Waiver of Accelerated Vesting Agreement between Thomas Joyce and Knight Capital Group, Inc.
This agreement is between Thomas Joyce and Knight Capital Group, Inc. Thomas Joyce agrees to waive any rights to accelerated vesting of his equity awards and any change in control provisions in his employment agreement that might be triggered by the company's recent investment transactions. The waiver applies only to the specific transactions outlined in the referenced Security Purchase Agreement and does not affect other terms of his employment or equity awards, which will continue to vest as originally scheduled.
EXHIBIT 10.1
August 16, 2012
Knight Capital Group, Inc.
545 Washington Boulevard
Jersey City, NJ 07310
Dear Mesdames/Sirs:
Reference is made to the transactions contemplated by that certain Security Purchase Agreement by and among Knight Capital Group, Inc. (the Company) and each of the investor signatories thereto, dated as of August 6, 2012 (the Purchase Agreement). This letter sets forth my agreement to waive any change in control provisions in my employment agreement with the Company dated as of March 31, 2009 and the accelerated vesting provisions, if any, that may be triggered by any Change in Control (as that term is defined in the Equity Plans (as defined below) or my employment agreement) that may be deemed to arise in connection with the initial investments contemplated by the Purchase Agreement and/or any conversion of non-voting securities of the Company acquired in such investment into voting securities of the Company. This waiver is for all purposes of any awards in respect of Company common stock granted to me under the Companys 2006 Equity Incentive Plan, Amended and Restated 2003 Equity Incentive Plan and 1998 Long-Term Incentive Plan (collectively, the Equity Plans) that are unvested and outstanding as of the date hereof, as well as for purposes of the above referenced employment agreement (the Waiver).
This letter does not affect any other terms of such plans, any awards under such plans (which shall continue to vest in accordance with their current vesting schedule) or in any way waive any rights that I may have under any other compensatory or employment terms between me and the Company, and the Waiver is limited to any Change in Control that may be deemed to occur in connection with the initial investments contemplated by the Purchase Agreement and/or any conversion of non-voting securities into voting securities of the Company.
Very truly yours,
By: | /s/ Thomas Joyce | |
Name: | Thomas Joyce | |
Title: | CEO |