SEC Filings

VIRTU KCG HOLDINGS LLC filed this Form 8-K on 07/24/2017
Entire Document


been made to you in accordance with the Company’s normal payroll practices over the period commencing on the Separation Date and ending no later than the second regularly scheduled Company payroll date following the date the Release becomes effective.


7.                                      Equity Awards.  You acknowledge that the equity awards granted to you under the KCG Amended and Restated Equity Incentive Plan and any of your Company Warrants (as defined in the Merger Agreement) outstanding as of immediately prior to the Closing will be treated in accordance with the terms of the Merger Agreement.  For the avoidance of doubt, your equity awards granted to you will remain subject to the provisions regarding Recapture and Adjustment set forth in Section 13.4 of the KGC Amended and Restated Equity Incentive Plan; provided that the recapture events triggered by termination for Cause and violation of a non-compete agreement, as set forth in clauses (a) and (b) of the first paragraph thereunder, respectively, shall no longer apply.


8.                                      Waiver.  The Company and Virtu acknowledge and agree that the Non-Competition covenants set forth in Section 8(c) of your Employment Agreement will be null and void as of your Separation Date and will not be enforced against you following the Separation Date.


9.                                      No Other Payments.  You agree that the payments and benefits set forth under Paragraphs 3 and 4 are in full satisfaction of your rights to payments and benefits under Section 6(c) of your Employment Agreement and, except with respect thereto, you have not earned and will not receive any additional compensation, severance or benefits after the Separation Date.  For the avoidance of doubt, nothing in this Paragraph 9 will nullify or otherwise impair your right to (i) bring an Excluded Claim (as defined in the Release) in the future or (ii) receive any benefits to which are entitled in accordance with the terms of the Company’s benefit plans and arrangements in which you participate pursuant to Section 5(a) of your Employment Agreement.


10.                               Ongoing Covenants.  You agree to comply with the Non-Solicitation, Non-Disparagement and Proprietary Information covenants set forth in Sections 8(d), 8(e), 8(f) and 7 of your Employment Agreement and you acknowledge that in accordance with Section 7 of your Employment Agreement, you will return all Proprietary Information to the Company by no later than the Separation Date; provided, however, that you shall be entitled to retain, and use appropriately (e.g., not in connection with violating obligations owed by you to the Company in accordance with this Paragraph 10 or otherwise) any documents and information relating to your personal entitlements or obligations and your personal rolodex (including electronic equivalents).  Notwithstanding anything in the Employment Agreement to the contrary, for purposes of Section 8(d) of the Employment Agreement, the “Non-Solicitation Period” will be the period beginning on the Separation Date and terminating on April 1, 2018 or, if earlier, the date your Consulting Services (defined below) terminate.


11.                               Indemnification.  The Company and Virtu acknowledge and agree that to the extent permitted by law and the Company’s bylaws, following the Separation Date, the Company will continue to indemnify you and advance expenses in accordance with Section 5(d) of your Employment Agreement, and, if applicable, the Merger Agreement.


12.                               Future Cooperation.  In accordance with Section 9 of your Employment Agreement, you agree that upon the Company and/or Virtu’s reasonable request following your Separation Date, you will use reasonable efforts to assist and cooperate with the Company in connection with the defense or prosecution of any claim that may be made against or by the Company arising out of events occurring during your employment, or in