STIFEL FINANCIAL CORP.
STOCK UNIT AGREEMENT
Stifel Financial Corp., a Delaware Corporation ("Company") and James M.
Zemlyak ("Executive") hereby agree as follows:
WHEREAS, the Company established the Stifel Financial Corp. 1997 Incentive
Stock Plan (the "Plan") pursuant to which options, stock appreciation rights
and restricted stock covering an aggregate of 600,000 shares of the Stock of
the Company may be granted to key employees of the Company and its
subsidiaries; and
WHEREAS, the Board of Directors of the Company has amended the Plan to
permit the grant of Stock Units;
NOW, THEREFORE, in consideration of services rendered 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 in Control" means:
(i) The acquisition by any individual, entity or group, or
a Person (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act) of ownership of 15% or more of either (a) the then outstanding shares of
Stock of the Company (the "Outstanding Company Stock"); or (b) the combined
voting power of the then outstanding voting securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, such an acquisition of ownership of 15% or
more but less than 25% of Outstanding Corporation Common Stock or Outstanding
Corporation Voting Securities with the prior approval of the Board of Directors
of the Company shall not result in a Change in Control within the meaning of
this subparagraph; or
(ii) Individuals who, as the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, as a member of the Incumbent
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Stock Unit Agreement
James M. Zemlyak
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Board, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or
(iii) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case, unless, following such
reorganization, merger or consolidation, (a) more than 50% of, respectively, the
then outstanding shares of Stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company Stock and
Outstanding Company Voting Securities immediately prior to such reorganization,
merger or consolidation in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger or consolidation, of
the Outstanding Company Stock and Outstanding Company Voting Securities, as the
case may be, (b) no Person beneficially owns, directly or indirectly, 15% or
more of, respectively, the then outstanding shares of Stock of the corporation
resulting from such reorganization, merger or consolidation or the combined
voting power of the then outstanding voting securities of such corporation,
entitled to vote generally in the election of directors (provided, however, such
15% threshold may be increased up to 25% by the Board of Directors of the
Company prior to such approval by the stockholders), and (3) at least a majority
of the members of the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or
(iv) Approval by the stockholders of the Company of (a) a
complete liquidation or dissolution of the Company; or (b) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to a corporation, with respect to which following such sale or other
disposition, (1) more than 50% of, respectively, the then outstanding shares of
Stock of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Stock and Outstanding Company
Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Stock and Outstanding
Company Voting Securities, as the case may be; (2) no Person beneficially owns,
directly or indirectly, 15% or more of, respectively, the then outstanding
shares of Stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors (provided, however, such 15% threshold may be
increased up to 25% by the Board of Directors of the Company prior to such
approval by the stockholders); and (3) at least a majority of the members of the
board of directors of such corporation were members of the Incumbent Board
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Stock Unit Agreement
James M. Zemlyak
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at the time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company.
D. "Date of Award" means February 1, 1999.
E. "Permanent Disability" means total inability of Executive, because of
bodily injury or disease, to carry out his duties as an employee of the
Company's Subsidiary, Stifel, Nicolaus & Company, Incorporated, for a period of
at least six consecutive months.
F. "Retirement" means termination of employment with the Company and its
Subsidiaries after attaining the age of 65.
G. "Stock" means the common stock of the Company, par value fifteen
cents ($0.15) per share.
H. "Subsidiary" means any corporation, other than the Company, in an
unbroken chain of corporations beginning with the Company if, at the relevant
date, 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 hereby awards to
Executive 42,000 Stock Units, effective as of the Date of Award. Each Stock
Unit represents the obligation of the Company to transfer one share of Stock to
Executive at the time provided in Section 5 of this Agreement, provided such
Stock Unit is vested at such time.
SECTION 3. BOOKKEEPING ACCOUNT
The Company shall record the number of Stock Units granted hereunder to a
bookkeeping account for Executive (the "Stock Unit Account"). Executive's Stock
Unit Account shall be debited by the number of Stock Units, if any, forfeited
in accordance with Section 4 and by the number of shares of Stock transferred
to Executive in accordance with Section 5 with respect to such Stock Units.
Executive's Stock Unit Account also shall be adjusted from time to time for
stock dividends, stock splits and other such transactions in accordance with
Section 10.
