Employment Agreement, dated as of February 12, 2014, between Dynasty Financial Partners, LLC and Edward Swenson

Exhibit 10.16

Employment Agreement

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of and entered into as of this 12^th day of February, 2014 by and between Edward Swenson (“Swenson”) and Dynasty Financial Partners, LLC (the “Company”).

BACKGROUND:

Ed Swenson is the Chief Operating Officer Swenson of the Company. The Company wishes to continue to engage Swenson in that capacity and Swenson is willing to be so engaged by the Company, in each case, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Company and Swenson agree as follows:

Notwithstanding the above, upon the company’s adoption of employment and termination policies covering the position of Chief Operating Officer the renewal provision of this agreement shall terminate.

a.   If Swenson’s employment is terminated (i) by the Company without Cause, (ii) by the Company due to its non-renewal in accordance with Section 2 hereof of the initial Term of this Agreement and two Successive Terms of one year each (for a total of five years), (iii) by Swenson for Good Reason, or (iv) due to his death or Disability (as defined below) then Swenson (and for purposes of this Section 9 in the case of his death or Disability his estate or guardian) shall have the right (the “Put Right”), in his sole discretion, to put to the Company and, if such right is exercised, the Company shall have the obligation to purchase from Swenson, up to [twenty five percent (25%)] of each class of ownership interests in the Company (including, without limitation, Class A Common Interests, Class B Common Interests and/or Class P Interests) owned by Swenson at the time of the Put Right Termination. The Company’s obligation shall be capped at no more than twenty-five percent (25%) of the Company’s available equity at time of the termination less any amounts paid or scheduled to be paid pursuant to the Severance Payment obligation (the “Put Payment Cap”). Swenson shall have thirty (30) calendar days following the date of the Put Right Termination to provide the Company with written notice (the “Put Notice”) of his election to exercise the Put Right, and the Put Notice shall specify the number and class(es) of the ownership interests in the Company which Swenson has elected to put to the Company pursuant to the Put Right (such ownership interests, collectively, the “Put Right Securities”). Upon receipt of the Put Notice, the Company shall have the obligation to purchase the Put Right Securities from Swenson for a purchase price equal to the aggregate fair market value of the Put Right Securities, which shall be determined by the Board in good faith (and which determination shall be binding and conclusive on the Company and Swenson).

b.   In the event Swenson elects to exercise the Put Right, Company will have a corresponding right to match the Put Right and buy from Swenson up to an equivalent number of interests owned by Swenson (the “Call Right”). The Company shall have fifteen (15) calendar days following the date of the Put Notice to provide Swenson with written notice (the “Call Notice”) of its election to exercise the Call Right, and the Call Notice shall specify the number and class(es) of the ownership interests the Company has elected to call from Swenson (the “Call Right Securities”). The payment of any amounts in consideration of the Put Right or Call Right Securities shall be paid to Swenson in eight quarterly equal installments, commencing on the first Payment Date 60 days from the termination date and terminating on the eighth Payment Date, in each case, occurring after the Put Right Termination.

c.   If at the time of Swenson’s termination, any other Company employee(s) with similar put right(s) seek to exercise such right(s) with respect to their ownership interests in the Company (a “Third Party Put Right”), then the Third Party Put Right(s) and Swenson’s Put Right shall be aggregated and the Company’s obligation shall be capped at no more than forty percent (40%) of the Company’s available equity at time of the termination less any amounts paid or scheduled to be paid pursuant to the Severance Payment obligations for each of the individuals and such payments will be shared pro rata based on Swenson’s and each of the third party’s ownership interests in the Company at the time of termination.

d.   For purposes of this Agreement, the term “Disability” means a disability which renders Swenson incapable of performing all of his duties hereunder for a period of at least (i) ninety (90) consecutive days, or (ii) one hundred eighty (180) non- consecutive days during any consecutive twelve-month period.

If to Swenson:

With a copy to:

1350 Avenue of the Americas, 32nd Floor

New York, NY 10019

unless the address is changed by the party by like notice given to the other parties. Notices, consents, waivers or other communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written confirmation from the receiving party) that the notice has been received by the other party.

without regard to the principles of conflicts of laws that would result in the application of the laws of another jurisdiction.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

EXECUTION COPY

IN WITNESS WHEREOF, the parties have executed and delivered this Employment Agreement in on the date first above written.

[Signature Page to Edward Swenson Employment Agreement]