MCM Group, Inc. LLC Unit Option Plan

Exhibit 10.41


MCM GROUP, INC.
LLC UNIT OPTION PLAN


SECTION 1. PURPOSE


The purpose of this MCM Group, Inc. LLC Unit Option Plan is to foster and promote the long-term financial success of the Company, its Affiliates and any Subsidiaries and to materially increase unitholder value by (A) motivating superior performance by participants in the Plan, (B) providing participants in the Plan with an ownership interest in the Parent LLC, and (C) enabling the Company, its Affiliates and any Subsidiaries to attract and retain the services of an outstanding management team upon whose judgment, interest and special effort the successful conduct of its operations is largely dependent.


SECTION 2. DEFINITIONS


2.1. DEFINITIONS. Whenever used herein, the following terms shall have the respective meanings set forth below:


(a) "Affiliate" means an entity controlling, controlled by or under
common control with the specified person or entity.


(b) "Alternative Option" has the meaning given in Section 8.2.


(c) "Amended and Restated Parent LLC Agreement" means the amended and
restated limited liability company agreement of the Parent LLC, dated as of
the Effective Date, as amended, supplemented, waived or otherwise modified
and in effect from time to time.


(d) "Applicable LLC Unit Valuation" means, as of any Determination
Date, the annual valuation of the LLC Units as of the last day of the
latest fiscal year of the Parent LLC ending prior to such Determination
Date performed by an independent valuation firm chosen by the LLC Board,
except that (i) in the case of a Determination Date occurring on or after
the Effective Date but prior to the first day of the fourth fiscal quarter
of the Parent LLC's fiscal year ending on June 30, 1998, the term
"Applicable LLC Unit Valuation" shall mean the value per LLC Unit as of the
Effective Date as determined pursuant to Section 1.8 of the


2


Merger and Exchange Agreement, and (ii) in the case of a Determination Date
occurring during the fourth fiscal quarter of any fiscal year of the Parent
LLC beginning with the fourth fiscal quarter of its fiscal year ending on
June 30, 1998, the term "Applicable LLC Unit Valuation" shall mean the
annual valuation of the LLC Units as of the last day of such fourth fiscal
quarter performed by an independent valuation firm chosen by the LLC Board.


(e) "Board" means the Board of Directors of the Company.


(f) "C&D Fund" means The Clayton & Dubilier Private Equity Fund IV
Limited Partnership, a Connecticut limited partnership, and any successor
investment vehicle managed by Clayton, Dubilier & Rice, Inc.


(g) "Cause" means (i) the willful failure by the Participant to
perform substantially his duties as an employee of, or in connection with
his provision of services to, any member of the MGI/CERA Group (other than
any such failure due to physical or mental illness) after a demand for
substantial performance is delivered to the Participant by the executive to
whom the Participant reports or by the Board of Directors of the member of
the MGI/CERA Group by which he is employed or to which he provides
services, which notice identifies the manner in which such executive or
such Board, as the case may be, believes that the Participant has not
substantially performed his duties, (ii) the Participant's engaging in
willful and serious misconduct that is or is expected to be injurious to
the MGI/CERA Group,(iii) the Participant's having been convicted of, or
entered a plea of guilty or NOLO CONTENDERE to, a crime that constitutes a
felony, (iv) the willful and material breach by the Participant of any
written covenant or agreement with any member of the MGI/CERA Group not to
disclose any information pertaining to the MGI/CERA Group, not to compete
or interfere with the MGI/CERA Group or with respect to any take-along or
similar covenants applicable to any LLC Units owned by the Participant, or
(v) any material violation by the Participant of any material federal,
state or foreign securities laws; PROVIDED that, with respect to a
Participant who, as of the Determination Date, is employed by any member of
the MGI/CERA Group under an effective employment agreement that contains a
different definition of Cause, the definition of Cause contained in such
employment agreement shall be substituted for the definition set forth
above for all purposes herein.


(h) "CERA" means Cambridge Energy Research Associates, Inc., a
Massachusetts corporation and a wholly owned Subsidiary of the Parent LLC,
and any successor thereto.


2 3


(i) "CERA Performance Option" means a Performance Option the vesting
and exercisability of which is conditioned in whole or in part upon the
attainment of objectives based upon the financial or operating performance
of CERA and/or its Subsidiaries.


