JEFFERIES GROUP INC /DE/
EX-10.3
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<TYPE>EX-10.3
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<FILENAME>v51565exv10w3.htm
<DESCRIPTION>EX-10.3
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.3
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>JEFFERIES GROUP, INC.</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>2003 Incentive Compensation Plan, as Amended and Restated<BR>
Restricted Stock Units Agreement</B>

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Restricted Stock Units Agreement (the &#147;Agreement&#148;) confirms the grant on  &#95;&#95;&#95;(the
&#147;Grant Date&#148;) by Jefferies Group, Inc., a Delaware corporation (the &#147;Company&#148;), to  &#95;&#95;&#95;
(&#147;Employee&#148;) of Restricted Stock Units (the &#147;Units&#148;), including rights to Dividend Equivalents as
specified herein, as follows:
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="78%">&nbsp;</TD>
</TR>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><I>Number granted:</I>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"> &#95;&#95;&#95; Units</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><I>How Units Vest</I>:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"> &#95;&#95;&#95;% of the Units, if not previously forfeited, will vest on each
of  &#95;&#95;&#95;, provided that Employee continues to be employed by the Company or a
subsidiary on each vesting date (each, a &#147;Stated Vesting Date&#148;). In addition, if not
previously forfeited, the Units will become vested earlier upon the occurrence of
certain events relating to Termination of Employment to the extent provided in Section
4 of the Terms and Conditions of Restricted Stock Units attached hereto (the &#147;Terms and
Conditions&#148;). The terms &#147;vest&#148; and &#147;vesting&#148; mean that the Units have become
non-forfeitable, except for forfeitures specified under Section&nbsp;7.4 of the Plan. If
Employee has a Termination of Employment prior to the Stated Vesting Date and the Units
are not otherwise deemed vested by that date, the Units will be immediately forfeited
except as otherwise provided in Section&nbsp;4 of the Terms and Conditions.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><I>Settlement</I>:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Settlement of vested Units will occur on  &#95;&#95;&#95;, or as promptly as possible
upon the death or Termination of Employment due to the Disability of Employee or
Termination of Employment by the Company not for Cause following a Change in Control,
except settlement shall be deferred in certain cases in accordance with Section&nbsp;8(a) of
the Terms and Conditions (the &#147;Settlement Date&#148;). Units granted hereunder will be
settled by delivery of one Share for each Unit being settled (together with any cash or
Shares resulting from Dividend Equivalents). Any settlement required to be made
&#147;promptly&#148; under this Agreement shall in all cases be made not later than 60&nbsp;days after
the event that triggers such settlement.</TD>
</TR>
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</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Units are subject to the terms and conditions of the 2003 Incentive Compensation Plan, as
amended and restated (the &#147;Plan&#148;), and this Agreement, including the Terms and Conditions attached
hereto. The number of Units, the kind of shares deliverable in settlement of Units, and other
terms relating to the Units are subject to adjustment in accordance with Section&nbsp;5 of the Terms and
Conditions and Section&nbsp;5.3 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee acknowledges and agrees that (i)&nbsp;Units are nontransferable, except as provided in
Section&nbsp;3 of the Terms and Conditions and Section&nbsp;9.2 of the Plan, (ii)&nbsp;Units, and certain amounts
of gain realized upon settlement of Units, are subject to forfeiture, whether during employment or
following a Termination of Employment, in the event Employee fails to meet applicable requirements
relating to non-solicitation, confidentiality, and related matters with respect to the Company and
its subsidiaries and affiliates (together, &#147;Group,&#148; and each entity included in Group being a
&#147;Group Entity&#148;), as set forth in Section&nbsp;7.4 of the Plan and (iii)&nbsp;sales of shares delivered in
settlement of Units will be subject to the Company&#146;s policies regulating trading by employees if
the recipient is then an employee of the Company.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employee hereby accepts the Units described in this Agreement, and agrees to be bound by the
terms and administrative provisions set forth in the Plan and this Agreement. Employee hereby
further agrees that all the decisions and determinations of the Committee shall be final and
binding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, JEFFERIES GROUP, INC. has caused this Agreement to be executed by its
officer thereunto duly authorized, and Employee has duly executed this Agreement, by which each has
