PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT
This Professional Branch Manager Phantom Stock Agreement (this
"Agreement") is made this _________ day of __________________________, 19___, by
and between Legg Mason Wood Walker, Incorporated ("Legg") and
________________________________ ("Employee").
WHEREAS, Employee has accepted employment by
Legg as a Professional Branch Manager; and
WHEREAS, Legg and Employee believe it to be mutually advantageous to
provide for the payment of certain compensation to Employee upon the terms and
conditions hereafter set forth,
Now, therefore, Legg and Employee agree as follows:
1. CERTAIN MONETARY COMPENSATION. In consideration of
Employee's employment with Legg, Legg shall be obligated to pay Employee certain
compensation which Employee may elect to be deferred pursuant to the terms and
conditions of this Agreement.
2. PHANTOM SHARE UNITS. Legg and Employee agree that the
certain compensation to be paid by Legg to Employee shall not be paid currently
but shall be deferred, and as deferred, shall be deemed converted into units
that are economically equivalent to, but are not actual, shares of Legg Mason,
Inc. ("LMI") Common Stock. These "phantom" shares of LMI Common Stock are
referred to as "Share Units."
3. COMPENSATION DEFERRAL ELECTIONS. Simultaneously with
the execution of this Agreement, Employee must direct Legg on a form prescribed
by Legg (hereafter the "Compensation Deferral Election" and attached as Exhibit
A) to defer a portion not to exceed $12,000.00 of Employee's compensation for
the calendar year, on a before tax basis, from Employee's annual bonus or from
Employee's compensation, in any whole percentage Employee chooses, from a
minimum of 1% to a maximum of 15% (not to exceed $12,000.00 in the aggregate);
or from Employee's compensation in any monthly whole dollar amount Employee
chooses, from a minimum of $250.00 to a maximum of $1,000.00.
When electing to make deferrals of compensation under
this Agreement, Employee must make an irrevocable election for an entire
calendar year. Once a calendar year has begun, a deferral election may not be
changed or revoked during the calendar year (except with respect to deferrals in
future calendar years). Notwithstanding the foregoing, however, in the event of
Employee's financial hardship, the Employee may apply to Legg for permission to
reduce or suspend deferral contributions for the remainder of the calendar year
or any part thereof. Legg has the sole discretion as to the extent (if at all)
Exhibit 4.1
<PAGE>
it shall grant the Employee's request. "Financial hardship" is defined as
financial need arising as a result of a sudden and unexpected illness or
accident of the Employee or a dependent, loss of the Employee's property due to
casualty, or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of Employee, but only where such
financial need is not and may not be relieved (i) through reimbursement or
compensation by insurance or otherwise or (ii) by liquidation of the Employee's
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship.
Employee may make changes in his or her deferral
election (including a revocation of further deferrals), effective for any
calendar year after the year in which he or she initially entered into this
Agreement by filing prior to January 1 of the subsequent year a completed
compensation deferral amendment in the form prescribed by Legg (hereafter the
"Compensation Deferral Amendment" and attached as Exhibit B). If Employee fails
to file a completed Compensation Deferral Amendment prior to the beginning of a
calendar year, Employee will be deemed to have elected to keep Employee's prior
election in force for the new calendar year.
4. PROFESSIONAL BRANCH MANAGER PHANTOM STOCK ACCOUNT. In
lieu of paying the deferred portion of Employee's compensation to the Employee
as earned, Legg will establish a Professional Branch Manager Phantom Stock
Account (the "Account") on its books and records for the benefit of Employee
wherein Legg will credit to such Account dollar amounts equal to the
compensation deferred by the Employee under this Agreement (hereafter the
"Compensation Credit") to be converted into Share Units. Each Compensation
Credit will be made as of a date not later than ten (10) business days after the
last day of the month during which the Compensation Credit was earned by
Employee. The number of Share Units into which such Compensation Credit shall be
converted (calculated to four decimal places) will be determined as of the fifth
trading day after the date the Compensation Credit is made and will be equal to
the amount of the Compensation Credit divided by the fair market value of a
share of LMI Common Stock, determined as set forth below. Additionally, Legg
will "match" the Compensation Credit on a monthly basis by contributing to the
Employee's Account a dollar amount equal to the Compensation Credit (hereinafter
the "Matched Credit") with the Matched Credit converted into Share Units in the
same manner as the Compensation Credit (hereinafter the "Matched Share Units").
