Letter Agreement



 






Exhibit 10.3




LADENBURG THALMANN FINANCIAL SERVICES INC.

590 Madison Avenue, 34th Floor

New York, NY 10022




As of July 18, 2005




Mr. Lawrence B. Weissman

58 Stonewall Circle

West Harrison, NY 10604



Dear Mr. Weissman:



     We are pleased to inform you that, pending approval from the American Stock Exchange,
Ladenburg Thalmann Financial Services Inc. (the “Company”) has granted you the right to purchase,
and you have agreed to purchase (“Stock Purchase Obligation”), 1,000,000 shares of the Company’s
common stock, par value $.0001 per share (the “Common
Stock”), at a purchase price of $0.58 per
share (the shares of Common Stock to be purchased are referred to hereinafter as the “Shares”).
Capitalized forms used and not otherwise defined herein shall have the meanings ascribed to them in
the employment agreement of even date herewith between you and the Company (“Employment
Agreement”).



     1. Subject to the terms hereof, you shall purchase the Shares from time to time on or prior to
July 17, 2015 (after which the Stock Purchase Obligation will, to the extent not previously
consummated, expire).



     2. All Shares must be purchased for cash. While you are an employee of the Company, the Stock
Purchase Obligation shall be consummated and you shall purchase Shares only through the use of your
compensation (withheld from Employee’s net payroll after withholding and applied quarterly to the
purchase price for the shares, all in accordance with the Stock Purchase Agreement) in excess of
$1,200,000 payable to Employee per calendar year (pro-rated for 2005) from and after the
Commencement Date. The Company shall withhold such payments from your net payroll after
withholding and apply them quarterly to the purchase price for the Shares. Certificates evidencing
the Shares shall be issued promptly thereafter. You acknowledge and understand that the Stock
Purchase Obligation is not an option and that you are contractually committed to purchase Shares
using your cmmissions in accordance with the terms hereof.



     3. In the event that your employment is terminated by reason of your death or Disability, the
Stock Purchase Obligation shall remain effective for a period of one year following termination of
employment, but not later than July 17, 2015. In the event your employment is terminated for any
reason other than death or Disability, the Stock Purchase Obligation shall thereupon terminate;
provided, however, that if your employment is terminated by the Company without Cause or by you for
Good Reason, then the Stock Purchase Obligation



 









 




shall remain effective for a period of three months following termination of employment, but
not later than July 17, 2015. In the event of your death or Disability, the Stock Purchase
Obligation may be consummated and Shares may be purchased by your personal representative or
representatives, or by the person or persons to whom your rights under the Stock Purchase
Obligation shall pass by will or by the applicable laws of descent and distribution.




     4. The Stock Purchase Obligation is not transferable except by will or the applicable laws of
descent and distribution. Notwithstanding the foregoing, with the approval of the Compensation
Committee, you may transfer the Stock Purchase Obligation (i) (A) by gift, for no consideration, or
(B) pursuant to a domestic relations order, in either case, to or for the benefit of your
“Immediate Family” (as defined below), or (ii) to an entity in which you and/or members of your
Immediate Family own more than fifty percent of the voting interest, in exchange for an interest in
that entity, provided that such transfer is being made for estate, tax and/or personal planning
purposes and will not have adverse tax consequences to the Company and subject to such limits as
the Compensation Committee may establish and the execution of such documents as the Compensation
Committee may require. In such event, the transferee shall remain subject to all the terms and
conditions applicable to the Stock Purchase Obligation prior to such transfer. The term “Immediate
Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationships, any person sharing your
household (other than a tenant or employee), a trust in which these persons have more than fifty
percent beneficial interest, and a foundation in which these persons (or you) control the
management of the assets.



     5. In the event of any change in the shares of Common Stock of the Company as a whole
occurring as the result of a stock split, reverse stock split, stock dividend payable on shares of
Common Stock, combination or exchange of shares, or other extraordinary or unusual event occurring
after the date hereof, the Board of Directors of the Company (the “Board”) shall make appropriate
adjustments in the terms of the Stock Purchase Obligation to preserve the economic interest of the
grant. Any such adjustments will be made by the Board, whose determination will be final, binding
and conclusive.



     6. The Stock Purchase Obligation does not confer on you any right to continue in the employ of
the Company or any of its subsidiaries or affiliates or interfere in any way with the right of the
Company or its subsidiaries or affiliates to terminate the term of your employment.



     7. The Company shall require as a condition to the purchase of any Shares that you pay to the
Company, or make other arrangements regarding the payment of, any federal state or local taxes
required by law to be withheld as a result of such purchase.



     8. Unless at the time of the purchase of any Shares a registration statement under the
Securities Act of 1933, as amended (the “Act”), is in effect as to the Shares, the Shares shall be
acquired for investment and not for sale or distribution, and if the Company so requests, upon the
purchase of any Shares, you agree to execute and deliver to the Company a reasonable certificate to
such effect.



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     9. You agree to abide by all of the Company’s policies in effect at the time you acquire any
Shares and thereafter, including the Company’s Insider Trading Policy, with respect to the
ownership and trading of the Company’s securities.



     10. The Company represents and warrants to you as follows: (i) this Agreement and the Stock
Purchase Obligation hereunder have been authorized by all necessary corporate action by the Company
and this letter is a valid and binding Agreement of the Company enforceable against the Company in
accordance with its terms; (ii) the Company will obtain, at its expense, any regulatory approvals
necessary or advisable in connection with the Stock Purchase Obligation or the issuance of the
Shares; and (iii) the Company currently has reserved and available, and will continue to have
reserved and available during the term of the Stock Purchase Obligation, sufficient authorized and
issued shares of its Common Stock for issuance upon purchase by you hereunder.



     11. Promptly following the date hereof, the Company shall use its best efforts to file and
keep in effect a Registration Statement on Form S-8 or other applicable form to register under the
Act the resale of the Shares purchasable by you.



     12. This Agreement contains all the understandings between the Company and you pertaining to
the matters referred to herein, and supercedes all undertakings and agreements, whether oral or in
writing, previously entered into by the Company and you with respect hereto. No provision of this
Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed
by you and a duly authorized officer of the Company. No waiver by the Company or you of any breach
by the other party hereto of any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same
time, any prior time or any subsequent time. If any provision of this Agreement or the application
of any such provision to any party or circumstances shall be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the
application of such provision to such person or circumstances other than those to which it is so
determined to be invalid and unenforceable, shall not be affected thereby, and each provision
hereof shall be validated and shall be enforced to the fullest extent permitted by law. This
Agreement will be governed by and construed in accordance with the laws of the State of New York,
without regard to its conflicts of laws principles. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.



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     Would you kindly evidence your acceptance of the Option and your agreement to comply with the
provisions hereof by executing this Agreement in the space provided below.



	 	 	 	 	 
	 	Very truly yours,





LADENBURG THALMANN FINANCIAL
SERVICES INC.

 	 
	 	By:  	/s/ Salvatore Giardina
 	 
	 	 	Salvatore Giardina 	 
	 	 	Vice President and Chief Financial Officer 	 
	 



AGREED TO AND ACCEPTED:




	 	 	 	 	 
	 	_________________________________

LAWRENCE B. WEISSMAN

 	 
	 	 	 
	 	 	 
	 	 	 
	 




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