Exhibit 10.2
EMPLOYMENT AGREEMENT
AGREEMENT by and between KBW, Inc. (the "Company") and Thomas B. Michaud (the
"Executive"), dated as of the 1st of November, 2006.
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.
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, CHIEF OPERATING OFFICER, PRESIDENT 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