EX-10.28



 Exhibit 10.28 
 April 9, 2013 
 VIA EMAIL 

Mr. James Lee 
 OFFER OF EMPLOYMENT WITH
LIQUID HOLDINGS GROUP, LLC 
 I am pleased to confirm our offer to you for the position of Chief Administrative Officer for Liquid Holdings
Group, LLC and its affiliated entities (together “LIQUID”) starting May 1, 2013 (the “Effective Date”) and ending April 30, 2015. LIQUID will pay you an annual salary of $300,000, paid in accordance with LIQUID’s
current payroll practices. 
 Additional Compensation Terms Are As Follows: 

 

	 	1.	LIQUID will pay you a guaranteed bonus of $100,000 for your first full year of employment, payable in three equal installments (“First Year Bonus”). The final
installment of the First Year Bonus will be paid in accordance with the standard end of year Bonus payments for LIQUID employees. 

  

	 	2.	As soon as practical following the Effective Date, LIQUID will award to you stock options with a grant date Black-Scholes value of $500,000 in accordance with the
provisions of LIQUID’s 2012 Stock Incentive Plan (herein the “Plan”), attached to this Letter, and the terms of grant established by the Human Resources and Compensation Committee of the Board of Directors at the time of grant.


 In the position of Chief Administrative Officer you will report to the CEO of LIQUID. You will also become part of
LIQUID’s Management Executive Committee, and will be invited to participate in significant business planning decisions within that Committee’s mandate. 
 You will be eligible to participate in LIQUID’s equity incentive program, as governed by the provisions of that program, which is administered by the Human Resources and Compensation Committee of the
Board of Governors under the rules and procedures approved by the Committee. 
 You will also be eligible to participate in employee benefit
plans available to all LIQUID officers and employees. Current LIQUID benefits include fully-paid comprehensive health insurance. As additional benefit plans are offered to employees, you will be eligible to participate. 

You will be eligible for 20 vacation days per year accrued in accordance with LIQUID’s standard practice. During your first year of employment, you
will be permitted to use vacation days in advance of their accrual, with appropriate notice and approval by me. 







 Termination of your employment with LIQUID, other than “for cause,” shall be governed by the
following: 
  

	 	1.	Should your employment be involuntarily terminated for reasons other than “for cause” within the first two (2) years of employment with LIQUID, you will
receive nine (9) months of base salary. 

  

	 	2.	Additionally, should your employment be involuntarily terminated for reasons other than “for cause” within the first two (2) years of employment with
LIQUID, LIQUID will accelerate the vesting of the next unvested tranche of any stock options or RSU’s subject to the Plan that would otherwise vest but for the termination of employment. For the avoidance of doubt, if involuntary termination
occurs at 18 months following the Effective Date, and 67% of outstanding options and RSU’s subject to the Plan have not yet been vested, the next 33% of such stock options and RSU’s subject to the Plan will vest upon termination and your
execution of all appropriate releases. 

  

	 	3.	Should your employment be involuntarily terminated for reasons other than “for cause” after the end of the first two (2) years of employment with LIQUID,
you will receive one full year of base salary. 

  

	 	4.	Any payments due upon a separation from service will be made within 90 days of the effective date of termination. However, if you are deemed on the date of termination
to be a “specified employee” within the meaning of that term under Internal Revenue Code section 409(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code
Section 409A payable on account of a “separation of service,” such payment shall be made or provided at the date which is the earlier of (i) the expiration of the (6)-month period measured from the date of such “separation
from service,” and (ii) the date of your death, to the extent required under Code Section 409A. 

 The term
“for cause” shall mean your conviction of (or a plea of nolo contendere to) a felony of any kind or a crime involving moral turpitude or your willful commission of acts of dishonesty, misappropriation, gross neglect (other than as a
result of physical or mental illness), fraud, or deceit in connection with your position. There will be no severance in the event of termination “for cause.” 
 Additionally, at any point during the length of your employment with LIQUID, should a “change of control” occur at LIQUID, and the change of control results in your involuntary termination, any
unvested outstanding stock options or RSU’s under the Plan that you have been awarded will vest. For purposes herein, change of control will mean a change of ownership of the majority of all classes of equity of LIQUID, but under no
circumstances will an IPO be considered a change of control. 
 In the event you voluntarily terminate your employment with LIQUID for
“Good Reason,” you must provide valid Notice of Good Reason within 60 days of the occurrence of the event giving rise to the Good Reason claim. Good Reason is herein defined as (1) material diminution of responsibilities;
(2) material reduction in base pay; (3) material breach of your offer letter by company; and (4) geographic relocation of more than 50 miles. Following the provision of such notice, LIQUID has thirty (30) days to cure any or all
reasons giving rise to the Good Reason. If, at the end of the thirty day cure period, the circumstances that constitute Good Reason have not been remedied, you will be entitled to terminate your employment for Good Reason during the twenty (20)-day
period that follows the end of the cure period. If you do not terminate your employment during such 20-day period, you shall not be permitted to terminate your employment for Good Reason as a result of the events in question. 

Your principal place of work shall be located at LIQUID’s New York office at 800 Third Avenue. As your responsibilities may involve travel, your
accommodations, airfare, and travel expenses will be subject to the LIQUID travel policy for employees who are similarly situated. 







 Please be advised that any changes or amendments to LIQUID’s policies, procedures, benefits and
compensation program, as well as the corporate or departmental organization, will apply to you as they will to all LIQUID employees. 
 This
offer is contingent upon acceptable routine background and reference checks. 
 All LIQUID employees are subject to policies as defined in the
LIQUID Employee Handbook. In addition, you will be required to execute Non-Compete, Confidentiality, and Intellectual Property Assignment agreements similar to those of other LIQUID executives. 

If you have any questions regarding this offer or the terms and conditions of employment, please call me at 212-293-2693. If the terms and conditions of
this offer of employment are acceptable, please sign and date this letter, and return it to me via email. Please bring the executed copy with you on first day of employment. 
 Welcome to LIQUID. We believe you will find the work to be both challenging and personally rewarding, and I look forward to the contributions you will make toward achieving the goals of LIQUID.

  

			
	SIGNATURE PAGE
	
	Best regards,
	
	 /s/ Brian M. Storms

	
	Brian Storms
	Chief Executive Officer
	
	AGREED AND ACCEPTED:
		
	By:	 	 /s/ James Lee

		
	Date:	 	 2 May 2013