Transition Services AgreementTransition Services Agreement • August 14th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • New York
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of May 31, 2012, is entered into by and among Penson Financial Services, Inc., a North Carolina corporation (“Penson”), and Knight Execution & Clearing Services LLC, a Delaware limited liability company (“Knight”). Penson and Knight are each sometimes referred to herein as a “Party” and collectively as the “Parties.” Except as set forth herein, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in that certain Asset Purchase Agreement, dated as of May 28, 2012 (the “Purchase Agreement”), between Penson Financial Services, Inc. and Knight, pursuant to which Knight has agreed to acquire the Acquired Assets and to assume the Assumed Liabilities.
SEPARATION AGREEMENTSeparation Agreement • August 14th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies • Texas
This Separation Agreement (the “Agreement”) is made by and among Philip A. Pendergraft (“Executive”), Penson Worldwide, Inc., a Delaware corporation (“PWI”) and , Penson Financial Services, Inc. (“PFSI” and collectively with PWI, the “Company”), effective July 16, 2012.
AMENDMENT OF EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 14th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
This Amendment (“Amendment”) to the Executive Employment Agreement (the “Employment Agreement”) dated February 2, 2012 by and between Penson Worldwide, Inc., a Delaware corporation (the “Company”) and Bryce B. Engel (“Executive”) is entered into by and among the Company, Penson Financial Services, Inc. (“PFSI”) and Executive effective as of July 24, 2012.
May 29, 2012Asset Purchase Agreement • August 14th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
Re: Amendment to Employment LetterEmployment Agreement • August 14th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
This letter agreement (the “Amendment Agreement”) amends that certain employment letter between you and Penson Financial Services, Inc. (the “Company”) dated as of June 12, 2006 (the “Employment Letter”).
MEMORANDUMExecutive Employment Agreement • August 14th, 2012 • Penson Worldwide Inc • Security brokers, dealers & flotation companies
We are pleased to inform you that the board of directors of the Company has approved a special retention program (the “Incentive Payment”) for you as an incentive to continue to remain employed with the Company following the closing date of the transaction. This Incentive Payment is conditioned on your execution of the amendment (the “Amendment”) to the Executive Employment Agreement between you and Penson Worldwide, Inc. dated as of February 2, 2012, (the “Employment Agreement”) prior to July 27, 2012.
