EX-10.1



 Exhibit 10.1 

Stifel Financial Corp 
 2017
Restricted Stock Award Agreement 
 THIS AGREEMENT (the “Award Agreement”), effective as of the date shares of Restricted Stock
are transferred pursuant to the Stifel Financial Corp Restricted Stock Unit Modification of Award (the “Modification”), governs shares of Restricted Stock transferred by Stifel Financial Corp. (the “Company”), to the Participant
named in the Modification. 
 The Stifel Financial Corp. 2001 Incentive Stock Plan (the “Plan”) and this Award Agreement provide a
complete description of the terms and conditions governing the Restricted Stock. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall govern. All capitalized terms shall have
the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein. The parties hereto agree as follows: 

1. Employment with the Company. Except as may otherwise be provided in Section 6, the Restricted Stock
granted hereunder is granted on the condition that the Participant remains an employee of the Company or an affiliate, or, if applicable, comply with the Non-Competition/Solicitation provisions, from the Date
of Grant through (and including) the respective applicable Lapse of Restriction Date, as set forth in the Modification (each such time period is referred to herein as a “Period of Restriction”). 

This grant of Restricted Stock shall not confer any right to the Participant (or any other Participant) to be granted Restricted Stock or
other Awards in the future. 
 2. Certificate Legend. Any certificate or other documentation representing
shares of Restricted Stock granted pursuant to the Plan shall bear the following legend: 
 “The sale or transfer of shares of stock
represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Stifel Financial Corp. 2001 Incentive Stock Plan, and in the associated Award Agreement. A
copy of this Plan and such Award Agreement may be obtained from Stifel Financial Corp.” 
 3. Removal of
Restrictions. Except as may otherwise be provided herein and in the Plan, the shares of Restricted Stock subject to this Award Agreement shall become freely transferable by the Participant on the date and in the number set forth under the
applicable Lapse of Restriction Date described in the Modification, subject to applicable federal and state securities laws. Once shares of Restricted Stock are no longer subject to any restrictions, the Participant shall be entitled to have the
legend required by Section 2 of this Award Agreement removed from the applicable stock certificates or other documentation. 

4. Voting Rights and Dividends. During the Period of Restriction, the Participant may exercise full voting rights
and shall receive all dividends and other distributions paid with respect to the shares of Restricted Stock while they are held. If any such dividends or distributions are paid in shares, such shares shall be subject to the same restrictions on
transferability as are the shares of Restricted Stock with respect to which they were paid. 

  
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 5. Forfeiture. A Participant shall forfeit nonvested Restricted
Stock that converted from RSUs that were awarded as retention stock or recruiting awards upon termination of employment with the Company and its Affiliates before the end of the applicable Period of Restriction, except as provided in Section 6.
Nonvested Restricted Stock that converted from RSUs received as “normal” SWAP deferrals (as opposed to retention stock and recruiting awards) will be designated
“Non-Competition/Solicitation”-type awards, pursuant to Section 5.6 of the SWAP, which means that the vesting of those shares of Restricted Stock will be not be subject to Participant’s
continued employment by Stifel, but rather the vesting will be subject to Participant’s not engaging in a Competitive Activity or a Soliciting Activity (each as defined in the SWAP). A Participant shall forfeit Restricted Stock designated “Non-Competition/Solicitation”-type awards if the Participant violates such noncompetition provisions before the end of the applicable Period of Restriction. with respect to Restricted Stock that converted
from RSUs that were awarded as retention stock or recruiting awards 
 6. Extended Vesting for Noncompetition.
With respect to Restricted Stock that converted from RSUs that were awarded as retention stock or recruiting awards, if Participant incurs a termination of employment before the end of the applicable Period of Restriction, but, at the discretion of
the Company’s Chief Executive Officer (“CEO”) or the Administrator, is granted the right to keep nonvested Restricted Stock, subject to compliance with the non-competition provisions hereunder
or an alternative agreement not to compete, the shares of Restricted Stock subject to this Award Agreement shall become freely transferable by the Participant on the date and in the amount set forth under the applicable Lapse of Restriction Date
above, so long as the Participant does not engage in a Competitive Activity or Soliciting Activity (each as defined in the SWAP), in an alternative agreement not to compete. Participant must apply for such a forfeiture waiver in writing. For the
sake of clarity, one of the purposes of the discretion afforded the CEO and the Administrator in this Section is to allow the Company, acting through the CEO or the Administrator, to provide an exception to the forfeiture provisions when that result
is in the best interests of the Company based on an evaluation of the particular facts and circumstances of Participant’s termination of employment. An exception granted to another employee shall not give the Participant any right to such an
exception. 
 7. Satisfaction of SWAP Awards. As a condition of the grant of Restricted Stock subject to
this Award Agreement, Participant agrees that payment of the awards under the Stifel Financial Corp. Wealth Accumulation Plan is satisfied in full by the transfer of Restricted Stock as specified in the Modification. 

