Common use of Notice of Xxxxx Clause in Contracts

Notice of Xxxxx. Xxxxx Jaffray Companies, a Delaware corporation (the “Company”), hereby grants to the below-named employee of the Company or an Affiliate of the Company (the “Employee”) (i) a Restricted Stock Award pursuant to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan, as amended from time to time (the “2003 Plan”), and (ii) to the extent the Employee has so elected for this award cycle, a Mutual Fund Restricted Share Award (the “MFRS Award”) pursuant to the Company’s Mutual Fund Restricted Share Investment Plan, as amended from time to time (the “MFRS Plan” and together with the Restricted Stock Plan, the “Plans”). The terms and conditions of the Restricted Stock Award and any MFRS Award that has been elected (collectively, the “Awards”) are set forth in this Restricted Stock and Mutual Fund Restricted Share Agreement (the “Agreement”), consisting of this Notice of Grant and the Terms and Conditions on the following pages. This Agreement and the Awards are subject to all of the provisions of the applicable Plans. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plans as they currently exist or as they are amended in the future. Name of Employee: ________________________ Date of Issuance: _______________, 2016 No. of Shares Covered: Vesting Schedule pursuant to Section 3: US.103934418.02 Restricted Mutual Fund Shares Covered:* Advisory Research All Cap Value Fund (ADVGX) Advisory Research Global Value Fund (ADVWX) Advisory Research MLP & Energy Income Fund (Class I: INFIX) Vanguard 500 Index Fund Investor Shares (VFINX) XX Xxxxxx Short Duration Bond Fund (JSDUX) Vesting Schedule pursuant to Section 3: Vesting Date(s) Advisory Research All Cap Value Fund Advisory Research Global Value Fund Advisory Research MLP & Energy Income Fund __________, 2017 __________, 2018 __________, 2019 * Subject to adjustment in accordance with the terms of this Agreement.

Notice of Xxxxx. Xxxxx Jaffray Companies, a Delaware corporation (the “Company”), hereby grants to the below-named employee of the Company or an Affiliate of the Company (the “Employee”) (i) a Restricted Stock Award pursuant to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan, as amended from time to time (the “2003 Plan”), and (ii) to the extent the Employee has so elected for this award cycle, a Mutual Fund Restricted Share Award (the “MFRS Award”) pursuant to the Company’s Mutual Fund Restricted Share Investment Plan, as amended from time to time (the “MFRS Plan” and together with the Restricted Stock Plan, the “Plans”). The terms and conditions of the Restricted Stock Award and any MFRS Award that has been elected (collectively, the “Awards”) are set forth in this Restricted Stock and Mutual Fund Restricted Share Agreement (the “Agreement”), consisting of this Notice of Grant and the Terms and Conditions on the following pages. This Agreement and the Awards are subject to all of the provisions of the applicable Plans. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plans as they currently exist or as they are amended in the future. Name of Employee: ________________________ Date of Issuance: _______________, 2016 2018 No. of Restricted Shares Covered: Vesting Schedule pursuant to Section 3: US.103934418.02 :The Restricted Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) in which the first, second, and third anniversaries of the date of issuance occurs. Restricted Mutual Fund Shares Covered:* Advisory Research All Cap Value Vanguard Short-term Government Bond Index Fund (ADVGX) Advisory Research Dodge & Xxx Income Fund X. Xxxx Price Blue Chip Growth Fund Vanguard Extended Market Index Fund Vanguard Global Value Equity Fund (ADVWX) Advisory Research Vanguard 500 Index ARI MLP & Energy Income Infrastructure Fund (Class I: INFIX) Vanguard 500 Index Fund Investor Shares (VFINX) XX Xxxxxx Short Duration Bond Fund (JSDUX) Vesting Schedule pursuant to Section 3: Vesting Date(sThe Restricted Mutual Fund Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) Advisory Research All Cap Value Fund Advisory Research Global Value Fund Advisory Research MLP & Energy Income Fund __________in which the first, 2017 __________second, 2018 __________, 2019 and third anniversaries of the date