Exhibit 10.1


LaBRANCHE &
CO INC.

SENIOR EXECUTIVE BONUS PLAN


(As Amended March 30, 2006)


1.             Purpose.
The purpose of the LaBranche & Co Inc. Senior Executive Bonus Plan
(the “Plan”) is to attract, motivate and retain certain “executive officers”
(as defined in Rule 3b-7 promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) of LaBranche & Co Inc. (the “Company”)
and its subsidiaries and affiliates (collectively with the Company, the “Firm”)
in order to promote the Firm’s long-term growth and profitability. It is
intended that all bonuses payable under the Plan be considered
“performance-based compensation” within the meaning of
section 162(m)(4)(c) of the Internal Revenue Code of 1986, as amended
(the “Code”), and the treasury regulations issued thereunder, and the Plan
shall be interpreted and construed accordingly.


2.             Administration.


(a)           Committee. Subject to Section 2(c) hereof,
the Plan shall be administered by a committee (the “Committee”) appointed by
the Board of Directors of the Company (the “Board”), whose members shall serve
at the pleasure of the Board. The Committee at all times shall be composed of
at least two directors of the Company, each of whom is an “outside director”
within the meaning of Section 162(m) of the Code and Treasury
Regulation Section 1.162-27(e)(3) and a “non-employee director”
within the meaning of Rule 16b-3 promulgated under the Exchange Act.
If for any reason any member of the Committee does not qualify as an “outside
director” or as a “non-employee director,” such non-compliance shall not affect
the validity of any awards, determinations, certifications or interpretations
made by, or any other actions of, the Committee hereunder. Unless otherwise
determined by the Board, the Committee shall be the Compensation Committee of
the Board.


(b)           Authority of Committee. Subject to the
limitations of the Plan, the Committee, acting in its sole and absolute
discretion, shall have full power and authority to designate those Executive
Officers of the Firm, in addition to the Chief Executive Officer of the
Company, who shall participate in the Plan (the “Participants”) for each “Performance
Period” (as defined in Section 3 hereof), exercise all the other powers
granted to it under the Plan, construe, interpret and apply the provisions of
the Plan, prescribe, amend and rescind rules and regulations relating to
the Plan, including rules governing its own operation, make all
determinations necessary or advisable in administering the Plan (including,
without limitation, calculating the amount of the bonus payable to each
Participant), correct any defect, supply any omission and reconcile any
inconsistency in the Plan, and make any and all determinations and
interpretations and take such other actions as may be necessary or desirable in
order to carry out the provisions, intent and purposes of the Plan. The
determination of the Committee on all matters relating to the Plan shall be
final, binding and conclusive.


(c)           Allocation and Delegation of Authority. The
Committee may allocate among its members and may delegate some or all of its
authority or administrative responsibility to such individual or individuals
who are not members of the Committee or Participants as it shall deem necessary
or appropriate, provided, however, that the Committee may not allocate or
delegate any of its authority or administrative responsibility hereunder (and
no such attempted delegation shall be effective) if such allocation or
delegation would cause any bonus payable under the Plan not to be considered “performance-based
compensation” within the meaning of Section 162(m)(4)(C) of the Code
and the



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Treasury
Regulations issued thereunder, and any such attempted delegation shall be null
and void ab initio.


(d)           Indemnification.
The Company shall indemnify and hold harmless each member of the
Committee and any person to whom any duty or power relating to the
administration or interpretation of the Plan is properly delegated from and
against any loss, cost, liability (including any sum paid in settlement of a
claim with the approval of the Board), damage and expense (including reasonable
legal and other expenses incident thereto) arising out of or incurred in
connection with the Plan, unless and except to the extent attributable to such
person’s fraud or willful misconduct.


3.             Performance Periods. The Plan shall operate over a series of fiscal year periods, or portions
thereof to the extent consistent with Treasury Regulation Section 1.162-27(e)(2) (each,
a “Performance Period”), as determined by the Committee. Performance Periods
under the Plan may run consecutively or concurrently.


4.             Participation. Prior to the earlier of (i) the 90th day after the commencement of a Performance
Period, or (ii) the date on which 25% of the Performance Period has
elapsed (or by such other date as may be required or permitted under Treasury
Regulation Section 1.162-27(e)(2)) (the “Establishment Date”), the Committee
shall designate the Participants for such Performance Period. The names of the Participants
shall be set forth in the written record of the proceedings in which such
designation occurs. No Participant for any particular Performance Period shall
be eligible to receive any amount under the LaBranche & Co Inc. Annual
Incentive Plan (the “Annual Incentive Plan”) for any portion of the same Performance
Period. The Committee shall have the authority to (1) remove Participants
from the Plan for a Performance Period at any time during such Performance Period,
and (2) add Participants to the Plan for a Performance Period prior to the
Establishment Date for such Performance Period.


