EXHIBIT 3.2
AMENDED AND RESTATED
BYLAWS
OF
PIPER SANDLER COMPANIES
Incorporated
under the Laws of the State of Delaware
As of January 3, 2020
ARTICLE
I
Offices
SECTION 1.1 Principal Delaware Office.
The registered office of the Corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and
the name and address of the Registered Agent in charge thereof shall be Corporation Trust Center, 1209 Orange Street, Wilmington,
New Castle County, Delaware 19801.
SECTION 1.2 Other Offices. The Corporation
may also have offices in such other places, either within or without the State of Delaware, as the Board of Directors from time
to time may designate or the business of the Corporation may from time to time require.
ARTICLE
II
STOCKHOLDERS
SECTION 2.1 Meetings of Stockholders.
(a) Annual
Meetings. The annual meeting of the stockholders of the Corporation shall be held on such date and at such time as may be fixed
by resolution of the Board of Directors. At the annual meeting stockholders shall elect directors and transact such other business
as properly may be brought before the meeting.
(b) Special
Meetings. Special meetings of the stockholders may be called only by the Chairman of the Board or the Board of Directors pursuant
to a resolution approved by a majority of the total number of directors which the Corporation would have if there were no vacancies
(the “Whole Board”).
(c) Place
of Meetings. Meetings of the stockholders shall be held at such place, either within or without the State of Delaware, as the
Board of Directors shall determine.
(d) Notice
of Meeting. Written notice, stating the place, day and hour of the meeting shall be delivered by the Corporation not less than
ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such
meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting has been called. Without limiting
the manner by which notice may otherwise be given, notice may be given by a form of electronic transmission that satisfies the
requirements of the Delaware General Corporation Law and has been consented to by the stockholder to whom notice is given. If mailed,
such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to
the stockholder at his or her address as it appears in the Corporation’s records. Meetings may be held without notice if
all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Article VIII of these
Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and any special meeting of the stockholders may
be cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such
meeting of stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation’s notice of meeting (or any supplement thereto).
(e) Chairman
of Stockholder’s Meeting. The Chairman of the Board, or in the Chairman’s absence, a Vice Chairman, or in the absence
of any Vice Chairman, the Chief Executive Officer, or in the absence of the Chief Executive Officer, the Secretary, or in the absence
of the Secretary, a chairman chosen by a majority of the directors present, shall act as chairman of the meetings of the stockholders.
SECTION 2.2 Quorum of Stockholders;
Adjournment; Required Vote.
(a) Quorum
of Stockholders; Adjournment. Except as otherwise provided by law, by the Amended and Restated Certificate of Incorporation
(the “Certificate of Incorporation”) or by these Bylaws, the holders of a majority of the voting power of the outstanding
shares of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”), present in
person or represented by proxy, shall constitute a quorum at a meeting of the stockholders, except that when specified business
is to be voted on by a class or series of stock voting as a class, the holders of a majority of the shares of such class or series
shall constitute a quorum of such class or series for the transaction of such business. The chairman of the meeting or a majority
of the shares so represented may adjourn the meeting from time to time, whether or not there is such a quorum. No notice of the
time and place of adjourned meetings need be given, except that notice of the adjourned meeting shall be required if the adjournment
is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting. The stockholders present
at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
(b) Required
Vote. The affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the
meeting and entitled to vote on the matter shall be the act of the stockholders, except as otherwise provided by express provision
of law, Certificate of Incorporation or these Bylaws requiring a larger or different vote, in which case such express provision
shall govern and control the decision of such matter.
SECTION 2.3 Voting by Stockholders;
Procedures for Election of Directors.
(a) Voting
by Stockholders. Each stockholder of record entitled to vote at any meeting may do so in person or by proxy appointed by instrument
in writing or in such other manner prescribed by the Delaware General Corporation Law, subscribed by such stockholder or his or
her duly authorized attorney in fact.
(b) Procedure
for Election of Directors. Election of directors at all meetings of the stockholders at which directors are to be elected shall
be by ballot.
(c) Majority
Voting. Except as provided in Section 3.10 of these Bylaws, and, subject to the rights of the holders of any series of Preferred
Stock to elect directors under specified circumstances, each director shall be elected by the vote of a majority of the votes
cast with respect to that director nominee at any meeting of stockholders for the election of directors at which a quorum is present,
provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote
of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.
For purposes of this section, a majority of votes cast means that the number of shares voted “for” a director’s
election must exceed the number of votes cast “against” that director’s election. If a nominee for director
is not elected and the nominee is an incumbent director, the director shall promptly tender his or her resignation to the Board
of Directors, subject to acceptance by the Board of Directors. The Nominating and Governance Committee (or the committee tasked
with the responsibilities of the type held by such a committee) will make a recommendation to the Board of Directors as to whether
to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors will act on the
Nominating and Governance Committee’s recommendation, and publicly disclose its decision regarding the tendered resignation
and the rationale behind the decision within 90 days from the date of the certification of the election results. The director
who tenders his or her resignation will not participate in the recommendation of the Nominating and Governance Committee or the
decision of the Board of Directors with respect to his or her resignation.
If a director’s resignation is accepted
by the Board of Directors pursuant to this section, or if a nominee for director is not elected and the nominee is not an incumbent
director, then the Board of Directors may fill the resulting vacancy pursuant to Section 3.10 of these Bylaws, or may decrease
the size of the Board of Directors pursuant to Section 3.2 of these Bylaws.
SECTION 2.4 Notice of Stockholder Business
and Nominations.
(a) Annual
Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal
of business to be considered by the stockholders may be made at an annual meeting of stockholders (A) pursuant to the Corporation’s
notice of meeting, (B) by or at the direction of the Board of Directors, or (C) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of notice provided for in this Bylaw, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this Bylaw.
(2) For
nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of
paragraph (a)(1) of this Bylaw, the stockholder must have given timely notice thereof in writing to the Secretary of the
Corporation and such other business must otherwise be a proper matter for stockholder action. To be timely, a
stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first
anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of
the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to
be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day
on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice
as described above. Such stockholder’s notice shall set forth (A) as to each person whom the stockholder proposes to
nominate for election or reelection as a director all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14a 11
thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving
as a director if elected); (B) as to any other business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting
and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal
is made; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of
such beneficial owner, (ii) the class and number of shares of the Corporation which are owned beneficially and of record by
such stockholder and such beneficial owner, and (iii) whether and the extent to which any hedging or other transaction or
series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding
(including any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to
mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such
stockholder or any such beneficial owner with respect to any share of stock of the Corporation.
(3) Notwithstanding
anything in the second sentence of paragraph (a)(2) of this Bylaw to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation naming
all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first
anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Bylaw shall also be considered
timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on
which such public announcement is first made by the Corporation.
(b) Special
Meetings of Stockholders. The business to be transacted at any special meeting shall be limited to the purposes stated in
the notice of such meetings. Nominations of persons for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction
of the Board of Directors or (2) provided that the Board of Directors has determined that directors shall be elected at such meeting,
by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Bylaw,
who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Bylaw. In the event
the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors,
any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the
Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (a)(2) of this Bylaw shall be delivered
to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day
prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting
or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment
of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.
(c) General.
