Lock Up Agreement



 Exhibit 10.1 
 LOCK UP AGREEMENT 
 LOCK UP AGREEMENT (the “Agreement”), dated as of March 18,
2009 among NewStar Financial, Inc., a Delaware corporation (together with its subsidiaries, the “Company”) and the management stockholders signatory hereto (the “Management Stockholders” and each a
“Management Stockholder”). 
 WHEREAS, on the date hereof each of the Management Stockholders has been granted options to
purchase shares of the Company’s common stock (“Options”), and as a condition to such grant, the Compensation Committee of the Company has imposed certain restrictions on the transfer of the proceeds of the Options upon
exercise; 
 WHEREAS, each of the Management Stockholders is bound by the terms of a covenant not to compete and a covenant not to solicit as
set forth in the Management Stockholder’s applicable Employment Agreement (the “Restrictive Covenants”); 
 NOW,
THEREFORE, in consideration of these premises and for other good and valuable consideration given to each party hereto, the receipt of which is hereby acknowledged, the parties agree as follows: 
 1. Definitions. 
 (a) “Proceeds” means
proceeds received from an exercise of all or a portion of Options at the time of such exercise, net of all taxes. 
 (b) “Restricted
Period” means the period from the date hereof until the date one year after the date of termination of employment of the Management Stockholder. 
 (c) “Transfer” means to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer, whether directly or indirectly, or agree or commit to do any of the foregoing.

 2. Prohibited Transfers. 
 (a) During
the Restricted Period, each Management Stockholder shall not Transfer more than fifty percent (50%) of the Proceeds from Options exercised by such Management Stockholder during such period (the “Restricted Proceeds”).
Notwithstanding the foregoing, nothing in this agreement shall limit a Management Stockholder’s ability to Transfer the Transferable Proceeds. For purposes of this agreement, the remaining 50% of Proceeds from Options exercised by such
Management Stockholder during such period that may be Transferred shall be referred to as the “Transferable Proceeds”. 
 (b) In connection with the termination of such Management Stockholder’s employment with the Company, such Management Stockholder hereby agrees that, if the Board of Directors of the Company, in its sole discretion, at any time during
the 








 
Restricted Period and for a period of ninety (90) days thereafter, determines that the Management Stockholder has violated or breached the Restrictive
Covenants at any time prior to the expiration of the Restricted Period, then all of such Management Stockholder’s Restricted Proceeds shall be forfeited for no consideration. 
 3. Administration. The Restricted Proceeds that cannot be Transferred by a Management Stockholder pursuant to this Agreement shall be held, for such Management Stockholder’s account, by Merrill Lynch in
its capacity as the administrator of the Company’s equity award programs, until the termination of this Agreement. 
 4. Miscellaneous.

 (a) Termination of Agreement. This Agreement and the Management Stockholder’s obligations hereunder shall terminate and have no
further force and effect with respect to each Management Stockholder upon the earlier of (i) ninety (90) days after such Management Stockholder’s Restricted Period ends, or (ii) upon a Change of Control (as defined in the
applicable Management Stockholder’s Employment Agreement). 
 (b) Successor and Assigns. This Agreement is intended to bind and
inure to the benefit of each of the Management Stockholders and their respective successors, assigns, heirs, executors, administrators and representatives. 
 (c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement. 
 (d) Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein. 
 (e) Amendments. This Agreement may not be modified, amended
or supplement except in writing signed by each of the parties hereto. 
 (f) Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law of the State of Delaware. 
 *** Remainder of Page Intentionally Left Blank *** 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above.

  

			
	NEWSTAR FINANCIAL, INC
	
	 /s/ Timothy Conway

	Name:	 	Timothy Conway
	Title:	 	President
	
	MANAGEMENT STOCKHOLDERS
	
	 /s/ Peter Schmidt-Fellner

	Peter Schmidt-Fellner
	
	 /s/ Robert T. Clemmens

	Robert T. Clemmens
	
	 /s/ William G. Mallon

	William G. Mallon
	
	 /s/ John J. Frishkopf

	John J. Frishkopf
	
	 /s/ Timothy J. Conway

	Timothy J. Conway
	
	 /s/ John K. Bray

	John K. Bray
	
	 /s/ J. Daniel Adkinson

	J. Daniel Adkinson
	
	 /s/ David R. Dobies

	David R. Dobies
	
	 /s/ Robert K. Brown

	Robert K. Brown
	
	 /s/ R. Scott Poirier

	R. Scott Poirier


 MANAGEMENT TEAM LOCK UP AGREEMENT