5.             Bonus Amounts.


(a)           Maximum Individual Award.
Each Participant shall be paid a bonus amount for each
Performance Period equal to 5% of the Company’s “Pre-Tax Income” (as defined
below) during such Performance Period, less the amount, if any, previously paid
under the Plan (in cash and/or equity-based awards) to such Participant with
respect to any prior Performance Period ending during the same fiscal year
period concurrently which such Performance Period ends.


(b)           Maximum Plan Award. In no event shall the
aggregate amount paid under the Plan and the Annual Incentive Plan with respect
to any fiscal year of the Company exceed 30% of the Company’s Pre-Tax Income
for such fiscal year.


(c)           Negative Discretion. Notwithstanding
anything to the contrary in the Plan, the Committee may, in its sole
discretion, reduce or eliminate the bonus amount otherwise payable to any
Participant for a particular Performance Period at any time prior to the payment
of bonuses to Participants for such Performance Period pursuant to Section 8
hereof.


(d)           Definition of Pre-Tax Income. “Pre-Tax
Income” shall mean the Company’s “income before provision for income taxes” as
reported on the Company’s consolidated financial statements for the relevant
Performance Period, but adjusted by disregarding: (i) amounts expensed as
a result of the amortization of equity-based awards granted to any individual
at any time, (ii) amounts expensed as a result of the amortization of grants
of equity-based awards granted in connection with any acquisition, (iii) losses
related to the impairment of goodwill, other intangible assets and exchange
memberships, (iv) restructuring expenses, (v) gains or losses on the
extinguishment of Company debt, (vi)



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gains or losses on the restructuring of Company debt or other
liabilities, (vii) gains or losses that are the direct result of major
casualties or natural disaster, (viii) non-cash gains or losses with
respect to the shares of NYSE Group stock acquired, and continued to be held,
by the Company in connection with the consummated merger between the NYSE and
Archipelago Holdings, Inc., and (ix) any other expenses, losses,
income or gains that are separately disclosed and are unusual in nature or infrequent
in occurrence.


6.             Termination of Employment. If a Participant’s employment with the Firm
terminates for any reason before the end of a Performance Period, the Committee
shall have the discretion to determine whether such Participant’s bonus for such
Performance Period shall be forfeited or reduced on a pro-rata basis to reflect
the portion of such Performance Period during which the Participant was
employed by the Firm, and whether to make such other arrangements as the Committee
deems appropriate in connection with the termination of such Participant’s
employment.


7.             Certification of Performance Goals and Determination of Bonus Amounts.
Following the completion
of each Performance Period, but prior to the payment of bonuses with respect to
such Performance Period pursuant to Section 8 hereof, the Committee shall
certify the attainment of the performance goals hereunder and determine the
amount of each Participant’s bonus (if any) for such Performance Period and the
method and timing of its payment, which certification and determinations shall
be set forth in the written record of the proceedings in which such
determinations occur. No Participant shall have any rights to payment of any
bonus under the Plan for any Performance Period unless and until the Committee
certifies the attainment of the performance goals hereunder and determines such
Participant’s bonus (if any) for such Performance Period.


8.             Payment of Bonus Amount; Deferral. Each Participant’s bonus shall be payable by
such Participant’s Participating Employer (as defined in Section 10(j) hereof),
or in the case of a Participant employed by more than one Participating Employer,
by each such employer as determined by the Committee. Bonuses hereunder shall
be payable, in the discretion of the Committee, in cash and/or equity-based
awards (including unrestricted shares of Common Stock, restricted shares of Common
Stock, options to purchase shares of Common Stock, restricted stock units or
any other equity-based award permitted under the LaBranche & Co Inc. Equity
Incentive Plan, as amended, or any successor or future plan or any combination
thereof). The cash portion of the bonus shall be paid at such time as bonuses
are generally paid by the Participating Employer(s) for the relevant Performance
Period, but in no event later than the 15th day of the third month following the Company’s
first taxable year in which such amount is no longer subject to a substantial
risk of forfeiture. Any equity-based awards shall be subject to such terms and
conditions (including vesting requirements) as the Committee and the
administrative committee of the plan under which such equity-based award is
granted may determine. Subject to compliance with Section 409A of the
Code, each Participant may be permitted or required to defer receipt of
part or all of any bonus otherwise payable to him or her under the Plan on
such terms and conditions as may be imposed by the Committee.


