0001397911-13-000012 Sample Contracts

AMENDMENT AND WAIVER TO MANAGEMENT STOCKHOLDERS' AGREEMENT
Management Stockholders' Agreement • February 26th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This Amendment and Waiver Agreement (this “Amendment”) is entered into as of December 28, 2012 by and between LPL Financial Holdings Inc. (the “Company”) and Esther M. Stearns.

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SENIOR MANAGEMENT RESTRICTED STOCK UNIT AWARD granted under the
Restricted Stock Unit Award • February 26th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This award (the “Agreement”) is granted by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to [•] (the “Participant”) pursuant to the Company's 2010 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). For purposes of this Agreement, the “Grant Date” shall mean [•], 20[•].

LPL FINANCIAL HOLDINGS INC. Revenue Award Agreement
Revenue Award Agreement • February 26th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This Revenue Award Agreement (the “Agreement”) made as of this 1st day of January, 2013 between LPL Financial Holdings Inc., a Delaware corporation (“Financial Holdings”), and Esther M. Stearns (the “Participant”).

EBITDA Award Agreement
Ebitda Award Agreement • February 26th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This EBITDA Award Agreement (the “Agreement”) made as of this 1st day of January, 2013 between LPL Financial Holdings Inc., a Delaware corporation (“Financial Holdings”), and Esther M. Stearns (the “Participant”).

SENIOR EXECUTIVE RESTRICTED STOCK UNIT AWARD granted under the
Restricted Stock Unit Award • February 26th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This award (the “Agreement”) is granted by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to [•] (the “Participant”) pursuant to the Company's 2010 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). For purposes of this Agreement, the “Grant Date” shall mean [•], 20[•].

SENIOR MANAGEMENT STOCK OPTION AWARD granted under the
Senior Management Stock Option Award • February 26th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This stock option (the “Agreement”) is granted by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to [•] (the “Optionee”) pursuant to the Company's 2010 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). For purposes of this Agreement, the “Grant Date” shall mean [•], 20[•].

SENIOR EXECUTIVE STOCK OPTION AWARD granted under the
Senior Executive Stock Option Award • February 26th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This stock option (the “Agreement”) is granted by LPL Financial Holdings Inc., a Delaware corporation (the “Company”), to [•] (the “Optionee”) pursuant to the Company's 2010 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”). For purposes of this Agreement, the “Grant Date” shall mean [•], 20[•].

EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2013 • LPL Financial Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • North Carolina

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 26th day of December, 2012, by and between Dan H. Arnold (“Employee”), LPL Financial LLC (the “Company”), LPL Financial Holdings Inc. (“Financial Holdings”) and UVEST Financial Services Group, Inc. (“UVEST”).

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