exv10w11






Exhibit 10.11




Michael J. Sharp


July 12, 2010

175 West 76th Street

New York, New York 10023



Dear Mike:




     On behalf of our Board of Directors, I am pleased to offer you the position of Executive Vice
President, Secretary and General Counsel of Jefferies Group, Inc. and Jefferies & Company, Inc.
(“Jefferies”) effective no later than November 30, 2010, and you shall have the authority,
functions, duties, powers and responsibilities, normally associated with the foregoing positions
and such additional authority, functions, duties, powers and responsibilities as may be assigned to
you from time to time by the Chief Executive Officer, Chairman, Executive Committee, or President
of Jefferies or the Board of Directors of Jefferies. The terms of our offer are conditioned only
on you commencing your employment with us not later than September 13, 2010 and your successfully
passing our normal background investigation and drug-screening test. This agreement will govern
the terms of our relationship for the period from the commencement of your employment through
November 30, 2011 (the “Term”) and, where specifically provided herein, governs certain terms of
our relationship following the Term.


I. REPRESENTATIONS AND WARRANTIES





	 	A.	 	You represent and warrant to Jefferies that:





     1. As of the date you sign this agreement, you have resigned as a partner of Wilmer Cutler
Pickering Hale & Dorr LLP (“WilmerHale”).



     2. You have not breached any contract or other agreement relating to your employment with
WilmerHale.



     3. You are not the subject of any investigation, whether by any prior employer, any
governmental or regulatory authority or any self-regulatory organization.



     4. You are not subject to any agreement with or policy of any previous employer that would
prevent or restrict you from engaging in activities competitive with the activities of your
previous employers or from directly or indirectly soliciting employees to leave the employ of such
previous employers, or from directly or indirectly soliciting any clients or customers of such
previous employers to transfer its business away from such previous employers or, if you are
subject to such an agreement or policy, you have complied and will comply with it.



     5. To the best of your current knowledge and belief, your performance of all the terms of
this Agreement and as an employee of Jefferies does not and will not breach any agreement to keep
in confidence proprietary information, knowledge or data acquired by you in confidence or in trust
prior to your employment hereunder, and that you will not disclose to



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Jefferies or induce Jefferies or any of its affiliates to use any confidential or proprietary
information or material belonging to any previous employer or others.




     6. You have not requested, solicited or encouraged, and you will not request, solicit or
encourage, any employees, customers or clients of your previous employers to join Jefferies or to
leave your previous employers in violation of any common law duties or other obligations to your
previous employers.



     7. You are not subject to any employment agreement with or policy of your previous employer
that would require you to give notice to such previous employer of your resignation in order for
such resignation to become effective, unless you have given, or will give, such notice, and any
period of time required to elapse before such resignation becomes effective will have elapsed
before you commence your employment with Jefferies.



     8. You have not taken or retained (and will not take or retain) any documents or files,
whether in hard copy or electronic form, which were created, collected or received by you in
connection with your previous employment, except for documents and files relating solely to your
compensation and benefits.




	 	B.	 	Jefferies represents and warrants to you that this Agreement is legal, valid
and binding upon Jefferies and the person signing this Agreement has authority to sign
it.




II. COMPENSATION





	 	A.	 	During the Term of this Agreement, you will receive a salary at the rate of
$83,333.33 per month, to be paid in equal installments on approximately the 15th and
30th day of each month.
	 
	 	B.	 	For fiscal year 2010, you will receive a cash bonus in the amount of $550,000.
The 2010 bonus will be paid no later than February 28, 2011. Subject to Section IV
below, in order for the bonus described herein to be earned and received by you, you
must be employed on the date the bonus payments are to be paid by Jefferies.
	 
	 	C.	 	For fiscal year 2011:
	 
	 	 	 	As an executive officer of Jefferies, you will also be eligible to receive
performance based bonus compensation upon achievement of objective established by
the Compensation Committee of the Board of Directors. The criteria are the 162m grid
that is set for 2011 and the performance criteria are the same for the other
executive officers of Jefferies. The Compensation Committee has agreed that your
target bonus compensation for achievement of the targets that the Compensation
Committee will establish in 2011 will be $1,000,000, comprised of $600,000 in cash
and $400,000 in restricted stock in 2011, with a range of $0 to $1,250,000 possible
depending on whether the actual results are above or below the targets for 2011,
with the composition of such bonus in 2011




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	 	 	 	between the cash and stock components possible depending on whether the actual
results are above or below the targets for 2011 being 60% in cash and 40% in
restricted stock. The performance criteria for you in 2011 will be based on the
same grid that will be used for the other executive officers of Jefferies who are
subject to the provisions of Section 162(m) of the Internal Revenue Code. Except as
expressly set forth in this Agreement, the restricted stock granted pursuant to this
Section shall be subject to the same vesting and terms as the restricted stock units
described in Section III below (i.e., 25% vesting each anniversary date of the
grant), with the distribution to be made promptly following the final vesting date,
or earlier upon death, termination due to Disability (as defined in the agreement
governing the grant of the restricted stock units), termination not for Cause or by
you for Good Reason (subject to the six-month delay rule under Section 409A of the
Internal Revenue Code, to the extent applicable) and terms other than those relating
to distribution being substantially the same as the terms of awards of restricted
stock units granted to other executive officers at the time. The terms will be
substantially in the form of Exhibit B hereto.
	 
	 	 	 	Subject to Section IV below, payment of any bonus in cash and/or the award of any
part of a bonus in restrictive stock or restricted stock units pursuant to Section
II of this Agreement shall be made not later than February 28 of the calendar year
immediately following the performance year, provided however, you are employed on
the date such bonus payments or awards are made by Jefferies.
	 
	 	D.	 	Other than the bonuses described in Sections II.B and II.C above, any other
bonus during the time you are an employee of Jefferies, whether for fiscal year 2010 or
2011 or any other period during which you are an employee of Jefferies, will be
determined by Jefferies in its sole and absolute discretion, both in terms of amount
and payment. In order for such bonus to be earned and received by
you, you must be employed on the date the bonus payments are to be paid by Jefferies.
	 
	 	E.	 	You have represented to us what your anticipated 2010 compensation would have
been if you had remained in your current employment. Subject to the provision of
adequate documentation reflecting your total distributions with respect to 2010 from
your current employer, we shall pay you in cash the difference, if any, between the
anticipated 2010 compensation from your current employer and the total amount paid by
your current employer, provided, however, that in no event will Jefferies pay more than
the sum previously agreed to between you and Jefferies.. The payment provided in this
Section II.E shall be made no later than February 28, 2011.
	 
	 	F.	 	If Jefferies rescinds this Agreement between the period commencing on the
effective date of your withdrawal as a partner of WilmerHale and prior to the date you
commence employment with Jefferies, but in no event later than September 13, 2010
(except by mutual written agreement), you shall be entitled to the payments and
benefits under Section IV on the same basis as if your employment




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	 	 	 	had been terminated by Jefferies without Cause (as defined below) notwithstanding
that your employment, in fact, had not yet commenced. For the avoidance of doubt, it
is understood that the grant in Section III shall be paid in cash. For this
purpose, your termination date shall be deemed to be the date on which you receive
written notice that Jefferies has rescinded this Agreement.




III. RESTRICTED STOCK UNITS




     In addition, the Compensation Committee of Jefferies has agreed that you will be granted
$500,000 in restricted stock units (“RSUs”) when you commence your employment at Jefferies. The
number of RSUs granted will be based on the closing price of the common stock of Jefferies Group,
Inc. on the New York Stock Exchange on your first date of employment. The RSUs granted to you
pursuant to this paragraph shall be granted on the same terms on which restricted stock units are
generally granted to other executive officers of Jefferies in 2010.



     Provided that you remain in the employ of Jefferies on the grant date, the RSUs will vest as
to 25% of the RSUs on each anniversary of the date of grant provided further that you are in the
employ of Jefferies on each such vesting date. However, the shares of common stock will not be
distributed to you until approximately sixty (60) days following the last vesting date or such
other later date as you may specify within the first thirty (30) days of your grant or such other
period as may be permitted by applicable provisions of the Internal Revenue Code. The grant of the
RSUs is subject to the execution of an agreement governing the grant, in such form as is requested
by Jefferies.


IV. TERMINATION




     During the period you are employed by Jefferies (whether during or after the Term), you agree
that you shall give Jefferies six months’ notice of your intent to terminate your employment (the
“Notice Period”). During the Notice Period, you will continue to be entitled to receive your
salary (but not any bonus) at the regular payroll dates except in cases in which the six-month
delay applies under Section 409A of the Internal Revenue Code (“409A”) as provided below in this
Section IV, your fiduciary duties and your obligations to Jefferies as an employee of Jefferies
will continue, and you will cooperate in the transition of your responsibilities. Jefferies shall
have the right, in its sole discretion, to direct that you no longer come in to the office during
the Notice Period or, to shorten the Notice Period. In determining whether to exercise this right,
Jefferies will act solely in its own best interests, and under no circumstances will it take into
consideration any request by you that Jefferies direct you to cease coming into the office or
shorten the Notice Period.



