exv4w5







Exhibit
4.5




MANAGEMENT STOCKHOLDERS’ AGREEMENT




          MANAGEMENT
STOCKHOLDERS’ AGREEMENT dated as of November 23, 2010 among LPL Investment Holdings Inc., a
Delaware corporation (the “Company”) and Stephanie L. Brown, Mark S. Casady, William E.
Dwyer III, Robert J. Moore and Esther M. Stearns (each an “Executive” and collectively, the
“Executives”).




          WHEREAS, on June 5, 2008, the Company filed a Registration Statement on Form S-8 of the
Securities Act with the SEC to register Shares issued upon exercise of Options granted under
certain of the Company’s equity plans, including certain Shares Beneficially Owned by the
Executives, and these Shares are freely tradable in the public market, subject to certain
contractual and legal restrictions (capitalized terms as defined herein);




          WHEREAS, on June 4, 2010, the Company filed a Registration Statement on Form S-1 of the
Securities Act with the SEC to register certain Shares for sale in the public market (the proposed
“IPO”), including certain Shares Beneficially Owned by the Executives (capitalized terms as
defined herein);




          WHEREAS, in connection with the IPO, the Company and the Executives have agreed to enter into
this Agreement governing the Executives’ ownership of the Executive Shares (capitalized terms as
defined herein);




          NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations
hereinafter set forth, the parties hereto hereby, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, agree as follows:




ARTICLE I. DEFINITIONS




                    Section 1.01 Certain Defined Terms. As used herein, the following terms shall have the
following meanings:




          (a) “Agreement” means this Management Stockholders’ Agreement as it may be amended,
supplemented, restated or modified from time to time.




          (b) “Annual Carryover” means, for each Executive, for each Year, the percentage
calculated pursuant to Column 3 of the table in Section 2.02(a).




          (c) “Annual Percentage” means, for each Executive, for each Year, the percentage
set forth in column two of the table in Section 2.02(a).




          (d) “Beneficial Ownership” means beneficial ownership within the meaning of Rule
13d-3 under the Exchange Act, or any successor provision, provided that for purposes of this
Agreement, a Person shall only be deemed to be the “beneficial owner” of securities such Person
has the right to acquire on the date of determination and shall not be deemed to be the
“beneficial owner” of securities such Person does not have the right to acquire on the date of
determination but will have the right to acquire within 60 days thereof.



 









 






          (e) “Board” means the Board of Directors of the Company.




          (f) “Business Day” means any day that is not a Saturday, a Sunday or other day on
which banks are required or authorized by law to be closed in New York.




          (g) “Charitable Organization” means a charitable organization described by
Section 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time.




          (h) “Change of Control” means the consummation of (i) any transaction or series of
related transactions, whether or not the Company is party thereto, after giving effect to which
in excess of fifty percent (50%) of the Company’s voting power is owned directly, or indirectly
through one or more entities, by any person and its “affiliates” or “associates” (as such terms
are defined in the Exchange Act Rules) or any “group” (as defined in the Exchange Act
Rules) other than, in each case, the Company or an Affiliate of the Company
immediately following the Closing, or (ii) a sale or other disposition of all or substantially
all of the consolidated assets of the Company (each of the foregoing, a “Business
Combination”), provided that, notwithstanding the foregoing, a Change in Control shall not
be deemed to occur as a result of a Business Combination following which the individuals or
entities who were beneficial owners of the outstanding securities entitled to vote generally in
the election of directors of the Company immediately prior to such Business Combination
beneficially own, directly or indirectly, 50% or more of the outstanding securities entitled to
vote generally in the election of directors of the resulting, surviving or acquiring
corporation in such transaction.




          (i) “Common Stock” means shares of common stock of the Company, par value $0.001.




          (j) “Company” has the meaning set forth in the preamble.




          (k) “Convertible Securities” means any evidence of indebtedness, shares of stock
(other than Common Stock), securities issuable under the 2008 Deferred Compensation Plan, or
other securities (other than Options) which are directly or indirectly convertible into or
exchangeable or exercisable for shares of Common Stock.




