**Exhibit 10.22**

 

**RESTRICTED STOCK UNIT AGREEMENT**

**PURSUANT TO THE**

**LaBRANCHE & CO INC.**

**EQUITY INCENTIVE PLAN**

 

AGREEMENT,made as of the          day of                        ,by and between LaBranche & Co Inc., a Delaware corporation (the “Company”),and                                               (the “Recipient”).

 

# 1.                                       Award.  The Company hereby awards restricted stockunits (the “RSUs”) with respect to                shares of the Company’s common stock, $.01 par value (the “Common Stock”), tothe Recipient pursuant to the LaBranche & Co Inc. Equity Incentive Plan, asamended (the “Plan”).

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# 2.                                       RSUs.  RSUs constitute an unfunded and unsecuredpromise of the Company to deliver to the Recipient, subject to the satisfactionof the vesting conditions set forth in Section 3 below and the other termsand conditions of this Agreement and the Plan, that number of shares of CommonStock referenced by the RSUs.  Until suchdelivery, the Recipient shall have the rights of a general unsecured creditorof the Company with respect to the RSUs and shall not have any rights as astockholder of the Company.

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# 3.                                       Vestingand Forfeiture.  Except as otherwiseprovided herein, the RSUs shall vest as follows:                                                       ,subject to the Recipient remaining in the continuous employ of, or otherservice with, the Company or any of its subsidiaries or affiliates(collectively, the “Firm”) through each such date.  The RSUs shall become fully vested if theRecipient’s employment or other service with the Firm terminates by reason ofhis death or Disability (as defined in the Plan) prior to               .  The Recipient shall forfeit the unvestedportion of the RSUs upon the termination of the Recipient’s employment or otherservice with the Firm for any reason other than his death or Disability.

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# 4.                                       Issuanceand Delivery of Shares.  A stockcertificate registered in the name of the Recipient representing the shares ofCommon Stock referenced by the vested portion of the RSUs shall be issued anddelivered to the Recipient promptly following each applicable vesting date (butin no event later than the end of the Company’s taxable year in which theapplicable vesting date occurs).  TheRecipient shall have no right to receive any dividend or distribution withrespect to such shares if the record date for such dividend or distribution isprior to the vesting date of the RSUs with respect to such shares.  No fractional shares of Common Stock may beissued and delivered pursuant to this Agreement.

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# 5.                                       Withholdingand Consents.  The delivery of sharesof Common Stock represented by RSUs is conditioned on the Recipient’ssatisfaction of any applicable withholding taxes in accordance with thePlan.  The Recipient’s rights in respectof the RSUs are conditioned on the receipt to the full satisfaction of the Firmof any required consents that the Firm may determine to be necessary oradvisable, including, without limitation, consents to deductions from wages, orother arrangements satisfactory to the Firm, to reimburse the Firm for advancesmade to

 

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satisfy certainwithholding and other tax obligations of the Recipient in connection with theaward of the RSUs hereunder.

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# 6.                                       Adjustments.  The number and class of shares covered by theRSUs shall be adjusted proportionately or as otherwise appropriate, asdetermined by the Committee, to reflect any increase or decrease in the numberof issued shares of Common Stock resulting from a split-up or consolidation ofshares or any like capital adjustment, or the payment of any stock dividend,and/or to reflect a change in the character or class of shares covered by thePlan arising from a readjustment or recapitalization of the Company’s capitalstock.  Notwithstanding anything to thecontrary herein, in the event of a merger, consolidation, mandatory shareexchange or other similar business combination of the Company with or into anyother entity other than an affiliate or subsidiary (“Successor Entity”) or anytransaction in which another person or entity other than an affiliate orsubsidiary acquires all the issued and outstanding Common Stock, or all orsubstantially all the assets of the Company, the Company shall take such actionwith respect to the RSUs as the Board of Directors of the Company deemsappropriate under the circumstances. Such action may include, without limitation, (a) causing the RSUs to beassumed, or an equivalent award to be substituted therefor, by the SuccessorEntity (or a parent entity), (b) causing the RSUs to be cashed out as if theshares referenced by the RSUs were exchanged for cash in the transaction, and(c) causing the RSUs to become fully vested prior to the consummation of thetransaction.

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# 7.                                       Nontransferability.  The RSUs are not assignable or transferableother than to a beneficiary designated to receive the RSUs upon the Recipient’sdeath in a manner acceptable to the Company or by will or the laws of descentand distribution.  Any attempt by theRecipient or any other person claiming against, through or under the Recipientto cause the RSUs or any part of them to be transferred or assigned in anymanner and for any purpose shall be null and void and without effect upon theCompany, the Recipient or any other person.

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# 8.                                       NoEmployment or Other Service Rights. Nothing in this Agreement shall give the Recipient a right to continuein the employ of, or other service with, the Firm or interfere in any way withthe right of the Firm to terminate the employment or other service of theRecipient.

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# 9.                                       Provisionsof the Plan Control.  This Agreementis subject to all the terms, conditions and provisions of the Plan and to suchrules, regulations and interpretations as may be established or made by theCommittee acting within the scope of its authority and responsibility under thePlan.  The Recipient acknowledges receiptof a copy of the Plan prior to execution of this Agreement.  The applicable provisions of the Plan shallgovern in any situation where this Agreement is silent or where the applicableprovisions of this Agreement are contrary to or not reconcilable with such Planprovisions.

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# 10.                                 Miscellaneous.

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The Company may affix tocertificates representing shares issued pursuant to this Agreement any legendthat the Company determines to be necessary or advisable to reflect any restrictionsto which the shares may be subject, whether by agreement or otherwise.  The Company may advise the transfer agent toplace a stop order against any legended shares. The Company shall have the right to offset against its obligation todeliver shares of Common Stock

 

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under this Agreement anyoutstanding amounts owed by the Recipient to the Firm at the time those shareswould otherwise be issued and delivered. The delivery of any certificate representing shares of Common Stockissued pursuant to this Agreement may be postponed by the Company for suchperiod as may be required for it to comply with any applicable federal or statesecurities law, or any national securities exchange listing requirements, andthe Company is not obligated to issue or deliver any securities if, in theopinion of counsel for the Company, the issuance of such shares wouldconstitute a violation by the Recipient or the Company of any provisions of anylaw or of any regulations of any governmental authority or any nationalsecurities exchange.  This Agreementconstitutes the entire agreement between the parties with respect to thesubject matter hereof and may not be amended, except as provided in the Plan,other than by a written instrument executed by the parties hereto.

 

INWITNESS WHEREOF, this Agreement has been executed as of the date first abovewritten.

 
|   | LaBRANCHE &  CO INC. |
|--------|--------------------------|
|   |                     |
|   | By:                      |   |   |
|   |                     | Name: |   |
|   |                     | Title: |   |
|   |                     |   |   |
|   |                     |   |   |
|   |                     | [                                 ] |   |

 

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