exv10w22






Exhibit 10.22




SENIOR MANAGEMENT STOCK OPTION AWARD




granted under the



LPL Investment Holdings Inc.

2010 OMNIBUS EQUITY INCENTIVE PLAN



     This stock option (the “Agreement”) is granted by LPL Investment Holdings Inc., a
Delaware corporation (the “Company”), to [ •  ] (the “Optionee”) pursuant to the
Company’s 2010 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”).
For purposes of this Agreement, the “Grant Date” shall mean [ •  ], 20[ •  ]



     1. Grant of Options. The Agreement evidences the grant by the Company on
the Grant Date to the Optionee of an option to purchase, in whole or in part, on the
terms provided herein and in the Plan, [ •  ] shares of Stock (the “Shares”), at
an exercise price of [ $•  ] per Share (the “Options”).



     The Options evidenced by this Agreement are intended to qualify as incentive stock options
under Section 422 of the Internal Revenue Code (the “Code”).


     2. Vesting.




     (a) Time-Based Vesting. During the Optionee’s Employment, the Options shall
vest and become exercisable with respect to:




	 	(i)	 	[ •  ] of the Shares on and after [ •  ];
	 
	 	(ii)	 	An additional [ •  ] of the Shares on and after [ •  ];
	 
	 	(iii)	 	An additional [ •  ] of the Shares on and after [ •  ];
	 
	 	(iv)	 	An additional [ •  ] of the Shares on and after [ •  ]; and
	 
	 	(v)	 	An additional [ •  ] of the Shares on and after [ •  ].






     (b) Termination of Employment. Automatically and immediately upon the cessation
of Employment, all outstanding and unvested Options shall cease to be exercisable and will
terminate, except that upon a termination due to the death of the Optionee any and all
unvested Options will vest and become fully exercisable.




     (c) Competitive Activity During Employment. Automatically and immediately in
the event the Board determines that the Optionee was not in compliance with any
non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the
Company or its Affiliates, or, if not subject to such agreement, engaged in





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     Competitive Activity, all outstanding and unvested Options shall cease to be exercisable and
will terminate.



Notwithstanding the foregoing (but subject to any contrary provision of this Agreement or any other
written agreement between the Company and the Optionee with respect to vesting and termination of
Shares granted under the Plan), no Options shall vest or shall become eligible to vest on any date
specified above unless the Optionee is then, and since the Grant Date has continuously been,
employed by the Company or its Affiliates.




     3. Exercise of Options. Each election to exercise the Options shall be subject to the
terms and conditions of the Plan and shall be in writing, signed by the Optionee or by his or her
executor or administrator or by the person or persons to whom the Options are transferred by will
or the applicable laws of descent and distribution (the “Legal Representative”), and made
pursuant to and in accordance with the terms and conditions set forth in the Plan. The latest date
on which the Options may be exercised (the “Final Exercise Date”) is the date which is the
tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms
and provisions of the Plan and this Agreement. Notwithstanding the foregoing, and subject to the
provisions of Sections 2(b) and 2(c) above, the following rules will apply if an Optionee’s
Employment ceases in all circumstances: automatically and immediately upon the cessation of
Employment, the Options will cease to be exercisable and will terminate, except that:




     (a) any portion of the Options held by the Optionee or the Optionee’s permitted
transferees, if any, immediately prior to the termination of the Optionee’s Employment by
reason other than death, Disability, Retirement or for Cause, to the extent then vested and
exercisable, will remain exercisable for the shorter of (i) a period of 90 days or (ii) the
period ending on the Final Exercise Date, and will thereupon terminate;




     (b) any portion of the Options held by the Optionee or the Optionee’s permitted
transferees, if any, immediately prior to the termination of the Optionee’s Employment by
reason of death or Disability, to the extent then vested and exercisable, will remain
exercisable for the shorter of (i) the one year period ending with the first anniversary of
the Optionee’s death or Disability, as the case may be, or (ii) the period ending on the
Final Exercise Date, and will thereupon terminate;




     (c) any portion of the Options held by the Optionee or the Optionee’s permitted
transferees, if any, immediately prior to the Optionee’s Retirement, to the extent then
exercisable will remain exercisable for the lesser of (i) a period of two years or (ii) the
period ending on the Final Exercise Date, and will thereupon terminate; provided that the
Options will terminate immediately in the event the Board determines that the Optionee has
not complied with any non-competition, non-solicitation, non-disclosure,
or confidentiality agreement with the Company or its Affiliates, or, if not subject to
such agreement, has engaged in Competitive Activity; and




     (d) any portion of the Options held by the Optionee or the Optionee’s permitted
transferees, if any, immediately prior to the cessation of the Optionee’s Employment will
immediately terminate upon such cessation if such cessation of Employment has resulted in
connection with an act or failure to act constituting Cause.