          (l) “Deferred Compensation Plan” means the Company’s 2008 Deferred Compensation
Plan.




          (m) “Deferred Compensation Plan Payment” has the meaning set forth in Section
2.01(b).




          (n) “Disability” shall, for each Executive, have the meaning set forth in such
Executive’s Employment Agreement.




          (o) “Employment Agreement” shall, for each Executive, mean the employment
agreement between such Executive and the Company, dated as of and effective upon the
consummation of the IPO, as such agreement may be amended from time to time.



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          (p) “Equivalent Shares” means that number of Shares issuable upon the exercise or
conversion of a vested Option or other vested Convertible Security.




          (q) “Estate Planning Vehicle” means an estate planning vehicle established and
maintained solely for the benefit of an Executive or such Executive’s immediate family
member(s).




          (r) “Executive” means each executive of the Company listed in the preamble hereto.




          (s) “Executive Shares” shall, for each Executive on each date of calculation, mean
all Shares Beneficially Owned by such Executive on the Measurement Date.




          (t) “Executive Stock Ownership Guidelines” means the Company’s stock ownership
guidelines adopted on November 17, 2010, as such ownership guidelines may be amended or supplemented by the
Board.




          (u) “Exchange Act” means the Securities Exchange Act of 1934, as amended and the
rules and regulations promulgated thereunder.




          (v) “immediate family member” means with respect to any Executive, (a) any lineal
descendant or ancestor or sibling (by birth or adoption) of such Executive, (b) any spouse or
former spouse of any of the foregoing (other than a spouse or former spouse to whom a Transfer
is effected through a settlement agreement or domestic relations order), (c) any legal
representative or estate of any of the foregoing, or the ultimate beneficiaries of the estate
of any of the foregoing, if deceased or (d) any trust or other bona fide estate-planning
vehicle the only beneficiaries of which are any of the foregoing Persons described in clauses
(a) through (c) above.




          (w) “IPO” has the meaning set forth in the whereas clauses hereof.




          (x) “IPO Carryover Percentage” means, for each Executive, at the time of
calculation the percentage set forth in Schedule 1.01(x) minus the total percentage of Shares
sold by such Executive pursuant to Section 2.01(b) prior to such calculation.




          (y) “Litigation” has the meaning set forth in Section 5.07(a).




          (z) “Lock-Up Period” means, for each Executive, the period during which such
Executive’s Shares are subject to transfer and other restrictions pursuant to (i) a Selling
Stockholder Agreement among the Executive, the Company and the Custodian (as defined therein)
with respect to Shares sold in the IPO, (ii) a Non Participating Holder Agreement between the
Executive and the Company, (iii) a Lock-Up Agreement dated [•], 2010, (iv) Section 6.4 of the
Stockholders Agreement, or (v) Section 1(b)(iv) of the Underwriting Agreement, as applicable.




          (aa) “Maximum Annual Percentage” means, for each Executive and his or her
Permitted Transferees, for each Year, the percentage calculated in accordance with Column 5 of
the table set forth in Section 2.02(a).



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          (bb) “Measurement Date” means the day immediately prior to the consummation of
Company’s IPO.




          (cc) “Options” means any options to subscribe for, purchase or otherwise directly
acquire Common Stock, issued to an Executive pursuant to the Company’s (i) 2005 Stock Option
Plan (Incentive Stock Options), (ii) 2005 Stock Option Plan (Non-Qualified Stock Options),
(iii) 2008 Stock Option Plan or (iv) any Company plan entered into after the date hereof.




          (dd) “Person” means an individual, corporation, partnership, limited liability
company, association, trust or other entity or organization, including any governmental
authority.




          (ee) “Payment Date” has the meaning set forth in the Company’s 2008 Nonqualified
Deferred Compensation Plan.




          (ff) “Permitted Transferees” of an Executive means collectively (i) any Charitable
Organization to whom Restricted Shares are transferred pursuant to Section 2.01(d)(ii) and (ii)
any Person to whom Executive Shares are transferred pursuant to Section 2.01(e).




