Unassociated Document


    Exhibit
10.2

    
 

     

    EMPLOYMENT
AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the Effective Date, by and
between Gleacher Partners, LLC (“Partners”), Broadpoint Capital, Inc., a New
York corporation (“Capital”), Broadpoint Securities Group, Inc. (“Broadpoint”),
and Eric Gleacher (“Employee”).

     

    W I T N E S S E T
H:

     

    WHEREAS,
Capital and Broadpoint desire to cause Employee to be appointed as Chairman of
Broadpoint, and Employee desires to be appointed to that position;

     

    WHEREAS,
Capital desires to employ Employee as a senior member of the Investment Banking
Division of Capital and its affiliates, and Employee desires to be employed in
that position;

     

    WHEREAS,
an Agreement and Plan of Merger by and among Broadpoint, Magnolia Advisory LLC,
Gleacher Partners Inc., certain of the stockholders of Gleacher Partners Inc.,
and each of the holders of interests in Gleacher Holdings, LLC, dated as of
March 2, 2009 (the “Merger Agreement”) will be entered into concurrently with
the execution of this Agreement, pursuant to which Gleacher Partners Inc. will
be merged with and into Magnolia Advisory LLC (the “Merger”);

     

    WHEREAS,
Employee currently is an employee of Partners, and Partners will be a
wholly-owned subsidiary of Magnolia Advisory LLC following the
Merger;

     

    WHEREAS,
Partners desires to continue to employ Employee following the Merger as a senior
member of the Investment Banking Division of Partners until Employee is employed
by Capital, and Employee desires to continue to be employed in that
position;

     

    WHEREAS,
in connection with the Merger, Employee shall receive significant consideration
pursuant to the terms of the Merger Agreement;

     

    WHEREAS,
as a condition to the Merger, the Merger Agreement contemplates, among other
things, that Employee shall enter into this Agreement; and

     

    WHEREAS,
as a condition to the Merger, the Merger Agreement also contemplates Broadpoint
and Employee shall enter into a Non-Competition and Non-Solicitation Agreement
concurrently with the execution of this Agreement (the “Non-Competition
Agreement”).

     

    NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Partners, Capital and Employee hereby agree as
follows:

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    1.           Employment
and Employment Period.

     

    (a)           The
“Effective Date” of this Agreement shall be the “Closing Date” as defined in the
Merger Agreement.  In the event the Effective Date does not occur,
this Agreement shall be void
ab initio and of no force and effect.

     

    (b)           Company
(as defined below) agrees to employ Employee and Employee agrees to be employed
by Company, on the terms and conditions set forth in this Agreement, for a
period commencing on the Effective Date and continuing thereafter until the
third anniversary thereof, unless sooner terminated pursuant to Section 5 hereof
(the “Employment Period”).  The Employment Period shall automatically
be extended for one additional year upon the third anniversary of the Effective
Date without the necessity of any affirmative action by any party, unless either
party provides at least six (6) months’ advance written notice to the other
party that the Employment Period will not be extended.  Following the
termination of Employee’s employment for any reason, he shall resign any and all
officerships and directorships he then holds with Broadpoint, Company or any of
their affiliates.

     

    (c)           For
purposes of this Agreement, “Company” shall mean Partners during the period
commencing on the Effective Date and ending as of the date on which Broadpoint
determines that Employee’s employment shall be transferred to
Capital.  Thereafter, Company shall mean Capital.  Employee
acknowledges and agrees that the transfer of Employee’s employment from Partners
to Capital as contemplated by this Agreement (and without any other event) shall
not constitute a termination of employment or Good Reason (as defined below) for
purposes of this Agreement.  Notwithstanding the foregoing definition
of “Company,” Broadpoint shall be jointly and severally liable for, and
guarantee any obligations of, Partners hereunder during the period that Partners
is “Company” for purposes of this Agreement.  Broadpoint will use its
reasonable best efforts to combine Company and Partners, or to transfer the
employment of all employees of Partners  to Company, by December 31,
2009.

     

    2.           Title and
Duties.

     

    (a)           Effective
as of the Effective Date, the Board of Directors of Broadpoint (the “Board”)
shall appoint Employee as a member and Chairman of the Board and thereafter
during the Employment Period shall nominate Employee for election as a member of
the Board when his seat on the Board is up for re-election.  While
serving on the Board, Employee shall serve as Chairman of Broadpoint and shall
(i) have the duties, responsibilities and authority commensurate with such
position and such other duties and responsibilities as are otherwise set forth
in Broadpoint’s By-Laws, (ii) be responsible for the origination and execution
of signature investment banking transactions, (iii) assist in building
Broadpoint, Company and their investment banking brand through pro active
interaction with the media, and (iv) work with the Chief Executive Officer of
Broadpoint and Company on strategic direction and sourcing capital consistent
with the business plan of Broadpoint and Company.

