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.
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.
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
