exhibit1037.htm


    
      

      

    

     

    
      	 	
              EXHIBIT
                10.37

            


    

     

    MATLINPATTERSON

     

     

    MatlinPatterson
      Global Advisers LLC520 Madison Avenue

    New
      York, NY 10022-4213

     

     

    April
      27,
      2007

     

    C.
      Brian
      Coad

    Chief
      Financial Officer

    1374
      Rowe
      Road

    Niskayuna,
      NY 12309

     

    Re:
      Founding Employee Partners

     

    Dear
      Mr.
      Coad:

     

        As
      you know,
      MatlinPatterson and Lee Fensterstock have made a proposal to the Board of
      Directors of First Albany to create a new Middle Market Investment Bank building
      upon the platform of First Albany.

     

        The
      First
      Albany Board of Directors and MatlinPatterson have signed a Term Sheet with
      the
      following key elements:

     

    
      	     	
              1)

            	
              MatlinPatterson
                will provide $40MM in new equity at $1.50 per share which would give
                them
                control of the Company at closing.

            


    

     

    
      	     	
              2)

            	
              6MM
                shares of new common equity would be issued to a group of approximately
                30
                key employee partners in exchange for an industry standard non-competition
                agreement.

            


    

     

    
      	     	
              3)

            	
              A
                reconstitution of the Board of Directors replacing 5 existing directors
                with 3 directors from MatlinPatterson and 4 industry professionals
                including Mr. Fensterstock.

            


    

     

    
      	     	
              4)

            	
              A
                renaming of the
                Company.

            


    

     

        We
      are writing you to
      invite you to become an employee partner. As such we are granting you 200,000
      restricted stock units, 10% of which will vest upon closing, 30% will vest
      on
      the first anniversary of closing, 30% will vest on the second anniversary of
      closing and 30% on the third anniversary of closing.

     

        This
      grant
      will be contingent on two events: 1) you agreeing to continue to be with the
      firm by signing the attached agreement by May 8, 2007, and 2) the closing of
      the
      MatlinPatterson Investment. Should the MatlinPatterson Investment not close,
      your non-competition agreement will be null and void.

     

        We
      are very
      excited about this opportunity to build something great and look forward to
      building it with you.

     

        Attached
      are
      the non-competition agreement for your signature and a summary of the key
      features of the Restricted Stock Units Plan.

     

        Once
      the
      non-competition agreement is signed by you, it will be held in escrow by
      MatlinPatterson. It will become effective after being co-signed by First Albany;
      and that will occur upon the closing of the MatlinPatterson investment – a
      transaction we expect to close in June of this year.

     

     

    Very
      truly yours,

     

     

    /s/
      Lee Fensterstock

    Lee
      Fensterstock

    MatlinPatterson
      Representative

     

     

    Accepted
      by Founding Employee:

     

    /s/
      C.
      Brian Coad

    C.
      Brian
      Coad