     

    (b)           (i)
During the Employment Period, Employee shall serve as a senior member of the
Investment Banking Division of Company and its affiliates (the “Division”), (ii)
during the portion of the Employment Period that Partners is “Company” for
purposes of this Agreement, Employee shall also serve as the Chief Executive
Officer of Partners, with such 

     

     

    
      
        
        

      

      
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    duties
and responsibilities as are commensurate with such position, and (iii) during
the Employment Period, Employee shall devote substantially all of his working
time and attention during normal working hours to the performance of his duties
hereunder.  For purposes of any applicable regulatory or self
regulatory requirements, Employee’s supervisory duties and responsibilities
shall be as set forth in the Joint Marketing Agreement to be entered into, and
on terms mutually agreed between the date hereof and the Effective Date, by
Partners and Capital.  Notwithstanding the foregoing, nothing in this
Agreement shall restrict Employee from managing his personal investments,
personal business affairs and other personal matters, or serving on civic or
charitable boards or committees, if such activities do not interfere with the
performance of his duties hereunder or conflict with the Company’s interests (it
being understood that Employee’s continued provision of services to Gleacher
Mezzanine Funds and Gleacher Fund Advisors at the same level as Employee
provided such services prior to the Effective Date shall in no event be deemed a
violation of this Section 2(b); provided that Employee does not devote more than
ten hours to the provision of such services during any month during the
Employment Period).

     

    3.           Compensation
and Benefits.  For the services
rendered by Employee to Company during the Employment Period, Employee shall be
paid and provided the compensation and benefits set forth in this Section
3.

     

    (a)           Base
Salary.  As compensation
for services performed under and during the Employment Period, Company shall pay
to Employee, in regular periodic installments as in effect immediately prior to
the Effective Date, a base salary (the “Base Salary”) at the rate of Three
Hundred Fifty Thousand Dollars ($350,000.00) per year.  Employee’s
Base Salary shall be reviewed each year and may be adjusted upward from time to
time at the discretion of the Chief Executive Officer of the Company and, where
appropriate, the compensation committee of the Board.

     

    (b)           Annual
Bonus.  Employee shall
participate in the annual bonus pool for the Division for each fiscal year of
Broadpoint that begins during the Employment Period; provided, however, that
Employee’s bonus with respect to the fiscal year that begins prior to the
Effective Date shall be pro-rated to correspond to the portion of such fiscal
year that follows the Effective Date.  The amount, if any, of
Employee’s annual bonus will be determined under terms and conditions developed
by the compensation committee of the Board, as recommended by the Chief
Executive Officer of the Company.

     

    (c)           Benefits.  At all times
during the Employment Period, Employee shall be entitled to receive employee
benefits on such basis as is comparable to those provided to other senior
Employees of Broadpoint, subject to the terms and conditions of the relevant
benefits plans and policies; provided, however, that during
the Benefits Continuation Period (as defined in the Merger Agreement), Employee
shall be entitled to receive employee benefits on a basis that is no less
favorable than as set forth in Section 7.10(a) of the Merger
Agreement.  Employee shall be entitled to vacation and paid holidays
consistent with Company’s practices as adopted from time to
time.  During the Employment Period, Employee shall be entitled to
automobile transportation related benefits for business purposes that are no
less favorable than those provided to Employee immediately prior to the
Effective Date.

     

     

     

    
      
        
        

      

      
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    (d)           Equity
Compensation Awards.  During the
Employment Period, Employee shall be eligible to participate in, and receive
awards under, Broadpoint’s 2007 Incentive Compensation Plan (or any successor
plan thereto), subject to the terms and conditions of such Plan and the
applicable award agreements.

     

    4.           Expenses.  Employee shall be
entitled to be fully reimbursed for all reasonable expenses incurred by him in
the performance of his duties hereunder on the same basis as applied to him at
Gleacher Partners Inc. as of immediately prior to the Effective
Date.  Any reimbursement or advancement payable to Employee pursuant
to this Agreement shall be conditioned on the submission by Employee of all
expense reports reasonably required by Company under the applicable expense
reimbursement policy, and shall be paid to Employee as soon as practicable
following receipt of such expense reports, but in no event later than the last
day of the calendar year following the calendar year in which Employee incurred
the reimbursable expense.  Any amount of expenses eligible for
reimbursement, or in-kind benefit provided, during a calendar year shall not
affect the amount of expenses eligible for reimbursement, or in-kind benefit to
be provided, during any other calendar year.  The right to any
reimbursement or in-kind benefit pursuant to this Agreement shall not be subject
to liquidation or exchange for any other benefit.

     

    5.           Termination
and Termination of Benefits.  Employee’s
employment with Company shall terminate under the following
circumstances:

     

    (a)           Expiration
of Employment Period Without Continued Employment of Employee by
Company.  Employee’s
employment shall terminate as of the last day of the Employment
Period.  In such event, and subject to the other provisions of this
Section 5, Employee shall be entitled to the following payments and
benefits and Company shall have no further obligations to Employee under this
Agreement:

     

    (i)           Employee
shall be entitled to receive any accrued but unpaid Base Salary through the last
day of the Employment Period within 30 days after such last day of the
Employment Period, and any accrued benefits payable to Employee in accordance
with Company’s benefits policies or the provisions of any benefit plan in which
he is then a participant to the extent provided therein;

     

    (ii)           Company
shall pay Employee a pro-rated bonus for the fiscal year in which termination
occurs, to be paid in cash at the time such bonus would have been paid if
Employee remained employed determined consistent with Section 3(b) (but in no
event later than 2-1/2 months following the end of the year in which Employee’s
employment is terminated), and shall also pay Employee any other bonus with
respect to any other fiscal year that had been earned at the time of the
termination of Employee’s employment, but not yet paid (payable in no event
later than 2-1/2 months following the end of the year in which such bonus was
earned); and

     

    (iii)           Any
equity compensation awards previously made to Employee shall vest or be
forfeited in accordance with the terms of Broadpoint’s 2007 Incentive
Compensation Plan (or any successor plan under which such awards were granted)
and the applicable award agreements.

