THE COMMITTEE.
BONUSES HEREUNDER SHALL BE PAYABLE, IN THE DISCRETION OF THE COMMITTEE, IN CASH
AND/OR EQUITY-BASED AWARDS (INCLUDING UNRESTRICTED SHARES OF COMMON STOCK,
RESTRICTED SHARES OF COMMON STOCK, OPTIONS TO PURCHASE SHARES OF COMMON STOCK,
RESTRICTED STOCK UNITS OR ANY OTHER EQUITY-BASED AWARD PERMITTED UNDER THE
LABRANCHE & CO INC. EQUITY INCENTIVE PLAN, AS AMENDED, OR ANY SUCCESSOR OR
FUTURE PLAN OR ANY COMBINATION THEREOF). THE CASH PORTION OF THE BONUS SHALL BE
PAID AT SUCH TIME AS BONUSES ARE GENERALLY PAID BY THE PARTICIPATING
EMPLOYER(S) FOR THE RELEVANT PERFORMANCE PERIOD, BUT IN NO EVENT LATER THAN THE
15TH DAY OF THE THIRD MONTH FOLLOWING THE COMPANY'S FIRST TAXABLE YEAR IN WHICH
SUCH AMOUNT IS NO LONGER SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE. ANY
EQUITY-BASED AWARDS SHALL BE SUBJECT TO SUCH TERMS AND CONDITIONS (INCLUDING
VESTING REQUIREMENTS) AS THE COMMITTEE AND THE ADMINISTRATIVE COMMITTEE OF THE
PLAN UNDER WHICH SUCH EQUITY-BASED AWARD IS GRANTED MAY DETERMINE. SUBJECT TO
COMPLIANCE WITH SECTION 409A OF THE CODE, EACH PARTICIPANT MAY BE PERMITTED OR
REQUIRED TO DEFER RECEIPT OF PART OR ALL OF ANY BONUS OTHERWISE PAYABLE TO HIM
OR HER UNDER THE PLAN ON SUCH TERMS AND CONDITIONS AS MAY BE IMPOSED BY THE
COMMITTEE.
9.
AMENDMENT;TERMINATION. THE BOARD RESERVES THE RIGHT AT ANY TIME
AND FROM TIME TO TIME TO MODIFY, ALTER, AMEND, SUSPEND, DISCONTINUE OR TERMINATE
THE PLAN IN ANY RESPECT WHATSOEVER, PROVIDED THAT NO SUCH ACTION MAY REDUCE THE
AMOUNT OF ANY BONUS PREVIOUSLY DETERMINED BY THE COMMITTEE PURSUANT TO SECTION 7
HEREOF (INCLUDING ANY BONUS (AND ANY EARNINGS THEREON) DEFERRED PURSUANT TO
SECTION 8 HEREOF) THAT IS THEN OWED BY THE FIRM TO A PARTICIPANT WITHOUT SUCH
PARTICIPANT'S CONSENT, AND NO MODIFICATION, AMENDMENT OR ALTERATION THAT WOULD
REQUIRE STOCKHOLDER APPROVAL IN ORDER FOR BONUSES PAID PURSUANT TO THE PLAN TO
CONSTITUTE "PERFORMANCE-BASED COMPENSATION" WITHIN THE MEANING OF
SECTION 162(M)(4)(C) OF THE CODE SHALL BE EFFECTIVE WITHOUT THE APPROVAL OF THE
STOCKHOLDERS OF THE COMPANY AS REQUIRED BY SECTION 162(M) OF THE CODE AND THE
TREASURY REGULATIONS ISSUED THEREUNDER, UNLESS THE BOARD DETERMINES THAT THE
QUALIFICATION OF SUCH BONUSES AS "PERFORMANCE-BASED COMPENSATION" WITHIN THE
MEANING OF SECTION 162(M)(4)(C) OF THE CODE IS NO LONGER NECESSARY OR DESIRABLE.
3
10.
GENERAL PROVISIONS.
(A)
NONASSIGNABILITY. NO RIGHTS OF ANY PARTICIPANT (OR OF ANY
BENEFICIARY PURSUANT TO THIS SECTION 10(A)) UNDER THE PLAN MAY BE SOLD,
EXCHANGED, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE DISPOSED OF
(INCLUDING THROUGH THE USE OF ANY CASH-SETTLED INSTRUMENT), EITHER VOLUNTARILY
OR INVOLUNTARILY. ANY SALE, EXCHANGE, TRANSFER, ASSIGNMENT, HYPOTHECATION OR
OTHER DISPOSITION IN VIOLATION OF THE PROVISIONS OF THIS SECTION 10(A) SHALL BE
NULL AND VOID AB INITIO. IN THE EVENT OF A PARTICIPANT'S DEATH, ANY PREVIOUSLY
EARNED AND UNPAID BONUS SHALL BE PAID TO SUCH PARTICIPANT'S ESTATE.
(B)
PLAN CREATES NO EMPLOYMENT RIGHTS. NOTHING IN THE PLAN SHALL
CONFER UPON ANY PARTICIPANT THE RIGHT TO CONTINUE IN THE EMPLOY OR OTHER SERVICE
OF THE FIRM OR AFFECT THE RIGHT OF THE FIRM TO TERMINATE SUCH