(j) "Change of Control" means with respect to, the Parent LLC, the
Company or CERA, the first of the following events to occur after the
Effective Date:


(i) the acquisition by any person, entity or "group" (as defined
in Section 13(d) of the Securities Exchange Act of 1934, as amended)
(other than (v) a member of the MGI/CERA Group, (w) any employee
benefit plan of any member of the MGI/CERA Group, (x) the C&D Fund or
any of its Permitted Transferees, (y) any of Daniel H. Yergin, Joseph
A. Stanislaw or James P. Rosenfield or any of their respective
Permitted Transferees, and (z) in the event that all of the then
outstanding capital stock of the Company or CERA shall be distributed
to members of the Parent LLC, such members), of 50% or more of the
combined voting power of the then outstanding voting securities or
other voting equity interests of the Parent LLC, the Company or CERA,
as applicable;


(ii) the merger or consolidation of the Parent LLC, the Company
or CERA, as applicable, as a result of which persons who were members
of the Parent LLC or stockholders of the Company or CERA, as the case
may be, immediately prior to such merger or consolidation, do not,
immediately thereafter, own, directly or indirectly, securities or
other equity interests representing more than 50% of the combined
voting power of the merged or consolidated company's then outstanding
securities or other voting equity interests;


(iii) the liquidation or dissolution of the Parent LLC (other
than a dissolution occurring upon a merger or consolidation thereof),
the Company or CERA, as applicable, other than a liquidation of the
Company or CERA into the Parent LLC; and


(iv) the sale of all or substantially all of the assets of the
Parent LLC, the Company and its Subsidiaries, if any, or CERA and its
Subsidiaries, as applicable, to one or more persons or entities that
are not, immediately prior to such sale, Affiliates of the Parent LLC,
the Company or CERA, as applicable.


3 4


(k) "Change of Control Price" means (x) with respect to any
transaction involving a Change of Control of the Parent LLC, the price per
LLC Unit paid in conjunction with such transaction and (y) with respect to
any transaction involving a Change of Control of the Company or CERA, the
aggregate net purchase price paid for the Company or CERA, as the case may
be, divided by the aggregate number of LLC Units outstanding, on a fully
diluted basis, immediately prior to the closing of such transaction (in
each case, as determined in good faith by the LLC Board if any part of such
price is payable other than in cash).


(l) "Company" means MCM Group, Inc., a Delaware corporation and a
wholly owned Subsidiary of Parent LLC, and any successor thereto.


(m) "Determination Date" means the date as of which the Fair Market
Value of the LLC Units is to be determined pursuant to the applicable
Option Agreement, generally the effective date of a Participant's
Termination for any reason.


(n) "Effective Date" means the effective date of the Transactions.


(o) "Employee" means any director, executive, senior officer or other
employee of, or consultant to, the Company or any Subsidiary.


(p) "Fair Market Value" means, as of any Determination Date, the fair
market value on such date per LLC Unit, as determined in good faith by the
LLC Board. In making a determination of Fair Market Value, the LLC Board
shall give due consideration to such factors as it deems appropriate,
including, without limitation, the earnings and other financial and
operating information of the MGI/CERA Group in recent periods, the
potential value of the MGI/CERA Group as a whole, the future prospects of
the MGI/CERA Group and the industries in which its members compete, the
history and management of the MGI/CERA Group, the general condition of the
securities markets, the fair market value of securities of companies
engaged in businesses similar to those of the members of the MGI/CERA Group
and the Applicable LLC Unit Valuation. The determination of Fair Market
Value will not give effect to any restrictions on transfer of the LLC Units
or the fact that such LLC Units would represent a minority interest in the
Parent LLC.


(q) "Grant Date" means, with respect to any Option, the date on which
such Option is granted pursuant to the Plan.


4


5


(r) "Involuntary Termination" means Termination by a New Employer for
any reason.


(s) "LLC Board" means the Board of Directors of the Parent LLC.


(t) "LLC Unit" means a unit representing a limited liability company
interest in the Parent LLC, the terms and conditions of which are subject
to and governed by the Amended and Restated Parent LLC Agreement, or the
securities into which such units shall have been converted or for which
such units shall have been exchanged in any merger, consolidation,
reorganization, exchange of securities, liquidation or dissolution or
similar transaction.