     

     

     

    
      
        
        

      

      
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    (b)           Termination
By Employee Without Good Reason.  Employee may
resign from Company at any time upon sixty (60) days’ prior written notice to
Company.  In the event of resignation by Employee under this
Subsection (b), Company may elect to waive the period of notice, or any portion
thereof and thereby accelerate the date of termination.  In the event
of termination by Employee of his employment under this Subsection (b), Employee
shall be entitled to the following payments and benefits and Company shall have
no further obligations to Employee under this Agreement:

     

    (i)           Employee
shall be entitled to receive any accrued but unpaid Base Salary through the
effective date of such termination within 30 days following the date of
termination and any accrued benefits payable to Employee in accordance with
Company’s benefits policies or the provisions of any benefit plan in which he is
then a participant to the extent provided therein;

     

    (ii)           Company
shall pay Employee any bonus with respect to any concluded fiscal year that had
been earned at the time of the termination of Employee’s employment, but not yet
paid (payable in no event later than 2-1/2 months following the end of the year
in which such bonus was earned); and

     

    (iii)           Any
equity compensation awards previously made to Employee shall vest or be
forfeited in accordance with the terms of Broadpoint’s 2007 Incentive
Compensation Plan (or any successor plan under which such awards were granted)
and the applicable award agreements.

     

    (c)           Termination
by Company Without Cause.  Employee’s
employment under this Agreement may be terminated by Company without Cause (as
defined in Section 5(e) of this Agreement) and sixty (60) days’ prior written
notice to Employee.  In the event of such termination, Employee shall
be entitled to the following payments and benefits and Company shall have no
further obligations to Employee under this Agreement:

     

    (i)           Company
shall continue to pay to Employee his Base Salary until the date which is twelve
(12) months following the termination of his employment under this Section 5(c)
(the “Severance Period’’).  Company shall also pay Employee a
pro-rated bonus for the fiscal year in which the Severance Period ends
determined consistent with Section 3(b), to be paid in cash at the time such
bonus would have been paid if Employee remained employed (but in no event later
than 2-1/2 months following the end of the year in which Employee’s employment
is terminated); and Company shall pay Employee any other bonus with respect to
any other fiscal year that had been earned at the time of the termination of
Employee’s employment, but not yet paid (payable in no event later than 2-1/2
months following the end of the year in which such bonus was
earned);

     

    (ii)           Company
shall maintain in full force and effect, for the continued benefit of Employee
for the Severance Period, the medical, hospitalization and dental insurance
plans and programs in which Employee was participating immediately prior to the
date of termination at the level in effect and upon substantially the same terms
and conditions (including, if applicable, contributions required by Employee for
such 

     

     

     

    
      
        
        

      

      
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    benefits)
as existed immediately prior to the date of termination; provided, that, if Employee
cannot continue to participate in Company’s plans and programs providing such
benefits, Company shall arrange to provide Employee with the equivalent benefits
under an individual policy (“Continued Benefits”).  Such Continued
Benefits shall terminate on the date or dates Employee receives substantially
similar coverage and benefits, without waiting period or pre-existing condition
limitations, under the plans and programs of a subsequent employer; provided, that, the
determination of coverage and benefits shall be made on a plan by plan and
benefit by benefit basis and Company’s obligation under this Section 5(c)
shall continue with respect to any plan or benefit that is not substantially
similar to those in effect when Employee’s employment terminated.  At
the end of the Severance Period, Employee shall have the right to elect
continuation coverage under COBRA to the extent still eligible under applicable
law;

     

    (iii)           Employee
shall be paid or provided any accrued benefits payable to Employee in accordance
with Company’s benefits policies or the provisions of any benefit plan in which
he is then a participant to the extent provided therein; and

     

    (iv)           Any
equity compensation awards previously made to Employee shall vest or be
forfeited in accordance with the terms of Broadpoint’s 2007 Incentive
Compensation Plan (or any successor plan under which such awards were granted)
and the applicable award agreements.  As a condition to any vesting or
continued vesting of awards, and subject to receiving a release from Broadpoint
and its affiliates (which release shall exclude their rights to seek
contribution and/or indemnification from Employee and any rights Company may
have under the Merger Agreement), Employee shall be required to sign a
separation agreement with a general release (which release shall exclude
Employee’s rights to seek contribution and/or indemnification from Broadpoint
and its affiliates and any rights Employee may have under the Merger Agreement)
in such form as is reasonably acceptable to the parties and their respective
counsel.

