AMENDED AND RESTATED 2005 RAYMOND JAMES FINANCIAL, INC. RESTRICTED STOCK PLANShareholder Agreement |
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Exhibit
10.8
COMPOSITE VERSION OF
2005
RAYMOND JAMES FINANCIAL, INC.
RESTRICTED STOCK PLAN
Initially
effective February 17, 2005 and amended on February 16, 2006,
May 24, 2006, November 27, 2006 ( the November 27, 2007
amendments were approved by shareholders on February 15, 2007)
and August 22, 2007 (the August 22, 2007 amendment is
indicated by bold typeface ).
SECTION 1
PURPOSE OF THE PLAN
The
name of this plan is THE 2005 RAYMOND JAMES FINANCIAL, INC.
RESTRICTED STOCK PLAN (the " Plan "). The purpose of
the Plan is to enable RAYMOND JAMES FINANCIAL, INC. (the
"Company") and its Subsidiaries to attract, retain and
motivate employees and independent contractors associated with
the Company, to compensate them for their contributions or
anticipated contributions to the growth and profits of the
Company and to encourage ownership of stock in the Company on
the part of such personnel. The Plan provides incentives to
employees and independent contractors associated with the
Company or to be associated with the Company, which are linked
directly to increases in stockholder value and will therefore
inure to the benefit of all stockholders of the
Company.
SECTION 2
DEFINITIONS
For
purposes of the Plan, the following terms shall be defined as
set forth below:
(a) "
Board " means the Board of Directors of the Company. If
one or more Committees have been appointed by the Board to
administer the Plan, "Board" shall refer to such Committee,
except where the context otherwise requires or the terms
hereof provide for authority to be exercised or decisions made
by the Board in direct relation to the Committee.
(b)
" Cause " means termination by the
Company or a Subsidiary of a Participant's employment or
association with the Company upon (i) the willful and
continued failure by such Participant to substantially
perform his duties with the Company or a Subsidiary (other
than any such failure resulting from incapacity due to
physical or mental illness), or (ii) the willful engaging by
a Participant in conduct which is demonstrably and materially
injurious to the Company or a Subsidiary, monetarily or
otherwise. For purposes of this Subsection, no act, or
failure to act, on a Participant's part shall be deemed
"willful" unless done, or omitted to be done, by such
Participant not in good faith and without reasonable belief
that his action or omission was in the best interest of the
Company or a Subsidiary.
(c) "
Code " means the Internal Revenue Code of 1986, as
amended from time to time.
(d) "
Committee " means the Compensation Committee of the
Board, appointed by the Board from among its members and
shall consist of not less than three members thereof who are
and shall remain Committee members only so long as they
remain "disinterested persons" as defined in Rule 16b-3 under
the Securities Exchange Act of 1934, as amended (the "1934
Act").
(e) "
Disability " means permanent and total disability as
determined under the Company's long-term disability
plan.
(f) "
Eligible Person " means an employee or a potential
employee of the Company or any Subsidiary as well as
independent contractors associated with or to be associated
with the Company or its Subsidiaries as described in
Section 3 .
(g) "
Participant " means an Eligible Person selected or
ratified for selection by the Committee or a senior executive
officer of the Company, pursuant to the Committee’s
authority or the officer’s authority, as the case may
be, in Section 6 , to receive an Award of Restricted
Stock or of an Award of a Restricted Stock Unit.
(i) "
Restricted Stock " means an award of shares of Stock that is
subject to the restrictions set forth in Section 5
.
(j) "
Restricted Stock Unit " means an award of the right to
receive Stock or cash or a combination thereof upon
settlement that is subject to the restrictions set forth in
Section 5A .
(k) "
Retirement " means, unless otherwise defined in the
documented grant of the specific award to the Participant, a
Participant’s separation of service from the Company or
any Subsidiary after attainment of age 65.
(l) "
Section 16(a) Person " means any officer or director
of the Company or any Subsidiary who is subject to the
reporting requirements of Section 16(a) of the 1934
Act.
