Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 22, 2008, the Compensation Committee of the Board of Directors (the "Committee") of JMP Group Inc. (the "Company") approved amendments to certain restricted stock units ("RSUs") that were granted in 2007 and 2008 to employees of the Company, including each of the Company's named executive officers, under the Company's 2007 Equity Incentive Plan (the "Plan").
In particular the Committee approved the immediate acceleration of the vesting of 990,862 RSUs as of December 22, 2008 (the "Effective Date"). These vested RSUs remain subject to the terms and conditions of the applicable restricted stock unit agreement (a form of which is filed as an exhibit to the Company's Form 10-Q for the quarterly period ended March 31, 2008), which include lockup provisions and potential forfeiture if the holder breaches certain covenants, including non-competition covenants.
Because the Company's named executive officers were issued RSUs under the Plan as compensation in January 2008, the acceleration in vesting resulted in material modifications to the compensation arrangements in the following amounts payable to the named executive officers as follows:
(i) of the 146,250 RSUs previously granted to Joseph A. Jolson in January 2008, 146,250 RSUs vested immediately as of the Effective Date and had a current market value of $713,700.00;
(ii) of the 79,861 RSUs previously granted to Craig R. Johnson in January 2008, 79,861 RSUs vested immediately as of the Effective Date and had a current market value of $389,721.68;
(iii) of the 43,450 RSUs previously granted to Carter D. Mack in January 2008, 43,450 RSUs vested immediately as of the Effective Date and had a current market value of $212,036.00;
(iv) of the 43,450 RSUs previously granted to Mark L. Lehmann in January 2008, 43,450 RSUs vested immediately as of the Effective Date and had a current market value of $212,036.00;
(v) of the 65,000 RSUs previously granted to Thomas B. Kilian in January 2008, 65,000 vested immediately as of the Effective Date and had a current market value of $317,200.00. The current market value of the accelerated RSUs was calculated using the closing price reported by the New York Stock Exchange on the Effective Date.

---