EX-10.410-Q·CIK 1278021·0001193125-26-450679

Certain Confidential Information, Identified by Bracketed Asterisks “\[\\\\\]”

View original filing on SEC EDGAR → ·  seen Nov 06, 2026, 06:32 EST

Exhibit 10.4

CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”,

HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS

THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

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D+1 212-813-6000 55 Hudson Yards, 15th Floor

F+1 212-813-6060 New York, NY 10001

marketaxess.com United States of America

February 16, 2026

William Quan

[*****]

[*****]

[*****]

[*****]

Dear William,

It is my pleasure to confirm our offer for you to join MarketAxess Corporation (the “Company”) as Chief Technology Officer. Your “Start Date” shall mean the date on which you actually commence full-time employment with the Company in New York, New York, which is expected to occur no later than June 1, 2026, subject to meeting the conditions of employment set forth herein, including your eligibility to start full-time work as an employee pursuant to Section 4 hereof. For the avoidance of doubt, this Offer Letter and the Severance Protection Agreement attached as Exhibit A shall each become effective only upon your Start Date, and no rights, benefits, or obligations under any such agreement shall accrue or vest prior to such date. Your employment shall be on the following terms and conditions:

1.

BASE SALARY: The Company will pay you a base salary at an annual rate equal to three hundred seventy-five thousand dollars ($375,000), payable in accordance with the Company’s payroll practices in effect from time to time. The Company’s current payroll practice is to pay base salary on a semi-monthly basis, on the 15th and last day of each month. If either or both of these days falls on a weekend or Company holiday, you will be paid on the business day preceding the weekend or holiday.

2.

CASH INCENTIVES:

a.

You will be eligible to participate in the Company’s 2009 Employee Performance Incentive Plan, or any equivalent annual cash incentive plan adopted by MarketAxess Holdings Inc. from time to time (the “Cash Incentive Plan”). For calendar year 2026, your annualized target year-end cash incentive pursuant to the Cash Incentive Plan will be five hundred and twenty five thousand dollars ($525,000); provided, however,if the Start Date is after June 1, 2026, such target year-end cash incentive shall be pro-rated based on the number of days you are employed by the Company during the year; provided, further, that no such proration shall apply if (i) the delay in the Start Date is solely attributable to delays in obtaining work authorization in the United States that are not caused by your failure to timely submit required documentation or cooperate with the immigration process, as determined by the Company in its sole discretion, or (ii) the Company


otherwise determines in its sole discretion to waive such proration. The actual cash incentive paid to you will be based on, among other things, your individual work performance and the performance of the Company and your department and, for calendar year 2026, shall be payable on the date in the first quarter of 2027 on which annual cash incentives are paid to similarly situated executive officers. In addition, you will be eligible for future year-end cash incentives, which shall be paid by the Company, in its sole discretion. Subject to the terms of the Severance Protection Agreement, in no event, however, will you be eligible to receive such cash incentive (or any portion thereof), including the cash incentive payment for calendar year 2026, if you are not actively employed by the Company on, or have received or given notice of termination or resignation prior to, the date on which cash incentives are paid to employees generally. Except as otherwise provided herein, all cash incentive payments shall be subject to the terms and conditions of the Cash Incentive Plan.

b.

The Company will pay you a one-time cash bonus of one hundred sixty-two thousand dollars ($162,000) (“Cash Buy-out”), in recognition of incentive compensation forfeited at your current employer and as an advance of your future earnings, which will be payable as soon as practical after your Start Date. You hereby agree that you shall not vest in the Cash Buy-out until the one-year anniversary of your Start Date, and that if you (a) resign your employment, (b) provide notice of your intent to resign your employment, or (c) if your employment is terminated by the Company for Cause (as defined in the Severance Protection Agreement attached hereto as Exhibit A) prior to the applicable vesting date, you will be required to repay the Cash Buy-out to the Company within thirty (30) days of your termination date. As such, in order to be eligible to receive the Cash Buy-out, you must sign the attached wage advance and deduction authorization attached hereto as Exhibit B. For the avoidance of doubt, the Cash Buy-out is a one-time payment and shall not be considered part of your base salary or annual incentive targets for purposes of calculating future compensation adjustments or increases.

3.

EQUITY INCENTIVES:

a.

For calendar year 2026, the annualized target grant date value of your year-end equity award will be eight hundred fifty thousand dollars ($850,000); provided, however,if the Start Date is after June 1, 2026, such target year-end equity incentive shall be pro-rated based on the number of days you are employed by the Company during the year; provided, further, that no such proration shall apply if (i) the delay in the Start Date is solely attributable to delays in obtaining work authorization in the United States that are not caused by your failure to timely submit required documentation or cooperate with the immigration process, as determined by the Company in its sole discretion, or (ii) the Company otherwise determines in its sole discretion to waive such proration. The actual equity award granted to you, however, will be based on, among other things, your individual work performance and the performance of the Company and your department. The 2026 award will be comprised equally of (a) a time-based award in the form of restricted stock units and (b) a performance-based award in the form of performance stock units, and, in each case, for calendar year 2026 shall be granted on or about the date in the first quarter of 2027 that annual equity incentives are granted to similarly situated executive officers. The time-based portion of such equity award will vest in three substantially equal annual installments on the first, second and third anniversaries of such award, subject to your continued service with the Company through the applicable vesting date. The structure of the performance-based portion of such equity award will be determined by the Compensation and Talent Committee of the Company’s Board of Directors (the “Compensation Committee”), but is currently expected to cliff-vest on the third anniversary date of the award, subject to the certification of the performance criteria for such award set by the Compensation Committee and your continued service with the Company through the vesting date. In addition, you will be eligible for year-end equity incentives for future calendar years, which shall be granted by the Company in its sole discretion based on individual and company performance. In no event, however, will you be eligible for such equity incentive (or any portion thereof) if you are not actively employed by the Company on, or have received or given notice of termination or resignation prior to, the date on which equity incentives are granted to employees generally.

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b.

On the first day of the new month following your Start Date (the “Award Date”), subject to the conditions described herein, you will be granted a one-time equity award (the “Sign-on Equity Award,” and together with and in addition to the awards described in Section 3.a., the “Equity Awards”) of the Company’s common stock with a grant date value of thirty five thousand dollars ($35,000). The Sign-on Equity Award will be in the form of restricted stock units, which will vest in three substantially equal annual installments on each anniversary of the Award Date.

c.

The actual number of shares underlying the Equity Awards will be determined by the Company in its sole discretion in accordance with its equity granting practices.

d.

The Equity Awards will be governed by the terms and conditions of MarketAxess Holdings Inc.’s 2020 Equity Incentive Plan (the “Equity Incentive Plan”), the Guidelines for Restricted Stock Units granted under the Equity Incentive Plan, if applicable, and the form of Restricted Stock Unit Agreement or Performance Stock Unit Agreement, in each case, as applicable and as determined by the Compensation Committee.

e.

The Equity Awards are subject to the approval of the Company’s Compensation Committee and the full execution of an award agreement(s) by you and the Company. The Equity Awards are also contingent on your being employed with the Company on the date of grant and will only vest subject to your continued service with the Company through each applicable vesting date or as otherwise set forth herein with respect to the Sign-on Equity Award.

f.

You will be subject to share ownership guidelines (“SOGs”) of three times your then current base salary as set forth in the Company’s Corporate Governance Guidelines. You are expected to comply with this provision while employed as Chief Technology Officer of the Company. The SOGs may change from time to time as determined by the Company’s Board of Directors in its sole discretion, as recommended by the Nominating and Corporate Governance Committee.

4.

WORK AUTHORIZATION: This offer of employment is contingent upon your ability to obtain and maintain valid work authorization in the United States by June 1, 2026 and maintaining such authorization throughout your employment with the Company. The Company will support your application for an appropriate visa, including preparing and filing the required application and petition materials. The Company will cover all employer‑related costs associated with the visa process for you as the employee. While the Company will assist with these filings, it cannot guarantee approval of any immigration benefit, as all decisions remain at the discretion of the applicable government agencies.

5.

WORK LOCATION & REPORTING LINE: You are an employee of the Company’s New York office, and you shall be subject to the rules and policies generally applicable to employees of such office. You are currently expected to be in the office 4 days per week. The required number of days in the office may be modified by the Company in its sole discretion. You will report to the Company’s Group Chief Operating Officer & Chief Executive Officer, EMEA & APAC or such other person designated by the Company in its sole discretion.

6.

