exv10w14






Exhibit 10.14




RESTRICTED STOCK AGREEMENT




          THIS AGREEMENT (this “Agreement”), between KBW, Inc., a Delaware corporation (the “Company”),
and the employee executing this agreement (the “Employee”), dated as of the Date of Grant (the
“Grant Date”) in the electronic notice dated February 8, 2010 (the “February 8 Notice”) attached
hereto (which notice insofar as it specifies the Date of Grant, Share Price on Grant Date, Number
of Shares and Market Value of Grant Date is expressly made a part hereof).




W I T N E S S E T H




          In consideration of the mutual promises and covenants made herein and the mutual benefits to
be derived herefrom, the parties hereto agree as follows:



1. Grant, Vesting and Forfeiture of Restricted Stock.



(a) Grant. Subject to the provisions of this Agreement (including the Period of
Restriction set forth herein) and to the provisions of the KBW, Inc. 2009 Incentive Compensation
Plan (the “Plan”), the Company hereby grants to the Employee on the Grant Date such number (the
“Number of Shares”) of restricted shares (the “Restricted Stock”) of common stock (the “Common
Stock”) of the Company, par value $0.01 per share as shall be set forth in the February 8 Notice
and as shown in the account records of the Employee (“Employee Account Records”) as being granted
hereby. The Employee Account Records shall be held by the Bank of New York Mellon (the “Transfer
Agent”). Employee may view such Employee Account Records at the Internet URL address of the
Transfer Agent maintained for that purpose at https://m1.melloninvestor.com/mellonone/login.jsp.
The Employee Account Records relating to the Restricted Stock are expressly made a part hereof,
subject to correction for errors by the Corporation, for purposes of establishing the Number of
Shares, Grant Date and vesting schedule relating to the Restricted Stock. In the event of any
discrepancy between the February 8 Notice and the Employee Account Records, the Employee Account
Records shall be used to determine correct information. All capitalized terms used herein, to the
extent not defined, shall have the meaning set forth in the Plan.



(b) Vesting during the Period of Restriction. Subject to the terms and conditions of
this Agreement and those of the Plan, the Restricted Stock shall vest and no longer be subject to
any restriction on the Vest Dates and in the respective amounts vesting on such dates set forth in
the Employee Account Records (such period during which restrictions apply is the “Period of
Restriction”).



(c) Forfeiture upon Termination of Employment; Accelerated Vesting upon Termination Due to
Death or Disability. Upon the Employee’s Termination for any reason (other than due to the
Employee’s Retirement, death or Disability) during the Period of Restriction, all Shares of
Restricted Stock subject to the Period of Restriction and not theretofore






 









 







vested in accordance herewith shall be forfeited. Upon the Employee’s Termination during the
Period of Restriction due to the Employee’s death or Disability, the Period of Restriction
applicable to the Shares of Restricted Stock, not theretofore forfeited in accordance herewith,
shall lapse, and such Shares of Restricted Stock shall become free of all restrictions and become
fully vested. Upon the Employee’s Termination during the Period of Restriction upon Retirement,
the Period of Restriction applicable to the Restricted Stock shall continue, and such Restricted
Stock shall continue to potentially vest according to the original vesting schedule specified in
the Employee Account Records, unless the Company, in its sole discretion elects to accelerate such
vesting schedule. Nothing in this Agreement or the Plan shall confer upon the Employee any right
to continue in the employ of the Company or any Subsidiary or Affiliate or interfere in any way
with the right of the Company or any Subsidiary or Affiliate to terminate the Employee’s employment
at any time.



2. Issuance of Shares.




          During the Period of Restriction, the Restricted Stock may be evidenced by a stock certificate
or certificates as set forth in Section 4 below or by a book-entry in the records of the Transfer
Agent in the Employee’s name, which shall be subject to a stop transfer order consistent with this
Agreement and the Plan and the legend set forth in Section 4 hereof. Subject to Section 8 hereof
(pertaining to the withholding of taxes), as soon as practicable after the applicable portion of
the Period of Restriction lapses (provided there has been no prior forfeiture of the
Restricted Stock pursuant to the terms of this Agreement and the Plan), the Company shall issue (or
cause to be delivered) the Shares of Restricted Stock becoming vested upon such lapse to the
Employee or to Employee’s personal representative, in book-entry or certificate form. Such Shares
shall be free of restrictions or restrictive legends making reference to this Agreement, except
that such Shares shall be subject to any restrictions required under the federal securities laws or
as otherwise provided by Section 7 hereof. Notwithstanding the foregoing, the Company shall be
entitled to hold the Shares of Restricted Stock that have vested until the Company or the Transfer
Agent shall have received from the Employee a duly executed Form W-9 or W-8, as applicable.



3. Non-transferability of the Restricted Stock.




          During the Period of Restriction, the Shares of Restricted Stock shall not be transferable by
the Employee by means of sale, assignment, exchange, encumbrance, pledge or otherwise. Any
purported or attempted transfer of such Shares or such rights shall be null and void.



4. Rights as a Stockholder.




          Except as otherwise specifically provided in this Agreement, during the Period of Restriction
the Employee shall have all the rights of a stockholder with respect to the Restricted Stock,
including without limitation the right to vote the Restricted Stock and the right to receive any
dividends with respect thereto. If the Company declares and pays cash dividends on the Shares
during the Period of Restriction, the Employee shall be paid such dividends with respect to such
Shares at such time as such dividends are paid to holders of Shares generally.







