Exhibit 10.2


 



EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into effective as of the 3rd day of March, 2021 (the “Effective
Date”), by and between AssetMark Financial Holdings, Inc., a Delaware corporation (the “Company”), and Michael
Kim (“Executive”).


 


W I T N E S S
E T H:


 


WHEREAS,
the Company desires to continue to employ Executive and to enter into this Agreement embodying the terms of such continued employment,
and Executive desires to enter into this Agreement and to accept such continued employment, subject to the terms and provisions of this
Agreement.


 


NOW, THEREFORE, in
consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are mutually acknowledged, the Company and Executive hereby agree as follows:


 


Section
1.Definitions.


 


(a)       “Accrued
Obligations” shall mean (i) all accrued but unpaid Base Salary through the date of termination of Executive’s employment,
(ii) any unpaid or unreimbursed expenses incurred in accordance with the Company’s policy, and (iii) any benefits provided under
the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein.


 


(b)       “Agreement”
shall have the meaning set forth in the preamble hereto.


 


(c)       “Annual
Bonus” shall have the meaning set forth in Section 4(b) hereof.


 


(d)       “Base
Salary” shall mean the salary provided for in Section 4(a) hereof.


 


(e)       “Board”
shall mean the Board of Directors of the Company.


 


(f)        “Cause”
shall mean (i) Executive’s material act or acts of personal dishonesty taken in connection with Executive’s responsibilities
that has, or could be reasonably expected to have, a material adverse impact on the performance of Executive’s duties to the Company
Group; (ii) [omitted]; (iii) willful failure or refusal by Executive to perform in any material respect Executive’s duties or responsibilities;
(iv) misappropriation (or attempted misappropriation) by Executive of any material assets or material business opportunities of the Company
or any other member of the Company Group; (v) embezzlement or fraud committed (or attempted) by Executive, at Executive’s direction,
or with Executive’s prior actual knowledge; (vi) Executive’s conviction of or pleading “guilty” or “no
contest” to, (x) a felony or (y) any other criminal charge, in each case, that has, or could be reasonably expected to have, an
adverse impact on the performance of Executive’s duties to the Company or any other member of the Company Group or otherwise result
in a material injury to the reputation or business of the Company or any other member of the Company Group; (vii) material violation
by Executive of the written policies of the Company (unless, to the extent such violation is curable, it has been


 




    	 



    	 



    


cured within thirty
(30) days of the provision by the Company of written notice to Executive of such violation), including but not limited to those relating
to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company that has,
or could be reasonably expected to have, a materially adverse impact on the performance of Executive’s duties to the Company or
any other member of the Company Group, or otherwise result in material injury to the reputation or business of the Company or any other
member of the Company Group; or (viii) Executive’s material breach of any confidentiality or restrictive covenants with the Company
or any other member of the Company Group to which Executive is subject. If, within ninety (90) days subsequent to Executive’s termination
for any reason other than by the Company for Cause, the Board determines that Executive’s employment could have been terminated
for Cause pursuant to the fourth, fifth or seventh items above, Executive’s employment will be deemed to have been terminated for
Cause for all purposes, and Executive will be required to disgorge to the Company all amounts received in connection with such termination
of employment (that occurred in the 90-day period preceding such a determination by the Board) that would not have been payable to Executive
had such termination been by the Company for Cause.


 


(g)      “Code”
shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.


 


(h)      “Company”
shall have the meaning set forth in the preamble hereto.


 


(i)       “Company
Group” shall mean the Company and Parent, together with any of their respective direct and indirect majority-owned subsidiaries.


 


(j)       “Delay
Period” shall have the meaning set forth in Section 13(a) hereof.


 


(k)       “Disability”
shall mean any physical or mental disability or infirmity that prevents the performance of Executive’s duties for a period of (i)
one hundred twenty (120) consecutive days or (ii) one hundred eighty (180) non-consecutive days during any twelve (12)-month period,
in each case, or such longer period as is required by applicable law. Any question as to the existence, extent, or potentiality of Executive’s
Disability upon which Executive (or Executive’s legal representative) and the Board cannot agree shall be determined by a qualified,
independent physician selected by the Board and approved by Executive or Executive’s legal representative, as the case may be (which
approval shall not be unreasonably withheld).


 


(l)       “Executive”
shall have the meaning set forth in the preamble hereto.


 


(m)      “Good
Reason” shall mean, without Executive’s consent, (i) a material diminution in Executive’s base salary, Target Annual
Bonus, title, duties, or responsibilities; (ii) the Company requiring Executive to be based at a location in excess of thirty (30) miles
from the Company’s current headquarters, unless such change of location remains consistent, in Executive’s reasonable discretion,
with Executive’s commute to the current headquarters; or (iii) the Company’s material breach of a material term of this Agreement,
in each case, to the extent that such act or omission is not cured by the Company within forty (40) days of its receipt of written notice
from Executive detailing the acts or omissions giving rise to Good Reason. Notwithstanding the foregoing, during the Term, in the event
that the Board reasonably believes


 




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that Executive may
have engaged in conduct that could constitute Cause, the Board may, in its sole and absolute discretion, suspend Executive from performing
his duties hereunder for a period of up to fourteen (14) days, and in no event shall any such suspension constitute an event pursuant
to which Executive may terminate employment with Good Reason or otherwise constitute a breach by the Company.


 


(n)       “Initial
Term” shall mean the period specified in Section 2(a) hereof.