RELOCATION EXPENSES. Subject to you signing the wage advance and deduction authorization attached hereto as Exhibit B, as an advance of your future earnings, the Company will pay directly or reimburse you for, as applicable, the following documented expenses associated with relocating to New York: (i) one set of one-way airfare tickets from the London, United Kingdom area to the New York, NY area for the relocation of yourself and your immediate family members, subject to the Company’s customary travel and entertainment expense policies; (ii) up to 60 days of temporary, furnished housing in the New York, NY area using the Company’s third-party vendor and in line with our relocation guidelines; (iii) household goods shipment from the London, United Kingdom area to the New York, NY area using the Company’s third-party vendor and in line with our relocation guidelines; (iv) informational support using our relocation vendor for home search and/or destination support (e.g., information related to schooling for your children and

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neighborhood search information); and (v) reimbursement for documented out of pocket relocation-related expenses not to exceed $10,000 (collectively, the “Relocation Expenses”). In addition, subject to you signing the wage advance and deduction authorization attached as Exhibit B, as an advance of your future earnings, if any of the Relocation Expenses are subject to US federal, state, or local income and payroll taxes payable by you as a result of the receipt of such additional compensation, the Company shall pay you such additional compensation as is necessary to ensure that you receive the same total amount that you would have received if no such taxes had been required (such additional compensation, the “Tax Gross-Up Amount”). The Company will only pay you the Tax Gross-Up Amount if the Relocation actually occurs. You agree that you shall not vest in the Relocation Expenses or the Tax Gross-Up Amount until one year following your actual full-time relocation to the New York, NY area and that if you (a) resign your employment, (b) provide notice of your intent to resign your employment, or (c) if your employment is terminated by the Company for Cause prior to the such date, you will be required to repay the Relocation Expenses and Tax Gross Up Amount to the Company within thirty (30) days of your termination date. For the avoidance of doubt, the Relocation Expenses and Tax Gross-Up Amount are one-time benefits and shall not be considered part of your base salary or annual incentive targets for purposes of calculating future compensation adjustments or increases.

7.

EMPLOYMENT AT-WILL: You will be an employee at-will, and either you or the Company may terminate the employment relationship at any time and for any reason, with or without Cause (as defined in the Severance Protection Agreement set forth in Exhibit A) by providing (a) two weeks’ notice by the Company or (b) three months’ notice by you. The Company may terminate the employment relationship immediately without notice with Cause. During your employment, it is expected that you will devote your full business efforts and time to the Company.

8.

SEVERANCE PROTECTION AGREEMENT AND RESTRICTIVE COVENANT AGREEMENT: Notwithstanding that you will be an employee at-will, you shall be entitled to the benefits, and bound by the obligations, as set forth in the Severance Protection Agreement set forth as Exhibit A. As a condition precedent to the effectiveness of this Offer Letter and the Severance Protection Agreement, you shall sign and deliver to the Company the Proprietary Information and Non-Competition Agreement (the “Restrictive Covenant Agreement”) attached as Exhibit C hereto. You understand and agree that the Company would not hire you, provide you with this Offer Letter or execute the Severance Protection Agreement unless you agree to be bound by the terms and conditions of the Restrictive Covenant Agreement.

9.

TAXES; 409A: All amounts of compensation paid to you shall be paid subject to applicable taxes and deductions as required by law. The parties agree that this Offer Letter shall be interpreted to comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively, “Section 409A”), and all provisions of this Offer Letter shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on you under Section 409A or any damages for failing to comply with Section 409A. The Severance Protection Agreement includes additional terms and conditions, including in relation to taxes, that shall apply to your employment with the Company and any termination thereof.

10.

COMPANY POLICIES: You will be subject to all rules and policies, including (a) those set forth in the Company’s employee handbook, applicable to employees of the Company generally or at your level or in your position and (b) any compensation recapture policies established by the Board (or any committee thereof) generally applicable to the Company’s executive officers from time to time, in its sole discretion, including the MarketAxess Holdings Inc. Erroneously Awarded Compensation Recovery Policy and the MarketAxess Holdings Inc. Incentive-Based Compensation Recovery Policy. You will be eligible to participate in the Company’s comprehensive benefits plans and programs, including life, health, dental and disability insurance and an employer matched 401(k) plan, in accordance with their terms from time to time as determined by the Company. Your participation will be subject to the terms the applicable plan documents and generally applicable Company policies, as the same may be in effect from time to time, and any other restrictions or limitations imposed by law and no breach shall be deemed to be waived.

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11.

REPRESENTATIONS & WARRANTIES: By signing this Offer Letter, you represent and warrant that: (i) you are not currently subject to any agreement, restriction or legal obligation that would prevent you from being employed by the Company or limit your ability to perform your duties as an employee of the Company, including any restrictive covenants or non-competition agreements that in any way restrict your ability to engage in or solicit business of any type engaged in by the Company or participate in recruiting or staffing efforts on behalf of the Company; (ii) your accepting this offer and agreeing to employment with the Company under these terms will not conflict with, violate or constitute a breach or otherwise violate the terms of any legal obligation, restrictive covenant, or other agreement to which you are a party and that you are not required to obtain the consent of any person, firm, corporation or other entity in order to accept this offer of employment; (iii) you will not use or disclose in your employment with the Company any confidential or proprietary information in which any third party has an interest unless you have obtained authorization for possession and use of such materials or documents; and (iv) you will return all property and confidential information belonging to any prior employer before your commencement of employment with the Company, unless you have obtained authorization for possession and use of such materials or documents.

12.

ENTIRE AGREEMENT: This Offer Letter, including the Severance Protection Agreement and Restrictive Covenant Agreement referenced herein, represents the entire agreement between you and MarketAxess regarding your employment with the Company and supersedes any and all previous and contemporaneous agreements and representations, written or oral. This Offer Letter may not be changed or terminated except in writing signed by the Company.

13.

WAIVER: By accepting this offer of employment, you agree to submit any and all claims you may have against the Company on an individual basis. This means that no claim (including any claim related to terms or conditions of your employment with or compensation paid by the Company, or any change in or termination of your employment) may be litigated or otherwise adjudicated on a class or collective basis. You also hereby waive any right to submit, initiate, or participate in a representative capacity or as a plaintiff, claimant, or member in a class action, collective action, or other representative or joint action against the Company, regardless of whether the action is filed in a judicial or administrative forum.

14.

DEFEND TRADE SECRETS ACT OF 2015: You understand that, pursuant to the United States Defend Trade Secrets Act of 2015, 18 U.S.C. Section 1833(b): (i) you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; (ii) you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (iii) if you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose a trade secret to you attorney and use the trade secret information in the court proceeding, provided you file any document containing the trade secret under seal and does not disclose the trade secret other than pursuant to court order.

15.

MISCELLANEOUS: You understand that in the future, the Company may become subject to new or modified laws or regulatory guidance concerning the compensation of its employees. By accepting this offer of employment, you hereby acknowledge the Company’s responsibilities in this regard, and recognize that, as a consequence of any such legal or regulatory change(s), the Company may be required to, and hereby reserves the right to, restructure any aspect of the compensation package outlined in this letter to the extent the Company, in its sole discretion, deems it necessary to do so. This Offer Letter shall be interpreted in accordance with the laws of the State of New York without regard to the conflicts of laws principles thereof. Except as required by FINRA rules or regulations, the Company and you each hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States District Courts located in the County of New York for any lawsuits, actions or other proceedings arising out of or relating to this Agreement and agree not to commence any such lawsuit, action or other proceeding except in such courts. To the extent permitted under applicable law, you and the Company both waive trial by jury in connection with the trial of any action or dispute arising out of

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or relating to this agreement or matters of a similar nature. To the extent that any dispute arising under or relating to this Agreement is required by FINRA rules or regulations to be submitted to FINRA arbitration, you and the Company that such arbitration shall take place in New York City. By signing below and accepting the terms of this Offer Letter, you agree that the Company may assign this Offer Letter to any successor or assignee.

The Company will provide you with various documentation that must be completed prior to your first day of employment including, but not limited to, an employment application. This offer and/or your continued employment is also contingent upon the Company’s satisfactory confirmation of prior employment and references, as well as your successful completion of all facets of the Company’s pre-employment screening process, which may include confirmation that you are legally able to work for the Company in the United States in the position offered to you, and a background investigation.

Please indicate your understanding and acceptance by executing the below.

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We are excited about the prospect of you joining the Company. We look forward to welcoming you to the team!