(u) "Merger and Exchange Agreement" means the Plan of Merger and
Exchange Agreement, dated as of August 1, 1997, among the Company, the
Parent LLC, GDG Merger Corporation, a wholly owned Subsidiary of the Parent
LLC, the stockholders of CERA named therein and The Goldman Sachs Group,
L.P.


(v) "MGI/CERA Group" means, collectively, the Parent LLC, the Company,
CERA and each of their respective Subsidiaries.


(w) "New Employer" means the Participant's employer, or the parent or
a subsidiary of such employer, immediately following a Change of Control.


(x) "Option" means the right granted pursuant to the Plan to purchase
one LLC Unit from the Company at a price and on terms and conditions
determined in accordance with Section 6.


(y) "Option Agreement" means an agreement between the Company and the
Participant embodying the terms of any Options granted hereunder, which
agreement shall, unless the Board otherwise determines, be substantially in
the form attached hereto as Exhibit A.


(z) "Parent LLC" means Global Decisions Group LLC, a Delaware limited
liability company and the sole stockholder of the Company, and any
successor thereto.


(aa) "Participant" means any Employee designated by the Board, in
consultation with the LLC Board, to participate in the Plan.


5


6


(bb) "Performance Option" means an Option granted pursuant to the Plan
which becomes exercisable in accordance with the provisions of the
applicable Option Agreement based upon the financial or operating
performance of one or more members of the MGI/CERA Group.


(cc) "Permanent Disability" means a physical or mental disability or
infirmity that prevents the performance by the Participant of substantially
all of his duties lasting for a continuous period of six months or longer.
The good faith judgment of the Board as to the Participant's Permanent
Disability shall be final and shall be based on the determination
(evidenced by a written report or certificate) by a physician selected by
the Company or its insurers, and acceptable to the Participant or the
Participant's legal representative (such acceptance not to be unreasonably
withheld), to advise the Board; PROVIDED that, with respect to a
Participant who, as of the Determination Date, is employed by any member of
the MGI/CERA Group under an effective employment agreement that contains a
different definition of Permanent Disability, Disability or Disabled, the
definition contained in such employment agreement shall be substituted for
the definition set forth above for all purposes herein.


(dd) "Permitted Transferee" shall have the meaning assigned to such
term in Section 1.1 of the Amended and Restated Limited Liability Company
Agreement of the Parent LLC, dated as of ________, 1997, as the same may be
amended from time to time, except that, for purposes of the Plan, the term
Permitted Transferee shall not include any transferee described in clause
(v) of the definition of such term.


(ee) "Plan" means this MCM Group, Inc. LLC Unit Option Plan, as the
same may be amended from time to time.


(ff) "Principal Member" means each of the C&D Fund, Daniel H. Yergin,
Joseph A. Stanislaw and James P. Rosenfield (the "Original Principal
Members") and each of their respective Permitted Transferees who are
"accredited investors" within the meaning of rule 501(a) of Regulation D of
the Securities Act of 1933, as amended; PROVIDED, HOWEVER, that a Principal
Member shall cease to be a Principal Member at such time as such person or
entity shall not beneficially own at least 20% of the LLC Units that such
Member (or the applicable Original Principal Member in the case of a
Permitted Transferee) beneficially owned on the Effective Date, and,
PROVIDED, FURTHER, that, solely for the purposes, under this Section
2.1(ff) and Section 7.4, of calculating the number of LLC Units
beneficially owned by a Principal Member who is an individual,


6 7


such number of LLC Units shall be deemed to include any LLC Units held in a
trust the only actual beneficiaries under which are such Principal Member
and/or his brothers and sisters (whether by whole or half blood), spouse,
ancestors and lineal descendants.


(gg) "Public Offering" means the first day as of which sales of LLC
Units are made to the public in the United States pursuant to an
underwritten public offering of such LLC Units led by one or more
underwriters, at least one of which is of nationally recognized standing.


(hh) "Retirement" means a Participant's voluntary Termination at or
after age 60 or such other age as may be specified in the applicable Option
Agreement or, in the case of a Participant who, as of the Determination
Date, is employed by any member of the MGI/CERA Group under an effective
employment agreement that contains a different definition of Retirement,
the definition contained in such employment agreement shall be substituted
for the definition set forth above for all purposes herein.


(ii) "Service Option" means an Option granted pursuant to the Plan
which becomes exercisable in accordance with the provisions of the
applicable Option Agreement based upon a Participant's completion of
service with the applicable member or members of the MGI/CERA Group.