 


(o)       “Initial
Term Expiration Date” shall have the meaning set forth in Section 2(a) hereof.


 


(p)       “IPO
RSA” shall have the meaning set forth in Section 8(g) hereof.


 


(q)       “Parent”
shall mean Huatai Securities Co., Ltd., a People’s Republic of China joint stock company.


 


(r)       “Person”
shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust
(charitable or noncharitable), unincorporated organization, or other form of business entity.


 


(s)       “Release
of Claims” shall mean the Release of Claims in substantially the same form attached hereto as Exhibit A (as the same
may be revised from time to time by the Company upon the advice of counsel).


 


(t)       “Severance
Benefits” shall have the meaning set forth in Section 8(h) hereof.


 


(u)       “Severance
Term” shall mean the eighteen (18) month period following Executive’s termination by the Company without Cause (other
than by reason of death or Disability) or by Executive for Good Reason.


 


(v)       “Target
Annual Bonus” shall have the meaning set forth in Section 4(b) hereof.


 


(w)       “Term”
shall mean the period specified in Section 2(a) and (b) hereof.


 


Section
2.Acceptance and Term.


 


(a)       The
Company agrees to continue to employ Executive, and Executive agrees to continue to serve the Company, on the terms and conditions set
forth herein. Subject to the further provisions of this Agreement related to early termination of employment: Executive’s initial
term of employment (the “Initial Term”) shall begin on the Effective Date and shall continue until the earlier of
(i) the third-year anniversary of the Effective Date (the “Initial Term Expiration Date”) and (ii) the earlier termination
of Executive’s employment in accordance with Section 8 below.


 


(b)       Unless
Executive’s employment has been earlier terminated in accordance with Section 8 below, on the Initial Term Expiration Date and
on each subsequent anniversary


 




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thereof, the term
of Executive’s employment under this Agreement shall automatically be extended for one (1) additional year, unless either party
provides written notice to the other party no later than ninety (90) days prior to the expiration of the then effective term indicating
the party’s intent (A) not to extend the term or (B) the desire to enter into good-faith negotiations regarding an amendment,
extension, or renewal of this Agreement (such Initial Term and any extension thereof being hereinafter referred to as the “Term”).


 


(c)       In
the event that the Term expires without earlier termination of Executive’s employment in accordance with Section 8 below, Executive’s
employment will cease to be subject to the terms of this Agreement at that time, except to the extent provided in Section 21 below.


 


Section
3.Position, Duties, and Responsibilities; Place of Performance.


 


(a)       Position,
Duties, and Responsibilities. During the Term, Executive shall be employed and serve as the President of the Company (together with
such other position or positions consistent with such title as the Board shall specify from time to time) and shall have such duties
and responsibilities as are typically associated with such title, together with such other duties and responsibilities commensurate with
such title as assigned by the Board. Executive also agrees to serve as an officer and/or director of any other member of the Company
Group, in each case without additional compensation.


 


(b)       Performance.
Executive shall devote his full business time, attention, skill, and best efforts to the performance of his duties under this Agreement
and shall not engage in any other business or occupation during the Term, including, without limitation, any activity that (x) conflicts
with the interests of the Company or any other member of the Company Group, (y) interferes with the proper and efficient performance
of Executive’s duties for the Company, or (z) interferes with Executive’s exercise of judgment in the Company’s best
interests. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) serving, with the prior written consent of
the Board, as a member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of
non-competing businesses, (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments and
affairs; provided, however, that the activities set out in clauses (i), (ii), and (iii) shall be limited by Executive so
as not to materially interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.


 


(c)       Principal
Place of Employment. The Executive’s principal place of employment shall be at the Company’s headquarters. Executive
understands and agrees that he may be required to travel from time to time for business reasons.


 


Section
4.Compensation.


 


During the Term, Executive
shall be entitled to the following compensation:


 


(a)       Base
Salary. Executive shall be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company,
of $450,000 (subject to increases


 




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as may be determined
by the Board in its sole discretion). The Board shall review Executive’s compensation on an annual basis.


 


(b)       Annual
Bonus. For fiscal year 2021 and during each calendar year that ends during the Term, Executive shall be eligible for an annual incentive
bonus award (the “Annual Bonus”) determined by the Board in respect of each complete fiscal year during the Term.
The target Annual Bonus (the “Target Annual Bonus”) that Executive shall be eligible to earn for each fiscal year
including fiscal year 2021 shall be 150% of Base Salary, with the actual Annual Bonus payable being based upon the level of achievement
of annual Company and individual performance objectives for such fiscal year, as determined by the Board and communicated to Executive.
The Annual Bonus shall be paid to Executive at the same time as annual bonuses are generally payable to other senior executives of the
Company subject to Executive’s continuous employment through the payment date. For the avoidance of doubt, Executive shall not
be entitled to an Annual Bonus for any fiscal year in which the applicable Company and individual performance objectives for such fiscal
year are not achieved. Notwithstanding the foregoing, subject to Executive’s continuous employment through the payment date for
the Annual Bonus for fiscal year 2021, the Executive’s Annual Bonus earned for that fiscal year under this Section 4(b) will not
be less than the Target Annual Bonus for that fiscal year.


