efc10-60_ex101.htm


    Exhibit
10.1

     

    RESTRICTED
STOCK AGREEMENT

     

    THIS
AGREEMENT (this “Agreement”), between KBW, Inc., a Delaware corporation (the
“Company”), and [EMPLOYEE NAME] (the “Employee”), dated February 5, 2010 (the
“Grant Date”).

     

    W I T N E
S S E T H

     

    In
consideration of the mutual promises and covenants made herein and the
mu­tual benefits to be derived herefrom, the parties hereto agree as
follows:

     

    
      	
              1.

            	
              Grant, Vesting and
      Forfeiture of Restricted
Stock.

            


    

     

    (a)   Grant.  Subject
to the provisions of this Agreement (including the Period of Restriction set
forth herein) and to the provisions of the KBW, Inc. 2009 Incentive Compensation
Plan (the “Plan”), the Company hereby grants to the Employee on the Grant Date
[NUMBER] shares of common stock of the Company, par value $0.01 per share (the
“Restricted Stock”); provided, however, that such
grant is conditioned on the Committee’s determination of the meaning of
“Adjusted Pre Tax Net Income” for purposes of this Agreement in accordance with
Section 1(b) hereof, during the first ninety (90) days of calendar year 2010,
and if the Committee fails to make such determination, this Agreement and the
grant of Restricted Stock hereunder shall automatically be cancelled and
forfeited on the ninety-first (91st) day of calendar year 2010.  All
capitalized terms used herein, to the extent not defined, shall have the meaning
set forth in the Plan.

     

    (b)           Vesting during the Period of
Restriction.  Subject to the terms and conditions of this
Agreement and those of the Plan, the Period of Restriction applicable to the
total number of Shares of Restricted Stock shall commence on the Grant Date and
shall lapse with respect to one-third (1/3) of such total number of Shares on
February 23, 2011, February 23, 2012 and February 23, 2013, respectively, provided that with
respect to each such installment, the Adjusted Pre Tax Net Income (as defined
below) for the calendar year ended most recently prior to such date is positive,
as certified in writing by the Committee, and provided further that, if the
Period of Restriction does not lapse with respect to the February 23, 2011,
February 23, 2012 or February 23, 2013 installments by virtue of the Adjusted
Pre Tax Net Income for the preceding calendar year having been positive, then
the Period of Restriction shall lapse as to such installment or installments on
February 23, 2013 if the aggregate Adjusted Pre Tax Net Income for calendar
years 2010, 2011 and 2012 is positive, and if, with respect to any such
installment the Period of Restriction had not previously lapsed, if such
aggregate Adjusted Pre Tax Net Income is not positive, then any such installment
or installments shall be forfeited on February 23, 2013.  “Adjusted
Pre Tax Net Income” shall have the meaning determined in writing by the
Committee for purposes of this Agreement within the first ninety (90) days of
calendar year 2010.

     

    (c)           Forfeiture upon Termination
of Employment; Accelerated Vesting upon Termination Due to Death or
Disability.  Upon the Employee’s Termination for any reason
(other than due to the Employee’s Retirement, death or Disability) during the
Period of 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Restriction,
all Shares of Restricted Stock subject to the Period of Restriction and not
theretofore vested in accordance herewith shall be forfeited.  Upon
the Employee’s Termination during the Period of Restriction due to the
Employee’s death or Disability, the Period of Restriction applicable to the
Shares of Restricted Stock not theretofore forfeited in accordance herewith
shall lapse, and such Shares of Restricted Stock shall become free of all
restrictions and become fully vested.  Upon the Employee’s Termination
during the Period of Restriction upon Retirement, the Period of Restriction
applicable to the Restricted Stock shall continue, and the Period of Restriction
shall continue to potentially lapse and such Restricted Stock shall continue to
potentially vest according to the vesting schedule specified in Section 1(b)
hereof.  Nothing in this Agreement or the Plan shall confer upon the
Em­ployee any right to continue in the employ of the Company or any
Subsidiary or Affiliate or interfere in any way with the right of the Company or
any Subsidiary or Affiliate to terminate the Employee’s employment at any
time.

     

    
      	
              2.

            	
              Issuance of
      Shares.

