Amendment to Stock Option Agreement



 







EXHIBIT
10.4




Ladenburg Thalmann Financial Services Inc.



153 East
53rd
Street,
49th
Floor

New York, New York 10022




April 4, 2006




Mr. Michael Philipps

12 Windmill Lane

Scarsdale, New York 10583




     Re:      Stock Option Agreement



Gentlemen:




     Reference is made to that certain Stock Option Agreement (the “Agreement”), dated as of March
25, 2005, between Michael Philipps and Ladenburg Thalmann Financial Services Inc.



1.     Section 1 is hereby deleted in its entirety and replaced with the following:



     “1. Subject to the terms hereof, the Option may be exercised on or prior to March 25, 2015
(after which date the Option will, to the extent not previously exercised, expire). The Option
shall vest and become exercisable as to (i) 250,000 of the Shares on and after each of March 25,
2006, 2007, 2008 and 2009; (ii) an additional 125,000 of the Shares on and after March 25, 2008;
and (iii) an additional 375,000 of the Shares on and after March 25, 2009; provided, in each case,
you are then employed by the Company and/or one of its present or future subsidiaries or affiliates
(for purposes of this Agreement, any other entity controlling, controlled by, or under common
control with, the Company); and provided, further, that the Shares referred to in (ii) and (iii)
above shall not vest or become exercisable unless and until you have generated gross commissions
from the Philipps Accounts of $6,700,000 during the Employment Period.”



2.     Section 3 is hereby deleted in its entirety and replaced with the following:



     “3. In the event that your employment is terminated by reason of your death or Disability, all
unvested Options for which the only remaining condition to vesting is that you remained employed
for the remainder of the then current year (April 1 to March 31) of your Employment Period shall
immediately vest and the portion of the Option which has vested shall remain exercisable and
effective for a period of one year following termination of employment, but not beyond the term.
In the event your employment is terminated for any reason other than death or Disability, the
Option shall thereupon terminate; provided, however, that if your employment is terminated by the
Company without Cause or by you for Good Reason, then the portion of the Option which has vested by
the date of termination of employment shall remain exercisable and effective for a period of three
months following termination of employment, but not beyond the term of the Option. In the event of
your death or Disability, the Option may be exercised by your personal representative or
representatives, or by the person or persons to whom your rights under the Option shall pass by
will or by the applicable laws of descent and distribution.”



     Except as indicated above, the Agreement shall remain in full force and effect.



	 	 	 	 	 
	 	LADENBURG THALMANN FINANCIAL

SERVICES INC.

 	 
	 	By:  	/s/ Salvatore Giardina
 	 
	 	 	Salvatore Giardina 	 
	 	 	Vice President and Chief Financial Officer 	 
	 



Acknowledged and agreed this

4th day of April, 2006




/s/ Michael Philipps

Michael Philipps