     

    (d)           Termination
by Employee for Good Reason.  Employee may
terminate his employment hereunder for Good Reason by giving written notice to
the Chief Executive Officer of Company within thirty (30) days after the
occurrence of any one of the events specified in Subsection (d)(i) of this
Section 5, without his prior written consent, specifying that such termination
shall occur thirty (30) days after such notice has been given to the Chief
Executive Officer; provided, however, that such
notice shall not be effective to cause termination under this Subsection (d) if
the specified event is cured by Company within thirty (30) days of such written
notice thereof.

     

    (i)           Only
the following shall constitute “Good Reason” for such termination:

     

    (A)           Failure
by Broadpoint or its affiliates to perform fully the terms of this Agreement, or
any plan or agreement referenced in this Agreement, other than an immaterial and
inadvertent failure not occurring in bad faith and remedied by Broadpoint or its
affiliates promptly (but not later than five (5) days) after receiving notice
thereof from Employee;

     

     

    
      
        
        

      

      
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    (B)           Any
reduction in Employee’s Base Salary or failure to pay any bonuses or other
material amounts due under this Agreement in accordance herewith;

     

    (C)           The
assignment to Employee of any duties inconsistent in any material respect with
his position or with his authority, duties or responsibilities as Chairman of
Broadpoint or as a senior member of the Division or as Chief Executive Officer
of Partners during the period required by this Agreement, or any other action by
Company which results in a diminution in such positions, authority, duties or
responsibilities, excluding for this purpose any immaterial and inadvertent
action not taken in bad faith and remedied by Broadpoint or its affiliates
promptly (but not later than ten (10) days after receiving notice from
Employee);

     

    (D)           Any
change in the place of Employee’s principal place of employment to a location
outside New York City;

     

    (D)           Any
failure by Broadpoint or its affiliates to obtain an assumption and agreement to
perform this Agreement by a successor to Broadpoint or the applicable affiliate;
or

     

    (F)           A
Change of Control of Company or Broadpoint occurs and Employee does not continue
thereafter as Chairman of Broadpoint.

     

    (ii)           In
the event of termination by Employee for Good Reason, Employee shall be entitled
to the following payments and benefits, and Company shall have no further
obligations under this Agreement:

     

    (A)           Employee
shall be entitled to receive any accrued but unpaid Base Salary through the
effective date of such termination within 30 days following the date of
termination and any accrued benefits payable to Employee in accordance with the
benefits policies or the provisions of any benefit plan in which he is then a
participant to the extent provided therein;

     

    (B)           Company
shall pay Employee a pro-rated bonus for the fiscal year in which termination
occurs determined consistent with Section 3(b), to be paid in cash at the time
such bonus would have been paid if Employee remained employed (but in no event
later than 2-1/2 months following the end of the year in which Employee’s
employment is terminated), and shall also pay Employee any other bonus with
respect to any other fiscal year that had been earned at the time of the
termination of Employee’s employment, but not yet paid (payable in no event
later than 2-1/2 months following the end of the year in which such bonus was
earned); and

     

    (C)           Any
equity compensation awards previously made to Employee shall vest or be
forfeited in accordance with the terms of Broadpoint’s 2007 Incentive
Compensation Plan (or any successor plan under which such awards were granted)
and the applicable award agreements.

     

     

     

    
      
        
        

      

      
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    (iii)           A
“Change in Control” of Company or Broadpoint, as applicable, shall be deemed to
have occurred if after the Effective Date:

     

    (A)           any
Person, together with all “affiliates” and “associates” (as such terms are
defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”)) of
such Person, shall become the “beneficial owner” (as such term is defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
Company or Broadpoint, as applicable, representing 35% or more of either (1) the
combined voting power of then outstanding securities of such entity having the
right to vote in an election of directors (“Voting Securities”)
or (2) the then outstanding shares of all classes of equity securities of such
entity;

     

    (B)           the
members of the Board of Directors (the “Board”) of Company or Broadpoint, as
applicable, at the beginning of any consecutive 24-calendar-month period
commencing on or after the date hereof (the “Incumbent Board
Members”) cease for any reason other than due to death or disability to
constitute at least a majority of the members of such Board; provided, however, that any
director whose election, or nomination for election by such entity’s
shareholders or members, was approved by a vote of at least a majority of the
members of such Board then still in office who were members of such Board at the
beginning of such 24-calendar-month period, or whose election was approved
pursuant hereto, shall be deemed to be an Incumbent Board Member;

     