            


    

     

    During the Period of Restriction, the
Restricted Stock may be evidenced by a stock certificate or certificates as set
forth in Section 4 below or by a book-entry in the records of the Bank of New
York Mellon (the “Transfer Agent”) in the Employee’s name, which shall be
subject to a stop transfer order consistent with this Agreement and the Plan and
the legend set forth in Section 4 hereof.  Subject to Section 8 hereof
(pertaining to the withholding of taxes), as soon as practicable after the
applicable portion of the Period of Restriction lapses (provided there has
been no prior forfeiture of the Restricted Stock pursuant to the terms of this
Agreement and the Plan), the Company shall issue (or cause to be delivered) the
Shares of Restricted Stock becoming vested upon such lapse to the Employee or to
Employee’s personal representative, in book-entry or  certificate
form.  Such Shares shall be free of restrictions or restrictive
legends making reference to this Agreement, except that such Shares shall be
subject to any restrictions required under the federal securities laws or as
otherwise provided by Section 7 hereof.  Notwithstanding the
foregoing, the Company shall be entitled to hold the Shares of Restricted Stock
that have vested until the Company or the Transfer Agent shall have received
from the Employee  a duly
executed Form W-9 or W-8, as applicable.

     

    
      	
              3.

            	
              Non-transferability of
      the Restricted Stock.

            


    

     

    During
the Period of Restriction, the Shares of Restricted Stock shall not be
transferable by the Employee by means of sale, assignment, exchange,
encumbrance, pledge or otherwise.  Any purported or attempted transfer
of such Shares or such rights shall be null and void.

     

    
      	
              4.

            	
              Rights as a
      Stockholder.

            


    

     

    Except as
otherwise specifically provided in this Agreement, during the Period of
Restriction the Employee shall have all the rights of a stockholder with respect
to the Restricted Stock, including without limitation the right to vote the
Restricted Stock and the right to receive any dividends with respect
thereto.  If the Company declares and pays cash dividends on the
Shares during the Period of Restriction, the Employee shall be paid such
dividends with respect to such Shares at such time as such dividends are paid to
holders of Shares generally.

     

    
      
        
        

      

      
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              5.

            	
              Certificates.

            


    

     

    Any certificates representing the
Shares of Restricted Stock as originally issued or from time to time issued
during the Period of Restriction shall bear the following legend:

     

    The
Shares represented by this stock certificate have been granted as restricted
stock under a Restricted Stock Agreement between the registered holder of these
Shares and KBW, Inc. (the “Company”).  The Shares represented by this
stock certificate may not be sold, exchanged, assigned, transferred, pledged,
hypothecated or otherwise encumbered or disposed of until the restrictions set
forth in the Restricted Stock Agreement between the registered holder of these
Shares and the Company shall have lapsed.

     

    
      	
              6.

            	
              Payment of Transfer
      Taxes, Fees and Other
Expenses.

            


    

     

    The
Company agrees to pay any and all original issue taxes and stock transfer taxes
that may be imposed on the issuance of Shares received by an Employee in
connection with the Restricted Stock, together with any and all other fees and
expenses necessarily incurred by the Company in connection
therewith.

     

    
      	
              7.

            	
              Other
      Restrictions.

            


    

     

    (a)  The
Restricted Stock shall be subject to the requirement that, if at any time the
Company shall determine that (i) the listing, registration or qualification of
the Shares subject or related thereto upon any securities exchange or under any
state or fed­eral law, or (ii) the consent or approval of any government
regulatory body, or (iii) an agreement by the Employee with respect to the
disposition of Shares is necessary or de­sirable as a condition of, or in
connection with, the delivery or purchase of Shares pursuant thereto, then in
any such event, the grant of Restricted Stock shall not be effective unless such
listing, registration, qualification, consent, approval or agreement shall have
been effected or obtained free of any conditions not acceptable to the
Company.

     

    (b)  The
Employee acknowledges that the Employee is subject to the Company’s policies
regarding compliance with securities laws, including but not limited to its
Insider Trading Policy (as in effect from time to time and any successor
policies), and, pursuant to these policies, the Employee shall be required to
obtain pre-clearance prior to purchasing or selling any of the Company’s
securities, including any Shares issued upon vesting of the Restricted Stock,
and may be prohibited from selling such Shares other than during an open trading
window.  The Employee further acknowledges that, in its discretion,
the Company may prohibit the Employee from selling such Shares even during an
open trading window if the Company has concerns over the potential for insider
trading.

     

    
      	
              8.

            	
              Taxes and
      Withholding.

