EXHIBIT 10(k)
STIFEL FINANCIAL CORP. AND SUBSIDIARIES
STIFEL FINANCIAL CORP.
RESTRICTED STOCK AGREEMENT
Stifel Financial Corp., a Delaware Corporation, ("Company")
and Xxxxx X. Xxxxxxxx ("Executive") hereby agree as follows:
WHEREAS, Executive has heretofore performed valuable
services for the Company and its wholly-owned subsidiaries,
Xxxxxx, Xxxxxxxx & Company, Incorporated, and Pin Oak Capital
Ltd., and the Company desires to encourage Executive to perform
such services in the future;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties agree as follows:
Section 1. Definitions
As used in this Agreement, the following terms shall have
the following meanings:
A. "Award" means the award provided for in Section 2.
B. "Board of Directors" means the Board of Directors of
the Company.
C. "Change of Control" means (1) the purchase or other
acquisition, within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, in one or a series of
transactions by a person or a group of persons acting
in concert, of beneficial ownership in more than twenty-
five percent of the then outstanding voting stock of
the Company, (2) the receipt of proxies for the
election of directors in opposition to management's
slate of nominees which proxies aggregate more than
forty percent of the then outstanding voting stock of
the Company, or (3) the sale or issuance of such number
of shares of voting stock of the Company for
consideration of other than cash in any transaction or
series of related transactions which constitutes more
than twenty-five percent of the outstanding voting
power of the Company after giving effect to such
issuance or sale.
D. "Date of Award" means August 1, 1992.
E. "Permanent Disability" means total inability of
Executive, because of bodily injury or mental or
physical disease, to carry out his duties as Senior
Vice President of the Company's Subsidiary, Xxxxxx,
Xxxxxxxx & Company, Incorporated, for a period of six
consecutive months.
F. "Stock" means Common Stock of the Company, par value
fifteen cents ($0.15) per share.
G. "Subsidiary" means any corporation, other than the
Company, in an unbroken chain of corporations beginning
with the Company if, at the relevant date specified in
Section 4, each of the corporations, other than the
last corporation in the unbroken chain, owns stock
possessing fifty percent or more of the total combined
voting power of all classes of stock in one of the
other corporations in such chain.
Section 2. Award
Subject to the terms of this Agreement, the Company has
awarded to Executive and there shall be issued to Executive,
12,000 shares of Stock, effective as of the Date of Award.
Section 3. Restrictions
Except as hereinafter provided, Executive shall sell to the
Company, and the Company shall purchase from Executive, all of
the shares of Stock awarded hereunder, and as to which this
restriction shall not have lapsed as provided in Section 4
hereof, at a purchase price of five cents ($.05) per share in the
event of, and within thirty days following, Executive's
termination of employment for any reason.
Section 4. Lapse of Restrictions
The restrictions imposed by Section 3 shall lapse and the
shares of Stock shall vest in Executive on the following
specified dates provided Executive shall have been continuously
employed by the Company or a Subsidiary or the successor to all
or substantially all of the business operations of the Company or
a Subsidiary from the Date of the Award to each such date:
A. On July 31, 1993, the restrictions shall lapse as to
2,400 shares of Stock subject to the Award;
B. On July 31, 1994, the restrictions shall lapse as to an
additional 2,400 shares of Stock subject to the Award;
and
C. On July 31, 1995, the restrictions shall lapse as to an
additional 2,400 shares of Stock subject to the Award;
D. On July 31, 1996, the restrictions shall lapse as to an
additional 2,400 shares of Stock subject to the Award;
E. On July 31, 1997, the restrictions shall lapse as to an
additional 2,400 shares of Stock subject to the Award;
provided, however, that in the event of a Change of Control of
the Company or the death or Permanent Disability of Executive,
the restrictions shall lapse for 100% of the total number of
shares of Stock subject to the Award not then free of the
restrictions.
For purposes of this Section 4, a leave of absence granted
to Executive with the approval of the Board of Directors shall
not be deemed to cause Executive to cease to be continuously
employed by the Company or by a Subsidiary.
Section 5. Legend
Each certificate of Stock representing the shares subject to
the Award shall bear a legend referring to this Agreement and the
fact that such shares are nontransferable and subject to the
restrictions hereunder until such restrictions have lapsed and
the legend has been removed. The Company shall cause certificates
without such legend to be issued, upon Executive's request, for
any shares of Stock subject to the Award as, and when, such
restrictions lapse as provided in Section 4.
Section 6. Shares Non-Transferable
Shares of Stock awarded hereunder shall not be transferable
by Executive until after the removal of the legend described in
Section 5 with respect to such shares. Executive recognizes that
the shares of Stock will not be registered under the Securities
Act of 1933, as amended (the "1933 Act), in reliance on an
exemption thereunder for transaction not involving a public
offering, or under the laws of any state. Executive is acquiring
such shares of Stock for Executive's own account for investment
purposes only. Prior to any proposed transfer of such shares,
unless there is in effect a registration statement under the 1933
Act covering the proposed transfer, Executive shall give written
notice to the Company of Executive's intention to effect such
transfer. Each such notice shall describe in detail the manner
and circumstances of the proposed transfer, and shall, if the
Company so requests, be accompanied (except in transactions in
compliance with Rule 144 under the 0000 Xxx) by either (i) an
unqualified written opinion of legal counsel who shall be
reasonably satisfactory to the Company, addressed to the Company
and reasonably satisfactory in form and substance to the
Company's counsel, to the effect that the proposed transfer of
such shares may be effected without registration under the 1933
Act and applicable state securities laws, or (ii) a "no action"
letter from the Securities and Exchange Commission to the effect
that the transfer of such shares without registration will not
result in a recommendation by the staff of the Securities and
Exchange Commission that action be taken with respect thereto,
whereupon Executive would be entitled to transfer such shares in
accordance with the terms of the notice delivered by Executive to
the Company. Each certificate evidencing any such shares shall
bear the following restrictive legend:
"'THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS ("THE ACTS"), AND MAY NOT BE SOLD, OFFERED
FOR SALE, OR TRANSFERRED, EXCEPT PURSUANT TO (1) A
REGISTRATION STATEMENT EFFECTIVE UNDER THE ACTS, OR (2) IN
RELIANCE UPON AN EXEMPTION FROM SUCH REGISTRATION."
Section 7. Adjustment in Certain Events
If there is any change in the Stock by reason of stock
dividends, split-ups, mergers, consolidations, reorganizations,
combinations or exchanges of shares or the like, the right and
obligation of the Company to purchase provided for in Section 3
hereof shall extend not only to the Stock awarded hereunder, but
also to all stock and other property received by Executive
pursuant to any such event with respect to Stock that is subject
to Section 3 hereof without any increase in the aggregate
consideration as provided in Section 3.
Any additional shares issued in connection by reason of
stock dividends, split-ups, mergers, consolidations,
reorganizations, combinations or exchanges of shares or the like,
with respect to shares remaining restricted, shall also bear the
restrictive legend noted in Sections 5 and 6 of this Agreement.
Section 8. Amendment
This Agreement may be amended by mutual consent of the
parties hereto by written agreement.
Section 9. Governing Law
This Agreement shall be construed and administered in
accordance with the laws of the State of Missouri.
IN WITNESS WHEREOF, the Company and Executive have caused
this Agreement to be executed on this 31st day of August, 1993,
effective as of August 1, 1992.
STIFEL FINANCIAL CORP.
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Executive
