exv10x1




STIFEL
FINANCIAL CORP.



2001 INCENTIVE STOCK PLAN


(2011
Restatement)


 



            
Stifel
Financial Corp. (the "Corporation") adopted the Stifel Financial Corp. 2001
Incentive Stock Plan (the "Plan") at its annual stockholder meeting in 2001. 
The Plan was amended in 2005 and again in 2008, including to increase the number
of shares available for issuance under the Plan.  The number of shares
previously authorized was increased by a three for two stock split in June 2008
and again in March 2011.  The Corporation now wishes to amend and completely
restate the Plan, including an amendment to increase the number of shares by
6,000,000.  The increase in the number of shares is contingent upon approval of
the stockholders of the Corporation at its 2011 Annual Meeting of Stockholders.



            Now therefore, the Plan is hereby amended to read in its entirety as
follows:            


1.                 

Purpose. 
The purpose of the Stifel Financial Corp. 2001  Incentive Stock Plan, as amended
(the "Plan")  is to encourage key employees of the Corporation and such
subsidiaries of the Corporation as the Administrator designates, to acquire
shares of common stock of the Corporation ("Common Stock") or to receive
monetary payments based on the value of such stock or based upon achieving
certain goals on a basis mutually advantageous to such employees and the
Corporation and thus provide an incentive for employees to contribute to the
success of the Corporation and align the interests of key employees with the
interests of the stockholders of the Corporation.


2.                 


Administration. 
The Plan shall be administered by the Board of Directors of the Corporation or
the Compensation Committee of the Board of Directors (the "Administrator").



            The authority to select persons eligible to participate in the Plan,
to grant benefits in accordance with the Plan, and to establish the timing,
pricing, amount and other terms and conditions of such grants (which need not be
uniform with respect to the various participants or with respect to different
grants to the same participant), may be exercised by the Administrator in its
sole discretion, or by any member of the Compensation Committee of the Board of
Directors upon a specific recommendation from the Executive Committee of Stifel,
Nicolaus & Company, Incorporated.



            Subject to the provisions of the Plan, the Administrator shall have
exclusive authority to interpret and administer the Plan, to establish
appropriate rules relating to the Plan, to delegate some or all of its authority
under the Plan and to take all such steps and make all such determinations in
connection with the Plan and the benefits granted pursuant to the Plan as it may
deem necessary or advisable.



            The Board of Directors in its discretion may delegate and assign
specified duties and authority of the Administrator to any other committee and
retain the other duties and authority of the Administrator to itself.  Also, the
Board of Directors in its discretion may appoint a separate committee of outside
directors to make awards that satisfy the requirements of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code").

 


	



3.                 

Shares
Reserved Under the Plan. 
Subject to the provisions of Section 12 (relating to adjustment for changes in
capital stock), the Plan shall reserve for issuance under the Plan an aggregate
of 20,625,000 shares of Common Stock (including the 14,625,000 shares previously
authorized), which may be authorized but unissued or treasury shares including
shares reacquired by the Corporation such as shares purchased in the open market
or in private transactions.  In addition to such 20,625,000 shares of Common
Stock, which may be awarded pursuant to any of the types of benefits described
in Section 5, for each of the  first four calendar years of the seven-year
period commencing January 1, 2012, the number of shares reserved for issuance
under the Plan shall automatically increase by an additional 1,125,000 shares
(i.e., an aggregate of 4,500,000 shares); provided that, such additional shares
may be applied only for the grant of Stock Units awarded pursuant to the Plan in
lieu of cash compensation that would otherwise have been paid currently to the
participant where the value of the shares of Common Stock underlying such Stock
Units, determined as of the date of grant, does not exceed the amount of such
cash by more than twenty-five percent.