Fair market value of a share of LMI Common Stock will
equal the five day average of the closing prices on the principal exchange on
which LMI Common Stock is traded for the four trading days immediately preceding
the applicable valuation date and the valuation date (where the valuation date
is the fifth trading day after the date on which the Account is credited), or,
if LMI Common Stock is not then traded on an exchange, such amount as is
determined by Legg using any reasonable method of valuation ("Fair Market
Value").
5. ADJUSTMENT TO ACCOUNT UPON DIVIDEND BY LMI. If, prior
to the date Employee receives a payment from Legg pursuant to this Agreement (a
"Payment Date"), LMI pays any dividend (other than in LMI Common Stock) upon its
Common Stock, or makes any distribution (other than in LMI Common Stock) with
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respect thereto, Employee's Account will be credited with additional Share Units
and Matched Share Units, equivalent to that number of phantom shares of LMI
Common Stock determined by dividing the amount of the dividend or other
distribution allocable to the Share Units and Matched Share Units already
credited to the Account as of the record date for the dividend or distribution,
by 95% of the Fair Market Value of a share of LMI Common Stock on the fifth
business day after the payment date for the dividend or distribution.
In the event that, prior to a Payment Date, the number
of outstanding shares of LMI Common Stock is changed by reason of a stock split,
stock dividend, combination of shares or recapitalization, or LMI Common Stock
is converted into or exchanged for other shares as a result of a merger,
consolidation, sale of assets or other reorganization or recapitalization, the
number of Share Units and Matched Share Units then credited to Employee's
Account will be appropriately adjusted so as to reflect such change (based upon
the best estimate of Legg as to relative values).
Nothing contained in this Agreement shall confer or be
construed as conferring upon Employee any rights as a stockholder of LMI or any
right to have access to the books and records of LMI or any subsidiary.
6. VESTING SCHEDULE OF SHARE UNITS. Employee shall be
fully and immediately vested in all Share Units attributable to or resulting
from Employee's Compensation Credit.
Employee shall vest in Matched Share Units as of
December 31 of the sixth (6th) calendar year following the calendar year for
which Matched Share Units were credited to Employee's Account, as long as
Employee is continuously employed in good standing by Legg through and including
December 31 of such sixth (6th) year, but such Matched Share Units shall be
subject to forfeiture as described in Paragraph 11 if Employee engages in
competition. For example, if Matched Share Units were credited to an Employee's
Account for the calendar year 2002, such Matched Share Units would vest as of
December 31, 2008.
For purposes of determining Employee's vested portion
of Matched Share Units, Employee shall not be entitled to receive any partial or
pro-rated credit for having been employed by Legg for any partial time period
which ends before the last day of the sixth (6th) calendar year following the
calendar year for which Matched Share units were credited to Employee's Account,
unless Employee's employment with Legg terminates prior to such last day of such
sixth (6th) calendar year by reason of disability or retirement (as such terms
are defined below), or death. In the event of any other termination of
employment, whether involuntary or voluntary and for whatever cause or no cause,
Employee shall have no right or claim to any Matched Share Units which have not
vested to Employee and such non-vested Matched Share Units shall belong
exclusively to Legg.
In the event Employee's employment with Legg
terminates as a result of Employee's death, all Matched Share Units shall be
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immediately deemed vested and belonging to Employee's estate or to Employee's
beneficiary if Employee has named a beneficiary as described in Paragraph 10.
