Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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1: 10-K Annual Report HTML 1.48M
2: EX-10.18 Material Contract HTML 52K
3: EX-10.19 Material Contract HTML 54K
4: EX-10.20 Material Contract HTML 51K
5: EX-10.21 Material Contract HTML 51K
6: EX-10.22 Material Contract HTML 114K
7: EX-10.23 Material Contract HTML 60K
8: EX-21.1 Subsidiaries List HTML 40K
9: EX-23.1 Consent of Experts or Counsel HTML 35K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 43K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 43K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 38K
13: EX-32.2 Certification -- §906 - SOA'02 HTML 38K
90: R1 Document and Entity Information Document HTML 63K
69: R2 Consolidated Statements of Income HTML 122K
85: R3 Consolidated Statements of Comprehensive Income HTML 53K
94: R4 Consolidated Statements of Comprehensive Income HTML 39K
(Parentheticals)
120: R5 Consolidated Statements of Financial Condition HTML 141K
72: R6 Consolidated Statements of Financial Condition HTML 46K
(Parentheticals)
84: R7 Consolidated Statements of Stockholders' Equity HTML 81K
63: R8 Consolidated Statements of Cash Flows HTML 193K
51: R9 Organization and Description of the Company HTML 50K
122: R10 Summary of Significant Accounting Policies HTML 129K
96: R11 Acquisitions HTML 109K
95: R12 Restructuring HTML 75K
102: R13 Fair Value Measurements HTML 183K
103: R14 Held-to-Maturity Securities HTML 59K
100: R15 Receivables from Product Sponsors, Broker-Dealers HTML 59K
and Clearing Organizations and Payables to
Broker-Dealers and Clearing Organizations
104: R16 Fixed Assets HTML 55K
86: R17 Goodwill and Other Intangible Assets HTML 107K
91: R18 Accounts Payable and Accrued Liabilities HTML 49K
98: R19 Income Taxes HTML 125K
131: R20 Debt HTML 104K
113: R21 Derivative Financial Instruments Derivative HTML 65K
Financial Instruments
78: R22 Commitments and Contingencies HTML 65K
97: R23 Stockholders' Equity HTML 259K
81: R24 Earnings per Share HTML 81K
41: R25 Employee and Advisor Benefit Plans HTML 45K
114: R26 Related Party Transactions HTML 41K
127: R27 Net Capital and Regulatory Requirements HTML 45K
56: R28 Financial Instruments with Off-Balance-Sheet HTML 41K
Credit Risk and Concentrations of Credit Risk
55: R29 Selected Quarterly Financial Data (Unaudited) HTML 79K
60: R30 Subsequent Events HTML 41K
61: R31 Summary of Significant Accounting Policies HTML 225K
(Policies)
64: R32 Summary of Significant Accounting Policies HTML 55K
(Tables)
29: R33 Acquisitions (Tables) HTML 89K
111: R34 Restructuring (Tables) HTML 66K
76: R35 Fair Value Measurements (Tables) HTML 170K
79: R36 Held-to-Maturity Securities (Tables) HTML 59K
46: R37 Receivables from Product Sponsors, Broker-Dealers HTML 59K
and Clearing Organizations and Payables to
Broker-Dealers and Clearing Organizations (Tables)
130: R38 Fixed Assets (Tables) HTML 52K
20: R39 Goodwill and Other Intangible Assets (Tables) HTML 105K
66: R40 Accounts Payable and Accrued Liabilities (Tables) HTML 48K
118: R41 Income Taxes (Tables) HTML 124K
43: R42 Debt (Tables) HTML 95K
54: R43 Derivative Financial Instruments Derivative HTML 56K
Financial Instruments (Tables)
59: R44 Commitments and Contingencies (Tables) HTML 44K
70: R45 Stockholders' Equity (Tables) HTML 252K
28: R46 Earnings per Share (Tables) HTML 82K
50: R47 Selected Quarterly Financial Data (Unaudited) HTML 78K
(Tables)
22: R48 Organization and Description of the Company HTML 45K
(Details)
116: R49 Summary of Significant Accounting Policies Other HTML 38K
Operating Expense (Details)
42: R50 Summary of Significant Accounting Policies HTML 43K
Share-Based Compensation (Details)
112: R51 Summary of Significant Accounting Policies Income HTML 36K
Taxes (Details)
47: R52 Summary of Significant Accounting Policies Cash HTML 35K
and Cash Equivalents (Details)
67: R53 Summary of Significant Accounting Policies Cash HTML 37K
and Securities Segregated Under Federal and Other
Regulations (Details)
21: R54 Summary of Significant Accounting Policies HTML 45K