    (C)           (1)
the consummation, directly or indirectly, of any consolidation or merger of, or
other business combination transaction or reorganization involving, Broadpoint
or any of its “significant subsidiaries” (within the meaning of Regulation S-X
promulgated by the U.S. Securities and Exchange Commission), unless following
such transaction the shareholders of Broadpoint as of immediately before such
transaction continue to own, immediately after consummation of such transaction,
equity securities representing more than 65% of the then-outstanding Voting
Securities and other equity interests of the surviving or resulting entity (or
its ultimate parent company, as the case may be) in substantially the same
proportions as their ownership immediately prior to such transaction and such
shareholders continue to have the power to elect at least a majority of the
board of directors or other governing body of such surviving or resulting entity
(or its ultimate parent company, as the case may be), (2) the consummation,
directly or indirectly, of any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of
the assets or equity interests of Broadpoint or any of its significant
subsidiaries unless the shareholders of Broadpoint as of immediately before such
transaction continue to own, immediately after consummation of such transaction,
equity securities of the acquiring corporation representing more than 65% of the
Voting Securities and other equity interests of the acquiring company in
substantially the same proportions as their ownership immediately prior to such
transaction and such shareholders have the power to elect at least a majority of
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    other
governing body of such acquiring entity, or (3) the consummation or approval by
shareholders of any plan or proposal for the liquidation or dissolution of
Company or Broadpoint, as applicable; or

     

    (D)           the
consummation of any consolidation, merger, sale or other business combination
transaction as a result of which the business currently conducted by Gleacher
Partners Inc. is sold, transferred or otherwise conveyed to any person other
than Company and its subsidiaries.

     

    Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred for
purposes of the foregoing clause (A) solely as the result of an acquisition of
securities by Company or Broadpoint (not undertaken to effect a transaction that
would otherwise be considered a Change in Control), as applicable, which, by
reducing the number of shares of stock, interests or other Voting Securities
outstanding, increases (x) the proportionate number of shares of stock,
interests or other Voting Securities of such entity beneficially owned by any
Person to 35% or more of the shares of stock, interests or other Voting
Securities then outstanding or (y) the proportionate voting power represented by
the applicable Voting Securities beneficially owned by any Person to 35% or more
of the combined voting power of all such then outstanding Voting Securities;
provided, however, that if any
Person referred to in clause (x) or (y) of this sentence shall thereafter become
the beneficial owner of any additional shares of stock, interests or other
Voting Securities of Company or Broadpoint, as applicable (other than pursuant
to a share split, share dividend, or similar transaction), then a “Change in
Control” shall be deemed to have occurred for purposes of the foregoing clause
(A).  “Person” shall have the meaning used in Sections 13(d) and 14(d)
of the Exchange Act; provided, however, that the
term “Person” shall not include (a) MatlinPatterson Global Opportunities
Partners II, L.P. (and/or one or more of its controlled affiliates), (b) Company
or any of its subsidiaries, or (c) Broadpoint or any of its other subsidiaries,
or any trustee, fiduciary or other person or entity holding securities under any
employee benefit plan of Company or any of its subsidiaries or Broadpoint or any
of its other subsidiaries.  In addition, no Change in Control shall be
deemed to have occurred under clause (1) above by virtue of a “group” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming a
beneficial owner as described in such clause, if any individual or entity
described in clause (a) or (c) of the foregoing sentence is a majority member of
such group.

     

    (e)           Termination
by Company for Cause.  Employee’s
employment here­under may be terminated by Company for Cause, subject to the
following conditions:

     

    (i)           Only
the following shall constitute Cause for termination:

     

    (A)           Employee’s
conviction of, or plea of guilty or “no contest” to, any felony;

     

    (B)           Employee’s
conviction of, or plea of guilty or “no contest” to, a violation of criminal law
involving Company and its business;

     

     

     

    
      
        
        

      

      
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    (C)           Employee’s
commission of an act of fraud or theft, or material dishonesty in connection
with his performance of duties to Company;

     

    (D)           Employee’s
willful refusal or gross neglect by Employee to perform the duties reasonably
assigned to him and consistent with his position with Company or otherwise to
comply with the material terms of this Agreement, which refusal or gross neglect
continues for more than fifteen (15) days after Employee receives written notice
thereof from the Chief Executive Officer of Broadpoint providing reasonable
detail of the asserted refusal or gross neglect (and which is not due to a
physical or mental impairment); or

     

    (E)           Employee’s
breach of any material term of the Non-Competition Agreement or any other
material agreement between Employee and Company or Broadpoint, which breach
continues for more than five (5) days after Employee receives written notice
thereof from the Chief Executive Officer of Broadpoint providing reasonable
detail of the asserted breach.

     

    (ii)           In
no event shall Employee’s employment be considered to have been terminated for
Cause unless and until Employee receives a copy of a resolution adopted by the
Board finding that, in the good faith opinion of the Board, Employee is guilty
of acts or omissions constituting Cause, which resolution has been duly adopted
by an affirmative vote of a majority of the Board, excluding Employee and any
individual alleged to have participated in acts constituting
Cause.  Any such vote shall be taken at a meeting of the Board called
for and held for such purpose, after reasonable written notice is provided to
Employee setting forth in reasonable detail the facts and circumstance claimed
to provide a basis of termination for Cause and Employee is given an
opportunity, together with counsel, to be heard before the Board.

     

    (iii)           In
the event Employee is terminated for Cause, Employee shall be entitled only to
the payments and benefits described in Subsection (b) of this Section 5,
and Company shall have no further obligations to Employee under this
Agreement.