agreed to the terms of this Agreement.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="30%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
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<TR valign="bottom">
    <TD valign="top">Employee</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left">JEFFERIES GROUP, INC.</TD>
</TR>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
&#091;Employee Name&#093;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></TD>
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following Terms and Conditions apply to the Units granted to Employee by JEFFERIES GROUP,
INC. (the &#147;Company&#148;), and Units (if any) resulting from Dividend Equivalents, as specified in the
Restricted Stock Units Agreement to which these Terms and Conditions are attached (and of which
these Terms and Conditions form a part). Certain terms of the Units, including the number of Units
granted, vesting date(s) and Settlement Date, are set forth on the preceding pages, referred to as
the Cover Page in these Terms and Conditions. The Cover Page and these Terms and Conditions are
collectively referred to as the &#147;Agreement.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;<B><I>General</I></B>. The Units are granted to Employee under the Company&#146;s 2003 Incentive Compensation
Plan, as amended and restated (the &#147;Plan&#148;). A copy of the Plan and information regarding the Plan,
including documents that constitute the &#147;Prospectus&#148; for the Plan under the Securities Act of 1933,
can be viewed and printed out from the Company&#146;s secure Intranet website, www.corp.jefferies.com
(go to Benefits &#038; Policies, then to Retirement/Fidelity/401k, then to Plan Documents and Related
Items). All of the applicable terms, conditions and other provisions of the Plan are incorporated
by reference herein. Capitalized terms used in this Agreement but not defined herein shall have
the same meanings as in the Plan. If there is any conflict between the provisions of this document
and mandatory provisions of the Plan, the provisions of the Plan govern, otherwise, the terms of
this document shall prevail. By accepting the grant of the Units, Employee agrees to be bound by
all of the terms and provisions of the Plan (as presently in effect or later amended), the rules
and regulations under the Plan adopted from time to time, and the decisions and determinations of
the Company&#146;s Compensation Committee (the &#147;Committee&#148;) made from time to time, provided that no
such Plan amendment, rule or regulation or Committee decision or determination shall materially and
adversely affect the rights of the Employee with respect to the Units.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;<B><I>Account for Employee</I></B><B>. </B>The Company shall maintain a bookkeeping account for Employee (the
&#147;Account&#148;) reflecting the number of Units then credited to Employee hereunder as a result of such
grant of Units and any crediting of additional Units to Employee pursuant to payments equivalent to
dividends paid on Common Stock under Section&nbsp;5 hereof (&#147;Dividend Equivalents&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;<B><I>Nontransferability</I></B>. Until Units are settled in accordance with the terms of this
Agreement, Employee may not sell, transfer, assign, pledge, margin or otherwise encumber or dispose
of Units or any rights hereunder to any third party other than by will or the laws of descent and
distribution, except for transfers to a Beneficiary or as otherwise permitted and subject to the
conditions under Section&nbsp;9.2 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;<B><I>Termination Provisions</I></B>. The following provisions will govern the vesting and forfeiture of
the Units in the event of Employee&#146;s Termination of Employment and/or occurrence of a
post-termination Forfeiture Event (as defined below), unless otherwise determined by the Committee
(subject to Section 9(a) hereof):
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>Death or Disability</I>. In the event of Employee&#146;s death or Termination of Employment
due to Disability (as defined below), all Units then outstanding, if not previously vested,
will immediately vest, and all Units (if not previously settled) will be settled in
accordance with the settlement terms set out on the Cover Page, giving effect to any valid
deferral election of Employee then in effect. The foregoing notwithstanding, any
distribution resulting from a Disability will be subject to the six-month delay rule in
Section&nbsp;8(a)(i), if applicable. With respect to any RSUs which do not constitute a deferral
of compensation for purposes of Section&nbsp;409A of the Internal Revenue Code (the &#147;Code&#148;), only
a termination elected by the Company will be deemed a Termination of Employment due to
Disability.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Termination of Employment other than for Cause (and not subject to Section&nbsp;</I><I>4(c)</I><I>)</I>.
