JMP GROUP INC.
2007 EQUITY INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK UNIT AWARD
[DISCOUNT PORTION OF AWARD]
You (the “Grantee”) have been granted an award of Restricted Stock Units (the “Award”), subject to the terms and
conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the JMP Group Inc. 2007 Equity Incentive Plan, as
amended from time to time (the “Plan”) and the Restricted Stock Unit Agreement (the “Agreement”) attached hereto, as follows.
Unless otherwise provided herein, the terms in this Notice shall have the same meaning as those defined in the Plan.
Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Agreement and the Plan, the
Units will “vest” in accordance with the following schedule (the “Vesting Schedule”):
Fifty percent (50%) of the Units shall vest on the second anniversary of the Date of Award and twenty-five percent
(25%) of the Units shall vest on each of the third and fourth anniversaries of the Date of Award.
Notwithstanding the foregoing, (i) in the event of a Change in Control, one hundred percent (100%) of the Units shall vest
immediately prior to the effective date of such Change in Control; and (ii) in the event of a Corporate Transaction, vesting shall
accelerate immediately prior to the effect date of such Corporate Transaction (subject to delayed conversion of such Units as
provided below) with respect to the number of Units equal to the quotient obtained by dividing (x) (subject to the
adjustment provisions of Section 10 of the Plan) by (y) the Fair Market Value of a Share as of the date of the Corporate
Transaction (rounded down to the nearest whole Unit), but in no event will such quotient exceed the Total Number of Units
Awarded as set forth above. The shares of Common Stock (or a cash payment in lieu of such shares attributable to the Units
accelerated pursuant to clause (ii) above) will be issued or paid on the earlier of (A) two ye