|VIRTU KCG HOLDINGS LLC filed this Form 8-K on 07/24/2017|
July 20, 2017
KCG Holdings, Inc.
Re: Separation Agreement
This letter agreement (this Agreement) sets forth the terms of your departure from KCG Holdings, Inc. (collectively with its subsidiaries and affiliates, the Company), which shall be contingent and effective on the Closing Date, as that term is defined in the Agreement and Plan of Merger, dated as of April 20, 2017, by and among Virtu Financial, Inc. (Virtu), Orchestra Merger Sub, Inc. and KCG Holdings, Inc. (as may be amended from time to time, the Merger Agreement). This Agreement shall only become effective upon the occurrence of the Closing (as defined in the Merger Agreement) and no party hereto shall have any obligations hereunder unless and until the Closing occurs. If the Merger Agreement is terminated prior to the occurrence of the Closing, then this Agreement shall be void ab initio and be of no force and effect.
Virtu will, or will cause the Company to, provide you with certain severance entitlements in exchange for your executing, delivering and performing all of the terms, conditions and obligations applicable to you under this Agreement. You acknowledge and agree that the payments and benefits being provided to you herein are in exchange for your promises, representations, releases, agreements and obligations contained herein and are valuable and sufficient consideration. Now, therefore, you and the Company agree as follows:
1. Separation Date. Your employment with the Company will terminate as of the Closing Date (the Separation Date). For purposes of your employment agreement with the Company, dated and executed by you on February 25, 2014 (your Employment Agreement), your termination of employment is a termination by the Company without Cause pursuant to Section 6(c) thereof. Upon the Separation Date, you will be deemed to have relinquished and resigned from any and all titles, positions and appointments with the Company (whether as an officer, manager, director, partner or otherwise). You agree to promptly execute such documents as may be reasonably requested by the Company to evidence your separation from employment and cessation of service on the Separation Date.
2. Your Employment Agreement. Except as otherwise set forth in this Agreement, the terms and conditions of your Employment Agreement shall survive and continue to remain in full force and effect. Unless otherwise defined in this Agreement, terms are used with the same meaning as your Employment Agreement.