Exhibit 4.3

Envestnet, Inc.

Envestnet, Inc. Management Incentive Plan for Envestnet | Tamarac Management Employees

SECTION 1

GENERAL

1.1 Purpose. Effective as of, and conditioned upon, the Closing (the “Effective Date”), Envestnet, Inc., a Delaware corporation (the “Company”), hereby establishes the Envestnet, Inc. Management Incentive Plan for Envestnet | Tamarac Management Employees (the “Plan”) to:

and thereby to promote the long-term financial interest of the Company and the Related Companies, including the growth in value of the Company’s equity and enhancement of long-term stockholder return.

It is intended that all Awards granted under the Plan shall constitute “employee inducement awards” within the meaning of NYSE Rule 303A.08 and shall not require shareholder approval pursuant to the foregoing Rule.

1.2 Defined Terms. The meaning of capitalized terms used in the Plan are set forth in Section 7 to the extent not defined elsewhere in the Plan.

1.3 Participation. For purposes of the Plan, the term “Participant” means any of those individuals listed on Exhibit A hereto who are employed by the Company, or a Related Company immediately following the Closing.

SECTION 2

TARGET REVENUE INCENTIVE AWARDS

2.1 Definitions.

2.2 Target Revenue Incentive Awards. The Company shall issue to each Participant on May 1, 2012 such Participant’s allocation (determined as set forth in Subsection 2.3 below) of the Total Revenue Target Shares. The Total Revenue Target Shares that are issued to a Participant pursuant to this Subsection 2.2 shall be subject to the restrictions set forth herein. The Total Revenue Target Shares issued to a Participant shall be deemed “earned” by a Participant in accordance with the methodology set forth below; provided, however, that any Total Revenue Target Shares that are earned by a Participant for a performance period shall be further subject to a two- (2-) year vesting period as further set forth in this Subsection 2.2. The number of the Total Revenue Target Shares that may be earned for each applicable twelve- (12-) month period ending on the March 31 of each of years 2013, 2014 and 2015 shall be determined prior to the next following May 15 of the applicable year as follows: if the Annual Revenues for the applicable twelve- (12-) month period ending March 31 equal or exceed the Subsection 2.2 Percentage of the Target Annual Revenues for such period, the number of the Total Revenue Target Shares that are earned for such twelve- (12-) month period shall be equal to:

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In no event shall the number of shares of Stock that may be earned exceed the aggregate Total Revenue Target Shares issued and allocated on May 1, 2012. By way of example, if, prior to May 15, 2015, all of the Total Revenue Target Shares issued pursuant to this Subsection 2.2 have been earned, regardless of whether Annual Revenues for the twelve (12) months ending March 31, 2015 equal or exceed the Subsection 2.2 Percentage of the Target Annual Revenues for such twelve- (12-) month period, no shares of Stock shall be earned with respect to the twelve (12) months ending March 31, 2015 and no additional shares of Stock shall be issued with respect to such period. Notwithstanding any provision herein to the contrary, no shares of Stock shall be earned or earnable pursuant to this Section 2 for any twelve- (12-) month period ending after March 31, 2015. Any Total Target Revenue Shares that have not been earned pursuant to this Subsection 2.2 shall be forfeited. All shares of Stock issued pursuant to this Subsection 2.2 shall be (x) subject to all applicable tax withholdings, and (y) if earned, subject to a two- (2-) year vesting period (from the applicable March 31 date with respect to which the shares are earned), except as otherwise provided herein. For the avoidance of doubt, if the Annual Revenues during any applicable measurement period is less than the Subsection 2.2 Percentage of the Target Annual Revenues, then no shares of Stock shall be earned under this Subsection 2.2 by any Participant with respect to such applicable twelve- (12-) month period. Notwithstanding any provision herein, in the event that a Participant is terminated by the Company or a Related Company for Cause or voluntarily terminates his or her employment with the Company or a Related Company (other than for Good Reason), the Participant shall forfeit any shares of Stock that are unearned or that are earned and unvested as of his or her termination date. If the Company terminates a Participant without Cause, if a Participant leaves or resigns for Good Reason, or if a Participant dies or becomes Incapacitated, in any such event prior to the date on which the number of Total Revenue Target Shares that are earned for any twelve- (12-) month period is determined, then the Participant shall earn the applicable number (if any) of shares of Stock with respect to such twelve- (12-) month period as if he or she were an active employee of the Company or a Related Company on such determination date, and (I) such earned shares of Stock shall be fully vested on such determination date, and (II) any shares of Stock that were earned with respect to prior twelve- (12-) month periods that are unvested shall be fully vested on his or her termination date.

2.3 Allocation of Stock. All shares of Stock issued pursuant to this Section 2 shall be allocated among the Participants as determined by the Committee (in its sole discretion, but after consultation with Stuart DePina, if he is employed by the Company or a Related Company at such time). If a Participant is terminated for Cause, or voluntarily terminates his or her employment (other than for Good Reason), then the Committee (in its sole discretion, but after consultation with Stuart DePina, if he is employed by the Company or a Related Company at

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such time) shall reallocate any shares of Stock that have been forfeited by such Participant among one or more of the Participants who remain employed, such that, at any given time, all issued Total Revenue Target Shares are fully allocated.

