ex1026.htm


    Exhibit
10.26

    


    NATIONAL
FINANCIAL PARTNERS CORP.

    2009
STOCK INCENTIVE PLAN

    


    FORM OF
RESTRICTED STOCK UNIT NOTICE OF AWARD

    FOR
DIRECTORS OF NATIONAL FINANCIAL PARTNERS CORP.

    


    This Restricted Stock Unit Notice of
Award (“Notice”) is to certify that the participant named below (the
“Participant”) has been granted the number of Restricted Stock Units (“RSUs”)
set forth below under the terms and conditions set forth in this
Notice.  The award described below (the “Award”) is subject to, and
this Notice incorporates by reference, the attached additional terms and
conditions (the “Additional Terms and Conditions”).  Please refer to
the Additional Terms and Conditions and the National Financial Partners Corp.
2009 Stock Incentive Plan (the
“Plan”) for an explanation of the terms and conditions of the Award and a full
description of your rights and obligations.

     

    
      
        	
                Award
      Number:

              	 
      
	 
      	 
      
	
                Name of
      Participant:

              	 
      
	 
      	 
      
	
                Number of Restricted
      Stock Units:

              	 
      
	 
      	 
      
	
                Grant
      Date:

              	 
      
	 
      	 
      
	
                Vesting
      Schedule:

              	
                See
      Section 2 in Exhibit A attached - Additional Terms and
      Conditions

              
	 
      	 
      
	
                Payment of
      Taxes:

              	
                See
      Section 9 in Exhibit A.

              
	 
      	 
      
	
                Additional
      Terms:

              	
                See
      Exhibit A.

              


      

    

    


    A copy of the
Plan and related Prospectus and additional information regarding the Award, as
well as any other awards you may have previously received from National
Financial Partners Corp. (“NFP”), can be viewed on Merrill Lynch’s web site at
www.benefits.ml.com.

    


    Important
Notice:

    


    In
order to receive the underlying shares of NFP common stock when your RSUs vest,
you must open an eligible brokerage account with Merrill Lynch (or such other
administrator as may be designated by NFP) on or before the Vesting Date (as
defined in Section 2 of the Additional Terms and Conditions attached as Exhibit
A  hereto).  401(k) accounts, IRA accounts, joint accounts
and accounts opened at branch offices of Merrill Lynch cannot be used for this
purpose.  We have determined that you do not have an eligible
account.  You can open an account by completing an application online
at www.benefits.ml.com.  To
login you will need the Personal Identification Number (“PIN”) mailed to you by
Merrill Lynch.  If you cannot locate your PIN or if you encounter any
problems with the account creation process, contact Merrill Lynch Customer
Service at 877-767-2404.

    


    Please
note that your RSUs may be forfeited and cancelled by NFP if you do not open an
eligible brokerage account on or before the Vesting Date.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    

    EXHIBIT
A

    


    FORM OF
ADDITIONAL TERMS AND CONDITIONS

    OF
RESTRICTED STOCK UNIT GRANT

    FOR
DIRECTORS OF NATIONAL FINANCIAL PARTNERS CORP.

    


    These
Additional Terms and Conditions shall be construed in accordance with the
provisions of the Plan and any capitalized terms not otherwise defined herein
shall have the definitions set forth in the Plan.

    


    
      	
              1.  

            	
              Grant
      of Award.  Pursuant to Section 7(b) of the Plan, the
      Company grants to the Participant, as of the Grant Date specified in the
      Notice and subject to the terms and conditions of the Plan and subject
      further to the terms and conditions set forth herein, the number of RSUs
      as shown on the Notice.  Record of the Participant’s grant shall
      be kept on the books of the Company until the Restricted Period (as
      defined in Section 2 below) shall have
lapsed.

            


    

     

    
      	
              2.  

            	
              Vesting.  Except
      as otherwise provided herein and subject to the Participant’s continuous
      Employment/Service, the RSUs granted to the Participant shall vest and
      become payable ratably on each of the first three yearly anniversaries of
      the Grant Date (each such anniversary, a “Vesting Date”).  The
      period from the Grant Date to the date the applicable RSU becomes vested
      and payable shall be referred to herein as the “Restricted
      Period.”

            


    

     

    
      	
              3.  

            	
              Form
      of Payment.  Unless otherwise determined by the Committee
      at the time of payment, and except as provided in Section 8 below, each
      RSU granted hereunder shall represent the right to receive one share of
      Common Stock, which shall be delivered upon the vesting of such
      RSU.

            


    

     

    
      	
              4.  

            	
              Dividend
      Equivalents.  The RSUs granted hereunder shall earn
      dividend equivalents that shall be credited and paid out as
      follows:

            


    

     

    
      	
              (a)  

            	
              As of each date on
      which cash dividends or distributions are paid with respect to Common
      Stock (a “Dividend Date”), an amount in cash equal to such cash dividend
      or distribution shall be credited to the Participant’s account; provided
      that the record date with respect to such dividend or distribution occurs
      during the Restricted Period.

            


    

     

    
      	
              (b)  

            	
              As of each Vesting
      Date, dividend equivalents credited pursuant to paragraph (a) above during
      (x) the period from the Grant Date to the initial Vesting Date and (y)
      each successive one-year period, if any, following the initial Vesting
      Date (each, an “Applicable Period”) shall, subject to Section 4(c) below,
      be paid in cash, unless the Committee (or its designee) determines that
      such dividend equivalents shall be converted into additional
      RSUs.  If converted into additional RSUs, the number of
      additional RSUs to be credited to the Participant shall be calculated by
      aggregating the number of RSUs earned on each Dividend Date during the
      Applicable Period.  The number of RSUs earned on each such
      Dividend Date shall be equal to the quotient (rounded to the nearest whole
      number) obtained by dividing (i) the amount of cash credited to such
      Participant’s account as of the record date for such dividend or
      distribution by (ii) the Fair Market Value of a share of Common Stock as
      of such Dividend Date.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (c)  

            	
              Any additional RSUs
      (or cash, as the case may be) credited pursuant to this Section 4 shall be
      subject to the same terms and conditions (including vesting, forfeiture
      and payment) as are applicable to the RSUs on which they are earned, and
      any such RSU (or cash) which becomes vested as of each vesting date shall
      be paid within the 90-day period following such vesting
    date.

            


    

     

    
      	
              5.  

            	
              Restrictions
      on Transfer.  RSUs may not be transferred or otherwise
      disposed of by the Participant, including by way of sale,
      assignment, transfer, pledge, hypothecation or otherwise, except as
      permitted by the Committee, or by will or the laws of descent and
      distribution.  No purported sale, assignment, mortgage,
      hypothecation, transfer, pledge, encumbrance, gift, transfer in trust
      (voting or other) or other disposition of, or creation of a security
      interest in or lien on, any of the RSUs by any holder thereof in violation
      of the provisions of these Additional Terms and Conditions shall be valid,
      and the Company will not transfer any of such RSUs on its books, nor will
      any dividends be paid thereon, unless and until there has been full
      compliance with such provisions to the satisfaction of the
      Company.  The foregoing restrictions are in addition to and not
      in lieu of any other remedies, legal or equitable, available to enforce
      such provisions.

            


    

     

    
      	
              6.  

            	
              Approvals.  No
      shares of Common Stock shall be issued hereunder unless and until all
      legal requirements applicable to the issuance of such shares have been
      complied with to the satisfaction of the Committee.  The
      Committee shall have the right to condition any issuance of shares to the
      Participant on the Participant’s undertaking in writing to comply with
      such restrictions on the subsequent disposition of such shares as the
      Committee shall deem necessary or advisable as a result of any applicable
      law or regulation.

            


    

     

    
      	
              7.  

            	
              Termination
      of Employment/Service.  In the event that the
      Participant’s Employment/Service with the Company and its Related Entities
      terminates other than because of the Participant’s death or Disability,
      those RSUs that have not become vested and payable as of the effective
      date of such termination shall immediately be forfeited and
      cancelled.  In the event of the Participant’s death or
      Disability, all RSUs that have not become vested and payable as of the
      effective date of such death or Disability shall immediately vest and be
      paid or settled within 60 days following such
  termination.

            


    

     

    
      	
              8.  

            	
              Change
      in Control.  In the event of a Change in Control (as
      defined in paragraph 8(c) below), the following provisions shall apply to
      the RSUs that have not become vested and payable as of the effective date
      of such Change in Control:

            


    

     

    
      	
              (a)  

            	
              In the event that
      the RSUs are not expressly assumed by a successor to the Company’s
      business pursuant to the transaction(s) constituting a Change in Control,
      all of the RSUs that have not become vested and payable as of the
      effective date of such Change in Control shall immediately vest and be
      paid in cash within ten (10) business days following such Change in
      Control.  The amount to be so paid to the Participant shall be
      calculated by multiplying (i) the number of RSUs then becoming vested and
      payable by (ii) the per share Fair Market Value of the Common Stock as of
      the date of the Change in Control.

            


    

     

    
      	
              (b)  

            	
              In the event that
      the RSUs are expressly assumed by a successor to the Company’s business
      pursuant to the transaction(s) constituting a Change in Control, the RSUs
      shall remain subject to their original terms and conditions, except as
      adjusted by the Committee to provide for such
  assumption.

            


    

     

    
      
        
        

      

      
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              (c)  

            	
              Definitions:  For
      purposes of these Additional Terms and
  Conditions:

            


    

     

    A “Change
in Control” shall mean:

    


    (1)           any
“person”, as such term is used in Sections 3(a)(9) and 13(d) of the Exchange
Act, other than the Company or any employee benefit plan sponsored by the
Company, becomes a  “beneficial owner”, as such term is used in Rule
13d-3 promulgated under the Exchange Act, of 30% or more of the outstanding
shares of common stock of the Company;

    


    (2)           the
dissolution or sale of all or substantially all of the assets of the
Company;

    


    (3)           consummation
of a merger or consolidation after which, (A) the shareholders of the Company
immediately prior to the combination do not hold, directly or indirectly, Voting
Securities (as defined below) or other ownership interests of the entity or
entities, if any, that succeed to the business of the Company having more than
50% of the Voting Power (as defined below) of the combined company in
substantially the same proportions as they beneficially owned the Voting
Securities of the Company (there being excluded from the Voting Securities held
by such shareholders, but not from the Voting Securities of the combined
company, any shares received by affiliates of such other company in exchange for
securities of such other company) or (B) individuals who were Incumbent Members
(as defined below) of the Board immediately before such combination do not hold
a majority of the seats on the board of directors of the combined company;
or

    


    (4)           at
any time after June 3, 2009, individuals who, as of June 3, 2009, constitute the
Board (the “Incumbent Members”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to June 3, 2009 whose election, or nomination for election
by the stockholders of the Company, was approved by a vote of at least a
majority of the then Incumbent Members shall be considered as though such
individual were an Incumbent Member, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an
actual or threatened election contest or other actual or threatened solicitation
of proxies or consents by or on behalf of any person other than the
Board.

    


    For
purposes hereof (A) “Voting Securities” shall mean any securities of a
corporation entitled, or which may be entitled, to vote on matters submitted to
the stockholders generally (whether or not entitled to vote in the general
election of directors), or securities which are convertible into, or exercisable
or exchangeable for, such Voting Securities, whether or not subject to the
passage of time or any contingency and (B) “Voting Power” shall mean the number
of votes available to be cast (determined by reference to the maximum number of
votes entitled to be cast by the holders of such Voting Securities, or by the
holders of any other Voting Securities into which such other Voting Securities
may be convertible, exercisable or exchangeable for, upon any matter submitted
to stockholders where the holders of all Voting Securities vote together as a
single class) by the holders of Voting Securities.

     

    
      
        
        

      

      
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              9.  

            	
              Taxes.  The
      Participant (and not the Company) shall be responsible for any tax
      liability that may arise as a result of the transactions contemplated by
      this RSU Award.  At the time the Participant recognizes taxable
      income from the payment in respect of the RSUs, the Participant shall pay
      to the Company an amount equal to the federal, state and/or local taxes
      the Company determines it is required to withhold under applicable tax
      laws with respect to the payment in respect of the RSUs (e.g. in the case
      of a Participant who is an employee).  To satisfy the foregoing
      requirement, the Company may withhold a portion of the RSUs, or a portion
      of the shares of Common Stock to be received hereunder, having a value
      equal to or less than the minimum amount required to be withheld, or, at
      the Company’s discretion, the Participant may satisfy the foregoing
      requirement by one or a combination of the following methods: (a) making a
      payment to the Company in cash or cash equivalents or (b) by authorizing
      the Company to withhold cash otherwise due to the
      Participant.  In the event the Company determines it is not
      required to withhold under applicable tax laws with respect to the payment
      in respect of the RSUs (e.g. in the case of a Participant who is an
      independent contractor), the Participant shall be responsible for the
      remittance of any federal, state and/or local taxes to the proper
      authorities, and the Company shall issue a Form 1099 to report such
      taxable income.  The Company cannot provide tax advice and the
      Participant is encouraged to consult an independent tax
      professional.

            


    

     

    
      	
              10.  

            	
              Section
      409A Compliance.  The intent of the parties is that
      payments and benefits under these Additional Terms and Conditions comply
      with (or be exempt from) Section 409A of the Code and, accordingly, to the
      maximum extent permitted, these Additional Terms and Conditions shall be
      interpreted and be administered to be in compliance
      therewith.  Notwithstanding anything contained herein to the
      contrary, to the extent required in order to avoid accelerated taxation
      and/or tax penalties under Section 409A of the Code, the Participant shall
      not be considered to have terminated Employment/Service with the Company
      for purposes of these Additional Terms and Conditions and no payment shall
      be due to the Participant under these Additional Terms and Conditions
      until the Participant would be considered to have incurred a “separation
      from service” from the Company within the meaning of Section 409A of the
      Code.  Any payments described in these Additional Terms and
      Conditions or the Plan that are due within the “short-term deferral
      period” as defined in Section 409A of the Code shall not be treated as
      deferred compensation unless applicable law requires
      otherwise.  Notwithstanding anything to the contrary in these
      Additional Terms and Conditions or the Plan, to the extent that any RSUs
      are payable upon a separation from service and such payment would result
      in the imposition of any individual excise tax and late interest charges
      imposed under Section 409A of the Code, the settlement and payment of such
      awards shall instead be made on the first business day after the date that
      is six (6) months following such separation from service (or death, if
      earlier).

            


    

     

    
      	
              11.  

            	
              Compliance
      with Law and Regulations.  These Additional Terms and
      Conditions, the Award granted hereby and any obligation of the Company
      hereunder shall be subject to all applicable federal, state and local
      laws, rules and regulations and to such approvals by any government or
      regulatory agency as may be
required.

            


    

     

    
      	
              12.  

            	
              Incorporation
      of Plan.  These Additional Terms and Conditions are
      governed by the provisions of the Plan (which is incorporated herein by
      reference) and shall be interpreted in a manner consistent with
      it.  To the extent that these Additional Terms and Conditions
      are silent with respect to, or in any way inconsistent with, the terms of
      the Plan, the provisions of the Plan shall govern and these Additional
      Terms and Conditions shall be deemed to be modified
      accordingly.

            


    

     

    
      
        
        

      

      
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              13.  

            	
              Notices.  Any
      notices required or permitted hereunder shall be addressed to Office of
      the General Counsel, National Financial Partners, 340 Madison Avenue, 19th
      Floor, New York, New York 10173, or to the Participant at the postal
      address then on record with the Company or by electronic communication, as
      the case may be, and deposited, postage prepaid, in the United States mail
      or delivered by electronic communication.  Either party may, by
      notice to the other given in the manner aforesaid, change his/her or its
      address for future notices.

            


    

     

    
      	
              14.  

            	
              Binding
      Agreement; Successors.  These Additional Terms and
      Conditions shall bind and inure to the benefit of the Company, its
      successors and assigns, and the Participant and the Participant’s personal
      representatives and beneficiaries.

            


    

     

    
      	
              15.  

            	
              Governing
      Law.  These Additional Terms and Conditions shall be
      governed by and construed in accordance with the laws of the State of
      Delaware without giving effect to any principles thereof relating to the
      conflict of laws.  The Committee shall have final authority to
      interpret and construe the Plan and these Additional Terms and Conditions
      and to make any and all determinations under them, and its decision shall
      be binding and conclusive upon all
Persons.

            


    

     

    
      	
              16.  

            	
              Amendment.  These
      Additional Terms and Conditions may be amended or modified by the Company
      at any time in accordance with the Plan; provided, that notice is provided
      to the Participant in accordance with Section 13 hereof; and provided,
      further, that no amendment or modification that is adverse to the rights
      of the Participant as provided by the Notice and these Additional Terms
      and Conditions shall be effective unless set forth in a writing signed by
      the Participant and the
Company.

            


    

     

    
      	
              17.  

            	
              Headings.  The
      captions used in these Additional Terms and Conditions are inserted for
      convenience and shall not be deemed a part of the Additional Terms and
      Conditions for construction or
interpretation.

            


    

     

    
      	
              18.  

            	
              Dispute
      Resolution. The provisions of this Section 18 shall be the
      exclusive means of resolving disputes arising out of or relating to the
      Notice, the Plan and these Additional Terms and Conditions.  Any
      dispute or controversy between the parties relating to or arising out the
      Notice, the Plan or these Additional Terms and Conditions shall be
      determined by arbitration in New York, New York by and pursuant to the
      rules then prevailing of the American Arbitration
      Association.  The arbitration award shall be final and binding
      upon the parties and judgment may be entered thereon by any court of
      competent jurisdiction.  The service of any notice, process,
      motion or other document in connection with any arbitration under the
      Notice, the Plan or these Additional Terms and Conditions or the
      enforcement of any arbitration award hereunder may be effectuated either
      by personal service upon a party or by certified mail duly addressed to
      him or to his executors, administrators, personal representatives, next of
      kin, successors or assigns, at the last known address or addresses of such
      party or Parties.  If any one or more provisions of this Section
      18 shall for any reason be held invalid or unenforceable, it is the
      specific intent of the parties that such provisions shall be modified to
      the minimum extent necessary to make it or its application valid and
      enforceable.

            


    

     

    A-5