Receivables From and Payables to Clients (Details)
25: R55 Summary of Significant Accounting Policies HTML 49K
Receivables From Others (Details)
58: R56 Summary of Significant Accounting Policies HTML 45K
Securities Borrowed and Loaned (Details)
33: R57 Summary of Significant Accounting Policies Fixed HTML 38K
Assets (Details)
123: R58 Summary of Significant Accounting Policies HTML 36K
Reportable Segment (Details)
74: R59 Summary of Significant Accounting Policies HTML 47K
Goodwill and Other Intangible Assets (Details)
101: R60 Summary of Significant Accounting Policies Equity HTML 36K
Method Investment (Details)
49: R61 Summary of Significant Accounting Policies Drafts HTML 37K
Payable (Details)
52: R62 Summary of Significant Accounting Policies Fair HTML 41K
Value of Financial Instruments (Details)
109: R63 Purchase Price Allocations (Details) HTML 67K
105: R64 Cash Flow Information (Details) HTML 52K
77: R65 Intangible Asset Allocation (Details) HTML 41K
107: R66 Acquisitions (Details Textuals) HTML 64K
48: R67 Restructuring (Details) HTML 42K
82: R68 Restructuring Restructuring Table SVC (Details) HTML 60K
126: R69 Fair Value Measurements Financial Assets and HTML 112K
Liabilities Measured on a Recurring and
Nonrecurring Basis (Details)
24: R70 Fair Value Measurements Significant Level 3 HTML 44K
Liabilities (Details)
40: R71 Fair Value Measurements Changes in Level 3 HTML 45K
Recurring Fair Value Measurements (Details
Textuals)
68: R72 Fair Value Measurements Changes in Level 3 HTML 48K
Recurring Fair Value Measurements (Details)
31: R73 Held-to-Maturity Securities (Details) HTML 48K
129: R74 Held-to-Maturity Securities (Details 1) HTML 60K
44: R75 Receivables from Product Sponsors, Broker-Dealers HTML 59K
and Clearing Organizations and Payables to
Broker-Dealers and Clearing Organizations
(Details)
35: R76 Fixed Assets (Details) HTML 55K
39: R77 Fixed Assets (Details Textuals) HTML 37K
26: R78 Goodwill and Other Intangible Assets Goodwill HTML 44K
(Details)
30: R79 Intangible Assets (Details) HTML 61K
92: R80 Goodwill and Other Intangible Assets (Details HTML 44K
Textuals)
37: R81 Intangible Assets (Details 1) HTML 51K
124: R82 Accounts Payable and Accrued Liabilities (Details) HTML 55K
65: R83 Income Taxes (Details) HTML 63K
99: R84 Income Taxes (Details 1) HTML 66K
106: R85 Income Taxes (Details 2) HTML 79K
36: R86 Income Taxes (Details 3) HTML 43K
38: R87 Income Taxes (Details Textuals) HTML 56K
121: R88 Debt (Details) HTML 53K
32: R89 Debt (Details 1) HTML 38K
93: R90 Debt (Details 2) HTML 52K
89: R91 Debt (Details Textuals) HTML 101K
110: R92 Derivative Financial Instruments Derivative HTML 40K
Financial Instruments (Details)
88: R93 Derivative Financial Instruments Derivative HTML 42K
Financial Instruments (Details Textuals)
73: R94 Commitments and Contingencies (Details) HTML 55K
115: R95 Commitments and Contingencies (Details Textuals) HTML 73K
71: R96 Stockholders' Equity Stock Option and Warrant HTML 52K
Assumptions (Details)
45: R97 Stock Option and Warrant Activity (Details) HTML 73K
80: R98 Stockholders' Equity (Details 2) HTML 63K
75: R99 Ristricted Stock Activity (Details) HTML 64K
57: R100 Stockholders' Equity (Details Textuals) HTML 72K
132: R101 Stockholders' Equity Dividends (Details) HTML 40K
108: R102 Stockholders' Equity Share Repurchase Program HTML 57K
(Details)
87: R103 Earnings per Share (Details) HTML 78K
27: R104 Earnings per Share (Details Textuals) HTML 38K
117: R105 Employee and Advisor Benefit Plans (Details HTML 58K
Textuals)
125: R106 Related Party Transactions (Details) HTML 50K
119: R107 Net Capital and Regulatory Requirements (Details) HTML 40K
83: R108 Selected Quarterly Financial Data (Details) HTML 57K
34: R109 Subsequent Events Subsequent Events (Details) HTML 60K
128: XML IDEA XML File -- Filing Summary XML 199K
23: EXCEL IDEA Workbook of Financial Reports XLSX 349K
53: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.54M
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This agreement (the “Agreement”) evidences the grant of an award 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[•].