     This agreement may also be terminated by Jefferies for Cause without further obligation
hereunder. “Cause” shall mean your:




	 	A.	 	Gross neglect, willful failure or willful refusal to timely perform the duties
of your employment (other than by reason of a physical or mental illness or




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	 	 	 	impairment), or your gross negligence in the performance of your duties; provided,
however, that you shall be given written notice of any such gross neglect, willful
failure or willful refusal to perform your duties and no Cause shall exist if you
have corrected such gross neglect, willful failure or willful refusal to perform
your duties within thirty (30) days of such notice;
	 
	 	B.	 	Material breach of any agreements, covenants or representations made in any
employment agreement or other agreement with Jefferies or any subsidiary or affiliate
of Jefferies or material and willful violation of Jefferies internal policies or
procedures as are in effect as of the date such action is taken or violation of Group’s
Code of Ethics, as amended from time to time; provided however, that you shall be given
written notice of any such breach or violation and no Cause shall exist if you have
corrected, if correctable, such breach or violation within thirty (30) days of such
notice. For purposes of the definition of “Cause” set forth in subsections A. and B.
hereof, no act or failure to act, on your part shall be considered “willful” if done,
or omitted to be done, by you in good faith and with the reasonable belief that such
action or omission was in the best interest of Jefferies.
	 
	 	C.	 	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; or
	 
	 	D.	 	Failure to obtain or maintain any registration, license or other authorization
or approval that you are required to maintain or that Jefferies or any affiliate of
Jefferies reasonably believes is required in order for you to perform your duties;
provided, however, that Jefferies shall give you at least ninety (90) days written
notice of any such registration, license or other authorization or approval that you
are required to obtain.





     You agree that if Jefferies terminates your employment for Cause or you voluntarily leave
Jefferies’ employ without Good Reason prior to the date any payment which is due hereunder is made,
Jefferies shall have no obligation whatsoever to make any further payments to you hereunder.



     You acknowledge and agree that Jefferies’ liability under this Agreement for any alleged
termination of your employment without Cause or for any alleged wrongful termination of your
employment or if you terminate your employment for Good Reason shall be limited to the following:
(i) if such termination is without Cause by Jefferies or by you for Good Reason during the Term:
(a) Jefferies will pay you in cash the salary described in Section II.A through the end of the Term
to the extent such salary has not been paid to you; the amount, if any, owed pursuant to Section
II.E , to the extent, and only to the extent, such amount has not been paid to you by Jefferies;
the 2010 bonus described in Section II.B and the target amount of the 2011 bonus described in
Section II.C , to the extent, and only to the extent, that such bonuses have not been paid to you;
and (b) the RSUs described in Section III which have not yet vested as of the date of



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such termination shall be vested as of the date of such termination; and (ii) if such
termination is without Cause by Jefferies or by you for Good Reason after the expiration of the
Term: (a) Jefferies will pay you in cash the amount of the 2011 bonus described in Section II.C. to
the extent, and only to the extent, that such bonus has not been paid to you, and (b) the RSUs
described in Section III which have not yet vested as of the date of such termination shall be
vested as of the date of such termination. The payments described in this paragraph and the
vesting of the RSUs described in Section III are contingent upon your execution within 21 days (or
such longer period as may be required by law) of a settlement agreement and release substantially
in the form attached as Exhibit C hereto (provided that any period of revocation required by law
has expired without you exercising your right to revoke your agreement to the settlement agreement
and release). Such amounts shall be paid ten days after your release has become irrevocable, and
such shares in settlement of such RSUs shall be distributed within 30 days after your release has
become irrevocable, except to the extent that the six-month delay applies under 409A as provided
below in this Section IV.




     For purposes of this Agreement, “Good Reason” means (i) a material diminution in your job
titles, authority, duties or responsibilities, (ii) without your consent, you no longer report
directly to Jefferies’ Chief Executive Officer, Chairman, Executive Committee or President, (iii)
without your consent, relocation outside the greater New York metropolitan area, it being
understood that in the normal course of your activities, you may be require to travel and to spend
periods of time away from your office in New York City, or (iv) a breach by Jefferies of any of its
material obligations under this Agreement, provided, however, that (a) you must give notice of the
existence of the Good Reason condition within 90 days of its initial existence, by providing
written notice to the Chief Executive Officer of Jefferies, (b) Jefferies shall have 60 days during
which it may remedy or “cure” the circumstances giving rise to Good Reason and no Good Reason shall
exist if Jefferies has remedied or cured the Good Reason during such time period, You must
terminate your employment for Good Reason within one year of the initial existence of the Good
Reason.



     In the event of a termination without Cause by Jefferies or by you for Good Reason, you shall
not be required to take actions in order to mitigate your damages or any amounts due or which will
become due hereunder. Any obligation to mitigate shall not be a defense or offset to Jefferies’
obligation to pay you the full amounts provided in this Agreement upon the occurrence of a
termination without Cause or for Good Reason, at the time provided herein, or the timely and full
performance of any of Jefferies’ other obligations under this Agreement.



     Each amount or benefit payable under this Section IV shall be deemed a separate payment for
purposes of 409A, and such amounts or benefits shall be paid at the times specified above in this
Section IV to the maximum extent permissible under 409A without resulting in tax penalties to you.
For this purpose, however, if all three of the following conditions are met, those portions of such
amounts and benefits constituting a “deferral of compensation” as specified below will be paid on
the first business day of the seventh fiscal month after your “separation from service” as defined
in Treasury Regulation § 1.409A-1(h) (this is referred to as the “six-month delay” below):



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	 	(i)	 	At the time of your separation from service you were a “specified employee” as
defined under 409A (including Treasury Regulation § 1.409A-1(i))
	 
	 	(ii)	 	At the time of your separation from service, the stock of the Company was
publicly traded on an established securities market or otherwise
	 
	 	(iii)	 	A portion of the payments or benefits constitutes a “deferral of compensation”
subject to 409A. For this purpose:






	 	o	 	Any portion of the payments or benefits deemed payable solely
due to involuntary separation from service that qualifies as a “short-term
deferral” under Treasury Regulation § 1.409A-1(b)(4) will not be deemed a
“deferral of compensation” and will be paid without the six-month delay
	 
	 	o	 	Any portion of the payments or benefits deemed payable solely
due to involuntary separation from service up to the limit specified in
Treasury Regulation § 1.409A-1(b)(9)(iii) will not be deemed a “deferral of
compensation” and will be paid without the six-month delay
	 
	 	o	 	Any portion of the payments or benefits, whether or not
separation from service is involuntary, up to the limit specified in Treasury
Regulation § 1.409A-1(b)(9)(v)(D) (if this limited exclusion is not applied to
payments apart from this Agreement) will not be deemed a “deferral of
compensation” and will be paid without the six-month delay
	 
	 	o	 	Any portion of the payments or benefits that may be excluded
from being deemed a “deferral of compensation” under any other applicable
Treasury Regulation or Internal Revenue Service guidance will be paid without
the six-month delay.





     If the six-month delay is applicable to any payment, the payment shall be accelerated upon
your death during the six-month delay period but not for any other reason (except that acceleration
is permitted under Treasury Regulation § 1.409A-3(j)(4)(ii), (iii) and (iv)). For purposes of this
Agreement, any payment that is not excluded from being deemed a “deferral of compensation” under
409A and is payable upon a “termination of employment” shall be payable only upon a “separation
from service” as defined in Treasury Regulation § 1.409A-1(h) or, if the above rules apply, the
specified date at least six months after such separation from service. Any other payments or
benefits under this Agreement shall be paid at the times specified herein.



     You understand and agree that the Company does not make any representations and is not
providing any advice regarding the taxation of the payments hereunder, including but not limited to
taxes, interest and penalties under 409A and similar liabilities under state tax laws. No
indemnification or gross-up is payable under this Agreement with respect to any such tax, interest,
penalty or similar liability, and no interest is payable on any payment or benefit which is subject
to a six-month delay hereunder.



     The terms of this Agreement relating to a deferral of compensation or compensation excluded
from being a deferral under 409A, including any authority of the Company and your rights with
respect thereto, shall be limited to those terms permitted under 409A, and any terms not permitted
under 409A shall be modified and limited to the extent necessary to conform with



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409A but only to the extent that such modification or limitation is permitted under 409A and the
regulations and guidance issued thereunder.



