efc8-0583_emailexhibit103.htm


    Exhibit 10.3

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    BROADPOINT
SECURITIES GROUP, INC.

     

    2007
INCENTIVE COMPENSATION PLAN

    RESTRICTED
STOCK UNITS AGREEMENT

     

    THIS
RESTRICTED STOCK UNITS AGREEMENT (the "Agreement") confirms the grant on March
31, 2008 (the "Grant Date") by Broadpoint Securities Group, Inc., a New York
corporation (the "Company"), to Robert Turner ("Employee") of Restricted Stock
Units (the "Units"), including rights to Dividend Equivalents as specified
herein, as follows:

     

    
      	
              Number Granted:   450,000
      Units

               

              How Units Vest:   20 % of
      the Units, if not previously forfeited, will vest on each of the first,
      second, third, fourth and fifth anniversaries of the Grant Date, provided that Employee
      continues to be employed by the Company or a subsidiary on each vesting
      date (each, a "Stated Vesting Date").  In
      addition, if not previously forfeited, the Units will become vested upon
      the occurrence of certain events relating to Termination of Employment to
      the extent provided in Section 4 of the Terms and Conditions of Restricted
      Stock Units attached hereto (the "Terms and Conditions").  The terms
      "vest" and "vesting" mean that the Units have become non-forfeitable.  If Employee
      has a Termination of Employment prior to the Stated Vesting Date and the
      Units are not otherwise deemed vested by that date, the Units will be
      immediately forfeited except as otherwise provided in Section 4 of the
      Terms and Conditions.

               

              Settlement Date:   Units
      that become vested will be settled on the following applicable date (such
      date being the "Settlement Date"):  (i) Units that become vested
      on or before the third anniversary of the Grant Date will be settled on
      the earlier of the date when Employee has a Termination of Employment and
      the third anniversary of the Grant Date; (ii) Units that become vested
      after the third anniversary of the Grant Date and on or before the fourth
      anniversary of the Grant Date will be settled on the fourth anniversary of
      the Grant Date; and (iii) Units that become vested after the fourth
      anniversary of the Grant Date and on or before the fifth anniversary of
      the Grant Date will be settled on the fifth anniversary of the Grant
      Date.  Notwithstanding the foregoing, if Employee timely elects
      to defer the settlement of any Unit in accordance with Section 8(a) of the
      Terms and Conditions, such Unit will be settled in accordance with such
      election. Units granted hereunder will be settled by delivery of one Share
      for each Unit being settled (together with any cash or Shares resulting
      from Dividend Equivalents).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The Units are subject to (i) the terms
and conditions of the Company’s 2007 Incentive Compensation Plan (the "Plan")
and (ii) this Agreement, including the Terms and Conditions attached
hereto. The number
of Units, the kind of shares deliverable in settlement of Units, and other terms
relating to the Units are subject to adjustment in accordance with Section 5 of
the Terms and Conditions and Section 5.3 of the Plan.

     

    Employee acknowledges and agrees that
(i) Units are nontransferable, except as provided in Section 3 of the Terms and
Conditions and Section 9.2 of the Plan, (ii) Units are subject
to forfeiture upon Employee's Termination of Employment in certain circumstances
and, following certain Terminations of Employment, failure of Employee to comply
with non-competition and related conditions set forth in Section 4(e)(iv) prior
to vesting, as specified in Section 4 of the Terms and Conditions, and (iii)
sales of shares delivered in settlement of Units will be subject to the
Company's policies regulating trading by employees.

     

    IN WITNESS WHEREOF, BROADPOINT
SECURITIES GROUP, INC. has caused this Agreement to be executed by its officer
thereunto duly authorized, and Employee has duly executed this Agreement, by
which each has agreed to the terms of this Agreement.

     

    
      	
              Employee:                                BROADPOINT
      SECURITIES GROUP, INC.

               

               

                                             
                        By:                                                                    
         

              Robert
      Turner               

            


    

    


     

      
        

      

    

     

    TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

     

     

    The following Terms and Conditions
apply to the Units granted to Employee by Broadpoint Securities Group, Inc. (the "Company"), and
Units (if any) resulting from Dividend Equivalents, as specified in the
Restricted Stock Units Agreement (of which these Terms and Conditions form a
part).  Certain terms of
the Units, including the number of Units granted, vesting date(s) and Settlement
Date, are set forth in the Agreement.