(1) Only such persons who are nominated in accordance with the procedures set forth in this Bylaw shall be eligible to serve as
directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting
in accordance with the procedures set forth in this Bylaw. Except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed
to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this
Bylaw and, if any proposed nomination or business is not in compliance with this Bylaw, to declare that such defective proposal
or nomination shall be disregarded.
(2) For
purposes of this Bylaw, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding
the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and
the rules and regulations thereunder with respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed
to affect any rights (A) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant
to Rule 14a 8 under the Exchange Act or (B) of the holders of any series of Preferred Stock to elect directors under specified
circumstances.
SECTION 2.5 Inspectors of Elections;
Opening and Closing the Polls. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or
inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees,
agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be
designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to
act or is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at
the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties
of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed
by law.
The chairman of the meeting shall fix and announce at the meeting
the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at the meeting.
SECTION 2.6 No Stockholder Action by
Written Consent. Any action required or permitted to be taken by stockholders may be effected only at a duly called annual
or special meeting of stockholders and may not be effected by a written consent or consents by stockholders in lieu of such a meeting
of stockholders.
ARTICLE
III
BOARD OF DIRECTORS
SECTION 3.1 General Powers. The
business and affairs of the Corporation shall be managed under the direction of the Board of Directors. In addition to the powers
and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required
to be exercised or done by the stockholders.
SECTION 3.2 Number, Tenure and Qualifications.
Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, the number
of directors of the Corporation shall be fixed, and may be increased or decreased from time to time, exclusively by resolution
approved by the affirmative vote of a majority of the Whole Board. The directors shall hold office until their successors are elected
and qualified. At each annual meeting of the stockholders of the Corporation, the directors whose term expires at that meeting
shall be elected for a term expiring at the next annual meeting of stockholders.
SECTION 3.3 Regular Meetings. A
regular meeting of the Board of Directors may be held without other notice than this Bylaw immediately after, and at the same place
as, the Annual Meeting of Stockholders. The Board of Directors may, by resolution, provide the time and place for the holding of
additional regular meetings without other notice than such resolution.
SECTION 3.4 Special Meetings. Special
meetings of the Board of Directors may be called at the request of the Chairman of the Board, the Chief Executive Officer or a
majority of the Board of Directors then in office. The person or persons authorized to call special meetings of the Board of Directors
may fix the place and time of the meetings. Notice of any special meeting shall be given to each director and shall state the time
and place for the special meeting.
SECTION 3.5 Notice. If notice
of a Board of Directors’ meeting is required to be given, notice of shall be given to each director at his or her
business or residence in writing by hand delivery, first-class or overnight mail or courier service, electronic transmission
(including, without limitation, via facsimile transmission or electronic mail), or orally by telephone. If mailed by
first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed,
with postage thereon prepaid, no later than the third business day preceding the date of such meeting. If by overnight mail
or courier service, such notice shall be deemed adequately delivered when the notice is delivered to the overnight mail or
courier service company at least twenty-four (24) hours before such meeting. If by electronic transmission, such notice shall
be deemed adequately delivered when the notice is transmitted at least twelve (12) hours before such meeting. If by telephone
or by hand delivery, the notice shall be given at least twelve (12) hours prior to the time set for the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified
in the notice of such meeting, except for amendments to these Bylaws, as provided under Article IX of these Bylaws. A meeting
may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting
in accordance with Article VIII of these Bylaws.
SECTION 3.6 Quorum. Subject to Section
3.10 of these Bylaws, a whole number of directors equal to at least a majority of the Whole Board shall constitute a quorum for
the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority
of the directors present may adjourn the meeting from time to time without further notice. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board of Directors. The directors present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than
a quorum.
SECTION 3.7 Use of Communications Equipment.
Directors may participate in a meeting of the Board of Directors or any committee thereof by means of conference telephone or other
communications equipment by means of which all persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.
SECTION 3.8 Action by Consent of Board
of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings
of the Board or committee.
SECTION 3.9 Removal. Subject to
the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any director, or the
entire Board of Directors, may be removed from office at any time, with or without cause, but only by the affirmative vote of the
holders of a majority of the voting power of all of the then-outstanding shares of Voting Stock, voting together as a single class.
SECTION 3.10 Vacancies. Subject
to applicable law and the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock,
and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification,
removal from office or other cause, and newly created directorships resulting from any increase in the authorized number of directors,
may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of
Directors, or by the sole remaining director, and directors so chosen shall hold office for a term expiring at the next annual
meeting of stockholders and until such director’s successor shall have been duly elected and qualified. No decrease in the
number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director.
SECTION 3.11 Committees. The
Board of Directors may, by resolution adopted by a majority of the Whole Board, designate one or more committees, each of
which shall consist of one or more directors. The Board of Directors may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or
disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified member.
Any committee shall, to the extent provided
in a resolution of the Board of Directors and subject to the limitations contained in the Delaware General Corporation Law, have
and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation.
Each committee shall keep such records and report to the Board of Directors in such manner as the Board of Directors may from time
to time determine. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its
business. Unless otherwise provided in a resolution of the Board of Directors or in rules adopted by the committee, each committee
shall conduct its business as nearly as possible in the same manner as provided in these Bylaws for the Board of Directors.
The Board of Directors shall have power at
any time to fill vacancies in, to change the membership of, or to dissolve any such committee. The term of office of the members
of each committee shall be as fixed from time to time by the Board of Directors; provided, however, that any committee
member who ceases to be a member of the Board of Directors shall automatically cease to be a committee member.
Nothing herein shall be deemed to prevent
the Board of Directors from appointing one or more committees consisting in whole or in part of persons who are not directors of
the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board
of Directors.
ARTICLE
IV
BOOKS AND RECORDS
SECTION 4.1 The Board of Directors shall
cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of the stockholders, appropriate
stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of
the Corporation. Unless otherwise required by the laws of Delaware, the books and records of the Corporation may be kept at the
principal office of the Corporation, or at any other place or places inside or outside the State of Delaware, as the Board of Directors
from time to time may designate.
ARTICLE
V
OFFICERS
SECTION 5.1 Officers; Election or
Appointment. The Board of Directors shall take such action as may be necessary from time to time to ensure that the
Corporation has such officers as are necessary, under Section 6.1 of these Bylaws and the Delaware General Corporation Law as
currently in effect or as the same may hereafter be amended, to enable it to sign stock certificates. In addition, the Board
of Directors at any time and from time to time may elect (a) one or more Chairmen of the Board and/or one or more Vice
Chairmen of the Board from among its members, (b) one or more Chief Executive Officers, one or more Presidents and/or one or
more Chief Operating Officers, (c) one or more Vice Presidents, one or more Treasurers and/or one or more Secretaries and/or
(d) one or more other officers, in each case if and to the extent the Board of Directors deems desirable. The Board of
Directors may give any officer such further designations or alternate titles as it considers desirable. In addition, the
Board of Directors at any time and from time to time may authorize the Chairman of the Board or the Chief Executive Officer
of the Corporation to appoint one or more officers of the kind described in clauses (c) and (d) above. Any number of offices
may be held by the same person and directors may hold any office unless the Certificate of Incorporation or these Bylaws
otherwise provide.
