Exhibit 10.22
RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
LaBRANCHE & CO INC.
EQUITY INCENTIVE PLAN
AGREEMENT, made as of the
day of
, by and
between LaBranche & Co Inc., a Delaware corporation (the "Company"), and
(the "Recipient").
1.
AWARD.
THE COMPANY HEREBY AWARDS
RESTRICTED STOCK UNITS (THE "RSUS") WITH RESPECT TO
SHARES OF
THE COMPANY'S COMMON STOCK, $.01 PAR VALUE (THE "COMMON STOCK"), TO THE
RECIPIENT PURSUANT TO THE LABRANCHE & CO INC. EQUITY INCENTIVE PLAN, AS AMENDED
(THE "PLAN").
2.
RSUS.
RSUS CONSTITUTE AN UNFUNDED AND
UNSECURED PROMISE OF THE COMPANY TO DELIVER TO THE RECIPIENT, SUBJECT TO THE
SATISFACTION OF THE VESTING CONDITIONS SET FORTH IN SECTION 3 BELOW AND THE
OTHER TERMS AND CONDITIONS OF THIS AGREEMENT AND THE PLAN, THAT NUMBER OF SHARES
OF COMMON STOCK REFERENCED BY THE RSUS.
UNTIL SUCH DELIVERY, THE RECIPIENT
SHALL HAVE THE RIGHTS OF A GENERAL UNSECURED CREDITOR OF THE COMPANY WITH
RESPECT TO THE RSUS AND SHALL NOT HAVE ANY RIGHTS AS A STOCKHOLDER OF THE
COMPANY.
3.
VESTING AND FORFEITURE.
EXCEPT AS
OTHERWISE PROVIDED HEREIN, THE RSUS SHALL VEST AS FOLLOWS:
, SUBJECT TO THE
RECIPIENT REMAINING IN THE CONTINUOUS EMPLOY OF, OR OTHER SERVICE WITH, THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES (COLLECTIVELY, THE "FIRM")
THROUGH EACH SUCH DATE.
THE RSUS SHALL BECOME FULLY VESTED IF THE RECIPIENT'S
EMPLOYMENT OR OTHER SERVICE WITH THE FIRM TERMINATES BY REASON OF HIS DEATH OR
DISABILITY (AS DEFINED IN THE PLAN) PRIOR TO
.
THE RECIPIENT
SHALL FORFEIT THE UNVESTED PORTION OF THE RSUS UPON THE TERMINATION OF THE
RECIPIENT'S EMPLOYMENT OR OTHER SERVICE WITH THE FIRM FOR ANY REASON OTHER THAN
HIS DEATH OR DISABILITY.
4.
ISSUANCE AND DELIVERY OF SHARES.
A
STOCK CERTIFICATE REGISTERED IN THE NAME OF THE RECIPIENT REPRESENTING THE
SHARES OF COMMON STOCK REFERENCED BY THE VESTED PORTION OF THE RSUS SHALL BE
ISSUED AND DELIVERED TO THE RECIPIENT PROMPTLY FOLLOWING EACH APPLICABLE VESTING
DATE (BUT IN NO EVENT LATER THAN THE END OF THE COMPANY'S TAXABLE YEAR IN WHICH
THE APPLICABLE VESTING DATE OCCURS).
THE RECIPIENT SHALL HAVE NO RIGHT TO
RECEIVE ANY DIVIDEND OR DISTRIBUTION WITH RESPECT TO SUCH SHARES IF THE RECORD
DATE FOR SUCH DIVIDEND OR DISTRIBUTION IS PRIOR TO THE VESTING DATE OF THE RSUS
WITH RESPECT TO SUCH SHARES.
NO FRACTIONAL SHARES OF COMMON STOCK MAY BE ISSUED
AND DELIVERED PURSUANT TO THIS AGREEMENT.
5.
WITHHOLDING AND CONSENTS.
THE DELIVERY
OF SHARES OF COMMON STOCK REPRESENTED BY RSUS IS CONDITIONED ON THE RECIPIENT'S
SATISFACTION OF ANY APPLICABLE WITHHOLDING TAXES IN ACCORDANCE WITH THE PLAN.
THE RECIPIENT'S RIGHTS IN RESPECT OF THE RSUS ARE CONDITIONED ON THE RECEIPT TO
THE FULL SATISFACTION OF THE FIRM OF ANY REQUIRED CONSENTS THAT THE FIRM MAY
DETERMINE TO BE NECESSARY OR ADVISABLE, INCLUDING, WITHOUT LIMITATION, CONSENTS
TO DEDUCTIONS FROM WAGES, OR OTHER ARRANGEMENTS SATISFACTORY TO THE FIRM, TO
REIMBURSE THE FIRM FOR ADVANCES MADE TO
satisfy certain withholding and other tax obligations of the Recipient in
connection with