9.             Amendment;Termination. The Board reserves the right at any time and
from time to time to modify, alter, amend, suspend, discontinue or terminate
the Plan in any respect whatsoever, provided that no such action
may reduce the amount of any bonus previously determined by the Committee
pursuant to Section 7 hereof (including any bonus (and any earnings
thereon) deferred pursuant to Section 8 hereof) that is then owed by the Firm
to a Participant without such Participant’s consent, and no modification,
amendment or alteration that would require stockholder approval in order for
bonuses paid pursuant to the Plan to constitute “performance-based
compensation” within the meaning of Section 162(m)(4)(c) of the Code
shall be effective without the approval of the stockholders of the Company as
required by Section 162(m) of the Code and the Treasury Regulations
issued thereunder, unless the Board determines that the qualification of such
bonuses as “performance-based compensation” within the meaning of Section 162(m)(4)(c) of
the Code is no longer necessary or desirable.



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10.           General Provisions.


(a)           Nonassignability.
No rights of any Participant (or of any beneficiary pursuant to
this Section 10(a)) under the Plan may be sold, exchanged, transferred,
assigned, hypothecated or otherwise disposed of (including through the use of
any cash-settled instrument), either voluntarily or involuntarily. Any sale,
exchange, transfer, assignment, hypothecation or other disposition in violation
of the provisions of this Section 10(a) shall be null and void ab initio. In the event of a Participant’s
death, any previously earned and unpaid bonus shall be paid to such Participant’s
estate.


(b)           Plan Creates No Employment
Rights. Nothing in the Plan shall confer upon any
Participant the right to continue in the employ or other service of the Firm or
affect the right of the Firm to terminate such employment or other service at
any time.


(c)           Waiver of Rights.
Each Participant recognizes and agrees that prior to being
selected by the Committee to participate in the Plan, such Participant has no
rights hereunder. Accordingly, in consideration of the designation of a
Participant to participate in the Plan, each Participant expressly waives any
right to contest the amount of any bonus payable hereunder, the terms of the
Plan or any determination, action or omission hereunder by the Committee, the
Company or the Board.


(d)           Unfunded Plan. The
Plan shall be unfunded. The Firm shall not be required to establish any special
segregation of assets to assure payment of bonuses hereunder.


(e)           Arbitration. Any
dispute, controversy or claim between the Firm and any Participant arising out
of or relating to or concerning the provisions of the Plan shall be finally
settled by arbitration in New York City before, and in accordance with the rules then
obtaining of, the New York Stock Exchange, Inc. (“NYSE”) or, if the NYSE
declines to arbitrate the matter, the American Arbitration Association (the “AAA”)
in accordance with the commercial arbitration rules of the AAA. Prior to
arbitration, all claims asserted by any Participant must first be submitted to
the Committee in accordance with claims procedures established by the Committee
in its sole discretion.


(f)            Governing Law. All
rights and obligations under the Plan shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to
principles of conflict of laws.


(g)           Tax Withholding.
In connection with any payments to a Participant or other event
under the Plan that gives rise to a federal, state, local or other tax
withholding obligation (including, without limitation, FICA tax), the Firm may
deduct or withhold (or cause to be deducted or withheld) from any payment or
distribution to such Participant, whether or not pursuant to the Plan, or the
Committee shall be entitled to require that such Participant remit cash (through
payroll deduction or otherwise), in each case in an amount sufficient in the
opinion of the Firm to satisfy such withholding obligation.


(h)           Right of Offset.
The Firm shall have the right to offset against the obligation to
pay a bonus to any Participant, any outstanding amounts such Participant then
owes to the Firm.


(i)            No Third Party
Beneficiaries. The Plan shall not confer on any person
other than the Firm and the Participants any rights or remedies hereunder.


(j)            Participating Employers.
Each subsidiary or affiliate of the Company that is the principal
employer of a Participant shall be deemed to have adopted the Plan (a “Participating



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Employer”). Except for purposes of determining the amount of each
Participant’s bonus, the Plan shall be treated as a separate plan maintained by
each Participating Employer and the obligation to pay a bonus to each
Participant shall be the sole liability of the Participating Employer(s) by
which the Participant is employed, and neither the Company nor any other Participating
Employer shall have any liability with respect to such amounts.


(k)           Successors and Assigns.
The terms of the Plan shall be binding upon and inure to the
benefit of each Participant, the Firm and the Firm’s successors or assigns.


(l)            Amendments to Plan Subject to Stockholder Approval.
The amendments to the Plan adopted March 30, 2006 are subject to
approval by the stockholders of the Company at the Company’s 2006 Annual
Meeting in accordance with Section 162(m)(4)(C) of the Code and
Treasury Regulation Section 1.162-27(e)(4), and no bonus shall be
payable hereunder absent such stockholder approval.


 



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