efc8-0583_emailexhibit101.htm


    EXHIBIT
10.1


     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

    

    March 14,
2008

    


    


    Robert
Turner

    6597
Nicholas Blvd.

    PH
24

    Naples,
FL  34108

    


    Dear
Robert:

    


    We are
delighted to offer you the position of Chief Financial Officer of Broadpoint
Securities Group, Inc. and Broadpoint Capital, Inc. (collectively referred to as
“Broadpoint”) effective March 31, 2008.  You will report to the Chief
Executive Officer of Broadpoint, and you will have the duties and responsibilities commensurate with your
position as a Chief Financial Officer of a public company.

    


    During
calendar year 2008 we have agreed to pay you a base salary at the rate of
$250,000 per year to the extent you remain employed by us, and thereafter your base salary will be at least
$250,000 per year and will be subject to annual review for increases. In
addition, you may be eligible to receive a discretionary bonus for each year in
which you may be employed by us.  Generally, bonuses, if any, are
based on your contribution, the performance of the firm as a whole and a number
of other important factors within our sole discretion.  Any bonus will
be payable when all other firm-wide bonuses are generally paid for the
particular calendar year and only to the extent you remain employed by us at
that time; provided that, payment of such bonus
will be made no later than February 15 of the year following the bonus
year.  All compensation will be subject to standard payroll
taxes and withholdings.

    


    You will
also be entitled to participate in the standard employee benefit fringe and perquisite plans, practices, programs,
policies and arrangements available to senior executive officers of Broadpoint,
all in accordance with the terms of such plans at a level commensurate with your
position.  In addition, you will be entitled paid vacation to the same
extent as other senior managers and reimbursement for travel, entertainment and
other business expenses incurred by you in the performance of your duties, in
accordance with Broadpoint’s policies in effect from time to
time.

    


    On the date your appointment as Chief Financial Officer is
effective, you will receive 450,000
restricted stock units (“RSUs”).  The terms and conditions of such
RSUs will be documented in your Restricted Stock Units Agreement attached hereto
as Exhibit A.  During your employment, you will also be eligible to
receive annual or any other grants of stock options, restricted stock, RSUs and
other equity awards as recommended by the Chief Executive Officer and approved
by the Compensation Committee of the Board of Directors of
Broadpoint.

    


    Your employment with Broadpoint will be “at will,”
meaning that either you or Broadpoint will be entitled to terminate your
employment at any time and for any reason, with or without cause.  If
your employment is terminated for any reason, you will be entitled to the


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Robert Turner

    March 14, 2008
Page 2

     

     

    following payments which, in the case of payments
described in subsection (i) and (ii), will be paid no later than 30 days after
your termination of employment: (i) any earned but unpaid base salary and
accrued but unpaid annual bonus (for the preceding year), (ii) any unpaid
accrued vacation or unreimbursed business expenses and (iii) any other amounts
due under any benefit plans or programs, including without limitation
Broadpoint’s equity plans and programs in accordance with such plans or programs.  You will have no obligation to
mitigate any payments or benefits made under the agreement.

    


    You
represent and warrant that (i) you have not taken and will not take, and will
return to any former employer or destroy without retaining copies, all
proprietary and confidential materials of any former employer or any member of
its corporate group; (ii) you will not use any confidential, proprietary or
trade secret information in violation of any agreement, obligation or duty to a
former employer or any member of its corporate group; (iii) your accepting this
offer and being employed by Broadpoint and your performance of your duties do
not and will not breach any other agreement, obligation or duty that you have to
any former employer or any member of its corporate group.

    


    You
further acknowledge that the assets of Broadpoint and
its  subsidiaries (the “Company Entities”) the Company Entities,
including but not limited to, financial information, strategies, new products,
plans, studies, forecasts, and other non-public information about the Company
Entities and/or their respective clients and prospective clients, are
confidential and trade secrets of the Company Entities.  You agree
that you will not disclose such confidential information or trade secrets
without the prior written permission of the Company Entities.  You
also agree that such disclosure may cause irreparable and material damage to the
Company Entities.  However, this
paragraph will not apply to any information that (i) was known to the public
prior to its disclosure to you; (ii) becomes generally known to the public
subsequent to disclosure to you other than by reason of your breach of this
paragraph; or (iii) you are required to disclose by applicable law, regulation
or legal process, provided that you provide Broadpoint with prior notice of the
contemplated disclosure so we can seek a protective order.

    


    Broadpoint will indemnify you (and advance amounts to
pay legal expenses) in accordance with Broadpoint’s bylaws with respect to your
activities on behalf of Broadpoint and will also cover you under our directors’
and officers’ liability insurance on at least the same basis as other senior
executive officers of Broadpoint.

    


    In connection with the negotiation and drafting of this
letter agreement, the Restricted Stock Unit Agreement and the Non-Compete and
Non-Solicit Agreement (collectively, the “Employment Documents”), we agree to
pay your reasonable legal fees up to a maximum amount of
$25,000.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        Robert Turner

        March 14, 2008
Page 3

         

         

      

    

    The
Employment Documents contain our entire understanding and supersede any prior
understandings, communications or agreements that we may have had.

