Stock will vote together with the holders of Common
Stock as a single class on all matters which are voted upon by
the stockholders. Each holder of shares of Series B
Preferred Stock is entitled to the number of votes equal to the
number of shares of Common Stock into which all shares of
Series B Preferred Stock held by such holder could then be
converted at the Record Date.
As of the Record Date, there were 35,209,004 shares
entitled to vote at the Annual Meeting.
How to
vote
Submitting
a proxy via mail, the Internet or telephone
If you hold your shares through a stock broker, nominee,
fiduciary or other custodian, you may vote by calling the
toll-free telephone number listed on the proxy card or visiting
the website address listed on the proxy card. If you choose to
submit your proxy with voting instructions by telephone or
through the Internet, you will be required to provide your
assigned control number noted on the notice before your proxy
will be accepted. In addition to the instructions that appear on
the notice,
step-by-step
instructions will be provided by recorded telephone message or
at the designated website on the Internet. Votes submitted by
telephone or via the Internet must be received by
11:59 p.m., EDT, on June 3, 2009 in order for them to
be counted at the Annual Meeting.
If you are a stockholder of record, or otherwise received a
printed copy of the proxy materials, you may submit your proxy
with voting instructions by mail by following the instructions
set forth on the proxy card included with the proxy materials.
Specifically, if you are a stockholder of record on the Record
Date, you may vote by mailing your proxy card, with voting
instructions, to the address listed on your proxy card.
2
Voting
your shares in person at the Annual Meeting
For Shares Directly Registered in the Name of the
Stockholder: You may vote in person at the Annual
Meeting; however, we encourage you to vote by proxy card or the
Internet even if you plan to attend the meeting. If you plan to
attend the Annual Meeting, you will need to bring proof of your
ownership of our Common Stock or Series B Preferred Stock
as of the close of business on April 7, 2009, the Record
Date.
For Shares Registered in the Name of a Brokerage Firm or
Bank: You may vote in person at the Annual
Meeting; however, you will need to bring an account statement or
other acceptable evidence of ownership of Common Stock as of the
close of business on April 7, 2009. Alternatively, in order
to vote, you may contact the person in whose name your shares
are registered and obtain a proxy from that person and bring it
to the Annual Meeting.
Revoking
a proxy
A proxy that was submitted via the Internet or by telephone may
be revoked at any time before it is exercised by
(1) executing a later-dated proxy card via the Internet or
by telephone or (2) attending the Annual Meeting and voting
in person by ballot.
A proxy that was submitted by mail may be revoked at any time
before it is exercised by (1) giving written notice
revoking the proxy to our General Counsel and Corporate
Secretary at MarketAxess Holdings Inc., 140 Broadway,
42nd Floor, New York, NY 10005, (2) subsequently
filing another proxy bearing a later date or (3) attending
the Annual Meeting and voting in person by ballot.
If your shares are registered in the name of a brokerage firm or
bank, you must contact your brokerage firm or bank to change
your vote or obtain a proxy to vote your shares if you wish to
cast your vote in person at the meeting.
Your attendance at the Annual Meeting in and of itself will
not automatically revoke a proxy that was submitted via the
Internet, by telephone or by mail.
Broker
authority to vote
If your shares are held in a stock brokerage account or by a
bank or other nominee, you are considered to be the beneficial
owner of shares held in street name. These proxy materials are
being forwarded to you by your broker or nominee, who is
considered to be the holder of record with respect to your
shares. As the beneficial owner, you have the right to direct
your broker or nominee how to vote by filling out the voting
instruction form provided by your broker or nominee. Telephone
and Internet voting options may also be available to beneficial
owners. As a beneficial owner, you are also invited to attend
the Annual Meeting, but you must obtain an account statement or
other acceptable evidence of ownership of our Common Stock or a
proxy from the holder of record of your shares in order to vote
in person at the Annual Meeting.
If your shares are held in street name, your broker or nominee
will ask you how you want your shares to be voted. If you
provide voting instructions, your shares must be voted as you
direct. If you do not furnish voting instructions, one of two
things can happen, depending upon whether a proposal is
routine. Under the rules that govern brokers that
have record ownership of shares beneficially owned by their
clients, brokers have discretion to cast votes on routine
matters, such as the election of directors and ratification of
the appointment of independent registered public accounting
firms, without voting instructions from their clients. Brokers
are not permitted, however, to cast votes on
non-routine matters, such as approval of the
adoption of the 2009 Incentive Plan and ratification of the
adoption of the Rights Agreement, without such voting
instructions. A broker non-vote occurs when a broker
holding shares for a beneficial owner does not vote on a
particular proposal because the broker does not have
discretionary voting power for that proposal and has not
received voting instructions from the beneficial owner.
3
Quorum
A quorum is required for the conduct of business at the meeting.
The presence at the meeting, in person or by proxy, of the
holders of shares having a majority of the voting power
represented by all outstanding shares entitled to vote on the
Record Date will constitute a quorum, permitting us to conduct
the business of the meeting. Proxies received but marked as
abstentions, if any, and broker non-votes (as described above)
will be included in the calculation of the number of shares
considered to be present at the meeting for quorum purposes. If
we do not have a quorum, we will be forced to reconvene the
Annual Meeting at a later date.
Votes
necessary to approve each proposal
Election of Directors. The affirmative vote of
a plurality of the votes cast at the Annual Meeting, either in
person or by proxy, is required for the election of directors.
This means that the ten individuals who receive the highest
number of votes will be elected as directors.
Other Items. For each other item, the
affirmative vote of the holders of a majority of the shares
present in person or represented by proxy and entitled to vote
on the item will be required for approval.
Abstentions and broker non-votes will not be voted either in
favor of or against any of the proposals. For the election of
directors, which requires a plurality of the votes cast, votes
withheld from one or more nominees will be excluded entirely
from the vote and will have no effect on the outcome. For the
ratification of our independent registered public accounting
firm, the approval of the adoption of the 2009 Incentive Plan
and the ratification of the adoption of the Rights Agreement,
each of which proposals will be decided by the affirmative vote
of a majority of the votes cast, abstentions will be counted for
purposes of determining the number of votes cast on the proposal
and will have the same effect as negative votes, but broker
non-votes will not be counted as shares present and entitled to
vote.
Certain
stockholder-related matters
We have not received notice of any stockholder proposals that
may be properly presented at the Annual Meeting. For information
regarding inclusion of stockholder proposals in our 2010 Annual
Meeting, see the information in this Proxy Statement under the
section heading Other Matters Stockholder
proposals for 2010 Annual Meeting.
AVAILABILITY
OF CERTAIN DOCUMENTS
Householding
of Annual Meeting materials
Some banks, brokers and other nominee record holders may
participate in the practice of householding proxy
statements and their accompanying documents. This means that
only one copy of our Proxy Statement is sent to multiple
stockholders in your household. We will promptly deliver a
separate copy of these documents to you upon written or oral
request to our Investor Relations Department at MarketAxess
Holdings Inc., 140 Broadway, 42nd Floor, New York, NY 10005
or
212-813-6000.
If you want to receive separate copies of our proxy statements
in the future, or if you are receiving multiple copies and would
like to receive only one copy per household, you should contact
your bank, broker or other nominee record holder, or you may
contact us at the above address and phone number.
Additional
information
We are required to file annual, quarterly and current reports,
proxy statements and other reports with the SEC. Copies of these
filings are available through our Internet website at
www.marketaxess.com or the SECs website at www.sec.gov. We
will furnish copies of our SEC filings (without exhibits),
including our Annual Report on
Form 10-K
for the year ended December 31, 2008, without charge to any
stockholder upon written or oral request to our Investor
Relations Department at MarketAxess Holdings Inc., 140 Broadway,
42nd Floor, New York, NY 10005 or
212-813-6000.
4
PROPOSAL 1
ELECTION OF DIRECTORS
The first proposal to be voted on at the Annual Meeting is the
election of directors. Our Board currently consists of
11 directors, nine of whom are not our employees. Each of
the nominees for director was elected by the Companys
stockholders on June 5, 2008. The directors will be elected
for a term which begins at the 2009 Annual Meeting of
Stockholders and ends at the 2010 Annual Meeting of
Stockholders. Each director will hold office until such
directors successor has been elected and qualified, or
until such directors earlier resignation or removal.
Pursuant to the Certificate of Designation of Series B
Preferred Stock of the Company, for so long as
17,500 shares of Series B Preferred Stock remain
outstanding, one member of the Board of Directors is subject to
election and removal by the holders of a majority of the
outstanding shares of Series B Preferred Stock voting as a
separate class. On July 15, 2008, the holders of
Series B Preferred Stock elected Robert W. Trudeau to the
Board of Directors, who will remain in office as a director
until his successor has been elected by the holders of
Series B Preferred Stock, or his earlier resignation or
removal by such holders.
Your
vote
If you sign the enclosed proxy card and return it to the
Company, your proxy will be voted FOR all directors, for
terms expiring in 2010, unless you specifically indicate on the
proxy card that you are withholding authority to vote for one or
more of the nominees.
A plurality of the votes cast by stockholders entitled to vote
at the Annual Meeting is required for the election of directors.
Accordingly, the directorships to be filled at the Annual
Meeting will be filled by the nominees receiving the highest
number of votes. In the election of directors, votes may be cast
in favor of or withheld with respect to any or all nominees.
Votes that are withheld will be excluded entirely from the vote
and will have no effect on the outcome of the vote.
Board
recommendation
The Board unanimously recommends that you vote
FOR the election of each of the following
nominees:
Richard M. McVey
Roger Burkhardt
Stephen P. Casper
David G. Gomach
Carlos M. Hernandez
Ronald M. Hersch
Jerome S. Markowitz
T. Kelley Millet
Nicolas S. Rohatyn
John Steinhardt
Each of these nominees is currently serving as a director on our
Board, and each nominee has agreed to serve on the Board if he
is elected. If any nominee is unable (or for whatever reason
declines) to serve as a director at any time before the Annual
Meeting, proxies may be voted for the election of a qualified
substitute designated by the current Board, or else the size of
the Board will be reduced accordingly. Biographical information
about each of the nominees is included under Director
information below.
5
Director
information
At the recommendation of the Nominating and Corporate Governance
Committee, the Board has nominated the persons named below to
serve as directors of the Company for a term beginning at the
2009 Annual Meeting of Stockholders and ending at the 2010
Annual Meeting of Stockholders.
|
|
|
Richard M. McVey
Director since April 2000
|
|
Richard M. McVey (49) has been Chief Executive Officer
and Chairman of our Board of Directors since our inception. As
an employee of J.P. Morgan & Co., one of our founding
broker-dealers, Mr. McVey was instrumental in the founding of
MarketAxess in April 2000. Prior to founding MarketAxess, Mr.
McVey was Managing Director and Head of North America Fixed
Income Sales at JPMorgan, where he managed the institutional
distribution of fixed-income securities to investors, from 1996
until April 2000. In that capacity, he was responsible for
developing and maintaining senior client relationships across
all market areas, including fixed-income, equities, emerging
markets, foreign exchange and derivatives. From 1992 to 1996,
Mr. McVey led JPMorgans North America Futures and Options
Business, including institutional brokerage, research,
operations, finance and compliance. Mr. McVey received a B.A. in
Finance from Miami (Ohio) University and an M.B.A. from Indiana
University.
|
Roger Burkhardt
Director since July 2007
|
|
Roger Burkhardt (48) is the President and Chief Executive
Officer of Ingres Corporation, a provider of business open
source software and solutions, a position he has held since July
2007. Mr. Burkhardt joined Ingres Corporation as President and
Chief Operating Officer in July 2006. From 2000 until 2006,
Mr. Burkhardt was Chief Technology Officer and Executive Vice
President of NYSE Group, Inc. Prior to his tenure with the NYSE,
Mr. Burkhardt held various capital markets-related technology
positions, including serving as President of listed equities at
Optimark Technologies, Inc., and director of capital markets at
IBM. Mr. Burkhardt holds bachelors and masters degrees in
physics from Oxford University and an M.B.A. in finance from New
York University.
|
Stephen P. Casper
Director since April 2004
|
|
Stephen P. Casper (59) is a partner of Vastardis Capital
Services, which provides fund administration and securities
processing outsourcing services to hedge funds, funds of funds
and private equity funds and their investment management
sponsors. Prior to this, Mr. Casper was Chairman and Chief
Executive Officer of Charter Atlantic Corporation, the holding
company of Fischer Francis Trees & Watts, Inc.
(FFTW), a specialist manager of U.S., global
and international fixed income portfolios for institutional
clients, and Malbec Partners, a manager of single-strategy hedge
funds. From April 2004 to January 2008, Mr. Casper was the
President and CEO of FFTW. Mr. Casper joined FFTW as Chief
Financial Officer in 1990 and was appointed Chief Operating
Officer in May 2001. From 1984 until 1990, Mr. Casper was
Treasurer of the Rockefeller Family Office. Mr. Casper is a
director of FFTW Funds, Inc., a publicly traded mutual fund. Mr.
Casper is a presiding director of the board of The Depository
Trust & Clearing Corporation and its subsidiaries, the
Depository Trust Company, the National Securities Clearing
Corporation, and the Fixed Income Clearing Corporation.
Mr. Casper is also a member of the Investment Committee of
the Brooklyn Museum. Mr. Casper is a Certified Public Accountant
and received a B.B.A. in accounting from Baruch College, where
he graduated magna cum laude, Beta Gamma Sigma,
and an M.S. in finance and accounting from The Wharton School at
the University of Pennsylvania.
|
6
|
|
|
David G. Gomach
Director since February 2005
|
|
David G. Gomach (50) is currently retired. Mr. Gomach was
the Chief Financial Officer and Treasurer of School Specialty,
Inc. from September 2006 through June 2007, having joined as
Executive Vice President Finance in August
2006. Prior to School Specialty, Mr. Gomach held various
positions at the Chicago Mercantile Exchange (CME) from 1987 to
2004. From June 1997 until his retirement from the CME in
November 2004, he served as Chief Financial Officer. From 1996
until 1997, Mr. Gomach served as Vice President, Internal Audit
and Administration. Also, during his tenure at the CME, he was a
Senior Director and Assistant Controller. Prior to joining the
CME, Mr. Gomach held positions at Perkin-Elmer, Singer
Corporation and Mercury Marine, a subsidiary of Brunswick
Corporation. Mr. Gomach is a Certified Public Accountant and
received a B.S. from the University of Wisconsin-LaCrosse and an
M.B.A. from Roosevelt University.
|
Carlos M. Hernandez
Director since February 2006
|
|
Carlos M. Hernandez (47) has been the Head of Global
Equities for JPMorgan since September 2006. Mr. Hernandez has
been with JPMorgan since 1986, working on a wide array of
advisory and financing transactions for both corporations and
governments, across various product groups and geographic
regions. Prior to his current position, Mr. Hernandez
spearheaded all forms of capital raising and distribution in the
fixed income, syndicated loans and equity markets. Previously,
Mr. Hernandez managed the Institutional Equities business for
the Americas. Before joining the Equities Division, Mr.
Hernandez served as JPMorgans regional executive for Latin
America. Mr. Hernandez is a member of JPMorgans
Global Investment Banking Management Committee.
|
Ronald M. Hersch
Director since July 2000
|
|
Ronald M. Hersch (61) was a Senior Managing Director at
Bear Stearns and Co. Inc. from June 1992 until his retirement in
April 2007. Mr. Hersch was responsible for directing the
firms futures business as well as coordinating eCommerce
activities and initiatives within the Fixed Income Division. Mr.
Hersch is a former Chairman of the Futures Industry Association.
He has previously served on the board of directors of Bond Desk
Group, LLC, the Chicago Board of Trade, and the National Futures
Association, the self-regulatory organization responsible for
futures industry oversight. Mr. Hersch received a B.A. from Long
Island University.
|
Jerome S. Markowitz
Director since March 2001
|
|
Jerome S. Markowitz (69) has been a partner of Conifer
Securities, LLC since September 2006. Prior to that Mr.
Markowitz was actively involved in managing a private investment
portfolio since 1998. Mr. Markowitz was Director of Capital
Markets for Montgomery Securities from 1987 to 1998, a Managing
Director at Rothchilds Securities Inc. from 1986 to 1987, and a
Senior Managing Director at Prudential Bache from 1983 to 1986.
|
T. Kelley Millet
Director since April 2007
|
|
T. Kelley Millet (49) has been President of MarketAxess
since September 2006, with primary responsibility for expanding
and diversifying the Companys North American business.
Prior to joining us, Mr. Millet served as Senior Managing
Director, Co-Head of Global Credit Trading at Bear Stearns from
2001 to 2006, where he was responsible for origination,
syndication, cash, derivatives and flow trading for the
investment grade and emerging markets businesses, as well as
high-yield derivatives. Prior to joining Bear Stearns in 2001,
Mr. Millet had a 19-year career with JPMorgan, where he
held positions of increasing responsibility, culminating in his
appointment as Global Head, Capital Markets and Syndicate. He
currently serves on the boards of Grace Outreach and the
American Red Cross. Mr. Millet received a B.A. in Economics from
Amherst College.
|
7
|
|
|
Nicolas S. Rohatyn
Director since April 2000
|
|
Nicolas S. Rohatyn (48) has been the Chief Executive
Officer and Chief Investment Officer of TRG Management
L.P., the investment manager of the TRG Global Opportunity
Master Fund, Ltd., since March 2003. From 1982 until 2001, Mr.
Rohatyn held a series of positions at JPMorgan, most recently as
Executive Director of JPMorgan and
Co-Head of
LabMorgan from March 2000 until September 2001 and as Managing
Director and co-Head of Global Fixed Income from January 1999
until March 2000. Mr. Rohatyn was also a member of the executive
management team at JPMorgan from January 1995 until December
2000. Mr. Rohatyn founded the Emerging Markets Traders
Association in 1990 and he served as its Chairman from then
until 1994. He currently serves on the board of The Alvin Ailey
American Dance Theatre. Mr. Rohatyn received a B.A. in Economics
from Brown University.
|
John Steinhardt
Director since April 2000
|
|
John Steinhardt (55) is the founder, and has been the
Managing Partner, Co-Chief Executive Officer and Co-Chief
Investment Officer, of KLS Diversified Asset Management since
July 2007. From July 2006 until July 2007, Mr. Steinhardt
managed a private investment portfolio. Mr. Steinhardt was
the founder, Chief Executive Officer and Chief Investment
Officer of Spectrum Investment Group from January 2005 to July
2006. Until October 2004, Mr. Steinhardt was Head of
North American Credit Markets for JPMorgan Chase & Co.
and a member of the Management Committee of the Investment
Banking Division of JPMorgan Chase & Co. Prior to the
merger of J.P. Morgan & Co. and the Chase Manhattan
Bank, Mr. Steinhardt was the Head of U.S. Securities at Chase
Securities Inc. and a member of the Management Committee from
1996 to 2000. He currently serves on the board of directors of
the 92nd Street Y and the board of trustees of the Central Park
Conservancy. Mr. Steinhardt received a B.S. in Economics from
St. Lawrence University and an M.B.A from Columbia University.
|
In addition to the foregoing ten nominees for director, as
discussed above, Mr. Trudeau was elected to the Board of
Directors by the holders of Series B Preferred Stock and
will remain in office as a director until his successor has been
elected by the holders of Series B Preferred Stock, or his
earlier resignation or removal by such holders. Certain
biographical information about Mr. Trudeau follows.
|
|
|
Robert W. Trudeau
Director since July 2008
|
|
Robert W. Trudeau (40) has been a general partner at
Technology Crossover Ventures (TCV), a
private equity and venture capital firm, since August 2005. Mr.
Trudeau was elected to the Board of Directors by the holders of
the Series B Preferred Stock pursuant to the terms thereof.
Prior to joining TCV, from January 2003 to August 2005,
Mr. Trudeau was a principal of General Atlantic Partners, a
venture capital firm. Mr. Trudeau currently serves on the board
of directors of RiskMetrics Group, Inc. and several privately
held companies. Mr. Trudeau received a B.A.H. in Political
Science from Queens University and an MBA from The
University of Western Ontario.
|
CORPORATE
GOVERNANCE AND BOARD MATTERS
Director
independence
The Board of Directors has determined that seven of our nominees
for director, Messrs. Burkhardt, Casper, Gomach, Hersch,
Markowitz, Rohatyn, and Steinhardt, as well as Mr. Trudeau,
who was elected to the Board of Directors by the holders of the
Series B Preferred Stock pursuant to the terms thereof,
currently meet the independence requirements contained in the
NASDAQ listing standards and applicable tax and securities rules
and regulations. None of these directors has a relationship with
the Company or its subsidiaries which would interfere with the
exercise of independent judgment in carrying out the
responsibilities of a director.
8
Each of these directors is independent as defined
within the meaning of the NASDAQ listing standards. In
compliance with the NASDAQ listing standards, we have a Board of
Directors comprised of a majority of independent directors.
The NASDAQ listing standards have both objective tests and a
subjective test for determining who is an independent
director. The objective tests state, for example, that a
director is not considered independent if he is an employee of
the Company or is a partner in or executive officer of an entity
to which the Company made, or from which the Company received,
payments in the current or any of the past three fiscal years
that exceed 5% of the recipients consolidated gross
revenue for that year. The subjective test states that an
independent director must be a person who lacks a relationship
that, in the opinion of the Board, would interfere with the
exercise of independent judgment in carrying out the
responsibilities of a director.
None of the non-employee directors were disqualified from
independent status under the objective tests. In
assessing independence under the subjective test, the Board took
into account the standards in the objective tests, and reviewed
and discussed additional information provided by the directors
and the Company with regard to each directors business and
personal activities as they may relate to MarketAxess
management. Based on all of the foregoing, as required by the
NASDAQ listing standards, the Board made a substantive
determination as to each of the eight independent directors that
no relationship exists which, in the opinion of the Board, would
interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. After reviewing the
relationship between the Company and Mr. Hernandezs
employer, JP Morgan Chase & Co.
(JPMorgan), the Company has decided not to
treat Mr. Hernandez as an independent director for purposes
of the NASDAQ listing standards and applicable SEC rules. In
making this determination, the Board considered that JPMorgan
represented less than 10% of the Companys annual revenue
in each of 2008, 2007 and 2006, and has from time to time
provided certain investment banking services to the Company,
including acting as an underwriter of our initial public
offering in 2004.
The Board has not established categorical standards or
guidelines to make these subjective determinations, but
considers all relevant facts and circumstances.
In addition to Board-level standards for director independence,
the directors who serve on the Audit Committee each satisfy
standards established by the SEC providing that to qualify as
independent for purposes of membership on the Audit
Committee, members of audit committees may not accept directly
or indirectly any consulting, advisory or other compensatory fee
from the Company other than their director compensation. Also,
each of the directors who serve on the Compensation Committee
has been determined to be a non-employee director
for purposes of the applicable SEC rules and regulations and an
outside director for purposes of the applicable tax
rules.
In making its independence determinations, the Board considered
transactions occurring since the beginning of 2006 between the
Company and entities associated with the independent directors
or members of their immediate family. In each case, the Board
determined that, because of the nature of the directors
relationship with the entity
and/or the
amount involved, the relationship did not impair the
directors independence. The Boards independence
determinations included reviewing the following relationships:
|
|
|
|
|
Mr. Casper was previously an executive officer of FFTW,
which represented less than 1% of the Companys annual
revenue in each of the past three years. FFTW is a wholly-owned
subsidiary of BNP Paribas, which represented less than 10% of
the Companys annual revenue in each of the past three
years.
|
|
|
|
Mr. Hersch was previously an employee, but not an executive
officer, of Bear, Stearns & Co., Inc., which
represented less than 5% of the Companys annual revenue in
each of the past three years.
|
|
|
|
Mr. Rohatyn is an executive officer of TRG Management L.P.,
the investment manager of the TRG Global Opportunity Master
Fund, Ltd. TRG Global Opportunity Master Fund, Ltd. represented
less than 1% of the Companys annual revenue in each of the
past three years.
|
|
|
|
Mr. Steinhardt was previously an employee, but not an
executive officer, of JPMorgan, which represented less than 10%
of the Companys annual revenue in each of the past three
years.
|
9
How
nominees to our Board are selected
Candidates for election to our Board of Directors are nominated
by our Nominating and Corporate Governance Committee and
ratified by our full Board of Directors for nomination to the
stockholders. The Nominating and Corporate Governance Committee
operates under a charter, which is available on our corporate
website at www.marketaxess.com.
The Nominating and Corporate Governance Committee will give due
consideration to candidates recommended by stockholders.
Stockholders may recommend candidates for the Nominating and
Corporate Governance Committees consideration by
submitting such recommendations directly to the Nominating and
Corporate Governance Committee by mail or electronically. In
making recommendations, stockholders should be mindful of the
discussion of minimum qualifications set forth in the following
paragraph. However, just because a recommended individual meets
the minimum qualification standards does not imply that the
Nominating and Corporate Governance Committee will necessarily
nominate the person so recommended by a stockholder. The
Nominating and Corporate Governance Committee may engage outside
search firms to assist in identifying or evaluating potential
nominees. In 2008, the Nominating and Corporate Governance
Committee retained an outside search firm to identify and assist
in evaluating potential nominees.
The Nominating and Corporate Governance Committee believes that
the minimum qualifications for serving on our Board are that a
nominee have substantial experience working as an executive
officer for, or serving on the board of, a public company, or
that he or she demonstrates by significant accomplishment in
another given field of endeavor, an ability to make a meaningful
contribution to the oversight and governance of a company having
a scope and size similar to our Company. A director must have an
exemplary reputation and record for honesty in his or her
personal dealings and business or professional activity. All
directors should possess a basic understanding of financial
matters; have an ability to review and understand the
Companys financial and other reports; and be able to
discuss such matters intelligently and effectively. He or she
also needs to exhibit qualities of independence in thought and
action. A candidate should be committed first and foremost to
the interests of the stockholders of the Company. Persons who
represent a particular special interest, ideology, narrow
perspective or point of view would not, therefore, generally be
considered good candidates for election to our Board.
Board
committees
The Audit Committee of our Board of Directors reviews, acts on
and reports to our Board of Directors with respect to various
auditing and accounting matters, including the recommendation of
our independent registered public accounting firm, the scope of
the annual audits, the fees to be paid to the independent
registered public accounting firm, the performance of the
independent registered public accounting firm and our accounting
practices. The Audit Committee currently consists of
Messrs. Gomach (Chair), Casper and Hersch. The Board of
Directors has determined that each member of the Audit Committee
is an independent director in accordance with NASDAQ listing
standards and that Mr. Casper and Mr. Gomach are both
Audit Committee financial experts, as defined by SEC guidelines
and as required by the applicable NASDAQ listing standards.
The Compensation Committee of the Board of Directors recommends,
reviews and oversees the salaries, benefits and stock option
plans for our employees, consultants, directors (other than
non-employee directors) and other individuals whom we
compensate. The Compensation Committee also administers our
compensation plans. The Compensation Committee currently
consists of Messrs. Steinhardt (Chair), Burkhardt and
Trudeau. The Board of Directors has determined that each member
of the Compensation Committee is an independent
director in accordance with NASDAQ listing standards, a
non-employee director under the applicable SEC rules
and regulations and an outside director under the
applicable tax rules.
The Nominating and Corporate Governance Committee of the Board
of Directors selects nominees for director positions to be
recommended by our Board of Directors for election as directors
and for any vacancies in such positions, develops and recommends
for our Board of Directors the Corporate Governance Guidelines
of the Company and oversees the annual review of the performance
of the Board of Directors, each director and each committee. The
Nominating and Corporate Governance Committee currently consists
of
10
Messrs. Casper (Chair), Hersch and Rohatyn. The Board of
Directors has determined that each member of the Nominating and
Corporate Governance Committee is an independent director in
accordance with NASDAQ listing standards.
Mr. Rohatyn serves as the Boards Lead Independent
Director. The Lead Independent Director is responsible for
coordinating the activities of the non-management directors,
including presiding over the executive sessions of
non-management directors.
Meetings
and attendance
During the year ended December 31, 2008, the full Board
held ten meetings; the Audit Committee held seven meetings; the
Compensation Committee held three meetings; and the Nominating
and Corporate Governance Committee held five meetings. The
non-management directors met in executive session without
management directors or employees present at each full meeting
of the Board during 2008. We expect each director to attend each
meeting of the full Board and of the committees on which he
serves and to attend the annual meeting of stockholders. All
directors, other than Mr. Hernandez, attended at least 75%
of the meetings of the full Board and the meetings of the
committees on which they served. Messrs. McVey, Millet,
Burkhardt, Casper, Gomach, Hersch, Markowitz, Rohatyn and
Steinhardt attended our 2008 annual meeting of stockholders.
Code of
Conduct, Code of Ethics and other governance documents
The Board has adopted a Code of Conduct that applies to all
officers, directors and employees, and a Code of Ethics for the
Chief Executive Officer and Senior Financial Officers. Both the
Code of Conduct and the Code of Ethics for the Chief Executive
Officer and Senior Financial Officers, as well as any amendments
to, or waivers under, the Code of Ethics for the Chief Executive
Officer and Senior Financial Officers, can be accessed in the
Investor Relations Corporate Governance
section of our website at www.marketaxess.com.
You may also obtain a copy of these documents by writing to
MarketAxess Holdings Inc., 140 Broadway, 42nd Floor, New
York, New York 10005, Attention: Investor Relations.
Copies of the charters of our Boards Audit Committee,
Compensation Committee and Nominating and Corporate Governance
Committee, as well as copies of the Companys Corporate
Governance Guidelines, certificate of incorporation and bylaws,
can be accessed in the Investor Relations
Corporate Governance section of our website.
Communicating
with our Board members
Although our Board of Directors has not adopted a formal process
for stockholder communications with the Board, we make every
effort to ensure that the views of stockholders are heard by the
Board or by individual directors, as applicable, and we believe
that this has been an effective process to date. Stockholders
may communicate with the Board by sending a letter to the
MarketAxess Holdings Inc. Board of Directors,
c/o General
Counsel, 140 Broadway, 42nd Floor, New York, New York
10005. The General Counsel will receive the correspondence and
forward it to the Chairman of the Board or to any individual
director or directors to whom the communication is directed, as
appropriate. Notwithstanding the above, the General Counsel has
the authority to discard or disregard any communication that is
unduly hostile, threatening, illegal or otherwise inappropriate
or to take any other appropriate actions with respect to such
communications.
In addition, any person, whether or not an employee, who has a
concern regarding the conduct of the Company or our employees,
including with respect to our accounting, internal accounting
controls or auditing issues, may, in a confidential or anonymous
manner, communicate that concern in writing by addressing a
letter to the Chairman of the Audit Committee,
c/o Corporate
Secretary, at our corporate headquarters address, which is 140
Broadway, 42nd Floor, New York, New York 10005, or
electronically, at our corporate website, www.marketaxess.com
under the heading Investor Relations Board of
Directors Confidential Ethics Web Form.
11
Director
compensation
Each non-employee director receives an annual retainer of
$50,000. The Lead Independent Director receives a supplemental
annual retainer of $10,000 and the chairman of the Nominating
and Corporate Governance Committee receives a supplemental
annual retainer of $7,500. The supplemental annual retainer for
the chairman of the Audit Committee is $15,000 and the
supplemental annual retainer for the chairman of the
Compensation Committee is $10,000. In addition, each
non-employee director receives $1,500 for each meeting of our
Board of Directors, $2,000 for each meeting of the Audit
Committee, and $1,000 for each meeting of the Compensation
Committee and the Nominating and Corporate Governance Committee
that the director attends. In August 2008, we granted
4,225 shares of restricted stock and options to purchase
4,225 shares of our Common Stock to each non-employee
director, other than Mr. Hernandez. One-half of these
awards vested on November 30, 2008 and the balance vests on
May 31, 2009. The exercise price of the stock options is
equal to the fair market value of the stock ($9.72 per share) on
the date of grant. These awards were made under the
Companys 2004 Stock Incentive Plan (Amended and Restated
Effective April 28, 2006) (the Stock Incentive
Plan). The Board of Directors recommends, reviews and
oversees the stock option plans for our non-employee directors.
We expect to continue to compensate our non-employee directors
with a combination of cash and equity awards.
Mr. Trudeau has informed the Company of his obligation to
transfer to TCV VI Management, L.L.C. (TCM
VI) any and all cash and equity compensation paid to
him by the Company in his capacity as a director of the Company.
Mr. Trudeau is a member of TCM VI. Mr. Trudeau has the
sole voting and dispositive power over the shares of restricted
stock and options granted to him; however, TCM VI owns 100% of
the pecuniary interest therein. Mr. Trudeau disclaims
beneficial ownership of such securities except to the extent of
his pecuniary interest therein.
Prior to April 2009, Mr. Hernandez employer,
JPMorgan, did not permit Mr. Hernandez to receive
compensation for his service as a director and therefore he
received no cash payments or grants of restricted stock or stock
options from us prior to such date. Effective April 2009,
Mr. Hernandez receives compensation for his services as a
director on the same terms as our other non-employee directors.
The Company and the Board of Directors believe that equity-based
awards are an important factor in aligning the long-term
financial interest of the non-employee directors and
stockholders. As such, in October 2007 the Board of Directors
adopted stock ownership guidelines for the non-employee
directors requiring that they hold not less than a number of
shares of Common Stock equal in value to two times the annual
base cash retainer payable to a director, calculated as of the
October 24, 2007 effective date of the policy. All
non-employee directors must be in compliance within the later of
three years from the effective date of the policy or three years
after the director becomes a Board member, and the designated
level of ownership must be maintained throughout the
non-employee directors service with the Company. Only
shares of Common Stock owned outright in any form, including
shares purchased and held personally and vested restricted
shares, count toward the minimum ownership requirement; unvested
stock options and unvested restricted shares are excluded.
Currently, all non-employee directors are in compliance, other
than Mr. Burkhardt, who joined the Board in July 2007,
Mr. Hernandez, who did not receive director compensation
from the Company prior to April 2009, and Mr. Trudeau, who
joined the Board in July 2008. Messrs. Burkhardt, Hernandez
and Trudeau are expected to be in compliance within the required
timeframe.
12
Director
Compensation for Fiscal 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or
|
|
|
|
|
|
|
|
|
|
|
|
|
Paid in Cash
|
|
|
Stock Awards
|
|
|
Option Awards
|
|
|
Total
|
|
Name
|
|
($)
|
|
|
($)(1)(2)
|
|
|
($)(1)(2)
|
|
|
($)
|
|
|
Roger Burkhardt
|
|
|
65,000
|
|
|
|
41,667
|
|
|
|
17,363
|
|
|
|
124,030
|
|
Stephen P. Casper
|
|
|
90,500
|
|
|
|
41,667
|
|
|
|
17,363
|
|
|
|
149,530
|
|
David G. Gomach
|
|
|
94,000
|
|
|
|
41,667
|
|
|
|
17,363
|
|
|
|
153,030
|
|
Carlos M. Hernandez
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald M. Hersch
|
|
|
77,000
|
|
|
|
41,667
|
|
|
|
17,363
|
|
|
|
136,030
|
|
Wayne D. Lyski
|
|
|
22,333
|
|
|
|
17,640
|
|
|
|
7,774
|
|
|
|
47,747
|
|
Jerome S. Markowitz
|
|
|
77,000
|
|
|
|
41,667
|
|
|
|
17,363
|
|
|
|
136,030
|
|
Nicolas S. Rohatyn
|
|
|
81,167
|
|
|
|
41,667
|
|
|
|
17,363
|
|
|
|
140,197
|
|
John Steinhardt
|
|
|
78,583
|
|
|
|
41,667
|
|
|
|
17,363
|
|
|
|
137,613
|
|
Robert W. Trudeau
|
|
|
28,517
|
|
|
|
24,027
|
|
|
|
9,589
|
|
|
|
62,133
|
|
|
|
|
(1)
|
|
The amounts reported reflect the
dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2008, in
accordance with Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based
Payment (FAS 123R), without
regard to the estimated forfeiture related to service-based
vesting conditions, of awards pursuant to the Stock Incentive
Plan, and thus include amounts attributable to awards granted in
and prior to 2008. Assumptions used in the calculation of this
amount are included in footnote 12 to the Companys audited
financial statements for the fiscal year ended December 31,
2008, included in the Companys Annual Report on
Form 10-K
filed with the SEC on March 3, 2009. The amounts reflect
the accounting expense for these awards and do not correspond to
the actual value that may be recognized by such persons with
respect to these awards.
|
|
(2)
|
|
The table below sets forth
information regarding the aggregate number of stock awards and
the aggregate number of options awards outstanding at the end of
fiscal year 2008 for each non-employee director:
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Number of Stock
|
|
|
Aggregate Number of Option
|
|
|
|
Awards Outstanding at
|
|
|
Awards Outstanding at
|
|
|
|
Fiscal Year End (#)
|
|
|
Fiscal Year End (#)
|
|
|
Roger Burkhardt
|
|
|
2,113
|
|
|
|
6,725
|
|
Stephen P. Casper
|
|
|
2,113
|
|
|
|
26,725
|
|
David G. Gomach
|
|
|
2,113
|
|
|
|
21,725
|
|
Carlos M. Hernandez
|
|
|
|
|
|
|
|
|
Ronald M. Hersch
|
|
|
2,113
|
|
|
|
26,725
|
|
Jerome S. Markowitz
|
|
|
2,113
|
|
|
|
35,059
|
|
Nicolas S. Rohatyn
|
|
|
2,113
|
|
|
|
35,059
|
|
John Steinhardt
|
|
|
2,113
|
|
|
|
26,725
|
|
Robert W. Trudeau(*)
|
|
|
2,113
|
|
|
|
4,225
|
|
|
|
|
(*)
|
|
Pursuant to a Form 4 filed by
Mr. Trudeau on August 5, 2008, these shares of
restricted stock and stock options are held directly by
Mr. Trudeau, who has sole voting and dispositive power of
these securities. However, TCM VI, of which Mr. Trudeau is
a member, owns 100% of the pecuniary interest in such
securities. Mr. Trudeau disclaims beneficial ownership of
such securities except to the extent of his pecuniary interest
therein.
|
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee of our Board has appointed the firm of
PricewaterhouseCoopers LLP (PwC) as our
independent registered public accounting firm to audit our
consolidated financial statements for the year ending
December 31, 2009, and the Board is asking stockholders to
ratify that selection. Although current law, rules and
regulations, as well as the charter of the Audit Committee,
require our independent registered public accounting firm to be
engaged, retained and supervised by the Audit Committee, the
Board considers the selection of our independent registered
public accounting firm to be an important matter of stockholder
concern and considers a proposal for stockholders to ratify such
selection to be an important opportunity for stockholders to
provide direct feedback to the Board on an important issue of
corporate governance. In the
13
event that stockholders fail to ratify the appointment, the
Audit Committee will reconsider whether or not to retain PwC,
but may ultimately determine to retain PwC as our independent
registered public accounting firm. Even if the appointment is
ratified, the Audit Committee, in its sole discretion, may
direct the appointment of a different independent registered
public accounting firm at any time during the year if the Audit
Committee determines that such a change would be in the best
interests of the Company and its stockholders.
Your
vote
Unless proxy cards are otherwise marked, the persons named as
proxies will vote FOR the ratification of PwC as the
Companys independent registered public accounting firm for
the year ending December 31, 2009. Approval of this
proposal requires the affirmative vote of the holders of a
majority of the shares present in person or represented by proxy
and entitled to vote on the proposal.
Board
recommendation
The Board unanimously recommends that you vote
FOR ratification of PricewaterhouseCoopers LLP as
the Companys independent registered public accounting firm
for the year ending December 31, 2009.
Information
about our independent registered public accounting
firm
PwC has audited our consolidated financial statements each year
since our formation in 2000. Representatives of PwC will be
present at our Annual Meeting, will have the opportunity to make
a statement if they desire to do so, and will be available to
respond to appropriate questions from stockholders.
Audit and
other fees
The aggregate fees billed by our independent registered public
accounting firm for professional services rendered in connection
with the audit of our annual financial statements set forth in
our Annual Report on
Form 10-K
for the years ended December 31, 2008 and 2007 and the
audit of our broker-dealer subsidiaries annual financial
statements, as well as fees paid to PwC for tax compliance and
planning and other services, are set forth below.
Except as set forth in the following sentence, the Audit
Committee, or a designated member thereof, pre-approves 100% of
all audit, audited-related, tax and other services rendered by
PwC to the Company or its subsidiaries. The Audit Committee has
authorized the Chief Executive Officer and the Chief Financial
Officer to purchase permitted non-audit services rendered by PwC
to the Company or its subsidiaries up to and including a limit
of $10,000 per service and an annual limit of $20,000.
Immediately following the completion of each fiscal year, the
Companys independent registered public accounting firm
shall submit to the Audit Committee (and the Audit Committee
shall request from the independent registered public accounting
firm), as soon as possible, a formal written statement
describing: (i) the independent registered public
accounting firms internal quality-control procedures;
(ii) any material issues raised by the most recent internal
quality-control review or peer review of the independent
registered public accounting firm, or by any inquiry or
investigation by governmental or professional authorities,
within the preceding five years, respecting one or more
independent audits carried out by the independent registered
public accounting firm, and any steps taken to deal with any
such issues; and (iii) all relationships between the
independent registered public accounting firm and the Company,
including at least the matters set forth in Independence
Standards Board Standard No. 1 (Independence Discussion
with Audit Committees), in order to assess the independent
registered public accounting firms independence.
Immediately following the completion of each fiscal year, the
independent registered public accounting firm also shall submit
to the Audit Committee (and the Audit Committee shall request
from the independent registered public accounting firm), a
formal written statement of the fees billed by the independent
registered public accounting firm to the Company in each of the
last two fiscal years for each of the following categories of
services rendered by the independent registered public
accounting firm: (i) the audit of the Companys
14
annual financial statements and the reviews of the financial
statements included in the Companys Quarterly Reports on
Form 10-Q
or services that are normally provided by the independent
registered public accounting firm in connection with statutory
and regulatory filings or engagements; (ii) assurance and
related services not included in clause (i) that are
reasonably related to the performance of the audit or review of
the Companys financial statements, in the aggregate and by
each service; (iii) tax compliance, tax advice and tax
planning services, in the aggregate and by each service; and
(iv) all other products and services rendered by the
independent registered public accounting firm, in the aggregate
and by each service.
Set forth below is information regarding fees paid by the
Company to PwC during the fiscal years ended December 31,
2008 and 2007.
|
|
|
|
|
|
|
|
|
Fee Category
|
|
2008
|
|
|
2007
|
|
|
Audit Fees(1)
|
|
|
1,359,823
|
|
|
|
1,358,785
|
|
Tax Fees(2)
|
|
|
29,450
|
|
|
|
61,800
|
|
Audit Related Fees
|
|
|
12,577
|
|
|
|
|
|
All Other Fees
|
|
|
3,251
|
|
|
|
3,651
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,405,102
|
|
|
$
|
1,424,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The aggregate fees incurred include
amounts for the audit of the Companys consolidated
financial statements (including fees for the audit of our
internal controls over financial reporting) and the audit of our
broker-dealer subsidiaries annual financial statements.
|
|
(2)
|
|
The aggregate fees incurred for tax
services include amounts in connection with tax compliance and
tax consulting services.
|
Notwithstanding anything to the contrary set forth in any of
our previous or future filings under the Securities Act of 1933
or the Securities Exchange Act of 1934 that might incorporate
this Proxy Statement or future filings with the SEC, in whole or
in part, the following report shall not be deemed to be
soliciting material or filed with the
SEC and shall not be deemed to be incorporated by reference into
any such filing.
REPORT OF
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee currently consists of Messrs. Gomach
(Chair), Casper, and Hersch. Each member of the Audit Committee
is independent, as independence is defined for purposes of Audit
Committee membership by the listing standards of NASDAQ and the
applicable rules and regulations of the SEC. The Board has
determined that each member of the Audit Committee is
financially literate, in other words, is able to read and
understand fundamental financial statements, including the
Companys balance sheet, income statement and cash flow
statement, as required by NASDAQ rules. In addition, the Board
has determined that both Mr. Gomach and Mr. Casper
satisfy the NASDAQ rule requiring that at least one member of
our Boards Audit Committee have past employment experience
in finance or accounting, requisite professional certification
in accounting, or any other comparable experience or background
that results in the members financial sophistication,
including being or having been a chief executive officer, chief
financial officer or other senior officer with financial
oversight responsibilities. The Board has also determined that
both Mr. Gomach and Mr. Casper are financial
experts as defined by the SEC.
The Audit Committee appoints our independent registered public
accounting firm, reviews the plan for and the results of the
independent audit, approves the fees of our independent
registered public accounting firm, reviews with management and
the independent registered public accounting firm our quarterly
and annual financial statements and our internal accounting,
financial and disclosure controls, reviews and approves
transactions between the Company and its officers, directors and
affiliates and performs other duties and responsibilities as set
forth in a charter approved by the Board of Directors. A copy of
the Audit Committee charter is available in the Investor
Relations Corporate Governance section of the
Companys website.
During fiscal year 2008, the Audit Committee met seven times.
The Companys senior financial management and independent
registered public accounting firm were in attendance at such
meetings.
15
Following at least one meeting during each calendar quarter
during 2008, the Audit Committee conducted a private session
with the independent registered public accounting firm, without
the presence of management.
The management of the Company is responsible for the preparation
and integrity of the financial reporting information and related
systems of internal controls. The Audit Committee, in carrying
out its role, relies on the Companys senior management,
including particularly its senior financial management, to
prepare financial statements with integrity and objectivity and
in accordance with generally accepted accounting principles, and
relies upon the Companys independent registered public
accounting firm to review or audit, as applicable, such
financial statements in accordance with the standards of the
Public Company Accounting Oversight Board (United States).
We have reviewed and discussed with senior management the
Companys audited financial statements for the year ended
December 31, 2008, included in the Companys 2008
Annual Report on
Form 10-K.
Management has confirmed to us that such financial statements
(i) have been prepared with integrity and objectivity and
are the responsibility of management and (ii) have been
prepared in conformity with generally accepted accounting
principles.
In discharging our oversight responsibility as to the audit
process, we have discussed with PwC, the Companys
independent registered public accounting firm, the matters
required to be discussed by Statement on Auditing Standards
No. 61, Communication with Audit Committees, as amended
(SAS 61). SAS 61 requires our independent
registered public accounting firm to provide us with additional
information regarding the scope and results of their audit of
the Companys financial statements, including:
(i) their responsibilities under generally accepted
auditing standards, (ii) significant accounting policies,
(iii) management judgments and estimates, (iv) any
significant accounting adjustments, (v) any disagreements
with management and (vi) any difficulties encountered in
performing the audit.
We have received the written disclosures and the letter from PwC
required by applicable requirements of the Public Company
Accounting Oversight Board regarding PwCs communications
with us concerning independence, and have discussed with PwC
their independence.
Based upon the foregoing review and discussions with our
independent registered public accounting firm and senior
management of the Company, we have recommended to our Board that
the financial statements prepared by the Companys
management and audited by its independent registered public
accounting firm be included in the Companys Annual Report
on
Form 10-K,
for filing with the SEC. The Committee also has appointed PwC as
the Companys independent registered public accounting firm
for 2009.
As specified in its Charter, it is not the duty of the Audit
Committee to plan or conduct audits or to determine that the
Companys financial statements are complete and accurate
and in accordance with generally accepted accounting principles.
These are the responsibilities of the Companys management
and independent registered public accounting firm. In
discharging our duties as a Committee, we have relied on
(i) managements representations to us that the
financial statements prepared by management have been prepared
with integrity and objectivity and in conformity with generally
accepted accounting principles and (ii) the report of the
Companys independent registered public accounting firm
with respect to such financial statements.
Submitted by the Audit Committee of the
Board of Directors:
David G. Gomach Chair
Stephen P. Casper
Ronald M. Hersch
16
PROPOSAL 3
APPROVAL OF THE ADOPTION OF THE MARKETAXESS HOLDINGS INC.
2009 CODE SECTION 162(M) EXECUTIVE PERFORMANCE INCENTIVE
PLAN
On March 30, 2009, the Board of Directors adopted the
MarketAxess Holdings Inc. 2009 Code Section 162(m)
Executive Performance Incentive Plan (the 2009
Incentive Plan), subject to approval by the
stockholders of the Company. The purpose of the 2009 Incentive
Plan is to attract, retain and motivate key employees of the
Company by providing performance awards (Performance
Awards) to designated key employees of the Company or
its subsidiaries, including employees whose compensation may be
subject to Section 162(m) of the Internal Revenue Code of
1986, as amended (Code).
Code Section 162(m) generally disallows a Federal income
tax deduction to any publicly held corporation for compensation
paid in excess of $1,000,000 in any taxable year to the chief
executive officer or any of the three other most highly
compensated executive officers employed on the last day of the
taxable year, other than the chief financial officer. The 2009
Incentive Plan is designed to provide, and the Company intends
to structure awards under the 2009 Incentive Plan so that,
compensation paid pursuant to the 2009 Incentive Plan will
qualify under the performance-based compensation
exception under Code Section 162(m) and be eligible for
continued tax deductibility. To preserve the tax deductibility
of such compensation, the Company is seeking approval of the
2009 Incentive Plan, including the criteria upon which the
performance goals applicable to the 2009 Incentive Plan may be
based and the maximum amount that may be paid during any
performance period to any participant.
The following summary describes the principal provisions of the
2009 Incentive Plan. The summary does not purport to be complete
and is qualified in its entirety by the full text of the 2009
Incentive Plan attached as Appendix A to this Proxy
Statement.
Description
of the 2009 Incentive Plan
Administration. The 2009 Incentive Plan will
be administered by the Compensation Committee or such other
committee appointed by the Board of Directors to administer the
2009 Incentive Plan whose members are all outside
directors as defined under Code Section 162(m) (the
Committee). The Committee will have the
authority to, among other things: (i) select the executives
who will be eligible to receive Performance Awards;
(ii) set the performance goals and the performance period
during which a Performance Award is measured; (iii) certify
the attainment of the performance goals and other material
terms; (iv) reduce amounts payable under Performance
Awards; and (v) make all other determinations and take all
other actions necessary or desirable for the 2009 Incentive
Plans administration.
Eligibility. For each period of not less than
one fiscal year of the Company (as specified by the Committee)
over which the attainment of the performance goals is measured
(the Performance Period), the Committee will
select the executives of the Company or its subsidiaries who
will participate in the 2009 Incentive Plan. The Committee may
generally add or remove designated participants at any time and
from time to time, in its sole discretion. Currently, only three
executives of the Company are eligible to participate in the
2009 Incentive Plan.
Maximum Performance Award. The maximum
Performance Award payable to a participant with respect to any
one fiscal year of the Company in a Performance Period is
$5,000,000. For any Performance Period that is more than one
fiscal year of the Company, the maximum Performance Award limit
will be increased on a pro rata basis.
Performance Awards. A participant will be
eligible to receive a Performance Award based on the achievement
of specified performance goals established by the Committee for
a Performance Period. A Performance Award may be a percentage of
a participants Individual Target Award (as described
below) for the Performance Period based on the level of
attainment of performance goals established for the Performance
Period. Generally, no Performance Award is payable unless the
minimum performance goals for the Performance Period are
attained.
A Performance Award will be paid in whole or in part in cash or
shares of Common Stock (if permitted under another plan approved
by stockholders), as determined by the Committee, as soon as
administratively
17
feasible in the calendar year after the calendar year in which
the Performance Period with respect to which the payment
relates, but only after the Committee certifies that the
performance goals were, in fact, satisfied.
The Committee may provide prior to a Performance Period that
payment of any Performance Award will be deferred. Any deferred
Performance Award will not increase (between the date on which
it is credited to any deferred compensation program and the
payment date) by an amount that would result in such deferral
being deemed as an increase in the amount of
compensation under Code Section 162(m). To the extent
applicable, any deferral under the 2009 Incentive Plan will be
made in a manner intended to comply with the applicable
requirements of Code Section 409A.
Individual Target Awards. For any participant
the Committee may specify a targeted Performance Award for a
Performance Period (an Individual Target
Award) which may be expressed as a fixed dollar
amount, a percentage of a participants base pay, as a
percentage of a bonus pool funded by a formula as determined by
the Committee based on achievement of performance goals, or an
amount determined pursuant to an objective formula or standard.
The Committee will also prescribe a formula to determine the
maximum and minimum percentages (which may be greater or less
than 100%, as applicable) of an Individual Target Award that may
be earned or payable based on the degree of attainment of the
performance goals during the Performance Period. The Committee
may elect to pay a participant an amount that is less than an
Individual Target Award (or the attained percentage) regardless
of the degree of attainment of the performance goals; except
that, unless otherwise specified by the Committee, no discretion
to reduce a Performance Award based on achievement of
performance goals is permitted for any Performance Period in
which a change of control (as defined in the 2009
Incentive Plan) occurs or during such Performance Period with
regard to the prior Performance Periods if the Performance
Awards for the prior Performance Periods have not been paid by
the time of the change of control, with regard to individuals
who were Participants at the time of the change of control.
Performance Goals. Code Section 162(m)
requires that Performance Awards be based upon objective
performance measures. The performance goals
(Performance Goals) will be based on one or
more of the following criteria with regard to the Company (or
any subsidiary, division, other operational unit or of the
Company) as specified by the Committee:
|
|
|
|
|
enterprise value or value creation targets;
|
|
|
|
after-tax or pre-tax profits or operating income including,
without limitation, that attributable to continuing
and/or other
operations of the Company;
|
|
|
|
cash flow(s) (including either operating or net cash flows);
|
|
|
|
levels of the Companys bank debt or other long-term or
short-term public or private debt or other similar financial
obligations of the Company (which may be calculated net of cash
balances
and/or other
offsets and adjustments as may be established by the Committee);
|
|
|
|
earnings either in aggregate or on a per share basis, or
earnings per share from continuing operations;
|
|
|
|
net sales, revenues, net income or earnings before income tax or
other exclusions;
|
|
|
|
return on any of the following: capital employed, invested
capital, assets, or net assets;
|
|
|
|
after-tax or pre-tax return on stockholder equity;
|
|
|
|
total stockholder return, share price, or share price
appreciation of the Common Stock;
|
|
|
|
reduction of fixed costs, losses, loss ratios, or expense ratios;
|
|
|
|
productivity improvements; or
|
|
|
|
satisfaction of business expansion goals or goals relating to a
transaction that results in the sale of all or substantially all
of the stock or assets of the Company.
|
The Performance Goals also may be based upon the attainment of
specified levels of Company (or subsidiary, division or other
operational unit of the Company) performance under one or more
of the measures described above relative to the performance of
other corporations. To the extent permitted under Code
18
Section 162(m), the Committee may designate additional
business criteria on which the Performance Goals may be based or
adjust, modify or amend the aforementioned business criteria. In
addition, Performance Goals may incorporate, if and only to the
extent permitted under Code Section 162(m), provisions for
disregarding (or adjusting for) changes in accounting methods,
corporate transactions (including, without limitation,
dispositions and acquisitions) and other similar type events or
circumstances.
Change of Control. In the event of a
change of control (as defined in the 2009 Incentive
Plan) of the Company, any unpaid portion of any Performance
Award that has been earned and certified, but is being deferred
in accordance with the 2009 Incentive Plan, will immediately be
vested and paid within 90 days following the consummation
of the change of control.
Partial Awards. Generally, Performance Awards
will not be paid to any participant who is not actively employed
on the date the Performance Award is payable. Notwithstanding
the foregoing, the Committee may make a full, pro rata or other
award (not to exceed the maximum achievable Performance Award
for the participant for the Performance Period) to a participant
for a Performance Period with or without regard to the actual
achievement of the Performance Goals in the event of the
participants termination of employment due to death or
disability, or a full or pro rata Performance Award to a
participant for a Performance Period based on actual achievement
of the Performance Goals established for the Performance Period
in the event that the participants employment is
terminated without cause (as defined in the
Companys 2004 Stock Incentive Plan or any successor plan
thereto approved by the Companys stockholders) or the
participant resigns for good reason. The term
Good Reason will have the meaning assigned to such
term in the participants individual employment agreement
or similar agreement in effect at the time of the grant of the
Performance Award. Notwithstanding the foregoing, unless
otherwise determined by the Committee, if the participant does
not have an individual employment agreement or similar
agreement, or Good Reason is not defined therein,
the participant will not have the right to a pro rated portion
of the participants Performance Award for a Performance
Period upon any voluntary termination by the participant during
the Performance Period.
If a change of control is consummated during a Performance
Period, the Committee must make, to each participant who is a
participant at the time of such change of control, at least a
pro rata Performance Award based on actual achievement of the
Performance Goals established for the Performance Period and pro
rated for the portion of the Performance Period completed
through the change of control. If a change of control of the
Company is consummated during a Performance Period, the
Committee may, in its sole discretion, make a Performance Award
to a participant who is a participant at the time of such change
of control that is greater than a pro rata Performance Award but
not in excess of the maximum achievable Performance Award for
the participant for such Performance Period, with or without
regard to actual achievement of the Performance Goals.
Partial awards not based on the actual achievement of the
Performance Goals will be paid within 90 days following the
event pursuant to which the award is payable. Partial awards
based on the actual achievement of the Performance Goals will be
paid when the Performance Award would have otherwise been paid.
Term; Amendment or Termination. The 2009
Incentive Plan, if approved by the stockholders of the Company,
will be effective for calendar years commencing on or after
January 1, 2009. While the 2009 Incentive Plan has no
specified term, the Board of Directors may amend, suspend or
terminate the 2009 Incentive Plan or adopt a new plan in place
of the 2009 Incentive Plan at any time. However, stockholder
approval is required for any amendment that alters the
Performance Goals, changes the class of eligible employees or
otherwise requires stockholder approval under Code
Section 162(m). No amendment, suspension or termination
may, without a participants consent, alter or impair a
participants right to receive payment of a Performance
Award otherwise payable under the 2009 Incentive Plan.
The 2009 Incentive Plan is not subject to any of the
requirements of the Employee Retirement Income Security Act of
1974, as amended, nor is it intended to be qualified under Code
Section 401(a).
19
Description
of Awards Granted For 2009 Under the 2009 Incentive
Plan
Subject to approval of the 2009 Incentive Plan by the
Companys stockholders, the Committee has determined that
for the fiscal year 2009 Performance Period, a bonus pool will
be established pursuant to the 2009 Incentive Plan in an amount
equal to 32.5% of 27% of the Companys 2009 pre-tax
operating income before cash bonus expense, if any (the
Bonus Pool).
Except as set forth below, subject to their continued employment
through the date the award is payable, the named executive
officers set forth below (the 2009
Participants) will be entitled to receive a payment
from the Bonus Pool equal to the maximum percentage of the Bonus
Pool set forth beside their name below:
|
|
|
|
|
|
|
Maximum Percentage
|
|
Name
|
|
of Bonus Pool
|
|
|
Richard McVey, Chief Executive Officer
|
|
|
35
|
%
|
T. Kelley Millet, President
|
|
|
35
|
%
|
Nicholas Themelis, Chief Information Officer
|
|
|
30
|
%
|
Notwithstanding the foregoing, the Committee has the discretion
to pay a 2009 Participant an amount from the Bonus Pool that is
less than, but in no event greater than, the percentage set
forth above. Any amount of the Bonus Pool not paid to a 2009
Participant will revert to the general funds of the Company.
A 2009 Participant will be entitled to a pro rata payment based
on actual results for the full year if his employment is
terminated during fiscal year 2009 due to (i) his death;
(ii) a termination by the Company without cause; or
(iii) the 2009 Participants resignation for good
reason if the Participant has an individual employment agreement
that defines good reason.
If the performance criteria set forth above had been in effect
during 2008, the amounts that would have been payable to
Messrs. McVey, Millet and Themelis, before any reduction by
the Committee, would have been $658,889, $658,889 and $564,762,
respectively.
Your
vote
Unless proxy cards are otherwise marked, the persons named as
proxies will vote FOR the approval of the adoption of the
MarketAxess Holdings Inc. 2009 Code Section 162(m)
Executive Performance Incentive Plan. Approval of this proposal
requires the affirmative vote of a majority of the votes cast
with respect to the proposal at the Annual Meeting.
Board
recommendation
The Board unanimously recommends that you vote
FOR approval of the adoption of the MarketAxess
Holdings Inc. 2009 Code Section 162(m) Executive
Performance Incentive Plan.
PROPOSAL 4
RATIFICATION OF THE ADOPTION
OF THE STOCKHOLDERS RIGHTS AGREEMENT
The Companys stockholders are being asked to ratify the
stockholders rights agreement entered into between the Company
and American Stock Transfer & Trust Company, LLC
(the Rights Agent) on June 2, 2008 (the
Rights Agreement). None of the Companys
Bylaws, other governing documents or applicable law require
stockholder ratification of the adoption of the Rights
Agreement. However, the Board considers a proposal for
stockholders to ratify the adoption of the Rights Agreement to
be an important opportunity for stockholders to provide direct
feedback to the Board on an important issue of corporate
governance. If the stockholders do not ratify the adoption of
the Rights Agreement, the Board will consider whether or not to
terminate the Rights Agreement by redeeming the Rights or
otherwise. Although the Board will consider the
stockholders vote as expressed at the Annual Meeting,
because the Board owes fiduciary duties to all stockholders, it
must make an independent decision in the exercise of its
fiduciary duties whether it is in the best interests of the
Company and all of its stockholders to terminate the Rights
Agreement, and may not rely solely on the stockholder vote in
making this decision. Accordingly, the Board may decide that its
fiduciary duties require it to leave the Rights Agreement in
place notwithstanding the failure of stockholders to ratify its
adoption. Likewise, even if the adoption of the Rights Agreement
is ratified by stockholders, the Board may at any time during
the term of the Rights Agreement. determine, in the exercise of
its fiduciary duties, that the Rights Agreement should be
terminated.
