EXHIBIT 10.3
LADENBURG THALMANN FINANCIAL SERVICES INC.
590 Madison Avenue, 34th Floor
New York, NY 10022
As of September 26, 2005
Mr. Steven M. Cohen
19 Linden Lane
Old Westbury, NY 11568
Dear Mr. Cohen:
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 Companys 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 Employees 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 interest in that entity, provided that such transfer is being made for estate, tax
and/or personal planning purposes and will not have adverse tax consequences to the Company and
subject to such limits as the Compensation Committee may establish and the execution of such
documents as the Compensation Committee may require. In such event, the transferee shall remain
subject to all the terms and conditions applicable to the Incentive Stock Purchase Obligation prior
to such transfer. The term Immediate Family shall mean any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, any person sharing your household (other than a tenant or employee), a trust in
which these persons have more than fifty percent beneficial interest, and a foundation in which
these persons (or you) control the management of the assets.
5. In the event of any change in the shares of Common Stock of the Company as a whole
occurring as the result of a stock split, reverse stock split, stock dividend payable on shares of
Common Stock, combination or exchange of shares, or other extraordinary or unusual event occurring
after the date hereof, the Board of Directors of the Company (the Board) shall make appropriate
adjustments in the terms of the Incentive Stock Purchase Obligation to preserve the economic
interest of the grant. Any such adjustments will be made by the Board, whose determination will be
final, binding and conclusive.
6. The Incentive Stock Purchase Obligation does not confer on you any right to continue in the
employ of the Company or any of its subsidiaries or affiliates or interfere in any way with the
right of the Company or its subsidiaries or affiliates to terminate the term of your employment.
7. The Company shall require as a condition to the purchase of any Shares that you pay to the
Company, or make other arrangements regarding the payment of, any federal state or local taxes
required by law to be withheld as a result of such purchase.
8. Unless at the time of the purchase of any Shares a registration statement under the
Securities Act of 1933, as amended (the Act), is in effect as to the Shares, the Shares shall be
acquired for investment and not for sale or distribution, and if the Company so requests, upon the
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purchase of any Shares, you agree to execute and deliver to the Company a reasonable
certificate to such effect.
9. You agree to abide by all of the Companys policies in effect at the time you acquire any
Shares and thereafter, including the Companys Insider Trading Policy, with respect to the
ownership and trading of the Companys securities.
10. The Company represents and warrants to you as follows: (i) this Agreement and the
Incentive Stock Purchase Obligation hereunder have been authorized by all necessary corporate
action by the Company and this letter is a valid and binding Agreement of the Company enforceable
against the Company in accordance with its terms; (ii) the Company will obtain, at its expense, any
regulatory approvals necessary or advisable in connection with the Incentive Stock Purchase
Obligation or the issuance of the Shares; and (iii) the Company currently has reserved and
available, and will continue to have reserved and available during the term of the Incentive Stock
Purchase Obligation, sufficient authorized and issued shares of its Common Stock for issuance upon
purchase by you hereunder.
11. Promptly following the date hereof, the Company shall use its best efforts to file and
keep in effect a Registration Statement on Form S-8 or other applicable form to register under the
Act the resale of the Shares purchasable by you.
12. This Agreement contains all the understandings between the Company and you pertaining to
the matters referred to herein, and supercedes all undertakings and agreements, whether oral or in
writing, previously entered into by the Company and you with respect hereto. No provision of this
Agreement may be amended or waived unless such amendment or waiver is agreed to in writing signed
by you and a duly authorized officer of the Company. No waiver by the Company or you of any breach
by the other party hereto of any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same
time, any prior time or any subsequent time. If any provision of this Agreement or the application
of any such provision to any party or circumstances shall be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the
application of such provision to such person or circumstances other than those to which it is so
determined to be invalid and unenforceable, shall not be affected thereby, and each provision
hereof shall be validated and shall be enforced to the fullest extent permitted by law. This
Agreement will be governed by and construed in accordance with the laws of the State of New York,
without regard to its conflicts of laws principles. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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Would you kindly evidence your agreement to comply with the provisions hereof by executing
this Agreement in the space provided below.
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Very truly yours,
LADENBURG THALMANN FINANCIAL SERVICES INC.
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By: |
/s/ Salvatore Giardina
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Salvatore Giardina |
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Vice President and Chief Financial Officer |
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AGREED TO AND ACCEPTED:
/s/ Steven M. Cohen
STEVEN M. COHEN
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