EXHIBIT 10.13.4
JMP GROUP INC.
2008 COMPENSATION
PROGRAM
ELECTION FORM AND
AGREEMENT
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Participant’s Name and Address:
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You (the “ Participant
”) have been selected to participate in the JMP Group Inc.
2008 Compensation Program (the “ Program ”),
subject to the terms and conditions of this election form and
agreement (the “ Election Form ”) and the
related agreement attached hereto setting forth the additional
terms and conditions applicable to your participation in the
Program (the “ Participation Agreement
”).
As a participant in the Program, a
portion of your annual compensation (net of required tax
withholding) (the “ Retention Amount ”) will be
allocated to the investment alternative you elect below. If you
successfully complete your two-year term of participation (the
“ Retention Period ”), the Participant Covenants
set forth below will lapse and you will be entitled to retain your
Retention Amount, inclusive of any related gains or losses. Except
as otherwise provided below, your failure to abide by the terms of
the Election Form or to comply with the terms of the Participation
Agreement from the date hereof and through the end of the Retention
Period will result in the forfeiture of some or all your Retention
Amount or trigger the liquidated damages provision described below
in the Participation Agreement, as applicable.
Capitalized terms not otherwise
defined in this Election Form shall have the meanings assigned in
the Participation Agreement.
Please return
this completed and signed Election Form in hard copy or PDF form to
Allison Miller with a copy to Raymond Jackson on or prior to 1:00
p.m PST/4:00 p.m. EST on Thursday, February 5
th
. IF YOUR
ELECTION FORM IS NOT RECEIVED BY THIS DEADLINE, YOU WILL BE
DEEMED TO HAVE ELECTED TO ALLOCATE YOUR DEFERRAL TO RESTRICTED
STOCK AS DESCRIBED BELOW.
Notwithstanding the foregoing or
anything herein to the contrary, you must sign and return this
Election Form in order to participate in the Program or receive any
amounts under it.
Page 1 of 4
TERMS OF
PARTICIPATION
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Retention Period
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February 5, 2009 through December 31,
2010
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Amount of
Retention Amount
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As a Participant, your Retention Amount under
the Program will be determined as a percentage of your annual
compensation.
Your retention percentage is _____.
The dollar amount of your Retention
Amount is $_______________.
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Allocation
of Retention Amount
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Your Retention Amount may be allocated to any
one of the following alternatives. If you do not specify
otherwise, your Retention Amount will be allocated to JMP Group
restricted stock.
¨
Cash
¨
JMP
Group Restricted Stock
Note: The number of shares of
JMP Group restricted stock you receive will be determined based on
the amount of your Retention Amount and the closing price per share
for JMP Group common stock on the date of award. Any remaining
portion of your Retention Amount insufficient to purchase a whole
share of JMP Group common stock will be paid to you in
cash.
The following alternative is available only to
employees in the Asset Management group for funds managed by
Harvest Capital Strategies LLC (a “Company
Fund”):
¨
Company
Fund (check one):
¨
[specify]
¨
[specify]
¨
[specify]
Note: Your initial
contribution and capital account balance for the fund you choose
will be your Retention Amount. If you elect this alternative, your
Retention Amount will be allocated to the specified fund on March
1, 2009.
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Tax
Withholding
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Prior to its
allocation under the Program, the compensation comprising your
Retention Amount is subject to tax withholding at
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Page 2 of 4
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the applicable
rate.
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Forfeiture and
Repayment Schedule
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Your Retention
Amount will be subject to forfeiture according to the schedule
below in the event of (i) your termination of employment for Cause;
or (ii) your violation of any of the Participant Covenants set
forth below, in each case during or prior to the expiration of the
Retention Period:
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Date of Forfeiture
Event
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Forfeiture/Repayment
Percentage
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On or before
December 31, 2009
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100%
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On or after
January 1, 2010 and prior to January 1, 2011
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50%
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In the event of
your death or Disability or a Change in Control of the Company
(each as defined in the Participation Agreement), the foregoing
forfeiture and repayment requirements will automatically
terminate.
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IN WITNESS WHEREOF, the Company and
the Participant have executed this Election Form and agree that the
Participant’s Retention Amount is to be governed by the terms
and conditions of this Election Form, the Participation Agreement,
and any ancillary agreements (including, but not limited to any
restricted stock award agreement).
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JMP Group Inc.
a Delaware corporation
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By:
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Title:
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Page 3 of 4
I ACKNOWLEDGE AND UNDERSTAND THAT MY DEFERRAL
UNDER THE PROGRAM IS SUBJECT TO FORFEITURE AND/OR REPAYMENT
REQUIREMENTS, WHICH REQUIREMENTS SHALL TERMINATE, IF AT ALL, ONLY
IN ACCORDANCE WITH THE TERMS OF THE ELECTION FORM, THE
PARTICIPATION AGREEMENT, AND ANY ANCILLARY AGREEMENTS (INCLUDING,
BUT NOT LIMITED TO, ANY RESTRICTED STOCK AWARD AGREEMENT) AND NOT
THROUGH THE ACT OF BEING HIRED OR BEING PERMITTED TO MAKE AN
ELECTION UNDER THE PROGRAM. I FURTHER ACKNOWLEDGE AND UNDERSTAND
THAT NOTHING IN THIS ELECTION FORM OR THE PARTICIPATION AGREEMENT
SHALL CONFER UPON ME ANY RIGHT WITH RESPECT TO FUTURE COMPENSATION
OR CONTINUATION OF MY EMPLOYMENT, NOR SHALL IT INTERFERE IN ANY WAY
WITH MY RIGHT OR THE RIGHT OF THE COMPANY TO TERMINATE MY
EMPLOYMENT, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. I
ACKNOWLEDGES THAT UNLESS I HAVE A WRITTEN EMPLOYMENT AGREEMENT WITH
THE COMPANY TO THE CONTRARY, THE GRANTEE’S EMPLOYMENT STATUS
IS “AT WILL.”
