efc10-147_ex102.htm


     

    
      	 	 Exhibit
      10.2


    

     

    
      February
9, 2010

      Rick
Hendrix

      


      


      Dear
Rick:

      


      You have
been granted a Restricted Stock Unit (“RSU”) Award as set forth in this letter
and pursuant to 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:                      2/9/2010                                                                   

       

      Number of Units Subject to RSU
Award:                750,000

      


      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 five-year restriction period that will lapse ratably
based on continued employment in 1/3 intervals, beginning at the third
anniversary of the grant date: 1/3 on the third anniversary of the grant date,
1/3 on the fourth anniversary of the grant date and 1/3 on the fifth 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 provisions
of Sections 11.2 and 11.3 of the Plan shall apply.

      


      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.

      


      Additional
Provisions.  Any provision of this award agreement, the Plan or
the Employment Agreement by and between the Company and you (the “Employment
Agreement”) to the contrary notwithstanding:

      


      (a)  Performance
Termination. If your employment is terminated by the Company before
the RSU Award becomes fully vested, and if the Board of Directors determines, in
its sole discretion, that such termination is as a result of your performance
(including, without limitation, performance relating to risk management or
regulatory compliance), then the portion of the RSU Award that is not vested
upon the date of such termination shall be forfeited.

      


      (b)  Severance
Calculation.  The Company and you acknowledge and agree that
neither this RSU Award nor any compensation attributable to such RSU Award shall
constitute a performance bonus for purposes of the calculation of severance
benefits under Section 6.2 of the Employment Agreement or any successor
provision thereto.

      


      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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      

      
 

      Grant Acceptance:  You will be
able to view and accept your RSU Award on Fidelity’s Stock Plan Administration
website at netbenefits.fidelity.com
within approximately two weeks of the date of this letter.  Failure to
accept your award may prevent or delay the deposit of shares to your Fidelity
brokerage account upon vesting.

      


      Please contact Kristie Guerra at
703-312-9762 if you have any questions.

      


       

       

      
/s/ Eric F. Billings

      Eric F. Billings

      Chairman
of the Board of Directors, 

      FBR
Capital Markets Corporation