exhibit10061410.htm


    Exhibit
10.1

    


    


    AMENDMENT NO. 2
TO

    PROFESSIONAL SERVICES
AGREEMENT

    


    THIS
AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT (this “Amendment”) is made
and agreed to as of the 14th day of June, 2010, by and between FBR Capital
Markets Corporation, a Virginia corporation (the “Company”) and
Crestview Advisors, L.L.C., a Delaware limited liability company (“Crestview”).

    


    RECITALS

    


    A.           The
Company and Crestview are parties to that certain Professional Services
Agreement dated as of July 20, 2006, between the Company and Crestview, as
amended by that certain Amendment No. 1 to Professional Services Agreement dated
as of September 19, 2008 (as so amended, the “Professional Services
Agreement”);

    


    B.           The
Company and Crestview now desire to amend Section 1.03(a) of the Professional
Services Agreement to reflect a decision made by the Company’s board of
directors on June 3, 2010 to give Crestview the right to receive restricted
shares of the Company’s common stock and/or options to purchase shares of the
Company’s common stock in lieu of a portion of the cash Advisory Fee payable to
Crestview under the Professional Services Agreement.

    


    AGREEMENT

    


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

    


    1.           Amendment.

    


    The Company and Crestview hereby agree
that Section 1.03 of the Professional Services Agreement is hereby amended by
inserting the following proviso at the end of Section 1.03(a):

    


    “provided further, that
beginning with the Advisory Fee payable for the full year 2010, and for each
subsequent year in which an Advisory Fee is payable, Crestview shall have the
right to elect to receive a portion of such Advisory Fee in restricted shares of
the Company’s common stock and/or options to purchase shares of the Company’s
common stock, in each case on terms that are substantially similar to the annual
retainer terms available to directors who are not employees of the Company or
employees of an affiliate of the Company (“Non-Affiliate Directors”), up to an
amount equal to the lesser of (x) twice the minimum annual retainer payable to
Company Non-Affiliate Directors, and (y) the full Advisory Fee.”

    


    2.           Defined
Terms.

    


    All capitalized terms used herein and
not defined herein shall have the meanings ascribed to them in the Professional
Services Agreement.

    


    3.           Counterparts.

    


    This Amendment may be executed in any
number of counterparts and by any party hereto on a separate counterpart, each
of which when so executed and delivered shall be deemed an original and all of
which taken together shall constituted but one and the same
instrument.

    


    4.           Agreement in Full Force and
Effect.

    


    Other than as expressly provided in
this Amendment, all provisions in the Professional Services Agreement shall
remain unchanged and in full force and effect.

    


    [SIGNATURES
APPEAR ON FOLLOWING PAGE]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the parties have signed this Amendment as of the date first
above written.

    


    COMPANY:                                                         FBR
CAPITAL MARKETS CORPORATION

    


    By:___________________________

    Name:
Bradley J. Wright

    Title:
Executive Vice President and

             Chief
Financial Officer

    


    


    CRESTVIEW:                                                      CRESTVIEW
ADVISORS, L.L.C.

    


    By:___________________________

    Name:
Thomas S. Murphy, Jr.

    Title:
Managing Director