Yours truly,

MARKETAXESS CORPORATION

/s/ Julie Sheffet

Julie Sheffet

Chief Human Resources Officer

Accepted: /s/ William Quan Date: 2/16/2026

William Quan

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Exhibit A

MARKETAXESS HOLDINGS INC.
SEVERANCE PROTECTION AGREEMENT

THIS SEVERANCE PROTECTION AGREEMENT (the “Agreement”) is dated as of February 16, 2026, by and between MarketAxess Holdings Inc., a Delaware corporation (the “Company”), and William Quan (the “Executive”). This Agreement shall be effective upon your Start Date (the “Effective Date”) as defined in the Letter Agreement between you and the Company, dated as of February 16, 2026 (the “Offer Letter”), which, for the avoidance of doubt, means the date on which you actually commence full-time employment with the Company in New York, New York.

RECITALS

WHEREAS, the Executive is a senior management employee of Company;

WHEREAS, the Company recognizes the value of the Executive to the Company and has determined that appropriate steps should be taken to ensure the Company of the Executive’s continued attention and dedication to duty, and to ensure the availability of the Executive’s continued service, including in the event of a Change in Control of the Company; and

WHEREAS, in order to fulfill the above purposes, and recognizing that the Executive shall be entitled to rely on various benefits, the Compensation and Talent Committee of the Board of Directors of the Company has determined that it is appropriate and in the best interests of the Company to enter into this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1.

Term. The term of this Agreement (the “Term”) shall initially be for a period of two (2) years following the Effective Date, and shall renew thereafter for successive one (1) year terms, unless the Company provides written notice to the Executive at least twelve (12) months prior to any then-applicable expiration date of its intent not to renew the Agreement; provided, that if this Agreement is in effect at the time of a Change in Control, then the Term shall continue in perpetuity thereafter. In addition, the Term shall not terminate while any payment or benefit obligation of the Company that is triggered hereunder shall remain outstanding. The Term shall automatically terminate upon a termination of Executive’s employment that does not entitle the Executive to the severance benefits provided hereunder. The Proprietary Information and Non-Competition Agreement executed by you as a condition of your employment (the “Restrictive Covenant Agreement”) shall survive the end of the Term and any termination of this Agreement.

2.

Severance Benefits Outside of the Change in Control Protection Period. If (i) the Executive’s employment is terminated by the Company without Cause prior to the effective date of a Change in Control, or (ii) if the Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason, in either case, following the expiration of the CIC Protection Period (as defined below), in each case, the Company shall provide the Executive with the following payments and benefits, in addition to the Accrued Payments:

a.

Severance Payment. An amount equal to 1.0 times the sum of (A) the Executive’s Base Salary plus (B) the Executive’s Average Annual Bonus, payable in regular installments over 12 months in accordance with the Company’s general payroll practices beginning on the first payroll date following the Release Effective Date, with the first such installment including any accrued but unpaid amounts;


b.

Prorated Bonus Payment; Prior Year Bonus. An amount equal to the Average Annual Bonus, prorated based on the number of days during the year of termination that the Executive was employed prior to the Termination Date, payable in a lump sum on the first payroll date following the Release Effective Date. In addition, to the extent not paid as of the Termination Date, the annual bonus (if any) earned by the Executive for the year immediately preceding the year in which the Termination Date occurs, determined in good faith on a basis consistent with the Company’s annual incentive compensation program and payable at the same time as bonuses paid to senior executives of the Company, or, if later, the first payroll date following the Release Effective Date;

c.

Medical Benefits. If continued coverage under the Company’s health and welfare plans is timely elected by the Executive, payment of any COBRA health and welfare premiums for twelve (12) months following the Termination Date; provided, however, that if the Company determines that payment or reimbursement of COBRA health and welfare premiums would violate the provisions of the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act of 2010, the Company will, in lieu thereof, for twelve (12) months following the Termination Date provide the Executive with a taxable monthly payment, payable on the last day of a given month, in an after-tax amount equal to such COBRA health and welfare premiums for the Executive (i.e., grossed up for all taxes on such payment); and

d.

Equity Vesting. With respect to any outstanding equity or equity-based incentive awards held by the Executive under any Company equity incentive plans that are not vested as of the Termination Date: (A) any such award subject solely to time- or service-based vesting shall continue to become vested, exercisable and payable on the same schedule over the twelve (12) month period following the Termination Date as if the Executive had remained actively employed, and (B) any such award subject to performance-based vesting shall continue to become vested, exercisable and payable on the same schedule over the twelve (12) month period following the Termination Date as if the Executive had remained actively employed (x) based on actual performance for any performance period that is completed during such twelve (12) month period, or (y) based on target performance level for any performance period that is not completed during such twelve (12) month period. Executive’s outstanding equity awards shall otherwise be subject to the same terms and conditions that apply under the applicable equity plan and award agreements.

3.

Severance Benefits During the Change in Control Protection Period. If the Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason, in either case during the period beginning on the effective date of a Change in Control and ending on the second anniversary following such effective date (the “CIC Protection Period”), the Company shall provide the Executive with the following payments and benefits, in addition to the Accrued Payments:

a.

Severance Payment. An amount equal to 1.5 times the sum of (A) the Executive’s Base Salary plus (B) the Executive’s Average Annual Bonus, payable in a lump sum on the first payroll date following the Release Effective Date;

b.

Prorated Bonus Payment; Prior Year Bonus. An amount equal to the Average Annual Bonus, prorated based on the number of days during the year of termination that the Executive was employed prior to the Termination Date, payable in a lump sum on the first payroll date following the Release Effective Date. In addition, to the extent not paid as of the Termination Date, the annual bonus (if any) earned by the Executive for the year immediately preceding the year in which the Termination Date occurs, determined in good

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faith on a basis consistent with the Company’s annual incentive compensation program, and payable at the same time as bonuses paid to senior executives of the Company, or, if later, the first payroll date following the Release Effective Date;

c.

Medical Benefits. If continued coverage under the Company’s health and welfare plans is timely elected by the Executive, payment of any COBRA health and welfare premiums for eighteen (18) months following the Termination Date; provided, however, that if the Company determines that payment or reimbursement of COBRA health and welfare premiums would violate the provisions of the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act of 2010, the Company will, in lieu thereof, for eighteen (18) months following the Termination Date provide the Executive with a taxable monthly payment, payable on the last day of a given month, in an after-tax amount equal to such COBRA health and welfare premiums for the Executive (i.e., grossed up for all taxes on such payment); and

d.

Equity Vesting. With respect to any outstanding equity or equity-based incentive awards held by the Executive under any Company equity incentive plans that are not vested as of the Termination Date: (A) any such award subject solely to time- or service-based vesting shall immediately vest in full, and (B) any such award subject to performance-based vesting shall immediately vest (x) based on actual performance for any performance period that is completed prior to the Termination Date, or (y) based on target performance level for any performance period that is not completed prior to the Termination Date. Executive’s outstanding equity awards shall otherwise be subject to the same terms and conditions that apply under the applicable equity plan and award agreements.

e.

Section 280G Reduction. Notwithstanding anything in this Agreement to the contrary, in the event that it is determined that any payments or benefits provided hereunder, together with any payments or benefits to be provided under any other plan, program, arrangement or agreement, would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would, but for this Section 3(e), be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax under state or local law or any interest or penalties with respect to such taxes (the “Excise Tax”), then the amounts of any such payments or benefits under this Agreement and such other arrangements shall be either (i) paid in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the payments or benefits is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of payments and benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). Any such reduction shall be made by the Company in its sole discretion consistent with the requirements of Section 409A and shall include prompt repayment by the Executive of any payments or benefits that are determined to be subject to such reduction and that have previously been paid or provided to the Executive. Any determination required under this Section 3(e) shall be made in writing in good faith by a nationally recognized public accounting firm selected by the Company, whose determination shall be final and binding.

4.

Termination Due to Death or Disability.If the Executive’s employment is terminated due to death or Disability, the Company shall provide the Executive with the following payments and benefits, in addition to the Accrued Payments:

a.

Severance Payment.An amount equal to 0.5 times the sum of (A) the Executive’s Base Salary plus (B) the Executive’s Average Annual Bonus, payable in a lump sum on the first payroll date following the Release Effective Date;

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b.

Prorated Bonus Payment; Prior Year Bonus.An amount equal to 0.5 times the Average Annual Bonus, prorated based on the number of days during the year of termination that the Executive was employed prior to the Termination Date, payable in a lump sum on the first payroll date following the Release Effective Date. In addition, to the extent not paid as of the Termination Date, the annual bonus (if any) earned by the Executive for the year immediately preceding the year in which the Termination Date occurs, determined in good faith on a basis consistent with the Company’s annual incentive compensation program and payable at the same time as bonuses paid to senior executives of the Company, or, if later, the first payroll date following the Release Effective Date;

c.