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Stock Unit Agreement
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SECTION 4. VESTING
Subject to the accelerated vesting provisions provided below, if Executive
remains employed by the Company through the applicable date, the Stock Units
shall vest at the times provided in the following schedule:
<Table>
<Caption>
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Stock Units Becoming Aggregated Stock
Vesting Date Vested On Such Date Units Vested
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February 1, 2000 8,400 8,400
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February 1, 2001 8,400 16,800
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February 1, 2002 8,400 25,200
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February 1, 2003 8,400 33,600
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February 1, 2004 8,400 42,000
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</Table>
In the event Executive dies while employed, or terminates employment on
account of his Permanent Disability, before February 1, 2004, an additional
number of Stock Units shall vest. The additional number shall be the number of
Stock Units that would have vested had Executive remained employed by the
Company as of the February 1 next following the year in which such death or
disability occurred, multiplied by a fraction the numerator of which is the
number of days that have elapsed during the calendar year in which such death or
disability occurred and the denominator of which is 365.
All of the Stock Units granted pursuant to Section 2 shall be fully vested
immediately upon a Change in Control.
In addition, all of the Stock Units granted pursuant to Section 2 shall be
fully vested (a) in the event of termination of Executive's employment by the
Company for a reason other than a Good Cause Event (as defined below), or (b)
Executive's resignation for Good Reason (as defined below).
The term "Good Cause Event" shall mean (a) a good faith determination by
the Board of Directors, after notice to Executive and opportunity by Executive
to be heard, that Executive committed a fraud, misappropriation, embezzlement or
theft against or from the Company or any of its subsidiaries, (b) conviction of
Executive of a felony or (c) a good faith determination by the Board of
Directors, after a ninety day warning and the opportunity to cure and to be
heard by the Board of Directors, on substantial evidence that Executive was
grossly negligent in carrying out, or unreasonably refused to serve or carry
out, the duties and responsibilities of Executive's employment with the Company.
The term "Good Reason" shall mean the occurrence of any of the following
without Executive's consent: (a) the assignment to Executive of any duties
inconsistent in any material respect with his positions as President and Chief
Executive Officer of the Company (including
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status, offices, titles and reporting requirements), authority, duties or
responsibilities as of the commencement of Executive's employment with the
Company, or any action by the Company that results in material diminution in
such positions, authority, duties or responsibilities, excluding, for this
purpose, any isolated, insubstantial and inadvertent action not taken in bad
faith and that is remedied by the Company promptly after receipt of written
notice thereof given by Executive; or (b) any failure by the Company to provide
the compensation and benefits to which Executive is entitled under any agreement
with the Company or any compensation or benefit plan or practice generally
applicable to senior executives of the Company, other than any isolated,
insubstantial and inadvertent failure not occurring in bad faith and that is
remedied by the Company promptly after receipt of written notice given by
Executive; or (c) the Company requiring Executive to be based at a location that
is more than fifty miles from St. Louis, MO.
In the event of the termination of employment of Executive with the Company
for any other reason, all Stock Units that are not vested at the time of such
termination of employment shall be forfeited.
SECTION 5. DISTRIBUTION OF SHARES
Subject to the provisions below, so long as Executive shall remain employed
by the Company, the Company shall transfer shares of Stock to Executive in
annual installments over a period of five years beginning February 1, 2004. The
number of shares of Stock in each installment shall be determined under the
straight line accounting method. For example, shares of Stock equal to one-fifth
(1/5th) of the Stock Units granted on the Date of Award, or 8,400 shares of
Stock, shall be transferred to Executive as soon as administratively practical
after February 1, 2004; one-fifth (1/5th) of the Stock Units granted on the Date
of Award, or 8,400 shares of Stock, shall be transferred to Executive as soon as
administratively practical after February 1, 2005; and so on, with the balance
distributed in the fifth year of the payout period.
Executive may elect to defer the date of transfer of Stock to a specified
later date while Executive is still employed. Such an election shall be
delivered in writing to the Company at least six months before the date of
transfer specified above, and shall be irrevocable after such election deadline.
In the event of the termination of the employment of Executive with the
Company before the payment dates as scheduled above, the Company shall transfer,
as soon as practical after such a termination of employment, shares of Stock to
Executive equal in number to the Stock Units credited to Executive's Stock Unit
Account at the time of such termination of employment (regardless of any
election to defer the transfer).
