exv10w90






Exhibit 10.90




BROADPOINT GLEACHER SECURITIES GROUP, INC.




FORM OF

2003 NON-EMPLOYEE DIRECTORS STOCK PLAN

STOCK OPTION AGREEMENT




     THIS STOCK OPTION AGREEMENT (the “Agreement”) confirms the grant on                      (the “Grant
Date”) by Broadpoint Gleacher Securities Group, Inc., a New York corporation (including any
successor corporation to Broadpoint Gleacher Securities Group, Inc., the “Company”), to                     
(“Non-Employee Director”) of non-qualified options (“Options”) to acquire shares of the Company’s
common stock (“Shares”), as follows:



Number
of Shares Covered by Option Granted:                     



How
Options Vest and Become Exercisable: [insert vesting schedule] provided the
Non-Employee Director continues to be a director of the Company. Unless
earlier terminated in accordance with the terms and provisions of the Plan
and/or this Agreement, the Options will expire and will no longer be
exercisable after the expiration of                      years from the Grant Date (the
“Option Period”). In no event will an Option be exercisable for a fractional
Share.



Exercise
Prices of the Options: The initial exercise price per Share of the
Options will be $___, which is the Fair Market Value of a Share on the Grant
Date.



Duration
of the Options: Except as otherwise provided in Section 4 of the
Terms and Conditions, the Options will terminate and be of no force or effect
in accordance with and to the extent provided by the terms and provisions of
Section 10 of the Plan. In any event, the Options will terminate upon the
expiration of the Option Period.



     The Options are subject to the terms and conditions of the Plan, and this Agreement, including
the Terms and Conditions attached hereto. The number of Options, the number and kind of Shares
deliverable upon exercise of Options, and other terms relating to the Options are subject to
adjustment in accordance with Section 5 of the Terms and Conditions and Section 12.2 of the Plan.



 









 





     Non-Employee Director acknowledges and agrees that (i) Options are nontransferable, except as
provided in Section 3 of the Terms and Conditions and Section 11 of the Plan, (ii) Options are
subject to forfeiture upon Non-Employee Director’s termination of service in certain circumstances,
as specified in Section 4 of the Terms and Conditions, and (iii) sales of Shares delivered in
settlement of Options will be subject to the Company’s policies regulating trading by employees.



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



	 	 	 	 	 	 	 
	Non-Employee Director:	 	BROADPOINT GLEACHER SECURITIES GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 


	 	 	 	 

	 	 






TERMS AND CONDITIONS OF STOCK OPTIONS




     The following Terms and Conditions apply to the Options granted to Non-Employee Director by
the Company, as specified in the Stock Option Agreement (of which these Terms and Conditions form a
part). Certain terms of the Options, including the number of Options granted, vesting dates and
expiration date, are set forth in the Agreement.



     1. GENERAL. The Options are granted to Non-Employee Director under the 2003
Non-Employee Directors Stock Plan (the “Plan”). The Options are not to be treated as (and are not
intended to qualify as) incentive stock options within the meaning of Section 422 of the Code. 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 will 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
will prevail. By accepting the grant of the Options, Non-Employee Director 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 Board of Directors of the Company (the “Board”) made from time to time, provided that no such
Plan amendment, rule or regulation or Board decision or determination without the consent of an
affected Participant will materially affect the rights of the Non-Employee Director with respect to
the Options.





 









 








     2. TIME AND METHOD OF EXERCISE. At any time while any portion of the Options remain
vested and exercisable, Non-Employee Director may exercise such vested Options in whole or in part
by delivering to the Company written notice of exercise and payment of the exercise price. Such
exercise price may be paid (i) in cash, by check or in another cash equivalent acceptable to the
Company, (ii) by transfer to the Company of nonforfeitable, nonrestricted Shares already held by
Non-Employee Director for at least six (6) months, (iii) through broker-assisted “cashless”
exercise arrangements, to the extent permissible under applicable law, (iv) by any other method
permitted under the Plan and under rules established by the Board and in effect from time to time,
or (v) by a combination of the foregoing.



     3. NONTRANSFERABILITY. Non-Employee Director may not sell, transfer, assign, pledge,
margin or otherwise encumber or dispose of Options 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 11 of the Plan.



