Exhibit 10.13

 

AMENDED AND RESTATED VIRTU FINANCIAL LLC 
 MANAGEMENT INCENTIVE PLAN

 

	
Purpose
    	
 
    	
The   Amended and Restated Virtu Financial LLC Management Incentive Plan (the “MIP”)   is designed to give selected key employees of Virtu Financial LLC (the “Company”)   and its subsidiaries the right to acquire a direct or indirect ownership   interest in the Company and an incentive to help grow the business of the   Company.

 

The   MIP was originally effective as of July 8, 2011 and is hereby amended   and restated in its entirety as of                    , 2014.

 

Capitalized   terms used but not defined herein have the meanings given such terms in the   Second Amended and Restated Limited Liability Company Agreement of the   Company, as amended (the “LLC Agreement”).
    
	
 
    	
 
    	
 
    
	
Structure
    	
 
    	
Participants   in the MIP hold (i) non-voting common limited liability company   interests (the “Employee Holdco Common Units”) of Virtu Employee   Holdco LLC (the “Employee Holdco”), which holds directly the   corresponding non-voting common limited liability company interests in the   Company (“Common Units”) that were issued to Employee Holdco or (ii) Common   Units directly in the Company.  The   Employee Holdco Common Units described in clause (i) and the Common   Units described in clause (ii) shall collectively be referred to as “MIP   Units”.
    
	
 
    	
 
    	
 
    
	
Administration   
    	
 
    	
The   MIP will be administered by Vincent Viola, (the “Manager”), until such   time as he withdraws as the Manager of Employee Holdco or is removed by the   Company as provided in the Amended and Restated Limited Liability Company   Agreement of Employee Holdco, as amended (the “Employee Holdco LLC   Agreement”).  In the event Vincent   Viola is no longer Manager of Employee Holdco, the MIP shall be administered   by the Company or its designee and all references to the “Manager” shall be   deemed to be to the Company or such designee.    Subject to the terms of the LLC Agreement, the MIP and applicable law,   and in addition to other express powers and authorizations conferred to the   Manager by the MIP, the Manager shall have full power and authority to:

 

·                  designate   participants and determine the amount of awards under the MIP to be made to   any participant;

 

·                  determine the   terms and conditions of any awards made under the MIP;

 

·                  determine   whether, to what extent, and under what circumstances awards made under the   MIP may be canceled,
    


 











 

	
 
    	
 
    	
forfeited or suspended and the method or methods by which the awards   made under the MIP may be settled, canceled, forfeited or suspended;

 

·                  make   appropriate adjustments in order to minimize the accounting impact of the   awards made under the MIP;

 

·                  interpret,   administer, reconcile any inconsistency, correct any defect and/or supply any   omission in the MIP and any instrument or agreement relating to, or any   awards made under, the MIP;

 

·                  establish,   amend, suspend or waive such rules and regulations and appoint such   agents as it shall deem appropriate for the proper administration of the MIP;   and

 

·                  make any   other determination and take any other action that the Manager deems   necessary or desirable for the administration of the MIP.

 

Unless   otherwise expressly provided in the MIP or required under the LLC Agreement,   all designations, determinations, interpretations and other decisions under   or with respect to the MIP or any awards made under the MIP shall be within   the sole discretion of the Manager, may be made at any time and shall be   final, conclusive and binding upon all participants and any beneficiary of   awards made under the MIP.

 

The   Manager’s determinations on matters within its authority shall be conclusive   and binding upon the participants, the Company and all other persons.  The Manager’s determinations need not be   the same with respect to each participant (whether or not such participants   are similarly situated).  All expenses   associated with the administration of the MIP shall be borne by the Company.
    
	
 
    	
 
    	
 
    
	
Participation
    	
 
    	
The   Manager has selected the employees eligible to participate in the Plan.  
    
	
 
    	
 
    	
 
    
	
Restrictions on Transfer
    	
 
    	
Any   transfers of MIP Units shall be subject to the terms of (i) the Unit   Vesting, Equity Retention and Restrictive Covenant Agreement entered into by   each such participant (the “Employee Equity Letter”) entered into in   connection with the initial public offering of shares of Class A common   stock, par value $0.00001, of Virtu Financial Inc. (“Pubco”), (ii) the   LLC Agreement and (iii) in the case of Employee Holdco Common Units, the   Employee Holdco LLC Agreement.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
MIP   Units awarded under the MIP are subject to the vesting conditions set forth   in each participant’s written notice of grant, as subsequently acknowledged   by each participant pursuant to his or her Employee Equity Letter. 
    


 

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Repurchase of MIP Units
    	
 
    	
MIP   Units shall be subject to the repurchase provisions set forth in the LLC   Agreement or Employee Holdco LLC Agreement, as applicable, including, in the   case of the Employee Holdco LLC Agreement, (i) the reduction of   consideration payable to the participant in such repurchase in the event of a   breach thereby of the restrictive covenants set forth therein and (ii) the   right of the Company or Employee Holdco to provide the Minimum Annual   Payment.
    