SECTION 5.2 Term of Office; Resignation;
Removal; Vacancies. Unless otherwise provided in the resolution of the Board of Directors electing or authorizing the appointment
of any officer, each officer shall hold office until his or her successor is elected or appointed and qualified or until his or
her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board of Directors or to such
person or persons as the Board of Directors may designate. Such resignation shall take effect at the time specified therein, and
unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board of Directors
may remove any officer with or without cause at any time. The Chairman of the Board or the Chief Executive Officer authorized by
the Board of Directors to appoint a person to hold an office of the Corporation may also remove such person from such office with
or without cause at any time, unless otherwise provided in the resolution of the Board providing such authorization. Any such removal
shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election or appointment
of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled by the Board of Directors at any regular or special meeting or by the Chairman of the Board
or the Chief Executive Officer authorized by the Board of Directors to appoint a person to hold such office.
SECTION 5.3 Powers and Duties. The
officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in these
Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws and, to the extent not so stated,
as generally pertain to their respective offices, subject to the control of the Board of Directors. A Secretary or such other officer
appointed to do so by the Board of Directors shall have the duty to record the proceedings of the meetings of the stockholders,
the Board of Directors and any committees in a book to be kept for that purpose.
ARTICLE
VI
STOCK CERTIFICATES
SECTION 6.1 Stock
Certificates. The Board of Directors may authorize the issuance of stock either in certificated or in uncertificated
form. If shares are issued in uncertificated form, each stockholder shall be entitled upon written request to a stock
certificate or certificates duly numbered, certifying the number and class of shares in the Corporation owned by him and
otherwise as specified in this Section 6.1. Each certificate for shares of stock shall be in such form as may be prescribed
by the Board of Directors and shall be signed in the name of the Corporation by (a) the Chairman of the Board, the Chief
Executive Officer or a Vice President, and (b) by the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or
she were such officer, transfer agent or registrar at the date of issue. Each certificate will include any legends required
by law or deemed necessary or advisable by the Board.
SECTION 6.2 Lost Certificates. No
certificate for shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed
or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond
of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or any financial officer of
the Corporation may in its or his or her discretion require.
SECTION 6.3 Transfers of Stock.
The shares of the stock of the Corporation shall be transferable on the books of the Corporation by the holder thereof in a person
or by his or her attorney upon surrender for cancellation of a certificate or certificates for at least the same number of shares,
or other evidence of ownership if no certificates shall have been issued, with an assignment and power of transfer endorsed thereon
or attached thereto, duly executed, and with such proof of the validity and authenticity of the signature as the Corporation or
its agents may reasonably require.
ARTICLE
VII
DEPOSITARIES AND CHECKS
SECTION 7.1 Depositaries of the funds of
the Corporation shall be designated by the Board of Directors; and all checks on such funds shall be signed by such officers or
other employees of the Corporation as the Board of Directors from time to time may designate.
ARTICLE
VIII
WAIVER OF NOTICE
SECTION 8.1 Any notice of a meeting required
to be given by law, by the Certificate of Incorporation, or by these Bylaws may be waived by the person entitled thereto, either
before or after the time of such meeting stated in such notice. Neither the business to be transacted at, nor the purpose of, any
annual or special meeting of the stockholders or the Board of Directors or committee thereof need be specified in any waiver of
notice of such meeting.
ARTICLE
IX
AMENDMENT
SECTION 9.1 These Bylaws may be
altered, amended, or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the
proposed change was given in the notice of the meeting; provided, however, that, in the case of any alteration,
amendment or repeal by the Board of Directors, the affirmative vote of a majority of the Whole Board shall be required to
alter, amend or repeal any provision of these Bylaws; and provided further, that, in the case of any alteration,
amendment or repeal by the stockholders of any of the provisions of Section 2.1(b), Section 2.6, Section 3.1, Section 3.2,
Section 3.9 or Section 3.10 or this Article IX of these Bylaws, the affirmative vote of the holders of not less than eighty
percent (80%) of the voting power of all of the then-outstanding shares of Voting Stock, considered for purposes of this
Article IX as a single class, shall be required to alter, amend or repeal any such provision.
ARTICLE
X
INDEMNIFICATION AND INSURANCE
SECTION 10.1 Right to Indemnification.
Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, claim or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he
or she or a person of whom he or she is the legal representative is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the
Corporation, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the Delaware General Corporation Law as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors
and administrators; provided, however, that except as provided in Section 10.4 of this Article X, the Corporation
shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person
only if such proceeding (or part thereof) was authorized by the Board of Directors.
SECTION 10.2 Advancement of Expenses.
The right to indemnification conferred in this Article X shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid
by the Corporation within 20 days after receipt by the Corporation of a written statement or statements from the claimant requesting
such advance or advances; provided, however, that if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking
by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director
or officer is not entitled to be indemnified under this Article X or otherwise.
SECTION 10.3 Obtaining
Indemnification. To obtain indemnification under this Article X, a claimant shall submit to the Corporation a written
request, including therein or therewith such documentation and information as is reasonably available to the claimant and is
reasonably necessary to determine whether and to what extent the claimant is entitled to indemnification. Upon written
request by a claimant for indemnification pursuant to the first sentence of this Section 10.3, a determination, if required
by applicable law, with respect to the claimant’s entitlement thereto shall be made as follows: (1) if requested by the
claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination
by Independent Counsel, (i) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors
(as hereinafter defined), or (ii) if a quorum of the Board of Directors consisting of Disinterested Directors is not
obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (iii) if a quorum of Disinterested
Directors so directs, by the stockholders of the Corporation. In the event the determination of entitlement to
indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be
selected by the Board of Directors unless there shall have occurred within two years prior to the date of the commencement of
the action, suit or proceeding for which indemnification is claimed a Change in Control (as defined below), in which case
the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by
the Board of Directors. If it is so determined that the claimant is entitled to indemnification, payment to the claimant
shall be made within 30 days after such determination. If a claimant is successful, in whole or in part, in any suit brought
against the Corporation to recover the unpaid amount of any written claim to indemnification, the claimant shall be entitled
to be paid also the expense of prosecuting such claim.
SECTION 10.4 Right of Claimant to Bring
Suit. If a claim under Section 10.1 of this Article X is not paid in full by the Corporation within thirty days after a written
claim pursuant to Section 10.3 of this Article X has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct
which makes it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including
its Board of Directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of such action
that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors,
Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable standard of conduct.
SECTION 10.5 Corporation’s
Obligation to Indemnify. If a determination shall have been made pursuant to Section 10.3 of this Article X that the
claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding
commenced pursuant to Section 10.4 of this Article X.
SECTION 10.6 Preclusion from Challenging
Article X. The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to Section 10.4
of this Article X that the procedures and presumptions of this Article X are not valid, binding and enforceable and shall stipulate
in such proceeding that the Corporation is bound by all the provisions of this Article X.
For purposes of this Article X:
(a) “Change
in Control” shall be deemed to occur only if a majority of the members of the Board of Directors shall not be (i) individuals
elected as directors of the Corporation for whose election proxies shall have been solicited by the Board of Directors of the Corporation
or (ii) individuals elected or appointed by the Board of Directors of the Corporation to fill vacancies on the Board of Directors
caused by death or resignation (but not by removal) or to fill newly created directorships.