In the event Employee's employment with Legg
terminates as a result of Employee's disability, all Matched Share Units shall
be immediately deemed vested and belonging to Employee. For purposes of this
Agreement, "disability" (hereinafter "Disability") shall mean a medically
determinable physical or mental impairment which, as determined by the Legg
Deferred Compensation Committee using such criteria as it establishes in its
sole and absolute discretion, will prevent Employee from performing his usual
duties or any other similar duties in connection with his employment by Legg.
Unless distribution of benefits is forfeited pursuant
to Paragraph 11 due to Employee engaging in competition, vesting pursuant to
this Paragraph shall continue after Employee retires from Legg provided that
such retirement (hereinafter "Retirement") occurs (i) on or after Employee is
age 65; (ii) on or after Employee is age 55 if the sum of Employee's age at
retirement and his or her years of service with Legg equals at least 75; or
(iii) on or after Employee is age 60 if the Employee has a minimum of ten years
of service with Legg.
7. ASSIGNMENT OF BENEFITS. No amount payable, or other
right or benefit, under this Agreement, will, except as otherwise specifically
provided by this Agreement or by applicable law, be subject to sale, assignment,
transfer, pledge, encumbrance, attachment, garnishment or levy prior to
distribution to Employee. Since this Agreement is intended to be a
non-qualified, unfunded plan not subject to the Employment Retirement Income
Security Act of 1974, as amended, payments under this Agreement will not be
subject to the provisions of any qualified domestic relations order (as defined
under the Internal Revenue Code) applicable to an Employee's deferred
compensation benefit.
Notwithstanding any provision herein to the contrary,
Employee acknowledges and agrees that any distribution payable under this
Agreement may be used at the discretion of Legg to offset any debt owed by
Employee to Legg at the date such distribution would otherwise be paid. Employee
expressly authorizes Legg to withhold distributions payable under this Agreement
to offset any debts or other liabilities owed by Employee to Legg. If Legg is
aware of any errors, loans outstanding or liabilities of Employee, Legg may
withhold distributions under this Agreement until such time as the liabilities
are satisfied or Legg has determined that a liability no longer exists.
8. UNFUNDED NATURE OF THE AGREEMENT. Legg will not be
required to purchase, hold or dispose of any investments with respect to the
Compensation Credits or Share Units. Employee has no interest in the Account or
in any investments Legg may purchase with such amounts, except as a general,
unsecured creditor of Legg.
Should Legg elect to make contributions to a trust
(hereinafter referred to as the "Trust") to assist Legg in paying the benefits
which may accrue hereunder, the amounts contributed shall be used to purchase
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the deemed investments under Paragraph 4, subject to application of the
provisions of this Paragraph 8 to the actual investments. However, contributions
to the Trust shall not reduce or otherwise affect Legg's liability to pay
benefits under this Agreement (which benefits may be paid from the Trust or from
Legg's general assets, in Legg's discretion), except that Legg's liability shall
be reduced by actual benefit payments from the Trust (and the Account shall be
appropriately adjusted to reflect such payments). If any such investments, or
any contributions to the Trust, are made by Legg, such investments shall have
been made solely for the purpose of aiding Legg in meeting its obligations under
this Agreement, and, except for actual contributions to the Trust, no trust or
trust fund is intended. To the extent that Legg does, in its discretion,
purchase or hold any such investments (other than through contributions to the
Trust), Legg will be named sole owner of all such investments and of all rights
and privileges conferred by the terms of the instruments or certificates
evidencing such investments. Nothing stated herein will cause such investments,
or the Trust, to form part of the Account, or to be treated as anything but the
general assets of Legg, subject to the claims of its general creditors, nor will
anything stated herein cause such investments, or the Trust, to represent the
vested, secured or preferred interest of the Employee or his beneficiaries. Legg
shall have the right at any time to use such investments not held in the Trust
in the ordinary course of its business. Neither the Employee nor any of his
beneficiaries shall at any time have any interest in the Account or the Trust or
in any such investments, except as a general, unsecured creditor of Legg to the
extent of the deferred compensation arrangement which is the subject of this
Agreement.
9. MODE OF DISTRIBUTION. Legg will make all distributions
under this Agreement in shares of LMI Common Stock.
