Exhibit 10.21
COHEN BROTHERS,
LLC
2009 Senior Managers’ Cash
Bonus Retention Plan
1. Purpose . The purpose of
the Cohen Brothers, LLC 2009 Senior Managers’ Cash Bonus
Retention Plan (the “Plan”) is to provide cash bonuses
for eligible participants in order to provide an incentive to such
participants to continue in the employ of Cohen Brothers, LLC (the
“Company”) during the first nine months of 2009. This
is intended to encourage participants to remain focused on their
service with the Company, notwithstanding distractions attributable
to general economic, Company and market conditions. The payment of
cash bonuses under the Plan will be made in the last quarter of
2008 or the first quarter of 2009, contingent on the eligible
participants providing services to the Company during the first
nine months of 2009, and such other requirements, all as set forth
herein.
2. Definitions . The
following words and phrases as used herein shall have the following
meanings, unless a different meaning is plainly required by the
context:
(a) “Board” shall mean
the Board of Managers of the Company.
(b) “Cause” shall have
the meaning set forth in the Participant’s Senior Management
Agreement with the Company.
(c) “Change of Control”
shall mean any one of the following events:
(i) The direct or indirect sale,
transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related
transactions, of all or substantially all of the properties or
assets of the Company and its subsidiaries, taken as a whole, to
any person;
(ii) The adoption by the members of
the Company of a plan relating to the liquidation or dissolution of
the Company; or
(iii) The Company consolidates with,
or merges with or into, any person, or any person consolidates
with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the outstanding
membership interests of the Company or such other person is
converted into or exchanged for cash, securities or other property,
other than in connection with an internal reorganization of the
Company.
(d) “Code” shall mean
the Internal Revenue Code of 1986, as amended.
(e) “Committee” shall
mean the Board, or such committee as may be established by the
Board to act as the administrative committee with respect to the
Plan.
(f) “Disability” shall
mean a Participant’s inability to perform substantially and
continuously the duties assigned to him due to a disability as
defined in the Company’s long-term disability plan then in
effect, or, if no such plan is in effect, by virtue of ill health
or other disability for more than 180 consecutive or
non-consecutive days out of any consecutive 12
month period. Notwithstanding anything herein to
the contrary, if the Company terminates a Participant’s
employment, and at the time of such termination of employment, an
agreement between the Participant and the Company is then in effect
and defines termination for “Disability,” then the term
“Disability” as used in such other agreement shall
supersede the definition of Disability defined above.
(g) “Good Reason” shall
have the meaning set forth in the Participant’s Senior
Management Agreement with the Company.
(h) “Participant” shall
mean each person designated as eligible to receive a cash bonus
under the Plan and who also executes a consent to the terms of the
Plan, as required hereunder.
(j) “Senior Management
Agreement” shall mean the Senior Management Agreement
executed by the Company and the Participant, as such Senior
Management Agreement has been (or may in the future be) amended or
amended and restated.
3. Participation . The
Participants in the Plan are those employees designated by the
Company, at its sole discretion, and as reflected on the
Company’s books and records; provided, however, that no
employee shall become a participant unless and until such employee
executes a consent to the terms of the Plan, in substantially the
form attached hereto as Exhibit A.
4. Term of Plan . The Plan
shall be in effect from January 1, 2009 through
September 30, 2009; provided, however, that the Plan shall be
considered to remain in effect to the extent the Company or any
Participant has any rights or obligations pursuant to the terms of
the Plan that remain unresolved.
5. Entitlement to Cash Bonus
.
(a) Each Participant shall be
entitled to receive a cash bonus in the amount determined at the
discretion of the Committee, subject to the satisfaction of the
requirements set forth in the Plan and such other requirements as
may be established by the Committee, at its discretion.
(b) Each Participant shall receive a
payment of his or her cash bonus in the form of a lump sum cash
payment in the last quarter of 2008 or the first quarter of 2009;
provided, however, that no Participant shall have any entitlement
to receive such cash bonus unless (i) such Participant remains
actively employed or otherwise providing services to the Company as
of the date of payment and (ii) such Participant executes a
consent agreeing to be bound by the terms of the Plan (in
substantially the form attached hereto as Exhibit A); and provided,
further, that each Participant agrees and promises that he/she
shall repay to the Company the portion of his or her cash bonus
(taking into account only the net payment actually received
by the Participant and not any amounts paid as required federal,
state or local wage or tax withholding) that is not considered to
have become vested, such vesting determination to occur in
accordance with and as provided by Section 5(c) below. To the
extent a Participant is obligated to repay a portion of his or her
cash bonus, the Company shall be entitled to enforce its right to
be repaid by any method available to it, including taking partial
or full repayment of amounts owed to the Company from amounts
otherwise owed by the Company to the
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Participant. In addition, and notwithstanding
anything to the contrary herein, a Participant’s obligation
to repay all or a portion of his or her bonus may not be waived by
the Company without the unanimous approval of such waiver by the
Board of Managers.
(c) Each Participant’s cash
bonus shall be considered to become vested as follows: Regardless
of when Participant actually receives the cash bonus (that is, even
if it occurs after a vesting date), as of January 31, the cash
bonus shall be considered to be 11.11% vested, and on each of
February 28, 2009, March 31,
2009, April 30, 2009, May 31,
2009, June 30, 2009, July 31, 2009, and
August 31, 2009 the cash bonus shall be considered to be
vested with respect to an additional 11.11%, and the cash bonus
shall be considered 100% vested as of September 30, 2009;
provided, however, that the vesting described in this
Section 5(c) shall terminate if Participant ceases to be
employed with the Company due to the Participant’s voluntary
resignation (other than voluntary resignation for Good Reason) or
if the Company terminates Participant’s employment for Cause
(the foregoing, “Forfeiture Events”), and in such case,
effective as of the date that such Participant ceases to be
employed due to a Forfeiture Event, Participant shall be entitled
to retain that portion of the cas