(b) “Disinterested
Director” means a director of the Corporation who is not and was not a party to the matter in respect of which indemnification
is sought by the claimant.
(c) “Independent
Counsel” means a law firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation
law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a
conflict of interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights
under this Article X.
SECTION 10.7 Non-exclusivity of Rights.
The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Article X shall not be exclusive of any other right which any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or otherwise. No repeal or modification
of this Article X shall in any way diminish or adversely affect the rights of any director, officer, employee or agent of the Corporation
hereunder in respect of any occurrence or matter arising prior to any such repeal or modification.
SECTION 10.8 Insurance. The
Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law. To the extent that the Corporation maintains any policy or policies providing
such insurance, each such director or officer, and each such agent or employee to which rights to indemnification have been
granted as provided in Section 10.9 of this Article X, shall be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage thereunder for any such director, officer, employee or agent.
SECTION 10.9 Other Employees and Agents.
The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and
rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to
any employee or agent or class of employees or agents of the Corporation (including the heirs, executors, administrators or estate
of each such person) to the fullest extent of the provisions of this Article X with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation.
SECTION 10.10 Validity of Article X.
If any provision or provisions of this Article X shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Article X (including, without limitation, each
portion of any paragraph of this Article X containing any such provision held to be invalid, illegal or unenforceable, that is
not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest
extent possible, the provisions of this Article X (including, without limitation, each such portion of any paragraph of this Article
X containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.
ARTICLE
XI
MISCELLANEOUS PROVISIONS
SECTION 11.1 Fiscal Year. The fiscal
year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.
SECTION 11.2 Dividends. The Board
of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and the Certificate of Incorporation.
EXHIBIT 10.1
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800 Nicollet Mall, Minneapolis, MN 55402
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Tel: 612 303-6000
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Tel: 800 333-6000
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Fax: 612 303-8199
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Piper Jaffray & Co. Since 1895. Member SIPC and NYSE.
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July 1, 2019
Jonathan J. Doyle
Sandler O’Neill & Partners, L.P.
Dear Jon,
As you are aware, SOP Holdings, LLC (“Sandler”
or the “Seller”), Piper Jaffray Companies and certain of their respective subsidiaries are entering into an
Agreement and Plans of Merger (the “Merger Agreement”) whereby Piper Jaffray Companies will acquire the Seller
(the “Acquisition”). Upon the closing date of the Acquisition (the “Closing Date”), Piper
Jaffray Companies will rename itself Piper Sandler Companies and Piper Jaffray & Co. will rename itself Piper Sandler &
Co. References in this letter agreement (this “Letter”) to the “Company” refer to Piper Jaffray
Companies and Piper Jaffray & Co. (if applicable before the Closing Date) and to Piper Sandler Companies and Piper Sandler
& Co. (if applicable after the Closing Date). As of the Closing Date, the Financial Services Group of the Company will consist
of the historic operations of Sandler and the business operations of Piper Jaffray & Co. that are contributed thereto as agreed
between you, James J. Dunne III and Chad Abraham consistent with the Operating Principles (such business operations following the
Closing Date, collectively referred to as the “Financial Services Group”). As used in this Letter, references
to the “Operating Principles” mean the commitments and principles regarding compensation, benefits and the operations
of the Financial Services Group set forth in Section 8.04 of the Merger Agreement and Section 8.04(c) of the Company Disclosure
Schedule (as defined in the Merger Agreement).
At Piper Jaffray, our people make the difference for our clients.
We are proud of our 124-year legacy and our unique culture that, along with our commitment to our core values and our reputation
for a client-first approach, straightforward advice, strategic advisory relationships and expert execution, continue to attract
and retain the best and the brightest in this business.
You are a highly valued leader of Sandler, and I am pleased
to confirm your employment with the Company effective as of the Closing Date pursuant to the terms and conditions set forth in
this Letter.
I welcome and invite your questions at any time.
The terms of your employment with the Company following the
Closing Date shall be as follows:
July 1, 2019
Page 2 of 14
Commencement Date
Your employment with the Company pursuant to the terms of this
Letter will commence on the Closing Date. You and the Company acknowledge that (i) this Letter will be binding immediately upon
its execution, but, notwithstanding any provision of this Letter to the contrary, this Letter will not become effective until the
Closing Date, and (ii) if the Company and the Seller terminate the Merger Agreement and the Acquisition is not consummated, or
if you fail to remain employed by the Seller through the Closing Date, this Letter will not become effective and all of the terms
and provisions of this Letter shall be null and void.
Title and Position; Reporting Relationship; Duties; Location
While employed by the Company, you will: (i) be employed as
a Vice Chairman of Piper Sandler Companies and Senior Managing Principal and Head of the Financial Services Group of Piper Sandler
& Co., (ii) report directly to Chad Abraham, Chief Executive Officer of Piper Jaffray Companies or his successor (the “Reporting
Person”), (iii) be a member of the Piper Jaffray Companies Leadership Team and a member of the Board of Directors of
Piper Sandler Companies (the “Board”), and (iv) perform your services primarily in Sandler’s New York
City offices or the combined headquarters of the Company in New York City. While employed, you will be provided with administrative
support on a basis no less favorable than the office and support in effect for you prior to the Closing Date.
While employed by the Company, as Senior Managing
Principal and Head of the Financial Services Group of the Company, you will have overall responsibility for the operation of
the Financial Services Group, as a business division of the Company. You will have the autonomy and authority, together with
the other Senior Managing Principal of the Financial Services Group (the “Other SMP”), to manage the
operations and personnel of the Financial Services Group in a manner substantially consistent with the collective autonomy
and authority exercised by you and the Other SMP immediately prior to the Closing Date. Accordingly, the Company agrees that
such autonomy and authority shall include, without limitation, the autonomy and authority to make all decisions and
determinations respecting hiring and firing, promotions, compensation, perquisites and other material personnel matters, and
respecting marketing of the Financial Services Group’s services, including client outreach, the terms of client
engagements and generally the manner in which client services are provided, and to operate the Financial Services Group
consistent with the Operating Principles, while applicable; provided, however, that (a) underwriting
commitments, capital expenditures or other matters involving a material deployment of the Company’s balance sheet shall
also require the consent of Reporting Person; (b) if any policies of the Company would conflict with the manner in which you
managed Sandler prior to the Closing Date or your management decisions after the Closing Date, you, the Other SMP and the
Reporting Person shall cooperate to resolve any such conflicts so as to give maximum effect to the intention of the parties
that the Financial Services Group be operated as a business division of the Company and consistent with this paragraph and,
while applicable, the Operating Principles. For purposes of clarification and not in limitation of anything contained
herein, you shall consult with the Reporting Person prior to (1) terminating the employment of a legacy Sandler partner who
received Equity Consideration (as defined in the Merger Agreement) or a Sandler employee who received an award from the
Retention Pool (as defined in the Merger Agreement), in each case, that is unvested, (2) waiving any applicable
non-competition tail period or garden leave period following his or her termination without cause or resignation with good
reason (with the characterization of such determination to be made by you consistent with item 5 under
“Operations” of the Operating Principles), or providing severance or garden leave that is not otherwise
contractually required, in each case, for any employee who received Equity Consideration or an award from the Retention Pool,
and (3) designating an alternative or additional reporting line for a legacy Sandler partner. The compensation for the
Financial Services Group for the 2020 and 2021 calendar years will be determined in the sole discretion of you and the Other
SMP consistent with the Operating Principles and thereafter will be determined by you and the Other SMP in consultation with
the Reporting Person consistent with past practice with such adjustments, including any adjustments to reflect changes in
market practice, as determined by you and the Other SMP in consultation with the Reporting Person. With respect to calendar
years after 2021, you will continue to have primary authority for the Financial Services Group as set forth herein,
consistent with the intent to operate the Financial Services Group in accordance with past practice, although the Operating
Principles will no longer apply (other than item 5 under “Operations” which will continue in effect in
accordance with its terms). For the avoidance of doubt, with respect to the matters addressed in items (1) and (2) above, you
will have the authority with the Other SMP as to the determinations required thereby, including determining the
characterization of any such termination (i.e., with or without cause or for good reason), through the later of
January 17, 2025 and the fifth (5th) anniversary of the Closing Date.
