|VIRTU KCG HOLDINGS LLC filed this Form 8-K on 07/24/2017|
5. 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, in all respects, 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.
You will be reimbursed for all expenses reasonably incurred by You in the proper performance of your duties in the usual way up to the Termination Date, subject to the production of such receipts or other documentary evidence of expenditure as the Company may require to its satisfaction and provided that You have submitted such request for reimbursement to the Company within 14 days of the Termination Date.
The Company agrees that to the extent required by law or any Associated Companys bylaws, or, if applicable, the Merger Agreement, the Company will continue to indemnify you against any actual or threatened action, suite or proceeding against You, whether civil, criminal, administrative or investigative, arising by reason of your status as a director, officer or employee of the Company or any Associated Company during your employment.
8. MONEY OWED TO COMPANY
In the event that You have taken holiday in excess of your pro-rata entitlement or there is an outstanding loan or advance of salary made or any other sums owed by You to the Company or any Associated Company as at the Termination Date, an appropriate sum will be deducted from your final salary payment and, to the extent that this is insufficient, from the net Notice Payment.
The Company will further to any reasonable request by a prospective employer or employment agency provide a written reference with respect to your employment with the Company on substantially similar terms of the draft at Schedule 2 and will deal with any reasonable oral enquiries in a manner consistent with the reference (subject in each case to such amendment as may be necessary to reflect any material information which may subsequently come to the attention of the Company and, subject in every case to the Companys overriding legal duties and obligations owed to prospective employers or regulatory authorities).
10.1. You will during and after the termination of your employment provide such assistance, reasonably requested documents, physical evidence or testimony as the Company or any Associated Company may require in the conduct of any internal investigation, the defence or prosecution of any threatened or actual, current or future claim that may be made against the Company or any Associated Company, including but not limited to any proceeding before any arbitrary, administrative, regulatory, judicial, legislative or other body or agency to the extent such claims, investigations or proceedings relate to