(m) "
Stock " means the common stock of the Company, $.01
par value.
(n) "
Subsidiary " means any corporation (other than the
Company) 50% or more of the total combined voting power of
all classes of stock of which is owned, directly or
indirectly, by the Company.
SECTION 3
ELIGIBILITY AND PARTICIPATION
Employees of the Company
and its Subsidiaries and/or persons being recruited for
employment, as well as independent contractors associated
with and/or being recruited for association with the Company
or its Subsidiaries, who are or will be responsible for or
contribute to the management, growth and/or profitability of
the Company or its Subsidiaries shall be eligible to
participate in the Plan. The Participants under the Plan
shall be selected from time to time by the Committee, in its
sole discretion, from among Eligible Persons.
SECTION 4
AMOUNT AND FORM OF AWARDS
(a) The
Committee, in its sole discretion, shall determine and grant
the awards of Restricted Stock and Restricted Stock Units to
be granted under the Plan, provided, however, that awards
under this Plan may be determined and granted by senior
executive officers of the Company, based on recommendations
of various departments or Subsidiaries of the Company, in
connection with the initial association of an individual who
upon association will qualify as an Eligible
Person. A Participant will receive such awards in
Restricted Stock or Restricted Stock Units, as designated in
the grant.
(b) The
maximum number of shares of Stock which may be issued under
the Plan as Restricted Stock or which may be covered by
Restricted Stock Units, when aggregated, shall be (1)
4,250,000 in total and (2) 1, 200,000 in any
fiscal year, subject to adjustment as provided in Section 7,
and, with respect to any Restricted Stock, such shares may be
authorized but unissued shares, or previously issued shares
reacquired by the Company, or both. In the event
Restricted Stock or a Restricted Stock Unit is forfeited prior
to the end of the Restricted Period, the shares of Stock so
forfeited or the number of shares to which the forfeited
Restricted Stock Unit relates, shall immediately become
available for future awards.
SECTION 5
RESTRICTED STOCK
(a) The
number of shares of Restricted Stock awarded to a Participant
under the Plan will be determined in accordance with Section
4(a). For purposes of this Plan, the fair market
value of Stock for an award will be the Stock’s closing
price on the New York Stock Exchange or the last sale price on
any other national securities exchange registered under the
Securities and Exchange Act of 1934, as amended, upon which
the Stock is then listed on such date, or if the Stock was not
traded on such date, on the next preceding day on which sales
of shares of the Stock were reported, all as determined by the
Committee.
(b) A
"book entry" (i.e., a computerized or manual entry) shall be
made in the records of the Company to evidence an award of
shares of Restricted Stock to a Participant. All shares of
Restricted Stock shall be held in an individual account for
each Participant until the Restricted Period (as defined in
Section 5(c) ) has expired. Such Company records
shall, absent manifest error, be binding on the
Participants.
(c) The
shares of Restricted Stock awarded pursuant to this Section 5
shall be subject to the restrictions and conditions set forth
in the underlying contracts with the Participants and/or as
set forth in the documented grant of any award pursuant to
this Plan to the Participants.
(d) Unless
the Committee in its sole discretion shall determine
otherwise at or prior to the time of the grant of any award,
the Participant shall have the right to direct the vote of
his shares of Restricted Stock during the Restricted Period.
The Participant shall have the right to receive any regular
dividends on such shares of Restricted Stock. The Committee
shall in its sole discretion determine the Participant's
rights with respect to extraordinary dividends on the shares
of Restricted Stock.
(e) Shares
of Restricted Stock shall be delivered to the Participant in
accordance with Section 9(a) promptly after, and only
after, the Restricted Period shall expire (or such earlier
time as the restrictions may lapse in accordance with
Section 5(c) ) without forfeiture in respect of such
shares of Restricted Stock.
(f) Subject
to the provisions of Section 5(c) , the following
provisions shall apply to a Participant's shares of Restricted
Stock prior to the end of the Restricted Period (including
extensions):
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