EX-10.15






Exhibit 10.15



This exhibit amends and restates the agreement between KBW, Inc. and the executive that was
included as an exhibit to KBW Inc.’s previously filed periodic reports with the Securities and
Exchange Commission. The agreement was amended and restated as set forth below in order to comply
with certain technical requirements of Section 409A of the Internal Revenue Code.




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




          This AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between KBW, Inc. (the
“Company”) and Thomas B. Michaud (the “Executive”), dated as of December 31, 2008.




          WHEREAS, the Company and the Executive are parties to that certain employment agreement dated
as of November 1, 2006 (the “Prior Agreement”); and




          WHEREAS, the Company is desirous of continuing to employ the Executive in an executive
capacity on the terms and conditions, and for the consideration, hereinafter set forth, and the
Executive is desirous of being employed by the Company on such terms and conditions and for such
consideration; and




          WHEREAS, certain revisions to the Prior Agreement are necessary to cause it to comply with, or
to cause it not to be subject to, Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), and the final regulations thereunder;




     NOW, THEREFORE, in order to comply with, or cause it not to be subject to, Section 409A of the
Code and final regulations thereunder, the Prior Agreement is hereby amended and restated as of the
date first written above as follows: NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:




          1. Employment Period. The Company hereby agrees to continue to employ the Executive,
and the Executive hereby agrees to continue to serve the Company, subject to the terms and
conditions of this Agreement, for the period commencing on the Effective Date (as defined below)
and ending on the third anniversary thereof, subject to earlier termination in accordance with the
provision of Section 3 hereof (the “Employment Period”). “Effective Date” shall
mean the date immediately prior to the date on which the registration statement filed by the
Company under the Securities Act of 1933, as amended, registering the initial public offering of
the common stock of the Company, par value $0.01, is effective.




          2. Terms of Employment.




          (a) Position and Duties. (i) During the Employment Period, the Executive shall serve
as Vice Chairman and Chief Operating Officer of the Company, with such duties and responsibilities
as are commensurate and consistent with such title and position, report directly and exclusively to
the Chief Executive Officer of the Company and perform his services at the



 









 






headquarters of the Company in New York, New York. In addition, the Company shall cause the
Executive to be appointed as a member of the Board of Directors of the Company (the “Board of
Directors”), and shall nominate the Executive for election and re-election to the Board of
Directors as and when the Executive’s term expires while the Executive remains employed under this
Agreement.




          (ii) During the Employment Period, and excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive agrees to devote substantially all of his attention
and time during normal business hours to the business and affairs of the Company and, to the extent
necessary to discharge the responsibilities assigned to the Executive hereunder, to use the
Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities.
During the Employment Period, it shall not be a violation of this Agreement for the Executive to
serve on corporate, civic or charitable boards or committees, deliver lectures, fulfill speaking
engagements or teach at educational institutions and manage personal investments, so long as such
activities do not significantly interfere with the performance of the Executive’s responsibilities
as an employee of the Company in accordance with this Agreement. It is expressly understood and
agreed that to the extent that any such activities have been conducted by the Executive prior to
the Effective Date, the continued conduct of such activities (or the conduct of activities similar
in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to
interfere with the performance of the Executive’s responsibilities to the Company.




          (b) Compensation (i) Base Salary. During the Employment Period, the
Executive shall receive an annual base salary (“Annual Base Salary”) of not less than the
Executive’s annual base salary as in effect immediately prior to the Effective Date, in accordance
with the Company’s normal payroll policies. The Executive’s Annual Base Salary shall be reviewed
for increase (but not decrease) at least annually by the Compensation Committee of the Board of
Directors (the “Compensation Committee”) pursuant to its normal performance review policies
for senior executives. Any increase in Annual Base Salary shall not serve to limit or reduce any
other obligation to the Executive under this Agreement. Annual Base Salary shall not be reduced
after any increase and the term Annual Base Salary as utilized in this Agreement shall refer to
Annual Base Salary as so increased.