     

    This
letter agreement shall be subject to, governed by and construed in accordance
with the laws of the State of New York without regard to its choice of law
principles.  Any controversy or dispute regarding the interpretation,
construction or enforcement of this letter agreement 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, you agree that in the event of your breach of any restrictive
covenants between you and the Broadpoint or any of its subsidiaries, Broadpoint
and/or its subsidiaries may obtain injunctive relief in any court of competent
jurisdiction pending arbitration.  Judgment upon any such award or
decision of the arbitrators may be entered in any court of competent
jurisdiction.  You further agree that New York is the appropriate
venue for any such dispute inasmuch as Broadpoint’s headquarters are located in
New York and Broadpoint has a substantial interest in having all of its
agreements with employees coherently and foreseeably construed according to a
uniform law.  You agree that the rights and obligations of Broadpoint
hereunder shall be assignable by Broadpoint to an affiliate or to a successor to
all or substantially all of its assets.  This letter agreement shall
be binding upon and inure to the benefit of Broadpoint and you and your
successors, and Broadpoint’s successors and permitted assigns.

    


    The intent of the parties is that payments and benefits
under this letter agreement and any other payment or benefit provided by
Broadpoint comply with Internal Revenue Code Section 409A and the regulations
and guidance promulgated thereunder (collectively “Code Section 409A”) and,
accordingly, to the maximum extent permitted, this letter agreement will be
interpreted to be in compliance therewith.  A termination of employment shall not be deemed to have
occurred for purposes of any provision of this letter agreement providing for
the payment of any amounts or benefits upon or following a termination of
employment unless such termination is also a “separation from service” within
the meaning of Code Section 409A and, for purposes of any such provision of this
letter agreement, references to a “termination,” “termination of employment” or
like terms shall mean “separation from service.”  In addition, if you
are deemed on the date of termination to be a “specified employee” within the
meaning of that term under Code Section 409A(a)(2)(B), then with regard to any
payment or the provision of any benefit that is “deferred compensation” within
the meaning of Code Section 409A, such payment or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      Robert Turner

      March 14, 2008
Page 4

       

       

    

    benefit shall not be made or provided at the date which
is the earlier of (A) the expiration of the six month period measured from the
date of such “separation from service,” and (B) the date of your death (the
“Delay Period”).  Upon the expiration of the Delay Period, all
payments and benefits delayed pursuant to this paragraph (whether they would
have otherwise been payable in a single sum or in installments in the absence of
such delay) shall be paid or reimbursed to you in a lump sum, and any remaining
payments and benefits due under this letter agreement shall be paid or provided
in accordance with the normal payment dates specified for them in this letter
agreement.  

     

    If any provision of this letter agreement (or any award
of compensation or benefits) would cause you to incur additional tax or interest
under Code Section 409A, Broadpoint will, after consulting with you, reform such
provision to comply with Code Section 409A, provided that Broadpoint agrees to
maintain, to the maximum extent practicable, the original intent and economic
benefit to you of the applicable provision without violating the provisions of
Code Section 409A.

     

    Notwithstanding
any other provisions of this letter agreement to the contrary, in the event you
receive payments or benefits that are subject to the excise tax under Section
4999 of the Internal Revenue Code (the “Excise Tax”), then such payments or
benefits will be automatically reduced to an amount one dollar ($1) less than an
amount that would subject you to the Excise Tax; provided, however, that the
foregoing reduction will be made only if and to the extent that such reduction
would result in an increase in the aggregate payment or benefits to be provided,
determined on a net after-tax basis (taking into account the Excise Tax,
imposed, any tax imposed by any comparable provision of state law, and any
applicable federal, state and local income taxes).  The reduction of
the payments or benefits will apply as follows, unless otherwise agreed and such
agreement is in compliance with Section 409A of the Internal Revenue Code: (i)
first, the accelerated vesting of any equity shall be deferred with the tranche
that would vest last (without any such acceleration) first deferred and (ii) any
cash payments shall be reduced, with the last such payment due first forfeited
and reduced, and sequentially thereafter working from the next last
payment.

    


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      Robert Turner

      March 14, 2008
Page 5

       

       

    

    Robert,
we are all excited about your assuming the role of Chief Financial Officer on
March 31, 2008.  If this offer is not accepted by you on or before
such date, it will expire.  If the terms of this letter are acceptable
to you, please sign and return a copy to me for my files.

     

     

    
      
        	 	 	Best
      Regards	 
	 	 	 	 
	 	 	 	 
	 	 	/s/
      Lee Fensterstock 	 
	 	 	Lee
      Fensterstock	 
	 	 	Chairman
      and Chief Executive Officer	 
	 	 	 	 


      



     

    


    LF/lma/Emp.2486

    ACCEPTED
AND AGREED:

    


    


    /s/ Robert
Turner                                


    Robert
Turner