20
On June 2, 2008, the Board of Directors declared a
distribution of one right (a Right) for each
outstanding share of Common Stock, to stockholders of record at
the close of business on June 20, 2008 (the Rights
Record Date) and for each share of Common Stock issued
(including shares of Common Stock issued from the Companys
treasury) by the Company thereafter and prior to the
Distribution Date (as defined below). Each Right entitles the
registered holder, subject to the terms of the Rights Agreement,
to purchase from the Company one one-thousandth of a share (a
Unit) of Series A Preferred Stock, par
value $0.001 per share (the Series A Preferred
Stock), at a price of $40.00 per Unit, subject to
adjustment (the Purchase Price).
Reasons
for the Rights Agreement
The Board believes that the Rights Agreement is in the best
interests of the Companys stockholders for several reasons:
|
|
|
|
|
Better Ability to Respond to Unsolicited
Proposals. The Rights Agreement enables the
Board, as elected representatives of the stockholders, to better
respond to an unsolicited acquisition proposal. It is also
intended to ensure that all stockholders are treated fairly in
an acquisition of the Company. The Rights Agreement does not
prevent parties from making an unsolicited offer for, or
acquisition of the Company at, a full and fair price and on fair
terms. It does, however, give the Board the ability to defend
stockholders against abusive or coercive tactics that could be
used to gain control of the Company without paying stockholders
a fair price for their shares, including a partial or two-tier
tender offer that fails to treat all stockholders equally.
|
|
|
|
Encourages Good Faith Negotiation. The Rights
Agreement induces potential acquirers to negotiate in good faith
with the Board and thereby strengthens the Boards
bargaining position for the benefit of all stockholders by
providing the Board with the opportunity and flexibility to
(i) determine whether any proposed transaction is in the
best interests of all of the Companys stockholders;
(ii) attempt to negotiate better terms for any such
transaction that, if accepted, would result in a transaction
that the Board determines to be in the best interests of the
Companys stockholders; (iii) achieve a fair price for
the stockholders that is consistent with the intrinsic value of
the Company; (iv) reject any transaction that the Board
determines to be inadequate; and (v) consider alternative
transactions and opportunities. The existence of the Rights
Agreement does not diminish the responsibility of the Board to
consider acquisition proposals in a manner consistent with the
Boards fiduciary duties to stockholders.
|
|
|
|
Control of a Sale Process. The Rights
Agreement would also enable the Board to better manage and
control a sale process to the extent the Board may decide to
consider strategic alternatives or sell the Company. It enhances
the Boards ability to protect a negotiated transaction
from uninvolved third parties once a process is completed.
|
|
|
|
Independent Board; Absence of Certain Other Anti-takeover
Devices. Currently, eight of the Companys
eleven directors are independent, including Mr. Rohatyn,
the Lead Independent Director. The Company does not have many of
the takeover defenses frequently employed by other companies.
Specifically, the Company does not have a classified board and
it permits stockholder action by written consent.
|
|
|
|
Stockholder-Friendly Terms. The Rights
Agreement has a 20% trigger, a term of three years,
no dead-hand, slow-hand,
no-hand or other features that limit the ability of
a future board to redeem the Rights, and other
stockholder-friendly terms described below, including the
ability of stockholders to vote to rescind the plan if a
qualifying offer is received.
|
|
|
|
Adverse Market Conditions. Securities and
financial markets have continued to worsen since the adoption of
our Rights Agreement, and our Common Stock has traded at a
significant discount to historical levels, including trading
from time to time at prices at or near book value. The Rights
Agreement will help prevent an acquiror from taking advantage of
adverse market conditions, short-term declines in share prices,
or anticipated improvements in operating results before such
improvements are fully reflected in the market price of the
Common Stock, and from acquiring control of the Company at a
price that does not reflect the Companys intrinsic value
or long-term prospects.
|
21
|
|
|
|
|
Prevents Creeping
Acquisitions. Although the Company is
subject to Delawares business combination statute (which
limits the ability of stockholders who exceed 15% ownership from
engaging in certain business combinations with the Company for a
period of three years), this statute does not prevent the actual
accumulation of shares through creeping acquisitions
on the open market and the attendant implications of having a
meaningful block of shares in the hands of an acquiror.
|
Description
of the Rights Agreement
The following is a summary of certain material terms of the
Rights Agreement. A copy of the Rights Agreement is set forth in
Appendix B to this Proxy Statement, and this discussion is
qualified in its entirety by reference to Appendix B. All
terms not defined below have the meanings given to them in the
Rights Agreement.
Initially, the Rights are attached to all certificates
representing shares of Common Stock outstanding, and no separate
Rights Certificates have been distributed. The Rights will
separate from the shares of Common Stock and the
Distribution Date will occur upon the earlier
of (i) ten business days following a public announcement
that a person or group of affiliated or associated persons has
become an Acquiring Person or (ii) ten
business days (or such later date as may be determined by the
Board of Directors prior to such time as any person becomes an
Acquiring Person) following the commencement of a tender or
exchange offer that would result in a person or group of
affiliated and associated persons beneficially owning an
aggregate of 20% or more of the total voting power represented
by all the then outstanding shares of Common Stock and other
voting securities of the Company (the Voting
Securities) if, upon consummation thereof, such person
would be the beneficial owner of Voting Securities representing
20% or more of the total Voting Securities then outstanding.
Until the Distribution Date, (i) the Rights will be
evidenced by certificates for shares of Common Stock and will be
transferred with and only with such share certificates,
(ii) new certificates for shares of Common Stock issued
after the Rights Record Date (including shares of Common Stock
distributed from the Companys Treasury) will contain a
notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates
representing outstanding shares of Common Stock will also
constitute the transfer of the Rights associated with the shares
of Common Stock represented by such certificates.
An Acquiring Person is a person or group of
affiliated or associated persons that has acquired, obtained the
right to acquire, or otherwise obtained beneficial ownership of
an aggregate of 20% or more of the total voting power
represented by all the then outstanding shares of Voting
Securities. The following, however, are not considered Acquiring
Persons: (1) the Company, its subsidiaries, any employee
benefit plan of the Company or any of its subsidiaries, or any
entity holding shares of Voting Securities pursuant to the terms
of any such plan; (2) any person or group that becomes the
Beneficial Owner of 20% or more of the total voting power
represented by all the then outstanding Voting Securities solely
as a result of the acquisition of Voting Securities by the
Company, unless such person or group thereafter acquires
beneficial ownership of additional Voting Securities;
(3) subject to certain conditions set forth in the Rights
Agreement, a person or group that otherwise would have become an
Acquiring Person as a result of an inadvertent acquisition of
20% or more of the total voting power represented by all the
then outstanding Voting Securities; and (4) subject to
certain conditions set forth in the Rights Agreement, any person
or group that would otherwise be deemed an Acquiring Person upon
adoption of the Rights Agreement (a Grandfathered
Stockholder). Except as provided in the Rights
Agreement, a person or group that is a Grandfathered Stockholder
will cease to be a Grandfathered Stockholder and will become an
Acquiring Person if after adoption of the Rights Agreement such
Grandfathered Stockholder acquires beneficial ownership of
additional Voting Securities in excess of one percent of the
number of shares of Common Stock outstanding as of June 2,
2008.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on the third anniversary of
the Rights Agreement unless earlier redeemed or exchanged by the
Company as described below.
22
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of shares of
Common Stock as of the close of business on the Distribution
Date and, thereafter, the separate Rights Certificates alone
will represent the Rights.
If a person or group of affiliated or associated persons becomes
an Acquiring Person, then each holder of a Right will thereafter
have the right to receive, upon exercise, shares of Common Stock
(or, in certain circumstances, Units of Series A Preferred
Stock, other securities, cash, property or a combination
thereof) having a value equal to two times the exercise price of
the Right. The exercise price is the Purchase Price multiplied
by the number of Units of Series A Preferred Stock issuable
upon exercise of a Right prior to the events described in this
paragraph.
Notwithstanding any of the foregoing, following the time any
person or group becomes an Acquiring Person, all Rights that
are, or under certain circumstances specified in the Rights
Agreement were, beneficially owned by any Acquiring Person or
its Affiliates or Associates will be null and void.
In the event that, at any time after a person or group becomes
an Acquiring Person, (i) the Company is acquired in a
merger or other business combination with another company and
the Company is not the surviving corporation, (ii) another
company consolidates or merges with the Company and all or part
of the shares of Common Stock are converted or exchanged for
other securities, cash or property or (iii) 50% or more of
the consolidated assets or earning power of the Company and its
subsidiaries is sold or transferred to another company, then
each holder of a Right (except Rights that previously have been
voided as described above) shall thereafter have the right to
receive, upon exercise, common stock or other equity interest of
the ultimate parent of such other company having a value equal
to two times the exercise price of the Right.
The Purchase Price payable, and the number of Units of
Series A Preferred Stock (or other securities, as
applicable) issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Series A Preferred Stock,
(ii) if holders of the Series A Preferred Stock are
granted certain rights or warrants to subscribe for
Series A Preferred Stock or convertible securities at less
than the current market price of the Series A Preferred
Stock or (iii) upon the distribution to the holders of the
Series A Preferred Stock of evidences of indebtedness, cash
or assets (excluding regular quarterly cash dividends or
dividends payable in the Series A Preferred Stock) or of
subscription rights or warrants (other than those referred to
above).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments amount to at least
one percent of the Purchase Price. The Company is not required
to issue fractional shares of Series A Preferred Stock
(other than fractional shares that are integral multiples of one
one-thousandth of a share). In lieu thereof, an adjustment in
cash may be made based on the market price of the Series A
Preferred Stock prior to the date of exercise.
At any time prior to such time as any person or group or
affiliated or associated persons becomes an Acquiring Person,
the Board of Directors may redeem the Rights in whole, but not
in part, at a price of $0.0001 per Right, rounded up to the
nearest whole cent (subject to adjustment in certain events)
(the Redemption Price). Immediately upon
the action of the Board of Directors ordering the redemption of
the Rights, the Rights will terminate and the only right of the
holders of such Rights will be to receive the
Redemption Price for each Right held.
Between 90 and 120 days after the commencement of a
Qualified Offer (as such term is defined below), the holders of
10% or more of the Common Stock then outstanding (excluding
Common Stock beneficially owned by the Person making the
Qualified Offer and such Persons Affiliates and
Associates) may, by notice (a Special Meeting
Notice), require the Company to call a special meeting
of the stockholders to vote on a resolution authorizing the
redemption of all, but not less than all, of the then
outstanding Rights at the Redemption Price (the
Redemption Resolution). The Board of
Directors must cause the Rights to be redeemed or otherwise
prevent the Rights from interfering with the consummation of the
Qualified Offer if the special meeting of the stockholders is
not held within 90 days of the Special Meeting Notice
(which period may be extended to permit the stockholders to vote
on a definitive acquisition agreement) or if such meeting is
held and the holders of a majority of the outstanding Common
Stock (excluding Common Stock beneficially
23
owned by the Person making the Qualified Offer and such
Persons Affiliates and Associates) vote in favor of the
Redemption Resolution, in each case as long as at such time
no Person has become an Acquiring Person and as long as the
Qualified Offer continues to be a Qualified Offer prior to the
last day of the period in which the special meeting of the
stockholders must be held.
A Qualified Offer is an offer determined by a
majority of the independent directors of the Company to have
each of the following characteristics:
(i) a fully-financed, all-cash tender offer, or an exchange
offer offering shares of common stock of the offeror, or a
combination thereof, in each such case for all of the
outstanding shares of Common Stock at the same per-share
consideration;
(ii) an offer that has commenced within the meaning of
Rule 14d-2(a)
under the Exchange Act;
(iii) an offer whose per-share offer price is greater than
the highest reported market price for the Common Stock in the
immediately preceding twenty-four months, with, in the case of
an offer that includes shares of common stock of the offeror,
such per-share offer price being determined using the lowest
reported market price for common stock of the offeror during the
five trading days immediately preceding and immediately
following the commencement of such offer within the meaning of
Rule 14d-2(a)
under the Exchange Act;
(iv) an offer that does not result in a nationally
recognized investment banking firm retained by the Board of
Directors rendering an opinion to the Board of Directors that
the consideration being offered to the stockholders of the
Company is either unfair or inadequate;
(v) if the offer includes shares of common stock of the
offeror, (A) the offeror must allow the Companys
investment bank, legal counsel and accountants to perform
appropriate due diligence on the offeror and (B) such
investment bank must not render an opinion to the Board of
Directors that the consideration being offered to the
stockholders of the Company is either unfair or inadequate and
must not later render an opinion to the Board of Directors that
the consideration being offered to the stockholders of the
Company has become either unfair or inadequate based on a
subsequent disclosure or discovery of a development or
developments that have had or are reasonably likely to have a
material adverse effect on the value of the common stock of the
offeror;
(vi) an offer that is subject to only the minimum tender
condition described in Section 1(v)(ix) of the Rights
Agreement and other customary terms and conditions, which
conditions shall not include any financing, funding or similar
conditions or any requirements with respect to the offeror or
its agents being permitted any due diligence with respect to the
books, records, management, accountants or other outside
advisors of the Company;
(vii) an offer pursuant to which the Company has received
an irrevocable written commitment of the offeror that the offer
will remain open for at least 120 Business Days and, if a
Special Meeting is duly requested, for at least fifteen Business
Days after the date of the Special Meeting or, if no Special
Meeting is held within ninety Business Days following receipt of
the Special Meeting Notice, for at least fifteen Business Days
following such ninety Business Day period;
(viii) an offer pursuant to which the Company has received
an irrevocable written commitment of the offeror that, in
addition to the minimum time periods specified, the offer, if it
would otherwise expire, will be extended for at least twenty
Business Days after any increase in the consideration being
offered or after any bona fide alternative offer is commenced
within the meaning of
Rule 14d-2(a)
under the Exchange Act; provided, however, that such offer need
not remain open beyond (A) the time that any other offer
satisfying the criteria for a Qualified Offer is then required
to be kept open, (B) the expiration date of any other
tender offer for the Common Stock with respect to which the
Board of Directors has agreed to redeem the Rights immediately
prior to acceptance for payment of the Common Stock thereunder
or (C) one Business Day after the stockholder vote with
respect to approval of any definitive acquisition agreement has
been officially determined and certified by the inspectors of
elections;
(ix) an offer that is conditioned on a minimum of at least
two-thirds of the outstanding shares of the Common Stock not
held by the Person making such offer (and such Persons
Affiliates and Associates) being tendered and not withdrawn as
of the offers expiration date, which condition shall not
be waivable;
24
(x) an offer pursuant to which the Company has received an
irrevocable written commitment of the offeror to consummate, as
promptly as practicable upon successful completion of the offer,
a second step transaction whereby all shares of the Common Stock
not tendered into the offer will be acquired at the same
consideration per share actually paid pursuant to the offer,
subject to stockholders statutory appraisal rights;
(xi) an offer pursuant to which the Company and its
stockholders have received an irrevocable written commitment of
the offeror that no amendments will be made to the offer to
reduce the consideration being offered or to otherwise change
the terms of the offer in a way that is adverse to a tendering
stockholder;
(xii) an offer (other than an offer consisting solely of
cash consideration) pursuant to which the Company has received
the written representation and certification of the offeror and,
in their individual capacities, the written representations and
certifications of the offerors Chief Executive Officer and
Chief Financial Officer, that (A) all facts about the
offeror that would be material to making an investors
decision to accept the offer have been fully and accurately
disclosed as of the date of the commencement of the offer,
(B) all such new facts will be fully and accurately
disclosed during the entire period which the offer remains open,
and (C) all required Exchange Act reports will be filed by
the offeror in a timely manner during such period; and
(xiii) if the offer includes non-cash consideration,
(A) the non-cash portion of the consideration offered must
consist solely of common stock of a Person that is a
publicly-owned United States corporation, (B) such common
stock must be freely tradable and listed or admitted to trading
on either the New York Stock Exchange or NASDAQ, (C) no
stockholder approval of the issuer of such common stock is
required to issue such common stock, or, if required, such
approval has already been obtained, (D) no Person
(including such Persons Affiliates and Associates)
beneficially owns more than 15% of the voting stock of the
issuer of such common stock at the time of commencement or at
any time during the term of the offer, (E) no other class
of voting stock of the issuer of such common stock is
outstanding and (F) the issuer of such common stock meets
the registrant eligibility requirements for use of
Form S-3
for registering securities under the Securities Act.
For the purposes of the definition of Qualified
Offer, fully financed shall mean that
the offeror has sufficient funds for the offer and related
expenses, which shall be evidenced by (1) firm,
unqualified, written commitments from responsible financial
institutions having the necessary financial capacity, accepted
by the offeror, to provide funds for such offer subject only to
customary terms and conditions, (2) cash or cash
equivalents then available to the offeror, set apart and
maintained solely for the purpose of funding the offer with an
irrevocable written commitment being provided by the offeror to
the Board of Directors to maintain such availability until the
offer is consummated or withdrawn or (3) a combination of
the foregoing; which evidence has been provided to the Company
prior to, or upon, commencement of the offer. If an offer
becomes a Qualified Offer in accordance with this definition,
but subsequently ceases to be a Qualified Offer as a result of
the failure at a later date to continue to satisfy any of the
requirements of this definition, such offer shall cease to be a
Qualified Offer and the applicable provisions of the Rights
Agreement shall no longer be applicable to such offer, provided
that the actual redemption of the Rights shall not have already
occurred.
At any time after any person or group of affiliated or
associated persons becomes an Acquiring Person and before any
such Acquiring Person becomes the beneficial owner of 50% or
more of the total voting power of the aggregate of all shares of
Voting Securities then outstanding, the Board of Directors, at
its option, may exchange each Right (other than Rights that
previously have become void as described above) in whole or in
part, at an exchange ratio of one share of Common Stock (or
under certain circumstances one Unit of Series A Preferred
Stock or equivalent preferred stock) per Right (subject to
adjustment in certain events).
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that
the Rights become exercisable for Units of Series A
Preferred Stock (or other consideration).
25
Any of the provisions of the Rights Agreement may be amended
without the approval of the holders of Rights in order to cure
any ambiguity, defect, or inconsistency or to make any other
changes that the Board of Directors may deem necessary or
desirable. After any person or group of affiliated or associated
persons becomes an Acquiring Person, the provisions of the
Rights Agreement may not be amended in any manner that would
adversely affect the interests of the holders of Rights
(excluding the interests of any Acquiring Person).
Description
of Series A Preferred Stock
On June 2, 2008, the Company also filed a Certificate of
Designation for the Series A Preferred Stock (the
Series A Certificate of Designation)
with the Secretary of State of the State of Delaware. The
Series A Certificate of Designation authorizes the Company
to issue 110,000 of its 5,000,000 authorized shares of preferred
stock as shares of Series A Preferred Stock.
The Units of Series A Preferred Stock that may be acquired
upon exercise of the Rights will not be redeemable and will rank
junior to any other shares of preferred stock that may be issued
by the Company with respect to the payment of dividends and as
to distribution of assets in liquidation.
Each share of Series A Preferred Stock will have a minimum
preferential quarterly dividend of the greater of $1.00 per
share or 1,000 times the aggregate per share amount of any cash
dividend declared on the shares of Common Stock, subject to
certain adjustments. In the event of liquidation, the holder of
Series A Preferred Stock will be entitled to receive a cash
preferred liquidation payment per share equal to the greater of
$1.00 (plus accrued and unpaid dividends thereon) or 1,000 times
the amount paid in respect of a share of Common Stock, subject
to certain adjustments.
Generally, each share of Series A Preferred Stock will vote
together with the shares of Common Stock and any other class or
series of capital stock entitled to vote on such matter, and
will be entitled to 1,000 votes per share, subject to certain
adjustments. The holders of the Series A Preferred Stock,
voting as a separate class, shall be entitled to elect two
directors if dividends on the Series A Preferred Stock are
in arrears in an amount equal to six quarterly dividends thereon.
In the event of any merger, consolidation or other transaction
in which shares of Common Stock are exchanged, each share of
Series A Preferred Stock will be entitled to receive 1,000
times the aggregate per share amount of stock, securities, cash
or other property paid in respect of each share of Common Stock,
subject to certain adjustments.
The rights of holders of the Series A Preferred Stock to
dividend, liquidation and voting rights are protected by
customary anti-dilution provisions.
Because of the nature of the Series A Preferred
Stocks dividend, liquidation and voting rights, the
economic value of one Unit of Series A Preferred Stock is
expected to approximate the economic value of one share of
Common Stock.
Amendment
of Rights
The terms of the Rights generally may be amended by the Board of
Directors without the approval of the holders of the Rights,
except that from and after such time as the Rights are
distributed, no such amendment may adversely affect the
interests of the holders of Rights (excluding any interests of
any Acquiring Person).
Your
vote
Unless proxy cards are otherwise marked, the persons named as
proxies will vote FOR the ratification of the
Stockholders Rights Agreement. Approval of this proposal
requires the affirmative vote of a majority of the votes cast
with respect to the proposal at the Annual Meeting.
Board
recommendation
The Board unanimously recommends that you vote
FOR the ratification of the Stockholders Rights
Agreement.
26
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Companys Common Stock as of
April 7, 2009 by (i) each person or group of
affiliated persons known by us to beneficially own more than
five percent of our Common Stock, (ii) each of our named
executive officers, (iii) each of our directors and
nominees for director and (iv) all of our directors and
executive officers as a group.
The following table gives effect to the shares of Common Stock
issuable within 60 days of April 7, 2009 upon the
exercise of all options and other rights beneficially owned by
the indicated stockholders on that date. Beneficial ownership is
determined in accordance with
Rule 13d-3
promulgated under Section 13 of the Securities Exchange Act
of 1934, as amended, and includes voting and investment power
with respect to shares. Percentage of beneficial ownership is
based on 31,709,004 shares of Common Stock outstanding at
the close of business on April 7, 2009. Except as otherwise
noted below, each person or entity named in the following table
has sole voting and investment power with respect to all shares
of our Common Stock that he, she or it beneficially owns.
Unless otherwise indicated, the address of each beneficial owner
listed below is
c/o MarketAxess
Holdings Inc., 140 Broadway, 42nd Floor, New York, New York
10005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Series B Preferred Stock
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
Percentage
|
|
|
Shares
|
|
|
Percentage
|
|
|
|
Beneficially
|
|
|
of Stock
|
|
|
Beneficially
|
|
|
of Stock
|
|
|
|
Owned
|
|
|
Owned
|
|
|
Owned
|
|
|
Owned
|
|
|
5% Stockholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entities related to Technolgy Crossover Ventures(1)
|
|
|
4,208,450
|
|
|
|
11.72
|
%
|
|
|
35,000
|
|
|
|
100.00
|
%
|
J.P. Morgan Partners (23A), L.P.(2)
|
|
|
1,171,408
|
|
|
|
3.65
|
%
|
|
|
|
|
|
|
|
|
LabMorgan Corporation(3)
|
|
|
2,404,818
|
|
|
|
7.50
|
%
|
|
|
|
|
|
|
|
|
Total for entities affiliated with J.P. Morgan
Chase & Co.
|
|
|
3,204,818
|
|
|
|
9.99
|
%
|
|
|
|
|
|
|
|
|
Burgandy Asset Management Ltd.(4)
|
|
|
2,761,623
|
|
|
|
8.71
|
%
|
|
|
|
|
|
|
|
|
Royce & Associates, L.L.C.(5)
|
|
|
2,567,300
|
|
|
|
8.10
|
%
|
|
|
|
|
|
|
|
|
Kornitzer Capital Management, Inc.(6)
|
|
|
2,297,006
|
|
|
|
7.24
|
%
|
|
|
|
|
|
|
|
|
Barclays Global Investors NA(7)
|
|
|
1,591,977
|
|
|
|
5.02
|
%
|
|
|
|
|
|
|
|
|
Keeley Asset Management Corp.(8)
|
|
|
1,584,000
|
|
|
|
5.00
|
%
|
|
|
|
|
|
|
|
|
Named Executive Officers and Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard M. McVey(9)
|
|
|
2,986,494
|
|
|
|
9.03
|
%
|
|
|
|
|
|
|
|
|
Roger Burkhardt(10)
|
|
|
13,450
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Stephen P. Casper(11)
|
|
|
43,450
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
David G. Gomach(12)
|
|
|
43,450
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Carlos M. Hernandez(13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald M. Hersch(11)
|
|
|
43,450
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Jerome S. Markowitz(14)
|
|
|
61,298
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
T. Kelley Millet(15)
|
|
|
512,399
|
|
|
|
1.60
|
%
|
|
|
|
|
|
|
|
|
Nicolas S. Rohatyn(16)
|
|
|
51,784
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
John Steinhardt(11)
|
|
|
43,450
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Robert W. Trudeau(1)
|
|
|
4,208,450
|
|
|
|
11.72
|
%
|
|
|
35,000
|
|
|
|
100.00
|
%
|
James N.B. Rucker(17)
|
|
|
305,770
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
Nicholas Themelis(18)
|
|
|
375,518
|
|
|
|
1.17
|
%
|
|
|
|
|
|
|
|
|
All Executive Officers and Directors as a Group
(13 persons)(19)
|
|
|
8,688,963
|
|
|
|
22.80
|
%
|
|
|
35,000
|
|
|
|
100.00
|
%
|
27
|
|
|
*
|
|
Less than 1%.
|
|
(1)
|
|
Consists of
(i) 3,472,653 shares of Common Stock issuable upon
conversion of shares of Series B Preferred Stock held by
TCV VI, L.P. (TCV VI),
(ii) 694,530 shares of Common Stock issuable upon
exercise of warrants held by TCV VI,
(iii) 27,347 shares of Common Stock issuable upon
conversion of shares of Series B Preferred Stock held by
TCV Member Fund, L.P. (TCV MF and, together
with TCV VI, the TCV VI Funds),
(iv) 5,470 shares of Common Stock issuable upon
exercise of warrants held by TCV MF, (v) 2,111 shares
of Common Stock held by TCM VI, (vi) 2,114 shares of
Common Stock held directly by Robert W. Trudeau and
(vii) 4,225 shares of Common Stock issuable upon
exercise of stock options held directly by Mr. Trudeau. The
TCV VI Funds are organized as blind pool
partnerships in which the limited partners (or equivalents) have
no discretion over investment or sale decisions, are not able to
withdraw from TCV VI Funds, except under exceptional
circumstances, and generally participate ratably in each
investment made by the TCV VI Funds. The sole General Partner of
TCV VI and a General Partner of TCV MF is TCM VI.
Mr. Trudeau, a director of the Company, is a member of TCM
VI. Mr. Trudeau and TCM VI share voting and dispositive
power with respect to the shares beneficially owned by the TCV
VI Funds. Mr. Trudeau and TCM VI disclaim beneficial
ownership of any shares held by the TCV VI Funds except to the
extent of their respective pecuniary interests therein.
Mr. Trudeau has the sole voting and dispositive power over
the stock options held directly by him, any shares issuable upon
the exercise of such stock options, and the shares held directly
by him; however TCM VI owns 100% of the pecuniary interest in
such stock options and any such shares. Mr. Trudeau
disclaims beneficial ownership of such stock options, any shares
to be issued upon exercise of such stock options, any shares
held directly by him, and any shares held by TCM VI and the TCV
VI Funds except to the extent of his pecuniary interest therein.
|
|
(2)
|
|
Information regarding
J.P. Morgan Partners (23A), L.P. was obtained from a
Schedule 13G filed by J.P. Morgan Partners (23A), L.P.
with the SEC. Consists of 800,000 shares of Common Stock
and 371,408 shares of Common Stock issuable upon conversion
of shares of non-voting common stock that are presently
convertible. Excludes 853,909 shares of non-voting common
stock, because the terms of the non-voting common stock contain
a limitation on acquiring shares of Common Stock if the
conversion would result in the holder beneficially owning more
than 9.99% of our outstanding Common Stock. In total,
1,225,317 shares of non-voting common stock are owned by
the holder. The general partner of J.P. Morgan Partners
(23A), L.P. is J.P. Morgan Partners (23A Manager), Inc., an
indirect wholly-owned subsidiary of JPMorgan Chase &
Co. The principal business address of J.P. Morgan Partners
(23A), L.P. is 270 Park Avenue, New York, NY 10017.
|
|
(3)
|
|
Information regarding LabMorgan
Corporation was obtained from a Schedule 13G filed by
LabMorgan Corporation with the SEC. Consists of
2,033,410 shares of Common Stock and an aggregate of
371,408 shares of Common Stock issuable upon conversion of
shares of non-voting common stock that are presently
convertible. Excludes 988,929 shares of non-voting common
stock because the terms of the non-voting common stock contain a
limitation on acquiring shares of Common Stock if the conversion
would result in the holder beneficially owning more than 9.99%
of our outstanding Common Stock. In total, 1,360,337 shares
of non-voting common stock are owned by the holder. LabMorgan
Corporation is a direct wholly-owned subsidiary of JPMorgan
Chase & Co. The principal business address of
LabMorgan Corporation is 270 Park Avenue, New York, NY 10017.
|
|
(4)
|
|
Information regarding Burgandy
Asset Management Ltd. was obtained from a Schedule 13G
filed by Burgandy Asset Management Ltd. with the SEC. The
principal business address of Burgandy Asset Management Ltd. is
181 Bay Street, Suite 4510, Toronto, Ontario M5J 2T3.
|
|
(5)
|
|
Information regarding
Royce & Associates, LLC was obtained from a
Schedule 13G filed by Royce & Associates, LLC
with the SEC. The principal business address of
Royce & Associates, LLC is 1414 Avenue of the
Americas, New York, NY 10019.
|
|
(6)
|
|
Information regarding Kornitzer
Capital Management, Inc. was obtained from a Schedule 13G filed
by Kornitzer Capital Management, Inc. with the SEC. The
principal business address of Kornitzer Capital Management, Inc.
is 5420 West 61st Place, Shawnee Mission, KS 66205.
|
|
(7)
|
|
Information regarding Barclays
Global Investors, NA was obtained from a Schedule 13G filed
by Barclays Global Investors, NA with the SEC. Barclays Global
Investors NA and Barclays Global Fund Advisors hold shares
in trust accounts for the economic benefit of the beneficiaries
of those accounts. The principal business address of Barclays
Global Investors NA is 400 Howard Street, San Francisco, CA
94105.
|
|
(8)
|
|
Information regarding Keeley Asset
Management Corp. was obtained from a Schedule 13G filed by
Keeley Asset Management Corp. with the SEC. The principal
business address of Keeley Asset Management Corp. is 401 South
LaSalle Street, Chicago, IL 60605.
|
|
(9)
|
|
Consists of
(i) 796,784 shares of Common Stock owned by
Mr. McVey individually; (ii) 346,115 shares of
unvested restricted stock; (iii) 1,348,441 shares of
Common Stock issuable pursuant to stock options granted to
Mr. McVey that are or become exercisable within
60 days; and (iv) 495,154 shares of Common Stock
owned of record by a trust for the benefit of Mr. McVey and
his family members. Does not include 241,333 shares of
Common Stock issuable pursuant to stock options or 48,848
performance shares that are not exercisable within 60 days.
|
|
(10)
|
|
Consists of
(i) 4,612 shares of Common Stock held individually;
(ii) 2,113 shares of unvested restricted stock; and
(iii) 6,725 shares of Common Stock issuable pursuant
to stock options that are or become exercisable within
60 days.
|
|
(11)
|
|
Consists of
(i) 14,612 shares of Common Stock held individually;
(ii) 2,113 shares of unvested restricted stock; and
(iii) 26,725 shares of Common Stock issuable pursuant
to stock options that are or become exercisable within
60 days.
|
|
(12)
|
|
Consists of
(i) 19,612 shares of Common Stock held individually;
(ii) 2,113 shares of unvested restricted stock; and
(iii) 21,725 shares of Common Stock issuable pursuant
to stock options that are or become exercisable within
60 days.
|
28
|
|
|
(13)
|
|
Does not include shares of Common
Stock and other MarketAxess securities held by J.P. Morgan
Partners (23A SBIC), L.P. or LabMorgan Corporation, each of
which is a direct wholly-owned subsidiary of JPMorgan
Chase & Co. Mr. Hernandez disclaims beneficial
ownership of such shares.
|
|
(14)
|
|
Consists of
(i) 17,319 shares of Common Stock held by
Mr. Markowitz individually; (ii) 2,113 shares of
unvested restricted stock held by Mr. Markowitz;
(iii) 35,059 shares of Common Stock issuable pursuant
to stock options granted to Mr. Markowitz that are or
become exercisable within 60 days; and
(iv) 6,807 shares of Common Stock held by
Mr. Markowitz in joint tenancy with his spouse.
|
|
(15)
|
|
Consists of
(i) 97,291 shares of Common Stock held individually;
(ii) 176,774 shares of unvested restricted stock; and
(iii) 238,334 shares of Common Stock issuable pursuant
to stock options that are or become exercisable within
60 days. Does not include 576,666 shares of Common
Stock issuable pursuant to stock options or 23,798 performance
shares that are not exercisable within 60 days.
|
|
(16)
|
|
Consists of
(i) 14,612 shares of Common Stock held individually;
(ii) 2,113 shares of unvested restricted stock; and
(iii) 35,059 shares of Common Stock issuable pursuant
to stock options that are or become exercisable within
60 days.
|
|
(17)
|
|
Consists of
(i) 102,884 shares of Common Stock held in joint
tenancy with his spouse; (ii) 32,718 shares of
unvested restricted stock; and (iii) 170,168 shares of
Common Stock issuable pursuant to stock options that are or
become exercisable within 60 days. Does not include
18,307 shares of Common Stock issuable pursuant to stock
options or 5,636 performance shares that are not exercisable
within 60 days.
|
|
(18)
|
|
Consists of
(i) 32,548 shares of Common Stock held in joint
tenancy with his spouse; (ii) 85,705 shares of
unvested restricted stock; and (iii) 257,265 shares of
Common Stock issuable pursuant to stock options that are or
become exercisable within 60 days. Does not include
38,585 shares of Common Stock issuable pursuant to stock
options or 16,283 performance shares that are not exercisable
within 60 days.
|
|
(19)
|
|
Consists of
(i) 1,633,571 shares of Common Stock;
(ii) 658,216 shares of unvested restricted stock;
(iii) 2,197,176 shares of Common Stock issuable
pursuant to stock options that are or become exercisable within
60 days, (iv) 700,000 shares of Common Stock
issuable pursuant to warrants that are currently exercisable and
(v) 3,500,000 shares of Common Stock issuable upon the
conversion of 35,000 shares of Series B Preferred
Stock. Does not include 674,891 shares of Common Stock
issuable pursuant to stock options or 94,565 performance shares
that are not exercisable within 60 days.
|
EXECUTIVE
OFFICERS
Set forth below is information concerning our executive officers
as of April 7, 2009.
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
Richard M. McVey
|
|
|
49
|
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
T. Kelley Millet
|
|
|
49
|
|
|
President
|
James N.B. Rucker
|
|
|
52
|
|
|
Chief Financial Officer
|
Nicholas Themelis
|
|
|
45
|
|
|
Chief Information Officer
|
Richard M. McVey has been Chief Executive Officer and
Chairman of our Board of Directors since our inception. See
Proposal 1 Election of Directors
Director information for a discussion of
Mr. McVeys business experience.
T. Kelley Millet has been President since September
2006. See Proposal 1 Election of
Directors Director information for a discussion
of Mr. Millets business experience.
James N.B. Rucker has been Chief Financial Officer since
June 2004. From our formation in April 2000 through June 2004,
Mr. Rucker was Head of Finance and Operations, with
responsibility for finance and certain client and dealer
services. From January 1995 to April 2000, Mr. Rucker was
Vice President and Head of International Fixed Income Operations
at Chase Manhattan Bank, where he was responsible for the
settlement of international securities and loan, option and
structured trades. He also was a Director of the Emerging
Markets Clearing Corporation from 1999 to 2000. Mr. Rucker
received a B.S. in Economics and Politics from Bristol
University, England.
Nicholas Themelis has been Chief Information Officer
since March 2005. From June 2004 through February 2005,
Mr. Themelis was Head of Technology and Product Delivery.
From March 2004 to June 2004, Mr. Themelis was Head of
Product Delivery. Prior to joining us, Mr. Themelis was a
Principal at Promontory Group, an investment and advisory firm
focused on the financial services sector, from November 2003 to
March 2004. From March 2001 to August 2003, Mr. Themelis
was a Managing Director, Chief Information Officer for North
America and Global Head of Fixed Income Technology at Barclays
Capital. From March 2000 to March 2001, Mr. Themelis
was the Chief Technology Officer and a member of the board of
29
directors of AuthentiDate Holdings Corp., a
start-up
focused on developing leading-edge content and encryption
technology. Prior to his tenure at AuthentiDate,
Mr. Themelis spent nine years with Lehman Brothers,
ultimately as Senior Vice President and Global Head of the
E-Commerce
Technology Group.
COMPENSATION
DISCUSSION AND ANALYSIS
Overview
of compensation objectives and strategy for our Named Executive
Officers
The compensation program for our Chief Executive Officer
(CEO), Mr. McVey, our Chief Financial
Officer (CFO), Mr. Rucker, and our two
other executive officers who were serving as executive officers
at the end of fiscal year 2008, our President, Mr. Millet,
and our Chief Information Officer (CIO),
Mr. Themelis (the named executive officers or
NEOs), is designed to attract and retain the
caliber of executives needed to ensure our continued growth and
profitability. The primary objectives of the program are to:
|
|
|
|
|
create long-term value for our stockholders;
|
|
|
|
align personal performance and decision-making with stockholder
value creation;
|
|
|
|
reward our NEOs for their individual performance and their
contribution to our overall financial performance;
|
|
|
|
support our long-term growth objectives;
|
|
|
|
encourage high potential individuals with significant and unique
market experience to build a career at the Company;
|
|
|
|
provide rewards that are competitive with organizations that
compete for similarly skilled executives; and
|
|
|
|
provide rewards that are cost-efficient and equitable to our
NEOs and stockholders alike.
|
We are a hybrid company whose NEOs must combine an expertise of
the fixed-income securities market with the knowledge and
ability to create, implement and deliver technology-driven
market solutions. Further, as we are a small firm with little
overhead in support positions and maintain a relatively flat
organization, our NEOs must have the ability and desire to
manage tactical details, they are expected to effectively
communicate to and lead broad teams of employees across all
levels of the organization and they must be able to think
strategically and broadly. We have discovered that our business
is particularly demanding on senior executives and those who can
flourish in this environment are not easily found due to the
unique and distinct competencies that are required for success.
Accordingly, because of the challenges presented by the current
market conditions and the potential impact of these market
conditions on our ongoing operating results, and despite what
may be more limited employment opportunities due to the downturn
in the financial services industry, the Compensation Committee
believes that our ability to retain our current high-performing
team of seasoned NEOs to manage our business is critical to the
Companys success.
The compensation programs for our NEOs are administered by the
Compensation Committee of the Board of Directors. Working with
management and our independent outside compensation advisors,
the Compensation Committee has developed and continually reviews
and revises a compensation and benefits strategy that rewards
performance and behaviors to reinforce a culture that will drive
our Companys long-term success.
We have a formal semi-annual planning and goal-setting process
that is fully integrated into the compensation program, creating
alignment between individual efforts, our results, and the
financial awards that are realized by our NEOs as well as our
general employee population.
In addition, the NEOs and other senior managers meet regularly
in order to update corporate goals and initiatives based on
corporate performance, changes in market conditions and
potential emerging market opportunities. Individual strategic
goals and objectives will change as a result of new or changed
corporate initiatives.
To reflect the hybrid nature of our Company, our compensation
structure has traditionally fused the high leverage cash model
typical of the financial services industry (where base salaries
are a smaller percentage of
30
total cash income and annual incentives may easily exceed 100%
of base salary) with the high risk/high reward equity model,
characteristic of the technology industry that relies heavily on
the use of equity-based awards. In addition to our base pay and
annual incentive opportunities, we seek to promote a long-term
commitment to the Company from our NEOs, as we believe that
there is great value to the Company from the continuity that
results in maintaining the same team of seasoned managers. Our
team-focused culture and management processes are designed to
foster this commitment. To support these objectives, long-term
incentives for our NEOs have traditionally been granted as
equity incentives, predominantly in the form of stock options
and restricted stock. In addition, fiscal year 2008 was the
first year that we granted our NEOs equity incentives in the
form of performance shares.
The value realized from the equity incentive awards is dependent
upon our performance and growth in our stock price. The vesting
schedules and performance goals attached to these equity awards
reinforce this long-term, performance-based orientation.
Role of
the Compensation Committee
General
The Compensation Committee establishes our compensation
policies, provides guidance for the implementation of those
policies and determines the amounts and elements of compensation
for our NEOs. The Compensation Committees function is more
fully described in its charter, which has been approved by our
Board of Directors. The charter is available for viewing or
download on our corporate website at www.marketaxess.com under
the Investor Relations-Corporate Governance caption.
The Board of Directors has determined that each member of the
Compensation Committee is an independent director in
accordance with NASDAQ listing standards, a non-employee
director under the applicable SEC rules and regulations
and an outside director under the applicable tax
rules.
The Compensation Committee consults with the compensation
consultant when considering decisions concerning the
compensation of the CEO. When considering decisions concerning
the compensation of our NEOs other than the CEO, the
Compensation Committee generally seeks the recommendations of
both the CEO and the compensation consultant. All compensation
decisions for our NEOs are ultimately made in the Compensation
Committees sole discretion.
No NEO has a role in determining or recommending compensation
for outside directors.
Use of
Outside Advisors
In making its determinations with respect to compensation of our
NEOs, the Compensation Committee retains the services of an
independent outside compensation consultant. Through May 2008,
the Compensation Committee had retained the services of Pearl
Meyer & Partners (PM&P). The
Compensation Committees primary contact at PM&P left
that firm in March 2008 and shortly thereafter joined Grahall
Partners, LLC (Grahall). Effective in June
2008, the Compensation Committee ended its retention of
PM&P and retained Grahall so that it could continue to
receive the guidance of its lead consultant. Both Grahall and
PM&P were retained directly by, and report directly to, the
Compensation Committee.
With respect to 2008 compensation for our NEOs, the Compensation
Committee retained PM&P to review and benchmark competitive
market pay levels. In addition, PM&P assisted in the
preparation of the Compensation Discussion and Analysis included
in the proxy statement for our 2008 Annual Meeting of
Stockholders and at the Compensation Committees request
commenced an analysis in relation to potential revisions to our
peer group (as discussed in Pay Levels and
Benchmarking below). In 2008, Grahall provided
consulting services to the Compensation Committee with respect
to compensation for, and the retention of, our NEOs and also
completed the peer group review that was commenced by PM&P.
In addition, Grahall provided the Board of Directors with
recommendations for cash and equity compensation for our
Non-Employee Directors.
The Compensation Committee annually reviews competitive
compensation data, recent compensation trends, and any other
relevant market data prepared by the compensation consultant.
31
The Compensation Committee has the authority to retain,
terminate and set the terms of the relationship with any outside
advisors who assist the Compensation Committee in carrying out
its responsibilities.
Pay
Levels and Benchmarking
We seek to provide competitive compensation that is commensurate
with performance. The compensation consultant works with our CEO
and other managers of the Company to gather pertinent Company
information, including but not limited to employee and officer
listings, corporate financial performance, and the budget for
the expensing of equity grants. The compensation consultant
independently researches the performance and pay philosophy of
our peer group and benchmarks executive and management positions
using applicable survey data. The compensation consultant
presents to the Compensation Committee the recommended
compensation ranges for Total Direct Compensation
(TDC), being comprised of base salary, cash
bonus and long term equity incentives, for all of our NEOs.
Corporate financial performance (year-over-year growth),
individual performance, completion of corporate strategic goals,
and the ability to incur the suggested compensation expenses
factor heavily into the Compensation Committees decision
of where to position the executives in relation to the benchmark
data and in relation to each other. Additionally, retention
concerns are considered when making pay decisions.
At the end of 2007 for fiscal year 2008, we benchmarked our NEO
base salaries with a peer group of financial technology
companies. This was supplemented, as appropriate, with other
pertinent survey data provided by several different applicable
survey sources, including surveys conducted by McLagan Partners,
Watson Wyatt and PM&P. As discussed below, we have not
increased the base salaries of our NEOs since 2006. At the end
of 2008 for fiscal year 2009, Grahall reviewed each NEOs
benchmark data for variable compensation (both cash and equity)
and developed an appropriate range of TDC for each individual
that was presented to the Compensation Committee. Grahall used
our peer group of financial technology companies and, as
applicable, survey data from McLagan Partners, Mercer and CHiPS.
The TDC range for each NEO was determined based on a number of
factors, including: the NEOs role, responsibilities and
expertise; the pay level for peers within the Company and in the
market for similar positions; the level of competition that
exists within the market for a given position; individual
performance; and contribution to corporate financial
performance, including the development and achievement of our
long-term strategic goals and the enhancement of our franchise
value. The Compensation Committee also considered the general
economic climate and indications of pay levels from their
colleagues in the financial services and technology industries.
After consideration of the foregoing data and the internal
relationships within the group of NEOs at the Company, corporate
financial performance, general individual performance of the
individuals duties and responsibilities and the need to
attract, motivate and retain an experienced and effective
management team, the Compensation Committee determined the TDC
levels for each NEO within the appropriate range. The
Compensation Committee then determined which portion of the TDC
for each NEO should consist of base salary, annual cash
incentives and long-term equity incentive awards.
Given the Companys unique position in its industry, we
believe the benchmark data is extremely important in guiding the
Compensation Committee in determining relevant pay levels and
pay mix (the allocation of total pay among the different
elements). The Compensation Committee uses the competitive data
to help strike a favorable balance among cost management, wealth
creation opportunity and retention, without creating undesirable
and unnecessary incentives for executives to take risks that
might inappropriately place the stockholders investment at
risk.
We generally target our NEOs individual target total
compensation level to be around the median of the market data
for accomplishment of target performance. However, as discussed
below, the base salary for each NEO is below market median.
The Compensation Committee assesses competitive
market compensation using a number of sources. As
mentioned above, one of the data sources used in setting
competitive market levels for the NEOs is the information
publicly disclosed by a peer group of financial
technology companies (listed below), the composition of which is
reviewed annually with the compensation consultant. While these
companies may
32
differ from us in terms of exact size and revenues, they are the
closest matches available to us in terms of a comparable
business model.
In 2008, the Compensation Committee updated our peer group by
making the following changes: we replaced eSpeed with BGC
Partners after the merger of those two companies; we removed
International Securities Exchange after its acquisition by
Deutsche Boerse (as public information regarding this
companys pay levels and practices will no longer be
available); and we no longer use TD Ameritrade, as that
organization currently has substantially higher revenues and
franchise value (as measured by market capitalization) than
ours. The firms that were removed from the peer group were
replaced by GFI Group Inc. and Intercontinental Exchange, Inc.,
as these firms annual revenues are more in line with ours
than firms such as TD Ameritrade. However, while TD Ameritrade
is no longer included as a peer for purposes of determining pay
levels for our NEOs, the Compensation Committee continued to
consider TD Ameritrades pay practices for purposes of
providing reference points for how pay is delivered by
competitors in our industry.
Our peer group of companies in the financial services technology
marketplace currently includes:
|
|
|
BGC Partners, Inc. (successor)
|
|
Labranche & Co., Inc.
|
GFI Group Inc. (new)
|
|
Options Xpress Holdings, Inc.
|
Intercontinental Exchange, Inc. (new)
|
|
SWS Group, Inc.
|
Investment Technology Group, Inc.
|
|
Tradestation Group, Inc.
|
Knight Capital Group, Inc.
|
|
|
As our business model is unique we are the only
publicly-traded company whose core business is providing a
multi-dealer electronic trading platform for credit products for
client-to-dealer trading this peer group data is
supplemented and blended with data from different compensation
surveys. These surveys are selected based on their relevance to
the specific position being evaluated.
In addition, the Compensation Committee also applies other
factors in determining the level of incentive pay for our NEOs.
For example, if the Companys ratio of compensation expense
to gross revenues is greater than that of other companies in our
peer group, the Compensation Committee may choose to reduce the
amount of the annual incentive opportunity for our NEOs
accordingly. The Compensation Committee believes this approach
is typical in the financial services industry, and this
comparison provides an additional data point regarding how our
ratio of aggregate compensation expense as a proportion of
overall expense compares to our own internal guidelines as well
as the industry in which we compete. Since the NEOs
incentive payments are a part of the aggregate compensation
expense, the Compensation Committee may reduce the NEOs
incentives in order to reduce this ratio or to allow for
additional incentive payments to the non-NEO employee population.
As noted above, notwithstanding our overall pay positioning
objectives, pay opportunities for specific individuals vary
based on a number of factors, such as scope of duties, tenure,
institutional knowledge, individual performance, market
conditions and the ability to retain the NEO,
and/or the
difficulty in recruiting a new executive who has the skill set
required to be successful with the Company. Actual total
compensation in a given year will vary above or below the target
compensation levels based on the attainment of corporate
strategic and operating goals, individual performance, the
creation of stockholder value and competitive threats.
Details
of the Companys compensation structure for our
NEOs
Pay
Elements Overview
We utilize four main components of compensation for our NEOs:
|
|
|
|
|
base salary that reflects the particular individuals role
and responsibilities, experience, expertise and individual
performance;
|
|
|
|
annual variable cash performance awards that are designed to
reward attainment of annual corporate financial goals and
individual performance, and that allow cash compensation to
fluctuate upwards or downwards, as appropriate, with individual
and corporate performance;
|
|
|
|
long-term incentives, which in 2008 consisted of grants of
restricted stock and performance shares; and
|
33
|
|
|
|
|
benefits and perquisites, offered to all employees, including
healthcare benefits, life insurance and retirement savings
plans; and disability plans in the U.S.
|
In addition to the foregoing elements, we have entered into
employment agreements with the CEO and the President that
provide for certain payments and benefits in the event of
certain terminations of their employment or a change in control
of the Company. See Executive Compensation
Potential termination or change in control payments and
benefits for additional detail on potential payments
under specific events of termination or upon a change of control.
Pay
Elements Details
Base
Salary
The Company does not automatically increase base salary each
year. Rather, the Compensation Committee reviews all components
of remuneration and decides which, if any, elements of
compensation should be adjusted or paid based on corporate and
individual performance results and competitive benchmark data.
This approach is in line with the Companys intention of
offering compensation that is highly correlated with each
executives individual responsibilities and performance and
with corporate financial performance.
The Compensation Committee performed its annual review of base
salaries in 2007 and determined not to make any upwards
adjustments in the base salaries for our NEOs for 2008. This
reflects the Companys recognition of the challenging
operating conditions in the current credit markets and the
potential impact of these market conditions on our on-going
operating results. It is also consistent with our compensation
policy to carefully manage fixed expense. The Compensation
Committee has also determined that the base salaries of our NEOs
will not be increased for 2009.
Prior to 2007, the base salary for our NEOs was historically
positioned at or above the median salary of the benchmarked
data. However, as we have not adjusted NEO base salary since
January 2006 and as the benchmark data has increased over time,
our NEOs base salaries are now generally lower than the
applicable median base pay levels suggested by the benchmark
data. We believe this offers the Company improved cost control,
as lower base salaries permit us to manage fixed compensation
costs, reduce benefits costs and emphasize variable pay, so that
our compensation is more fully aligned with performance
outcomes. Accordingly, the Compensation Committee believes that
keeping base salaries constant is an effective method to
reinforce our pay-for-performance philosophy.
Annual
Variable Performance Awards Payable in Cash
Section 162(m) of the Code generally prohibits any
publicly-held corporation from taking a Federal income tax
deduction for compensation paid in excess of $1 million in
any taxable year to the CEO and any other executive officer
(other than the CFO) employed on the last day of the taxable
year whose compensation is required to be disclosed to
stockholders under SEC rules, unless the plan and awards
pursuant to which any portion of the compensation is paid meet
certain requirements.
To ensure the tax deductibility of any performance-based cash
compensation awarded to the NEOs (other than our CFO) in 2008,
the Compensation Committee adopted the 2008 Code
Section 162(m) Performance Incentive Program (the
2008 162(m) Incentive Program) which was
approved by stockholders at the 2008 Annual Meeting. The 2008
162(m) Incentive Program was structured in a manner intended to
qualify any performance-based cash compensation awarded to the
NEOs (other than our CFO) as performance-based
compensation eligible for deductibility under Code
Section 162(m).
In 2008, the Companys aggregate bonus pool accrual for all
employees (in which our CFO participated) (the Employee
Bonus Pool) was equal to a minimum guaranteed accrual
of $3,000,000 (the Minimum Accrual) plus 30%
of the Companys 2008 pre-tax operating income before cash
bonus expense (the Variable Accrual). This
accrual methodology differed from the methodology used in 2007.
The 2007 minimum accrual was $5,000,000 and the 2007 variable
accrual rate was 25.1%. It was determined that the Minimum
Accrual, which is guaranteed and not performance-based, should
be lower and the Variable Accrual should be higher so that a
higher percentage of the bonus accrual would be
performance-based. By having a
34
higher Variable Accrual and a lower Minimum Accrual, the bonus
accrual would be lower if the Company does not meet its target
performance goals and higher if the Company exceeds those
targets. The mix was determined to create a fair balance between
(a) the goal of creating appropriate annual performance
incentives in order to retain and reward high performers and
(b) expense management where any incremental cash bonus
expense is only borne by the Company if financial performance is
exceeded.
The bonus pool accrual under the 2008 162(m) Incentive Program
(in which our NEOs other than our CFO participated) was equal to
32.5% of the Variable Accrual (the NEO Bonus
Pool). There was no minimum guaranteed accrual under
the 2008 162(m) Incentive Program. The NEOs who participated in
the 2008 162(m) Incentive Program were not eligible to receive
any portion of the Minimum Accrual or any portion of the
remaining 67.5% of the Variable Accrual. This formula had two
objectives: to align employee bonuses with operating income,
which correlates to earnings per share, and to use the operating
leverage of our business to motivate employees. The percentages
for the Employee Bonus Pool were determined by the Compensation
Committee at the beginning of the year based on our target
financial plan and the aggregate median of competitive cash
bonus levels. The percentage for the NEO Bonus Pool was
determined by the Compensation Committee based on the aggregate
median benchmark data for the NEOs.
The maximum amount that could be earned from the NEO Bonus Pool
by the NEOs who participated in the 2008 162(m) Incentive
Program was established as a percentage of the NEO Bonus Pool
and was determined based on the NEOs role,
responsibilities, and expertise; comparable pay levels for peers
within the Company, and in other companies for similar
positions; the level of competition that exists within the
market for a given position; and the NEOs ability to
contribute to our financial performance
and/or
realization of our on-going strategic initiatives. The
percentage of the NEO Bonus Pool that could be earned by
Messrs. McVey and Millet was 35% each and the percentage
for Mr. Themelis was 30%. Any amount of the NEO bonus not
paid to the NEOs reverted to the general funds of the Company
and the Employee Bonus Pool was increased by such amount.
In 2008, we did not set individual financial performance goals
for the NEOs for achievement of incentive compensation, and
there were no specific quantitative individual-level financial
goals used to determine compensation. However, the Compensation
Committee is apprised of the overall individual performance for
each of the NEOs except the CEO, who reports to and is assessed
by the full Board, and considers individual performance when
determining where to position each NEO along the compensation
data continuum that is developed for each position as part of
its benchmarking exercise.
The actual level of cash bonus awards for each of the NEOs was
determined in the context of our financial performance in 2008,
each officers individual strategic and qualitative
accomplishments (as discussed below), comparative market data
and all other components of the NEOs TDC. At the
conclusion of the 2008 performance period, the Compensation
Committee determined the actual amount to be paid to each NEO
and exercised its discretion to pay each executive an amount
that was lower than the maximum amount permitted. A further
discussion regarding the Compensation Committees use of
negative discretion appears below.
The CEO, President and CIO comprise the three individuals who
participated in the Companys 2008 162(m) Incentive
Program, and are the participants under the MarketAxess Holdings
Inc. 2009 Code Section 162(m) Executive Performance
Incentive Plan (the 2009 Incentive Plan) (as
discussed below) for the 2009 performance period. To determine
participants in the 2008 162(m) Incentive Program and the 2009
Incentive Plan, the Company relied on Notice
2007-49
issued by the Internal Revenue Service (IRS),
which provides that the covered employee group for
tax years ending on or after December 15, 2006 consists
only of the principal executive officer of the Company (the
PEO) (which, in the case of the Company, is
the Companys CEO) and the three most highly compensated
officers for the tax year other than the PEO and the principal
financial officer of the Company (the PFO)
(which is our CFO). The PFO, therefore, is no longer a
covered employee for purposes of determining
compliance with Section 162(m) of the Internal Revenue Code
and thus our CFO has not been included as a participant in
either the 2008 162(m) Incentive Program or the 2009 Incentive
Plan. Besides the CEO and CFO, the Company has only two other
NEOs: Mr. Millet (our President) and Mr. Themelis (our
CIO). Despite his exclusion from the 2008 162(m) Incentive
Program and the 2009 Incentive Plan, our CFOs incentive
opportunities and actual bonus pay determinations remain subject
to the Compensation Committees discretion.
35
The table below shows the actual payout amounts for each of the
NEOs who participated in the 2008 162(m) Incentive Program in
relation to the maximum they were allowed to receive from the
NEO Bonus Pool. While $1.95 million was accrued under the
funding formula for the NEO Bonus Pool, the Compensation
Committee reduced these potential payouts to an aggregate of
$1.45 million. A detailed discussion of the actual bonus
payments awarded to each NEO, including the CFO, appears later
in this section.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum Bonus
|
|
|
|
|
|
|
% Allocated for
|
|
|
Pool Allocated for
|
|
|
|
Financial Results
|
|
|
162(m) Purposes
|
|
|
162(m) Purposes
|
|
|
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|
|
Revenues
|
|
$
|
93,085
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
$
|
80,251
|
|
|
|
|
|
|
|
|
|
Operating Income (before taxes)
|
|
$
|
12,834
|
|
|
|
|
|
|
|
|
|
Minimum Accrual
|
|
$
|
3,000
|
|
|
|
|
|
|
|
|
|
Variable Accrual
|
|
$
|
6,000
|
|
|
|
32.5
|
%
|
|
$
|
1,950
|
|
Employee Bonus Pool
|
|
$
|
9,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Limitations by Officer
|
|
Maximum Percentage
|
|
|
Maximum Amount
|
|
|
Actual Bonus Paid
|
|
|
|
|
|
|
(In thousands)
|
|
|
(In thousands)
|
|
|
CEO
|
|
|
35
|
%
|
|
$
|
683
|
|
|
$
|
500
|
|
President
|
|
|
35
|
%
|
|
$
|
683
|
|
|
$
|
450
|
|
CIO
|
|
|
30
|
%
|
|
$
|
585
|
|
|
$
|
500
|
|
Total Paid
|
|
|
|
|
|
|
|
|
|
$
|
1,450
|
|
Beginning with the 2009 performance year, the Board of Directors
adopted the 2009 Incentive Plan, which remains subject to
stockholder approval at the 2009 Annual Meeting. The 2009
Incentive Plan is structured in a manner that is intended to
meet the requirements of Code Section 162(m) in order to
preserve our ability to take compensation expense deductions for
annual cash bonuses that qualify as performance-based
compensation. For 2009, the Compensation Committee has adopted a
program under the 2009 Incentive Plan for our NEOs (other than
our CFO) that is identical to the 2008 162(m) Incentive Program,
except that the 2009 NEO Bonus Pool will be funded based on
32.5% of a variable accrual of 27% of the Companys 2008
pre-tax operating income before cash bonus expense, as opposed
to a variable accrual of 30% in 2008. Please see
Proposal 3 of this Proxy Statement for more
information regarding the 2009 Incentive Plan and the 2009 NEO
Bonus Pool.
In addition, in 2009 the Board of Directors adopted the 2009
Employee Performance Incentive Plan (the Employee
Plan) in which our CFO participates. The Employee Plan
is not subject to stockholder approval and is substantially
similar to the 2009 Incentive Plan except that awards granted
under the Employee Plan are not intended to, and will not,
comply with the performance-based compensation
exception under Section 162(m) of the Code. The employee
bonus pool for 2009 was implemented under the Employee Plan.
In light of the current global economic downturn and our
understanding of current cash bonus trends, for 2009 the
Compensation Committee decided to lower the Minimum Accrual to
$2,000,000 (from $3,000,000 in 2008) and the Variable
Accrual to 27% (from 30% in 2008).
We believe the decrease in the cash bonus accrual is
appropriate given the market uncertainty, and we believe that
NEOs will be motivated to adopt a long-term perspective that
aligns with their equity holdings. A detailed discussion
regarding equity holdings appears in the Pay Mix
section below. While the portion of the Variable Accrual
that is allocated to the NEOs subject to the 2009 Incentive Plan
(32.5%) has not changed, the Compensation Committee intends to
continue to review the NEO incentive compensation program design
for future years.
The maximum percentage of the NEO Bonus Pool that may be earned
by an NEO also remains subject to the discretion of the
Compensation Committee to reduce the amount allocated to an
individual NEO on an annual basis. The Compensation Committee
believes that the allocation of bonus pools among our NEOs for
36
2008 was appropriate, and for 2009 is appropriate, based upon
the individual and aggregate data it has reviewed.
The achievement of year-over-year pre-tax operating income
growth is moderately difficult to achieve, especially in the
context of the current unprecedented turmoil in the credit
markets, and requires revenue growth and prudent expense
management. While we managed our expenses well in 2008, we did
not achieve our targeted revenue growth in our core business,
and therefore we did not achieve the year-over-year growth in
operating income that we believed was possible. As such, the
2008 Employee Bonus Pool, and consequently the 2008 NEO Bonus
Pool, was significantly lower than 2007 accrual levels.