          (gg) “Restricted Shares” has the meaning set forth in Section 2.01(d).




          (hh) “Securities Act” means the Securities Act of 1933, as amended, or any
successor federal statute thereto, and the rules and regulations of the SEC promulgated
thereunder.




          (ii) “Shares” means (i) all shares of Common Stock, including all shares of Common
Stock issued upon the exercise, conversion or exchange of any Options or Convertible Securities
and (ii) all Options and Convertible Securities (treating the Options and Convertible
Securities as a number of Shares equal to the number of Equivalent Shares represented by the
Options and Convertible Securities for all purposes of this Agreement, except as otherwise
specifically set forth herein).




          (jj) “Tax Payment” means, for each Executive, the taxes payable on such
Executive’s Deferred Compensation Payment, calculated based on the highest combined marginal
federal, state and local income tax rates then applicable to such Executive.




          (kk) “Transfer” mean any sale, pledge, assignment, encumbrance or other transfer
or disposition of any Shares to any Person, whether directly, indirectly, voluntarily,
involuntarily, by operation of law, pursuant to judicial process or otherwise.




          (ll)
“Underwriting Agreement” means the
underwriting agreement, dated as of November 17, 2010,
2010, by and among the Company and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated,
as representatives of the several underwriters signatory thereto.




          (mm) “Unrestricted Shares” has the meaning set forth in Section 2.01(d).



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          (nn) “Year” means any of Year One through Year Four




          (oo) “Year Four” means the twelve (12) month period beginning on and including the
day immediately following the last day of Year Three and ending on the first anniversary of
such date.




          (pp) “Year One” means the twelve (12) month period beginning on the day
immediately following the Measurement Date and ending on the first anniversary of such date.




          (qq) “Year Three” means the twelve (12) month period beginning on and including
the day immediately following the last day of Year Two and ending on the first anniversary of
such date.




          (rr) “Year Two” means the twelve (12) month period beginning on and including the
day immediately following the last day of Year One and ending on the first anniversary of such
date.




          Section 1.02 Certain Matters of Construction. In addition to the definitions referred
to or set forth above in this Article I:




          (a)
The words “hereof,” “herein,” “hereunder” and words of similar import shall refer to
this Agreement as a whole and not to any particular Section or provision of this Agreement, and
reference to a particular Section of this Agreement shall include all subsections thereof;




          (b) The word “including” means including, without limitation;




          (c) Definitions shall be equally applicable to both nouns and verbs and the singular and
plural forms of the terms defined;




          (d) The masculine, feminine and neuter genders shall each include the other; and




          (e) Except where the context requires otherwise, “or” is inclusive.



ARTICLE
II. TRANSFER RESTRICTIONS.




          Section 2.01 Transfer Restrictions. No Executive and no Permitted Transferee of such
Executive may Transfer all or any portion of his or her Executive Shares except in compliance with
this Article II. Any purported Transfer of Executive Shares that is not in accordance with this
Article II, or subsequently violates, this Agreement shall be, to the fullest extent permitted by
law, null and void ab initio.





          (a) Subject to Section 2.02 and Section 2.03 hereof, in each Year:




(i) each Executive together with his or her Permitted Transferees may collectively
Transfer Executive Shares Beneficially Owned by such Executive



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and his or her Permitted Transferees in an aggregate amount up to the Adjusted
Annual Percentage of the Shares Beneficially Owned by such Executive on the
Measurement Date for such Executive for such Year;




(ii) except as provided in clauses (b), (c) or (d) below, no Executive and no
Permitted Transferee will Transfer Executive Shares Beneficially Owned by such
Executive or his or her Permitted Transferees in an amount exceeding the Adjusted
Annual Percentage for such Executive for such Year; and




