Exhibit 10.17





Exhibit 10.17




STOCK APPRECIATION RIGHT CERTIFICATE




ICG Group, Inc., a Delaware corporation (“ICG”), hereby grants, on the grant date shown below (the
“Date of Grant”) to the grantee named below (the “Grantee”) a stock appreciation right (this “SAR”)
that relates to the stock appreciation, if any, over the base amount for the total number of shares
shown below (the “Shares”) of the common stock of ICG, subject to the terms and conditions on both
sides of this Stock Appreciation Right Certificate (the “Certificate”) and the ICG 2005 Omnibus
Equity Compensation Plan, as amended (the “Plan”). The stock appreciation of the SAR is the amount
by which the Fair Market Value (as defined in the Plan) of the underlying Shares on the date of
exercise of this SAR exceeds the base amount of the SAR. The base amount per Share of this SAR is
shown below (the “Base Amount”). The terms of the Plan are incorporated herein by reference.




	 	 	 
	Grantee:
	 	                    
	Shares Subject to SAR:
	 	                    
	Base Amount Per Share:
	$ 	                    
	Date of Grant:
	 	                    
	Term of SAR:
	 	8 years






I hereby accept the SAR grant described in this Stock Appreciation Right Certificate. I have read
the terms of the Plan and this Stock Appreciation Right Certificate, and agree to be bound by the
terms of the Plan and this Stock Appreciation Right Certificate and the interpretations of the
Committee (as defined in the Plan) with respect thereto.



Accepted by: ____________________________




In witness whereof, this Stock Appreciation Right Certificate has been executed by ICG by a duly
authorized officer as of the date specified hereon.



ICG Group, Inc.



	 	 	 
	 

Walter W. Buckley, III

	 	 
	Chief Executive Officer
	 	 
	 
	 	 
	 

Philip A. Rooney, Witness

	 	 





1. Vesting. Subject to the provisions of Paragraph 2(f), you will vest in the SAR as
follows:




	 	a.	 	25% of the Shares covered by the SAR will vest on each anniversary of the Date of Grant if
you are a Non-Employee Director (as defined in the Plan), Key Advisor (as defined in the
Plan), or Employee (as defined in the Plan) at that time.







	2.	 	Term; Termination of the SAR. This SAR will terminate on the occurrence of the
earliest to occur of the following dates:







	 	a.	 	Term of SAR. The SAR terminates eight (8) years from the Date of Grant, or upon
the liquidation of the Company, if earlier. If you have not fully exercised the SAR prior to
that date, you will not be permitted to exercise, and will forfeit any remaining portion of,
the SAR. The SAR will also expire and be forfeited at such times and in such circumstances
as otherwise provided in this Certificate or under the Plan.







	 	b.	 	Termination on Death. If you incur a Termination of Service (as defined in the
Plan) on account of your death, or if you die within ninety (90) days after you cease to be
so employed on account of a termination identified in Paragraph 2(f), the vested portion of
the SAR shall terminate unless exercised within the earlier of: (i) the three (3) year period
after you incur such Termination of Service, or (ii) the term of the SAR. Any unvested
portion of the SAR will terminate and be forfeited on the date you incur the Termination of
Service.







	 	c.	 	Termination on Disability. If you incur a Termination of Service on account of you
incurring a Disability (as defined in the Plan), the vested portion of the SAR shall
terminate unless exercised within the earlier of: (i) the three (3) year period after you
incur such Termination of Service, or (ii) the term of the SAR. Any unvested portion of the
SAR will terminate and be forfeited on the date in which you incur the Termination of
Service.







	 	d.	 	Termination on Retirement. If you incur a Termination of Service on account of
your Retirement (as defined in the Plan), any vested portion of the SAR shall terminate
unless exercised within the earlier of (i) the three (3) year period after you incur such
Termination of Service, or (ii) the term of the SAR. Any unvested portion of the SAR will
terminate and be forfeited on the date in which you incur the Termination of Service.







	 	e.	 	Termination for Cause. If you incur a Termination Service on account of a
termination for Cause (as defined in the Plan), the SAR will immediately terminate on the
date of such Termination of Service and you will forfeit all Shares underlying any exercised
portion of the SAR for which the Company has not delivered certificates, and the Company
shall refund to you the price equal to the lesser of (i) the Exercise Price Per Share you
paid for such Shares or (ii) the Fair Market Value (as defined in the Plan) of the Shares on
the date of such Termination of Service.







	 	f.	 	Termination for Any Other Reason. If you incur a Termination of Service for any
reason other than as identified in this Paragraph 2, any vested portion of the SAR shall
terminate unless exercised by you or a transferee under Paragraph 6, if applicable, within
the earlier of (i) ninety (90) days after you incur such Termination of Service, or (ii) the
term of the SAR. Any unvested portion of the SAR will terminate and be forfeited on the date
you incur the Termination of Service.







