Form of August 2008 Performance RSU Award Agreement
Exhibit 10.2
Form of August 2008 Performance RSU Award Agreement
[NAME]
[ADDRESS]
On August , 2008, (the “Grant Date”) you were granted a Restricted Stock Unit (“RSU”) Award pursuant to Section 8 of the 2006 FBR Capital Markets Corporation Long-Term Incentive Plan (the “Plan”). The RSU Award covers RSUs. Each RSU represents the right to receive one share of the common stock of FBR Capital Corporation (“FBRCM” or the “Company”), subject to the terms and conditions set forth herein and in the Plan.
The grant of this RSU Award is subject to the condition that you enter into a restrictive covenant agreement (the “Restrictive Covenant”), in the form approved by the Compensation Committee of the Company’s Board of Directors (the “Committee”). This RSU Award will be cancelled automatically if you do not enter into the Restrictive Covenant before August 27, 2008.
Restriction Period/Vesting: This RSU Award will have a restriction period that will lapse based on continued employment and meeting a FBRCM stock price performance target. None of the RSUs will vest unless the trailing 20-day simple moving stock price of the Company common stock is at least $8.00 per share at any point before February 20, 2011. If the stock price performance target is achieved, one-third of the RSU Award will vest on each February 20 in 2011, 2012 and 2013 if your employment with FBRCM continues until the applicable date.
Settlement of Units: As soon as practicable after the restriction period lapses (but no later than March 15 of the year following the year in which the RSUs vest), the Company will issue shares of its common stock to you in settlement of the vested RSUs and you will have full ownership rights in those shares. The number of shares that will be issued will equal the number of RSUs that vest.
Dividend Equivalents: FBRCM at this time has no intention of paying a dividend. However, if FBRCM chooses to pay a dividend in the future, you will be entitled to receive cash payments equivalent to any cash, stock or other property dividends that are paid on shares of the Company’s common stock during the period beginning on the Grant Date and ending on the earlier of (a) the date that you vest in the RSUs or (b) the date that you forfeit the RSUs. Your right to receive these dividend equivalents, if any, is subject to the same vesting requirements that apply to the RSUs. Any dividends that are payable to you will be paid at the same time that shares of Company common stock are issued in settlement of your RSUs. Such payments will be treated as compensation reportable on your Form W-2 (rather than as dividend income).
Shareholder Rights: You will not have any rights as a shareholder of the Company with respect to the RSUs. You will have rights as a shareholder, including the right to vote and receive dividends, on and after the date that the Company issues shares of its common stock in settlement of vested RSUs.
Change in Control: In the event of a Change in Control, the Committee will determine the impact of the Change in Control, including whether the RSU Award will vest in accordance with section 11.2 of the Plan or be assumed or substituted in accordance with Section 11.3.
If You Leave FBRCM: If you leave FBRCM before the end of the restriction period, you will forfeit the restricted or unvested portion of the RSU Award. As provided in the Plan, you may vest in additional RSUs if your employment ends on account of your death, disability or retirement or if you are terminated as part of a reduction in force. For purposes of your RSU Award, the term “disability” means that you are entitled to receive (but for any waiting period), benefits under a long-term disability insurance plan or policy maintained by the Company. The term “retirement” means a separation from service that is recognized as retirement under the Company’s retirement policy.
Taxes: You are strongly advised to consult with your own tax professional concerning the tax implications of your RSU Award based on your particular circumstances. FBRCM cannot provide you with tax advice. RSUs differ from other forms of incentive compensation in many ways, including how they are treated for tax purposes. Generally, in the U.S., you will not be taxed at the time of the grant. However, upon settlement of the RSU Award, the value of the Company common stock and any cash or other property issued or paid to you is taxed as ordinary income and you are required to pay taxes at that time. The shares will not be released until payment for the taxes is received. FBRCM will provide you with instructions for making payments closer to your vesting date.
Grant Acceptance: You will be able to accept and view your RSU Award on Fidelity’s Stock Plan Administration website at xxxxxxxxxxx.xxxxxxxx.xxx. You will be receiving additional information regarding Fidelity’s administration of RSU Awards.
Please contact at if you have any questions.
Name of Officer Signing
Letter:
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