Employee acknowledges that, because Fair Market Value
will be measured by taking into account stock prices over a five day period
preceding the date a distribution is due, Employee will be subject to some
market risk if the trading price of LMI Common Stock declines during the five
day period. After the date of distribution, Employee must make his or her own
decision as to whether to sell or retain the shares received under this
Agreement. Any brokerage commissions or other charges incurred in the event
Employee decides to sell such shares will be the sole responsibility of the
Employee, not Legg.
10. TIMING OF DISTRIBUTION.
10.1 In General. Simultaneously with the execution
of this Agreement, Employee must make an election on a form prescribed by Legg
(hereafter the "Payment Option Election" and attached as Exhibit C) to receive
the benefits payable under this Agreement either:
(a) with respect to Share Units and corresponding
Matched Share Units, as soon as practicable following the date, but in any event
not later than sixty (60) days following the date, on which the respective
Matched Share Units have fully vested pursuant to Paragraph 6; or
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(b) in the event an Employee's employment with Legg
terminates as a result of Retirement, with respect to Share Units resulting from
Employee's Compensation Credits, either (i) in a single lump sum as soon as
practicable following the last day, but in any event not later than sixty (60)
days following the last day, of the calendar year during which the Employee's
Retirement occurred or (ii) in three (3) annual installment distributions of the
balance of the Account, the first of which shall occur as soon as practicable
following the last day, but in any event not later than sixty (60) days
following the last day, of the calendar year during which the Employee's
Retirement occurred and (iii) with respect to Matched Share Units, unless
distribution of Matched Share Units are forfeited pursuant to Paragraph 11 due
to the Employee engaging in competition, as soon as practicable following the
last day, but in any event not later than sixty (60) days following the last day
of each calendar year during which such Matched Share Units vest; provided,
however, that if the balance in the Employee's Account at the time of Retirement
is less than $20,000, the Employee may not elect option (ii).
10.2 Termination of Employment. For purposes of
determining the amount of any distribution with respect to Matched Share Units,
an Employee shall not be entitled to receive any partial or pro-rated credit for
Matched Share Units allocated to his Account for calendar years ending after the
date which is six (6) years prior to the date of termination. If an Employee's
employment with Legg terminates for any reason other than death, Disability or
Retirement (as such terms are defined herein), whether involuntary or voluntary
and for whatever cause or for no cause, the Employee shall have no right or
claim to any such Matched Share Units and such Matched Share Units shall be
forfeited in their entirety. Forfeited amounts shall revert to Legg and will not
be allocated to other Employees. Shares Units attributable to the Employee's
Compensation Credit shall be paid to Employee in accordance with Employee's
Payment Option Election.
10.3 Death.
(i) In the event an Employee's employment with
Legg terminates as a result of death, all Share Units and Matched Share Units in
his Account shall be paid, in accordance with the Employee's Payment Option
Election, to the Employee's estate or to the Employee's beneficiary (if the
Employee has named a beneficiary on a form prescribed by Legg (hereafter, the
"Designation of Beneficiary") by executing and completing a form attached hereto
as Exhibit D naming a person or persons to receive distributions payable under
this Agreement (the "Beneficiary")) as soon as practicable following the last
day, but in any event not later than sixty (60) days following the last day of
the calendar year during which the Employee's death occurred.
(ii) In the event of an Employee's death
subsequent to the date of the Employee's Retirement and at a time during which
the Employee is receiving distributions under this Agreement, all Share Units
and Matched Share Units then remaining in the Employee's Account shall be paid,
notwithstanding the Employee's Payment Option Election, in a lump sum, to the
Employee's estate or to the Employee's beneficiary as soon as practicable
following the date of death of the Employee.
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10.4 Disability. In the event an Employee's employment
with Legg terminates as a result of Disability, all Share Units and Matched
Share Units in his Account shall be paid, in accordance with Employee's Payment
Option Election, as soon as practicable following the last day, but in any event
not later than sixty (60) days following the last day, of the calendar year
during which Disability occurred.