In the event of Employee&#146;s Termination of Employment (other than a Termination not for Cause
following a Change in Control or a Termination by the Company for Cause), Units not
previously vested shall not then be forfeited provided that Employee executes a separation
agreement and release in such form as may be requested by the Company within 21&nbsp;days (or
such longer period as may be required by law) (and provided further that any period of
revocation required by law has expired without Employee exercising his right to revoke his
agreement to the separation agreement and release), but thereafter all unvested Units shall
be forfeited if there occurs a Forfeiture Event prior to the Settlement Date which would
have applied in the absence of such Termination of Employment. Upon such a Termination of
Employment, the then-outstanding Units that are vested at the date of Termination (if not
already settled) and that become vested thereafter will be settled in accordance with the
settlement terms set out on the Cover Page, giving effect to any valid deferral election of
Employee then in effect. A &#147;Forfeiture Event&#148; shall be deemed to occur if, following
Employee&#146;s Termination of Employment other than a Termination by the Company for Cause,
Employee renders services for any organization or engages (either as owner, investor,
partner, stockholder, employer, employee, consultant, advisor, or director) directly or
indirectly, in any business which is or becomes competitive with the Company, its
subsidiaries or affiliates, or otherwise engaged in conduct violating Section&nbsp;7.4(a), 7.4(b)
or 7.4(c) of the Plan. However, following Employee&#146;s Termination of Employment other than a
Termination by the Company for Cause, Employee shall be free to purchase stock or other
securities of an organization or business so long as it is listed upon a recognized
securities exchange or traded over-the-counter and such investment does not represent a
greater than five percent equity interest in the organization or business. If Employee does
not sign a separation agreement and release within the time period requested by the Company
(or signs and then timely revokes his agreement to the separation agreement and release),
all Units which are not vested at the date of Termination will be forfeited.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Termination Following a Change in Control</I>. If, following a Change in Control,
Employee&#146;s employment is terminated not for Cause by the Company or its successor, all of
the then-outstanding Units not vested at the date of Termination will immediately vest and
will be settled promptly thereafter, subject to the six-month delay rule in Section&nbsp;8(a)(i),
if applicable. If a Change in Control occurs followed by Termination of Employment by the
Company not for Cause and a determination is made by the Company pursuant to Sections&nbsp;280G
and 4999 of the Code that a &#147;golden parachute&#148; excise tax will be payable in connection with
compensation to Employee hereunder, Employee&#146;s right to accelerated vesting of the Units
upon the Change in Control, to the extent such right results in &#147;parachute payments&#148; (as
such term is defined in Code Section&nbsp;280G), shall be limited to the extent just necessary to
avoid the excise tax. This limitation shall be applied in a manner that maximizes the
number of Units as to which accelerated vesting can apply (or, stated conversely, any
limitation on acceleration of vesting shall apply first to those Units with the lengthiest
remaining vesting period, which Units would result in the highest &#147;parachute payments&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Termination by the Company for Cause. </I>In the event of a Termination of Employment
by the Company for Cause, the portion of the then-outstanding Units not vested at the date
of Termination will be forfeited, and the portion of the then-outstanding Units that is
vested at the date of Termination (if not already settled) will be settled on the Settlement
Date specified on the Cover Page unless forfeited pursuant to the provisions of Section&nbsp;7.4
of the Plan, except that any valid deferral election of Employee shall be given effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <I>Certain Definitions</I>. The following definitions apply for purposes of this
Agreement, whether or not Employee has an employment agreement or other agreement with the
Company, or any of its subsidiaries or affiliates (the Company and any subsidiary or
affiliate each being a &#147;Group Entity&#148;) containing the same or similar defined terms:
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">(i) &#147;Cause&#148; means Employee&#146;s:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Neglect, failure or refusal to timely perform the duties of
Employee&#146;s employment (other than by reason of a physical or mental
illness or impairment), or Employee&#146;s gross negligence in the
performance of his or her duties;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Material breach of any agreements, covenants and representations made
