exhibit1035.htm


    
      

      

    

     

    
      	 	
              EXHIBIT
                10.35

            


    

     

    Non-Compete
      and Non-Solicit Agreement

     

     

        FOR
      GOOD AND
      VALUABLE CONSIDERATION, including the award of Restricted Stock Units, as more
      fully described in the accompanying letter (10% of which will be fully vested
      upon grant), hereby acknowledged, First Albany Companies, Inc. and its
      subsidiaries (“First Albany”) and its employee who is a signatory hereto (the
“Key Employee Partner”) (First Albany and the Key Employee Partner being
      referred to, collectively, as the “Parties”) agree as follows:

     

        1.
      Non-Compete Covenant. Prior to December 31, 2008, the Key Employee
      Partner shall not participate in the ownership, management, operation or control
      of a Competitor*
      or be
      employed by or perform services for a Competitor in a position substantially
      similar to the Key Employee’s position at the Company; provided,
however, that the Key Employee Partner may own, solely as a passive
      investment, securities of any entity traded on any national securities exchange
      if the Key Employee Partner is not a controlling person of (nor owns
      individually or as a member of a group, 5% or more of) such entity.

     

        2.
      Non-Solicit Covenant. In the event that the employment of the Key
      Employee Partner with the Company terminates for any reason, then until the
      later of (i) twelve months after such termination or (ii) December 31, 2008,
      the
      Key Employee Partner shall not, directly or indirectly, solicit for employment
      or hire anyone who was an employee of the Company within the period of 180
      days
      prior to any termination.

     

        3.
      Inapplicability of Non-Compete Covenant in Certain Circumstances. The
      foregoing Non-Compete Covenant shall not apply to the Key Employee Partner
      following any termination of his/her employment by the Company without
      cause.

     

        4.
      Forfeiture of RSUs Upon Breach. Upon any breach of the Non-Compete
      Covenant or the Non-Solicit Covenant by the Key Employee Partner, the Key
      Employee Partner shall forfeit any outstanding Restricted Stock Units
      (“RSUs”).

     

        5.
      Remedies. With respect to the Non-Compete Covenant and the Non-Solicit
      Covenant, the Parties acknowledge and agree that:

     

            (i)
      if, in any
      judicial proceeding, a court shall deem part of the Non-Compete Covenant or
      the
      Non-Solicit Covenant invalid, illegal or unenforceable because 
its scope  is  considered
      excessive, it shall be
      modified so that the scope of the Non-Compete Covenant or the Non-Solicit
      Covenant, as applicable, is reduced only to
      the  minimum
      extent necessary
      to render the modified covenant valid, legal and enforceable.

     

            (ii)
      it is impossible
      to measure in money the damages that will accrue to the Company in the event
      that the Key Employee Partner breaches the Non-Compete Covenant or the
      Non-Solicit Covenant. In the event that the Key Employee Partner breaches the
      Non-Compete Covenant or the Non-Solicit Covenant, the Company shall be entitled
      to an
      injunction, a restraining order or such other equitable relief, including,
      but
      not limited to, specific performance (without the requirement to post bond)
      restraining the Key
      Employee Partner from violating such covenant. If the Company shall institute
      any action or proceeding to enforce the Non-Compete Covenant or the Non-Solicit
      Covenant,
      the Key Employee Partner hereby waives the claim or defense that the Company
      has
      an adequate remedy at law and agrees not to assert in any such action or
proceeding
      the claim or defense that the Company has an adequate remedy at law. In
      addition, the Company shall retain all remedies available to it at law. The
      Non-Compete
      and the Non-Solicit Covenants shall be in addition to any restrictions imposed
      on the Key Employee Partner by statute, at common law or under any other  agreement
      to which the Ke
      Employee Partner is a party.

     

    
       

      
        	
                Agreed
                  and Accepted:

                This
                  12th day of May, 2007

              	 
	
                C.
                  Brian Coad

              	
                FIRST
                  ALBANY COMPANIES, INC.

              
	
                Name
                  of Employee (please print)

              	 
	
                /s/
                  C. Brian Coad

              	
                By:
                  ____________________________

              
	
                Signature
                  of Employee (please sign)

              	 
	 	 


      

       

    

    
      

    

    
      *
        For purposes of
        this agreement, the term “Competitor,” means any broker-dealer or financial
        advisory firm whose principal place of business is in the United
        States.