10.5 The amount of any distribution with respect to an
Account will be determined on the date Employee or his or her Beneficiary is
entitled to receive a distribution and, to the extent an Account includes Share
Units or vested Matched Share Units, will be based on the Fair Market Value of
LMI Common Stock as of the date Employee or his or her Beneficiary is entitled
to receive a distribution.
11. NON-COMPETE REQUIREMENT. If Employee "engages in
competition" with Legg prior to one year after the Matched Share Units have
fully vested pursuant to Paragraph 6, Employee's claim to such respective
Matched Share Units, both vested and non-vested, shall be forfeited in its
entirety. Forfeited amounts shall revert to Legg.
11.1 For purposes of this Agreement, Employee shall be
deemed to have "engaged in competition" with Legg if he or she:
11.1.1 discloses the names of or otherwise identifies
any of Legg's customers to any person, firm, corporation, association, or other
entity for any reason or purpose whatsoever;
11.1.2 discloses to any person, firm, corporation,
association, or other entity any information regarding Legg's general business
practices or procedures, methods of sale, list of products, personnel
information or any other information concerning Legg's business;
11.1.3 owns, manages, operates, controls, is employed
by, acts as an agent for, participates in or is connected in any manner with the
ownership, management, operation or control of any firm, corporation,
association or other entity which is engaged in businesses which are or may be
competitive to the business of Legg; provided further that this restrictive
covenant shall encompass the State of Maryland and any other states where Legg
is engaged in business, and every city, county, and other political subdivision
of such states; or
11.1.4 solicits or calls, either by himself or at his
or her direction has any other person or firm solicit or call, any of the
customers of Legg on whom Employee called, with whom Employee became acquainted,
or of whom Employee learned during his employment by Legg.
11.2 It is the intention of Legg that this Paragraph be
given the broadest protection allowed by law with regard to the restrictions
herein contained. Each restriction set forth in this Paragraph shall be
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construed as a condition separate and apart from any other restriction or
condition. To the extent that any restriction contained in the Paragraph is
determined by any court of competent jurisdiction to be unenforceable by reason
of it being extended for too great a period of time, or as encompassing too
large a geographic area, or over too great a range of activity, or any
combination of these elements, then such restriction shall be interpreted to
extend only over the maximum period of time, geographic area, and range of
activities which the court deems reasonable and enforceable.
12. FICA OR PAYROLL TAX. Any FICA or other payroll tax which
may be imposed on Employee with respect to the deferred compensation under this
Agreement will be, unless otherwise determined by Legg, deducted from the
non-deferred remainder of compensation of Employee.
13. DISPUTES SUBJECT TO ARBITRATION. Employee agrees that any
controversy or dispute arising under this Agreement which cannot be resolved by
the Legg Deferred Compensation Committee, or out of Employee's employment by
Legg (including, but not limited to, claims arising under the Civil Rights Act
of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act
of 1967, and analogous state statutes), shall be submitted for arbitration upon
demand of either party in accordance with the rules of the National Association
of Securities Dealers, Inc. or the New York Stock Exchange, Inc., provided,
however, that in the event of termination of Employee's employment, Legg shall
be entitled to seek injunctive relief or confess judgment against Employee
pursuant to the terms of any other applicable agreement and that Legg shall be
entitled to apply for and obtain from any state or federal court such relief
before or after the commencement of any arbitration proceeding, such relief to
be afforded to Legg pending the decision of the arbitrators.
14. EMPLOYMENT-AT-WILL. Employee and Legg agree and
acknowledge that this Agreement shall not be construed as a contract of
employment. Legg maintains an employment-at-will policy. As Employee is free to
end his or her employment with Legg at any time for any reason or no reason,
Legg is free to end the employment with Employee at any time for any reason or
no reason.
Furthermore, Legg may end at any time Employee's
employment as a Professional Branch Manager. In the event Employee is no longer
employed as a Professional Branch Manager, Employee will no longer be entitled
to defer compensation pursuant to this Agreement. However, as long as Employee
continues to be employed in good standing by Legg, Employee shall continue to be
entitled to the benefits due Employee under this Agreement.
