FORM OF AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG KBW, INC., KEEFE, BRUYETTE & WOODS, INC., AND KBWI ACQUISITION CORP.Agreement and Plan of Merger • April 16th, 1999 • KBW Inc • Finance services • New York
UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • April 16th, 1999 • KBW Inc • Finance services • New York
EXHIBIT 10.05 FORM OF EMPLOYMENT AGREEMENT ---------------------------- AGREEMENT by and between KBW, Inc., a Delaware corporation (the "Company"), and __________________ (the "Executive"), dated as of the ___ day of _______, 1999. WHEREAS, the Board...Employment Agreement • April 16th, 1999 • KBW Inc • Finance services • Delaware
AGREEMENT OF LEASE between THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY and KEEFE, BRUYETTE & WOODS, INC.Lease Agreement • February 26th, 1999 • KBW Inc • Finance services • New York
FORM OF PURCHASE AGREEMENTPurchase Agreement • October 23rd, 2006 • Kbw, Inc. • Finance services • New York
EXHIBIT 10.06 FULLY DISCLOSED CLEARING AGREEMENTFully Disclosed Clearing Agreement • February 26th, 1999 • KBW Inc • Finance services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 27th, 2012 • Kbw, Inc. • Security brokers, dealers & flotation companies • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) by and between KBW, Inc. (the “Company”) and Mitchell B. Kleinman (the “Executive”), dated January 25, 2012.
ContractEmployment Agreement • February 27th, 2009 • Kbw, Inc. • Security brokers, dealers & flotation companies • New York
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.
AGREEMENT OF LEASE between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES and ELAS SECURITIES ACQUISITION CORP.,Lease Agreement • September 28th, 2006 • Kbw, Inc. • Finance services • New York
Capitalized terms used herein and not defined elsewhere in this Lease shall have the meanings set forth below, each of which definition shall be included within, and an integral and substantive part of, the terms, covenants and provisions of this Lease:
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 27th, 2009 • Kbw, Inc. • Security brokers, dealers & flotation companies • Delaware
THIS AGREEMENT, between KBW, Inc., a Delaware corporation (the “Corporation”), and the employee (the “Employee”) executing this agreement (the “Agreement”), dated as of the Date of Grant (the “Grant Date”) in the electronic notice dated February 9, 2009 (the “February 9 Notice”) attached hereto (which notice insofar as it specifies Date of Grant, Share Price on Grant Date, Number of Shares and Market Value as of Grant Date is expressly made a part hereof).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 8th, 2011 • Kbw, Inc. • Security brokers, dealers & flotation companies
THIS AGREEMENT (this “Agreement”), between KBW, Inc., a Delaware corporation (the “Company”), and [EMPLOYEE NAME] (the “Employee”), dated February 4, 2011 (the “Grant Date”).
Re: Waiver AgreementWaiver Agreement • November 9th, 2012 • Kbw, Inc. • Security brokers, dealers & flotation companies • New York
This waiver agreement (this “Agreement”) is being entered into in connection with the Agreement and Plan of Merger, dated November 5, 2012 (the “Acquisition Agreement”), Stifel Financial Corp. (the “Buyer”) and KBW, Inc. (the “Company”). It is a condition to the Buyer’s willingness to enter into the Acquisition Agreement that you waive (1) your rights under your employment agreement, dated February 1, 2010, as amended (your “Company Agreement”), with and (2) potential vesting treatment on a change in control in connection with your restricted shares of Company Common Stock (“RSAs”), in each case in connection with the proposed Merger contemplated by the Acquisition Agreement (the “Merger”). This Agreement sets forth the terms of your waiver.
QuickLinks -- Click here to rapidly navigate through this documentChange of Control Agreement • February 25th, 2011 • Kbw, Inc. • Security brokers, dealers & flotation companies
This exhibit amends 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 as set forth below in order to comply with certain technical requirements of Section 409A of the Internal Revenue Code.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 28th, 2008 • Kbw, Inc. • Security brokers, dealers & flotation companies • New York
AGREEMENT, dated as of the first day of February, 2008 (this “Agreement”), by and between KBW, Inc., a Delaware corporation (the “Company”), and Mitchell B. Kleinman, Executive Vice President and General Counsel (the “Executive”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 28th, 2012 • Kbw, Inc. • Security brokers, dealers & flotation companies
THIS AGREEMENT (this "Agreement"), between KBW, Inc., a Delaware corporation (the "Company"), and the employee executing this agreement (the "Employee"), dated as of the Date of Grant (the "Grant Date") in the notice dated February 29, 2012 (the "February 9 Notice") (which notice insofar as it specifies the Date of Grant, Share Price on Grant Date, Number of Shares and Market Value of Grant Date is expressly made a part hereof).