of issuance occurs. * Subject to adjustment in accordance with the terms of this Agreement IMPORTANT ACKNOWLEDGEMENT: By signing this Agreement., Employee voluntarily elects to receive and accept the Restricted Stock Award and MFRS Award subject to all of the terms and conditions set forth in this Agreement, and specifically acknowledges and agrees that under certain circumstances, as specified in Section 5(a), the unvested Restricted Shares and Restricted Mutual Fund Shares may cease to vest and be forfeited to the Company. Employee also acknowledges and agrees that such terms and conditions are fair and reasonable under the circumstances. EMPLOYEE XXXXX XXXXXXX COMPANIES By__________________________________ Its _______________________________

Notice of Xxxxx. Xxxxx Jaffray Xxxxxxx Companies, a Delaware corporation (the “Company”), hereby grants to the below-named employee of the Company or an Affiliate of the Company (the “Employee”) (i) a Restricted Stock Award pursuant to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan, as amended from time to time (the “2003 Plan”), and (ii) to the extent the Employee has so elected for this award cycle, a Mutual Fund Restricted Share Award (the “MFRS Award”) pursuant to the Company’s Mutual Fund Restricted Share Investment Plan, as amended from time to time (the “MFRS Plan” and together with the Restricted Stock Plan, the “Plans”). The terms and conditions of the Restricted Stock Award and any MFRS Award that has been elected (collectively, the “Awards”) are set forth in this Restricted Stock and Mutual Fund Restricted Share Agreement (the “Agreement”), consisting of this Notice of Grant and the Terms and Conditions on the following pages. This Agreement and the Awards are subject to all of the provisions of the applicable Plans. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plans as they currently exist or as they are amended in the future. Name of Employee: ________________________ Date of Issuance: _______________, 2016 2023 No. of Restricted Shares Covered: Vesting Schedule pursuant to Section 3: US.103934418.02 The Restricted Mutual Fund Shares Covered:* Advisory Research All Cap Value Fund shall vest ratably over three years on the 16th day of the month (ADVGXor, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) Advisory Research Global Value Fund (ADVWX) Advisory Research MLP & Energy Income Fund (Class Iin which the first, second, and third anniversaries of the date of issuance occurs. Date of Issuance: INFIX) Vanguard 500 Index Fund Investor Shares (VFINX) XX Xxxxxx Short Duration Bond Fund (JSDUX) Vesting Schedule pursuant to Section 3: Vesting Date(s) Advisory Research All Cap Value Fund Advisory Research Global Value Fund Advisory Research MLP & Energy Income Fund _______________, 2017 __________2023 Restricted Mutual Fund Shares Covered:* Vanguard Cash Reserves Federal Money Market Fund Dodge & Xxx Income Fund X. Xxxx Price Blue Chip Growth Fund Vanguard Extended Market Index Fund Vanguard FTSE All-World ex-US Index Fund Vanguard 500 Index Fund Vesting Schedule pursuant to Section 3: The Restricted Mutual Fund Shares shall vest ratably over three years on the 16th day of the month (or, 2018 __________if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, 2019 on the immediately preceding business day) in which the first, second, and third anniversaries of the date of issuance occurs. * Subject to adjustment in accordance with the terms of this Agreement IMPORTANT ACKNOWLEDGEMENT: By signing this Agreement., Employee voluntarily elects to receive and accept the Restricted Stock Award and MFRS Award subject to all of the terms and conditions set forth in this Agreement, and specifically acknowledges and agrees that under certain circumstances, as specified in Section 5(a), the unvested Restricted Shares and Restricted Mutual Fund Shares may cease to vest and be forfeited to the Company. Employee also acknowledges and agrees that such terms and conditions are fair and reasonable under the circumstances. EMPLOYEE XXXXX XXXXXXX COMPANIES By__________________________________ Its

