Document

VIRTU FINANCIAL, INC. AMENDED AND RESTATED
2015 MANAGEMENT INCENTIVE PLAN
RESTRICTED STOCK UNIT AND COMMON STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AND COMMON STOCK AWARD AGREEMENT (the
“Agreement”), is entered into as of February 1, 2021 (the “Date of Grant”), by and between Virtu Financial, Inc., a Delaware corporation (the “Company”), and Brett Fairclough (the  Participant”).
WHEREAS, the Company has adopted the Virtu Financial, Inc. Amended and Restated 2015 Management Incentive Plan (the “Plan”), pursuant to which shares of Class A Common Stock and Restricted Stock Units  (“RSUs”) may be  granted; and
WHEREAS, the Compensation Committee of the Board of Directors of the Company has determined that it  is  in  the best interests of the Company and its  stockholders to grant the shares of Class A Common Stock in recognition of Participant’s service to the Company and its Affiliates from January 1, 2020 through December 31, 2020, and RSUs provided for herein  to the Participant  subject to the  terms set forth herein.
NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the  parties hereto, for  themselves, their successors and assigns, hereby agree as  follows:


1.Grant  of Common Stock and Restricted Stock Units.
(a)Grant. The Company hereby grants to the Participant a total number of shares of Class A Common Stock equal to approximately $470,000 divided by the Issue Price (the “Shares”), and a total number of RSUs equal to  approximately  $705,000    divided  by the Issue Price, in  each case on the terms and conditions set forth in this  Agreement and as otherwise  provided  in  the Plan.  The RSUs shall be credited to a separate book-entry account maintained  for the Participant  on the books of the Company,  which  may be maintained  by a third  party.  The “Issue Price” shall mean the volume  weighted  average price of shares of the Company’s  Class A Common  Stock traded during  the  three days preceding the  Date of Grant,  as determined by  the Company.


(b)Incorporation by Reference. The provisions of the Plan are incorporated herein by reference.  Except as otherwise expressly set forth herein, this  Agreement shall be construed in  accordance with the provisions of the Plan and any interpretations, amendments, rules and regulations promulgated  by the Committee  from time  to time pursuant  to the Plan.  Any capitalized  terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.  The Committee  shall  have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive  upon  the Participant and his  legal representative in respect of any questions arising under the Plan or this Agreement. The Participant acknowledges that he has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound  by all  the terms and provisions   of the Plan.


2.Vesting  and Settlement.


(a)The Shares shall  be one hundred percent (100%) vested as of the Date of   Grant.


(b)Except as may otherwise be provided herein, subject to the Participant’s continued employment or service with the Company or an Affiliate, the RSUs shall vest in  equal installments on each of the  first three (3) anniversaries of the  Date of Grant (each such date, a “Vesting  Date”).  Upon











each Vesting Date, such portion of the RSUs that vest on such date shall no longer be subject to the transfer restrictions pursuant to Section 9(a) hereof or cancellation pursuant to Section 4 hereof. Any fractional RSUs resulting from the application of the vesting schedule shall be aggregated and the RSUs resulting  from such aggregation  shall vest on  the final  Vesting Date.


a.Vested RSUs shall be settled within ten (10) days following the Vesting Date for such  RSUs in  shares of Class A Common  Stock, or cash, as determined  by the  Committee  in  its  sole discretion.


1.Dividend Equivalents. In the event of any issuance of a cash dividend on the shares of Class A Common Stock (a “Dividend”), the Participant shall be entitled  to receive, with  respect to each RSU granted pursuant to this  Agreement and outstanding  as of the record date for such Dividend,  payment of  an amount equal to the Dividend at the same time as the Dividend is paid to holders of shares of Class A Common  Stock generally.


