SEPARATION
AGREEMENT
THIS SEPARATION AGREEMENT (this
“ Agreement ”) is made as of the 9th day of
February, 2009 by and between RODMAN & RENSHAW CAPITAL GROUP,
INC., a Delaware corporation (the " Company ") having a
principal place of business at 1251 Avenue of the Americas, New
York, New York 10020 and MICHAEL LACOVARA, residing at 33 Sherwood
Avenue, Greenwich, Connecticut 06831 (" ML ").
WHEREAS, ML is a member of
the Board of Directors of the Company (the “ Board
”); and
WHEREAS , ML and the
Company are parties to an Employment Agreement dated as of August
9, 2007 (the “ Employment Agreement ”); and
WHEREAS, ML and the
Company have agreed to settle all matters relating to the cessation
of ML’s employment with the Company and service as a member
of the Board.
NOW, THEREFORE , the
parties agree as follows:
1. Board Resignation . ML
hereby resigns as a member of the Board and as an officer and
director, as applicable, of the Company and all entities affiliated
with the Company, effective immediately.
2. Termination of Employment
Agreement .
(a)
Except as set forth in subsection (b) of this Section 2, the
Employment Agreement is hereby terminated as of the date hereof
(the “ Termination Date ”) and ML’s
employment with the Company shall terminate as of the date
hereof.
(b)
The following provisions of the Employment Agreement shall continue
in full force and effect as set forth therein:
(i)
Section 7;
(ii)
Section 9; and
(iii)
Sections 10(b), (c), (d), (e) and (f); provided ,
however , nothing contained in Section 10(c) of the
Employment Agreement shall preclude ML from, directly or
indirectly, hiring or soliciting, or causing others to hire or
solicit his executive assistant, Brie St. Laurent.
3. Termination Payment . In
accordance with the terms of Section 8(a)(iii) of the Employment
Agreement, the Company shall pay ML the sum of $475,000, less any
applicable federal, state and local withholding taxes, within five
(5) business days of the execution and delivery of this
Agreement.
4. Continuation of Healthcare
Coverage . The Company will make available to ML, pursuant to
the continuation of coverage provisions described in Section 4980B
of the Internal Revenue Code and Sections 601 through 625 of ERISA
(the “ Continuation Coverage ”), the healthcare
coverage that is currently provided to ML. ML shall contribute to
the payment therefor the same monthly amount which was being
withheld from his salary prior to termination of the Employment
Agreement. Notwithstanding the foregoing, the Company’s
obligation to contribute to the cost of the Continuation Coverage
shall terminate upon the earliest of (i) December 31, 2009, (ii)
the date on which ML is eligible to participate in the healthcare
coverage available to him as a result of obtaining new employment,
or (iii) the date on which ML otherwise elects to discontinue the
Continuation Coverage.
5. Expense Reimbursement .
Within ten (10) business days of the date hereof, ML shall submit a
final business expense reimbursement report to the chief financial
officer of the Company setting forth in reasonable detail all
unreimbursed business-related expenses incurred by him through the
date hereof together with the appropriate receipts, bills and
statements in
2
support thereof. Within ten (10) calendar
days of its receipt of such report, the Company shall issue a check
payable to ML in an amount equal to the total unreimbursed business
expenses set forth on such report; provided , however
, the Company may deduct any amounts it reasonably believe do not
constitute legitimate reimbursable business expenses.
6. No Other Amounts Due .
Except as provided in Sections 3, 4, 5 and 7 hereof, and a bonus
payment of $400,000 for the second half of calendar year 2008,
which will be paid within five (5) business days of the execution
and delivery of this Agreement, less any applicable federal, state
and local withholding taxes, ML affirms that he has been paid
and/or has received all leave (paid or unpaid), compensation,
wages, bonuses, commissions, vacation pay and/or benefits to which
he may be entitled and that no other leave (paid or unpaid),
compensation, wages, bonuses, commissions, vacation pay and/or
benefits are due to ML.
7. Restricted Stock Units and
Stock Options .
(a)
Upon execution and delivery of this Agreement:
(i)
All 879,605 restricted stock units of the Company previously
granted to ML shall immediately vest and shall be subject to the
settlement provisions of the respective grant agreements.
(ii)
All stock options previously granted by the Company to ML shall
immediately vest and be exercisable in full in accordance with the
terms of the Stock Option Agreement dated October 16, 2007.
(iii)
ML acknowl