Specifically, the Employee Bonus Pool for 2008 was
$9 million as compared to $13.4 million in 2007 (a 33%
decrease). The Employee Bonus Pool for 2008 did not include the
bonus obligations assumed by the Company in conjunction with its
acquisition of Greenline Financial Technologies, Inc.
(Greenline) in March 2008. Prior to our
acquisition, Greenline, now a wholly-owned subsidiary of our
wholly-owned subsidiary MarketAxess Technologies Inc., had
established its own bonus pool and accruals were continued
throughout 2008 separately from the Employee Bonus Pool. In
2009, Greenline will continue to maintain a bonus pool that will
accrue separately from the Companys 2009 Employee Bonus
Pool. No employees of Greenline are currently NEOs nor is it
anticipated that any employee of Greenline will become an NEO.
For the 2008 fiscal year, the Compensation Committee had to
balance our 2008 operating results, which were directly and
negatively impacted by the unprecedented dislocation of the
financial credit markets, with the accomplishment of our
corporate and individual strategic goals and initiatives. In
addition, the Compensation Committee focused on retention of the
executive management team as continuity in leadership is
critical during this difficult time and this team is well-suited
to lead the Company through the financial crisis.
A summary of cash bonuses awarded to the NEOs for 2007 and 2008,
and the relationship between the NEOs cash bonus growth
and stockholder value measured as earnings per share
(EPS), is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-over-Year
|
|
Financial Results
|
|
2007 actual
|
|
|
2008 Actual
|
|
|
Percentage Change
|
|
|
Operating Income (in thousands)
|
|
$
|
17,251
|
|
|
$
|
12,834
|
|
|
|
−26
|
%
|
EPS
|
|
$
|
0.30
|
|
|
$
|
0.22
|
|
|
|
−27
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonus Payments
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CEO
|
|
$
|
800
|
|
|
$
|
500
|
|
|
|
−38
|
%
|
President
|
|
$
|
800
|
|
|
$
|
450
|
|
|
|
−44
|
%
|
CFO
|
|
$
|
275
|
|
|
$
|
225
|
|
|
|
−18
|
%
|
CIO
|
|
$
|
700
|
|
|
$
|
500
|
|
|
|
−29
|
%
|
As the above chart illustrates, and consistent with the
Compensation Committees intention, the decrease in the
percentage change of cash bonus payments for the NEOs for 2008
was generally greater than the percentage reduction in the
Companys 2008 earnings when compared to 2007. With the
exception of the CFO, our NEOs have the most influence of any of
our employees over growing the revenues and profits of the
Company. Revenues in our core business decreased as a result of
the turbulent market conditions; however, the increased revenue
from our technology services business and our acquisition of
Greenline off-set this revenue decline so that year-over-year
revenues were essentially flat ($93.1 million in 2008 vs.
$93.6 million in 2007). Despite cutting expenses in our
core business, expenses increased 5% overall, largely as a
result of the Greenline acquisition. As such, without revenue
growth, profits decreased, and the Compensation Committee
exercised its discretion so that the cash performance bonuses of
the NEOs, other than the CFO, were reduced accordingly. In the
CFOs case, while his cash bonus was reduced
year-over-year, it was not reduced to the same extent as the
bonuses paid to the other NEOs, as the Compensation Committee
felt that the CFOs performance is not linked to revenue
generation and wanted to recognize the CFOs role in
achieving significant cost reductions in a difficult operating
environment.
37
In determining the CEOs cash bonus for 2008, the
Compensation Committee primarily focused on corporate financial
performance. While operating income, and as a result EPS,
decreased from 2007, we were able to maintain revenues and
strong free cash flow. In addition, the Compensation Committee
factored in qualitative achievements, such as implementation of
the Companys strategic initiatives. In 2008, the CEO was
credited with the following achievements:
|
|
|
|
|
Increasing our trading network by expanding the dealer market
making community and maintaining a strong fixed income
institutional client base;
|
|
|
|
Negotiating and closing a $35 million preferred share
transaction with Technology Crossover Ventures and adding Robert
Trudeau to the Board of Directors;
|
|
|
|
Adding innovative technology solutions such as Market Lists to
address liquidity gaps in secondary credit markets;
|
|
|
|
Retention of senior management team and top performers;
|
|
|
|
Attracting and retaining a strong base of long-term shareholders;
|
|
|
|
Successfully managing through elevated business risks including
dealer consolidation and failures, investment portfolio risk and
declining dealer capital for market-making; and
|
|
|
|
Successful collaboration with the Board of Directors on the
acquisition of Greenline, the preferred share transaction,
adoption of a stockholder rights plan and identification and
implementation of strategies for business expansion.
|
In determining the Presidents cash bonus, the Compensation
Committee and CEO focused primarily on corporate financial
performance. In addition to the financial successes outlined
above, the President was credited with the following
accomplishments:
|
|
|
|
|
Leading a focused effort to increase institutional client
inquiries on the system;
|
|
|
|
Improving the firms fee capture per million primarily
through the North American regional dealer expansion and the
development of execution services for institutional clients;
|
|
|
|
Spearheading the acquisition of Greenline and co-heading the
assessment, due diligence and integration of Greenline into our
existing business;
|
|
|
|
Successfully managing the on-boarding of 20 new dealer
market-makers to the trading system;
|
|
|
|
Retaining a valuable base of large dealer clients and revenues
during a tumultuous period in the financial community; and
|
|
|
|
Building momentum in additional product areas, most notably
high-yield corporate bonds.
|
In determining the cash bonus compensation for the CFO, the
Compensation Committee and CEO focused on corporate financial
performance, which includes the metrics noted above as well as
an increase in the free cash flow/net income multiple to 3.0 in
2008 from 2.3 in 2007. In addition, the CFO was credited with:
|
|
|
|
|
Leading the financial due diligence for the Greenline
acquisition;
|
|
|
|
Leadership of the Companys Risk Management and Credit
Committees;
|
|
|
|
Addition of direct responsibility for the Companys
Investor Relations function; and
|
|
|
|
Managing our compliance with the requirements of the
Sarbanes-Oxley Act of 2002 and all other regulatory reporting
requirements.
|
In addition to contributing to the financial performance of the
Company through the revenues attributed to our technology
services business and prudent expense management, our CIO was
credited with:
|
|
|
|
|
Building on our reputation of trading system stability,
user-friendliness, and client responsiveness;
|
38
|
|
|
|
|
Co-heading the assessment, due diligence and assimilation of
Greenline in order to expand our product and service offerings
within our technology services business. Success of this
business is a part our ongoing strategy of diversifying our
revenue streams; and
|
|
|
|
Prudent expense management in the (a) ongoing consolidation
of technology staff, (b) implementation of other technical
efficiencies and (c) successful integration of the
Greenline and Trade West Systems acquisitions into our
technology framework.
|
The Compensation Committee also reviewed each NEOs market
benchmark data and then determined where, within the appropriate
range, each NEO should be positioned. The role,
responsibilities, individual contributions, and expertise of
each NEO were considered in determining pay positioning relative
to the benchmark data.
Finally, as stated above, retention and continuity of leadership
also factored into the compensation decisions for all NEOs.
Long-term
Incentives Equity-based Awards
The Company and the Compensation Committee believe that
equity-based awards are an important factor in aligning the
long-term financial interest of our NEOs and our stockholders.
As such, on October 24, 2007, our Board adopted stock
ownership guidelines for our executive officers that currently
require our NEOs to own not less than a number of shares of
Common Stock equal to or greater than the value set forth beside
their names below, which equates to three times the CEOs
base salary and two times the base salary of the other NEOs as
calculated on the effective date of the policy:
|
|
|
|
|
CEO
|
|
$
|
1,200,000
|
|
President
|
|
$
|
600,000
|
|
CFO
|
|
$
|
400,000
|
|
CIO
|
|
$
|
400,000
|
|
Currently, all NEOs are in compliance with these guidelines and
must remain in compliance throughout the NEOs employment
with the Company. Newly-appointed executives will be subject to
the same guidelines and will be required to be in compliance
within five years of commencement of service. Importantly, under
our ownership guidelines, only shares of Common Stock owned
outright in any form, including shares purchased and held
personally and vested restricted shares, count toward the
minimum ownership requirement. All stock options, irrespective
of whether they are vested or in the money, are specifically
excluded, as are any unvested restricted shares. Compliance with
the stock ownership guidelines is reviewed by the Compensation
Committee on an annual basis.
Equity awards to our NEOs are determined in the same manner as
cash bonuses: the budget for equity-related expenses, corporate
financial performance, group and individual performance,
benchmark data and retention requirements are factors in
determining the equity award. Additionally, total planned cash
compensation vs. benchmark data is considered when determining
the size and type of equity grant.
The Compensation Committee uses the Black-Scholes option pricing
model to value stock options and option expense in determining
the financial impact of equity awards on the Company.
For performance year 2008, after having reduced the cash bonus
amounts for the NEOs due to corporate financial performance, the
Compensation Committee used equity as a retention and long-term
reward tool. By doing so, the Compensation Committee was able to
balance short-term repercussions (i.e., a reduction in
2008 cash incentives due to lower 2008 corporate financial
performance) with long-term motivation and incentives.
Specifically, due to the vesting periods attached to the equity,
retention increases because a NEO only profits if he continues
his employment with the Company, and value is derived from the
award only if the NEO is able to produce long-term profits for
the Company. In addition, these rewards are tied to stockholder
returns as the NEO only profits from the equity when
stockholders profit from the Companys financial
performance.
The Compensation Committee evaluates the use of equity-based
awards and intends to continue to use such awards as part of
designing and administering the Companys compensation
program. Our NEOs have
39
been granted stock options, restricted stock and performance
shares (in 2008, as discussed below). Awards are generally
granted to our NEOs at the time of hire and then annually at the
end of each fiscal year for corporate, unit and individual
performance.
Since 2006, our equity award policy has been to grant all
year-end equity awards on
January 15th of
the following year (or the preceding business day if
January 15th is not a business day). This insures that
the timing of any option grants and the setting of the exercise
price, which is the closing price per share of our Common Stock
on the NASDAQ Stock Market on the date of grant, will not be
arbitrary or subject to manipulation. However, the restricted
stock awarded to the NEOs in January 2009 was actually granted
on January 22, 2009, as the Compensation Committee had
delayed the award so that it could evaluate certain tax issues
regarding the potential issuance of the shares as restricted
stock units, which could permit executives the opportunity to
defer portions of their stock awards to a date later than the
originally scheduled vesting date. After completing its review,
the Compensation Committee determined that due to restrictions
on the timing of deferral elections and certain other tax law
requirements, the participants would not have sufficient
flexibility in deferring income (which was the original intent)
upon vesting of restricted stock units and opted to continue its
practice of granting restricted stock without any deferral
features. This delay in the grant date had no impact on the size
of the grant or the value of the award, as the size and value
were determined on January 15, 2009, consistent with our
policy.
The expected value of the year-end equity award to each NEO is
approved by the Compensation Committee prior to grant and is
part of the process in determining TDC for each NEO. The actual
grant amount (i.e., number of shares or options) is
approved by the Compensation Committee on or before the grant
date. Grants to new executive officers are made on the date of
hire and are approved by the Compensation Committee prior to
hire.
In connection with commencement of his employment in 2006, our
President received an incentive stock option award and a
restricted stock award. A portion of the options vest in equal
annual installments over a five-year period beginning on
October 1, 2007. Additional options were subject to the
achievement of certain performance metrics in calendar years
2007 and 2008. The performance metrics for these options, which
were considered by the Compensation Committee to be
stretch goals, were not satisfied, and therefore all
of the options subject to both 2007 and 2008 performance were
forfeited. The restricted stock award vests in equal annual
installments over a five-year period beginning on
October 1, 2007. As discussed elsewhere in this Proxy
Statement, certain portions of the stock option award and the
restricted stock award may also vest upon certain terminations
of the Presidents employment.
Beginning in 2008, the Compensation Committee also utilized
performance shares in order to tie the long-term equity
component of compensation more closely to stockholder returns.
Specifically, the Compensation Committee implemented the use of
performance shares to:
|
|
|
|
|
replace some value of guaranteed restricted stock
awards with a variable pay instrument that aligns with financial
performance;
|
|
|
|
manage stockholder dilution by using less shares than similar
value stock option grants; and
|
|
|
|
provide a balance between stock option upside and
retention/downside protection of restricted stock.
|
The performance shares were structured in a manner intended to
qualify as performance-based compensation eligible
for deductibility under Code Section 162(m).
The Compensation Committee has approved two forms of performance
share award agreements. One form is for use in connection with
grants of performance share awards to the CEO and the President,
and a second form is for use in connection with grants of
performance share awards to all other performance award
recipients, including our other NEOs. Each performance share
award agreement provides for the grant of a target number of
performance shares that will vest or be forfeited based on the
level of our achievement, during the applicable performance
period, of a level of pre-tax operating income per share of our
Common Stock before payment of (a) cash bonuses for
performance during the performance period and (b) expenses
incurred in connection with the grant of all performance share
awards for the performance period.
40
For each performance share earned, a participant will receive
one share of restricted stock. Any restricted stock awarded to a
participant will vest and become freely tradable in equal 50%
installments on each of the second and third anniversaries of
the grant date of the applicable performance share award.
Certain portions of the performance shares or the restricted
stock may also vest upon certain terminations of a
participants employment, or after the occurrence of a
qualifying change in control.
In connection with their 2007 performance, in January 2008 the
Compensation Committee approved grants for an aggregate of
122,120 performance shares to our NEOs for the 2008 performance
period. As the performance target for 2008 was not achieved, all
such performance shares expired and were unvested at the
conclusion of 2008.
In January 2009 the NEOs were granted performance shares with
respect to the 2009 performance period. These grants are 20% of
the aggregate equity grant value granted to each NEO in January
2009 (the remaining percentage was granted as described below).
The target performance metric under these awards is the
Companys achievement during 2009 of pre-tax operating
income of $0.43 per share of the Companys Common Stock
before payment of (a) cash bonuses for performance during
2009 and (b) expenses incurred in connection with the grant
of all performance share awards for performance in 2009, based
on the Board-approved 2009 financial plan of the Company. The
actual amount that may be earned is based on the level of our
achievement of the performance goal during 2009, as follows:
|
|
|
|
|
|
|
|
|
Achievement (percentage of target pre-tax operating income)
|
|
Less than 80%
|
|
Minimum 80%
|
|
Target 100%
|
|
Maximum 120% or more
|
Payout (percentage of shares)
|
|
0%
|
|
50%
|
|
100%
|
|
150%
|
Payout results are interpolated on a straight-line basis between
80% and 120% achievement of performance goals, and maximum
payouts are capped at 150% of target. If the minimum percentage
is not achieved, no portion of the performance share awards will
be earned by the executives.
Set forth below is the target number of performance shares that
may be awarded to our NEOs (i.e., the number of
performance shares that would be earned based upon achievement
of 100% of the performance goal) and their value as of the date
of grant:
|
|
|
|
|
|
|
|
|
|
|
Performance
|
|
|
Value of Performance Shares
|
|
|
|
Shares at 100%
|
|
|
at 100% Achievement as of
|
|
|
|
Achievement
|
|
|
Date of Grant
|
|
|
CEO
|
|
|
48,848
|
|
|
$
|
387,853
|
|
President
|
|
|
23,798
|
|
|
$
|
188,956
|
|
CFO
|
|
|
5,636
|
|
|
$
|
44,750
|
|
CIO
|
|
|
16,283
|
|
|
$
|
129,287
|
|
For the remaining 80% of the equity award grants made to the
NEOs in January 2009, the NEOs were given the choice under the
Companys Flex Grant program to choose between
the following two alternatives: (1) a 50%/50% split between
options and restricted stock or (2) 100% in restricted
stock. The trade-off of restricted stock to stock options was
determined at an appropriate level at which the accounting
expense charged to the Company was unaffected by the
executives reward selection. The ratio of restricted stock
to stock options granted was one to 1.6.
The Flex Grant program was implemented by the
Compensation Committee to permit executives to have appropriate
input into the composition of their reward structure, within
appropriate limits designated by the Company. This equity
program recognizes the unavoidable individual risk preferences
that exist among executives and permits the Company to deliver
more individualized awards with greater perceived value to the
individual recipients without incurring additional actual
expense or accounting cost to the Company.
The Flex Grant program gives the Compensation
Committee the ability to control the alternatives made available
to executives based on any criteria the Compensation Committee
deems appropriate. In 2008, the Compensation Committee required
that at least 50% of each NEOs equity award (excluding
performance shares) be designated in restricted stock because
the Compensation Committee wanted to increase the retentive
41
nature of the NEOs current equity holdings. This is in
part due to the fact that a significant portion of stock option
awards from previous years is currently significantly
underwater, meaning the options have strike prices
well above the Companys current share price, and thus
provide little if any real retention of our NEOs.
By requiring NEOs to receive at least 50% of their 2009 equity
grant (after the 20% allocation to performance shares) in
restricted stock, the Compensation Committee believes their
compensation is tied closely and appropriately to stockholder
returns. In addition, the Compensation Committee believes that
restricted stock promotes a long-term outlook on success vs.
stock options, which recent research suggests may promote
excessive risk-taking in search of potential short-term results
at the expense of long-term price appreciation. Accordingly, the
Compensation Committee seeks to balance the equity held by our
NEOs. In 2009, all of the NEOs elected 100% of their equity
award in restricted stock (after the allocation of performance
shares) with time-based vesting of three years.
Further details on the 2008 year-end equity grants made in
January 2009 and a discussion of TDC are included in the Pay
Mix section below.
The Compensation Committee will continue to evaluate the mix of
performance shares, restricted stock, stock options and other
stock-based awards to align rewards for personal performance
with stockholder value creation.
Pay
Mix
For performance year 2008, the variable compensation portion of
our NEOs TDC was no less than 80%, except for the CFO,
whose variable compensation was just below 70% of his TDC. The
slightly lower percentage of variable compensation for our CFO
is a function of his variable cash and incentive equity value
being lower than that of the other NEOs. Therefore, on a
percentage basis, his base, or fixed compensation, makes up a
higher percentage of his TDC. His lower variable compensation is
in line with market data for the CFO position. A summary of 2008
payments (comprised of 2008 base salary, 2008 year-end cash
bonus and January 2009 equity grants for performance year 2008),
with the percentages that are variable and fixed, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Compensation
|
|
|
Variable Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Value
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
|
|
% of
|
|
|
Performance
|
|
|
Restricted
|
|
|
as a %
|
|
|
|
|
|
|
Base
|
|
|
TDC
|
|
|
Cash Bonus
|
|
|
TDC
|
|
|
Shares(1)
|
|
|
Stock(1)
|
|
|
of TDC
|
|
|
TDC
|
|
|
CEO
|
|
$
|
400,000
|
|
|
|
15
|
%
|
|
$
|
500,000
|
|
|
|
19
|
%
|
|
$
|
387,853
|
|
|
$
|
1,414,233
|
|
|
|
67
|
%
|
|
$
|
2,702,086
|
|
President
|
|
$
|
300,000
|
|
|
|
18
|
%
|
|
$
|
450,000
|
|
|
|
28
|
%
|
|
$
|
188,956
|
|
|
$
|
688,986
|
|
|
|
54
|
%
|
|
$
|
1,627,942
|
|
CFO
|
|
$
|
200,000
|
|
|
|
32
|
%
|
|
$
|
225,000
|
|
|
|
36
|
%
|
|
$
|
44,750
|
|
|
$
|
163,183
|
|
|
|
33
|
%
|
|
$
|
632,933
|
|
CIO
|
|
$
|
200,000
|
|
|
|
15
|
%
|
|
$
|
500,000
|
|
|
|
38
|
%
|
|
$
|
129,287
|
|
|
$
|
471,414
|
|
|
|
46
|
%
|
|
$
|
1,300,701
|
|
|
|
|
(1)
|
|
Restricted stock vests over three
years. Performance shares settle one year after grant, and vest
over the following two years.
|
As stated in the section above titled Annual Variable
Performance Awards Payable in Cash, the Compensation
Committee considered the financial performance of the Company
during a difficult market environment that existed during 2008,
individual contributions of each NEO (listed above) and
retention concerns in making a determination as to the size of
the equity grant and in targeting each NEOs TDC. The
guidance for TDC was based on the benchmark data obtained from
our peer group and other compensation surveys (see Pay Levels
and Benchmarking above). The data selected for each NEO was
individualized based on the NEOs position, role within the
organization, scope of responsibilities and relative size of the
Company. After adding the annualized value of previous
multi-year grants, the CEOs and Presidents TDC fell
above the benchmark median, but below the 75th percentile,
and their TDCs dropped 21% and 20%, respectively, from 2007
levels. The TDCs for the CFO and CIO were generally at the
benchmark median, and declined 21% and 15%, respectively, from
2007 levels.
As a significant portion of each NEOs compensation is
awarded in equity and our NEOs are subject to stock ownership
guidelines, we believe the NEOs are motivated to align personal
performance and decision-
42
making with stockholder value creation, and they are motivated
to improve the financial results for the Company on a long-term
basis. As such, and given the current market environment, we
believe that the change in the 2009 cash bonus accrual
methodology (i.e., lower Minimum Accrual and lower
Variable Accrual) is not a detriment to our NEOs and that it
will not result in unnecessary short-term risk taking.
Other
Benefits
We provide our NEOs with the same benefits offered to all other
employees. The cost of these benefits constitutes a small
percentage of each NEOs total compensation. In the U.S.,
key benefits include paid vacation; premiums paid for life
insurance and short-term and long-term disability policies; a
matching contribution to the NEOs 401(k) plan; and the
payment of 80% of the NEOs healthcare premiums. We review
these other benefits and perquisites on an annual basis and make
adjustments as warranted based on competitive practices and our
performance.
Risk
Mitigation
We do not believe that the performance-based nature of our NEO
compensation encourages excessive risk-taking by our NEOs that
would potentially threaten the economic viability of the
Company. Each component of performance-based compensation is
subject to a cap on cash or the number of shares delivered. The
performance criteria are designed to focus on performance
metrics that deliver value to our stockholders and that focus on
the health of our business. Further, as noted above, we have
instituted stock ownership guidelines that require our NEOs to
maintain a substantial ownership interest in the Company,
further aligning their interests with those of our other
stockholders while mitigating the chance of excessive
risk-taking.
Compensation
Committee Discretion
The Compensation Committee retains the discretion to decrease or
eliminate all forms of incentive payouts based on its
performance assessment, whether individual or Company-based.
Likewise, the Compensation Committee retains the discretion to
provide additional payouts
and/or
consider special awards for significant achievements, including
but not limited to achieving superior operating results,
strategic accomplishments
and/or
consummation of partnerships, acquisitions or divestitures.
Severance
and change in control arrangements
In hiring and retaining executive level talent, the Compensation
Committee believes that providing the executive with a level of
security in the event of an involuntary termination of
employment or in the event of a change in control is an
important and competitive part of the executives
compensation package. We have entered into employment agreements
with our CEO and President that provide for severance payments
and benefits in the event of certain terminations of their
employment. In addition, the terms of our equity grant award
agreements with our CEO and President provide for accelerated
vesting of their equity awards in the event of certain
terminations of their employment or upon a change in control of
the Company. The other NEOs are entitled to severance payments
and benefits in the event of certain terminations of their
employment under the MarketAxess Severance Pay Plan. Please see
Executive Compensation Potential
termination or change in control payments and benefits
below, for information regarding these payments and benefits.
Impact of
Tax and Accounting
As a general matter, the Compensation Committee reviews and
considers the tax and accounting implications of using the
various forms of compensation employed by the Company.
When determining the size of grants to our NEOs and other
employees under the Companys stock incentive plans, the
Compensation Committee examines the accounting cost associated
with the grants. Under FAS 123R, grants of stock options,
restricted stock, performance shares and other share-based
payments result in an accounting charge for the Company. The
accounting charge is equal to the fair value of the instruments
being issued. For restricted stock and performance shares, the
cost is equal to the fair value of the stock on the date of
grant times the number of shares or units granted. For stock
options, the cost is equal to the fair value
43
determined using an option pricing model. This expense is
amortized over the requisite service or performance period.
Code Section 162(m) generally prohibits any publicly-held
corporation from taking a Federal income tax deduction for
compensation paid in excess of $1 million in any taxable
year to the chief executive officer and any other executive
officer (other than the chief financial officer) employed on the
last day of the taxable year whose compensation is required to
be disclosed to stockholders under SEC rules. Exceptions include
qualified performance-based compensation, among other things. It
is the Compensation Committees policy to maximize the
effectiveness of our executive compensation plans in this
regard. Nonetheless, the Compensation Committee retains the
discretion to grant awards (such as restricted stock with
time-based vesting) that will not comply with the
performance-based exception of 162(m) if it is deemed in the
best interest of the Company to do so.
Notwithstanding anything to the contrary set forth in any of
our previous or future filings under the Securities Act of 1933
or the Securities Exchange Act of 1934 that might incorporate
this Proxy Statement or future filings with the SEC, in whole or
in part, the following report shall not be deemed to be
soliciting material or filed with the
SEC and shall not be deemed to be incorporated by reference into
any such filing.
REPORT OF
THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee has reviewed and discussed with
management the Compensation Discussion and Analysis to be
included in this Proxy Statement. Based on the reviews and
discussions referred to above, the Compensation Committee
recommended to the Board of Directors that the Compensation
Discussion and Analysis be included in this Proxy Statement.
Submitted by the Compensation Committee of
the Board of Directors:
John Steinhardt Chair
Roger Burkhardt
Robert W. Trudeau
44
EXECUTIVE
COMPENSATION
Summary
compensation table
The following table sets forth all compensation received during
the last fiscal year by (i) our Chief Executive Officer,
(ii) our Chief Financial Officer and (iii) our two
other executive officers who were serving as executive officers
at the end of the last fiscal year. These executives are
referred to as our named executive officers
elsewhere in this Proxy Statement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Plan
|
|
|
Compen-
|
|
|
|
|
|
|
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
sation
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)
|
|
|
($)(1)
|
|
|
($)(1)
|
|
|
($)
|
|
|
($)(2)
|
|
|
($)
|
|
|
Richard M. McVey
|
|
|
2008
|
|
|
|
400,000
|
|
|
|
|
|
|
|
1,140,393
|
|
|
|
755,098
|
|
|
|
500,000
|
|
|
|
2,500
|
|
|
|
2,797,991
|
|
Chief Executive Officer
|
|
|
2007
|
|
|
|
400,000
|
|
|
|
|
|
|
|
1,140,120
|
|
|
|
313,049
|
|
|
|
800,000
|
|
|
|
4,000
|
|
|
|
2,657,169
|
|
|
|
|
2006
|
|
|
|
400,000
|
|
|
|
|
|
|
|
1,139,859
|
|
|
|
83,709
|
|
|
|
500,000
|
|
|
|
1,500
|
|
|
|
2,125,068
|
|
T. Kelley Millet
|
|
|
2008
|
|
|
|
300,000
|
|
|
|
|
|
|
|
307,709
|
|
|
|
668,076
|
|
|
|
450,000
|
|
|
|
2,500
|
|
|
|
1,728,286
|
|
President
|
|
|
2007
|
|
|
|
300,000
|
|
|
|
|
|
|
|
307,291
|
|
|
|
388,190
|
|
|
|
800,000
|
|
|
|
4,000
|
|
|
|
1,799,481
|
|
|
|
|
2006
|
|
|
|
90,961
|
(3)
|
|
|
|
|
|
|
102,470
|
|
|
|
340,838
|
|
|
|
200,000
|
|
|
|
7,500
|
|
|
|
741,766
|
|
James N.B. Rucker
|
|
|
2008
|
|
|
|
200,000
|
|
|
|
225,000
|
|
|
|
81,419
|
|
|
|
115,866
|
|
|
|
|
|
|
|
2,500
|
|
|
|
624,785
|
|
Chief Financial Officer
|
|
|
2007
|
|
|
|
200,000
|
|
|
|
275,000
|
|
|
|
56,766
|
|
|
|
113,254
|
|
|
|
|
|
|
|
4,000
|
|
|
|
649,020
|
|
|
|
|
2006
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
56,927
|
|
|
|
83,945
|
|
|
|
|
|
|
|
1,500
|
|
|
|
542,372
|
|
Nicholas Themelis
|
|
|
2008
|
|
|
|
200,000
|
|
|
|
|
|
|
|
188,672
|
|
|
|
262,770
|
|
|
|
500,000
|
|
|
|
2,500
|
|
|
|
1,153,942
|
|
Chief Information Officer
|
|
|
2007
|
|
|
|
200,000
|
|
|
|
|
|
|
|
141,367
|
|
|
|
266,730
|
|
|
|
700,000
|
|
|
|
4,000
|
|
|
|
1,312,097
|
|
|
|
|
2006
|
|
|
|
200,000
|
|
|
|
|
|
|
|
98,256
|
|
|
|
223,303
|
|
|
|
475,000
|
|
|
|
1,500
|
|
|
|
998,059
|
|
|
|
|
(1)
|
|
The amounts reported reflect the
dollar amount recognized for financial statement reporting
purposes for the fiscal years ended December 31, 2008, 2007
and 2006, in accordance with FAS 123R, of awards of
restricted stock or stock options and thus include amounts from
awards granted in and prior to 2008, without regard to the
estimated forfeiture related to service-based vesting
conditions. Assumptions used in the calculation of this amount
are included in footnote 12 to the Companys audited
financial statements for the fiscal year ended December 31,
2008, included in the Companys Annual Report on
Form 10-K
filed with the SEC on March 3, 2009. These amounts reflect
the Companys accounting expense for these awards and do
not correspond to the actual amounts, if any, that will be
recognized by the named executive officers.
|
|
(2)
|
|
These benefits represent employer
matching contributions to the Companys defined
contribution plan and, in the case of Mr. Millet,
reimbursement for legal fees in 2006.
|
|
(3)
|
|
Mr. Millets employment
commenced in September 2006. His annualized base salary for 2006
was $300,000.
|
45
Grants of
plan-based awards
The following table summarizes the grants of restricted stock
and option awards we made to the named executive officers in
2008 as well as future payouts pursuant to certain
performance-based equity compensation arrangements. There can be
no assurance that the Grant Date Fair Value of Stock and Option
Awards will ever be realized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payouts
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
Under Non-
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Exercise or
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
|
Equity Incentive
|
|
|
|
|
|
|
|
|
|
|
|
Shares of
|
|
|
Securities
|
|
|
Base Price
|
|
|
of Stock
|
|
|
|
|
|
|
|
|
|
Plan Awards(1)
|
|
|
Estimated Future Payouts Under Equity Incentive Plan
Awards(2)
|
|
|
Stock or
|
|
|
Underlying
|
|
|
of Option
|
|
|
and Option
|
|
|
|
Grant
|
|
|
Approval
|
|
|
Target
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options
|
|
|
Awards
|
|
|
Awards
|
|
Name
|
|
Date
|
|
|
Date
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)(3)
|
|
|
(#)(4)
|
|
|
($/Sh)(5)
|
|
|
($)(6)
|
|
|
Richard M. McVey
|
|
|
6/05/2008
|
|
|
|
6/05/2008
|
|
|
$
|
950,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/15/2008
|
|
|
|
1/15/2008
|
|
|
|
|
|
|
|
34,300
|
|
|
|
68,600
|
|
|
|
102,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
749,798
|
|
|
|
|
1/15/2008
|
|
|
|
1/15/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
287,000
|
|
|
|
10.93
|
|
|
|
1,433,651
|
|
T. Kelley Millet
|
|
|
6/05/2008
|
|
|
|
6/05/2008
|
|
|
|
950,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/15/2008
|
|
|
|
1/15/2008
|
|
|
|
|
|
|
|
13,700
|
|
|
|
27,400
|
|
|
|
41,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
299,482
|
|
|
|
|
1/15/2008
|
|
|
|
1/15/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115,000
|
|
|
|
10.93
|
|
|
|
574,460
|
|
James N.B. Rucker
|
|
|
1/15/2008
|
|
|
|
1/15/2008
|
|
|
|
|
|
|
|
4,460
|
|
|
|
8,920
|
|
|
|
13,380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,496
|
|
|
|
|
1/15/2008
|
|
|
|
1/15/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000
|
|
|
|
|
|
|
|
|
|
|
|
76,510
|
|
|
|
|
1/15/2008
|
|
|
|
1/15/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,650
|
|
|
|
10.93
|
|
|
|
93,162
|
|
Nicholas Themelis
|
|
|
6/05/2008
|
|
|
|
6/05/2008
|
|
|
|
831,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/15/2008
|
|
|
|
1/15/2008
|
|
|
|
|
|
|
|
8,600
|
|
|
|
17,200
|
|
|
|
25,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187,996
|
|
|
|
|
1/15/2008
|
|
|
|
1/15/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,500
|
|
|
|
|
|
|
|
|
|
|
|
147,555
|
|
|
|
|
1/15/2008
|
|
|
|
1/15/2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,850
|
|
|
|
10.93
|
|
|
|
179,082
|
|
|
|
|
(1)
|
|
Represents the grant of an award
pursuant to the MarketAxess Holdings Inc. 2008 Code
Section 162(m) Performance Incentive Program (the
2008 Incentive Program), which was adopted by
the Compensation Committee on March 28, 2008 and approved
by the stockholders of the Company at the 2008 annual meeting of
stockholders on June 5, 2008. As such awards do not have a
threshold or maximum payout, the amounts disclosed in the table
reflect the amounts that would have been payable to Messrs.
McVey, Millet and Themelis if the 2008 Incentive Program had
been in effect during 2007.
|
|
(2)
|
|
Reflects the number of performance
shares that would vest based on the level of achievement by the
Company of pre-tax operating income for the 2008 calendar year
performance period. For each performance share earned, a
participant would be awarded an equal number of shares of
restricted stock that would vest and cease to be restricted
stock in equal 50% installments on each of the second and third
anniversaries of the date of grant of the applicable performance
share award. The Company failed to meet the pre-tax operating
income per share target for 2008 and, accordingly, all of the
performance share awards were forfeited.
|
|
(3)
|
|
Restricted stock awards vest in
three equal annual installments beginning on the first
anniversary date of the grant.
|
|
(4)
|
|
Stock option awards vest in three
equal annual installments beginning on the first anniversary of
the grant.
|
|
(5)
|
|
The exercise price for stock
options granted was equal to the closing price of the
Companys Common Stock on the date of grant.
|
|
(6)
|
|
The value of a restricted stock or
stock option award is based on the fair value as of the grant
date of such award determined pursuant to FAS 123R, and
disregards estimates of forfeitures related to service-based
vesting conditions. The proceeds to be paid to the individual
following an exercise do not include the option exercise price,
and the exercise price of option awards has not been deducted
from the amounts indicated above. Regardless of the value placed
on a stock option award on the grant date, the actual value of
the stock option will depend on the market value of Common Stock
at such date in the future when the stock option is exercised.
|
46
Outstanding
equity awards at fiscal year end
The following table summarizes unexercised stock options,
performance-based stock options with performance conditions that
have not yet been satisfied and shares of restricted stock that
have not vested and related information for each of our named
executive officers as of December 31, 2008. The market
value of restricted stock awards is based on the closing price
of the Companys Common Stock on December 31, 2008 of
$8.16.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Shares or
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
Stock That
|
|
|
Stock That
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
Name
|
|
Exercisable(1)
|
|
|
Unexercisable(1)
|
|
|
($)
|
|
|
Date
|
|
|
(#)(2)
|
|
|
($)
|
|
|
Richard M. McVey
|
|
|
127,774
|
|
|
|
|
|
|
|
2.70
|
|
|
|
4/15/2012
|
|
|
|
255,000
|
|
|
|
2,080,800
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
2.70
|
|
|
|
2/7/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
15.60
|
|
|
|
1/6/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
100,000
|
|
|
|
12.96
|
|
|
|
1/12/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
287,000
|
|
|
|
10.93
|
|
|
|
1/15/2018
|
|
|
|
|
|
|
|
|
|
T. Kelley Millet
|
|
|
200,000
|
|
|
|
300,000
|
|
|
|
10.25
|
|
|
|
9/13/2016
|
|
|
|
90,000
|
|
|
|
734,400
|
|
|
|
|
|
|
|
|
115,000
|
|
|
|
10.93
|
|
|
|
1/15/2018
|
|
|
|
|
|
|
|
|
|
James N.B. Rucker
|
|
|
61,117
|
|
|
|
|
|
|
|
3.60
|
|
|
|
6/15/2011
|
|
|
|
19,000
|
|
|
|
155,040
|
|
|
|
|
374
|
|
|
|
|
|
|
|
2.70
|
|
|
|
3/31/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
8,334
|
|
|
|
|
|
|
|
2.70
|
|
|
|
12/30/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
13.95
|
|
|
|
1/2/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
|
|
15.60
|
|
|
|
1/6/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
19,456
|
|
|
|
544
|
|
|
|
11.18
|
|
|
|
1/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
19,140
|
|
|
|
10,860
|
|
|
|
12.96
|
|
|
|
1/12/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,650
|
|
|
|
10.93
|
|
|
|
1/15/2018
|
|
|
|
|
|
|
|
|
|
Nicholas Themelis
|
|
|
100,000
|
|
|
|
|
|
|
|
13.95
|
|
|
|
2/25/2014
|
|
|
|
42,166
|
|
|
|
344,075
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
15.60
|
|
|
|
1/6/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
43,776
|
|
|
|
1,224
|
|
|
|
11.18
|
|
|
|
1/9/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
47,850
|
|
|
|
27,150
|
|
|
|
12.96
|
|
|
|
1/12/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,850
|
|
|
|
10.93
|
|
|
|
1/15/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
For options granted prior to 2008,
one-third of the options vest on the first anniversary of the
grant date and the balance vests in 24 equal monthly
installments thereafter. Options granted in 2008 vest in three
equal annual installments. The options granted to
Mr. Millet in 2006 vest in five equal annual installments.
Stock options will vest and become exercisable in the event of
certain terminations of employment or upon a change in control
of the Company. See Executive Compensation
Potential termination or change in control payments and
benefits for additional information.
|
|
(2)
|
|
Each share of restricted stock
represents one share of the Companys Common Stock that is
subject to forfeiture if the applicable vesting requirements are
not met. Shares of restricted stock granted prior to 2007 vest
in five equal annual installments commencing on the first
anniversary of the date of grant. Shares of restricted stock
granted in 2007 and 2008 vest in three equal annual installments
commencing on the first anniversary of the date of grant. Shares
of restricted stock will vest in the event of certain
terminations of employment or upon a change in control of the
Company. See Executive Compensation
Potential termination or change in control payments
and benefits for additional information.
|
47
Option
exercises and stock vested
The following table summarizes each exercise of stock options,
each vesting of restricted stock and related information for
each of our named executive officers on an aggregated basis
during 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
|
Number of Shares
|
|
|
Value Realized
|
|
|
|
Acquired on Exercise
|
|
|
on Exercise
|
|
|
Acquired on Vesting
|
|
|
on Vesting
|
|
Name
|
|
(#)
|
|
|
($)(1)
|
|
|
(#)
|
|
|
($)(2)
|
|
|
Richard M. McVey
|
|
|
|
|
|
|
|
|
|
|
87,000
|
|
|
|
828,849
|
|
T. Kelley Millet
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
|
|
216,510
|
|
James N.B. Rucker
|
|
|
35,176
|
|
|
|
69,763
|
|
|
|
4,500
|
|
|
|
42,871
|
|
Nicholas Themelis
|
|
|
|
|
|
|
|
|
|
|
11,334
|
|
|
|
118,981
|
|
|
|
|
(1)
|
|
Value realized represents the
market value on the date of exercise in excess of the exercise
price.
|
|
(2)
|
|
Value realized represents the
market value on the date of vesting.
|
Employment
agreements and severance arrangements with our named executive
officers
Richard
M. McVey Employment Agreement
In May 2004, we entered into an employment agreement with
Richard M. McVey. The employment agreement provides that
Mr. McVey will be employed by us as President, Chief
Executive Officer and Chairman of the Board of Directors, and
his employment may be terminated by him or by us at any time.
Mr. McVeys annual base salary under the agreement is
$300,000 per year, which amount was increased in 2006 to
$400,000. Mr. McVey is also eligible to receive an annual
bonus in accordance with the Companys annual performance
incentive plan as in effect from time to time and is entitled to
participate in all benefit plans and programs available to our
other senior executives, at a level commensurate with his
position. In connection with the hiring of Mr. Millet,
Mr. McVey agreed to waive his right to serve as President
of the Company.
Mr. McVeys employment agreement provides for
severance payments and benefits if his employment is terminated
under various conditions. See Executive
Compensation potential termination or change in
control payments and benefits below for a description
of such payments and benefits.
For the purposes of Mr. McVeys agreements,
Cause generally means his:
|
|
|
|
|
willful misconduct or gross negligence in the performance of his
duties;
|
|
|
|
conviction of, or plea of guilty or nolo contendere to, a
crime relating to us or any of our affiliates or any
felony; or
|
|
|
|
material breach of his employment agreement or any other
material written agreement with us.
|
For purposes of Mr. McVeys employment agreement,
Good Reason generally means:
|
|
|
|
|
his no longer holding the title of President and Chief Executive
Officer, or the failure of the Board to nominate him as a
director or, once elected to the Board, the failure of the Board
to elect him as Chairman;
|
|
|
|
a material diminution in his duties, authorities or
responsibilities (other than as a result of his ceasing to be a
director) or the assignment of duties or responsibilities
materially adversely inconsistent with his then position;
|
|
|
|
our material breach of his employment agreement;
|
|
|
|
a relocation of his principal place of business of more than
50 miles; or
|
|
|
|
our failure to obtain a reasonably satisfactory written
agreement from any successor to all or substantially all of our
assets to assume and agree to perform our obligations under his
employment agreement.
|
48
Mr. McVey elected not to exercise his right to resign for
Good Reason for no longer holding the title of President in
connection with Mr. Millets appointment as President.
For the purposes of Mr. McVeys agreements,
Change in Control generally means:
|
|
|
|
|
an acquisition representing 50% or more of the combined voting
power of our then outstanding securities;
|
|
|
|
a change in the majority of the members of our Board during any
two-year period, unless such members are approved by two-thirds
of the Board members who were members at the beginning of such
period or members whose nominations were so approved;
|
|
|
|
our merger or consolidation, other than (a) a transaction
resulting in our voting securities outstanding immediately prior
thereto continuing to represent more than 50% of the combined
voting power of our voting securities or such surviving entity
immediately after such transaction or (b) a transaction
effected to implement a recapitalization (or similar
transaction) in which no person acquires more than 50% of the
combined voting power of our then outstanding securities; or
|
|
|
|
our stockholders approval of a plan of complete
liquidation or the consummation of the sale or disposition of
all or substantially all of our assets other than (a) the
sale or disposition of all or substantially all of our assets to
a beneficial owner of 50% or more of the combined voting power
of our outstanding voting securities at the time of the sale or
(b) pursuant to a spinoff type transaction of such assets
to our stockholders.
|
T.
Kelley Millet Employment Agreement
In September 2006, T. Kelley Millet commenced employment with us
pursuant to an employment agreement entered into in August 2006.
The agreement provides that Mr. Millet will be employed by
us as President, and his employment may be terminated by him or
by us at any time. Mr. Millets base salary under the
agreement is $300,000 per year. Mr. Millet is also eligible
to receive an annual bonus in accordance with the 2004 Annual
Performance Plan. He is also entitled to participate in all
benefit plans and programs available to our other senior
executives, at a level commensurate with his position.
Mr. Millets employment agreement provides for
severance payments and benefits if his employment is terminated
under various conditions. See Executive
Compensation potential termination or change in
control payments and benefits below for a description
of such payments and benefits.
For the purposes of Mr. Millets agreement,
Cause and Change in Control have the
same meaning as provided above for Mr. McVey.
For purposes of Mr. Millets agreement, Good
Reason generally means:
|
|
|
|
|
any reduction in his title;
|
|
|
|
a material diminution in his duties, authorities or
responsibilities or the assignment of duties or responsibilities
materially adversely inconsistent with his then position;
|
|
|
|
our material breach of his employment agreement;
|
|
|
|
a relocation of his principal place of business of more than
50 miles; or
|
|
|
|
our failure to obtain a reasonably satisfactory written
agreement from any successor to all or substantially all of our
assets to assume and agree to perform our obligations under his
employment agreement.
|
Severance
Pay Plan
Messrs. Rucker and Themelis do not have employment
agreements with us but are entitled to severance payments and
benefits under the Companys Severance Pay Plan (the
Severance Plan) in the event their employment
is terminated by us for any reason other than a termination for
Cause. The Severance Plan
49
provides for up to 24 weeks of continued base salary and
continued healthcare coverage based on the number of years of an
employees consecutive service with us prior to
termination. On September 22, 2008, the Severance Plan was
amended to include an additional bonus payments for any employee
whose employment terminates between September 22, 2008 and
January 15, 2009, equal to 50% of the employees
2007 year-end bonus, prorated for the number of full
calendar months (rounded up for service of at least one-half
month) worked in calendar year 2008.
Cause is generally defined in the Severance Plan as
(i) an employees act or omission resulting or
intended to result in personal gain at our expense; (ii) an
employees misconduct; (iii) performance of duties by
an employee in a manner we deem to be materially unsatisfactory;
(iv) cause (or words of like import) as defined
in an agreement between us and the employee; or (v) an
employees improper disclosure of proprietary or
confidential information or trade secrets, or intellectual
property that we are under a duty to protect.
As of December 31, 2008, Mr. Rucker had completed
eight years of consecutive service with us and Mr. Themelis
had completed four years of consecutive service with us. Had we
terminated them without Cause on December 31, 2008, they
would have been entitled to 24 and 16 weeks of continued
base salary and continued healthcare coverage, respectively.
Proprietary
Information and Non-Competition Agreements
Each of the named executive officers has entered into, and is
subject to the terms of, a Proprietary Information and
Non-Competition Agreement with us that contains, among other
things, (i) certain provisions prohibiting disclosure of
our confidential information without our prior written consent,
(ii) certain non-competition provisions that restrict their
engaging in certain activities that are competitive with us
during their employment and for one year thereafter, and
(iii) certain non-solicitation provisions that restrict
their recruiting, soliciting or hiring our nonclerical employees
or consultants, or soliciting any person or entity to terminate,
cease, reduce or diminish their relationship with us, during
their employment and for two years thereafter.
Loans to
executive officers of the Company
Prior to enactment of the Sarbanes-Oxley Act in July 2002, we
made two loans to Richard M. McVey, our Chief Executive Officer
and Chairman of our Board of Directors. We entered into
restricted stock purchase agreements with Mr. McVey on
June 11, 2001 and July 1, 2001, respectively, in
connection with his compensation package. Pursuant to these
agreements, we sold an aggregate of 289,581 shares of our
Common Stock to Mr. McVey at a purchase price of $3.60 per
share. We loaned an aggregate of approximately $1,042,488 to
Mr. McVey to finance his purchase of these shares.
Mr. McVey executed secured promissory notes with us to
document these loans. These promissory notes bear interest at an
average rate of 5.69% per annum. The principal and accrued
interest on each of these promissory notes is due and payable as
follows: (1) 20% of the principal and accrued interest is
due on the sixth anniversary of the issuance date; (2) an
equal amount is due on each of the seventh, eighth, ninth and
tenth anniversaries of the issuance date; and (3) the
balance is due on the eleventh anniversary of the issuance date.
Mr. McVey may prepay all or any part of any note at any
time without paying a premium or penalty. A portion of the
promissory notes, representing 80% of the aggregate purchase
price, is non-recourse and the remaining portion of the
promissory notes, representing 20% of the aggregate purchase
price, is full-recourse. As security for his obligations under
the promissory notes, Mr. McVey has pledged the
289,581 shares of our Common Stock acquired by him under
the restricted stock purchase agreements described above. During
2008, Mr. McVey made principal and interest payments
aggregating $293,400.
The loans described in the preceding paragraph were entered into
prior to the passage of the Sarbanes-Oxley Act. Because of the
prohibitions against certain loans under Section 402 of the
Sarbanes-Oxley Act, we will not modify any of these outstanding
loans, nor will we enter into new loans with any of our
directors or executive officers, other than as permitted by
applicable law at the time of the transaction.
50
Potential
termination or change in control payments and benefits
Messrs. McVey and Millet are entitled to certain payments
and benefits pursuant to their employment agreements and other
agreements entered into between us and them upon a termination
of their employment in certain circumstances or in the event of
a Change in Control of the Company. Messrs. Rucker and
Themelis do not have employment agreements with us but are
entitled to severance payments and benefits under the Severance
Plan and pursuant to certain equity grants.
The following tables estimate the payments we would be obligated
to make to each of our named executive officers as a result of
his termination or resignation under the circumstances shown or,
in the case of Mr. McVey and Mr. Millet, because of a
Change in Control, in each case assuming such event had occurred
on December 31, 2008. We have calculated these estimated
payments to meet SEC disclosure requirements. The estimated
payments are not necessarily indicative of the actual amounts
any of our named executive officers would receive in such
circumstances. The table excludes (i) compensation amounts
accrued through December 31, 2008 that would be paid in the
normal course of continued employment, such as accrued but
unpaid salary, and (ii) vested account balances under our
401(k) Plan that are generally available to all of our salaried
employees. Where applicable, the information in the table uses a
price per share for our Common Stock of $8.16, the closing price
on December 31, 2008. In addition, where applicable, the
amounts reflected for bonuses reflect the actual amounts paid to
the named executive officers for 2008, since the hypothetical
termination or Change in Control date is the last day of the
fiscal year for which the bonus is to be determined.
Certain of the stock options granted to our named executive
officers would have become vested under certain circumstances;
however, the tables below do not reflect any value for such
vesting, as the exercise prices of the stock options held by our
named executive officers are greater than the market value of
the Common Stock on December 31, 2008 and therefore would
not have had any value on December 31, 2008. The
performance share award agreements entered into between us and
each of our named executive officers in January 2008 provided
for vesting of the performance shares under certain
circumstances; however, the tables below do not reflect any
value for such vesting as the performance metrics for the 2008
performance share grants were not achieved and therefore such
shares were forfeited.
51
Payments
and Benefits for Mr. McVey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
|
|
|
|
|
|
|
|
|
|
Base
|
|
|
|
|
|
Health
|
|
|
Stock
|
|
|
Payment
|
|
|
|
|
|
|
Salary(1)
|
|
|
Bonus(2)
|
|
|
Benefits(3)
|
|
|
Acceleration(4)
|
|
|
Reduction(5)
|
|
|
Total
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Termination Without Cause Outside a Change in Control Protection
Period (CCPP) and prior to a Non-Cash Transaction
|
|
|
400,000
|
|
|
|
600,000
|
|
|
|
11,983
|
|
|
|
550,800
|
|
|
|
|
|
|
|
1,562,783
|
|
Termination Without Cause Outside a CCPP and upon or following a
Non-Cash Transaction
|
|
|
400,000
|
|
|
|
600,000
|
|
|
|
11,983
|
|
|
|
1,982,880
|
|
|
|
|
|
|
|
2,994,863
|
|
Termination Without Cause During a CCPP, but prior to a Change
in Control
|
|
|
800,000
|
|
|
|
1,200,000
|
|
|
|
17,974
|
|
|
|
550,800
|
|
|
|
|
|
|
|
2,568,774
|
|
Termination Without Cause During a CCPP and upon or following a
Change in Control
|
|
|
800,000
|
|
|
|
1,200,000
|
|
|
|
17,974
|
|
|
|
1,982,880
|
|
|
|
|
|
|
|
4,000,854
|
|
Termination for Good Reason Outside a CCPP
|
|
|
400,000
|
|
|
|
600,000
|
|
|
|
11,983
|
|
|
|
|
|
|
|
|
|
|
|
1,011,983
|
|
Termination for Good Reason During a CCPP in connection with a
Cash Transaction
|
|
|
800,000
|
|
|
|
1,200,000
|
|
|
|
17,974
|
|
|
|
1,982,880
|
|
|
|
|
|
|
|
4,000,854
|
|
Termination for Good Reason During a CCPP in connection with a
Non-Cash Transaction
|
|
|
800,000
|
|
|
|
1,200,000
|
|
|
|
17,974
|
|
|
|
|
|
|
|
|
|
|
|
2,017,974
|
|
Cash Transaction No Termination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,982,880
|
|
|
|
|
|
|
|
1,982,880
|
|
Death or disability
|
|
|
400,000
|
|
|
|
600,000
|
|
|
|
11,983
|
|
|
|
1,982,880
|
|
|
|
|
|
|
|
2,994,863
|
|
|
|
|
(1)
|
|
Mr. McVeys employment
agreement provides that (i) if his employment is terminated
outside of a Change in Control Protection Period (as defined
below) for any reason other than his voluntary resignation
without Good Reason or by us for Cause (a Non-Change in
Control Termination), he will receive continued
payment of his base salary for 12 months following
termination, or (ii) if he resigns for Good Reason or his
employment is terminated for any reason other than his
resignation without Good Reason, his death or by us for Cause,
in any case, within three months prior to, or, within
18 months after, a Change in Control (such period a
Change in Control Protection Period or
CCPP and any such termination a
Change in Control Termination), then he will
receive continued payment of his base salary for 24 months
following termination.
|
|
(2)
|
|
Mr. McVeys employment
agreement provides that in the event of a Non-Change in Control
Termination, he will receive an amount equal to his average
annual cash bonus for the three years prior to termination
(payable in 12 equal monthly installments), or two times such
amount in the event of a Change in Control Termination (payable
in 24 equal monthly installments).
|
|
(3)
|
|
Mr. McVeys employment
agreement provides that we will pay the cost of continuation
health coverage for up to 12 months following a Non-Change
in Control Termination or for up to 18 months following a
Change in Control Termination.
|
|
(4)
|
|
Pursuant to the Restricted Stock
Agreement between us and Mr. McVey made as of
January 31, 2006:
|
|
|
|
all unvested restricted
shares will fully vest upon his death or disability;
|
|
|
|
subject to the last
bullet below, 67,500 shares of restricted stock (or, if
less, the entire unvested amount) will fully vest if we
terminate his employment without Cause;
|
|
|
|
in the event of a
Change in Control in which the holders of our Common Stock
receive cash (a Cash Transaction), the
portion of the restricted stock that is exchanged for cash will
immediately vest prior to the Change in Control; and
|
|
|
|
in the event of a
Change in Control in which any other consideration is paid (a
Non-Cash Transaction), the portion of the
restricted stock that is exchanged for such consideration will
immediately vest upon a termination of his employment by us (or
any successor) without Cause following such Change in Control.
|
|
(5)
|
|
Mr. McVeys employment
agreement provides that if any payments or benefits paid or
provided to him would be subject to, or result in, the
imposition of the excise tax imposed by Section 4999 of the
Internal Revenue Code, then the amount of such payments will be
automatically reduced to one dollar less than the amount that
subjects such payment to the excise tax, unless he would, on a
net after-tax basis, receive less compensation than if the
payment were not so reduced.
|
52
Payments
and Benefits for Mr. Millet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
|
|
|
|
|
|
|
|
|
|
Base
|
|
|
|
|
|
Health
|
|
|
Stock
|
|
|
Payment
|
|
|
|
|
|
|
Salary(1)
|
|
|
Bonus(2)
|
|
|
Benefits(3)
|
|
|
Acceleration(4)
|
|
|
Reduction(5)
|
|
|
Total
|
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Termination Without Cause or for Good Reason Outside a CCPP
|
|
|
150,000
|
|
|
|
625,000
|
|
|
|
5,991
|
|
|
|
244,800
|
|
|
|
|
|
|
|
1,025,791
|
|
Termination Without Cause or for Good Reason During a CCPP
|
|
|
150,000
|
|
|
|
625,000
|
|
|
|
11,983
|
|
|
|
734,400
|
|
|
|
|
|
|
|
1,521,383
|
|
Cash or Privatization Transaction No Termination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
734,400
|
|
|
|
|
|
|
|
734,400
|
|
Death/ Disability
|
|
|
150,000
|
|
|
|
625,000
|
|
|
|
5,991
|
|
|
|
734,400
|
|
|
|
|
|
|
|
1,515,391
|
|
|
|
|
(1)
|
|
Mr. Millets employment
agreement provides that if his employment is terminated for any
reason other than his voluntary resignation without Good Reason
or by us for Cause, he will receive continued payment of his
base salary for six months following termination.
|
|
(2)
|
|
Mr. Millets employment
agreement provides that if his employment is terminated for any
reason other than his voluntary resignation without Good Reason
or by us for Cause, he will receive an amount equal to his
average annual cash bonus for up to three years prior to
termination (in either case, payable in 12 equal semi-monthly
installments).
|
|
(3)
|
|
Mr. Millets employment
agreement provides that we will pay the cost of continuation
health coverage for up to six months following a Non-Change in
Control Termination or for up to 12 months following a
Change in Control Termination.
|
|
(4)
|
|
Pursuant to the Restricted Stock
Agreement between us and Mr. Millet made as of
September 13, 2006:
|
|
|
|
all unvested restricted
shares will fully vest upon his death or disability;
|
|
|
|
subject to the last
bullet below, 30,000 shares of restricted stock (or, if
less, the entire unvested amount) will fully vest if we
terminate his employment without Cause or he resigns for Good
Reason;
|
|
|
|
in the event of a Cash
Transaction or a Change in Control following which our Common
Stock is no longer publicly traded (a Cash or
Privatization Transaction), then all unvested
restricted shares will fully vest immediately prior to the
Change in Control; and
|
|
|
|
in the event of any
other Change in Control, then all unvested shares of restricted
stock will vest upon such Change in Control if it occurs during
a Change in Control Protection Period
|
|
(5)
|
|
Mr. Millets employment
agreement provides that if any payments or benefits paid or
provided to him would be subject to, or result in, the
imposition of the excise tax imposed by Section 4999 of the
Internal Revenue Code, then the amount of such payments will be
automatically reduced to one dollar less than the amount that
subjects such payment to the excise tax, unless he would, on a
net after-tax basis, receive less compensation than if the
payment were not so reduced.
|
Payments
and Benefits for Mr. Rucker
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
|
|
|
|
|
|
|
Base
|
|
|
|
|
|
Health
|
|
|
Stock
|
|
|
|
|
|
|
Salary(1)
|
|
|
|
|
|
Benefits(3)
|
|
|
Acceleration
|
|
|
Total
|
|
|
|
($)
|
|
|
Bonus(2)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Termination Without Cause
|
|
|
92,308
|
|
|
|
137,500
|
|
|
|
5,991
|
|
|
|
|
|
|
|
235,779
|
|
Termination Without Cause within 24 months following a
Change in Control
|
|
|
92,308
|
|
|
|
137,500
|
|
|
|
5,991
|
|
|
|
57,120
|
(4)
|
|
|
292,919
|
|
Death/Disability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,560
|
(5)
|
|
|
28,560
|
|
|
|
|
(1)
|
|
In accordance with the Severance
Plan, Mr. Rucker is entitled to 24 weeks of continued
base salary upon a termination of his employment without Cause.
|
|
(2)
|
|
In accordance with the Severance
Plan, Mr. Rucker is entitled to an amount equal to 50% of
his 2007 bonus upon a termination of his employment without
Cause prior to January 15, 2009.
|
|
(3)
|
|
In accordance with the Severance
Plan, Mr. Rucker is entitled to 24 weeks of continued
healthcare coverage upon a termination of his employment without
Cause.
|
|
(4)
|
|
Pursuant to the Restricted Stock
Agreement between us and Mr. Rucker made as of
January 15, 2008, all unvested shares of restricted stock
will fully vest upon a termination of his employment without
Cause that occurs within 24 months following a Change in
Control (as such terms are defined in the Companys 2004
Stock Incentive Plan).
|
|
(5)
|
|
Pursuant to the Restricted Stock
Agreement between us and Mr. Rucker made as of
January 15, 2008, 50% of the unvested shares of restricted
stock will vest upon his death or disability.
|
53
Payments
and Benefits for Mr. Themelis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
|
|
|
|
|
|
|
Base
|
|
|
|
|
|
Health
|
|
|
Stock
|
|
|
|
|
|
|
Salary(1)
|
|
|
|
|
|
Benefits(3)
|
|
|
Acceleration
|
|
|
Total
|
|
|
|
($)
|
|
|
Bonus(2)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
Termination Without Cause
|
|
|
61,538
|
|
|
|
350,000
|
|
|
|
3,994
|
|
|
|
|
|
|
|
415,532
|
|
Termination Without Cause within 24 months following a
Change in Control
|
|
|
61,538
|
|
|
|
350,000
|
|
|
|
3,994
|
|
|
|
110,160
|
(4)
|
|
|
525,692
|
|
Death/Disability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55,080
|
(5)
|
|
|
55,080
|
|
|
|
|
(1)
|
|
In accordance with the Severance
Plan, Mr. Themelis is entitled to 16 weeks of
continued base salary upon a termination of his employment
without Cause.
|
|
(2)
|
|
In accordance with the Severance
Plan, Mr. Themelis is entitled to an amount equal to 50% of
his 2007 bonus upon a termination of his employment without
Cause prior to January 15, 2009.
|
|
(3)
|
|
In accordance with the Severance
Plan, Mr. Themelis is entitled to 16 weeks of
continued healthcare coverage upon a termination of his
employment without Cause.
|
|
(4)
|
|
Pursuant to the Restricted Stock
Agreement between us and Mr. Themelis made as of
January 15, 2008, all unvested shares of restricted stock
will fully vest upon a termination of his employment without
Cause that occurs within 24 months following a Change in
Control (as such terms are defined in the Companys 2004
Stock Incentive Plan).
|
|
(5)
|
|
Pursuant to the Restricted Stock
Agreement between us and Mr. Themelis made as of
January 15, 2008, 50% of the unvested shares of restricted
stock will vest upon his death or disability.
|
Compensation
plans
For information with respect to the securities authorized for
issuance under equity compensation plans, please see the section
captioned Equity Compensation Plan Information in
Item 12 of our Annual Report on
Form 10-K
for the year ended December 31, 2008, which is incorporated
herein by reference and has been delivered to you with this
Proxy Statement.
