ex10_15.htm


    Exhibit
10.15

    


    


                 

     

    


    December
23, 2009

    


    


    


    Thomas A.
James

    c/o
Raymond James Financial, Inc.

    880
Carillon Parkway

    St.
Petersburg, FL 33716

    


    Dear
Tom:

    


    On behalf
of Raymond James Financial, Inc. (“RJF”), this letter will confirm (1) the terms
of your continued employment as an employee of RJF after you have retired as its
Chief Executive Officer, but continue to be employed as its Executive Chairman
of the Board and (2) the terms of your continuing service as a non-employee
Chairman of the Board should you retire from employment with RJF.

    


    I.
Executive Chairman

    


    Supervision

    


    You will
be reporting directly to RJF’s Chief Executive Officer with respect to your
duties other than as Chairman of the Board.

    


    Responsibilities

    


    As
Chairman of the Board of Directors, you will be responsible for managing the
meetings of the Board of Directors.  In your role as an employee of
RJF you will be responsible for (1) facilitating the transition of the role of
Chief Executive Officer by acting in an advisory role to your successor as Chief
Executive Officer, and (2) such other duties as RJF’s Chief Executive Officer
may designate consistent with your role as Chairman and former Chief Executive
Officer.  All such duties will be performed and discharged,
faithfully, diligently and to the best of your ability and in compliance with
all applicable laws and regulations.

    


    Salary
and Bonus

    


    As an
exempt employee you will receive an annual salary of $335,000 (subject to normal
annual adjustment as approved by the Corporate Governance, Nominating and
Compensation Committee of the Board of Directors (the “CGN&C
Committee”)).  Should your employment be reduced to other than a
full-time basis, your salary may be pro-rated as you and the CGN&C Committee
may agree.  Your monthly salary will be paid in accordance with RJF’s
standard payroll practice.  You will be eligible to participate in
RJF’s annual cash bonus and associated Stock Bonus Plan in accordance with a
formula approved by the CGN&C Committee.

    


    


    


    


    


    


          Raymond
James Financial Center

    880
Carillon Parkway   St. Petersburg, Florida 33716

    


    


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Benefits

    


    As long
as you continue as an employee, you will be eligible to participate in RJF’s
employee benefits in the same manner provided generally to RJF’s senior
management employees.

    


    Termination

    


    All
employees of RJF are employed at will.  “Employment at will” refers to
the traditional relationship between employer and employee, allowing either
party to unilaterally terminate the employment relationship.  While we
ask you to provide at least ninety (90) days prior notice, you will be free to
resign at any time.  Similarly, RJF reserves the right to terminate
your employment at any time, with or without cause and with or without prior
notice.

    


    Other
than your rights under RJF’s Employee Stock Ownership Plan, Profit Sharing Plan,
Long Term Incentive Plan and 401(k) plan, your compensation and other employee
benefits owed to you as an active employee will cease upon any termination of
your employment.

    


    In
addition, solely in the event your employment is terminated for “Cause” by RJF,
any Restricted Stock issued to you pursuant to the 2007 Raymond James Stock
Bonus Plan for which the Restricted Period has not expired will be immediately
forfeited in accordance with that plan.  For purposes of this offer,
the terms “Cause” and “Restricted Period” will have the meanings ascribed to
them in the 2007 Raymond James Stock Bonus Plan.

    


    II.
Non-Executive Chairman

    


    Should
you retire from employment with RJF, but desire to continue to serve as its
non-executive Chairman of the Board of Directors, RJF shall request that the RJF
Board of Directors nominate you for election to the Board and elect you to serve
as Chairman of the Board of Directors so long as:

    


    
      	
              (1)  

            	
              you
      shall maintain personal holdings (i.e., undisclaimed
      beneficial ownership as determined in accordance with Regulation 13D under
      the Securities Exchange Act of 1934) of five percent (5%) of the
      outstanding  shares of the Common Stock, $.01 par value, of RJF;
      and,

            


    

    


    
      	
              (2)  

            	
              you
      shall continue to be elected to the Board of Directors by the shareholders
      of RJF.

            


    

    


    You
acknowledge that the members of the RJF Board of Directors will determine
whether to act in accordance with such requests, in their own judgment in the
exercise of their fiduciary duties, and you agree that the failure to nominate
you for election to the Board or to elect you as Chairman of the Board or to
retain you in such office shall not be a breach of this letter agreement, so
long as RJF complies with this letter agreement’s other terms.

    


    Adjustment
of Shareholding Condition

    


    In the
event of any change after the date hereof in the outstanding Common Stock of RJF
by reason of any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares or other
similar event, the condition referred to above as to the minimum number of
shares to be held by you shall be appropriately adjusted as of the effective
date of such change.

    


    Compensation
as Non-Executive Chairman

    


    As
non-executive Chairman of the Board of RJF you shall receive the same director’s
fees (i.e., annual retainer and meeting attendance fees) as are paid from time
to time to the independent directors, plus a Chairman’s retainer increment as
determined by the CGN&C Committee for your services as Non-Executive
Chairman of the Board.

    


    If this
letter correctly sets forth our agreement on the subject matter hereof, kindly
sign and return to RJF the enclosed copy of this letter.  This letter
will then constitute the complete agreement with respect to your employment by
RJF and service as Chairman of the RJF Board of Directors, and will supersede
all prior oral or written agreements relating to such matters.

    


    Sincerely,

    


    Raymond
James Financial, Inc.

    


    By:

    


    /s/ ROBERT P.
SALTZMAN                                                                /s/ HARDWICK
SIMMONS

    Robert P.
Saltzman                                                      Hardwick
Simmons

    Chairman,
CGN&C
Committee                                                                Lead
Director

    


     
 

    I
acknowledge receipt and agree with the above terms and conditions.

    


    /s/ THOMAS A.
JAMES

    Thomas A.
James