Form of Restricted Stock Bonus Award Agreement.


 Exhibit 10.13.5 
 JMP GROUP INC. 
 2007 EQUITY INCENTIVE PLAN 
 NOTICE OF RESTRICTED STOCK BONUS AWARD 
  

			
	 Grantee’s Name and Address:    
	 	 
		 	 
		 	 

 You (the “Grantee”) have been granted shares of Common Stock of the Company (the
“Award”), subject to the terms and conditions of this Notice of Restricted Stock Bonus Award (the “Notice”), the JMP Group Inc. 2007 Equity Incentive Plan (the “Plan”), as amended from time to time, the Company’s
2008 Compensation Program Election Form and Agreement, dated February 5, 2009 (the “Compensation Program Agreement”), and the Restricted Stock Bonus Award Agreement (the “Agreement”) attached hereto, as follows. Unless
otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice. 
  

			
	 Award Number
	  	 
		
	 Date of Award
	  	
		
	 Total Number of Shares
 of Common Stock Awarded
 (the “Shares”)
	  	 

 Forfeiture Period: 
 Subject to the limitations set forth in this Notice, the Plan, the Award Agreement and the Compensation Program Agreement, the Shares will cease to be subject to forfeiture in accordance with the following schedule:

 50% of the Shares shall cease to be subject to forfeiture on December 31, 2009, and the remaining 50% of the Shares shall cease to be
subject to forfeiture on December 31, 2010. 
 In the event of a Change in Control, 100% of the Shares subject to this Notice shall
cease to be subject to forfeiture immediately prior to the effective date of such Change in Control. 
 In the event that the Company
terminates the Grantee’s Continuous Service other than for Cause, 100% of the Shares subject to this Notice shall cease to be subject to forfeiture immediately upon such termination. 
 In the event of the Grantee’s death or Disability, 100% of the Shares subject to this Notice shall cease to be subject to forfeiture immediately
upon the occurrence of such death or Disability; provided further, that such release of forfeiture rights shall occur regardless of whether the Grantee’s Continuous Service has terminated prior to such death or Disability unless such prior
termination was for Cause. 
  

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 Shares that are subject to forfeiture are deemed “Restricted Shares.” If a fraction of a
Restricted Share would cease to be subject to forfeiture, such Restricted Share shall remain a Restricted Share until the entire Share ceases to be subject to forfeiture. 
 In the event that (i) the Grantee breaches any of the Participant Covenants (as defined in Section 1.7 of the Compensation Program Agreement) or (ii) the Grantee’s Continuous Service is terminated
for Cause, any Restricted Shares held by the Grantee immediately following such breach or termination of Continuous Service for Cause shall be deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of the
Restricted Shares and shall have all rights and interest in or related thereto without further action by the Grantee. The foregoing forfeiture provisions set forth in this Notice as to Restricted Shares shall apply to the new capital stock or other
property (including cash paid other than as a regular cash dividend) received in exchange for the Shares in consummation of any transaction described in Section 11 of the Plan and such stock or property shall be deemed Additional Securities (as
defined in the Award Agreement) for purposes of the Award Agreement, but only to the extent the Shares are at the time covered by such forfeiture provisions. 
 The Award shall be subject to the provisions of Section 11 of the Plan in the event of a Corporate Transaction. 
 IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan, the Award Agreement and the Compensation
Program Agreement. 
  

			
	JMP Group Inc.,
	a Delaware corporation
		
	By:	 	 
		
	Title:	 	 


 THE GRANTEE ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT NOR THE PLAN SHALL CONFER
UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE AT ANY
TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL. 
 The Grantee acknowledges receipt of a copy of the Plan, the Award Agreement and the Compensation Program Agreement and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Award Agreement, the Plan and the Compensation Program Agreement in
their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice, the Award Agreement, the Plan and the Compensation Program Agreement. The 

  

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Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan, the Award Agreement and the Compensation
Program Agreement shall be resolved by the Administrator in accordance with Section 11 of the Award Agreement. The Grantee further agrees to arbitration in accordance with Section 12 of the Award Agreement. The Grantee further agrees to
notify the Company upon any change in the residence address indicated in this Notice. 
  

									
					
	Dated:	 	 	 		 	Signed:	 	 

  

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 Award Number:             

 JMP GROUP INC. 
 2007 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK BONUS AWARD AGREEMENT 
 1. Issuance of Shares. JMP Group Inc., a Delaware corporation (the “Company”), hereby issues to the Grantee (the “Grantee”)
named in the Notice of Restricted Stock Bonus Award (the “Notice”), the Total Number of Shares of Common Stock Awarded set forth in the Notice (the “Shares”), subject to the Notice, this Restricted Stock Bonus Award Agreement
(the “Award Agreement”), the Company’s 2008 Compensation Program Election Form and Agreement, dated February 5, 2009 (the “Compensation Program Agreement”), and the terms and provisions of the Company’s 2007 Equity
Incentive Plan (the “Plan”), as amended from time to time, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Award Agreement. All Shares
issued hereunder will be deemed issued to the Grantee as fully paid and nonassessable shares, and the Grantee will have the right to vote the Shares at meetings of the Company’s stockholders. The Company shall pay any applicable stock transfer
taxes imposed upon the issuance of the Shares to the Grantee hereunder. 
 2. Transfer Restrictions. The Shares issued to the Grantee
hereunder may not be sold, transferred by gift, pledged, hypothecated, or otherwise transferred or disposed of by the Grantee prior to the date when the Shares cease to be subject to forfeiture pursuant to the terms set forth in the Notice. Any
attempt to transfer Restricted Shares in violation of this Section 2 will be null and void and will be disregarded. 
 3. Escrow of
Stock. For purposes of facilitating the enforcement of the provisions of this Award Agreement, the Grantee agrees, immediately upon receipt of the certificate(s) for the Restricted Shares, to deliver such certificate(s), together with an
Assignment Separate from Certificate in the form attached hereto as Exhibit A, executed in blank by the Grantee with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to
hold in escrow for so long as such Restricted Shares are subject to forfeiture pursuant to the terms set forth in the Notice, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary or
appropriate to accomplish the objectives of this Award Agreement in accordance with the terms hereof. The Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow
holder hereunder with the stated authorities is a material inducement to the Company to make this Award Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Grantee agrees that the Restricted Shares may
be held electronically in a book entry system maintained by the Company’s transfer agent or other third party and that all the terms and conditions of this Section 3 applicable to certificated Restricted Shares will apply with the same
force and effect to such electronic method for holding the Restricted Shares. The Grantee agrees that such escrow holder shall not be liable to any party hereto (or to any other party) for any actions or omissions unless such escrow holder 

  

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is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine
and may resign at any time. Upon the Restricted Shares ceasing to be subject to forfeiture, the escrow holder will, without further order or instruction, transmit to the Grantee the certificate evidencing such Shares; provided,
however, that no transmittal of certificates evidencing the Shares will occur unless and until the Grantee has satisfied all Tax Withholding Obligations (as defined in Section 5(c) below). 
 4. Additional Securities and Distributions. 
 (a) Any securities or cash received (other than a regular cash dividend) as the result of ownership of the Restricted Shares (the “Additional Securities”), including, but not by way of limitation, warrants,
options and securities received as a stock dividend or stock split, or as a result of a recapitalization or reorganization or other similar change in the Company’s capital structure, shall be retained in escrow in the same manner and subject to
the same conditions and restrictions as the Restricted Shares with respect to which they were issued, including, without limitation, the Forfeiture Period set forth in the Notice. The Grantee shall be entitled to direct the Company to exercise any
warrant or option received as Additional Securities upon supplying the funds necessary to do so, in which event the securities so purchased shall constitute Additional Securities, but the Grantee may not direct the Company to sell any such warrant
or option. If Additional Securities consist of a convertible security, the Grantee may exercise any conversion right, and any securities so acquired shall constitute Additional Securities. In the event of any change in certificates evidencing the
Shares or the Additional Securities by reason of any recapitalization, reorganization or other transaction that results in the creation of Additional Securities, the escrow holder is authorized to deliver to the issuer the certificates evidencing
the Shares or the Additional Securities in exchange for the certificates of the replacement securities. 
 (b) The Company
shall disburse to the Grantee all regular cash dividends with respect to the Shares and Additional Securities (whether or not such Shares or Additional Securities have ceased to be subject to forfeiture), less any applicable withholding obligations.

 5. Taxes. The Grantee is ultimately liable and responsible for all taxes owed by the Grantee in connection with the Award,
regardless of any action the Company or any Related Entity takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the Company nor any Related Entity makes any representation or undertaking regarding
the treatment of any tax withholding in connection with the grant of the Award, the cessation of the Restricted Shares being subject to forfeiture or the subsequent sale of Shares subject to the Award. The Company and its Related Entities do not
commit and are under no obligation to structure the Award to reduce or eliminate the Grantee’s tax liability. 
 6. Stop-Transfer
Notices. In order to ensure compliance with the restrictions on transfer set forth in this Award Agreement, the Notice or the Plan, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and, if
the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. The Company may issue a “stop transfer” instruction if the Grantee fails to satisfy any Tax Withholding Obligations.

  

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 7. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any
Shares that have been sold or otherwise transferred in violation of any of the provisions of this Award Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to
whom such Shares shall have been so transferred. 
 8. Restrictive Legends. The Grantee understands and agrees that the Company shall
cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal
securities laws: 
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT CERTAIN RESTRICTED STOCK BONUS AWARD
AGREEMENT BETWEEN THE COMPANY AND THE NAMED STOCKHOLDER. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 
 9. Entire Agreement: Governing Law. The Notice, the Plan and this Award Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by
means of a writing signed by the Company and the Grantee. These agreements are to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the
application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Should any provision of the Notice or this Award Agreement be determined to be illegal or unenforceable, the
other provisions shall nevertheless remain effective and shall remain enforceable. 
 10. Construction. The captions used in the
Notice and this Award Agreement are inserted for convenience and shall not be deemed a part of the Award for construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall
include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. 
 11.
Administration and Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan, the Compensation Program Agreement or this Award Agreement shall be submitted by the Grantee or by the Company
to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons. 
  

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 12. Arbitration. The parties agree that any suit, action, or proceeding arising out of or relating
to the Notice, the Plan, the Compensation Program Agreement or this Award Agreement shall be finally settled by arbitration in San Francisco, California before, and in accordance with the rules then obtaining of, the FINRA or, if the FINRA declines
to arbitrate the matter, the AAA in accordance with the commercial arbitration rules of the AAA. The Grantee shall keep confidential all matters relating to, and all communications, whether oral, written or electronic, in connection with the
Arbitration. Each party shall bear his, her or its own legal fees, costs and expenses of Arbitration. If any one or more provisions of this Section 12 shall for any reason be held invalid or unenforceable, it is the specific intent of the
parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable. 
 13.
Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon
deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may
designate in writing from time to time to the other party. 
 END OF AGREEMENT 
  

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 EXHIBIT A 
 STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE 
 FOR VALUE RECEIVED,
                     hereby sells, assigns and transfers unto
                            ,
            (            ) shares of the Common Stock of JMP Group Inc., a Delaware corporation (the
“Company”), standing in his name on the books of, the Company represented by Certificate No. herewith, and does hereby irrevocably constitute and appoint each of the Secretary of the Company, the Chief Executive Officer of the
Company, the Chief Financial Officer of the Company and the General Counsel of the Company, who each may act separately as attorney to transfer the said stock in the books of the Company with full power of substitution. 
 DATED:                      
 ______________________________ 
  

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