2.Termination of Employment or Service. If the Participant’s employment or service with the Company  and its  Affiliates  terminates for any reason, all  unvested RSUs shall  be cancelled immediately and the Participant shall not be entitled to receive any payments with respect thereto; provided, however,  that in the event of the Participant’s Retirement (as defined below) and compliance with the terms thereof,  the RSUs shall continue vesting in accordance with the terms of this  Agreement as if  the Participant remained employed through each Vesting Date (subject to the forfeiture provisions of the Plan and the clawback provisions   set forth herein).  For  purposes  of  this  Agreement, “Retirement”  means a determination  by  the Company,  in  its  sole  and absolute  discretion,  that the Participant  has had a retirement from the Company and its Affiliates upon  a voluntary  resignation  of employment  by the Participant (i)  after the Participant completed  a minimum   of five  (5) full  years of service as an employee   of the Company and its Affiliates (regardless of whether such service is continuous),  (ii)  the Participant having attained the age of fifty (50) at the time of termination, (iii) the  sum of the Participant’s years of  service and age equals  or exceeds sixty-five  (65) at the time  of termination,  (iv)  the Participant has   entered into  and complies  with  the terms of a non-compete agreement with a term equal to the greater  of
(x) two years and (y) the remaining  period  up to and including   the Vesting Date in  a form to be provided  by the Company and (v) the Participant has duly executed, delivered and not revoked a customary release and waiver of all claims in a form acceptable to the Company. For the avoidance of doubt, any failure to comply  with the terms of such non-compete agreement will  result  in  the forfeiture of any unvested   RSUs.


3.Rights as a Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Class A Common Stock constituting  the Shares or underlying  the RSUs unless, until  and to  the extent that (i) the Company shall have issued and delivered to the Participant the shares of Class A Common Stock constituting the Shares or underlying  the RSUs and (ii)  the Participant’s name shall have  been entered as a stockholder  of record with  respect to such shares of Class A Common  Stock on  the books of the Company. The Company shall  cause the actions described in  clauses (i)  and (ii)  of the preceding sentence to occur promptly following settlement as contemplated by this Agreement, subject to compliance  with  applicable  laws.


4.Compliance  with Legal Requirements.


a.Generally.  The granting  of the Shares and the granting  and settlement of the RSUs, and any other obligations   of the  Company  under this  Agreement, shall  be subject to all  applicable  U.S.  federal, state and local laws, rules and regulations,  all  applicable  non-U.S. laws, rules and regulations  and  to such approvals by any regulatory or governmental agency as may be required. The Participant 
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agrees to take all steps the Committee or the Company determines are reasonably necessary to comply with all applicable provisions of U.S. federaland state securities law and non-U.S. securities law in exercising his  rights  under this  Agreement.


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a.Taxes and Withholding.  The grant of the Shares and the vesting  and settlement of the  RSUs shall be subject to the Participant satisfying  any applicable  U.S. federal, state and local tax  withholding   obligations   and non-U.S. tax withholding   obligations.    The  Participant shall  be required  to pay to the Company, and the Company shall have the right and is hereby authorized to withhold any cash, shares of Class A Common Stock, other securities or other property or from any compensation or other amounts owing to the Participant, the amount (in cash, Class A Common Stock, other securities or other property) of any required  withholding   taxes in  respect of the Shares or in  respect of the RSUs, settlement of the RSUs or any payment or transfer of the RSUs, and to take any such other action  as the Committee    or the Company  deem necessary to satisfy all  obligations   for the payment of such withholding   taxes.  In  its  sole  discretion,  the Company may permit  the Participant to satisfy, in  whole  or in  part, the tax obligations by (A) withholding shares of Class A Common  Stock from the Shares having  a Fair Market  Value  equal to such withholding   liability   and (B) withholding   shares of Class A Common  Stock that would otherwise be deliverable to the Participant upon settlement of the RSUs with a Fair Market Value  equal to  such withholding  liability.