Medical Benefits.If continued coverage under the Company’s health and welfare plans is timely elected by the Executive, payment of any COBRA health and welfare premiums for twelve (12) months following the Termination Date; provided, however, that if the Company determines that payment or reimbursement of COBRA health and welfare premiums would violate the provisions of the Patient Protection and Affordable Care Act or the Health Care and Education Reconciliation Act of 2010, the Company will, in lieu thereof, for twelve (12) months following the Termination Date provide the Executive with a taxable monthly payment, payable on the last day of a given month, in an after-tax amount equal to such COBRA health and welfare premiums for the Executive (i.e., grossed up for all taxes on such payment); and

d.

Equity Vesting.With respect to any outstanding equity or equity-based incentive awards held by the Executive under any Company equity incentive plans that are not vested as of the Termination Date: (A) one hundred percent (100%) of any such award subject solely to time- or service-based vesting shall immediately vest in full; and (B) one hundred percent (100%) of any such award subject to performance-based vesting shall immediately vest (x) based on actual performance for any performance period that is completed prior to the Termination Date, or (y) based on target performance level for any performance period that is not completed prior to the Termination Date. Executive’s outstanding equity awards shall otherwise be subject to the same terms and conditions that apply under the applicable equity plan and award agreements.

In addition to the payments and benefits provided in this Section 4, the Executive shall remain eligible for benefits under the Company’s existing life and disability insurance plans in which the Executive participates, in accordance with the terms of such plans.

5.

Release of Claims. The Company’s obligation to provide the severance payments and benefits set forth in Sections 2, 3, and 4 (other than the Accrued Payments) (the “Severance Benefits”) shall be subject to and contingent upon (a) the Executive’s (or the Executive’s estate’s or legal guardian’s, in the case of death or incapacity) execution and delivery to the Company of a general release of claims and covenant not to sue substantially in the form attached hereto as Exhibit A(the “Release Agreement”) on or within 21 days (or 45 days, if applicable under the Older Workers Benefit Protection Act) following the Termination Date, and (b) such Release Agreement becoming effective following the 7-day revocation period in accordance with its terms (the date on which the Release Agreement becomes effective and irrevocable, the “Release Effective Date”). Notwithstanding the foregoing, if there is a dispute regarding the characterization of the Executive’s termination of employment as a termination without Cause or resignation for Good Reason, the release consideration period shall toll until such dispute is resolved. For the avoidance of doubt, the Executive shall forfeit the Severance Benefits if such Release Agreement has not been timely executed and returned to the Company and become effective and irrevocable. The Company shall endeavor to provide to the Executive the Release Agreement on or within three (3) days following the Termination Date, and shall countersign the Release Agreement if timely executed and returned to the Company by the Executive.

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6.

Other Terminations. If the Executive’s employment is terminated for any reason other than those set forth in Sections 2, 3, and 4, the Accrued Payments shall be the sole and exclusive payments or benefits to which the Executive shall be entitled in respect of the Executive’s termination of employment with the Company under this Agreement, and no Severance Benefits shall be paid or provided.

7.

Indemnification. The Executive shall be covered under the indemnification provisions of the Company’s charter and bylaws in effect from time to time on terms and conditions no less favorable to the Executive than those provided to directors of the Company generally. Following the Termination Date, the Company will indemnify, and cover the Executive under the Company’s directors’ and officers’ liability insurance, for the same period and on the same basis as the directors of the Company generally, which liability insurance shall at all times provide coverage in an amount that is reasonable and customary for companies of a similar size in the Company’s industry.

8.

Restrictive Covenant Agreement.As a condition precedent to the effectiveness of this Agreement, the Executive shall have signed and delivered to the Company the Restrictive Covenant Agreement.

9.

Notice; Resignation from Positions. The Executive must provide the Company with three months’ notice prior to any resignation of employment other than for Good Reason following a Change in Control (the “Notice Period”); provided that the Company may, in its sole discretion, make the date of Executive’s resignation effective earlier than any such notice date. The Company may require the Executive to remain away from work on full pay during any portion of the Notice Period and on such conditions as the Company may specify; provided that the Company’s exercise of such right shall neither constitute Good Reason nor, in the case of Executive’s voluntary resignation, change the nature of the Executive’s termination of employment. Furthermore, upon termination of the Executive's employment for any reason, the Executive shall promptly (i) resign from all positions (including, without limitation, any management, officer or director position) with the Company and its affiliates and (ii) relinquish any power of attorney, signing authority, trust authorization or Company account signatory authorization that the Executive may hold on behalf of the Company or its affiliates.

10.

Section 409A.

a.

The parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively, “Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Section 409A or any damages for failing to comply with Section 409A.

b.

A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment,” the Termination Date or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under

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Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” no such payment or benefit shall be made or provided prior to the earlier of (A) the expiration of the six-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). All payments and benefits delayed pursuant to this Section 10(whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to the Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

c.

For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within 10 business days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. If the twenty-nine (29) day period (or fifty-three (53) day period, as applicable) following the Termination Date ends in the calendar year following the year that includes such Termination Date, then payment of any amount that is conditioned upon the execution of the Release Agreement and is subject to Section 409A shall not be paid until the first day of the calendar year following the year that includes the Termination Date, regardless of when the Release Agreement is signed. All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive; no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and the Executive’s right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for any other benefit.

11.

Certain Defined Terms. For the purposes of this Agreement:

a.

“Accrued Payments” shall mean all base salary earned or accrued but unpaid through the Termination Date, payment for all vacation days accrued but unused through the Termination Date, and reimbursement for any reasonable and necessary business expenses incurred by the Executive through the Termination Date, determined in accordance with Company policy.

b.

“Average Annual Bonus” shall mean the average of the Executive’s annual cash bonus amounts earned and payable (without regard to any deferral or payment in another form) for the Company’s three (3) fiscal years immediately preceding the year in which the Termination Date occurs (or, if greater, immediately preceding the year in which a Change in Control occurs); provided that (x) if there have been only two annual cash incentives that have been paid to the Executive, the amount shall be calculated using the average of the cash bonuses for those two years, (y) if there has been only one annual cash incentive that has been paid to the Executive, the amount shall be calculated using the cash bonus for that year, and (z) if the termination occurs prior to any annual cash incentive being paid to the Executive, the amount shall be deemed to be the full amount of your target annual cash incentive for the 2026 calendar year, prorated as set forth in Section 2(a) of your Offer Letter.

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c.

“Base Salary” shall mean the amount of the Executive’s annual base salary in effect on the Termination Date or, if greater, as of immediately prior to the occurrence of a Change in Control.

d.

“Board” shall mean the Board of Directors of the Company.

e.

“Cause” shall mean the Executive’s: (A) willful misconduct, gross misconduct, or gross negligence in the performance of the Executive’s duties to the Company that is not cured by the Executive within thirty (30) days after the Executive’s receipt of written notice given to the Executive by the Company, (B) the Executive’s conviction of, or plea of guilty or nolo contendere to, a crime relating to the Company or any of its affiliates, or any felony, (C) a material breach by the Executive of any material written agreement (including the Restrictive Covenant Agreement) entered into between the Executive and the Company, or any material written policy of the Company signed by the Executive, in each case that, if curable, is not cured by the Executive within thirty (30) days after the Executive’s receipt of written notice given to the Executive by the Company, (D) the Executive’s intentional failure or refusal to follow a lawful and proper direction of the Board or the Company’s Chief Executive Officer that is not cured by the Executive within thirty (30) days after the Executive’s receipt of written notice given to the Executive by the Company, or (E) any other conduct by the Executive, whether or not in the course of performing the Executive’s responsibilities to the Company, that has or is reasonably likely to have a material adverse effect on the business, assets or reputation of the Company and that is not cured by the Executive within thirty (30) days after the Executive’s receipt of written notice given to the Executive by the Company.

f.

“Change in Control” shall mean, and shall have occurred, if:

(i)

any Person (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of the Company’s common stock), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;

(ii)

during any period of two consecutive years (the “Board Measurement Period”) individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraph (i), (iii), or (iv) of this section, or a director initially elected or nominated as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any Person other than the Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the Board Measurement Period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

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(iii)

a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than those covered by the exceptions in (i) above) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or

(iv)

the stockholders of the Company approve a plan of complete liquidation of the Company or the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets other than (i) the sale or disposition of all or substantially all of the assets of the Company to a Person or Persons who beneficially own, directly or indirectly, at least 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale or (ii) pursuant to a spinoff type transaction, directly or indirectly, of such assets to the stockholders of the Company.

