summer Uses in Employee Clause

Employee

MarketAxess Holdings, Inc. (the Company) hereby establishes the MarketAxess Severance Pay Plan (the Plan), effective as of November 21, 2016, 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 November 21, 2016. 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

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 Amended and Restated

IN WITNESS WHEREOF, on behalf of Sky Financial Group, Inc., the undersigned officer has executed this amendment and restatement of the Sky Financial Group, Inc. Profit Sharing, 401(k) and ESOP Plan, effective as of January 1, 2004.

Employee. "Employee" means each and every person employed by an Employer who is classified by an Employer as a common law employee; provided that, only individuals who are paid as common law employees from the payroll of an Employer shall be deemed to be Employees for purposes of the Plan. Any person who agrees in writing with an Employer that he or she will not be a Participant will not be eligible to participate in the Plan. For purposes of this definition of Employee, and notwithstanding any other provisions of the Plan to the contrary, individuals who are not classified by an Employer, in its discretion, as employees under Code Section 3121(d) (including, but not limited to, individuals classified by the Employer as independent contractors and non-employee consultants) and individuals who are classified by an Employer, in its discretion, as employees of any entity other than an Employer do not meet the definition of Employee and are ineligible for benefits under the Plan, even if the classification by the Employer is determined to be erroneous, or is retroactively revised. In the event the classification of an individual who is excluded from the definition of Employee under the preceding sentence is determined by a third party to be erroneous or is retroactively revised, the individual shall nonetheless continue to be excluded from the definition of Employee and shall be ineligible for benefits for all periods prior to the date the Employer determines its classification of the individual is erroneous or should be revised. The foregoing sets forth a clarification of the intention of the Company regarding participation in the Plan for any Plan Year, including Plan Years prior the amendment of this definition of Employee. No person classified by an Employer as a temporary, seasonal or summer employee shall be deemed to be an Employee. No person who is classified by an Employer as an independent contractor shall be deemed to be an Employee. No person who is classified by an Employer as a "leased employee" shall be deemed to be an Employee. "Leased employee" shall mean any person who is not an Employee but who provides services to an Employer if:

Employee from Amended and Restated

IN WITNESS WHEREOF, on behalf of Sky Financial Group, Inc., the undersigned officer has executed this amendment and restatement of the Sky Financial Group, Inc. Profit Sharing, 401(k) and ESOP Plan, effective as of January 1, 2004.

Employee. Employee means each and every person employed by an Employer who is classified by an Employer as a common law employee; provided that, only individuals who are paid as common law employees from the payroll of an Employer shall be deemed to be Employees for purposes of the Plan. Any person who agrees in writing with an Employer that he or she will not be a Participant will not be eligible to participate in the Plan. For purposes of this definition of Employee, and notwithstanding any other provisions of the Plan to the contrary, individuals who are not classified by an Employer, in its discretion, as employees under Code Section 3121(d) (including, but not limited to, individuals classified by the Employer as independent contractors and non-employee consultants) and individuals who are classified by an Employer, in its discretion, as employees of any entity other than an Employer do not meet the definition of Employee and are ineligible for benefits under the Plan, even if the classification by the Employer is determined to be erroneous, or is retroactively revised. In the event the classification of an individual who is excluded from the definition of Employee under the preceding sentence is determined by a third party to be erroneous or is retroactively revised, the individual shall nonetheless continue to be excluded from the definition of Employee and shall be ineligible for benefits for all periods prior to the date the Employer determines its classification of the individual is erroneous or should be revised. The foregoing sets forth a clarification of the intention of the Company regarding participation in the Plan for any Plan Year, including Plan Years prior the amendment of this definition of Employee. No person classified by an Employer as a temporary, seasonal or summer employee shall be deemed to be an Employee. No person who is classified by an Employer as an independent contractor shall be deemed to be an Employee. No person who is classified by an Employer as a leased employee shall be deemed to be an Employee. Leased employee shall mean any person who is not an Employee but who provides services to an Employer if: