EXHIBIT 10.2


FORM OF AMENDMENT 

TO 

EMPLOYMENT AGREEMENT 

DATED AS OF MARCH 1, 2007, AS AMENDED


          This
Amendment (the “Amendment”) to the Employment Agreement (as defined below), is
made as of the October 30, 2009 among Rodman & Renshaw Holding, LLC, a
Delaware limited liability company (“Holding”), having its principal place of
business at 1251 Avenue of the Americas, New York, New York 10020, Rodman &
Renshaw, LLC, a Delaware limited liability company (“R&R””), having its
principal place of business at 1251 Avenue of the Americas, New York, New York
10020, Rodman & Renshaw Capital Group, Inc., a Delaware corporation
(“Rodman”), having its principal place of business at 1251 Avenue of the Americas,
New York, New York 10020 and Edward Rubin (the “Executive”), an individual,
having his principal place of business at 1251 Avenue of the Americas, New
York, New York 10020.  


W I T N
E S S E T H:


          WHEREAS,
Holding, R&R and Executive are parties to an
Employment Agreement, dated as of March 1, 2007 and amended as of July 10, 2007
(the “Employment Agreement”); and  


          WHEREAS,
pursuant to the terms of the Employment Agreement, Executive serves as a Senior
Managing Director of R&R and a senior executive of Holding; and 


          WHEREAS,
the current term of the Employment Agreement expires February 28, 2010; and 


          WHEREAS,
Holding, R&R and Executive each have expressed a desire to amend the terms
of the Employment Agreement as more particularly set forth herein; and 


          WHEREAS,
Rodman has agreed to be bound by the terms of the Employment Agreement as set
forth herein. 


          NOW,
THEREFORE, in consideration of the premises set forth
above, the mutual agreements, covenants and representations set forth below and
other good and valuable consideration, the parties hereto agree as follows: 


          1.          Except
to the extent otherwise set forth herein, all capitalized terms used in this
Amendment shall have the meaning ascribed to such term in the Employment
Agreement. 


          2.          Holding
hereby assigns all of its rights, obligations and duties under the Employment
Agreement to Rodman, the corporate parent of Holding, and Rodman hereby accepts
such assignment and undertakes to perform and execute all of Holdings’ 







duties
and obligations under the Employment Agreement. Executive hereby consents to
such assignment and hereby agrees to render the services required of him under
the Employment Agreement to Rodman in place of Holding. 


          3.          All
references in the Employment Agreement to: (i) “Rodman & Renshaw Holding,
LLC, a Delaware limited liability company” shall hereafter be references to
Rodman & Renshaw Capital Group, Inc., a Delaware corporation”; (ii)
“Holding” shall hereafter be references to Rodman; (iii) the “Company” shall
hereafter be references to Rodman; and (iv) the “Board” shall hereafter be
references to the board of directors of Rodman. 


          4.          Section
2 of the Employment Agreement is hereby amended by striking “2010” appearing in
the first sentence and substituting in lieu thereof “2011”. 


          5.          Except
as otherwise set forth in this Amendment, all of the terms and conditions,
representations and warrants, agreements and covenants set forth in the
Employment Agreement shall continue in full force and effect for the periods
set forth therein. 


          IN
WITNESS WHEREOF, each of the parties hereto have
executed and delivered this Amendment as of the date first above written. 


	
  

 	
  

 	
  

 
	
  

 	
 RODMAN & RENSHAW HOLDING, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
        Name:

 
	
  

 	
  

 	
        Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 RODMAN & RENSHAW, LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
        Name:

 
	
  

 	
  

 	
        Title

 
	
  

 	
  

 	
  

 
	
  

 	
 RODMAN & RENSHAW CAPITAL GROUP, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
        Name:

 
	
  

 	
  

 	
        Title:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
        EDWARD RUBIN

 


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