 


(c)       Equity.
In consideration of the Executive’s promotion to and service as President of the Company and his entry into this Agreement, the
Company will grant to the Executive pursuant to the Company’s 2019 Equity Incentive Plan (the “Plan”) an RSU
Award (within the meaning of the Plan) with a grant date Fair Market Value (within the meaning of the Plan) of $1,000,000 that is scheduled
to vest in three installments: 25% on the first anniversary of the Effective Date, 25% on the second anniversary of the Effective Date
and 50% on the third anniversary of the Effective Date, in each case contingent upon Executive’s continued service with the Company
through the applicable vesting date. All other terms and conditions of this award will be governed by the terms and conditions of the
Plan and the award agreement. In addition to the foregoing, Executive shall be eligible to participate in equity incentive programs of
the Company, as established from time to time by the Company, in amounts, if any, and on terms set by the Board. Except as otherwise
provided in Section 8(g) herein regarding the IPO RSA (defined below), the effect of termination or resignation of employment on equity
awards granted to Executive at any time, including awards granted to Executive prior to the Effective Date, shall be governed by the
provisions of the applicable plan and award agreement.


 


Section
5.Employee Benefits.


 


(a)       Benefits.
During the Term, Executive shall be entitled to participate in health, insurance, retirement, and other perquisites and benefits provided
generally to similarly situated executives of the Company. Executive shall also be entitled to a minimum of twenty (20) vacation days
as well as the same number of holidays and sick days, any other benefits, in each case as are generally allowed to similarly situated
executives of the Company in accordance with the Company policy as in effect from time to time.


 


(b)       Fringe
Benefits and Perquisites. During the Term, Executive shall be entitled to fringe benefits and perquisites consistent with the practices
of the Company and any


 




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governing plan requirements
(including plan eligibility provisions), if any, and to the extent the Company provides similar benefits or perquisites (or both) to
similarly situated executives of the Company, in each case as may be in effect from time to time.


 


(c)       Rights
Reserved. Nothing contained herein shall be construed to limit the Company’s ability to amend, suspend, or terminate any employee
benefit, fringe benefit or perquisite plan, policy or practice at any time without providing Executive notice, and the right to do so
is expressly reserved.


 


Section
6.Key-Man Insurance.


 


At any time during
the Term, the Company shall have the right to insure the life of Executive for the sole benefit of the Company, in such amounts, and
with such terms, as it may determine. All premiums payable thereon shall be the obligation of the Company. Executive shall have no interest
in any such policy, but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations, supplying
all information required by the insurance company, and executing all necessary documents; provided that no financial obligation
is imposed on Executive by any such documents.


 


Section
7.Reimbursement of Business Expenses.


 


During the Term, in
addition to the expenses referenced in Section 3(c) above, the Company shall pay (or promptly reimburse Executive) for documented, out-of-pocket
expenses reasonably incurred by Executive in the course of performing his duties and responsibilities hereunder, which are consistent
with the Company’s policies in effect from time to time with respect to business expenses, subject to the Company’s requirements
with respect to reporting of such expenses.


 


Section
8.Termination of Employment.


 


(a)       General.
The Term shall terminate prior to the Termination Expiration Date upon the earliest to occur of (i) Executive’s death, (ii) a termination
by reason of a Disability, (iii) a termination by the Company with or without Cause, and (iv) a termination by Executive with or without
Good Reason. Upon any termination of Executive’s employment for any reason, except as may otherwise be requested by the Company
in writing and agreed upon in writing by Executive, Executive shall resign from any and all directorships, committee memberships, and
any other positions Executive holds with the Company or any other member of the Company Group. Notwithstanding anything herein to the
contrary, the payment (or commencement of a series of payments) hereunder of any nonqualified deferred compensation (within the meaning
of Section 409A of the Code) upon a termination of employment shall be delayed until such time as Executive has also undergone a “separation
from service” as defined in Treas. Reg. 1.409A-l(h), at which time such nonqualified deferred compensation (calculated as of the
date of Executive’s termination of employment hereunder) shall be paid (or commence to be paid) to Executive on the schedule set
forth in this Section 8 as if Executive had undergone such termination of employment (under the same circumstances) on the date of his
ultimate “separation from service.”


 




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(b)       Termination
Due to Death or Disability. Executive’s employment shall terminate automatically upon his death. The Company may terminate
Executive’s employment immediately upon the occurrence of a Disability, such termination to be effective upon Executive’s
receipt of written notice of such termination. Upon Executive’s death or in the event that Executive’s employment is terminated
due to his Disability, Executive or Executive’s estate or beneficiaries, as the case may be, shall be entitled to:


 


(i)       The
Accrued Obligations;


 


(ii)       Any
unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall
be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 21/2
months following the last day of the fiscal year in which such termination occurred; and


 


(iii)       Subject
to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs,
payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated
to reflect the number of days Executive was employed during such fiscal year, such amount to be paid at the same time it would otherwise
be paid to Executive had no termination occurred, but in no event later than the date that is 21/2 months following
the last day of the fiscal year of the Company in which such termination occurred.


 


Following Executive’s death or
a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 8(b), Executive shall have
no further rights to any compensation or any other benefits under this Agreement.


 


(c)       Termination
by the Company with Cause.