            As used in this Section 3, the term "Plan Maximum" shall refer to
the number of shares of Common Stock of the Corporation that are available for
grant of awards pursuant to the Plan.  Stock underlying outstanding options,
stock appreciation rights, or performance awards will reduce the Plan Maximum
while such options, stock appreciation rights or performance awards are
outstanding.  Shares underlying expired, canceled or forfeited options, stock
appreciation rights or performance awards shall be added back to the Plan
Maximum.  When the exercise price of stock options is paid by delivery of shares
of Common Stock, or if the Administrator approves the withholding of shares from
a distribution in payment of the exercise price or tax withholding obligations,
the Plan Maximum shall be reduced by the net (rather than the gross) number of
shares issued pursuant to such exercise, regardless of the number of shares
surrendered or withheld in payment.  If the Administrator approves the payment
of cash to an optionee equal to the difference between the fair market value and
the exercise price of stock subject to an option, or if a stock appreciation
right is exercised for cash or a performance award is paid in cash,    the Plan
Maximum shall be increased by the number of shares with respect to which such
payment is applicable.  Restricted stock issued pursuant to the Plan will reduce
the Plan Maximum while outstanding even while subject to restrictions.  Shares
of restricted stock shall be added back to the Plan Maximum if such restricted
stock is forfeited or is returned to the Corporation as part of a restructuring
of benefits granted pursuant to the Plan.  When shares of Common Stock are
transferred in satisfaction of a stock unit, the Plan Maximum shall be reduced
by the net (rather than the gross) number of shares issued, regardless of the
number of shares withheld in payment of tax withholding obligations.



            Notwithstanding the above, the maximum number of shares subject to
stock options that may be awarded in any calendar year to any individual shall
not exceed 100,000 shares (as adjusted in accordance with Section 11).


4.                 


Participants. 
Participants will consist of such officers and employees of the Corporation or
any designated subsidiary as the Administrator in its sole discretion shall
determine.  Designation of a participant in any year shall not require the
Administrator to designate such person to receive a benefit in any other year or
to receive the same type or amount of benefit as granted to the participant in
any other year or as granted to any other participant in any year.  The
Administrator shall consider such factors as it deems pertinent in selecting
participants and in determining the type and amount of their respective
benefits.

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5.                 

Types of
Benefits. 
The following benefits may be granted under the Plan:  (a) stock appreciation
rights ("SARs"); (b) restricted stock ("Restricted Stock"); (c) performance
awards ("Performance Awards"); (d) incentive stock options ("ISOs"); (e)
nonqualified stock options ("NQSOs"); and (f) Stock Units, all as described
below. 


6.                 

Stock
Appreciation Rights. 
A SAR is the right to receive all or a portion of the difference between the
fair market value of a share of Common Stock at the time of exercise of the SAR
and the exercise price of the SAR established by the Administrator, subject to
such terms and conditions set forth in a SAR agreement as may be established by
the Administrator in its sole discretion.  At the discretion of the
Administrator, SARs may be exercised: (a) in lieu of exercise of an option, (b)
in conjunction with the exercise of an option, (c) upon lapse of an option, (d)
independent of an option or (e) each of the above in connection with a
previously awarded option under the Plan.  If the option referred to in (a), (b)
or (c) above qualified as an ISO pursuant to Section 422 of the Code, the
related SAR shall comply with the applicable provisions of the Code and the
regulations issued thereunder.  At the time of grant, the Administrator may
establish, in its sole discretion, a maximum amount per share which will be
payable upon exercise of a SAR, and may impose conditions on exercise of a SAR. 
At the discretion of the Administrator, payment for SARs may be made in cash or
shares of Common Stock of the Corporation, or in a combination thereof.  SARs
will be exercisable not later than ten years after the date they are granted and
will expire in accordance with the terms established by the Administrator. 



7.                 

Restricted
Stock. 
Restricted Stock is Common Stock of the Corporation issued or transferred under
the Plan (other than upon exercise of stock options or as Performance Awards) at
any purchase price less than the fair market value thereof on the date of
issuance or transfer, or as a bonus, subject to such terms and conditions set
forth in a Restricted Stock agreement as may be established by the Administrator
in its sole discretion.  In the case of any Restricted Stock:


(a)               
The purchase price, if any, will be determined by the Administrator.


