Instinet Group Inc Sample Contracts

Instinet Group Inc – AMENDMENT TO THE AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT (November 9th, 2005)

This is an Amendment (the “Amendment”) to the Amended and Restated Transition Services Agreement dated as of May 6, 2005 by and among Instinet Group Incorporated, (“Buyer”), Bridge Trading Company (the “Company”), and Reuters America LLC (“Reuters”), (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Agreement.

Instinet Group Inc – Instinet Group (November 2nd, 2005)

NEW YORK, November 2, 2005 -- Instinet Group Incorporated (Nasdaq: INGP) today announced net income of $84 million or $0.25 per diluted share for the third quarter of 2005 compared to net income of $11 million or $0.03 per diluted share for the third quarter of 2004 and net income of $8 million or $0.02 per diluted share for the second quarter of 2005. Excluding the discontinued operations of Lynch Jones & Ryan ("LJR"), Instinet Group incurred a net loss of $5 million or $(0.02) per diluted share for the third quarter of 2005 compared to net income of $8 million or $0.02 per diluted share for the third quarter of 2004 and net income of $7 million or $0.02 per diluted share for the second quarter of 2005. Discontinued operations for the third quarter of 2005 included an after-tax gain on the sale of LJR of $90 million.

Instinet Group Inc – INSTINET GROUP SHAREHOLDERS ADOPT MERGER AGREEMENT (September 21st, 2005)

NEW YORK -- (BUSINESS WIRE) -- September 21, 2005 -- Instinet Group Incorporated (Nasdaq-INGP) ("Instinet Group") today announced that, with a majority vote, its shareholders adopted the merger agreement between Instinet Group and The Nasdaq Stock Market, Inc. ("NASDAQ")(NASDAQ: NDAQ) that was entered into on April 22, 2005, pursuant to which NASDAQ will acquire Instinet Group. NASDAQ will acquire all outstanding shares of Instinet Group for an aggregate purchase price of approximately $1.88 billion in cash.

Instinet Group Inc – EMPLOYMENT AGREEMENT (August 9th, 2005)

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this 4th day of August, 2005 by and between Instinet, LLC, a Delaware corporation (the “Company”), and Michael Bundy (“Executive”).

Instinet Group Inc – Instinet Group Incorporated -and- Natan Tiefenbrun Compromise Agreement (August 9th, 2005)
Instinet Group Inc – SETTLEMENT, RELEASE, COVENANT NOT TO SUE, WAIVER AND NON-DISCLOSURE AGREEMENT (August 9th, 2005)

WHEREAS, ANDREW BANHIDI, individually and on behalf of all his successors, heirs, executors, administrators, legal representatives, and assigns (hereinafter referred to collectively as “Banhidi”), and INSTINET GROUP INCORPORATED, on behalf of its parents, subsidiaries divisions and affiliates, and their respective predecessors, successors, assigns, representatives, officers, directors, shareholders, agents, employees and attorneys (hereinafter referred to collectively as “Instinet”), have reached agreement with respect to all matters arising out of Banhidi’s employment with Instinet and the termination thereof;

Instinet Group Inc – Instinet Group (July 22nd, 2005)

NEW YORK, April 25, 2005 -- Instinet Group Incorporated (Nasdaq: INGP) today announced net income of $14 million or $0.04 per diluted share for the first quarter of 2005 compared to net income of $22 million or $0.06 per diluted share for the first quarter of 2004 and net income of $9 million or $0.03 per diluted share for the fourth quarter of 2004. The first quarter 2005 results included $3 million in net investment gains, $1 million reversal of previously recognized severance expense and $1 million in deal related advisory fees. Excluding these items and the related tax effect, pro forma net income for the first quarter of 2005 was $12 million, or $0.03 per diluted share compared to pro forma net income of $16 million or $0.05 per diluted share for the first quarter of 2004 and pro forma net income of $20 million, or $0.06 per diluted share for the fourth quarter of 2004. (All periods presented have been restated to incorporate Bridge Trading Company, which was acquired on March 31,

Instinet Group Inc – Instinet Group (July 22nd, 2005)

NEW YORK, July 22, 2005 -- Instinet Group Incorporated (Nasdaq: INGP) today announced net income of $8 million or $0.02 per diluted share for the second quarter of 2005 compared to net income of $12 million or $0.04 per diluted share for the second quarter of 2004 and net income of $14 million or $0.04 per diluted share for the first quarter of 2005. Net income from continuing operations, which excludes the discontinued operations of Lynch Jones & Ryan ("LJR"), was $6 million or $0.02 per diluted share for the second quarter of 2005 compared to net income of $9 million or $0.03 per diluted share for the second quarter of 2004 and net income of $11 million or $0.03 per diluted share for the first quarter of 2005.