          (ii) Annual Bonus. In addition to the Annual Base Salary, the Executive shall be
eligible to be awarded, for each fiscal year of the Company or portion of a fiscal year ending
during the Employment Period, an annual bonus (the “Annual Bonus”) pursuant to the terms of
the Company’s Annual Incentive Plan, as in effect from time to time. “Annual Bonus” for any given
fiscal year shall mean the amount, if any, of annual bonus earned by the Executive with respect to
the applicable fiscal year of the Company, including amounts deferred and/or paid in the form of
equity compensation. Each such Annual Bonus shall be paid no later than two and a half months
after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall
elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the
requirements of Section 409A of the Code.




          (iii) Other Benefits. During the Employment Period: (A) the Executive shall be
entitled to participate in incentive, savings and retirement plans, practices, policies and
programs of the Company to the same extent as provided generally to similarly situated



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executives of the Company; and (B) the Executive and/or the Executive’s family, as the case
may be, shall be eligible for participation in, and shall receive benefits under, welfare benefit
plans, practices, policies and programs provided by the Company (including, without limitation,
medical, prescription, dental, disability, employee life insurance, group life insurance,
accidental death and travel accident insurance plans and programs) to the same extent as provided
generally to similarly situated executives of the Company.




          (iv) Expenses. During the Employment Period, the Executive shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance
with the Company’s policies.




          (v) Office and Support Staff. During the Employment Period, the Executive shall be
entitled to an office or offices of a size and with furnishings and other appointments and with
secretarial and support staff, no less favorable than that provided similarly situated executives
of the Company.




          3. Termination of Employment. (a) Death or Disability. The Executive’s
employment shall terminate automatically upon the Executive’s death during the Employment Period.
If the Company determines in good faith that the Disability (as defined below) of the Executive has
occurred during the Employment Period, it may provide the Executive with written notice in
accordance with Section 11(b) of this Agreement of its intention to terminate the Executive’s
employment. In such event, the Executive’s employment with the Company shall terminate effective
on the 30th day after receipt of such notice by the Executive (the “Disability Effective
Date”), provided that, within the 30 days after such receipt, the Executive shall not
have returned to full-time performance of the Executive’s duties. For purposes of this Agreement,
“Disability” shall mean the absence of the Executive from the Executive’s duties with the
Company on a full-time basis for 180 consecutive business days as a result of incapacity due to
mental or physical illness which is determined to be total and permanent by a physician selected by
the Company or its insurers and acceptable to the Executive or the Executive’s legal
representative.




          (b) Cause. The Company may terminate the Executive’s employment during the Employment
Period either with or without Cause. For purposes of this Agreement, “Cause” shall mean:





     (i) the willful and continued failure substantially to perform the Executive’s duties
(other than as a result of physical or mental illness or injury), after the Chief Executive
Officer of the Company delivers to the Executive a written demand for substantial
performance that specifically identifies the manner in which the Chief Executive Officer of
the Company believes that the Executive has not substantially performed the Executive’s
duties; or




     (ii) illegal conduct or gross misconduct by the Executive, in either case that is
willful and results in material and demonstrable damage to the business or reputation of the
Company; or



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          (iii) conviction of, or plea of guilty or nolo contendere to, a charge of commission of
a felony.



For purposes of this provision, no act or failure to act, on the part of the Executive, shall be
considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive’s action or omission was in the best interests of the
Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board of Directors or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the
best interests of the Company. The cessation of employment of the Executive shall not be deemed to
be for Cause unless and until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the affirmative vote of not less than two-thirds of the entire
membership of the Board of Directors at a meeting of the Board of Directors called and held for
such purpose (after reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board of Directors), finding that, in
the good faith opinion of the Board of Directors, the Executive is guilty of the conduct described
in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.




          (c) Good Reason. The Executive’s employment may be terminated by the Executive with
or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean in the
absence of the prior written consent of the Executive:





     (i) the failure of the Company to nominate the Executive for election and re-election
to the Board of Directors, or the assignment to the Executive of any duties inconsistent in
any respect with the Executive’s job description, or any other action by the Company that
results in a diminution in the Executive’s position, authority, duties or responsibilities,
other than an isolated, insubstantial and inadvertent action that is not taken in bad faith
and is remedied by the Company promptly after receipt of notice thereof from the Executive;




     (ii) any failure by the Company to comply with any of the provisions of Section 2(b) of
this Agreement, other than an isolated, insubstantial and inadvertent failure not occurring
in bad faith and which is remedied by the Company promptly after receipt of notice thereof
given by the Executive;




     (iii) any requirement by the Company that the Executive’s services be rendered
primarily at a location or locations other than the location set forth in this Agreement;




     (iv) any purported termination by the Company of the Executive’s employment otherwise
than as expressly permitted by this Agreement; or




     (v) any failure by the Company to comply with and satisfy Section 9(c) of this
Agreement.