SUBLEASE between NATIONAL FINANCIAL PARTNERS CORP., Sublessor and KEEFE, BRUYETTE & WOODS, INC., Subtenant SUBLEASED PREMISES: Entire 11th Floor New York, New York 10019 DATED: August 31, 2007Sublease • September 7th, 2007 • Kbw, Inc. • Finance services • New York
THIS SUBLEASE, dated as of this 31st day of August, 2007, between NATIONAL FINANCIAL PARTNERS CORP., a Delaware corporation (“Sublessor”), having an office at 787 Seventh Avenue, New York, New York 10019, and KEEFE, BRUYETTE & WOODS, INC., a New York corporation (“Subtenant”), having an office at 787 Seventh Avenue, New York, New York 10019.
AGREEMENT AND PLAN OF MERGER dated as of NOVEMBER 5, 2012 between STIFEL FINANCIAL CORP. and KBW, INC.Merger Agreement • November 9th, 2012 • Kbw, Inc. • Security brokers, dealers & flotation companies • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 5, 2012 (the “Signing Date”) between STIFEL FINANCIAL CORP., a Delaware corporation (“Parent”) and KBW, INC., a Delaware corporation (the “Company”), and, from and after the accession thereof to this Agreement in accordance with Section 8.07, Merger Subsidiary and Successor Subsidiary (each as defined herein).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 9th, 2012 • Kbw, Inc. • Security brokers, dealers & flotation companies
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), between KBW, Inc., a Delaware corporation (the “Company”), and Thomas B. Michaud (the “Employee”), is entered into on the Grant Date.
ContractChange of Control Agreement • February 27th, 2009 • Kbw, Inc. • Security brokers, dealers & flotation companies • New York
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.
FULLY DISCLOSED CLEARING AGREEMENT OF KEEFE, BRUYETTE & WOODS, INC.Fully Disclosed Clearing Agreement • September 28th, 2006 • Kbw, Inc. • Finance services • New York
THIS AGREEMENT is made and entered into this 28th day of February, 2005 by and between Fortis Securities LLC ("Fortis"), a Limited Liability Company, and Keefe, Bruyette & Woods, Inc. ("Broker"), a New York Corporation.
January 24, 2012Employment Agreement • January 27th, 2012 • Kbw, Inc. • Security brokers, dealers & flotation companies
Mr. John G. Duffy c/o KBW, Inc. 787 Seventh Avenue New York, NY 10019 Dear John:Employment Agreement • November 6th, 2009 • Kbw, Inc. • Security brokers, dealers & flotation companies
Reference is hereby made to the Amended and Restated Employment Agreement by and between KBW, Inc. and you, dated as December 31, 2008 (the “Employment Agreement”). This letter confirms the agreement between KBW, Inc. and you to amend the Employment Agreement to extend the Employment Period (as defined in the Employment Agreement) to January 31, 2010, and, subject to your execution of this letter below, hereby so amends the Employment Agreement.
Mr. Andrew M. Senchak c/o KBW, Inc. 787 Seventh Avenue New York, NY 10019 Dear Andrew:Employment Agreement • November 6th, 2009 • Kbw, Inc. • Security brokers, dealers & flotation companies
Reference is hereby made to the Amended and Restated Employment Agreement by and between KBW, Inc. and you, dated as December 31, 2008 (the “Employment Agreement”). This letter confirms the agreement between KBW, Inc. and you to amend the Employment Agreement to extend the Employment Period (as defined in the Employment Agreement) to January 31, 2010, and, subject to your execution of this letter below, hereby so amends the Employment Agreement.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • February 23rd, 2012 • Kbw, Inc. • Security brokers, dealers & flotation companies
THIS AGREEMENT (this “Agreement”), between KBW, Inc., a Delaware corporation (the “Company”), and [EMPLOYEE NAME] (the “Employee”), dated February 29, 2012 (the “Grant Date”).
FULLY DISCLOSED CLEARING AGREEMENT OF PERSHING DIVISION DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATIONFully Disclosed Clearing Agreement • September 28th, 2006 • Kbw, Inc. • Finance services • New York
THIS AGREEMENT is made and entered into as of this October 22, 1992 by and between the Pershing Division of Donaldson, Lufkin & Jenrette Securities Corporation ("Pershing"), a Delaware Corporation and Keefe, Bruyette & Woods, Inc. ("Broker"), a New York Corporation.