Instinet Group Inc – INSTINET GROUP 2005 ANNUAL CASH INCENTIVE PLAN (May 18th, 2005)
Instinet Group Inc – OUTSOURCING AGREEMENT FIGARO ASP SERVICE (May 10th, 2005)
Instinet Group Inc – INTELLECTUAL PROPERTY TRANSFER AGREEMENT (May 10th, 2005)
Instinet Group Inc – TRANSITION SERVICES AGREEMENT (May 10th, 2005)

This TRANSITION SERVICES AGREEMENT (the “Agreement”) is effective as of March 31, 2005 by and among Instinet Group Incorporated, a corporation organized under the laws of the State of Delaware (“Buyer”), Bridge Trading Company, a corporation organized under the laws of the State of Delaware (the “Company”), and Reuters America LLC, a limited liability company organized under the laws of the State of Delaware (“Reuters”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Purchase Agreement (as defined below).

Instinet Group Inc – TRANSACTION AGREEMENT Dated as of April 22, 2005 by and among The Nasdaq Stock Market, Inc., Norway Acquisition Corp. and Iceland Acquisition Corp. (May 10th, 2005)

THIS TRANSACTION AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2005, by and among The Nasdaq Stock Market, Inc., a Delaware corporation (“Parent”), the Company (as defined herein) and Iceland Acquisition Corp., a Delaware corporation (“Newco”).

Instinet Group Inc – TRANSITION LICENSE AGREEMENT (May 10th, 2005)

This Transition License Agreement (“Agreement”) is effective as of the 31st day of March 2005, by and between, Reuters SA, a Swiss corporation located at 153 route de Thonon, 1245 Collonge-Bellerive, Switzerland (“Licensor”) on the one hand, and Bridge Trading Company, a Delaware corporation located at 788 Office Parkway, Creve Coeur, Missouri (“Licensee”) and Instinet Group Incorporated (“Parent”) on the other hand (Licensor, Licensee and Parent are sometimes referred to in this Agreement as the “Parties”).

Instinet Group Inc – LEASE PARTICULARS (May 10th, 2005)
Instinet Group Inc – USE AND SERVICES LICENSE AGREEMENT (May 10th, 2005)

THIS USE AND SERVICES LICENSE AGREEMENT (this “Agreement”), dated March 31, 2005, is made by and between BRIDGE TRADING COMPANY, a Delaware corporation, having an office at 788 Office Parkway, Creve Coeur, Missouri (“Bridge”) and REUTERS AMERICA LLC, a Delaware limited liability company (“Reuters”), having an office at 3 Times Square, The Reuters Building, New York, New York.

Instinet Group Inc – AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT (May 10th, 2005)

This TRANSITION SERVICES AGREEMENT (the “Agreement”) is effective as of May 6, 2005 by and among Instinet Group Incorporated, a corporation organized under the laws of the State of Delaware (“Buyer”), Bridge Trading Company, a corporation organized under the laws of the State of Delaware (the “Company”), and Reuters America LLC, a limited liability company organized under the laws of the State of Delaware (“Reuters”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Purchase Agreement (as defined below).

Instinet Group Inc – INSTINET 2004 PERFORMANCE SHARE PLAN AWARD NOTIFICATION (May 10th, 2005)

The Compensation Committee (the “Committee”) of Instinet Group Incorporated (the “Company”), which administers the Instinet 2004 Performance Share Plan (“Plan”), is pleased to notify you that you have been designated as a participant (the “Participant”) in the Plan for the period commencing January 1, and ending December 31, (the “Plan Cycle”). The Plan’s Performance Measures, Weighting Factors, Performance Goals and percentage Payouts of your Award applicable for certain performance levels are described below. Except as specifically provided in this Notification, all definitions, terms, conditions and provisions contained in the Plan are incorporated by reference into this Notification and shall apply as if fully set out herein.

Instinet Group Inc – Instinet Group (April 25th, 2005)

NEW YORK, April 25, 2005 -- Instinet Group Incorporated (Nasdaq: INGP) today announced net income of $14 million or $0.04 per diluted share for the first quarter of 2005 compared to net income of $22 million or $0.06 per diluted share for the first quarter of 2004 and net income of $9 million or $0.03 per diluted share for the fourth quarter of 2004. The first quarter 2005 results included $3 million in net investment gains, $1 million reversal of previously recognized severance expense and $1 million in deal related advisory fees. Excluding these items and the related tax effect, pro forma net income for the first quarter of 2005 was $12 million, or $0.03 per diluted share compared to pro forma net income of $16 million or $0.05 per diluted share for the first quarter of 2004 and pro forma net income of $20 million, or $0.06 per diluted share for the fourth quarter of 2004. (All periods presented have been restated to incorporate Bridge Trading Company, which was acquired on March 31,

Instinet Group Inc – AMENDMENT NO. 2 TO RIGHTS AGREEMENT (April 25th, 2005)

THIS AMENDMENT (this “Amendment”), dated as of April 22, 2005, is by and between Instinet Group Incorporated, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).