Notwithstanding the foregoing, to the extent necessary to comply with Section 409A of the Code with respect to the payment of “nonqualified deferred compensation,” “Change in Control” shall be limited to a “change in control event” as defined under Section 409A of the Code.

g.

“Disability” shall mean the Executive’s having a permanent and total disability as defined in Section 22(e)(3) of the Code.

h.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

i.

“Good Reason” shall mean any of the following events that are not cured by the Company within thirty (30) days after the Company’s receipt of written notice from the Executive specifying the event claimed to be Good Reason (the “Cure Period”): (i) an adverse change in the Executive’s title; (ii) a material diminution in the Executive’s duties, authorities or responsibilities or the assignment to the Executive of duties or responsibilities that are materially adversely inconsistent with Executive’s then position; (iii) a reduction in the Executive’s Base Salary or annual target incentive bonus (as a percentage of Base Salary); (iv) a requirement by the Company that the Executive’s principal place of work be moved to a location more than fifty (50) miles away from its current location; (v) the Company provides written notice to the Executive of its intent not to renew this Agreement or (vi) the failure of the Company to obtain and deliver to the Executive a reasonably satisfactory written agreement from any successor to all or substantially all of the Company’s assets to assume and agree to perform this Agreement. For the Executive’s resignation to be considered a resignation for Good Reason, the Executive shall be required to provide the Company with written notice of the existence of Good Reason no later than forty-five (45) days after the date on which the Executive has had, or should have had, actual knowledge of the event that is alleged to constitute Good Reason, the Company shall notify the Executive no later than the end of the Cure Period whether it agrees that a Good Reason event has occurred (and if it has occurred, whether the Company intends to cure it), and the Executive must actually resign within ninety (90) days of the end of the Cure Period.

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j.

“Person” shall mean an individual, corporation, partnership, association, trust, unincorporated organization, limited liability company or other legal entity. All references to Person shall include an individual Person or a group (as defined in Rule 13d-5 under the Exchange Act) of Persons.

k.

“Termination Date” shall mean the date on which the Executive’s employment with the Company is terminated.

12.

General Provisions.

a.

Entire Agreement. The parties agree that the Severance Benefits shall be the sole and exclusive payments or benefits to which the Executive shall be entitled in respect of the Executive’s termination of employment with the Company, and Executive shall not be eligible to participate in any other severance plan, program, agreement or arrangement of the Company. This Agreement shall supersede any and all prior understandings, representations or presentations, whether written or oral, relating to the subject matter hereof.

b.

Tax Withholding. The Company shall be entitled to deduct or withhold, or require the Executive to remit to the Company, up to the maximum statutory amount necessary to satisfy federal, state or local taxes required by law or regulation to be withheld with respect to any payment or benefit provided hereunder.

c.

No Mitigation. The Executive will be under no obligation to seek other employment and there will be no offset against any amounts owing to the Executive under Sections 2, 3, and 4 above, as applicable, on account of any remuneration attributable to any subsequent employment that the Executive may obtain.

d.

Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, delivered by certified or registered mail, postage prepaid, return receipt requested, or delivered by overnight courier (provided that a written acknowledgment of receipt is obtained by the overnight courier) to any party concerned at the address indicated below or to such changed address as such party may subsequently give such notice of:

If to the Company: MarketAxess Holdings Inc. 55 Hudson Yards Floor 15New York, New York 10001 Attention: General Counsel

If to the Executive, at the Executive’s then-current primary mailing address as indicated in the Company’s records.

e.

Successors and Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of or to the Company, including, without limitation, any purchaser of all or substantially all of the assets or equity interests of the Company. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees and/or legatees.

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f.

Waiver. No provision of this Agreement may be modified, amended or waived unless such modification, amendment or waiver is agreed to in writing signed by the Executive and the Company. No waiver by any party hereto at any time of any breach by any other party hereto shall be deemed a waiver of similar or dissimilar provisions at the same or at any prior or subsequent time.

g.

Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of New York, including its statutes of limitations, without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction. THE EXECUTIVE ACKNOWLEDGES THAT, BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS WAIVING ANY RIGHT THAT THE EXECUTIVE MAY HAVE TO A JURY TRIAL RELATED TO THIS AGREEMENT.

h.

Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

MARKETAXESS HOLDINGS INC.
/s/ Christopher R. ConcannonName:Christopher R. Concannon Title: Chief Executive Officer
EXECUTIVE
/s/ William QuanName: William Quan

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EXHIBIT A
FORM OF RELEASE AND COVENANT NOT TO SUE AGREEMENT

THIS RELEASE AND COVENANT NOT TO SUE (this “ReleaseAgreement”), dated as of [●], is by and between MarketAxess Holdings Inc., a Delaware corporation (the “Company”), and William Quan (the “Executive”).

RECITALS

WHEREAS, the Company and the Executive previously entered into a Severance Protection Agreement, dated as of February 16, 2026 (the “Severance Agreement”);

WHEREAS, the Executive’s employment was terminated effective [●]; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Severance Agreement.

NOW, THEREFORE, in consideration of such employment and the mutual covenants and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive agree as follows:

1.

General Release and Covenant Not to Sue.

a.

The Executive hereby releases the Company and all of its past, present, and future affiliates, and its and their respective officers, directors, shareholders, members, employees, successors and assigns (collectively referred to herein as the “Releasees”), jointly and severally, from any and all claims, known or unknown, which the Executive or the Executive’s heirs, successors or assigns have or may have against any Releasee arising on or prior to the Termination Date and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, causes of action, obligations, damages or liabilities arising from any and all bases, however denominated, including but not limited to claims for wrongful discharge, accrued bonus or incentive pay, sexual harassment, the Age Discrimination in Employment Act, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Corporate Fraud and Criminal Fraud Accountability Act of 2002, and Sections 922(h)(1) and 1057 of the Dodd-Frank Act, Workers Adjustment and Retraining Notification Act, the New York Human Rights Law, including New York Executive Law § 296, § 8-107 of the Administrative Code and Charter of New York City or any other federal, state, or local law. This release is for any and all claims, including but not limited to claims arising from and during the Executive’s employment relationship with Releasees or as a result of the termination of such relationship. Notwithstanding any provision contained in this Release Agreement, this release is not intended to interfere with the Executive’s right to file a charge with a governmental agency, including but not limited to the equal employment opportunity commission or any state or local fair employment practices agency, or other governmental regulatory agency or self-regulatory organization. However, by executing this Release Agreement, the Executive hereby waives the right to recover any relief in connection with any proceeding brought before such governmental agency or self-regulatory organization. This release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. The Executive relinquishes any right to future employment with the Company or any of the Releasees, and agrees not to seek future re-employment with the Company or any of the Releasees. The Executive acknowledges that the Company shall have the right to refuse to re-employ the Executive without liability of the Company or any of the Releasees. This release shall not apply to any obligation of the Company pursuant to the Severance Protection Agreement.

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b.

The Executive understands that the Executive is releasing the Releasees from claims that the Executive may not know about as of the date of the execution of this Release Agreement, and that it is the Executive’s knowing and voluntary intent even though the Executive recognizes that someday the Executive might learn that some or all of the facts the Executive currently believes to be true are untrue and even though the Executive might then regret having signed this Release Agreement. Nevertheless, the Executive understands that the Executive is expressly assuming that risk and agrees that this Release Agreement shall remain effective in all respects in any such case. The Executive expressly and completely waives all rights the Executive might have under any law that is intended to protect the Executive from waiving unknown claims, and the Executive understands the significance of doing so.

c.

In consideration of the terms set forth in this Release Agreement, the Executive represents that the Executive has not filed or permitted to be filed against the Releasees any charges, complaints or lawsuits, and the Executive covenants and agrees that the Executive will not file or permit to be filed any lawsuits at any time hereafter with respect to the subject matter of this Release Agreement and claims released pursuant to this Release Agreement (including, without limitation, any claims relating to the termination of the Executive’s employment), except as may be necessary to enforce this Release Agreement or to seek a determination of the validity of the waiver of the Executive’s rights under ADEA.

d.

