Form of Deferred Award Agreement

However, in the event of your Termination of Employment as a result of (1) death or (2) disability (meaning any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months), all unvested Awards will become vested on your Termination of Employment and be payable approximately six months thereafter.  

Further, if, in the event of your Termination of Employment, the Corporation makes a determination that it is in the Corporation’s best interest that you not forfeit your unvested Awards on the date of your Termination of Employment, selected unvested Awards shall not be forfeited merely because of Termination of Employment before the relevant scheduled vesting date or dates, but shall continue to vest on the relevant scheduled vesting date or dates so long as you do not engage in a Competitive Activity or a Soliciting Activity, as defined in the attached Appendix, until all such unvested Awards vest, provided you enter into a separation  agreement suitable to the Corporation.

Notwithstanding anything to the contrary in this Agreement, upon your Termination of Employment for Cause, as defined herein, all unvested Awards awarded pursuant to this Agreement will be forfeited.  Cause means you (i) have engaged in criminal conduct which could result in a statutory disqualification, could reasonably result in harm to Stifel or its’ reputation or which  the CEO of the Corporation (the “CEO”) or his or her designee determines involves dishonesty; (ii) willfully fail to perform your duties to the Corporation or engage in gross misconduct in connection with your employment; (iii) violate any applicable federal or provincial securities law, rule or regulation, or the rules of any exchange or self-regulatory organization to which the Corporation is subject or are subject to a suspension, bar or any other limitation on your activities by any regulatory or self-regulatory organization; (iv) violate any of the Corporation’s policies that could reasonably result in harm to Stifel or its’ reputation or employees; (v) violate any non-competition agreement or any agreement or policy relating to the Corporation’s confidential or proprietary information; (vi) impair, impugn, denigrate or negatively reflect upon the Corporation’s name, reputation or interest; (vii) engage in any conduct determined by the CEO or the Committee to be detrimental to the Corporation; (viii) act in excess of your authority as an agent, officer, director or employee of the Corporation; (ix) engage in actions deemed by the CEO or his or her designee which subject the Corporation to unnecessary risk to the detriment of the interest of the Corporation, its shareholders or its customers; or (x) any other act or omission or series of acts or omissions by you that would constitute cause for dismissal without notice at common law .  For the avoidance of doubt, conduct detrimental to the Company includes but is not limited to any action that results in a restatement of the financial statements of the Company. Whether or not a Termination of Employment is for Cause shall be determined by the CEO or his or her designee in his, her or its discretion.

Any amounts eligible for distribution with respect to this Award do not become “earned” until distributed to you.  Any amounts otherwise eligible for distribution with respect to this Award shall be distributed as soon as administratively feasible after the amounts have vested in accordance with this Award Agreement and/or the Plan; but no later than the fifteenth day of the third calendar month following the date the amount becomes vested; provided you (or your beneficiary) is not permitted to designate the taxable year of the payment.  Notwithstanding any provision in the Plan or this Award Agreement to the contrary, in no event will amounts eligible for distribution under a vested Award be distributed later than the end of the calendar year in which the amount becomes vested.

In accordance with Section 15 of the Plan, you will be deemed to have provided notice to the Corporation to elect to have your withholding satisfied by a reduction of the number of Shares otherwise so deliverable.  Accordingly, the Corporation may, in its sole discretion, withhold from the payment to you hereunder a sufficient number of Shares to provide for the payment of any taxes required to be withheld by federal, provincial, local or foreign law with respect to income resulting from such payment. You have been advised to review with your own tax advisors the federal, provincial, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. You are relying solely on such advisors and not on any statements or representations of the Corporation or any of its agents. You understand that you (and not the Corporation) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

At the time when an Award would otherwise become vested and distributed to you, prior to computing the final amount of such payment, the Corporation shall have the right to offset against that obligation any outstanding amounts including but not limited to any necessary withholding taxes then owed by you to the Corporation and you hereby consent to such offset.

An Award does not represent an equity interest in the Corporation, and carries no voting rights. You will not have any rights of a shareholder with respect to the RSUs until the Shares have been delivered to you.  Neither this Award Agreement, nor any RSU or cash amount granted under it, is transferable or alienable by the Participant either by pledge, assignment or in any other manner whatsoever.

This Award is to incent you to undertake employment or continue to remain employed with the Corporation and is in addition to and not a substitute for or in lieu of ordinary salary and wages received by you in respect of your service to the Corporation.

Notices hereunder and under the Plan, if to the Corporation, shall be delivered or mailed to the Corporation’s principal office, 501 North Broadway, St. Louis, MO 63102, attention of General Counsel, or, if to you, shall be delivered to you or mailed to your address as the same appears on the records of the Corporation.

All decisions and interpretations made by the Corporation with regard to any question arising hereunder shall be binding and conclusive on all persons. In the event of any inconsistency between the terms of this agreement and the Plan, the Plan shall govern.

By accepting this Award, you acknowledge that the federal and provincial securities laws and/or the Corporation’s policies regarding trading in its securities may limit or restrict your right to buy or sell Shares, including, without limitation, sales of Shares acquired in connection with your RSUs. You agree to comply with such federal and provincial securities law requirements and Corporation policies, as such laws and policies are amended from time to time.

The Corporation may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate the award granted under this agreement, provided, however, that no such action shall impair your rights under this Agreement without your consent.

The Participant understands that the Corporation and, if applicable, its affiliates will hold certain personal information about the Participant, including but not limited to the Participant’s name, home address, telephone number, date of birth, salary, nationality, job title, account details, tax and social insurance numbers, details of the grant of RSUs made to the Participant and any other personal and financial information about the Participant relevant to the operation of the Plan (collectively, “Personal Data”).  Certain Personal Data may be subject to restrictions on the collection, processing and use of the same within the meaning of applicable law.  In consideration of the Corporation agreeing to enter into the Grant Agreement, the Participant hereby provides express consent to the Corporation, each affiliate and any other person providing services to any such person in connection with the administration of the Plan, to collect, hold, process and use any such Personal Data.

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario or Alberta or Quebec (depending on Participant’s province) and the laws of Canada applicable therein without giving effect to any choice or conflict of law provisions.  However, in the event the Participant is a U.S. Taxpayer, without limiting the generality of Section 14 herein, RSUs granted under the Plan to Participants subject to taxation in the United States are intended to be exempt from US Internal Revenue Code Section 409A pursuant to US Treasury Regulation Section 1.409A-1(b)(4) and all documentation covering such RSUs will be construed in accordance therewith to the maximum extent permitted by applicable law.  Notwithstanding the foregoing, the Corporation will have no duty or obligation to minimize the tax consequences of a grant of RSUs to the Participant.

BY ACCEPTING THIS AWARD AGREEMENT, I ACCEPT ALL OF THE TERMS CONTAINED THEREIN.

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Witness

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Participant

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Beneficiary:

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Participant name
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