(b)              
The period of restriction shall be established by the Administrator for
any grants of Restricted Stock;


(c)               
Restricted Stock may be subject to (i) restrictions on the sale or other
disposition thereof; (ii) rights of the Corporation to reacquire such Restricted
Stock at the purchase price, if any, originally paid therefor upon termination
of the employee's employment within specified periods; (iii) representation by
the employee that he or she intends to acquire Restricted Stock for investment
and not for resale; and (iv) such other restrictions, conditions and terms as
the Administrator deems appropriate.


(d)              
The participant shall be entitled to all dividends paid with respect to
Restricted Stock during the period of restriction and shall not be required to
return any such dividends to the Corporation in the event of the forfeiture of
the Restricted Stock.


(e)               
The participant shall be entitled to vote the Restricted Stock during the
period of restriction.

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(f)               
The Administrator shall determine whether Restricted Stock is to be
delivered to the participant with an appropriate legend imprinted on the
certificate or if the shares are to be issued in the name of a nominee or
deposited in escrow pending removal of the restrictions.


8.                 


Performance Awards. 
Performance Awards are Common Stock of the Corporation, monetary units or some
combination thereof, to be issued without any payment therefor, in the event
that certain performance goals established by the Administrator are achieved
over a period of time designated by the Administrator, but not in any event more
than five years.  The goals established by the Administrator may include return
on average total capital employed, earnings per share, increases in share price
or such other goals as may be established by the Administrator.  In the event
the minimum corporate goal is not achieved at the conclusion of the period, no
payment shall be made to the participant.  Actual payment of the award earned
shall be in cash or in Common Stock of the Corporation or in a combination of
both, as the Administrator in its sole discretion determines.  If Common Stock
of the Corporation is used, the participant shall not have the right to vote and
receive dividends until the goals are achieved and the actual shares are issued.


9.                 

Incentive
Stock Options. 
ISOs are stock options to purchase shares of Common Stock at not less than 100%
of the fair market value of the shares on the date the option is granted,
subject to such terms and conditions set forth in an option agreement as may be
established by the Administrator in its sole discretion that conform to the
requirements of Section 422 of the Code.  Said purchase price may be paid: (a)
by check or (b), in the discretion of the Administrator, by the delivery of
shares of Common Stock of the Corporation owned by the participant, or (c), in
the discretion of the Administrator, by a combination of any of the foregoing,
in the manner provided in the option agreement.  The aggregate fair market value
(determined as of the time an option is granted) of the stock with respect to
which ISOs are exercisable for the first time by an optionee during any calendar
year (under all option plans of the Corporation and its subsidiary corporations)
shall not exceed $100,000.


10.             


Nonqualified Stock Options. 
NQSOs are nonqualified stock options to purchase shares of Common Stock at
purchase prices established by the Administrator on the date the options are
granted, subject to such terms and conditions set forth in an option agreement
as may be established by the Administrator in its sole discretion.  The purchase
price may be paid:  (a) by check or (b), in the discretion of the Administrator,
by the delivery of shares of Common Stock of the Corporation owned by the
participant, or simply by delivering to the participant upon exercise of the
option only the net number of shares of Common Stock with a value equal to the
difference between the fair market value of the shares subject to the option and
the exercise price of the option, or (c), in the discretion of the
Administrator, by a combination of any of the foregoing, in the manner provided
in the option agreement.  NQSOs granted after the date of stockholder approval
of the Plan shall be exercisable no later than ten years after the date they are
granted.


11.             