          (d) Notice of Termination. Any termination by the Company for Cause, or by the
Executive for Good Reason, shall be communicated by Notice of Termination (as defined below) to the
other party hereto given in accordance with Section 11(b) of this Agreement. For purposes of this
Agreement, a “Notice of Termination” means a written notice which (i)



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indicates the specific termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis
for termination of the Executive’s employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such notice, specifies
the termination date (which date shall be not more than 30 days after the giving of such notice).
The failure by the Executive or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of
the Executive or the Company, respectively, hereunder or preclude the Executive or the Company,
respectively, from asserting such fact or circumstance in enforcing the Executive’s or the
Company’s rights hereunder.




          (e) Date of Termination. “Date of Termination” means (i) if the Executive’s
employment is terminated by the Company for Cause, or by the Executive with or without Good Reason,
the date of receipt of the Notice of Termination or any later date specified therein within 30 days
of such notice, as the case may be, (ii) if the Executive’s employment is terminated by the Company
other than for Cause or Disability, the Date of Termination shall be the date on which the Company
notifies the Executive of such termination and (iii) if the Executive’s employment is terminated by
reason of death or Disability, the Date of Termination shall be the date of death of the Executive
or the Disability Effective Date, as the case may be. Notwithstanding the foregoing, in no event
shall the Date of Termination occur until the Executive experiences a “separation from service”
within the meaning of Section 409A of the Code, and the date on which such separation from service
takes place shall be the “Date of Termination.”




          4. Obligations of the Company upon Termination. (a) Good Reason; Other Than for
Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the
Executive’s employment other than for Cause, death or Disability or the Executive shall terminate
employment for Good Reason:





     (i) the Company shall pay to the Executive the aggregate of the following amounts in a
lump sum in cash within 30 days after the Date of Termination:




     A. the sum of (1) the Executive’s Annual Base Salary and any accrued vacation
pay through the Date of Termination, (2) the Executive’s Annual Bonus for the fiscal
year immediately preceding the fiscal year in which the Date of Termination occurs
if such bonus has not been paid as of the Date of Termination, and (3) the
Executive’s business expenses that have not been reimbursed by the Company as of the
Date of Termination that were incurred by the Executive prior to the Date of
Termination in accordance with the applicable Company policy, in each case, to the
extent not theretofore paid (the sum of the amounts described in clauses (1) through
(3), shall be hereinafter referred to as the “Accrued Obligations”);
provided, that notwithstanding the foregoing, if the Executive has made an
irrevocable election under any deferred compensation arrangement subject to Section
409A of the Code to defer any portion of the Annual Base Salary or Annual Bonus
described in clause (1) or clause (3) above, then for all purposes of this Section 4
(including, without limitation, Sections 4(b) through 4(d)), such deferral election,
and the terms of the applicable arrangement



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shall apply to the same portion of the amount described in such clause (1) or
clause (3), and such portion shall not be considered as part of the “Accrued
Obligations” but shall instead be an “Other Benefit” (as defined below); and




     B. the product of (1) the highest Annual Bonus earned by the Executive for the
last three full fiscal years of the Company ending prior to the year in which the
Date of Termination occurs (including any amounts deferred or satisfied with equity
award grants) (the “Highest Annual Bonus”) and (2) a fraction, the numerator
of which is the number of days in the fiscal year in which the Date of Termination
occurs through the Date of Termination, and the denominator of which is 365 (the
“Pro-rata Bonus”); and




     C. an amount equal to three times the sum of (1) the Executive’s Annual Base
Salary, (2) the Highest Annual Bonus and (3) the Company’s contribution on behalf of
the Executive to the Company’s Profit Sharing Retirement Plan (or successor plan)
for the plan year ending immediately prior to the plan year during which the Date of
Termination occurs; and




