exv10w2






Exhibit 10.2




JEFFERIES GROUP, INC.

2003 INCENTIVE COMPENSATION PLAN

AS AMENDED AND RESTATED




RESTRICTED STOCK AGREEMENT




     AGREEMENT dated as of [insert grant date] (the “Grant Date”), between JEFFERIES GROUP, INC., a
Delaware corporation (the “Company”), and [insert employee name] (“Employee”).



     WHEREAS, the Compensation Committee of the Board of Directors (the “Committee”) has determined
that the Company shall make a grant of Restricted Stock to Employee under the Company’s 2003
Incentive Compensation Plan, as amended and restated (the “2003 Plan”), in furtherance of the
purposes of the 2003 Plan and in recognition of Employee’s service as an employee of the Company
and/or its subsidiaries; and



     WHEREAS, the Company desires to confirm the grant of Restricted Stock, and to set forth the
terms and conditions of such grant, and Employee desires to accept such grant and agree to the
terms and conditions thereof, as set forth in this Restricted Stock Agreement (the “Agreement”).



     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto
agree as follows:



     1. Grant of Restricted Stock. The Company hereby confirms the grant, under the 2003 Plan, to
Employee on the Grant Date set forth above of [insert number of shares] shares of Restricted Stock
(the “Restricted Stock”). The Restricted Stock is subject to all of the terms and conditions set
forth in this Agreement, including the restrictions set forth in Section 3. The Company shall
issue in the name of Employee, as promptly as practicable, one or more certificates representing
the shares of Common Stock, $.0001 par value (“Common Stock”), granted as Restricted Stock or shall
instruct its transfer agent to issue Restricted Stock which shall be maintained in “book entry”
form on the books of the transfer agent. The Restricted Stock shall bear the restrictive legend
and be subject to the other terms set forth in Section 3. For purposes of this Agreement, each
tranche of shares of Common Stock will remain Restricted Stock until the expiration of the
Restrictions (as defined in Section 3) on such tranche or the forfeiture of the Restricted Stock,
without regard to extraordinary transactions which may affect the Common Stock except as may be
otherwise provided under the 2003 Plan and determinations of the Committee thereunder.



     2. Incorporation of 2003 Plan by Reference. The Restricted Stock has been granted to
Employee under the 2003 Plan. The 2003 Plan and information regarding the 2003 Plan, including
documents that constitute the “Prospectus” for the 2003 Plan under the Securities Act of 1933, can
be viewed and printed out from the Company’s secure Intranet website, www.corp.jefferies.com (go to
Benefits & Policies, then to Retirement/Fidelity/401k, then to Plan Documents and Related Items).
All of the terms, conditions, and other provisions of the 2003 Plan are hereby incorporated by
reference into this Agreement. Capitalized terms used in this Agreement but not defined herein
shall have the same meanings as in the 2003 Plan. If there is any conflict between the provisions of this Agreement and
the provisions of the 2003 Plan, the provisions of the



 









 







2003 Plan shall govern. Employee hereby
acknowledges that the 2003 Plan and information regarding the 2003 Plan has been made readily
available to him and agrees to be bound by all the terms and provisions thereof (as presently in
effect or hereafter amended), rules and regulations adopted from time to time thereunder, and by
all decisions and determinations of the Committee made from time to time thereunder.



     3. Restrictions on Restricted Stock and Related Terms.



     (a) Restrictions Generally. Until they expire in accordance with Section 3(b), the
following restrictions (the “Restrictions”) shall apply to the Restricted Stock: (1) the Restricted
Stock shall be subject to a risk of forfeiture as set forth in Section 3(b) (the “Risk of
Forfeiture”), and (2) Employee shall not sell, transfer, assign, pledge, margin, or otherwise
encumber or dispose of the Restricted Stock (except for transfers and forfeitures to the Company).
Upon issuance of certificates or the transfer agent making the appropriate entry on its books
representing the Restricted Stock in the name of Employee, which shall occur as promptly as
practicable after the Grant Date, Employee shall be entitled to receive dividends on the Restricted
Stock as provided in Section 3(e), shall be entitled to vote Restricted Stock on any matter
submitted to a vote of holders of Common Stock, and shall have all other rights in connection with
such Restricted Stock as would a holder of Common Stock except as otherwise expressly provided
under this Section 3, and subject to the Committee’s authority (including authority to make
adjustments to Awards) under the 2003 Plan.