July 1, 2019
Page 3 of 14
Retention Equity Award Upon the Closing Date
On the Closing Date, you will be granted an equity award in
the form of restricted common stock of Piper Jaffray Companies, with a value on the Closing Date of $10,000,000 (the “Retention
Equity Award”). The number of shares granted will be determined by dividing this dollar amount by the volume-weighted
average per share closing price of Piper Jaffray Companies’ common stock on the New York Stock Exchange for the ten (10)
trading days ending on the third (3rd) trading day before the Closing Date.
The Retention Equity Award will vest ratably in three (3) equal
installments (i.e., one-third (1/3)) on each of January 17, 2023, January 17, 2024 and January 17, 2025. Except as provided below,
if your employment with the Company terminates, voluntarily or involuntarily, for any reason prior to any vesting date, then the
unvested portion of the Retention Equity Award will not vest and will be forfeited. The limited exceptions to this are as follows:
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First,
if your employment terminates because of your death or you are determined to be disabled under the Company’s long-term disability
plan, then the Retention Equity Award shall immediately vest in full upon your date of termination (and will be delivered or paid
no later than twenty (20) days following the date of your termination).
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Second,
if your employment is terminated by the Company without “Cause” (as defined below) or if your employment is terminated
by you solely under circumstances constituting “Good Reason” (as defined below), then the Retention Equity Award shall
immediately vest in full upon your date of termination
(and will be delivered or paid no later than twenty (20) days following the date of your termination).
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July 1, 2019
Page 4 of 14
Certain Definitions
“Cause” means (i) your continued failure
to substantially perform your duties under this Letter, other than as a result of your absence due to illness or injury, and after
written demand for substantial performance is delivered to you by the Reporting Person identifying in reasonable detail the basis
for such alleged failure; you shall be provided thirty (30) days to attempt to remedy the deficiencies identified by the Reporting
Person in the written demand; (ii) your conviction of or plea of guilty or no contest to a misdemeanor involving fraud, embezzlement
or financial dishonesty or a felony; (iii) your willful or gross misconduct that results in material harm, including reputational,
for the Company or an Affiliate (as defined in the Merger Agreement); (iv) your violation in any material respect of a material
written policy of the Company or an Affiliate that is applicable to and has been provided or made available to you, which is not
corrected after written demand is delivered to you by the Reporting Person, which written demand shall provide thirty (30) days
for you to attempt to remedy the deficiencies identified by the Reporting Person; or (v) a final determination by the applicable
regulatory body or court of competent jurisdiction, not subject to appeal, that you have violated any material securities law,
rule or regulation resulting in you being disqualified from performing your duties to the Company in any material respect.
“Good Reason” means, without your prior written
consent, (i) the Company takes action that diminishes your titles, positions (including service on the Board), duties, responsibilities
or authorities, in any material respect from your titles, positions (including service on the Board), duties, responsibilities
or authorities as contemplated above in the section “Title and Position; Reporting Relationship; Duties; Location”;
(ii) the Company changes your reporting relationship such that you no longer report to the Reporting Person; (iii) the Company
locates your primary work location more than twenty-five (25) miles from the work location set forth in this Letter; (iv) the Company
materially breaches the terms of this Letter, which shall include without limitation the failure to provide each element of the
compensation, benefits and perquisites as set forth in this Letter other than an inadvertent and insubstantial failure that is
promptly remedied, or (v) the Company or its Affiliates fail to fulfill or comply with the commitments and principles with respect
to the operation of the Financial Services Group as set forth in this Letter, and, while applicable, the Operating Principles,
other than an inadvertent and insubstantial failure that is promptly remedied. Your resignation from employment will not constitute
a resignation for “Good Reason” unless you provide written notice to the Reporting Person of the occurrence of the
event constituting “Good Reason” within thirty (30) days of its initial occurrence, the Company fails to remedy the
event within thirty (30) days of its receipt of such notice, and you terminate your employment no later than thirty (30) days following
the end of such cure period.
Base Salary
The Company has twenty-four (24) bi-monthly paydays per
year, generally on the fifteenth (15th) and the last day of the month. Following the Closing Date, you will be
paid each pay period for services provided based on an annualized salary of $500,000, less applicable taxes and other
required or authorized withholdings. Your annual base salary will be reviewed consistent with the practices applicable to the
Reporting Person.
July 1, 2019
Page 5 of 14
Annual Bonus Opportunity and Equity Awards
For each of calendar years 2020 and 2021, your total compensation,
consisting of base salary and annual bonus, shall range between $7,000,000 and $10,000,000, and your total compensation for calendar
years 2022, 2023 and 2024 shall be no less than $5,000,000. For each of calendar years 2020 and 2021, your annual bonus will be
determined by you in consultation with the Reporting Person, based on the Financial Services Group “Total Revenue”
(as defined in the Operating Principles), the portion of Total Revenue attributable to you (determined consistent with the revenue
allocation and attribution methodology applicable to Sandler prior to the Closing Date and the Operating Principles), your performance
in managing the Financial Services Group and any revenues attributable to you that are not Financial Services Group revenues (determined
consistent with the Operating Principles). For each calendar year during your employment thereafter, your annual bonus will be
determined by the Reporting Person in consultation with you, based on the Financial Services Group Total Revenue (without regard
to the fact that the Operating Principles apply through December 31, 2021), the portion of Total Revenue attributable to you (determined
consistent with past practice), your performance in managing the Financial Services Group and any revenues attributable to you
that are not Financial Services group revenues (as determined by the Reporting Person and you). If your employment is terminated
without Cause or due to your death or disability or you resign for Good Reason, you (or your estate) will receive an annual bonus
(without proration) for the applicable calendar year determined in accordance with this Letter.
