Exhibit 10.22


 


RESTRICTED STOCK UNIT AGREEMENT


PURSUANT TO THE


LaBRANCHE & CO INC.


EQUITY INCENTIVE PLAN


 


AGREEMENT,
made as of the          day of           
             ,
by and between LaBranche & Co Inc., a Delaware corporation (the “Company”),
and                                               
(the “Recipient”).


 


1.                                       Award.  The Company hereby awards restricted stock
units (the “RSUs”) with respect to                
shares of the Company’s common stock, $.01 par value (the “Common Stock”), to
the Recipient pursuant to the LaBranche & Co Inc. Equity Incentive Plan, as
amended (the “Plan”).


 


2.                                       RSUs.  RSUs constitute an unfunded and unsecured
promise of the Company to deliver to the Recipient, subject to the satisfaction
of the vesting conditions set forth in Section 3 below and the other terms
and conditions of this Agreement and the Plan, that number of shares of Common
Stock referenced by the RSUs.  Until such
delivery, the Recipient shall have the rights of a general unsecured creditor
of the Company with respect to the RSUs and shall not have any rights as a
stockholder of the Company.


 


3.                                       Vesting
and Forfeiture.  Except as otherwise
provided herein, the RSUs shall vest as follows:                           
                            ,
subject to the Recipient remaining in the continuous employ of, or other
service with, the Company or any of its subsidiaries or affiliates
(collectively, the “Firm”) through each such date.  The RSUs shall become fully vested if the
Recipient’s employment or other service with the Firm terminates by reason of
his death or Disability (as defined in the Plan) prior to               .  The Recipient shall forfeit the unvested
portion of the RSUs upon the termination of the Recipient’s employment or other
service with the Firm for any reason other than his death or Disability.


 


4.                                       Issuance
and Delivery of Shares.  A stock
certificate registered in the name of the Recipient representing the shares of
Common Stock referenced by the vested portion of the RSUs shall be issued and
delivered to the Recipient promptly following each applicable vesting date (but
in no event later than the end of the Company’s taxable year in which the
applicable vesting date occurs).  The
Recipient shall have no right to receive any dividend or distribution with
respect to such shares if the record date for such dividend or distribution is
prior to the vesting date of the RSUs with respect to such shares.  No fractional shares of Common Stock may be
issued and delivered pursuant to this Agreement.


 


5.                                       Withholding
and Consents.  The delivery of shares
of Common Stock represented by RSUs is conditioned on the Recipient’s
satisfaction of any applicable withholding taxes in accordance with the
Plan.  The Recipient’s rights in respect
of the RSUs are conditioned on the receipt to the full satisfaction of the Firm
of any required consents that the Firm may determine to be necessary or
advisable, including, without limitation, consents to deductions from wages, or
other arrangements satisfactory to the Firm, to reimburse the Firm for advances
made to


 





















 


satisfy certain
withholding and other tax obligations of the Recipient in connection with the
award of the RSUs hereunder.


 


6.                                       Adjustments.  The number and class of shares covered by the
RSUs shall be adjusted proportionately or as otherwise appropriate, as
determined by the Committee, to reflect any increase or decrease in the number
of issued shares of Common Stock resulting from a split-up or consolidation of
shares or any like capital adjustment, or the payment of any stock dividend,
and/or to reflect a change in the character or class of shares covered by the
Plan arising from a readjustment or recapitalization of the Company’s capital
stock.  Notwithstanding anything to the
contrary herein, in the event of a merger, consolidation, mandatory share
exchange or other similar business combination of the Company with or into any
other entity other than an affiliate or subsidiary (“Successor Entity”) or any
transaction in which another person or entity other than an affiliate or
subsidiary acquires all the issued and outstanding Common Stock, or all or
substantially all the assets of the Company, the Company shall take such action
with respect to the RSUs as the Board of Directors of the Company deems
appropriate under the circumstances. 
Such action may include, without limitation, (a) causing the RSUs to be
assumed, or an equivalent award to be substituted therefor, by the Successor
Entity (or a parent entity), (b) causing the RSUs to be cashed out as if the
shares referenced by the RSUs were exchanged for cash in the transaction, and
(c) causing the RSUs to become fully vested prior to the consummation of the
transaction.


 


7.                                       Nontransferability.  The RSUs are not assignable or transferable
other than to a beneficiary designated to receive the RSUs upon the Recipient’s
death in a manner acceptable to the Company or by will or the laws of descent
and distribution.  Any attempt by the
Recipient or any other person claiming against, through or under the Recipient
to cause the RSUs or any part of them to be transferred or assigned in any
manner and for any purpose shall be null and void and without effect upon the
Company, the Recipient or any other person.


 


8.                                       No
Employment or Other Service Rights. 
Nothing in this Agreement shall give the Recipient a right to continue
in the employ of, or other service with, the Firm or interfere in any way with
the right of the Firm to terminate the employment or other service of the
Recipient.


 


9.                                       Provisions
of the Plan Control.  This Agreement
is subject to all the terms, conditions and provisions of the Plan and to such
rules, regulations and interpretations as may be established or made by the
Committee acting within the scope of its authority and responsibility under the
Plan.  The Recipient acknowledges receipt
of a copy of the Plan prior to execution of this Agreement.  The applicable provisions of the Plan shall
govern in any situation where this Agreement is silent or where the applicable
provisions of this Agreement are contrary to or not reconcilable with such Plan
provisions.


 


10.                                 Miscellaneous.


 


The Company may affix to
certificates representing shares issued pursuant to this Agreement any legend
that the Company determines to be necessary or advisable to reflect any restrictions
to which the shares may be subject, whether by agreement or otherwise.  The Company may advise the transfer agent to
place a stop order against any legended shares. 
The Company shall have the right to offset against its obligation to
deliver shares of Common Stock


 


2





















 


under this Agreement any
outstanding amounts owed by the Recipient to the Firm at the time those shares
would otherwise be issued and delivered. 
The delivery of any certificate representing shares of Common Stock
issued pursuant to this Agreement may be postponed by the Company for such
period as may be required for it to comply with any applicable federal or state
securities law, or any national securities exchange listing requirements, and
the Company is not obligated to issue or deliver any securities if, in the
opinion of counsel for the Company, the issuance of such shares would
constitute a violation by the Recipient or the Company of any provisions of any
law or of any regulations of any governmental authority or any national
securities exchange.  This Agreement
constitutes the entire agreement between the parties with respect to the
subject matter hereof and may not be amended, except as provided in the Plan,
other than by a written instrument executed by the parties hereto.


 


IN
WITNESS WHEREOF, this Agreement has been executed as of the date first above
written.


 


	
   

  	
  LaBRANCHE &
  CO INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [                                 ]

  	
   

  



 


3