2.4 Reservation of Rights; Disclaimer. Nothing in this Section 2 is intended to or shall (i) limit the Company’s right to operate the business of Tamarac in a commercially reasonable manner at any time, or (ii) limit the Company from improving or modifying any aspect of the business of Tamarac in the exercise of its reasonable business judgment; provided, that the Company shall use commercially reasonable efforts to ensure that the business of Tamarac can support the operating expenses reflected in the Business Plan and Budget. For the avoidance of doubt, the right to payment under this Section 2 is a contract right and shall not give rise to any rights or duties (including fiduciary duties), express or implied, other than those expressly set forth herein.

SECTION 3

PARTICIPANT INVESTMENT AT EFFECTIVE TIME

3.1 Definitions.

3.2 Purchase and Issuance. As of the Effective Date, (i) the portion of the Change of Control Payment Amount payable by the Company to each Participant pursuant to the Merger Agreement shall be offset by the Purchase Amount applicable to such Participant, and (ii) the Company shall (on account of such offset) issue to such Participant shares of Stock in an amount equal to (a) the Purchase Amount divided by (b) the product of 0.95 multiplied by the Market Price.

3.3 Restrictions on Shares. All shares of Stock issued pursuant to this Section 3 shall be subject to the following restrictions: (i) such shares cannot be sold or otherwise transferred by such individual to any Person for a period of two (2) years following the Effective Date (and shall be subject to any rules and regulations generally applicable to the Company employees with respect to sales or transfers thereof); and (ii) if, prior to the date that is two (2) years after the Effective Date, such individual’s employment with the Company, or a Related Company is terminated for Cause, or if such individual terminates his or her employment with the Company or a Related Company, such individual shall be required to pay the Company, within thirty (30) days of such termination, an amount equal to (x) 0.05 multiplied by (y) the Market Price for each share issued pursuant to this Section 3.

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3.4 Options. On the Effective Date the Company shall issue to each Participant an option agreement substantially in the form attached hereto as Exhibit D hereto (each, an “Option”), which Option shall be exercisable into a number of shares of Stock equal to the number of shares of Stock issued to such Participant pursuant to Subsection 3.2. Any such Participant who is terminated by the Company or a Related Company without Cause, or who leaves or resigns for Good Reason, or who dies or becomes Incapacitated, in any such event prior to such Participant’s exercise of such Option, shall have six (6) months from the date of such event to exercise the vested portion of his or her Option (including, without limitation, that portion of his or her Option with respect to which vesting may accelerate upon any such event). All options issued under the Plan are intended to constitute “nonqualified stock Options”. Except for either adjustments pursuant to Section 4.3 (relating to the adjustment of shares), or reductions of the exercise price approved by the Company’s stockholders, the exercise price for any outstanding Option may not be decreased after the date of grant nor may an outstanding Option granted under the Plan be surrendered to the Company as consideration for the grant of a replacement Option with a lower exercise price. In addition, no repricing of an Option shall be permitted without the approval of the Company’s stockholders if such approval is required under the rules of any stock exchange on which Stock is listed.

SECTION 4

OPERATION AND ADMINISTRATION

4.1 Effective Date. The Plan will be effective as the Effective Date. The Plan shall be unlimited in duration and, in the event of Plan termination, shall remain in effect as long as any shares of Stock awarded under it are outstanding and not fully vested.

4.2 Stock and Other Amounts Subject to the Plan. The shares of Stock for which Awards may be granted under the Plan shall be subject to the following:

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4.3 Adjustments to Shares. In the event of a corporate transaction involving the Company, the Committee shall adjust Awards when an equitable adjustment is required to preserve the benefits or potential benefits of the Awards and the Committee may adjust awards in other situations (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, sale of assets or subsidiaries, combination or exchange of shares). Action by the Committee may include, in its sole discretion: (a) adjustment of the number and kind of shares which may be delivered under the Plan; (b) adjustment of the number and kind of shares subject to outstanding Awards; (c) adjustment of the exercise price of outstanding Options; and (d) any other adjustments that the Committee determines to be equitable (which may include, without limitation, (i) replacement of Awards with other Awards which the Committee determines have comparable value and which are based on stock of a company resulting from the transaction, and (ii) cancellation of the Award in return for cash payment of the current value of the Award, determined as though the Award were fully vested at the time of payment, provided that in the case of an Option, the amount of such payment may be the excess of value of the shares of Stock subject to the Option at the time of the transaction over the exercise price).

4.4 Limit on Distribution. Distribution of shares of Stock or other amounts under the Plan shall be subject to the following:

4.5 Withholding. All Awards and other payments under the Plan are subject to withholding of all applicable taxes, which withholding obligations may be satisfied, with the consent of the Committee, through the surrender of shares of Stock which the Participant already owns or to which a Participant is otherwise entitled under the Plan; provided, however,

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previously owned shares of Stock that have been held by the Participant or shares of Stock to which the Participant is entitled under the Plan may only be used to satisfy the minimum tax withholding required by applicable law (or other rates that will not have a negative accounting impact).