Annual incentive pay may be made in a mix of cash and
equity (in Piper Jaffray Companies common stock or, pursuant to the policies in place, a portion may also be awarded in
mutual fund restricted shares) based on the guidelines established at the discretion of the Company (which shall apply to you
on a basis no less favorable than as applicable to similarly situated employees of the Company); provided, however,
that your annual bonus payments with respect to your performance during 2020 and 2021 shall be made up of (a) 60% cash and
(b) 40% equity, of which (i) 37.5% shall be paid in restricted Piper Jaffray Companies common stock which shall vest
ratably over three (3) years from the date of grant, (ii) 37.5% shall be paid in mutual fund restricted shares which shall
vest ratably over three (3) years from the date of grant, and (iii) 25% shall be paid in the Company’s annual long-term
performance share unit award granted in February following the year of performance, in each case with the terms and
conditions of such awards to be no less favorable than as applicable to similarly situated executives of Piper Jaffray
Companies. Bonus payments are paid (or granted in the case of the equity award portion) annually, generally in the month of
February following the calendar year of performance, but in any event no later than March 15 of the year following the
calendar year of performance. Any equity grant will be subject to the terms and conditions of the restricted stock or
the mutual fund restricted share agreement pursuant to which it is granted, including a condition that dividends on unvested
restricted stock are accrued and paid out only at the time of vesting, which terms and conditions shall be no less favorable
than those applicable to similarly situated employees of the Company; provided that, notwithstanding anything to the
contrary, in no event shall the restrictive covenants contained in any such equity grants prohibit or be interpreted to
prohibit your engaging in a Designated Field after the third
(3rd) anniversary of the Closing Date (consistent with clause (iii) of the third paragraph under the section
“Non-Compete Agreement”).
You will receive the final distribution of 2019 Sandler income
consistent with the terms of the Merger Agreement.
July 1, 2019
Page 6 of 14
Benefits
You and any eligible family members will be offered a comprehensive
and competitive benefits program, including medical, dental, vision, employee and dependent life, short-term and long-term disability,
health care, dependent care and transportation reimbursement accounts, 401(k), employee assistance, tuition reimbursement, and
more. You will be eligible to participate in the welfare and retirement benefit plans and other plans of general applicability,
as of the Closing Date, although if it is determined that any of the Sandler healthcare plans will remain in effect after the Closing
Date, your healthcare benefits will be provided under those plans while they remain in effect. During your employment, you
will be entitled to time off from work in accordance with the Company’s Personal Time Management program. You will be credited
with your prior service with Sandler in accordance with the terms of the Merger Agreement. We are proud of the benefits we offer
our employees and design them to give you the flexibility to fit your personal needs. You will receive your benefits enrollment
materials shortly after the Closing Date. Benefits questions can be directed to our HR Direct line at 612-303-6246 or 888-477-4737.
In addition, while employed by the Company, you will be entitled to receive expense reimbursement and travel benefits on a basis
no less favorable than that available to you prior to the Closing Date, including the use of private aircraft for business and
personal travel and car service, which will be made available and provided to you on a basis no less favorable than that applicable
to you immediately prior to the Closing Date.
Registration Requirements
Your offered position with the Company requires you to be registered
as a condition of your continued employment. It is our expectation that you take all of the necessary means to maintain your active
status for all of the required registrations for this position going forward.
Representations
You represent and warrant to the Company that you are under
no contractual or other binding legal restriction which would prohibit you from entering into and performing under this Letter
or that would limit the performance of your duties under this Letter.
Notice of Intent to Resign
You agree to abide by the Company’s notice period
policy which requires that you provide the Company with ninety (90) days’ written notice of your intent to resign from
your employment without Good Reason (the “Notice Period”). During the Notice Period, you will
continue to be an employee of the Company and may be required to continue to perform certain job responsibilities and/or
transition your responsibilities. You will continue to receive your base salary and will continue to be eligible to
participate in all benefit plans corresponding to an employee at your level. The Company may require, in its sole
discretion, that you not come to work during the Notice Period. In no event, however, may you, directly or
indirectly, perform services for any other employer during the Notice Period. Any material violation of the Notice
Period requirement under this paragraph shall result in the forfeiture of any unvested stock grants, unvested equity awards,
and any eligibility for severance pay, subject to the terms of such plans, programs, or agreements. By signing this
Letter, you are hereby voluntarily electing to accept employment with the Company and all the benefits and obligations
associated with it, and specifically acknowledge and agree that the Notice Period is fair and reasonable.
July 1, 2019
Page 7 of 14
Termination for Cause by the Company
The Company may terminate your employment at any time for Cause
(subject to the notice and cure requirements set forth herein). Upon such termination, you: (i) shall forfeit all rights to further
payments of base salary, incentives, commissions, bonuses, and any other incentive awards, other than any base salary that has
accrued through the date of termination, but has not yet been paid; (ii) shall forfeit all rights to any unvested equity awards
received with respect to an annual bonus, the unvested Retention Equity Award, and the unvested Equity Consideration; (iii) shall
be entitled to reimbursement for all unpaid reasonable expenses which accrued prior to the notice of termination; and (iv) shall
receive such benefits as provided under the governing terms of any applicable benefit plan.
Restrictive Covenant Definitions
For purposes of this Letter,
the following terms shall have the meanings set forth below:
“Client” means the Company’s current
or prospective investment banking, capital markets, merchant banking, private equity, equities or fixed income institutional brokerage,
loan sales, loan trading, investment advisory, fixed income advisory, portfolio analytics or balance sheet advisory clients, including
any such clients or prospective clients of Sandler preceding the Closing Date or any such client that has done business with the
Company (or Sandler, prior to the Closing Date), in all cases within the twelve (12) months prior to your date of termination,
with a “prospective client” to mean any individual or entity that has been solicited for business by the Company or
an Affiliate within the twelve (12) months prior to your date of termination.
“Designated Field” means the investment advisory
and investment management business as conducted by merchant banks, hedge funds, private equity firms, venture capital firms, family
offices, asset managers, and investment advisory firms. For the avoidance of doubt, Designated Field does not include the activities
and businesses included in the term “Investment Banking.”
“Investment Banking” means any capital
markets (including equity and debt capital raising), fixed income sales and trading (including fixed income analysis), equity
research, equity sales and trading, mergers and acquisition advisory, and/or strategic advisory services, in each case, of
the type and in the manner provided by investment banks. For the avoidance of doubt, Investment Banking does not include the
activities and businesses included in the term “Designated Field.”
July 1, 2019
Page 8 of 14
“Restricted Territory” means any geographic
area, including, but not limited to, North America, Europe, Asia, and the Middle East, in which the Company or its Affiliates
(including, for the avoidance of doubt, Sandler and its Affiliates) (i) is engaged in business at any time within the twelve (12)-month
period prior to your termination date through sales and trading, research, merger and acquisition advisory services, capital raising
or otherwise; or (ii) has within the twelve (12)-month period prior to your termination date otherwise taken demonstrable steps
to commence engaging in business, including by establishing client relationships.
Non-Compete Agreement
You acknowledge and agree that the Company has a legitimate
interest in being protected from you being employed by, or providing services to, an entity that competes with the Company. By
signing this Letter, you hereby voluntarily agree to accept the terms of this non-competition provision as reasonable and equitable
under the circumstances. You specifically agree that it is reasonable with respect to its scope, duration and geographic area.
You acknowledge and agree that the compensation the Company has offered you in this Letter and in connection with the Acquisition
is sufficient consideration for your agreement to this non-competition provision.