Compensation
Committee interlocks and insider participation
No member of our Boards Compensation Committee has served
as one of our officers or employees at any time. None of our
executive officers serves as a member of the compensation
committee of any other company that has an executive officer
serving as a member of our Board of Directors. None of our
executive officers serves as a member of the board of directors
of any other company that has an executive officer serving as a
member of our Boards Compensation Committee.
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Our related parties include our directors, director nominees,
executive officers and holders of more than five percent of the
outstanding shares of our Common Stock. Set forth in this
section is information concerning transactions with our related
parties.
Principal
stockholder broker-dealer clients
JPMorgan, one of our broker-dealer clients, owns more than five
percent of the outstanding shares of our Common Stock. See
Security Ownership of Certain Beneficial Owners and
Management. For the year ended December 31, 2008,
$5.9 million, or 6.4% of our total revenues, were generated
by JPMorgan.
We have separate agreements with each of our broker-dealer
clients, including JPMorgan. These agreements govern each such
broker-dealers access to, and activity on, our electronic
trading platform. The term of the agreements is generally three
years, with automatic annual renewal thereafter unless notice to
terminate is given by a party at least 30 days prior to
automatic renewal. Under each agreement, the broker-dealer is
granted a worldwide, non-exclusive and non-transferable license
to use our electronic trading platform. The broker-dealer agrees
to supply us, on a non-exclusive basis, with indicative prices
and quantities of a minimum number of fixed-income instruments
for our inventory pages. We may only provide the pricing
54
and other content provided by a broker-dealer to those of our
institutional investor clients approved by the broker-dealer to
receive such content. Additionally, institutional investors must
be approved by a broker-dealer before being able to engage in
transactions on our platform. These agreements also provide for
the fees and expenses to be paid by the broker-dealers for their
use of our electronic trading platform.
Indemnification
agreements
We have entered into an indemnification agreement with each of
our outside directors. The indemnification agreements and our
certificate of incorporation and bylaws require us to indemnify
our directors and officers to the fullest extent permitted by
Delaware law.
Registration
rights agreement
JPMorgan, along with certain other holders of our Common Stock,
are party to our sixth amended and restated registration rights
agreement. Stockholders who are a party to this agreement are
provided certain rights to demand registration of shares of
Common Stock and to participate in a registration of our Common
Stock that we may decide to do, from time to time. Generally, we
have agreed to pay all expenses of any registration pursuant to
the registration rights agreement, except for underwriters
discounts and commissions.
Robert W.
Trudeau
Mr. Trudeau is a member of TCM VI which is the sole general
partner of TCV VI and a general partner of TCV MF.
Mr. Trudeau and TCM VI share voting and dispositive power
with respect to the shares of Series B Preferred Stock, and
the shares of Common Stock that the Series B Preferred
Stock may be converted into, beneficially owned by the TCV VI
Funds. Mr. Trudeau and TCM VI disclaim beneficial ownership
of any shares held by the TCV VI Funds except to the extent of
their respective pecuniary interests therein. Mr. Trudeau
holds options to purchase 4,225 shares of Common Stock, of
which 2,113 shares are fully vested and exercisable, and
2,111 shares of Common Stock. Mr. Trudeau has the sole
voting and dispositive power over the options, any shares of
Common Stock issuable upon the exercise of the options, and the
shares of Common Stock held directly by him; however, TCM VI
owns 100% of the pecuniary interest in such options, any shares
to be issued upon exercise of such options and the shares of
Common Stock held directly by Mr. Trudeau. In addition, as
more fully discussed under Corporate Governance and
Board Matters Director Compensation,
Mr. Trudeau receives an annual retainer for his service as
a director.
OTHER
MATTERS
Section 16(a)
beneficial ownership reporting compliance
The members of our Board of Directors, our executive officers
and persons who hold more than 10% of our outstanding Common
Stock are subject to the reporting requirements of
Section 16(a) of the Securities Exchange Act of 1934, as
amended, which requires them to file reports with respect to
their ownership of our Common Stock and their transactions in
such Common Stock. Based solely upon a review of (i) the
copies of Section 16(a) reports that MarketAxess has
received from such persons for transactions in our Common Stock
and their Common Stock holdings for the 2008 fiscal year and
(ii) the written representations of such persons that no
annual Form 5 reports were required to be filed by them for
the fiscal year, the Company believes that all reporting
requirements under Section 16(a) for such fiscal year were
met in a timely manner by its directors, executive officers and
beneficial owners of more than 10% of its Common Stock, except
that Mr. Burkhardt filed one late report that covered
transactions on November 21, 2008 with respect to
open-market purchases of shares of Common Stock.
Other
matters
As of the date of this Proxy Statement, the Company knows of no
other matters that will be presented for consideration at the
Annual Meeting. If any other matters properly come before the
Annual Meeting, it is the intention of the persons named in the
enclosed proxy card to vote the shares they represent as such
persons
55
deem advisable. Discretionary authority with respect to such
other matters is granted by the execution of the enclosed proxy
card.
Stockholder
proposals for 2010 Annual Meeting
In order to be considered for inclusion in the Companys
Proxy Statement and proxy card relating to the 2010 Annual
Meeting of Stockholders, any proposal by a stockholder submitted
pursuant to
Rule 14a-8
of the Securities Exchange Act of 1934, as amended, must be
received by the Company at its principal executive offices in
New York, New York, on or before . In addition,
under the Companys bylaws, any proposal for consideration
at the 2010 Annual Meeting of Stockholders submitted by a
stockholder other than pursuant to
Rule 14a-8
will be considered timely if it is received by the Secretary of
the Company at its principal executive offices between the close
of business on and the close of business
on and is otherwise in compliance with the
requirements set forth in the Companys bylaws.
56
Appendix A
MARKETAXESS
HOLDINGS INC.
2009 CODE SECTION 162(m)
EXECUTIVE PERFORMANCE INCENTIVE PLAN
1. Purpose
The purpose of the Plan is to attract, retain and motivate key
employees by providing performance awards to designated key
employees of the Company or its Subsidiaries. The Plan is
effective for calendar years of the Company commencing on or
after January 1, 2009, subject to approval by the
stockholders of the Company in accordance with the laws of the
State of Delaware.
2. Definitions
Unless the context otherwise requires, the words which follow
shall have the following meaning:
(a) Board shall mean the Board of
Directors of the Company.
(b) Change of Control of the
Company shall have the meaning set forth in
Exhibit A hereto.
(c) Code shall mean the Internal
Revenue Code of 1986, as amended and any successor thereto.
(d) Code Section 162(m) shall
mean the exception for performance based compensation under
Section 162(m) of the Code or any successor section and the
Treasury regulations promulgated thereunder.
(e) Code Section 409A shall
mean Section 409A of the Code and the regulations and
guidance promulgated thereunder.
(f) Company shall mean MarketAxess
Holdings Inc. and any successor entity by merger, consolidation
or otherwise.
(g) Committee shall mean the
Compensation Committee of the Board or such other Committee of
the Board that is appointed by the Board to administer the Plan
all of whose members shall satisfy the requirements to be
outside directors, as defined under Code
Section 162(m).
(h) Common Stock means the common
stock, $0.001 par value per share, of the Company.
(i) Participant shall mean an
executive employee of the Company or any Subsidiary selected, in
accordance with Section 4 hereof, to be eligible to receive
a Performance Award in accordance with this Plan.
(j) Performance Award shall mean
the amount paid or payable under Sections 6 hereof.
(k) Performance Goals shall mean
the objective performance goals, criteria, formulas and
standards described in Section 6 hereof.
(l) Performance Period shall mean a
period of not less than one Plan Year (as specified by the
Committee) over which achievement of the Performance Goals is to
be measured.
(m) Plan shall mean the MarketAxess
Holdings Inc. 2009 Code Section 162(m) Executive
Performance Incentive Plan.
(n) Plan Year shall mean a fiscal
year of the Company.
(o) Pro Rata shall mean a portion
of a Performance Award based on the number of days worked during
a Performance Period as compared to the total number of days in
the Performance Period.
(p) Subsidiary shall mean, other
than the Company, (i) any corporation in an unbroken chain
of corporations beginning with the Company which owns stock
possessing fifty percent (50%) or more of
A-1
the total combined voting power of all classes of stock in one
of the other corporations in such chain; (ii) any
corporation or trade or business (including, without limitation,
a partnership or limited liability company) which is controlled
fifty percent (50%) or more (whether by ownership of stock,
assets or an equivalent ownership interest or voting interest)
by the Company or one of its Subsidiaries; or (iii) any
other entity in which the Company or any of its Subsidiaries has
a material equity interest and which is designated as a
Subsidiary by resolution of the Committee.
3. Administration and Interpretation of the Plan
The Plan shall be administered by the Committee. The Committee
shall have the exclusive authority and responsibility to:
(i) interpret the Plan; (ii) approve the designation
of eligible Participants; (iii) set the Performance Goals
and the Performance Period for Performance Awards within the
Plan guidelines; (iv) determine the timing and form of
amounts to be paid out under the Plan and the conditions for
payment thereof; (v) certify attainment of Performance
Goals and other material terms; (vi) reduce Performance
Awards as provided herein; (vii) authorize the payment of
all benefits and expenses of the Plan as they become payable
under the Plan; (viii) adopt, amend and rescind rules and
regulations relating to the Plan; and (ix) make all other
determinations and take all other actions necessary or desirable
for the Plans administration, including, without
limitation, correcting any defect, supplying any omission or
reconciling any inconsistency in the Plan in the manner and to
the extent it shall deem necessary to carry the Plan into
effect, but only to the extent any such action would be
permitted under Code Section 162(m).
Decisions of the Committee shall be made by a majority of its
members. All decisions of the Committee on any question
concerning the selection of Participants and the interpretation
and administration of the Plan shall be final, conclusive and
binding upon all parties. The Committee may rely on information,
and consider recommendations, provided by the Board or the
executive officers of the Company. The Plan is intended to
comply with Code Section 162(m), and all provisions
contained herein shall be limited, construed and interpreted in
a manner to comply therewith.
To the extent permitted by applicable law and not inconsistent
with the Certificate of Incorporation and Bylaws of the Company,
the Company and its Subsidiaries, as applicable, shall indemnify
and hold harmless the Committee against all expense, liability
and loss (including legal fees, judgments, fines, taxes and
penalties, and amounts paid in settlement) reasonably incurred
or suffered in connection with the discharge of their
responsibilities with respect to the Plan, except to the extent
such actions are taken in bad faith or with willful misconduct;
provided that any expense, liability or loss arising due to
actions taken in bad faith or with willful misconduct shall not
be covered under this indemnity. The Company shall also advance
reasonable defense funds to any Committee member having
indemnification rights hereunder, subject to an undertaking to
repay such funds in the event disinterested members of the Board
later determine that indemnity is not due hereunder.
Alternatively, in lieu of advancing defense funds, the Company
may elect to retain counsel on behalf of such individual(s).
This indemnity shall not preclude such further indemnities as
may be available under insurance purchased by the Company or its
affiliates, or as provided by the Company or its affiliates
under any bylaw, agreement, vote of stockholders or directors,
or otherwise, as such indemnities are permitted under applicable
law. Any amounts paid by the Company under such indemnification,
including the advancement of costs and expenses associated with
indemnification, shall be paid or advanced only in a manner and
to the extent that such amounts are exempt from the application
of Code Section 409A in accordance with the provisions of
Treasury
Regulation 1.409A-1(b)(10)
or shall be provided in accordance with Code Section 409A.
4. Eligibility and Participation
(a) For each Performance Period, the Committee shall select
the employees of the Company or its Subsidiaries who are to
participate in the Plan from among the executive employees of
the Company or its Subsidiaries.
(b) No person shall be entitled to any Performance Award
under the Plan for a Performance Period unless the individual is
an employee of the Company or a Subsidiary designated as a
Participant for the Performance Period. The Committee may add to
or delete individuals from the list of designated Participants
at any time
A-2
and from time to time, in its sole discretion, subject to any
limitations required to comply with Code Section 162(m).
5. Individual Target Award
Subject to Section 6.5, for any Participant the Committee
may, in its sole discretion, specify a targeted Performance
Award for a Performance Period (each an Individual Target
Award). An Individual Target Award may be expressed, at
the Committees sole discretion, as a fixed dollar amount,
a percentage of the Participants base pay, as a percentage
of a bonus pool funded by a formula as determined by the
Committee based on achievement of Performance Goals, or an
amount determined pursuant to an objective formula or standard.
The Committees establishment of an Individual Target Award
for a Participant for a Performance Period shall not imply or
require that the same level or any Individual Target Award be
established for the Participant for any subsequent Performance
Period or for or any other Participant for that Performance
Period or any subsequent Performance Period. At the time the
Performance Goals are established (as provided in subsection 6.2
below), the Committee shall prescribe a formula to be used to
determine the maximum and minimum percentages (which may be
greater or less than one-hundred percent (100%), as applicable)
of an Individual Target Award that may be earned or payable
based upon the degree of attainment of the Performance Goals
during the Performance Period. Notwithstanding anything else
herein, unless otherwise specified by the Committee with respect
to an Individual Target Award, the Committee may, in its sole
discretion, elect to pay a Participant an amount that is less
than the Participants Individual Target Award (or attained
percentages thereof) regardless of the degree of attainment of
the Performance Goals; provided that, except as otherwise
specified by the Committee with respect to an Individual Target
Award, no discretion to reduce a Performance Award earned based
on achievement of the applicable Performance Goals shall be
permitted for any Performance Period in which a Change of
Control of the Company occurs, or during such Performance Period
with regard to the prior Performance Periods if the Performance
Awards for the prior Performance Periods have not been made by
the time of the Change of Control of the Company, with regard to
individuals who were Participants at the time of the Change of
Control of the Company.
6. Performance Award Program
6.1 Performance Awards. Subject to the
satisfaction of any conditions on payment imposed by the
Committee pursuant to this Section 6 and Sections 5
and 7 hereof, each Participant shall be eligible to receive a
Performance Award based upon the level of attainment of the
objective Performance Goals established for a Performance Period
pursuant to Section 6.2. A Performance Award may be a
percentage of a Participants Individual Target Award, if
any, for such Performance Period (or, subject to the last
sentence of Section 5, such lesser amount as determined by
the Committee in its sole discretion) based upon the attainment
of the objective Performance Goals established pursuant to
subsection 6.2 and any formula or standard established pursuant
to Section 5. Except as specifically provided in
Sections 5 or 7, no Performance Award shall be made to a
Participant for a Performance Period unless the minimum
Performance Goals for such Performance Period are attained.
6.2 Objective Performance Goals, Formulae or
Standards. The Committee in its sole discretion
shall establish the objective performance goals, criteria,
formulae or standards and the Individual Target Award (if any,
and any maximum and minimum percentages thereof in accordance
with Section 5) applicable to each Participant or
class of Participants for a Performance Period in writing prior
to the beginning of such Performance Period or at such later
date as permitted under Code Section 162(m) and while the
outcome of the Performance Goals are substantially uncertain.
Such Performance Goals may incorporate, if and only to the
extent permitted under Code Section 162(m), provisions for
disregarding (or adjusting for) changes in accounting methods,
corporate transactions (including, without limitation,
dispositions and acquisitions) and other similar type events or
circumstances. To the extent any such provision would create
impermissible discretion under Code Section 162(m) or
otherwise violate Code Section 162(m) with respect to any
Participant who is a covered employee as defined
under Code Section 162(m), such provision shall be of no
force or effect with respect to such Participant. The
Performance Goals shall be based on one or more of the following
criteria: (i) enterprise value or value creation targets of
the Company (or any subsidiary, division or other operational
unit of the Company); (ii) after-tax or pre-tax profits or
operating income of the Company
A-3
including without limitation that attributable to continuing
and/or other
operations of the Company (or in either case a subsidiary,
division, or other operational unit of the Company);
(iii) cash flow(s) (including either operating or net cash
flows) of the Company (or a subsidiary, division, or other
operational unit of the Company); (iv) levels of the
Companys bank debt or other long-term or short-term public
or private debt or other similar financial obligations of the
Company (which may be calculated net of cash balances
and/or other
offsets and adjustments as may be established by the Committee);
(v) earnings either in aggregate or on a per share basis,
or earnings per share from continuing operations of the Company,
or its subsidiary, division or other operational unit;
(vi) net sales, revenues, net income or earnings before
income tax or other exclusions of the Company (or its
subsidiary, division, or other operational unit);
(vii) return on any of the following: capital employed,
invested capital, assets, or net assets of the Company (or its
subsidiary, division or other operational unit);
(viii) after-tax or pre-tax return on stockholder equity of
the Company (or its subsidiary, division or other operational
unit); (ix) total shareholder return, share price, or share
price appreciation of the Companys Common Stock;
(x) reduction of fixed costs, losses, loss ratios, or
expense ratios; (xi) productivity improvements; or
(xii) satisfaction of business expansion goals or goals
relating to a transaction that results in the sale of all or
substantially all of the stock or assets of the Company.
In addition, the Performance Goals may be based upon the
attainment of specified levels of Company (or subsidiary,
division or other operational unit of the Company) performance
under one or more of the measures described above relative to
the performance of other corporations. To the extent permitted
under Code Section 162(m), but only to the extent permitted
under Code Section 162(m) (including, without limitation,
compliance with any requirements for stockholder approval), the
Committee may: (i) designate additional business criteria
on which the Performance Goals may be based, or
(ii) adjust, modify or amend the aforementioned business
criteria.
6.3 Gaap. Except as otherwise provided
herein, the measures used in Performance Goals set under the
Plan shall be determined in accordance with generally accepted
accounting principles (GAAP) and in a manner
consistent with the methods used in the Companys regular
reports on
Forms 10-K
and 10-Q.
6.4 Deviations from Gaap. To the extent
any objective Performance Goals are expressed using any measures
that require deviations from GAAP, such deviations shall be at
the discretion of the Committee as exercised at the time the
Performance Goals are set.
6.5 Maximum Performance Award. The
maximum Performance Award payable to a Participant with respect
to any one (1) Plan Year in a Performance Period shall not
exceed $5,000,000. For any Performance Period of more than one
(1) Plan Year the maximum Performance Award limit shall be
increased on a pro rata basis.
6.6 Payment Date; Committee
Certification. Except as set forth is
Section 7, Performance Awards will be paid in the calendar
year after the calendar year in which the Performance Period in
which they are earned is completed, as soon as administratively
feasible in such following calendar year but not before the
Committee certifies in writing that the Performance Goals
specified pursuant to Section 6.2 (except to the extent
permitted under Code Section 162(m) and as otherwise
provided in Section 7 with regard to death, disability, or
Change of Control of the Company) were, in fact, satisfied,
except as may otherwise be agreed by a Participant and the
Company in a written agreement executed prior to the beginning
of the Performance Period to which the Performance Award relates
or in accordance with any deferred compensation program, if any,
in effect applicable to such Participant. The Committee shall
use its reasonable business efforts to make a determination with
regard to satisfaction of the Performance Goals within two and
one-half
(21/2)
months after the end of each Performance Period. Any Performance
Award deferred by a Participant in accordance with the terms and
conditions established by the Committee shall not increase
(between the date on which the Performance Award is credited to
any deferred compensation program applicable to such Participant
and the payment date) by an amount that would result in such
deferral being deemed as an increase in the amount of
compensation under Code Section 162(m). The Committee
may provide prior to the beginning of the Performance Period
that payment of any Performance Award shall be deferred and may
place such additional conditions on payment thereof as it shall
determine in its sole discretion. The Participant shall have no
right to receive payment of any deferred amount until the
Participant has a right to receive such amount under the
A-4
terms of the applicable deferred compensation program. To the
extent applicable, any deferral under this Section 6.6
shall be made in a manner intended to comply with the applicable
requirements of Code Section 409A.
6.7 Change of Control. In the event of a
Change of Control of the Company, any unpaid portion of any
Performance Award that has been earned and certified, but is
being deferred by the Committee in accordance with
Section 6.6 shall immediately fully vest and shall be paid
to the Participant within 90 days following the date of the
consummation of the Change of Control of the Company.
6.8 Form of Payment. In the sole
discretion of the Committee, Performance Awards may be paid at
the time payment is otherwise due hereunder in whole or in part
in cash or Common Stock, provided that any Common Stock shall be
used only if payment of such Common Stock is a permitted award
under another plan maintained by the Company which was approved
by the shareholders of the Company.
7. Partial Awards
7.1 Except as set forth in this Section 7, no
Performance Award shall be made to any Participant who is not an
active employee of the Company or one of its Subsidiaries or
affiliates on the date the Performance Award is payable to the
Participant. The Committee, in its sole and absolute discretion,
may, but is not required to (except as provided below or in the
terms of a Performance Award): (i) make a full, Pro Rata or
other award (but not in excess of the maximum achievable
Performance Award for the Participant for such Performance
Period) to a Participant for a Performance Period, with or
without regard to actual achievement of the Performance Goals
established for the Performance Period, as the Committee deems
appropriate in the event of the Participants termination
of employment due to death or disability during such Performance
Period, or (ii) make a full or Pro Rata Performance Award
to a Participant for a Performance Period based on actual
achievement of the Performance Goals established for the
Performance Period in the event the Participants
employment is terminated by the Company or Subsidiary, as
applicable, without Cause or the Participant resigns for Good
Reason during such Performance Period. The term
Cause shall have the meaning assigned to such term
in the MarketAxess Holdings Inc. 2004 Stock Incentive Plan
(amended and restated effective April 28, 2006), as amended
from time to time, or any successor plan thereto maintained by
the Company that is approved by the shareholders of the Company.
The term Good Reason shall have the meaning assigned
to such term (or words or a concept of like import) in an
individual employment agreement or similar agreement in effect
between the Company or a Subsidiary and the Participant at the
time of the grant of the Performance Award. Notwithstanding
anything herein to the contrary, unless otherwise determined by
the Committee in its sole and absolute discretion, if the
Participant does not have an individual employment agreement or
similar agreement or such term (or words or a concept of like
import) is not defined therein, the Participant shall not have
the right to a pro rated portion of the Participants
Performance Award for a Performance Period upon any voluntary
termination by the Participant during the Performance Period.
7.2 In the event that a Change of Control of the Company is
consummated during a Performance Period, the Committee shall be
required to make at least a Pro Rata Performance Award based on
actual achievement of the Performance Goals established for the
Performance Period, and pro rated for the portion of the
Performance Period completed through the Change of Control of
the Company, to each Participant who is a Participant at the
time of such Change of Control of the Company. Furthermore, in
the event that a Change of Control of the Company is consummated
during a Performance Period the Committee may, in its sole and
absolute discretion, but is not required to (except as provided
in the terms of a Performance Award), make a Performance Award
to a Participant who is a Participant at the time of such Change
of Control of the Company that is greater than the Performance
Award set forth in the prior sentence, but not in excess of the
maximum achievable Performance Award for the Participant for
such Performance Period, with or without regard to actual
achievement of the Performance Goals established for the
Performance Period, as the Committee deems appropriate in the
event of a Change of Control of the Company that is consummated
during such Performance Period.
7.3 Except as otherwise provided in the terms of a
Performance Award, (i) any Performance Awards made under
this Section 7 that are not based on actual achievement of
the Performance Goals established for the Performance Period
shall be paid within 90 days following the date of the
event under this Section 7 for
A-5
which such Performance Award is made and (ii) any
Performance Awards made under this Section 7 based on
actual achievement of the Performance Goals established for the
Performance Period shall be paid when such Performance Award
would have otherwise been paid in accordance with
Section 6.6.
8. Non-Assignability
No Performance Award under the Plan or payment thereof nor any
right or benefit under the Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance,
garnishment, execution or levy of any kind or charge, and any
attempt to anticipate, alienate, sell, assign, pledge, encumber
and to the extent permitted by applicable law, charge, garnish,
execute upon or levy upon the same shall be void and shall not
be recognized or given effect by the Company.
9. No Right to Employment
Nothing in the Plan or in any notice of award pursuant to the
Plan shall confer upon any person the right to continue in the
employment of the Company or one of its Subsidiaries or
affiliates nor affect the right of the Company or any of its
Subsidiaries or affiliates to terminate the employment of any
Participant.
10. Amendment or Termination
While the Company hopes to continue the Plan indefinitely, it
reserves the right in its Board (or a duly authorized committee
thereof) to amend, suspend or terminate the Plan or to adopt a
new plan in place of the Plan at any time; provided, that no
such amendment shall, without the prior approval of the
stockholders of the Company in accordance with the laws of the
State of Delaware to the extent required under Code
Section 162(m): (i) alter the Performance Goals as set
forth in Section 6.2; (ii) change the class of
eligible employees set forth in Section 4(a); or
(iii) implement any change to a provision of the Plan
requiring stockholder approval in order for the Plan to comply
with the requirements of Code Section 162(m). Furthermore,
no amendment, suspension or termination shall, without the
consent of the Participant, alter or impair a Participants
right to receive payment of a Performance Award for a
Performance Period otherwise payable hereunder.
11. Severability
In the event that any one or more of the provisions contained in
the Plan shall, for any reason, be held to be invalid, illegal
or unenforceable, in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of the
Plan and the Plan shall be construed as if such invalid, illegal
or unenforceable provisions had never been contained therein.
12. Withholding
The Company shall have the right to make such provisions as it
deems necessary or appropriate to satisfy any obligations it may
have to withhold federal, state or local income or other taxes
incurred by reason of payments pursuant to the Plan.
13. Code Section 409A
Although the Company makes no guarantee with respect to the tax
treatment of payments hereunder, the Plan is intended to comply
with, or be exempt from, Code Section 409A and to the
maximum extent permitted the Plan shall be limited, construed
and interpreted in accordance with such intent.
14. Governing Law
The Plan and any amendments thereto shall be construed,
administered, and governed in all respects in accordance with
the laws of the State of Delaware (regardless of the law that
might otherwise govern under applicable principles of conflict
of laws).
A-6
EXHIBIT A
Change of Control of the Company shall mean that one (1) of
the following have occurred:
(i) any person as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934 (the Exchange Act) (other than the Company, any
trustee or other fiduciary holding securities under any employee
benefit plan of the Company, or any company owned, directly or
indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of Common Stock), is or
becomes the beneficial owner (as defined in
Rule 13d-3
under the Exchange Act), directly or indirectly, of securities
of the Company representing fifty percent (50%) or more of the
combined voting power of the Companys then outstanding
securities;
(ii) during any period of twelve (12) consecutive
months individuals who at the beginning of such period
constitute the Board, and any new director (other than a
director designated by a person who has entered into an
agreement with the Company to effect a transaction described in
paragraph (i), (iii), or (iv) of this
Exhibit A) whose election by the Board or nomination
for election by the Companys stockholders was approved by
a vote of at least a majority of the directors then still in
office who either were directors at the beginning of the twelve
month period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at
least a majority of the Board;
(iii) a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity) more than fifty percent
(50%) of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately
after such merger or consolidation; provided, however, that a
merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no person
(other than those covered by the exceptions in (1) above)
acquires more than fifty percent (50%) of the combined voting
power of the Companys then outstanding securities shall
not constitute a Change of Control of the Company; or
(iv) the consummation of the sale or disposition by the
Company of all or substantially all of the Companys assets
other than (x) the sale or disposition of all or
substantially all of the assets of the Company to a person or
persons who beneficially own, directly or indirectly, at least
fifty percent (50%) or more of the combined voting power of the
outstanding voting securities of the Company at the time of the
sale or (y) pursuant to a spinoff type transaction,
directly or indirectly, of such assets to the stockholders of
the Company.
Notwithstanding anything herein to the contrary, an event shall
not be deemed to be a Change of Control of the Company with
respect to any Performance Award under this Plan that
constitutes non-qualified deferred compensation
pursuant to Code Section 409A unless such event constitutes
a change in control event within the meaning of Code
Section 409A.
A-7
Appendix
B
MARKETAXESS
HOLDINGS INC.
and
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
as Rights Agent
STOCKHOLDERS
RIGHTS AGREEMENT
Dated as of
June 2, 2008
TABLE OF
CONTENTS
|
|
|
|
|
|
|
Section
|
|
|
|
Page
|
|
|
Section 1.
|
|
Certain Definitions
|
|
|
1
|
|
Section 2.
|
|
Appointment of Rights Agent
|
|
|
7
|
|
Section 3.
|
|
Issue of Rights Certificates
|
|
|
7
|
|
Section 4.
|
|
Form of Rights Certificate
|
|
|
9
|
|
Section 5.
|
|
Countersignature and Registration
|
|
|
9
|
|
Section 6.
|
|
Transfer, Split Up, Combination, and Exchange of Rights
Certificates; Mutilated, Destroyed, Lost, or Stolen Rights
Certificates
|
|
|
10
|
|
Section 7.
|
|
Exercise of Rights; Purchase Price; Expiration Date of Rights
|
|
|
10
|
|
Section 8.
|
|
Cancellation and Destruction of Rights Certificates
|
|
|
12
|
|
Section 9.
|
|
Reservation and Availability of Capital Stock
|
|
|
12
|
|
Section 10.
|
|
Series A Preferred Stock Record Date
|
|
|
13
|
|
Section 11.
|
|
Adjustment of Purchase Price, Number and Kind of Shares or
Number of Rights
|
|
|
14
|
|
Section 12.
|
|
Certificate of Adjusted Purchase Price or Number of Shares
|
|
|
19
|
|
Section 13.
|
|
Consolidation, Merger or Sale or Transfer of Assets or Earning
Power
|
|
|
20
|
|
Section 14.
|
|
Fractional Rights; Fractional Shares; Waiver
|
|
|
22
|
|
Section 15.
|
|
Rights of Action
|
|
|
23
|
|
Section 16.
|
|
Agreement of Rights Holders
|
|
|
23
|
|
Section 17.
|
|
Rights Certificate Holder Not Deemed a Stockholder
|
|
|
24
|
|
Section 18.
|
|
Concerning the Rights Agent
|
|
|
24
|
|
Section 19.
|
|
Merger or Consolidation or Change of Name of Rights Agent
|
|
|
24
|
|
Section 20.
|
|
Duties of Rights Agent
|
|
|
25
|
|
Section 21.
|
|
Change of Rights Agent
|
|
|
26
|
|
Section 22.
|
|
Issuance of New Rights Certificates
|
|
|
27
|
|
Section 23.
|
|
Redemption and Termination
|
|
|
27
|
|
Section 24.
|
|
Exchange
|
|
|
29
|
|
Section 25.
|
|
Notice of Certain Events
|
|
|
29
|
|
Section 26.
|
|
Notices
|
|
|
30
|
|
Section 27.
|
|
Supplements and Amendments
|
|
|
30
|
|
Section 28.
|
|
Successors
|
|
|
31
|
|
Section 29.
|
|
Determinations and Actions by the Board of Directors
|
|
|
31
|
|
Section 30.
|
|
Benefits of this Agreement
|
|
|
31
|
|
Section 31.
|
|
Severability
|
|
|
31
|
|
Section 32.
|
|
Governing Law
|
|
|
31
|
|
Section 33.
|
|
Counterparts
|
|
|
31
|
|
Section 34.
|
|
Descriptive Headings
|
|
|
31
|
|
B-i
This STOCKHOLDERS RIGHTS AGREEMENT, dated as of June 2,
2008 (the Effective Date) by and between
MarketAxess Holdings Inc., a Delaware corporation (the
Company), and American Stock
Transfer & Trust Company, LLC a New York limited
liability trust company (the Rights Agent).
WHEREAS, effective June 2, 2008 (the Rights
Dividend Declaration Date), the Board of Directors of
the Company authorized and declared a distribution of one right
for each share of common stock, par value $0.003 per share, of
the Company (the Common Stock) and each share
of nonvoting common stock, par value $0.003 per share, of the
Company (the Nonvoting Common Stock)
outstanding at the Close of Business (as such term is defined
herein) on June 20, 2008 (the Record
Date), and has authorized the issuance of one such
right (as such number may hereafter be adjusted pursuant hereto)
for each Common Share that shall become outstanding (whether
originally issued or delivered from the Companys treasury)
between the Record Date and, except as otherwise provided in
Section 22 herein, the Distribution Date, each such right
initially representing the right to purchase, upon the terms and
subject to the conditions hereinafter set forth, one Unit of
Series A Preferred Stock (each a Right
and together with all other such rights distributed or issued
pursuant hereto, the Rights).
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain
Definitions. For purposes of this Agreement,
the following terms have the meanings indicated:
(a) Acquiring Person shall mean
any Person who or which, together with all Affiliates and
Associates of such Person, shall be the Beneficial Owner of
shares of Voting Stock representing 20% or more of the total
Voting Power of the aggregate of all shares of Voting Stock then
outstanding, but shall not include the Company, any Subsidiary
of the Company, any employee benefit plan of the Company or any
Subsidiary of the Company, or any trustee or fiduciary holding
Voting Stock for, or pursuant to the terms of, any such plan,
acting in such capacity. Notwithstanding the foregoing:
(i) No Person shall become an Acquiring Person
as the result of an acquisition of Voting Stock by the Company,
which, by reducing the number of shares of Voting Stock
outstanding, increases the proportionate percentage of the total
Voting Power represented by all shares of Voting Stock
Beneficially Owned by such Person, together with all Affiliates
and Associates of such Person, to 20% or more of the total
Voting Power of the aggregate of all shares of Voting Stock then
outstanding; provided, however, that if a Person,
together with all Affiliates and Associates of such Person,
shall become the Beneficial Owner of shares of Voting Stock
representing 20% or more of total Voting Power of the aggregate
of all shares of Voting Stock then outstanding by reason of
share purchases by the Company and shall, after such share
purchases by the Company, become the Beneficial Owner of any
additional shares of Voting Stock (other than shares issued by
the Company as a dividend or distribution made pro rata to all
holders of Common Shares), then, subject to
Section 1(a)(ii), such Person shall be deemed to be an
Acquiring Person;
(ii) If the Board of Directors determines in good faith
that a Person who would otherwise be an Acquiring
Person, as defined pursuant to this Section 1(a), has
become such inadvertently, and such Person divests as promptly
as practicable a sufficient number of shares of Voting Stock so
that such Person would no longer be an Acquiring
Person, as defined pursuant to this Section 1(a),
then such Person shall not be deemed to be an Acquiring
Person for any purposes of this Agreement; and
(iii) If a Person would otherwise be deemed an
Acquiring Person upon the adoption of this
Agreement, such Person (herein referred to as a
Grandfathered Stockholder) will not be deemed
an Acquiring Person for purposes of this Agreement
unless and until, subject to Section 1(a)(ii), such
Grandfathered Stockholder, or any Affiliate or Associate of such
Grandfathered Stockholder, acquires Beneficial Ownership of
additional shares of Voting Stock after adoption of this
Agreement in excess of one percent (1%) of the number of shares
of Common Stock outstanding as of the Rights
Dividend Declaration Date, in which case, such Person shall no
longer be deemed a Grandfathered Stockholder and shall be deemed
an Acquiring Person; and
(iv) TCV shall not be an Acquiring Person
pursuant to this Section 1(a) for so long as TCV shall be
the Beneficial Owner of shares of Voting Stock and Nonvoting
Common Stock representing, in the aggregate, less than 19.9% of
the sum of (x) the total Voting Power of the aggregate of
all shares of Voting Stock then outstanding, plus (y) the
total Voting Power of the aggregate of all shares of Voting
Stock into which all outstanding shares of Nonvoting Common
Stock are then convertible, plus (z) the total Voting Power
of the aggregate of all shares of Voting Stock issuable upon
exercise of warrants to purchase Common Stock issued by the
Company to TCV.
(b) Affiliate and
Associate shall have the respective
meanings ascribed to such terms in
Rule 12b-2
of the Exchange Act Regulations, as in effect on the date of
this Agreement; provided, however, that no
director or officer of the Company shall be deemed an Affiliate
or Associate of any other director or officer of the Company
solely as a result of his or her being a director or officer of
the Company.
(c) A Person shall be deemed the Beneficial
Owner of and shall be deemed to
Beneficially Own and to have
Beneficial Ownership of any securities:
(i) that such Person or any of such Persons
Affiliates or Associates beneficially owns, directly or
indirectly (as determined pursuant to
Rule 13d-3
of the Exchange Act Regulations as in effect on the date of this
Agreement); provided, however, that a Person shall
not be deemed the Beneficial Owner of, or to Beneficially Own or
to have Beneficial Ownership of, any security if the agreement,
arrangement, or understanding to vote such security that would
otherwise render such Person the Beneficial Owner of such
security (1) arises solely from a revocable proxy or
consent given to such Person in response to a public proxy or
consent solicitation made pursuant to, and in accordance with,
the applicable provisions of the Exchange Act and the Exchange
Act Regulations, and (2) is not also then reportable on
Schedule 13D under the Exchange Act (or any comparable or
successor report);
(ii) that such Person or any of such Persons
Affiliates or Associates has (A) the right to acquire
(whether such right is exercisable immediately or only after the
passage of time) pursuant to any agreement, arrangement, or
understanding, whether or not in writing (other than customary
agreements with and between underwriters and selling group
members with respect to a bona fide public offering of
securities), or upon the exercise of conversion rights, exchange
rights, rights (other than these Rights), warrants, or options,
or otherwise; provided, however, that a Person
shall not be deemed the Beneficial Owner of, or to Beneficially
Own or to have Beneficial Ownership of securities tendered
pursuant to a tender or exchange offer made in accordance with
the Exchange Act Regulations by or on behalf of such Person or
any of such Persons Affiliates or Associates until such
tendered securities are accepted for purchase or exchange; or
(B) the right to vote pursuant to any agreement,
arrangement, or understanding (except to the extent contemplated
by the proviso to subparagraph (i) of this paragraph
(c)); or
(iii) that are Beneficially Owned, directly or indirectly,
by any other Person (or any Affiliate or Associate of such
Person) with which such Person (or any of such Persons
Affiliates or Associates) has any agreement, arrangement, or
understanding, whether or not in writing (other than customary
agreements with and between underwriters and selling group
members with respect to a bona fide public offering of
securities) for the purpose of acquiring, holding, voting
(except to the extent contemplated by the proviso to
subparagraph (i) of this paragraph (c)), or disposing of
any such securities.
Notwithstanding anything in this definition of Beneficial
Ownership to the contrary, the phrase then
outstanding, when used with reference to a Persons
Beneficial Ownership of securities of the Company, shall mean
the number of such securities then issued and outstanding
together with the number of such
B-2
securities not then actually issued and outstanding that such
Person would be deemed to Beneficially Own hereunder.
(d) Board of Directors shall mean
the Board of Directors of the Company or any duly authorized
committee thereof.
(e) Business Day shall mean any
day other than a Saturday, Sunday, or a day on which banking
institutions in New York City, New York are authorized or
obligated by law or executive order to close.
(f) Certificate of Incorporation
shall mean the Amended and Restated Certificate of Incorporation
of the Company, as amended, as filed with the Office of the
Secretary of State of the State of Delaware, together with the
Certificate of Designation of the Series A Preferred Stock
of the Company adopted contemporaneously with the approval of
this Agreement, as the same may hereafter be amended or restated.
(g) Close of Business on any
given date shall mean 5:00 P.M., New York City time, on
such date; provided, however, that if such date is
not a Business Day, it shall mean 5:00 P.M., New York City
time, on the next succeeding Business Day.
(h) Common Shares shall mean,
collectively, shares of Common Stock and Nonvoting Common Stock.
(i) Common Stock shall have the
meaning set forth in the Preamble to this Agreement.
(j) Common Equity Interest when
used with reference to any Person other than the Company shall
mean the class or series of capital stock (or equity interest)
with the greatest voting power (in relation to any other classes
or series of capital stock (or equity interest)) of such other
Person.
(k) Definitive Acquisition
Agreement shall mean any agreement entered into by
the Company that is conditioned on the approval by the holders
of not less than a majority of the outstanding shares of Common
Stock at a meeting of stockholders with respect to (i) a
merger, consolidation, recapitalization, reorganization, share
exchange, business combination or similar transaction involving
the Company or (ii) the acquisition in any manner, directly
or indirectly, of more than 50% of the consolidated total assets
(including, without limitation, equity securities of its
subsidiaries) of the Company.
(l) Distribution Date shall have
the meaning set forth in Section 3(a).
(m) Equivalent Preferred Stock
shall have the meaning set forth in Section 11(b).
(n) Exchange Act shall mean the
Securities Exchange Act of 1934, as amended.
(o) Exchange Act Regulations
shall mean the General Rules and Regulations under the Exchange
Act.
(p) Expiration Date has the
meaning set forth in Section 7(a).
(q) Final Expiration Date has the
meaning set forth in Section 7(a).
(r) Grandfathered Stockholder has
the meaning set forth in Section 1(a)(iii).
(s) Nonvoting Common Stock shall
have the meaning set forth in the Preamble to this Agreement.
(t) Outside Meeting Date has the
meaning set forth in Section 23(b).
(u) Person shall mean any
individual, partnership (general or limited), limited liability
company, firm, corporation, association, trust, unincorporated
organization, or other entity, as well as any syndicate or group
deemed to be a Person under Section 14(d)(2) of the
Exchange Act.
(v) Principal Party shall have
the meaning set forth in Section 13(b).
(w) Purchase Price shall have the
meaning set forth in Section 7(b).
B-3
(x) Qualified Offer shall mean an
offer determined by a majority of the Independent Directors to
have each of the following characteristics:
(i) a fully-financed, all-cash tender offer, or an exchange
offer offering shares of common stock of the offeror, or a
combination thereof, in each such case for all of the
outstanding shares of Common Stock at the same per-share
consideration;
(ii) an offer that has commenced within the meaning of
Rule 14d-2(a)
under the Exchange Act;
(iii) an offer whose per-share offer price is greater than
the highest reported market price for the Common Stock in the
immediately preceding 24 months, with, in the case of an
offer that includes shares of common stock of the offeror, such
per-share offer price being determined using the lowest reported
market price for common stock of the offeror during the five
trading days immediately preceding and the five trading days
immediately following the commencement of such offer within the
meaning of
Rule 14d-2(a)
under the Exchange Act;
(iv) an offer that, within twenty Business Days after the
commencement date of the offer (or within ten Business Days
after any increase in the offer consideration), does not result
in a nationally recognized investment banking firm retained by
the Board of Directors of the Company rendering an opinion to
the Board of Directors of the Company that the consideration
being offered to the stockholders of the Company is either
unfair or inadequate;
(v) if the offer includes shares of common stock of the
offeror, an offer pursuant to which (A) the offeror shall
permit representatives of the Company (including a
nationally-recognized investment banking firm retained by the
Board of Directors of the Company and legal counsel and an
accounting firm designated by the Company) to have access to
such offerors books, records, management, accountants and
other appropriate outside advisors for the purposes of
permitting such representatives to conduct a due diligence
review of the offeror in order to permit the Board of Directors
of the Company to evaluate the offer and make an informed
decision and, if requested by the Board of Directors of the
Company, to permit such investment banking firm (relying as
appropriate on the advice of such legal counsel) to be able to
render an opinion to the Board of Directors of the Company with
respect to whether the consideration being offered to the
stockholders of the Company is fair from a financial point of
view and (B) within ten Business Days after such
representatives of the Company (including a
nationally-recognized investment banking firm retained by the
Board of Directors of the Company and legal counsel and an
accounting firm designated by the Company) shall have notified
the Company and the offeror that it had completed such due
diligence review to its satisfaction (or, following completion
of such due diligence review, within ten Business Days after any
increase in the consideration being offered), such investment
banking firm does not render an opinion to the Board of
Directors of the Company that the consideration being offered to
the stockholders of the Company is either unfair or inadequate
and such investment banking firm does not, after the expiration
of such ten Business Day period, render an opinion to the Board
of Directors of the Company that the consideration being offered
to the stockholders of the Company has become either unfair or
inadequate based on a subsequent disclosure or discovery of a
development or developments that have had or are reasonably
likely to have a material adverse effect on the value of the
common stock of the offeror;
(vi) an offer that is subject to only the minimum tender
condition described below in Section 1(v)(ix) and other
customary terms and conditions, which conditions shall not
include any financing, funding or similar conditions or any
requirements with respect to the offeror or its agents being
permitted any due diligence with respect to the books, records,
management, accountants or other outside advisors of the Company;
(vii) an offer pursuant to which the Company has received
an irrevocable written commitment of the offeror that the offer
will remain open for at least 120 Business Days and, if a
Special Meeting is duly requested in accordance with
Section 23(b), for at least fifteen Business Days after the
date of the Special Meeting or, if no Special Meeting is held
within ninety Business Days
B-4
following receipt of the Special Meeting Notice in accordance
with Section 23(b), for at least fifteen Business Days
following such ninety Business Day period;
(viii) an offer pursuant to which the Company has received
an irrevocable written commitment of the offeror that, in
addition to the minimum time periods specified above in
Section 1(v)(vii), the offer, if it is otherwise to expire
prior thereto, will be extended for at least twenty Business
Days after any increase in the consideration being offered or
after any bona fide alternative offer is commenced within the
meaning of
Rule 14d-2(a)
under the Exchange Act; provided, however, that
such offer need not remain open, as a result of
Section 1(v)(vii) and this Section 1(v)(viii), beyond
(A) the time that any other offer satisfying the criteria
for a Qualified Offer is then required to be kept open under
such Section 1(v)(vii) and this Section 1(v)(viii) or
(B) the expiration date, as such date may be extended by
public announcement (with prompt written notice to the Rights
Agent) in compliance with Rule 14e 1 under the
Exchange Act, of any other tender offer for the Common Stock
with respect to which the Board of Directors of the Company has
agreed to redeem the Rights immediately prior to acceptance for
payment of Common Stock thereunder (unless such other offer is
terminated prior to its expiration without any Common Stock
having been purchased thereunder) or (C) one Business Day
after the stockholder vote with respect to approval of any
Definitive Acquisition Agreement has been officially determined
and certified by the inspectors of elections;
(ix) an offer that is conditioned on a minimum of at least
two-thirds of the outstanding shares of the Common Stock not
held by the Person making such offer (and such Persons
Affiliates and Associates) being tendered and not withdrawn as
of the offers expiration date, which condition shall not
be waivable;
(x) an offer pursuant to which the Company has received an
irrevocable written commitment of the offeror to consummate, as
promptly as practicable upon successful completion of the offer,
a second step transaction whereby all shares of the Common Stock
not tendered into the offer will be acquired at the same
consideration per share actually paid pursuant to the offer,
subject to stockholders statutory appraisal rights, if any;
(xi) an offer pursuant to which the Company and its
stockholders have received an irrevocable written commitment of
the offeror that no amendments will be made to the offer to
reduce the consideration being offered or to otherwise change
the terms of the offer in a way that is adverse to a tendering
stockholder;
(xii) an offer (other than an offer consisting solely of
cash consideration) pursuant to which the Company has received
the written representation and certification of the offeror and,
in their individual capacities, the written representations and
certifications of the offerors Chief Executive Officer and
Chief Financial Officer, that (A) all facts about the
offeror that would be material to making an investors
decision to accept the offer have been fully and accurately
disclosed as of the date of the commencement of the offer within
the meaning of
Rule 14d-2(a)
under the Exchange Act, (B) all such new facts will be
fully and accurately disclosed on a prompt basis during the
entire period during which the offer remains open, and
(C) all required Exchange Act reports will be filed by the
offeror in a timely manner during such period; and
(xiii) if the offer includes non-cash consideration,
(A) the non-cash portion of the consideration offered must
consist solely of common stock of a Person that is a
publicly-owned United States corporation, (B) such common
stock must be freely tradable and listed or admitted to trading
on either the New York Stock Exchange or NASDAQ, (C) no
stockholder approval of the issuer of such common stock is
required to issue such common stock, or, if such approval
required, such approval has already been obtained, (D) no
Person (including such Persons Affiliates and Associates)
beneficially owns more than 15% of the voting stock of the
issuer of such common stock at the time of commencement of the
offer or at any time during the term of the offer, (E) no
other class of voting stock of the issuer of such common stock
is outstanding and (F) the issuer of such common stock
meets the registrant eligibility requirements for use of
Form S-3
for registering securities under
B-5
the Securities Act, including the filing of all required
Exchange Act reports in a timely manner during the twelve
calendar months prior to the date of commencement of such offer.
For the purposes of this definition of Qualified
Offer, fully financed shall mean
that the offeror has sufficient funds for the offer and related
expenses which shall be evidenced by (1) firm, unqualified,
written commitments from responsible financial institutions
having the necessary financial capacity, accepted by the
offeror, to provide funds for such offer subject only to
customary terms and conditions, (2) cash or cash
equivalents then available to the offeror, set apart and
maintained solely for the purpose of funding the offer with an
irrevocable written commitment being provided by the offeror to
the Board of Directors of the Company to maintain such
availability until the offer is consummated or withdrawn or
(3) a combination of the foregoing; which evidence has been
provided to the Company prior to, or upon, commencement of the
offer. If an offer becomes a Qualified Offer in accordance with
this definition, but subsequently ceases to be a Qualified Offer
as a result of the failure at a later date to continue to
satisfy any of the requirements of this definition, such offer
shall cease to be a Qualified Offer and the provisions of
Section 23(b) shall no longer be applicable to such offer,
provided that the actual redemption of the Rights pursuant to
Section 23(b) shall not have already occurred.
(y) Record Date shall have the
meaning set forth in the Preamble to this Agreement.
(z) Redemption Price shall
have the meaning set forth in Section 23(a).
(aa) Redemption Resolution
shall have the meaning set forth in Section 23(b).
(bb) Right and
Rights shall have the meaning set
forth in the Preamble to this Agreement.
(cc) Rights Certificates shall
have the meaning set forth in Section 3(a).
(dd) Rights Dividend Declaration
Date shall have the meaning set forth in the
Preamble to this Agreement.
(ee) Section 11(a)(ii) Event
shall mean the event described in Section 11(a)(ii) hereof
that triggers the adjustment provided in Section 11(a)(ii).
(ff) Section 13 Event shall
mean any event described in clause (x), (y), or (z) of
Section 13(a) hereof.
(gg) Securities Act shall mean
the Securities Act of 1933, as amended.
(hh) Series A Preferred
Stock shall mean the Series A Preferred Stock
of the Company, par value $0.001 per share, having the voting
rights, powers, designations, preferences, and relative,
participating, optional, or other special rights and
qualifications, limitations, and restrictions set forth in
Exhibit C hereof.
(ii) Special Meeting has the meaning set
forth in Section 23(b).
(jj) Special Meeting Notice has the
meaning set forth in Section 23(b).
(kk) Special Meeting Period has the
meaning set forth in Section 23(b).
(ll) Stock Acquisition Date shall
mean the first date of public announcement (including, without
limitation, the filing of any report pursuant to
Section 13(d) of the Exchange Act) by the Company or an
Acquiring Person that an Acquiring Person has become such.
(mm) Subsidiary shall mean, with
reference to any Person, any other Person of which (1) a
majority of the Voting Power of the voting securities or equity
interests is Beneficially Owned, directly or indirectly, by such
first-mentioned Person or otherwise controlled by such
first-mentioned Person, or (2) an amount of voting
securities or equity interests sufficient to elect at least a
majority of the directors or equivalent governing body of such
other Person is Beneficially Owned, directly or indirectly, by
such first-mentioned Person, or otherwise controlled by such
first-mentioned Person.
B-6
(nn) TCV shall mean (i) TCV
VI, L.P., a Delaware limited partnership; (ii) TCV Member
Fund, L.P., a Delaware limited partnership; (iii) any
Person who is directly or indirectly responsible for the
formation, management, operations, oversight or administration
of the Persons referred to in the preceding clauses (i) and
(ii) (including, without limitation, any principals, partners or
employees of any such Person); and (iv) any investment fund
directly or indirectly formed, managed or controlled by any one
or more Persons referred to in the preceding clause (iii).
(oo) Triggering Event shall mean
any Section 11(a)(ii) Event or any Section 13 Event.
(pp) Unit has the meaning set
forth in Section 7(b).
(qq) Voting Power when used with
reference to the Voting Securities of any Person shall mean the
number of votes (whether cast in person, by proxy, or by written
consent) entitled (1) to be cast generally in the election
of directors or members of the governing body of such Person (if
such person is a corporation or is managed by or under the
direction of a governing body performing functions and having
obligations similar to those of a corporate board of directors)
or (2) to participate in the management and control of such
Person (if such Person is not a corporation and is not managed
by or under the direction of a governing body performing
functions and having obligations similar to those of a corporate
board of directors).
(rr) Voting Securities when used
in reference to any Person, shall mean the outstanding capital
stock, equity interest, or other voting securities of such
Person, in each case entitling the holder thereof (1) to
cast votes, in person or by proxy, or to act by written consent,
in the election of directors or members of the governing body of
such Person (if such person is a corporation or is managed by or
under the direction of a governing body performing functions and
having obligations similar to those of a corporate board of
directors) or (2) to participate in the management and
control of such Person (if such Person is not a corporation and
is not managed by or under the direction of a governing body
performing functions and having obligations similar to those of
a corporate board of directors).
(ss) Voting Stock shall mean the
Common Stock, the Series A Preferred Stock, and any other
class or series of securities of the Company entitled to vote
generally, together with the Common Stock, in the election of
directors of the Company.
Section 2. Appointment
of Rights Agent. The Company hereby appoints
the Rights Agent to act as agent for the Company and the holders
of the Rights (who, in accordance with Section 4 hereof,
shall prior to the Distribution Date also be holders of Common
Shares) in accordance with the terms and conditions hereof, and
the Rights Agent hereby accepts such appointment. With the
consent of the Rights Agent, the Company may from time to time
appoint such Co-Rights Agents as it may deem necessary or
desirable. The Rights Agent shall have no duty to supervise, and
in no event shall it be liable for, the acts or omissions of any
such co-Rights Agent.
Section 3. Issue
of Rights Certificates. (a) Until the
earlier of (i) the Close of Business on the tenth Business
Day after the Stock Acquisition Date and (ii) the Close of
Business on the tenth Business Day (or such later date as may be
determined by action of a majority of the Board of Directors
prior to such time as any Person becomes an Acquiring Person and
of which later date the Company will give the Rights Agent
prompt written notice) after the date that a tender or exchange
offer by any Person (other than the Company, any Subsidiary of
the Company, any employee benefit plan maintained by the Company
or any of its Subsidiaries or any trustee or fiduciary holding
Voting Stock for, or pursuant to the terms of, any such plan,
acting in such capacity) is first published or sent or given
within the meaning of
Rule 14d-4(a)
of the Exchange Act Regulations or any successor rule, if upon
consummation thereof such Person would be the Beneficial Owner
of shares of Voting Stock representing 20% or more of the total
Voting Power of the aggregate of all shares of Voting Stock then
outstanding (including any such date that is after the date of
this Agreement and prior to the issuance of the Rights) (the
earlier of (i) and (ii) above being the
Distribution Date):
(x) the Rights will be evidenced (subject to the provisions
of paragraph (b) of this Section 3) by the
certificates for shares of Common Stock or Nonvoting Common
Stock, as applicable, registered in the
B-7
names of the holders of shares of Common Stock or Nonvoting
Common Stock, as applicable, as of and subsequent to the Record
Date (which certificates for shares of Common Stock shall be
deemed also to be certificates for Rights) and not by separate
rights certificates; and
(y) the Rights will be transferable only in connection with
the transfer of the underlying shares of Common Stock or
Nonvoting Common Stock, as applicable (including a transfer to
the Company).
As soon as practicable after the Distribution Date, the Company
will prepare and execute, the Rights Agent will countersign, and
the Company will send or cause to be sent (and the Rights Agent,
if so requested, will send) by first-class, insured, postage
prepaid mail, to each record holder of Common Shares as of the
Close of Business on the Distribution Date, at the address of
such holder shown on the records of the Company, one or more
rights certificates, in substantially the form of
Exhibit A (the Rights
Certificates), evidencing one Right for each Common
Share so held, subject to adjustment as provided herein. In the
event that an adjustment in the number of Rights per Common
Share has been made pursuant to Section 11(i) or
Section 11(p) hereof, at the time of distribution of the
Rights Certificates, the Company may make the necessary and
appropriate rounding adjustments (in accordance with
Section 14(a) hereof) so that Rights Certificates
representing only whole numbers of Rights are distributed and
cash is paid in lieu of any fractional Rights. As of and after
the Distribution Date, the Rights will be evidenced solely by
such Rights Certificates.
(b) As promptly as practicable following the Record Date,
the Company will send a copy of a Summary of Rights to Purchase
Series A Preferred Stock in substantially the form attached
hereto as Exhibit B and which may be appended to
certificates that represent Common Shares (hereinafter referred
to as the Summary of Rights), by first-class,
postage prepaid mail, to each record holder of Common Shares as
of the Close of Business on the Record Date, at the address of
such holder shown on the records of the Company. With respect to
certificates for Common Shares outstanding as of the Record
Date, until the Distribution Date, the Rights will be evidenced
by such certificates registered in the names of the holders
thereof together with a copy of the Summary of Rights attached
thereto. Until the earlier of the Distribution Date or the
Expiration Date, the surrender for transfer of any certificate
for Common Shares outstanding on the Record Date, with or
without a copy of the Summary of Rights attached thereto, shall
also constitute the transfer of the Rights associated with the
Common Shares represented thereby.
(c) Rights shall, without any further action, be issued in
respect of all Common Shares that become outstanding (whether
originally issued or delivered from the Companys treasury)
after the Record Date but prior to the earlier of the
Distribution Date and the Expiration Date; provided, that with
respect to any shares of Common Stock issued upon conversion of
shares of Nonvoting Common Stock, no additional Rights shall be
issued but the Rights attached to such shares of Nonvoting
Common Stock shall be attached to such shares of Common Stock
after such conversion . Certificates, representing such Common
Shares, issued after the Record Date shall bear the following
legend:
This certificate also evidences and entitles the holder
hereof to certain Rights as set forth in the Stockholders Rights
Agreement between MarketAxess Holdings Inc. (the
Company) and American Stock
Transfer & Trust Company, LLC (the
Rights Agent) dated as of June 2, 2008
(the Rights Agreement), the terms of which
are incorporated herein by reference and a copy of which is on
file at the principal office of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights
will be evidenced by separate certificates and will no longer be
evidenced by this certificate. The Company will mail to the
holder of this certificate a copy of the Rights Agreement, as in
effect on the date of mailing, without charge after receipt of a
written request therefor. Under certain circumstances, as set
forth in the Rights Agreement, Rights that are Beneficially
Owned by any Person who is, was, or becomes an Acquiring Person
or any Affiliate or Associate thereof (as such capitalized terms
are defined in the Rights Agreement), or specified transferees
of such Acquiring Person (or Affiliate or Associate thereof) may
become null and void.
After the Record Date but prior to the earlier of the
Distribution Date and the Expiration Date, if new certificate(s)
representing Common Shares are issued in connection with the
transfer, split up, combination, or exchange of certificate(s)
representing Common Shares or if new certificate(s) representing
Common Shares are issued to replace any certificate(s) that have
been mutilated, destroyed, lost, or stolen, then such new
B-8
certificate(s) shall bear the foregoing legend. With respect to
all certificates containing the foregoing legend, until the
earlier of the Distribution Date or the Expiration Date, the
Rights associated with the Common Shares represented by such
certificates shall be evidenced by such certificates alone and
registered holders of the Common Shares shall also be the
registered holders of the associated Rights, and the transfer of
any of such certificates shall also constitute the transfer of
the Rights associated with the Common Shares represented by such
certificates. In the event that the Company purchases or
acquires any Common Shares after the Record Date but prior to
the Distribution Date, any Rights associated with such Common
Shares shall be deemed cancelled and retired so that the Company
shall not be entitled to exercise any Rights associated with the
Common Shares that are no longer outstanding.
Section 4. Form
of Rights Certificate. (a) The Rights
Certificates (and the forms of election to purchase and of
assignment and the certificate to be printed on the reverse
thereof) shall be substantially in the form set forth in
Exhibit A hereto and may have such marks of identification
or designation and such legends, summaries, or endorsements
printed thereon as the Company may deem appropriate (but which
do not affect the rights, duties, or responsibilities of the
Rights Agent) and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any
applicable law or any rule or regulation thereunder or with any
rule or regulation of any stock exchange upon which the Rights
may from time to time be listed, or to conform to usage. Subject
to the provisions of Sections 7, 11, 13, 22, 23, 24, and 27
hereof, the Rights Certificates, whenever distributed, shall be
dated as of the Distribution Date and on their face shall
entitle the holders thereof to purchase such number of Units of
Series A Preferred Stock as shall be set forth therein at
the price set forth therein, but the amount and type of
securities, cash, or other assets that may be acquired upon the
exercise of each Right and the Purchase Price thereof shall be
subject to adjustment as provided herein.