Notice of Xxxxx. Xxxxx Jaffray Sandler Companies, a Delaware corporation (the “Company”), hereby grants to the below-named employee of the Company or an Affiliate of the Company (the “Employee”) (i) a Restricted Stock Award pursuant to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan, as amended from time to time (the “2003 Plan”), and (ii) to the extent the Employee has so elected for this award cycle, a Mutual Fund Restricted Share Award (the “MFRS Award”) pursuant to the Company’s Mutual Fund Restricted Share Investment Plan, as amended from time to time (the “MFRS Plan” and together with the Restricted Stock Plan, the “Plans”). The terms and conditions of the Restricted Stock Award and any MFRS Award that has been elected (collectively, the “Awards”) are set forth in this Restricted Stock and Mutual Fund Restricted Share Agreement (the “Agreement”), consisting of this Notice of Grant and the Terms and Conditions on the following pages. This Agreement and the Awards are subject to all of the provisions of the applicable Plans. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plans as they currently exist or as they are amended in the future. Name of Employee: ________________________ Date of Issuance: _______________, 2016 2020 No. of Restricted Shares Covered: Vesting Schedule pursuant to Section 3: US.103934418.02 :The Restricted Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) in which the first, second, and third anniversaries of the date of issuance occurs. Restricted Mutual Fund Shares Covered:* Advisory Research All Cap Value Vanguard Short-term Government Bond Index Fund (ADVGX) Advisory Research Global Value Fund (ADVWX) Advisory Research MLP Dodge & Energy Xxx Income Fund (Class I: INFIX) X. Xxxx Price Blue Chip Growth Fund Vanguard Extended Market Index Fund Vanguard Global Equity Fund Vanguard 500 Index Fund Investor Shares (VFINX) XX Xxxxxx Short Duration Bond Fund (JSDUX) Vesting Schedule pursuant to Section 3: Vesting Date(sThe Restricted Mutual Fund Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) Advisory Research All Cap Value Fund Advisory Research Global Value Fund Advisory Research MLP & Energy Income Fund __________in which the first, 2017 __________second, 2018 __________, 2019 and third anniversaries of the date of issuance occurs. * Subject to adjustment in accordance with the terms of this Agreement IMPORTANT ACKNOWLEDGEMENT: By signing this Agreement., Employee voluntarily elects to receive and accept the Restricted Stock Award and MFRS Award subject to all of the terms and conditions set forth in this Agreement, and specifically acknowledges and agrees that under certain circumstances, as specified in Section 5(a), the unvested Restricted Shares and Restricted Mutual Fund Shares may cease to vest and be forfeited to the Company. Employee also acknowledges and agrees that such terms and conditions are fair and reasonable under the circumstances. EMPLOYEE XXXXX XXXXXXX COMPANIES By__________________________________ Its __________________________________

Notice of Xxxxx. Xxxxx Jaffray Xxxxxxx Companies, a Delaware corporation (the “Company”), hereby grants to the below-named employee of the Company or an Affiliate of the Company (the “Employee”) (i) a Restricted Stock Award pursuant to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan, as amended from time to time (the “2003 Plan”), and (ii) to the extent the Employee has so elected for this award cycle, a Mutual Fund Restricted Share Award (the “MFRS Award”) pursuant to the Company’s Mutual Fund Restricted Share Investment Plan, as amended from time to time (the “MFRS Plan” and together with the Restricted Stock Plan, the “Plans”). The terms and conditions of the Restricted Stock Award and any MFRS Award that has been elected (collectively, the “Awards”) are set forth in this Restricted Stock and Mutual Fund Restricted Share Agreement (the “Agreement”), consisting of this Notice of Grant and the Terms and Conditions on the following pages. This Agreement and the Awards are subject to all of the provisions of the applicable Plans. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plans as they currently exist or as they are amended in the future. Name of Employee: ________________________ Date of Issuance: _______________, 2016 2024 No. of Restricted Shares Covered: Vesting Schedule pursuant to Section 3: US.103934418.02 The Restricted Mutual Fund Shares Covered:* Advisory Research All Cap Value Fund shall vest ratably over three years on the 16th day of the month (ADVGXor, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) Advisory Research Global Value Fund (ADVWX) Advisory Research MLP & Energy Income Fund (Class Iin which the first, second, and third anniversaries of the date of issuance occurs. Date of Issuance: INFIX) Vanguard 500 Index Fund Investor Shares (VFINX) XX Xxxxxx Short Duration Bond Fund (JSDUX) Vesting Schedule pursuant to Section 3: Vesting Date(s) Advisory Research All Cap Value Fund Advisory Research Global Value Fund Advisory Research MLP & Energy Income Fund _______________, 2017 __________2024 Restricted Mutual Fund Shares Covered:* Vanguard Cash Reserves Federal Money Market Fund Dodge & Xxx Income Fund X. Xxxx Price Blue Chip Growth Fund Vanguard Extended Market Index Fund Vanguard FTSE All-World ex-US Index Fund Vanguard 500 Index Fund Vesting Schedule pursuant to Section 3: The Restricted Mutual Fund Shares shall vest ratably over three years on the 16th day of the month (or, 2018 __________if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, 2019 on the immediately preceding business day) in which the first, second, and third anniversaries of the date of issuance occurs. * Subject to adjustment in accordance with the terms of this Agreement IMPORTANT ACKNOWLEDGEMENT: By signing this Agreement., Employee voluntarily elects to receive and accept the Restricted Stock Award and MFRS Award subject to all of the terms and conditions set forth in this Agreement, and specifically acknowledges and agrees that under certain circumstances, as specified in Section 5(a), the unvested Restricted Shares and Restricted Mutual Fund Shares may cease to vest and be forfeited to the Company. Employee also acknowledges and agrees that such terms and conditions are fair and reasonable under the circumstances. EMPLOYEE XXXXX XXXXXXX COMPANIES By__________________________________ Its

Notice of Xxxxx. Xxxxx Jaffray Companies, a Delaware corporation (the “Company”), hereby grants to the below-named employee of the Company or an Affiliate of the Company (the “Employee”) (i) a Restricted Stock Award pursuant to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan, as amended from time to time (the “2003 Plan”), and (ii) to the extent the Employee has so elected for this award cycle, a Mutual Fund Restricted Share Award (the “MFRS Award”) pursuant to the Company’s Mutual Fund Restricted Share Investment Plan, as amended from time to time (the “MFRS Plan” and together with the Restricted Stock Plan, the “Plans”). The terms and conditions of the Restricted Stock Award and any MFRS Award that has been elected (collectively, the “Awards”) are set forth in this Restricted Stock and Mutual Fund Restricted Share Agreement (the “Agreement”), consisting of this Notice of Grant and the Terms and Conditions on the following pages. This Agreement and the Awards are subject to all of the provisions of the applicable Plans. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plans as they currently exist or as they are amended in the future. Name of Employee: ________________________ Date of Issuance: _______________, 2016 2017 No. of Restricted Shares Covered: Vesting Schedule pursuant to Section 3: US.103934418.02 The Restricted Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) in which the first, second, and third anniversaries of the date of issuance occurs. Restricted Mutual Fund Shares Covered:* Advisory Research All XX Xxxxxx Short-Duration Bond Fund Dodge & Xxx Income Fund Vanguard Institutional Index Fund Vanguard Extended Market Index Fund ARI MLP & Energy Infrastructure Fund ARI International Small Cap Value Fund (ADVGX) Advisory Research Global Value Fund (ADVWX) Advisory Research MLP & Energy Income Fund (Class I: INFIX) Vanguard 500 Index Fund Investor Shares (VFINX) XX Xxxxxx Short Duration Bond Fund (JSDUX) Vesting Schedule pursuant to Section 3: Vesting Date(sThe Restricted Mutual Fund Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) Advisory Research All Cap Value Fund Advisory Research Global Value Fund Advisory Research MLP & Energy Income Fund __________in which the first, 2017 __________second, 2018 __________, 2019 and third