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EXHIBIT 10.14
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TRANSITION SERVICES AGREEMENT
BY
AND BETWEEN
PENSON WORLDWIDE, INC.
AND
SAMCO HOLDINGS, INC.
DATED ____________, 2006
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TRANSITION SERVICES AGREEMENT
This Transition Services Agreement (the "Agreement") is entered
into
as of _________________, 2006 by and between SAMCO Holdings, Inc.,
a Texas
corporation ("SHI") and Penson Worldwide, Inc. ("PWI"), a Delaware
corporation.
RECITALS:
A. SHI is the parent company of SAMCO Capital Markets, Inc.
("SCMI"),
SAMCO BD LLC ("SBD"), SAMCO Financial Advisors, Inc ("SFAI") and
SAMCO Financial
Services, Inc. ("SFSI", and collectively with SHI, SCMI, SBD and
SFAI, the
"SAMCO Companies").
B. PWI is the parent of a group of companies including Penson
Financial Services, Inc ("PFSI" and collectively with PWI and its
other
subsidiaries, the "Penson Group").
C. In preparation for the initial public offering of PWI stock
(the
"IPO"), PWI and certain of its subsidiaries determined to
reorganize certain of
their non-core business operations pursuant to that certain SAMCO
Reorganization
Agreement (the "Reorganization Agreement"), of even date herewith,
among PWI,
SHI, SCMI and certain other members of the Penson Group.
Capitalized terms not
defined herein shall have the meaning provided in the
Reorganization Agreement.
D. As an independent group newly-formed pursuant to the
Reorganization
Agreement, the SAMCO Companies do not yet have a full complement of
management,
administrative and other services to replace those previously
available to them
as subsidiaries of PWI.
E. In order to support the operations of the SAMCO Companies
following
the closing of the reorganization (the "Closing"), the parties are
entering into
this Agreement, pursuant to which PWI will provide, or cause to be
provided,
certain services that were provided by the Penson Group to the
SAMCO Companies
or the SCM Business prior to the Closing.
G. The parties also propose to enter into certain subleases
(the
"Lease Agreements") pursuant to which members of the Penson Group
will sublease
certain premises occupied by the SCM Business prior to the
Closing.
NOW, THEREFORE, in furtherance of the foregoing premises and in
consideration of the mutual covenants and obligations set forth in
the
Reorganization Agreement and hereinafter, the parties hereto,
intending to be
legally bound hereby, do agree as follows:
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1.
EFFECTIVE
DATE.
This Agreement shall become effective immediately upon the Closing
and
prior to the S-1 Registration Statement in respect of PWI's IPO
becoming
effective.
2.
SERVICES TO BE
PROVIDED BY PWI.
2.1 List of Services. Subject to the terms and conditions of
this
Agreement, PWI shall provide, or procure the provision, to the
SAMCO Companies
of the services listed in the Schedules hereto (each a "Service"
and
collectively, the "Services") for the periods set forth in the
applicable part
of the Schedule therefor (as such Schedules may be revised in
accordance with
Section 3 below).
3.
TERMS OF
SERVICE.
3.1 Amendment of Schedules. The attached Schedules of Services
are
subject to change with the parties' mutual written consent.
3.2 Additional Services. Should SAMCO Companies after the
Closing
identify additional services which are necessary to the operation
of SAMCO
Companies, SAMCO Companies may request the addition of such
services to the
Schedules. PWI shall consider any such request in good faith and
may, in its
sole discretion, agree to the addition of such services. Any such
additional
services shall be provided on the basis of the terms mutually
agreed by the
parties.
3.3 Provider of Services. PWI agrees that it will provide, or cause
to
be provided, the Services called for by this Agreement. In its sole
discretion
PWI may cause other members of the Penson Group or third party
contractors to
perform any or all of the Services. References to "PWI" in this
Agreement in the
context of the provision of Services shall be deemed to include
such other
persons to the extent they are providing the Services.
3.4 Cooperation and Access. Each party agrees to cooperate as
reasonably requested by the other party in order to effectuate the
provision of
the Services. SAMCO Companies shall provide PWI's employees, agents
and
contractors with access to and accommodations within SAMCO
Companies' facilities
as may be reasonably appropriate to enable PWI, its employees,
agents and
contractors to perform the Services.
4.
PERFORMANCE OF
SERVICES.
4.1 PWI will provide the Services hereunder in a manner
consistent
with past practice for the provision of such Services to the SAMCO
Companies and
SCM Business prior to the Closing.
4.2 In no event shall PWI, or any other member of the Penson Group,
in
providing the Services hereunder be obligated to (i) hire any
additional
employees, (ii) maintain the employment of any specific employees,
(iii)
maintain any specific level of staffing, or (iv) purchase, lease or
license any
additional equipment, software or assets. SAMCO Companies
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shall be responsible for providing PWI with reasonable advance
notice of its
requirements for Services and for liaising with PWI for the
provision thereof.
4.3 Except as otherwise expressly set forth herein, PWI PROVIDES
ALL
SERVICES AND LICENSES ALL SOFTWARE "AS IS," WITHOUT ANY WARRANTY OF
ANY KIND.
PWI EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES RELATED TO THE
SERVICES AND
SOFTWARE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT THERETO.
5.
INDEMNIFICATION.
5.1 PWI hereby agrees at its own expense to indemnify, defend and
hold
harmless SAMCO Companies, their directors, officers, employees, and
agents from
and against any and all loss, cost, liability or expense (including
reasonable
costs and fees of legal counsel) (collectively "Losses") arising
out of, or in
connection with a breach by PWI of this Agreement in the provision
of the
Services, to the extent such Losses are caused by the gross
negligence or
willful misconduct of PWI, its employees, agents or independent
contractors.
5.2 Each of the SAMCO Companies hereby agrees at its own expense
to
indemnify, defend and hold harmless PWI, any other member of the
Penson Group
providing Services and any of their respective directors, officers,
employees,
agents and independent contractors, from and against any and all
Losses arising
out of, or in connection with the provision of Services hereunder
(except to the
extent covered by the indemnity from PWI in Section 5.1 above).
6.
TERM AND
TERMINATION.
6.1 The term of this Agreement shall begin on the Closing Date
and
shall continue until December 31, 2008 (the "Initial Term"), unless
earlier
terminated by mutual agreement or as otherwise provided in this
Agreement. At
the end of the Initial Term (or if applicable a renewal period),
this Agreement
shall automatically renew for an additional one (1) year period
unless either
party gives written notice of termination to the other at least 30
days prior to
the end of the Initial Term, or the end of any additional one year
renewal
period, as applicable.
6.2 Subject to the provisions of the Schedules, the SAMCO
Companies
may terminate all or any Services provided pursuant to this
Agreement on thirty
(30) days prior written notice to PWI; provided that to the extent
any Services
are expressed to be provided as a package in any Schedule, any such
termination
must be as to the full package of Services not individual Services
within the
package. SAMCO Companies shall no longer be obligated to pay PWI
the fee
attributable to such cancelled Services following the effective
termination date
of such Services. SAMCO Companies shall be liable for any
outstanding purchase
orders placed with third parties or other out of pocket costs
incurred by PWI on
any SAMCO Company's behalf prior to PWI's receipt of the aforesaid
written
notice of termination.
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