     (ii) during the three-year period following the Date of Termination or such longer
period as may be provided by the terms of the appropriate plan, program, practice or policy,
but, to the extent required in order to comply with Section 409A, in no event beyond the end
of the second calendar year that begins after the Executive’s “separation from service”
within the meaning of Section 409A (the “Benefit Continuation Period”), the
Executive and/or the Executive’s family shall be provided with welfare benefits at least as
favorable, and at the after-tax same cost to the Executive and/or the Executive’s family, as
those that would have been provided to them under Section 2(b)(iii)(B) of this Agreement if
the Executive’s employment had continued until the end of the Continuation Period;
provided, however, that during any period when the Executive is eligible to
receive such benefits under another employer-provided plan, the benefits provided by the
Company under this Section 4(a)(ii) may be made secondary to those provided under such other
plan. The Executive’s entitlement to COBRA continuation coverage under Section 4980B of the
Code (“COBRA Coverage”) shall not be offset by the provision of benefits under this
Section 4(a)(ii) and the period of COBRA Coverage shall commence at the end of the Benefit
Continuation Period. For purposes of determining eligibility (but not the time of
commencement of benefits) of the Executive for retiree benefits pursuant to such plans,
practices, programs and policies, the Executive shall be considered to have remained
employed until the end of the Benefit Continuation Period and to have retired on the last
day of such period; and




     (iii) to the extent not theretofore paid or provided, the Company shall timely pay or
provide to the Executive any other amounts or benefits required to be paid or provided or
which the Executive is eligible to receive under any plan, program, policy or practice or
contract or agreement of the Company and its affiliated companies through the Date of
Termination (such other amounts and benefits shall be hereinafter referred to as the
“Other Benefits”).



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Notwithstanding the foregoing provisions of this Section 4(a), to the extent required in order to
comply with Section 409A of the Code, cash amounts that would otherwise be payable under this
Section 4(a) during the six-month period immediately following the Date of Termination shall
instead be paid, with interest on any delayed payment at the applicable federal rate provided for
in Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after the date
that is six months following the Executive’s “separation from service” within the meaning of
Section 409A.




          (b) Death. If the Executive’s employment is terminated by reason of the Executive’s
death during the Employment Period, this Agreement shall terminate without further obligations to
the Executive’s legal representatives under this Agreement, other than for payment of Accrued
Obligations and the timely payment or provision of Other Benefits. In addition, the Executive
shall be entitled to the Pro-rata Bonus. Accrued Obligations and the Pro-rata Bonus shall be paid
to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of
the Date of Termination. With respect to the provision of Other Benefits, the term Other Benefits
as utilized in this Section 4(b) shall include death benefits as in effect on the date of the
Executive’s death with respect to similarly situated executives of the Company and their
beneficiaries.




          (c) Disability. If the Executive’s employment is terminated by reason of the
Executive’s Disability during the Employment Period, this Agreement shall terminate without further
obligations to the Executive, other than for payment of Accrued Obligations and the timely payment
or provision of Other Benefits. In addition, the Executive shall be entitled to the Pro-rata
Bonus. Accrued Obligations and the Pro-rata Bonus shall be paid to the Executive in a lump sum in
cash within 30 days of the Date of Termination, provided, that to the extent required in
order to comply with Section 409A of the Code, amounts and benefits to be paid or provided under
this Section 4(c) shall be paid, with Interest, or provided to the Executive on the first business
day after the date that is six months following the Executive’s “separation from service” within
the meaning of Section 409A. With respect to the provision of Other Benefits, the term Other
Benefits as utilized in this Section 4(c) shall include, and the Executive shall be entitled after
the Disability Effective Date to receive, disability and other benefits as in effect at any time
thereafter generally with respect to similarly situated executives of the Company.