1.Clawback. Notwithstanding anything to the contrary contained herein, the Committee may  cancelthe Shares and RSU award if the Participant, without  the consent of the Company,  has engaged in  or engages in  activity  that is  in  conflict  with  or adverse to the interest of the Company  or any Affiliate while employed by or providing services to the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, or violates a non-competition, non-solicitation, non-disparagement, non-disclosure or confidentiality covenant or agreement with the Company or any Affiliate,  as determined  by the Committee.  In such event, the Participant will  forfeit any compensation,  gain or other value realized previously or thereafter on the vesting  or settlement of the RSUs, the sale or  other transfer of the Shares and the RSUs, or the sale of shares of Class A Common Stock acquired in respect of the RSUs, and must promptly repay such amounts to the Company.  If the Participant receives  any amount in excess of what the Participant should have received with respect to the Shares or under the terms of the RSUs for any reason (including   without  limitation   by reason of a financial  restatement, mistake in calculations or other administrative error), all  as determined by the Committee,  then the  Participant shall be required to promptly repay any such excess amount to the Company. To the extent required by applicable  law  and/or the rules  and regulations  of NASDAQ or any other securities exchange  or inter-dealer quotation system on which the Class A Common Stock is listed or quoted, or if so required pursuant to a written policy adopted by  the Company,  the  Shares and the RSUs shall  be subject (including on a retroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated  by reference into this  Agreement).


2.Contractual Obligations.
a.Nothing in this  Agreement shall supersede, modify,  replace or cancelany existing contractual obligations, including  but  not limited  to restrictive covenants, applicable  to you  in  any employment agreement, offer letter, prior equity award agreement or any other agreement or contract with the  Company or its  Affiliates.


b.In the event that the Participant violates  any of the  contractual obligations   referred to in this Section 8, in  addition  to any other remedy which  may be available  at law or in  equity,  the RSUs shall be automatically  forfeited effective as of the date on which  such violation   first occurs.  The foregoing  rights and remedies are in addition to any other rights and remedies that may be available  to the Company  and shall not  prevent (and the Participant shall not  assert that they shall  prevent) the Company from bringing  one or more actions in  any applicable  jurisdiction  to recover damages as a result of the  Participant’s  breach of such restrictive  covenants.


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1.Miscellaneous.


a.Transferability. The RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered (a “Transfer”) by the Participant other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order or as otherwise permitted under Section 15(b) of the Plan. Any attempted Transfer of the RSUs contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the RSUs, shall be null and void  and without effect.


b.Waiver.   Any right  of the  Company  contained in  this  Agreement may be  waived in writing by the Committee. No waiver of any right hereunder by any party shall operate as a waiver of any other right,  or as a waiver of the  same right  with  respect to any subsequent occasion for its  exercise, or as  a waiver of any right to damages. No waiver by any party of any breach of this Agreement shall be held to constitute  a waiver of any other breach or a waiver of the continuation  of    the same breach.


c.Section  409A.   The  RSUs are intended to be exempt from, or compliant   with,
Section 409A of the Internal Revenue Code (“Code”). Notwithstanding the foregoing  or any provision  of the Plan or this Agreement, if any provision  of the Plan or this  Agreement contravenes Section  409A of  the Code or could cause the Participant to incur any tax, interest or penalties under Section 409A of the  Code, the Committee may, in  its  sole discretion  and without  the Participant’s consent, modify  such provision to (i)  comply  with,  or avoid  being  subject to, Section  409A of the Code, or to avoid  the incurrence of taxes, interest and penalties under Section 409A of the Code, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision   without  materially  increasing  the cost to the Company  or contravening  the  provisions   of Section 409A of the Code. This Section 9(c) does not create an obligation on the part of the Company to modify  the Plan or this  Agreement and does not  guarantee that the RSUs will  not  be subject to interest and penalties  under  Section 409A.


d.General Assets. All amounts credited in respect of the RSUs to the book-entry account under this Agreement shall continue for all purposes to be part of the general assets of the Company. The Participant’s interest in such account shall make the Participant only a general, unsecured creditor of the Company.


e.Notices. Any notices provided for in this Agreement or the Plan shall be in writing and  shall be deemed sufficiently  given  if  either hand delivered  or if  sent by fax, pdf/email  or overnight  courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant’s address indicated by the Company’s records, or if to the Company, to the attention  of the General Counsel at the Company’s  principal  executive  office.


f.Severability.  The invalidity  or unenforceability  of any provision  of this  Agreement shall  not affect the validity  or enforceability  of any other provision  of this  Agreement, and each other provision  of this  Agreement shall be severable and enforceable to the extent permitted by  law.


g.No Rights to Employment or Service. Nothing contained in this Agreement shall be construed as giving the Participant any right to be retained, in any position, as an employee, consultant or director of the Company or its Affiliates or shall interfere with or restrict in any way the rights of the Company or its Affiliates, which are hereby expressly reserved, to remove, terminate or discharge the Participant at any time  for any reason whatsoever.