Stock
Units.  
A Stock
Unit represents the right to receive a share of Common Stock from the
Corporation at a designated time in the future, subject to such terms and
conditions set forth in a Stock Unit agreement as may be established by the
Administrator in its sole discretion.  The participant generally does not have
the rights of a stockholder until receipt of the Common Stock.  The
Administrator may in its discretion provide for payments in cash, or adjustment
in the number of Stock Units, equivalent to the dividends the participant would
have received if the participant had been the owner of shares of Common Stock
instead of the Stock Units.  
 

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12.             

Adjustment
Provisions.


(a)               
If the Corporation shall at any time change the number of issued shares
of Common Stock without new consideration to the Corporation (such as by stock
dividends or stock splits), the total number of shares reserved for issuance
under the Plan and the number of shares covered by each outstanding benefit
shall be adjusted so that the aggregate consideration payable to the
Corporation, if any, and the value of each such benefit shall not be changed. 
Benefits may also contain provisions for their continuation or for other
equitable adjustments after changes in the Common Stock resulting from
reorganization, sale, merger, consolidation, issuance of stock rights or
warrants, or similar occurrence.


(b)              
Notwithstanding any other provision of the Plan, and without affecting
the number of shares reserved or available hereunder, the Board of Directors may
authorize the issuance or assumption of benefits in connection with any merger,
consolidation, acquisition of property or stock, or reorganization upon such
terms and conditions as it may deem appropriate.


13.             

Change in
Control. 
In the event of a Change in Control of the Corporation, as defined below, the
vesting of all outstanding SARs, shares of Restricted Stock, ISOs, NQSOs and
Stock Units shall be accelerated only to the extent set forth in the applicable
agreement established by the Administrator in its sole discretion.



            "Change in Control" means:


(a)               
The acquisition by one person, or more than one person acting as a group,
of ownership of stock of the Corporation that, together with stock held by such
person or group, constitutes more than 50% of the total fair market value or
total voting power of the stock of the Corporation;


(b)              
The acquisition by one person, or more than one person acting as a group,
of ownership of stock of the Corporation, that together with stock of the
Corporation acquired during the twelve-month period ending on the date of the
most recent acquisition by such person or group, constitutes 30% or more of the
total voting power of the stock of the Corporation;


(c)               
A majority of the members of the Board of Directors is replaced during
any twelve-month period by directors whose appointment or election is not
endorsed by a majority of the members of the Board of Directors before the date
of the appointment or election;


(d)              
One person, or more than one person acting as a group, acquires (or has
acquired during the twelve-month period ending on the date of the most recent
acquisition by such person or group) assets from the Corporation that have a
total gross fair market value (determined without regard to any liabilities
associated with such assets) equal to or more than 40% of the total gross fair
market value of all of the assets of the Corporation immediately before such
acquisition or acquisitions.

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            Persons will not be considered to be acting as a group solely
because they purchase or own stock of the same corporation at the same time, or
as a result of the same public offering.  However, persons will be considered to
be acting as a group if they are owners of a corporation that enters into a
merger, consolidation, purchase or acquisition of stock, or similar business
transaction with the Corporation. 



            This definition of Change in Control shall be interpreted in
accordance with, and in a manner that will bring the definition into compliance
with, the regulations under Section 409A of the Code.


14.             


Nontransferability. 
Each benefit granted under the Plan to an employee shall not be transferable
otherwise than by will or the laws of descent and distribution; provided,
however, NQSOs granted under the Plan may be transferred, without consideration,
to a Permitted Transferee (as defined below).  Benefits granted under the Plan
shall be exercisable, during the participant's lifetime, only by the participant
or a Permitted Transferee.  In the event of the death of a participant, exercise
or payment shall be made only:


(a)               
By or to the Permitted Transferee, executor or administrator of the
estate of the deceased participant or the person or persons to whom the deceased
participant's rights under the benefit shall pass by will or the laws of descent
and distribution; and


(b)              
To the extent that the deceased participant or the Permitted Transferee,
as the case may be, was entitled thereto at the date of his death.