          (d) Cause; Other than for Good Reason. If the Executive’s employment shall be
terminated for Cause or the Executive terminates his employment other than for Good Reason during
the Employment Period, this Agreement shall terminate without further obligations to the Executive
other than the obligation to pay to the Executive (i) the Accrued Obligations through the Date of
Termination and (ii) Other Benefits, in each case to the extent theretofore unpaid. Accrued
Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of
Termination, provided, that to the extent required in order to comply with Section 409A of
the Code, amounts and benefits to be paid or provided under this sentence of this Section 4(d)
shall be paid, with Interest, or provided to the Executive on the first business day after the date
that is six months following the Executive’s “separation from service” within the meaning of
Section 409A.




          5. Non-exclusivity of Rights. Except as specifically provided, nothing in this
Agreement shall prevent or limit the Executive’s continuing or future participation in any plan,



7









 






program, policy or practice provided by the Company or any of its affiliated companies and for
which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as
the Executive may have under any contract or agreement with the Company or any of its affiliated
companies. Amounts that are vested benefits or which the Executive is otherwise entitled to
receive under any plan, policy, practice or program of or any contract or agreement with the
Company or any of its affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or agreement except
as explicitly modified by this Agreement.




          6. Full Settlement. The Company’s obligation to make the payments provided for in,
and otherwise to perform its obligations under, this Agreement shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may
have against the Executive or others. In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement and, except as specifically provided in Section
4(a)(ii), such amounts shall not be reduced, regardless of whether the Executive obtains other
employment.




          7. Certain Additional Payments by the Company. (a) Anything in this Agreement to the
contrary notwithstanding and except as set forth below, in the event it shall be determined that
any Payment (as defined below) would be subject to the Excise Tax (as defined below), then the
Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an
amount such that, after payment by the Executive of all taxes (and any interest or penalties
imposed with respect to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up
Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code,
the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments. Notwithstanding the foregoing provisions of this Section 7(a), if it shall be determined
that the Executive is entitled to the Gross-Up Payment, but that the Parachute Value (as defined
below) of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment
shall be made to the Executive and the amounts payable under this Agreement shall be reduced so
that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount (as
defined below). The reduction of the amounts payable hereunder, if applicable, shall be made by
reducing the payments and benefits under the following sections in the following order: (i)
Section 4(a)(i)(C), (ii) Section 4(a)(i)(B) and (iii) Section 4(a)(ii). For purposes of reducing
the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other
Payments) shall be reduced. If the reduction of the amount payable under this Agreement would not
result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts
payable under the Agreement shall be reduced pursuant to this Section 7(a). The Company’s
obligation to make Gross-Up Payments under this Section 7 shall not be conditioned upon the
Executive’s termination of employment.




          (b) Subject to the provisions of Section 7(c), all determinations required to be made under
this Section 7, including whether and when a Gross-Up Payment is required, the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be
made by a nationally recognized certified public accounting firm



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designated by the Executive and reasonably acceptable to the Company (the “Accounting
Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company
and the Executive within 15 business days of the receipt of notice from the Executive that there
has been a Payment or such earlier time as is requested by the Company. All fees and expenses of
the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm
shall be binding upon the Company and the Executive. As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination by the Accounting
Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company
should have been made (the “Underpayment”), consistent with the calculations required to be
made hereunder. In the event the Company exhausts its remedies pursuant to Section 7(c) and the
Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive.




          (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of the Gross-Up Payment.
Such notification shall be given as soon as practicable, but no later than ten business days after
the Executive is informed in writing of such claim. The Executive shall apprise the Company of the
nature of such claim and the date on which such claim is requested to be paid. The Executive shall
not pay such claim prior to the expiration of the 30-day period following the date on which the
Executive gives such notice to the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due). If the Company notifies the Executive in
writing prior to the expiration of such period that the Company desires to contest such claim, the
Executive shall:





     (i) give the Company any information reasonably requested by the Company relating to
such claim,




     (ii) take such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably selected by the
Company,




     (iii) cooperate with the Company in good faith in order effectively to contest such
claim, and




     (iv) permit the Company to participate in any proceedings relating to such claim;


provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection with such contest,
and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or
income tax (including interest and penalties) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of this Section
7(c), the Company shall control all proceedings taken in connection with such contest, and, at its
sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and



9









 






conferences with the applicable taxing authority in respect of such claim and may, at its sole
discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the
Executive and direct the Executive to sue for a refund or contest the claim in any permissible
manner, and the Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as
the Company shall determine; provided, however, that, if the Company pays such
claim and directs the Executive to sue for a refund, the Company shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or
penalties) imposed with respect to such payment or with respect to any imputed income in connection
with such payment; and provided, further, that any extension of the statute of
limitations relating to payment of taxes for the taxable year of the Executive with respect to
which such contested amount is claimed to be due is limited solely to such contested amount.
Furthermore, the Company’s control of the contest shall be limited to issues with respect to which
the Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.