 


(i)       The
Company may terminate Executive’s employment at any time with Cause, effective upon Executive’s receipt of written notice
of such termination; provided, however, that with respect to any Cause termination, to the extent that such act or acts
or failure or failures to act are curable, Executive shall be given not less than thirty (30) days’ written notice by the Board
of the Company’s intention to terminate Executive with Cause, such notice to state in detail the particular act or acts or failure
or failures to act that constitute the grounds on which the proposed termination with Cause is based, and such termination shall be effective
at the expiration of such thirty (30) day notice period, unless in the case of Section 1(g)(vii) hereof, Executive has fully cured such
act or acts or failure or failures to act that gave rise to Cause during such period.


 


(ii)       In
the event that the Company terminates Executive’s employment with Cause, Executive shall be entitled only to the Accrued Obligations.
Following such termination of Executive’s employment with Cause, except as set forth in this Section 8(c)(i), Executive shall have
no further rights to any compensation or any other benefits under this Agreement.


 




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(d)       Termination
by the Company without Cause. The Company may terminate Executive’s employment at any time without Cause, effective upon Executive’s
receipt of thirty (30) days’ written notice of such termination. In the event that Executive’s employment is terminated by
the Company without Cause (other than due to death or Disability), Executive shall be entitled to:


 


(i)       The
Accrued Obligations;


 


(ii)       Any
unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall
be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 21/2
months following the last day of the fiscal year in which such termination occurred;


 


(iii)       Subject
to achievement of the applicable performance conditions for the fiscal year of the Company in which Executive’s termination occurs,
payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated
to reflect the number of days Executive was employed during such fiscal year, such amount to be paid at the same time it would otherwise
be paid to Executive had no termination occurred, but in no event later than the date that is 21/2 months following
the last day of the fiscal year of the Company in which such termination occurred;


 


(iv)       Continued
payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices;


 


(v)       To
the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s
election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of
each month of the Severance Term, the Company will pay Executive an amount equal to the monthly COBRA premium cost; provided that
the payments pursuant to this clause (v) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes
eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term. In the event that the
Company’s payment of the premium would result in a violation of the nondiscrimination rules or cause the reimbursement of claims
to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation
Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable
payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation
under the Act or Section 105(h) of the Code and, to the extent that Executive incurs any additional tax liability as a result of the
payment of such premiums by the Company, he shall receive an additional payment in cash, such that he is put in the same after-tax position
as if no such additional tax liability had been incurred.


 


Notwithstanding the foregoing, the payments
and benefits described in clauses (ii), (iii), (iv) and (v) above shall immediately terminate, and the Company shall have no further
obligations to


 




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Executive with respect thereto, in the
event that Executive breaches any provision of the Other Agreements. Following such termination of Executive’s employment by the
Company without Cause, except as set forth in this Section 8(d), Executive shall have no further rights to any compensation or any other
benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment
by the Company without Cause shall be receipt of the Severance Benefits.


 


(e)       Termination
by Executive with Good Reason. Executive may terminate his employment with Good Reason by providing the Company thirty (30) days’
written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective,
must be provided to the Company within sixty (60) days of the occurrence of such event. During such thirty (30) day notice period, the
Company shall have a cure right (if curable), and if not cured within such period, Executive’s termination will be effective upon
the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof
for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof.
Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive
shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s
sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.


 


(f)       Termination
by Executive without Good Reason. Executive may terminate his employment without Good Reason by providing the Company thirty (30)
days’ written notice of such termination. In the event of a termination of employment by Executive under this Section 8(f),
Executive shall be entitled only to the Accrued Obligations. In the event of termination of Executive’s employment under this Section
8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the
characterization of such termination as a termination by Executive without Good Reason, and provide payment to Executive of his Base
Salary for the remainder of the notice period. Following such termination of Executive’s employment by Executive without Good Reason,
except as set forth in this Section 8(f), Executive shall have no further rights to any compensation or any other benefits under this
Agreement.


 


(g)       IPO
RSA. In the event the Company terminates Executive’s employment without Cause or due to Executive’s death or Disability,
or Executive resigns for Good Reason, in each case, during the Term in accordance with this Section 8, and notwithstanding the terms
of the applicable share restriction agreements, the restricted share awards (“IPO RSA”) listed on Exhibit
B hereto that are outstanding and unvested at the time of termination shall be deemed fully vested as of the last day of Executive’s
employment.


 


(h)       Release.
Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsection (b),
(d), (e), or (g) of this Section 8 (other than the Accrued Obligations) (collectively, the “Severance Benefits”) shall
be conditioned upon Executive’s execution, delivery to the Company, and non-revocation of the Release of Claims (and the expiration
of any revocation period contained in such Release of Claims) within sixty (60) days following the date of Executive’s termination
of employment


 




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hereunder. If Executive
fails to execute the Release of Claims in such a timely manner so as to permit any revocation period to expire prior to the end of such
sixty (60) day period, or timely revokes his acceptance of such release following its execution, Executive shall not be entitled to any
of the Severance Benefits. Further, to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation”
for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to
the sixtieth (60th) day following the date of Executive’s termination of employment hereunder, but for the condition
on executing the Release of Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following
such sixtieth (60th) day, after which any remaining Severance Benefits shall thereafter be provided to Executive according
to the applicable schedule set forth herein. For the avoidance of doubt, in the event of a termination due to Executive’s death
or Disability, Executive’s obligations herein to execute and not revoke the Release of Claims may be satisfied on Executive’s
behalf by Executive’s estate or a person having legal power of attorney over his affairs.