     

    (f)           Death.  Employee’s
employment shall terminate upon his death.  In such event, Employee
shall be entitled only to the following payments and benefits:

     

    (i)           Employee
shall be entitled to receive any accrued but unpaid Base Salary through the
effective date of such termination within 30 day following the date of
termination and any accrued benefits payable to Employee in accordance with
Company’s benefits policies or the provisions of any benefit plan in which he is
then a participant to the extent provided therein;

     

    (ii)           Company
shall pay Employee a pro-rated bonus for the fiscal year in which termination
occurs, to be paid at the time such bonus would have been paid if Employee
remained employed (but in no event later than 2-1/2 months following the end of
the year in which Employee’s death occurs), and shall also pay Employee any
other bonus with respect to any other fiscal year that had been earned at the
time of the 

     

     

     

    
      
        
        

      

      
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    termination
of Employee’s employment, but not yet paid (payable in no event later than 2-1/2
months following the end of the year in which such bonus was earned);
and

     

    (iii)           Any
equity compensation awards previously made to Employee shall vest or be
forfeited in accordance with the terms of Broadpoint’s 2007 Incentive
Compensation Plan (or any successor plan under which such awards were granted)
and the applicable award agreements.

     

    (g)           Disability.  In the event that
Employee becomes disabled, as determined under Company’s long-term disability
income plan, and receives income replacement benefits under such plan or another
accident and health plan covering employees of Company for a period of not less
than three (3) months, or, in the absence of such plan or plans, by reason of
Employee’s inability to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than twelve (12) months, Employee’s employment shall be deemed terminated by
reason of disability; provided, however, that in no
event shall Employee be terminated by reason of disability unless Employee
receives written notice from Company, at least fifteen (15) days in advance of
such termination, stating its intention to terminate Employee by reason of
disability.  In the event of termination by reason of disability,
Employee shall be entitled only to the payments and benefits described in
Subsection (f) of this Section 5.

     

     

    6.           Tax
Indemnity.

     

    Anything
in this Agreement to the contrary notwithstanding, in the event it is determined
that any payment or distribution by Company or any of its affiliates to Employee
or for his benefit, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise (a “Payment”) would be
subject to an excise tax under Section 4999 of the Internal Revenue Code of
1986, as amended (the “Code”) (or any successor provision) (such excise tax,
together with any such interest and penalties, are hereinafter collectively
referred to as the “Excise Tax”), Employee shall be entitled to receive an
additional payment (a “Gross-Up Payment”) in an amount that, after payment by
Employee of all taxes (including any interest or penalties imposed with respect
to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment,
Employee retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payment.  Such Gross-Up Payment shall be made to
Employee within thirty (30) days following the date of determination that a
Gross-Up Payment is required to be paid to Employee in accordance with the
remaining terms of this Section 6; provided that, the
Gross-Up Payment shall in all events be paid no later than the end of Employee’s
taxable year next following Employee’s taxable year in which the Excise Tax (and
any income or other related taxes or interest or penalties thereon) on a Payment
are remitted to the Internal Revenue Service or any other applicable taxing
authority or, in the case of amounts relating to a claim described in below that
does not result in the remittance of any federal, state, local and foreign
income, excise, social security and other taxes, the calendar year in which the
claim is finally settled or otherwise
resolved.  The  obligation of Company and its affiliates to
make a Gross-Up Payment under this Section 6 shall not be conditioned upon
Employee’s termination of employment.  Subject to the provisions of
this Section 6, all determinations required to be made under this Section 6,
including whether a Gross-Up Payment is required and the amount of such


     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

     

    Gross-Up
Payment, shall be made by Company’s principal independent accounting firm at the
time such determination is made (the “Accounting Firm”).  Employee
agrees to promptly furnish information requested by the Accounting Firm in
connection with such determinations.  The Accounting Firm shall
provide detailed supporting calculations both to Company and Employee within
thirty (30) days following the date an event occurs that could give rise to an
excise tax on a Payment, or such earlier time as is requested by
Company.  Any determination by the Accounting Firm shall be binding
upon Company and its affiliates and Employee except as provided elsewhere in
this Section 6.  As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that a Gross-Up Payment which will not
have been made by Company or its affiliates should have been made (the
“Underpayment”), consistent with the calculations required to be made
hereunder.  In the event that Company exhausts its remedies pursuant
to this Section 6 and Employee thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred and any such Underpayment, together with any penalties and
interest related to such Underpayment, if any, shall be made promptly by Company
to Employee or for his benefit.  Employee shall notify Company in
writing of any claim by the Internal Revenue Service that, if successful, would
require the payment by Company of the Gross-Up Payment.  Such
notification shall be given as soon as practicable after Employee knows of such
claim and shall apprise Company of the nature of the claim and the date on which
the claim is requested to be paid.  Employee shall not pay such claim
prior to the expiration of the thirty (30) day period following the date on
which Employee gives such notice to Company (or such shorter period ending on
the date that any payment of taxes with respect to such claim is
due).  If Company notifies Employee in writing prior to the expiration
of such period that it desires to contest such claim, Employee
shall:

     

    (i)           give
Company any information reasonably requested by Company relating to such
claim,

     