(iii) the Adjusted Annual Percentage for each Executive together with his or her
Permitted Transferees for each Year shall be the percentage calculated in accordance
with the following table:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Column 4	 	Column 5
	 	 	Column 2	 	Column 3	 	Adjusted	 	Maximum
	Column 1	 	Annual	 	Annual	 	Annual	 	Annual
	Year	 	Percentage	 	Carryover1	 	Percentage2	 	Percentage3
	Year One
	 	8%
	 	0%
	 	8%
	 	8%
	Year Two
	 	8%
	 	0%-8%
	 	8%-16%
	 	16%
	Year Three
	 	8%
	 	0%-16%
	 	8%-24%
	 	24%
	Year Four
	 	8%
	 	0%-24%
	 	8%-32%
	 	32%








 




			
	1.	 	Calculated for each Executive and his or her Permitted Transferees for
each Year by subtracting the total percentage of Executive Shares Transferred by such
Executive and his or her Permitted Transferees in the previous Year from the Adjusted
Annual Percentage for the previous Year. For example, if an Executive together with his
or her Permitted Transferees Transfers 7% of his or her Executive Shares in Year One, the
Annual Carryover for Year One is 1%.
	 
	2.	 	Calculated for each Executive and his or her Permitted Transferees for each
Year by adding the Annual Percentage for a given Year to the Annual Carryover for the
previous Year.
	 
	3.	 	The Adjusted Annual Percentage in any Year cannot exceed the
Maximum Annual Percentage for such Year.






          (b) Subject to Section 2.02 and Section 2.03, in any Year, in addition to any
Executive Shares Transferred pursuant to Section 2.01(a) hereof, each Executive may transfer
Executive Shares Beneficially Owned by such Executive in an amount up to his or her IPO
Carryover Percentage.




          (c) Notwithstanding clause (a) or (b) above, but subject to Section 2.03 and Section 2.04,
for the thirty (30) days prior to or the ninety (90) days after the next scheduled Payment Date
pursuant to the Company’s 2008 Nonqualified Deferred Compensation Plan (such payment, a
“Deferred Compensation Plan Payment”), each Executive may Transfer that number of
Executive Shares (or a lesser number of Executive Shares) on the open market that must be
Transferred to return sales proceeds in an amount equal to the Tax Payment. The number of
Executive Shares Transferable by an Executive pursuant to this provision shall be rounded up to
the nearest whole number of Shares;



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          (d) Notwithstanding clause (a) above, but subject to Section 2.02 and Section 2.03, an
Executive may Transfer (through one or more gratuitous Transfers) to one or more Charitable
Organizations:




(i) up to twenty-five percent (25%) of his or her Executive Shares in the aggregate
through one or more Transfers (any Shares Transferred before the twenty-five percent
(25%) threshold is hit, the “Unrestricted Shares”), provided that any such
Transfer is not a transfer for value, and such Unrestricted Shares shall not be
subject to the transfer restrictions set forth in Section 2.02(a); and




(ii) Executive Shares exceeding twenty-five percent (25%) of his or her Executive
Shares (any Shares Transferred after the twenty-five percent (25%) threshold is hit,
the “Restricted Shares”) provided that any such Transfer is not a Transfer
for value, provided further that, in the case of this clause (ii), such Charitable
Organization shall acknowledge its obligations under this Agreement in a written
instrument acceptable in form and substance to the Company and delivered to the
Company, and provided, further, that such Restricted Shares (x) shall remain subject
to the transfer restrictions set forth in Section 2.02(a) to the same extent as if
such Executive Shares continued to be Beneficially Owned by the Executive and the
certificates representing such Shares shall bear the legend set forth in Section
3.01 as and for so long as Transfer of such Shares is limited by this Agreement, (y)
the Charitable Organization shall notify the Company prior to Transferring the
Restricted Shares and (z) such Transfer by such Executive and any further Transfers
of any such Shares by such Charitable Organization will be included for purposes of
the calculations with respect to such Executive and his or her Permitted Transferees
in Section 2.01(a)(iii) and provided further, that any Shares Transferred pursuant
to this Section 2.01(d) must be Shares of Common Stock.




