exv10w15



 






Exhibit 10.15




PIPER JAFFRAY COMPANIES

SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM




     Directors who are not Piper Jaffray employees receive an annual cash retainer of $50,000 for
service on our Board of Directors and the committees of the Board. No separate meeting fees are
paid. The lead director and the chairperson of the Audit Committee each receives an additional
annual cash retainer of $8,000. The chairperson of each other standing committee of the Board each
receives an additional annual cash retainer of $5,000.



     In addition to the cash retainer, each non-employee director receives a grant of stock options
with a fair market value of $20,000 on the date of the director’s initial election to the Board.
Non-employee directors who will continue their service on the Board following an annual meeting of
shareholders receive a grant of stock options valued at $50,000 on the date of the annual meeting.
In both cases, the number of shares underlying the option is determined using the Black-Scholes
option-pricing model, and the option is exercisable immediately, has a 10-year term and has an
exercise price equal to the closing price of our common stock on the date of grant. The options
are granted under our Amended and Restated 2003 Annual and Long-Term Incentive Plan. These equity
awards are intended to help align the interests of our directors with those of our shareholders.
Non-employee directors who join our Board after the first month of a calendar year are paid pro
rata annual retainers and are awarded pro rata equity awards based on the period in which they
serve as directors during the year.



     Beginning with the 2005 calendar year, non-employee directors became eligible to participate
in the Piper Jaffray Companies Deferred Compensation Plan for Non-Employee Directors, which was
adopted by the Board in December 2004 as a way to facilitate increased equity ownership in the
company. The plan permits our non-employee directors to defer all or a portion of the cash fees
payable to them for their service as a director of Piper Jaffray for any calendar year. Amounts
deferred by a participating director are credited to a recordkeeping account established for the
director and deemed invested in shares of our common stock as of the date the deferred fees
otherwise would have been paid to the director. This deemed investment is measured in phantom
stock, and no shares of common stock are reserved, repurchased or issued pursuant to the plan. The
fair market value of all phantom stock credited to a director’s account will be paid out to the
director (or, in the event of the director’s death, to his or her beneficiary) in a single lump-sum
cash payment following the director’s cessation of service as a non-employee director. The amount
paid out will be determined based on the fair market value of the stock on the last day of the year
in which the director’s service with us terminates. Directors who elect to participate in the plan
are not required to pay income taxes on amounts deferred but will instead pay income taxes on the
amount of the lump-sum cash payment paid to the director (or his or her beneficiary) at the time of
such payment. Our obligations under the plan are unsecured general obligations to pay in the
future the value of the participant’s account pursuant to the terms of the plan.




 









 







     Non-employee directors also may
participate in our charitable gift matching program, pursuant
to which we will match an employee’s or director’s gifts to eligible organizations dollar for
dollar from a minimum of $50 up to an aggregate maximum of $1,000 per year. In addition, our
non-employee directors are reimbursed for reasonable out-of-pocket expenses incurred in connection
with their service on the Board and committees of the Board.