V. ADDITIONAL OBLIGATIONS




     A. Confidential Information. During and after your employment by Jefferies, you will
not, directly or indirectly in one or a series of transactions, disclose to any person, or use or
otherwise exploit for your own benefit or for the benefit of anyone outside of Jefferies without
the consent of Jefferies, any Confidential Information of Jefferies (as such term is defined in
Exhibit A hereto), whether or not reduced to writing or physical embodiment and whether prepared by
you or not; provided however that (i) you shall have no such obligation to the extent such matters
are or become publicly known other than as a result of your breach of your obligations hereunder
and (ii) you may, after giving notice to Jefferies to the extent practicable under the
circumstances, disclose such matters to the extent required by applicable laws or governmental
regulations or judicial or regulatory process. The terms of this Section V.A shall survive the
termination of your employment with Jefferies, regardless of who terminates your employment, or the
reasons therefor.



     B. Non-Competition. While you are an employee of Jefferies, you shall not engage in
Competitive Activity (as such term is defined in Exhibit A hereto).



     C. Non-Solicitation. (i) While you are an employee of Jefferies and for a period of
one year following any termination of your employment, you shall not, directly or indirectly,
solicit any employees, contractors, or other persons who have rendered services to Jefferies and
(ii) while you are an employee of Jefferies and for a period of three months following any
termination of your employment, you shall not, directly or indirectly, solicit any customers or
clients of Jefferies, all as more fully set forth in Exhibit A hereto.



     D. If you willfully breach your obligations in any material respect under this Section V,
Jefferies, in addition to pursuing all available remedies, at law or otherwise, and without
limiting its right to pursue the same, may cease all payments to you under this Agreement. For
purposes of this subsection D, “willfully’ shall have the same meaning set forth in Section IV.
hereof.



     E. Indemnification. You shall be entitled throughout the Term (and after the Term to
the extent relating to service during the Term) to the benefit of the indemnification provisions
contained on the date hereof in the Certificate of Incorporation, as amended, and By-Laws of
Jefferies (not including any amendments or additions after you commence employment hereunder that
limit or narrow the protection afforded to you by those provisions).


VI. MISCELLANEOUS




     You will be entitled to a benefits package commensurate with that received by all other
similarly situated executives of Jefferies during your employment, including, without limitation,
four weeks of vacation, participation in the 401(k)plan, or other profit-sharing plan or program,



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group life insurance, hospitalization, medical, dental, accident, disability or similar plan
or program of Jefferies now existing.




     If you are terminated without Cause, for a period of three months thereafter, you shall
continue to receive your medical coverage in effect immediately prior to your termination without
Cause.



     The amounts referred to above are gross amounts and will be subject to all statutory and any
voluntary deductions.



     All notices, requests, consents and other communications required or permitted to be given
under this Agreement shall be effective only if given in writing and shall be deemed to have been
duly given if delivered personally (by hand or by e-mail), or sent by a nationally recognized
overnight delivery service, or mailed first-class, postage prepaid, by registered or certified
mail, as follows (or to such other or additional address as either party shall designate by notice
in writing to the other in accordance herewith): (i) Jefferies Group, Inc., 520 Madison Ave., New
York, New York 10022, Attention: Chief Executive Officer; and (ii) to you at your residence
address as set forth in this Agreement, with a copy to Martin D. Edel, Miller & Wrubel P.C., 570
Lexington Avenue, New York, New York 10022



     This agreement, together with Exhibit A hereto, constitutes the entire agreement of you and
Jefferies with respect to the subject matters referred to herein, and supersedes all prior or
contemporaneous negotiations, promises, covenants, agreements and representations of every kind or
nature with respect thereto, all of which have become merged and finally integrated into this
agreement.



     This agreement shall be governed by, and construed in accordance with, the laws of the State
of New York, without giving effect to its principles or rules of conflicts of laws, to the extent
that such principles or rules would require or permit the application of the law of another
jurisdiction. You hereby consent that any arbitration proceeding brought by you with respect to
matters related to your employment or this agreement shall be brought before FINRA in the Borough
of Manhattan in the State of New York, or if you are permitted to bring such action in a state or
federal court, then you hereby consent to the personal jurisdiction of the state and federal courts
sitting in the City and State of New York with respect to matters related to your employment or
this agreement, and agree that any action with respect thereto shall be brought in such courts.



     In the event of a conflict between any term of this Agreement and any of the terms of the
agreements or documents referred to herein, the terms of this Agreement shall supersede and govern.



     This Agreement and your rights and obligations hereunder may not be assigned by you



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and except as specifically contemplated in this Agreement, neither you, your legal representative
nor any beneficiary designated by you shall have any right, without the prior written consent of
Jefferies, to assign, transfer, pledge, hypothecate, anticipate or commute to any person or entity
any payment due in the future pursuant to any provision of this Agreement, and any attempt to do so
shall be void and shall not be recognized by Jefferies.




     This Agreement may be amended, modified, superseded, cancelled, renewed or extended and the
terms or covenants hereof may be waived only by written instrument executed by both of the parties
hereto, or in the case of a waiver, by the party waiving compliance. The failure of either party
at any time or times to require performance of any provision hereof shall in no manner affect such
party’s right at a later time to enforce the same. No waiver by either party of the breach of any
term or covenant contained in this Agreement, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of
any other term or covenant contained in this Agreement.



     Neither you nor Jefferies shall have any right to offset any amounts owed by one party
hereunder against amounts owed or claimed to be owed to such party, whether pursuant to this
Agreement or otherwise, and you and Jefferies shall make all the payments provided for in this
Agreement in a timely manner.



     If the above terms are acceptable to you, I request that you signify your acceptance of the
terms of this letter by signing and dating the copy enclosed and returning it to me.



Sincerely,




/s/ Brian Friedman

Chairman, Executive Committee



AGREED TO AND ACCEPTED BY:



/s/ Michael J. Sharp


Dated: 7/15/2010


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EXHIBIT A



1. CONFIDENTIAL INFORMATION




     “Confidential Information” means research, processes, procedures, marketing techniques,
marketing and business development plans, client data and financial information. Confidential
Information may be disclosed in good faith by you in connection with the performance of your duties
under this Agreement. You shall have no obligation hereunder to keep any Confidential Information
confidential if and to the extent disclosure of any thereof is specifically required by law;
provided, however, that in the event disclosure is required by law, you shall provide Jefferies
with prompt notice of such requirement, prior to making the disclosure, so that Jefferies may seek
an appropriate protective order. The term “Confidential Information” shall not be deemed to
include information publicly known in the trade at the time you first learn of the information or
which later becomes commonly known in the trade (other than as a result of a disclosure by you);
nor shall the term include general knowledge or general trade information which you independently
learn nor information already in your possession prior to your employment by Jefferies.


2. COMPETITIVE ACTIVITY




     “Competitive Activity” means that you, whether acting alone or in conjunction with others,
directly or indirectly




	 	A.	 	Are rendering services for any organization or engaging (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
business of Jefferies, its subsidiaries or affiliates; or
	 
	 	B.	 	Are inducing any customer or client of Jefferies, its subsidiaries or
affiliates with whom you have had contacts or relationships, directly or indirectly,
during and within the scope of your employment with Jefferies or any of its
subsidiaries or affiliates, to curtail, limit, or cancel their business with Jefferies,
its subsidiaries or affiliates.





     Notwithstanding the foregoing, following the termination of your employment with Jefferies,
you shall be free to purchase stock or other securities of an organization or business so long as
it is 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.


3. NON-SOLICITATION





	 	A.	 	While you are an employee of Jefferies and for a period of one year following
any termination of your employment, you shall not, directly or indirectly:






	 	i.	 	Solicit, induce, or attempt to influence, any employee of
Jefferies, its subsidiaries or affiliates to terminate their employment with
Jefferies, its subsidiaries or affiliates; or
	 
	 	ii.	 	Solicit, hire or retain as an employee or independent
contractor, or assist any third party in the solicitation, hiring, or retention
as an employee or independent contractor, any person who during the previous 12
months was an employee of




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	 	 	 	Jefferies, or any of its subsidiaries or affiliates.






	 	B.	 	While you are an employee of Jefferies and for a period of three months
following any termination of your employment, you shall not, directly or indirectly,
solicit any customer or client of Jefferies, its subsidiaries or affiliates with whom
you have had contacts or relationships, directly or indirectly, during and within the
scope of your employment with Jefferies or any of its subsidiaries or affiliates, for
the purpose or with the intent of encouraging or inducing such customer or client to
curtail, limit, or cancel their business with Jefferies, its subsidiaries or
affiliates.