          (e) Notwithstanding clause (a) above, but subject to Section 2.02 and Section 2.03, an
Executive may Transfer any or all of his or her Executive Shares to (i) any immediate family
member of such Executive or (ii)

a spouse or former spouse of such Executive to whom a Transfer is effected through a settlement agreement or
 domestic relations order or (iii) to any Estate Planning Vehicle for the benefit of such
Executive, provided in each case that such Permitted Transferee shall acknowledge its
obligations under this Agreement in a written instrument acceptable in form and substance to
the Company and delivered to the Company  stating that (x) any Executive Shares Transferred pursuant to this
Section 2.02(e) shall remain subject to the transfer restrictions set forth in Section 2.02(a)
to the same extent as if such Executive Shares continued to be Beneficially Owned by the
Executive and the certificates representing such Shares shall bear the legend set forth in
Section 3.01 as and for so long as Transfer of such Shares is limited by this Agreement, (y)
the holder of such Executive Shares shall notify the Company prior to Transferring the Shares
and (z) such Transfer by such Executive and any further Transfers of any such Shares by such
Permitted Transferee will be included for purposes of the calculations with respect to such
Executive and his or her Permitted Transferees in Section 2.01(a)(iii).




          (f) Except as specifically provided in Section 2.03, no Shares purchased or acquired by
the Executive after the Measurement Date (“Post-Measurement Date Shares”)



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shall increase the number of Executive Shares held by an Executive. An Executive may
Transfer Post-Measurement Date Shares without restriction under this Agreement. An Executive
may substitute Post-Measurement Date Shares for Executive Shares and, by doing so Transfer
Executive Shares in lieu of Post-Measurement Date Shares, so long as the certificate(s)
representing the Post-Measurement Date Shares so substituted are legended in accordance with
Section 3.01 (upon which such Post-Measurement Date Shares shall be considered “Executive
Shares” and the Executive Shares for which such Post-Measurement Date Shares are
substituted shall no longer be considered Executive Shares and replaced with certificates that
are not legended in accordance with Section 3.01) and the aggregate number of Executive Shares
is not reduced by such substitution.



                    Section 2.02 Compliance with Law and Company Policies. Notwithstanding any other
provision of this Agreement, no Executive shall Transfer any Executive Shares unless the Transfer
is effected (a) pursuant to an effective registration statement under the Securities Act and in
compliance with any other applicable federal securities laws and state securities or “blue sky”
laws or (b) pursuant to an exemption from registration under the Securities Act and in compliance
with any other applicable federal securities laws and state securities or “blue sky” laws and (c)
in compliance with Company policies, including the policy on insider trading.



                    Section 2.03 Minimum Retained Ownership Requirement. Notwithstanding any other
provision of this Agreement, each Executive shall comply with the Company’s Executive Stock
Ownership Guidelines and shall continue to hold (and may not Transfer) Executive Shares in an
amount equal to or sufficient to meet the amount required by such guidelines. For purposes of this
provision, the “Measurement Date” in the definition of Executive Shares shall be the date of
calculation.



                    Section 2.04 Period. The foregoing provisions of this Article II shall expire upon
the earlier of (a) the fourth anniversary of the Measurement Date, (b) a Change of Control, (c)
with respect to the Executive Shares of any Executive and his or her Permitted Transferees, the
death of such Executive, (d) with respect to any Executive and his or her Permitted Transferees,
the Disability of such Executive, (e) with respect to any Executive and his or her Permitted
Transferees, the termination of such Executive’s employment with LPL or (f) with respect to any
Executive, the time at which such Executive is no longer an Executive Officer. For purposes of
this Section 2.04, an “Executive Officer” shall mean any person who is an officer of the Company
under Rule 16a-1(f) under the Exchange Act.



ARTICLE III. LEGENDS.