          (d) If, after the receipt by the Executive of a Gross-Up Payment or payment by the Company of
an amount on the Executive’s behalf pursuant to Section 7(c), the Executive becomes entitled to
receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with
respect to such claim, the Executive shall (subject to the Company’s complying with the
requirements of Section 7(c), if applicable) promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after taxes applicable thereto). If, after
payment by the Company of an amount on the Executive’s behalf pursuant to Section 7(c), a
determination is made that the Executive shall not be entitled to any refund with respect to such
claim and the Company does not notify the Executive in writing of its intent to contest such denial
of refund prior to the expiration of 30 days after such determination, then the amount of such
payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.




          (e) Any Gross-Up Payment, as determined pursuant to this Section 7, shall be paid by the
Company to the Executive within five days of the receipt of the Accounting Firm’s determination;
provided, that the Gross-Up Payment shall in all events be paid no later than the end of
the Executive’s taxable year next following the Executive’s taxable year in which the Excise Tax
(and any income or other related taxes or interest or penalties thereon) on a Payment are remitted
to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts
relating to a claim described in Section 7(c) that does not result in the remittance of any
federal, state, local and foreign income, excise, social security and other taxes, the calendar
year in which the claim is finally settled or otherwise resolved. Notwithstanding any other
provision of this Section 7, the Company may, in its sole discretion, withhold and pay over to the
Internal Revenue Service or any other applicable taxing authority, for the benefit of the
Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such
withholding.




          (f) Definitions. The following terms shall have the following meanings for purposes
of this Section 7:




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     (i) “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code,
together with any interest or penalties imposed with respect to such excise tax.




     (ii) “Parachute Value” of a Payment shall mean the present value as of the date
of the change of control for purposes of Section 280G of the Code of the portion of such
Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by
the Accounting Firm for purposes of determining whether and to what extent the Excise Tax
will apply to such Payment.




     (iii) A “Payment” shall mean any payment, distribution or benefit in the nature
of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit
of the Executive, whether paid or payable pursuant to this Agreement or otherwise.




     (iv) The “Safe Harbor Amount” means 2.99 times the Executive’s “base amount,”
within the meaning of Section 280G(b)(3) of the Code.



          8. Restrictive Covenants. (a) Confidential Information. The Executive shall
hold in a fiduciary capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies, and their respective
businesses, which shall have been obtained by the Executive during the Executive’s employment by
the Company or any of its affiliated companies and which shall not be or become public knowledge
(other than by acts by the Executive or representatives of the Executive in violation of this
Agreement). After termination of the Executive’s employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be required by law or
legal process, communicate or divulge any such information, knowledge or data to anyone other than
the Company and those designated by it.




          (b) Non-competition. While employed by the Company and during the two-year period
following the Executive’s termination of employment with the Company (the “Covenant
Period”), the Executive shall not:





     (i) form, or acquire a five percent or greater equity ownership, voting or profit
participation interest in, any Competitive Enterprise (as defined below); or




     (ii) associate (including, but not limited to, association as an officer, employee,
partner, director, consultant, agent or advisor) with any Competitive Enterprise and in
connection with such association engage in, or directly or indirectly manage or supervise
personnel engaged in, any activity:




     A. which is similar or substantially related to any activity in which the
Executive was engaged, in whole or in part, at the Company,




     B. for which the Executive had direct or indirect managerial or supervisory
responsibility at the Company, or




     C. which calls for the application of the same or similar specialized knowledge
or skills as those utilized by the Executive in the Executive’s activities



11









 







at the Company, and, in any such case, irrespective of the purpose of the
activity or whether the activity is or was in furtherance of advisory, agency,
proprietary or fiduciary business of either the Company or the Competitive
Enterprise.