4. ACKNOWLEDGMENTS AND REPRESENTATIONS




     You acknowledge and agree that the time periods referred to in the paragraphs above are
reasonable and valid in duration and scope and in all other respects. You also represent that your
financial resources, experience and capabilities are such that the enforcement of the foregoing
covenants will not prevent you from earning a livelihood, and acknowledge that it would cause
Jefferies serious and irreparable injury and cost if you were to use your ability and knowledge in
competition with Jefferies or to otherwise breach the obligations contained in this Agreement. If
the scope of any of the restrictions set forth above are deemed by any arbitration panel, court or
other tribunal to be too broad to permit enforcement of such restriction to its full extent, then
such restriction shall be enforced to the maximum extent permitted by law, and you hereby consent
and agree that such scope may be judicially modified accordingly in any proceeding brought to
enforce such restriction.


5. WORKS FOR HIRE




     You acknowledge and agree that all copyrightable material and other intellectual property
developed or prepared for Jefferies by you during your employment by Jefferies, including without
limitation (a) all computer software and all elements thereof and (b) all inventions, improvements,
discoveries, designs, documents, and other data (whether or not patentable or copyrightable) made,
developed, or first reduced to practice by you for Jefferies, whether solely or jointly with
others, during the period of your employment by Jefferies, are deemed to be developed and prepared
for the sole and exclusive benefit of Jefferies, and all copyrightable material shall constitute
works for hire. Jefferies shall have all right, title, and interest in such material and shall be
the author thereof for all purposes under the copyright laws. In the event that any copyrightable
material is deemed not to be works for hire, you hereby assign such works to Jefferies and agree,
without further compensation or consideration, to immediately take such actions to effect such
assignment as may be requested by Jefferies.



12









 





EXHIBIT B




JEFFERIES GROUP, INC.

2003 Incentive Compensation Plan

Restricted Stock Units Agreement


This Restricted Stock Units Agreement (the “Agreement”) confirms the grant on _____________ (the
“Grant Date”) by Jefferies Group, Inc., a Delaware corporation (the “Company”), to _______________
(“Employee”) of Restricted Stock Units (the “Units”), including rights to Dividend Equivalents as
specified herein, as follows:




	 	 	 

	Number granted:

	 	_________ Units
	 
	 	 
	How Units Vest:

	 	__ % of the Units, if not previously forfeited, will vest on each
of _____, provided that Employee continues to be employed by the Company or a
subsidiary on each vesting date (each, a “Stated Vesting Date”). In addition, if not
previously forfeited, the Units will become vested earlier upon the occurrence of
certain events relating to Termination of Employment to the extent provided in Section
4 of the Terms and Conditions of Restricted Stock Units attached hereto (the “Terms and
Conditions”). The terms “vest” and “vesting” mean that the Units have become
non-forfeitable, except for forfeitures specified under Section 7.4 of the Plan. If
Employee has a Termination of Employment prior to the Stated Vesting Date and the Units
are not otherwise deemed vested by that date, the Units will be immediately forfeited
except as otherwise provided in Section 4 of the Terms and Conditions.
	 
	 	 
	Settlement:

	 	Settlement of vested Units will occur on ________, or as promptly as possible
upon the death or Termination of Employment due to the Disability of Employee or
Termination of Employment by the Company not for Cause following a Change in Control,
except settlement shall be deferred in certain cases in accordance with Section 8(a) of
the Terms and Conditions (the “Settlement Date”). Units granted hereunder will be
settled by delivery of one Share for each Unit being settled (together with any cash or
Shares resulting from Dividend Equivalents). Any settlement required to be made
“promptly” under this Agreement shall in all cases be made not later than 60 days after
the event that triggers such settlement.






     The Units are subject to the terms and conditions of the 2003 Incentive Compensation Plan (the
“Plan”), and this Agreement, including the Terms and Conditions attached hereto. The number of
Units, the kind of shares deliverable in settlement of Units, and other terms relating to the
Units are subject to adjustment in accordance with Section 5 of the Terms and Conditions and
Section 5.3 of the Plan.



     Employee acknowledges and agrees that (i) Units are nontransferable, except as provided in
Section 3 of the Terms and Conditions and Section 9.2 of the Plan, (ii) Units, and certain amounts
of gain realized upon settlement of Units, are subject to forfeiture, whether during employment or
following a Termination of Employment, in the event Employee fails to meet applicable requirements
relating to non-solicitation, confidentiality, and related matters with respect to the Company and
its subsidiaries and affiliates (together, “Group,” and each entity included in Group being a
“Group Entity”), as set forth in



13









 




Section 7.4 of the Plan and (iii) sales of shares delivered in settlement of Units will be
subject to the Company’s policies regulating trading by employees if the recipient is then an
employee of the Company.







14









 








     IN WITNESS WHEREOF, JEFFERIES GROUP, INC. has caused this Agreement to be executed by its
officer thereunto duly authorized, and Employee has duly executed this Agreement, by which each has
agreed to the terms of this Agreement.



	 	 	 	 	 	 	 

	Employee	 	 	 	JEFFERIES GROUP, INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	[Employee Name]
	 	 	 	 	 	 






15









 





TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS




     The following Terms and Conditions apply to the Units granted to Employee by JEFFERIES GROUP,
INC. (the “Company”), and Units (if any) resulting from Dividend Equivalents, as specified in the
Restricted Stock Units Agreement to which these Terms and Conditions are attached (and of which
these Terms and Conditions form a part). Certain terms of the Units, including the number of Units
granted, vesting date(s) and Settlement Date, are set forth on the preceding pages, referred to as
the Cover Page in these Terms and Conditions. The Cover Page and these Terms and Conditions are
collectively referred to as the “Agreement.”



     1. General. The Units are granted to Employee under the Company’s 2003 Incentive Compensation
Plan (the “Plan”). A copy of the Plan and information regarding the Plan, including documents that
constitute the “Prospectus” for the 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 People
Services, then to Plan Documents). All of the applicable terms, conditions and other provisions of
the Plan are incorporated by reference herein. Capitalized terms used in this Agreement but not
defined herein shall have the same meanings as in the Plan. If there is any conflict between the
provisions of this document and mandatory provisions of the Plan, the provisions of the Plan
govern, otherwise, the terms of this document shall prevail. By accepting the grant of the Units,
Employee agrees to be bound by all of the terms and provisions of the Plan (as presently in effect
or later amended), the rules and regulations under the Plan adopted from time to time, and the
decisions and determinations of the Company’s Compensation Committee (the “Committee”) made from
time to time, provided that no such Plan amendment, rule or regulation or Committee decision or
determination shall materially and adversely affect the rights of the Employee with respect to the
Units.



     2. Account for Employee. The Company shall maintain a bookkeeping account for Employee (the
“Account”) reflecting the number of Units then credited to Employee hereunder as a result of such
grant of Units and any crediting of additional Units to Employee pursuant to payments equivalent to
dividends paid on Common Stock under Section 5 hereof (“Dividend Equivalents”).



     3. Nontransferability. Until Units are settled in accordance with the terms of this
Agreement, Employee may not sell, transfer, assign, pledge, margin or otherwise encumber or dispose
of Units or any rights hereunder to any third party other than by will or the laws of descent and
distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the
conditions under Section 9.2 of the Plan.



     4. Termination Provisions. The following provisions will govern the vesting and forfeiture of
the Units in the event of Employee’s Termination of Employment and/or occurrence of a
post-termination Forfeiture Event (as defined below), unless otherwise determined by the Committee
(subject to Section 9(a) hereof):




     (a) Death or Disability. In the event of Employee’s death or Termination of Employment
due to Disability (as defined below), all Units then outstanding, if not previously vested,
will immediately vest, and all Units (if not previously settled) will be settled in
accordance with the settlement terms set out on the Cover Page, giving effect to any valid
deferral election of Employee then in effect. The foregoing notwithstanding, any
distribution resulting from a Disability will be subject to the six-month delay rule in
Section 8(a)(i), if applicable. With respect to any RSUs which do not constitute a deferral
of compensation for purposes of Section 409A of the Internal Revenue Code (the “Code”), only
a termination elected by the Company will be deemed a Termination of Employment due to
Disability.



16









 






     (b) Retirement or Involuntary Termination by the Company not for Cause (and not subject
to Section 4(c)). In the event of Employee’s Retirement or Termination of Employment by the
Company not for Cause (other than a Termination not for Cause following a Change in
Control), Units not previously vested shall not then be forfeited provided that Employee
executes a settlement agreement and release in such form as may be requested by the Company
(and provided further that any period of revocation required by law has expired without
Employee exercising his right to revoke his agreement to the settlement agreement and
release), but thereafter all unvested Units shall be forfeited if there occurs a Forfeiture
Event prior to the Settlement Date which would have applied in the absence of such
Retirement or Termination of Employment. Upon such a Retirement or Termination of
Employment, the then-outstanding Units that are vested at the date of Termination (if not
already settled) and that become vested thereafter will be settled in accordance with the
settlement terms set out on the Cover Page, giving effect to any valid deferral election of
Employee then in effect. A “Forfeiture Event” shall be deemed to occur if, following
Employee’s Retirement or Termination by the Company not 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 Retirement or Termination by the Company not for Cause, Employee shall
be free to purchase stock or other securities of an organization or business so long as it
is 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.




