Employment Agreement - Penson Worldwide Inc. and David R. Henkel
January 16, 2002
Via Hand Delivery
Dear Dave:
We are pleased to offer you employment on an at will basis with Penson Worldwide
Inc. ("PWI") under the following terms, which are subject to approval by our
Board of Directors at its January 22nd meeting and subject to completion of more
specific documentation as required:
1. Your title will be Senior Vice President and Chief Financial
Officer, and you will be generally responsible for the financial
accounting and regulatory reporting of all of the companies in our
group. You will also serve as Chief Financial Officer of our US
regulated entities, and be directly responsible for the financial
accounting and regulatory reporting of these companies.
2. Your base salary will be $200,000 annually, paid semi-monthly. You
will be entitled to bonus compensation in accordance with our
general discretionary bonus policy, which is based on our assessment
of your performance, and on the overall performance of PWI and its
subsidiaries. For the first year of your employment, the total bonus
will not be less than $100,000. For subsequent years, bonus payments
are not guaranteed. Bonus payments are currently made in July and
January.
3. You will be granted options to purchase 200,000 shares of common
stock in PWI at a price equal to two times the book value of PWI as
of December 31, 2001. These options will vest 6.25% per quarter, at
the end of each calendar quarter of your employment and must be
exercised within ten years of your employment date.
4. Based on your expected start date of February 1, 2002, you will be
covered by our standard group insurance plan as of March 1, 2002. We
currently pay for employee coverage, and employees pay for their
dependent coverage. Please refer to the plan documents for
additional coverage information.
5. Based on your expected start date of February 1, 2002, you will be
eligible to contribute to our 401(k) retirement plan as of April 1,
2002. It is our current policy to match 50% of employee
contributions, up to a maximum of 5,000 per year, for employees at
your
<PAGE>
compensation level. This is a discretionary policy, based upon our
assessment of the company's performance and financial condition.
6. You will be entitled to four weeks of paid vacation per year,
subject to normal scheduling limitations.
7. If you are terminated for a reason other than cause, you will be
entitled to severance compensation of three months base salary, plus
an additional month for each six months of completed employment, up
to a maximum of six months total severance compensation. If you are
terminated for cause, you will not be entitled to any severance pay.
8. If PWI undergoes a change of beneficial ownership in excess of 50%
of the outstanding shares in connection with a merger or similar
transaction, and in the year subsequent to such change, you are
terminated for a reason other than cause, 50% of any remaining
unvested options to purchase PWI stock will vest immediately prior
to such termination.
If these terms are acceptable, please evidence your agreement by signing below.
We look forward to working with you.
Sincerely,
Phil Pendergraft
Chief Operating Officer
Accepted:
David R. Henkel