August 1, 2006 Uses in Employee Clause


MarketAxess Holdings, Inc. (the Company) hereby establishes the MarketAxess Severance Pay Plan (the Plan), effective as of August 1, 2006, to provide severance benefits to certain employees of the Company and its participating affiliates who suffer a loss of employment under the terms and conditions set forth in the Plan. The Plan replaces and supersedes any and all severance plans, policies and/or practices of the Company and its participating affiliates in effect for covered employees prior to August 1, 2006. The Plan is intended to fall within the definition of an employee welfare benefit plan under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended. No employee or representative of the Company, the Employers or any of their affiliates is authorized to modify, add to or subtract from these terms and conditions, except in accordance with the amendment and termination procedures described herein.

Employee. Any active, regular, U.S.-based employee of an Employer and on the Employers payroll other than an employee whose terms and conditions of employment are covered by a collective bargaining agreement that does not provide for participation in the Plan or an employee who is party to a formal or informal written employment agreement with an Employer that either provides for severance or other payments in the event of the individuals termination of employment or any other separation from service with the Employer or states that no such payments will be made in that event. Notwithstanding the preceding sentence, Employee also does not include any individual (i) designated by the Employer as an independent contractor and not as an employee at the time of any determination, (ii) being paid by or through a third party agency, (iii) designated by the Employer as a freelance worker and not as an employee at the time of any determination, (iv) designated by the Employer as an intern, summer intern or consultant, (v) designated by the Employer as a seasonal, occasional, limited duration, leased or temporary employee, during the period the individual is so paid or designated; any such individual shall not be an Employee even if he or she is later retroactively reclassified as a common-law or other type of employee of the Employer during all or any part of such period pursuant to applicable law or otherwise.

EMPLOYEE from Agreement

EMPLOYEE. of [Home Address] (the Grantee) and currently employed by [Toyota [ ]] (the Employing Company). WHEREAS the Company intends to grant the Grantee options to acquire common shares of the Company and set out the exercise conditions thereof. IT IS AGREED as follows: 1. INTERPRETATION 1.1 In this Agreement unless the context otherwise requires the following words and expressions shall have the following meanings: Agreement means this option agreement; Appointed Bank has the meaning set forth in Clause 4.1(c); Board means the board of directors of the Company from time to time or a duly appointed committee thereof; Bank Business Day means any day on which the Appointed Bank is open for business in Japan; Common Shares means the ordinary shares of the Company from time to time; Company Business Day means any day on which the Company is open for business in Japan; Exercise Period means the period commencing on August 1, 2008 and ending on July 31, 2014, provided that if July 31, 2014 is not a Company Business Day, then the final day of the Exercise Period shall be the Company Business Day immediately preceding July 31, 2014; Grant Date means August 1, 2006, the date on which the Company grants the Options to the Grantee; Group means the Company, the Employing Company and the Subsidiaries; Option means a right to acquire 100 Common Shares under this Agreement (or such number as may be increased or decreased pursuant to Clause 5) and Options shall be construed accordingly;