anniversaries of the date of issuance occurs. * Subject to adjustment in accordance with the terms of this Agreement IMPORTANT ACKNOWLEDGEMENT: By signing this Agreement., Employee voluntarily elects to receive and accept the Restricted Stock Award and MFRS Award subject to all of the terms and conditions set forth in this Agreement, and specifically acknowledges and agrees that under certain circumstances, as specified in Section 5(a), the unvested Restricted Shares and Restricted Mutual Fund Shares may cease to vest and be forfeited to the Company. Employee also acknowledges and agrees that such terms and conditions are fair and reasonable under the circumstances. EMPLOYEE XXXXX XXXXXXX COMPANIES By__________________________________ Its________________________________

Notice of Xxxxx. Xxxxx Jaffray Companies, a Delaware corporation (the “Company”), hereby grants to the below-named employee of the Company or an Affiliate of the Company (the “Employee”) (i) a Restricted Stock Award pursuant to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan, as amended from time to time (the “2003 Plan”), and (ii) to the extent the Employee has so elected for this award cycle, a Mutual Fund Restricted Share Award (the “MFRS Award”) pursuant to the Company’s Mutual Fund Restricted Share Investment Plan, as amended from time to time (the “MFRS Plan” and together with the Restricted Stock Plan, the “Plans”). The terms and conditions of the Restricted Stock Award and any MFRS Award that has been elected (collectively, the “Awards”) are set forth in this Restricted Stock and Mutual Fund Restricted Share Agreement (the “Agreement”), consisting of this Notice of Grant and the Terms and Conditions on the following pages. This Agreement and the Awards are subject to all of the provisions of the applicable Plans. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plans as they currently exist or as they are amended in the future. Name of Employee: ________________________ Date of Issuance: _______________, 2016 2019 No. of Restricted Shares Covered: Vesting Schedule pursuant to Section 3: US.103934418.02 :The Restricted Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) in which the first, second, and third anniversaries of the date of issuance occurs. Restricted Mutual Fund Shares Covered:* Advisory Research All Cap Value Vanguard Short-term Government Bond Index Fund (ADVGX) Advisory Research Dodge & Xxx Income Fund X. Xxxx Price Blue Chip Growth Fund Vanguard Extended Market Index Fund Vanguard Global Value Equity Fund (ADVWX) Advisory Research Vanguard 500 Index ARI MLP & Energy Income Infrastructure Fund (Class I: INFIX) Vanguard 500 Index Fund Investor Shares (VFINX) XX Xxxxxx Short Duration Bond Fund (JSDUX) Vesting Schedule pursuant to Section 3: Vesting Date(sThe Restricted Mutual Fund Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) Advisory Research All Cap Value Fund Advisory Research Global Value Fund Advisory Research MLP & Energy Income Fund __________in which the first, 2017 __________second, 2018 __________, 2019 and third anniversaries of the date of issuance occurs. * Subject to adjustment in accordance with the terms of this Agreement IMPORTANT ACKNOWLEDGEMENT: By signing this Agreement., Employee voluntarily elects to receive and accept the Restricted Stock Award and MFRS Award subject to all of the terms and conditions set forth in this Agreement, and specifically acknowledges and agrees that under certain circumstances, as specified in Section 5(a), the unvested Restricted Shares and Restricted Mutual Fund Shares may cease to vest and be forfeited to the Company. Employee also acknowledges and agrees that such terms and conditions are fair and reasonable under the circumstances. EMPLOYEE XXXXX XXXXXXX COMPANIES By__________________________________ Its _______________________________