4.6 Transferability. Awards under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution or, to the extent provided by the Committee, pursuant to a qualified domestic relations order (within the meaning of the Code and applicable rules thereunder). Subject to the terms of the Options, to the extent that the Participant who receives an Award under the Plan has the right to exercise such Award, the Award may be exercised during the lifetime of the Participant only by the Participant. Notwithstanding the foregoing provisions of this Subsection 4.6, the Committee may permit Awards under the Plan to be transferred to or for the benefit of the Participant’s family (including, without limitation, to a trust or partnership for the benefit of a Participant’s family), subject to such procedures as the Committee may establish.

4.7 Notices. Any notice or document required to be filed with the Committee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Committee, in care of the Company or the Related Company, as applicable, at its principal executive offices. The Committee may, by advance written notice to affected persons, revise such notice procedure from time to time. Any notice required under the Plan (other than a notice of election) may be waived by the person entitled to notice.

4.8 Form and Time of Elections. Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification or revocation thereof, shall be in writing filed with the applicable Committee at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall require.

4.9 Limitation of Implied Rights.

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4.10 Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

4.11 Action by the Company or Related Company. Any action required or permitted to be taken by the Company or any Related Company shall be by resolution of its board of directors, as applicable, or by action of one or more members of the board (including a committee of the board) who are duly authorized to act for the board or (except to the extent prohibited by applicable law or the rules of any stock exchange) by a duly authorized officer of the Company.

4.12 Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.

4.13 Applicable Law. The provisions of the Plan shall be construed in accordance with the laws of the State of Delaware, without giving effect to choice of law principles.

SECTION 5

COMMITTEE

5.1 Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Compensation Committee of the Board (the “Committee”) unless otherwise provided by the Board. If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.

5.2 Selection of Committee. So long as the Company is subject to Section 16 of the Exchange Act, the Committee shall be selected by the Board and shall consist of not fewer than two members of the Board or such greater number as may be required for compliance with Rule 16b-3 issued under the Exchange Act and shall be comprised of persons who are independent for purposes of applicable stock exchange listing requirements.

5.3 Powers of Committee. The authority to manage and control the operation and administration of the Plan shall be vested in the Committee, subject to the following:

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Without limiting the generality of the foregoing, it is the intention of the Company that, to the extent that any provisions of this Plan or any Awards granted hereunder are subject to section 409A of the Code, the Plan and the Awards comply with the requirements of section 409A of the Code and that the Plan and Awards be administered in accordance with such requirements and the Committee shall have the authority to amend any outstanding Awards to conform to the requirements of section 409A.

5.4 Delegation by Committee. Except to the extent prohibited by applicable law or the rules of any stock exchange or NYSE (if appropriate), the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

5.5 Information to be Furnished to Committee. The Company and the Related Companies shall furnish the Committee such data and information as may be required for it to discharge its duties. The records of the Company and the Related Companies as to an employee’s or Participant’s employment or provision of services, termination of employment or cessation of the provision of services, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee consider desirable to carry out the terms of the Plan.

5.6 Liability and Indemnification of Committee. No member or authorized delegate of the Committee shall be liable to any person for any action taken or omitted in connection with the administration of the Plan unless attributable to his own fraud or willful misconduct; nor shall the Company or any Related Company be liable to any person for any such action unless attributable to fraud or willful misconduct on the part of a director or employee of the Company or a Related Company. The Committee, the individual members thereof, and persons acting as the authorized delegates of the Committee under the Plan, shall be indemnified by the Company against any and all liabilities, losses, costs and expenses (including legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Committee or its members or authorized delegates by reason of the performance of a Committee function if the Committee or its members or authorized delegates did not act dishonestly or in willful violation of the law or regulation under which such liability, loss, cost or expense arises. This indemnification shall not duplicate but may supplement any coverage available under any applicable insurance.

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SECTION 6

AMENDMENT AND TERMINATION

The Board may, at any time, amend or terminate the Plan, and the Board or the Committee may amend any Award Agreement, provided that no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected Beneficiary), adversely affect the rights of any Participant or Beneficiary under any Award granted under the Plan prior to the date such amendment is adopted by the Board (or the Committee, if applicable); and further provided that adjustments pursuant to Section 4.3 shall not be subject to the foregoing limitations of this Section 6; and further provided that the provisions of Section 3.4(b) (relating to Option repricing) cannot be amended unless the amendment is approved by the Company’s stockholders. It is the intention of the Company that, to the extent that any provisions of this Plan or any Awards granted hereunder are subject to section 409A of the Code, the Plan and the Awards comply with the requirements of section 409A of the Code and that the Board shall have the authority to amend the Plan as it deems necessary to conform to section 409A.

SECTION 7

GENERAL DEFINED TERMS

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SECTION 8

Notwithstanding any other provision of the Plan to the contrary, to the extent that any Award under the Plan (or any payment or benefit under any Award) is subject to section 409A of the Code, the following shall apply unless otherwise provided in an employment agreement or offer letter:

All Awards under the Plan which are subject to section 409A of the Code are intended to comply with section 409A of the Code and will be interpreted and administered accordingly.

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