     (c) Termination 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, all of
the then-outstanding Units not vested at the date of Termination will immediately vest and
will be settled promptly thereafter, subject to the six-month delay rule in Section 8(a)(i),
if applicable. 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 Units
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 Units as to which accelerated vesting can apply (or, stated conversely, any
limitation on acceleration of vesting shall apply first to those Units with the lengthiest
remaining vesting period, which Units would result in the highest “parachute payments”).




     (d) Termination by Employee for any Reason or by the Company for Cause. In the event
of a Termination of Employment by the Employee for any reason (other than due to Retirement,
death or Disability) or by the Company for Cause, the portion of the then-outstanding Units
not vested at the date of Termination will be forfeited, and the portion of the
then-outstanding Units that is vested at the date of Termination (if not already settled)
will be settled on the Settlement Date specified on the Cover Page unless forfeited pursuant
to the provisions of Section 7.4 of the Plan, except that any valid deferral election of
Employee shall be given effect.




     (e) Certain Definitions. The following definitions apply for purposes of this
Agreement, whether or not Employee has an employment agreement or other agreement with the
Company, or any of its subsidiaries or affiliates (the Company and any subsidiary or
affiliate each



17









 







being a “Group Entity”) containing the same or similar defined terms:




     (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;
	 
	 	 	 	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




18









 






	 	 	 	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 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) “Retirement” means retirement after attaining the age at which an
Employee’s age plus his years of service equals 60 (or age 62 if Employee has a
title of Executive Vice President or is a member of the Executive Committee),
provided, however, that Employee has provided a minimum of 7.5 years of service to
the Company, its subsidiaries or affiliates. For this purpose, years of service
shall be credited for each twelve month period beginning on the date of Employee’s
commencement of employment with the Company and on each anniversary thereof during
which the Employee was in active employment with the Company.




     (v) “Termination” or “Termination of Employment” means the event by which
Employee ceases to be employed by a Group Entity and immediately thereafter is not
employed by any other Group Entity.



     5. Dividend Equivalents and Adjustments.



19









 






     (a) Dividend Equivalents. Subject to Section 5(d), Dividend Equivalents will be
credited on Units (other than Units that, at the relevant record date, previously have been
settled or forfeited) and deemed reinvested in additional Units, to the extent and in the
manner as follows:




     (i) Cash Dividends. If the Company declares and pays a dividend or
distribution on Shares in the form of cash, then a number of additional Units shall
be credited to Employee’s Account as of the last day of the fiscal quarter in which
such dividend or distribution was paid equal to the number of Units credited to the
Account as of the record date for such dividend or distribution multiplied by cash
amount of the dividend or distribution paid on each outstanding share of Common
Stock at such payment date, divided by the Fair Market Value of a share of Common
Stock at the date of such crediting; provided, however, that in the case of an
extraordinary cash dividend or distribution the Company may provide for such
crediting at the dividend or distribution payment date instead of the last day of
the fiscal quarter.




     (ii) Non-Common Stock Dividends. If the Company declares and pays a dividend
or distribution on Common Stock in the form of property other than shares of Common
Stock, then a number of additional Units shall be credited to Employee’s Account as
of the payment date for such dividend or distribution equal to the number of Units
credited to the Account as of the record date for such dividend or distribution
multiplied by the Fair Market Value of such property actually paid as a dividend or
distribution on each outstanding share of Common Stock at such payment date, divided
by the Fair Market Value of a share of Common Stock at such payment date.




     (iii) Common Stock Dividends and Splits. If the Company declares and pays a
dividend or distribution on Common Stock in the form of additional shares of Common
Stock, or there occurs a forward split of Common Stock, then a number of additional
Units shall be credited to Employee’s Account as of the payment date for such
dividend or distribution or forward split equal to the number of Units credited to
the Account as of the record date for such dividend or distribution or split
multiplied by the number of additional shares of Common Stock actually paid as a
dividend or distribution or issued in such split in respect of each outstanding
share of Common Stock.




     (b) Adjustments. The number of Units credited to Employee’s Account shall be
appropriately adjusted, in order to prevent dilution or enlargement of Employee’s rights
with respect to Units or to reflect any changes in the number of outstanding shares of
Common Stock resulting from any event referred to in Section 5.3 of the Plan, taking into
account any Units credited to Employee in connection with such event under Section 5(a)
hereof, and any performance conditions relating to the Units may be likewise adjusted in the
discretion of the Committee.




     (c) Risk of Forfeiture and Settlement of Units Resulting from Dividend Equivalents and
Adjustments. Units which directly or indirectly result from Dividend Equivalents on or
adjustments to a Unit granted hereunder and which do not result from a dividend or
distribution on Shares in the form of cash shall be subject to the same risk of forfeiture
(including Section 7.4 of the Plan) as applies to the granted Unit and, if not forfeited,
will be settled at the same time as the granted Unit. Units which directly or indirectly
result from Dividend Equivalents on or adjustments to a Unit granted hereunder and which
result from an ordinary dividend or



20









 







distribution on Shares in the form of cash shall not be subject to forfeiture and will
be settled at the same time as the granted Unit (or if the granted Unit is forfeited, then
at the time the granted Unit would have been settled if it were not forfeited). Units which
directly or indirectly result from Dividend Equivalents on or adjustments to a Unit granted
hereunder and which result from an extraordinary dividend or distribution on Shares in the
form of cash shall, unless otherwise determined by the Company at the time of such
extraordinary dividend or distribution, be subject to the same risk of forfeiture (including
additional forfeiture terms of Section 7.4 of the Plan) as applies to the granted Unit and,
if not forfeited, will be settled at the same time as the granted Unit.




     (d) Changes to Manner of Crediting Dividend Equivalents. The provisions of Section
5(a) notwithstanding, the Company may vary the manner and timing of crediting dividend
equivalents for administrative convenience, including, for example, by crediting cash
dividend equivalents rather than additional Units.



     6. Additional Forfeiture Provisions. Employee agrees that, by signing this Agreement and
accepting the grant of the Units, the forfeiture conditions set forth in Section 7.4 of the Plan
shall apply to all Units hereunder and to gains realized upon the settlement of the Units.



     7. Employee Representations and Warranties and Release. As a condition to any non-forfeiture
of the Units at or after Termination of Employment and to any settlement of the Units, the Company
may require Employee (i) to make any representation or warranty to the Company as may be required
under any applicable law or regulation, to make a representation and warranty that no Forfeiture
Event has occurred or is contemplated, and that otherwise the requirements of Section 7.4(d) of the
Plan and Section 7 above have been met, and (ii) to execute a release of claims against the Company
arising before the date of such release, in such form as may be specified by the Company.



     8. Other Terms Relating to Units.




     (a) Deferral of Settlement; Compliance with Code Section 409A. Settlement of any Unit,
which otherwise would occur at the Settlement Date, will be deferred in certain cases if and
to the extent Employee is permitted to participate in the Stock Option Gain and Stock Award
Deferral Program or otherwise permitted to defer the Units and Employee makes a valid
deferral election relating to the Units. Deferrals, whether elective or mandatory under the
terms of this Agreement, shall comply with requirements under Code Section 409A. Deferrals
will be subject to such other restrictions and terms as may be specified by the Company
prior to deferral. It is understood that Code Section 409A and regulations thereunder may
require any elective deferral to comply with Section 409A(a)(4)(C). Other provisions of this
Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations
(including proposed regulations) as presently in effect or hereafter implemented, with
respect to Units other than those which are excluded from being deemed deferrals of
compensation under 409A (note: in some cases the final tranche may qualify for such an
exclusion) (i) a distribution in settlement of Units to Employee triggered by a Termination
of Employment will occur only if the Termination constitutes a “separation from service”
within the meaning of Code Section 409A(a)(2)(A)(i) and, if at the time of such separation
from service Employee is a “specified employee” under Code Section 409A(a)(2)(B)(i) and a
delay in distribution is required in order that Employee will not be subject to a tax
penalty under Code Section 409A, such distribution in settlement of Units will occur at the
date six months after Termination of Employment; and (ii) any rights of Employee or retained
authority of the Company with respect to Units hereunder shall be automatically modified and
limited to the extent necessary so that Employee will not be deemed to be in constructive
receipt



21









 







of income relating to the Units prior to the distribution and so that Employee shall
not be subject to any penalty under Code Section 409A. Other provisions of this Agreement
notwithstanding, if a separation from service occurs within less than six months before the
fixed date specified as the Settlement Date and the six-month delay rule would apply to a
settlement triggered by such separation from service, the settlement will not be made based
on the separation from service, but instead the settlement shall be made based on the fixed
date specified as the Settlement Date.