Notwithstanding any other provision of this Agreement to the contrary, no
shares of Stock shall be transferred to Executive prior to the earliest date on
which the Company's federal income tax deduction for such payment is not
precluded by Section 162(m) of the Internal Revenue Code.
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Stock Unit Agreement
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In the event any payment is delayed solely as a result of the preceding
restriction, such payment shall be made as soon as administratively feasible
following the first date as of which Section 162(m) of the Internal Revenue
Code no longer precludes the deduction by the Company of such payment.
SECTION 6. SHAREHOLDER RIGHTS
Executive shall not have any of the rights of a shareholder of the Company
with respect to Stock Units, such as the right to vote.
SECTION 7. DIVIDEND EQUIVALENTS
The Company shall pay Executive as soon as practical after the Company
pays a cash dividend to shareholders of Stock an amount in cash equal to the
amount per share of such cash dividend multiplied by the number of Stock Units
credited to the Stock Unit Account of Executive as of the record date of such
dividend. The Company may withhold from such payment any applicable federal,
state or local income or payroll tax.
SECTION 8. DEATH BENEFITS
In the event of the death of Executive, as soon as practical after the
death of Executive, the Company shall transfer shares equal in number to the
vested Stock Units, if any, credited to Executive's Stock Unit Account to
Executive's Beneficiary or Beneficiaries.
Executive may designate a Beneficiary or Beneficiaries (contingently,
consecutively, or successively) of such death benefit and, from time to time,
may change his or her designated Beneficiary. A Beneficiary may be a trust. A
beneficiary designation shall be made in writing in a form prescribed by the
Company and delivered to the Company while the Participant is alive. If there
is no designated Beneficiary surviving at the death of a Participant, payment
of any death benefit of the Participant shall be made to the persons and in the
proportions which any death benefit under the Stifle Financial Corp. Employee
Stock Ownership Plan is or would be payable.
SECTION 9. UNITS NON-TRANSFERABLE
Stock Units awarded hereunder shall not be transferable by Executive.
Except as may be required by the federal income tax withholding provisions of
the Code or by the tax laws of any State, the interests of Executive and his
Beneficiaries under this Agreement are not subject to the claims of their
creditors and may not be voluntarily or involuntarily sold, transferred,
alienated, assigned, pledged, anticipated, or encumbered. Any attempt by
Executive or a Beneficiary to sell, transfer, alienate, assign, pledge,
anticipate, encumber, charge or otherwise dispose of any right to benefits
payable hereunder shall be void.
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Stock Unit Agreement
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Section 10. 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 number of Stock Units credited to Executive's Stock
Unit Account shall be adjusted appropriately so that the number of Stock Units
credited to Executive's Stock Unit Account after such an event shall equal the
number of shares of Stock a shareholder would own after such an event if the
shareholder, at the time such an event occurred, had owned shares of Stock
equal to the number of Stock Units credited to Executive's Stock Unit Account
immediately before such an event.
Section 11. Tax Withholding
The Company shall not be obligated to transfer any shares of Stock until
Executive pays to the Company or a Subsidiary in cash, or any other form of
property, including Stock, acceptable to the Company, the amount required to be
withheld from the wages of Executive with respect to such shares. Executive may
elect to have such withholding satisfied by a reduction of the number of shares
otherwise transferable under this Agreement at such time, such reduction to be
calculated based on the closing market price of the Stock on the day Executive
gives written notice of such election to the Company.
Section 12. Source of Payment
Shares of Stock transferable to Executive, or his Beneficiary, under this
Agreement may be either Treasury shares, authorized but unissued shares, or any
combination of such stock. The Company shall have no duties to segregate or set
aside any assets to secure Executive's right to receive shares of Stock under
this Agreement. Executive shall not have any rights with respect to transfer of
shares of Stock under this Agreement other than the unsecured right to receive
shares of Stock from the Company.
Section 13. Amendment
This Agreement may be amended by mutual consent of the parties hereto by
written agreement.
Section 14. Governing Law
This Agreement shall be construed and administered in accordance with the
laws of the State of Missouri.
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Stock Unit Agreement
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IN WITNESS WHEREOF, the Company and Executive have caused this Agreement
to be executed on this 11th day of January, 2000.
STIFEL FINANCIAL CORP.
By: /s/ Ronald J. Kruszewski
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Title: President & CEO
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"Company"
By: /s/ James M. Zemlyak
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James M. Zemlyak
"Executive"
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