Instinet Group Inc – PURCHASE AND SALE AGREEMENT Dated as of April 22, 2005 by and among INSTINET GROUP INCORPORATED, THE BANK OF NEW YORK, with respect to Sections 6.3(e) and 8.2(i) only, REUTERS AMERICA LLC, and with respect to Sections 6.3(e) and 8.2(i) only, REUTERS GROUP PLC (April 25th, 2005)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2005 by and among Instinet Group Incorporated, a Delaware corporation (“Seller”), The Bank of New York, a New York banking corporation (“Buyer”), with respect to Sections 6.3(e) and 8.2(i) only, Reuters America LLC, a Delaware limited liability company (“Parent”), and, with respect to Sections 6.3(e) and 8.1(i) only, Reuters Group PLC, a company organized under the laws of England and Wales.

Instinet Group Inc – SUPPORT AGREEMENT (April 25th, 2005)

Each of the undersigned understands that The Nasdaq Stock Market, Inc., a Delaware corporation (“Buyer”), Norway Acquisition Corp., a Delaware corporation (“Merger Sub”) and Instinet Group Incorporated, a Delaware corporation (the “Company”), propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, a merger of Merger Sub with and into the Company (the “Merger”), in which all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) (together with the associated Company Rights and other than shares of Company Common Stock (a) held in treasury, (b) owned by Buyer, the Company or any of their respective wholly owned subsidiaries, or (c) as to which dissenters’ rights shall have been perfected) will be cancelled and converted into the right to receive an amount in cash as determined in accordance wi

Instinet Group Inc – AGREEMENT AND PLAN OF MERGER Dated as of April 22, 2005 by and among INSTINET GROUP INCORPORATED, THE NASDAQ STOCK MARKET, INC. AND NORWAY ACQUISITION CORP. (April 25th, 2005)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 22, 2005 by and among The Nasdaq Stock Market, Inc., a Delaware corporation (“Buyer”), Norway Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), and Instinet Group Incorporated, a Delaware corporation (the “Company”).

Instinet Group Inc – FORM OF TRANSITION LICENSE AGREEMENT (March 11th, 2005)

This Transition License Agreement (“Agreement”) is effective as of the day of [·] 2005, by and between, Reuters SA, a Swiss corporation located at 153 route de Thonon, 1245 Collonge-Bellerive, Switzerland (“Licensor”) on the one hand, and Bridge Trading Company, a Delaware corporation located at 788 Office Parkway, Creve Coeur, Missouri (“Licensee”) and Instinet Group Incorporated (“Parent”) on the other hand (Licensor, Licensee and Parent are sometimes referred to in this Agreement as the “Parties”).

Instinet Group Inc – STOCK PURCHASE AGREEMENT BY AND AMONG INSTINET GROUP INCORPORATED, REUTERS C LLC and REUTERS LIMITED Dated as of February 28, 2005 (March 11th, 2005)

STOCK PURCHASE AGREEMENT dated as of February 28, 2005 among Instinet Group Incorporated, a corporation organized under the laws of the State of Delaware (“Buyer”), Reuters C LLC, a limited liability company organized under the laws of the State of Delaware (“Seller”), and, solely for purposes of Section 3.25 (Parent’s Due Organization, Authorization and Validity of Agreements), Section 5.8 (Non-Compete/Non-Solicitation), Section 5.11 (Transfers of Seller’s Assets) and Article IX (Indemnification) hereof, Reuters Limited, a corporation organized under the laws of England and Wales (“Parent”) (Buyer, Seller and Parent each a “Party” and, collectively, the “Parties”).

Instinet Group Inc – FORM OF USE AND SERVICES LICENSE AGREEMENT (March 11th, 2005)

THIS USE AND SERVICES LICENSE AGREEMENT (this “Agreement”), dated [ ], 2005, is made by and between BRIDGE TRADING COMPANY, a [ ], having an office at 788 Office Parkway, Creve Coeur, Missouri (“Bridge”) and REUTERS AMERICA LLC, a Delaware limited liability company (“Reuters”), having an office at 3 Times Square, The Reuters Building, New York, New York.