     (b) Risk of Forfeiture and Expiration Thereof. Unless otherwise determined by the
Committee, if for any reason Employee’s employment by the Company or a subsidiary terminates prior
to the expiration of the Restrictions, and immediately thereafter Employee is not employed by the
Company or any direct or indirect subsidiary of Company (“Termination”), except as set forth below,
all Restricted Stock as to which the Restrictions have not expired at or before the time of such
Termination (and any related property resulting from Section 3(e)(iii)) shall be forfeited at the
time of such Termination. Except as otherwise specifically set forth herein, the Restrictions
shall expire as to [insert percentage to vest]% of the shares of Restricted Stock (and any related
property) on each of [insert vesting dates] (each being a “Vesting Date,” at which date such
Restricted Stock is deemed “vested”).




	 	(i)	 	Death or Disability. If Employee dies or if such Termination is by reason of
Employee’s Disability (as defined below), then such forfeiture shall not occur, and the
Restrictions as to all of the shares of Restricted Stock shall immediately expire upon
such death or Termination.
	 
	 	(ii)	 	Termination of Employment other than for Cause (and not subject to Section
3(b)(iii)). In the event of Employee’s Termination of Employment (other than a
Termination not for Cause following a Change in Control or a Termination by the Company
for Cause), provided that the Employee executes a separation agreement and release in
such form as may be requested by the Company within 21 days (or such longer period as
may be required by law) (and provided further that any period of revocation required by
law has expired without Employee exercising his right to revoke his agreement to the
separation agreement and release), Restricted Stock not then or previously vested
shall not then be forfeited, but thereafter shall be forfeited 




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	 	 	 	if there occurs a
Forfeiture Event prior to the earlier of the Vesting Date for such Restricted Stock
or Employee’s death. A “Forfeiture Event” shall be deemed to occur if, following
Employee’s Termination of Employment other than a Termination by the Company for
Cause, Employee renders services for any organization or engages (either as owner,
investor, partner, stockholder, employer, employee, consultant, advisor, or
director) directly or indirectly, in any business which is or becomes competitive
with the Company, its subsidiaries or affiliates, or otherwise engaged in conduct
violating Section 7.4(a), 7.4(b) or 7.4(c) of the Plan. However, following
Employee’s Termination of Employment other than a Termination by the Company for
Cause, it shall not constitute a Forfeiture Event if Employee purchases stock or
other securities of an organization or business so long as the stock or other
securities are listed upon a recognized securities exchange or traded
over-the-counter and such investment does not represent a greater than five percent
equity interest in the organization or business. If Employee does not sign a
separation agreement and release within the time period requested by the Company (or
signs and then timely revokes his agreement to the separation agreement and
release), all Restricted Stock which is not vested at the date of Termination will
be forfeited.






	 	(iii)	 	Termination not for Cause Following a Change in Control. If, following a
Change in Control, Employee’s employment is terminated not for Cause by the Company or
its successor, Restrictions on all of the then-outstanding Restricted Stock not vested
at the date of Termination will immediately expire and such Restricted Stock will
immediately vest. If a Change in Control occurs followed by Termination of Employment
by the Company not for Cause and a determination is made by the Company pursuant to
Sections 280G and 4999 of the Code that a “golden parachute” excise tax will be payable
in connection with compensation to Employee hereunder, Employee’s right to accelerated
vesting of the shares upon the Change in Control, to the extent such right results in
“parachute payments” (as such term is defined in Code Section 280G), shall be limited
to the extent just necessary to avoid the excise tax. This limitation shall be applied
in a manner that maximizes the number of shares as to which accelerated vesting can
apply (or, stated conversely, any limitation on acceleration of vesting shall apply
first to those shares with the lengthiest remaining vesting period, which shares would
result in the highest “parachute payments”).
	 
	 	(iv)	 	Termination by the Company for Cause. In the event of Employee’s Termination
of Employment by the Company for Cause, the portion of the then-outstanding Restricted
Stock not vested at the date of termination will be forfeited.
	 
	 	(c)	 	Certain Definitions. The following definitions apply for purposes of this Agreement:
	 
	 	(i)	 	“Cause” means Employee’s:
	 
	 	 	 	Neglect, failure or refusal to timely perform the duties of Employee’s employment
(other than by reason of a physical or mental illness or impairment), or Employee’s
gross negligence in the performance of his or her duties;





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	 	 	 	Material breach of any agreements, covenants and representations made in any
employment agreement or other agreement with the Company or any of its subsidiaries
or affiliates or violation of internal policies or procedures as are in effect as of
the date such action is taken, including but not limited to the Company’s Code of
Ethics, as amended from time to time;
	 
	 	 	 	Violation of any law, rule, regulation or by-law of any governmental authority
(state, federal or foreign), any securities exchange or association or other
regulatory or self-regulatory body or agency applicable to Employee, the Company,
its subsidiaries or affiliates or any material general policy or directive of the
Company, its subsidiaries or affiliates;
	 