(b) Any Rights Certificate issued pursuant hereto that
represents Rights Beneficially Owned by: (i) an Acquiring
Person or any Associate or Affiliate of an Acquiring Person,
(ii) a transferee of an Acquiring Person (or of any such
Associate or Affiliate) that becomes a transferee after the
Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) that
becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and that receives such Rights pursuant to
either (A) a transfer (whether or not for consideration)
from the Acquiring Person (or any such Associate or Affiliate)
to holders of equity interests in such Acquiring Person (or such
Associate or Affiliate) or to any Person with whom such
Acquiring Person (or such Associate or Affiliate) has any
continuing written or oral agreement, arrangement, or
understanding regarding either the transferred Rights, Common
Shares, or the Company, or (B) a transfer that the Board of
Directors has determined in good faith to be part of a plan,
agreement, arrangement, or understanding that has as a primary
purpose or effect the avoidance of Section 7(e) hereof
shall, upon the written direction of the Board of Directors,
contain (to the extent feasible), the following legend:
The Rights represented by this Rights Certificate are or
were Beneficially Owned by a Person who was or became an
Acquiring Person or an Affiliate or Associate of an Acquiring
Person (as such capitalized terms are defined in the
Stockholders Rights Agreement, dated as of June 2, 2008
(the Rights Agreement), by and between MarketAxess
Holdings Inc. and American Stock Transfer & Trust
Company, LLC, as Rights Agent). Accordingly, this Rights
Certificate and the Rights represented hereby may become null
and void in the circumstances specified in Section 7(e) of
the Rights Agreement.
Section 5. Countersignature
and Registration. (a) Rights
Certificates shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its
President, its Vice Chairman of the Board, or its Treasurer,
shall have affixed thereto the Companys corporate seal (or
a facsimile thereof), and shall be attested by the
Companys Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Rights
Certificates may be manual or by facsimile. Rights Certificates
bearing the manual or facsimile signatures of the individuals
who were at any time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the
countersigning of such Rights Certificates by the Rights Agent
or did not hold such offices at the date of such Rights
Certificates. No Rights Certificate shall be entitled to any
benefit under this Agreement or be valid for
B-9
any purpose unless there appears on such Rights Certificate a
countersignature duly executed by the Rights Agent by manual or
facsimile signature of an authorized officer, and such
countersignature upon any Rights Certificate shall be conclusive
evidence, and the only evidence, that such Rights Certificate
has been duly countersigned as required hereunder.
(b) Following the Distribution Date, the Rights Agent will
keep or cause to be kept, at its office designated for surrender
of Rights Certificates upon exercise or transfer, books for
registration and transfer of the Rights Certificates issued
hereunder. Such books shall show the name and address of each
holder of the Rights Certificates, the number of Rights
evidenced on its face by each Rights Certificate, and the date
of each Rights Certificate.
Section 6. Transfer,
Split Up, Combination, and Exchange of Rights Certificates;
Mutilated, Destroyed, Lost, or Stolen Rights
Certificates. (a) Subject to the
provisions of Sections 4(b), 7(e), and 14 hereof, at any
time after the Close of Business on the Distribution Date, and
at or prior to the Close of Business on the Expiration Date, any
Rights Certificate or Certificates (other than Rights
Certificates representing Rights that have become null and void
pursuant to Section 7(e) hereof, that have been redeemed
pursuant to Section 23 hereof, or that have been exchanged
pursuant to Section 24 hereof) may be transferred, split
up, combined, or exchanged for another Rights Certificate or
Certificates, entitling the registered holder to purchase a like
number of Units of Series A Preferred Stock (or, following
a Triggering Event, other securities, cash or other assets, as
the case may be) as the Rights Certificate or Certificates
surrendered then entitled such holder to purchase. Any
registered holder desiring to transfer, split up, combine, or
exchange any Rights Certificate or Certificates shall make such
request in writing delivered to the Rights Agent, and shall
surrender the Rights Certificate or Certificates to be
transferred, split up, combined, or exchanged at the office of
the Rights Agent designated for such purpose. Neither the Rights
Agent nor the Company shall be obligated to take any action
whatsoever with respect to the transfer of any such surrendered
Rights Certificate until the registered holder shall have
completed and executed the certificate set forth in the form of
assignment on the reverse side of such Rights Certificate and
shall have provided such additional evidence of the identity of
the Beneficial Owner (or former Beneficial Owner) of the Rights
represented by such Rights Certificate or Affiliates or
Associates thereof as the Company shall reasonably request;
whereupon the Rights Agent shall, subject to the provisions of
Section 4(b), Section 7(e) and Section 14 hereof,
countersign and deliver to the Person entitled thereto a Rights
Certificate or Rights Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient
to cover any tax or governmental charge that may be imposed in
connection with any transfer, split up, combination, or exchange
of Rights Certificates.
(b) If a Rights Certificate shall be mutilated, lost,
stolen, or destroyed, upon request by the registered holder of
the Rights represented thereby and upon payment to the Company
and the Rights Agent of all reasonable expenses incident
thereto, there shall be issued, in exchange for and upon
cancellation of the mutilated Rights Certificate, or in
substitution for the lost, stolen, or destroyed Rights
Certificate, a new Rights Certificate, in substantially the form
of the prior Rights Certificate, of like tenor and representing
the equivalent number of Rights, but, in the case of loss,
theft, or destruction, only upon receipt of evidence
satisfactory to the Company and the Rights Agent of such loss,
theft or destruction of such Rights Certificate and, if
requested by the Company or the Rights Agent, indemnity also
satisfactory to it.
Section 7. Exercise
of Rights; Purchase Price; Expiration Date of
Rights. (a) Prior to the earlier of
(i) the Close of Business on June 2, 2011 (the
Final Expiration Date), or (ii) the time
at which the Rights are redeemed as provided in Section 23
hereof or (iii) the time at which the Rights are exchanged
as provided in Section 24 hereof (the earlier of (i), (ii),
and (iii) being the Expiration Date),
the registered holder of any Rights Certificate may, subject to
the provisions of Sections 7(e), 9(c), and 9(f) hereof,
exercise the Rights evidenced thereby (except as otherwise
provided herein) in whole or in part at any time after the
Distribution Date upon surrender of the Rights Certificate, with
the form of election to purchase and the certificate on the
reverse side thereof duly executed, to the Rights Agent at the
office of the Rights Agent designated for such purpose, together
with payment of the aggregate Purchase Price (as hereinafter
defined) for the number of Units of Series A Preferred
Stock (or, following a Triggering Event, other securities, cash
or other assets, as the case may be) for which such surrendered
Rights are then exercisable.
B-10
(b) The purchase price for each one one-thousandth of a
share of Series A Preferred Stock purchasable upon exercise
of a Right shall be $40.00 (as adjusted from time to time as
provided in Sections 11 and 13(a) hereof) (the
Purchase Price). The Purchase Price shall be
subject to adjustment from time to time as provided in
Sections 11 and 13(a) hereof and shall be payable in lawful
money of the United States of America in accordance with
paragraph (c)(2) below. Each one one-thousandth of a share of
Series A Preferred Stock shall be referred to herein as a
Unit of Series A Preferred Stock.
(c) (i) Subject to Section 14(b) hereof,
following the Distribution Date, the Company may (at the
direction of the Board of Directors) deposit with a corporation
in good standing organized under the laws of the United States
or any State of the United States, which is authorized under
such laws to exercise corporate trust or stock transfer powers
and is subject to supervision or examination by federal or state
authority (the Depositary Agent) certificates
representing the shares of Series A Preferred Stock that
may be acquired upon exercise of the Rights and may cause such
Depositary Agent to enter into an agreement pursuant to which
the Depositary Agent shall issue receipts representing interests
in the shares of Series A Preferred Stock so deposited.
(ii) Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and
the certificate duly executed, accompanied by payment, with
respect to each Right so exercised, of the Purchase Price for
the Units of Series A Preferred Stock (or, following a
Triggering Event, other securities, cash, or other assets, as
the case may be) to be purchased thereby as set forth below and
an amount equal to any applicable tax or charge required to be
paid by the holder of such Rights Certificate in accordance with
Section 9 hereof, or evidence satisfactory to the Company
of payment of such tax or charge, the Rights Agent shall,
subject to Section 20(k) hereof, thereupon promptly (i)(A)
requisition from any transfer agent of the Series A
Preferred Stock certificates representing such number of shares
of Series A Preferred Stock (or fractions of shares that
are integral multiples of one one-thousandth of a share of
Series A Preferred Stock) as are to be purchased and the
Company will direct its transfer agent to comply with all such
requests,
and/or
(B) requisition from the Depositary Agent depositary
receipts representing such number of Units of Series A
Preferred Stock as are to be purchased and the Company will
direct the Depositary Agent to comply with all such requests,
(ii) requisition from the Company the amount of cash, if
any, to be paid in lieu of fractional shares in accordance with
Section 14 hereof, (iii) after receipt of such
certificates or such depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such
Rights Certificate, registered in such name or names as may be
designated by such holder, and (iv) after receipt thereof,
deliver such cash, if any, to or upon the order of the
registered holder of such Rights Certificate. In the event that
the Company is obligated to issue Common Shares or other
securities of the Company, pay cash,
and/or
distribute other property pursuant to Section 11(a) hereof,
the Company will make all arrangements necessary so that such
Common Shares, other securities, cash,
and/or other
property is available for distribution by the Rights Agent, if
and when necessary to comply with this Agreement. The payment of
the Purchase Price (as such amount may be reduced pursuant to
Section 11(a)(iii) hereof) may be made in cash or by
certified or bank check or money order payable to the order of
the Company.
(d) In case the registered holder of any Rights Certificate
shall exercise less than all the Rights evidenced thereby, a new
Rights Certificate evidencing the Rights remaining unexercised
shall be issued by the Rights Agent and delivered to, or upon
the order of, the registered holder of such Rights Certificate,
registered in such name or names as may be designated by such
holder, subject to the provisions of Sections 6 and 14
hereof.
(e) Notwithstanding anything in this Agreement to the
contrary, from and after the time that any Person becomes an
Acquiring Person, any Rights Beneficially Owned by (i) an
Acquiring Person or an Associate or Affiliate of an Acquiring
Person, (ii) a transferee of an Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee after the
Acquiring Person becomes such, or (iii) a transferee of an
Acquiring Person (or of any such Associate or Affiliate) who
becomes a transferee prior to or concurrently with the Acquiring
Person becoming such and who receives such Rights pursuant to
either (A) a transfer (whether or not for consideration)
from the Acquiring Person (or any such Associate or Affiliate)
to holders of equity interests in such Acquiring Person (or any
such Associate or Affiliate) or to any Person with whom the
Acquiring Person (or such Associate or Affiliate) has any
continuing written or oral agreement, arrangement,
B-11
or understanding regarding the transferred Rights, Common
Shares, or the Company or (B) a transfer that the Board of
Directors has determined in good faith to be part of a plan,
agreement, arrangement, or understanding that has as a primary
purpose or effect the avoidance of this Section 7(e), shall
be null and void without any further action, and any holder of
such Rights thereafter shall have no rights or preferences
whatsoever with respect to such Rights, whether under any
provision of this Agreement, the Rights Certificates, or
otherwise (including, without limitation, rights and preferences
pursuant to Sections 7, 11, 13, 23, and 24 hereof). The
Company shall use reasonable efforts to ensure compliance with
the provisions of this Section 7(e) and Section 4(b),
but neither the Company nor the Rights Agent shall have any
liability to any holder of Rights or any other Person as a
result of the Companys failure to make any determination
under this Section 7(e) or such Section 4(b) with
respect to an Acquiring Person or its Affiliates, Associates, or
transferees.
(f) Notwithstanding anything in this Agreement or any
Rights Certificate to the contrary, neither the Rights Agent nor
the Company shall be obligated to undertake any action with
respect to a registered holder upon the occurrence of any
purported exercise as set forth in this Section 7 by such
registered holder unless such registered holder shall have
(i) completed and executed the certificate following the
form of election to purchase set forth on the reverse side of
the Rights Certificate surrendered for such exercise, and
(ii) provided such additional evidence of the identity of
the Beneficial Owner (or former Beneficial Owner) of the Rights
represented by such Rights Certificate or Affiliates or
Associates thereof as the Company shall reasonably request.
Section 8. Cancellation
and Destruction of Rights Certificates. All
Rights Certificates surrendered for the purpose of exercise,
transfer, split up, combination or exchange shall, if
surrendered to the Company or any of its agents, be delivered to
the Rights Agent for cancellation or in cancelled form, or, if
surrendered to the Rights Agent, shall be cancelled by it, and
no Rights Certificates shall be issued in lieu thereof except as
expressly permitted by this Agreement. The Company shall deliver
to the Rights Agent for cancellation and retirement, and the
Rights Agent shall so cancel and retire, any Rights Certificates
acquired by the Company otherwise than upon the exercise
thereof. The Rights Agent shall deliver all cancelled Rights
Certificates to the Company, or shall, at the written request of
the Company, destroy such cancelled Rights Certificates, and in
such case shall deliver a certificate of destruction thereof to
the Company.
Section 9. Reservation
and Availability of Capital
Stock. (a) The Company shall at all
times prior to the Expiration Date cause to be reserved and kept
available out of its authorized but unissued shares of
Series A Preferred Stock
and/or out
of any shares of Series A Preferred Stock held in its
treasury (and following the occurrence of a Triggering Event,
out of the authorized but unissued shares of such other equity
securities of the Company as may be issuable upon exercise of
the Rights
and/or out
of any shares of such securities held in its treasury), the
number of shares of Series A Preferred Stock (and following
the occurrence of a Triggering Event, the number of shares of
such other equity securities of the Company) that, as provided
in this Agreement, will be sufficient to permit the full
exercise of all outstanding Rights. Upon the occurrence of any
events resulting in an increase in the aggregate number of
shares of Series A Preferred Stock (or other equity
securities of the Company) issuable upon exercise of all
outstanding Rights above the number then reserved, the Company
shall make appropriate increases in the number of shares so
reserved.
(b) So long as the shares of Series A Preferred Stock
(and following the occurrence of a Triggering Event, any other
equity securities of the Company) to be issued and delivered
upon the exercise of the Rights may be listed on any stock
exchange, the Company shall during the period from the
Distribution Date through the Expiration Date use its best
efforts to cause all securities reserved for such issuance to be
listed on such exchange upon official notice of issuance upon
such exercise.
(c) The Company shall use its reasonable best efforts
(i) either (A) as soon as practicable following the
first occurrence of a Section 11(a)(ii) Event and a
determination by the Company in accordance with
Section 11(a)(iii) hereof, if applicable, of the
consideration to be delivered by the Company upon exercise of
the Rights, or (B) if so required by law, as soon as
required following the Distribution Date (the earliest of
(A) and (B) being the Registration
Date), to file a registration statement on an
appropriate form under the Securities Act, with respect to the
securities that may be acquired upon exercise of the Rights (the
Registration Statement); (ii) to cause
the Registration Statement to become effective as soon as
practicable
B-12
after such filing; (iii) to cause the Registration
Statement to remain effective (and to include a prospectus at
all times complying with the requirements of the Securities Act)
until the earlier of (A) the date as of which the Rights
are no longer exercisable for the securities covered by the
Registration Statement and (B) the Expiration Date; and
(iv) to take as soon as practicable following the
Registration Date such action as may be required to ensure that
any acquisition of securities upon exercise of the Rights
complies with any applicable state securities or Blue
Sky laws. The Company may temporarily suspend, for a
period of time not to exceed 90 days after the date set
forth in clause (i) of the first sentence of this
Section 9(c), the exercisability of the Rights in order to
prepare and file such registration statement and permit it to
become effective. Upon any such suspension, the Company shall
notify the Rights Agent thereof in writing and shall issue a
public announcement stating that the exercisability of the
Rights has been temporarily suspended, as well as a public
announcement (with written notice thereof to the Rights Agent)
at such time as the suspension is no longer in effect, stating
that the suspension on the exercisability of the Rights is no
longer in effect. Notwithstanding any provision of this
Agreement to the contrary, the Rights shall not be exercisable
in any jurisdiction (x) if the requisite qualification in
such jurisdiction shall not have been obtained and until a
registration statement has been declared effective or
(y) if the exercise thereof shall not be permitted under
applicable law.
(d) The Company shall take such action as may be necessary
to ensure that all shares of Series A Preferred Stock (and,
following the occurrence of a Triggering Event, any other
securities that may be delivered upon exercise of Rights) shall
be, at the time of delivery of the certificates or depositary
receipts for such securities (subject to payment of the Purchase
Price), duly and validly authorized and issued, fully paid and
non-assessable.
(e) The Company shall pay when due and payable any and all
documentary, stamp, or transfer tax, or other tax or charge,
that is payable in respect of the issuance and delivery of the
Rights Certificates or the issuance and delivery of any
certificates or depository receipts for Series A Preferred
Stock (or other equity securities of the Company that may be
delivered upon exercise of the Rights) upon the exercise of
Rights; provided, however, that the Company shall
not be required to pay any such tax or charge that may be
payable in connection with the issuance or delivery of Units of
Series A Preferred Stock, or any certificates or depositary
receipts for such Units of Series A Preferred Stock (or,
following the occurrence of a Triggering Event, any other
securities, cash or other assets, as the case may be) to any
Person other than the registered holder of the Rights
Certificates evidencing the Rights surrendered for exercise. The
Company shall not be required to issue or deliver any
certificates or depositary receipts for Units of Series A
Preferred Stock (or, following the occurrence of a Triggering
Event, any other securities, cash or other assets, as the case
may be) to, or in a name other than that of, the registered
holder upon the exercise of any Rights until any such tax or
charge shall have been paid (any such tax or charge being
payable by the holder of such Rights Certificate at the time of
surrender) or until it has been established to the
Companys satisfaction that no such tax or charge is due.
(f) The Company shall use its reasonable best efforts, on
or prior to the date that is either (A) as soon as
practicable following the first occurrence of a
Section 11(a)(ii) Event and a determination by the Company
in accordance with Section 11(a)(iii) hereof, if
applicable, of the consideration to be delivered by the Company
upon exercise of the Rights, or (B) if so required by law,
as soon as required following the Distribution Date, to obtain
any and all regulatory approvals that may be required with
respect to the securities purchasable upon exercise of the
Rights. The Company may temporarily suspend, for a period of
time not to exceed 90 days after the date set forth in the
first sentence of this Section 9(f), the exercise of the
Rights in order to permit the Company to obtain the necessary
regulatory approvals. Upon any such suspension, the Company
shall notify the Rights Agent thereof in writing and issue a
public announcement stating that the exercise of the Rights has
been temporarily suspended, as well as a public announcement
(with written notice thereof to the Rights Agent) at such time
as the suspension is no longer in effect stating that the
suspension on the exercise of the Rights is no longer in effect.
Notwithstanding any provision of this Agreement to the contrary,
the Rights shall not be exercisable unless and until all
required regulatory approvals have been obtained with respect to
the securities purchasable upon exercise of the Rights.
Section 10. Series A
Preferred Stock Record Date. Each Person in
whose name any certificate for Units of Series A Preferred
Stock (or, following the occurrence of a Triggering Event, other
securities) is
B-13
issued upon the exercise of Rights shall for all purposes be
deemed to have become the holder of record of the Units of
Series A Preferred Stock (or, following the occurrence of a
Triggering Event, other securities) represented thereby on, and
such certificate shall be dated, the date upon which the Rights
Certificate evidencing such Rights was duly surrendered and
payment of the Purchase Price (and any applicable transfer
taxes) was made; provided, however, that if the
date of such surrender and payment is a date upon which the
Series A Preferred Stock (or, following the occurrence of a
Triggering Event, other securities) transfer books of the
Company are closed, such Person shall be deemed to have become
the record holder of such securities on, and such certificate
shall be dated, the next succeeding Business Day on which the
Series A Preferred Stock (or, following the occurrence of a
Triggering Event, other securities) transfer books of the
Company are open and, provided further, that if
delivery of Units of Series A Preferred Stock is delayed
pursuant to Section 9(c) hereof, such Persons shall be
deemed to have become the record holders of such Units of
Series A Preferred Stock only when such Units first become
deliverable. Prior to the exercise of the Rights evidenced
thereby, the holder of a Rights Certificate shall not be
entitled to any rights of a shareholder of the Company with
respect to securities for which the Rights shall be exercisable,
including, without limitation, the right to vote, to receive
dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided herein.
Section 11. Adjustment
of Purchase Price, Number and Kind of Shares or Number of
Rights. The Purchase Price, the number and
kind of securities covered by each Right, and the number of
Rights outstanding are subject to adjustment from time to time
as provided in this Section 11.
(a) (i) In the event the Company shall at any time
after the Rights Dividend Declaration Date (A) declare a
dividend on the Series A Preferred Stock payable in shares
of Series A Preferred Stock, (B) subdivide the
outstanding Series A Preferred Stock, (C) combine the
outstanding Series A Preferred Stock into a smaller number
of shares, or (D) issue any shares of its capital stock in
a reclassification of the Series A Preferred Stock
(including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing
or surviving corporation), except as otherwise provided in this
Section 11(a), the Purchase Price in effect at the time of
the record date for such dividend or of the effective date of
such subdivision, combination or reclassification, and the
number and kind of shares (or fractions thereof) of
Series A Preferred Stock or capital stock, as the case may
be, issuable on such date upon exercise of the Rights, shall be
proportionately adjusted so that the holder of any Right
exercised after such time shall be entitled to receive, upon
payment of the Purchase Price then in effect, the aggregate
number and kind of shares (or fractions thereof) of
Series A Preferred Stock or capital stock, as the case may
be, which, if such Right had been exercised immediately prior to
such date, such holder would have owned upon such exercise and
been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification; provided,
however, that in no event shall the consideration to be
paid upon the exercise of one Right be less than the aggregate
par value of the shares (or fractions thereof) of capital stock
of the Company issuable upon exercise of one Right. If an event
occurs that would require an adjustment under both this
Section 11(a)(i) and Section 11(a)(ii) hereof, the
adjustment provided for in this Section 11(a)(i) shall be
in addition to, and shall be made prior to, any adjustment
required pursuant to Section 11(a)(ii) hereof.
(ii) In the event any Person becomes an Acquiring Person,
provision shall be made so that each holder of a Right (except
as provided below in Section 11(a)(iii) and in Sections
7(e), 13, and 24 hereof) shall thereafter have the right to
receive, upon exercise thereof, at a price equal to the then
current Purchase Price multiplied by the number of Units of
Series A Preferred Stock for which a Right was exercisable
immediately prior to the first occurrence of a
Section 11(a)(ii) Event (such product thereafter being, for
all purposes of this Agreement other than Section 13
hereof, the Purchase Price), in accordance
with the terms of this Agreement, in lieu of the number of Units
of Series A Preferred Stock for which a Right was
exercisable immediately prior to the first occurrence of a
Section 11(a)(ii) Event, such number of shares of Common Stock
as shall equal the result obtained by dividing (x) the
Purchase Price (as the same has been adjusted pursuant to the
foregoing provisions of this Section 11(a)(ii)), by
(y) 50% of the then current market price (determined
pursuant to Section 11(d) hereof) per share of Common Stock
on the date of such first occurrence (such shares of Common
Stock being the Adjustment Shares).
B-14
(iii) In the event that the number of shares of Common
Stock that are authorized by the Companys Certificate of
Incorporation but are not outstanding or reserved for issuance
for purposes other than upon exercise of the Rights is
insufficient to permit the exercise in full of the Rights in
accordance with the foregoing subparagraph (ii) of this
Section 11(a), the Company shall take all such action as
may be necessary to authorize additional shares of Common Stock
for issuance upon exercise of the Rights. In the event that the
Company shall, after good faith effort, be unable to take all
such actions as may be necessary to authorize such additional
shares of Common Stock, then the Company shall issue Common
Stock to the extent shares thereof are available in connection
with exercise of the Rights and to the extent sufficient shares
of Common Stock are not available therefor shall substitute, for
each share of Common Stock that would otherwise be issuable upon
exercise of a Right, a number of Units of Series A
Preferred Shares such that the current per share market price of
one Unit of Series A Preferred Stock multiplied by such
number of Units is equal (as nearly as possible) to the current
per share market price of one share of Common Stock as of the
date of issuance of such Units of Series A Preferred Stock.
In the event that the number of shares of Common Stock, together
with the number of Units of Series A Preferred Stock, that
are authorized by the Companys Certificate of
Incorporation but are not outstanding or reserved for issuance
for purposes other than upon exercise of the Rights is
insufficient to permit the exercise in full of the Rights in
accordance with the foregoing provisions of this subparagraph
(iii) and subparagraph (ii) of this
Section 11(a), then the Company shall take all such action
as may be necessary to authorize additional shares of
Series A Preferred Stock for issuance upon exercise of the
Rights. In the event that the Company shall, after good faith
effort, be unable to take all such actions as may be necessary
to authorize such additional shares of Common Stock
and/or Units
of Series A Preferred Stock, then the Company, by the vote
of a majority of the Board of Directors, shall:
(A) determine the excess of (1) the value of the
Adjustment Shares issuable upon the exercise of each such Right
(the Current Value) over (2) the
Purchase Price (such excess being the
Spread), and (B) with respect to each
such Right, make adequate provision to substitute for such
Adjustment Shares, upon exercise of such Rights and payment of
the applicable Purchase Price, (1) cash, (2) a
reduction in the Purchase Price, (3) Common Stock, Units of
Series A Preferred Stock,
and/or other
equity securities of the Company, each to the extent permitted
by the Companys Certificate of Incorporation (including,
without limitation, shares, or units of shares, of preferred
stock that the Board of Directors has deemed to have the same
value as shares of Common Stock (the Preferred Stock
Equivalents)), (4) debt securities of the
Company, (5) other assets, or (6) any combination of
the foregoing, having an aggregate value equal to the Current
Value, where such aggregate value has been determined by a
majority of the Board of Directors, after receiving advice from
a nationally recognized investment banking firm;
provided, however, that if the Company shall not
have made adequate provision to deliver value pursuant to
clause (B) above within thirty days following the first
occurrence of a Section 11(a)(ii) Event (for purposes hereof,
the Section 11(a)(iii) Trigger Date),
then the Company shall be obligated to deliver, upon the
surrender for exercise of a Right and without requiring payment
of the Purchase Price, shares of Common Stock (to the extent
available) and then, if necessary, Units of Series A
Preferred Stock (to the extent available) and then, if
necessary, cash, which shares of Common Stock, Units of
Series A Preferred Stock
and/or cash
shall have an aggregate value equal to the Spread. To the extent
that the Company determines that some action need be taken
pursuant to this Section 11(a)(iii), the Company shall provide,
subject to Section 7(e) hereof, that such action shall
apply uniformly to all outstanding Rights. For purposes of this
Section 11(a)(iii), the value of a share of Common Stock
shall be the current market price (as determined pursuant to
Section 11(d) hereof) per share of Common Stock on the
Section 11(a)(iii) Trigger Date, the value of a Unit of
Series A Preferred Stock shall be the current market price
(as determined pursuant to Section 11(d) hereof) per Unit
of Series A Preferred Stock on the Section 11(a)(iii)
Trigger Date, and the value of a unit or share, as applicable,
of any Preferred Stock Equivalent shall be deemed to have the
same value as the Common Stock on such date.
(b) In case the Company shall fix a record date for the
issuance of rights, options, or warrants to all holders of any
Series A Preferred Stock entitling them to subscribe for or
purchase (for a period expiring within forty-five calendar days
after such record date) shares of Series A Preferred Stock
(or shares having substantially the same rights, privileges, and
preferences as shares of Series A Preferred Stock
(Equivalent Preferred Stock)) or securities
convertible into Series A Preferred Stock or Equivalent
Preferred Stock at a price per share of Series A Preferred
Stock or per share of Equivalent Preferred Stock (or having a
conversion
B-15
price per share, if a security convertible into Series A
Preferred Stock or Equivalent Preferred Stock) less than the
current market price (as determined pursuant to
Section 11(d) hereof) per share of Series A Preferred
Stock on such record date, then the Purchase Price with respect
to the Series A Preferred Stock to be in effect after such
record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the sum of the number
of shares of Series A Preferred Stock outstanding on such
record date plus the number of shares of Series A Preferred
Stock that the aggregate offering price of the total number of
shares of Series A Preferred Stock
and/or
Equivalent Preferred Stock so to be offered (and/or the
aggregate initial conversion price of the convertible securities
so to be offered) would purchase at such current market price,
and the denominator of which shall be the number of shares of
Series A Preferred Stock outstanding on such record date
plus the number of additional shares of Series A Preferred
Stock and/or
Equivalent Preferred Stock to be offered for subscription or
purchase (or into which the convertible securities so to be
offered are initially convertible). In case such subscription
price may be paid by delivery of consideration all or part of
which may be in a form other than cash, the value of such
consideration shall be as determined by the Board of Directors,
whose determination shall be described in a statement filed with
the Rights Agent and shall be binding on the Rights Agent and
the holders of the Rights. Shares of Series A Preferred
Stock owned by or held for the account of the Company or any
Subsidiary shall not be deemed outstanding for the purpose of
such computation. Such adjustment shall be made successively
whenever such a record date is fixed, and in the event that such
rights or warrants are not so issued, the Purchase Price shall
be adjusted to be the Purchase Price that would then be in
effect if such record date had not been fixed.
(c) In case the Company shall fix a record date for a
distribution to all holders of shares of Series A Preferred
Stock (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing
corporation), evidences of indebtedness, cash (other than a
regular quarterly cash dividend out of the earnings or retained
earnings of the Company), assets (other than a dividend payable
in shares of Series A Preferred Stock, but including any
dividend payable in stock other than Series A Preferred
Stock), or subscription rights, options, or warrants (excluding
those referred to in Section 11(b) hereof), then, in each
case, the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the
numerator of which shall be the current market price (as
determined pursuant to Section 11(d) hereof) per share of
Series A Preferred Stock on such record date minus the fair
market value (as determined in good faith by a majority of the
Board of Directors, whose determination shall be described in a
statement filed with the Rights Agent and shall be binding and
conclusive for all purposes on the Rights Agent and the holder
of the Rights) of the cash, assets, or evidences of indebtedness
so to be distributed or of such subscription rights or warrants
distributable in respect of a share of Series A Preferred
Stock and the denominator of which shall be such current market
price (as determined pursuant to Section 11(d) hereof) per
share of Series A Preferred Stock on such record date. Such
adjustments shall be made successively whenever such a record
date is fixed, and in the event that such distribution is not so
made, the Purchase Price shall be adjusted to be the Purchase
Price that would have been in effect if such record date had not
been fixed.
(d) (i) For the purpose of any computation hereunder,
the current market price per share of any security,
including the Common Stock or any Common Equity Interest, on any
date shall be deemed to be the average of the daily closing
prices per share of such security for the ten consecutive
Trading Days (as such term is hereinafter defined) immediately
prior to such date; provided, however, if prior to
the expiration of such requisite ten Trading Day period, the
issuer announces either (A) a dividend or distribution on
such security payable in shares of such security or securities
convertible into such shares (other than the Rights), or
(B) any subdivision, combination, or reclassification of
such shares, then, following the ex-dividend date for such
dividend or the record date for such subdivision, as the case
may be, the current market price for such security
shall be properly adjusted to take into account such event. The
closing price for each day shall be, if the shares of such
security are listed and admitted to trading on a national
securities exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed
on the principal national securities exchange on which such
shares of such security are listed or admitted to trading or, if
such shares are not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not
so quoted, the average of the high bid and low asked prices in
the
over-the-counter
market, as reported by the
B-16
National Association of Securities Dealers, Inc. Automated
Quotation System (NASDAQ) or such other
system then in use, or, if on any such date such shares are not
quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker
making a market in such shares selected by a majority of the
Board of Directors. If on any such date no market maker is
making a market in such shares, the fair value of such shares on
such date as determined in good faith by a majority of the Board
of Directors shall be used. If such shares are not publicly held
or not so listed or traded, current market price per
share shall mean the fair value per share as determined in good
faith by a majority of the Board of Directors, whose
determination shall be described in a statement filed with the
Rights Agent and shall be conclusive for all purposes. The term
Trading Day shall mean, if such shares of
such security are listed or admitted to trading on any national
securities exchange, a day on which the principal national
securities exchange on which such shares are listed or admitted
to trading is open for the transaction of business or, if such
shares are not so listed or admitted, a Business Day.
(ii) For the purpose of any computation hereunder, the
current market price per share of Series A
Preferred Stock shall be determined in the same manner as set
forth above for Common Stock in clause (i) of this
Section 11(d) (other than the fourth sentence thereof). If
the current market price per share of Series A Preferred
Stock cannot be determined in the manner provided above or if
the Series A Preferred Stock is not publicly held or listed
or traded in a manner described in clause (i) of this
Section 11(d), the current market price per
share of Series A Preferred Stock shall be conclusively
deemed to be the current market price per share of
the Common Stock multiplied by 1,000 (as such amount may be
appropriately adjusted to reflect any stock split, reverse stock
split, stock dividend, or any similar transaction with respect
to Common Stock occurring after the date of this Agreement. If
neither the Common Stock nor the Series A Preferred Stock
is publicly held or so listed or traded, current market
price per share of Series A Preferred Stock shall
mean the fair value per share as determined in good faith by the
Board of Directors, whose determination shall be described in a
statement filed with the Rights Agent and shall be binding on
the Rights Agent and the holders of the Rights. For all purposes
of this Agreement, the current market price of a
Unit of Series A Preferred Stock shall be equal to the
current market price of one share of Series A
Preferred Stock divided by 1,000.
(e) Anything herein to the contrary notwithstanding, no
adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least one
percent in the Purchase Price; provided, however,
that any adjustments that by reason of this Section 11(e)
are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations
under this Section 11 shall be made to the nearest cent or
to the nearest ten-thousandth of a Common Share or Common Equity
Interest or other share or one-millionth of a share of
Series A Preferred Stock, as the case may be.
Notwithstanding the first sentence of this Section 11(e),
any adjustment required by this Section 11 shall be made no
later than the earlier of (i) three years from the date of
the transaction that mandates such adjustment or (ii) the
Expiration Date.
(f) If, as a result of an adjustment made pursuant to
Sections 11(a)(ii) or 13(a) hereof, the holder of any Right
thereafter exercised shall become entitled to receive any shares
of capital stock other than Series A Preferred Stock,
thereafter the number of such other shares so receivable upon
exercise of any Right and the Purchase Price thereof shall be
subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with
respect to the Series A Preferred Stock contained in
Sections 11(a), (b), (c), (d), (e), (g), (h), (i), (j),
(k), (1), and (m), and the provisions of Sections 7, 9, 10,
13, and 14 hereof with respect to the Series A Preferred
Stock shall apply on like terms to any such other shares.
(g) All Rights originally issued by the Company subsequent
to any adjustment made to the Purchase Price hereunder shall
evidence the right to purchase, at the adjusted Purchase Price,
the number of Units of Series A Preferred Stock (or other
securities or amount of cash or combination thereof) that may be
acquired from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.
(h) Unless the Company shall have exercised its election as
provided in Section 11(i), upon each adjustment of the
Purchase Price as a result of the calculations made in
Sections 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence
the right to purchase, at the adjusted Purchase Price, that
number of Units of Series A Preferred Stock (calculated to
the nearest one
B-17
ten-thousandth of a Unit) obtained by (i) multiplying
(x) the number of Units of Series A Preferred Stock
covered by a Right immediately prior to this adjustment by
(y) the Purchase Price in effect immediately prior to such
adjustment of the Purchase Price and (ii) dividing the
product so obtained by the Purchase Price in effect immediately
after such adjustment of the Purchase Price.
(i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights,
in lieu of any adjustment in the number of Units of
Series A Preferred Stock that may be acquired upon the
exercise of a Right. Each of the Rights outstanding after the
adjustment in the number of Rights shall be exercisable for the
number of Units of Series A Preferred Stock for which a
Right was exercisable immediately prior to such adjustment. Each
Right held of record prior to such adjustment of the number of
Rights shall become that number of Rights (calculated to the
nearest one ten-thousandth of a Right) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the
Purchase Price by the Purchase Price in effect immediately after
adjustment of the Purchase Price. The Company shall make a
public announcement, and notify the Rights Agent in writing, of
its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made. This record date may be the
date on which the Purchase Price is adjusted or any day
thereafter, but, if the Rights Certificates have been issued,
shall be at least ten days later than the date of such public
announcement. If Rights Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this
Section 11(i), the Company shall, as promptly as
practicable, cause to be distributed to holders of record of
Rights Certificates on such record date Rights Certificates
evidencing, subject to Section 14 hereof, the additional
Rights to which such holders shall be entitled as a result of
such adjustment, or, at the option of the Company, shall cause
to be distributed to such holders of record in substitution and
replacement for the Rights Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if
required by the Company, new Rights Certificates evidencing all
the Rights to which such holders shall be entitled after such
adjustment. Rights Certificates to be so distributed shall be
issued, executed, and countersigned in the manner provided for
herein (and may bear, at the option of the Company, the adjusted
Purchase Price) and shall be registered in the names of the
holders of record of Rights Certificates on the record date
specified in the public announcement.
(j) Irrespective of any adjustment or change in the
Purchase Price or the number of Units of Series A Preferred
Stock issuable upon the exercise of the Rights, the Rights
Certificates theretofore and thereafter issued may continue to
express the Purchase Price per Unit and the number of Units of
Series A Preferred Stock that was expressed in the initial
Rights Certificates issued hereunder.
(k) Before taking any action that would cause an adjustment
reducing the Purchase Price below the then par value of the
number of Units of Series A Preferred Stock issuable upon
exercise of the Rights, the Company shall take any corporate
action that may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue such fully
paid and non-assessable number of Units of Series A
Preferred Stock at such adjusted Purchase Price.
(l) In any case in which this Section 11 shall require
that an adjustment in the Purchase Price be made effective as of
a record date for a specified event, the Company may elect to
defer (and shall notify the Rights Agent in writing of any such
election) until the occurrence of such event the issuance to the
holder of any Right exercised after such record date of that
number of Units of Series A Preferred Stock and shares of
other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the number of Units
of Series A Preferred Stock and shares of other capital
stock or securities of the Company, if any, issuable upon such
exercise on the basis of the Purchase Price in effect prior to
such adjustment; provided, however, that the
Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holders right to
receive such additional shares (fractional or otherwise) or
securities upon the occurrence of the event requiring such
adjustment.
(m) Anything in this Section 11 to the contrary
notwithstanding, prior to the Distribution Date, the Company
shall be entitled to make such reductions in the Purchase Price,
in addition to those adjustments expressly required by this
Section 11, as and to the extent that the Board of
Directors shall determine that any (i) consolidation or
subdivision of the Series A Preferred Stock,
(ii) issuance wholly for cash of any shares of
B-18
Series A Preferred Stock at less than the current market
price, (iii) issuance wholly for cash of shares of
Series A Preferred Stock or securities that by their terms
are convertible into or exchangeable for shares of Series A
Preferred Stock, (iv) stock dividends, or (v) issuance
of rights, options, or warrants referred to in this
Section 11, hereafter made by the Company to holders of its
Series A Preferred Stock, shall not be taxable to such
holders or shall reduce the taxes payable by such holders.
(n) The Company shall not, at any time after the
Distribution Date, (i) consolidate with any other Person
(other than a direct or indirect, wholly-owned Subsidiary of the
Company in a transaction that complies with Section 11(o)
hereof), (ii) merge with or into any other Person (other
than a direct or indirect, wholly-owned Subsidiary of the
Company in a transaction that complies with Section 11(o)
hereof), or (iii) sell or transfer (or permit any
Subsidiary to sell or transfer), in one transaction, or a series
of transactions, assets or earning power aggregating more than
50% of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) to any other Person or Persons
(other than the Company
and/or any
of its direct or indirect, wholly-owned Subsidiaries in one or
more transactions, each of which complies with
Section 11(o) hereof), if (x) at the time of or
immediately after such consolidation, merger, or sale there are
any rights, warrants, or other instruments or securities
outstanding or agreements in effect that would substantially
diminish or otherwise eliminate the benefits intended to be
afforded by the Rights or (y) prior to, simultaneously
with, or immediately after such consolidation, merger, or sale,
the Person that constitutes, or would constitute, the
Principal Party for purposes of Section 13(a)
hereof shall have distributed or otherwise transferred to its
shareholders or other persons holding an equity interest in such
Person Rights previously owned by such Person or any of its
Affiliates and Associates; provided, however, that
this Section 11(n) shall not affect the ability of any
Subsidiary of the Company to consolidate with, merge with or
into, or sell or transfer assets or earning power to, any other
Subsidiary of the Company.
(o) After the Distribution Date and so long as any Rights
shall then be outstanding (other than Rights that have become
null and void pursuant to Section 7(e) hereof), the Company
shall not, except as permitted by Sections 23, 24, and 27
hereof, take (or permit any Subsidiary of the Company to take)
any action if at the time such action is taken it is reasonably
foreseeable that such action will diminish substantially or
otherwise eliminate the benefits intended to be afforded by the
Rights.
(p) Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time
after the Effective Date and prior to the Distribution Date
(i) declare a dividend on the outstanding Common Shares
payable in Common Shares, (ii) subdivide any outstanding
Common Shares, (iii) combine any of the outstanding Common
Shares into a smaller number of shares, or (iv) issue any
shares of its capital stock in a reclassification of the Common
Shares (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing
or surviving corporation), the number of Rights associated with
each Common Share then outstanding, or issued or delivered
thereafter but prior to the Distribution Date, shall be
proportionately adjusted so that the number of Rights thereafter
associated with each Common Share following any such event shall
equal the result obtained by multiplying the number of Rights
associated with each Common Share immediately prior to such
event by a fraction the numerator of which shall be the total
number of Common Shares outstanding immediately prior to the
occurrence of the event and the denominator of which shall be
the total number of Common Shares outstanding immediately
following the occurrence of such event. The adjustments provided
for in this Section 11(p) shall be made successively
whenever such a dividend is declared or paid or such a
subdivision, combination, or reclassification is effected. If an
event occurs that would require an adjustment under
Section 11(a)(ii) and this Section 11(p), the
adjustments provided for in this Section 11(p) shall be in
addition and prior to any adjustment required pursuant to
Section 11(a)(ii).
Section 12. Certificate
of Adjusted Purchase Price or Number of
Shares. Whenever an adjustment is made as
provided in Section 11 or Section 13 hereof, the
Company shall (a) promptly prepare a certificate setting
forth such adjustment and a brief statement of the facts and
computations accounting for such adjustment, (b) promptly
file with the Rights Agent, and with each transfer agent for the
Series A Preferred Stock and the Common Shares, a copy of
such certificate and (c) mail a brief summary thereof to
each holder of a Rights Certificate (or, if prior to the
Distribution Date, to each holder of a certificate representing
Common Shares) in accordance with Section 26 hereof. The
Rights Agent shall be fully protected in relying
B-19
on any such certificate and on any adjustment or statement
therein contained and shall have no duty or liability with
respect to, and shall not be deemed to have knowledge of, any
adjustment or any such event unless and until it shall have
received such a certificate.
Section 13. Consolidation,
Merger or Sale or Transfer of Assets or Earning Power.
(a) At any time after a Person has become an Acquiring
Person, in the event that, directly or indirectly, either
(x) the Company shall consolidate with, or merge with and
into, any other Person (other than a direct or indirect,
wholly-owned Subsidiary of the Company in a transaction that
complies with Section 11(o) hereof), and the Company shall
not be the continuing or surviving entity of such consolidation
or merger, (y) any Person (other than a direct or indirect,
wholly-owned Subsidiary of the Company in a transaction that
complies with Section 11(o) hereof) shall consolidate with,
or merge with or into, the Company, and the Company shall be the
continuing or surviving entity of such consolidation or merger
and, in connection with such consolidation or merger, all or
part of the outstanding Common Shares shall be converted into or
exchanged for stock or other securities of any other Person (or
the Company) or cash or any other property or (z) the
Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer) to any Person or
Persons (other than the Company or any of its direct or
indirect, wholly-owned Subsidiaries in one or more transactions,
each of which complies with Section 11(o) hereof), in one
or more transactions, assets or earning power aggregating 50% or
more of the assets or earning power of the Company and its
Subsidiaries (taken as a whole) (any such event described in
(x), (y), or (z) being herein referred to as a
Section 13 Event); then, and in each
such case, proper provision shall be made so that:
(i) each holder of a Right, except as provided in
Section 7(e) hereof, shall thereafter have the right to
receive, upon the exercise thereof at the then current Purchase
Price multiplied by the number of Units of Series A
Preferred Stock for which a Right is then exercisable, in
accordance with the terms of this Agreement and in lieu of Units
of Series A Preferred Stock, such number of validly
authorized and issued, fully paid, and non-assessable shares of
Common Equity Interest of the Principal Party (which shares
shall not be subject to any liens, encumbrances, rights of first
refusal, transfer restrictions, or other adverse claims) as
shall be equal to the result obtained by (1) multiplying
such then current Purchase Price by the number of Units of
Series A Preferred Stock for which such Right is
exercisable immediately prior to the first occurrence of a
Section 13 Event (or, if a Section 11(a)(ii) Event has
occurred prior to the first occurrence of a Section 13
Event, multiplying the number of such Units of Series A
Preferred Stock for which a Right would be exercisable hereunder
but for the occurrence of such Section 11(a)(ii) Event by
the Purchase Price that would be in effect hereunder but for
such first occurrence) and (2) dividing that product
(which, following the first occurrence of a Section 13
Event, shall be the Purchase Price for all
purposes of this Agreement) by 50% of the then current market
price (determined pursuant to Section 11(d) hereof) per
share of the Common Equity Interest of such Principal Party on
the date of consummation of such Section 13 Event;
(ii) such Principal Party shall thereafter be liable for,
and shall assume, by virtue of such Section 13 Event, all
the obligations and duties of the Company pursuant to this
Agreement;
(iii) the term Company shall thereafter
be deemed to refer to such Principal Party, it being
specifically intended that the provisions of Section 11
hereof shall apply only to such Principal Party following the
first occurrence of a Section 13 Event;
(iv) such Principal Party shall take such steps (including,
but not limited to, the reservation of a sufficient number of
shares of its Common Equity Interest) in connection with the
consummation of any such transaction as may be necessary to
ensure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be possible, to its
shares of Common Equity Interest thereafter deliverable upon the
exercise of the Rights; and
(v) the provisions of Section 11(a)(ii) hereof shall
be of no further effect following the first occurrence of any
Section 13 Event, and the Rights that have not theretofore
been exercised shall thereafter become exercisable in the manner
described in this Section 13.
B-20
(b) Principal Party shall mean:
(i) in the case of any transaction described in
clause (x) or (y) of the first sentence of
Section 13(a), (A) the Person (including the Company
as successor thereto or as the surviving entity) that is the
issuer of any securities or other equity interests into which
shares of Common Stock are converted in such merger or
consolidation, or, if there is more than one such issuer, the
issuer of Common Equity Interest that has the highest aggregate
current market price (determined pursuant to Section 11(d)
hereof) and (B) if no securities or other equity interests
are so issued, the Person (including the Company as successor
thereto or as the surviving entity) that is the other
constituent party to such merger or consolidation, or, if there
is more than one such Person, the Person that is a constituent
party to such merger or consolidation, the Common Equity
Interest of which has the highest aggregate current market price
(determined pursuant to Section 11(d) hereof); and
(ii) in the case of any transaction described in
clause (z) of the first sentence of Section 13(a), the
Person that is the party receiving the largest portion of the
assets or earning power transferred pursuant to such transaction
or transactions, or, if each Person that is a party to such
transaction or transactions receives the same portion of the
assets or earning power transferred pursuant to such transaction
or transactions or if the Person receiving the largest portion
of the assets or earning power cannot be determined, whichever
Person that has received assets or earning power pursuant to
such transaction or transactions, the Common Equity Interest of
which has the highest aggregate current market price (determined
pursuant to Section 11(d) hereof);
provided, however, that in any such case,
(1) if the Common Equity Interest of such Person is not at
such time and has not been continuously over the preceding
twelve-month period registered under Section 12 of the
Exchange Act (Registered Common Equity
Interest), and such Person is a direct or indirect
Subsidiary of another Person that has Registered Common Equity
Interest outstanding, Principal Party shall refer to
such other Person; (2) if the Common Equity Interest of
such Person is not Registered Common Equity Interest, and such
Person is a direct or indirect Subsidiary of another Person
(other than an individual), but is not a direct or indirect
Subsidiary of another Person that has Registered Common Equity
Interest outstanding, Principal Party shall refer to
the ultimate parent entity of such first-mentioned Person;
(3) if the Common Equity Interest of such Person is not
Registered Common Equity Interest, and such Person is directly
or indirectly controlled by more than one Person, and one or
more of such other Persons has Registered Common Equity Interest
outstanding, Principal Party shall refer to
whichever of such other Persons is the issuer of the Registered
Common Equity Interest having the highest aggregate current
market price (determined pursuant to Section 11(d) hereof);
and (4) if the Common Equity Interest of such Person is not
Registered Common Equity Interest, and such Person is directly
or indirectly controlled by more than one Person (one or more of
which is a Person other than an individual), and none of such
other Persons has Registered Common Equity Interest outstanding,
Principal Party shall refer to whichever ultimate
parent entity is the corporation having the greatest
stockholders equity or, if no such ultimate parent entity
is a corporation, shall refer to whichever ultimate parent
entity is the entity having the greatest net assets.
(c) The Company shall not consummate any Section 13
Event unless the Principal Party shall have a sufficient number
of authorized shares of its Common Equity Interest that have not
been issued (or reserved for issuance) or that are held in its
treasury to permit the exercise in full of the Rights in
accordance with this Section 13, and unless prior thereto
the Company and such Principal Party shall have executed and
delivered to the Rights Agent a supplemental agreement providing
for the terms set forth in paragraphs (a) and (b) of
this Section 13 and further providing that the Principal
Party shall use its best efforts to:
(i) (A) prepare and file on an appropriate form, as
soon as practicable following the execution of such agreement, a
registration statement under the Securities Act with respect to
the shares of Common Equity Interest that may be acquired upon
exercise of the Rights, (B) cause such registration
statement to remain effective (and to include a prospectus at
all times complying with the requirements of the Securities Act)
until the Expiration Date, and (C) take such action as may
be required to ensure that any acquisition of such shares of
Common Equity Interest upon the exercise of the Rights complies
with any
B-21
applicable state security or Blue Sky laws as soon
as practicable following the execution of such agreement;
(ii) as soon as practicable after the execution of such
agreement, deliver to holders of the Rights historical financial
statements for the Principal Party and each of its Affiliates
that comply in all respects with the requirements for
registration on Form 10 (or any successor form) under the
Exchange Act; and
(iii) obtain any and all regulatory approvals as may be
required with respect to the shares of Common Equity Interest
securities that may be acquired upon exercise of the Rights.
(d) In case the Principal Party that is to be a party to a
transaction referred to in this Section 13 has at the time
of such transaction, or immediately following such transaction
will have, a provision in any of its authorized securities or in
its certificate of incorporation or by-laws or other instrument
governing its affairs, or any other agreements or arrangements,
which provision would have the effect of (i) causing such
Principal Party to issue, in connection with, or as a
consequence of, the consummation of a transaction referred to in
this Section 13, shares of Common Equity Interest of such
Principal Party at less than the then current market price per
share (determined pursuant to Section 11(d) hereof) or
securities exercisable for, or convertible into, Common Equity
Interest of such Principal Party at less than such then current
market price (other than to holders of Rights pursuant to this
Section 13); (ii) providing for any special payment,
tax, or similar provisions in connection with the issuance of
the Common Equity Interest of such Principal Party pursuant to
the provisions of Section 13; or (iii) otherwise
eliminating or substantially diminishing the benefits intended
to be afforded by the Rights in connection with, or as a
consequence of, the consummation of a transaction referred to in
this Section 13; then, in such event, the Company shall not
consummate any such transaction unless prior thereto the Company
and such Principal Party shall have executed and delivered to
the Rights Agent a supplemental agreement providing that the
provision in question of such Principal Party shall have been
cancelled, waived, or amended, or that the authorized securities
shall be redeemed, so that the applicable provision will have no
effect in connection with, or as a consequence of, the
consummation of the proposed transaction.
(e) The provisions of this Section 13 shall similarly
apply to successive mergers or consolidations or sales or other
transfers. In the event that a Section 13 Event shall occur
at any time after the occurrence of a Section 11(a)(ii)
Event, the Rights that have not theretofore been exercised shall
thereafter become exercisable in the manner described in
Section 13(a).
Section 14. Fractional
Rights; Fractional Shares;
Waiver. (a) The Company shall not be
required to issue fractions of Rights or to distribute Rights
Certificates that evidence fractional Rights. In lieu of such
fractional Rights, there shall be paid to the Persons to which
such fractional Rights would otherwise be issuable, an amount in
cash equal to such fraction of the market value of a whole
Right. For purposes of this Section 14(a), the market value
of a whole Right shall be the closing price of the Rights for
the Trading Day immediately prior to the date that such
fractional Rights would have been otherwise issuable. The
closing price of the Rights for any day shall be, if the Rights
are listed or admitted to trading on a national securities
exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the
principal national securities exchange on which the Rights are
listed or admitted to trading or, if the Rights are not listed
or admitted to trading on any national securities exchange, the
last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the
over-the-counter
market, as reported by NASDAQ or such other system then in use
or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the
Rights selected by the Board of Directors. If on any such date
no such market maker is making a market in the Rights, the fair
value of the Rights on such date as determined in good faith by
the Board of Directors shall be used and such determination
shall be described in a statement filed with the Rights Agent
and delivered to the holders of the Rights, which shall be
conclusive for all purposes.
(b) The Company shall not be required to issue fractions of
shares of Series A Preferred Stock (other than fractions
that are integral multiples of one one-thousandth of a share of
Series A Preferred Stock) upon exercise of the Rights or to
distribute certificates that evidence such fractional shares of
Series A Preferred Stock (other than fractions that are
integral multiples of one one-thousandth of a share of
Series A Preferred
B-22
Stock). Subject to Section 7(c)(1) hereof, fractions of
shares of Series A Preferred Stock in integral multiples of
one one-thousandth of a share of Series A Preferred Stock
may, at the election of the Company, be evidenced by depositary
receipts, pursuant to an appropriate agreement between the
Company and a Depositary Agent selected by it; provided,
however, that such agreement shall provide that the
holders of such depositary receipts shall have all the rights,
privileges, and preferences to which they are entitled as
Beneficial Owners of the shares of Series A Preferred Stock
represented by such depositary receipts. In lieu of such
fractional shares of Series A Preferred Stock that are not
integral multiples of one one-thousandth of a share, the Company
may pay to the registered holders of Rights Certificates at the
time such Rights are exercised as herein provided an amount in
cash equal to the same fraction of the then current market price
of a share of Series A Preferred Stock on the day of
exercise, determined in accordance with Section 11(d)
hereof.
(c) The holder of a Right, by the acceptance of the Right,
expressly waives his right to receive any fractional Rights or
any fractional shares upon exercise of a Right, except as
permitted by this Section 14.
Section 15. Rights
of Action. All rights of action in respect of
this Agreement, other than rights of action vested in the Rights
Agent pursuant to Section 18 hereof, are vested in the
respective registered holders of the Rights Certificates (and,
prior to the Distribution Date, the registered holders of
certificates representing Common Shares); and any registered
holder of a Rights Certificate (or, prior to the Distribution
Date, of a certificate representing Common Shares), without the
consent of the Rights Agent or of the holder of any other Rights
Certificate (or, prior to the Distribution Date, of a
certificate representing Common Shares), may, in his own behalf
and for his own benefit, enforce, and may institute and maintain
any suit, action or proceeding against the Company or any other
Person to enforce, or otherwise act in respect of, his right to
exercise the Rights evidenced by such Rights Certificate in the
manner provided in such Rights Certificate and in this
Agreement. Without limiting the foregoing or any remedies
available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an
adequate remedy at law for any breach of this Agreement and
shall be entitled to specific performance of the obligations
hereunder and injunctive relief against actual or threatened
violations of the obligations hereunder of any Person subject to
this Agreement.
Section 16. Agreement
of Rights Holders. Every holder of a Right,
by accepting the same, consents and agrees with the Company and
the Rights Agent and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of Common
Shares;
(b) after the Distribution Date, the Rights Certificates
are transferable only on the registry books of the Rights Agent
if surrendered at the office of the Rights Agent designated for
such purposes, duly endorsed or accompanied by a proper
instrument of transfer and with the appropriate forms and
certificates duly executed;
(c) subject to Section 6(a) and Section 7(f)
hereof, the Company and the Rights Agent may deem and treat the
Person in whose name a Rights Certificate (or, prior to the
Distribution Date, the associated Common Share certificate) is
registered as the absolute owner thereof and of the Rights
evidenced thereby (notwithstanding any notations of ownership or
writing on the Rights Certificates or the associated Common
Share certificate made by anyone other than the Company or the
Rights Agent) for all purposes whatsoever, and neither the
Company nor the Rights Agent, subject to the last sentence of
Section 7(e) hereof, shall be affected by any notice to the
contrary; and
(d) notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Rights Agent shall have
any liability to any holder of a Right or any other Person as a
result of its inability to perform any of its obligations under
this Agreement by reason of any preliminary or permanent
injunction or other order, decree, judgment, or ruling issued by
a court of competent jurisdiction or by a governmental,
regulatory, or administrative agency or commission, or any
statute, rule, regulation, or executive order promulgated or
enacted by any governmental authority, prohibiting or otherwise
restraining performance of such obligation; provided,
however, the Company must use its best efforts to have
any such order, decree, judgment, or ruling lifted or otherwise
overturned as promptly as practicable.
B-23
Section 17. Rights
Certificate Holder Not Deemed a
Stockholder. No holder, as such, of any
Rights Certificate shall be entitled to vote, receive dividends
or be deemed for any purpose the holder of the number of shares
of Series A Preferred Stock or any other securities of the
Company that may at any time be issuable on the exercise of the
Rights represented thereby, nor shall anything contained herein
or in any Rights Certificate be construed to confer upon the
holder of any Rights Certificate, as such, any of the rights of
a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold
consent to any corporate action, or, except as provided in
Section 25 hereof, to receive notice of meetings or other
actions affecting shareholders, or to receive dividends or
subscription rights, or otherwise, until the Right or Rights
evidenced by such Rights Certificate shall have been exercised
in accordance with the provisions hereof.
Section 18. Concerning
the Rights Agent. (a) The Company agrees
to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder and, from time to time, on
demand of the Rights Agent, its reasonable expenses, including
reasonable fees and disbursements of counsel and other
reasonable disbursements, incurred in the preparation, delivery,
amendment, administration, or execution of this Agreement and
the acceptance, administration, exercise and performance of its
duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss,
liability, damage, judgment, fine, penalty, claim, demand,
settlement, cost, or expense (including, without limitation, the
reasonable fees and disbursements of counsel), incurred without
negligence, bad faith, or willful misconduct on the part of the
Rights Agent, for any action taken, suffered, or omitted by the
Rights Agent in connection with the acceptance, administration,
exercise, and performance of its duties under this Agreement,
including the costs and expenses of defending against any claim
of liability hereunder.
(b) The Rights Agent shall be authorized and protected and
shall incur no liability for, or in respect of any action taken,
suffered, or omitted by it in connection with, its acceptance
and administration of this Agreement and the exercise and
performance of its duties hereunder, in reliance upon any Rights
Certificate or certificate for shares of Series A Preferred
Stock or for other capital stock or securities of the Company,
instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice, direction, consent,
certificate, statement, or other paper or document believed by
it to be genuine and to have been signed, executed and, where
necessary, verified or acknowledged by the proper Person or
Persons.
(c) The provisions of this Section 18 and
Section 20 below shall survive the termination of this
Agreement, the exercise or expiration of the Rights, and the
resignation, replacement, or removal of the Rights Agent.
Section 19. Merger
or Consolidation or Change of Name of Rights
Agent. (a) Any Person into which the
Rights Agent or any successor Rights Agent may be merged or with
which it may be consolidated, or any Person resulting from any
merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any Person
succeeding to the corporate trust or shareholder services
businesses of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement
without the execution or filing of any document or any further
act on the part of any of the parties hereto; provided,
however, that such Person would be eligible for
appointment as a successor Rights Agent under the provisions of
Section 21 hereof. In case at the time such successor
Rights Agent shall succeed to the agency created by this
Agreement, any of the Rights Certificates shall have been
countersigned but not delivered, any such successor Rights Agent
may adopt the countersignature of a predecessor Rights Agent and
deliver such Rights Certificates so countersigned; and in case
at that time any of the Rights Certificates shall not have been
countersigned, any successor Rights Agent may countersign such
Rights Certificates either in the name of the predecessor Rights
Agent or in the name of the successor Rights Agent; and in all
such cases such Rights Certificates shall have the full force
provided in the Rights Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent shall
be changed and at such time any of the Rights Certificates shall
have been countersigned but not delivered, the Rights Agent may
adopt the countersignature under its prior name and deliver
Rights Certificates so countersigned; and in case at that time
any of the Rights Certificates shall not have been
countersigned, the Rights Agent may countersign such Rights
B-24
Certificates either in its prior name or in its changed name;
and in all such cases such Rights Certificates shall have the
full force provided in the Rights Certificates and in this
Agreement.
Section 20. Duties
of Rights Agent. The Rights Agent undertakes
to perform only the duties and obligations imposed by this
Agreement, upon the following terms and conditions, by all of
which the Company and the holders of Rights Certificates, by
their acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel (who
may be legal counsel for the Company or an employee of the
Rights Agent), and the advice or opinion of such counsel shall
be full and complete authorization and protection to the Rights
Agent as to, and the Rights Agent shall incur no liability for
or in respect of, any action taken, suffered, or omitted by the
Rights Agent in good faith and in accordance with such advice or
opinion.
