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 (“Incentive Stock Purchase
Obligation”), 1,000,000 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 Incentive
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 Incentive Stock Purchase Obligation shall be
consummated and you shall purchase Shares only through the use of
fifty (50%) of your gross 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), payable to you pursuant to the
provisions of Paragraph 6(b)(ii) of your Employment Agreement
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 Incentive 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 Incentive 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 Incentive 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 Incentive 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 Incentive 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 Incentive Stock Purchase Obligation shall pass by will or
by the applicable laws of descent and distribution.
4. The
Incentive 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 Incentive 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 inte
|