	
 
    	
 
    	
 
    
	
Distributions
    	
 
    	
MIP   Units shall be entitled to distributions as set forth in the LLC Agreement or   Employee Holdco LLC Agreement, as applicable.
    
	
 
    	
 
    	
 
    
	
Restrictive Covenants
    	
 
    	
Participants   holding MIP Units shall be subject to the restrictive covenants set forth in   the LLC Agreement or Employee Holdco LLC Agreement, as applicable, and   acknowledged in each participant’s Employee Equity Letter. The Company and   Employee Holdco shall be entitled to equitable relief (including injunctive   relief) in addition to any other remedies they may have against a participant   in connection with an actual or threatened breach of such restrictive   covenants. 
    
	
 
    	
 
    	
 
    
	
No Voting/
   Governance/
   Information Rights
    	
 
    	
Participants   holding MIP Units shall have no voting, governance or information rights in   respect of such MIP Units except as expressly provided in the LLC Agreement   or Employee Holdco LLC Agreement, as applicable.  
    
	
 
    	
 
    	
 
    
	
Representations
    	
 
    	
The   MIP Units were issued subject to the understanding that the participant   acquired the MIP Units for the participant’s own account for investment and   not with a view to a sale or distribution thereof, and that the participant   has received, read and had an opportunity to ask questions about the MIP, the   LLC Agreement and, in the case of holders of Employee Holdco Common Units,   the Employee Holdco LLC Agreement.  The   Manager may, in its sole discretion, require any participant to acknowledge   such representation and agree with the Company and/or Employee Holdco in   writing, in substance and form satisfactory thereto, to such effect and to   such other effect as it may deem necessary or appropriate in order to comply   with (i) applicable laws or (ii) covenants or representations made   in connection with any offering of securities by the Company, Employee   Holdco, Pubco or any of their respective affiliates.
    
	
 
    	
 
    	
 
    
	
Amendment   or Termination
    	
 
    	
The   MIP can be amended or terminated at the sole discretion of the Manager,   subject to the terms of the LLC Agreement and, with respect to any Employee   Holdco Common Units, the Employee Holdco LLC Agreement.  Termination of the MIP shall not affect any   MIP Units previously granted.  The   Manager shall not use its discretionary authority to cancel, forfeit or   suspend a participant’s MIP Units that have satisfied the time-based vesting   criteria set by the Manager in a written notice of grant; provided that the   foregoing shall not prevent the cancellation, forfeiture or suspension of   such MIP Units in accordance with a separate provision of the MIP (for   example, as provided in
    


 

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“Repurchase   of MIP Units “), the LLC Agreement or Employee Holdco LLC Agreement, or a   separate agreement then in effect between the participant and the Company,   Employee Holdco, Pubco or any of their respective affiliates.

 

The   LLC Agreement and the Employee Holdco LLC Agreement can be amended in accordance   therewith.
    
	
 
    	
 
    	
 
    
	
Written Agreement
    	
 
    	
Each   issuance and/or grant of MIP Units is embodied in a written agreement signed   by the participant to whom such MIP Units were issued and/or granted and   shall be subject to the terms and conditions set forth therein.
    
	
 
    	
 
    	
 
    
	
No Right to Employment
    	
 
    	
Nothing   in the MIP shall interfere with or limit in any way the right of the Company   or its subsidiaries to terminate any participant’s employment or engagement   at any time (with or without Cause), or confer upon any participant any right   to continue to be employed or engaged by the Company or its subsidiaries for   any period of time or to continue to receive such participant’s current (or   other) rate of compensation.  No person   shall have a right to be selected as a participant or, having been so   selected, to be selected again as a participant in the MIP.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes
    	
 
    	
A   participant may be required to pay to Employee Holdco and/or the Company, and   Employee Holdco and/or the Company and its affiliates shall have the right   and are hereby authorized to withhold from any payment due or transfer made   under any MIP Units, under the MIP or from any other amount owing to a   participant (including in connection with any transfers), the amount (in   cash, securities or other property) of any applicable federal, state, or   local withholding taxes in respect of MIP Units or any payment or transfer   under a MIP Unit or the MIP and to take such other action as may be necessary   in the discretion of the Manager to satisfy all obligations for the payment   of such taxes.
    
	
 
    	
 
    	
 
    
	
Special Incentive Compensation
    	
 
    	
By   acceptance of its award hereunder, each participant shall be deemed to have   agreed that such award is special incentive compensation that will not be   taken into account, in any manner, as salary, compensation or bonus in   determining the amount of any payment under any pension, retirement, life   insurance, disability, severance or other employee benefit plan of the   Company or any of its affiliates.
    
	
 
    	
 
    	
 
    
	
Severability
    	
 
    	
If   any term, provision, covenant or restriction contained in the MIP is held by   a court of competent jurisdiction or other authority to be invalid, void,   unenforceable or against its regulatory policy, the remainder of the terms,   provisions, covenants and restrictions contained in the MIP shall remain in   full force and effect and shall in no way be affected, impaired or   invalidated, and the MIP shall be reformed, construed and enforced in such   jurisdiction as if such invalid, illegal or unenforceable term, provision,   covenant or restriction or any portion thereof had never been contained   herein.
    