 


Section
9.Other Agreements; Non-Disparage


 


(a)       As
a condition of Executive’s employment, Executive has executed and delivered to the Company an Arbitration Agreement, a Non-Solicitation
Agreement and a Proprietary Information and Inventions Agreement (such agreements, as may be amended from time to time, the “Other
Agreements”). The parties hereto acknowledge and agree that this Agreement and the Other Agreements shall be considered separate
contracts, and each of the Other Agreements will survive the termination of this Agreement for any reason.


 


(b)       Executive
agrees that during the Term, and at all times thereafter, Executive shall not make any materially disparaging or defamatory comments
regarding any member of the Company Group or its respective current or former directors, officers, employees or shareholders in any respect
or make any comments concerning any aspect of Executive’s relationship with any member of the Company Group or any conduct or events
which precipitated any termination of Executive’s employment from any member of the Company Group. However, Executive’s obligations
under this subparagraph (b) shall not apply to disclosures required or permitted by applicable law, regulation, or order of a court or
governmental agency.


 


(c)       The
Company agrees to instruct its officers and directors not to make any materially disparaging or defamatory comments regarding Executive
in any respect or make any comments concerning any aspect of Executive’s relationship with any member of the Company Group or any
conduct or events which precipitated any termination of Executive’s employment from any member of the Company Group. However, the
Company’s obligations under this subparagraph (c) shall not apply to disclosures required by applicable law, regulation, or order
of a court or governmental agency.


 


(d)       Executive
has the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities and Exchange
Commission (the “SEC”) and/or its Office of the Whistleblower, as well as certain other governmental entities and
self-regulatory organizations. As such, nothing in this Agreement, the Other Agreements or otherwise is intended to prohibit Executive
from disclosing this Agreement or the Other


 




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Agreements to, or
from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and
Executive may do so without notifying the Company. The Company may not retaliate against Executive for any of these activities, and nothing
in this Agreement, the Other Agreements or otherwise would require Executive to waive any monetary award or other payment that Executive
might become entitled to from the SEC or any other governmental entity or self-regulatory organization. Moreover, nothing in this Agreement,
the Other Agreements or otherwise prohibits Executive from notifying the Company that Executive is going to make a report or disclosure
to law enforcement.


 


Section
10.Representations and Warranties of Executive.


 


Executive represents
and warrants to the Company that—


 


(a)       Executive
is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions
hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive
may be bound;


 


(b)       Executive
has not violated, and in connection with Executive’s employment with the Company will not violate, any non-solicitation, non-competition,
or other similar covenant or agreement of a prior employer by which Executive is or may be bound; and


 


(c)       in
connection with Executive’s employment with the Company, Executive will not use any confidential or proprietary information Executive
may have obtained in connection with employment with any prior employer.


 


Section
11.Taxes.


 


The Company may withhold
from any payments made under this Agreement all applicable taxes, including but not limited to income, employment, and social insurance
taxes, as shall be required by law. Executive acknowledges and represents that the Company has not provided any tax advice to Executive
in connection with this Agreement and that Executive has been advised by the Company to seek tax advice from his own tax advisors regarding
this Agreement and payments that may be made to Executive pursuant to this Agreement, including specifically, the application of the
provisions of Section 409A of the Code to such payments.


 


Section
12.Set Off; Mitigation.


 


The Company’s
obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim,
or recoupment of amounts owed by Executive to the Company or its affiliates; provided, however, that to the extent any
amount so subject to set-off, counterclaim, or recoupment is payable in installments hereunder, such set-off, counterclaim, or recoupment
shall not modify the applicable payment date of any installment, and to the extent an obligation cannot be satisfied by reduction of
a single installment payment, any portion not satisfied shall remain an outstanding obligation of Executive and shall be applied to the
next installment only at such time the installment is otherwise payable pursuant to the specified payment schedule. Executive shall not
be required to mitigate the amount of any payment provided pursuant to this Agreement by seeking other


 




    11 


    	 



    

employment or otherwise,
and except as provided in Section 8(d)(iv) hereof, the amount of any payment provided for pursuant to this Agreement shall not be reduced
by any compensation earned as a result of Executive’s other employment or otherwise.


 


Section
13.Additional Section 409A Provisions.


 


Notwithstanding any
provision in this Agreement to the contrary—


 


(a)       Any
payment otherwise required to be made hereunder to Executive at any date as a result of the termination of Executive’s employment
shall be delayed for such period of time as may be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the Code (the “Delay
Period”). On the first business day following the expiration of the Delay Period, Executive shall be paid, in a single cash
lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence, and any remaining payments
not so delayed shall continue to be paid pursuant to the payment schedule set forth herein.


 


(b)       Each
payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.


 


(c)       To
the extent that any right to reimbursement of expenses or payment of any benefit in-kind under this Agreement constitutes nonqualified
deferred compensation (within the meaning of Section 409A of the Code), (i) any such expense reimbursement shall be made by the Company
no later than the last day of the taxable year following the taxable year in which such expense was incurred by Executive, (ii) the right
to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses
eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement
or in-kind benefits to be provided in any other taxable year; provided that the foregoing clause shall not be violated with regard
to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit
related to the period the arrangement is in effect.


 


(d)       While
the payments and benefits provided hereunder are intended to be structured in a manner to avoid the implication of any penalty taxes
under Section 409A of the Code, in no event whatsoever shall the Company or any of its affiliates (including, without limitation, the
Parent) be liable for any additional tax, interest, or penalties that may be imposed on Executive as a result of Section 409A of the
Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations
applicable to employers, if any, under Section 409A of the Code).