(jj) "Special Termination" has the meaning specified in Section 7.1.


(kk) "Subsidiary" means, with respect to any person, any corporation
or other entity a majority of whose outstanding voting securities or other
voting equity interests is owned, directly or indirectly, by such person.


(ll) "Termination" means the termination of a Participant's employment
with the member of the MGI/CERA Group that employs such Participant, or, in
the case of a Participant who is not an employee of any member of the
MGI/CERA Group, the termination of such Participant's provision of services
to the member of the MGI/CERA Group for which such Participant has been
engaged to perform services.


(mm) "Transactions" means the acquisition by the Parent LLC pursuant
to the Merger and Exchange Agreement of (x) all of the outstanding capital
stock of the Company pursuant to the merger of GDG Merger Corporation, a
Delaware corporation and a wholly owned subsidiary of the Parent LLC, with
and into the


7 8


Company, with the Company as the surviving corporation, and (y) all of the
outstanding capital stock of CERA and certain of the limited partnership
interests of Cambridge Energy Research Associates Limited Partnership, a
Delaware limited partnership, pursuant to the exchange of such capital
stock and such partnership interests for LLC Units and certain other
contingent interests in the Parent LLC.


2.2. GENDER AND NUMBER. Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.


SECTION 3. ELIGIBILITY AND PARTICIPATION


Participants in the Plan shall be those Employees selected by the Board, in consultation with the LLC Board, to participate in the Plan. The selection of an Employee as a Participant shall neither entitle such Employee to nor disqualify such Employee from participation in any other award or incentive plan of any member of the MGI/CERA Group.


SECTION 4. POWERS OF THE BOARD


4.1. POWER TO GRANT. The Board shall determine the Participants to whom Options shall be granted and the terms and conditions of any and all Options granted to Participants, PROVIDED that (i) such determinations shall be made by the Board in consultation with the LLC Board and (ii) an Option may be granted only if the Parent LLC shall have agreed to issue to or at the direction of the Company, upon any exercise of such Option, such number of LLC Units as may be issuable upon such exercise. Nothing in the Plan shall limit the right of members of the Board (or of the LLC Board) who are Employees to receive awards hereunder.


4.2. ADMINISTRATION. The Board shall be responsible for the administration of the Plan. Any authority exercised by the Board under the Plan, other than in respect of matters required hereunder to be considered in consultation with the LLC Board, shall be exercised by the Board in its sole discretion, and any authority exercised by the Board under the Plan in respect of matters required hereunder to be considered in consultation with the LLC Board shall be exercised by the Board subject only to such consultation. Subject to the terms of the Plan, the Board, by majority action thereof, is authorized to prescribe, amend and rescind rules and regulations relating to the


8 9


administration of the Plan, to provide for conditions and assurances deemed necessary or advisable to protect the interests of the members of the MGI/CERA Group, and to make all other determinations necessary or advisable for the administration and interpretation of the Plan in order to carry out its provisions and purposes. Determinations, interpretations or other actions made or taken by the Board pursuant to the provisions of the Plan shall be final, binding and conclusive for all purposes and upon all persons.


4.3. DELEGATION BY THE BOARD. All of the powers, duties and responsibilities of the Board specified in the Plan may, to the full extent permitted by applicable law, be exercised and performed by any duly constituted committee of the Board, in any such case, to the extent authorized by the Board to exercise and perform such powers, duties and responsibilities, PROVIDED, THAT with respect to any Option granted to or exercised by an officer or director of the Parent LLC or the Company, such committee shall mean a committee of two or more non-employee directors, each of whom (I) is not an officer or employee of the Parent LLC or any other member of the MGI/CERA Group and (II) is not directly or indirectly receiving compensation from the Parent LLC other than for services performed as a director.


SECTION 5. OPTIONS SUBJECT TO PLAN


5.1. NUMBER. Subject to the provisions of Sections 5.2 and 5.3, the maximum number of Options (and the maximum number of LLC Units subject to Options) granted under the Plan at any time may not exceed 154,233, MINUS such number of options to purchase LLC Units (and number of LLC Units subject to such options) as may have been granted and are then outstanding or have been exercised (the "CERA Options") under the Cambridge Energy Research Associates, Inc. LLC Unit Option Plan, but only to the extent that such number of CERA Options (and the number of LLC Units subject to such CERA Options) exceeds 308,466.