Instinet Group Inc – FORM OF TRANSITION SERVICES AGREEMENT (March 11th, 2005)

This TRANSITION SERVICES AGREEMENT (the “Agreement”) is effective as of [ ], 2005 by and among Instinet Group Incorporated, a corporation organized under the laws of the State of Delaware (“Buyer”), Bridge Trading Company, a corporation organized under the laws of the State of Delaware (the “Company”), and Reuters America LLC, a limited liability company organized under the laws of the State of Delaware (“Reuters”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in the Purchase Agreement (as defined below).

Instinet Group Inc – FORM OF INTELLECTUAL PROPERTY TRANSFER AGREEMENT (March 11th, 2005)
Instinet Group Inc – EMPLOYMENT AGREEMENT (March 11th, 2005)

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of this 1st day of November, 2003 by and between Instinet Group Incorporated, a Delaware corporation (the “Company”), and Andrew J. Banhidi (“Executive”).

Instinet Group Inc – Instinet Group (February 4th, 2005)

NEW YORK, February 4, 2005 -- Instinet Group Incorporated (Nasdaq: INGP) today announced net income of $19 million or $0.06 per share for the fourth quarter of 2004 compared to a net loss of $38 million or $(0.12) per share for the fourth quarter of 2003 and net income of $8 million or $0.02 per share for the third quarter of 2004. The fourth quarter 2004 results included an $11 million investment gain, partially offset by $7 million in severance expense and net fixed asset expenses of $1 million. Excluding these items and the related tax effect, pro forma net income for the fourth quarter of 2004 was $15 million, or $0.04 per share compared to pro forma net income of $5 million or $0.01 per share for the fourth quarter of 2003 and pro forma net income of $4 million, or $0.01 per share for the third quarter of 2004.

Instinet Group Inc – INSTINET STOCK OPTION PLAN GRANT NOTIFICATION FORM [Name] [Address] [City, State] Has an option to purchase [ ] shares of Common Stock of Instinet Group Incorporated (November 9th, 2004)

You have advised me that I have been granted the above nonqualified stock option under the Instinet 2000 Stock Option Plan, as amended, and subject to the terms and conditions set forth in the accompanying Option Agreement. I acknowledge that I have received a copy of the Option Agreement in my grant package. My signature below indicates my agreement to accept the grant subject to all the terms and conditions as set forth therein.

Instinet Group Inc – INSTINET 2004 PERFORMANCE SHARE PLAN AWARD NOTIFICATION (November 9th, 2004)

The Compensation Committee (the “Committee”) of Instinet Group Incorporated (the “Company”), which administers the Instinet 2004 Performance Share Plan (“Plan”), is pleased to notify you that you have been designated as a participant (the “Participant”) in the Plan for the period commencing January 1, and ending December 31, (the “Plan Cycle”). The Plan’s Performance Measures, Weighting Factors, Performance Goals and percentage Payouts of your Award applicable for certain performance levels are described below. Except as specifically provided in this Notification, all definitions, terms, conditions and provisions contained in the Plan are incorporated by reference into this Notification and shall apply as if fully set out herein.

Instinet Group Inc – INSTINET GROUP ANNOUNCES THIRD QUARTER 2004 RESULTS (October 26th, 2004)

NEW YORK, October 26, 2004 – Instinet Group Incorporated (Nasdaq: INGP) today announced net income of $7.7 million or $0.02 per share for the third quarter of 2004 compared to net income of $4.0 million or $0.01 per share for the third quarter of 2003 and $8.4 million or $0.03 per share for the second quarter of 2004. Excluding a $4.0 million investment gain, pro forma operating income for the third quarter of 2004 was $3.6 million, or $0.01 per share compared to a pro forma operating income of $2.8 million or $0.01 per share for the third quarter of 2003 and pro forma operating income of $8.4 million, or $0.03 per share for the second quarter of 2004.1

Instinet Group Inc – INSTINET 2004 PERFORMANCE SHARE PLAN (August 9th, 2004)
Instinet Group Inc – LICENSE-BACK AGREEMENT between ZONE TECHNOLOGY PARTNERS, LLC and INSTINET GROUP INCORPORATED Dated as of June 1, 2004 (August 9th, 2004)

This License-Back Agreement (this “Agreement”) is made and entered into as of June 1, 2004 (the “Effective Date”) by and between Zone Technology Partners, LLC, a Texas limited liability company (“Licensor”), and Instinet Group Incorporated, a Delaware corporation (“Licensee”). Each of Licensor and Licensee are referred to in this Agreement singly as a “Party” and collectively as the “Parties.”