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LPL Financial Holdings Inc. – ‘10-K’ for 12/31/13 – ‘EX-10.20’

On:  Tuesday, 2/25/14, at 8:14pm ET   ·   As of:  2/26/14   ·   For:  12/31/13   ·   Accession #:  1397911-14-38   ·   File #:  1-34963

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/26/14  LPL Financial Holdings Inc.       10-K       12/31/13  132:17M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 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 
14: EX-101.INS  XBRL Instance -- lpla-20131231                       XML   3.90M 
16: EX-101.CAL  XBRL Calculations -- lpla-20131231_cal               XML    353K 
17: EX-101.DEF  XBRL Definitions -- lpla-20131231_def                XML   1.07M 
18: EX-101.LAB  XBRL Labels -- lpla-20131231_lab                     XML   2.55M 
19: EX-101.PRE  XBRL Presentations -- lpla-20131231_pre              XML   1.47M 
15: EX-101.SCH  XBRL Schema -- lpla-20131231                         XSD    275K 
62: ZIP         XBRL Zipped Folder -- 0001397911-14-000038-xbrl      Zip    389K

‘EX-10.20’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 <!   C:   C: 
  Exhibit 10.20 2013  


Exhibit 10.20
ADVISOR RESTRICTED STOCK UNIT AWARD
granted under the
LPL Financial Holdings Inc.
2010 OMNIBUS EQUITY INCENTIVE PLAN

This agreement (the “Agreement”) evidences the grant of an award 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[•].
1.
Restricted Stock Unit Award.
The Participant is hereby awarded, pursuant to the Plan and subject to its terms, a Restricted Stock Unit award (the “Award”) giving the Participant the conditional right to receive, without payment but subject to the conditions and limitations set forth in this Agreement and in the Plan, [•] shares of Stock of the Company (the “Shares”).
2.Vesting.
(a)
Time-Based Vesting. The Award shall become vested as to 100% of the Shares on the third anniversary of the Grant Date (such third anniversary, the “Vesting Date”); provided that the Participant remains in continuous Service through the Vesting Date.
(b)
Termination of Service. Automatically and immediately upon the cessation of the Participant’s Service, the Award (i) if not then vested, shall terminate, except that upon a termination of Service due to the Participant’s death, the award shall become vested as to 100% of the Shares, and (ii) whether vested or unvested, shall terminate if the Participant’s Service is terminated for Cause.
3.Delivery of Shares.
Subject to Sections 2(b), 5 and 6 of this Agreement, the Company shall effect delivery of vested Shares to the Participant (or, in the event of the Participant’s death, to the person to whom the Award has passed by will or the laws of descent and distribution) within thirty (30) days of the earliest to occur of:
(a)
the Vesting Date; or
(b)
the Participant’s termination of Service due to death.
No Shares will be issued pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction of the Administrator.
4.Dividends; Other Rights.
The Award shall not be interpreted to bestow upon the Participant any equity interest or ownership in the Company or any Affiliate prior to the date on which the Company delivers Shares to the Participant. The Participant is not entitled to vote any Shares by reason of the granting of this Award or to receive or be credited with any dividends declared and payable on any Share prior to the payment date with respect to such Share. The Participant shall have the rights of a shareholder only as to those Shares, if any, that are actually delivered under this Award.
5.Certain Tax Matters.
The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. In no event shall the Company have any liability relating to the failure or alleged failure of any payment or benefit under this Agreement to comply with, or be exempt from, the requirements of Section 409A.




Notwithstanding anything to the contrary in this Award, if at the time of the Participant’s termination of Service, the Participant is a “specified employee,” as defined below, any and all amounts payable under this Award on account of such separation from service that constitute deferred compensation and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period or, if earlier, upon the Participant’s death; except (A) to the extent of amounts that do not constitute a deferral of compensation within the meaning of Treasury Regulation Section 1.409A-1(b) or (B) other amounts or benefits that are not subject to the requirements of Section 409A.
For purposes of this Award, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury Regulations after giving effect to the presumptions contained therein), and the term “specified employee” means an individual determined by the Company to be a specified employee under Treasury Regulation Section 1.409A-1(i).
6.Covered Transaction.
In the event of a Covered Transaction at such time as the Award remains outstanding and unvested, the Administrator may require that any amounts delivered, exchanged, or otherwise paid in respect of the Award be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.    
7.Nontransferability.
Neither this Award nor any rights with respect thereto 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.
8.Effect on Service.
Neither the grant of the Award, nor the issuance of Shares, if any, hereunder shall give the Participant any right to be retained in the employ or service of, or continue to be licensed by, 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 Participant’s Service at any time.
9.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.
10.Repurchase by Company.
If the Participant’s Service is terminated by reason of Cause, the Company may repurchase from the Participant the Shares received by the Participant under this Award and then held by the Participant without consideration. If the Participant no longer holds the Shares, the Board may require that the Participant remit or deliver to the Company (a) the amount of any gain realized upon the sale of any Shares under this Award, (b) any consideration received upon the exchange of any Shares under this Award (or to 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 (c) 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.
11.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 Award has been furnished to the Participant. By accepting all or any part of the Award, the Participant 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.     




12.Definitions.
The initially capitalized terms Participant 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:
“Service”: The Participant’s relationship with the Company or any of its Affiliates as a service provider will be deemed to continue, unless the Administrator expressly provides otherwise, so long as the Participant is providing services in a capacity described in Section 5 of the Plan to the Company or any of its Affiliates. For purposes of this Agreement and Plan, Service shall have the same meaning in respect to such service providers as “Employment” has to Employees, as set forth in the Exhibit A to the Plan, and, in interpreting the provisions of the Plan as they may apply to this Award, any reference to “Employment” (including, but not limited to, any such reference in the definition of “Cause”) shall be construed as a reference to “Service”.
13.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 Participant and any transferee.
14.Representations and Warranties of Participant.
By acknowledging and executing this Agreement, the Participant represents that:
(a)
the Participant is licensed with LPL Financial LLC (“LPL Financial”), the broker-dealer subsidiary of the Company;
(b)
the sales and marketing of LPL Financial products and services represents the Participant’s primary business activity; and
(c)
the compensation paid by LPL Financial represents the primary source of the Participant’s earned income.
[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_______________________
[Participant’s Name]







Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:2/26/144
Filed on:2/25/144
For Period end:12/31/135
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/21/24  LPL Financial Holdings Inc.       10-K       12/31/23  131:13M
 2/23/23  LPL Financial Holdings Inc.       10-K       12/31/22  123:14M
 2/22/22  LPL Financial Holdings Inc.       10-K       12/31/21  128:14M
 2/23/21  LPL Financial Holdings Inc.       10-K       12/31/20  125:13M
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Filing Submission 0001397911-14-000038   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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