For purposes of the Executive Covenants (as defined below), a “Competitive Enterprise” is a
business enterprise that engages in, or owns or controls a significant interest in any entity that
engages in financial services such as investment banking, public or private finance, financial
advisory services, private investing (for anyone other than the Executive and members of the
Executive’s family), merchant banking, asset or hedge fund management, securities brokerage, sales,
lending, custody, clearance, settlement or trading. It is the intention of the parties to restrict
the activities of the Executive under this Section 8(b) only to the extent necessary for the
protection of the legitimate business interests of the Company.





(c) Non-Solicitation of Clients.




     (i) the Executive hereby agrees that during the Covenant Period, the Executive will
not, in any manner, directly or indirectly, (A) Solicit (as defined below) a Client (as
defined below) to transact business with a Competitive Enterprise or to reduce or refrain
from doing any business with the Company or (B) interfere with or damage (or attempt to
interfere with or damage) any relationship between the Company and a Client.




     (ii) For purposes of this Section 8, the term “Solicit” means any direct or
indirect communication of any kind whatsoever, regardless of by whom initiated, inviting,
advising, encouraging or requesting any person or entity, in any manner, to take or refrain
from taking any action.




     (iii) For purposes of this Section 8, the term “Client” means any client or
prospective client of the Company to whom the Executive provided services, or for whom the
Executive transacted business, or whose identity became known to the Executive in connection
with the Executive’s relationship with or employment by the Company.



          (d) Nonsolicitation of Employees. The Executive hereby agrees that during the
Covenant Period, the Executive will not, in any manner, directly or indirectly, Solicit any person
who is an employee of the Company or any of its subsidiaries (or was an employee of the Company or
any of its subsidiaries at any time during the six-month period prior to any such solicitation) to
resign from the Company or any of its subsidiaries or to apply for or accept employment with any
Competitive Enterprise.




          (e) Transfer of Client Relationships. During the portion of the Covenant Period
following the date of the Executive’s termination of employment, the Executive hereby agrees to
take all actions and do all such things as may be reasonably requested by the Company from time to
time to maintain for the Company the business, goodwill and business relationships with any of the
Company’s Clients with whom the Executive worked during the Employment Period.




          (f) Prior Notice Required. The Executive hereby agrees that prior to accepting
employment with any other person or entity during the Covenant Period, the Executive



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will provide such prospective employer with written notice of the provisions of this
Agreement, with a copy of such notice delivered simultaneously to the General Counsel of the
Company.




          (g) Executive Covenants Generally.





     (i) The Executive’s covenants as set forth in this Section 8 are from time to time
referred to herein as the “Executive Covenants.” If any of the Executive Covenants
is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such
Executive Covenant shall be deemed modified to the extent, but only to the extent, of such
invalidity, illegality or unenforceability and the remaining Executive Covenants shall not
be affected thereby; provided, however, that if any of the Executive
Covenants is finally held to be invalid, illegal or unenforceable because it exceeds the
maximum scope determined to be acceptable to permit such provision to be enforceable, such
Executive Covenant will be deemed to be modified to the minimum extent necessary to modify
such scope in order to make such provision enforceable hereunder.




     (ii) The Executive understands that the Executive Covenants may limit the Executive’s
ability to earn a livelihood in a business similar to the business of the Company.



          (h) Remedies. The Executive acknowledges that the Company would be irreparably
injured by a violation of this Section 8 and that it is impossible to measure in money the damages
that will accrue to the Company by reason of a failure by the Executive to perform any of his
obligations under this Section 8. Accordingly, if the Company institutes any action or proceeding
to enforce any of the provisions of this Section 8, to the extent permitted by applicable law, the
Executive hereby waives the claim or defense that the Company has an adequate remedy at law, and
the Executive shall not urge in any such action or proceeding the defense that any such remedy
exists at law. Furthermore, in addition to other remedies that may be available, the Company shall
be entitled to specific performance and other injunctive relief, without the requirement to post
bond.




          9. Successors. (a) This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive otherwise than by will or
the laws of descent and distribution. This Agreement shall inure to the benefit of and be
enforceable by the Executive’s legal representatives.




          (b) This Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.