     

    1.  GENERAL.  The Units are
granted to Employee under the Company's 2007 Incentive Compensation Plan (the
"Plan").  A
copy of the Plan and information regarding the Plan, including documents that
constitute the "Prospectus" for the Plan under the Securities Act of 1933, can
be obtained from the Company upon request.  All of the
applicable terms, conditions and other provisions of the Plan are incorporated
by reference herein.  Capitalized terms
used in the Agreement and this Terms and Conditions but not defined herein shall
have the same meanings as in the Plan.  If there is any
conflict between the provisions of the Agreement and this Terms and Conditions
and mandatory provisions of the Plan, the provisions of the Plan govern,
otherwise, the terms of this document shall prevail.  By accepting the
grant of the Units, Employee agrees to be bound by all of the terms and
provisions of the Plan (as presently in effect or later amended), the rules and
regulations under the Plan adopted from time to time, and the decisions and
determinations of the Company's Executive Compensation Committee (the
"Committee") made from time to time, provided that no such Plan amendment, rule
or regulation or Committee decision or determination  without the
consent of an affected Participant shall materially  affect the rights
of the Employee with respect to the Units.

     

    
      
        
        

      

      
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    2.      ACCOUNT FOR
EMPLOYEE.  The Company shall
maintain a bookkeeping account for Employee (the "Account") reflecting the
number of Units then credited to Employee hereunder as a result of such grant of
Units and any crediting of additional Units to Employee pursuant to payments
equivalent to dividends paid on Common Stock under Section 5 hereof ("Dividend
Equivalents").

     

    3.      NONTRANSFERABILITY.  Until Units are
settled in accordance with the terms of this Agreement, Employee may not sell,
transfer, assign, pledge, margin or otherwise encumber or dispose of Units or
any rights hereunder to any third party other than by will or the laws of
descent and distribution, except for transfers to a Beneficiary or as otherwise
permitted and subject to the conditions under Section 9.2 of the Plan.

     

    4.      TERMINATION
PROVISIONS.  The following
provisions will govern the vesting and forfeiture of the Units in the event of
Employee's Termination of Employment and/or occurrence of a post-termination
Forfeiture Event (as defined below), unless otherwise determined by the
Committee (subject to Section 9(a) hereof):

     

    (a)    Death or
Disability.  In the event of
Employee's Termination of Employment due to death or Disability (as defined
below), all Units then outstanding, if not previously vested, will immediately
vest, and all Units will be settled in accordance with the settlement terms set
out in the Agreement, giving effect to any valid deferral election of Employee
then in effect.

     

    (b)    Retirement or Involuntary
Termination by the Company not for Cause.  In the event of
Employee's Retirement or an involuntary Termination of Employment by the Company
not for Cause, Units not previously vested shall not then be
forfeited provided that
Employee executes a settlement agreement and release provided to the Employee as
soon as practicable following the date of Employee’s Termination of Employment,
in such form as may be reasonably requested by the Company, but thereafter such
Units that have not vested shall be forfeited if there occurs a Forfeiture Event
prior to the earlier of the Stated Vesting Date for such Units or Employee's
death.  Upon
such a Termination of Employment, the then-outstanding Units that are vested at
the date of Termination and that become vested thereafter will be settled in
accordance with the settlement terms set out in the Agreement, giving effect to
any valid deferral election of Employee then in effect.  The foregoing
notwithstanding, any settlement resulting from a Termination of Employment which
would be made to a “specified employee” as defined under Code Section 409A shall
be made six months after the date of Termination of Employment.

     

    (c)           Termination by Employee for
any Reason or by the Company for Cause.  In the event of
Employee's Termination of Employment by Employee for any reason (other than due
to Retirement) or by the Company for Cause, the portion of the then-outstanding
Units not vested at the date of Termination will be forfeited, and the portion
of the then-outstanding Units that are vested and non-forfeitable at the date of
Termination will be settled on the Settlement Date specified in the Agreement,
except that any valid deferral election of Employee shall be given effect.  The foregoing
notwithstanding, any settlement resulting from a Termination of Employment which
would be made to a “specified employee” as defined under Code Section 409A shall
be made six months after the date of Termination of Employment.