 


Section
14.Successors and Assigns; No Third-Party Beneficiaries.


 


(a)       The
Company. This Agreement shall inure to the benefit of the Company and its respective successors and assigns. Neither this Agreement
nor any of the rights, obligations, or interests arising hereunder may be assigned by the Company to a Person (other than another member
of the Company Group, or its or their respective successors) without Executive’s prior written consent (which shall not be unreasonably
withheld, delayed, or conditioned); provided, however, that in the event of a sale of all or substantially all of the assets
of the Company or any direct or indirect division or subsidiary thereof to which Executive’s


 




    12 


    	 



    

employment primarily
relates, the Company shall provide that this Agreement will be assigned to, and assumed by, the acquiror of such assets, it being agreed
that in such circumstances, Executive’s consent will not be required in connection therewith.


 


(b)       Executive.
Executive’s rights and obligations under this Agreement shall not be transferable by Executive by assignment or otherwise, without
the prior written consent of the Company; provided, however, that if Executive shall die, all amounts then payable to Executive
hereunder shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if
there be no such designee, to Executive’s estate.


 


(c)       No
Third-Party Beneficiaries. Except as otherwise set forth in Section 8(b) or Section 14(b) hereof, nothing expressed or referred to
in this Agreement will be construed to give any Person other than the Company, the other members of the Company Group, and Executive
(or Executive’s estate or beneficiaries, as applicable) any legal or equitable right, remedy, or claim under or with respect to
this Agreement or any provision of this Agreement.


 


Section
15.Waiver and Amendments.


 


Any waiver, alteration,
amendment, or modification of any of the terms of this Agreement shall be valid only if made in writing and signed by each of the parties
hereto; provided, however, that any such waiver, alteration, amendment, or modification must be consented to on the Company’s
behalf by the Board. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with
respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as
a continuing waiver.


 


Section
16.Severability.


 


If any covenants or
such other provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction,
(a) the remaining terms and provisions hereof shall be unimpaired, and (b) the invalid or unenforceable term or provision hereof shall
be deemed replaced by 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 hereof.


 


Section
17.Governing Law.


 


EXCEPT WHERE PREEMPTED
BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT IS GOVERNED BY AND IS TO BE CONSTRUED UNDER
THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE. WITHOUT REGARD TO CONFLICT OF LAWS
RULES. EACH PARTY TO THIS AGREEMENT ALSO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING
UNDER OR IN CONNECTION WITH THIS AGREEMENT.


 




    13 


    	 



    

Section
18.Notices.


 


(a)       Place
of Delivery. Every notice or other communication relating to this Agreement shall be in writing, and shall be mailed to or delivered
to the party for whom or which it is intended at such address as may from time to time be designated by it in a notice mailed or delivered
to the other party as herein provided; provided that unless and until some other address be so designated, all notices and communications
by Executive to the Company shall be mailed or delivered to the Company at its principal executive office, and all notices and communications
by the Company to Executive may be given to Executive personally or may be mailed to Executive at Executive’s last known residential
address, as reflected in the Company’s records.


 


(b)       Date
of Delivery. Any notice so addressed shall be deemed to be given or received (i) if delivered by hand, on the date of such delivery,
(ii) if mailed by courier or by overnight mail, on the first business day following the date of such mailing, and (iii) if mailed by
registered or certified mail, on the third business day after the date of such mailing.


 


(c)       Copies.
If notice is provided to the Company pursuant to this Section 18, a copy (which shall not constitute notice) shall be provided to:


 


Ted Angus


c/o Assetmark Financial Holdings,
Inc.


1655 Grant Street, 10th
Floor


Concord, California 94520


 


Section
19.Section Headings.


 


The headings of the
sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part thereof or
affect the meaning or interpretation of this Agreement or of any term or provision hereof.


 


Section
20.Entire Agreement.


 


Subject to Section
2(b) hereof, this Agreement, together with any exhibits attached hereto, constitutes the entire understanding and agreement of the parties
hereto regarding the employment of Executive. This Agreement supersedes all prior negotiations, discussions, correspondence, communications,
understandings, term sheets and agreements between the parties relating to the subject matter of this Agreement, but excluding the provisions
of the Indemnification Agreement entered into with the Company as of May 21, 2019 and the Other Agreements.


 


Section
21.Survival of Operative Sections.


 


The provisions of
Section 8 through Section 22 of this Agreement (together with any related definitions set forth in Section 1 hereof) shall survive the
Term to the extent necessary to give effect to the provisions thereof; provided that Section 8 shall not survive the expiration of the
Term prior to termination of Executive’s employment.


 




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Section
22.Counterparts.


 


This Agreement may
be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one
and the same instrument. The execution of this Agreement may be by actual or facsimile signature.


 


* * *


 


[Signatures to
appear on the following page.]


 




    15 


    	 



    

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


  


	 	ASSETMARK FINANCIAL HOLDINGS, INC.
	 	 
		By:	/s/
                                            Gary Zyla
	 	Name:	Gary Zyla
	 	Title:	EVP, Chief Financial Officer



 





 


 





		EXECUTIVE
	 	 
	 	/s/ Michael Kim
	 	Michael Kim



 




    [Signature Page to Michael Kim Employment Agreement]


    	 



    

[Page Intentionally
Left Blank]


 




     


    	 



    

EXHIBIT A


 


RELEASE OF CLAIMS


 


As used in this Release
of Claims (this “Release”), the term “claims” will include all claims, covenants, warranties, promises,
undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses, and liabilities,
of whatsoever kind or nature, in law, in equity, or otherwise.