 

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Interpretation
    	
 
    	
The   MIP is subject to the LLC Agreement, and the terms and provisions of the LLC   Agreement are hereby incorporated herein by reference. In addition, any   Employee Holdco Common Units are subject to the Employee Holdco LLC   Agreement, and the terms and provisions of the Employee Holdco LLC Agreement   are hereby incorporated herein by reference. Unless otherwise expressly provided,   in the event of a conflict between any term or provision contained herein and   a term or provision of the LLC Agreement, or, if applicable to Employee   Holdco Common Units, the Employee Holdco LLC Agreement, the applicable terms   and provisions of the LLC Agreement or the Employee Holdco LLC Agreement, as   applicable, shall govern and prevail.
    
	
 
    	
 
    	
 
    
	
Successors and Assigns
    	
 
    	
The   MIP and any award agreements hereunder shall be binding upon and inure to the   benefit of the Company and, with respect to any awards of Employee Holdco   Common Units, Employee Holdco, and their respective successors and assigns,   including any person which is a successor thereto, and each participant and   any subsequent permitted holders of the MIP Units granted hereunder and the   respective successors, heirs and assigns of each of them, so long as they   hold MIP Units.
    
	
 
    	
 
    	
 
    
	
Section 409A
    	
 
    	
The   Company intends that awards of MIP Units under the MIP shall be exempt from   the provisions of Section 409A of the Internal Revenue Code of 1986, as amended   (the “Code”); provided, however, to the extent that the   MIP or any part thereof is deemed to be a non-qualified deferred compensation   plan subject to Section 409A of the Code and the Treasury regulations   (including proposed regulations as applicable) and other guidance promulgated   thereunder, (a) the provisions of the MIP shall be interpreted in a   manner to the maximum extent possible to comply with Section 409A of the   Code in accordance with Section 409A of the Code and (b) the   Company may amend the MIP for purposes of complying with Section 409A   the Code promptly upon issuance of any Treasury regulations or guidance   thereunder.  Notwithstanding the foregoing, neither Employee Holdco, the Company,   Pubco nor any affiliate shall have any obligation to indemnify or otherwise   hold a participant (or any beneficiary) harmless from any or all taxes or   penalties that may arise under Section 409A of the Code.  
    
	
 
    	
 
    	
 
    
	
ERISA Considerations
    	
 
    	
The   MIP is intended to be an incentive bonus program and is not intended to   provide retirement income. The MIP is not subject to any of the provisions of   the Employee Retirement Income Security Act of 1974, as amended.
    
	
 
    	
 
    	
 
    
	
Governing Law; Waiver of Jury Trial
    	
 
    	
The   MIP shall be governed by, and construed and interpreted in accordance with,   the laws of the State of New York without reference to its principles of   conflict of laws.  Each participant, by   accepting an award under the MIP, agrees to waive all right to a trial by   jury in any action, proceeding or counterclaim arising out of or relating to   the MIP or the other agreements and instruments delivered hereunder or the
    


 

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transactions   contemplated hereby or thereby.
    


 

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APPENDIX A

 

	
“Cause”
    	
 
    	
Unless   otherwise determined by the Manager, “Cause” includes:

 

·                  A   participant’s conviction or plea of no contest to any crime or felony (or its   equivalent in a non-U.S. jurisdiction), or conviction or plea of no contest   to any other crime which makes the participant legally prohibited from   working for the Company.

 

·                  A   participant’s gross negligence or willful misconduct, or failure to   substantially perform his or her duties (other than due to physical or mental   illness or incapacity);

 

·                  A participant’s   material breach of any employment or similar agreement between the   participant and the Company;

 

·                  A   participant’s willful and intentional failure to follow specific reasonable   directions of the Company or its designees, or willful and intentional   violation of the Company’s written policies that the Manager reasonably   determines is detrimental to the best interests of the Company;

 

·                  A   participant’s fraud or misappropriation, embezzlement or material misuse of   funds or property belonging to the Company that materially and adversely   affects the business of the Company and its Affiliates;

 

·                  A   participant’s use of alcohol or drugs that materially interferes with the   performance of his or her duties and adversely affects the business of the   Company and its Affiliates;

 

·                  a   participant’s breach of a regulatory rule that adversely affects his or   her ability to perform his or her duties to the Company; or

 

·                  any action or   conduct of a participant that adversely affects or is reasonably likely to   materially and adversely affect the integrity and reputation of the Company   or its affiliates, their employees or their products;

 

provided,   however, that the participant shall be provided a 30-day period to cure any   of the events or occurrences
    


 

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described   in the immediately preceding bullets (other than the first bullet), to the   extent curable. The determination of whether or not Cause exists shall be   made by the Manager in its sole discretion, whose determination shall be   final, binding and conclusive on all participants and beneficiaries.
    


 

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