     

    
      
        
        

      

      
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    (d)           Termination due to a
Change of
Control.   Notwithstanding
clause 4(c) above, if a Change of Control occurs and if, as a result of such
Change of Control, Employee does not continue thereafter as the Chief Financial
Officer of the Company and his employment terminates for any reason (other than
death or Disability) on five days prior written notice, within 120 days of such
Change of Control, Units not previously vested shall not then be forfeited provided that Employee
executes a settlement agreement and release provided to the Employee as soon as
practicable following the date of Employee’s Termination of Employment in such
form as may be reasonably requested by the Company, but thereafter such Units
that have not vested shall be forfeited if there occurs a Forfeiture Event
pursuant to clauses (B) or (C) of Section 4(e)(iv) prior to the earlier of the
Stated Vesting Date for such Units or Employee's death.  Upon such a
Termination of Employment, the then-outstanding Units that are vested at the
date of Termination and that become vested thereafter will be settled in
accordance with the settlement terms set out in the Agreement, giving effect to
any valid deferral election of Employee then in effect.  The foregoing
notwithstanding, any settlement resulting from a Termination of Employment which
would be made to a “specified employee” as defined under Code Section 409A shall
be made six months after the date of Termination of Employment,

     

    (e)           Certain
Definitions.  The following
definitions apply for purposes of this Agreement, whether or not Employee has an
employment agreement or other agreement with a Group Entity contain the same or
similar defined terms:

     

    (i) "Cause" has the meaning given in
the Plan.

     

    (ii) “Change of Control” means a
transaction or event, or a series of transactions or events, as a result of
which MatlinPatterson Global Opportunities Partners II, L.P. (and/or one or more
of its affiliates) shall no longer have the right to elect all the members of
the Board.

     

    (iii) "Disability" means “disability”
as defined in Code Section 409A.

     

    (iv) A "Forfeiture Event" means and
shall be deemed to have occurred if, at any time after the grant of the Units
including following Employee's Termination of Employment, Employee shall have
failed to comply with any of the following conditions.  Without the
consent in writing of the Board, Employee (A) holds the position of Chief
Financial Officer for any other broker dealer, financial advisory or financial
services firm; (B) directly or indirectly, (x) solicits for employment or hires
anyone who was an employee of the Company or any its subsidiaries within the
period of 180 days prior to any termination of Employee’s employment or (y)
solicits any customer or client of the Company or any of its subsidiaries to
transfer its business away from the Company or any of its subsidiaries or to
cease doing business with the Company or any of its subsidiaries or (C)
otherwise fails to comply with the conditions set forth in Section 7.4(a), (b)
and (c) of the Plan.  However,
following Termination of Employment, Employee shall be free to purchase stock or
other securities of an organization or business so long as it is listed upon a
recognized securities exchange or traded over-the-counter and such investment
does not represent a greater than five percent equity interest in the
organization or business.  The Company and
the Employee acknowledge and agree that the Company’s sole and exclusive remedy
for a Forfeiture Event pursuant to this Agreement is forfeiture of unvested
Units, in accordance with the terms of this Agreement.

     

    
      
        
        

      

      
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    (v) "Group Entity" means either the
Company or any of its subsidiaries and affiliates.

     

     (vi) "Pro Rata Portion" means,
for each tranche of Units, a fraction the numerator of which is the number of
days that have elapsed from the Grant Date to the date of Employee's Termination
of Employment and the denominator of which is the number of days from the Grant
Date to the Stated Vesting Date for that tranche.  A "tranche" is
that portion of Units that have a unique Stated Vesting Date.

     

    (vii) "Retirement" means a
“Retirement” as defined in the Plan which also qualifies as a Termination of
Employment.

     

    (viii) "Termination of Employment"
means the event by which Employee ceases to be employed by a Group Entity and
immediately thereafter is not employed by any other Group Entity and which
constitutes a “separation from service” under Code Section 409A and its
associated regulations.

     

    5.      DIVIDEND EQUIVALENTS AND
ADJUSTMENTS.

     

    (a)           Dividend
Equivalents.  Subject to
Section 5(d), Dividend Equivalents will be credited on Units (other than Units
that, at the relevant record date, previously have been settled or forfeited)
and deemed reinvested in additional Units, to the extent and in the manner as
follows:

     

    (i)  Cash Dividends.  If the Company
declares and pays a dividend or distribution on Shares in the form of cash, then
a number of additional Units shall be credited to Employee's Account as of the
last day of the calendar quarter in which such dividend or distribution was paid
equal to the number of Units credited to the Account as of the record date for
such dividend or distribution multiplied by cash amount of the dividend or
distribution paid on each outstanding Share at such payment date, divided by the
Fair Market Value of a share of Common Stock at the date of such crediting;
provided, however, that in the case of
an extraordinary cash dividend or distribution the Company may provide for such
crediting at the dividend or distribution payment date instead of the last day
of the calendar quarter.