in any employment agreement or other agreement with the Company or
any of its subsidiaries or affiliates or violation of internal
policies or procedures as are in effect as of the date such action is
taken, including but not limited to the Company&#146;s Code of Ethics, as
amended from time to time;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Violation of any law, rule, regulation or by-law of any governmental
authority (state, federal or foreign), any securities exchange or
association or other regulatory or self-regulatory body or agency
applicable to Employee, the Company, its subsidiaries or affiliates
or any material general policy or directive of the Company, its
subsidiaries or affiliates;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Conviction of, or plea of guilty or nolo contendere to, a crime
involving moral turpitude, dishonesty, fraud or unethical business
conduct, or any felony of any nature whatsoever;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Failure to obtain or maintain any registration, license or other
authorization or approval that Employee is required to maintain or
that the Company, its subsidiaries or affiliates reasonably believes
is required in order for Employee to perform his or her duties,
provided, however, that Employee shall be given written notice of any
such registration, license or other authorization or approval that he
or she is required to obtain and a reasonable period of time to
obtain such registration, license, or other authorization or
approval; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Willful failure to execute a directive of the board of directors of
the Company or any of its subsidiaries or affiliates, the Executive
Committee of any of the Company&#146;s subsidiaries or affiliates, or
Employee&#146;s supervisor (unless such directive would result in the
commission of an act which is illegal or unethical) or commission of
an act against the directive of such Board, such Executive Committee
or Employee&#146;s supervisor.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) A &#147;Change in Control&#148; shall be deemed to have occurred if any of the
following conditions shall have been satisfied after the Grant Date:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Any person (as defined in section 3(a)(9) of the Securities Exchange
Act of 1934, as such term is modified in Section&nbsp;13(d)), other than
(i)&nbsp;an employee plan established by the Company or any of its
subsidiaries or (ii)&nbsp;any group of Company employees holding shares
subject to agreements relating to the voting of such shares, becomes
a beneficial
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">owner, directly or indirectly, of more than 51% of the voting stock
of the Company;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">The consummation of a merger or consolidation of the Company with any
other corporation or any other entity, or the issuance of voting
securities in connection with a merger or consolidation of the
Company, if the holders of the Company&#146;s voting securities
immediately prior to such transaction hold in the aggregate less than
a majority of the then outstanding voting securities of the Company
(or any successor company or entity) entitled to vote generally in
the election of the directors of the Company (or such other company
or entity) after such transaction;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">The sale or disposition by the Company of all or substantially all of
its assets in which one person or more than one person acting as a
group acquires assets from the Company that have a total gross fair
market value equal to more than 50% of the total gross fair market
value of all of the assets of the Company immediately prior to such
acquisition; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">A change in the composition of the Board of Directors of the Company
such that individuals who, as of the date of this agreement,
constitute the Board of Directors of the Company (the &#147;Incumbent
Board&#148;) cease for any reason to constitute at least a majority of the
Board of Directors of the Company; provided, however, that any
individual becoming a member of the Board of Directors of the Company
subsequent to the date of this agreement whose election, or
nomination for election by the shareholders of the Company, was
approved by a vote of at least a majority of the directors then
constituting the Incumbent Board shall be considered as if that
individual were a member of the Incumbent Board.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) &#147;Disability&#148; means that Employee has commenced receipt of long-term
disability benefits under the Company&#146;s long-term disability policy as in effect at
the date of Employee&#146;s termination of employment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) &#147;Termination&#148; or &#147;Termination of Employment&#148; means the event by which
Employee ceases to be employed by a Group Entity and immediately thereafter is not
