RESTRICTED STOCK AGREEMENT
Exhibit 10.8
THIS AGREEMENT, dated as of the 8th day of November, 2006, between KBW, Inc., a Delaware
corporation (the “Corporation”), and the employee who is confirming agreement with these terms
through the facility of the Employee Account Records web site, as defined below (the “Employee”).
W I T N E S S E T H
In consideration of the mutual promises and covenants made herein and the mutual benefits to
be derived herefrom, the parties hereto agree as follows:
1. Grant, Vesting and Forfeiture of Restricted Stock.
(a) Grant. Subject to the provisions of this Agreement and to the provisions of the KBW,
Inc. 2006 Equity Incentive Plan (the “Plan”), the Corporation hereby grants to the Employee as of
November 8, 2006 (the “Grant Date”), such number of Shares (the “Restricted Stock”) of common stock
of the Corporation, par value $0.01 per Share (“Common Stock”) as shall be set forth in the account
records of the Employee (“Employee Account Records”) as being granted hereby of the Bank of New
York (the “Transfer Agent”). Employee may view such Employee Account Records at the Internet URL
address of BONY maintained for that purpose at xxx.xxxxxxxxxx.xxx/XXX. The Employee Account Records
relating to the Restricted Stock are expressly made a part hereof, subject to correction for errors
by the Corporation, for purposes of the amount and vesting schedule relating to the Restricted
Stock. All capitalized terms used herein, to the extent not defined, shall have the meaning set
forth in the Plan.
(b) Vesting during the Restriction Period. Subject to the terms and conditions of
this Agreement, the Restricted Stock shall vest and no longer be subject to any restriction on the
Vest Dates and in the respective amounts vesting on such dates set forth in the Employee Account
Records (such period during which restrictions apply is the “Restriction Period”).
(c) Forfeiture upon Termination of Employment; Accelerated Vesting upon Termination Due
to Death or Disability. Upon the Employee’s Termination of Employment for any reason (other
than due to the Employee’s death or Disability) during the Restriction Period, all Shares of
Restricted Stock still subject to restriction shall be forfeited. Upon the Employee’s Termination
of Employment during the Restriction Period due to the Employee’s death or Disability, the
restrictions applicable to the Restricted Stock shall lapse, and such Restricted Stock shall become
free of all restrictions and become fully vested. For purposes of this Agreement, employment with
the Corporation shall include employment with the Corporation’s Affiliates and its successors.
Nothing in this Agreement or the Plan shall confer upon the Employee any right to continue in the
employ of the Corporation or any of its Affiliates or interfere in any way with the right of the
Corporation or any such Affiliates to terminate the Employee’s employment at any time.
2. Issuance of Shares.
Subject to Paragraph 9 (pertaining to the withholding of taxes), as soon as practicable after
the Restriction Period expires (provided there has been no prior forfeiture of the Restricted Stock
pursuant to the terms of this Agreement and the Plan), the Corporation shall issue (or cause to be
delivered) to the Employee one or more unlegended stock certificates in respect of the Restricted
Stock. Notwithstanding the foregoing, the Corporation shall be entitled to hold the Shares of
Restricted Stock that have vested until the Corporation or the agent selected by the Corporation to
manage the Plan under which the Restricted Stock has been issued shall have received from the
Employee a duly executed Form W-9 or W-8, as applicable.
3. Nontransferability of the Restricted Stock.
During the Restriction Period, the Shares covered by this Restricted Stock Agreement shall not
be transferable by the Employee by means of sale, assignment, exchange, encumbrance, pledge or
otherwise. Any purported or attempted transfer of such Shares or such rights shall be null and
void.
4. Rights as a Stockholder.
Except as otherwise specifically provided in this Agreement, during the Restriction Period the
Employee shall have all the rights of a stockholder with respect to the Restricted Stock, including
without limitation the right to vote the Restricted Stock and the right to receive any dividends
with respect thereto. If the Corporation declares and pays dividends on the Common Stock during the
Restriction Period, the Employee shall be paid dividends with respect to the Restricted Stock at
such time as dividends are paid to stockholders of Common Stock generally.
