0001230245-14-000095 Sample Contracts

PIPER JAFFRAY COMPANIES AMENDED AND RESTATED Restricted Stock Agreement (201_ Annual Grant)
Restricted Stock Agreement • February 28th, 2014 • Piper Jaffray Companies • Security brokers, dealers & flotation companies • Delaware

This is a Restricted Stock Agreement (“Agreement”) between Piper Jaffray Companies, a Delaware corporation (the “Company”), and the above-named employee of the Company or an Affiliate of the Company (the “Employee”). The Company maintains the Piper Jaffray Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan, as amended from time to time (the “Plan”), and the Board of Directors of the Company has delegated to the Compensation Committee (the “Committee”) the authority to determine the awards to be granted under the Plan. The Board of Directors of the Company or the Committee (or the delegee of either) has determined that the Employee is eligible to receive an award under the Plan in the form of restricted stock and has set the terms thereof. Accordingly, the Company hereby grants this award to the Employee under the following terms:

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FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • February 28th, 2014 • Piper Jaffray Companies • Security brokers, dealers & flotation companies

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) made and entered into as of December 28, 2013, by and between: PIPER JAFFRAY & CO., a Delaware corporation (“Borrower”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (“Lender”); has reference to the following facts and circumstances (the “Preambles”):

PIPER JAFFRAY COMPANIES MUTUAL FUND RESTRICTED SHARE INVESTMENT PLAN MUTUAL FUND RESTRICTED SHARE AGREEMENT (201_ Annual Grant)
Restricted Share Agreement • February 28th, 2014 • Piper Jaffray Companies • Security brokers, dealers & flotation companies • Delaware

This is a Mutual Fund Restricted Share Agreement (“Agreement”) between Piper Jaffray Companies, a Delaware corporation (the “Company”), and the above-named employee of the Company or an Affiliate of the Company (the “Employee”). The Company maintains the Piper Jaffray Companies Mutual Fund Restricted Share Investment Plan, as amended from time to time (the “Plan”), which allows the Employee the option of receiving a portion (not less than ten percent (10%) or more than fifty percent (50%)) of the award that would otherwise have been granted to the Employee under the Piper Jaffray Companies Amended 2003 Annual and Long-Term Incentive Plan, in the form of restricted stock or other equity of the Company, instead in the form of restricted property consisting of shares of selected mutual funds managed by Affiliates of the Company. Based on the Employee’s election, the Company hereby grants this award to the Employee under the following terms:

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