I acknowledge receipt of a copy of
the Participation Agreement and any ancillary agreements (including
but not limited to any restricted stock award agreement) and
represents that I am familiar with the terms and provisions
thereof, and hereby accept participation in the Program subject to
all of the terms and provisions hereof and thereof. I acknowledge
that I have reviewed this Election Form, the Participation
Agreement, and any ancillary agreements in their entirety, have had
an opportunity to obtain the advice of counsel prior to executing
this Election Form and fully understands all provisions of this
Election Form, the Participation Agreement, and any ancillary
agreements. I hereby agree that all questions of interpretation and
administration relating to this Election Form, the Participation
Agreement, and any ancillary agreements shall be resolved by the
Company in its sole discretion. I further agree to arbitration in
accordance with Section 5(a) of the Participation Agreement. I
further agree to notify the Company upon any change in the
residence address indicated in this Election Form.
This Election Form is executed
and agreed:
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(
Signature )
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( Date
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( Printed
Name )
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Page 4 of 4
JMP GROUP INC.
2008 COMPENSATION
PROGRAM
Participation
Agreement
The following additional terms and
conditions shall be applicable to the Participant’s Retention
Amount under the Program (the “ Participation
Agreement ”).
1. Allocation of Retention
Amounts .
(a) Cash Alternative . If the
Participant elects to allocate his or her Retention Amount to the
cash alternative, such Retention Amount will retained and invested
in a money-market fund specified by the Company. Any earnings or
losses allocable to the Participant’s Retention Amount during
the Retention Period will be subject to all required periodic tax
reporting requirements.
(b) Restricted Stock
Alternative . A Participant electing to allocate his or her
Retention Amount to the restricted stock alternative will be
required to execute a separate “restricted stock award
agreement” (the “ Award Agreement ”)
pursuant to the terms of the JMP Group Inc. 2007 Equity Incentive
Plan (the “ Plan ”). Any shares of restricted
stock issued to the Participant will be subject to the terms to the
applicable terms of this Participation Agreement, the Award
Agreement, and the Plan. The number of shares of restricted stock
issued to the Participant will be determined by dividing the dollar
amount of the Participant’s Retention Amount by the closing
price of one (1) share of the Common Stock (as defined below)
on the applicable date of award.
(c) Company Fund Alternative
. A Participant electing to allocate his or her Retention Amount to
an investment fund managed by Harvest Capital Strategies LLC (a
“ Company Fund ”) will be subject to the
applicable terms of this Participation Agreement and the governing
documents under which the Company Fund is organized and operated,
including any additional terms and conditions such Fund imposes
with respect to such capital contribution. The initial capital
contribution to the applicable Company Fund will be the
Participant’s Retention Amount and shall be invested in the
Fund as of the first day of the month following the date of
Participant’s receipt of the Retention Amount.
2. Forfeiture of Retention
Amounts . In the event of the Participant’s termination
for Cause or violation of any of the Participant Covenants prior to
the end of the Retention Period (each, a “ Forfeiture
Event ”), the Participant will be subject to the
following forfeiture provisions. As a condition of the
Participant’s participation in the Program, the Company may
require the Participant to enter into a separate restricted stock
award agreement, or a liquidated damages, pledge, or other similar
agreement securing his or her obligations under this
Section 2.
(a) Cash and Company Fund
Accounts . If, after electing to allocate his or her Retention
Amount to the cash alternative or the Company Fund alternative, the
Participant experiences a Forfeiture Event, such Participant shall
be liable to the Company for an amount equal to (i) one
hundred percent (100%) of the Retention Amount if the
Forfeiture Event occurs on or before December 31, 2009; and
(ii) fifty percent (50%) of the Retention Amount if
the
Page 1 of 8
Forfeiture Event occurs on or after
January 1, 2010 and on or before December 31, 2010 (the
“ Liquidated Damages ”). The Participant
acknowledges and agrees that the Liquidated Damages are reasonable
in proportion to the probable damages likely to be sustained by the
Company if a Forfeiture Event occurs, that the amount of actual
damages to be sustained by the Company in such event is incapable
of precise estimation, and that such forfeiture is not intended to
constitute a penalty or punitive damages for any purposes. The
Participant’s payment of Liquidated Damages under this
Section 2(a) will not be construed as a release or waiver by
the Company of the right to prevent the continuation of any such
violation of such Participant Covenants in equity (including
injunctive relief) or otherwise.
(b) Restricted Stock Account
. If, after electing to allocate his or her Retention Amount to the
cash alternative or the restricted stock alternative, the
Participant experiences a Forfeiture Event, such Participant shall
immediately forfeit (i) one hundred percent (100%) of his
or her restricted stock award if the Forfeiture Event occurs on or
before December 31, 2009; and (ii) fifty percent
(50%) of his or her restricted stock award if the Forfeiture
Event occurs on or after January 1, 2010 and on or before
December 31, 2010. The Participant’
