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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
e