 


For and in consideration
of the Severance Benefits (as defined in my Employment Agreement, dated [l], with AssetMark
Financial Holdings, Inc. (my “Employment Agreement”)), and other good and valuable consideration, I, Michael Kim,
for and on behalf of myself and my heirs, administrators, executors, and assigns, effective as of the date on which this release becomes
effective pursuant to its terms, do fully and forever release, remise, and discharge each of the Company, the Parent, and each of their
respective direct and indirect subsidiaries and affiliates, and their respective successors and assigns, together with their respective
officers, directors, partners, shareholders, employees, and agents (collectively, the “Group”), from any and all claims
whatsoever up to the date hereof that I had, may have had, or now have against the Group, whether known or unknown, for or by reason
of any matter, cause, or thing whatsoever, including any claim arising out of or attributable to my employment or the termination of
my employment with the Company, whether for tort, breach of express or implied employment contract, intentional infliction of emotional
distress, wrongful termination, unjust dismissal, defamation, libel, or slander, or under any federal, state, or local law dealing with
discrimination based on age, race, sex, national origin, handicap, religion, disability, or sexual orientation. This release of claims
includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act (“ADEA”), Title VII of
the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay
Act, the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514; Sections 748(h)(i), 922(h)(i) and 1057 of the Dodd-Frank Wall Street and
Consumer Protection Act (the “Dodd Frank Act”), 7 U.S.C. § 26(h), 15 U.S.C. § 78u-6(h)(i) and 12 U.S.C.
§ 5567(a) but excluding from this release any right I may have to receive a monetary award from the SEC as an SEC Whistleblower,
pursuant to the bounty provision under Section 922(a)-(g) of the Dodd Frank Act, 7 U.S.C. Sec. 26(a)-(g), or directly from any other
federal or state agency pursuant to a similar program each as may be amended from time to time, and all other federal, state, and local
laws, the common law, and any other purported restriction on an employer’s right to terminate the employment of employees. The
release contained herein is intended to be a general release of any and all claims to the fullest extent permissible by law.


 


I acknowledge and
agree that as of the date I execute this Release, I have no knowledge of any facts or circumstances that give rise or could give rise
to any claims under any of the laws listed in the preceding paragraph.


 


By executing this
Release, I specifically release all claims relating to my employment and its termination under ADEA, a United States federal statute
that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans. In addition, I am expressly
waiving any and all rights under Section 1542 of the Civil Code of the State of California, or any other federal or state statutory rights
or rules or principles of


 




     


    	 



    

common law or equity,
or those of any jurisdiction, government, or political subdivision similar to Section 1542 (“similar provision”) in
effect as of the signing of this Release, and as a result, may not invoke the benefits of Section 1542 or any similar provision in order
to prosecute or assert in any manner any claims that are released under this Release. Section 1542 provides as follows:


 


“A general release does
not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which
if known by him or her must have materially affected his or her settlement with the debtor.”


 


Notwithstanding any
provision of this Release to the contrary, by executing this Release, I am not releasing (i) any claims relating to my rights under Section
8 of my Employment Agreement, (ii) any claims that cannot be waived by law, or (iii) my right of indemnification as provided by, and
in accordance with the terms of, the Company’s by-laws, California law, or a Company insurance policy providing such coverage,
as any of such may be amended from time to time.


 


I expressly acknowledge
and agree that I –


 


Am able to read the
language, and understand the meaning and effect, of this Release;


 


		·	Have
                                            no physical or mental impairment of any kind that has interfered with my ability to read
                                            and understand the meaning of this Release or its terms, and that I am not acting under the
                                            influence of any medication, drug, or chemical of any type in entering into this Release;



 


		·	Am
                                            specifically agreeing to the terms of the release contained in this Release because the Company
                                            has agreed to pay me the Severance Benefits in consideration for my agreement to accept it
                                            in full settlement of all possible claims I might have or ever have had, and because of my
                                            execution of this Release;



 


		·	Acknowledge
                                            that, but for my execution of this Release, I would not be entitled to the Severance Benefits;



 


		·	Understand
                                            that, by entering into this Release, I do not waive rights or claims under ADEA that may
                                            arise after the date I execute this Release;



 


		·	Had
                                            or could have had [twenty-one (21)][forty-five (45)]1 days from the date of my
                                            termination of employment (the “Release Expiration Date”) in which to
                                            review and consider this Release, and that if I execute this



 










1        To
be selected based on whether applicable termination was “in connection with an exit incentive or other employment termination program”
(as such phrase is defined in the Age Discrimination in Employment Act of 1967).


 



    B-2 


    	 



    

Release
prior to the Release Expiration Date, I have voluntarily and knowingly waived the remainder of the review period;


 


		·	Have
                                            not relied upon any representation or statement not set forth in this Release or my Employment
                                            Agreement made by the Company or any of its representatives;



 


		·	Was
                                            advised to consult with my attorney regarding the terms and effect of this Release; and



 


		·	Have
                                            signed this Release knowingly and voluntarily.



