Exhibit 10.10
SENIOR MANAGEMENT AND NFP DIRECTOR LOCKUP AGREEMENT
LETTER AGREEMENT
National Financial Partners Corp.
000 Xxxxxxx Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
I, (Name) (the "Covered Person"), understand that National Financial
Partners Corp. ("NFP") and the existing stockholders of NFP have approved the
terms of the Amended and Restated Stockholders Agreement (the "Amendment"),
which Amendment supplemented and changed the Stockholders Agreement, dated as of
October 27, 1998, by and among NFP, Apollo Investment Fund IV, LP, a Delaware
limited partnership, and the other stockholders of NFP party thereto. Among
other things, the Amendment added certain restrictions on the sale of NFP common
stock ("Common Stock") over a five-year period. This agreement imposes
additional quantity and timing restrictions on the sale of Common Stock for
certain members of senior management of NFP, NFP Insurance Services, Inc. and
NFP Securities, Inc. as well as all directors serving on the NFP Board of
Directors.
For good and valuable consideration, receipt and sufficiency of which
is hereby acknowledged, the Covered Person hereby irrevocably agrees as follows.
All terms not otherwise defined herein shall have the meanings given such terms
in the Amendment.
1. Notwithstanding any other provision of the Amendment, the Covered
Person agrees that, except as permitted by Sections 2.3.1 and 2.5 (in each case
subject to subsections (iv) and (v) below) and Section 2.6 of the Amendment,
from and including the date of the consummation of an IPO, the Covered Person
shall not Transfer any shares of Common Stock owned by the Covered Person,
except that:
(i) during the period commencing on the 180/th/ day after the effective
date of the registration statement relating to the IPO (the "Effective Date")
and ending 15 months after the Effective Date, in connection with an
underwritten offering of Common Stock by NFP, the Covered Person may Transfer up
to 10% of the Applicable Total Shares of the Covered Person;
(ii) if during the period described in clause (i) NFP does not
consummate an underwritten public offering, then during the period commencing 15
months after the Effective Date and ending 24 months after the Effective Date,
subject to the provisions of any lockup agreement entered into from time to time
in accordance with Section 3.7 of the Amendment, the Covered Person may Transfer
up to 10% of the Applicable Total Shares of the Covered Person;
(iii) in each period after the Effective Date specified in the table
set forth below (each such period, together with the periods referred to in
clauses (i) and (ii) above and (iv) below, a "Transfer Period"), subject to the
provisions of any lockup agreement entered into from time to time in accordance
with Section 3.7 of the Amendment, the Covered Person may Transfer the aggregate
of any Holdover Amount plus the percentage of the Applicable Total Shares of the
Covered Person specified in the table set forth below for such Transfer Period;
and
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Transfer Period % of Applicable Total Shares
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24 months to 36 months 10%
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36 months to 60 months 10%
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(iv) 60 months after the Effective Date, the Covered Person may
Transfer the aggregate of any Holdover Amount plus any remaining unsold shares;
provided, however, that during all periods in which the Covered Person is either
(A) employed by any of NFP, NFP Insurance Services, Inc. or NFP Securities, Inc.
or (B) serving as a director on the NFP Board of Directors, such Covered Person
shall retain direct ownership of at least 50% of the Applicable Total Shares
(including for the purpose of this clause, any shares Transferred pursuant to
Section 2.3.1(A) and 2.6 of the Amendment); and provided further that in all
instances this right shall be subject to the provisions of any lockup agreement
entered into from time to time in accordance with Section 3.7 of the Amendment.
For purposes of calculating the Applicable Total Shares for the period of
employment or service following 60 months after the Effective Date, Transfer
Period shall mean each 12-month period following the anniversary of the
Effective Date such that Applicable Total Shares shall be determined on an
annual basis.
(v) Notwithstanding the exception for certain Transfers made pursuant
to Section 2.3.1 of the Amendment, the Covered Person shall not be permitted to
Transfer pursuant to Section 2.3.1 any shares of Common Stock which are subject
to
this Letter Agreement unless the transferee of such shares executes a letter
agreement with NFP in substantially the form of, and with terms similar to, this
Letter Agreement; provided that the terms of the transferee's letter agreement
shall apply only to the shares acquired from the Covered Person and shall expire
under its paragraph 5 on the cessation of employment and/or directorship of the
transferor; and provided further that during the 12 month period immediately
following the Effective Date, the Covered Person shall not be permitted to make
a Transfer, other than as otherwise expressly permitted by Section 1(i) of this
Letter Agreement or Section 2.6 of the Amendment, without the consent of one of
NFP's lead underwriters, which consent shall not be unreasonably withheld.
2. As used in this Letter Agreement, the following phrases shall have
the following meanings:
"Applicable Total Shares" means:
(A) the sum of (i) all shares of Common Stock owned of record by a
Covered Person as of the Cut-Off Date and (ii) all shares of
Common Stock issuable to such Covered Person upon the exercise
of options held by such individual that are exercisable as of
the Cut-Off Date;
(B) plus, the sum of (i) all shares of Common Stock acquired (not
including any shares of Common Stock purchased in the public
market, either in or after the IPO) by such Covered Person after
the Cut-Off Date and at least ten business days before the first
day of the applicable Transfer Period and (ii) all shares of
Common Stock issuable to such Covered Person upon the exercise
of options held by such individual that became exercisable after
the Cut-Off Date and on or prior to the first day of the
applicable Transfer Period;
(C) less, the number of shares of Common Stock that have been
Transferred by such Covered Person, on or after the Cut-Off Date
and at least ten business days before the first day of the
applicable Transfer Period, to a Permitted Transferee in
accordance with Section 2.3.1 of the Amendment;
"Holdover Amount" means, as of any date, the aggregate of any shares of
Common Stock that the Covered Person was permitted to Transfer in accordance
with the provisions of this Letter Agreement in any completed Transfer Period
that were not so Transferred.
3. The provisions of this Letter Agreement do not apply to any shares
of Common Stock purchased by the Covered Person (i) from NFP in an underwritten
public offering or (ii) in the open market following the consummation of the
IPO.
4. Notwithstanding any other provisions of this Letter Agreement, the
NFP Board of Directors, in its sole discretion, may waive the provisions of this
Letter Agreement in connection with any business combination or other
extraordinary transaction that has been approved by a majority of the NFP Board
of Directors.
5. This Letter Agreement shall terminate upon the date on which the
Covered Person ceases to be either (i) an employee of any of NFP, NFP Insurance
Services, Inc., or NFP Securities, Inc. or (ii) a director on the NFP Board of
Directors.
6. No provision of this Letter Agreement may be amended, modified or
waived except by an instrument in writing executed by an executive officer of
NFP and the Covered Person at the direction of the NFP Board of Directors.
7. This Letter Agreement shall be governed by and construed in
accordance with the laws of the State of New York, excluding the choice of law
rules thereof.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Letter Agreement and that, upon
reasonable request, the undersigned will execute any additional documents
reasonably necessary in connection herewith. Any obligations of the undersigned
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned.
Very truly yours,
___________________________
Name: (Name)
Title: (Title)
Dated: _______________
AGREED TO AND ACCEPTED BY:
___________________________________
Name:
Title:
