exv10w7






EXHIBIT 10.7









FIRST AMENDMENT TO EMPLOYMENT AGREEMENT



This Amendment (the “Amendment”) is made and entered into as of September 28, 2009,
by and between UVEST Financial Services Group, Inc., a North Carolina corporation
(“Employer”) and Dan H. Arnold (“Employee”) to that certain Employment Agreement dated
January 2, 2007 between Employer and Employee (“Employment Agreement”).



WHEREAS, Employer and Employee have agreed to amend the Employment Agreement in exchange
for Employer forgiving the outstanding balance of the Loan Agreement and Promissory Note
between the Employer and Employee dated January 2, 2007 (“Loan Agreement”) according to
the terms and conditions set forth below.



NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Employer and Employee agree as follows:



1. Fifty percent of the amount outstanding under the Loan Agreement shall be
forgiven on December 31, 2009 and the remaining amount outstanding shall be forgiven
on December 31, 2010, provided that, on each such loan forgiveness date, Employee is (a)
in compliance with all policies of Employer, LPL Financial Corporation and any direct or
indirect parent of Employer or LPL Financial Corporation (LPL Financial Corporation, together
with such parents, each an “Employer Affiliated Entity”); (b) not in breach of any agreement
between Employee and Employer and/or between Employee and any Employer Affiliated Entity; and
(c) Employee has reasonably met the performance standards of Employer and/or any Employer
Affiliated Entity as measured in the sole discretion of Employer or Employer Affiliated Entity.
If Employee’s employment is terminated for Cause, as that term is defined in the Employment
Agreement, prior to a loan repayment date, Employee will pay Employer the outstanding loan
balance as of the date of termination according to the terms of the Loan Agreement. Employer
agrees to pay Employee a lump sum payment equal to the highest federal and state income tax
rate applicable to Employee with respect to the income recognized from the cancellation of the
debt under the Loan Agreement to defray Employee’s related tax liability (“Tax Gross-up”). The
Tax Gross-up will be made, less all appropriate federal and state income and employment taxes,
directly to the appropriate taxing authorities. Employee understands that the Tax Gross-up will
be treated as additional compensation income to Employee and will be reported on Employee’s
Form W-2. Employee agrees to report the Tax Gross-up for all tax purposes consistent with the
preceding sentence.



2. The first sentence of Section 2(a) shall be deleted and replaced as follows,
“Employee shall serve as the Managing Director, Divisional President, Institutional
Services.”



3. The text in Section 3(a)(i) shall be deleted in its entirety and replaced as follows,
“Beginning in 2009, Employee shall receive an annual base salary (the “Base Salary”) of
not less than $400,000 payable in substantially equal installments in accordance with the
Employer’s usual policy.”









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4. The second sentence in Section 3(a)(iii) shall be deleted in its entirety and
replaced as follows, “The target Bonus for 2009 is $300,000 and the target Bonus for
2010 is $400,000.”



5. A new section, Section 3(e), shall be added as follows, “Employee will continue
to be eligible for consideration for future stock option grants. Option grants are at the
discretion of the Compensation Committee.”



6. Section 4(e)(i) shall be deleted in its entirety and replaced with “Employee
ceasing to hold the title of Managing Director with respect to at least one of (a) Employer
or (b) any Employer Affiliated Entity.”



7. Section 4(e)(ii) shall be deleted in its entirety.



8. Section 6 shall be deleted in its entirety and replaced as follows:



6. Nondisclosure and Use of Proprietary Information. Employee acknowledges that during
Employee’s employment he has learned and will continue to learn and have access to proprietary
Information regarding the Employer and Employer Affiliated Entities (the “Protected Parties”) and
their respective clients and businesses. Employee agrees and covenants not to disclose or use for
Employee’s own benefit, or the benefit of any other person or entity, any Proprietary Information,
unless or until the Proprietary Information is now or hereafter becomes known or available to the
public other than because of a breach of this Agreement by Employee, or such disclosure is or
becomes required by law or valid legal process or is necessary to carry out the duties of
Employee’s employment, Employee shall not disclose or reveal to any unauthorized person any
Proprietary Information relating to one or more of the Protected Parties, and Employee confirms
that the Proprietary Information constitutes the exclusive property of one or more of the
Protected Parties.



“Proprietary Information” means trade secrets or proprietary or confidential information of any of
the Protected Parties or of any third party which any one of the Protected Parties is under an
obligation to keep confidential (including, but not limited to, Intellectual Property Rights and
includes information related to the business of any of Protected Parties and any of the Protected
Parties’ clients or representatives that (a) confers or tends to confer a competitive advantage on
any of the Protected Parties (b) that has commercial value for any of the Protected Parties. This
includes but is not limited to: contracts; marketing materials and business strategies; legal
information; regulatory information; product information; mark-up guidelines; client lists
(including the names, addresses, telephone numbers and account numbers of clients, the trade
history with each client, and all other information on client lists); lists of client prospects,
financial advisors, business partners, brokers and/or representatives; software programs; software
source documents, financial information and projections; and all concepts, plans, proposals or
information about current, future and proposed business or sale



9. Section 7 shall be deleted in its entirety and replaced as follows:



7. Noncompetition and Nonsolicitation. Employee acknowledges that during the
course of Employee’s employment with the Employer, Employee has had access to and





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acquired the Protected Parties’ Proprietary Information, including that relating to the Protected
Parties’ advisors, institutions and/or registered representative lists and advisors, institutions
and/or registered representative information including, without limitation, information related to
advisor, institution and/or registered representatives end clients, and the Protected Parties’
business operations, methods and practices, all of which pertain peculiarly to the Protected
Parties. To protect these legitimate interests of the Protected Parties, Employee agrees to the
following:



To protect these legitimate interests of the Protected Parties, Employee agrees to the
following:





	 	A.	 	During the two year period from the date of Employee’s
separation
of employment with Employer or an Employer Affiliated Entity
regardless of the reason for the separation (the “Restricted
Period”), Employee may not provide, directly or indirectly, sales,
marketing, recruiting or any other services that include interacting
in any capacity with institutions or financial advisors for the
following companies and any of their current and future affiliated
broker dealers regardless of whether the currently affiliated broker dealer
remains affiliated with the company during the Restricted Period: Pershing
LLC, Raymond James Financial Services Inc., Commonwealth Financial Network,
FMR LLC (Fidelity), The Charles Schwab Corporation, Prime Vest Financial
Services, Inc. and Jackson National Life Insurance Company
	 
	 	B.	 	During the Restricted Period, Employee may not, directly or
indirectly, solicit, persuade or induce: (i) any financial advisor
licensed with any Protected Party or any clients of such financial
advisor; (ii) any financial advisor licensed with any Protected Party
during the twelve (12) month period prior to the Employee’s final
day of employment or any clients of such financial advisors; (iii)
any financial advisors who Employee by virtue of Employee’s
status as Managing Director knew or should have known to be in
discussions with any Protected Party regarding licensure with any
Protected Party; (iv) any institution with a contract with any
Protected Party; (v) any institution with a contract with a Protected
Party during the twelve (12) month period prior to the Employee’s
final day of employment; or (vi) any institution who Employee by virtue of Employee’s status as Managing Director knew or should
have known to be in discussions with any Protected Party
regarding business relations with any Protected Party.
	 
	 	C.	 	During the Restricted Period, Employee may not, directly or
indirectly, solicit, seek to hire, or persuade or induce any employee
or consultant of any Protected Party (or any person who was an
employee or consultant of any Protected Party during the twelve
(12) month period prior to the last day of Employee’s employment)
to discontinue his or her employment or other association with any




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	 	 	 	Protected Party.




Employee agrees that the scope and duration set forth in Section 7 are reasonable and necessary to
protect the Protected Parties Proprietary Information, goodwill and employee relations. Employee
agrees that the scope of the non-compete is limited and will not restrict him from earning a living
in his current field of employment. Employee further agrees that, upon the cessation of Employee’s
employment with the Employer, his experience and capabilities are such that he can obtain
employment with a new employer engaged in a business that is not competitive with the any of the
Protected Parties’ business or even one that is competitive with the Protected Parties’ business as
he is only prohibited from providing, directly or indirectly, sales, marketing, recruiting or any
other services that include interacting in any capacity with institutions or financial advisors for
seven specified companies and their affiliate broker-dealers subject to the Employee’s
non-solicitation and nondisclosure obligation to protect the Proprietary Information of the
Protected Parties and that, therefore, the entry of an injunction to enforce the provisions in
Section 7 shall not prevent Employee from earning a livelihood. Employee also acknowledges that,
provided Employee’s employment is terminated without Cause by the Employer, by the Employee for
Constructive Termination or upon expiration of the Term, Employee will receive his Base Salary and
other benefits during the entire Restricted Period.



If, at any time, the provisions of Section 7 shall be finally adjudicated to be invalid or
unenforceable by a court of competent jurisdiction, the Employer and Employee hereby agree that
the court making this determination will have the power to reform the scope, duration, or area of
the term or provision to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid and enforceable and that
comes closest to expressing the intention of the invalid or unenforceable term or provision; and
that this Agreement will be enforceable as so modified.



Employee agrees that the Protected Parties are engaged in a highly competitive business and that
by virtue of Employee’s position and responsibilities with the Employer and Employee’s access to
the Proprietary Information, it would be impossible or inadequate to measure and calculate the
Protected Parties’ damages from any breach of the covenants set forth in this Agreement.
Accordingly, Employee agrees that if Employee breaches Section 6 or Section 7 of this Agreement,
the Protected Parties will have available to them, in addition to any other available right or
remedy, the right to obtain injunctive or other equitable relief from a court of competent
jurisdiction. Employee further agrees that no bond or other security shall be required in
obtaining such equitable relief and Employee hereby consents to the issuance of such injunction
and to the ordering of specific performance.



10. All other terms and conditions of the Employment Agreement not specifically provided herein
shall remain in full force and effect, and are hereby in all respects ratified and confirmed.




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IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the date first written
above.




	 	 	 	 	 	 	 	 	 

	UVEST Financial Services Group, Inc.	 	READ, UNDERSTOOD AND AGREED	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Sheila E. Hunter
	 	By:	 	/s/ Dan Arnold	 	 
	Name:

	 	 

SHEILA E. HUNTER
	 	Name:
	 	 

Dan Arnold
	 	 
	Title:

	 	SUP, HUMAN RESOURCES	 	 	 	 	 	 







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