The Executive understands and agrees that nothing in this Release Agreement limits or interferes with the Executive’s right, without notice to or authorization of the Company, to communicate in good faith with any Government Agency for the purpose of reporting a possible violation of law, or to participate in any investigation or proceeding that may be conducted by any Government Agency, including by providing documents or other information, or for the purpose of filing a charge or complaint with a Government Agency. As used in this Release Agreement, “Government Agency” shall mean the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization or any other federal, state or local governmental agency or commission. In the event the Executive files a charge or complaint with a Government Agency, or a Government Agency asserts a claim on the Executive’s behalf, the Executive agrees that the Executive’s release of claims in this Release Agreement shall nevertheless bar the Executive’s right (if any) to any monetary or other recovery (including reinstatement), except the Executive does not waive: (i) the Executive’s right to receive a whistleblower award from a Government Agency for information provided to such Government Agency, (ii) any recovery to which the Executive may be entitled pursuant to workers’ compensation and unemployment insurance laws, and (iii) any other right where a waiver is expressly prohibited by law.

e.

Nothing in this Release Agreement shall affect the Executive’s vested rights, if any, to the equity awarded to the Executive under the MarketAxess Holdings Inc. 2020 Equity Incentive Plan, or any other equity or equity-based incentive plan of the Company or its Affiliates, in each case, as amended or restated. The Executive’s rights to benefits under any such plan(s) will be determined in accordance with the terms of such plan(s).

f.

Nothing in this Release Agreement shall affect the Executive’s vested rights, if any, to retirement benefits under any 401(k) retirement or deferred compensation plan(s) offered by the Company. The Executive’s rights to benefits under any such 401(k) plan(s) and any other employee benefits plans will be determined in accordance with the terms of such plans.

2.

No Admission of Liability. It is understood that nothing in this Release Agreement is to be construed as an admission on

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behalf of the Releasees of any wrongdoing with respect to the Executive, any such wrongdoing being expressly denied.

3.

Acknowledgements.

The Executive acknowledges that:

a.

Before entering into this Release Agreement, the Executive has had the opportunity to consult with any attorney or other advisor of the Executive’s choice, and the Executive has been advised to do so if the Executive chooses;

b.

The Executive has entered into this Release Agreement of the Executive’s own free will, and that no promises or representations have been made to the Executive by any person to induce the Executive to enter into this Release Agreement other than the express terms set forth herein and in the Severance Agreement;

c.

The Executive has read this Release Agreement and understands all of its terms, including the release of claims and covenant not to sue set forth in Section 1above;

d.

The Severance Benefits as defined and set forth in the Severance Agreement are in consideration of this release of claims and covenant not to sue, and constitute consideration in addition to anything of value to which the Executive is already entitled;

e.

The Executive has [twenty-one (21) / forty-five (45)]1days within which to consider this Release Agreement (although the Executive may choose voluntarily to sign it earlier);

f.

The Executive represents and warrants that the Executive is not aware of any facts that would establish that any officer or employee of the Company has engaged in conduct that the Executive believes would violate any federal, state or local law, regulation or ordinance;

g.

The Executive has seven (7) days following the date the Executive signs this Release Agreement to revoke this Release Agreement by delivering a written notice of such revocation to:

MarketAxess Holdings Inc. 55 Hudson Yards Floor 15New York, New York 10001 Attention: General Counsel; and

h.

This Release Agreement shall not become effective or enforceable until the first (1st) day following the end of the seven (7) day revocation period; provided that the Executive has signed, returned and not revoked this Release Agreement in accordance with the terms hereof.


1As applicable under the Older Workers Benefit Protection Act.

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4.

Miscellaneous.

a.

Governing Law. This Release Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Release Agreement, or the negotiation, execution or performance of this Release Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Release Agreement or as an inducement to enter into this Release Agreement), shall be governed by, and enforced in accordance with, the internal laws of the State of New York, including its statutes of limitations, without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction.

b.

Construction. There shall be no presumption that any ambiguity in this Release Agreement should be resolved in favor of one party hereto and against another party hereto. Any controversy concerning the construction of this Release Agreement shall be decided neutrally without regard to authorship.

c.

Counterparts.This Release Agreement may be executed in one or more counterparts, each of which shall be deemed an original and shall have the same effect as if the signatures hereto and thereto were on the same instrument.

THE UNDERSIGNED HAVE CAREFULLY READ THE FOREGOING AGREEMENT, KNOW THE CONTENTS THEREOF, FULLY UNDERSTAND IT, AND SIGN THE SAME AS THE EXECUTIVE’S OR ITS OWN FREE ACT.

[Remainder of page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Release Agreement as of the date first written above.

MARKETAXESS HOLDINGS INC.
Name: Title:
EXECUTIVE
Name: William Quan

Exhibit B

February 16, 2026

William Quan

[*****]

[*****]

[*****]

[*****]

wage ADVANCE AND deduction authorization

I, William Quan, acknowledge and agree that in accordance with this Agreement between MarketAxess Corporation (“MarketAxess” or the “Company”), and me, and in consideration for my accepting an offer of employment from MarketAxess, as well as continued employment for one-year after the receiving Cash Buy-out, Relocation Expenses and Tax Gross-up Amount (each as defined in my offer letter, dated as of February 16, 2026 (the “Offer Letter”) and collectively the “Subjected Amounts”), I will receive the Subjected Amount, in each case, as an advance of my future earnings. In accordance with the terms of my offer letter, the Subjected Amounts will be paid as soon as practicable after my Start Date (as defined in my offer letter), but only so long as I am employed with the Company on the date the Subjected Amounts are paid.

1.

I understand that the Subjected Amounts will not be considered earned, and I will be required to repay the Subjected Amounts within 30 days of my termination date, should I, prior to the one-year anniversary of receiving the Subjected Amounts: (i) resign my employment with MarketAxess, (ii) provide notice of my intent to resign my employment with MarketAxess, or (iii) have my employment terminated for Cause (as defined by the Offer Letter).

2.

I hereby authorize and agree to permit MarketAxess, in accordance with applicable law, to deduct any amount due and owing pursuant to this Agreement from my final paycheck or any other monies due me by MarketAxess upon the termination of my employment with MarketAxess, up to the maximum extent permitted by applicable law if the amount is not considered earned. I understand that the Subjected Amounts are for my benefit.

3.

No delay or omission on the part of MarketAxess in exercising any rights with respect to this Agreement shall operate as a waiver of such right or any other right hereunder. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. No waiver or consent shall be binding unless it is in writing.

4.

I agree to pay any and all reasonable costs and expenses, including attorneys' fees (whether incurred by MarketAxess’s in-house legal staff or outside counsel),


incurred by MarketAxess in connection with the enforcement of any and all provisions of this Agreement, in regard to any defenses to the Agreement or counterclaims brought in an action to enforce the Agreement, and/or in the event of default hereunder.

5.

I hereby irrevocably waive all benefits of any law exempting my property, or any part of it, from attachment, garnishment, or execution, all rights to trial by jury in any claim, action or proceeding relating to or for the collection or enforcement of this Agreement, and the right to interpose any defense, set-off or counterclaim of any nature in any legal action arising out of or relating to this Agreement in which MarketAxess is an adverse party.

6.

I hereby waive presentment, demand, presentment for payment, protest, notice of protest, and notice of dishonor of this Agreement and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Agreement.

7.

This Agreement is assignable to anyone at the option of MarketAxess. This Agreement inures to the benefit of MarketAxess, its successors and assigns.

8.

I expressly acknowledge that nothing in this Agreement shall be construed to be a contract for employment or an agreement to employ me for any specific period of time after the date of this Agreement, or as a promise of continued employment until and after the one-year anniversary of my Start Date.

9.

I understand that I may revoke my authorization, in writing, only prior to receiving the Subjected Amounts. I agree that once I have received the Subjected Amounts, I may dispute the amount or frequency of any deduction not in accordance with the terms of this Agreement using the following Dispute Procedure. I understand that in order to take advantage of the Dispute Procedure, I must e-mail payroll@marketaxess.com with a statement of my objection to the deduction or repayment, including the reasons therefor. Once I initiate the Dispute Procedure, MarketAxess will cease deductions or repayments, and no further deductions or repayments will be made during the pendency of the dispute. Once MarketAxess receives this initial e-mail from me, MarketAxess will reply, in writing, as soon as practical. Such reply will include: (1) a statement addressing the issues raised by my objection(s), (2) a clear statement indicating MarketAxess’s position with regard to the deduction or repayment (including whether MarketAxess agrees or disagrees), and (3) a reason why MarketAxess agrees or disagrees. Any delay in repayment resulting from my use of the Dispute Procedure will extend the authorized time frame within which the employee must repay the Subjected Amounts through deductions.