     (b) Fractional Units and Shares. The number of Units credited to Employee’s Account
shall include fractional Units calculated to at least three decimal places, unless otherwise
determined by the Committee. Unless settlement is effected through a broker or agent that
can accommodate fractional shares (without requiring issuance of a fractional share by the
Company), upon settlement of the Units Employee shall be paid, in cash, an amount equal to
the value of any fractional share that would have otherwise been deliverable in settlement
of such Units.




     (c) Tax Withholding. Employee shall make arrangements satisfactory to the Company, or,
in the absence of such arrangements, a Group Entity may deduct from any payment to be made
to Employee any amount necessary, to satisfy requirements of federal, state, local, or
foreign tax law to withhold taxes or other amounts with respect to the lapse of the risk of
forfeiture (including FICA due upon such lapse) or the settlement of the Units. Unless
Employee has made separate arrangements satisfactory to the Company, the Company may elect
to withhold shares deliverable in settlement of the Units having a fair market value (as
determined by the Committee) equal to the amount of such tax liability required to be
withheld in connection with the settlement of the Units, but the Company shall not be
obligated to withhold such Shares. The Company may specify a reasonable deadline (for
example, 90 days before the Settlement Date) by which separate arrangements must be made for
payment of withholding taxes other than through withholding of shares.




     (d) Statements. An individual statement of Employee’s Account will be issued to
Employee at such times as may be determined by the Company. Such a statement shall reflect
the number of Units credited to Employee’s Account, transactions therein during the period
covered by the statement, and other information deemed relevant by the Committee. Such a
statement may be combined with or include information regarding other plans and compensatory
arrangements for employees. Employee’s statements shall be deemed a part of this Agreement,
and shall evidence the Company’s obligations in respect of Units, including the number of
Units credited as a result of Dividend Equivalents (if any). Any statement containing an
error shall not, however, represent a binding obligation to the extent of such error,
notwithstanding the inclusion of such statement as part of this Agreement.



     9. Miscellaneous.




     (a) Binding Agreement; Written Amendments. This Agreement shall be binding upon the
heirs, executors, administrators, and successors of the parties. This Agreement and the
Plan, and any deferral election separately filed with the Company relating to this Award,
constitute the entire agreement between the parties with respect to the Units, 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 Units 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.



22









 






     (b) No Promise of Employment. The Units and the granting thereof shall not 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 for any period of time, or at any
particular rate of compensation.




     (c) Unfunded Plan. Any provision for distribution in settlement of Employee’s Account
hereunder shall be by means of bookkeeping entries on the books of the Company and shall not
create in Employee or any Beneficiary any right to, or claim against any, specific assets of
the Company, nor result in the creation of any trust or escrow account for Employee. With
respect to any entitlement of Employee or any Beneficiary to any distribution hereunder,
Employee or such Beneficiary shall be a general creditor of the Company.




     (d) 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.




     (e) 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 New York Stock Exchange, FINRA, or any other stock exchange, or any other obligation of
the Company or Employee relating to the Units or this Agreement.




     (f) Notices. Any notice to be given the Company under this Agreement shall be
addressed to the Company at 520 Madison Avenue, 12th Floor, New York, NY 10022, attention:
Corporate Secretary, and any notice to the Employee shall be addressed to the Employee at
Employee’s address as then appearing in the records of the Company.



23









 





EXHIBIT C




          [Date]




[Name]

[Address]



Dear [Name]:



This letter agreement and release (the “Agreement”) confirms our understanding and agreement with
regard to the termination of your employment with Jefferies & Company, Inc. (the “Company”):




     1. Your employment with the Company was terminated effective [Termination Date].



     2. Your total and final payment and benefits from the Company shall be as follows:



          (a) Regardless of whether you sign this Agreement:





	 	(i)	 	You have received your regular salary on a
normal pay period cycle through and until [Termination Date].
	 
	 	(ii)	 	Your comprehensive life, accidental death and
dismemberment and long and short term disability insurance benefits and
all other benefits ceased as of [Termination Date]. You may have
conversion privileges under some of these benefits programs. Please
contact People Services for details.
	 
	 	(iii)	 	Except as provided in Section 2(b)(ii), your
coverage under the Company’s group medical and dental insurance
programs will cease as of [Date]. You may be eligible for continued
coverage under these programs pursuant to COBRA at your own expense.
Specific information regarding COBRA continuation will be sent to you
separately.
	 
	 	(iv)	 	You ceased participating in the Company’s
401(k), profit-sharing, pension, ESOP, stock purchase plan, restricted
stock award plan, deferred compensation plan and all similar plans in
which you participated or for which you were eligible as of
[Termination Date]. You retain your right to vested benefits you have
earned and are entitled to, if any, through [Termination Date].
Specific information concerning those plans in which you participated
will be forwarded to you separately.
	 
	 	(v)	 	You will be reimbursed for all approved and
authorized out-of-pocket expenses incurred through the date of
termination of your




24









 






	 	 	 	employment provided that you submit appropriate documentation by no
later than X date.





          (b) Provided that you execute this Agreement by [Termination Date + 21 days] and do not revoke
it as provided in paragraph 19, and in consideration for your waiver and release in paragraph 4(a)
below,





	 	(i)	 	The Company will provide you with a lump sum
payment of $______.00 (the “Separation Payment”), less statutory
deductions for all applicable federal and state taxes and withholding.
The Separation Payment includes, but is not limited to, any severance
payment to which you might otherwise have been entitled pursuant to
Company policy, and any discretionary bonuses awarded to you through
the effective date of the termination of your employment. The
Separation Payment shall be made at the times specified in Section 2(c)
below.
	 
	 	(ii)	 	You will be covered under the Company’s group
medical and dental insurance through [Date]. Thereafter, you may be
covered under COBRA. This continued coverage after [Date] shall be
available at your own expense. This continued coverage shall be
subject to and in accordance with the terms of the documents governing
the program.
	 
	 	(iii)	 	The [insert number] of restricted stock units
granted to you on [insert commencement date of employment] which
remained unvested as of the date of termination of your employment are
vested as of the effective date of this Agreement and shall be
distributed to you in accordance with the Restricted Stock Units
Agreement executed by you on [insert date].
	 
	 	(iv)	 	The following grants of restricted stock and
restricted stock units (“RSUs”) of Jefferies Group, Inc. will not be
forfeited upon the termination of your employment, but will continue to
vest in accordance with the terms and conditions set forth in the
Restricted Stock Agreement and the Restricted Stock Unit Agreements
governing those grants subject to the following. The restricted stock
and the RSUs will continue to vest provided (a) there is no breach of
the terms and conditions of the Restricted Stock Agreement or the
Restricted Stock Unit Agreements and (b) the conditions set forth
therein for the continued vesting of the restricted stock and the RSUs
are complied with through the respective vesting dates of the
restricted stock and the RSUs. For the avoidance of doubt, if there is
a Forfeiture Event as defined in the Restricted Stock Agreement or the
Terms and Conditions of Restricted Stock Units (including but not
limited to your going to




25









 






	 	 	 	work for a competitor of the Company) prior to the time the
restricted stock and the RSUs described herein have fully vested, all
restricted stock and RSUs which have not yet vested as of the date of
such Forfeiture Event will be forfeited. You acknowledge and agree
that you are responsible for the payment of all taxes and withholding
on the RSUs/shares which have vested and/or are distributed to you.
Provided that the conditions set forth herein are complied with, the
restricted stock and RSUs which are eligible to continue to vest are
as follows:
	 
	 	 	 	[Insert details of additional RSU/restricted stock grants that allow
for continued vesting upon a termination of employment not for Cause]





               (c) Each element of the Separation Payment, including any portion representing severance to
which you would have been entitled under any Company policy, any bonus payment, and any other
portion of the Separation Payment, shall be deemed a separate payment for purposes of Section 409A
of the Internal Revenue Code (“409A”). These portions comprising the Separation Payment, to the
maximum extent permissible under 409A without resulting in tax penalties to you, will be paid ten
days after this Agreement becomes effective in accordance with paragraph 19. [For this purpose,
however, because the following three conditions are met, those portions of the Separation Payment
constituting a “deferral of compensation” as specified below will be paid on the first business day
of the seventh fiscal month after your “separation from service” as defined in Treasury Regulation
§ 1.409A-1(h) (this is referred to as the “six-month delay” below):