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a.Fractional Shares. In lieu of issuing a fraction of a share of Class A Common Stock resulting from adjustment of the Shares or the RSUs pursuant to Section 12 of the Plan or otherwise, the Company shall be entitled to pay to the Participant an amount in cash equal to the Fair Market Value of such fractional share.


b.Beneficiary. The Participant may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke  such designation.


c.Successors. The terms of this Agreement shall be binding  upon  and inure  to the benefit  of the Company and its successors and assigns, and of the Participant and the beneficiaries, executors, administrators,  heirs  and successors of the Participant.


d.Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto, except as set forth in Section 8 hereof. No change, modification or waiver of any provision of this  Agreement shall be valid  unless  the  same be in writing and signed  by the parties hereto, except for any changes permitted without  consent under Section  12 or 14 of the  Plan.


e.Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the  State of Delaware, without  regard to principles   of conflicts  of laws thereof, or principles of conflicts of laws of any other jurisdiction which could cause the application of the  laws of any jurisdiction   other than the State of  Delaware.


i.Dispute Resolution; Consent to Jurisdiction. All disputes between or among any Persons arising out of or in any way connected with the Plan, this  Agreement, the Shares or the RSUs shall be solely  and finally  settled by  the Committee,  acting in  good  faith,  the determination of which shall  be final. Any matters not covered by the preceding sentence shall be solely  and finally settled in accordance with the Plan, and the Participant and the Company consent to the personal jurisdiction  of the United  States Federaland state courts sitting in  Wilmington,  Delaware as the exclusive jurisdiction  with  respect to matters arising  out of or related to the enforcement of the Committee’s determinations and resolution of matters, if any, related to the Plan or this Agreement not required to be resolved by the Committee. Each such Person hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the  last known address of such Person, such service to become effective ten (10) days after such mailing.


ii.Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent permitted by applicable  law, any right  it  may have to a trial  by jury  in  any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated (whether based on contract, tort or any other theory). Each party hereto (A) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would  not, in  the event of litigation,   seek to enforce the foregoing  waiver  and
(B) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by,  among other things,  the mutual  waivers and certifications  in  this  section.


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f.Headings; Gender.   The  headings  of  the Sections  hereof are provided  for convenience only  and are not to serve as a basis for interpretation  or construction,  and shall not constitute  a part, of   this


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Agreement. Masculine pronouns and other words of masculine gender shall refer to both men and women  as appropriate.


a.Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by  each of the parties and delivered to the other  parties.


b.Electronic Signature  and Delivery.  This  Agreement may be accepted by return signature or by electronic confirmation. By accepting this Agreement, the Participant consents to the electronic delivery of prospectuses, annual reports and other information required to be delivered by U.S. Securities and Exchange Commission rules (which consent may be revoked in writing by the Participant at any time upon three business days’ notice to the Company,  in  which case subsequent prospectuses, annual reports and other information  will  be  delivered  in  hard copy to the Participant).


c.Electronic Participation in Plan.  The Company  may, in  its sole  discretion,  decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained  by the Company  or a third party designated by  the Company.




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To accept or reject your Restricted Stock award, please complete the on-line form  (“Accept or Reject Your  Grant”)  as promptly  as possible, but,  in any case, within  thirty  (30) days after the Grant Date. If you accept your award you will be deemed to have agreed to the  terms  and conditions  set forth  in this  Agreement and the  terms  and conditions   of the Plan, all of which are made part of this Agreement. Your Agreement is available to you online  in your Schwab Equity Award Center (EAC) account via this link https://www.schwab.com/public/eac/home.






VIRTU FINANCIAL, INC.








By:     Name:  Douglas  A. Cifu
Title:   Chief  Executive Officer