Employment Agreement - Instinet Group Inc. and Ian Strachan
January 1, 2003
Mr. Ian Strachan
30 Bloomfield Terrace
London SW1W 8PQ
England
Re: Non-Executive Chairman
Dear Ian:
On behalf of Instinet Group Incorporated ("Instinet"), we are pleased that
you accepted the role of Non-Executive Chairman of the Board. Set forth below
are the agreed upon terms and conditions relating to this position:
TERM: Commences January 1, 2003 and expires upon Spring 2005 annual
shareholders meeting, absent earlier resignation, removal, death
or disqualification
AMOUNT OF TIME ANTICIPATED TO BE Seven days per month (including two travel days).
DEVOTED TO ROLE:
RETAINER (INCLUSIVE OF ALL MEETING $275,000 per annum, payable monthly.
FEES):
RESTRICTED STOCK AWARD: $75,000 value annually to be awarded as of the date of the annual
shareholders meeting in 2003 and 2004, with one-year vesting; pro-rata
award based upon $75,000 annualized value from January 1, 2005 through
the date of the annual shareholders meeting in Spring 2005, with
one-year vesting
ANNUAL INCENTIVE BONUS PLAN: Non eligible.
INSTINET 2000 STOCK OPTION PLAN: Non eligible.
EXPENSES: Instinet shall reimburse you for all reasonable travel, lodging,
meal and other reasonable expenses incurred in connection with the
performance of your duties and responsibilities as Non-Executive
Chairman
<PAGE>
Ian Strachan
Non-Executive Chairman
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We are indeed pleased that you will assume responsibilities of this
position and we look forward to working closely with you to help Instinet
succeed.
Best regards.
Very truly yours,
/s/ Paul A. Merolla
Paul A. Merolla
Executive Vice President,
General Counsel and Secretary
Accepted and Agreed
this 1st day of January, 2003
/s/ Ian Strachan
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Ian Strachan