employed by any other Group Entity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">5<B>. </B><B><I>Dividend Equivalents and Adjustments</I></B>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<I>Dividend Equivalents</I>. Subject to Section&nbsp;5(d), Dividend Equivalents will be
credited on Units (other than Units that, at the relevant record date, previously have been
settled or forfeited) and deemed reinvested in additional Units, to the extent and in the
manner as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <I>Cash Dividends</I>. If the Company declares and pays a dividend or
distribution on Shares in the form of cash, then a number of additional Units shall
be credited to Employee&#146;s Account as of the last day of the calendar quarter in
which such dividend or distribution was paid equal to the number of Units credited
to the Account as of the record date for such dividend or distribution multiplied by
cash amount of the dividend or distribution paid on each outstanding share of Common
Stock at such payment date, divided by the Fair Market Value of a share of Common
Stock at the date of such crediting; provided, however, that in the case of an
extraordinary cash dividend or
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">distribution the Company may provide for such crediting at the dividend or
distribution payment date instead of the last day of the calendar quarter.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) <I>Non-Common Stock Dividends</I>. If the Company declares and pays a dividend
or distribution on Common Stock in the form of property other than shares of Common
Stock, then a number of additional Units shall be credited to Employee&#146;s Account as
of the payment date for such dividend or distribution equal to the number of Units
credited to the Account as of the record date for such dividend or distribution
multiplied by the Fair Market Value of such property actually paid as a dividend or
distribution on each outstanding share of Common Stock at such payment date, divided
by the Fair Market Value of a share of Common Stock at such payment date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) <I>Common Stock Dividends and Splits</I>. If the Company declares and pays a
dividend or distribution on Common Stock in the form of additional shares of Common
Stock, or there occurs a forward split of Common Stock, then a number of additional
Units shall be credited to Employee&#146;s Account as of the payment date for such
dividend or distribution or forward split equal to the number of Units credited to
the Account as of the record date for such dividend or distribution or split
multiplied by the number of additional shares of Common Stock actually paid as a
dividend or distribution or issued in such split in respect of each outstanding
share of Common Stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Adjustments</I>. The number of Units credited to Employee&#146;s Account shall be
appropriately adjusted, in order to prevent dilution or enlargement of Employee&#146;s rights
with respect to Units or to reflect any changes in the number of outstanding shares of
Common Stock resulting from any event referred to in Section&nbsp;5.3 of the Plan, taking into
account any Units credited to Employee in connection with such event under Section 5(a)
hereof, and any performance conditions relating to the Units may be likewise adjusted in the
discretion of the Committee.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Risk of Forfeiture and Settlement of Units Resulting from Dividend Equivalents and
Adjustments. </I>Units which directly or indirectly result from Dividend Equivalents on or
adjustments to a Unit granted hereunder and which do not result from a dividend or
distribution on Shares in the form of cash shall be subject to the same risk of forfeiture
(including Section&nbsp;7.4 of the Plan) as applies to the granted Unit and, if not forfeited,
will be settled at the same time as the granted Unit. Units which directly or indirectly
result from Dividend Equivalents on or adjustments to a Unit granted hereunder and which
result from an ordinary dividend or distribution on Shares in the form of cash shall not be
subject to forfeiture and will be settled at the same time as the granted Unit (or if the
granted Unit is forfeited, then at the time the granted Unit would have been settled if it
were not forfeited). Units which directly or indirectly result from Dividend Equivalents on
or adjustments to a Unit granted hereunder and which result from an extraordinary dividend
or distribution on Shares in the form of cash shall, unless otherwise determined by the
Company at the time of such extraordinary dividend or distribution, be subject to the same
risk of forfeiture (including additional forfeiture terms of Section&nbsp;7.4 of the Plan) as
applies to the granted Unit and, if not forfeited, will be settled at the same time as the
granted Unit.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Changes to Manner of Crediting Dividend Equivalents</I>. The provisions of Section
5(a) notwithstanding, the Company may vary the manner and timing of crediting dividend
equivalents for administrative convenience, including, for example, by crediting cash
dividend equivalents rather than additional Units.
