SEC Filings

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


connection with any ongoing or future investigation or dispute or claim of any kind involving the Company.  You will be entitled to prompt reimbursement for reasonable out-of-pocket expenses (including travel expenses) incurred in connection with providing such assistance.


13.                               Whistleblowing Policy.  Nothing in any code, agreement, manual or in any other policies, procedures or agreements of the Company shall prohibit or restrict you or your counsel from providing information in connection with: (1) any disclosure of information required by law or legal process; (2) reporting possible violations of federal or state law or regulation to any governmental agency, commission or entity, including but not limited to, the Department of Justice, the Commodities Futures Trading Commission, the Securities and Exchange Commission, the Department of Labor, the Congress, any state Attorney General, self-regulatory organization and any agency Inspector General (collectively “Government Agencies”); (3) filing a charge or complaint with Government Agencies; (4) making disclosures that are protected under the whistleblower provisions of federal or state law or regulation (collectively the “Whistleblower Statutes”) or (5) from initiating communications directly with, responding to any inquiry from, volunteering information to, testifying or otherwise participating in or assisting in any inquiry, investigation or proceeding brought by Government Agencies in connection with (1) through (4).  For the avoidance of doubt, you are not required to advise or seek permission from the Company before engaging in any activity set forth in (1) through (5) of this Paragraph 13.  Further, the Company does not in any manner limit your right to receive an award from Government Agencies for information provided to Government Agencies or pursuant to the Whistleblower Statutes.


14.                               Consulting Arrangement.


A.  Consulting Services.  You agree that following the Separation Date, you will provide consulting services to the Company on transition, operational and integration matters and such other advisory services as may be reasonably requested by the Company (the “Consulting Services”) through April 1, 2018.  The Consulting Services will be provided at times and places mutually agreed between you and the Company from time to time, provided that the level of such services shall not exceed 20% of the average level of services you provided the Company over the thirty-six (36) month period immediately prior thereto.  Given the limited scope of these consulting services, the parties agree that they will not prevent the cessation of your employment from constituting a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h).  In consideration for your obligations under this Paragraph 14, the Company will pay you a fee of $1,000,000 (the “Consulting Fee”), which will be paid in approximately equal monthly installments over the period during which you provide the Consulting Services, payable in arrears following the conclusion of the applicable month.  The Consulting Services and the Consulting Fee payable therefor shall not be terminable by the Company other than on account of your (A) continued failure to substantially perform after the Company delivers you a written demand for substantial performance or (B) engaging in misconduct which is injurious to the Company or its subsidiaries or affiliates financially, reputationally or otherwise; provided, that the Consulting Services and the Consulting Fee payable therefor shall automatically terminate upon your death.   Upon the termination of the Consulting Services in accordance with the preceding sentence, the Company shall have no further obligation to you under this Section 14 except to pay, or cause to be paid, any portion of the Consulting Fee that has accrued prior to such termination.