(b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable
that any fact or matter (including, without limitation, the
identity of an Acquiring Person and the determination of
current market price) be proved or established by
the Company prior to the Rights Agent taking, suffering, or
omitting to take any action hereunder, such fact or matter
(unless other evidence in respect thereof be specified herein)
may be deemed to be conclusively proved and established by a
certificate signed by any one of the Chairman of the Board, the
Chief Executive Officer, the President, the Vice-Chairman of the
Board, the Treasurer, any Assistant Treasurer, the Secretary, or
any Assistant Secretary of the Company and delivered to the
Rights Agent, and such certificate shall be full and complete
authorization and protection to the Rights Agent, and the Rights
Agent shall incur no liability, for or in respect of any action
taken, suffered, or omitted in good faith by it under the
provisions of this Agreement in reliance upon such certificate.
(c) The Rights Agent shall be liable hereunder to the
Company or any other Person only for its own negligence, bad
faith, or willful misconduct. Anything herein to the contrary
notwithstanding, in no event shall the Rights Agent be liable
for special, punitive, indirect, consequential, or incidental
loss or damage of any kind whatsoever (including but not limited
to lost profits).
(d) The Rights Agent shall not be liable for or by reason
of any of the statements of fact or recitals contained in this
Agreement or in the Rights Certificates or be required to verify
the same (except as to its countersignature on such Rights
Certificates), but all such statements and recitals are and
shall be deemed to have been made by the Company only.
(e) The Rights Agent shall not have any responsibility for
the validity of this Agreement or the execution and delivery
hereof (except the due execution and delivery hereof by the
Rights Agent) or for the validity or execution of any Rights
Certificate (except its countersignature thereon); nor shall it
be responsible for any breach by the Company of any covenant or
failure by the Company to satisfy conditions contained in this
Agreement or in any Rights Certificate; nor shall it be
responsible for any change in the exercisability of the Rights
(including Rights becoming void pursuant to Section 7(e)
hereof) or any adjustment in the terms of the Rights required
under the provisions of Sections 11, 13, 23, or 24 hereof
or for the manner, method, or amount of any such change or
adjustment or the ascertaining of the existence of facts that
would require any such change or adjustment (except with respect
to the exercise of Rights evidenced by Rights Certificates after
receipt by the Rights Agent of the certificate describing any
such adjustment contemplated by Section 12); nor shall it
by any act hereunder be deemed to make any representation or
warranty as to the authorization or reservation of any shares of
Series A Preferred Stock or any other securities to be
issued pursuant to this Agreement or any Rights Certificate or
as to whether any shares of Series A Preferred Stock or any
other securities will, when so issued, be validly authorized and
issued, fully paid and non-assessable.
(f) The Company shall perform, execute, acknowledge, and
deliver or cause to be performed, executed, acknowledged, and
delivered all such further acts, instruments, and assurances as
may reasonably be required by the Rights Agent for the
performance by the Rights Agent of its duties under this
Agreement.
B-25
(g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its
duties hereunder from any one of the Chairman of the Board, the
Chief Executive Officer, the President, the Vice-Chairman of the
Board, the Secretary, any Assistant Secretary, the Treasurer, or
any Assistant Treasurer of the Company, and to apply to such
officers for advice or instructions in connection with its
duties, and such instructions shall be full authorization and
protection to the Rights Agent, and the Rights Agent shall not
be liable for or in respect of any action taken, suffered, or
omitted by it in good faith in accordance with instructions of
any such officer.
(h) The Rights Agent and any shareholder, affiliate,
director, officer, or employee of the Rights Agent may buy,
sell, or deal in any of the Rights or other securities of the
Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend
money to the Company or otherwise act as fully and freely as
though the Rights Agent were not Rights Agent under this
Agreement. Nothing herein shall preclude the Rights Agent or any
such stockholder, affiliate, director, officer, or employee from
acting in any other capacity for the Company or for any other
Person.
(i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty
hereunder either itself (through its directors, officers, and
employees) or by or through its attorneys or agents, and the
Rights Agent shall not be answerable or accountable for any act,
default, neglect, or misconduct of any such attorneys or agents
or for any loss to the Company or any other Person resulting
from any such act, default, neglect, or misconduct, absent gross
negligence, bad faith, or willful misconduct of the Rights Agent
in the selection and continued employment thereof.
(j) No provision of this Agreement shall require the Rights
Agent to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties
hereunder or in the exercise of its rights hereunder if the
Rights Agent shall have reasonable grounds for believing that
repayment of such funds or adequate indemnification against such
risk or liability is not reasonably assured to it.
(k) If, with respect to any Rights Certificate surrendered
to the Rights Agent for exercise or transfer, the certificate
attached to the form of assignment or form of election to
purchase, as the case may be, has not been completed, has not
been signed, or indicates an affirmative response to
clause 1
and/or 2
thereof, the Rights Agent shall not take any further action with
respect to such requested exercise or transfer without first
consulting with the Company. If such certificate has been
completed and signed and shows a negative response to
clauses 1 and 2 of such certificate, unless previously
instructed otherwise in writing by the Company (which
instructions may impose on the Rights Agent additional
ministerial responsibilities, but no discretionary
responsibilities), the Rights Agent may assume without further
inquiry that the Rights Certificate is not owned by a person
described in Section 4(b) or Section 7(e) hereof and
shall not be charged with any knowledge to the contrary.
Section 21. Change
of Rights Agent. The Rights Agent or any
successor Rights Agent may resign and be discharged from its
duties under this Agreement upon thirty days prior notice
in writing mailed to the Company, and to each transfer agent of
the Series A Preferred Stock and the Common Shares, by
registered or certified mail, in which case the Company shall
give or cause to be given written notice to the registered
holders of the Rights Certificates by first-class mail. The
Company may remove the Rights Agent or any successor Rights
Agent upon thirty days prior notice in writing, mailed to
the Rights Agent or successor Rights Agent, as the case may be,
and to each transfer agent of the Series A Preferred Stock
and the Common Shares, by registered or certified mail, and to
the registered holders of the Rights Certificates by first-class
mail. If the Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall appoint
a successor to the Rights Agent. If the Company shall fail to
make such appointment within a period of thirty days after
giving notice of such removal or after it has been notified in
writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Rights
Certificate (who shall, with such notice, submit his Rights
Certificate for inspection by the Company), then any registered
holder of any Rights Certificate may apply to any court of
competent jurisdiction for the appointment of a new Rights
Agent. Any successor Rights Agent, whether appointed by the
Company or by such a court, shall be (a) a Person organized
and doing business under the laws of the United States or any
B-26
state of the United States, in good standing, shall be
authorized under such laws to exercise corporate trust, stock
transfer, or shareholder services powers, shall be subject to
supervision or examination by federal or state authorities, and
shall have at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50,000,000 or
(b) an Affiliate of a Person described in clause (a)
of this sentence. After appointment, the successor Rights Agent
shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Rights
Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent
any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed necessary
for the purpose. Not later than the effective date of any such
appointment, the Company shall file notice thereof in writing
with the predecessor Rights Agent and each transfer agent of the
Series A Preferred Stock and the Common Shares, and mail a
notice thereof in writing to the registered holders of the
Rights Certificates by first-class mail. Failure to give any
notice provided for in this Section 21, however, or any
defect therein, shall not affect the legality or validity of the
resignation or removal of the Rights Agent or the appointment of
the successor Rights Agent.
Section 22. Issuance
of New Rights Certificates. Notwithstanding
any of the provisions of this Agreement or the Rights
Certificates to the contrary, the Company may, at its option,
issue new Rights Certificates evidencing Rights in such form as
may be approved by a majority of the Board of Directors to
reflect any adjustment or change made in accordance with the
provisions of this Agreement in the Purchase Price or the number
or kind or class of shares or other securities or property that
may be acquired under the Rights Certificates. In addition, in
connection with the issuance or sale of Common Shares following
the Distribution Date and prior to the Expiration Date, the
Company (a) shall, with respect to Common Shares so issued
or sold pursuant to the exercise of stock options or under any
employee plan or arrangement, or upon the exercise, conversion
or exchange of securities hereinafter issued by the Company, and
(b) may, in any other case, if deemed necessary or
appropriate by the Board of Directors, issue Rights Certificates
representing the appropriate number of Rights in connection with
such issuance or sale; provided, however, that
(i) no such Rights Certificate shall be issued if, and to
the extent that, the Company shall be advised by counsel that
such issuance would create a significant risk of material
adverse tax consequences to the Company or the person to whom
such Rights Certificate would be issued, and (ii) no such
Rights Certificate shall be issued if, and to the extent that,
appropriate adjustment shall otherwise have been made in lieu of
the issuance thereof.
Section 23. Redemption
and Termination. (a) The Board of
Directors may, within its sole discretion, at any time prior to
the earlier of (i) such time as any Person becomes an
Acquiring Person and (ii) the Final Expiration Date, redeem
all, but not less than all, of the then outstanding Rights at a
redemption price of $0.0001 per Right, rounded up to the nearest
whole cent, appropriately adjusted to reflect any stock split,
reverse stock split, stock dividend, or similar transaction
occurring after the date hereof (such redemption price, as
adjusted, being hereinafter referred to as the
Redemption Price). The redemption of the
Rights by the Board of Directors pursuant to this paragraph
(a) may be made effective at such time, on such basis, and
with such conditions as the Board of Directors in its sole
discretion may establish. The Company may, at its option, pay
the Redemption Price in cash, Common Shares (based on the
current market price (determined pursuant to Section 11(d)
hereof) of the Common Stock at the time of redemption) or any
other form of consideration deemed appropriate by the Board of
Directors.
(b) If the Company receives a Qualified Offer and the Board
of Directors of the Company has not redeemed the outstanding
Rights or exempted such offer from the terms of this Agreement
or called a special meeting of stockholders for the purpose of
voting on whether or not to exempt such Qualified Offer from the
terms of this Agreement, in each case by the end of the
90 days following the commencement of such Qualified Offer,
and if the Company receives, not earlier than 90 days nor
later than 120 days following the commencement of such
Qualified Offer, a written notice complying with the terms of
this Section 23(b) (the Special Meeting
Notice), properly executed by the holders of record
(or their duly authorized proxy) of ten percent (10%) or more of
the shares of Common Stock then outstanding (excluding shares of
Common Stock beneficially owned by the Person making the
Qualified Offer and such Persons Affiliates and
Associates), directing the Board of Directors of the Company to
submit to a vote of stockholders at a special meeting of the
stockholders of the Company (a Special
Meeting) a resolution authorizing the redemption of
all, but not
B-27
less than all, of the then outstanding Rights at the
Redemption Price (the
Redemption Resolution), then the
Board of Directors of the Company shall take such actions as are
necessary or desirable to cause the Redemption Resolution
to be submitted to a vote of stockholders within ninety days
following receipt by the Company of the Special Meeting Notice
(the Special Meeting Period), by including a
proposal relating to adoption of the Redemption Resolution
in the proxy materials of the Company for the Special Meeting;
provided, however, that if the Company, at any
time during the Special Meeting Period and prior to a vote on
the Redemption Resolution, enters into a Definitive
Acquisition Agreement, the Special Meeting Period may be
extended (and any Special Meeting called in connection therewith
may be cancelled) if the Redemption Resolution will be
separately submitted to a vote at the same meeting as the
Definitive Acquisition Agreement. For purposes of a Special
Meeting Notice, the record date for determining eligible holders
of record of the Common Stock shall be the ninetieth day
following the commencement of a Qualified Offer. Any Special
Meeting Notice must be delivered to the Secretary of the Company
at the principal executive offices of the Company and must set
forth, as to the stockholders of record executing such Special
Meeting Notice, (i) the name and address of such
stockholders, as they appear on the Companys books and
records, (ii) the number of shares of Common Stock that are
owned of record by each of such stockholders and (iii) in
the case of Common Stock that is owned beneficially by another
Person, an executed certification by the holder of record that
such holder has executed such Special Meeting Notice only after
obtaining instructions to do so from such beneficial owner.
Subject to the requirements of applicable law, the Board of
Directors of the Company may take a position in favor of or
opposed to the adoption of the Redemption Resolution, or no
position with respect to the Redemption Resolution, as it
determines to be appropriate in the exercise of its fiduciary
duties. In the event that (A) no Person has become an
Acquiring Person prior to the effective date of redemption
referred to below in this sentence, (B) the Qualified Offer
continues to be a Qualified Offer prior to the last day of the
Special Meeting Period (the Outside Meeting
Date) and (C) either (1) the Special Meeting
is not held on or prior to the ninetieth day following receipt
of the Special Meeting Notice or (2) at the Special Meeting
at which a quorum is present, the holders of a majority of the
shares of Common Stock outstanding as of the record date for the
Special Meeting selected by the Board of Directors of the
Company (excluding shares of Common Stock beneficially owned by
the Person making the Qualified Offer and such Persons
Affiliates and Associates), shall vote in favor of the
Redemption Resolution, then all of the Rights shall be
deemed redeemed at the Redemption Price by such failure to
hold the Special Meeting or as a result of the adoption of the
Redemption Resolution by the stockholders of the Company
(or the Board of Directors of the Company shall take such other
action as may be necessary to prevent the existence of the
Rights from interfering with the consummation of the Qualified
Offer), such redemption to be effective, as the case may be,
(x) as of the close of business on the Outside Meeting Date
if a Special Meeting is not held on or prior to such date or
(y) if a Special Meeting is held on or prior to the Outside
Meeting Date, as of the date on which the results of the vote
adopting the Redemption Resolution at the Special Meeting
are certified as official by the appointed inspectors of
election for the Special Meeting.
(c) Immediately upon the action of the Board of Directors
ordering the redemption of Rights pursuant to paragraph
(a) or (b) of this Section 23, and without any
further action and without any notice, the right to exercise the
Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price
for each Right held. The Company shall promptly give
(i) written notice to the Rights Agent of any such
redemption and (ii) public notice of any such redemption;
provided, however, that the failure to give, or
any defect in, any such notice shall not affect the validity of
such redemption. Within 10 days after such action of the
Board of Directors ordering the redemption of the Rights, the
Company shall mail a notice of redemption to all the holders of
the then outstanding Rights at their last addresses as they
appear upon the registry books of the Rights Agent or, prior to
the Distribution Date, on the registry books of the transfer
agent for the Common Shares. Any notice that is mailed in the
manner herein provided shall be deemed given, whether or not the
holder receives the notice. Each such notice of redemption will
state the method by which the payment of the
Redemption Price will be made. Neither the Company nor any
of its Affiliates or Associates may redeem, acquire, or purchase
for value any Rights at any time in any manner other than that
specifically set forth in this Section 23 or in
Section 24 hereof, or other than in connection with the
purchase of Common Shares or the conversion or redemption of
Common Shares in accordance with the applicable provisions of
the Certificate of Incorporation prior to the Distribution Date.
B-28
Section 24. Exchange. (a) The
Board of Directors may, at its option, at any time after any
Person becomes an Acquiring Person, exchange all or part of the
then outstanding and exercisable Rights (which shall not include
Rights that have become null and void pursuant to the provisions
of Section 7(e) hereof) for Common Stock at an exchange
ratio of one share of Common Stock per Right, appropriately
adjusted to reflect any stock split, stock dividend, or similar
transaction occurring after the date hereof (such exchange ratio
being hereinafter referred to as the Exchange
Ratio). Notwithstanding the foregoing, the Board of
Directors shall not be empowered to effect such exchange at any
time after any Acquiring Person, together with all Affiliates
and Associates of such Acquiring Person, becomes the Beneficial
Owner of shares of Voting Stock representing 50% or more of the
total Voting Power of the aggregate of all shares of Voting
Stock then outstanding.
(b) Immediately upon the action of the Board of Directors
ordering the exchange of any Rights pursuant to paragraph
(a) of this Section 24 and without any further action
and without any notice, the right to exercise such Rights shall
terminate and the only right thereafter of a holder of such
Rights shall be to receive that number of shares of Common Stock
equal to the number of such Rights held by such holder
multiplied by the Exchange Ratio. The Company shall promptly
give (i) written notice to the Rights Agent of any such
exchange and (ii) public notice of any such exchange;
provided, however, that the failure to give, or
any defect in, such notice shall not affect the validity of such
exchange. The Company promptly shall mail a notice of any such
exchange to all of the holders of such Rights at their last
addresses as they appear upon the registry books of the Rights
Agent. Any notice that is mailed in the manner herein provided
shall be deemed given, whether or not the holder receives the
notice. Each such notice of exchange will state the method by
which the exchange of the shares of Common Stock for Rights will
be effected and, in the event of any partial exchange, the
number of Rights that will be exchanged. Any partial exchange
shall be effected pro rata based on the number of Rights (other
than Rights that have become void pursuant to the provisions of
Section 7(e) hereof) held by each holder of Rights.
(c) In the event that there are not sufficient shares of
Common Stock issued but not outstanding or authorized but
unissued to permit any exchange of Rights as contemplated in
accordance with this Section 24, the Company shall take all
such action as may be necessary to authorize additional shares
of Common Stock for issuance upon exchange of the Rights. In the
event the Company, after good faith effort, is unable to take
all such action as may be necessary to authorize such additional
shares of Common Stock, the Company shall substitute Units of
Series A Preferred Stock (or Equivalent Preferred Stock)
for Common Stock exchangeable for Rights, at the initial rate of
one Unit of Series A Preferred Stock (or Equivalent
Preferred Stock) for each share of Common Stock, as
appropriately adjusted to reflect stock splits, stock dividends,
and other similar transactions after the date hereof.
Section 25. Notice
of Certain Events. (a) In case the
Company shall propose, at any time after the Distribution Date,
(i) to pay any dividend payable in stock of any class or
series to the holders of Series A Preferred Stock or to
make any other distribution to the holders of Series A
Preferred Stock (other than a regular quarterly cash dividend
out of earnings or retained earnings of the Company);
(ii) to offer to the holders of Series A Preferred
Stock rights or warrants to subscribe for or to purchase any
additional shares of Series A Preferred Stock or shares of
stock of any class or any other securities, rights or options;
(iii) to effect any reclassification of Series A
Preferred Stock (other than a reclassification involving only
the subdivision of outstanding shares of Series A Preferred
Stock); (iv) to effect any consolidation or merger into or
with any other Person (other than a Subsidiary of the Company in
a transaction which complies with Section 11(o) hereof), or
to effect any sale or other transfer (or to permit one or more
of its Subsidiaries to effect any sale or other transfer), in
one or more transactions, of more than 50% of the assets or
earning power of the Company and its Subsidiaries (taken as a
whole) to any other Person or Persons (other than the Company
and/or any
of its Subsidiaries in one or more transactions each of which
complies with Section 11(o) hereof); or (v) to effect
the liquidation, dissolution or winding up of the Company; then,
in each such case, the Company shall give to each registered
holder of a Rights Certificate, to the extent feasible, and to
the Rights Agent in accordance with Section 26 hereof, a
written notice of such proposed action, which shall specify the
record date for the purposes of such stock dividend,
distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer,
liquidation, dissolution, or winding up is to take place and the
date of participation therein by the holders of the shares of
Series A Preferred Stock if any such date is to be fixed,
and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least ten
B-29
(10) days prior to the record date for determining holders
of the shares of Series A Preferred Stock for purposes of
such action, and in the case of any such other action, at least
ten (10) days prior to the date of the taking of such
proposed action or the date of participation therein by the
holders of the shares of Series A Preferred Stock whichever
shall be the earlier; provided, however, that no
such action shall be taken pursuant to this Section 25(a)
that will or would conflict with any provision of the
Certificate of Incorporation; provided further,
that no such notice shall be required pursuant to this
Section 25, if any Subsidiary of the Company effects a
consolidation or merger with or into, or effects a sale or other
transfer of assets or earnings power to, any other Subsidiary of
the Company.
(b) In case any of the events set forth in
Section 11(a)(ii) hereof shall occur, then, in any such
case, (i) the Company shall, as soon as practicable
thereafter, give to each holder of a Rights Certificate, to the
extent feasible, and to the Rights Agent in accordance with
Section 26 hereof, a written notice of the occurrence of
such event, which notice shall describe such event and the
consequences of the event to holders of Rights under
Section 11(a)(ii) hereof, and (ii) all references in
the preceding Section 25(a) to Series A Preferred
Stock shall be deemed to refer, if appropriate, to any other
securities that may be acquired upon exercise of a Right.
(c) In case any Section 13 Event shall occur, then the
Company shall, as soon as practicable thereafter, give to each
registered holder of a Rights Certificate, to the extent
feasible, and to the Rights Agent in accordance with
Section 26 hereof, a written notice of the occurrence of
such event, which notice shall describe such event and the
consequences of such event to holders of Rights under
Section 13(a) hereof.
Section 26. Notices. All
notices and other communications provided for hereunder shall,
unless otherwise stated herein, be in writing (including by
facsimile, telegram or cable) and mailed or sent or delivered,
if to the Company, at its address at:
MarketAxess Holdings Inc.
140 Broadway, 42nd Floor
New York, New York 10005
Attention: General Counsel
And if to the Rights Agent, at its address at:
American Stock Transfer & Trust Company, LLC
59 Maiden Lane
New York, NY 10038
Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any
Rights Certificate (or, if prior to the Distribution Date, to
the holder of certificates representing Common Shares) shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed to such holder at the address of such holder
as shown on the registry books of the Company or the Rights
Agent, as the case may be.
Section 27. Supplements
and Amendments. Subject to the penultimate
sentence of this Section 27, the Company, by action of the
Board of Directors, may from time to time supplement or amend
this Agreement without the approval of any holders of Rights in
order to cure any ambiguity, to correct or supplement any
provision contained herein that may be defective or inconsistent
with any other provisions herein, to shorten or lengthen any
time period hereunder, or to make any other provisions with
respect to the Rights that the Company may deem necessary or
desirable, any such supplement or amendment to be evidenced by a
writing signed by the Company and the Rights Agent;
provided, however, that from and after such time
as any Person becomes an Acquiring Person, this Agreement shall
not be amended in any manner that would adversely affect the
interests of the holders of Rights (other than Rights that have
become null and void pursuant to Section 7(e) hereof).
Without limiting the foregoing, the Company, by action of the
Board of Directors, may at any time prior to such time as any
Person becomes an Acquiring Person amend this Agreement
(A) to make the provisions of this Agreement inapplicable
to a particular transaction by which a Person would otherwise
become an Acquiring Person or to otherwise alter the terms and
conditions of this Agreement as they may apply with respect to
any such transaction; and (B) to lower the thresholds set
forth in Sections 1(a) and 3(a) to not less than the
greater of (i) the sum of 0.001% and the largest percentage
of Voting Power represented
B-30
by the then outstanding shares of Voting Stock then known by the
Company to be Beneficially Owned by any Person (other than a
Grandfathered Stockholder, the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or any
Subsidiary of the Company, or any trustee or fiduciary holding
shares of Voting Stock for, or pursuant to the terms of, any
such plan, acting in such capacity), and (ii) 10%. Upon
delivery of a certificate from an appropriate officer of the
Company that states that the proposed supplement or amendment is
in compliance with the terms of this Section 27, the Rights
Agent shall execute such supplement or amendment;
provided, however, that no supplement or amendment
may be made to Sections 18, 19, 20, or 21 hereof without
the consent of the Rights Agent. Prior to the Distribution Date,
the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Shares.
Section 28. Successors. All
the covenants and provisions of this Agreement by or for the
benefit of the Company or the Rights Agent shall bind and inure
to the benefit of their respective successors and assigns
hereunder.
Section 29. Determinations
and Actions by the Board of Directors. For
all purposes of this Agreement, any calculation of the number of
shares of any class or series of Voting Stock outstanding at any
particular time, including for purposes of determining the
particular percentage of outstanding shares of Voting Stock of
which any Person is the Beneficial Owner (or the particular
percentage of total Voting Power of such outstanding shares of
Voting Stock represented by shares of Voting Stock of which any
Person is the Beneficial Owner), shall be made in accordance
with the last sentence of
Rule 13d-3(d)(1)(i)
of the Exchange Act Regulations as in effect on the date hereof.
Except as otherwise specifically provided herein, the Board of
Directors shall have the exclusive power and authority to
administer this Agreement and to exercise all rights and powers
specifically granted to the Board of Directors or to the Company
hereunder, or as may be necessary or advisable in the
administration of this Agreement, including, without limitation,
the right and power (i) to interpret the provisions of this
Agreement, and (ii) to make all determinations deemed
necessary or advisable for the administration of this Agreement.
All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y)
below, all omissions with respect to the foregoing) which are
done or made by the Board of Directors shall (x) be final,
conclusive and binding on the Company, the Rights Agent, the
holders of the Rights and all other parties, and (y) not
subject the Board of Directors or any member thereof to any
liability to the holders of the Rights.
Section 30. Benefits
of this Agreement. Nothing in this Agreement
shall be construed to give to any Person other than the Company,
the Rights Agent and the registered holders of the Rights
Certificates (and, prior to the Distribution Date, registered
holders of Common Shares) any legal or equitable right, remedy
or claim under this Agreement; but this Agreement shall be for
the sole and exclusive benefit of the Company, the Rights Agent
and the registered holders of the Rights Certificates (and,
prior to the Distribution Date, registered holders of Common
Shares).
Section 31. Severability. If
any term, provision, covenant, or restriction of this Agreement
is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.
Section 32. Governing
Law. This Agreement, each Right, and each
Rights Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Delaware and for
all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts to be made
and performed entirely within such State.
Section 33. Counterparts. This
Agreement may be executed in one or more counterparts, and by
the different parties hereto in separate counterparts, each of
which when executed shall be deemed to be an original, but all
of which taken together shall constitute one and the same
instrument.
Section 34. Descriptive
Headings. The headings contained in this
Agreement are for descriptive purposes only and shall not affect
in any way the meaning or interpretation of this Agreement.
[Signature
Page To Follow On Next Page]
B-31
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, all as of the date first above
written.
MARKETAXESS HOLDINGS INC.
Name: Richard M. McVey
|
|
|
|
Title:
|
Chief Executive Officer
|
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
|
|
|
|
By:
|
/s/ Herbert
J. Lemmer
|
Name: Herbert J. Lemmer
|
|
2009 ANNUAL MEETING OF STOCKHOLDERS OF MARKETAXESS HOLDINGS INC.
June 4, 2009
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
|
|
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual
Report, Notice & Proxy Statement is/are available at www.proxyvote.com .
|
|
|
|
MARKETAXESS HOLDINGS INC. |
|
The undersigned hereby appoints Richard M. McVey, James N.B. Rucker and Charles R. Hood, jointly
and severally, as proxies and attorneys of the undersigned, with full power of substitution and
resubstitution, to vote all shares of stock which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of MarketAxess Holdings Inc. to be held on Thursday, June 4, 2009, or at
any postponement or adjournment thereof.
You are encouraged to indicate your choices by marking the appropriate boxes, as specified on the
reverse side, but you need not mark any boxes if you wish to vote in accordance with the Board of
Directors recommendations.
Address change/comments:
(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
Continued and to be signed on reverse side
|
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
X |
|
|
|
|
|
KEEP THIS PORTION FOR YOUR RECORDS |
|
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
DETACH AND RETURN THIS PORTION ONLY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
All
|
|
Withhold
All
|
|
For All
Except
|
|
To withhold authority to vote for any
individual nominee(s), mark For All
Except and write the number(s) of the
nominee(s) on the line below. |
|
|
|
|
|
|
|
The Board of Directors recommends that you
vote FOR the following: 1. Election of
Directors Nominees
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01 Richard M. McVey
|
|
02 Roger Burkhardt
|
|
03 Stephen P. Casper
|
|
04 David G. Gomach
|
|
05 Carlos M. Hernandez |
06 Ronald M. Hersch
|
|
07 Jerome S. Markowitz
|
|
08 T. Kelley Millet
|
|
09 Nicolas S. Rohatyn
|
|
10 John Steinhardt |
|
|
|
|
|
|
|
|
|
The Board of Directors recommends you vote FOR the following proposal(s):
|
|
For
|
|
Against
|
|
Abstain |
2
|
|
To ratify the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for
the fiscal year ending December 31, 2009.
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
3
|
|
To approve the adoption of the MarketAxess Holdings Inc. 2009 Code Section 162(m) Executive Performance Incentive Plan. |
|
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
4
|
|
To ratify the adoption of the
Stockholders Rights Agreement. |
|
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
NOTE: UNLESS
OTHERWISE SPECIFIED BY THE UNDERSIGNED, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2, 3 AND 4 AND WILL BE VOTED BY THE PROXYHOLDERS AT THEIR DISCRETION AS TO ANY OTHER MATTERS PROPERLY
TRANSACTED AT THE MEETING OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF. TO VOTE IN ACCORDANCE WITH
THE BOARD OF DIRECTORS RECOMMENDATIONS, JUST SIGN BELOW NO BOXES NEED BE CHECKED. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This proxy, when properly executed, will be voted in the manner directed herein by the undersigned
stockholder. If no direction is made, this proxy will be voted
FOR Proposals 1, 2, 3 and 4. |
|
|
|
|
|
|
|
|
|
|
|
For address change/comments, mark here.
(see reverse for instructions)
|
|
o
|
|
Investor Address Line 1
Investor Address Line 2
Investor Address Line 3
|
Please sign exactly as your name(s) appear(s) hereon. When signing as
attorney, executor, administrator, or other fiduciary, please give full
title as such. Joint owners should each sign personally. All holders must
sign. If a corporation or partnership, please sign in full corporate or
partnership name, by authorized officer. |
|
Investor Address Line 4
Investor Address Line 5
John Sample
1234 ANYWHERE STREET
ANY CITY, ON A 1 A 1 A 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHARES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP # |
|
|
|
|
|
JOB #
|
|
|
|
|
|
SEQUENCE # |
|
|
|
|
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
|
|
|
Signature (Joint Owners)
|
|
Date |
|
|
GRAPHIC
2
y76595y7659500.gif
GRAPHIC
begin 644 y76595y7659500.gif
M1TE&.#EA.@$S`-4@`(2;O$9HF\+-WO#S]Q=#@;Z>$,NR0/OY\#9K,.79H-W,@.'G[]C%+LT/?RX"=/BL.E(&6"J[+!U55UH]"X
M4.'2D.K?L'2.M).HQ;J8``@V>?___P``````````````````````````````
M````````````````````````````````````````````````````````````
M`````````````````````````````````"'Y!`$``"``+``````Z`3,```;_
M0)!P2"P:C\BA0I%L.I_0J'1*K5JOV*QVR\T*/@1&=TPNF\_HM'I-A!`^'\J`
M3:_;[_B\>H"`PS%Z@8*#A(5J%GY^`(:,C8Z/C!V)B1>0EI>8F5I?DWYAFJ"A
MHIING8D(;O\$(*Z<+$5`X-V/'[
MVLGTN00@W*N@CY_!8]'^":L6Q4$!"0%AAX@2MS("UW%7!V>+/#@
M@*-)6O,^3A/09*2&DS!7^5.I+""2D0MBZ@R5D.8T_X9$1AH8HR"`T:,!+DK!
M@%0,&0Y(`S`1M,&`U:LY=T:AZ%.94B$',GC(-P;"!0[2_`B$)FA]PJ$KO9`@#C3P4$"OF9EPOCH)X/8,!$6")N#%.VYODI1^T[$<
MZ2%!&L:)UC9!#.>M&!`U6(QBNPB#M3PL`+@@0H```!@KT`AZH
M4/*SKB<>2Z-!78;/DPJK[VXPMZ&`APJ#2589`'P:!@6ID$!0@,$;JMEH0'L*
M?^3Q!_4?3)=A/N:5DPUX,XB]ZX[!64SD@0>+/!``0:P.$6%L`1@CQ4*
M.&C*A.E]``!%%"21D`6<*'?&AEITZ&$2!^!5@!#6W?42&A,D\,`#&B10(I()
M:##E!@0V<4`"#DSI0)=#6`5"BBMFH)H4F%&3(18UYN)4C@"TB2,1P4`09'Q$
M`.#GGP!T()\`@/H)P@`7_,D2D2`D"H!H($``U5$)$F&DCG[>"8(&>&7%F5T-
M'*$:7J$2<4"3=E4V1`)UK6;`=$C@$UT!"UPI1#O1I5B0F6.-)<$#'D11VS*:
M;@&`;>L9MXB#`2`!7+-[RN<'!49)PPP##28R+&1$!@.8$!4:Y8E3ER;2;!'0
M22?_Q(AW:51$=G>I"@*(8Q4Q:JXI&G%`J_B2%12^=A4F1(M)LDI0`TL^P9TI
M'"C(!380E$>-LB``D,B;*;$4+1%P3#B`Q`2PYR`!`0APP1N+;(@(`3@B@D$J
M$'3#C!`6PY$$BGO7958$"Z\19![UA'3Y:5$$1?UW2G
M0CB0H@$22&"`6`]`8>`'",Q)AM418'.!C8G1>6A:B@G!&`)";#R$CD7,A*-Z
M#'V1,ASK#,#8S!6#781[@@]1\Y%'?)KO$$3K7(352DX@`:K:K:HDK"!`?E>7
M.!?M+K"L#2%9SEUJ;M<00FD`VUBV&@$CHUQH7L!T`R3W_T&Q6S"VR^N0&`#O
MXF7B]>00H-OU=/H>=$T$Y98G3032P:*/:ME/M!F'V&0$?9?[C4(6_[B@.R$0
M[@.**4^/XG8Q(A#@"'XXE]NLAR?E+6)8%E!0,!QVN'4<+E9X:0VZ\G.]\4V&
M($08W5V,P#V=L:\!Z$%"`D*H/2=(@$RCLPS94O5P;0
M`!B71JH'<)(*TZ/``,<`/@]\L@@G\T/;M/#')TX+>AP@0B$-B`@*/"J"QJ.@
M$3R!S&6"00J8)$+42EDT)%&.,+:J92F[M*]2XF\(82EE!N;XA,,%P&&T=)43
M8F9'/RY/"!?J6,UZU\`^@>%;S9R@S1BI(XH$LPA^0.<1HCF$:U)S0#>)3G^(
ML,6#XM`!K"1A$7#5+RO$D]8TKCC%C2Z
MFJ?QI9$"I4)(]<)+>^SKHA4.X)"<(JFN_)G"*PCPIHR:,D/$)*R'J%D(+`-H25&^$RI-)%
MMG07AP/*]/K*/+Z>E:5"T&3[$L#9SGHV:D=EJOI">9V"S/`N/@3G9!AW%:P5
M(91FC$!K<7A3,T:A/(`K@V@G(]M6WZD><F
M>4+@`Q;12MK`)@DOM@4!T5#84*?2#W-"@.TI4U4$]GG*KE7#_RXTP38\,DS@
MKW:F
M&0'+-;W'O@)X#Z_=8YR2+DRYXI#V?!BV913:`ETRN#4ZJ:5";7(KU?L.`1?%
MDAMB,&"RZ;TGF0!>[EP00XP]?0`#?NH&CJ)Y6G7=9S)=\]G_B`#AAPS!A"RZ
M9FHU6U$)'Q2%3ZA-B<=PXNCT5@I\>&1A76Q`,*`3>#:&`U^3FV/BN3@88%@+
M5=5\IV@JSG%-H%QKQI==+Y)*'[M%\95V*F@F&_2$'#4D`K;!]+1`9ERE4<(^ZK9)X>W&7B9B`+M#>:E/NR$:(V/CV:RH3R<@#]
M6'-4(DA`K0VH=6:U>9T'!)8(3(GJ*/@`W$+H20#"3L.QD4V+*$WI`1M(-!'`
D-*4JR7>B89I2`JZ-A!W]@@_UM8RXD<#H6?BMO>-.-Q*"```[
`
end
GRAPHIC
3
y76595y7659501.gif
GRAPHIC
begin 644 y76595y7659501.gif
M1TE&.#EAI0`W`(```````/___R'Y!```````+`````"E`#<```+_C(^IR^T/
MHYRTVCL!P+S[#X::L87FB:;5B)3J"\>?V\KVC3-L0N?^G^K5@,1B9Z<0&I=,
MG4/9C#:A)*D5@P11`]NK-QE\?L>/K+;1)7_3%ZA9+56R+?(Y'"A7Y>_$]V&/
M(N3')S-8Q:/78D<8V"68^/>R&&BBX8@81C*902=2:+]HN9YI)Z.UO+>4(KBCN,VV8;O:SCZ.L$O9E%
M#%$R+>&-]7V=NXJ*M,UZ2%D>9-VVT/W>3>S,7OG20P0[!:BP(^V<7E7"N8$=X\0"CA[4M(O(+V.:[P(35%3Z\$;%BLXL;S'S$
GRAPHIC
4
y76595y7659502.gif
GRAPHIC
begin 644 y76595y7659502.gif
M1TE&.#EAG0`]`(```````/___R'Y!```````+`````"=`#T```+_C(^IR^T/
MHYRTVOL`P+S[#U9;2);F*8WHRK:=ZL;RK,"'3>?Z2VWX#@P&?L.:\(@LIA#$
MI-/4A&F>U%DS,:V2KLFK*JL-G[Q!+E1\FYBWN;50`\:FY2CW!6RO,B(
M9A`'^..WQ&)CJ#-(IXCA>,B'!MK96SHZ_/B[RP5;5\Q$S+Q+FWN&*/6\\\6@
MBWQCWPEX;_JV>,KUESNH;C!^YV@S\F/]B71][QNX`
MY.#.7QU[X]X!(_]`TF1/$$)Z^AQHS?!Q"L&`ZD@C5
M8`SI;*3*E1?Y#8-$2F;'3RX8Q<')TN#!EA$R.MLCLA?0F2Z''BN:1URN>QNK
M8JJ1*57,>":[>=$:%$_#?TD+#II"5>QIT,@VQL2V"R:918??EIS2A`6.*.
MGL-,K>OBMI0W7R[K0S3)0I9?>^K,E@;8U:]KWP9L.5O`W%*S]46)&(A;QVF"
M\S$>"V_6R\659+E>&NY.;=S+11-N'?+4D9P=IY6'BJW85][R,A=:_M#Y6CE]
MJ^=]L/5[^-W[;RP\F5XEF&E6%#&$847/&P#JAA]"LG'2Q8(0?IA$`0`[
`
end
GRAPHIC
5
y76595y7659505.gif
GRAPHIC
begin 644 y76595y7659505.gif
M1TE&.#EA"P![`.8``(6"@:FGIM[[M[&9B
M879R<8F'A^GHYTU*28%^?7%N;,_-S$5"0MO9V,C'QX:$A*&>G:6CH;"NK=_>
MW5514,S+RNWLZVUJ:8Z,C./BX2@D(UE658V*B>CGYIN8ESXY-_+R\F)>77IX
M=]S;VKZ[N:JHJ,_.S?'Q\7QY>$(\.K>UM:ZMK)>4D^'@W\/"P3HV-IB6E)22
MD5Y;6I"-C;FVM=_=VTA$0Y.0CX2!@<7#PC8S,_?W]GMX=VMH9[.PK[6SLGY[
M>Z^LJZNHI9ZXJ(B/O[^^?EX_W]_?CX]_GX^#LX..7DX^3C
MXKJXM_#O[O3S\O;V]7UZ>?KZ^?7U]/;U]*.AH&=D8_/R\<_+R.GIZ+.QL,S*
MR>OKZG]\>]74TS0P+X-_?^SKZ8^,BNKIZ!\<&XB%@R0@'YN9F>?GYI^=G(!]
M?%!-3*BEI,K)R&-@7_'P[]'/SM+1T%Q7Y[>71P;LW+R____R'Y!```````
M+``````+`'L```?_@'^"@X2%AH,D%U>'?R@]'3<-ADV"8Q(N9X24@P(7A`6,
MH80'%*6E!X1?$D.L0S>$)FZBLX0MF8P3(K2#?B\A.S4:,X0+!WEO6'Y"A`Q.
M?Q*"#(1*5']Z?QQFNX(9&E,24PX3A$*H@BDHA"[#@E0NA%9?%4T5"F.&:F&2
MHAE*H;:$H&RPX:'.B$)>.O2H8:9#'D(^HOSQ4T2`%F)^_B2A\4?:H`]]7N2`
MDH4CH1069%@P-^C(D!PR/'D"-+GCQ9#!PY600=
M(=3!BXXEJ+1NRD('AE8;H/XX<8$#K=H_;,>&DB&*]NS:H;",$T3A!0\*@K0N
M^)!%08ZL-<$(\D)`5M04@P(P(32BZPPD=E[_J;#EPY0]+@`0FG,%!AG5%0@%
M(%`$PHXZV@9MP0"!SI`T6+==0#,%20T@/0VB!0=LO`%%'$80`D`7?YS5$2%'
M5/%'8QSTD%0$$O`@X1\>$$+`&57@8`%R@_B@'!0`K)$&(76PE(.#NTR`PQV+
M_/'*(`L8D(<#19`HR()_;$$`">D-LM(@`-QA"*D73V!AR``\.*"!`R]$0(@6
M&_Y!Q3*#N,!2"EP*\L,051&`@`I)=?--.+L)4LX@Z*C#CI;O1"4//?;@HX\A
M#2"P!!I+G'#0(`2<)P@+!*BSSQ]EU"D(!@AX$--,AAB`A`K:_='GGX$.*DBA
M@R"JZ""-$@*II#(=1D@&`^P`12$??%'""R6<,.1ICTQP^.XMJ8('A,-T@,
4(2@10!(A!%"(%"Q0$$$0@P0"`#L_
`
end
GRAPHIC
6
y76595y7659503.gif
GRAPHIC
begin 644 y76595y7659503.gif
M1TE&.#EAT`+J`>9_`%)+2I&,B5M347)L;&)<6@X,#,C'QFEE9(.!@+V[N2LG
M)ZZKJ8)\>[FULSDV-9V9F/O[^J"=FWITZ:C
MH<3!O9B5DTE`0+"MJ^[N[-73T<'`P-K8UL"]N^KJZ/;U]>'@WJ2@GL?%Q,[,
MRLK(QD5#0]+0SI20CN?EXZRHIE114+.PK=WSL
MZLS*R'5R<;JXM6QH9UY:6=;4TH5_?>7DXL3"P6YJ:;:VM>#>W)N8EEA/3F5?
M7K6RL-K9V-;5U,K)R-[=VW5O;N3BX8V'A=S:V?#Q[L;$PM+1T(Z*B,_-RXJ(
MB'UX=N3DXH^-BX."@DA&1>3DX.SJZ>?GY;>SL4]&13\\.^_P[3`L*X>%A+*P
MKUM75H^-C1T9&?#O[H:#@4M"0C0Q,$M(1T)`/_3S\O3T\T=$0X2#@R4A(=_?
MW4I'1R(?'S(O+_W]_?CX]TU$0^;FX^OKZ=34TO____'R\/___R'Y!`$``'\`
M+`````#0`NH!``?_@'V"@X2%AH>(B8J+C(V.CY"1DI.4E9:7F)F:B!M9GI^@
MH:*CI*6FIZBIJJNLK:ZOL+&RL[)>F[>XN;J[O+V^O\#!N64:Q<;'R,G*R\S-
MSL_0T=+3U-76U]C9VMD[PM[?X.'BX^3EO`=^Z>KK[.WN[_#Q\O/T]?;W^/GZ
M^_S]_OW=S`D<2+"@P8,(#Z'[Q["APX<0(TJ<2'%>P(08,VKU*LV;=P_^,>
M1,NVKMV[_]S*W`,+'NQ.K]_#B!-3`DRXL>.ZAA5+GDQY$./'F#-+
MC5RYL^>]ES6+'FV3\^?3J+.&)LVZM4C3J6/+[KDZJHB05)[0O#VSAVYX/?W\,5]+UI>(ON3]4N>MXZ]>OOX``9(T'Q$Y0?1?289.-)^[Z37GW8"
M1BCA-P0.I:!#")9T84@,NN/@>OXUYMZ$))8(285";F@J0Z=
M:;'IYI_)P5F3G?;P^1"A_N#IAY[I&/J5GX!&&IN@T3D78H(T*6^^_L0H++K84C:L/OZO."_#"
M?-T[DL'F2@MO@];N23#_6^@RK/%*#@.9;[L3>UAQHQ>ON?');W4<4@HA]3`'
M32S/A,3+\&S1`SPN*SR6%"#T[///0`N.%1"]#W7XI!'?L_@A1^.2^*29SY3
MXWYK[OGGE`]EN"Z8?VYZ19P_?OKJBH.G/]'W`H6O_OOPE'_3^<##;_\_[)OC_OW\RV\3_<_CGP#SD;]R
M[&^`[_-?30"HB0,B4'(%)(<#'R@^!=*$@9F8(`45%\%QL`$!(`RA"$=(PA*:
M\(0H3*$*5\C"%KKPA3",H0QG2,,:TM"",\$@3#;(P^DYSB!/^(`0ATC$(AKQ
MB$A,HA*7R,0F.O&)4(RB%*=(Q2I:\8I6M!SOM!>['GK1#QU$F1@9L47?;>^+
M/0QC.#8P`T$L(`%WJ$`)S""490A1_T80A5
M@((@L"`#(&R@#VYXP`6PP,<'&("/6.@#):O`@A%$DO\*?:#"`S3)1P-4H)(=
M^<"_RMB\,Z)Q@VH$1QF,((@S9&`"9[`"&PK0!0OLH``OD``("K"#8M:Q#V40
MPPX$4(`9$,`!=S""%@91`!!DH0`=:($"7#"`%Q"3`E6H0S$'T`=@[@`,8M#F
M&?"P`064\P7%3``6C%"`,OB`(U$HP"J99S[G-?"5/(SE-S)PACZPP`%#*$`4
M!"$&"_3A#@4P0!^&B0(4M%$09>C&"IIY@P(0X`R&%$0U$5"``B1AFQ/59Q^J
MX("*AJ"<(.@#&0J@S0),H9WE?$!%:]"''Q1`E8?@@050<(8>(,`!9ZC!!,K0
MASJ(`0$7.`,*+,`#043``77_4$`+IB"&`L3`FPJ0`AGJ<($Z+.`,4HB"`AK@
M@#Z8H0QXT$(!UO#5`H"!#`HHP"@%X8(Z%&`,*SV#+:/J@`+PX`Q@*(&26-E/
M5P(4@0+U!@W68`(P,.`#!5!L'P"0!9&>(*4J4`$;!E&&,R@@JU?H0P8*4`5"
M5#,+;5#`#E`Z3$%4X0RAS4$YSU"`,QQ!FTXH@!'<.=?02J$/+2C`<05Q`P-(
MM`\)J(,9"H``,%C`#CH0PQD,<`8L@&$,!%P`[J0``(,&$""'A!#0H@`C"<(`@`>,,!>%>`/3A@!QTH@`P$(8<-H*`*
M0CA#_PAT8-8"`($):]CO`A;+S_GY,X./I6!DO<&`PBJAHR)X:$,?&M$^`$&E
MA,@H0\T@TN>*U)HVV&@!7)!2VZK`M2"H0`$NH,T/[)*X,1V$3X':APX(5A`0
M*(`"DEF''FR``&VP01O2T(,ZV($'>85`>>&P4BUDP09]N&\?3J#/U6:@#RDH
M0!L>^0(PU*$/-L!`'[P`@-J>80TVL,$%1)H`/'2!".XLIP5H>N8^G.&'-V*L
MAQT;8OZ-6!@&*(`8!#&!`E@!#KST;$J+N8,Y8%29]-QP.6T,TT:7H0!]J^U*
MQ5E,F*9Y#3)0P`<\H.EW%M,6R5WN(6Q0`"C4LP])*(`$JO_0XE>CH0!HSD$%
M-@!K,+"@T5)X]`N8$`(YD/2E9Y!##/K0`&+VP0)R4"L6*`H``41`#D,PPA#:
M8(0T%&`%W3U`&]C\@T8_FL/P&(#`!T[P@AM\`&;0APXOH<%*B^;2P;@#"W`@
MB#NX8(ZIM6W:]LC'PP$2CT*XPR)_QT@@\#@&4QBT##+9ATOR49,+1D,5/O``
M/PIAE)NL`A`@604_(@(($>C#!I0@"#/,X`E5$+,2'&J"G5?``!9@`PLV<`>3
M"T('<2`"'D1`A#X0(<4V",(@+`!4,F3!!!!XPQ0L<`4+Q"$)D=S#",PP!B0@
M>PQTW$,5W&!U"R0!X&;LHL,M#>G_?VT``)"PPAG(.\;L!1Y]@R=\XQE!`YY.
M7A"2_M^'=QCY^T'\\BC+_`(WS_#.>[[P`PFR("J0Y$2\00I#<&@B0,#X02#!
MYX_8N2#P(&Q"0(#5E'A`"W1_BS=(5`*,J,""$?%91GP6^9O0P1"@G`,6.&*O
MB``^(J"__4*```D/L+LEK-#:1(C^@J2W1,--WYC/^V(#`=G!(VO@AHK?@!`X
MJ((!;$`"$D#9`X2P`0$@"!X@`>X7@@H10`SR%`P(@
M4X+0?[L7_X*"@`,`"`$D"`'WATR"X`8Z^'\8U609*'*",`)*2`-*"&66`P&*
M)`A0H'^"L`0`\`06B(%W4']0%H1,U0<>$()`*`@UV`V`=K<`8L<`8.D&X7(`=K0`"#((!5(`=@(`=`D%4C8`=@
M``80\`)BH`.<*%4XP(H`,%-HU@>X1`9!@%0+95`%P`0*8&UVT`9GT`$!H`!K
M(`>;A54U\`)M4`E50`(!42"<'#J`%-;`&;;""T#6/;7`#G"@':4`"0`8N!((%`]!6)G``(#"4NG4&=@``*28&),@"
M)/D`#HE]AW!^.91^E;!^B"@8BL@+C)B/&W``$Y`"26`!0`J`!#4`!'A03`'0=7#0!6M@`5+@!@#0!2M`3C;0`F7P`9GI
M8@P@`K>8261`!.+H:!^@D7@@!R00F6?P!F^P71NX73\V!54`!S=``VVP._MX
M`24@!@8`!M0AA"I`<045E3GPAAT``4QUC+IE`!A0!0RP60E0`!$@!2&8!"VP
M`MJ9G%'P`A;P9A/P7)O9F7WPF1L0=(*PF(U9!DBP35,`!@-@`G;D!AM8`'C@
M`A/0!R:P`U4`1XAW!@M0H4`P;IM5`AYP!B+@`"X@`3QPA^*H`%U``&45`15@
MG`!P!TA``"O`_Y?(I0!W,`2UB7B*8)8RL7#JMY;JTY:[$`&BV`<$$`$Q4`4V
MP`,Y0`!X!$IZN7\K505KP`!]5%X!@$=XAI@?```'@$=)$(9,!0*'-Z95D`2Y
MN9D=4*&O*`@M()HMH`=ML`,`L`,!T#<`T`(ND`-KD)]]L)F;99NX.0@0(`8'
MX`(/X*!`,`7!28X_-@@`8`5,Q8R.9@#-J:D&)900@`<^FH_[V`+:1`*4N09=
MP%0JH$H%E0!E4`8[MP0D<)X;`%A#,`"O>(>4JJ9EB@,*@$
9P5]H`,\8/^%S4D$
MWBH#&?<")'`'Q[@&>.0"*@H"^XEF?X5';A"&8A`$+'``%X"K7B"(+P`".Z`!@J`$.Z`#:(9'1+";`&!YI-A:
M-H"8%6`!!'`"8"`%9CI1M5JR#B`%=D"E26`$.``'(!`$@-4'-$`'3Z!5)P`'
M/3L!>UJH;:`#.>`"&TBH?7J;=C"(?7``S#@$+R`"91`%!V`%+O!3D[IZ!6!]
M#A`!$0`&2M`&5\"P!`H@`@R0`^^Z!V?PDF6`!9AIGH(@`4PY"&L@!%5``/[ZHX4X>H=(
ML-)CL+KP`PS``'K@K"R``'4$`DR`K%!F!0G0`7V``Q1G`A(@;"LP`^C;9%T0
M`^2D`P-`<;:P9WW0!"MP!_0[:`;0G@_E`RG0`DRP`&S8`8WJ?QE@!2NP`#/P
M4D=``A\@`>9[!&+X61'L!1Y@`-8G"!UP`()@`#D04S
M\%D$;,`KT`2$H`-,8+]BB`$6(&9$JU@R_$A](+\@<`X,8F\'=W8`$8LW^P%AR($^\``U0`(6#+UD6B!!T"';AP$"``"?"`#6D`%5J#.?=`&'R`%
M=R4(U[101+"UA<`&0^1',:`$?H0'?XQ,UC<".*#_2$_P!"VPV"?=!WM@9%/P
M`7C0`5,M!31P`S@@@!"3P!@-@`89FU7WP!%*`!B1P8H-0`FPPHD,PB(A]B8+0!"C@
M@WZT![/:P8*@TQ``O"*PI!A8`RN0!=;W!$J`!Q[`!HH%W(4@!7:'!R5@Q9"0
MTB*QTB?BTM4+T>4P!1$P!3P@ICI0`&EP!````&-`G01``0!``"]@!+^:`#90
M!@+P8DP@`2L0`2\``#2V!D:P!E1Z`5/0!Q%P`A/P`@+`?7+;!PJ``@YP``X`
M!"C>`!(@UH/``K[;!TH0_V&+U`=:4)E-``/(1P4WBV?S[*!]D`5@T`T'H`74
M+0A^+41O<`+TC'A&4`9L<`,*``!7(``\,`$0``8$@&A&,+0QYCC^Y0`3```#
M0`=D\`03P`-EH("ZN@8-``9&H`)=(`)6OM#W#``\H$]&\$P)L`,_8)Y3J``\
MT`8X(`4O`*4IL`8`T+9E,`$D(.@-,`#Y/8A3(`?O&>=D$`)EH.8A&`,``$\/
MX%!#->6#X-\`?@0%$`2"+@AHL.!KP`(23L][.P5>(``"`,!],`43'@'Z6J'M
M';WH-[WR/3LPG0E9T`GAO8%:M4YX4)L26`%B-UJ7=`))H`1K8`!:I8_,7E!H
M=O\$>DRH*AIT:S"(=+M=TP2=8HT".^#B@W#L@Y"VNG@".K`&>``&$B8(8.`!?\7T@!E&IJP:PF0-P``H[B)T`
M[BK/`@H;A'7@?P4&!NQ9!5R@`"I@8XCGC4*EL$^0F+NJBV>5ZV6@L!1WA.%9
M!@"```JK65K01C,`G2ME`.MN`5D``G38G/EX.`\`"`M]8RQ!!!8%?65]!16.
M)'U[XN;J[
MO+V^O[E"%:_$Q<:N61M9'XI]_PHM`QAC+RT`?14!S095055C9T!K)CLH+V-C
M<,T@&Y1=;0]@(&4`#W!XE&42"&<&+WTL53J4$;$#FZ9DF?&SH8#)ICD$/$B`@\:SUHH
MN+9#4YEA?<3(Z_/"P"4R=#+8(-GGP0L-F#:`8#"!8@U*.YBD*:"$#<4X?8+8
M@9"ISI@)$3*PR5"FQS(692(XN*(0!YP'1@11`A-"H;P,->&4H.1B`A$[7N@\
M<&!`9J9HTRKUV;&J#Q([1!RP`+.R@)L7('9((,+F#J4V4S"4N72LTR=@P%2U
MGAT+MO_MV[ASZ][-NS)@R189U&50RF:CB1489#'&&9'HRIH.%%M)'&!#'!A"@
M4,4=)L0AR')N/#"=#IJ0D00E#\C`4`1E'C`P@,L]!'!&$`DT(<)`ZKWP`8DX&%"%E8>YT:*U64)1!Q$O)')!E$,
M:&,?&:B8R1T/C(%"4V8TT(*)F33W7!\#ZN!&)D=480(*2FS_]X`'7F3PAAEC
MI)#)#U68T86.PGGBVRVR#4=,;9N&*NJHI)9**G">IJKJJK.5`0*KL,8JZZRN
MF%`'%+3FJFNJFIIJ2J>T@NKKL,06:RRQJ.ZJ[++,-NLLLR1`\NRTR_9ZK!_`
MSBKLM=QVZ^VWM21+[;CDEFONN>BFRXJUQV8KZ[;@QBOOO,6*J^YP;\#H1&L$
M;-(%4ZWX0`D25MRK*A#L6+8O)Q\TT-H4302,A,&M&*"'$Q,/UP`SK0`!Q!Q2
M#+,2@)/Q<#P0B9M`!D#?>,4$%/
M-W=-=B;K>'!/'VYT3?/;>)"P6BLVG""W!T#V,8)IK-Q!PRL>#+KTX7U`\7:T
ME.`A-U']&"#WT,3;0;4I*S)C0`"4'7=]Q0T#$F%XLRK"J[[/KK
ML,\"\[U9M)$#&P.HX-T+5MC@@14[")!!&G(@450=.8"!0A9E3'#T/SPX/X(-
M5HB1@``.-"%`#C;(IPD=CJ2A`@0`2*!"!P1X@8<<5&B!P0L<&T$&!'*,`0Q].$#B^C#
M&VR``14@8`EM8`(`W@`&)H"!!A,80!D2X!0>$$$(;1@``RB!`CE8X04VV$$;
M^C"`'?!`.M>H``C.<(@#!A9P!!"P0"$8420!2@`!,'",`$TH(1:<8(,$W*$`,P##!M*P@RK,
M$0!,8<$8*L`"*V2@#SD@@A6Q2`D2D`$(H"0"0T1@``GT`052T&D:`)"%%U0`
M!29H0P5()DR;GH$$#K#`%-9`B2:4@04*>(("*N`2/V[`!$B=41\D,``3K,`1
M&V(!`39``"Q08@X)Z,`:='*!$HBAGD0Y_R4Q4D>L5:ZJE;#,K&;!)@J#0#RT0(.HE"`ARY@`R\`
M$@]FE@03B$$"%7T&$/PQ#DJ,,"H?74^,$WA>R@;QW2((!$
MZ'<#1(##`.K`L2?@=`)0(W`BP(``(UA`P47)Q`1VX@4[(#$)1"Q#TRY0!RRL
M`7X.0(`#/*``!*Q!!E+<`1;&8(,Q."`#8,""#5Y,E*N`_*SD$.,L'_!#K<
MH`!DD`0"7H``7S)@GY3`P`1V<.0*3,$&/Q##&-HPY"D$(0@%6$*4H^"`*IS!
MRJ[`LJ^TG"HN?_GE,.]-F,_U@2=8YPF#2P`19K0'$RS`#1"(P!"`<(,B)0$)
M#U@`&29!"0A4(+'),8$,5N`!(M1@!42P4A+TJDG/64D'$0B!!OKPA$)+80-#
MIL24*##VDB_]C\!@\XP=PI$04B2*%(0'B`
M19"NA""9P`40Z'L$]@`!(1#!/)2@P@)RSY`N9"`#1!L"21;PXBZ\D01/P$$$
M,J;%#%1@#R4H01LD\P-$1`"%?80>1)XH0]2\``B<'BHU"TLYRDN%W,*
MN("_,',Q$QQW5!/G0@9:P`6M<0$3T!I&,'`/Z"D5H`)^T($BR`DJ9RH'.!P)
MR(`JN(+A@G(C^((P&(,R.(.3D4KM4C7:PH(ZN(/!X((T^(-`&(1"J"LE6"HG
M*!PIR(-*R((.6"Y(8`2P!B@@X`./4RM]D`86T0I\L$ZM@`,`XPI>4`(=P'[%
M@`(!!^`*)4!IK["%L\$0
M&1@K14@J1Q@<2;B$BJB`34@N"#`!0Z,$73`9%0``8K-U?=`$=0,V34`6'G`&
M(_`".J`$9($'2@`VE/`&3?`&'K`"J^`&*/`#?,0`;]`%/=`"]Q`Q=X`"FM@&
M"0<)2S!0)-`$0Q`";,=U/:`"$8.)FC`#2]`'+L``'[`*@&!H`K$("-75`"-C<#
M(K`(Z*$FB+<"*X`'$-`$3V",?3`$%_`,^,`"CB,AFC`"*(`';U`"*/`U2G#_
M#R62!!`@`D$`!1"``[+8)THP&'M0`TKP.=9(!1"@$W"C!%TS!RMP!_]5`S(@
M!7>P!TH`"4W0`C@0?1$S`CCP-FBP"AZP"E(P,5T`!R,P,4T@`QPS!TF@B<&A
MP`KIPB+2QB&"IB(TX+FT@!B)0!SSP9@5AB02@`N_``T)@
M`ON$3T+0"`"P!@!``&B086M@)9KD*F?``YX!`&405VO@`"`@!QB``?O3!VL@
M`&)0`?U3!=O@````5&?P`G6P`"Q@`YK!3F9`AE6`!ZP&@5PEW-T#1E(``LP`*>)`-NP6OUP_V!8H04NL`,OT`814`)U
M8`0/)@9&(`8=L`-K@`4(H`4.P`9/8`?$E0D\(`!@4`8MD)EB@`.*90,%4!ER
M```)-5`'3@,`2.``
M:7`$F9``XZ`%+0`&`4
MJ[$@=I`%[T,)7&`?OU0%#75A`<4`63"@"F`&VG0`TW`/27`V*&`$?3`!5O(`
M@*&20M$\5K("9`$!#E`#;(`"MDH""N$/*`4!V\`#8$,'0(HZ-G@R./@N3#JQ
M*NC_I-.B#&3@(B)``&MII7<06T_``R4$!X9%"04K8Q&@!15`>RGD*L'V`=9G
M`PL0IR\;4.USD#ZT#08@!R^V!H#Q#U4P`^,PB(0J!Q][-#'`5FC0J`,G`I*Z
M`;C%`CFT&GZ112_*`@R0M'V`!J,Z7Y&3"91!4(Z0`9#B-%C0+R(@`#N`.;9*
M!2_@`16``9W4!W@`!P@@`@Q*2K'$VS(6
M^RS*T`5B\``V,`,=6VM6,$$$,`$B4`!24P9(`7=U0=T@`4'@*IK\`!R\+58L0H`0!Y,(`7=
MVP8)T+TV0`1KVP<$X`,\0`=)P`81H`+W4`-R`!A@0*C8L`$",`7G20DRX05K
M$`$UW*!M0`0OX`6+\`!:X*!'H`#X]@)(```I\`X[<)M.80)G`!`D0:Y5\`(/
M0`>>VP(.8`("T`%CP`-3<``=H/\"!-$',Z`"&-H%=Y.O;8S!0!(#!>`B*I`&
M3-`O8+`"N;L-%=`&:6`)4_FPJA.Q*5.\BNQEQ^LL-'`%?C-X!WD#2``!)*`$
M0]8"/Q,RF7`%1S3T`"=U+*F;`'MGHS42`%9!$"*-`"P&PX!TD6)'`"!D`6>P`"8.,&(/",
M+_SL9H`%W@!L4!.'?`!P:P!S)`SI:A"2L`!&@``74H8GJU`NM<(33@
M/7,`!&!SS0"HS4/';VLX*,,<($GP!.DQ,6[0`A5P`E(```3HL`:(R*RSR$K=
MI#XXA$XM*S_``W[XU%2=*CH@`$;`>[/QNZ(2O,8PO$L=UL?2R%5=UJZ`DF:=
MUL?`-!U:'BU<4`UF(]U[Y"UFI]UWB=U[OBUIL"UY]"UX!-+W:]+!;0U&%7
M#%85!,50`PZ@V'K]V)#=UH9<64C-2H%]V9S5U.A275("5-0!B/0!0M0ATD0_P4GH`1)(`3?