5. Certificates.
Certificates representing the Restricted Stock hares as originally or from time to time
constituted shall bear the following legend:
The Shares represented by this stock certificate have been granted as restricted stock under
a Restricted Stock Agreement between the registered holder of these Shares and the
Corporation. The Shares represented by this stock certificate may not be sold, exchanged,
assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of until
the restrictions set forth in the Restricted Stock Agreement between the registered holder
of these Shares and the Corporation shall have lapsed.
As soon as administratively practicable after the end of the Restriction Period, the Corporation
shall deliver to the Employee or his or her personal representative, in book-entry or certificate
form, the formerly Restricted Stock that does not bear any restrictive legend making reference to
this Agreement. Such Shares shall be free of restrictions, except for any restrictions required
under Federal securities laws.
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6. Adjustment in the Event of Change in Stock; Change in Control.
In the event of certain transactions before they vest, the Restricted Stock shall be subject
to adjustment as provided in Section 3(c) of the Plan or any applicable successor provision under
the Plan. In the event of a Change in Control before the Restricted Stock vests, the restrictions
applicable to the Restricted Stock shall lapse, and such Restricted Stock shall become free of all
restrictions and become fully vested and transferable in full, consistent with Section 9(a)(ii) of
the Plan.
7. Payment of Transfer Taxes, Fees and Other Expenses.
The Corporation agrees to pay any and all original issue taxes and stock transfer taxes that
may be imposed on the issuance of Shares received by an Employee in connection with the Restricted
Stock, together with any and all other fees and expenses necessarily incurred by the Corporation in
connection therewith.
8. Other Restrictions.
(a) The Restricted Stock shall be subject to the requirement that, if at any time the
Committee shall determine that (i) the listing, registration or qualification of the Shares subject
or related thereto upon any securities exchange or under any state or federal law, or (ii) the
consent or approval of any government regulatory body, or (iii) an agreement by the Employee with
respect to the disposition of Shares is necessary or desirable as a condition of, or in connection
with, the delivery or purchase of Shares pursuant thereto, then in any such event, the grant of
Restricted Stock shall not be effective unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any conditions not acceptable to
the Committee.
(b) The Employee acknowledges that the Employee is subject to the Corporation’s policies
regarding compliance with securities laws, including but not limited to its Xxxxxxx Xxxxxxx Policy
(as in effect from time to time and any successor policies), and, pursuant to these policies, the
Employee shall be required to obtain pre-clearance prior to purchasing or selling any of the
Corporation’s securities, including any Shares issued upon vesting of the Restricted Stock, and may
be prohibited from selling such Shares other than during an open trading window. The Employee
further acknowledges that, in its discretion, the Corporation may prohibit the Employee from
selling such Shares even during an open trading window if the Corporation has concerns over the
potential for xxxxxxx xxxxxxx.
9. Taxes and Withholding.
No later than the date as of which an amount first becomes includible in the gross income of
the Employee for federal, state, local or foreign income or employment or other tax purposes with
respect to any Restricted Stock, the Employee shall pay to the Corporation, or make arrangements
satisfactory to the Corporation regarding the payment of, all federal, state, local and foreign
taxes that are required by applicable laws and regulations to be withheld with respect to such
amount. The obligations of the Corporation under this Agreement shall be conditioned on compliance
by the Employee with this Paragraph 9, and the Corporation shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment otherwise
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due to the Employee, including the delivery of the Restricted Stock that gives rise to the
withholding requirement.
10. Notices.
All notices and other communications under this Agreement shall be in writing and shall be
given by hand delivery to the other party or by facsimile, overnight courier, or registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Employee:
At the most recent address
on file at the Corporation.
on file at the Corporation.
If to the Corporation:
KBW, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Esq.
Executive Vice President and General Counsel
Facsimile: (000) 000-0000
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Esq.
Executive Vice President and General Counsel
Facsimile: (000) 000-0000
or to such other address or facsimile number as any party shall have furnished to the other in
writing in accordance with this Paragraph 10. Notices and communications shall be effective when
actually received by the addressee. Notwithstanding the foregoing, the Employee consents to
electronic delivery of documents required to be delivered by the Corporation under the securities
laws.