FIRST AMENDMENT OF LEASELease • September 28th, 2006 • Kbw, Inc. • Finance services • New York
THIS FIRST AMENDMENT OF LEASE (this “Amendment”) made as of the day of September, 2002 between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES and ELAS SECURITIES ACQUISITION CORP., each having an office at 1290 Avenue of the Americas, New York, New York 10104 (collectively, “Landlord”), as landlord, and KEEFE, BRUYETTE & WOODS, INC., having an office at 787 Seventh Avenue, New York, New York 10019 (collectively, “Tenant”), as tenant.
Mr. Thomas B. Michaud c/o KBW, Inc. 787 Seventh Avenue New York, NY 10019 Dear Tom:Employment Agreement • November 6th, 2009 • Kbw, Inc. • Security brokers, dealers & flotation companies
Reference is hereby made to the Amended and Restated Employment Agreement by and between KBW, Inc. and you, dated as December 31, 2008 (the “Employment Agreement”). This letter confirms the agreement between KBW, Inc. and you to amend the Employment Agreement to extend the Employment Period (as defined in the Employment Agreement) to January 31, 2010, and, subject to your execution of this letter below, hereby so amends the Employment Agreement.
Terms AgreementChange in Control Agreement • November 9th, 2012 • Kbw, Inc. • Security brokers, dealers & flotation companies • New York
WHEREAS on November 5, 2012, Stifel Financial Corp. (“Purchaser”) entered into a merger agreement (“Merger Agreement”) whereby, subject to satisfaction of specified conditions, Purchaser will purchase all of the outstanding shares of common stock of KBW, Inc. (“Seller”) and merge Seller into the operations of Purchaser (the “Merger”); and
SECOND AMENDMENT OF LEASELease • September 28th, 2006 • Kbw, Inc. • Finance services • New York
THIS SECOND AMENDMENT OF LEASE (this “Amendment”, and sometimes referred to herein as the “Second Amendment”) made as of the 10th day of October, 2003 between THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES and ELAS SECURITIES ACQUISITION CORP., each having an office at 1290 Avenue of the Americas, New York, New York 10104 (collectively, “Landlord”), as landlord, and KEEFE, BRUYETTE & WOODS, INC., having an office at 787 Seventh Avenue, New York, New York 10019 (collectively, “Tenant”), as tenant.
January 24, 2012Employment Agreement • January 27th, 2012 • Kbw, Inc. • Security brokers, dealers & flotation companies
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • November 9th, 2012 • Kbw, Inc. • Security brokers, dealers & flotation companies
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), between KBW, Inc., a Delaware corporation (the “Company”), and [EMPLOYEE NAME] (the “Employee”), is entered into on the Grant Date.
KBW, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • December 18th, 2006 • Kbw, Inc. • Finance services • Delaware
This Stockholders’ Agreement, dated as of October 30, 2006, among KBW, Inc., a Delaware corporation (the “Company”), and the persons listed on Exhibit A hereto, each of whom holds a title as an employee at or above the level of “Principal” as of the date hereof (individually, a “Stockholder” and collectively, the “Stockholders”).
ContractAgreement and Plan of Merger • February 19th, 2013 • Kbw, Inc. • Security brokers, dealers & flotation companies • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 15, 2013 (this “Agreement”), is entered into by and between SFKBW Two, LLC, a Delaware limited liability company (“Successor Subsidiary”), and KBW, Inc., a Delaware corporation (“KBW”).
Performance Equity Award Agreement March 21, 2011Performance Equity Award Agreement • March 24th, 2011 • Kbw, Inc. • Security brokers, dealers & flotation companies
You have been selected by the Compensation Committee of the Board of Directors (the “Board”) of KBW, Inc. (“KBW”) to receive a long term incentive award under the KBW, Inc. 2009 Incentive Compensation Plan (the “Plan”) in the form of performance equity awards (“Performance Equity Awards”) described below. The Performance Equity Awards are Other Stock-Based Awards, as defined in the Plan. Each Performance Equity Award corresponds to one share of KBW Common Stock (“Common Stock”). A Performance Equity Award constitutes a contingent and unsecured promise of KBW to pay you one share of Common Stock. As the holder of Performance Equity Awards, you have only the rights of a general unsecured creditor of KBW, including, but not limited to, any rights in respect of settlement of Performance Equity Awards and the payment of any amounts reflecting dividends or other cash distributions. You will not be a stockholder with respect to the shares of Common Stock corresponding to your Performance Equi
KBW, INC. FORM OF SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 28th, 2006 • Kbw, Inc. • Finance services • Delaware
This Stockholders’ Agreement, dated as of , 2006, among KBW, Inc., a Delaware corporation (the “Company”), and the persons listed on Exhibit A hereto, each of whom holds a title as an employee at or above the level of “Principal” as of the date hereof (individually, a “Stockholder” and collectively, the “Stockholders”).