If your employment terminates for any reason, you agree that
you shall not become an employee of, or a consultant to, or otherwise engage (including as a director, partner, agent, or advisor)
in any business, enterprise, or activity that competes with the Company or its Affiliates in (i) any Designated Field in the Restricted
Territory for a period ending on the first to occur of (a) the third (3rd) anniversary of the Closing Date and (b) the date that
is twelve (12)-months after the date of your termination of employment by the Company other than for Cause (but not your termination
with or without Good Reason), and (ii) Investment Banking in the Restricted Territory for a period ending on the first to occur
of (a) the fifth (5th) anniversary of the Closing Date and (b) the date that is twelve (12) months after the date of
your termination of employment by the Company other than for Cause (but not your termination with or without Good Reason); provided,
however, that notwithstanding anything to the contrary, in the case of a termination of your employment by you for Good
Reason, if you fail to comply with the foregoing noncompetition covenant after the date that is twelve (12) months following your
date of termination, the Company’s sole remedy for an alleged violation shall be to seek injunctive relief. In all events,
the Designated Field noncompete covenant shall terminate on the third (3rd) anniversary of the Closing Date and the Investment
Banking noncompete covenant shall terminate on the fifth (5th) anniversary of the Closing Date and shall have no further force
and effect.
Notwithstanding the foregoing, nothing in this Letter
shall prevent (1) your ownership of a passive investment interest of no more than five percent (5%) in a publicly traded
company, (2) your management of your personal investments, including through your own family office, to the extent such
investments do not compete with the Company or its Affiliates in any Designated Field or Investment Banking, as applicable,
in the Restricted Territory, in each case during the applicable time periods set forth above, (3) your engaging in a
Designated Field after the third (3rd) anniversary of the Closing Date, including through a business or enterprise that
primarily engages in a Designated Field but that also has an investment bank subsidiary or division that provides services in
Investment Banking that compete with the Company or its Affiliates, as long as you do not provide services to such subsidiary
or division.
July 1, 2019
Page 9 of 14
For the avoidance of doubt, the non-competition covenant in
this Letter is separate and in addition to any non-competition covenant you may be subject to under the Equity Consideration Restricted
Stock Agreement entered into in connection with the Acquisition.
Non-Solicitation of Clients
In consideration of your employment, you agree that during your
employment and for the period ending on the first to occur of (i) the fifth (5th) anniversary of the Closing Date and (ii) the
date that is twelve (12) months following the date of your termination for any reason, you will not, directly or indirectly, solicit
or assist in the solicitation of Clients in the Restricted Territory for a firm other than the Company or its Affiliates to provide
services comparable to those services provided by the Company. In all events, this covenant shall terminate on the fifth (5th)
anniversary of the Closing Date and have no further force and effect. You acknowledge and agree that this non-solicitation agreement
is necessary to protect the Company’s legitimate business interests, and that the compensation that the Company has offered
to you in this Letter and in connection with the Acquisition, including the Retention Equity Award, is sufficient consideration
for your agreement to this non-solicitation provision. By signing this Letter, you voluntarily elect to receive and accept the
terms and conditions of this paragraph and acknowledge and agree that they are fair, reasonable and necessary to protect the Company’s
legitimate business interests.
Non-Solicitation of Employees
In consideration of your employment by the Company, you agree
that during your employment and for the twelve (12)-month period following the effective date of the termination of your employment
for any reason, you will not, directly or indirectly, alone or in concert with others, hire or attempt to hire any person who is,
on the date of the termination of your employment, an employee, an individual consultant or individual contractor of the Company
or Sandler or who was an employee, individual consultant or individual contractor of the Company or Sandler during the twelve (12)
months prior to your date of termination. You also agree that during this period you will not, directly or indirectly, encourage
or induce any employee, individual consultant or individual contractor of the Company to cease providing services to the Company
(other than general solicitations not specifically targeted at any such persons). References herein to an “individual consultant”
or “individual contractor” shall refer to individuals who provide professional services exclusively to the Company
or Sandler for more than a limited period of time. By signing this Letter, you voluntarily elect to receive and accept the terms
and conditions of this paragraph and acknowledge and agree that they are fair, reasonable and necessary to protect the Company’s
legitimate business interests.
For the avoidance of doubt, the client and employee
non-solicitation covenants in this Letter are separate and in addition to any non-solicitation covenants you may be subject
to under the Equity Consideration Restricted Stock Agreement entered
into in connection with the Acquisition.
July 1, 2019
Page 10 of 14
Confidential Information and Unfair Competition; Right
to Report Possible Violations of Law
You recognize that any knowledge or information of any type
whatsoever of a confidential nature relating to the business of the Company or any of its parents, subsidiaries or Affiliates,
including, without limitation, all types of trade secrets, client lists or information, employee lists or information, information
regarding product development, marketing plans, management organization information, operating policies or manuals, performance
results, business plans, financial records, or other financial, commercial, business or technical information (collectively, “Confidential
Information”), must be protected as confidential, not copied, disclosed or used other than for the benefit of the Company
at any time, unless and until such knowledge or information is in the public domain through no wrongful act by you. You further
agree not to divulge to anyone (other than the Company or any of its Affiliates or any persons employed or designated by such entities),
publish or make use of any such Confidential Information without the prior written consent of the Company, except by an order of
a court having competent jurisdiction or under subpoena from an appropriate government agency. You further agree that all such
information, documents and records are and shall at all times remain the sole and exclusive property of the Company and at the
cessation of your employment you shall not retain and shall return to the Company any tangible property, documents or like material
assigned to you by the Company or prepared by you during your employment, including all copies thereof. You acknowledge that your
failure to comply with the provisions set forth herein would constitute unfair competition.
Nothing in this section or in any other provision of this Letter
prohibits you from reporting possible violations of state or federal law to any government agency or entity or any self-regulatory
organization, including but not limited to the Securities and Exchange Commission, the Department of Justice, FINRA, or any other
federal or state agency or Inspector General. Notwithstanding the foregoing, you agree to waive your right to recover monetary
damages in connection with any charge, complaint, or lawsuit filed by you or by anyone else on your behalf (whether involving a
government agency or entity or self-regulatory organization or not) against the Company or any of its Affiliates; provided
that you are not agreeing to waive, and this Letter shall not be read as requiring you to waive, any right you may have to receive
an award for information provided to any government agency or entity.
Remedies For Certain Breaches
You acknowledge and agree that the covenants and
obligations with respect to the provisions titled “Non-Compete Agreement,” “Non-Solicitation of
Clients,” “Non-Solicitation of Employees,” and “Confidential Information and Unfair
Competition; Right to Report Possible Violations of Law” (collectively, the “Restrictive
Covenants”) relate to special, unique and extraordinary services rendered by you to the Company and that the
Company has provided valuable consideration to you in exchange for your agreement to be bound by the Restrictive Covenants.
You further acknowledge and agree the Restrictive Covenants are intended to be valid, legal and enforceable and that a
violation of any of the material terms of the Restrictive Covenants (to the extent applicable) by you will cause the Company
to suffer irreparable injury for which adequate remedies are not available at law and damages would be difficult to ascertain
and speculative. Therefore, if you violate or threaten to violate any of the material terms of the Restrictive Covenants, you
agree that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the
requirement to post bond) restraining you from committing any violation of the Restrictive Covenants. This relief is
cumulative and in addition to any other rights and remedies the Company may have, whether at law or in equity.