10.

Every provision of this Agreement is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the

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balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

11.

I acknowledge and agree that I am signing this authorization for deduction and repayment voluntarily and that it contains all the terms and conditions of such and the details and manners in which deductions and repayments will be made. This Agreement and the offer letter contain all the terms of the agreement between MarketAxess and me regarding the Subjected Amounts, and may not be changed or terminated orally, and any modification to the terms herein must be made in writing and signed by the party to be bound thereby.

12.

This Agreement and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to that State’s rules governing conflicts of laws. I hereby submit to jurisdiction and to laying venue in the County of New York, State of New York.

IhavedulyexecutedthisAgreement

/s/ William Quan 2/16/2026
William Quan Date

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D+1 212-813-6000 55 Hudson Yards, 15th Floor

F+1 212-813-6060 New York, NY 10001

marketaxess.com United States of America

Exhibit C

MARKETAXESS HOLDINGS, INC.

Proprietary Information and Non-Competition Agreement

This Proprietary Information and Non-Competition Agreement (the “Agreement”) by and between William Quan (“you”) and MarketAxess Corporation or its parent, affiliate or subsidiary by which you are employed or to which you provide services (the “Company”) is entered into as of February 16, 2026 and shall be effective upon your Start Date, as defined in the Letter Agreement between you and the Company, dated as of February 16, 2026.

1.

Acknowledgments. You and the Company acknowledge that you are employed by or otherwise provide services to the Company and/or its parents, subsidiaries and affiliates (collectively, the “Company Group”) in a capacity which creates a relationship of confidence and trust between you and the Company Group. During the term of your employment or service relationship with the Company Group (the “Engagement Term”), you will obtain Confidential Information (as defined herein) with regard to the Company Group and its clients, customers and vendors and will be introduced to and create or develop relationships with customers, employees, joint ventures, suppliers and other persons with which the Company Group does business. Because the Company Group will suffer substantial damage if you engage in certain activities during or after the Engagement Term, including using or disclosing Confidential Information (as defined herein), it is necessary for the Company Group to be protected by the prohibitions and the restrictions set forth in this Agreement in exchange for good and valuable consideration, which you acknowledge receiving. You acknowledge your agreement to the terms and conditions of this Agreement by countersigning at the end of this Agreement.

2.

Non-Disclosure of Confidential Information. During the Engagement Term and thereafter, you (a) shall hold all Confidential Information for the benefit of the Company Group (or the owner of any Confidential Information), and (b) shall not, without the prior written consent of the Company, use for your own benefit or disclose to any third party any Confidential Information.

For purposes of this Agreement, “Confidential Information” means all information obtained by or disclosed, created, revealed or known to you as a consequence of or through your employment or other service relationship with the Company Group that is secret, confidential or not generally known to the public (other than through your disclosure of such Confidential Information or disclosure by another person in violation of such person’s obligations to the Company Group or the owner of such Confidential Information) relating to (i) the Company Group, its businesses or operations or (ii) any client or other third party to which the Company Group provides services or which otherwise has business dealings with the Company Group. Confidential Information includes (A) information of a commercial nature (for example, information about customers, clients or vendors of the Company Group (or the third party or its affiliates), strategies, costs, prices and markets), (B) information of a technical nature (for example, methods, know-how, code, processes, technical specifications, drawings and design data), (C) information of a strategic nature (for example, future developments or strategies pertaining to research and development, marketing and sales, new or improved products or services or other matters concerning the Company Group’s or third

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party’s planning), information as to employees and consultants (for example, capabilities, competence, status with the Company Group and compensation levels), and (E) information conceived, originated, discovered or developed by you during the Engagement Term.

In the event you are compelled by order of a court or other governmental or legal body to disclose any Confidential Information to anyone other than the Company (and its designees), you shall promptly notify the Company of any such order and shall cooperate fully with the Company (or the owner of such Confidential Information) in protecting such information to the fullest extent possible under applicable law.

Nothing in this Agreement shall prohibit you from reporting or disclosing information under the terms of the MarketAxess “Whistleblower Policy”.

3.

Return of Materials. All Confidential Information, hard copy or electronic documents, records, notebooks, files, memoranda, computer printouts, disks, computer software, designs, hardware (including but not limited to mobile devices and any network related equipment), data, reports, fee schedules or price lists, plans, communications and other documents or materials (including copies or reproductions thereof and documents or information derived therefrom) in your possession or control (the “Materials”) prepared by you (whether individually or with others), obtained by you or disclosed to you in connection with or relating to your employment or other service relationship with the Company Group shall be left with or returned to the Company upon the termination of the Engagement Term or upon the Company’s request. Such Materials shall at all times be the property of the Company Group. At the request of the Company, you shall provide a signed, written certification in a form acceptable to the Company confirming that you have returned any and all Materials to the Company.

4.

Non-Competition. During the Engagement Term and for twelve (12) months thereafter (the “Non-Compete Period”), you shall not, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant, contractor or in any other capacity whatsoever, provide services that are the same as or similar to any of the services that you provided to the Company Group in the twelve (12) months prior to the termination (for any reason) of your employment by, or provision of services to, the Company Group to any person or entity (i) that is engaged in the design, development, operation or promotion of (a) any electronic system or platform, alternative trading system, electronic communication network or other entity that provides fixed income securities (or other fixed income instruments or derivatives) trading services, data or research products, analytical products or other services ancillary to the trading of fixed income securities or instruments or (b) any pre- or post-trade services business for the matching, reporting or publication of securities that competes with the Company Group's pre- or post-trade services business at the time of termination; or (ii) that is otherwise a Competing Business at the time of termination of the Engagement Term, it being understood that, for the purposes of this Section 4 only, "Competing Business" shall mean any entity or group which derives 10% or more of its total consolidated revenues from the same or a similar product or business line as any product or business line of the Company Group that generates 10% or more of the Company Group's total consolidated revenues at the time of termination. Notwithstanding the foregoing, the length of the Non-Compete Period will be reduced by the period, if any, that you remain employed by the Company but are required to remain away from work during the Notice Period (as defined in the Severance Protection Agreement, by and between you and the Company). Due to the global nature of the Company Group's business and your global responsibilities for the Company Group, you agree that the restrictions set forth in this Section 4 shall apply within the United States, the United Kingdom or in any foreign country where the Company Group transacts any such business or otherwise offers any such product. Nothing herein precludes you from owning less than 1% of

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the total outstanding stock of a publicly held company or from engaging in any otherwise prohibited activity with the express prior written approval of the Board of Directors of the Company.

5.

Non-Solicitation. During the Engagement Term and for twelve (12) months thereafter, in consideration for the execution of this Agreement, and all of the promises and covenants contained herein, you shall not use Confidential Information of the Company Group to directly or indirectly solicit, encourage or induce (or attempt to solicit, encourage or induce) any person or entity who does business with (or is considering doing business with) the Company Group or who uses the Company Group’s products or services and to whom you provided services or about whom you obtained Confidential Information during the Engagement Term to (a) terminate, cease, reduce, or diminish in any way its relationship or prospective relationship with the Company Group or (b) use a competing product or service.

6.

Non-Solicitation of Employees or Consultants. During the Engagement Term and for twenty four (24) months thereafter, you shall not directly or indirectly (a) recruit, solicit, encourage or induce (or attempt to recruit, solicit, encourage or induce) any non-clerical employee or consultant of the Company Group to terminate his or her employment with, or otherwise cease or reduce his or her relationship with, the Company Group or (b) hire or assist another person or entity to hire any non-clerical employee or consultant of the Company Group or any person who, to your knowledge, within six months before was such a person. You may however, if requested by any entity with which you are not affiliated, serve as a reference for any person who at the time of the request is not an employee of, or consultant to, the Company Group.

7.

Extension of Restriction Period. If you violate or breach any portion of Sections 4, 5 or 6, then the restriction period applicable to those Sections will be extended by the length of the period of any such violation or breach as determined by the Company in its sole discretion.

8.

Non-Contravention. You shall not disclose to the Company Group or use during your Engagement Term any confidential information or inventions, discoveries, concepts, improvements or innovations of any of your prior employers or of any other third party.

9.

Inventions and Discoveries.

