ex10_14.htm


    Exhibit 10.14

     

    


     

     

    February
25, 2009

    


    Paul
Reilly

    8301
Tallahassee Drive NE

    St.
Petersburg, FL  33702

    


    Dear
Paul,

    


    I’m delighted, both personally and from
a business perspective, that we have agreed on the major terms of an agreement
to employ you as a member of our senior management team, specifically as my heir
apparent as CEO.  It is my intention, as we have discussed, to
relinquish to you the CEO title and CEO’s duties one year following the date you
join us.  Obviously, that will be subject to the approval of the Board
at that time, although I don’t foresee any problems.  I expect you to
begin your employment here on May 1, 2009, at which time I will remain as
Chairman and CEO.  The start date may vary depending on your bonus
situation.  We anticipate announcing publically your decision to join
Raymond James after the market closes on Monday, March 2, 2009.

    


    Since Raymond James doesn’t utilize
employment agreements for its senior managers, this letter is intended to
summarize the major points of your employment which follow:

    


    
      	
              1.  

            	
              Your
      initial title will be President of Raymond James Financial, Inc
      (“RJF”).  You will remain a director of RJF, albeit
      non-independent.

            


    

    


    
      	
              2.  

            	
              Your
      initial annualized base salary will be $400,000 per annum ($16,666.67 paid
      semi-monthly).

            


    

    


    
      	
              3.  

            	
              You
      will be guaranteed a minimum bonus at the rate of $1.5 million, to be
      awarded on a pro-rata basis for the number of months employed during the
      current fiscal year.  Since we may be changing fiscal year ends
      for bank holding company purposes that may be based on a September or
      December year end (5 or 8 months respectively).  For the first
      full fiscal year, you will also be guaranteed a minimum bonus of $1.5
      million.  At or before the end of that period, you will be
      compensated on a formula basis reflecting your current responsibilities as
      determined by the RJF Board of Directors Corporate Governance, Nominating
      and Compensation Committee. You shall be paid the guaranteed minimum
      bonuses outlined above in the event your employment is terminated for any
      reason other than Cause prior to the end of the first full fiscal
      year.  "Cause" shall
      mean: (i) the commission of a felony or a crime or the commission of any
      other act or omission involving dishonesty, disloyalty or fraud with
      respect to RJF or any of its customers or suppliers, (ii) substantial and
      repeated failure to perform duties as reasonably directed by myself or
      RJF’s Board of Directors, (iii) gross negligence or willful misconduct
      with respect to RJF, or (iv) any other material breach of this
      agreement.  All performance reviews will correspond to normal
      policies and you will report to me until the CEO title is
      transferred.

            


    

    


    
      	
              4.  

            	
              You
      will be awarded 250,000 shares of restricted common stock of Raymond James
      Financial on your starting date at the price on that date, which will vest
      30% on the first anniversary or immediately in the event you do not accede
      to the position of CEO, 30% on the third anniversary, 20% on the fourth
      anniversary and the remaining 20% on the fifth anniversary of your
      starting date.

            


    

    


    
      	
              5.  

            	
              Subject
      to the timing of eligibility you will be able to participate in our group
      health, disability and life insurance plans, the Profit Sharing Trust,
      Employee Stock Ownership Plan, Employee Stock Purchase Plan and 401(k)
      Plan as well as the Long Term Incentive Plan.  All other Raymond
      James benefits will be applicable under our employment
      policies.

            


    

    


    
      	
              6.  

            	
              Pursuant
      to the company’s Drug Free Workplace Policy, you will be required to
      submit to a pre-hire drug screening upon acceptance of this
      offer.  This offer is contingent upon a satisfactory
      result.  In the event that your employment begins pending the
      results of your drug screen, a positive result will be grounds for
      termination.

            


    

    


    
      	
              7.  

            	
              As
      with all other Raymond James employees, you will be subject to the terms
      and conditions outlined in the Employee Handbook and all departmental and
      company policies and procedures, any of which may be revised during your
      employment with the firm.  Please carefully review the Employee
      Handbook and all departmental and company policies upon the commencement
      of your employment with Raymond
James.

            


    

    


    
      	
              8.  

            	
              As
      with all Raymond James employees, your employment will be an “at will”
      relationship.  This signifies that either party may terminate
      the relationship at any time if the arrangement becomes less than
      satisfactory.  The “at will” doctrine and many other important
      policies and procedures, which will govern your employment and the above
      terms, are set forth in the RJ Employee
  Handbook.

            


    

    


    
      	
              9.  

            	
              As
      an exception to the above, you will be eligible for five weeks of paid
      vacation beginning in the first
year.

            


    

    


    I’m
extremely excited about the opportunity to work with you and I’m sure that
Raymond James will prosper under your leadership in the future.  If
you have questions or have additional terms to discuss, I stand ready to meet
and resolve any issues.

    


    


    


    Best Regards,

    


                                   
                                /s/ Thomas A.
James        

    Thomas A James

    Chairman and CEO

    


    


    


    Acknowledged
and Accepted:

    


    


    


    /s/ Paul Reilly                       2/25/09

    Paul
Reilly                                                                Date

    


    TAJ/sak