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LPLA > SEC Filings for LPLA > Form 8-K on 16-Sep-2013All Recent SEC Filings

Show all filings for LPL FINANCIAL HOLDINGS INC.

Form 8-K for LPL FINANCIAL HOLDINGS INC.


16-Sep-2013

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 13, 2013, LPL Financial Holdings Inc. ("Financial Holdings" and collectively with its direct and indirect subsidiaries, the "Company") entered into a separation agreement (the "Separation Agreement") among Financial Holdings, LPL Holdings, Inc. ("Holdings"), LPL Financial LLC ("LPL Financial"), NestWise LLC ("NestWise") and Esther Stearns ("Ms. Stearns").
The Separation Agreement sets forth the terms and conditions of Ms. Stearns' separation from the Company, effective as of September 13, 2013, in connection with the decision to close NestWise, a wholly owned subsidiary of Holdings and an indirect subsidiary of Financial Holdings. Ms. Stearns served as the Chief Executive Officer of NestWise pursuant to an employment agreement, dated December 20, 2012, among Financial Holdings, Holdings, LPL Financial, NestWise and Ms. Stearns (the "Employment Agreement"). The Separation Agreement:
terminates the Employment Agreement, except with regard to certain surviving covenants, and provides a mutual release of claims;

terminates all unvested equity-based awards previously granted to Ms. Stearns, including the performance-based awards made in January 2013;

provides, upon a Disposition (as defined in the Separation Agreement) occurring prior to March 13, 2015, for payment to Ms. Stearns of three percent of the Sale Proceeds (as defined in the Separation Agreement), payable in the form of consideration received in such Disposition; and

does not provide severance benefits to Ms. Stearns.

The foregoing summary of the Separation Agreement is qualified in its entirety by the copy of such agreement filed as Exhibit 99.1 to this current report on Form 8-K and incorporated herein by this reference. Item 9.01 Financial Statements and Exhibits
(d) Exhibits

99.1 Separation agreement, dated September 13, 2013, by and among LPL Financial Holdings Inc., LPL Holdings, Inc., LPL Financial LLC, NestWise LLC and Esther Stearns.


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