1.Grant of Options. The Company hereby grants on the Grant Date to the Optionee an option to purchase, in whole or in part, on the terms provided herein and in the Plan, [•] shares of Stock (the “Shares”), at an exercise price of [$•] per Share (the “Options”).
The Options evidenced by this Agreement are intended to be, and are hereby designated nonstatutory options, that is, options that do not
qualify as incentive stock options under Section 422.
2.Vesting.
(a)Time-Based Vesting. During the Optionee’s Employment, the Options shall vest and become exercisable with respect to:
(i)[•] Shares on and after [•];
(ii)an additional [•] Shares on and after [•]; and
(iii)an additional [•] Shares on and after [•].
(b)Termination of Employment. Automatically and immediately upon the cessation of the Optionee’s Employment, all outstanding and unvested Options shall cease to be exercisable and will terminate,
except that upon a termination of Employment due to the Optionee’s death or upon the Optionee’s Retirement any and all unvested Options will vest and become fully exercisable.
(c)Competitive Activity During Employment. Automatically and immediately in the event the Board determines that the Optionee was not in compliance with any non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or its Affiliates, or, if not subject to such agreement, engaged in Competitive Activity, all outstanding Options, both vested and unvested, shall cease to be exercisable and will terminate.
Notwithstanding the foregoing (but subject to any contrary provision of this Agreement or any other written agreement between the
Company and the Optionee or any employee benefit plan or program sponsored by the Company and in which the Optionee participates, in each case with respect to vesting and termination of Options granted under the Plan and Shares deliverable upon exercise of such Options), no Options shall vest or shall become eligible to vest on any date specified above unless the Optionee is then, and since the Grant Date has continuously been, employed by or providing services to the Company or its Affiliates in a manner that satisfies eligibility and participation criteria described in the Plan.
3.Exercise of Options. Each election to exercise the Options shall be subject to the terms and conditions of the Plan and shall
be in writing, signed by the Optionee or by his or her executor or administrator or by the person or persons to whom the Options are transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan. The latest date on which the Options may be exercised (the “Final Exercise Date”) is the date which is the tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement. Notwithstanding the foregoing, the following rules will apply if an Optionee’s Employment ceases in all
circumstances:
automatically and immediately upon the cessation of Employment, the Options, to the extent not earlier terminated (whether pursuant to Section 2(c) or otherwise), will cease to be exercisable and will terminate, except that:
a.any portion of the Options held by the Optionee or the Optionee’s permitted transferees, if any, on the date of the Optionee’s termination of Employment by reason other than death, Disability, Retirement or for Cause, to the extent then vested and exercisable, will remain exercisable for the shorter of (i) a period of 90 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate;
b.any portion of the Options held by the Optionee or the Optionee’s permitted transferees, if any, on the date of the Optionee’s termination of Employment by reason of death or Disability, to the extent then vested
and exercisable (for the avoidance of doubt, after giving effect, in the case of a termination by reason of death, to any accelerated vesting pursuant to Section 2(b)), will remain exercisable for the shorter of (i) the one year period ending with the first anniversary of the Optionee’s death or Disability, as the case may be, or (ii) the period ending on the Final Exercise Date, and will thereupon terminate;
c.any portion of the Options held by the Optionee or the Optionee’s permitted transferees, if any, on the date of the Optionee’s Retirement, to the extent then vested and exercisable (for the avoidance of doubt, after giving effect to any accelerated vesting upon Retirement pursuant to Section 2(b)) will remain exercisable for the lesser of (i) the two-year period ending with the second anniversary of the Optionee’s Retirement or (ii) the period ending on the Final Exercise Date, and will thereupon
terminate; provided that the Options will terminate immediately in the event the Board determines that the Optionee is not in compliance with any non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or its Affiliates, or, if not subject to such agreement, has engaged in Competitive Activity; and
d.any portion of the Options held by the Optionee or the Optionee’s permitted transferees, if any, immediately prior to the cessation of the Optionee’s Employment will immediately terminate upon such cessation if such cessation of Employment has resulted in connection with an act or failure to act constituting Cause.