    (ii)           take
such action in connection with contesting the claim as Company reasonably
requests in writing from time to tune, including, without limitation, accepting
legal representation with regard to the claim by an attorney selected by
Company, and acceptable to Employee,

     

    (iii)           cooperate
with Company (at no cost to Employee) in good faith in order effectively to
contest the claim, and

     

    (iv)           permit
Company to participate in any proceedings relating the claim;

     

    provided, however, that Company
and its affiliates shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold Employee harmless, on an after-tax basis, from any
Excise Tax or income tax, including interest and penalties with respect thereto,
imposed as a result of such representation and payments of costs and
expenses.  Without limitation of the foregoing provisions of this
Section 6, Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and 

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

     

    may, at
its sole option, either pay the tax claimed to the appropriate taxing authority
on behalf of Employee and direct Employee to sue for a refund or to contest the
claim in any permissible manner, and Employee agrees to prosecute such contest
to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as Company determines;
provided, further, however, that (A) if Company or one of its affiliates
pays such claim and directs Employee to sue for a refund, Company and its
affiliates shall indemnify and hold Employee harmless, on an after-tax basis,
from any Excise Tax or income tax, including interest or penalties with respect
thereto, imposed with respect to such payment or with respect to any imputed
income in connection with such payment; and (B) any request by Company that
Employee extend the statute of limitations relating to payment of taxes for his
taxable year with respect to which such contested amount is claimed to be due is
limited solely to such contested amount.  Furthermore, Company’s
control of the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and Employee shall be entitled to
settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.  If, after the receipt
by Employee of a Gross-Up Payment or payment by Company or any of its affiliates
of an amount on Employee’s behalf pursuant to this Section 6, Employee becomes
entitled to receive any refund with respect to such claim, Employee shall
(subject to Company’s and its affiliate’s complying with the requirements of
this Section 6) promptly pay to Company or the applicable affiliate the amount
of such refund (together with any interest paid or credited thereon after taxes
applicable thereto).  If, after payment by Company or any of its
affiliates of an amount on Employee’s behalf pursuant to this Section 6, a
determination is made that Employee shall not be entitled to any refund with
respect to such claim and Company or the applicable affiliate does not notify
Employee in writing of its intent to contest such denial of refund prior to the
expiration of thirty (30) days after such determination, then the amount of such
payment shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.

     

     

    7.           Restrictive
Covenants.  The restrictive
covenants set forth in the Non-Competition and Non-Solicitation Agreement shall
be the sole and exclusive restrictive covenants to which Employee is
subject.

     

    8.           Assignment.  This Agreement
shall be binding upon and shall inure to the benefit of Broadpoint, Company,
their successors and any person, firm, corporation or other entity that succeeds
to all or substantially all of the business, assets or property of Broadpoint
and/or Company, as applicable.  This Agreement may be assigned, in
whole but not in part, by Company to any successor to Company or its business or
any subsidiary or affiliate of Company, provided, that, such assignment
does not relieve Company or Broadpoint of their obligations (or guarantees
thereof) under this Agreement if the assignee fails to
perform.  Employee may not assign any rights or delegate any duties in
or under this Agreement.

     

    9.           Waiver.  The waiver by
either party of a breach of any provision of this Agreement shall not operate as
or be construed as a waiver of any prior or subsequent breach
thereof.

     

    10.           Amendment
or Modification.  No provision of
this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by Employee and a duly
authorized officer of the other parties hereto.

     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

     

    11.           Governing
Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to choice or conflict of law principles.

     

    12.           Severability.  The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provisions of this Agreement, which
shall remain in full force and effect.

     

    13.           Notices.  Any notices
required or permitted to be given hereunder shall be sufficient if in writing,
and if delivered by hand, by courier, by facsimile, or sent by certified mail,
return receipt requested, prepaid, to the address set forth below or such other
address as either party may from time to time designate in writing to the other
and shall be deemed given as of the date of the delivery if delivered by hand or
by courier, if mailed, four (4) days after the date of mailing.

     

    
      
        
          	
                  If
      to Employee:

                	
                  At
      the address last on the records of Company.

                   

                
	
                  If
      to Capital:

                	
                  Broadpoint
      Capital, Inc.

                  12
      East 49th
      Street, 31st
      Floor

                  New
      York, New York 10017

                  Attn:  General
      Counsel

                  Telephone
      No.: 212-273-7178

                  Facsimile
      No.:  212-273-7320

                
	 	 
	
                  If
      to Partners

                	
                  Gleacher
      Partners Inc.

                  660
      Madison Avenue

                  New
      York, New York 10065

                  Attention:
      Eric Gleacher 

                  Telephone
      No.:  212-418-4200

                  Facsimile
      No.:  212-752-2711

                
	 	 
	
                  If
      to Broadpoint:

                	
                  Broadpoint
      Securities Group, Inc.

                  12
      East 49th
      Street, 31st
      Floor

                  New
      York, New York 10017

                  Attn:  General
      Counsel

                  Telephone
      No.: 212-273-7178

                  Facsimile
      No.:  212-273-7320

                


        

      

    

    


     

    14.           Entire
Agreement and Binding Effect.  This Agreement
and the Non-Competition Agreement contain the entire agreement of the parties
with respect to the subject matter hereof and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative
of any party hereto in respect of such subject matter.  This Agreement
shall be 

     

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

    binding
upon and inure to the benefit of the parties hereto and their respective
successors, permitted assigns, and legal representatives.