     4. TERMINATION PROVISIONS. The following provisions will govern the vesting and
forfeiture of the Options upon the occurrence of certain events relating to termination of service
and certain events relating to a Change of Control, in each case unless otherwise determined by the
Board (subject to Section 6(a) hereof), except that in any event, the Options will terminate upon
the expiration of the Option Period:



          (a) Death or Disability. In the event of Non-Employee Director’s death or Disability,
Non-Employee Director (and Non-Employee Director’s estate, designated beneficiary or other legal
representative, as the case may be and as determined by the Board) will have the right, to the
extent exercisable immediately prior to any such termination of service, to exercise such Options,
if any, at any time within the one (1) year period following such termination due to death or
Disability (but not beyond the Option Period).




          (b) Change of Control of the Company. If a Change of Control of the Company occurs
all Options then unexercised and outstanding will become fully vested and exercisable as of the
date of the Change of Control, provided Non-Employee Director is serving on the Board as of the date of the Change of Control or is a
director to whom Section 13.3.2 of the Plan is applicable.



 









 








          (c) Termination of Service. Except as otherwise provided in this Section 4 or the
Plan in the event Non-Employee Director ceases to be a director for any reason, Non-Employee
Director’s rights, if any, to exercise any then exercisable Options, if any, will terminate ninety
(90) days after the date of such termination of service (but not beyond the Option Period) and
thereafter such Options will be forfeited and cancelled by the Company.




     5. SHAREHOLDER’S RIGHTS, DIVIDENDS AND ADJUSTMENTS.



          (a) Shareholder’s Rights and Dividends. Non-Employee Director will have no rights as
a shareholder, and will not be entitled to any dividends declared or paid, with respect to any
Share underlying an Option unless and until such Share is issued to Non-Employee Director upon the
proper exercise of such Option.




          (b) Adjustments. The number of Options credited to Non-Employee Director, the number
of Shares underlying such Options and/or the exercise price per Share of such Options will be
appropriately adjusted, in order to prevent dilution or enlargement of Non-Employee Director’s
rights with respect to such Options and Shares or to reflect any changes in the number of
outstanding Shares resulting from any event referred to in Section 12.2 of the Plan.




     6. OTHER TERMS RELATING TO OPTIONS.



          (a) Deferral of Settlement; Compliance with Code Section 409A. No settlement of the
exercise of an Option may be deferred hereunder, and all terms of the Option and its exercise will
comply with the requirements of Code Section 409A.




          (b) Fractional Options and Shares. The number of Shares underlying Options credited
to Non-Employee Director will not include fractional shares, unless otherwise determined by the
Board.




          (c) Taxes. Non-Employee Director acknowledges and agrees that the payment of any
amount necessary to satisfy requirements of federal, state, local or foreign tax law imposed in
connection with the exercise of the Options will be the obligation of Non-Employee Director and the
Company will not be obligated to pay or withhold any amount or any Shares in connection with such
tax liability.




          (d) Statements. An individual statement of Non-Employee Director’s Options will be
issued to Non-Employee Director at such times as may be determined by the Company. Such a
statement will reflect the number of outstanding Options credited to Non-Employee Director,
transactions therein during the period covered by the statement, and other information deemed relevant by the Board. Such a statement may
be combined with or include information regarding other plans and compensatory arrangements for
directors.



 









 








     7. MISCELLANEOUS.



          (a) Binding Agreement; Written Amendments. This Agreement will be binding upon the
heirs, executors, administrators and successors of the parties. This Agreement and the Plan
constitute the entire agreement between the parties with respect to the Options, and supersede any
prior agreements or documents with respect thereto. No amendment, alteration, suspension,
discontinuation, or termination of this Agreement which may impose any additional obligation upon
the Company or materially impair the rights of Non-Employee Director with respect to the Options
will 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 Non-Employee Director.




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




          (d) Legal Compliance. Non-Employee Director 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 Non-Employee Director relating to the Options or this Agreement.




          (e) Notices. Any notice to be given the Company under this Agreement will be
addressed to the Company at 12 East 49th Street, 31st Floor, New York, New
York 10017 , Attention: Corporate Secretary, and any notice to the Non-Employee Director will be
addressed to the Non-Employee Director at Non-Employee Director’s address as then appearing in the
records of the Company.