                    Section 3.01 Restrictive Legend. Each certificate representing Shares shall have the
following legend endorsed conspicuously thereupon:




THE SALE, ENCUMBRANCE OR OTHER DISPOSITION OF THE SHARES OF STOCK REPRESENTED BY
THIS CERTIFICATE, ARE SUBJECT TO THE PROVISIONS OF A MANAGEMENT STOCKHOLDERS’
AGREEMENT DATED AS OF NOVEMBER 23 2010 TO WHICH THE ISSUER AND CERTAIN OF ITS
STOCKHOLDERS ARE PARTY, A COPY OF WHICH MAY BE INSPECTED AT THE




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PRINCIPAL OFFICE OF THE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE.



ARTICLE IV. AMENDMENT, TERMINATION, ETC.




     Section 4.01 Oral Modifications. This Agreement may not be orally amended, modified,
extended or terminated, nor shall any oral waiver of any of its terms be effective.



     Section 4.02 Written Modifications. This Agreement may be amended, modified, extended
or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by
the Company and any Executive whose rights under this Agreement are materially modified by such
amendment, modification, extension or termination (it being understood that the waiver by the
Company of any obligation of one Person shall not be considered a modification of the rights of any
other Person). Each party hereto and, to the extent Executive Shares have been transferred
pursuant to Section 2.01(d) hereof, each non-Executive holder of Executive Shares subject hereto,
may waive any of its rights hereunder by an instrument in writing signed by such party or holder.



     Section 4.03 Effect of Termination. No termination under this Agreement shall relieve
any Person of liability for breach prior to termination.



ARTICLE V. MISCELLANEOUS




     Section 5.01 Severability. If any provision of this Agreement shall be declared by
any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of
this Agreement, to the extent permitted by law, shall not be affected and shall remain in full
force and effect. Upon any such determination, the parties shall negotiate in good faith in an
effort to agree upon a suitable and equitable substitute provision to effect the original intent of
the parties.



     Section 5.02 Entire Agreement. Except as otherwise expressly set forth herein, this
Agreement embodies the complete agreement and understanding among the parties hereto with respect
to the subject matter hereof and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, that may have related to the subject
matter hereof in any way.



     Section 5.03 Successors and Assigns. Neither this Agreement nor any of the rights or
obligations of any party under this Agreement shall be assigned, in whole or in part (except by
operation of law pursuant to a merger), by any Executive without the prior written consent the
Company and, with respect to any assignment by the Company to a non-affiliated entity, each
Executive party hereto. This Agreement shall bind and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and permitted assigns.



     Section 5.04 Counterparts. This Agreement may be executed in separate counterparts
each of which shall be an original and all of which taken together shall constitute one and the
same agreement.



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     Section 5.05 Remedies.



          (a) Each party hereto acknowledges that monetary damages would not be an adequate remedy in
the event that each and every one of the covenants or agreements in this Agreement are not
performed in accordance with their terms, and it is therefore agreed that, in addition to and
without limiting any other remedy or right it may have, the non-breaching party will have the right
to an injunction, temporary restraining order or other equitable relief in any court of competent
jurisdiction enjoining any such breach and enforcing specifically each and every one of the terms
and provisions hereof. Each party hereto agrees not to oppose the granting of such relief in the
event a court determines that such a breach has occurred, and to waive any requirement for the
securing or posting of any bond in connection with such remedy.




          (b) All rights, powers and remedies provided under this Agreement or otherwise available in
respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or
beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later
exercise of any other such right, power or remedy by such party.




     Section 5.06 Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (upon telephonic confirmation
of receipt), on the first Business Day following the date of dispatch if delivered by a recognized
next day courier service, or on the third Business Day following the date of mailing if delivered
by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder
shall be delivered to the Company or Executive as designated on Schedule 5.06, or pursuant to such
other instructions as may be designated in writing by the party to receive such notice.



     Section 5.07 Governing Law; Consent to Jurisdiction.