For
purposes of this Section 14, "Permitted Transferee" shall include: (i) one or
more members of the participant's family, (ii) one or more trusts for the
benefit of the participant and/or one or more members of the participant's
family, or (iii) one or more partnerships (general or limited), corporations,
limited liability companies or other entities in which the aggregate interests
of the participant and members of the participant's family exceed 80% of all
interests.  For this purpose, the participant's family shall include only the
participant's spouse, children and grandchildren.


15.             

Taxes. 
The Corporation shall be entitled to withhold the amount of any tax attributable
to any amounts payable or shares deliverable under the Plan after giving the
person entitled to receive such payment or delivery notice as far in advance as
practicable, and the Corporation may defer making payment or delivery as to any
benefit if any such tax is payable until indemnified to its satisfaction.  The
person entitled to any such delivery may, by notice to the Corporation at the
time the requirement for such delivery is first established, elect to have such
withholding satisfied by a reduction of the number of shares otherwise so
deliverable, such reduction to be calculated based on a closing market price on
the date of such notice.


16.             

Tenure. 
A participant's right, if any, to continue to serve the Corporation and its
subsidiaries as an officer, employee, or otherwise, shall not be enlarged or
otherwise affected by his or her designation as a participant under the Plan.

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17.             

Duration,
Interpretation, Amendment and Termination. 
No benefit shall be granted after April 28, 2018; provided, however, that the
terms and conditions applicable to any benefit granted within such period may
thereafter be amended or modified by mutual agreement between the Corporation
and the participant or such other person as may then have an interest therein. 
Without the prior approval of the Corporation's stockholders, the Corporation
will not effect a "repricing" (as defined below) of any stock options or other
benefits granted under the terms of the Plan.  For purposes of the immediately
preceding sentence, a "repricing" shall be deemed to mean any of the following
actions or any other action having the same effect:  (a) the lowering of the
purchase price of an option or other benefit after it is granted; (b) the
canceling of an option or other benefit in exchange for another option or
benefit at a time when the purchase price of the cancelled option or benefit
exceeds the fair market value of the underlying stock (unless the cancellation
and exchange occurs in connection with a merger, acquisition, spin-off or other
similar corporate transaction); (c) the purchase of an option or other benefit
for cash or other consideration at a time when the purchase price of the
purchased option or benefit exceeds the fair market value of the underlying
stock (unless the purchase occurs in connection with a merger, acquisition,
spin-off or other similar corporate transaction); or (d) an action that is
treated as a repricing under generally accepted accounting principles.  To the
extent that any stock options or other benefits which may be granted within the
terms of the Plan would qualify under present or future laws for tax treatment
that is beneficial to a recipient, then any such beneficial treatment shall be
considered within the intent, purpose and operational purview of the Plan and
the discretion of the Administrator, and to the extent that any such stock
options or other benefits would so qualify within the terms of the Plan, the
Administrator shall have full and complete authority to grant stock options or
other benefits that so qualify (including the authority to grant, simultaneously
or otherwise, stock options or other benefits which do not so qualify) and to
prescribe the terms and conditions (which need not be identical as among
recipients) in respect to the grant or exercise of any such stock option or
other benefits under the Plan.  



            The Board of Directors may amend the Plan from time to time or
terminate the Plan at any time.  However, no action authorized by this paragraph
shall reduce the amount of any existing benefit or change the terms and
conditions thereof without the participant's consent.  No amendment of the Plan
shall, without approval of the stockholders of the Corporation, (a) increase the
total number of shares which may be issued under the Plan or increase the amount
or type of benefits that may be granted under the Plan; or (b) modify the
requirements as to eligibility for benefits under the Plan. 


18.             

Effective
Date. 
This 2011 Restatement of the 2001 Stifel Financial Corp. Incentive Stock Plan,
as amended, became effective as of the date it was adopted by the Board of
Directors of the Corporation (April 13, 2011), subject only to approval by the
holders of a majority of the outstanding voting stock of the Corporation within
twelve months before or after the adoption of the restatement by the Board of
Directors. 



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