|VIRTU KCG HOLDINGS LLC filed this Form 8-K on 07/24/2017|
7. Equity Awards. You acknowledge that the equity awards granted to you under the KCG Amended and Restated Equity Incentive Plan and 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 bring an Excluded Claim (as defined in the Release) in the future.
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).
11. Indemnification. The Company and Virtu acknowledge and agree that to the extent permitted by law and the Companys 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 Virtus 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 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