     

    (ii)  Stock Dividends and
Splits.  If the Company
declares and pays a dividend or distribution on Shares in the form of additional
Shares, or there occurs a forward split of Shares, then a number of additional
Units shall be credited to Employee's Account as of the payment date for such
dividend or distribution or forward split equal to the number of Units credited
to the Account as of the record date for such dividend or distribution or split
multiplied by the number of additional Shares actually paid as a dividend or
distribution or issued in such split in respect of each outstanding Share.  

     

    (iii)  Other Dividends.  If the Company
declares and pays a dividend or distribution on Shares in the form of property
other than additional Shares, then a number of additional Units shall be
credited to Employee's Account as of the payment date for such dividend or
distribution equal to the number of Units credited to the Account as of the
record date for such dividend or distribution multiplied by the Fair Market
Value of such property actually paid as a dividend or distribution on each
outstanding Share at such payment date, divided by the Fair Market Value of a
Share at such payment date.

     

    
      
        
        

      

      
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    (b)           Adjustments.  The number of
Units credited to Employee's Account shall be appropriately adjusted, in order
to prevent dilution or enlargement of Employee's rights with respect to Units or
to reflect any changes in the number of outstanding shares of Common Stock
resulting from any event referred to in Section 5.3 of the Plan, taking into
account any Units credited to Employee in connection with such event under
Section 5(a) hereof.

     

    (c)           Risk of Forfeiture and
Settlement of Units Resulting from Dividend Equivalents and
Adjustments.  Units which
directly or indirectly result from Dividend Equivalents on or adjustments to a
Unit granted hereunder and which do not result from a dividend or distribution
on Shares in the form of cash, shall be subject to the same risk of forfeiture
as applies to the granted Unit and, if not forfeited, will be settled at the
same time as the granted Unit.  Units which
directly or indirectly result from Dividend Equivalents on or adjustments to a
Unit granted hereunder and which result from an ordinary dividend or
distribution on Shares in the form of cash, shall not be subject to forfeiture
and will be settled at the same time as the granted Unit (or if the granted Unit
is forfeited, then at the time the granted Unit would have been settled if it
were not forfeited).  Units which
directly or indirectly result from Dividend Equivalents on or adjustments to a
Unit granted hereunder and which result from an extraordinary dividend or
distribution on Shares in the form of cash, shall, unless otherwise determined
by the Company at the time of such extraordinary dividend or distribution, be
subject to the same risk of forfeiture as applies to the granted Unit and, if
not forfeited, will be settled at the same time as the granted Unit.

     

    (d)           Changes to Manner of
Crediting Dividend Equivalents.  The provisions of
Section 5(a) notwithstanding, the Company may vary the manner and timing of
crediting Dividend Equivalents in accordance with Code Section 409A for
administrative convenience, including, for example, by crediting cash Dividend
Equivalents rather than additional Units.

     

    6.      ADDITIONAL FORFEITURE
PROVISIONS NOT APPLICABLE.  The forfeiture
conditions set forth in Section 7.4 of the Plan shall not apply to all Units
hereunder and to gains realized upon the settlement of the Units, except as
specifically stated herein.

     

    7.      EMPLOYEE REPRESENTATIONS AND
WARRANTIES AND RELEASE.  As a condition to
any non-forfeiture of the Units at or after Termination of Employment and to any
settlement of the Units, the Company may require Employee (i) to make any
representation or warranty to the Company as may be required under any
applicable law or regulation, to make a representation and warranty that no
Forfeiture Event has occurred or is contemplated, and that otherwise the
requirements of Section 7 above have been met, and (ii) to execute a release of
claims against the Company arising before the date of such release, in such form
as may be specified by the Company.

     

    8.      OTHER TERMS RELATING TO
UNITS.

     

     

    (a)           Deferral of Settlement;
Compliance with Code Section 409A.  Settlement of any
Unit, which otherwise would occur at the Settlement Date, will be deferred in
certain cases if and to the extent Employee is permitted to participate in the
Stock Option Gain and Stock Award Deferral Program or otherwise permitted to
defer the Units and Employee makes a valid deferral election relating to the
Units.  Deferrals,
whether elective or mandatory under the terms of this Agreement, shall comply
with requirements under Code Section 409A.  Deferrals


     

    
      
        
        

      

      
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    will be
subject to such other restrictions and terms as may be specified by the Company
prior to deferral.  It is understood that Code Section 409A and regulations thereunder may
require any elective deferral to comply with Section 409A(a)(4)(C).  Other provisions
of this Agreement notwithstanding, under U.S.  federal income
tax laws and Treasury Regulations (including proposed regulations) as presently
in effect or hereafter implemented, any rights of Employee or retained authority
of the Company with respect to Units hereunder shall be automatically modified
and limited to the extent necessary so that Employee will not be deemed to be in
constructive receipt of income relating to the Units prior to the distribution
and so that Employee shall not be subject to any penalty under Code Section
409A.

