LADENBURG THALMANN FINANCIAL
SERVICES INC.
590 Madison Avenue, 34 th Floor
New York, NY 10022
Mr. Steven
M. Cohen
19 Linden Lane
Old Westbury, NY 11568
We are pleased to
inform you that Ladenburg Thalmann Financial Services Inc. (the
“Company”) has granted you the right to purchase, and
you have agreed to purchase (“Stock Purchase
Obligation”), 2,500,000 shares of the Company’s common
stock, par value $.0001 per share (the “Common Stock”),
at a purchase price of $0.53 per share (the shares of Common Stock
to be purchased are referred to hereinafter as the
“Shares”). Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the
employment agreement, dated as of August 23, 2005, between you
and the Company (“Employment Agreement”).
1. Subject to
the terms hereof, you shall purchase the Shares from time to time
on or prior to September 25, 2015 (after which the Stock
Purchase Obligation will, to the extent not previously consummated,
expire).
2. All Shares
must be purchased for cash. While you are an employee of the
Company, the Stock Purchase Obligation shall be consummated and you
shall purchase Shares only through the use of your compensation
(withheld from Employee’s net payroll after withholding and
applied quarterly to the purchase price for the shares, all in
accordance with the Stock Purchase Agreement) in excess of
$1,100,000 payable to you pursuant to the provisions of
Paragraph 6(b)(i) of your Employment Agreement per calendar
year (pro-rated for a partial calendar year) from and after the
Commencement Date. The Company shall withhold such payments from
your net payroll after withholding and apply them quarterly to the
purchase price for the Shares. Certificates evidencing the Shares
shall be issued promptly thereafter. You acknowledge and understand
that the Stock Purchase Obligation is not an option and that you
are contractually committed to purchase Shares using your
compensation in accordance with the terms hereof.
3. In the
event that your employment is terminated by reason of your death or
Disability, the Stock Purchase Obligation shall remain effective
for a period of one year following termination of employment, but
not later than September 25, 2015. In the event your
employment is terminated for any reason other than death or
Disability, the Stock Purchase Obligation shall thereupon
terminate; provided, however , that if your employment is
terminated by the Company without Cause or by you for Good Reason,
then the Stock Purchase Obligation
shall remain
effective for a period of three months following termination of
employment, but not later than September 25, 2015. In the
event of your death or Disability, the Stock Purchase Obligation
may be consummated and Shares may be purchased by your personal
representative or representatives, or by the person or persons to
whom your rights under the Stock Purchase Obligation shall pass by
will or by the applicable laws of descent and
distribution.
4. The Stock
Purchase Obligation is not transferable except by will or the
applicable laws of descent and distribution. Notwithstanding the
foregoing, with the approval of the Compensation Committee, you may
transfer the Stock Purchase Obligation (i) (A) by gift, for no
consideration, or (B) pursuant to a domestic relations order,
in either case, to or for the benefit of your “Immediate
Family” (as defined below), or (ii) to an entity in
which you and/or members of your Immediate Family own more than
fifty percent of the voting interest, in exchange for an interest
in t
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