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     4. Covered Transaction. In the event of a Covered Transaction, the Administrator may
require that any amounts delivered, exchanged, or otherwise paid in respect of outstanding and then
unvested Options be placed in escrow or otherwise made subject to such restrictions as the
Administrator deems appropriate to carry out the intent of the Plan.



     5. Withholding. No Shares will be transferred pursuant to the exercise of
the Options unless and until the person exercising the Options shall have remitted to
the Company in cash or by check an amount sufficient to satisfy any federal, state, or
local withholding tax requirements or tax payments, or shall have made other
arrangements satisfactory to the Company with respect to such taxes. The Administrator
may, in its sole discretion, hold back Shares from an award or permit an Optionee to
tender previously owned shares of Stock in satisfaction of tax withholding or tax
payment requirements (but not in excess of the applicable minimum statutory withholding
rate).



     6. Nontransferability of Options. The Options are not transferable by the Optionee
other than by will or the applicable laws of descent and distribution and are exercisable during
the Optionee’s lifetime only by the Optionee.



     7. Status Change. Upon the termination of the Optionee’s Employment, the Options shall
continue or terminate, as and to the extent provided in the Plan.



     8. Effect on Employment. Neither the grant of the Options, nor the
issuance of Shares upon exercise of the Options, shall give the Optionee any right to
be retained in the employ of the Company or its Affiliates, affect the right of the
Company or its Affiliates to discharge or discipline such Optionee at any time, or
affect any right of such Optionee to terminate his or her Employment at any time.



     9. Repurchase by Company. If the Optionee’s employment is terminated by reason of
Cause or in the event the Board determines that the Optionee has not complied with any
non-competition, non-solicitation, non-disclosure, or confidentiality agreement with the Company or
its Affiliates, or, if not subject to such agreement, has engaged in Competitive Activity during
Employment or the one year period following termination of the Optionee’s Employment, the Company
may repurchase from the Optionee the Shares received by the Optionee upon exercise of the Options
and then held by the Optionee for a purchase price equal to the lower of fair market value or the
aggregate exercise price of the Options. If the Optionee no longer holds the Shares, the Board may
require that the Optionee remit or deliver to the Company (1) the amount of any gain realized upon
the sale of any Shares received pursuant to the Options, and (2) any consideration received upon
the exchange of any Shares received pursuant to the Options (or the extent that such consideration
was not received in the form of cash, the cash equivalent thereof valued at the time of the
exchange) and (3) to the extent that the Shares were transferred by gift or without consideration,
the value of the Shares determined at the time of gift or transfer.



     10. Provisions of the Plan. This Agreement is subject in its entirety to the
provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect
on the date of the grant of the Options has been furnished to the Optionee. By exercising all or
any part of the Options, the Optionee agrees to be bound by the terms of the Plan and this
Agreement. In




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the event of any conflict between the terms of this Agreement and the Plan, the terms of this
Agreement shall control.




     Definitions. The initially capitalized terms Optionee and Grant Date shall have the meanings set forth on the
first page of this Agreement; initially capitalized terms not otherwise defined herein shall have
the meaning provided in the Plan, and, as used herein, the following terms shall have the meanings
set forth below:




     “Disability” shall have the meaning ascribed to such term in any employment agreement other similar agreement
between the Optionee and the Company or any of its subsidiaries, or, if no such agreement exists or
the provisions of such agreements conflict, the total and permanent disability of the Optionee
during the Optionee’s Employment through any illness, injury, accident or condition of either a
physical or psychological nature as a result of which, in the judgment of the Board, the Optionee
is unable to perform substantially all of the Optionee’s duties and responsibilities,
notwithstanding the provision of any reasonable accommodation.



     11. General. For purposes of this Agreement and any determinations to be made by the Administrator,
the determinations by the Administrator shall be binding upon the Optionee and any transferee.



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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
under its corporate seal by its duly authorized officer. This Agreement shall take effect as a
sealed instrument.



	 	 	 	 	 
	 	LPL INVESTMENT HOLDINGS INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated:



Acknowledged and Agreed




	 	 	 	 	 
	 	 
	  	 	 
	 	Name:  	 	 
	 	 	 
	 




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