     

    15.           Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument, and in pleading or
providing any provision of this Agreement it shall not be necessary to produce
more than one of such counterparts.

     

    16.           Headings.  The Section
headings appearing in this Agreement are for reference purposes only and shall
not be considered a part of this Agreement or in any way modify, amend or affect
its provisions.

     

    17.           Indemnification.  Broadpoint and
Company will, to the maximum extent permitted under applicable law and their
respective By-Laws and consistent therewith, indemnify and hold Employee
harmless against expenses and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of Employee’s employment by
Company.  In addition, Broadpoint and Company shall cover Employee
under directors’ and officers’ liability insurance both during and, while
potential liability exists, after the term of employment in the same amount and
to the same extent as Broadpoint and Company cover their respective other
directors and officers.

     

    18.           Drafting.  The parties
hereto acknowledge and agree that this Agreement has been drafted jointly by
Broadpoint, Company, Partners and Employee and each has had ample opportunity to
review and understand its provisions and seek competent legal
advice.

     

    19.           Dispute
Resolution.  Except as
provided in Section 9 of this Agreement, all disputes arising out of, or related
to, this Agreement, or the breach thereof, shall be subject to and resolved by
arbitration in New York, New York through the facilities and in accordance with
the rules of the Financial Industry Regulatory Authority (“FINRA”), and the
parties agree to submit to the jurisdiction of FINRA with respect to any such
controversy or dispute.  Notwithstanding the foregoing, Employee
agrees that in the event of Employee’s breach of the restrictive covenants set
forth in the Non-Competition and Non-Solicitation Agreement, Company may obtain
injunctive relief in any court of competent jurisdiction pending
arbitration.

     

    20.           Survival.  The respective
obligations of, and benefits offered to, Employee, Broadpoint, Company and
Partners as provided in this Agreement shall survive the termination of this
Agreement to carry out their intended purpose.

     

    21.           Compliance
with Section 409A.  This Agreement is
intended to comply with the requirements of Section 409A of the Code, and shall
be interpreted and construed consistently with such intent.  The
payments to Employee pursuant to this Agreement are also intended to be exempt
from Section 409A of the Code to the maximum extent possible, under either the
separation pay exemption pursuant to Treasury Regulation Section
1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury Regulation
Section 1.409A-1(b)(4).  Each payment and benefit hereunder shall
constitute a “separately identified” amount within the meaning of Treasury
Regulation Section 1.409A-2(b)(2).  In the event that the terms of
this Agreement would subject Employee to taxes or penalties under Section 409A
of the Code (“409A 

     

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    Penalties”),
Company and Employee shall cooperate diligently to amend the terms of the
Agreement to avoid such 409A Penalties, to the extent possible.  To
the extent any amounts under this Agreement are payable by reference to
Employee’s termination of employment, such term shall be deemed to refer to
Employee’s “separation from service,” within the meaning of Section 409A of the
Code.  Notwithstanding any other provision in this Agreement to the
contrary, if Employee is a “specified employee,” as defined in Section 409A of
the Code, as of the date of Employee’s separation from service, then to the
extent any amount payable (including the accelerated vesting of equity awards)
under this Agreement (i) constitutes the payment of nonqualified deferred
compensation, within the meaning of Section 409A of the Code, (ii) is payable
(or in the case of equity awards will be settled) upon Employee’s separation
from service and (iii) under the terms of this Agreement would be payable prior
to the six-month anniversary of Employee’s separation from service, such payment
(or settlement of equity awards) shall be delayed until the earlier to occur of
(a) the six-month anniversary of the separation from service or (b) the date of
Employee’s death.

     

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the 2nd day of March,
2009.

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	 	
                                                            BROADPOINT
      SECURITIES GROUP, INC.

                                                          
	 
      
	 
      
	 	/s/
      Lee Fensterstock
	 	By:     	
                                                            Lee
      Fensterstock

                                                          
	 	Title:	Chairman
      & CEO
	 
      
	 
      
	 	
                                                            BROADPOINT
      CAPITAL, INC.

                                                          
	 
      
	 
      
	 	/s/ 
      Lee Fensterstock
	 	By: 	
                                                            Lee
      Fensterstock

                                                          
	 	Title: 	
                                                            Chairman & CEO

                                                          
	 
      
	 
      
	 	
                                                            GLEACHER
      PARTNERS, LLC

                                                          
	 
      
	 
      
	 	/s/
      Jeffrey Tepper  
	 	
                                                            By:  

                                                          
	 	Title:
	 
      
	 
      
	 	
                                                            EMPLOYEE:

                                                          
	 
      
	 
      
	 	/s/
      Eric Gleacher  
	 	
                                                            Eric
      Gleacher

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    [Signature Page to Employment Agreement,
by and
between Gleacher Partners LLC, Broadpoint Capital, Inc. and Eric
Gleacher]