 


I represent and warrant
that I have not previously filed, and to the maximum extent permitted by law agree that I will not file, a complaint, charge, or lawsuit
against any member of the Group regarding any of the claims released herein. If, notwithstanding this representation and warranty, I
have filed or file such a complaint, charge, or lawsuit, I agree that I shall cause such complaint, charge, or lawsuit to be dismissed
with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without
limitation the attorneys’ fees of any member of the Group against whom I have filed such a complaint, charge, or lawsuit. This
paragraph shall not apply, however, to a claim of age discrimination under ADEA or to any non-waivable right to file a charge with the
United States Equal Employment Opportunity Commission (the “EEOC”); provided, however, that if the EEOC were to pursue
any claims relating to my employment with Company, I agree that I shall not be entitled to recover any monetary damages or any other
remedies or benefits as a result and that this Release and Section 8 of my Employment Agreement will control as the exclusive remedy
and full settlement of all such claims by me.


 


I hereby agree to
waive any and all claims to re-employment with the Company or any other member of the Company Group and affirmatively agree not to seek
further employment with the Company or any other member of the Company Group.


 


Notwithstanding anything
contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven
(7) calendar days following the date of its execution by me (the “Revocation Period”), during which time I may revoke
my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company
at its principal executive office, marked for the attention of its Chief Executive Officer. To be effective, such revocation must be
received by the Company no later than 11:59 p.m. on the seventh (7th) calendar day following the execution of this Release.
Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) day following
the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during
the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Company
Group will have any obligations to pay me the Severance Benefits.


 




    B-3 


    	 



    

Notwithstanding anything
in this Release, my Employment Agreement or in any other agreement between me and any member of the Group, or in any Company code of
conduct, employee manual, confidentiality policy or similar document, I am aware that I have the right to:


 


		·	report
                                            possible violations of state or federal law or regulation that have occurred, are occurring,
                                            or are about to occur to any governmental agency or entity, or self-regulatory organization;



 


		·	cooperate
                                            voluntarily with, or respond to any inquiry from, or provide testimony before any self-regulatory
                                            organization or any other federal, state or local regulatory or law enforcement authority;



 


		·	make
                                            reports or disclosures to law enforcement or a regulatory authority without prior notice
                                            to, or authorization from, the Company; and



 


		·	respond
                                            truthfully to a valid subpoena.



 


In addition, I am
aware that:


 


		·	(i)
                                            I have the right to not be retaliated against for reporting, either internally to the Company
                                            or to any governmental agency or entity or self-regulatory organization, information which
                                            I reasonably believe relates to a possible violation of law, (ii) it is a violation of federal
                                            law to retaliate against anyone who has reported such potential misconduct either internally
                                            or to any governmental agency or entity or self-regulatory organization (retaliatory conduct
                                            includes discharge, demotion, suspension, threats, harassment, and any other manner of discrimination
                                            in the terms and conditions of employment because of any lawful act I may have performed)
                                            and (iii) it is unlawful for the Company to retaliate against me for reporting possible misconduct
                                            either internally or to any governmental agency or entity, or self-regulatory organization;



 


		·	notwithstanding
                                            anything contained in this Release or otherwise, I may, to the extent contemplated by my
                                            Confidentiality, Non- Interference, and Invention Assignment Agreement dated [l],
                                            with AssetMark Financial Holdings, Inc., disclose confidential Company information, including
                                            the existence and terms of any confidential agreements between me and the Company (including
                                            employment or severance agreements), to any governmental agency or entity or self-regulatory
                                            organization;



 


		·	the
                                            Company cannot require me to withdraw reports or filings alleging possible violations of
                                            federal, state or local law or regulation, and may not offer me any kind of inducement, including
                                            payment, to do so;



 


		·	my
                                            rights and remedies as a whistleblower protected under applicable whistleblower laws, including
                                            a monetary award, if any, may not be



 




    B-4 


    	 



    

waived by
any agreement, policy, form, or condition of employment, including by a predispute arbitration agreement; and


 


		·	even
                                            if I have participated in a possible violation of law, I may be eligible to participate in
                                            the confidentiality and retaliation protections afforded under applicable whistleblower laws,
                                            and may also be eligible to receive an award under such laws.



 


The provisions of
this Release shall be binding upon my heirs, executors, administrators, legal personal representatives, and assigns. If any provision
of this Release shall be held by any court of competent jurisdiction to be illegal, void, or unenforceable, such provision shall be of
no force or effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the
enforceability of any other provision of this Release.


 


EXCEPT WHERE PREEMPTED
BY FEDERAL LAW, THE VALIDITY, INTERPRETATION, CONSTRUCTION, AND PERFORMANCE OF THIS RELEASE IS GOVERNED BY AND IS TO BE CONSTRUED UNDER
THE LAWS OF THE STATE OF COLORADO APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO CONFLICT OF LAWS
RULES. FURTHER, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH
THIS RELEASE.


 




    B-5 


    	 



    

Capitalized terms
used, but not defined herein, shall have the meanings ascribed to such terms in my Employment Agreement.


 


 


	 	/s/ [l]
		[l]
	 	Date: [l]



 




    B-6 


    	 



    

[Page Intentionally
Left Blank]


 




     


    	 



    

EXHIBIT B


 


LIST OF IPO RSAs


 


	Parties to Share Restriction
    Agreement	Date
    	Number
    of IPO RSAs Granted
	AssetMark
    Holdings LLC, AssetMark Financial Holdings, Inc. and Michael Kim	July
    17, 2019	357,020