exv10w15






Exhibit 10.15




KBW, INC. 2009 INCENTIVE COMPENSATION PLAN

LONG-TERM INCENTIVE PROGRAM




          The Committee hereby establishes this KBW, Inc. Long-Term Incentive Program (the
“LTIP”) under the KBW, Inc. 2009 Incentive Compensation Plan (the “Plan”). The
LTIP is intended to allow the Company to make certain Awards under the Plan in furtherance of the
purposes of the Plan. Capitalized terms that are not defined herein shall have the same meanings
given to such terms in the Plan. The LTIP is subject to all of the terms and conditions of the
Plan, and if any provision of the LTIP conflicts with any provision of the Plan, the terms and
conditions of the Plan shall control.




          1. Awards. Subject to the terms and provisions of the Plan and the LTIP, the
Committee may grant awards under the LTIP (“LTIP Awards”) in the form of Performance Units
under the Plan to such Employees as the Committee may select in such amounts and pursuant to such
terms and conditions consistent with the LTIP as the Committee shall determine and set forth in the
applicable Award Agreement. Any such LTIP Awards for a Performance Cycle (within the meaning of
Section 2(a) hereof) shall be made by the Committee not later than 90 days after the commencement
of such Performance Cycle. Each Participant’s Award Agreement shall set forth the amount in
dollars of such Participant’s LTIP Award that may be earned in accordance with Section 2 hereof
with respect to a Performance Cycle. Unless otherwise determined by the Committee, LTIP Awards are
intended to qualify as Performance-Based Compensation.




          2. Earning of LTIP Awards.




          (a) Performance Cycle. The LTIP shall be implemented by successive overlapping
three-year Performance Cycles beginning on January 1 of each calendar year; provided,
however, that, with respect to LTIP Awards granted in calendar year 2010, the Committee
shall establish three LTIP Awards for each Participant hereunder consisting of (i) an amount with
respect to the Performance Cycle consisting of calendar year 2010, (ii) an amount with respect to
the Performance Cycle consisting of calendar years 2010 and 2011, and (iii) an amount with respect
to the Performance Cycle consisting of calendar years 2010, 2011 and 2012.




          (b) Cumulative EPS Targets. The extent to which LTIP Awards with respect to a
Performance Cycle shall become earned shall be determined by the Committee based upon the Company’s
cumulative earnings per share as reported in the Company’s consolidated annual financial statements
for such Performance Cycle, subject to any adjustment (if at all) as the Committee may determine in
accordance with Section 12.2 of the Plan and the immediately following sentence hereof
(“Cumulative EPS”). Not later than 90 days after the commencement of each Performance
Cycle, and as otherwise required by the Plan, the Committee shall establish in writing the
Threshold, Target and




 









 




Maximum Cumulative EPS Targets and any such adjustments (“Cumulative EPS Targets”) for
such Performance Cycle.




          (c) Percentage of LTIP Awards Earned. Following the end of each Performance Cycle,
the Committee shall determine and certify in writing the extent to which the Cumulative EPS Targets
were in fact satisfied for such Performance Cycle, if at all, based on the Company’s actual
Cumulative EPS (“Actual Cumulative EPS”) for such Performance Cycle and the percentage of
the LTIP Awards earned for such Performance Cycle in accordance with the following schedule,
subject to any adjustment by the Committee in its discretion in the case of any or all
Participants, provided, however, that in the case of any Covered Employee, any such
adjustment is made in accordance with Section 12.3 of the Plan:




	 	 	 	 	 
	 	 	Percentage of
	Actual Cumulative	 	LTIP Awards
	EPS	 	Earned
	Maximum or above
	 	 	200	%
	Target
	 	 	100	%
	Threshold or Below 
	 	 	0	%
	 Threshold
	 	 	  	  






               If Actual Cumulative EPS is between Threshold and Target or between Target and Maximum, the
percentage of LTIP Awards earned between 0% and 100% or between 100% and 200%, respectively, shall
be determined by linear interpolation (subject to any adjustment otherwise permitted by this
Section 2(c)).



          3. Settlement of LTIP Awards. Subject to Section 4 hereof, the percentage (if any) of
each Participant’s LTIP Award stated in his or her Award Agreement that is earned with respect to a
Performance Cycle as provided in Section 2(c) hereof shall be paid by the Company or a Subsidiary
or Affiliate as soon as administratively practicable after (but no later than 21/2 months after the
calendar year end coincident with) the end of such Performance Cycle. Payments hereunder shall be
made in cash, Shares, or a combination thereof, in accordance with the Plan, as determined by the
Committee in its discretion.




          4. Termination of Employment. Except as otherwise provided in this Section 4, a
Participant shall not be entitled to any payment of an LTIP Award with respect to a Performance
Cycle ending after his or her Termination. In the event of a Participant’s Termination during a
Performance Cycle due to (a) Termination by the Company or a Subsidiary or Affiliate without Cause,
(b) Termination by such Participant with Good Reason or (c) the Participant’s death, Disability or
Retirement, such Participant will be entitled to payment of a pro-rata portion (based on the
portion of such Performance Cycle that such Participant was actively employed by the Company or a
Subsidiary or Affiliate) of his or her LTIP Award with respect to such Performance Cycle at the end
of such Performance Cycle in accordance with the LTIP as if such Termination had otherwise not
occurred.








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          5. Miscellaneous. The Board or the Committee may, at any time and with or without prior
notice, amend, alter, suspend or terminate the LTIP in accordance with Article XVI of the Plan.
For the avoidance of doubt, prior to the time the Committee grants any LTIP Awards with respect to
a particular Performance Cycle, the Committee shall have complete discretion to award or not award
LTIP Awards with respect to such Performance Cycle.




          Adopted by the Compensation Committee: February 25, 2010





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