Notice of Xxxxx. Xxxxx Jaffray Companies, a Delaware corporation (the “Company”), hereby grants to the below-named employee of the Company or an Affiliate director of the Company (the “EmployeeChairman”) (i) a Restricted Stock Award pursuant to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan, as amended from time to time (the “2003 Plan”), and (ii) to the extent the Employee has so elected for this award cycle, a Mutual Fund Restricted Share Award (the “MFRS Award”) pursuant to the Company’s Mutual Fund Restricted Share Investment Plan, as amended from time to time (the “MFRS Plan” and together with the Restricted Stock Plan, the “Plans”). The terms and conditions of the Restricted Stock Award and any MFRS Award that has been elected (collectively, the “Awards”) are set forth in this Restricted Stock and Mutual Fund Restricted Share Agreement (the “Agreement”), consisting of this Notice of Grant and the Terms and Conditions on the following pages. This Agreement and the Awards are subject to all of the provisions of the applicable Plans. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plans as they currently exist or as they are amended in the future. Name of EmployeeChairman: Xxxxxx X. Xxxx Date of Issuance: _______________, 2018 No. of Restricted Shares Covered: Vesting Schedule pursuant to Section 3:The Restricted Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) in which the first, second, and third anniversaries of the date of issuance occurs. Restricted Mutual Fund Shares Covered:* Vanguard Short-term Government Bond Index Fund Dodge & Xxx Income Fund X. Xxxx Price Blue Chip Growth Fund Vanguard Extended Market Index Fund Vanguard Global Equity Fund Vanguard 500 Index ARI MLP & Energy Infrastructure Fund Vesting Schedule pursuant to Section 3: The Restricted Mutual Fund Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) in which the first, second, and third anniversaries of the date of issuance occurs. * Subject to adjustment in accordance with the terms of this Agreement IMPORTANT ACKNOWLEDGEMENT: By signing this Agreement, Chairman voluntarily elects to receive and accept the Restricted Stock Award and MFRS Award subject to all of the terms and conditions set forth in this Agreement, and specifically acknowledges and agrees that under certain circumstances, as specified in Section 5(a), the unvested Restricted Shares and Restricted Mutual Fund Shares may cease to vest and be forfeited to the Company. Chairman also acknowledges and agrees that such terms and conditions are fair and reasonable under the circumstances. XXXXXX X. XXXX __________________________________ Date of Issuance: XXXXX XXXXXXX COMPANIES By_______________, 2016 No. of Shares Covered: Vesting Schedule pursuant to Section 3: US.103934418.02 Restricted Mutual Fund Shares Covered:* Advisory Research All Cap Value Fund (ADVGX) Advisory Research Global Value Fund (ADVWX) Advisory Research MLP & Energy Income Fund (Class I: INFIX) Vanguard 500 Index Fund Investor Shares (VFINX) XX Xxxxxx Short Duration Bond Fund (JSDUX) Vesting Schedule pursuant to Section 3: Vesting Date(s) Advisory Research All Cap Value Fund Advisory Research Global Value Fund Advisory Research MLP & Energy Income Fund __________, 2017 _________ Its __________, 2018 __________, 2019 * Subject to adjustment in accordance with the terms of this Agreement.___________

Notice of Xxxxx. Xxxxx Jaffray Sandler Companies, a Delaware corporation (the “Company”), hereby grants to the below-named employee of the Company or an Affiliate of the Company (the “Employee”) (i) a Restricted Stock Award pursuant to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan, as amended from time to time (the “2003 Plan”), and (ii) to the extent the Employee has so elected for this award cycle, a Mutual Fund Restricted Share Award (the “MFRS Award”) pursuant to the Company’s Mutual Fund Restricted Share Investment Plan, as amended from time to time (the “MFRS Plan” and together with the Restricted Stock Plan, the “Plans”). The terms and conditions of the Restricted Stock Award and any MFRS Award that has been elected (collectively, the “Awards”) are set forth in this Restricted Stock and Mutual Fund Restricted Share Agreement (the “Agreement”), consisting of this Notice of Grant and the Terms and Conditions on the following pages. This Agreement and the Awards are subject to all of the provisions of the applicable Plans. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plans as they currently exist or as they are amended in the future. Name of Employee: ________________________ Date of Issuance: _______________, 2016 2021 No. of Restricted Shares Covered: Vesting Schedule pursuant to Section 3: US.103934418.02 The Restricted Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) in which the first, second, and third anniversaries of the date of issuance occurs. Restricted Mutual Fund Shares Covered:* Advisory Research All Cap Value Vanguard Short-term Government Bond Index Fund (ADVGX) Advisory Research Global Value Fund (ADVWX) Advisory Research MLP Dodge & Energy Xxx Income Fund (Class I: INFIX) X. Xxxx Price Blue Chip Growth Fund Vanguard Extended Market Index Fund Vanguard Global Equity Fund Vanguard 500 Index Fund Investor Shares (VFINX) XX Xxxxxx Short Duration Bond Fund (JSDUX) Vesting Schedule pursuant to Section 3: Vesting Date(sThe Restricted Mutual Fund Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) Advisory Research All Cap Value Fund Advisory Research Global Value Fund Advisory Research MLP & Energy Income Fund __________in which the first, 2017 __________second, 2018 __________, 2019 and third anniversaries of the date of issuance occurs. * Subject to adjustment in accordance with the terms of this Agreement IMPORTANT ACKNOWLEDGEMENT: By signing this Agreement., Employee voluntarily elects to receive and accept the Restricted Stock Award and MFRS Award subject to all of the terms and conditions set forth in this Agreement, and specifically acknowledges and agrees that under certain circumstances, as specified in Section 5(a), the unvested Restricted Shares and Restricted Mutual Fund Shares may cease to vest and be forfeited to the Company. Employee also acknowledges and agrees that such terms and conditions are fair and reasonable under the circumstances. EMPLOYEE XXXXX XXXXXXX COMPANIES By__________________________________ Its

Notice of Xxxxx. Xxxxx Jaffray Companies, a Delaware corporation (the “Company”), hereby grants to the below-named employee of the Company or an Affiliate of the Company (the “Employee”) (i) a Restricted Stock Award pursuant to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan, as amended from time to time (the “2003 Plan”), and (ii) to the extent the Employee has so elected for this award cycle, a Mutual Fund Restricted Share Award (the “MFRS Award”) pursuant to the Company’s Mutual Fund Restricted Share Investment Plan, as amended from time to time (the “MFRS Plan” and together with the Restricted Stock Plan, the “Plans”). The terms and conditions of the Restricted Stock Award and any MFRS Award that has been elected (collectively, the “Awards”) are set forth in this Restricted Stock and Mutual Fund Restricted Share Agreement (the “Agreement”), consisting of this Notice of Grant and the Terms and Conditions on the following pages. This Agreement and the Awards are subject to all of the provisions of the applicable Plans. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plans as they currently exist or as they are amended in the future. Name of Employee: ________________________ Date of Issuance: _______________, 2016 2017 No. of Restricted Shares Covered: Vesting Schedule pursuant to Section 3: US.103934418.02 The Restricted Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) in which the first, second, and third anniversaries of the date of issuance occurs. Restricted Mutual Fund Shares Covered:* Advisory Research All XX Xxxxxx Short-Duration Bond Fund Dodge & Xxx Income Fund Vanguard Institutional Index Fund Vanguard Extended Market Index Fund ARI MLP & Energy Infrastructure Fund ARI International Small Cap Value Fund (ADVGX) Advisory Research Global Value Fund (ADVWX) Advisory Research MLP & Energy Income Fund (Class I: INFIX) Vanguard 500 Index Fund Investor Shares (VFINX) XX Xxxxxx Short Duration Bond Fund (JSDUX) Vesting Schedule pursuant to Section 3: Vesting Date(sThe Restricted Mutual Fund Shares shall vest ratably over three years on the 16th day of the month (or, if the 16th falls on a weekend or another day on which the New York Stock Exchange is closed, on the immediately preceding business day) Advisory Research All Cap Value Fund Advisory Research Global Value Fund Advisory Research MLP & Energy Income Fund __________in which the first, 2017 __________second, 2018 __________, 2019 and third anniversaries of the date of issuance occurs. * Subject to adjustment in accordance with the terms of this Agreement.