</DIV>

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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;<B><I>Additional Forfeiture Provisions. </I></B>Employee agrees that, by signing this Agreement and
accepting the grant of the Units, the forfeiture conditions set forth in Section&nbsp;7.4 of the Plan
shall apply to all Units hereunder and to gains realized upon the settlement of the Units.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<B><I>Employee Representations and Warranties and Release</I></B><I>. </I>As a condition to any non-forfeiture
of the Units at or after Termination of Employment and to any settlement of the Units, the Company
may require Employee (i)&nbsp;to make any representation or warranty to the Company as may be required
under any applicable law or regulation, to make a representation and warranty that no Forfeiture
Event has occurred or is contemplated, and that otherwise the requirements of Section&nbsp;7.4(d) of the
Plan and Section&nbsp;7 above have been met, and (ii)&nbsp;to execute a release of claims against the Company
arising before the date of such release, in such form as may be specified by the Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">8. <B><I>Other Terms Relating to Units</I></B>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(a) <I>Deferral of Settlement; Compliance with Code Section&nbsp;409A</I>. Settlement of any Unit,
which otherwise would occur at the Settlement Date, will be deferred in certain cases if and
to the extent Employee is permitted to participate in the Stock Option Gain and Stock Award
Deferral Program or otherwise permitted to defer the Units and Employee makes a valid
deferral election relating to the Units. Deferrals, whether elective or mandatory under the
terms of this Agreement, shall comply with requirements under Code Section&nbsp;409A. Deferrals
will be subject to such other restrictions and terms as may be specified by the Company
prior to deferral. It is understood that Code Section&nbsp;409A and regulations thereunder may
require any elective deferral to comply with Section&nbsp;409A(a)(4)(C). Other provisions of this
Agreement notwithstanding, under U.S. federal income tax laws and Treasury Regulations
(including proposed regulations) as presently in effect or hereafter implemented, with
respect to Units other than those which are excluded from being deemed deferrals of
compensation under 409A (i)&nbsp;a distribution in settlement of Units to Employee triggered by a
Termination of Employment will occur only if the Termination constitutes a &#147;separation from
service&#148; within the meaning of Code Section&nbsp;409A(a)(2)(A)(i) and, if at the time of such
separation from service Employee is a &#147;specified employee&#148; under Code Section
409A(a)(2)(B)(i) and a delay in distribution is required in order that Employee will not be
subject to a tax penalty under Code Section&nbsp;409A, such distribution in settlement of Units
will occur at the date six months after Termination of Employment; and (ii)&nbsp;any rights of
Employee or retained authority of the Company with respect to Units hereunder shall be
automatically modified and limited to the extent necessary so that Employee will not be
deemed to be in constructive receipt of income relating to the Units prior to the
distribution and so that Employee shall not be subject to any penalty under Code Section
409A. Other provisions of this Agreement notwithstanding, if a separation from service
occurs within less than six months before the fixed date specified as the Settlement Date
and the six-month delay rule would apply to a settlement triggered by such separation from
service, the settlement will not be made based on the separation from service, but instead
the settlement shall be made based on the fixed date specified as the Settlement Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(b) <I>Fractional Units and Shares</I>. The number of Units credited to Employee&#146;s Account
shall include fractional Units calculated to at least three decimal places, unless otherwise
determined by the Committee. Unless settlement is effected through a broker or agent that
can accommodate fractional shares (without requiring issuance of a fractional share by the
Company), upon settlement of the Units Employee shall be paid, in cash, an amount equal to
the value of any fractional share that would have otherwise been deliverable in settlement
of such Units.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">(c) <I>Tax Withholding</I>. Employee understands and acknowledges that certain amounts must be
withheld to satisfy federal, state, local, or foreign tax obligations associated with the
lapse of the risk of forfeiture and/or settlement of the Units (&#147;Withholdings&#148;). Employee
shall make arrangements satisfactory to the Company, in advance of any event triggering a
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Withholding obligation on the part of the Company or a Group Entity that employs
Employee, to provide for payment of all applicable Withholdings. If Employee has failed to
make such arrangements or for any reason full payment of Withholdings is not made by