	 	(i)	 	At the time of your separation from service you were a “specified employee” as
defined under 409A (including Treasury Regulation § 1.409A-1(i))
	 
	 	(ii)	 	At the time of your separation from service, the stock of the Company was
publicly traded on an established securities market or otherwise
	 
	 	(iii)	 	A portion of the Separation Payment, in the amount of $_____, constitutes a
“deferral of compensation” subject to 409A. For this purpose:






	 	o	 	Any portion of the Separation Payment deemed payable solely due
to involuntary separation from service that qualifies as a “short-term
deferral” under Treasury Regulation § 1.409A-1(b)(4) will not be deemed a
“deferral of compensation” and shall be paid without the six-month delay;
	 
	 	o	 	Any portion of the Separation Payment deemed payable solely due
to involuntary separation from service up to the limit specified in Treasury
Regulation § 1.409A-1(b)(9)(iii) will not be deemed a “deferral of
compensation” and shall be paid without the six-month delay
	 
	 	o	 	Any portion of the Separation Payment, whether or not
separation from service is involuntary, up to the limit specified in Treasury
Regulation § 1.409A-1(b)(9)(v)(D) (if this limited exclusion is not applied to
payments apart from this Agreement) will not be deemed a “deferral of
compensation” and may be paid without the six-month delay




26









 






	 	o	 	Any portion of the Separation Payment that may be excluded from
being deemed a “deferral of compensation” under any other applicable Treasury
Regulation or Internal Revenue Service guidance may be paid without the
six-month delay.




If the six-month delay is applicable to any payment, the payment shall be accelerated upon the your
death during the six-month delay period but not for any other reason. For purposes of this
Agreement, any payment that is not excluded from being deemed a “deferral of compensation” under
409A shall be payable only upon a “separation from service” as defined in Treasury Regulation §
1.409A-1(h) or, if the six-month delay applies, the specified date at least six months after such
separation from service. Any other payments or benefits under this Agreement shall be paid at the
times specified herein, except that the rules set forth above shall apply to such payments and
benefits (in addition to their application to Separation Payments) so that such payments and
benefits will not be provided during the six months following separation from service to the extent
necessary to comply with applicable requirements under Treasury Regulation § 1.409A-1(i)(2)
(without affecting the timing of payments and benefits to be provided after such six-month delay
period).]




          (d) You understand and agree that the Company does not make any representations and is not
providing any advice regarding the taxation of the payments hereunder, including but not limited to
taxes, interest and penalties under 409A and similar liabilities under state tax laws. No
indemnification or gross-up is payable under this Agreement with respect to any such tax, interest,
penalty or similar liability, and no interest is payable on any payment or benefit which is subject
to a six-month delay hereunder. You hereby release the Company from any and all claims related to
the imposition of taxes on the amounts payable hereunder and hold the Company harmless in the event
of any claims made against you related to taxes due upon the amounts payable hereunder.




          (e) The terms of this Agreement relating to a deferral of compensation or compensation
excluded from being a deferral under 409A, including any authority of the Company and your rights
with respect thereto, shall be limited to those terms permitted under 409A, and any terms not
permitted under 409A shall be modified and limited to the extent necessary to conform with 409A but
only to the extent that such modification or limitation is permitted under 409A and the regulations
and guidance issued thereunder.




     3. You understand and agree that you are receiving compensation, payments and/or benefits
under this Agreement which are in excess of those to which you are now or in the future may be
entitled from the Company or Releasees (as defined in paragraph 4(c) below). You further
understand and agree that the foregoing consideration provided to you under the terms of this
Agreement is in addition to anything of value to which you are otherwise entitled. You represent,
warrant and acknowledge that the Company or Releasees (as defined in paragraph 4(c) below) owe you
no wages, commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay, or other
compensation or payments or form of remuneration of any kind or nature, other than that
specifically provided for in this Agreement.



27









 





     4. In exchange for the compensation, payments, benefits and other consideration provided to
you pursuant to this Agreement, you agree as follows:



          (a) To the fullest extent permitted by law, you waive, release and forever discharge the Company
and Releasees (as defined in paragraph 4(c) below) from any and all legally waivable claims,
grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions,
causes of action, suits, arbitrations, sums of money, wages, attorneys’ fees, costs, damages, or
any right to any monetary recovery or any other personal relief, whether known or unknown, in law
or in equity, by contract, tort, law of trust or pursuant to federal, state or local statute,
regulation, ordinance or common law, which you now have, ever have had, or may hereafter have,
based upon or arising from any fact or set of facts, whether known or unknown to you, from the
beginning of time until the date of execution of this Agreement, arising out of or relating in any
way to your employment relationship with the Company and Releasees or other associations with the
Company and Releasees or any termination thereof. Without limiting the generality of the
foregoing, this waiver, release, and discharge includes any claim or right based upon or arising
under any federal, state or local fair employment practices or equal opportunity laws, including,
but not limited to, the Age Discrimination in Employment Act (29 U.S.C. Section 621, et seq.)
(“ADEA”), the Older Workers’ Benefits Protection Act, the Rehabilitation Act of 1973, the Worker
Adjustment and Retraining Notification Act, 42 U.S.C. Section 1981, Title VII of the Civil Rights
Act of 1964, the Equal Pay Act, the Employee Retirement Income Security Act (“ERISA”) (including,
but not limited to, claims for breach of fiduciary duty under ERISA), the Americans With
Disabilities Act, the Sarbanes-Oxley Act, the New York State Human Rights Law, the New York State
Constitution, the New York Labor Law, the New York Civil Rights Law, the New York City Human Rights
Law, the New York Executive Law, [add any other relevant state laws], including all amendments to
any of the foregoing.




          (b) Notwithstanding the generality of the foregoing, nothing herein constitutes a release or
waiver by you of: (i) any claim or right you may have under COBRA; (ii) any claim or right you may
have for unemployment insurance benefits or Workers’ Compensation benefits; (iii) any claim or
right that may arise after the execution of this Agreement; (iv) any claim or right you may have
under this Agreement; or (v) any vested benefits under the written terms of a qualified employee
pension benefit plan.




          (c) For purposes of this Agreement, the term “the Company and Releasees” includes the Company
and the Company’s parents, subsidiaries, related companies, partnerships and joint ventures,
predecessors, and successors, and, with respect to each such entity, all of its past and present
employees, officers, directors, shareholders, owners, representatives, agents, attorneys, assigns,
insurers, employee benefits plans and such plans’ administrators, fiduciaries, trustees, record
keepers and service providers, and each of its and their respective successors and assigns, each
and all of them in their personal and representative capacities, and any other persons or entities
acting on behalf of any of these persons or entities.




     5. Nothing contained in this Agreement shall be deemed to constitute an admission or evidence
of any wrongdoing or liability on the part of you or the Company or Releasees, nor of any violation
of any federal, state or municipal statute, regulation or principle of common law



28









 




or equity. The Company expressly denies any wrongdoing of any kind in regard to your
employment or your termination.




     6. Subject to paragraph 10 below:



          (a) You agree to maintain in confidence and not publish, release or in any manner disclose
this Agreement and all attachments hereto, the terms of this Agreement, or any communications
relating to the execution of this Agreement; however, you may discuss the terms of this Agreement
with your attorney, your financial advisors and your immediate family members, provided that you
shall be responsible for any breach of confidentiality by any such individuals.




          (b) Unless you shall first secure the Company’s written consent, you shall not directly or
indirectly publish, disclose, market or use, or authorize, advise, hire, counsel or otherwise
procure any other person or entity, directly or indirectly, to publish, disclose, market or use,
any trade secrets, proprietary computer software and programs, and other confidential and
proprietary information and materials of or about the Company and Releasees and their operations
and customers, including any confidential and proprietary information and materials of which you
became aware or informed during your employment with the Company (“Company Proprietary
Information”). Such Company Proprietary Information is and shall continue to be the exclusive
proprietary property of the Company and Releasees.




     7. You represent that you have returned to the Company any and all original and duplicate
copies of all your work product and of files, fiscals, books, records, notes, notebooks, customer
lists and proposals to customers, manuals, computer disks, diskettes and any other magnetic and
other media materials you have in your possession or under your control belonging to the Company or
Releasees or containing confidential or proprietary information concerning the Company or Releasees
or their customers or operations (“Company Information”).



     8. You acknowledge and agree that, by virtue of the various positions that you have held with
the Company and Releasees, your assistance may be required, whether in connection with formal or
informal investigations, court proceedings, arbitrations and other forms of actions, and whether by
the Company and Releasees or any third party. Therefore, you agree to provide such assistance to
the Company or Releasees in connection with such investigations, proceedings, arbitrations and
actions as may be requested of you from time to time.



