Exhibit 4.5

 

PIPER JAFFRAY COMPANIES

 

2019 EMPLOYMENT INDUCEMENT AWARD PLAN

 

RESTRICTED STOCK AGREEMENT

(Employment Inducement Award Grant)

 

Name of Employee:   [      ]

 

No. of Shares Covered: Subject to the terms and conditions hereof, the number of Shares covered by and to be issued pursuant to this Agreement will equal $[   ] divided by the Parent Average Stock Price (as defined in the Securities Purchase Agreement, dated as of February 24, 2019, by and among the Company and certain of its related entities, and Weeden & Co. L.P. and certain of its related entities (the “Securities Purchase Agreement”)) on the Date of Issuance; provided, that if the foregoing calculation results in a fractional Share, the number of Shares covered by this Agreement will be rounded up to the nearest whole Share.

 

Date of Issuance: The Closing as defined in the Securities Purchase Agreement (such date, the “Date of Issuance”).  

 

Vesting Schedule pursuant to Section 2:

 

	
 
    	
 
    	
No. of Shares Which
    	
 
    
	
Vesting Date(s)
    	
 
    	
Become Vested as of Such Date
    	
 
    
	
Third anniversary from the Date of Issuance
    	
 
    	
50
    	
%
    
	
 
    	
 
    	
 
    	
 
    
	
Fourth anniversary from the Date of Issuance
    	
 
    	
50
    	
%
    


 

This is a Restricted Stock Agreement (“Agreement”), dated [            ], 2019, between Piper Jaffray Companies, a Delaware corporation (the “Company”), and the above-named employee of the Company or an Affiliate of the Company (the “Employee”).

 

Recitals

 

WHEREAS, the Company maintains the Piper Jaffray Companies 2019 Employment Inducement Award Plan, as amended from time to time (the “Plan”);

 

WHEREAS, the Board of Directors of the Company has given the Compensation Committee (the “Committee”) the authority to determine the awards to be granted under the Plan;

 

WHEREAS, Employee is party to [insert description of Offer Letter] (the Employee’s “Employment Agreement”); and

 













 

WHEREAS, the Committee or its delegee has determined that the Employee is eligible to receive an award under the Plan in the form of restricted stock and has set the terms thereof pursuant to and in accordance with Section 6.8(g) of the Securities Purchase Agreement and any corresponding provisions of the Employment Agreement (with such award being the “Retention Stock” referred to in the Securities Purchase Agreement).

 

NOW, THEREFORE, the Company and Recipient hereby agree as follows:

 

Terms and Conditions*

 

1.                                      Grant of Restricted Stock.

 

(a)                                 Subject to the terms and conditions of this Agreement and the Plan, on the Date of Issuance the Company will grant to the Employee (provided that the Employee is still employed with the Company on the Date of Issuance) the number of shares of common stock, par value $0.01 per share, of the Company (“Shares”) determined as provided for at the beginning of this Agreement.  These Shares are subject to the restrictions provided for in this Agreement and are referred to collectively as the “Restricted Shares” and each as a “Restricted Share.”

 

(b)                                 The Restricted Shares will be evidenced by a book entry made in the records of the Company’s transfer agent in the name of the Employee (unless the Employee requests a certificate evidencing the Restricted Shares).  All restrictions provided for in this Agreement will apply to each Restricted Share and to any other securities distributed with respect to that Restricted Share.  Any dividends or distributions payable or distributable with respect to or in exchange for outstanding but unvested Restricted Shares shall be held by the Company (or its designated agent) subject to the same restrictions, vesting conditions and other terms of this Agreement to which the underlying unvested Restricted Shares are subject. At the time the underlying Restricted Shares vest, the Company shall cause to be delivered to the Employee (without interest) the portion of such retained dividends and distributions that relate to the Restricted Shares that have vested. Unless otherwise permitted by the Committee in accordance with the terms of the Plan, the Restricted Shares may not (until such Restricted Shares have vested in the Employee in accordance with all terms and conditions of this Agreement) be assigned or transferred other than by will or the laws of descent and distribution and shall not be subject to pledge, hypothecation, execution, attachment or similar process.  Each Restricted Share will remain restricted and subject to cancellation and return to the Plan unless and until that Restricted Share has vested in the Employee in accordance with all of the terms and conditions of this Agreement and the Plan.  Each book entry (or stock certificate if requested by the Employee) evidencing any Restricted Share may contain such notations or legends and stock transfer instructions or limitations as specified in Section 7 and as may be determined or authorized by the Company as provided therein.  If a certificate evidencing any Restricted Share is requested by the Employee, the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any restrictions are in effect and require, as a condition to issuing any such 

 




*      Unless the context indicates otherwise, capitalized terms that are not defined in this Agreement have the meanings set forth in the Plan.  In addition, “Cause” and “Good Reason” have the meanings given to them in the Employee’s Employment Agreement.

 

Employment-Related Retention Restricted Stock Agreement

 

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certificate, that the Employee tender to the Company a stock power duly executed in blank relating to such custody.

 

2.                                      Vesting.

 

(a)                                 So long as (i) the Employee remains continuously employed (including during the continuance of any leave of absence as approved by the Company or an Affiliate) by the Company or an Affiliate, and (ii) the Employee is in compliance with the restrictive covenants described in Employee’s Employment Agreement, then the Restricted Shares will vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement.  Except as otherwise provided herein, if and when the Employee’s employment with the Company or an Affiliate is terminated by the Company with Cause or by Employee without Good Reason, then the Restricted Shares shall cease vesting and the shares not vested as of the termination date shall be cancelled and returned to the Plan in accordance with Section 4 of this Agreement.

 

(b)                                 If the Employee’s employment by the Company or an Affiliate terminates because of the Employee’s death or long-term disability (as defined in the Company’s long-term disability plan, a “Disability”), then the unvested Restricted Shares will immediately and automatically vest in full.

 

(c)                                  If Employee’s employment by the Company or an Affiliate is terminated by the Company or an Affiliate other than for Cause or by Employee with Good Reason, then the unvested Restricted Shares will immediately and automatically vest in full.

 

(d)                                 Notwithstanding any other provisions of this Agreement to the contrary, the Committee may in its sole discretion, declare at any time that the Restricted Shares, or any portion thereof, shall vest immediately or, to the extent they otherwise would be cancelled and returned to the Plan pursuant to the terms of this Agreement, shall vest in the numbers and on such dates as are determined by the Committee to be in the interests of the Company as determined by the Committee in its sole discretion.

 

3.                                      Effect of Vesting.  Upon the vesting of any Restricted Shares, such vested Restricted Shares will no longer be subject to cancellation and return to the Plan as provided in Section 4 of this Agreement.

 

4.                                      Cancellation and Return of Unvested Restricted Shares to the Plan.  If (a) the Employee attempts to pledge, encumber, assign, transfer or otherwise dispose of any of the Restricted Shares (except as permitted by Section 1(b) of this Agreement) or the Restricted Shares become subject to attachment or any similar involuntary process in violation of this Agreement, (b) the Employee’s employment with the Company or an Affiliate terminates under any circumstances not covered by Sections 2(b) or 2(c) of this Agreement, including without limitation because Employee’s employment with the Company or an Affiliate terminates for Cause or is terminated by Employee without Good Reason, or (c) if Employee violates any of the restrictive covenants set forth in Employee’s Employment Agreement, then any Restricted Shares that have not previously vested shall cease to vest and shall be cancelled immediately and returned to the Plan (or, in the case of Restricted Shares that have not yet been issued, such Restricted Shares will not be issued), the Employee shall thereafter 

 

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have no right, title or interest whatsoever in such unvested Restricted Shares, and, if the Company does not have custody of any and all certificates representing Restricted Shares so cancelled, the Employee shall immediately return to the Company any and all certificates representing Restricted Shares so cancelled.  Additionally, the Employee will deliver to the Company a stock power duly executed in blank relating to any and all certificates representing such cancelled Restricted Shares returned to the Company in accordance with the previous sentence or, if such stock power has previously been tendered to the Company, the Company will be authorized to deem such previously tendered stock power delivered, and the Company will be authorized to cancel any and all certificates representing Restricted Shares so cancelled and to cause a book entry to be made in the records of the Company’s transfer agent in the name of the Employee (or a new stock certificate to be issued, if requested by the Employee) evidencing any Restricted Shares that vested prior to cancellation of unvested Restricted Shares under this Section 4.  If the Restricted Shares are evidenced by a book entry made in the records of the Company’s transfer agent, then the Company will be authorized to cause such book entry to be adjusted to reflect the number of Restricted Shares so cancelled.

 

5.                                      Stockholder Rights.  As of the date of issuance specified at the beginning of this Agreement, the Employee shall have all of the rights of a stockholder of the Company (including voting rights) with respect to the Restricted Shares, except as otherwise specifically provided in this Agreement.

 

6.                                      Tax Withholding.  The parties hereto recognize that the Company or an Affiliate may be obligated to withhold federal and state taxes or other taxes upon the vesting of the Restricted Shares, or, in the event that the Employee elects under Code Section 83(b) to report the receipt of the Restricted Shares as income in the year of receipt, upon the Employee’s receipt of the Restricted Shares. The Employee agrees that, at such time, if the Company or an Affiliate is required to withhold such taxes, the Employee will promptly pay, in cash upon demand (or in any other manner permitted by the Committee in accordance with the terms of the Plan), to the Company or an Affiliate such amounts as shall be necessary to satisfy such obligation. Notwithstanding the preceding sentence, in the event and to the extent that the Company or an Affiliate is required to withhold for any taxes upon the vesting of the Restricted Shares then the Employee may, to the extent permitted by applicable law, satisfy the obligation for the payment of such taxes by directing the Company to retain Restricted Shares otherwise deliverable under this Agreement based upon the then trading market value of such shares. The Employee further acknowledges that the Company has directed the Employee to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which the Employee may reside, and the tax consequences of the Employee’s death.

 

7.                                      Restrictive Legends and Stop-Transfer Orders.

 

(a)                                 Legends.  Prior to the vesting of the Restricted Shares, the book entry or certificate representing the Restricted Shares shall contain a notation or bear the following legend (as well as any notations or legends required by applicable state and federal corporate and securities laws) noting the existence of the restrictions and the Company’s rights to reacquire the Restricted Shares set forth in this Agreement:

 

“THE SHARES REPRESENTED BY THIS [BOOK ENTRY] [CERTIFICATE] MAY BE TRANSFERRED ONLY IN 

 

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ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

 

(b)                                 Stop-Transfer Notices.  The Employee agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

 

(c)                                  Refusal to Transfer.  The Company shall not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of the Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred.

 

8.                                      Interpretation of This Agreement.  All decisions and interpretations made by the Committee with regard to any question arising hereunder or under the Plan shall be binding and conclusive upon the Company and the Employee.  If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern.

 

9.                                      No Promise of Future Awards or Continued Employment.  The Employee acknowledges that this Agreement awards restricted stock to the Employee, but does not impose any obligation on the Company to make any future grants or issue any future Awards to the Employee or otherwise continue the participation of the Employee under the Plan.  This Agreement shall not give the Employee a right to continued employment with the Company or any Affiliate, and the Company or Affiliate employing the Employee may terminate his or her employment at will, and otherwise deal with the Employee without regard to this Agreement.

 

10.                               Binding Effect.  This Agreement shall be binding in all respects on the heirs, administrators, representatives, executors and successors of the Employee, and on the Company and its successors and assigns.

 

11.                               Agreement to Arbitrate.  The Company and the Employee each agrees (i) that any dispute, claim or controversy arising out of or relating directly or indirectly to the construction, performance or breach of this Agreement (including, without limitation, the grant, issuance or cancellation of Restricted Shares) shall be settled by arbitration before and in accordance with the rules of the Financial Industry Regulatory Authority, Inc.; and (ii) that judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  Accordingly, the Company and the Employee each waive their right (if any) to a trial before a court judge and/or jury to resolve any such disputes.

 

12.                               Choice of Law.  This Agreement is entered into under the laws of the State of Delaware and shall be construed and interpreted thereunder (without regard to its conflict-of-law principles).

 

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13.                               Termination; Modification.  In the event that any one or more provisions of this Agreement shall for any reason be held to be unenforceable, invalid or illegal for any reason, such restriction shall be construed or modified by limiting and reducing it, so as to provide the Company with the maximum protection of its business interests and the intent of the parties hereto and yet be valid and enforceable under the applicable law as it shall then exist.  If any such provision held to be unenforceable, invalid or illegal cannot be so construed or modified, then this Agreement shall terminate in its entirety, and at the time of such termination, vesting of the Restricted Shares that are the subject of this Agreement shall cease immediately and automatically and the unvested Restricted Shares shall be cancelled and returned to the Plan in accordance with Section 4 above.

 

14.                               Entire Agreement.  This Agreement, the Plan and the Employee’s Employment Agreement set forth the entire agreement and understanding of the parties hereto with respect to the issuance and sale of the Restricted Shares and the administration of the Plan, and supersede all prior agreements, arrangements, plans, and understandings relating to the issuance and sale of the Restricted Shares and the administration of the Plan.

 

15.                               Amendment and Waiver.  Except as provided in the Plan, this Agreement may be amended modified, or canceled only by a written instrument executed by the parties.  No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provision of this Agreement, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought.  Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waived, and shall not constitute a waiver of such term or condition for the future or as to any other act other than that specifically waived.

 

16.                               Acknowledgment of Receipt of Copy.  By execution hereof, the Employee acknowledges having received a copy of the prospectus related to the Plan and instructions on how to access a copy of the Plan.

 

17.                               Acknowledgment of Voluntary Election; Fairness. By executing this Agreement, the Employee acknowledges his or her voluntary election to receive and accept the Restricted Shares subject to all of the terms and conditions set forth in this Agreement, and agrees to be bound thereby, including, without limitation, the terms and conditions specifying the circumstances under which the Restricted Shares shall cease to vest and shall be cancelled and returned to the Plan. Employee further acknowledges and agrees that such terms and conditions are fair and reasonable in light of the circumstances under which the award of Restricted Shares is being made.

 

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the Employee has executed this Agreement as of the date of issuance specified at the beginning of this Agreement.

 

	
 
    	
EMPLOYEE
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
[·]
    


 

	
Employment-Related Retention   Restricted Stock Agreement  
    	
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IN WITNESS WHEREOF, the Company has executed this Agreement as of the date of issuance specified at the beginning of this Agreement.

 

	
 
    	
PIPER   JAFFRAY COMPANIES
    
	
 
    	
 
    
	
 
    	
By
    	
 
    
	
 
    	
Its
    	
 
    


 

	
Employment-Related Retention   Restricted Stock Agreement  
    	
Signature   Page