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5. Certificates.




          Any certificates representing the Shares of Restricted Stock as originally issued or from time
to time issued during the Period of Restriction shall bear the following legend:





The Shares represented by this stock certificate have been granted as restricted stock under
a Restricted Stock Agreement between the registered holder of these Shares and KBW, Inc.
(the “Company”). The Shares represented by this stock certificate may not be sold,
exchanged, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed
of until the restrictions set forth in the Restricted Stock Agreement between the registered
holder of these Shares and the Company shall have lapsed.


6. Payment of Transfer Taxes, Fees and Other Expenses.




          The Company agrees to pay any and all original issue taxes and stock transfer taxes that may
be imposed on the issuance of Shares received by an Employee in connection with the Restricted
Stock, together with any and all other fees and expenses necessarily incurred by the Company in
connection therewith.



7. Other Restrictions.




          (a) The Restricted Stock shall be subject to the requirement that, if at any time the Company
shall determine that (i) the listing, registration or qualification of the Shares subject or
related thereto upon any securities exchange or under any state or federal law, or (ii) the consent
or approval of any government regulatory body, or (iii) an agreement by the Employee with respect
to the disposition of Shares is necessary or desirable as a condition of, or in connection with,
the delivery or purchase of Shares pursuant thereto, then in any such event, the grant of
Restricted Stock shall not be effective unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any conditions not acceptable to
the Company.




          (b) The Employee acknowledges that the Employee is subject to the Company’s policies regarding
compliance with securities laws, including but not limited to its Insider Trading Policy (as in
effect from time to time and any successor policies), and, pursuant to these policies, the Employee
shall be required to obtain pre-clearance prior to purchasing or selling any of the Company’s
securities, including any Shares issued upon vesting of the Restricted Stock, and may be prohibited
from selling such Shares other than during an open trading window. The Employee further
acknowledges that, in its discretion, the Company may prohibit the Employee from selling such
Shares even during an open trading window if the Company has concerns over the potential for
insider trading.



8. Taxes and Withholding.




          No later than the date as of which an amount first becomes includible in the gross income of
the Employee for federal, state, local or foreign income or employment or other tax purposes with
respect to any Restricted Stock, the Employee shall pay to the Company, or make arrangements
satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes
that are required by applicable laws and regulations to be withheld with respect to






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such amount. The obligations of the Company under this Agreement shall be conditioned on
compliance by the Employee with this Section 8, and the Company shall, to the extent permitted by
law, have the right to deduct or cause to be deducted by the Transfer Agent any such taxes from any
payment otherwise due to the Employee, including the delivery of the Restricted Stock that gives
rise to the withholding requirement.



9. Notices.




          All notices and other communications under this Agreement shall be in writing and shall be
given by hand delivery to the other party or by facsimile, overnight courier, or registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:



          If to the Employee:



At the most recent address

on file at the Company.



          If to the Company:



KBW, Inc.

787 Seventh Avenue

New York, New York 10019

Attention: Mitchell B. Kleinman, Esq.

Executive Vice President and General Counsel

Facsimile: (212) 541-6668



or to such other address or facsimile number as any party shall have furnished to the other in
writing in accordance with this Section 9. Notices and communications shall be effective when
actually received by the addressee. Notwithstanding the foregoing, the Employee consents to
electronic delivery of documents required to be delivered by the Company under the securities laws.



10. Effect of Agreement.




          Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure
to the benefit of any successor or successors of the Company.



11. Consent to Jurisdiction.




          Any and all disputes, controversies or claims arising under or out of this Agreement,
including without limitation any issues involving the enforcement or interpretation of any of the
provisions of this Agreement and/or relating to or concerning the Restricted Stock awarded under
this Agreement, 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. (the “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.







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12. Severability.




          The invalidity or enforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.



13. Conflicts and Interpretation.




          In the event of any conflict between this Agreement and the Plan, the Plan shall control. In
the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent,
the Plan shall govern including, without limitation, the provisions thereof pursuant to which the
Committee has the power, among others, to (a) interpret the Plan, (b) establish, adopt, amend,
waive and/or rescind rules and regulations relating to the Plan, and (c) exercise all such other
authorities, take all such other actions and make all such other determinations as it deems
necessary or advisable for the proper operation and/or administration of the Plan.



14. Amendment.




          The Committee may modify, amend or waive the terms of this Restricted Stock award, including
this Agreement, prospectively or retroactively, subject to the terms and conditions of the Plan.
The waiver by either party of compliance with any provision of this Agreement shall not operate or
be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by
such party of a provision of this Agreement.



15. Headings.




          The headings of paragraphs herein are included solely for convenience of reference and shall
not affect the meaning or interpretation of any of the provisions of this Agreement.



16. Counterparts.




          This Agreement may be executed in counterparts, which together shall constitute one and the
same original.







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     IN WITNESS WHEREOF, as of the Grant Date above written, the Company has caused this Agreement
to be executed on its behalf by a duly authorized officer and the Employee has hereunto set the
Employee’s hand.




	 	 	 	 	 	 	 
	 	 	KBW, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Mitchell Kleinman
	 	 
	 

	 	 	 	Executive Vice President and	 	 
	 

	 	 	 	General Counsel	 	 






     AGREED AND ACCEPTED, as of the Grant Date




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name of Employee:
	 	 







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