     9. You agree to perform all acts and execute and deliver any documents that may be reasonably
necessary to carry out the provisions of this Agreement.



     10. Notwithstanding the foregoing, you understand that nothing in this Agreement shall
prohibit or restrict any party or such party’s attorneys from their rights to: (i) make any
disclosure of relevant and necessary information or documents in any action, investigation, or
proceeding relating to this Agreement, or as required by law or legal process; or (ii) participate,
cooperate, or testify in any action, investigation, or proceeding with, or provide information to,
any governmental agency or legislative body, any self-regulatory organization, or the Company’s
Legal Department; provided that, to the extent permitted by law, upon receipt of
any subpoena,



29









 




court order or other legal process compelling the disclosure of any such information or
documents, the disclosing party gives prompt written notice to the other party so as to permit such
other party to protect such party’s interests in confidentiality to the fullest extent possible.
You acknowledge and agree, however, that should you or any person, organization, or entity file,
charge, claim, sue, or cause or permit to be filed any action, investigation, or proceeding arising
out of or related to your employment or termination of employment with the Company, pursuant to
paragraph 4(a), you waive any right to any personal or monetary relief in any such action,
investigation, or legal proceeding.




     11. This Agreement may not be changed orally, and no modification, amendment or waiver of any
of the provisions contained in this Agreement, nor any future representation, promise or condition
in connection with the subject matter of this Agreement shall be binding upon any party hereto
unless made in writing and signed by such party.



     12. In the event you breach any of the provisions of paragraphs 6 through 9 of this Agreement,
you agree that the Company will be entitled to all appropriate remedies and damages, including but
not limited to seeking the return of all compensation, payments and benefits provided for in this
Agreement. You recognize that money damages will not be adequate to compensate the Company or to
protect and preserve the status quo. Therefore, you expressly consent to the issuance of a
temporary restraining order and/or a preliminary injunction, by any court or arbitral forum of
competent jurisdiction to prohibit the breach of those provisions of this Agreement.



     13. Except as provided in paragraph 12 of this Agreement, any controversy or claim arising out
of or relating to your employment or this Agreement will be settled by arbitration before FINRA in
accordance with its rules. The award rendered in arbitration shall be final and binding, and
judgment upon the award entered by the arbitrator(s) may be entered in any court of competent
jurisdiction. In addition, you agree to stipulate, upon request by the Company, to expedited
hearing procedures for such arbitration. You acknowledge that a court or an arbitration panel can
issue an injunction to maintain the status quo pending the outcome of any arbitration proceeding
that may be initiated, and further, that the propriety of temporary and preliminary injunctive
relief will be decided by a court and not by an arbitration panel should the Company in its sole
discretion elect to seek such relief in court. This arbitration agreement applies (but is not
limited) to statutory discrimination, harassment, retaliation and whistleblower claims under Title
VII of the Civil Rights Act of 1964, the ADEA, the Americans with Disabilities Act, or any other
federal, state or local discrimination, wage payment, whistleblower or fair employment practices
law, statute or regulation, or common law rules. You understand and agree that by entering into
this agreement, you are waiving any right to file a lawsuit or to have a jury trial over any claim
covered by this agreement, any right to bring or litigate any such claim as a class or collective
action, and any right to act as a class representative or to participate as a member of a class of
claimants with respect to any such claim.



     14. This Agreement shall be subject to and governed by and interpreted in accordance with the
laws of the State of New York without regard to conflicts of laws principles. This Agreement
contains the entire agreement between us and supersedes and terminates any and all previous
agreements between us, whether written or oral. All prior and contemporaneous



30









 




discussions and negotiations have been and are merged and integrated into, and are superseded
by, this Agreement.




     15. In the event that, any one or more provisions (or portion thereof) of this Agreement is
held to be invalid, illegal or unenforceable for any reason, you and the Company agree that the
relevant provision (or portion thereof) shall be construed or modified so as to provide the Company
with the maximum protection that is lawful and enforceable, consistent with the intent of the
Company and you in entering into this Agreement. If the relevant provision (or portion thereof)
cannot be construed or modified to render it lawful and enforceable, the unlawful or unenforceable
provision shall be construed as narrowly as possible and shall be severed from the remainder of the
relevant provision(s) and the remainder of this Agreement shall be given full force and effect.
Notwithstanding the foregoing, if the waiver and release of claims set forth in paragraph 4 is held
to be invalid, illegal or unenforceable, the Company shall be relieved of its obligations under
paragraph 2(b).



     16. This Agreement shall inure to the benefit of and shall be binding upon (a) the Company,
its successors and assigns, and any company with which the Company may merge or consolidate or to
which the Company may sell all or substantially all of its assets and (b) you and your executors,
administrators, heirs and legal representatives. You may not sell or otherwise assign your rights,
obligations, or benefits under this Agreement and any attempt to do so shall be void.



     17. All notices in connection with or provided for under this Agreement shall be validly given
or made only if made in writing and delivered personally or mailed by registered or certified mail,
return receipt requested, postage prepaid, to the party entitled or required to receive the same,
as follows:


If to you, addressed to:



[Name/Address]



If to the Company, addressed to:



Judith Kester

Jefferies & Company, Inc.

11100 Santa Monica Blvd, 11th Floor

Los Angeles, CA 90025



or at such other address as either party may designate to the other by notice similarly given.
Notice shall be deemed to have been given upon receipt in the case of personal delivery and upon
the date of mailing in the case of mail.




     18. You acknowledge and agree that:



          (a) The Company advises you to consult with an attorney before signing this Agreement.







31









 








          (b) You have obtained independent legal advice from an attorney of your own choice with
respect to this Agreement, or you have knowingly and voluntarily chosen not to do so.




          (c) You have entered into this Agreement knowingly and voluntarily.




          (d) You have read and understand this entire Agreement.




          (e) Changes to the Company’s offer contained in this Agreement whether material or immaterial
will not restart the twenty-one (21) day consideration period provided for in paragraph 2(b) below.




          (f) In exchange for your waivers, releases and commitments set forth herein, including your
waiver and release of all claims arising under the ADEA, the payments, benefits and other
considerations that you are receiving pursuant to this Agreement exceed any payment, benefit or
other thing of value to which you would otherwise be entitled, and are just and sufficient
consideration for the waivers, releases and commitments set forth herein




     19. You further acknowledge and agree:



          (a) You have been afforded at least twenty-one (21) days in which to consider this Agreement.
You acknowledge that, if you elect to sign this Agreement, the executed Agreement must be returned
to the Company by U.S. mail postmarked on or before the twenty-first day after you receive this
Agreement to Judith Kester, at the address indicated above. If the twenty-first day referenced
above falls on a Saturday, Sunday, or holiday, the 21-day time limit shall be extended to the next
business day.




          (b) Once you have signed the Agreement, you will then be permitted to revoke this Agreement at
any time during the period of seven (7) days following its execution by delivering to Judith Kester
at the address indicated above a written notice of revocation. If you wish to revoke this
Agreement, the notice of revocation must be received by the Company no later than the eighth day
following your execution of this Agreement. If the seventh day referenced above falls on a
Saturday, Sunday, or holiday, the 7-day time limit shall be extended to the next business day.
This Agreement will not be effective or enforceable and no benefits shall be provided hereunder
unless and until the seven-day revocation period has expired without your having exercised your
right of revocation.




          (c) In the event that you fail to execute and return this Agreement on a timely basis, or you
execute and then elect to revoke this Agreement, this Agreement will be of no force or effect, and
neither you nor the Company will have any rights or obligations hereunder.



If this Agreement conforms to your understanding and is acceptable to you, please indicate your
agreement by signing and dating the enclosed copy of this Agreement in the space provided below and
returning the executed Agreement to the Company as provided in paragraph 19 above. You must sign
this Agreement before a notary. If you cannot locate a notary, please contact me and I will
arrange either to have a notary present in my office when you wish to sign, or will give you an
address at another Company location where notaries are available.






32









 








	 	 	 	 	 
	 	Sincerely,



JEFFERIES & COMPANY, INC.

 	 
	 	By:  	 	 
	 	 	Company Representative 	 
	 	 	Title 	 
	 


ACCEPTED AND AGREED:




	 	 	 	 	 

	 
	 	 	 	 
	 

	 	 	 	 
	     [Name]

	 	 	 	  Date






	 	 	 

	State of ________

	:	 
	 

	:	 
	County of ________

	:	 






     On this __ day of ________, before me personally came [Name] to me known and known to me to be
the person described in and who executed the foregoing Agreement, and [he/she] duly acknowledged to
me that [he/she] executed the same.



                                                            

Notary Public



My commission expires:




______________________





33