Employee under such arrangements, Employee expressly authorizes the Company and any such
Group Entity to (1)&nbsp;withhold the applicable amount of Withholdings from any payment to
Employee, including any payment relating to an Award or any payroll or other payment, and/or
(2)&nbsp;withhold shares deliverable in settlement of the Units having a fair market value (as
determined by the Committee) equal to the amount of such tax liability required to be
withheld as Withholdings in connection with the event triggering Withholding. If the
Company or such Group Entity elects to withhold shares to satisfy any Withholding
obligation, the value of shares withheld shall not exceed the minimum applicable withholding
tax rate for federal (including FICA), state and local tax liabilities (interpreted in a
manner consistent with applicable accounting rules). This provision does not obligate the
Company or any Group Entity to withhold shares to satisfy Withholding obligations. The
Company may specify a reasonable deadline (for example, 90&nbsp;days before lapse of
Restrictions) by which Employee must make separate arrangements for the payment of
Withholdings.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Statements</I>. An individual statement of Employee&#146;s Account will be issued to
Employee at such times as may be determined by the Company. Such a statement shall reflect
the number of Units credited to Employee&#146;s Account, transactions therein during the period
covered by the statement, and other information deemed relevant by the Committee. Such a
statement may be combined with or include information regarding other plans and compensatory
arrangements for employees. Employee&#146;s statements shall be deemed a part of this Agreement,
and shall evidence the Company&#146;s obligations in respect of Units, including the number of
Units credited as a result of Dividend Equivalents (if any). Any statement containing an
error shall not, however, represent a binding obligation to the extent of such error,
notwithstanding the inclusion of such statement as part of this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">9. <B><I>Miscellaneous</I></B>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>Binding Agreement; Written Amendments</I>. This Agreement shall be binding upon the
heirs, executors, administrators, and successors of the parties. This Agreement and the
Plan, and any deferral election separately filed with the Company relating to this Award,
constitute the entire agreement between the parties with respect to the Units, and supersede
any prior agreements or documents with respect thereto. No amendment, alteration,
suspension, discontinuation, or termination of this Agreement which may impose any
additional obligation upon the Company or materially impair the rights of Employee with
respect to the Units shall be valid unless in each instance such amendment, alteration,
suspension, discontinuation, or termination is expressed in a written instrument duly
executed in the name and on behalf of the Company and, if Employee&#146;s rights are being
materially impaired, by Employee.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>No Promise of Employment. </I>The Units and the granting thereof shall not constitute
or be evidence of any agreement or understanding, express or implied, that Employee has a
right to continue as an officer or employee of the Company for any period of time, or at any
particular rate of compensation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Unfunded Plan</I>. Any provision for distribution in settlement of Employee&#146;s Account
hereunder shall be by means of bookkeeping entries on the books of the Company and shall not
create in Employee or any Beneficiary any right to, or claim against any, specific assets of
the Company, nor result in the creation of any trust or escrow account for Employee. With
respect to any entitlement of Employee or any Beneficiary to any distribution hereunder,
Employee or such Beneficiary shall be a general creditor of the Company.
</DIV>

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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Governing Law</I>. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS
PRINCIPLES.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <I>Legal Compliance. </I>Employee agrees to take any action the Company reasonably deems
necessary in order to comply with federal and state laws, or the rules and regulations of
the New York Stock Exchange, the Financial Industry Regulatory Authority, or any other stock
exchange or self-regulatory organization, or any other obligation of the Company or Employee
relating to the Units or this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <I>Notices</I>. Any notice to be given the Company under this Agreement shall be
addressed to the Company at 520 Madison Avenue, 12th Floor, New York, NY 10022, attention:
Corporate Secretary, and any notice to the Employee shall be addressed to the Employee at
Employee&#146;s address as then appearing in the records of the Company.
</DIV>


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</DIV>



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