M:G.17=R0S=>^X=>O(->8W=RY,=C*D@RU,P%M@`<*4$HJ:@558`,5<&$OT`5G
MP`1K``,%X`4[%`1NO`%U8`5GH%>GF0#(XP#[J`41(`9M*088,&/&O=]XC=R]
MH=RNP-S./>#``-V[(MUU6`98N@,S,JH/Y=T1@%)F[=^\`>"M(.`$_N*[8."Z(MW[XP8N0$G9J[.9
M6P.;.R`)\`$%VP3^T`4*H#0<#HT+\JA"L&&O8D5GTQ"]B^)2#H0JOALLS@HN
M#N-:;@LRGBLTK@@DL`8(8`-+4`8<0?\2`V`%8G0%:\``;`#>--$0/+8EF'#D
M+I`%>R#F-J`#'.[D/6'`&Z!Z4S[H,ECENG'EG)#E6[[HJ-#EM)(CN'B0=`L#
MR/$#(D`#TM(!)"`?>'`$+[8"4N`](O",>[`*0V`S-5`91Z`'!WD5%N$!YA$"
M>#`$?4/HMCZ"AIX;B+X)BL[HOCX*CG[KPC[LZ)+KN+'KFM#KO[[LP4[LSO[L
MS6+LMX'LF:#LR^[KS0[MVK[MA#C965;9E^4+0G`#B.4'72`$8>`'."`$(K`'
M-/`)?``$2B`$]![<]"X$'G#N83`"^"X#.J`']QX#/[``T^<'%X`%)T`*"7`%
M3Y#P.(`%3^#_!\`-"N^N`W/@!QY`[P;@!PF@!U>P\3/@!$G@!S^0`90^"GM`
M[SAP!0G@!P+M!T#``A%_[5RNV=Q^\S@?[=Z^X`=",`,%@`5*@`2D\`+?S]XYT`95H`#0_WZ83PO9
MSOG\#PA]@H.$A8:'B(F*BXR-CH0[0GZ3E)66EYB9FI<8+8^?!YNB?EH9:0I`
M.P,#'1D%!39/-G)T-R$%;6T5?AD.DSL2#AU^.@51?@IK;3E^9&T%4AY59W!A
ME1%R#@4K!7MZ!5A@E!-6?FLN?F+#!`0J"BY@'\E^'0X*4I=BR!L],:+G!0P`6'7X<9+"T1\&D-0U\
M8M'B9PP6D(`#"Q[\D2''PX@3*U[,N+'CQX,\$@8L/$&,0
M`!ASH<""JP1VC%&@18L,?F/\V/A\X,`:$PGL="@`1XL%$W)LG"GAH/CE26>B
M3+&QY\R_%#98:XE00$N!(Q?`%!BSIUL0,#3D_*N0(WB;$I4N.#A394^;/3P&
M&)`#H(`(/PAV3=[_S[__PH:0!2C@@`06:."!?4CFWT&5:73<07HDX$<,)^AP
MQ81\G!`#,7S?*#@
MAQ05S.#'"2N&$.(2?EP1(A\CP)6$`7ZLD($2?NQQ1`6O56*D$$@RF42+*YC0
MXH]$+BCFF&,:AN"9:*:IYIH'*DCF*`UF].";=-9IYYUX]F>?@"[B
M9IXY>6)98&1(0$D"YH:&/B!A`T.4-$#ID&,0.BUV&ZR9Z#<=NOMMX\-BFV<&,UIT`@[G-%L,P5,
M<04;\,Q:B1U33"''!W8(H0`1+^20@!@AS'#&"WY84(8+U[UP@Q]GX$#$&:(R
M$$05-M18"1D%&$'#"Q64,8`%!>!0!@OT8B"&)3L0((((.!1P85\\Z&"'%'5L
M@,4[=G!&1+8\]^S'MFBZT<+074#0!1X6D3#"(7<,O;0A;MP``0T7_2"#(#4,
MW8('%`G=0@V"=#$TTH)`D,0>@HP`-AY=>'"#(&Z@W0<$6\]==Q\><(VWUC3@
MH74+$-PPM!N"T$!"X83W`87>@N#Q`>/@0B;NM?_D7F1N02&DL<9](&BQQA$=
MK,&/O).0M<,+5DRQA@5G)"#''G[(,8,1.<`AFP5^%$#$#E-(L48,8`R`@!]`
MU-'&"99(X?D"'GR@QQH;#"!&!&!X40`5"9QAB0HO8-%``G64?@:3T`8H0_5Z\,;[)"&
M!^)0$$C0@@@7$+D`38[_4)6SR.4,8I<1.&`#!4C!&`3@!SM8BA(MLX(#C%`&
M!;3."RK@2?7"N`89G$$$W##!/R9@`1^H@`@[R9U^*#$",8#Q&"MP``/"H`47
M\,`!Q?##!MI@B3J\8`(=8`%?1G65)"@@!PSPPP."I8`",.E]J+13_!!4!140
MH@`@P$,"O'"X&I`!"'AX`#1*,`,=O*$$+KA`']``!!1XX0X_R-\/;CF(%A3@
M`S]@PP2OX((8]*&5-3A!"_)W!1ST808=0%L24'#+MX$`"H-`P0)D\`8)U*$$
M@MB!`P51`BGT00D_,$-9DH"$/@`!#;STY0<6T(5!M+(/(.L#+/LPA0*XX0Q!
M_X#`;DJ0A#I4H0`Z@$`=6&"",X"M#P;P"0Y44(`3-N$5\!2$*?L`@@(00@55
MZ(/U^G"&AI#A#`KX08).*(@XB*$/#'A!%24G"9]EL2);)`@0*`D#!V"C;@:`@2/8@1\(>`$'A+.;C7GLD\^4@Q;:$#Z5=,$237WJ
M#LB@`+BDP`X>.$,93`"&%8@!'90X@0.J>@!%-2DE5F"#!,H@`SG(K`-&>$`J
M)_NF51YH&C:P@05A>8`V!(&`=NF4`=[7M,!*)"`2POP
M@ATX@`U`*``$!`&&"/3A-#X0Q!+.<(8.#.($N`"9`TXX`28880*"N,-*6YI9
MH:H`##N`@P-HVI#^KFZG@RB&'0Z@VZ$ZYHIY.BI%DCJ0",1F$CH(@A]`D-EC
M5(((*M#"!*+8@P00;`(.F,`"`KE72N7@!QB(@!)>8(8J.,MV2\Y$C/T0A!R_
M(`',V,$#(J`"-FS`$B8(Y228D&,`S``##N`!#I;`AJ'X00`]Y@IEY^P?RQJH
M"N'=`!D4"@(Y\``#4"T`,G__$-([9$&!1B!`'Q!`AY;>`0`[F&U^D30`SJH`+5'*,,)6:`"%CRQ#W(@(1S&,-O(*"`+
M61C!=T.]@0J`VKQ\/G0?C&"'+&Q4$--0@0U,H%`C@.$,+X$K!Q'2(*RA``0H@QLR5H8S3+L`)V`I5#=PVQQ;QP`K54XON<^Y)8$#`#`J"O`BD\CM`X*M`$`
M*H!`_V#+8W.#$`,+^F#$6L=SGB"G0Q]JYNL^E&$">$"O4`_@@`H<``3(WK9*
M07"+"#B3!7=0PO5.4`?JN"">/!4$@HE0`#'LH`Q"@(4-5BIA>+?TI56H@0(D
MP&',_L,#;Q]$#GAPA]/PNS$HQA/`)2+P,5V!X1&/O.3)9.<"770E+05!0\_`
M!`@(X"<;R`P/0MX'*9Q!#G4`P=U3KH`[K.$G^>N#,U]QAA\,P0YU*(`2;!YU
M+*C[#'5X`[#[,($SW&$0"P!^'3Q@]`0A'6%/W4!^>=#04H*`]`BN0QVS_DJL
MGP8)+7U%#I!HA&O6X7"!YW8!@L*`M\-!T4"%L$+3'?Y7G/\`IGVPR@K.L`$'
MC$$0+Y`&.[`2`M`RK\`_A[<8B7V`%5F`'.K`$8/`IFF`!ON`'Y68#
M/\`'$"U)Y!.(&/]"$+<`V2$,#3S`(3U!I?2`#
M>E`#>@,!'W`X>$`U'M!"3U.%@S!H!00!/7`X43,U:4,V:'`!Q^S`"A],$2R,#1H,'?-@')-`#T]8'4=.'9-,"AV,V<@.)
M88,TBT,(=','(X`'B_.$@D`"5"/_>_N%!TWX`X!S`XDS`E!``S50-%AS`U#@
MA%QC-J&8@(JQ@';2@!#Q@)F07PA0!6/P9Y-0!660`C]P@Y1``#E@!&E@0B/0
M!A9@!`R`!'*0%P>P`UN@"=;6```0`41@`[2C"7/``PH0&Q'@`&&0>IZR'$D`
M!G,@!R"P`6"0`)"'A/8X&4IHBX\1C-:DC_[XCPGB;SRCBP_!BYB0`P<``,>C
M#=LA,760!C)6"1I0`&0D%WZ@6L4!$*=1`'RP"3S0!CP@!R>`!!0).YD@`Q=P
M`.LP/')P!,6%`#S``,VR#0"P'A%PCSA)&/D(D#S9DSZ9$;A8)P3I$`9Y"9"D
M#1Y0!\IR_P!U4`=R,`R5A#QW1!91L%&B$P=TP`9_H0G]]1,U@FZC4``MH@(Z
M8`(V0!67HDD/8!64X`/KDI-P61@3]Y-T69=V*1%!22=#"0H?018R0`!V@`-R
M@``(,`,O8`,/\U:5L``J4"-@P`,$\`(+``=Y)00",`41T`:1$@<;4@E[X`"-
M509^,`/%)0I*H#V7(CT=<`+L04F)]@((D`)B@`7P&)>V^1]LXDA](`9I<#@<
ML4."D`1L,`AKP`=3``2WA0A=D`$/88>,@`0=``3`*1'190A($%,7L0:#,)U]
MX@20TS]",`9),`5-<"9Y^29[^0A%60E=,#PZ$`%\@`'RR0<1$/\%(7"3EJ`#
M^A$%3(`!>J"?HI0`#_`!>Y`%2)`.36`),7"3$2`A2>!DHL`'+#`)(A`$$1`&
M'I`&.<`D%S``55`C&Q`$`"4^`&;0JF3;#_`3KP4P#8`1M``CHP!$)J*"6P`1OP
M!D^`=2#P!`VP`&"*B&JJ4V0P!3/0!SH@!&;P`2R@`T)*!D1``C54!0EP!Q7@
MJTD`!*A*!8;2`"3@!61@!@74`0LPH%B``GV0`%/PHI.:!1^@`QX0`1FP`5?0
M!Q7P`!W@FQ\@`F8`;Q60`2F0!%A`10O0!&_P``M0:1F`3@YQGF22GHZPGG?R
M`8-4H@I+62<*&1UC`./#7S/`*WID`G6P!$+5!QE;`4%P4C-@!5(PFT;PBS%E
M`P9P0M6E;4$'`F4``FF@6E[T``!0JQ%@`T"@6MTC"`90!P_0`'3P`&(Q`6EP
M`";[/U50!5N!_P!M@`,O\``.$(H2(``N<`;G2`98$`18,)R"(#P2(!5E$`XU
M$&M:0`.SF0-I,`&^!U(OL+,;L`8A8`0[X`,2D`4PI`(?X!M-P+-,Z[0T(``F
M)*HT%01F.P4(`&L%U0IH;1FN0%G0`-:(`$3
M``:L$[@[D`8F\`(9H``&T&DE9P`6!`:'"P`M(`:"RW>"<`8^0`<`@`!P0`,.
M8`(`L`!T*ZYE\`'M0@!!<`0`T%"&TG\LX`!XL',`>)7NR-P`'?;`"2,JR+;5##R`&*N```B`('Y`%"R!_&6L`0L4#
M:Z`"=D`$"ZRQ!F"TTT`V9>``*N`I@A"/(+#`='L&*A""/=`'-Y"Q'(0T&+``
M:^``%F2RR6<$DRO!!A!356```D`V=-L'=IO!"_S!(;P`0H4'@/L"2',&2P``
M5#!^@I#!->6XD%N>LTLV-I!N:8#$(!53/P4`AW,&:&`%+W`&("`&7'A""I``
M"I1#+0``31#'@R!4&R`"=&PP"A``O_L!P6M\+&L#06H#R2NL8P!$30`"$+8"
M`#P!]38"/+``LANP`IDMW[P0;@`A]0!1&\MCQL``"P(3Z0!69P!V+@QX)P
M0MOTP^?K
M`#'0!6V``0R``W:0QL9\0@.P!D,'QZY+Q_&[`2`0QU20+$'`QQL`O!\`:BRK
M<22@`,E+!'W!BZ
MJ9V#<``[%`4V,`$`<`-I(`!!D,'_M6\.,'1&P`,V0`9NO`,*H`0[-`"YHK4<
M))W(.0,5\WYL,+G'F``#8`1M4,Q*<$+/XFQ&JD,"X$6.C`4=8`,OP`!-H`5&
M0`>A*`5M8`([-`9$H`-MP`Y2>ICUJ0(\,`$0D"DVH`<-E@&4W43W5`9*X'M8
MH`0L```<0P9@$`0*D`3`N4.7G=DTD`8O0,L$8`(*PWY9LE]`([EP1M8%\N
M(`"'VP/%!1_L0#3<`&95`'R?N8.[0&1_,"W9T`$\"O$&8!
M@#O51F4H#I+5%G[AH[#5`W('/.!>=WEX=^`"%H08SLDT*Z#,A\$`0G`#"C!M
M-.T($#`&LJV]E3PN%"XG&)[C.DX)&BX@6`!#'YZ`41`$;Y`85+0(QI6GAX$&
M.3`!Q7Q/*<4((F`%BRCAF/``6)[E6K[E7/X`9\0@-UXN.S[F%][C07[F:,YO
M*'8";-[F;O[F<'X"*Y`05:T(5TWF>!YY9LXF$)`X@U"+:3X(;N#``Y3?"=@9X1?6KE`QGFEI/GE!Z^>TX@4FP(*T#_0J\4.7R0Z1$0J!/Q`,PV
M"#[@!9^P`RP;8G40I5)ZY(Z!`Q90"/0I$14`Y`.RMI!NR9*N197^ZR5ZZ8@!9UG`0/0OD*0`RR`ZH+@`@.0!26@ZCPU`F70!B*`==ZL
M!3Q0`OD#`B.P`&-P!$H@_P%Q\%$U$`$,,`80X`58P`(_X((A\`%[Y@(PT+XK
M$'LE(`$,T`([8+?=G@5H<``O<`4=(*(D4`$1X"\8P`)NX`&*BP(U\``(P`!O
M\`):0`)QD`-81PA>0`3%VP<=P``?(`1,P`(D4$UND`$9<#@9$(I`X&EO\+$2
M@`-7\.]+,`82T`8&$&,F8.B(L+UB4N>)<.?`?OH](^P@`B+U,[(&6A4#ME1%E]J&4Y(!M]61\`&%1@"U4YH2T%
M)@,/.Q-`6D1$8#5TD4ME>"\@H0184P\,90:D+Q8(!PTJ"64N+P=8=1UM0D&$
M92UG+CP=$SP)$R8,H?T[-D(4=*%C0@F=!1-<5+`1Q`2"!V@`O`G%IL,.+U86
ML.`FIP,6(PO.)*BC(\B'?BA3QA+BIZ7+ES!CRIQ),R:&%BISZMS9YT#-GT"#
M"AU*M*C1HTB3*EW*U*B0"CRC2IVZ,XN%/F?Z;`#1@@7_CP(M7F!=L^;,HCX&
MJHQ@(>",@0)]'*R)``%E%P4-@KA(T^>$C3+5Q/2#&\H#EC)P`;1H`2#4!0S]
MQ&*]%*O"AC,2D-@1LZ8.#E4?LJ3JA\O&B3YI7(0"W*<`V0)`6(2"<8:L`T@F
M'@SP8FD'3@!1>/2AW.?.`@EULLCJMR&+"UBHG->Z]>&%@0NUU\@)UJ;/"CB6
ML(;:[J*`DCYEO&0-]>#,`2G/[V1`+GK#E#K:F;PX\4%%9==E,39<`%54$<,9
M`!R1T@XF]#'!:"R,T4<)`O3Q@F`SJ("`&8Y-T,\,8SA@@P%B\5!#'P"0*`<+
M7$RU`TM--743532&XE.,..:H_^..//;HXX\M/57CD$2BE(4M66W%Q@)[@"76
M&A=H58-8:4T@`@EB*%%`"!'(``<0*=&A0`(BJ.*"$64(`<%Z?<@Q0A=&.*!#
M$XDMUE@?'AC11Q1DL%%##7)09HD$-6SP@A:G)<`%:**I$@HN1JA6A@BK57,&
M&GVP0`4_'2P@7`TN0(*'`W!4YAN*%ZS1!Q:@]$$&`#3DH-QHH33G@A46@B"=
M;`!49X`'JM9`1#!U0*##!.&=\6=6$]@Q0!\FB"%!/VD\088=SY%Q0*SU10"*
M$B!8UU]E+/)4%D#U
M;@5*F/'"#G0@(0$#.KS`P[1!>/=`!FQ,8`,0#D!@!`]EW(!%#_U$<<8;>-S#
M0PQ',-1=*$*\($`&+*#SPL,C/-R/%0*\H(<%+[P@@A<^].%^>44<$B/$P`
M`1-]/&%!"'`T$$H&`L101MMXA,+$>0N\4$8:=QQ01AE^8-"U`0\T.`&N9_LP
M0A\U8T!`&ZW&0,?9X9:!@-9>F-`!'!<`P`,P;/C3QBQWA,Y$&2\L@8$0(A"^@!8HI5$&`%(P
M0<``!S!`S7H``"-H808YV-MYI/*BC]'$8B/+2<8<2,$*6O""%0Q9!#>HDAJ0
MH`^3(T'?8O`G/-1@"7W@`L#PU`<(N*$/2/@3"6C0!Q)\H"XFH&$?T+`!"84B
M!"?JPP]NL`>4M.`'H7@"&MP``0_Z`<$8H`I(;:(!%#H`Q0^&(,N!"Q*
M+(3`B7X0Q18FH0\U`&-A^G8[Y.$A!'V[0PE:Y(8/0N%$6X3"'?#T@R"(8``<
M"@4:2M#$&N"AC#4\$1ID8$@(G/%-_S5H8ETFA)-@`*`)4=QB*'Z`1`]\L(X)
MN%,_FM"$4`P!"B,@9!1C0`)'GL@#$(#`#;3XP1:4X(E1)$$K8]#$)]3E`/XP
M`1C+.,6^%;$/>Z!!'!:`DCO$L`]X2$(325#&&I0`EG>X0!49.#$,0I"#_9@@
M!L=)SG*:\R@:!*3\*`<;&M&ZVO6N/A)"!,;ITQI!@H/3$5D0W,H3
M5.SD75*Q`")30J*T1*5L')3"(ZH@%194(%T\40%A^^&H&MDA)0LHPQG6MUB5
M>`"R(O/`&2"S4;B.4ZX;I"M>9TO;VA)%KWQ-"1JJ\`(%-8X'42*#2&73P@"\
M(`)FVP`/SL@"!.2`!%Z(702ZT(,R#&`.@>V"$SSDE6KX8`,3.%$"7I"!X63`
M"G*P@@<(P("E2D$`)H``*MR``!X@\;T92$$!"+$!"R3A`!+`@P;_(F`$(MRA
M`C7H0A!R@(@[P1^D(`")$`E-J@&6LH0XCLP8`(K$-8=B$"``""!"!'@
M013Z@<\^/*`+4V`"%OIQ'PV@F`$"#D"K#NI:;TYUG;*UK:`'/6C<8K"O_8C`
M`V9PAAC8@`Q"X`8=3J`%XM9B!6!X@@*(X`('U%@$.3"!<]"3`C!;@0"!_8`-
M9A`!"^``N`HP@Q#$$(4RS"`(EV#`!]K@_P(P;.`!9`@%#E2P`@E4`14[((,2
MRA`%.\P``RXX`Q+*8($8:$$$%3C`!E0P`P<8P#=B$(()>GB$D408`QGH@H?Z
ML`0"W$$,1O,P$%=%B"')"P@PV@P`$@$`,5(L#M
M-GR;#"=8^!G^'(HL]T$&6E`"!N+5!R$0H`%38`R!`PX"`&S`!72(3"A>\($"
M@,`*_.B##ASP`RW@(`)6V(`-3D+1/BN4YN`,-*''3O:(&OJ"B'YG#@A0@!Y(
M9A`,&P-Q6R`!`O_((>!-P%T?*E2+49=!"B8PPOI2S0\>$.`?%5#`$+`2!]FL
M(`X[.(UU(@`&(X`IQ@YH10Y0`88=[$!#ZQ:/-$:P[C-L@!^`\0VB2\)V0:0%
M!#:80H.6G@"?`@`"'\E\*#J0>1[L0`([T($8()#M/JA`"F0P`@!2G_`^-!Y:
M<;BD/R[KA%B@H`">Y[CQOWT:Q0@(<'0P7$X@)^[*`#G?^\%-B$$IN#P/'X
MNWD;C,X8"3!,`$7/NRC?_H%W^244_=$#Z_8"IV=17F=!L!5!8E=V#-B`%W1V
M%I1V%K(`)'`&U;%T9``,3$!<8Z`:;1!PB^%3JM!W$7`'8)`!:P`!&Y'_:K!@
M!6`2!3^@`%%0`V>`=;W#`CLP4-:Q`6A0`?$76GV0!">`"@`P.0U`!DEW,UFA
M"G@``#/D:["0>O)0`S$P`'"`!,(087U@!W+`50C@`!("`"=0*@C0*J70!S&@
M934V'*"@`AG0!L3'?"W&`KC"`"R@&-.'63EX!K!47AV7@RC2`H(!`&"R`#'7
M.]"A`T78!PU`@SEA<[9U@^>U@'````H8`0*8`5E``02P`+$A08[D#MHP`-$E7@48`OE&`4*H`!M
MAB(H4(Y]()-,P`,&X``*,`87H"Y8JQ)8MT69<<
M0XL4)($7A'DQ+B`!.J`%*[03XU*8'157?CDR"VB7
ME%F9Z+17A^:8.4$ZFBD5"0!EG1F:4D$#"#``E!(5(S![FGF`%92`DFF9L!F;
M28&7#J27HGF;N)F;NJE.K$E!KBDRDRF;PCF.`"2?5&>!"9*4$"T)D2/8!61:)&1#*=H=E44_&$$#245/O>E`
MOWDQP3F<\FF9Q>DQQ[ET.Q$"H1,5.YD3G54I_2DR>G0*>OI!4F:`GIW!`*P`:#(``*@(!'P`JK1!$'`!,BC!*8G`PQ@!!^`H%E`
M`AL@`$(@`ZJ1`3=``^QX*!*Y`VD``23P96L6"J1C`E5@!$]0`V6H!$``&QU@
M!2=@"R7@!8;!`R`B!E>P`7=P#AE``LX($M!"`'Z80E;``\QT!@R0`QYD`G;Z
M`U`Q`@M0`VE@!)5Z!5K``Q!@!CP0;*%0!1#P!G.F_UQ0X0`Y<`=80`#..AQG
M&B\/0*O#40-5@`!!P`<04`4#L`%!M`,`\(8[\*/$>@"5V@8)JAP`-(L``JD`1M
M``5F@)*IL"808`4S8`,Z<`-U``1V``4;,@+;@1+',`*ZJ``G0``D4`49,`8B
ML`=V<`1B@`?3(@YB/L">(`!=)@`:&`#
MH0`!$D`$5H``P,)U+Q`%4<,"3(`&NLBO3D`$4/`"R&,=6.$!+\"Y)```/U``
M,?"M+%`%)0`6H4`&8Y``8E`#.A8$"=`"KONLNC(!>"`'/<"O.P"\Q[,&73`$
M5,<`9%"^;V`'2;`).N&B'@.C1"*C$)N_8V>C'".!`%`'"G`&'?`"27`&.9F/
MI]F@2:(#?5`F(](:Z.$"U=-'`G`A!M]7@XH\$(^&/``>RK-20`$3!G2KMF
M`I#_>'%@P')0!3@``&)P!BLP`6=``#10`#G))H-82FS`?1:!2<(/\<3
M"L_;H)#@P6<0`GTK("VP`TW0!F+`(4MX$HN[`\3;!Z,A!E7`(1F`<&XE%C+,
M`VS4`S9@!V=P!UFQ)CM07F:PQ56P!KEPPU'I'`_L!*K1!TJ``$S@`I,B=1N0
M@W``P'50J<2;%3QP!F*L&%F1"G3@H7B(Q5NA"D>"Q%%YHD=B?!^0@RH`P&<0
M!8W1Q,-1`73`R5$@&3E!OQUCOT."O_K;RK7%OQLC@=KF9DWP`A[@`![0!!$@
M`5/@,V0@%EGA!0<``5.``0^\LGZ!!QMP95I*`U+`!B=`_P=X@`)>`!BJT`%K
M,(D.$`5X8`;A$@HFV2*(A'`U8`,BT`G`=`*?(0(],"82\`.N<`9=L`?C`H1\`$.P&CH<1)U
M0`*L<@`1@`<\<`2JT&^3:`4%\L6<6@(\
M8P%D6TD@8`&C<21L8`!O$%_>>\EGNP,IP`-&300CT-"A3*MCMH\[@"1/_``
MXF@#*(#8(EL!8B`&.]D8(D"4)J`]/O8NH#,-1%E)(2`'#P`W)9/?"K#?#Z`$
M)=,'FKK_`?'=!G(PB373W'W@!5Z``FV0E7T@`15RR@OKFPT;HW*]XPQ(UTW1
M)31QG[NI8#PWI8"XFTB.FU9@!D!0!P'EF&R],6Y-(W`MBR>P!R_1I14DA$WA
M`4"0!/GKXT?Q1P,P`*W@!$&>Y#E!!2;P50$%`L>DYG)>F"3P`&9P1J$9Y1HS
MY511Y2\Q7B^``3RR!`L0(VF0`S+1!B'P$BE0!QJ3!DH0$Q30!DW!``5``6$N
ML3M"YF4^`!+@`3,AY',^ZJ1>ZABEYQ3#YU/AYRX1`@1@!UX`$UT`%%>`Y2\A
M`Z#>$C2`!6`0`C3P$B40$WMP`S]1%K;>$C(0!HKN$G/0Z#!A_]>W'A-S`!-A
M<`4_`1!",>M9GNLS$0<.P`.8#K%B_B.BKA)`Q1-J=5'RE!)(X%1=,$L=M*E$
MI50ZX4)R"9X4A>\ULIBF+E8Z004I00-G.K\W[IXY?K],@05:T.HV?`9@T!+J
M[0=-$@4M(5JZVA)+(`9M4`=$T!(1<`8VC)D+H`!:H`!`T!(F4!NP01,A``!!
M@`4MX0$V<`9RD,1^,`>=40<%X!)0K`!!T!))``9U<`9'T!(I((YGD`(0[Y%U
M\`0T@>TO80,%0.D>?P96OP,M`<\@K^DP`00C@`'A_K#C[B/EGA)_M1,"4E%>
M$``Z\4%+'HQV]KO4I$!/*<25X$2
MJDCP<4E/K.X2"L_P47`#*T\G*[``CNX'.F!D[M@245``0@`"5.`2%/<2;6`!
MB<,#*&\'?H`%!:^[8P``+4$&@L!"$``;$!
M>.SX4>(``2%]L&0PT*=*#R*@:A#"4X7'J/7!L:-;'R$\@K0XH3#)D@E&
MA.`9]J`B#RMW".E`4(9%GR`[$K`H(Z$&!BI))%B1(0X/H0D2C%0H$^%.1R,7
MX*Q)8H8'!@A3!E@XT,<,@3)(-F1!06!"#U2$=@CQ0[>NW;MX\^K=BQ?#*;B`
M`PL>?("OX;I8M-2]4(#N&1%TM6Q@,H%NA#,O7I2ANX=!&S`FZD9H_V-7P5P3
MBOV@/@RFCH(Z=#>H\.,!3`@_#'CX.7&F;IO;=2>(R>R#[H\=#MHHH
M9Y"A*0H2I'%$&3R`P(0)2#B`2@%>#(."%EQ,,$,0.4@01`)EK"#!`R]@4<(9
M>%B!PAAFJ/7"&!ED`)A<[@4FJ?#1]<0#A01P$?O$#("QN`4-%_J/02@00OM`!`
M'Q4$H((<"@!9!B&+$R+`W6KU`<`I-G0P>!8;]%&``7;WT6D`69R1>#^$3`Y7
MCEFXX#F\?8`PZ0:=]W%!:P6`T*8-B2O@!2%55&%`%149$($8;;Z*"@1QGJ,"##GV\D$P?+8BN@`.ACTZ(IT/V\8$*C-I=1NY6H$](
M`;F/4$8-9,BC,
MP@H4<`:1H`)@;3N;7P[&0\*<;0`%*$!O_!"#B,D!!'51`!WLL@$A8H$N,=#"
M&<30-+IMBC2?2\#14OT($'Z-:Y4/*@#T;@6S[60(,SQ.%XA3-('WPP
MA\8UK@\*V$,/F!"Y%S0``G)`P>4RMSD%X($(,?\*0`?&$04A$$`))5@#P5"G
MNES(`0)8>%T0L$<`([@`#PJPW0>"4(PI((%WO@.>[[30A148;W"H4(`-:D`$
MU>T@*P8X$"%NL`8(F$`%9OB*'+8'@3:,P`,^(,(X7`"1_5U@<"Y@0OKZ8`6?
M6$`#9R`!&9@@A@]`8`"EN0&A!`42`/A-P
M1Z,Y6,,<2$"!"Q"!!'1(`@,@@*1E#94'T*)@&_KP@"!$P0:F\%P=((`*$.H-
M`$"PVR).J(/'):`"+3R#%SXUAACF``DG6,._J--)].RPAW!%1<+:2M>ZVO6N
M>,UK>]BF5[U\4J4I.4#_#TS5AS2D0QYDJ$!-"$$'@.!PAM70<:,@$K0&`,
MA,`L(
M6"HA.@""#&B@#V,HP0:6,08I'"$$G26#ZUJ6@`TMN&%E)W`#*_#`#@;0;#D(0`4T,.``!_A+
M#WA@``1$%PV$N("IFG"`":3!#1F(;@E6T$T+`+5`#`&^ZPH^<2X@T2@,H(
MK%`"5$2```.8P!)<((\2H.0`4OA`&0A`!#P4.`<4E@>`^[`!`1!@48N[@W]W
M_\"%`J2`NW4
M=3IXH<(1T%:!&83A!7'HMEZ_;>9PHZ+5@[FUP:)0L`\\X0/*`@P-GB"8&K@@
MUW"1>+I'3O*2F]S0ZT9SNT?];O0DIBY%M$$!H.:'"(#!#V$0P]3\\`#X57$$
M.V"@'H,61!;0908`.$,9ED`R!Q#/V7CY@0K*$)JHJ5$!M]D#'L$P1#_80``%
MJ)H?],`$.`+2#UNPP1G`0#,_H(#K91B!=-A*EP,ZT@\96`,6B4`7#V`!?B_[SH$_Y
MF5=>Z9:?Y^5;*T`#1E"`P,__H0"U.$.^@2`'&AS!#G0106.`@$3LV,4&:?!#
M$"JC&C%XX`!5SXL)K&"&1`ZH"UXH0'2(L(8;]-PW'8B";M"X&008(6J+[$`/
MZ#*!`>"][7D!N%UD$`5[7V8),M!.!L"PAP2D1B\=4``!]F#XP\\[U(#1`@1@
M!XMB-R;@`*8@@'9@`3EP!K8%!E$0!*M%466P!HL29!*P!N.04V!0`I*'`D$6
M`BG5!U)`!B;``V*P`Z@@!@H@(823!'4`!@F@.F:`7#9`!!:P!L]""!FP`,#5
M6VM`!S&`!C8@!HN#`&S``@2P!A(`>D[XA$\H>F9&>H]F>N:!>G[`&&$@,7K4
M!D0@_P';=QE:H`6.-`(#X`!TL`!=4QJGD1HPPQ8`$H@`5H8`5,('EU\P%3@#VMHQ9!@`=BP'%]P``8$`7J9``$
M\``3M`,_`@12(`910`%&P"APT``Y+D`!
M&Q%B;;`#Q,@`4R`&&I&,F-,'_=,[OQ,\.U`!U_@C+0`"^G<3A``!:[``9%('
MYG``2!!E=:!B'C4`;4```%&/E%F9LW:/#Y"9FKF9G-F9#T`&[1&0AS:0AS$!
M010QC'&0=<%`=@%$!9`P]$%#($/_%T\@1&*G`X@C!]3VAGH!`D-T`!6`S$0!`B``!`@
M!F`5/2```!#``&-0EIKC.3,`!GB0`T$@`>G@EFKQ`5(@!_!$EYESEU6``\MH
M!`:PEQVP`S70!G[Y!`KP!D!@60`"-P!C7@+KG0HHX9`R`E`9!%59:9HSI:
M:/<(9J)I:*395C*`,G41!B&0D77A`8SH`
M@`$.(`0>8`0B\(TTY@!!Y@/G=$J+\@`.D`9X8`1)B`$5T``5$`Z=@@H?X*@-
M0%'AT`<=T`$0$`0O(*A`H`8U`!-6<`L.1`9@0`"O0@A=0"_5U09E$`-(``>I
M)`53$`Y5X``8<`>"NJ.\VJN[1G?L1C#N]J7$6JS&>C9A>C8FX`)V$0%`X%>@
M%P$7*FY7D`.0YZO8FJT\"JPJ)ZPL=ZS@&J[BFA?)*C`/T'MT80`[MZ:@1P8A
M4&Y<<*W:.J_T>C`]VE<_6FA!RA=+(`1"$'BQ<`L*5NA_][=F4`38`7
MYX@V2:>K:O?(&%,O`".0``A2<$YN<'$X`"=&$Y!*!'-S`&+W`G=.$"
M?:0%S)J%@&,%1)H`!]!9C'@770`&-C!P+V,#`R`&M^$!4X"578:%X2_NZL,O_J_>J5TZ;9U"[%P59`%/@3A_@!^[T
M`R=0`/PG!6WZWD9%(%TKF=8&H&L:I`IN(%T<0!&-`?"E0`%3P
M=[>Q`'40`F7G&VG@`JFQ`0Y02UD[!4MT`'IT`#NP!^TR=W@`"`81GLQ!F!0`#Q+N@'#<%-Z&`F,-JX;NP[\P%`XNWE5NW)VNWJ!A8R1
M;Q/C!VM@4]Y9!`1VY
MAW0!LP=PFBJ,!&(@!CS0N'X`!'5@!SN0;WI!LP_C?CI`%"7%Q70
MQ`:\5S[9`W9K_QA0,!Y\02P#$,9AG)0;"\%F?,91&+)3.+)5B#:YJYJJ409M
M`)K\JP`WL`=,YP=H%21W-W\X1Q=@P!YIL'V\F1=A4``L$`$%4`)^L`!VC`/A
MZP=8<',+P)QV804=^0-$:I,@8`-50#$S,$;)1[EX(92C01?:80$8>8E12A>W
M>,7NL1XC$`"T/`4^<,3X1\L!0`$"T+M[H0$2(`$.$1745L9H?,S(/'(2C%<4
M/&9G$Y=GX$BIR85TH0=35!(P<8T`;(AG0`!I2P1@@`%B8+>%
MC!@`8\B4IDR4%]`&+V`#Q:87!````%`'>@3+Z+$>/_`%'OW1*:`7:?#1'DVQ
M>"$"H>$"Q7P7#9S,+OW2CW:/_3C3-'T"&GL>S1Q7%HP75X`U#F.D4`2E=#$'
MK+P"/9#`-)`"<:L'*)#`>I`"2+H'K(P7>$P774`#=8$"&S.E'H`#/Y#'?C`'
M"TP;*&"P2Y`"6!V4."#4>B$#6),U18I^(]!V8.V[X\<74K#2>>IBLP&A"<
M*GVT,#W8A!W3:HR/-9W8-AV:;"R0>_W8D)U7?4U7+5W8EGW93"MI.0U7.QW9
MGOW9AS'9;579F%W:A;W,=[79/=39=O$#*9#_`E+0E"%PUW?A*G:Q!)]L5TF@
MIIB;LF?C`410UZ"]29)&VJ9]W"Z-VG:EVCS$VG51`4'TP9@D!`",-FU`AW!!AW0`9G
MH(*HD)5L0`T'$@`'#[`&S&L"B"RZ>P$$1H`!.4`7%U`'_F7/
MOCD&`."2/,`$'TPE`%8)#;9OL`-E#`#"`9*M"DA'X7#7Z_$H`!3:P$#B"V
MWYT7.&`'&L``E6[I)MU7;A8!;\)Y56`'&R`''_`!;9`%`P)@C`'P!6`%NH=+$G#U-"`8+:H`RLXX
MZJ("2E``>"``*(\!-`![A&!S)[`!-P``$L#I!4`#@6L,+%`!1X`#!5`#!8\+
M$#!3)P`$;"!1\=ZK0$Y70FXP1$X7&%P`/T#-$B/_!"I)%PL0S6TP1,1K!0N@
MIJ=<%VO0-!KR,K/Q`7%K%P=0!D'0Q#:'=FR^'6'DF[[Q`7M`;0,@3VO@2$<@
M!W'`5BQ@!V.`T*1<'>Z'O-I1!=%L`VLPU77'!-$7_$>_-DFO5VZVCAE0T!]@
M/'>3!=6P.:TC1&=0!WT#"`6"8&A]&P4,?8I]9PYP!6,6@H)9&P"+!2!G$056
M!7T*!6>;BB0M+8IX)&4[?1XM'EZC6$"?62\J57<%430M&*(%(1AG99"?52JF
M'H)G`,PO+VMO$']?SN6%KN0A1H=T9$_SLL3%ZP:+=`3(H4.-SI(?.BC+L(;=XYZ.!G@XUV
M)@#R.S,`08$]?DPX\+-$3`@_<5[X$7'&79N7[@80>-C#'9(*#A:VDV)"#L=Y
M-MC!"Y&Q'<9V==I5:?-PA@>DDU;VV\JUJ]>O\81$`$NVGP)N#!P4,(`FDR(%
M+!05.-$'Q*=MU""L,2/7@+8S#$!\,'2VCXTL9,[@Z=.D`)5,.P2!VK"M@J`[
MBZB]*&!,Q)&YGPX!A#)L`!50HZ&"7\9$<
M+R80Z%/@B)<])M9XR,>\N?/GT*-W6U>V>KU[TK7MLQX!3)T=[2X,]%.PW9PS
M8O^N^IECATD0#.T:K,$"@(`[(&<0'&F'H`T6.R:`)!(]211P@Q]M).#'$PKD
M((`P?IQP!@8JC(<@3NT(80<&!&30SA0`8.'``^WLP,,4=7A!CPTV3#"!4'XP
M=5%34?F!@@,Y'(`%/RE8:-V/0/XH5I!`%J:-`04X@%D045BI3A0!;`D-'77]8HLD%AA]4@!P!QB#%<)C&(\8D"`%BYP"*8:4/-(FT8
M4<8:;0U00`H,V!&$'8OU\4.#9Y#!@@(#/"/FL@L`@+#A"@``1G3+`&"#K(
M`4P(;+#11AD09&?JJ:BFB@YU1`*)W:G;54<&`@B,T4[_%PA\B(0[9@3HCA2T
M`M'.#0]@@,4%[H3!`@9*W!H!!AD<:*.O]%P@5`(IM*,$!D18T$4[7G"[HU/?
MOB,$!F/$T`X-9F#`P@CM(#$&!@^$04\&M"+@H;/NX#"6'^/Z$04#"$C!SQRV
MMJKPPO4,R3!81BX"`1,)E&(T$HL<@.0_2!Q`X@
MF._=-UA_9Q?XXJ"'+OKHI)>E>.E^-$[YZJRW[OKKE2N%NCN=2_0$3+@-*\(#PKW4HY)M$[ZB?7KKJL%=O_?782V[Y[+5'=_M7
M&0BBPL/-$\F&'?+<]$X*-1:>5#Q$\``D"V*X2`7TI4M/>N-4C-V'#E20SAQN
M,`X9>&D;>EA..4@0@VT`(8#>>&`ZN*#`;7B@!,ZY`!#P,!A3Z:$%.,@:./9P
MP&[X`8/A>$426!:W!EI@9]H@P=!$((-%X&$#&Z@`"3Q@A@6\81S;0UWWH/.]
MK_S#'?\W$$$2$@`O/R`A(GY(P1:&E0`#J,3=`!"NP5(RNL00@8NH`.EN`.
M&:`@"E'@QQK$H*YVC$`'4E`?%G4`@_8IX0DZ^$$9X?B.)/#1'3,88SW>]PXJ
MB*!9YE$"#ICHCBXDX`3U_Y:&N<1MHA3HH$YTR'$T<("@#-W:``G-4
M0).+J,0W5(F.%_B%&U6H@G,\<`40H%(Z.ZA`%P@(#A(\X1L;R((XI3%>@J`K!^((0@JL(\?5E"`*3@`/GX`0AF:)"P_5&$-4Y#_0P5`@@@YN(`>
M."A##O`I`SD$X1$OF<$9)*`6F[2!!S+Q0P(4@``Y$*$='1##%,Z@E#&`H0H%
MF,&*NND''\"A*7[@1!D(,#X_\*$]:[`"/3!0AS.`08^4%)W^1H=)3>Y@`R)0
M@!A,``$M**`-I>I#$NR@`#`8I@U&L8(U;`"U/12@#3(0@P(F`(H^7.`%)8"#
MPI!ZHV4"X.&,$:%,"#JYZA`Q[0@A@$,`)%;"8&!U#`&D90"2F(55)V<(`"
M2I`%L5[B`7)0@!!.`(8UK`$/2)@K!A01@P+4(01KE$!4%7"&&W$`!`J0PPM`
M`0KUYT=T$&0$46$.`_5##NYI@XPVA`4P:&(:P&`!'4A+
M'H1\AXRWC"
M`G)9@0#P8-8.2#8)O#"`#03!"_YKP250L`,0@.$.:9"E(83IR3/`&PY]$.6H
M-TSJ#T<]F@NP@@[@\`$X6,`*#N`F)6'<'!ESA<8"(8B"_+`#I^G4#QF00RP#
MAH(),&I&[Q##?B+`!@&9Q0%M*("]B)`1&CC@)0BP2!2Z+,=V'"`750CSD\MP
MAH,ZQ1B01`I+8P33I_BA1FFP0RR)0`-^T,$"@`[=4$77N`>0E;@/(,$`UCH`
M&X#LDT>PPPO0"8!3```/+]A`!#(#`@'4L`I*&'6I@Y`!0R5`E)7(@0H20$HX
MK*`/%@!![X6>A3:`3&:_+CH80&:&2IPA_V10.(L,[*!*%41@M7T`@`M:D047
M9`ID^'!E&4C0!PQP$MVRE`%KP`-GH7S.E`;O)0*B9`,&4&K]]F^*\"QLP`AO
M00,)%TMQH0AH8&(\5S$)D$DU=TJE)'^KE0$?%W+"U')2,`%R8`(JEX(N5U80
MT`(T%P`"<'TO4`%#MP,DD`-KI0A"UP``,Q`!HV:`6)`#)7`&1["`#!N!C`!3R``.'!4%T=*\7Z0;DP@AGXP`E@P`1B@
M4L,R!CN01GZP!2PP`1O01"D@:/&0!%70#D=`BC.Q`U,P!5<`AP0<=D`4+
M4"A<8`9=(`)QL`%X\$!OP`)C<(QP0000($$5L`=+4`5F,`(R4#%`<`%X8`%Q
M$$TK$`=H8`)Q\$H>,P9#X!=($`<54`$>\$)[8`T/$`=`,*`NT`)!JD%H$`(`-5\`3'.)X1T'PE,`4L0`*HN4)H@*!)`)\%I@,;.@99
MV@<&$`<)H`,E-P8E]/\&%L`"&2`#0&H-&P`$+U1"?1"DBT`&-90`,D`""#H8
M)1`'&:"0+1:86SB8GJ.=L!JKLCHZW+DXU/,<*/`""IH]`,>KWX``.Q!5IS("
M9"8$U0.!V*.%H\.%^>"%L_JLT!JM75&KB'.KSE%MOIJMX1`"<3,#A:*MKZ.L
MHL.LZ>"L/X(2#>`U#D6K"&_@/][@`_APA+!SKZ"3K^>PK_5`'^\P`]4I
M'B&0>7YP!5*P0E<4#Q7PE&7@`P$A`D#E`2FP`DL``DV$`T@`!,>)L/V"`V&K
ML'AK.`Q;.)CT`B!`!F#P2U$G!Z5B$J[:`ID``F[;!R3`2Q#05WT@`*5001C;
M!S7PK24``D$!`C'005!P!ZJ@"!!007T0!_VV`15$`C6P#5`0A$PCK-H02AX0
M51!0N6Q)`B3@!E^C"&.Z"#-'@V[`?WT``;RT""10N=H@N1FKNWW0!DD@!PD@
MO'@`!5DP&&ZP'!?P834@O(O@`84RNMHPN^`K);W;_P=0(+SN%I^,N[J,^ZVE
M0`*CU@$4U2*H`+'&'4$``0UP`-B<+CQJPA3(`9B8`,565F6800-
M(%@](U@5(`<.@$[:8`-'<[IJU09V<`:*5`<.H&XS4P=RD`5R4%X04!1B0&`@
MYEA2(`=M,(E-*03PIPG_]41U("B6P01-+`=3\`$^I0-5]0*%L)`9K,5.QXL.
M\'J$H0`59PT*,`4%4%R*,/\&PF4$!0`&!7`)?8`&"F`':_`!`V`'=3`&GF`"
M5B!6-TQ/``=E#&%_8`&?G$*"`$2E4`
M^)`!@E4`;_`";7`&"_`(0'``#B`',[`-"B`"IU``>$``3QP!`[`$?:`%>.``
M#F`'?\P`&@,`-5!9B^5)%"A84+,JK+JLKFH[0:+`.'`&\(+(-58`?)``018!
M0B`'\=8.!<`.`&`&[D"W,U``:4`,I0?#&,TP
M,CPXF%0'NI$#A5(&:>D%0=##VH"X````D@L"`E,`-&`'`08!JR4&&V!_+0!U
MG-S_!RR`LE*,-)7``C)@50RP`480`2X`!GN@"/67!;($!DD`!R[@`FV`#[]G
M```P!SW@9Q4P`%(P`"Y;%PSV+&`0`26V!P<'`*5B`[#5!P@P`"X```1V2BW`
M`W=@`BX@``S@`G;`0@`P!&_0`+D$"BT`?XQ[!J.[DE*W"#EP!'?`=2F`!Q$@
M!J6&!V!0`1$0=DP#!W`-D'8`=SL%J`$4M[($I!:0@\/<65``)!6`D`,`:Q
MU+M+31DJ`%NQ9`%)O9!]4`(`L'4Y8`<5<`)I8`,H5')](`),<`9$7@4T<`8W
M8,DOX(0#8`3HYHX[0(._5@$V,`"QU*0OP']*$-@*,-@01@`-T)1W$)<_7`;'
MF`,?<``$(`&2K0(WL`8O:59I"O^_L?39K1!R"L<#.1!+%7`&2^Z43%@7&_`"
M+",'^=L`#$\`*9G(`)D`$+Q!+!P0!"A`$
M%M`!+P,$`)#=2\C=8_?=1/0C\W'FOIE23U!:]SP3^YP1[$,/8^``!L`*YLT"
M,;`)]^S+_`T)AK4OG_<`!K-..H`#DJ?@"AL`AA8EC(%*3:"\0D@!B^`%]*X(
M7@!^[!;BA'9+7K`**#``#M`%/?P!@HNXB@L")0"]C+P$6G`";4`%+\`'/)"@
M"E`#.@Z#4>SC+1?D&S`&"!`%=%`H69`&[?D!&!@``ER:C00!8N@`/D+\0:@!60%``4P!$D@!B#`!!G8!V-0`$@P!-$\
M`1:P`U;0`9^`A>9`P(ACP.6`P/'`QV(`/`RA`'6P+TM09X[/$/(S`TXV#R/0
MY5HP21607FVP`"P1S5HP`T;`T$_,!.^P`0/H#E'@^_BD[NO>_^Z*T`3P+N\I
M<.\^B_[YK@C[WCN-LP(2BY8[MPE$`#\#P@!)S$Y#29N0$%`
M?2!.?0\277U>?1XG?2M-?9M]'9HQ)YDD1WVA=QE,2)PQ`Z%]+AYN%E9[G#04
M0$=N3BQ`*7TV.IQ-"Q@-?:<8JD1];U-3'AXNFQH[.)PU$D\)?2$A$!U,)=@;
M%'AH+"8F)"!3G&\4%GB3?3#IPZO^3Q,8F0L=(3*GP<:G5JU=W"/'#M:O7
MKV##BAT+%D,+K&C38CU`MJW;MW#C=BV00J[=NWCSZMW+%ZR3)DV,X`",P@C@
M)CB*'/9BY7"&QH`S9`"<0$??RPK4:M[,N;/GSV@IE)D'NK3ITZA39,G]
M_P`&*&!?`6RR@R9]-+'#,`)PD@(%G'@!X29>Z+3"=P.&)5Y\'';HX8<@ABAB
M9_9E*%9^Y>W_IY<`!83051UGG"$`5T(48&,!7ME015M)O&!`5SZPX,<"%G!E
MQ`E^6&""'Q<0P-4"2_KQ@@Q^$'`!5P2\H"57%V@I`1)#`&%V%<,83;44@
M!P)=:7&%5,P!4&/)1P!I(KX.B'%=CZ<2Q=7!4@`198<)5"`5B4_V$#5R*<
M`6\%8W6PQ@-V/,#5!D'H"P)7;1"0QAE)<&5#$/!2J>Z[\?J1`A8*$%#QKP#^
M&6B""PK:X"8/1HBHA1AR[&@?(W2AA$$_)'$#'DIH,@0$?<2@2A\R<`(!%:G^
M3`4$>(1$P@A2E"%K'U24,$0+*)#6AQ@CS##/'DJ,TX++;O1!LP+D!+Q#4QQ!6=R'V!677
MTD<9+`10`16N/T'?)AD4_<3C?7R`Q!TB!/_!Q0\XC'"2ZGW,L<(=&TA`0Q25
MX+#W$U##UP0*./,*FZ\<^Q'L>,/>%8$>!=C9E0X%;,'5"&NPL4=78Z39U@`6
MB)%M'59TR]4/8@S`!E$("L!7'=R"A3;(
M@`H-HU$$N]*&"/AA#0EPV%:\DD"P=+![`?I+8%``&!P8IH6*`0QC'`.9)DB&
M,BG[U$.`-$^"!")A0!CC,8`I5T,$.F$`V6O4!`FDH@PJ4,`4"<*`*
M%[##!+R@!1[(86E3@`&Q`"V.X`0!X``892*`U+\`#`L84,A]DX`(*
M@(`54J``(X"A!`;_X,X!2,"#`X#A`9MP@03ZD`,BO8`."SC!(L.XB1+8H`P[
M2`(="-"PR.$R88$Q-HT,P
M4`#AM,L*8`"`D-1UH[J0M`#W\H,!"M"&,PP`7S>"UEAX4``?A*$K0M@@_\+$
M8(BA#-(N0AF@(H@AJ@6H0O0!4`5HTF``#0
MU!S^I@02\\,<;C"6E67!4V70`0#N<((%M>``>!##MD#``Q1,8!.DZT,+YA"#
M&!S!!A]P0!\P,`TZ+"T++E`!]LY01C1(00!ON)P10+`#1"I`3Z\(F1",8*T&
M`*`%@LU``'A@!A!H0:U>FL!<%.ZC"(L9@!@4@H0F7=0`(U*M/U'"/8]_;3?CP4KZN`,`&
M&?3*#0J`@B2=@:`J&(L7"J"``FR@HA&8@`,TZH=\>>4,=BC`&H[0+@TPU*0%
M:$`()#8O%ZS!/S4^@S>ZT!8J*.#%&O1*&R30RJ[8(`,A0+*ZA!Q6/SSTJ,?Q
M&((&);)"F2Q"*#O.`LH@L2,$H:Q6R<)/)D`&PL'`"GT@Y.L<``$(G($'"]@$
M@?M0`S$QP`2`50$C1="'%QPVL8]C[";$T+LRA``,4^`!92O0!P6X@'!@(S1W
M6,`&([2`M>P%``(J4('_$CC1B7U@@!6"H`3"Q78!"V)`J^)@E"3HP`Y3>(%O
M\[H))N2`"`YH068JL!SH@8&YSJ55%C9P!E97@`24IBPGSM"E30R.(&LPB!4N
MX(`7B(``1N#$#MC+Z<\ZP-KS/<,':.6"+.!A`
+V*4N+W#<8CAZ@03PI>0L
MCT4"$@@##[*`4YUZ.0(ND,-/_7!E;Y"UY][P``>-"F;CB%E0VFW"R/I0,@J=
M_TQ17O7-`HJ0!A%HW0),UE"<6^F`+A`.#W1XP`1,D($70*P/%^7")FX@@`V\
M@`):R``/V-"X/I"A#42HPZ,=M]TR5KH#/"""&'#-Z>6^@)?:M8(#1OR`4_>!
MO;[-`!Q=U
M!C)F83=V979=XB4)?!S*$0C*(9B(B15R.2!T
M>1IVZ19*P"_K$P%4L@#"@03\$@8FT&5?,0(F4`%Q]T"[=`5<<02[%`$&E0$Q
MX`=1X(5Q<0,1`)I9W8F9T7N)@"TIBF\9AM`0#IPQ4,E28*
MH(7D7)$Q9QMX?^<96AF9C>=BX)"
MUJF=)%JB)IH>W!D@WED:X$D6:S``M;E0.K8"Y\D5%O`";=""8&$`/B4##CH7
MY@-T7B$#8H`!,1@72G`&-U`"#D`E$7`&"I`$!"H793``1^H'+,`'YN85:R``
M\B,6.1`&$MH5'=`&=9!S*A4!0I"A&CH6/E`A99`!%:)\%>(%&>!_%6(!05"G
M%+"G%2*5%4($_"D@(WJBAGJHB,H9*0H@*PH:+2H6"3"!`$">!4``&%"C?K`'
M%"^H'20``
M)@`';C&FW[(!-L!U?K"F;>H654G_E5)YE5EI!5LIE5TIE5\9EF,YJ`%2J(E:
MK=:*J(OZ'XWZ&8\:%A,@!PY@+@PE`@J`J7XP`64R%CD%JD'J0%XQUZQI5R1!N#*@V4UH6$`!PY0!RHBK,-*%AS:EV0G
MG1229B)ZK19[L8F:K?>QK9[1K6`A!E@@!&?@A#!L9WAL5[1!`5`
M);`CHWX`_P0%8%#GJK(G(@8*8$!^H`1P4``.P&/R0K!)]A7&0K=@405K8`?R
M\[,&*A?OY@<@@')(NZ!J2R5I,%).ZP=F,*E`.Z'!:K57VQ59"YT>BH9=2YU?
M*[:HF[IK2;;'8;:<@;;',0<>M1PKK&X;J;`;M-J048P)Z[N[UOP0`K(0`!L!(!
M(``K000!``#EZP-&4+X2L+XK@70KD0;+^Q_-"[WV>[^[(;W%0;V:8;W<^[^[
M&[IB-[H2`J+S>Q_UB[\*O,"?H;_$P;]JX;\`/,'#*L#1R;630/^QW;,R!V"!
M.1`!>[`#<```2L$`-G#"92`%)WS"X]`'8[#"57!JC$9@4.!M-B`%-7!)XX!O
MO_`Z()`&&<#`0OR6#CP<$)P6$DS!2HR7%DS`@!FB&VP5!T`X'E``0N``IC0&
M!;`"&E`!!9`&,``"!<`J+E"/9:`%+F`!!7`"4U`'>P`'VF4C%A`%*/@X_9H#
MFU!M+R!@0]S'1%G$OW'$:)'$2US((5FL58FLQ[JL%-"L?0J6SBJ6%$"6U6D5
MZ%,#.6`#`90$F]`&5;`):\P(!:`<`\`)9>``61`$!4`#$*``8K`&V=,'!0`&
M&N,`\M8"!<`$Q;5=%;#'?OS+%PG(OB'_R&MAR,8\P;T;IW,:O'.*IUY0O!7B
M!,<+J%X@J)6\%"3`!I>Z`4E0`$.P"0`0!\A0`/LHQEF0!:72>F9$`'+P"R+(
M:9Q0`$[PRE,@;P]0!RYP!D:AQWP,S/X`O=$*-1
M?!547`=-+0^O0G`+=S.'9+$?;K'/=T6F]Q[L=S]]MS:O<317=B<
M8`%@L`E2L`:M>!4]H"EJX046C1I/P`16H03NO10)L`B(Z07HO1F[DA;SW1DK
M`%?PW`=!4-Y6X0@!KAHFL#BU$=^4G6ZF,0).41[6K1?8W=S;7>$HU/_=#;T4
M<5``E(`%9["/0.`"3X`'(:!-.P`!(*"67J,#"8`');`X(``"EY`$'^`%;:D'
M9*`#>!`S'<#)>$`&:X8-':!\`.<"^_@"GA("'=`SR$`?%Y$$2PYP;U`*?8`"
M'3`/;R`%0J`$=T`\)P`!.B`$;]`"BQ,"'U`Y(W`WFW`"1W`#?:`$+G`12@`$
M2S`46*!=26#D?8`$24`&=T,#1P`#_?P!0H`&0]`!=X/D0Z`)2%`#<[X"2@`"
M"3#E?7`#DOX"J=('0'`#0$`%1T`:5W`&)?`"%;``Z($&'7`K?8`&%[+50$`&
M;HX$';`$;_!N=P`"%;`$JTX&*\#)LM["XFW_`,+0!WQ0`:T(/6@0Z(JV"1Y`
M!M!3`E*P`$G@`7RPZDEPZS:^<#+0:GO^!`O@YE!`!HS]!#WQY&C0!0NPU0;B
MTAA6U\)BX?"^NQB.VW/8&GW``V5@``P``#D@>Y`V`P`(P%
M`-C4SZ/<`PI`92?__P)84"`[@`)6+Y]!``;I;``VD`8#Z&TKQ0-D),I>``!M
M$`0O4`/QEZ."9KL*D``FH`5!``!H4`,96NPQHD",&VT5`9'4%PH
M`%M4H&AD``AE?2L5#@8[%6,".V!5?7T+#&E38RA]6%4J'WUG?2^/?1]V??\@
M+QL)'@"/GQ$%'7UV%S9WCVUH?300.`]R+0HE43Q]#SN@4AT.+#L)?6(_!'TH
M6:!R?2PO.RHYB!4!?3LHO[Y]%<5]!C8MYIX&!>MECYOK5;-<9=JH3KTIV+-2[7+GW_Z8Y(ZV>RVB:4KUKF&H9Q
MY$JE!@($F?0*;,H0I5L!APH>11#3EKD%01T6<,
M"Q4KT'1"'DI,'R$\-H"H`8"6JC0*5-">%D:`8@,->%3P0`YD..!+"RE\0H0Y
M^'50AC(@-$,##]5-\XA]&UAA0`<@<$-!0.&T,$XYCZ"C#B@OM/-./.QP(D0;
M!D3Q"BEL0&)%&7[TP4,/)F2@PA$(65&%#F(\L89V!S!@P`(?$+&!!VVXT04`
M5?!`AATBN;%&=2=]P(8!_PED\!Q,'Y#QPI@O@&!`!+Z\UH<95>RP28R&Z.#"
M(W(5*HU>I=79$4J*5AF584##H=E4-44=%F0U09TG7;7
M$T=0)46I7.&@*5:GOB4J50.@]NJK7(&*E:=J'8$J72)@ZD>O:FW@ZU7`<``X@B!!TU>,`4*$<`$(01Q#"A`!(XN>$`
M!O]M4`@``FO$L4.&]I7ACX?-](%$S@!$4;`08F0A1HHKFH..!V#@L(H2[J`#
MB@(ZQ,C)'F4P8,1+I)Q!,Q#L8E#(DC$(96>2`P0!UN`'``&V4@0,="(!A
MT"-G[%"E6\P$`=W?4!@#\G00!&P=!MP.8-!9C!4QD(E.$+"G2,X0`*.P!@
MQ0YN@($!#V#?J?`9/9!@0^5D1#65M+!?!>FDM(]5*54GG'#8`U4Q0)<3605`
M%PN'7;``550:$(`H[""&OR@#Q8D
M`0QN`!8&"*@/)&@`__J@@1^L8(*/<(@&"+B'#?;A4OK;H`SV``$VG!`4P'B$
M#F+0PQX`!"(_(.`C+E6#(?Q@@T"!@`9&\)5'`$6`,-##(QI0@R6L0`9X<"($
M>L!`*9+@"7V(0@P>,002W/"-H/@!%>K8!S;V`09S?(1(3L#"/BQ!!X_`0QC[
M4`,10*`#>FB!#$PPA`I,H`\W@,$,5R$%/RJ!"GN@@02W&`*P)."&+=A#'T*`
MAP+Z\`)>@,`:8>@"_NT@!(@<_^,7S8._4H*Q!&!AU/SF-[O:&?,1M_-#_.[R
M/M^]97M761]7KJ<6XR'/>UIA7E:>IY;K3>\PU:.F5J19%6ANI7N'01_ZME*^
MK*Q3*^JKRCK==YAE:L4TPX1=_8XIEBM$"@0.$(,0^$G02#V`#:TT9@P*9$P%
M]*:@$(VH1&FG!*@4E`%R$,`(R#*`B4+4!ZJC0LR;3G6YKYN^`-
MKWC*X^96M.D\;&K%F]2KBCA=JKVWH/,NZC3?.(4J3Z)B)9Y4F>?[WJ)2K."3
MI([:YTFG2M6J6O6J6,VJ5K<*T9%"M5$FK6I*S9>"JJ"@*F6E"DNKH@&V6F5[
M73@K5?^D*0*WZK0J#?"5"(9`E;U2Q9I^D"D*^C*#$N#N?5&HBDRC0%C#4@6G
M59D!6JD2U[L^MBJ5]<,-)%N5["4A">7$K%PW6Y6?^B&M?N#L:8N:5//I`*U]
M:6=?69O4R5(%J>RK"CVID@+'HA:U3;W*4[^:&JER];C(3:YRE\OH8B'#_7(:VYZ%A`0*+
M"XH'"1S3"$`0`AP?T5&QC`$!CZ!!1\"R`2F,!0MGJ$,=''?2DD"4"6,90)+M
MT(5C#@`(H'!Q3XQ)A3.<`3E;?@35Z-&'.HP!HD3`LJ3:,,E;H)OBQ5($P5_/JANW]^ZU_#:Q4-`]IZ53DO>^7;WN^^5Z?\K6]V9;I?