     

    (b)           Fractional Units and
Shares.  The number of
Units credited to Employee's Account shall include fractional Units calculated
to at least three decimal places, unless otherwise determined by the
Committee.  Unless settlement
is effected through a broker or agent that can accommodate fractional shares
(without requiring issuance of a fractional share by the Company), upon
settlement of the Units Employee shall be paid, in cash, an amount equal to the
value of any fractional share that would have otherwise been deliverable in
settlement of such Units.

     

    (c)           Tax Withholding.  Employee shall
make arrangements satisfactory to the Company, or, in the absence of such
arrangements, a Group Entity may deduct from any payment to be made to Employee
any amount necessary, to satisfy requirements of federal, state, local, or
foreign tax law to withhold taxes or other amounts with respect to the lapse of
the risk of forfeiture (including FICA due upon such lapse) or the settlement of
the Units.  Unless Employee
has made separate arrangements satisfactory to the Company, the Company may
elect to withhold shares deliverable in settlement of the Units having a fair
market value (as determined by the Committee) equal to the amount of such tax
liability required to be withheld in connection with the settlement of the
Units, but the Company shall not be obligated to withhold such Shares.

     

    (d)           Statements.  An individual
statement of Employee's Account will be issued to Employee at such times as may
be determined by the Company.  Such a statement
shall reflect the number of Units credited to Employee's Account, transactions
therein during the period covered by the statement, and other information deemed
relevant by the Committee.  Such a statement
may be combined with or include information regarding other plans and
compensatory arrangements for employees.  Employee's
statements shall be deemed a part of this Agreement, and shall evidence the
Company's obligations in respect of Units, including the number of Units
credited as a result of Dividend Equivalents (if any).  Any statement
containing an error shall not, however, represent a binding obligation to the
extent of such error, notwithstanding the inclusion of such statement as part of
this Agreement.

     

    9.      MISCELLANEOUS.

     

    (a)           Binding Agreement; Written
Amendments.  This Agreement
shall be binding upon the heirs, executors, administrators and successors of the
parties.  This
Agreement, the Plan, any deferral election separately filed with the Company
relating to the grant of Units under the Agreement and the letter agreement
between the Company and the Employee dated as of March [ ], 2008, constitute the
entire agreement between the parties with respect to the Units, and supersede
any prior agreements or documents with respect thereto.  No amendment,


     

    
      
        
        

      

      
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    alteration,
suspension, discontinuation, or termination of this Agreement which may impose
any additional obligation upon the Company or materially
impair the rights of Employee with respect to the Units shall be valid unless in
each instance such amendment, alteration, suspension, discontinuation, or
termination is expressed in a written instrument duly executed in the name and
on behalf of the Company and by Employee.

     

    (b)           No Promise of
Employment.  The Units and the
granting thereof shall not constitute or be evidence of any agreement or
understanding, express or implied, that Employee has a right to continue as an
officer or employee of the Company for any period of time, or at any particular
rate of compensation.

     

    (c)           Unfunded Plan.  Any provision for
distribution in settlement of Employee's Account hereunder shall be by means of
bookkeeping entries on the books of the Company and shall not create in Employee
or any Beneficiary any right to, or claim against any, specific assets of the
Company, nor result in the creation of any trust or escrow account for
Employee.  With respect to
any entitlement of Employee or any Beneficiary to any distribution hereunder,
Employee or such Beneficiary shall be a general creditor of the Company.

     

    (d)           Governing Law.  THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.

     

    (e)           Legal Compliance.  Employee agrees
to take any action the Company reasonably deems necessary in order to comply
with federal and state laws, or the rules and regulations of the NASDAQ Global
Market or any other stock exchange, or any other obligation of the Company or
Employee relating to the Units or this Agreement.

     

    (f)           Notices.  Any notice to be
given the Company under this Agreement shall be addressed to the Company
at One Penn Plaza, New York, New York 10119, Attention: Corporate
Secretary, and any notice to the Employee shall be addressed to the Employee at
Employee's address as then appearing in the records of the Company.

     

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