(a)

You acknowledge and agree that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable,

(i)

that relate to your work with the Company Group, made or conceived by you, solely or jointly with others, during the Engagement Term; provided that any Inventions which are made, disclosed, reduced to tangible or written form or description or are reduced to practice by you after the Engagement Term and which pertain to the business carried on or products or services being sold or developed by the Company Group at the time of the expiration of the Engagement Term and which were, or are derived from, Inventions worked on or developed by you during the Engagement Term, shall be presumed to have been made during the Engagement Term, or

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marketaxess.com United States of America

(ii)

that are reasonably suggested by any work that you perform in connection with the Company Group, either while performing your duties with the Company Group or on your own time, but only insofar as the Inventions are related to your work as an employee or other service provider to the Company Group, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon.

(b)

You will keep adequate written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose in writing to the Company all material information relating to Inventions. The Records shall be the sole and exclusive property of the Company, and you will surrender them upon the termination of your Engagement Term, or upon the Company’s request.

(c)

You will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to your Engagement Term, together with the right to file, in your name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). You will, at any time during and subsequent to the Engagement Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions, and you will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to you from the Company Group, but, in each case, entirely at the Company’s expense. You will also provide any information, such as passwords or codes, necessary to allow the Company Group to fully utilize its property.

(d)

In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright law of the United States, on behalf of the Company and you agree that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to you. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, you hereby irrevocably convey, transfer and assign to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including without limitation, all of your right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to sue at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, you hereby waive any so-called “moral rights” with respect to the Inventions.

(e)

You hereby waive any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to your benefit by virtue of you being an employee of or other service provider to the Company Group.

10.

Representations. You acknowledge and agree that you have not entered into, and during the Engagement Term will not enter into, any other agreement or obligation which would in any way affect, restrict or limit your employment or

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marketaxess.com United States of America

other service relationship with the Company Group or otherwise conflict with your obligations to the Company Group. In addition, you hereby represent, warrant and covenant to the Company as follows: (a) you have the right to grant the rights granted in this Agreement, you are not under any contractual or other obligation that would prevent, limit or impair, in any way, the performance of your obligations hereunder and have not done and will not do any act and have not made and will not make any grant, assignment or agreement which will or might conflict or interfere with the complete enjoyment of all of the Company’s rights under this Agreement; and (b) all material provided or contributed by you for use in the Inventions, (i) will be wholly original with you and not copied in whole or in part from any other work, (ii) will not violate or infringe in any way upon the rights of others, including, without limitation, any patent, copyright, trademark or other proprietary right, and (iii) will not violate any applicable law. You will defend, indemnify and hold harmless the Company Group, and its respective managers, officers, employees and representatives, and their respective agents, successors and assigns, from and against any and all claims, losses and expenses, including without limitation attorneys’ fees and costs, arising out of any breach or alleged breach of your representations, warranties or covenants hereunder.

11.

Enforcement. The parties have entered into this Agreement in the belief that its provisions are valid, reasonable and enforceable. If any one or more of the provisions shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained therein to the fullest extent consistent with the intent of this Agreement. If any provision in this Agreement is found by any court, arbitral tribunal or similar entity to be unenforceable, including because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, then such provision shall be given effect to the maximum extent possible, including by interpreting such provision to extend over the maximum period of time, range of activities and/or geographic area to which it may be enforceable.

12.

Remedies. In the event of a breach or potential breach of the restrictions and prohibitions in this Agreement, you acknowledge that the Company Group (or the owner of any relevant Confidential Information) will be caused irreparable harm and that money damages may not be an adequate remedy. You also acknowledge that the Company Group (and the owner of such Confidential Information) shall be entitled to injunctive relief (in addition to its other remedies at law or equity) to have such provisions specifically enforced without posting any bond.

13.

Reasonableness. You acknowledge that the prohibitions and restrictions set forth in this Agreement, including in Sections 2, 4, 5 and 6, are reasonable and necessary for the protection of the business of the Company Group, that the restrictions and prohibitions herein will not prevent you from earning a livelihood after the termination of the Engagement Term and that part of the compensation paid and, if you are an employee, the benefits provided to you are in consideration for entering into this Agreement.

14.

Assignment; Entire Agreement. Your rights under this Agreement are not assignable. This Agreement and the rights hereunder shall be assignable by the Company, in whole or in part. This Agreement and the rights hereunder shall inure to the benefit of and be binding upon the Company and its successors and assigns and upon you and your personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees and permitted assignees and may not be altered, modified, or amended except by written instrument signed by you and the Company. This Agreement sets forth the entire understanding of you and the Company with

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D+1 212-813-6000 55 Hudson Yards, 15th Floor

F+1 212-813-6060 New York, NY 10001

marketaxess.com United States of America

regard to the subject matters covered herein and supersedes and replaces any existing agreement, written or otherwise, entered into by you and the Company with regard to the same or similar subject matter.

15.

Notices. All notices hereunder shall be given in writing and shall be either delivered personally or sent by certified or registered mail, return receipt requested, or nationally recognized overnight courier addressed to the other party at your address on the books of the Company or at the Company’s executive offices, as the case may be. Notices shall be deemed given when received or three days after mailing, whichever is earlier.

16.

Review of Agreement. You acknowledge and agree that you have been provided with sufficient time to carefully review and examine this Agreement and to consult with counsel or other advisors regarding this Agreement, and that you understand the terms and conditions set forth in this Agreement.

17.

Future Employers. You acknowledge and agree that the Company Group may share this Agreement or any of the terms or provisions herein with any person or entity who potentially or actually retains you as an employee, consultant or service provider.

18.

Disclosure Exceptions. Nothing in this Agreement shall prohibit or restrict you from lawfully initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by any criminal or civil law enforcement agency, governmental or regulatory agency, entity, or official(s), including, but not limited to the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), the Commodity Futures Trading Commission (“CFTC”), the Consumer Financial Protection Bureau (“CFPB”), the Occupational Safety and Health Administration (“OSHA”), the Department of Justice (“DOJ”), the U.S. Congress, any agency Inspector General, the U.S. Equal Employment Opportunity Commission (“EEOC”), the NationalLabor Relations Board (“NLRB”), or any other state or local commission on human rights or agency enforcing anti-discrimination laws (collectively, “Governmental Authorities”) regarding a possible violation of any law; responding to any inquiry or legal process directed to you individually (and not directed to the Company and/or its subsidiaries) from any such Governmental Authorities; testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or making any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to your attorney in relation to a lawsuit for retaliation against you for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require you to obtain prior authorization from the Company before engaging in any conduct described in this paragraph, or to notify the Company that you have engaged in any such conduct.

19.

Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED FOR ALL PURPOSES BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO RULES RELATING TO CONFLICTS OF LAWS.

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20.

Exclusive Forum; Service or Process; Jury Waiver. EXCEPT AS REQUIRED BY FINRA RULES OR REGULATIONS, YOU AND THE COMPANY AGREE THAT ANY DISPUTES ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY IN THE STATE OR FEDERAL COURTS OF NEW YORK COUNTY, NEW YORK, AND YOU AND THE COMPANY CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS. YOU AND THE COMPANY HEREBY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING OBJECTIONS BASED ON FORUM NON CONVENIENS, TO THE CONDUCTING OF ANY SUCH PROCEEDING IN SUCH JURISDICTION. YOU AND THE COMPANY EACH CONSENT TO SERVICE OF PROCESS IN ANY ACTION BROUGHT IN SUCH COURTS BY REGISTERED OR CERTIFIED MAIL SENT TO THE ADDRESS INDICATED IN THE NOTICE PROVISION HEREOF. YOU AND THE COMPANY BOTH WAIVE TRIAL BY JURY IN CONNECTION WITH THE TRIAL OF ANY ACTION OR DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT OR MATTERS OF A SIMILAR NATURE. TO THE EXTENT ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT IS REQUIRED BY FINRA RULES OR REGULATIONS TO BE SUBMITTED TO FINRA ARBITRATION, YOU AND THE COMPANY AGREE THAT SUCH ARBITRATION SHALL TAKE PLACE IN NEW YORK, YORK.

21.

Counterparts. This Agreement may be executed in original or by facsimile or similar method in several counterparts and, as so executed, shall constitute a single agreement binding on all parties hereto, notwithstanding that all of the parties are not signatory to the original or to the same counterpart.

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D+1 212-813-6000 55 Hudson Yards, 15th Floor

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marketaxess.com United States of America

EXECUTIVE MARKETAXESS HOLDINGS INC.
Signed: /s/ William QuanPrinted Name: William Quan By: /s/ Christopher R. ConcannonPrinted Name: Christopher R. ConcannonTitle: Chief Executive Officer

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