	 	 	 	Conviction of, or plea of guilty or nolo contendere to, a crime involving moral
turpitude, dishonesty, fraud or unethical business conduct, or any felony of any
nature whatsoever;
	 
	 	 	 	Failure to obtain or maintain any registration, license or other
authorization or approval that Employee is required to maintain or that the Company,
its subsidiaries or affiliates reasonably believes is required in order for Employee
to perform his or her duties, provided, however, that Employee shall be given
written notice of any such registration, license or other authorization or approval
that he or she is required to obtain and a reasonable period of time to obtain such
registration, license, or other authorization or approval; or
	 
	 	 	 	Willful failure to execute a directive of the board of directors of the Company or
any of its subsidiaries or affiliates, the Executive Committee of any of the
Company’s subsidiaries or affiliates, or Employee’s supervisor (unless such
directive would result in the commission of an act which is illegal or unethical) or
commission of an act against the directive of such Board, such Executive Committee
or Employee’s supervisor.
	 
	 	(ii)	 	A “Change in Control” shall be deemed to have occurred if any of the following
conditions shall have been satisfied after the Grant Date:
	 
	 	 	 	Any person (as defined in section 3(a)(9) of the Securities Exchange Act of 1934, as
such term is modified in Section 13(d)), other than (i) an employee plan established
by the Company or any of its subsidiaries or (ii) any group of Company employees
holding shares subject to agreements relating to the voting of such shares, becomes
a beneficial owner, directly or indirectly, of more than 51% of the voting stock of
the Company;
	 
	 	 	 	The consummation of a merger or consolidation of the Company with any other
corporation or any other entity, or the issuance of voting securities in connection
with a merger or consolidation of the Company, if the holders of the Company’s
voting securities immediately prior to such transaction hold in the aggregate less
than a majority of the then outstanding voting securities of the Company (or any
successor 




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	 	 	 	company or entity) entitled to vote generally in the election of the
directors of the Company (or such other company or entity) after such transaction;






	 	 	 	The sale or disposition by the Company of all or substantially all of its assets in
which one person or more than one person acting as a group acquires assets from the
Company that have a total gross fair market value equal to more than 50% of the
total gross fair market value of all of the assets of the Company immediately prior
to such acquisition; or
	 
	 	 	 	A change in the composition of the Board of Directors of the Company such that
individuals who, as of the date of this agreement, constitute the Board of Directors
of the Company (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board of Directors of the Company; provided, however, that any
individual becoming a member of the Board of Directors of the Company subsequent to
the date of this agreement whose election, or nomination for election by the
shareholders of the Company, was approved by a vote of at least a majority of the
directors then constituting the Incumbent Board shall be considered as if that
individual were a member of the Incumbent Board.
	 
	 	(iii)	 	“Disability” means that Employee has commenced receipt of long-term disability
benefits under the Company’s long-term disability policy as in effect at the date of
Employee’s termination of employment.
	 
	 	(iv)	 	“Termination” or “Termination of Employment” means the event by which Employee
ceases to be employed by the Company, its subsidiaries and affiliates and immediately
thereafter is not employed by any other entity included within the Company.





     (d) Evidence of Restricted Stock. Restricted Stock shall be evidenced either (i) by
issuance of one or more certificates in the name of Employee or (ii) by an entry on the books of
the Company’s transfer agent. The Restricted Stock shall bear an appropriate legend referring to
the terms, conditions, and Restrictions applicable hereunder in substantially the following form:




	 	 	The shares of Common Stock represented by this certificate (the “Shares”) have been granted
by Jefferies Group, Inc. (the “Company”) as Restricted Stock under the Company’s 2003
Incentive Compensation Plan, as amended and restated (the “2003 Plan”) and the Restricted
Stock Agreement (the “Agreement”), dated as of [insert date of agreement] between the
registered owner named hereon (“Employee”) and the Company. Under the 2003 Plan and the
Agreement, copies of which may be examined at the office of the Secretary of the Company,
until [insert last vesting date] (subject to acceleration in certain circumstances),
Employee shall not sell, transfer, assign, pledge, margin, or otherwise encumber or dispose
of the Shares (except for transfers and
forfeitures to the Company), and Employee shall forfeit the Shares upon termination of
Employee’s employment with the Company and its subsidiaries in certain circumstances. The
Shares are subject to certain other terms and conditions set forth in the Agreement.