          (c) The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company to assume expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession had taken place. As
used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor
to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by
operation of law, or otherwise. As used in this



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Agreement, the term “affiliated companies” shall include any company controlled by,
controlling or under common control with the Company.




          10. Attorneys’ Fees. The Company agrees to pay, as incurred (within ten business days
of receipt of an invoice from the Executive), to the fullest extent permitted by law, all legal
fees and expenses that the Executive may reasonably incur as a result of any contest by the
Company, the Executive or others of the validity or enforceability of or liability under, or
otherwise involving, any provision of this Agreement (whether such contest is between the Company
and the Executive or between either of them and any third party), together with Interest.




          11. Miscellaneous. (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to principles of conflict of
laws. The captions of this Agreement are not part of the provisions hereof and shall have no force
or effect. This Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal representatives.




          (b) All notices and other communications hereunder shall be in writing and shall be given by
hand delivery to the other party or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:





			
	If to the Executive:	 	At the most recent address

on file at the Company.






			
	If to the Company:	 	KBW, Inc.

787 Seventh Avenue

New York, New York 10019

Attention: Mitchell B. Kleinman, Esq.

Executive Vice President and General Counsel

Facsimile: (212) 541-6668




or to such other address as either party shall have furnished to the other in writing in accordance
herewith. Notice and communications shall be effective when actually received by the addressee.




          (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.




          (d) The Company may withhold from any amounts payable under this Agreement such Federal,
state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or
regulation.




          (e) The Executive’s or the Company’s failure to insist upon strict compliance with any
provision of this Agreement or the failure to assert any right the Executive or the Company may
have hereunder, including, without limitation, the right of the Executive to terminate employment
for Good Reason pursuant to Section 3(c)(i)-(v) of this Agreement, shall not be deemed to be a
waiver of such provision or right or any other provision or right of this Agreement.




14









 








          (f) If any compensation or benefits provided by this Agreement may result in the application
of Section 409A of the Code, the Company shall, in consultation with the Executive, modify the
Agreement in the least restrictive manner necessary in order to exclude such compensation from the
definition of “deferred compensation” within the meaning of such Section 409A or in order to comply
with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules,
regulations or other regulatory guidance issued under such statutory provisions and without any
diminution in the value of the payments to the Executive. All reimbursements, legal fee and
expense payments and in-kind benefits provided under this Agreement that constitute deferred
compensation within the meaning of Section 409A of the Code shall be made or provided in accordance
with the requirements of Section 409A of the Code, including, without limitation, that (i) in no
event shall such reimbursements and payments by the Company under this Agreement be made later than
the end of the calendar year next following the calendar year in which the applicable fees and
expenses were incurred, provided, that the Executive shall have submitted an invoice for
such fees and expenses at least 10 days before the end of the calendar year next following the
calendar year in which such fees and expenses were incurred; (ii) the amount of such
reimbursements, payments and in-kind benefits that the Company is obligated to pay or provide in
any given calendar year shall not affect the reimbursements, payments and in-kind benefits that the
Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to
have the Company pay or provide such reimbursements, payments and in-kind benefits may not be
liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations
to make such reimbursements and payments or to provide such in-kind benefits apply later than the
Executive’s remaining lifetime (or if longer, through the 20th anniversary of the Effective Date).




          (g) Any provision of this Agreement that by its terms continues after the expiration of the
Employment Period or the termination of the Executive’s employment shall survive in accordance with
its terms. From and after the date first written above, except as specifically provided herein,
this Agreement shall supersede any other agreement between the parties with respect to the subject
matter hereof, including, without limitation, the Prior Agreement.




[Remainder of page intentionally left blank]




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          IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the
authorization from its Board of Directors, the Company has caused these presents to be executed in
its name on its behalf, all as of the day and year first above written.




	 	 	 	 	 
	 

	 	THOMAS B. MICHAUD	 	 
	 
	 	 	 	 
	 

	 	/s/ Thomas B. Michaud	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 
	 	 	KBW, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Mitchell B. Kleinman	 	 
	 

	 	 	 

	 	 
	 

	 	Name:	Mitchell B. Kleinman 	 	 
	 

	 	Title:	General Counsel & Executive
Vice President	 	 







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