4.Covered
Transaction. In the event of a Covered Transaction, the Administrator may require that any amounts delivered, exchanged, or otherwise paid in respect of outstanding and then unvested Options be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.
5.Withholding. No Shares will be transferred pursuant to the exercise of the Options unless and until the person exercising the Options shall have remitted to the Company in cash or by check an amount sufficient to satisfy any federal, state, or local withholding tax requirements or tax payments, or shall have made other arrangements satisfactory to the Administrator with respect to such taxes. The Administrator may, in its sole discretion,
hold back Shares from an award or permit an Optionee to tender previously owned shares of Stock in satisfaction of tax withholding or tax payment requirements (but not in excess of the applicable minimum statutory withholding rate).
6.Nontransferability. Neither the Options nor any rights with respect to this Agreement may be sold, assigned, transferred (other than by will or the applicable laws of descent and distribution), pledged or otherwise encumbered, except as the Administrator may otherwise determine.
7.Effect on Employment Rights. Neither the grant of the Options, nor the issuance of Shares upon exercise of the Options, shall confer upon the Optionee any right to be retained in the employ or service of the
Company or any of its Affiliates and shall not affect in any way the right of the Company or any of its Affiliates to terminate the Optionee’s Employment at any time.
8.Governing Law. This Agreement shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
9.Repurchase by Company. If the Optionee’s Employment is terminated by reason of Cause, in the
event
the Board determines that the Optionee is not in compliance with any non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or its Affiliates, or in the event the Board determines that the Optionee has engaged in Competitive Activity during Employment or the one year period following termination of the Optionee’s Employment, the Company may repurchase from the Optionee the Shares received by the Optionee upon exercise of the Options and then held by the Optionee for a purchase price equal to the lower of fair market value or the aggregate exercise price of the Options. If the Optionee no longer holds the Shares, the Board may require that the Optionee remit or deliver to the
Company (1) the amount of any gain realized upon the sale of any Shares received pursuant to the Options, (2) any consideration received upon the exchange of any Shares received pursuant to the Options (or the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange) and (3) to the extent that the Shares were transferred by gift or without consideration, the value of the Shares determined at the time of gift or transfer.
10.Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the date of the grant of the Options has been furnished to the Optionee. By exercising all or any part of the Options, the Optionee agrees to be bound by
the terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of this Agreement shall control.
11.Definitions. The initially capitalized terms Optionee and Grant Date shall have the meanings set forth on the first page of this Agreement; initially capitalized terms not otherwise defined herein shall have the meaning provided in the Plan, and, as used herein, the following terms shall have the meanings set forth below:
“Disability” shall have the meaning ascribed to such term in any employment or service agreement or other similar agreement between the Optionee and the Company or any of its subsidiaries,
or, if no such agreement exists or the provisions of such agreements conflict, the total and permanent disability of the Optionee during the Optionee’s Employment through any illness, injury, accident or condition of either a physical or psychological nature as a result of which, in the judgment of the Board, the Optionee is unable to perform substantially all of the Optionee’s duties and responsibilities, notwithstanding the provision of any reasonable accommodation.
“Retirement” shall mean termination of Employment other than for Cause following (a) attainment of age 65 and completion of five (5) years of continuous service with the Company, or (b) attainment of age 55 and completion of ten (10) years of continuous service with the
Company.
12.General. For purposes of this Agreement and any determinations to be made by the Administrator, the determinations of the Administrator shall be binding upon the Optionee and any transferee.
[Signature page follows.]
IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed under its corporate seal by its duly authorized officer. This Agreement shall take effect as a sealed instrument.
LPL FINANCIAL HOLDINGS INC.
By:___________________________
Name:
Title:
Dated:
Acknowledged and Agreed:
By_______________________
[Optionee's
Name]
Dates Referenced Herein and Documents Incorporated by Reference