15. GOVERNING LAW. This Agreement shall be governed,
construed, and enforced in accordance with the laws of the State of Maryland.
16. EFFECTIVENESS OF THIS AGREEMENT. If any part of this
Agreement shall be held invalid or unenforceable, that part shall be deemed
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modified as necessary to make it effective, and the remaining provisions of this
Agreement shall remain in effect.
17. ENTIRE UNDERSTANDING OF PARTIES. This Agreement
incorporates the entire understanding between Employee and Legg on the subject
matter herein and may be not changed except by a writing signed by a duly
authorized officer of Legg and Employee.
18. ASSISTANCE OF COUNSEL. Employee acknowledges that
Employee was given the opportunity to read this Agreement and to seek the
assistance of counsel before Employee decided to accept the terms of this
Agreement or sign this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the date first hereinabove written.
EMPLOYEE:
-----------------------------------
Signature
-----------------------------------
Print Full Name
LEGG MASON WOOD WALKER,
INCORPORATED
BY:________________________________
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EXHIBIT A
PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT
Compensation Deferral Election
Pursuant to the Agreement, I agree to the following deferral of amounts
that would otherwise be payable to me as current compensation (pick a., b. or
c.):
(a) Annual Bonus Whole
Dollar Deferral $_______ (not to exceed $12,000.00)
(b) Percentage of
Compensation Deferral: _______% of compensation (1% to 15%
and not to exceed
$12,000.00 in the aggregate
in combination with the
above deferral)
or
(c) Monthly Whole Dollar Deferral $_______ ($250.00 to $1,000.00)
Having read and understood the Agreement provided to me by Legg, I
understand and agree that:
1. My deferrals will be made from compensation payable
to me in the calendar year and all subsequent
calendar years until I submit to Legg a Compensation
Deferral Amendment in accordance with the terms of
the Agreement and which is received by Legg prior to
the first day of the calendar year for which it is to
be effective.
2. Elections may not be changed or revoked except at the
end of a calendar year (except in the event of severe
financial hardship, in which case, I may apply to
Legg for its consent to a suspension of deferrals).
<PAGE>
3. Any deferral is subject to all of the terms and
conditions of the Agreement, including particularly
that: (i) deferrals are irrevocable until one year
after vesting of Matched Share Units, retirement,
termination, disability, or death, whichever occurs
earliest, (ii) compensation which I defer is not
invested directly in common stock (therefore, I have
no rights as a stockholder by virtue of this
Agreement), and (iii) my only claim in the event of
financial difficulty of Legg is as an unsecured
general creditor for the benefits due to me under the
Agreement.
Employee:
---------------------------
Signature Date
---------------------------
Print full name
Receipt Acknowledged:
LEGG MASON WOOD WALKER, INCORPORATED
By:----------------------------------
Signature
2
<PAGE>
EXHIBIT B
PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT
Compensation Deferral Amendment
The purpose of this form is to change a previously-filed election. I understand
that:
1. The election made in this Compensation Deferral
Amendment applies only to the portion of my Account
under the Agreement attributable to contributions
credited after the first day of the calendar year
following receipt of this form by Legg.
2. The election made in this Compensation Deferral
Amendment will remain in effect for all future
calendar years unless I file a new Compensation
Deferral Amendment with Legg prior to the first day
of the calendar year for which it is to be effective.
ELECTION CHANGE: (Check as applicable)
__ I elect to cease further deferrals of my compensation.
__ Having previously suspended deferrals of my compensation, I
elect to resume such deferrals, at the percentage set forth
below.
__ I elect that further deferrals of my compensation shall be
equal to:
(a) _________ of my annual bonus (not to exceed
$12,000.00);
(b) _________% of compensation (1% to 15% and not to
exceed $12,000.00 in combination with the
above deferral); or
(c) $_________ per month ($250.00 to $1,000.00).
