NATIONAL FINANCIAL PARTNERS CORP. /s/ Stephanie Scherr Olson Stephanie Scherr OlsonSenior Vice Presidentand Associate General Counsel Acknowledged and Accepted: /s/ Jessica Bibliowicz Jessica Bibliowicz /s/ Mark Biderman Mark Biderman /s/ Robert Carter Robert Carter /s/ Douglas Hammond Douglas Hammond /s/ Elliot Holtz Elliot Holtz /s/ Jeffrey Montgomery Jeffrey Montgomery /s/ Robert Zuccaro Robert Zuccaro /s/ Stephanie Abramson Stephanie Abramson /s/ Arthur Ainsberg Arthur Ainsberg /s/ John Elliott John Elliott /s/ Shari Loessberg Shari Loessberg /s/ Kenneth Mlekush Kenneth Mlekush
Exhibit 10.3
May 3, 2007
Jessica Bibliowicz
Mark Biderman
Robert Carter
Douglas Hammond
Elliot Holtz
Jeffrey Montgomery
Robert Zuccaro
Stephanie Abramson
Arthur Ainsberg
John Elliott
Shari Loessberg
Kenneth Mlekush
Re: Termination of Senior Management and Director Lock-Up Agreements
Ladies and Gentlemen:
Reference is made to the Senior Management and Director Lock-Up Agreements (each, a Lock-up Agreement), by and between each of you (the Executives and Directors) and National Financial Partners Corp. (NFP, and together with the Executives and Directors, the Parties).
In consideration of your continued and valued service to NFP, in recognition of the fact that all of the NFP shares subject to the Lock-Up Agreements are already subject to either a multi-year vesting schedule or to the liquidity restrictions contained in NFPs Second Amended and Restated Stockholders Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | Effective immediately, the terms of the Lock-Up Agreements are null and void and of no further effect. |
| 2. | This letter may be executed in counterparts, which together shall constitute one and the same letter. The parties may execute more than one copy of the letter, each of which shall constitute an original, each of which alone and all of which together shall constitute one and the same instrument. This letter may be transmitted by facsimile and it is the intent of the parties for the facsimile (or a photocopy thereof) of any autograph printed by a receiving facsimile machine to be an original signature and for the facsimile (or a photocopy thereof) and any complete photocopy of this letter to be deemed an original counterpart. |
Sincerely,
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| NATIONAL FINANCIAL PARTNERS CORP. |
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| Stephanie Scherr Olson Senior Vice President and Associate General Counsel |
Acknowledged and Accepted: |
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/s/ Jessica Bibliowicz |
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Jessica Bibliowicz | ||||
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/s/ Mark Biderman |
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Mark Biderman | ||||
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/s/ Robert Carter |
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Robert Carter | ||||
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/s/ Douglas Hammond |
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Douglas Hammond | ||||
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/s/ Elliot Holtz |
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Elliot Holtz | ||||
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/s/ Jeffrey Montgomery |
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Jeffrey Montgomery | ||||
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/s/ Robert Zuccaro |
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Robert Zuccaro | ||||
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/s/ Stephanie Abramson |
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Stephanie Abramson | ||||
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/s/ Arthur Ainsberg |
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Arthur Ainsberg | ||||
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/s/ John Elliott |
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John Elliott | ||||
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/s/ Shari Loessberg |
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Shari Loessberg | ||||
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/s/ Kenneth Mlekush |
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Kenneth Mlekush |