Stock Option Agreement



 






Exhibit 10.1




LADENBURG THALMANN FINANCIAL SERVICES INC.

590 Madison Avenue, 34th Floor

New York, NY 10022




July 18, 2005




Mr. Lawrence B. Weissman

58 Stonewall Circle

West Harrison, NY 10604



Dear Mr. Weissman:




     We are pleased to inform you that Ladenburg Thalmann Financial Services Inc. (the “Company”)
has granted you a nonqualified option (the “Option”) to purchase 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 (any of the underlying shares of Common Stock to be issued upon exercise of the Option 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, the Option may be exercised on or prior to July 17, 2015
(after which date the Option will, to the extent not previously exercised, expire). The Option
shall vest and become exercisable as to 250,000 shares on and after each of July 18, 2006, 2007,
2008 and 2009; provided, in each case, you are then employed by the Company and/or one of its
present or future subsidiaries or affiliates (for purposes of this Agreement, any other entity
controlling, controlled by, or under common control with, the Company).



     2. The Option, from and after the date it vests and becomes exercisable pursuant to Section 1
hereof, may be exercised in whole or in part by delivering to the Company a written notice of
exercise in the form attached hereto as Exhibit A (or such other form approved by the Company),
specifying the number of the Shares to be purchased and the purchase price therefor, together with
payment of the purchase price of the Shares to be purchased. The purchase price is to be paid in
cash or by delivering shares of Common Stock already owned by you for at least six months (“Mature
Shares”) and having a “Fair Market Value” on the date of exercise equal to the purchase price of
the Option being exercised, or a combination of such shares and cash. “Fair Market Value,” unless
otherwise required by any applicable provision of the Internal Revenue Code of 1986, as amended
from time to time, and any successor thereto and the regulations promulgated thereunder, means, as
of any given date: (i) if the Common Stock is listed on a national securities exchange or quoted on
the Nasdaq National Market or Nasdaq Small Cap Market, the last sale price of the Common Stock in
the principal trading market for the Common Stock on the last trading day preceding the date of
grant of an award hereunder, as reported by the exchange or Nasdaq, as the case may be; (ii) if the
Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National
Market or Nasdaq SmallCap Market, but is



 









 





Mr. Lawrence B. Weissman

July 18, 2005

Page 2


traded in the over-the-counter market, the closing bid price for the Common Stock on the last
trading day preceding the date of grant of an award hereunder for which such quotations are
reported by the OTC Bulletin Board or the National Quotation Bureau, Incorporated or similar
publisher of such quotations; and (iii) if the Fair Market Value of the Common Stock cannot be
determined pursuant to clause (i) or (ii) above, such price as the Compensation Committee of the
Company shall determine, in good faith.




          In addition, payment of the purchase price of the Shares to be purchased may also be made by
delivering a properly executed notice to the Company, together with a copy of the irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds
necessary to pay the purchase price, and, if required, the amount of any federal, state or local
withholding taxes.




          No Shares shall be issued until full payment therefor has been made. You shall have all of
the rights of a stockholder of the Company holding the Common Stock that is subject to the Option
(including, if applicable, the right to vote the Shares and the right to receive dividends
thereon), when you have given written notice of exercise, have paid in full for such Shares and, if
requested, have given the certificate described in Section 8 hereof.




     3. In the event that your employment is terminated by reason of your death or Disability, all
unvested Options that would have vested had you remained employed for the remainder of the then
current year (July 18 to July 17) of your Employment Period shall immediately vest (provided,
however, that if your employment is terminated in the first year of the Employment Period by death
or Disability, then all unvested Options that would have vested in both the first and second years
of your Employment Period shall immediately vest) and the portion of the Option which has vested
shall remain exercisable and effective for a period of one year following termination of
employment, but not beyond the term. In the event your employment is terminated for any reason
other than death or Disability, the Option shall thereupon terminate; provided, however, that if
your employment is terminated by the Company without Cause or by Employee for Good Reason, then the
portion of the Option which has vested by the date of termination of employment shall remain
exercisable and effective for a period of three months following termination of employment, but not
beyond the term. In the event of your death or Disability, the Option may be exercised by your
personal representative or representatives, or by the person or persons to whom your rights under
the Option shall pass by will or by the applicable laws of descent and distribution.



     4. The Option 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 Option (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



 









 





Mr. Lawrence B. Weissman

July 18, 2005

Page 3


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 Option 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 Option 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 grant of the Option 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 exercise of any portion of the Option 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 exercise. If the Board consents,
you may pay such taxes using Mature Shares, valued at Fair Market Value.



     8. Unless at the time of the exercise of any portion of the Option 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 any exercise of the Option, in whole or in part, you agree to execute and deliver to the
Company a reasonable certificate to such effect.



     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 grant of
the Option hereunder have been authorized by all necessary corporate action by the



 









 





Mr. Lawrence B. Weissman

July 18, 2005

Page 4


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 grant of the Option 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 Option, sufficient authorized and
issued shares of its Common Stock for issuance upon exercise of the Option.




     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 issuable to you upon exercise of the Option.



     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.



 









 





Mr. Lawrence B. Weissman

July 18, 2005

Page 5



     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

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A




Ladenburg Thalmann Financial Services Inc.

590 Madison Avenue, 34th Floor

New York, NY 10022




     Gentlemen:



     Notice
is hereby given of my election to purchase _________ shares of Common Stock, $.0001 par
value (the “Shares”), of Ladenburg Thalmann Financial
Services Inc., at a price of $_________ per
Share, pursuant to the provisions of the stock option granted to me as of July ___, 2005. Enclosed
in payment for the Shares is:



	 	 	 
	o

	 	my check in the amount of
$___________________.
	 
	 	 
	o

	 	_______________________ Shares
having a total value of $____________ , such value
being based on the closing price(s) of the Shares on the date hereof.






     The following information is supplied for use in issuing and registering the Shares purchased
hereby:



	 	 	 
	Number of Certificates
and Denominations

	 	________________________________
	 
	 	 
	Name

	 	________________________________
	 
	 	 
	Address

	 	________________________________
	 
	 	 
	 

	 	________________________________
	 
	 	 
	 

	 	________________________________
	 
	 	 
	Social Security No.

	 	________________________________







Dated:



	 	 	 	 	 
	 	Very truly yours,





Lawrence B. Weissman