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Unless otherwise determined by the Company, certificates representing Restricted Stock shall remain
in the physical custody of the General Counsel of the Company or his designee until such time as
Restrictions on such Restricted Stock have expired. In addition, Restricted Stock shall be subject
to such stop-transfer orders and other restrictive measures as the General Counsel of the Company
shall deem advisable under federal or state securities laws, rules and regulations thereunder, and
the rules of the New York Stock Exchange (the “NYSE”) or any national securities exchange or
automated quotation system on which Common Stock is then listed or quoted, or to implement the
Restrictions.




     (e) Dividends and Distributions; Stock Splits. Employee shall be entitled to receive
dividends and distributions payable with respect to Restricted Stock if and to the extent that he
or she is the record owner of such Restricted Stock on any record date for such a dividend or
distribution and he or she has not forfeited such Restricted Stock on or before the payment date
for such dividend or distribution, and Restricted Stock shall be subject to any stock split,
subject to the following terms and conditions:




	 	(i)	 	In the event of a cash dividend or distribution on Common Stock which is not a
large, special and non-recurring dividend or distribution (as determined by the Board
of Directors), such dividend or distribution shall be paid in cash to Employee;
	 
	 	(ii)	 	In the event of a large, special and non-recurring cash dividend payable on
Common Stock, the Company shall retain the amount of such cash dividend and, in lieu of
delivery thereof, shall grant to Employee additional shares of Restricted Stock having
a fair market value (as determined by the Committee) at the payment date of the
dividend or distribution equal to the amount of cash paid as a dividend or distribution
on each share of Common Stock multiplied by the number of shares of Employee’s
Restricted Stock. Such additional Restricted Stock will be subject to the same
Restrictions and to such other terms and conditions as applied to the Restricted Stock;
	 
	 	(iii)	 	In the event of any non-cash dividend or distribution in the form of property
other than Common Stock payable on Common Stock (including shares of a subsidiary of
the Company distributed in a spin-off) (unless the Committee determines to make
equitable adjustments under Section 5.3 of the 2003 Plan in lieu of the procedure
specified in this Section 3(e)(iii)), the Company shall retain in its custody the
property so distributed in respect of Employee’s Restricted Stock, which property will
be subject to the same Restrictions and to such other terms and conditions of the 2003
Plan and this Agreement as apply to the Restricted Stock with respect to which such
property was distributed, until such time as the Restrictions expire or the Restricted
Stock (together with such property) are forfeited. To the greatest extent practicable,
such property will be treated the same as such Restricted Stock with respect to which
the property was distributed, including in the event of any dividends or distributions
paid in respect of such property or with respect to
the placement of any legend on certificate(s) or documents representing such
property.
	 
	 	(iv)	 	In the event of a dividend or distribution in the form of Common Stock or
split-up of 




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	 	 	 	shares, the Common Stock issued or delivered as such dividend or
distribution or resulting from such split-up will be deemed to be additional Restricted
Stock and will be subject to the same Restrictions and to such other terms and
conditions of the 2003 Plan and this Agreement as applied to the Restricted Stock with
respect to which such dividend or distribution was paid or which was subject to such
split-up.





     (f) Delivery of Certificates. Upon expiration of Restrictions on any Restricted
Stock, the shares previously issued in the name of Employee as such Restricted Stock shall no
longer be deemed to be Restricted Stock, and the Company shall, subject to the satisfactory payment
of any federal, state or foreign taxes or other amounts referred to in Section 4, below, cause any
legend referring to the Restrictions to be removed from the certificate(s) representing such shares
and shall deliver such certificate(s) (together with any property resulting from Section 3(e)(iii))
to Employee.



     (g) Stock Powers. Employee shall deliver to the General Counsel of the Company, at
the time of execution of this Agreement and/or at such other time or times as the General Counsel
may request, one or more executed stock powers, in the form attached hereto as Exhibit A or such
other form as may be specified by the General Counsel, authorizing the transfer of the Restricted
Stock to the Company upon forfeiture, and Employee shall take such other steps or perform such
other actions as may be requested by the General Counsel to effect the transfer of any forfeited
Restricted Stock (together with any property resulting from Section 3(e)(iii)) to the Company.



