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LPL Financial Holdings Inc. – ‘10-Q’ for 9/30/14 – ‘EX-10.2’

On:  Thursday, 10/30/14, at 5:26pm ET   ·   For:  9/30/14   ·   Accession #:  1397911-14-144   ·   File #:  1-34963

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

10/30/14  LPL Financial Holdings Inc.       10-Q        9/30/14   81:10M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    789K 
 2: EX-10.1     Material Contract                                   HTML    443K 
 3: EX-10.2     Material Contract                                   HTML     41K 
 4: EX-31.1     CEO Certification Pursuant to Section 302           HTML     31K 
 5: EX-31.2     CFO Certification Pursuant to Section 302           HTML     31K 
 6: EX-32.1     CEO Certification Pursuant to Section 906           HTML     26K 
 7: EX-32.2     CFO Certification Pursuant to Section 906           HTML     26K 
55: R1          Document and Entity Information Document            HTML     42K 
44: R2          Condensed Consolidated Statements of Income         HTML    107K 
                (Unaudited)                                                      
53: R3          Condensed Consolidated Statements of Comprehensive  HTML     42K 
                Income (Unaudited)                                               
57: R4          Condensed Consolidated Statements of Comprehensive  HTML     27K 
                Income (Unaudited) (Parentheticals)                              
75: R5          Condensed Consolidated Statements of Financial      HTML    130K 
                Condition (Unaudited)                                            
46: R6          Condensed Consolidated Statements of Financial      HTML     44K 
                Condition (Unaudited) (Parentheticals)                           
52: R7          Condensed Consolidated Statements of Stockholders'  HTML     66K 
                Equity (Unaudited)                                               
40: R8          Condensed Consolidated Statements of Cash Flows     HTML    176K 
                (Unaudited)                                                      
30: R9          Organization and Description of the Company         HTML     26K 
76: R10         Summary of Significant Accounting Policies          HTML     33K 
59: R11         Restructuring                                       HTML     56K 
58: R12         Fair Value Measurements                             HTML    147K 
64: R13         Held-to-Maturity Securities                         HTML     45K 
65: R14         Derivative Financial Instruments                    HTML     53K 
62: R15         Goodwill and Other Intangible Assets                HTML     29K 
66: R16         Debt                                                HTML     76K 
54: R17         Commitments and Contingencies                       HTML     41K 
56: R18         Stockholders' Equity                                HTML    112K 
61: R19         Share-Based Compensation                            HTML    124K 
81: R20         Earnings per Share                                  HTML     56K 
71: R21         Income Taxes                                        HTML     29K 
49: R22         Related Party Transactions                          HTML     32K 
60: R23         Net Capital and Regulatory Requirements             HTML     29K 
51: R24         Financial Instruments with Off-Balance-Sheet        HTML     28K 
                Credit Risk and Concentrations of Credit Risk                    
23: R25         Subsequent Event                                    HTML     28K 
72: R26         Summary of Significant Accounting Policies          HTML     40K 
                (Policies)                                                       
78: R27         Restructuring (Tables)                              HTML     54K 
35: R28         Fair Value Measurements (Tables)                    HTML    131K 
34: R29         Held-to-Maturity Securities (Tables)                HTML     46K 
38: R30         Derivative Financial Instruments (Tables)           HTML     47K 
39: R31         Debt (Tables)                                       HTML     72K 
41: R32         Stockholders' Equity (Tables)                       HTML    107K 
20: R33         Share-Based Compensation (Tables)                   HTML    200K 
69: R34         Earnings per Share (Tables)                         HTML     52K 
48: R35         Summary of Significant Accounting Policies Fair     HTML     30K 
                Value of Financial Instruments (Details)                         
50: R36         Restructuring (Details)                             HTML     24K 
26: R37         Restructuring Table (Details 1)                     HTML     46K 
80: R38         Fair Value Measurements Financial Assets and        HTML     88K 
                Liabilities Measured on a Recurring and                          
                Nonrecurring Basis (Details)                                     
14: R39         Fair Value Measurements Changes in Level 3          HTML     24K 
                Recurring Fair Value Measurements (Details                       
                Textuals)                                                        
42: R40         Held-to-Maturity Securities (Details)               HTML     34K 
74: R41         Held-to-Maturity Securities (Details 1)             HTML     49K 
25: R42         Derivative Financial Instruments (Details)          HTML     31K 
33: R43         Derivative Financial Instruments (Details 1)        HTML     24K 
37: R44         Derivative Financial Instruments (Details           HTML     26K 
                Textuals)                                                        
45: R45         Debt (Credit Agreement Outstanding)(Details)        HTML     40K 
19: R46         Debt (LOC Borrowing Activity)(Details)              HTML     27K 
29: R47         Debt (Credit Agreement Textuals)(Details)           HTML     51K 
16: R48         Debt Debt (Bank Loans Payable Textuals) (Details)   HTML     33K 
73: R49         Commitments and Contingencies (Leases) (Details)    HTML     38K 
24: R50         Commitments and Contingencies Commitments and       HTML     33K 
                Contingencies (Other Commitments) (Details)                      
70: R51         Commitments and Contingencies Commitments and       HTML     24K 
                Contingencies (Legal) (Details)                                  
27: R52         Stockholders' Equity (Dividends Paid) (Details)     HTML     29K 
43: R53         Stockholdes' Equity (Share Repurchases) (Details)   HTML     43K 
15: R54         Share-Based Compensation (Texuals) (Details)        HTML     55K 
18: R55         Share-Based Compensation Stock Option and Warrant   HTML     38K 
                Assumptions (Details)                                            
36: R56         Share-Based Compensation Stock Option and Warrant   HTML     59K 
                Activity (Details)                                               
22: R57         Share-Based Compensation Outstanding Stock Options  HTML     51K 
                and Warrant Information (Details)                                
77: R58         Restricted Stock Activity (Details)                 HTML     51K 
47: R59         Earnings per Share (Details)                        HTML     45K 
63: R60         Earnings per Share (Textuals) (Details)             HTML     26K 
28: R61         Income Taxes (Details)                              HTML     29K 
31: R62         Related Party Transactions (Details)                HTML     48K 
68: R63         Net Capital and Regulatory Requirements (Details)   HTML     28K 
67: R64         Subsequent Event Subsequent Events (Details)        HTML     40K 
79: XML         IDEA XML File -- Filing Summary                      XML    118K 
17: EXCEL       IDEA Workbook of Financial Reports                  XLSX    186K 
32: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   1.34M 
 8: EX-101.INS  XBRL Instance -- lpla-20140930                       XML   2.10M 
10: EX-101.CAL  XBRL Calculations -- lpla-20140930_cal               XML    205K 
11: EX-101.DEF  XBRL Definitions -- lpla-20140930_def                XML    717K 
12: EX-101.LAB  XBRL Labels -- lpla-20140930_lab                     XML   1.48M 
13: EX-101.PRE  XBRL Presentations -- lpla-20140930_pre              XML    856K 
 9: EX-101.SCH  XBRL Schema -- lpla-20140930                         XSD    142K 
21: ZIP         XBRL Zipped Folder -- 0001397911-14-000144-xbrl      Zip    214K