	3.	 	Exercising the SAR; Payment Upon Exercise.







	 	a.	 	Notice. When you want to exercise any portion of the SAR, you must give written
notice to ICG, or its designee, of your intent to exercise the SAR and specify the number of
Shares as to which the SAR is to be exercised.







	 	b.	 	Payment with Respect to the SAR. Upon exercise, ICG shall deliver to you a number
of shares of ICG common stock (the “Common Stock”) that will be determined by dividing the
Value of the Stock Appreciation (as defined below), by the Fair Market Value of a share of
Common Stock on the date of exercise. Only whole shares of Common Stock will be delivered to
you pursuant to the exercise of the SAR, and, to the extent that a fractional share of Common
Stock would result, the cash value of such fractional share will be paid to you in lieu of a
fractional share. All shares of Common Stock will be issued under the Plan. For purposes of
this Paragraph 3(b), the “Value of the Stock Appreciation” shall mean the amount that results
from multiplying (i) the number of Shares as to which the SAR is to be exercised, by (ii) the
difference between the Fair Market Value of a Share on the date of exercise and the Base
Amount.







	 	c.	 	Cancellation of Shares. Upon exercise of the SAR, the Shares covered by such
exercise shall be cancelled and you shall cease to have any further right to exercise the SAR
with respect to such Shares under this Certificate.







	 	d.	 	Limitation on Exercise. This SAR may not be exercised when the Base Amount is
equal to, or greater than, the Fair Market Value of a Share.







	 	e.	 	The obligation of ICG to deliver shares of Common Stock upon exercise of the SAR shall be
subject to all applicable laws, rules and regulations and such approvals by governmental
agencies as may be deemed appropriate by the Committee, including such actions as ICG’s
counsel shall deem necessary or appropriate to comply with relevant securities laws and
regulations. You understand that you are responsible for the income tax consequences of your
exercise of the SAR and the sale of any shares of Common Stock received by you upon exercise
of the SAR. ICG may require that you (or the person exercising the SAR pursuant to a
transfer in accordance with Paragraph 5 below) represent that any shares of Common Stock that
you receive will be held by you for your own account and not with a view to or for sale in
connection with any distribution of the shares, or such other representation as the Committee
deems appropriate. All obligations of ICG under this Certificate shall be subject to the
rights of ICG as set forth in the Plan to withhold amounts required to be withheld for any
taxes, if applicable. Subject to Committee approval, you may elect to satisfy any tax
withholding obligation of the Company with respect to the SAR by having shares of Common
Stock that you receive upon exercise of the SAR withheld up to an amount that does not exceed
the minimum applicable withholding tax rate for federal (including FICA), state and local tax
liabilities.







	4	 	Change of Control. The provisions of the Plan applicable to a Change of Control (as
defined in the Plan) shall apply to the SAR, and, in the event of a Change of Control, the
Committee may take such actions as it deems appropriate pursuant to the Plan.







	5.	 	Transferability of the SAR. Only you may exercise the SAR during your lifetime.
After your death, the SAR shall be exercisable (subject to the limitations specified in the
Plan) solely by your legal representatives, or by the person who acquires the right to
exercise the SAR by will or by the laws of descent and distribution, to the extent that the
SAR is exercisable pursuant to this Certificate.





 


 









 











	6.	 	Incorporation by Reference; Entire Agreement; Definitions. This SAR shall be subject
to the terms, conditions and limitations of the Plan and to interpretations, regulations and
determinations concerning the Plan established from time to time by the Committee in
accordance with the provisions of the Plan, including, but not limited to, provisions
pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the
registration, qualification or listing of the shares of Common Stock that you receive upon
exercise of the SAR, (iii) changes in capitalization of ICG, and (iv) other requirements of
applicable law. This Certificate, together with the Plan, contains the entire agreement
between you and ICG with respect to the SAR and supersedes all prior and contemporaneous
agreements, written or oral, with respect thereto. In the event of any contradiction,
distinction or differences between this Certificate and the terms of the Plan, the terms of
the Plan will control. Except as otherwise defined in this Certificate, the terms used in
this Certificate shall have the meanings set forth in the Plan.







	7.	 	No Stockholder Rights. Neither you, nor any person or entity you transfer the SAR
pursuant to Paragraph 5, shall have any of the rights and privileges of a stockholder with
respect to the Shares subject to the SAR. If you exercise the SAR you will only have rights
as a stockholder with respect to those shares of Common Stock you are entitled to receive when
the certificates for such shares have been issued to you after the exercise of the SAR.







	8.	 	Assignment and Transfers. Your rights and interests under this Certificate may not
be sold, assigned, encumbered or otherwise transferred except as provided in Paragraph 5. In
the event of any attempt by you to alienate, assign, pledge, hypothecate, or otherwise dispose
of this SAR or any right hereunder, except as provided for in this Certificate, or in the
event of the levy of any attachment, execution or similar process upon the rights or interests
hereby conferred, ICG may terminate the SAR by notice to you, and the SAR and all rights
hereunder shall thereupon become null and void. The rights and protections of ICG hereunder
shall extend to any successors or assigns of ICG and to ICG’s parent, subsidiaries, and
affiliates. This Certificate may be assigned by ICG without your consent.







	9.	 	Governing Law. This Certificate shall be deemed to be made under and shall be
construed in accordance with the laws of the State of Delaware, without giving effect to
conflict of laws provisions thereof.







	10.	 	Miscellaneous. 







	 	a.	 	The captions of this Certificate are not part of the provisions hereof and shall have no
force or effect. Except as provided in Paragraph 10(f) below, this Certificate may not be
amended or modified except by a written agreement executed by you, or your legal
representative, as applicable, and by ICG, or by its successors or legal representative, as
applicable. The invalidity or unenforceability of any provision of this Certificate shall
not affect the validity or enforceability of any other provision of this Certificate.







	 	b.	 	The Committee may make such rules and regulations and establish such procedures for the
administration of this Certificate as it deems appropriate. Without limiting the generality
of the foregoing, the Committee may interpret this Certificate and the Plan, with such
interpretations to be conclusive and binding on all persons and otherwise accorded the
maximum deference permitted by law. In the event of any dispute or disagreement as to the
interpretation of this Certificate, the Plan or of any rule, regulation or procedure, or as
to any question, right or obligation arising from or related to this Certificate or the Plan,
the decision of the Committee shall be final and binding on all persons, and your accepting
this SAR is your agreement to this.







	 	c.	 	All notices hereunder shall be in writing, and if to ICG or the Committee, shall be
delivered to the Board of Directors of ICG or mailed to its principal office, addressed to
the attention of the Board of Directors; and if to you, shall be delivered personally, sent
by facsimile transmission or mailed to you at the address appearing in the records of the
Company. Such addresses may be changed at any time by written notice to the other party
given in accordance with this Paragraph 10(c).







	 	d.	 	The failure of you or ICG to insist upon strict compliance with any provision of this
Certificate or the Plan, or to assert any right that you or ICG, respectively, may have under
this Certificate or the Plan, shall not be deemed to be a waiver of such provision or right
or any other provision or right of this Certificate or the Plan.







	 	e.	 	Nothing in this Certificate shall confer on you the right to continue in the employment or
service of the Company, its parent or subsidiaries, or interfere in any way with the right of
the Company, its parent or subsidiaries, and its stockholders to terminate your employment or
service at any time.







	 	f.	 	Notwithstanding anything in this Agreement to the contrary, to the extent that this SAR is
deemed to be deferred compensation subject to the requirements of section 409A of the Code,
and the requirements of section 409A of the Code are not met with respect to this SAR, ICG
may amend this Certificate, without your consent, so that this SAR will comply with the
requirements of section 409A of the Code. Amendment of this Certificate to comply with
section 409A of the Code will not result in you being entitled to receive any enhanced
benefit under this Certificate.






Grantee’s Initials:
 _____