July 1, 2019
Page 11 of 14
Furthermore, you acknowledge and agree that if you materially
violate the terms of any of the Restrictive Covenants (to the extent applicable), you shall forfeit your right to any severance
pay to which you may be entitled under the applicable Company plan. In addition, to the extent your actions would also constitute
a material violation of the terms of any covenants in the equity award agreements for any unvested restricted stock shares, or
other unvested equity grants previously awarded to you, you shall have no right, title or interest whatsoever in such shares or
equity grants. This relief is cumulative and in addition to any further rights and remedies the Company may have at law or in
equity or under the Equity Consideration Restricted Stock Agreement.
Outside Securities Accounts
Consistent with Company policy, employees are generally required
to maintain all securities accounts at a Company-approved firm. You agree that you will comply with all other Company trading policies
and procedures with respect to all of your securities accounts in which you, your spouse, your minor children or any person to
whom you contribute material financial support have a beneficial interest (“Employee-Related Accounts”). Please
note that the Company has reviewed and pre-approved a list of your Employee-Related Accounts provided by Sandler as of June 20,
2019.
Outside Business Activities
In addition, current regulations require you to disclose to
us now, and at any time in the future, any outside business activities and/or outside employment, as well as any outside board
affiliations of any public or private corporations. These disclosures will require prior review and approval to determine whether
these activities present any conflicts of interest or other regulatory issues. To the extent you are engaged in any such activity
prior to the date hereof, you shall be able to engage in such activity on the same basis.
Political Campaign Contributions
Certain political campaign contributions previously made by
you have the potential to prohibit the Company from engaging in municipal securities activity for a multi-year period (currently
up to six (6) months prior to the date of such request). You hereby agree to provide the Company information about your political
contributions for such period (whether occurring prior to the Closing Date or thereafter) as requested in writing or pursuant to
the Company’s written policy, in order for the Company to comply with the requirements of any rule of the Municipal Securities
Rulemaking Board, the Securities and Exchange Commission or the Commodity Futures Trading Commission.
July 1, 2019
Page 12 of 14
Income Taxes
The Company intends that the payments to you hereunder will
not be treated as taxable income to you under the Internal Revenue Code until you receive them. The compensation arrangements outlined
in this Letter are intended to satisfy, or be exempt from, the requirements of Section 409A(a)(2), (3) and (4) of the Internal
Revenue Code regarding deferred compensation, including current and future guidance and regulations interpreting such provisions,
and should be interpreted accordingly.
Please be reminded that the Company cannot guarantee any particular
tax treatment or be responsible for any tax penalties you may incur. Although the Company may withhold from any amounts payable
to you such federal, state and local income and employment taxes as the Company shall determine are required to be withheld pursuant
to any applicable law or regulation, ultimately you are solely responsible for the payment of all applicable taxes with respect
to your compensation. You acknowledge and agree that the Company hereby advises you to consult with your own attorney and tax advisor
concerning all provisions of this Letter, including all such provisions that are or may be subject to Section 409A of the Internal
Revenue Code. From and after the Closing Date, you and the Company agree to treat the transactions contemplated by the Merger Agreement
as “closed,” including with respect to the Equity Consideration, which shall be treated in accordance with the Equity
Consideration Restricted Stock Agreement and shall not be subject to withholding or reportable as taxable income upon any future
vesting event.
Governing Law; Jurisdiction; Venue
You agree that any claim, controversy or dispute arising out
of or relating in any way to your employment with the Company or the terms of your employment shall be submitted for arbitration
before the FINRA, subject to the Company’s right to seek equitable relief from any court of competent jurisdiction in accordance
with the provision below.
This Letter shall be subject to, governed by and interpreted
in accordance with, the laws of the State of New York without regard to conflicts of law principles. You and the Company (i) irrevocably
submit to the exclusive jurisdiction and venue of any state or federal court sitting in New York, for the purposes of any suit,
action or other proceeding arising out of or relating in any way to your employment with the Company and (ii) waive and agree not
to assert in any such proceeding a claim that you or it is not personally subject to the jurisdiction of the court referred to
above, that the suit or action was brought in an inconvenient forum or that the venue of the suit or action is improper.
Entire Agreement Between the Parties
This Letter, together with the agreements governing the
Retention Equity Award and Equity Consideration, are the entire agreement and understanding between you and the Company
relating to your compensation following the Closing Date. This Letter replaces any prior agreements or understandings between
you and the Company relating, in any way, to your compensation, including any agreement in principle or oral statement,
letter of intent, statement of understanding or guidelines of the parties hereto with respect to the subject matter hereof,
other than the commitments set forth in the Merger Agreement.
July 1, 2019
Page 13 of 14
Severability
The invalidity of any one or more provisions
of this Letter or any part thereof shall not affect the validity of any other provision of this Letter or part thereof. If one
or more provisions contained herein shall be held to be invalid, this Letter shall be construed as if such invalid provisions are
not a part of this Letter. In addition, if one or more of the Restrictive Covenants is not enforceable in accordance with its terms,
you and the Company agree that such a provision shall be reformed to make it enforceable in a manner which provides the Company
the maximum rights and protection permitted by law.
No Guarantee of Employment
Nothing in this Letter, nor any statement contained herein,
is intended to and, in fact, does not modify the at-will employment relationship that will exist between you and the Company. You
and the Company each retain the right to terminate the employment relationship, without notice, at any time, for any or no reason,
subject to the terms of this Letter governing the timing and consequences of termination of the employment relationship (which
terms shall survive the termination of the employment relationship).
Successors
No rights or obligations of the Company under this Letter may
be assigned or transferred, except that the Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree
to perform this Letter in the same manner and to the same extent that the Company would be required to perform it if no such succession
had taken place.
No rights or obligations of yours under this Letter may be assigned
or transferred by you, other than your rights to payments or benefits hereunder, which may be transferred only by will or the laws
of descent and distribution.
Amendments
No provisions of this Letter may be amended, modified, or waived
unless such amendment or modification is agreed to in writing signed by you and by a duly authorized officer of Piper Jaffray Companies
and Piper Jaffray & Co., and such waiver is set forth in writing and signed by the party to be charged.
Notice
For the purposes of this Letter, notices, demands and all other
communications provided for in this Letter will be in writing and will be deemed to have been duly given when delivered either
personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:
July 1, 2019
Page 14 of 14
If to you:
Address on file with the Company
If to the Company:
Piper Jaffray Companies
800 Nicollet Mall, Ste. 1000
Minneapolis, Minnesota 55402
Attention: John W. Geelan, General Counsel and Secretary
Email: John.W.Geelan@pjc.com
Counterparts
This Letter and any amendments may be executed in any number
of counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument.
[Signature Page Follows]
We are excited about the future of Piper Sandler & Co. and
the opportunity to work with you. If you have any questions, please do not hesitate to contact me.
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Sincerely,
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Piper Jaffray Companies
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By:
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/s/ Chad. R. Abraham
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Name: Chad R. Abraham
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Title: Chief Executive Officer
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By:
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/s/
Chad. R. Abraham
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Name: Chad R. Abraham
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Title: Chief Executive Officer
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Acknowledged and Agreed:
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Signature:
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/s/ Jonathan J. Doyle
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Date:
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July
8, 2019
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