          (a) This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware. The parties hereto agree that any suit, action or proceeding (“Litigation”)
seeking to enforce any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby shall be brought in any federal court
located in the State of Delaware or any Delaware state court. Each of the parties hereto hereby
irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense,
counterclaim or otherwise, in any such Litigation, the defense of sovereign immunity, any claim
that it is not personally subject to the jurisdiction of the aforesaid courts for any reason, other
than the failure to serve process in accordance with this Section 5.07, that it or its property is
exempt or immune from jurisdiction of any such court or from any legal process commenced in such
courts (whether through service of notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by
applicable law, that the Litigation in any such court is brought in an inconvenient forum, that the
venue of such Litigation is improper, or that this Agreement, or the subject matter hereof, may not
be enforced in or by such particular courts and further irrevocably waives, to the fullest extent
permitted by applicable law, the benefit of any defense that would hinder, fetter or delay the
levy, execution or collection of any amount to which the party is entitled pursuant to the final
judgment of any court having jurisdiction. Each of the parties irrevocably and unconditionally
waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in
connection with any Litigation arising out of or relating to this Agreement or the transactions
contemplated hereby.







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          (b) Each of the parties hereto irrevocably consents to the service of process out of any of
the aforementioned courts in any such Litigation by the mailing of copies thereof by registered
mail, postage prepaid, to such party at its address set forth in this Agreement, such service of
process to be effective upon acknowledgment of receipt of such registered mail.




          (c) The parties hereto each expressly acknowledge that the foregoing waivers are intended to
be irrevocable under the laws of the State of Delaware and of the United States of America;
provided that consent by the parties hereto to jurisdiction and service contained in this Section
5.07 solely for the purpose referred to in this Section 5.07 and shall not be deemed to be a
general submission to said courts or in the State of Delaware other than for such purpose.




     Section 5.08 Interpretation. The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.



     Section 5.09 Further Assurances. Each Executive shall from time to time execute and
deliver all such further documents and do all acts and things as the Company or the other
Executives party hereto may reasonably require to effectively carry out or better evidence or
perfect the full intent and meaning of this Agreement.



     Section 5.10 Effectiveness. This Agreement shall become effective contemporaneously with
the consummation of the IPO. This Agreement shall not become effective and shall automatically be
of no force or effect if the IPO is not consummated on or before June 30, 2011.



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
above.




	 	 	 	 	 
	 	LPL INVESTMENT HOLDINGS INC.

 	 
	 	By:  	/s/
STEPHANIE L. BROWN	 
	 	 	Name:  	Stephanie L. Brown	 
	 	 	Title:  	Secretary and Vice President	 
	 




 











 





	 	 	 	 	 	 	 

	 	 	THE EXECUTIVES:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ STEPHANIE L. BROWN	 	 
	 

	 	 	 	 

Stephanie L. Brown
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ MARK S. CASADY	 	 
	 

	 	 	 	 

Mark S. Casady
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ WILLIAM E. DWYER III	 	 
	 

	 	 	 	 

William E. Dwyer III
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ ROBERT J. MOORE	 	 
	 

	 	 	 	 

Robert J. Moore
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ ESTHER M. STEARNS	 	 
	 

	 	 	 	 

Esther M. Stearns
	 	 






 









 





Schedule 1.01(x) — IPO Carryover Percentage




	 	 	 	 
	Executive	 	IPO Carryover Percentage	 
	Stephanie L. Brown
	 	0%
	 
	 	 	
	Mark S. Casady
	 	1.06%
	 
	 	 	
	William E. Dwyer III
	 	7.76%
	 
	 	 	
	Robert J. Moore
	 	10%
	 
	 	 	
	Esther M. Stearns
	 	0%






 









 





Schedule 5.06 — Notice Addresses




If to the Company:




c/o LPL Investment Holdings Inc.

One Beacon Street

Boston, Massachusetts 02108

Attention: Stephanie Brown

Fax: 617-556-2811




with a copy (which shall not constitute notice) to:




Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Attention: Julie H. Jones

Fax: (617) 951-7294




If to Stephanie L. Brown:




If to Mark S. Casady:




If to William E. Dwyer III:




If to Robert J. Moore:




If to Esther M. Stearns: