Exhibit 10.3





November 30, 2010


John J. Borer
III 




Dear John: 


          We are
pleased to offer you continued employment with Rodman & Renshaw, LLC (the
“Company”) in the capacity of Senior Managing Director. In connection with your
employment with the Company, you will be required to maintain your status as a
“registered representative” (as such term is defined in the rules and
regulations of the Financial Industry Regulatory Authority (“FINRA”)) of the
Company and remain in good standing with FINRA.  


          You will
receive a salary at the annualized rate of $150,000, payable according to the
Company’s prevailing payroll schedule. You will be eligible for a discretionary
bonus, to be determined at the sole discretion of the Company and payable in
accordance with then-prevailing policy, including, but not limited to the
Company’s Executive Bonus Plan, some portion of which may be payable in
restricted stock or restricted stock units of Rodman & Renshaw Capital
Group, Inc. In no event, however, will you be eligible for consideration to
receive any such bonus (or any portion thereof) for any year if you are not
actively employed by the Company on, or have received or given notice of
termination or resignation prior to, the date on which bonuses for the
applicable year are paid to employees generally; provided, however, that in the
event that you terminate your employment with the Company for “Good Reason” (as
defined below), or your employment is terminated by the Company other than for
“Cause,” (as defined below), you will be entitled to receive a bonus for the
pro rata portion of the year in which such termination occurred, based upon
actual performance for the year of termination. You will be eligible and entitled
to participate, on the same basis and at the same level as other employees
performing similar functions for the Company, in any pension, profit-sharing,
bonus and equity plans or programs of the Company, if any, and in any group
medical, dental, life and disability insurance plans or programs of the
Company, if any, all in accordance with the terms and conditions of the
applicable plan documents. You will also be entitled to such other fringe
benefits and conditions of employment, including without limitation, customary
holidays and vacation, as appropriate for an employee of comparable rank, under
Company programs and policies which may be amended from time to time. All
amounts of compensation paid to you shall be paid subject to applicable taxes,
deductions and withholdings.  


          Further,
within ten (10) business days following the execution of this agreement (the
“Agreement”), the Company shall pay to you a signing advance equal to $250,000,
less all applicable withholding. In the event that you terminate your
employment with the Company on or prior to November 30, 2011, other than for
“Good Reason” (as defined below), or your employment is terminated by the
Company for “Cause,” (as defined below), you agree to promptly reimburse the
Company for the full amount of such advance. The advance shall be fully earned
and non-reimbursable (a) if you remain in the continuous employ of the Company
through November 30, 2011, (b) in the event that, on or prior to November 30,
2011, you terminate your employment with the Company for “Good Reason” (as
defined below), (c) in the event that, on or prior to November 30, 2011, your
employment is terminated by the Company other than for “Cause” (as defined
below), or (d) in the event of your death on or before November 30, 2011.  


Rodman & Renshaw, LLC o 1251 Avenue of the
Americas, 20th Floor, New York, NY 10020 

Tel: 212 356 0500 o
Fax: 212 581 5690 o
www.rodm.com o
Member: FINRA, SIPC





          On the date
of execution of this Agreement, you will be granted 300,000 Restricted Stock
Units (“RSUs”) under the Company’s 2010 Stock Award and Incentive Plan (the
“Plan”) pursuant to a Restricted Stock Unit Agreement in the form annexed
hereto as Exhibit A.  


          For
purposes of this Agreement, “Cause” shall mean: (1) your continuing willful
failure to substantially perform the duties assigned to you for any reason
other than total or partial incapacity due to physical or mental illness; (2)
willful misconduct on your part in the performance of the duties assigned to you
that causes significant harm to the Company; (3) failure to maintain any
license or registration required to be maintained by the rules and regulations
of FINRA, the Securities and Exchange Commission, or any other federal or state
regulatory agency having jurisdiction over your business conduct as an employee
of the Company and/or any of its affiliates, if any; or (4) conviction of a (i)
felony or (ii) misdemeanor which misdemeanor involves moral turpitude. For the
purposes of this Agreement, “Good Reason” shall mean if: (1) the Company
breaches this Agreement in any respect that is materially adverse to you; (2)
you are assigned duties materially inconsistent with your position with the
Company and adverse to you, or a materially adverse change occurs in your
reporting responsibilities, or your title, position, duties or responsibilities
are changed in a materially adverse manner; or (3) your primary place of
employment is changed to other than the Company’s executive offices or such
executive offices are moved to a location beyond a twenty-five (25) mile radius
of 42nd Street and Park Avenue, Manhattan, New York City; provided,
however, that you provide written notice to the Company that an event has
occurred or condition arisen constituting Good Reason within sixty (60) days
after the initial occurrence of such event or existence of such condition, and
the Company has failed to fully cure the Good Reason event or condition within
thirty (30) days of receipt of such written notice, and you provide to the Company
notice of termination for Good Reason at least thirty (30) days prior to a
specified termination date (such notice may be given together with the notice
of the occurrence of a Good Reason event or condition but the termination date
may not be earlier than the end of the permitted period in which the Company
may cure such event or condition).  


          Notwithstanding
anything to the contrary contained herein, in the event that you resign from
the Company other than for Good Reason, or your employment is terminated by the
Company for Cause, you (1) will be entitled to receive only the amount of your
salary (with appropriate tax withholdings and other payroll deductions) through
the last day that you actually work at the Company, (2) you shall not be entitled
to receive any additional salary whatsoever, and (3) you shall not be entitled
to receive any bonus whatsoever.  


          Your
employment and all of the above compensation and benefits are and shall remain
expressly conditioned upon your attaining and maintaining all appropriate
licenses necessary for you to conduct the functions of your job at the Company,
satisfactory completion of employment and education checks, a criminal
background check, verification of your identity and authorization to legally
work in the United States, and your continuing compliance with the securities
compliance rules of the Company, the Constitution, bylaws, rules and
regulations of FINRA, and the rules and regulations of the Securities and
Exchange Commission, national and regional exchanges, clearing corporations,
and all other federal and state authorities or regulatory agencies having
jurisdiction over your business conduct, as may be in force from time to time. 


          Both during
and after your employment with the Company, you shall keep secret and maintain
in strictest confidence, and shall not use for the benefit of yourself or
others except in connection with the business of the Company, all information
or materials relating to the actual or 


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prospective business of the Company or its affiliates (and all
information or material received from others in the course of the Company’s
actual or prospective business) which is obtained by you in the course of your
employment with the Company and is not otherwise publicly available (provided that you were not responsible, directly or indirectly, for such information
entering the public domain without the Company’s consent). Promptly upon your
resignation or termination, you shall surrender to the Company all documents,
work papers, lists, memoranda, records and other data (including all copies)
constituting or pertaining in any way to any of the foregoing information. If
you resign or are terminated for any reason, then for one year following the
date of your resignation or termination you agree not to solicit, attempt to
solicit, or encourage any employee to leave the employment of the Company or
its affiliates, and not to interfere with or disrupt any other then existing
contractual relationship (so long as it continues to exist during the one year
period set forth above) between the Company or its affiliates and any other
person or entity. In addition, if you resign other than for Good Reason or are
terminated by the Company for Cause, then (i) for six months following the date
of your resignation or termination you agree not to solicit or participate in
the solicitation of any part of the business of the Company or its affiliates
from any person or entity which was a client of the Company or its affiliates at
the time of your resignation or termination, and (ii) for three months
following the date of your resignation or termination you agree not to solicit
or participate in the solicitation of any part of the business of the Company
or its affiliates from any person or entity which is a prospective client of
the Company or its affiliates.  


          You
understand and agree that you are performing work for hire for the Company and
that any Inventions developed or conceived by you during your employment with the
Company are the sole property of the Company. “Inventions” shall include any
inventions, improvements, developments, discoveries, programs, designs,
machinery, products, processes, information systems and software, as well as
any other concepts, works and ideas, whether patentable or not, relating to any
present or prospective activities or business of the Company. You agree to make
the Company aware of all such Inventions. To the maximum extent permitted by
applicable law, you further agree to assign and do hereby assign to the Company
all rights, title and interest in and to all such Inventions hereafter made by
you. You will, with reasonable reimbursement for expenses but at no other
expense to the Company, at any time during or after your employment with the
Company, sign and deliver all lawful papers and cooperate in such other lawful
acts reasonably necessary to allow the Company to secure, perfect and enforce
such rights and title in the Inventions. This Section does not apply to any
Invention for which you affirmatively proves that (a) no equipment, supplies,
facility, or confidential or trade secret information of the Company was used;
(b) which was developed entirely on your own time, and (c) did not result,
either directly or indirectly, from any work performed by you for the Company. 


          In
accepting this offer, you represent and warrant to the Company that you are not
subject to any agreement or understanding with any current or prior employer or
business (or any other entity or person) which would in any manner preclude you
from fulfilling any of the duties or obligations you would have with the
Company or which would result in any additional payment from the Company. You
further recognize and agree that, to the extent you possess any confidential,
proprietary or trade secret information of a third party, you may not and shall
not use or disclose such information in performing your duties for the Company.



          Both you
and the Company agree and acknowledge that the Employment Agreement between you
and the Company dated March 1, 2007 (as amended to date) shall terminate upon
the execution of this Agreement and all rights and obligations of the parties
thereunder shall immediately cease and terminate. 


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          The
Company agrees to use reasonable efforts to maintain one or more directors and
officers liability insurance policies (collectively, the “Policy”) in a
reasonable and adequate amount determined by the Board of Directors of the
Company that provides coverage of at least $10 million, with you included as a
named insured or as member of a group or class within the definition of a named
insured in the Policy.  


          The
following provisions are intended to cause compensation payable hereunder to be
excluded from being deferrals of compensation under Section 409A of the
Internal Revenue Code or, if not excluded, to comply with applicable
requirements of Section 409A so that no tax penalties become payable by you: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 The compensation items payable to you under this Agreement, including
 salary, annual bonus, and the signing advance, and other items of
 compensation payable to you under any prior agreement, plan, program or
 policy (including each installment, where installments are or were payable),
 each shall be deemed a separate payment for purposes of and to the maximum
 extent permitted under Section 409A. 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 If any payment hereunder is deemed to be in substitution for a prior
 right to payment, and such prior right to payment constituted a deferral of
 compensation for purposes of Section 409A, the corresponding payment
 hereunder shall be payable only at the times the prior payment was payable
 (subject to (iii) below) so as to comply with requirements under Section
 409A, except to the extent an alternative payout date would be permissible
 under Section 409A. 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 Any bonus or other payment hereunder that does not constitute a
 deferral of compensation under Section 409A shall be payable to you during
 the applicable short-term deferral period. Any payment hereunder (including a
 corresponding payment) which constitutes a deferral of compensation, if
 payable to you upon your termination of employment, shall be payable no later
 than the first payroll date coinciding with or following your separation from
 service (as defined in Treasury Regulation § 1.409A-1(h)), except (i) if a
 specific payment time is otherwise specified hereunder and that payment time
 is compliant with Section 409A, the payment shall be made at that time, and
 (ii) if you are a Specified Employee as defined under Section 409A and the
 payment otherwise would be at a date tied to separation from service and
 within six months after your separation from service, the payment shall be
 delayed until the date six months and one day after your separation from
 service. 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 If a payment could be validly made in a period that includes portions
 of two tax years, you will have no right to control or influence the
 Company’s decision as to which tax year in which it will make such payment. If
 you are required to execute any document as a condition to receipt of a
 payment, the Company will supply the document by the date of your termination
 and you must sign and return it (and not revoke it) within any applicable
 period required by law and in no event more than 52 days after receipt of the
 document. Any amount that may be retained by the Company and applied to repay
 an obligation you may have to the Company may only be so applied at the time
 the amount otherwise would 

 	
  

 


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 have been payable to you, and cannot operate to relieve you of any
 obligation to repay at any time prior to the time such amount becomes
 payable. No right to any payment or benefit under this Agreement that
 constitutes a deferral of compensation shall be subject to anticipation,
 alienation, sale, transfer (except under laws of descent and distribution),
 assignment, pledge, encumbrance, attachment, or garnishment by your creditors
 or the creditors of any of your beneficiaries.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
           THIS
 AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
 THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE FULLY PERFORMED
 THEREIN.

 
	
  

 
	
           This
 Agreement contains all of the terms of your employment on which we have
 agreed, and cannot be changed except by in writing signed by both parties.
 Nothing in this Agreement changes the fact that you are an at-will employee.
 This Agreement supersedes all prior verbal and/or written communication
 between you and the Company with respect to the subject matter hereof.

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Sincerely,

 
	
  

 	
  

 	
 /s/ Gregory R. Dow          

 
	
  

 	
  

 	
 Gregory R.
 Dow

 
	
  

 	
  

 	
 General
 Counsel

 
	
 Accepted as
 of the date set forth above:

 	
  

 
	
 /s/ John J. Borer III

 	
  

 	
  

 
	

 


 	
  

 	
  

 
	
 John J.
 Borer III

 	
  

 	
  

 


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