Employee:
--------------------------------
Signature Date
---------------------------------
Print full name
<PAGE>
Receipt Acknowledged:
LEGG MASON WOOD WALKER, INCORPORATED
By: --------------------------------
Signature
<PAGE>
EXHIBIT C
PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT
Payment Option Election
I hereby elect to receive the benefits attributable to the Share Units
and any corresponding Matched Share Units of my Account under the Agreement in
the following manner: (check one)
a. ______ as soon as practicable following the last day, but in any
event not later than sixty (60) days following the last day,
of the sixth calendar year following the calendar year for
which such amounts were credited or allocated to my Account.
b. ______ in a lump sum as soon as practicable following the last day,
but in any event not later than sixty (60) days following the
last day, of the calendar year in which my employment with
Legg terminates as a result of my death, "Disability" or
"Retirement," as defined in the Agreement, or other reasons
resulting in my right to receive benefits under the
Agreement.
c. _____ in three annual installments with the first of such
installments occurring as soon as practicable following the
last day, but in any event not later than sixty (60) days
following the last day, of the calendar year in which my
employment with Legg terminates as a result of my death,
"Disability" or "Retirement," as defined in the Agreement or
other reasons resulting in my right to receive benefits under
the Agreement.
I understand that if I elect to receive distributions in installments,
each installment will be determined by dividing the then value of the amount to
be distributed by the number of installments remaining to be paid (including the
installment then due). If the amount of the total distribution is less than
$20,000.00, I understand installment option c. above will not be available and I
will receive a single lump sum payment. I understand that if I elect options a.
or c. above and am receiving installments as a result of my "Retirement", then
<PAGE>
Professional Branch Manager Phantom Stock Agreement
Payment Option Election
Page 2
if I die before receiving all amounts to which I am entitled under the
Agreement, the balance in my Account at the time of my death will be distributed
to my estate or Beneficiary in a lump sum as soon as practicable after my death.
Employee:
-------------------------------
Signature Date
-------------------------------
Print full name
Receipt Acknowledged:
LEGG MASON WOOD WALKER, INCORPORATED
By: ---------------------------------
Signature
<PAGE>
EXHIBIT D
PROFESSIONAL BRANCH MANAGER PHANTOM STOCK AGREEMENT
Designation of Beneficiary(ies)
By virtue of my right under the Agreement to designate the beneficiary(ies) of
any death benefits payable under the Agreement, and subject to any future
exercise of said right by me, I hereby direct that any and all such death
benefits shall be paid, in accordance with the terms of the Agreement, to the
person(s) named below who are living at the time of each such payment, and,
unless otherwise expressly indicated, in equal shares among them if more than
one such person shall be living at the time of each such payment:
PRIMARY BENEFICIARY(IES)
---------------------------------------------------------
Name/Relationship Address
---------------------------------------------------------
Name/Relationship Address
--------------------------------------------------------
Name/Relationship Address
In the event that no primary beneficiary shall be living at the time of any
death benefit payment, I hereby direct that such remaining payment(s) shall be
made to those person(s) named below who are living at the time of each such
remaining payment, and, unless otherwise expressly indicated, in equal shares
among them if more than one such person shall be living at the time of each such
remaining payment:
CONTINGENT BENEFICIARY(IES)
--------------------------------------------------------------
Name/Relationship Address
--------------------------------------------------------------
Name/Relationship Address
--------------------------------------------------------------
Name/Relationship Address
<PAGE>
Professional Branch Manager Phantom Stock Agreement
Payment Option Election
Page Two
Professional Branch Manager Phantom Stock Agreement
Designation of Beneficiary(ies)
In the further event that none of the persons named above, either as primary or
contingent beneficiary(ies), shall be living at the time of any death benefit
payment, all remaining payment(s) shall be made to my estate pursuant to the
Agreement.
NOTE: If so specified in the above designations, "person" includes a
trust or corporation.
Employee:
---------------------------------------------
Signature Date
---------------------------------------------
Print full name
----------------------------
Witness
Receipt Acknowledged:
LEGG MASON WOOD WALKER, INCORPORATED
By: -----------------------------------
Date
