RESTRICTED SHARE AWARD AGREEMENT pursuant to the FIRST ALBANY COMPANIES INC. 1999 LONG-TERM INCENTIVE PLAN
pursuant to the
FIRST ALBANY COMPANIES INC.
1999 LONG-TERM INCENTIVE PLAN
1999 LONG-TERM INCENTIVE PLAN
* * * * *
Participant: Xxxxx XxXxxxxxx
Xxxxx Date: June 30, 2006
Number of Restricted Shares granted: 50,000
* * * * *
THIS AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is
entered into by and between First Albany Companies Inc., (the “Company”), and the Participant
specified above, pursuant to the First Albany Companies Inc. 1999 Long-Term Incentive Plan as in
effect and as amended from time to time (the “Plan”); and
WHEREAS, it has been determined under the Plan that it would be in the best interests of the
Company to grant the Restricted Shares provided herein to the Participant (i) as an inducement to
commence employment with, or to remain in the employment of, the Company (and/or one of its
Subsidiaries), and (ii) as an incentive for increased effort during such service;
NOW, THEREFORE, in consideration of the mutual covenants and premises hereinafter set forth
and for other good and valuable consideration, the parties hereto hereby mutually covenant and
agree as follows:
1. Incorporation By Reference; Plan Document Receipt. This Agreement is subject in
all respects to the terms and provisions of the Plan (including, without limitation, any amendments
thereto adopted at any time and from time to time and which are expressly intended to apply to the
grant of the award provided for herein), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were expressly set forth herein. Any capitalized term
not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The
Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has
read the Plan carefully and fully understands its content. In the event of a conflict between the
terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.
2. Grant of Restricted Share Award. The Company hereby grants to the Participant, as
of the Grant Date specified above, the number of Restricted Shares specified above. Except as
otherwise provided by Section 14.2 of the Plan, the Participant agrees and understands that nothing
contained in this Agreement provides, or is intended to provide, the
Participant with any protection against potential future dilution of the Participant’s stockholder
interest in the Company for any reason.
3. Vesting. The Restricted Shares subject to this grant shall become unrestricted and
vested as follows:
· 50% on the first anniversary of the Grant Date, provided the Participant is then
employed by the Company and/or one of its Subsidiaries; and
· 50% on the second anniversary of the Grant Date, provided the Participant is then
employed by the Company and/or one of its Subsidiaries.
In addition, subject to the vesting provisions described in the
Employment Agreement between the Company and the Participant, dated
as of June 30, 2006, if the Participant's employment with the
Company and its Subsidiaries terminates for any reason prior to the
vesting of the Restricted Shares, the Restricted Shares shall
immediately be cancelled and the Participant (and such Participant's
estate, designated
beneficiary or other legal representative) shall forfeit any rights
in and with respect to any such Restricted Shares.
4. Delivery of Restricted Shares; Forfeiture Events.
4.1 Subject to Section 8.4 of the Plan, after the lapse of the restrictions in respect of a
grant of Restricted Shares, the Participant shall be entitled to receive unrestricted shares of
Common Stock.
4.2 Unless otherwise determined by the Committee, this Restricted Share Award shall terminate
and be of no force or effect in accordance with and to the extent provided by the terms and
provisions of Section 12 of the Plan.
4.3 Intentionally left blank.
5. Non-transferability. Restricted Shares, and any rights and interests with respect
thereto, issued under this Agreement and the Plan shall not, prior to vesting, be sold, exchanged,
transferred, assigned or otherwise disposed of in any way by the Participant (or any
beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or
the laws of descent and distribution. Any such Restricted Shares, and any rights and interests
with respect thereto, shall not, prior to vesting, be pledged, encumbered or otherwise hypothecated
in any way by the Participant (or any beneficiary(ies) of the Participant) and shall not, prior to
vesting, be subject to execution, attachment or similar legal process. Any attempt to sell,
exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way any
of the Restricted Shares, or the levy of any execution, attachment or similar legal process upon
the Restricted Shares, contrary to the terms and provisions of this Agreement and/or the Plan shall
be null and void and without legal force or effect.
6. Entire Agreement; Amendment. This Agreement contains the entire agreement between
the parties hereto with respect to the subject matter contained herein, and supersedes all prior
agreements or prior understandings, whether written or oral, between the parties relating to such
subject matter. This Agreement may only be modified or amended by a writing signed by both the
Company and the Participant.
7. Notices. Any notice which may be required or permitted under this Agreement shall
be in writing and shall be delivered in person, or via facsimile transmission, overnight courier
service or certified mail, return receipt requested, postage prepaid, properly addressed as
follows:
7.1 If such notice is to the Company, to the attention of the Secretary of First Albany
Companies Inc., 000 Xxxxxxxx, Xxxxxx, Xxx Xxxx 00000, or at such other address as the
Company, by notice to the Participant, shall designate in writing from time to time.
7.2 If such notice is to the Participant, at his or her address as shown on the Company’s
records, or at such other address as the Participant, by notice to the Company, shall designate in
writing from time to time.
8. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without reference to the principles of conflict of laws
thereof.
9. Compliance with Laws. The issuance of the Restricted Shares or Common Stock
pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements
of any federal and state securities laws, rules and regulations (including, without limitation, the
provisions of the Securities Act of 1933, the Exchange Act and the respective rules and regulations
promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not
be obligated to issue any of the Restricted Shares or Common Stock pursuant to this Agreement if
such issuance would violate any such requirements.
10. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be
binding upon, and be enforceable by the Company and its successors and assigns. The Participant
shall not assign any part of this Agreement without the prior express written consent of the
Company.
11. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one and the same
instrument.
12. Headings. The titles and headings of the various sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed to be a part of this
Agreement.
13. Further Assurances. Each party hereto shall do and perform (or shall cause to be
done and performed) all such further acts and shall execute and deliver all such other agreements,
certificates, instruments and documents as any other party hereto reasonably may request in order
to carry out the intent and accomplish the purposes of this Agreement and the Plan and the
consummation of the transactions contemplated thereunder.
14. Severability. The invalidity or unenforceability of any provisions of this
Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any
provision of this Agreement in any other jurisdiction, it being intended that all rights and
obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer, and the Participant has hereunto set his hand, all as of the Grant Date
specified above.
| FIRST ALBANY COMPANIES INC. | ||||
| By: | /s/ Xxxxx Xxxx | |||
| Xxxxx Xxxx | ||||
| /s/ Xxxxx XxXxxxxxx | ||||
| Xxxxx XxXxxxxxx | ||||