     4. Tax Withholding. Employee understands and acknowledges that certain amounts must be
withheld to satisfy federal, state, local, or foreign tax obligations associated with the grant of
the Restricted Stock or the expiration of the Restrictions applicable to the Restricted Stock (and
any property resulting from Section 3(e)(iii)) (“Withholdings”). Employee shall make arrangements
satisfactory to the Company, in advance of any event triggering a Withholding obligation on the
part of the Company or any affiliate of the Company that employs Employee, to provide for payment
of all applicable Withholdings. If Employee has failed to make such arrangements or for any reason
full payment of Withholdings is not made by Employee under such arrangements, Employee expressly
authorizes the Company (and any such affiliated employer) to (1) withhold the applicable amount of
Withholdings from any payment to Employee, including any payment relating to an Award or any
payroll or other payment, and/or (2) withhold shares deliverable upon lapse of the Restrictions on
the Restricted Stock having a fair market value (as determined by the Committee) equal to the
amount of such tax liability required to be withheld as Withholdings in connection with the event
triggering Withholding. If the Company (or such affiliated employer) elects to withhold shares to
satisfy any Withholding obligation, the value of shares withheld shall not exceed the minimum
applicable withholding tax rate for federal (including FICA), state and local tax liabilities
(interpreted in a manner consistent with applicable accounting rules). This provision does not
obligate the Company or any affiliate to withhold shares to satisfy Withholding obligations. The
Company may specify a reasonable deadline (for example, 90 days before lapse of Restrictions) by
which Employee must make separate arrangements for the payment of Withholdings. In the event that
Employee files, under Section 83(b) of the Code, an election to be taxed as having received ordinary income at the date of grant of the Restricted Stock,
Employee shall at the time of such filing notify the Company of the making of such election and
furnish a copy of the notice to the Company, and shall meet the other obligations under this
Section 4 with respect to Withholding.



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     5. Legal Compliance. Employee agrees to take any action the Company reasonably deems
necessary in order to comply with federal and state laws, or the rules and regulations of the NYSE,
the Financial Industry Regulatory Authority, or any other stock exchange or self-regulatory
organization, or any other obligation of the Company or Employee relating to the Restricted Stock
or this Agreement.



     6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.



     7. Restricted Stock Agreement — Grantee’s Acceptance. The Employee hereby accepts the
Restricted Stock described in this Agreement, and agrees to be bound by the terms and
administrative provisions as set forth in the Plan and this Agreement. The Employee hereby further
agrees that all the decisions and determinations of the Committee shall be final and binding.



     8. Miscellaneous. This Agreement shall be binding upon the heirs, executors, administrators,
and successors of the parties. This Agreement and the 2003 Plan constitute the entire agreement
between the parties with respect to the Restricted Stock, and supersede any prior agreements or
documents with respect thereto. No amendment, alteration, suspension, discontinuation, or
termination of this Agreement which may impose any additional obligation upon the Company or
materially impair the rights of Employee with respect to the Restricted Stock shall be valid unless
in each instance such amendment, alteration, suspension, discontinuation, or termination is
expressed in a written instrument duly executed in the name and on behalf of the Company and, if
Employee’s rights are being materially impaired, by Employee. Neither the Restricted Stock nor the
granting thereof shall constitute or be evidence of any agreement or understanding, express or
implied, that Employee has a right to continue as an officer or employee of the Company or any
subsidiary for any period of time, or at any particular rate of compensation. Any waiver by the
Company of a breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach of such provision or any other provision hereof.



     The Employee hereby acknowledges that the type and periods of restriction imposed in
the provisions of this Agreement are fair and reasonable. The Employee hereby further acknowledges
that the provisions of this Agreement shall be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly,
the Employee agrees that if any particular provision of this Agreement shall be adjudicated to be
invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion
thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the
operation of such provision in the particular jurisdiction in which such adjudication is made. In
addition, if any one or more of the provisions contained in this Agreement shall for any reason be
held to be excessively broad as to duration, geographical scope, activity or subject, it shall be
construed by limiting and reducing it, so as to be enforceable to the extent compatible with the
applicable law as it shall then appear. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such



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provision in any other jurisdiction.




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 	 	 
	Employee:

	 	 	 	JEFFERIES GROUP, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	

	 	 
	 	By:
	 	 	 	 
	 
[Insert employee name]

	 	 	 	 	 	Judith O. Kester 
	 	 
	 

	 	 	 	 	 	
Assistant Secretary	 	 
	Social Sec. No.
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[Insert employee address]
	 	 	 	 	 	 	 	 







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EXHIBIT A




STOCK POWER




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Jefferies Group,
Inc. [insert number of shares] shares of Common Stock, $0.0001 par value per share, of Jefferies
Group, Inc., a Delaware corporation (the “Corporation”), registered in the name of the undersigned
on the books and records of the Corporation, and does hereby irrevocably constitute and appoint
Lloyd H. Feller and Judith O. Kester, and each of them, attorneys, to transfer the Common Stock on
the books of the Corporation, with full power of substitution in the premises.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	(Signature should be in exact form as on Stock certificate) 	 
	 	 	 
	 
	 	 	 
	 	
 	 
	 	Date 	 
	 	 	 
	 




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