8. Nontransferability. Unless otherwise determined by the Administrator pursuant to the terms of the Plan, during
the Periods of Restriction, shares of Restricted Stock granted pursuant to this Award Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (a “Transfer”), other than by will or by the laws of
descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of shares of Restricted Stock is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the
shares of Restricted Stock, the 

  
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Participant’s right to such shares of Restricted Stock shall be immediately forfeited by the Participant to the Company, and the Modification and this Award Agreement shall automatically
lapse without further action by the Company. 
 9. Recapitalization. In the event there is any change in the
Company’s Common Stock through the declaration of stock dividends or through recapitalization resulting in stock splits or through merger, consolidation, exchange of shares, or otherwise, the number and class of shares of Restricted Stock
subject to this Award Agreement may be equitably adjusted by the Administrator, in its sole discretion, to prevent dilution or enlargement of rights. 

10. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the
Participant or beneficiary to remit to the Company, an amount as determined by the Company sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation), domestic or foreign, required by law or regulation
to be withheld with respect to any taxable event arising as a result of this Award Agreement (and may require or allow such greater payment as is permissible under applicable tax, legal, accounting and other guidance). The Participant may elect,
subject to any procedural rules adopted by the Administrator, to satisfy the statutory withholding tax requirement, in whole or in part, by having the Company withhold shares having an aggregate Fair Market Value on the date the tax is to be
determined, equal to the maximum statutory withholding tax rate (and the Company may require or allow such greater payment as is permissible under applicable tax, legal, accounting and other guidance). 

11. Other Tax Matters. The Participant shall review with his or her own tax advisors the federal, state, local
and other tax consequences, including those in addition to any tax withholding obligations, of the investment in the Restricted Stock and the transactions contemplated by this Award Agreement. The Participant has the right to file an election under
Section 83 of the Code. The filing of the 83(b) election is the responsibility of the Participant. The Participant must notify the Company of the filing on or prior to the day of making the filing. 

12. Continuation of Employment. This Award Agreement shall not confer upon the Participant any right to
continuation of employment by the Company, nor shall this Award Agreement interfere in any way with the Company’s right to terminate the Participant’s employment at any time. 

13. Entire Award; Modification 

This Award Agreement and the Plan constitute the entire agreement between the parties with respect to the terms and supersede all prior or
written or oral negotiations, commitments, representations and agreements with respect thereto. The terms and conditions set forth in this Award Agreement may only be modified or amended in writing, signed by both parties. 

14. Severability 

In the event any one or more of the provisions of this Award Agreement shall be held invalid, illegal or unenforceable in any respect in any
jurisdiction, such provision or provisions shall be automatically deemed amended, but only to the extent necessary to render such 

  
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provision or provisions valid, legal and enforceable in such jurisdiction, and the validity, legality and enforceability of the remaining provisions of this Award Agreement shall not in any way
be affected or impaired thereby. 
 15. Miscellaneous. 

 

	 	(a)	This Award Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the
Administrator may adopt for administration of the Plan. The Administrator shall have the right to impose such restrictions on any shares acquired pursuant to this Award Agreement, as it may deem advisable, including, without limitation, restrictions
under applicable federal securities laws, under applicable federal and state tax law, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, and under any blue sky or state securities laws
applicable to such shares. 

 It is expressly understood that the Administrator is authorized to administer, construe, and
make all determinations necessary or appropriate to the administration of the Plan and this Award Agreement, all of which shall be binding upon the Participant. 
  

	 	(b)	The Administrator may terminate, amend, or modify the Plan; provided, however, that no such termination, amendment, or modification of the Plan may in any material way adversely affect the Participant’s vested
rights under this Award Agreement, without the written consent of the Participant. 

  

	 	(c)	The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities and tax laws in exercising his or her rights under this Award Agreement. 


 

	 	(d)	This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. 


 

	 	(e)	All obligations of the Company under the Plan and this Award Agreement, with respect to the Restricted Stock, shall be binding on any successor to the Company, whether the existence of such successor is the result of a
direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 

  

	 	(f)	To the extent not preempted by federal law, this Award Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. 


  
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