‘EX-10.2’   —   Material Contract

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

 <!   C:   C: 
  Exhibit 10.2 2014.09.30  


Exhibit 10.2


FIRST AMENDMENT TO
STOCKHOLDERS’ AGREEMENT

This FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made and entered into as of September 24, 2014, by and between LPL Financial Holdings Inc., a Delaware corporation (f/k/a LPL Investment Holdings Inc., “LPL”), and TPG Partners IV, L.P., a Delaware limited partnership (“TPG”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings assigned to such terms in that certain Stockholders’ Agreement, dated as of November 23, 2010, by and among the Company, TPG and the other parties thereto (the “Stockholders Agreement”).

Recitals

WHEREAS, the Company, TPG and the other parties thereto entered into the Stockholders Agreement in order to provide for certain governance rights and to set forth the respective rights and obligations of the stockholders following LPL’s initial public offering; and

WHEREAS, the parties hereto desire to amend the Stockholders Agreement on the terms set forth herein.

Agreement

NOW, THEREFORE, in consideration of the premises and of the respective covenants and agreements contained herein and in the Stockholders Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:

1.    Section 2.2(b) of the Stockholders Agreement shall be deleted in its entirety and be of no further force and effect.

2.    Section 2.2(c) of the Stockholders Agreement shall be deleted in its entirety and be of no further force and effect.

3.    Section 2.4 of the Stockholders Agreement shall be deleted in its entirety and replaced with the following:

Section 2.4.     Amendment of Bylaws and Certificate of Incorporation.
(a)     The Company agrees that, without the written consent of the Sponsors, it will not directly or indirectly (including through any merger or consolidation) (i) for so long as any Sponsor has the right to nominate a Director in accordance with Section 2.2, or in the case of the TPG Sponsor, owns more than 10% of the Shares Beneficially Owned by it as of November 23, 2010, amend Article X of its Amended and Restated Certificate of Incorporation; (ii) for so long as any Sponsor has the right to nominate a Director in accordance with Section 2.2, or in the case of the TPG Sponsor, owns more than 10% of the Shares Beneficially Owned by it as of November 23, 2010, amend the provisions of the bylaws of LPL (the “Bylaws”) relating to advance nomination of directors in any manner directly or indirectly adverse to the H&F Sponsors or the TPG Sponsor or that would require advance notice to their Director nominees; (iii) for so long as the Sponsors Beneficially Own a majority of the outstanding Shares, amend Section 2.3, Section 2.4, Section 2.5 or Section 2.7 of the Bylaws and (iv) adopt any provision of the Bylaws or the Amended




and Restated Certificate of Incorporation of LPL that is inconsistent with this Agreement or any of the foregoing provisions of the Bylaws or the Amended and Restated Certificate of Incorporation of LPL.

4.    Section 2.5(a) of the Stockholders Agreement shall be deleted in its entirety and replaced with the following:

(a)    Information Rights. For so long as any Sponsor has the right to nominate at least one director pursuant to Section 2.2, or in the case of the TPG Sponsor, owns more than 10% of the Shares Beneficially Owned by it as of November 23, 2010, such Sponsor will, subject to Section 5.4 hereof, have the right to obtain any reports, documents, information or other materials distributed of LPL and its Subsidiaries which a member of the LPL Board has received or has the right to receive from LPL.

5.    Section 6.12(b) of the Stockholders Agreement shall be deleted in its entirety and replaced with the following:

(b)    This Agreement shall terminate upon the later of the time that no Sponsor has the right to nominate at least one director pursuant to Section 2.2, or in the case of the TPG Sponsor, owns more than 10% of the Shares Beneficially Owned by it as of November 23, 2010, the termination with respect to all Stockholders of Article IV pursuant to Section 4.14(a) and the expiration of the Shelf Period; provided, however, that Section 4.10, Section 4.11 and Section 4.13 shall survive as specified in Section 4.14(b) and Section 6.7 shall survive termination of this Agreement.

6.     Except as otherwise provided herein, all terms, provisions, covenants, representations, warranties and conditions in the Stockholders Agreement shall remain unchanged and in full force and effect.

7.    The corporate laws of the State of Delaware will govern all questions concerning the relative rights of the parties hereunder to the extent such laws are applicable.

8.    From and after the date hereof, any reference to the Stockholders Agreement shall be deemed to be a reference to the Stockholders Agreement as amended hereby.

9.    This Amendment may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same instrument. Counterpart signature pages to this Amendment may be delivered by facsimile or electronic delivery (i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.









[Signature Pages Follow]






IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the day and year first above written.

LPL FINANCIAL HOLDINGS INC.
By:
/s/ David P. Bergers
 
David P. Bergers
 
General Counsel












































[Signature Page to First Amendment to Stockholders Agreement]






TPG PARTNERS IV, L.P.
By:
TPG GenPar IV, L.P.,
 
its general partner
 
 
By:
TPG GenPar IV Advisors, LLC,
 
its general partner
 
 
By:
/s/ Ronald Cami
 
Name: Ronald Cami
 
Title: Vice President







































[Signature Page to First Amendment to Stockholders Agreement]


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:10/30/148-K
For Period end:9/30/14
9/24/14
11/23/10
 List all Filings 

2 Subsequent Filings that Reference this Filing

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

 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 0001397911-14-000144   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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