            


    

     

    No later
than the date as of which an amount first becomes includible in the gross income
of the Employee for federal, state, local or foreign income or employment or
other tax purposes with respect to any Restricted Stock, the Employee shall pay
to the Company, or make arrangements satisfactory to the Company regarding the
payment of, all federal, state, local and foreign taxes that are required by
applicable laws and regulations to be withheld with respect to 

     

    
      
        
        

      

      
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    such
amount.  The obligations of the Company under this Agreement shall be
conditioned on compliance by the Employee with this Section 8, and the Company
shall, to the extent permitted by law, have the right to deduct or cause to be
deducted by the Transfer Agent any such taxes from any payment otherwise due to
the Employee, including the delivery of the Restricted Stock that gives rise to
the withholding requirement.

     

    
      	
              9.

            	
              Notices.

            


    

     

    All
notices and other communications under this Agreement shall be in writing and
shall be given by hand delivery to the other party or by facsimile, overnight
courier, or registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:

     

    If to the
Employee:

     

    At the
most recent address

    on file
at the Company.

    


    If to the
Company:

     

    KBW,
Inc.

    787
Seventh Avenue

    New York,
New York 10019

    Attention:  Mitchell
B. Kleinman, Esq.

    Executive
Vice President and General Counsel

    Facsimile:  (212)
541-6668

    


    or to
such other address or facsimile number as any party shall have furnished to the
other in writing in accordance with this Section 9.  Notices and
communications shall be effective when actually received by the
addressee.  Notwithstanding the foregoing, the Employee consents to
electronic delivery of documents required to be delivered by the Company under
the securities laws.

     

    
      	
              10.

            	
              Effect of
      Agreement.

            


    

     

    Except as
otherwise provided hereunder, this Agreement shall be binding upon and shall
inure to the benefit of any successor or successors of the Company.

     

    
      	
              11.

            	
              Consent to
      Jurisdiction.

            


    

     

    Any and
all disputes, controversies or claims arising under or out of this Agreement,
including without limitation any issues involving the enforcement or
interpretation of any of the provisions of this Agreement and/or relating to or
concerning the Restricted Stock awarded under this Agreement, shall be finally
settled by arbitration in New York City before, and in accordance with the rules
then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or, if the
NYSE declines to arbitrate the matter, the American Arbitration Association (the
“AAA”) in accordance with the commercial arbitration rules of the
AAA.

     

    
      
        
        

      

      
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              12.

            	
              Severability.

            


    

     

    The
invalidity or enforceability of any provision of this Agreement shall not affect
the validity or enforceability of any other provision of this
Agreement.

     

    
      	
              13.

            	
              Conflicts and
      Interpretation.

            


    

     

    In the
event of any conflict between this Agreement and the Plan, the Plan shall
control.  In the event of any ambiguity in this Agreement, or any
matters as to which this Agreement is silent, the Plan shall govern including,
without limitation, the provisions thereof pursuant to which the Committee has
the power, among others, to (a) interpret the Plan, (b) establish, adopt, amend,
waive and/or rescind rules and regulations relating to the Plan, and (c)
exercise all such other authorities, take all such other actions and make all
such other determinations as it deems necessary or advisable for the proper
operation and/or administration of the Plan.

     

    
      	
              14.

            	
              Amendment.

            


    

     

    The
Committee may modify, amend or waive the terms of this Restricted Stock award,
including this Agreement, prospectively or retroactively, subject to the terms
and conditions of the Plan.  The waiver by either party of compliance
with any provision of this Agreement shall not operate or be construed as a
waiver of any other provision of this Agreement, or of any subsequent breach by
such party of a provision of this Agreement.

     

    
      	
              15.

            	
              Headings.

            


    

     

    The
headings of paragraphs herein are included solely for convenience of
refer­ence and shall not affect the meaning or interpretation of any of the
provisions of this Agree­ment.

     

    
      	
              16.

            	
              Counterparts.

            


    

     

    This
Agreement may be executed in counterparts, which together shall constitute one
and the same original.

     

     

    
      
        
        

      

      
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      IN
WITNESS WHEREOF, as of the Grant Date above written, the Company has caused this
Agreement to be executed on its behalf by a duly authorized officer and the
Employee has hereunto set the Employee’s hand.

     

     

    
      
        	 	KBW,
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Mitchell
    Kleinman	 
	 	 	
                Executive
      Vice President and General Counsel

              	 
	 	 	 	 


      

    

     

    
       

      
        
          	 	AGREED AND ACCEPTED, as of the Grant
      Date	 
	 	 	 	 
	 
      

                  By:  

                	 	
                      
      

                	 
	
                   

                	
                  Name of Employee:

                	 	 


        

      

       

    

     

     

     

     

     

    


     

     

     

    


    


     

    


    


    
 

     

     

     

     

     

     

     

     

     

     

    
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