MM9H/L@'>\Z`)7)4&+S5["UAPIZ/G8%%GV@\?#M\Z*WQA\VEXU1W&+8CG*N(.
ME[@J)Z:S6J2:!2=LX(1XB,`#2(""#:*@!7@@`ID9>((*6$(#.F!/!8Y`0P^$
MP@,&Z$,,B("!/^D@`X]HP@..P&1&_Q+AAB@00>OZ<`$IP*`/1XA`'X!0AQB<
M``]X.,$(@+`!%*Q@`TT`A0$N<"$OUN$"$,A`+@68G6%Z#$ASAA04D]!N;>``!/``"<(L@`K>HP0->^`%B@``'5/A`MCVP@31,@PPB
M\((`%[!P4)@`Q@B0`]`,((8S]^`,T_@!"P(N`AU$`0+*?L0"UOV!"'2,>0!I
M`@N.Z`EJ*T`0)T``'DPP[!5\906!',N<=:T6Z4X5SZBV+I_O:Q5`'WI[!HY\
M50Q=WD2CM__1C0:L3.-KZO.T[7V>/1Q\!,MVQ%6Y-55RS7BM\+H-+!`#%X*`!288P006J($-
MNJ`%+!C!@N0;:`0@%-@`S+`!"+``$P@`<*P*!BP`65`!@;0!@^P`$:0!3:`!V!@!@2`
M`2M@`U@0$F5P`$I0!C0@!BS@`%E@`1,@`>[``PC`!!80%@-``&4@;RC``F.7
M!3Q``BS`-BD``-=0`BHP``T`!X$3`88H`0=``S8P!6(``F,P`5,``!>P!A;`
M`U76'G$0`OB'`@=`!D%0!=:7`<6@-62Q>,VG%8YW4I"W/M4S>7YF>8)6>QV6
M8=S5>5215WW%5[]"C:('7ZJG3).6>J6G9QR6>Z[':9MV8)^F8-[%C.186K2G
M>[0%:WOV>[`2?`"V/K+6/KI7:\.G?'[`_WS!>!6\]A*:\`,1(`$V\`,"509`
M8`-9$`0]<@Y%X04$8`,GX`'5P`EHP`-1\!!E8`98)@$5@'99(`>4T`=>P&1`
M(#E4P`8[8`*@4`7T``99D`5@H`&L(8$M0(&?X!)L\BX@D`4+TPRZ\0@`<'$I
M\P8`@`=&,$>5@!`/DP5MH'4>XP#_8@`M<$EQ0`5W`@05V0=-60=>(`8'(`(>
M0`=&0`9X8!\O@`0.`9!X(9C`/\?1_$(?@"29U`!\F8&(*`%.="89%`'00`"3Z0#`I`#(%`!
M.=`+/V`"!+D'"O`#]*%XK]./7#&,'I5,I$$5GI$8CB$:CN$'CD6=5A$7'I`8
MGN$'U&B=59$8;Y$7>Q$95^`!5/$#E/$7;5$5@@$7YND'Z/F=5F$852&=>)$8
M^%D5V4D5H6$5C`$9ZWF?_"D:``H7]5D5GK$9F^$'].D',O">F%$5W;F@#>H9
MG5$5"]J?SDD9GN$9S7E/6!`"(CJB)%JB)GJB*)JB),IKCJ,"(J`%(E"'?>``
M3&@T+;`$?F0`#[$`!X`0-=`)>"`/+[`3%S)03+`4,=`".!`!)$@&3!;_!8Z0
M`A3Q0AZ3;5J@(BLP!#7Y`TM`@8*P)IK`DSX)"F(P`]"6$<1GR""\R!BG@,5'0">2B!8:7`EWP`4`@!@O0`PYC`3T3"@O)
MDC@"%E$P!>>``QUU!G=P!_H`=(,@!@;@"&VP40/@`F`2`>C"8CP@$N^B`U"&
M!5E@!TM@'"WP`BIB"6"1`W?0+YH9B0\``)B8!6-P!"WP`2V@"3/0!J$0`9#9
M`CK"8E@``FR@`4K:!2MP`@X`;GW`!2\@!Q`0`V!0!R.@!5X@HU8`!^42*<"(
MG%:AG")U`.S:KN[ZKO`:K_(ZK_1:K_9ZK_B:_Z_ZNJ_\VJ_^^J\`ZZ]N%I,$
M6[`&>[`(F[`*:[")"!8KU@=L<`(\<``\H`KV\`1XP`8$``"Y9`!GL+%+\`+E
M@0$"\`*2PP)GP#\\<`5@8`1KL``F8`.,"`%EP`-:,&-X(+-:\`&A"@I84!X6
M(+,,X`$*(`*=+`W'@`$1M8B\P!,%^`&?7`'
M!H"5#$2]0#0/`$UD8%4;!!>P`$,H`_CY#`<#0$A:0_$`P!2@`$_',!3>`!
M4;`'2%`#2_?1#`C_`$-8`&=]H'4E`">##!M``*;D"K-QP%+!17-PP$(AS_
M1*```1+T!$PL9C/`+U+`PK@``O[$PT!A9'!$`E<@!!D``FN0!$?PDPD\!#+P
M!H^``DJP24-@``:P!'W@!ETD!2=P"T@0!5Q0Q5<`!$M`PSG0!$``P7L`RF!Q!2[7!U>P@0-
\S,>E!%J@@WT0<,2<`()BK:"`![O$S)*R`FO@2]3+R\?IR[(S
MOMI,$,WX`8GW`5/Q"\0_`@DD-!@`0'\B\\2/='&%,_H.L\4G=$:O='G7`$J
M@`\^``5B!F54I00D#0IA^+D:T`8L)`5T\',5D`8,S0!PQ`1ED(`'=B"+18;()D^1S@`4`9KLP`%\`$[@``NT`9CL`$&X``>
M8`=4T`8=T`8)8`8\<`1*:/\'9)#89!T$=:`XFP`&;=!CC[`$+((+8\I(8@`0
M0[`FCT``$3W8NMU1V,?[W;P!W<&KT!6E`!%1`%F$.2><@>.?`!:U`&!'`&
M&0``$T`'A5T%*!D':=D'1L``#^$%Q9D<%8`!>;,),4!E8?':?1#;A`<*MBT"
M%B7<\GU*``"D`$8I`#+'!F
MP&$YR3$%)?'?9%W59]`0C[`O8*'>L=V7[LUD/#!0^CWB5%7?C'??))[B*NY<
M&U`'*J`"3:L%;2`&9?`&"K`&9_`!]:<"PE`%<(`#!8!P#M`&9S`$.E`'6L`#
M>'#_`#->!B,0!*`@')"0XQDN%AR^"35`F1_^"`Z`!(\0!-^\XF(N*2:N:R@^
MYFB>YE2ESRJ"T$(#!1[@!420`"JP@5RP8R10`W<04A#P!$]4`[N$!'`.`3LQ
MPC-$1",L%B3@TXP$$'>P43YG1VYI:^Z9SN47M`L0WK47<0
MBYU>ZO0=SN)<%9INZJS>ZJ[^ZO2,Z2BVZK!>Z[9^Z[B^7+(.7;2>Z[[^Z\`>
M[+6SZ\35Z\)^[,B>[+5.[%]E[,K^[-`>[2O.[%#E[-)^[=B>[8%-[21E[=K^
M[>`>[OC,[?GD[>)^[NB>[LQ,[L-D[NK^[O`>[Z>>ZEU!_\[R?N_XGN_.Q>[$
M9._Z_N\`'_!3Q>^Q,XQ#\`$(G_`*O_`,W_`.__`0'_$2/_$47_$6?_$8G_$:
MO_$__$@'_(B/_(D7_(F?_(HG_(@7P96$`$N__(P'_,R/_,T7_,R+ZMD
M03D(L/,\W_,^__-`'_1"/_1$7_1&?_1(G_1*O_1,W_1.__10'_52/_5'?P94
M?_58G_5:O_5__547P!\AU+T7O9F?_9HG_9JKT]KW_9N__9P'_=;40#^
MW@?))/=XG_=ZO_=PKP!\__>`'_B"_Q9B3Q9W/_B(G_B*O_A8X?>,__B0'_G]
M2/>&+_F6?_F8;_:.G_FC_\5A6\[GS_ZI%_ZJ+'YII_ZJ@_XE"_ZJ__Z
ML,_YJ!_[M%_[91_Z96'[NK_[@#_[O/_[P$]2K9_[P5_\QE_VOG_\RK_\+#
M(!PN:?II0#+G")XK!<4P82+)(8(1Z[U+*"^JU:M8[>D[I"&"2BB#2AQY8&(&
M6#\:%MP0E.`(V@5PX;J-NP"&TT$H3#PXTD10DPY1$FF8$<)+)@-J`'0H=-'0
M#RM3,O"`B8-'!R8,NOCI0$!'D0>"G%CQ\@6%GSEE3$PQL@`P<6@B2\%W2@B!_Y[MW;SY]?AR`+[GW!01%(
M^$'%%PP@0L,!0+`P@"8LN!?`67XT5H@+'/3@QQ<^^,&`?1@N5D2"#'"`1`_^
M^%%$$'Y$P$$)47"P0!@Y$.`'$1Q&&G(==]M,Q4\574IYIAD4A+>(`V\-\((\@5V``"&
M-<$$!R'D"%I1<(P*()
M'"B1``<;W)>'AQP`L2$3?M@J*P<17$"J'[@JL0`'(/@*K$E?$%L(EV4FHQV8
MV7;K[;>$G!D:!WH(<@45(Y1PZB`@Y,&,!%\$ND>>@NS99Q%;;(&"&FGX$0`'
M(@SBQ(N*'C(``&H(P`$`@1U"P0`01RSQQ*ZZ5P8.%3*#B`\<3"H`D!_[,6H`
MRC(3H0[/^N?J%O(9R,$`!SZ(ZPD8@M:R?*]\\:#.+C\P*V@SSVSGT!L^>&TT
MX!;SY35A)NWTTU>)>]\7ALS*IR"U/BB!`/\N0*\?]@K"W\*O#,#!!8/@2D7!
MAP20@QX<8(S_R!02U&WWW7COD!\!'&DJ<*L&O%K
MK"APD$8/*S++P0J%]RH!`,`*^\63*WH0>08H6F#Y"AA&N_FT&SYY--3#;,LT
M[+37SI#4#*@1AB`CM.#'!QP@)\@*3MXG@`=%?&Q?O1Q<["$?"0AX9^6,'!
M#(,\P,$';!?2@!$#`&C"$IF$,2>I:V6<"(8^?0'?AT$NJ6*"5JCQ`XK_`-"A
MBW.`P($&-.*!'RR0!P_LJ$<[>%`%.'"$&W``-%;@0?\X<((P%$$"`RR@E$QP
M@P2VB`-SZ`*RMH0TV_%B:=@PH0I7V`ZI+7`!4`@#>43@`405:(",_S/>9LZS
M/+`UKT]_>H(`BE"G-,''#T\P`@!DA:!#<*H^99``%2P!!?D`P#^#\)L@ND`!
M'SAA`#3PPPP.$($#6,`DWZM`$5CEAPWD(`("*)`,S&@%*^SN!&7H`!D%D0$"
M<$988:@C"PY0`C_(P`@6D``+[EB$"AS`,%#8``$DR1$96"$`#)!`3@B!+1:Z
MPQK;\:0H1PF>1)3`"!PJT0',(:0=1&`*`"!`:[96$^OU,&S/^]-0C.2!$1#@
M"U,P@=YZ=2`C/."8_QA>:0@0`4UHP$])R:+&%-2`(Q12$$N`@0A:(P@J=,``
M@X"""#IPEPH=00=A%$02.G""G'@`".0VM(7083@G)M$`3L'X0$1V$6>
M1_!"/5]'2EK8(I0%3:A">2$U/^B!`3PH`P.$$CT.?$$"U$M#-E80,D$<00#)
M+)8\!E"&P+!,0#QHIA^D0``!N%0`1O-#!21``P$(BXIE^$+#"*%%,G5RH8^0
M70J!2M2BF@EV)[@>0*;YK9\:51$HC,=3ITK51#04=CT=DU.K6@BA2I6K8*7J
M5:&653%M-:Q^B*I"T,I6H([U:2U@0JCF2M>ZVO6N>,VK7O?*U[[6]6)M1817
MUQK8PHKRK89-[$+4VH>F*?:Q3D,L9"=+C\$VEK*8!9=D,\O9;C#6L9T-;58V
M*]K2(L.RH#6M:F__M]K63%;WOWV]KF:P!`'%M->
M02Q.#3L8A`_.4P$_!$$-]_V"*#3C7_Y6^,)=O>WLTEL>`72AP%`(0AY\H`:?
M^,$'7^!!&G;DJG=).!2[PS!D^ROCV`(X$Q@BSS$[YH=^6$$$:D@/BAE@!.`-
M[%UC\9_-".<`4]$.EMM`#-4B1
M"HLS'8K]8(27)?5=>:#+3OL"!,G2,/#N5'@T6S3$7/-I.
M_%G4I<%JZ55/]L^NOG2K8ZW83--ZS+.^=6%AK6M<]_J_!\7MK\V-FZWPTU*;4,B#*3H
MRQ.&(`@/K-L/-PC!*&),B`ND#O(5R@3C4!1;ED$(H2T-L#%W@"
M(9IP@9SX.PP_N$"YE-+P03SA`F>)`;L'(>]-$O_\`KN[`2CZ$G%1;%P0>KB`
M9AB>OHC3>PDI0,$F'Q&&$.R;0GX(PPKV38B+;[SDK9D#*`2Q!U`(901*2(%X
MT1T2K`V4J.,FY1/*Z8<]S.":O)N!D@_1NT'L(5];2&=-9C!QQH!]"T99@<+Y
M^0&8("(&*YBY(3DR"!K,P.V'"`,5R@X%N&\2"D]8`;T%`84MI,\//P#[X"NK
MX:%J8@MCTQ),L3;Y`R69$".8+P>L,`*E!"$_$G"[V=30&@'S2?.$HO"H`">(
M?[G%1QV+'`-,$H(O`&D0"@L8HV,Z!/=$2[YW(IR$V#NVF%KN'_^:PFQX#`43
M0)@#!\![(VY@/?=08.+_2*@8!W+0>15Q@``A&5B@\1,27#U0$")H0`^Y1`3C'1^YA!=C%.T'00S.@,!Q`@4\A/X)0*00`]"*&4G,C(B
M""W`'VAS#^;V"!Z@7=:3`"=0)Y/G!UEC(#H39C,7(4Z``^2A4@2@!E.``O^2
M8+`7:!+X0QRC7?*1'N*W&*UG4>QF-I-"'A4Q`'F`18*@,$H(/GHR?,`W8*C&
M#-H3`>!%=X*`*\C'`6K`;@4&`YMG``MD1X]0/TZ``M9S1#N@!AN``__B.D4`
M_V'/43&O@!^'Z!Z@H0%?4!RPD4.0MR[/PU1NI0AA,`,G\()^L`2<^&Z"0`,7
M<'(,%PK`3H\4RRT7LL\"P9,`A+("`+(`C/4@:_*'V,EQ"7%0O_HF0Y
MN(/=4PB48RU0$`$!(R7"XR\GQP'#`P`/D@0"P`07-`@G
MF`8W@(7PQ@,$,"H;@',"`&'((895EP,K(@`QAF("X/\$4*`_6J(]U5@(;HB0
M:I`#-]!>R%,$Z;,`'2!VB]![4W`6&?`Y`'C9:(`@``
M4)D'U@,:N6-B-```QS.)>;`2\%=44H.+%D4HG>/@B8`(H`"%5A9P;9AL+"/N$>1`W``>?`@!U($$9,>
MZ/=#A4"'SR$(=,@J/V($#/#_:$ZX)`W`FCT"FI;I.P@9BPW@D6"3,`(@7E_H
ME`!P2$9S`CPB)%B$8A*P`\#3`3/)`>`#,6QX?`@9(0W07C'``4HH"4J0(H40
M(4@S*A7AE$&0`_U0(E3YH+/B(J!Q`&5`"*X2`Y"'D4:0)9:X4%*#(RZ``YRR
M$FKYA3%E!!`6#?_R`"<`&_;S/$P09E"2`53`*5[X'0GP`R@Y"#_``SRP21.`
MH(30!7:C2QJ@!@)R`(%!AYY6!#7)3V4P`#F!`J'B/FMA!5^`!/W0+X00(6AC
M!!,@"#HP1STD"#(@`!.`=8*``MHE@H/@(NW(%E]P`!D(`T7P++H)C@#P!1L@
M=_,`_VZ40)SKZ0,^`"_*^05E@*@^8#HB,26&@)\WM4N+\2,64`:<0H<1&9=!
MT'FQ*`/X*3S_L@2(8IYA4"+320A#M"M,@)(`D@(E4(SR]04/X"[7DY^Z@:A4
M=Y/_T@6(,C!;\`0GOTD:9Z,"?15`A)M?^CHQ($AX<":>A0
M`!`!LZ*;#)`&*6`]*PN<^)A:A39'@:E.@'.]`C=-@KR_<*3DF'C%HX5)E4CZ@L
M$%2+[09G'@"NOB0@XYI04C,'/.`>`@"IVN<>1L.E7;`#/$`^__(QFVLTQ7<:
MG^#?0>00P`5T`($6`?P"03)T7
M.T!P`N3!)^!:@'T+=8I``T<0`(W68*X2%Q19
M=;&D`P/SAG6S>?4$?7&A>S30`%H\'V3RHP`R`$RAQX,$$93#'NO2TKBX@&OI!0OTRH&_+ZKEQ]/,J\=!`"O=Z^$T/_1.L$!&?K&
M,>5I^1$P'>"56+D[N%*3#!L"._`%X\M&$9!B'SC-MY<$1>"<8`,`//`%04`^
M*U`$?TH!8;3$U9.[/)#,)TMX^-=(;5J2R`[H%!'G``N0L`-7FS@D`$N2LO
M^$"HD\!P]`:*[L9N\38*DLD[(4##G*9O_#8(0P`3)7`!-U!T`]>O4'`!XH5P
M"L=P'`=R0%IQA?`$>QL"[";9FQ0#&"<#=<)R.DARH["W#J5RZL&)@4UO-_`$
M36=/J;T(HGB*JKASU*/*Y$-PO70!0:=PM(UP1Y=T2W)B/`O&X`"
M`&(Z[#IY18H#^1*+-#"O-%L$)D$H8;;_!\E'!0"R7F.B<8,P"MS4`C>'9I]>$77?4(7"M/E`1\`X(4@"K4!:Y-"1-N"57.51?.X[(E
M?UIN0FXM@V'670:2S+(R17N``V$^Y5`0!42P`"FX!U%@`2Z`=39W`JTQ`MKE
M%#\`7BDPT(*0_P(G,.%Z<`(#S5U8<@(HD#XQP'.A>`(WM-[B)0,G4$Y[(.8K
MI5TFL7-AEH))$`W?%6,XH,FAF``)K-?3IP$6X`43QUVQ30B+CF^"<`)$$`'J
M&0(1L`%`?@@&<`*F'G^F%06KJA,=@`.;M`0=X)N)$`/[K*9K0P5[:^S].0C-
MOC84%@,P``2']P,Z$`50SFE1``,IN%*)K,KLU.WPY@(W5!-```-*-@)`X`57
M+BL#-0/-?M>#&IR.EPDMX%("DCR]0I@50IBUD@H$2Q/2ME8`[/$O]2GV>R
MRD(H:[&Y/$:+!3_"!1P?DEHLRT,%K%R$/$"[CI!E:O!+WN@R,2X(2`!U8%RK(E%
M,@#Q16@8(U\$=&\:A-`CXT#$20CBA1J(*0?3!P<.HXN7Q%#:@Q^
M6P->)QP1CT!J'`N.)E\LFGJD[.WN[_#Q[04_??;W]@?R^Y`!'%N/C!"X<`$'
M`2-^+@@X0/#"$T@R#CXZT<*/#`X4'HG@Y<=?$`E0RECYXL./"`X/.DE0TZF5
M,AFE..3YDH`*.4<+_]10`+#C!R2;>=2$6,#!A2,O'&!\R9:00Z$%43CL^.=G
M0)&&%T@5'!
MT80O%3[(Z,+N0!DG7W#P6\RXL>/'D!\IB$RYLN7+F%E1,#*`G1,.'QZA2-4N
M@9HRE?ST*&)E@928%C*(Z-LN`P<4CA"GL`)`L54_83@$(/6`PPD_93K[.>"$
M$;L`:H"01!F$E>,J%
M*>:8DXUIYIEHMK,*9Z2DD(<$D'S!00;L?""`"SHZT@`':L@YBHEJ\/!E.TWD
M`:8C2SP(H"/^9%#<6H_XDY41"/FQBG.0G*`6;=MYX(TTCX1Q``<:/&+B!',X
MXL,$6W8HGIP\^)0F9O2X=P]\F/K."@B(4(B01E1[%"$`7X,M80>1I3A!PS"06%$:J00)3**1:1``4U^
M_/",$5]D!(F,H1&`ZW+%.**!ADNX\^EV%)SX2!<7`.!#&%%,2!0+;7NA01A$
MP5`S9.S9FH]ZNAI3Z1:4)D1:.S?D``!`-Q"0@QY[?!'$%>;&5"OE51S7;'02-Z?"$!827LZ(X)$DB0BR-0"$*D-,T)G%D)BXNYQPIA!$J7X4D@`-
M3&2Y=ZA%J.X5;H/7+Z;,]N>O_\U4#IR5(PEH@!_VE*5'W*X^7_###*XG.3](
MX1LY`D`[?```<3FB##L8(`1ID`(#^((LCZB`=_Q0!#@]`E-^6`(!RO"_=KS-
M$1900P0LN(0.],`//#@`#624'Q-XH`,K\,.6Z*0_?M3*<&>[3.+\T#AM-$XA
M`F"!%%F`!$@`@0/1LE*6_)$Q'ZA!`'WQ!RLXH`]LH0022&&!(U+``6F]S1NQ
M$__+[-AR$YN6`2Q;#-C@`@-R,4\!W6
MJ4L1DO(6!DWQ"!Y@PA=H,ZH>R(`8%B#"%P3`,R/H)`-60M^X(+@@)!7QE8[!
M'RQG.2O^3>)71CC.2C0P`#7<$`:Y],,3"&(5GG5`.##(@[282("<*8<"RXQ(
M#B"A22!(@`->\,,&QL*"+X3H"48P"@V^P(0CL-(1**21]HQ0*@L<(#0Q`554
MOD`I8%1(`K=(@Q^N0!`$16`="P'",V9`2W@4#HF(HXKB1O;$`]:G7SCKI0`J
MP"D33+*-5Q.CC#)BQMGMTA("R`,-7GA-(.9A`O_5G"D1R!H`2T:@J!H
M\,<:"2E]A4P-2]-VA%$90006%(X\H*`!GPJNDOEA@`;>](A;!,@`!RQ#T)Y`
M(RQ6`!(T*M8(@O"%,!3TJ_&0)5C'BAG^R:D^G+A`$&1R5.M,B2NIN8'R)!`#
M93U(`*^I2J56```U/J(':P507V[PC#R@[*1/&T<:GH3.8J0E/]+PP1<.$4]"
MUL>$#R`?3&@W'A18B6MD)<41;97$T%HB!)PSK6K5XX$8/,&"V!M""#BUVMK&
MS+:X34\80G`6;4B@;>_00PQ@VXG9NG29[@A##-;Q"`_PMKD4$%(77CLK/3PD
M'AYX0F]7>U#2YO:[X`VO>#$C_];QFI1[AJ95A`4,KTP`)N.2\L1^N>TLKW
MOOC-+UG+J]_^^O>_C>EN?0%,X`(;F$P'3K""_TO?]V"&!CZ(L(0%-X4LR:#"
M%IF"A".\V7#X@`E6Z`!LC^"#`81X!-.(,$"2$&'!Z4#"%*B`5[41X2%HQ`=1
M.(H/GK`$'_C0$2R@`+,<$04?"-`/+QZR'TS@@VPZ@L4^`%4`?)"1"V_8!QVF
M@07`=&$G]`7"H/)`!JPP`"<$D3$_R(`$F!"`,[^XP_WP@2H'2&8&O#4*:1B`
M!(X0WT?`*,).D,6"$3QH6F[Y$4T@@@2F4"P]4&\*5VN'"S:@D0!8^JA-H!X+
MX,PH2_];.C1-B(`5T@!1&%B!`FD>QI%`A5B[8=EV(K"PJ8TS^N$SELN#`%*]CTD8@0D2=PN_V3$$
M:,1E2P+(P205TSP`2$!0-_7#%ZP]2?46.CW\?3G-?L@!Y3R\C0`H@EMB2`N;
MDZ('7TQ9?=9"P4E
M\88`"7\$$D8%JA#DH0S/`,<>-#05E*ED/!K(3PM-V^!;)51ATR8-M=NQAP$`
M@#`W>%$8?J`&)C"7`1RHJV2_,(H!C&HXQ>$$XU)#BR),LW-<\D.\_3""(AC!
M`YX/N[FEM?$%"8JRWDAZ"*Y8A((_CAV,6_@7D+"%,[*4!7VA`@"(N(_;'P4`
MI2I]^"BQR6O\`G)E?IF84_]ED]#9(S8`C&URP@"<
M:"`[:##)U'3A`%;8PA96L84\I"0!2G"'#`!P*"8T8INY:M'ZE!$=?%$4%`
M#&D3`&!B&Z#B4BMW';QF!9P`?2/0_P%(\`'GI#P=P@)9HW[`1G?M@5#QH5!^
M,#`/\``!H'T*408A^`"\]Q8*X@CQ=44/HT%&(5E,(`&?9!V0ATU;D`">YP?N
MX@-I\`799AUE0!.;MV1JL%8'.`T0!O"QX)EP`,F`BIL)`!IX`)#-G]UD0%S
MYPA?4!T:`P!O=7V587V`F"8/``3\@SU^5Q&,\@5S!!P;4`9!D!HXL(<#P#=(
M!B$3P`!Y^`@ZLEDP4`1.P`,2P"R2XP%=@"Z08`$<0%!F`T-`@$*6$`1%<$.0
MH`,/*!(95T\=,9"B%Q
M27#O[(Z1E$<5!`59&$=7J`Y1:@'SR`!M(5O
M>('1U!XDY`1)A)%>7!O`L(!+I<"!$``7S`%A&$;
M%(!X0"DI3%0IX@*+4&`=1$!P3:?W"$0!4:9B'%Q'CWX@0IXW24CS*0,@'AGPCW-)"@0I
M`,^38"66.6\>.@F=\2D\=`*@F:`#V5!P
M8AUG-`&B;\LR<4P"DPX@?'%*`.Q0$)!`-(Z@<[4`EW`2;V
MUPXG!PG]^#00%`4;,`(_H)>0L"=&T1\GE#8Z@`WS29\'N`-J23L#(`T"L`-[
MP$/UX4-,D`MQEW)DI6QV5Z".D'?0*``'-P`49R=X,1-(XP<9\`4E-`Q^]8_/
M("T:"@EIP`%'%O]W&2&B?A!WA@"9QH&BOXH"XW`!1C$$`&!RHR(VSV=M@O*28;H88)JOF<$_HS(^I2(C/B``L7*97S!G-WD"
M18!^:I"=O$$!>7!T$@`?%HDD3J`&3G!UBK$G`[`#$U!7%U`-G;!"(W%D[^D(
MK[([WT$!1=!>6*F$JI,-5U`$/%`(`<)9'6)_:3!UJ<)=R>B6F0$#H/`(&)9A
MX&!E&Q9I+/@`/K!I5E1B#&@J&=$!498^+N8#%&=ILG(#5&826,8H.Z;_;3Z@
MM$0VML'@`R60`#[@=AK@`S/`8BCP!!0`#"Y091J6M(^@95PV!3<[`U6K+%.6
M`;219/N``DZ0!C`PN%>6!"[@`RU$!#Y05SA`9GOV5WF6`Q709X[P9U1V/?RJ
MKY_K,A900&FP84%T`R8P``Q`BR+``W-F`N?J![O!!"XP8WI@`0,P!6?!`@`G
MMR'I!Z@+8K=6`:I;5WY0`A-0)!]@!4Q@LHY`!.?J`5>&&W5;=7#K")\I83=[
M`E`:H$^`8Y80`$S``#W+EH;3!_85NNJ[OFBRK^S[,E*P`YK[&!$@A9'!CKGX
MONOQLP.FO_[[O^0%P/KS`5P9&0;`6)"Q!_$G_\#KT9;]R\`0','PX+X27,$'
M-J#H:\$:7,$4O,$>G%^<2J"6T0))5\("0&D'P!1/D,+"=``F+`"KN62W`P`4
M`&Q3,,-.@&Q^<,,P++M)1VD94,(\P`"T\01)1XOX)@#7(PQ28,0,@!YP2@!*
M!@,"4"1!O):S(``@A`-)=[,N3``M_,)5UP(-T\($@!XD3$0WP!M+F+_Q$`(C
MH09&`"I!',/HI,3]P$A%<#I!S*8!@,".\`"W<\(6W,$?7!4F1"5^1P!']002
M``#L]`YY%D*48@2'D@2/_$[L4,F4L8>Q""HV(!M_B!!QJJ
M61B"XND'1-$^B)>.M<>F77B"#R">H^DLM9<2ET##$9"6?XA=$Q"3#Y"6
MLVF9S0`-E[<@$A`!\L(),:`&!U#-#J>>O9FZYP3!AKS!2/`9-C<2%6`$```3
M3E`$%:`][K`G5$,+E'(HG5D!A.HO$58$ZYP^>5`!._`%TF$=%L``1;#`>5L$
M.P!NZM4#<9,V?I>119!7S74$MP,JXL`$Q:%&5R!]!?(($3$>2(%+OJR!YQO_
MS)"Q1*#J.#X'"5T0IX#7T%#P21+`7(7`,Y)%?W`Z%3?("3(P-9W`&Z^GHUZV
M>2-0!@0@`PLK>M``)Z6'(*,2-*E7!$EP"P+@>F7]"/G\!1^PSSS(`1N0>TSP
MN_'`1MF9`$R`&Q/I;D:Y:P8H3%;P'9[="0R0@AZ@,VXQ!`R0S@R\T1K,&]H7
M#"FABCD&?L73#H(M<8[P`T:0?NMGI'D0`5T`?^X0`@!0)`TD([+00%=0T8Y@
M3OZW3+)8,(]`!`'RFJ2@`_2D@$#@!,>A3)P'@39QLWX0/.,1`$6``QB8;/R[
M;,N(=]9V`'D0J@>')).8GH\``M,)0(LB60;9<2)T_X->L`4=\`7Z$`5Y$`"P
ML);6\2`=4(0PH`:,))GP.`'>47I6^`/2%Q,RT@%6\*"NU]\W"BP/(@%@"(]`
MW1A3D`0SF
M(`-9Z@$\(`!55(LZ\$)-Y2R.(`(.SEP0;AT=`D@`\`6"9K[*B!EB#0`'<`!&
ML-_5EN@'D,C9R`X(2LC@[IT5JKVY20O2H/42`"(@#%LS!9[#"1
MM]`!+3`!\*Q`5N`5:G!D(1```)+$"6R!$$,/`,Q?++]=VI]VV@CB"7-OH((1"ID=(!-[`EI_.&EEX"
ME*`&-#"8&Z`#(`![,ORJ=)[`GC)05W9&9V?PI3'`[C0O9
M[A"M79"69X0@3M8%3A#0!M2:JSXQ3J`8$_D9MLD!(I,`1M$%>@XG)U`!77`#
M*1#_YY#0!.,&O$3P@AJ=Y(S!/S?P&1357&C:;BA;!`,;-KN\G1)T"]XI0>RP
M`2(5$`A!%$3D!3ZPJOC:WAR@S@.X4*"4\X0VZ#C2?P*[Z.0$DW@X"DP
M!),`#G/0%I`0`@3!*=%_`"N`!),0(FN(!$EG:8@7((5P',4*)T3->?9""@=P
M(%O0'9!>VV:_&/PC0A)`!50`"%U^!SQ0&1PN?C)4@@P#_P,`>1)^$5\E848\
M?B-?4WX[`GY^21^B'@-&HJ(\J2X<$7X:+#(QB'XW5'.Q'"8W7Q2J@T6JKA)4
M5'I^3S,CJB<<.J)[!%]15"&Q>14>14$W+H\''`0-OD1^.AQ'P>SM[N_P\?*J
M!3]]]_CW!_/\P0$<6U0)&"#JPD`_!CDH5'@BV`\!"[]@\]/@"P>+:DR(\O'%
MCP0.#/QP".#G`0<1P:R<%)6"PR03'"[XH:*0BJH%'!JR<]6PA)J8M4**RL%A
MR3,=#13>X(@0XL*C7XH<.#!@84H5*)""/`1S,+J+P*2^(G"
M`<"7`3009A5U`/<7#<$.#!/E5&$TCC9%'15%Y.DD;K@Y=`A&S/XL4`*?LRPP!+!>-&`@!YT`(,?4BP@"$4+-*%*$@OPQTX/)8HB@H<2KJ`*
MBD^4L,`35W2PCH+W':'??JKL/N2FJ^ZZ[+:;+K7NQFOM$H$QYFEC]\JK+WKVG*OLO@`'+/#`Z\)+
M\,$()ZPP/>KY^Y@')T0L,38XC+E'Q7;A(''$Y:D2AH(!!J.'_ZTB)"-*$A&K
M24/$V#PAL1*$^@'Q"=L.>4*]2)Q`PQ4G(,CA";'Z,<<)NBAS0L'!,QIG*?`*MLB;000I,#E9"DC,PZ7+'W)T0\RU2@T0-,7,)$\!P/@L)%"I8C@>U@*Y7&`D3,P
MI`I,GOC!`@>Y`#`!A3(444;,KM`65O_Q?DS``3#2*>2:'WAU-/Q"\$M%E0!?
MH!#OM#(:^5V$"`+JAP@,"(!SO*\=W!B.*+KP$:\(`@H4Z`H3?":*LI3!@7RS
MEL%".#`]\&`R?A"!7P!POQ,8X2*)<(<'#D``56S@"SBDGP@J4P31=1"'.$2.
M!@B@ACQ,(3@_8`('\A"!P:GB`1:10+YDH!Q5B(`U3'0B,:`ABJM8Q`C1R2#T
MBB8*+WQA.T+S#0XG`C!SZ:XQ'A"!"#[B!1&4`G@&$9X`C"!'.:)M`QQP`@JJ
M$[X)?"$`,X@``'C`&1_\Q#L;^`E)3/(`$4PA#T$XBUZ^IY`HB(]\?C@"6_P`
M'N]LD0.>-$G_\9:@D"(PZ1EJ\,83%**_/?91!!WS7U-``H4!VJ4(`J@`"G;`
M`5/RXRX"Z,`)Q-![+C&1Q0%@Q&,@,G:(=#+DGD2-CQA0.(P`M!L`4)I37"
M<>XK!2]$81``(`,E8L,'96@!`433CNK04P)%D(`$4$.`()2@"%9HQP,&*@`!
M\$<"7[@``SC0`#\X00T:B(`:HL&7/#``!QSPEA^`(([E^,$(`GB"\_SFAQ^,
MCXM^<,444,"!-/C!)P](!VK\$(+DF=(%L=0G&7'7+V3]RS'_8)T?\'B0/+[C
M"678@7P,)X51BB("'`""'SA2!F`4P9J37,D(#A"*'Q""$)R,I@S&_Q<=)GPA
M`8%THBLX(``/J%(4:_E'!NI7G!014\85)*((`J3`GM,HIVG@-(`@G
M?%$I_B$]F7F`%>Y0`@>`&1L!4`"7HL!H!CK@N'9X8253_4(7*)`'Y`P@%!YH
M#3M@@AP!,$$41F""$3SZ`=T`$@0[`8!M*-H$%#3!`Q8UA0?2L:&AX,64/B!`
M%%(5,#?Z]#Q!%4@>"EH$->AQO@7]5PK40!)V`%85&N#`.3CB!".T1)19I8`)
MP!/0W[K`,Z*`B6HL0-;<9J8(O4TI2%KSUO\],*$('DAJ_0Z1@2`4@0&UQ*\`
M_L57`9C8"!C5RB&R5I@,TOB)8@G&$-3`@"A\X7XR>&$W3=`,#WQ$#48@0M,X
MZUF/`*"TSR(ME-F%`TSHU0](*,($@H&7&`9C#CMP0FA4Q`$UA*>AA04``-2`
M1G:,`*!XDP(U!-S(/+S.L>SXATRFPI(]5#$8(0#``$#GAQY<8#JJ@,(4.%!>
M/TQS`JR+@`#284IQ6,0':--7[MYKGO@RIPP##8"@FP+J@)ZD#@`CL@``-FD$1U*SL/(N%SZKX\Z)V\`62.@.E
M?H#"-!F00!2IX1Q/`$`&NB.*`&S``-;TH;S)ZP<>)RGEA=(3+Y
MQU-@<104J\/:P&L'M_V@Q.$$^-0A^()&VT$-B6R)`Z=.P!<2P>Z8J^0I_[MR
MP@`@Y0$`/#<"![@7)+CIV1(08,L!+Q;`0T^N@4^P#'DPDB)HA58""H3L]YD(
M0OWP#(W,OAT9/)R+_=#Z>AN@!%_8BRJ@VMSGIMRC82A.*=Z!:#\<@@%XNT$(
MD@':%IQT(2:`PA,"0Y.9\O13`Z8Y!.5#WRL8_F[G4.,O"1O>!U"A]09!G4
MQ)3**/7KP!7%(0)P#$"NX^R?!$JBP';&!A5R)Q,\4`;'@`-Y,`Q'`54E`!$H6VD9_\GHS>$UF)Z?K!H01```5`*
M.P``76!-R`$$31A*^6$$`+`=,*$#3U`$2C543!!B[=$HHD`#!Y!)Q]<%XY,(
M$5`$&J`#$Z4(`8`2L^0$LW0_Q.%1C74`3.@B,,`"2X9H@=<)`9`(+G04%
M*)`?@.0#4B!V7S$^0M)<-ID$%^2E=4S>$]/6(!$`$`:6`R2>`\"F$H&]$1
M"^4)^"T<)$C0'5C!V!-`!:M)X[X`"5O`%2(9&:+$0)P!(,00%`%0"5U!!'#`!+N(!
M:=`5/$!1G/47(&2$C8993]Y,!Z@`3$#!3[`7NV0,YQ#`[@E"E309#)T`D@0##>@`37I!T0P4TL0
M!9QC)TBP%``U&`.@-#=.P1E&B9ED;HCFK9+A6@;X@A`76Q&"LP`"/8EHVQ
M:3&)EWS9EWG#EGXY+H>S&(.)&(49F(=AELF"F(S9F/$"F(X9F9()#WIYEHYQ
M_P.M\B"A1!_V42:M-P3N]\SN92!!44!8*(52C81%CQP%"TO\!/KI$I5)!+G((PW&-
M"I%X"J$HO48`\4%683`!`.!)0*`&4#D^:/@/P3!VQH<.U],""A$*.=H[0F54
M9=H@KX@:XR.0'!`$=QD/6)$'%K&E`-$.3?4*`%9F8R<`(M($8X<7`#")?D"C
M$5&?\T"?B"H8*9`'*&0;1%1#3\H!O-8.,H`;JJ`:"N$^XU,9PJ<*O8,2U8%7
M98`-S1:0!W"7.S!?@PI@#:@*XP,1.Q`TJD`#1$%1_Y0=WA$&`@``>.$WC65*
M&,4_`E.9B]EI=\H<-SH37R`4$#2-$-(#`$`!4#`"/"@]3\!R7B(!8Y<(H)"D
M*V$``B"I3D"G^@83B/=)-G'_`9V%"0(0;@$X5US*$K/U!?>2#@"P`S2`5@!`
MIIWU#FAJ$0=``VN*33X@`V%P0_$I#]WC`UW@`5/P!(5Z=8N:J"5['D1`IRCD"%#P#PWA`FVQ>1!$3**Q!T&P`S^2
M*7O`@5#``AQ:$!<@B%<$3#!F9;H0(1RP#%`&15##SE08QZ63?M"[Z3`?>GH+?<AJH04%F]B:'&C@$I2.AJSNH'8R>$HH`"1:`##O=;OJI9]=8`R"`?K`6V,4.XX,""_5"HB!*1A``+]1,Z7`"/!!.
M%<#$O_'*"1>P/L`;+Z01,"%L-\;_#O,D`"V@"B@6'7.0-;VK&CY``;X:#$^@
M`PL%0BV@`;:A5[SC`Z^\4VQ,O6SL#F\@A*XRDZ]=!$![D,WHN@?>3`#;_0!D),ZC`!&H
M\1$$H$16[0<;X%'Q0$Q&(`Z,E,5LL=US<`@.Q%)M41W[%$Z)``3C8`)8$<>\
M!!X=4!S8P+%@J8]EI`9ID`$\1O\'`$`.!9
M5C`90\`#4"D!>7`$`Y`'T0!54^`$1=`@(5`$&F&M.P`30JARQ.2K'3L%/)`J
MB&8]#5@$M/$$]J52W-')H-4!3*`&R-E&,/FVC[$![)QR0O$$!Q`24'[KI91_"N[2!I
MD!,$H=`!`C!3+B``K_.N4;![A\XAZ]SGJH#G>DX`X0/JVV@"('6PHD#G_#`"
M)I"`4T`H=,[G`B`%/B``<`(%\[0''B!JO=%$`P@17Y`&/-H"P%Y0I:G&*K[B
MOJP*/`#LG@0NLT519"$ZJ1YS+K!F#FG_OA`^$5806A]``)P;`Q(0REZF$D6P
M<8%&0#JP9BQP.Q(06AXP[2@Q!010G0+P&5,`["ZUS/5E!2\J!0*@*$A@!&I0
M!)<\W4"]XAA_V=>>\8/1/"A.&"X`EX:A!PPPEQB?P>''\2HOO1N_\O,@`HV&
M&!G@YX4Q!T3&\8JIP2Z_\Y+9\CS_\^Z"\J8,]$2/ECY?]$AO+3F?\HY!`S[P
M]%"_(5-0*C(P]X[``/@9!AW0]>7P5$\_R4^/$B'_]$[@I%OP
M]&290N-<1C[P!$O@`\VM'%1A
M`P`B?@EJ5HA^#!Q,ASY?B"5J'&FMH'XHFP-^.AP"A!*]T0%^KD6Q"_^S?C0[
M7SL['!0WO>CI3P(`.65J#X?3Z7X!'$4KAV$YI`<<+(?L36#"@<&>7K\.#)*0
MA)[#AQ`C2IQ(L:)%>@HN:MS(L:/'CX<\',GS[-`G*P`(G(N0A\&7:O22?!&`
MB,(F#CX..0%@Y5\Z`4"_<$CA9P,'*P+*]/`C0AR/`S'2'1!T*R2,18BF[`)P
M8$XZ)`1U'`I1I`S!"G[V""!`#@@B#[\6'#IQDQ/(NQ0+M.C#MR_?`W@1V=N"
M:)Z?"_.H?&'@L,O4@UV^4/`SAX.$$7["!%%#P\^`(APZA$G)(=2H0RF^!/.5
M!P#,;)LVR*+R35R8I"$0;L(T#%&W(@`\'-+_QLO)O6?7'"9WQ0%;-]HN.(@5
M!<`MQ1U%:/L)PD->R5XR.!CA0&0L!\!^K!3!_`5`F'H"M!_Z)3^P_?OX'V;,
MS[^__X@]??&=%=48A8L(+O@A`0#T>``:37Z,<(`$6VS1V1YYE+<`)/30`,`4
MF1115&@*,EA9*+TDP($+4"QV2!`"%B)CEE(!TZ.GPAU'0N$(#*2Q%N($4/
M',1SB(T8(,55L8##P0`P#.*&<'E`PDB6*Z[4',&TTJ'!Y&.8$_;AZ'$01X6"/=#&J"5'^,8OXXHS[`84?T_9B@AH,EQ@`E(B(4$04$D!XA!I,]#19=`*PD(>KZ%S`
M`5JH$:#S%(;82,$OJ`=D5Z:'/`XP(E"X0L3CO;Q'EZ=^Q"!`$1GON8,1+H>Q
M@Q54)'D(#V50P`,`P38^T90=_W5?R'X8AIC)C-&3`KRR?@!%-(OZ`:=G1HB0
MAQ%?((QS``$0L52I!3$PO]`7^,1XY-.R=/SB`K\0`#&6!`P&"(`#ZG+%!;XP
M`0Y(:U.5LX;87"$"HSR0-@3!3,-$<*UTT(44O=C_!2*B$(7'I>P0.&@/`\B1
M)K6-X`8Z\$<*/!"")O@A"OPHTWR\H;TBXD5Q1DPBLB)WB&Z8`QTV0D4O#D"`
M!1@!`*R(4(C\<(0B>69&Z'`%KUY$$[.5*0`"0,ED>O&)?/0+$;L[1'1R@#ET
M#`\12P@'"M)1!"9X8%86,(H/I'`(S`"-=4IT",>Z][&[@$]\B7$1/?8P@"^H
MRTZ,60(P.N,\-1A"3E=PAOWRE+I[9`HT3X#-!;9002+ZH8#"XL06\A"C0]`O
M4[DJCP0UP8$K<`UNZ0`5+EI)FPZL#@J=Q$4ZYN`"%R2@%TRHGQ_T4(89O=`/
M1.``IJX(`"BH"""OY$`"_V)PE,?A@`.8:)HK$\E.BB"QG?#$"Q,1YD=$."$9
MLT)18>I"#!@PX3V?\4-XRD,O>DB@#+T0P`[\H(IX/$$$'J#!I&1%(@"4[Q!Q
M/!,3@$>/.QXBFLGS`PX&\$RKT>`3=3'!#7)P!#_018CQ/`3W&/D]#A#&.X<8
MGQ\4(PA"0.P0*+`$`=0`@'P491*5^(*1Y%2U?XSR-+U(`P>DJ(%[23`1FR`@
M!UP6RT[,BAA`X`#8/%0$#TCP$PC]Y30((2@V88.#B0"`-VZ00-`003@2:"0]
MMF`$->@,`$IB!R$88P0!0,D50!B!)H(P`+_&8A1&R,$7RF#4(=8GIIA%Q#LS
MR__9BC#1'SKZ`L\^X0,!\"`6%1!M+SHWER(!"@"#AA*BAU,("H3Q(0'"%"&2$D1HV`D0(QT]$P*%(%@+DU8=-2@
M(\9,"S5H#-
MFU9@0@3T,)8`#&`*2S#)0HM'`2_T8@Y$")TR>X9@@I5@`D8Z0:!=H"IL@LT#
M.O;!'EU``1$G0=2'.#%_4:0#!C#A`2+4;8MU.P4F,("0G9VI>]W,ZU[[^M='
M!+:P.7*!0GSDQ!_1@Q46PCMK=*[VVVM*=-;7BRN=K4_D!(.V*`MG)D#TK`
M-N-T#6UQF_O7L`1\>R0,/$8$
M#0+N[LRNN^"+&X&W_=`"?[>`_Z,=>;A%NN#O/?B[%QY8>*I*B(@6Z!L=6\!W
MQM$147&3.]YW>5M=Q#8`"'D&0KR\R9D/,8,'W@/73,D5!P!0INC!;3QZ4M!-
MO@`V=Z$0$8A:%&MG:81#R,`(>;BI^X[21%=FL^F(<(8PLMJSE1LNNW*)!C@1
M=:P9Z!QY&XG`%X+5%&`P[09%J+`?@,3``W0:X8@[.-Z?!04F2B%7`+"Q'T(`
MVF".@AD"#=
M/&0Q'4#S5+;.LUXB"$4"G3[!%[*X!U/H*'N8A;?'\'*#!2Q`$QE8`%%:WBN8
M`];W"_\8XR&2L(@%D,T(7ED!`(K@`AB,!Q?14\,!:+"'8P2]6LZ'49\?J(;L
M(:H,2%`0A#Z!B7S)5HY<)Y4M-T%O/VSB"^^1KC<0%0'D8Q?L;/(%ST1V.P4<
M'9`!"D1H%C$#0M$)0Y`'$\`28",%_B!W0&(V1A!K>Y=W&UA$2\`/WR%9(A`.
M;>,#10`"9=`=]-`-+F<%BU`$8',`\?,%O(`.8T(``!`5#*`&"<`$:H`+1N$"
M4_`%UH$((P``3&!,Z70!$G`/<`0`"7```'!9K[0C*L,`Q@0B,J`&%&!&Q0`:
M2C(KTU<$(I9[5$)3]@$^Q)<),.=RZ9!-!","`=`0+C@=(4#_`-T1/>%P`BG`
M`3SP?0M$%S9F)[5U6Y&P"9/!6@*%'3-0!#M01]&A32,@?YH$(PSCAVJP`DO@
M5_MG%QTE/=%P'F%`@/;`(1HP!?4W$1YP1781#3JP!\LS>`)P`*<#>1+0`&JP
M`\?2@1S(BXS#!-7T'3#`"I\`"171"]V`"D4`$T9``,?C&XYF-H:'")W'#].!
M`B8@!6&0![QP`R<@`W2!2#M17DY0!BC0+KFV%VB()3;5*WEP``X)`##7D`[9
M2/Y##SPP`6UE$WL0/5IA`C73$[CU_P54H`0V(19F0P5KV'6F$@**B%62AP[1
MT805('_VH`%E$!R'";',`&$Y`72
M$"-$D0YA0`!&`"4GP`,"0#EX]05ZH$G)P$:W,P%R]`-Q5$AE0`")U@L:H`$>
M)8_H%#88J6=?4#-*TEC'@$B9=7*[EX8+F0DD40H120AR(P$+A`X"$`28,P4<
M\`/1PP($8`5R8@^X51<'X`%[$`0B8C8$@R@BD!(M60]!`Y/B=#SV0!NC$1PU
MPU7-P0`\8/\%5=2)"C$(E06`KK@#>6`/G2!Z$K$")W`""L@,%G15KO"4HSEW
M%KAS>6"86ZDQ6IF>_<%$<^.#9)D!*7AW)O`%7:"(7B``$0`#`C)U03`#`+!H
M=D0K)J:/16`$4:$!1"57%6:=D(-UT-4+-]"$Q-,+BYE=&8@(.)`O-@9W1!`]
M2C(A)T`0+I9["+EKFBEU*;F&*9D.]G"8*<``PQ4$1142T41>+,``H&$"L*D@
M(DD%P:(+W"44-8@H6V`V,Z%!%3IU(K`",>(-!L`!0^H3]A<`VL``I$*`GTB4
M)X`P#2@*:N!?&F`%.(<.O'1F::`&`_"'!Y`$T1%NE=(+5`EY`M#_`Y_0E^RI
M+.N9I_C!1&'0$YMW"&PY7E5#%7V"#E`Y2E"9#BR@!DO&+X#11>ED``^0(QED
M%$11!D$P16"4)TKRB9ZB`2G1G8CP%#2030[Y"L_EG8)WF6>(H@JIHB['HD6P
M-FOC;4`C`4`@`M64#S4C`3WP!(T*(JO)'$#0HZ*)#L81`29@`E!':$;:!0^B
MI.D0';CP"]Z0+T30K(7I%NDQ8`D`9A,`$J>`)]=@,#
M`)B(@(]0,\
M\`4+H`-$@0("8`(C(`@>X`7[Q0\'`%$$T#?1L:HQI7O>DZ+%-[:>L7*?>@@L
ML0EJ<)6CU,Y1LXC(R\*7N(Q0Q4B9Z.Q%750O3583D:8N".@EWQ[#XL;"@"Q),
M](J`$2D!P(6`"#X`#J$(#)X`$-X`#1!&^AR`%
MR'L(]KL_WW`"J?0$X@M#Y7L(37`"/H0.W`$1'"8B#`#X38W2>S_0TE@
M`#QFP@W\`2.,:WH``VV,#O:K?"E`!&:L9F#;!]%6Q(J\R(G#R$J4``SP<1<1
M`):Y$7,@`67JR!#AO8BLR9[\R8%!Q*",'W-0KAR!!!=W$6%0AJ.<#H>\S057S=S\S`\SMCFS>1\SO?!R66`!>S<
MSN[\SO`_=$@'=(B/=(D7=(9?=`)
MG=(;X0`0T#TN_=(P'=,R/=,T7=,V?=,XG=,ZO=,\W=,^_=-`'=0XC=(J7=04
MH0)"G=1*O=1,W=1._=10'=52/=-$31%;<`$\]@,5HG'-X@$:&!$C``(>*<#^
M%R4_X`45L&U&O1%([1=_\-9P'==R/==T7==V?==XG==ZO==\W==^_=>`'=B"
M/=B$7=B&?=A^W1XCW>Y%W>YGW>O`W<>"'<(K"VF3$%:5`&[]&'(`!Y#*`#,^`$?18E7F`$0=S=%O'=?8#>#O[@$![A$C[AAJW>=R$`
M$R`!#V`(7A`!;+DOT:`=5"!EZ(KNVVCN$5/0
M/E&@'4,0`)#@`1TP!2Q``2Z`&1'`)2A^.$V@`PVLBB@``PE@D%0PZH3.3H:^
MZ*[^ZK`>ZWG=Z*M>Z][MUK*>Z[J^ZXA.Z[;^ZQ#QW;P^[,1>[!+NZ\">[.@@
M[,;>[,[^[+J-[,H^[V'QQ!AC0[=[^[>`>[N(^[N1>[N9^[NB>
M[NJ^[NS>[N[^[O`>[_(^[_3.[M6>[?B>[_H^U?S>[_[^[P`?\`(?T_I>\`9O
M[0.?\`J_\`S?\`[?X`\1*_ZP]?\19_\1B?\3(]$/$
GRAPHIC
7
y76595y7659504.gif
GRAPHIC
begin 644 y76595y7659504.gif
M1TE&.#EA"P!Z`.8``**?GH%^?8J(B'%N;8F'AVUJ:>KIZ'9S<82"@2XI*&AE
M9)62DIV;FKBVM5%-3+"NKL3#P^;EY-?5U?;V]7UZ>5E55"8B(6=C8LO)R;JY
MN6QH9I&.C<[-S.'@WXR*BN7DX[^]O6)>7.[M[*BFI=#0T,'`P$9"0<7$P^+A
MX?+R\N[N[!P5];6D$^/CLV-;Z\NS8R,5924=K9V?/R\4Y*2;*PL'AU=(R'
MA.GHYZ6CHIN8EZ^MK=73T:NIJ[:UM>SKZM+0S[:TLUQ85JVKJYB6
MEHZ,C']\?$=$0_W]_?O[^\C'Q\_+R/KZ^?GX^-K8U]G7U<+!PHB%A9>4DI&-
MB>_N[?3T\];4T_CX]^3CXJFHIX6#@Y21D(:#@LG(Q\O*R65A8,&_O]_=W#LX
M-_'Q\?+Q\#4Q,,C%Q,?&Q?'P[\K'QC(O+HN(AY>5E$`[.7QY>+2RL<[,S+FW
MM[&OKZZLJ_#O[[NZN5-/3WMX>$1`/O3S\N?FY<3"PMS;VO___R'Y!```````
M+``````+`'H```?_@'^"@X2#,5X2A8-(-0,V*TJ%`H(B"G@^A).#5P:$>XJ@
MH4<"I*1,A"$`3:M-.(0B:Z&RH1`0LAP$(#N%*%(E8$^%!T09)3:@AI8@C-(`(0O!P<#
M!QLIL[,+%OPC)(<"BS`_$A%2,*>/GCD%_!":(N@"#B!'4#5`P^:/E&N##(Q@
MH.)/D&.#9`@HH,%&ADB#"FP1PB,-PXF$^H`4Q")'APA"\+P@E&*(!P$Z4,R*
M$$'6#FX#!17!PPX#`T(7?&PA(J/$NS]>!$$ATN7K@B6"LK3X6FC)#$(Z_Y+`
M64(AB1A"!/'D"-+;IR@LN6K@XQT
MD>7$2N-GLBK,$AUZUH!!>^2($(1#@F=!(1R\&?+'*[0_2GY,L3THF:`19+Y*
M0"NH@:U!:/ZDF#*@R*]!D]PT^&-C!*$\?WQ;(P1@P(`"#,(<%Z0$PP8N&W@4
MPB'%@)T22@E5R.$`1@8'F`8!?F'OA8=U?XPAPQ\@?"4$(6FL4,AK?Y31U"`A
MN)``&+5]Q>A820)]_!CKH((7BA:@@
MBA+2Z*.1%O)$%#RD6`@"(2Q`A0`.='#=GG1D%--J@BQ@!"%QF.!`!6]0\.4_
$@0``.S\_
`
end
GRAPHIC
8
y76595y7659512.gif
GRAPHIC
begin 644 y76595y7659512.gif
M1TE&.#EA"0!1`.8``+&MK'9N;9"*B?;U]8F"@,3`OGYV=8>`?[:QK_3S\LK'
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MS/'P[VMC8I")AWMT7?KZ^=_=VYN5E%!'1F5=6V]H
M9XJ#@9Z6DU=.34Q#0M;3T\S&P]32T=73TG%G8XR%@^_N[5A/3EE03X1]?-/0
MT)^:F61;6IJ4D_7T\^GGY7MSE`$@&6_LP(
MHXC1("A=3(!I,L@$C71^/!01=(!0LB^'@1\>=&@`)3:MQ```CR$_A2\
M+T,J`C1Z,C0@;!Z,'A#X8S!,SDT)`BY(8A;?04>3/H1XPI::X)
MDI!EB=(K!0012`'CSP\0#2C\(7#@IH@/#?JA0`)SB8)!3O"H%/O'"8(3*>2\
M@&L81QD'-QI0_.,CL*`(1KK@]9`AP`(@-LI!`/`"1(4?@RQ(<4O<'YRS'OP`
M$"0GQQ=!#^K,$E`"@9H"!Y!XI6`CZE0VA(A#SB!-N-"#'T`,P8`@-GB!P!0*
M[!'`+RVH,`@+&4F1!`T9C,%$$(,P0,0'`$AQBB`RC%CBB5N@@4.'7-P@B`\O
=#")!#]+UH8$#+[BP0`MBD=!"`%F$H1HX@P0"`#L_
`
end
-----END PRIVACY-ENHANCED MESSAGE-----