EX-10.16









Exhibit 10.16




PIPER JAFFRAY COMPANIES

2009 Compensation and Benefits for Non-Employee Directors




	 	 	 	 	 	 	 	 	 
	 	 	Amount	 	Objective	 	Time and Terms of Payment
	Annual Cash Retainer

	 	$	50,000	 	 	Consideration for
Board and committee
service for the
current calendar
year
	 	Paid on the first business day in
January. For directors joining the Board
after January in any year, a pro rata
amount will be paid on the date the
director is elected to the Board based on
the number of days during which the
director will serve on the Board during
that year.
	 
	 	 	 	 	 	 	 	 
	Additional Annual

Cash Retainer for
Lead
 Director and

Committee

Chairpersons

	 	$8,000 Lead Director

$8,000-Audit

$5,000-Others
	 	Consideration for
service as lead
director or
committee
chairperson for the
current calendar
year
	 	Paid on the first business day in January.
	 
	 	 	 	 	 	 	 	 
	Initial Equity Grant

	 	500 Shares
	 	Establish PJC
equity interest
upon initial
election to the
Board to align
director and
shareholder
interests
	 	Shares of PJC common stock granted on the
date of the director’s initial election
or appointment to the Board.
	 
	 	 	 	 	 	 	 	 
	Annual Equity Grant

	 	1,000 Shares
	 	Incentive
compensation for
continuing service
on the Board and
enhanced alignment
of director and
shareholder
interests
	 	Shares of PJC common stock granted on the
date of the annual meeting of
shareholders to any director whose
service on the Board will continue
following the annual meeting. For
directors joining the Board after the
annual meeting in any year, an equity
award will be granted on the date the
director is elected to the Board covering
a pro rata number of shares based on the
number of days during which the director
will serve on the Board during that year.
	 
	 	 	 	 	 	 	 	 
	Deferral Opportunity

	 	Up to $58,000

Up to 1,000 shares
	 	Increase equity

stake by directors
	 	Annual opportunity to participate in the
Amended and Restated Piper Jaffray
Companies Deferred Compensation Plan for
Non-Employee Directors, permitting
deferral into phantom stock units of all
or a portion of the director’s annual
cash compensation for service as a Piper
Jaffray Companies director, and deferral
of any shares granted in consideration of
the director’s service as a director. To
participate in any year, irrevocable
election must be made by December 31 of
the preceding year for continuing
directors and on the date of initial
election or appointment to the Board for
new directors. Annual opportunity to
change the subsequent year’s election.
The deferral date for the cash retainer
is the first business day in January each
year; the deferral date for the equity
grant is the date of the annual meeting
of shareholders each year.
	 
	 	 	 	 	 	 	 	 
	Charitable Gift

Matching Program

	 	Up to $1,500
	 	Encourage
charitable giving
	 	Pursuant to the Piper Jaffray Gift
Matching Program, Piper Jaffray will
match directors’ gifts to eligible
organizations dollar for dollar from a
minimum of $50 up to an aggregate maximum
of $1,500 per year (the same terms and
conditions as are applicable to
employees).
	 
	 	 	 	 	 	 	 	 
	Reimbursement of
Out-of-Pocket
Expenses	 	In addition to the foregoing, non-employee directors will be reimbursed for reasonable
out-of-pocket expenses incurred in connection with their service on the Board and Board
committees.