Future Obligations. (a) Employee will not voluntarily assist any party engaged in current or future litigation or arbitration involving the Company, by furnishing information, declarations, affidavits, statements, letters, oral assistance, documents, or depositions. Employee, however, may respond to a valid and legally enforceable subpoena or other discovery request, provided that such subpoena or discovery request also has been served on the Company. Nothing in any code, agreement, manual or in any other policies, procedures or agreements of the Company shall prohibit or restrict Employee or Employee’s counsel from providing information in connection with: (i) any disclosure of information required by law or legal process; (ii) reporting possible violations of federal or state law or regulation to any governmental agency, commission or entity, including but not limited to, the Department of Justice, the Commodities Futures Trading Commission, the Securities and Exchange Commission, the Department of Labor, the Congress, any state Attorney General, self-regulatory organization and any agency Inspector General (collectively “Government Agencies”) (iii) filing a charge or complaint with Government Agencies; (iv) making disclosures that are protected under the whistleblower provisions of federal or state law or regulation (collectively the “Whistleblower Statutes”); or (v) from initiating communications directly with, responding to any inquiry from, volunteering information to, testifying or otherwise participating in or assisting in any inquiry, investigation or proceeding brought by Government Agencies in connection with (i) through (v). You are not required to advise or seek permission from the Company before engaging in any activity set forth in (i) through (v). Further, the Company does not in any manner limit your right to receive an award from Government Agencies for information provided to Government Agencies or pursuant to the Whistleblower Statutes. (b) If any subpoena or discovery request is served on Employee, Employee agrees to notify the Company of such a subpoena or discovery request, so that the Company may challenge its validity, at the Company’s expense. If such a challenge is not successful and a court or arbitrator rules that a valid subpoena or discovery request has been served, and Employee is required to provide information, Employee agrees to provide truthful information or testimony. If thereafter required by judicial process to provide testimony or other discovery, Employee agrees that he will not object to a representative of the Company being present for such testimony, or being served with all responses to discovery, if not otherwise prohibited by the court or arbitrator having jurisdiction. (c) Upon reasonable notice and based on Employee’s reasonable availability, Employee also agrees to meet with counsel for the Company or Company representative to gather information in connection with any current or future investigation, lawsuit or arbitration in which Employee is asked to participate, and to prepare for any deposition, or any other form of testimony sought from Employee in connection therewith. (d) Employee agrees that (i) Employee will comply with Employee’s obligations with respect to Confidential Information; and (ii) Employee will comply with the restrictive covenants (including Employee’s non-interference and non-solicitation obligations) as set forth in the Employment Letter, At Will Agreement, the Virtu Award Documents or any other agreement to which the Employee and the Company are parties. Employee acknowledges that if Employee does fail to comply with the terms thereof the Company may, in addition to exercising any other remedies available to it under the Agreement or otherwise in contract or at law, immediately cease paying the Consideration and shall be entitled to a full recovery of any and all installments of the Consideration previously paid.
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Future Obligations. (a) Employee will not voluntarily assist any party engaged in current or future litigation or arbitration involving the Company, by furnishing information, declarations, affidavits, statements, letters, oral assistance, documents, or depositions. Employee, however, may respond to a valid and legally enforceable subpoena or other discovery request, provided that such subpoena or discovery request also has been served on the Company. Nothing in any code, agreement, manual or in any other policies, procedures or agreements of the Company shall prohibit or restrict Employee or Employee’s counsel from providing information in connection with: (i) any disclosure of information required by law or legal process; (ii) reporting possible violations of federal or state law or regulation to any governmental agency, commission or entity, including but not limited to, the Department of Justice, the Commodities Futures Trading Commission, the Securities and Exchange Commission, the Department of Labor, the Congress, any state Attorney General, self-regulatory organization and any agency Inspector General (collectively “Government Agencies”) (iii) filing a charge or complaint with Government Agencies; (iv) making disclosures that are protected under the whistleblower provisions of federal or state law or regulation (collectively the “Whistleblower Statutes”); or (v) from initiating communications directly with, responding to any inquiry from, volunteering information to, testifying or otherwise participating in or assisting in any inquiry, investigation or proceeding brought by Government Agencies in connection with (i) through (v). You are Employee is not required to advise or seek permission from the Company before engaging in any activity set forth in (i) through (v). Further, the Company does not in any manner limit your Employee’s right to receive an award from Government Agencies for information provided to Government Agencies or pursuant to the Whistleblower Statutes.
(b) If any subpoena or discovery request is served on Employee, Employee agrees to notify the Company of such a subpoena or discovery request, so that the Company may challenge its validity, at the Company’s expense. If such a challenge is not successful and a court or arbitrator rules that a valid subpoena or discovery request has been served, and Employee is required to provide information, Employee agrees to provide truthful information or testimony. If thereafter required by judicial process to provide testimony or other discovery, Employee agrees that he will not object to a representative of the Company being present for such testimony, or being served with all responses to discovery, if not otherwise prohibited by the court or arbitrator having jurisdiction.
(c) Upon reasonable notice and based on Employee’s reasonable availability, Employee also agrees to meet with counsel for the Company or Company representative to gather information in connection with any current or future investigation, lawsuit or arbitration in which Employee is asked to participate, and to prepare for any deposition, or any other form of testimony sought from Employee in connection therewith.
(d) Employee agrees that (i) Employee will comply with Employee’s obligations with respect to Confidential Information; and (ii) Employee will comply with the restrictive covenants (including Employee’s non-competition, non-interference and non-solicitation obligations) as set forth in the Employment Letter, At Will Agreement, the Virtu Award Documents or any other agreement to which the Employee and the Company are parties. Employee acknowledges that if Employee does fail to comply with the terms thereof the Company may, in addition to exercising any other remedies available to it under the Agreement or otherwise in contract or at law, immediately cease paying the Consideration and shall be entitled to a full recovery of any and all installments of the Consideration previously paid. Further, in the event that Employee is in breach of Section 9.04 of the Employee Holdco Operating Agreement, which, pursuant to the terms thereof, continues in full force for the period ending on the third anniversary of the Termination Date, the Company may exercise the call right specified in Section 9.05 of the Employee Holdco Operating Agreement by delivering a Call Notice (as defined in the Employee Holdco Operating Agreement) and otherwise exercise its rights on the terms set forth therein notwithstanding that more than sixty (60) calendar days may have elapsed since the Termination Date. For the avoidance of doubt, in the case of such a breach of Section 9.04 of the Employee Holdco Operating Agreement, the Call Price in respect of any Call Notice shall be no or nominal consideration as determined in the Company’s sole discretion.
(e) With respect to any Exchange Election delivered to the Company by Employee in accordance with Section 8.02 of the Employee Holdco Operating Agreement in response to which the Company is obligated to distribute shares of Class A Common Stock pursuant to the Exchange Agreement (as defined therein) and subject to the terms of the applicable Employee Equity Letter and the terms of this Agreement, the Company shall deliver instructions to its transfer agent and take all other reasonable steps to effect the issuance of such shares of Class A Common Stock within five (5) days of Employee’s delivery of an Exchange Election. Notwithstanding the foregoing, the Company’s obligation to adhere to the timing obligation set forth herein shall be limited to one Exchange Election per calendar month.
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