11. Effect of Agreement.
Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure
to the benefit of any successor or successors of the Corporation.
12. Laws Applicable to Construction; Consent to Jurisdiction.
(a) The interpretation, performance and enforcement of this Agreement shall be governed by the
laws of the State of Delaware without reference to principles of conflict of laws, as applied to
contracts executed in and performed wholly within the State of Delaware. In addition to the terms
and conditions set forth in this Agreement, the Restricted Stock is subject to the terms and
conditions of the Plan, which is hereby incorporated by reference.
(b) Any and all disputes arising under or out of this Agreement, including without limitation
any issues involving the enforcement or interpretation of any of the provisions of this Agreement,
shall be resolved by the commencement of an appropriate action in the state or federal courts
located within the state of New York, which shall be the exclusive jurisdiction for the resolution
of any such disputes. The Employee hereby agrees and consents to the personal jurisdiction of said
courts over the Employee for purposes of the resolution of any and all such disputes.
Notwithstanding the foregoing, any dispute, controversy or claim between the
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Employee and the Corporation arising out of or relating to or concerning the Restricted Stock
awarded under this Agreement, any agreement between the Employee and the Corporation relating to or
arising out of the Employee’s employment with the Corporation or otherwise concerning any rights,
obligations or other aspects of the Employee’s employment relationship in respect of the
Corporation or its Affiliates shall be finally settled by arbitration in New York City before, and
in accordance with the rules then obtaining of, the New York Stock Exchange, Inc. (the “NYSE”) or,
if the NYSE declines to arbitrate the matter, the American Arbitration Association (the “AAA”) in
accordance with the commercial arbitration rules of the AAA.
13. Severability.
The invalidity or enforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.
14. Conflicts and Interpretation.
In the event of any conflict between this Agreement and the Plan, the Plan shall control. In
the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent,
the Plan shall govern including, without limitation, the provisions thereof pursuant to which the
Committee has the power, among others, to (a) interpret the Plan, (b) prescribe, amend and rescind
rules and regulations relating to the Plan, and (c) make all other determinations deemed necessary
or advisable for the administration of the Plan.
15. Amendment.
The Corporation may modify, amend or waive the terms of the Restricted Stock award,
prospectively or retroactively, but no such modification, amendment or waiver shall impair the
rights of the Employee without his or her consent, except as required by applicable law, stock
exchange rules, tax rules or accounting rules. The waiver by either party of compliance with any
provision of this Agreement shall not operate or be construed as a waiver of any other provision of
this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
16. Headings.
The headings of paragraphs herein are included solely for convenience of reference and shall
not affect the meaning or interpretation of any of the provisions of this Agreement.
17. Counterparts.
This Agreement may be executed in counterparts, which together shall constitute one and the
same original.
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IN WITNESS WHEREOF, as of the date first above written, the Corporation has caused this
Agreement to be executed on its behalf by a duly authorized officer and the Employee has hereunto
set the Employee’s hand.
| KBW, INC. |
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| By: | ______________________________ | |||
| Xxxxxxxx Xxxxxxxx | ||||
| Executive Vice President and General Counsel |
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Summary of Key Terms of Initial Public Offering
Restricted Stock Award Agreement
| Number of Shares Subject to Grant: | As set forth in employee account records maintained by Bank of New York | |
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| Grant Date: | As set forth in employee account records maintained by Bank of New York | |
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| Vesting Schedule of | For awards of more than 100 shares: | |
| Grant: | ||
| Subject to the employee’s continued employment with the Corporation through each applicable vesting date: | ||
| • 25% of the Restricted Stock will vest and no longer be subject to any restriction on the second anniversary of the Grant Date; | ||
| • 35% of the Restricted Stock will vest and no longer be subject to any restriction on the third anniversary of the Grant Date; and | ||
| • 40% of the Restricted Stock will vest and no longer be subject to any restriction on the fourth anniversary of the Grant Date. | ||
| For awards of 100 shares or less: | ||
| The Restricted Stock will vest and no longer be subject to any restriction on the six-month anniversary of the Grant Date, subject to the employee’s continued employment with the Corporation through such date. | ||
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