Exhibit 10(t)
STIFEL FINANCIAL CORP.
STOCK UNIT AGREEMENT
Stifel Financial Corp., a Delaware Corporation ("Company") and Scott B.
McCuaig ("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; and
WHEREAS, Executive previously received an award of 38,095 restricted shares
of Stock; and
WHEREAS, the Board of Directors of the Company declared a 5% stock dividend
effective February 12, 1998; and another 5% stock dividend effective February
25, 1999; and as a result of such stock dividends, such number of shares now
totals 41,988; and
WHEREAS, 8,400 of such shares vested on February 4, 1999, and the remaining
33,598 of such shares remain subject to restrictions and are subject to
substantial risk of forfeiture; and
WHEREAS, Executive has agreed to exchange the unvested 33,598 restricted
shares of Stock in return for an award of 33,598 Stock Units in replacement of
such restricted stock; and
WHEREAS, the Compensation Committee of the Board of Directors of the
Company, as Administrator of the Plan, wishes to cause the Company to redeem
such 33,598 unvested restricted shares and to grant Executive 33,598 Stock Units
to replace the shares of Stock surrendered by Executive;
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 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 (c) at least a majority
of the members of the board of directors of the corporation resulting from such
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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 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 December 31, 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.
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SECTION 2. AWARD
Subject to the terms of this Agreement, in exchange for the 33,598 shares
of unvested restricted Stock previously awarded to Executive, the Company hereby
awards to Executive 33,598 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.
SECTION 4. VOTING
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>
STOCK UNITS BECOMING VESTED AGGREGATED STOCK UNITS
VESTING DATE ON SUCH DATE VESTED
- ---------------- --------------------------- ----------------------
February 4, 2000 8,400 8,400
February 4, 2001 8,400 16,800
February 4, 2002 8,399 25,199
February 4, 2003 8,399 33,598
</Table>
In the event Executive dies while employed, or terminates employment on
account of his Permanent Disability, before February 4, 2003, 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 4 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.
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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 the Executive's consent: (a) the assignment to the Executive of any
duties inconsistent in any material respect with his positions as President and
Chief Executive Officer of the Company (including 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 the Executive; or (b) any failure by the Company to provide the compensation
and benefits to which the 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 the Executive; or (c)
the Company requiring Executive to be based at a location that is more than
fifty miles for St. Louis, MO.
In the event of the termination of employment of the 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 seven years beginning January
1, 2007. The number of shares of Stock in each installment shall be determined
under the declining balance accounting method, based on the number of Stock
Units credited to Executive's Stock Unit Account as of the beginning of each
year in the installment payment period. For example, shares of Stock equal to
1/7 of the Stock Units credited to Executive's Stock Unit Account as of January
1, 2007 shall be transferred to Executive
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as soon as administratively practical in 2007; 1/6 of the Stock Units credited
to Executive's Stock Unit Account as of January 1, 2008 shall be transferred to
Executive as soon as administratively practical in 2008; and so on, with the
balance distributed in the seventh 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. 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.
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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.
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
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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.
IN WITNESS WHEREOF, the Company and Executive have caused this Agreement to
be executed on this 30th day of December 1999.
STIFEL FINANCIAL CORP.
By: /s/ Charles R. Hartman
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Title: Secretary
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By: /s/ Scott B. McCuaig
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Scott B. McCuaig
Executive
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