5.2. CANCELED, TERMINATED OR FORFEITED OPTIONS. Any Option (and the LLC Unit subject to such Option) which for any reason is canceled, terminated or otherwise forfeited, in whole or in part, without having been exercised, shall again be available for grant under the Plan to the extent so canceled, terminated or otherwise forfeited.


5.3. ADJUSTMENT IN CAPITALIZATION. The number and class of Options (and the number of LLC Units available for issuance upon exercise of such Options) granted under the Plan, and the number, class and exercise price of any outstanding Options (and the number of LLC Units subject to outstanding Options), may be adjusted by the Board,


9


10


in consultation with the LLC Board, if it shall deem such an adjustment to be necessary or appropriate to reflect (i) any distribution of LLC Units to members of the Parent LLC after the Effective Date, any LLC Unit split or combination, or any recapitalization, merger, consolidation, exchange of LLC Units, liquidation or dissolution of the Parent LLC, (ii) any distribution by the Parent LLC of all of the outstanding capital stock of the Company or CERA to members of the Parent LLC or (iii) in the case of Options other than CERA Performance Options, the occurrence of any event that would constitute a Change of Control of CERA.


SECTION 6. TERMS OF OPTIONS


6.1. GRANT OF OPTIONS. Options may be granted to Participants at such time or times upon or following the Effective Date as shall be determined by the Board, in consultation with the LLC Board. The Board may provide that different terms apply to Options granted to a Participant on the same or different Grant Dates. Each Option granted to a Participant shall be evidenced by an Option Agreement that shall specify the exercise price at which an LLC Unit may be purchased pursuant to such Option, the duration of such Option, and such other terms consistent with the Plan as the Board shall determine, including customary representations, warranties, and covenants with respect to securities law matters. Unless otherwise determined by the Board at the Grant Date, such Option Agreement shall also state that upon exercise of any Options granted thereby and upon admission to the Parent LLC as a member of the Parent LLC, the holder of the LLC Units issued upon such exercise will be entitled to the benefits of and bound by the obligations set forth in the Parent LLC Agreement, to the extent set forth therein. Such Option Agreement shall, unless the Board otherwise determines, be substantially in the form attached hereto as Exhibit A.


6.2. EXERCISE PRICE. The exercise price per LLC Unit to be purchased upon exercise of an Option shall be determined by the Board, in consultation with the LLC Board, but shall not be less than the Fair Market Value on the Grant Date.


6.3. EXERCISE OF OPTIONS. (a) SERVICE OPTIONS. Unless otherwise determined by the Board, in consultation with the LLC Board, at the Grant Date and as provided in the Option Agreement evidencing the Options granted hereunder, [20%] of any Service Options granted to a Participant at any time shall become exercisable on each of the first [five] anniversaries of the Grant Date of such Service Options, subject in each such case to the Participant's continued employment with, or, in the case of a Participant who is not an employee of the Company or any Subsidiary of the Company, continued provision of services to, any member of the MGI/CERA Group until such


10


11


anniversary date; PROVIDED that 100% of such Service Options shall become exercisable to the extent provided in Section 8.1.


(b) PERFORMANCE OPTIONS. Any Performance Options granted to a Participant shall become vested and exercisable as determined by the Board in consultation with the LLC Board and as provided in the Option Agreement evidencing such Performance Options granted hereunder.


(c) CONDITIONS TO EXERCISE; DISCRETIONARY AUTHORITY. Notwithstanding any other provision herein, the Board may accelerate the vesting and/or exercisability of any Option, all Options or any class of Options, at any time and from time to time. On or before the date upon which any Participant will exercise any Option, the Company and such Participant shall enter into a Management LLC Unit Subscription Agreement substantially in the form attached hereto as Exhibit B. Notwithstanding any other provision of the Plan, each Option shall terminate and shall not be exercisable on or after the tenth anniversary of the Grant Date of such Option.


6.4. PAYMENT. The Board shall establish procedures governing the exercise of Options, which procedures shall generally require that written notice of the exercise thereof be given to the Company and that the exercise price thereof be paid in full in cash or cash equivalents, including by personal check, at the time of exercise. If so determined by the Board in its sole discretion at or after the Grant Date, the exercise price of any Options exercised after there has been a Public Offering may be paid in full or in part in the form of LLC Units which have been owned by the Participant for at least six months, based on the Fair Market ...