efc10-147_ex101.htm


    Exhibit
10.1

    


    [Full
Name]

    


    


    Dear
[First Name]:

    


    You have
been granted a Restricted Stock Unit (“RSU”) Award as set forth in this letter
and pursuant to the FBR Capital Markets Equity Incentive Program and Section 8
of the 2006 FBR Capital Markets Long-Term Incentive Plan (the
“Plan”).  Each unit subject to the RSU Award represents the right to
receive one share of the common stock of FBR Capital Markets Corporation
(“FBRCM” or the “Company”), subject to the terms and conditions set forth herein
and in the Plan.  A copy of the Plan and a document constituting part
of a prospectus covering the Company common stock underlying the RSUs are
available upon request to the Human Resources Department.

     

    Grant
Date:                                                                                     

     

    Number of Units Subject to RSU
Award:

    


    Restriction
Period:  The restriction period is the vesting or waiting
period before you have full ownership of your units of stock.  This Restricted Stock
Unit Award will have a three-year restriction period that will lapse [ratably
based on continued employment in 1/3 intervals over a three-year period,
beginning at the first anniversary of the grant date: 1/3 on the first
anniversary of the grant date, 1/3 on the second anniversary of the grant date
and 1/3] on the third anniversary of the grant date.

    


    Settlement of
Units:  As soon as practicable after the restriction period
lapses (but no later than March 15 of the year following the year in which the
RSUs vest) and after satisfaction of your tax obligation (as described in the
“Taxes” section below), the Company will issue shares of its common stock to you
in settlement of the vested RSUs and you will have full ownership rights in
those shares.  The number of shares that will be issued will equal the
number of RSUs that vest.

    


    Dividend
Equivalents:  FBRCM at this time has no intention of paying a
dividend.  However, if FBRCM chooses to pay a dividend in the future,
you will be entitled to receive cash payments equivalent to any cash, stock or
other property dividends that are paid on shares of the Company’s common stock
during the period beginning on the Grant Date and ending on the earlier of (a)
the date that you vest in the RSUs or (b) the date that you forfeit the
RSUs.  Your right to receive these dividend equivalents, if any, is
subject to the same vesting requirements that apply to the RSUs.  Any
dividends that are payable to you will be paid at the same time that shares of
Company common stock are issued in settlement of your RSUs.  Such
payments will be treated as compensation reportable on your Form W-2 (rather
than as dividend income).

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    Shareholder
Rights:  You will not have any rights as a shareholder of the
Company with respect to the RSUs.  You will have rights as a
shareholder, including the right to vote and receive dividends, on and after the
date that the Company issues shares of its common stock in settlement of vested
RSUs.

    


    Change in
Control:  In the event of a Change in Control, the Committee
will determine the impact of the Change in Control, including whether the RSU
Award will vest in accordance with section 11.2 of the Plan or be assumed or
substituted in accordance with Section 11.3.

    


    If You Leave
FBRCM:  If you leave FBRCM before the end of the restriction
period, you will forfeit the restricted or unvested portion of the RSU
Award.  As provided in the Plan, you may vest in additional RSUs if
your employment ends on account of your death, disability or retirement or if
you are terminated as part of a reduction in force.  For purposes of
your RSU Award, the term “disability” means that you are entitled to receive
(but for any waiting period), benefits under a long-term disability insurance
plan or policy maintained by the Company.  The term “retirement” means
a separation from service that is recognized as retirement under the Company’s
retirement policy.

    


    Taxes:  You are strongly advised to consult
with your own tax professional concerning the tax implications of your RSU Award
based on your particular circumstances.  FBRCM cannot provide you with tax
advice.  RSUs differ from other forms of incentive compensation
in many ways, including how they are treated for tax
purposes.  Generally, in the U.S., you will not be taxed at the time
of the grant.  However, upon settlement of the RSU Award, the value of
the Company common stock and any cash or other property issued or paid to you is
taxed as ordinary income and you are required to pay taxes at that
time.  The shares will not be released until payment for the taxes is
received.  FBRCM will provide you with instructions for making
payments closer to your vesting date.

    


    Please
contact [name] at [phone number] if you have any questions.

    


     

                

    Name:

    Title: