BROADPOINT GLEACHER SECURITIES
GROUP, INC.
2003 NON-EMPLOYEE DIRECTORS STOCK
PLAN
(As Amended and Restated Through June 16, 2009)
1.
Purpose . The purpose of the 2003 Non-Employee
Directors’ Stock Plan (the “Plan”) is to promote
the interests of Broadpoint Gleacher Securities Group, Inc. (the
“Company”), its Subsidiaries and its shareholders by
further aligning the intentions of directors with those of the
Company’s shareholders. To do this, the Plan offers
equity-based opportunities providing directors with a proprietary
interest in maximizing the growth, profitability and overall
success of the Company and its Subsidiaries.
2.
Definitions . For purposes of the Plan, the following
terms shall have the meanings set forth below:
2.1 “Award” means an award or grant made to a
Non-Employee Director under Sections 6 and/or 7 of the
Plan.
2.2 “Award Agreement” means the agreement
executed by a Non-Employee Director pursuant to Sections 3.2
and 15.6 of the Plan in connection with the granting of an
Award.
2.3 “Board” means the Board of Directors of the
Company, as constituted from time to time.
2.4 “Code” means the Internal Revenue Code of
1986, as in effect and as amended from time to time, or any
successor statute thereto, together with any rules, regulations and
interpretations promulgated thereunder or with respect
thereto.
2.5 “Common Stock” means the Common Stock, par
value $.01 per share, of the Company or any security of the Company
issued by the Company in substitution or exchange
therefor.
2.6 “Company” means Broadpoint Gleacher
Securities Group, Inc., a New York corporation, or any successor
corporation to Broadpoint Gleacher Securities Group,
Inc.
2.7 “Disability” means disability as determined
by the Board in accordance with standards and procedures similar to
those under the Company’s long-term disability plan, if any.
At any time that the Company does not maintain a long-term
disability plan, “Disability” shall mean any physical
or mental disability which is determined to be total and permanent
by a physician selected in good faith by the Company.
2.8 “Exchange Act” means the Securities Exchange
Act of 1934, as in effect and as amended from time to time, or any
successor statute thereto, together with any rules, regulations and
interpretations promulgated thereunder or with respect
thereto.
2.9 “Fair Market Value” means on, or with
respect to, any given date(s), the average of the highest and
lowest market prices of the Common Stock, as reported on the NASDAQ
NMS for such date(s) or, if the Common Stock was not traded on such
date(s), on the next preceding day or days on which the Common
Stock was traded. If at any time the Common Stock is not traded on
such
exchange, the
Fair Market Value of a share of the Common Stock shall be
determined in good faith by the Board.
2.10 “Non-Qualified Stock Option” means any
stock option that is not an “incentive stock option”
within the meaning of Section 422 of the Code.
2.11 “Plan” means the Broadpoint Gleacher
Securities Group, Inc. 2003 Non-Employee Director Stock Plan, as
set forth herein and as in effect and as amended from time to time
(together with any rules and regulations promulgated by the Board
with respect thereto).
2.12 “Restricted Shares” means the restricted
shares of Common Stock granted pursuant to the provisions of
Section 7 of the Plan and the relevant Award
Agreement.
2.13 “Service Year” means the approximately
annual period commencing at an annual meeting of the
Company’s shareholders and ending at the next annual meeting
of the Company’s shareholders.
2.14 “Subsidiary(ies)” means any corporation
(other than the Company) in an unbroken chain of corporations,
including and beginning with the Company, if each of such
corporations, other than the last corporation in the unbroken
chain, owns, directly or indirectly, more than fifty percent (50%)
of the voting stock in one of the other corporations in such
chain.
3.1 Administrator of the Plan . The Plan shall be
administered by the Board.
3.2 Plan Rules . The Board shall have full power and
authority to promulgate, amend and rescind rules and regulations
relating to the implementation, administration and maintenance of
the Plan. Subject to the terms and conditions of the Plan, the
Board shall make all determinations necessary or advisable for the
implementation, administration and maintenance of the Plan
including, without limitation, (a) making Awards in such
amounts and form as the Board shall determine, (b) imposing
such restrictions, terms and conditions upon such Awards as the
Board shall deem appropriate, and (c) correcting any technical
defect(s) or technical omission(s), or reconciling any technical
inconsistency(ies), in the Plan and/or any Award Agreement. The
Board may designate persons other than members of the Board to
carry out the day-to-day ministerial administration of the Plan
under such conditions and limitations as it may prescribe, except
that the Board shall not delegate its authority with regard to the
granting of any Awards to Non-Employee Directors. Any
determination, decision or action of the Board in connection with
the construction, interpretation, administration, implementation or
maintenance of the Plan shall be final, conclusive and binding upon
all Non-Employee Directors and any person(s) claiming under or
through any Non-Employee Directors. The Company shall effect the
granting of Awards under the Plan, in accordance with the
determinations made by the Board, by execution of written
agreements and/or other instruments in such form as is approved by
the Board.
3.3 Liability Limitation . Neither the Board nor any
of its members shall be liable for any act, omission,
interpretation, construction or determination made in good faith in
connection with the Plan (or any Award Agreement), and the members
of the Board shall be entitled to indemnification and reimbursement
by the Company in respect of any claim, loss, damage or expense
(including, without limitation, attorneys’ fees) arising or
resulting therefrom to the fullest extent permitted by law and/or
under any directors and officers liability insurance coverage which
may be in effect from time to time.
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4.
Term of Plan/Common Stock Subject to Plan .
4.1 Term . The Plan shall terminate at such time as
no shares of Common Stock remain available for grant of Awards and
no Awards remain outstanding. Outstanding Awards shall remain in
effect until they have been exercised, become vested or have
terminated or expired.
4.2 Common Stock . The maximum number of shares of
Common Stock in respect of which Awards may be granted or paid out
under the Plan, subject to adjustment as provided in
Section 12.2 of the Plan, shall not exceed 2,000,000 shares.
In the event of a change in the Common Stock of the Company that is
limited to a change in the designation thereof to “Capital
Stock” or other similar designation, or to a change in the
par value thereof, or from par value to no par value, without
increase or decrease in the number of issued shares, the shares
resulting from any such change shall be deemed to be the Common
Stock for purposes of the Plan. Common Stock which may be issued
under the Plan may be either authorized and unissued shares or
issued shares which have been reacquired by the Company (in the
open-market or in private transactions) and which are being held as
treasury shares. No fractional shares of Common Stock shall be
issued under the Plan.
4.3 Computation of Available Shares . For the purpose
of computing the total number of shares of Common Stock available
for Awards under the Plan, there shall be counted against the
limitations set forth in Section 4.2 of the Plan the maximum
number of shares of Common Stock potentially subject to issuance
upon exercise of Stock Options granted under Sections 6 of the
Plan and the number of shares of Common Stock issued under grants
of Restricted Shares pursuant to Section 7 of the Plan, in
each case determined as of the date on which such Awards are
granted. If any Awards expire unexercised or are forfeited,
surrendered, cancelled or terminated, the shares of Common Stock
which were theretofore subject to such Awards shall again be
available for Awards under the Plan to the extent of such
expiration, forfeiture, surrender, cancellation or termination of
such Awards.
5.
Eligibility . Any member of the Board who is not an
employee of the Company or any Subsidiary (a “Non-Employee
Director”) is eligible to participate in the Plan.
6.1 Terms and Conditions . Stock options granted
under the Plan shall be in respect of Common Stock and shall be in
the form of Non-Qualified Stock Options (“Stock
Options”). Such Stock Options shall be subject to the terms
and conditions set forth in this Section 6 and any additional
terms and conditions, not inconsistent with the express terms and
provisions of the Plan, as the Board shall set forth in the
relevant Award Agreement.
6.2 Annual Stock Option Grant . Each person who is or
becomes a Non-Employee Director on the date of an annual meeting of
the Company’s shareholders and whose service will continue
after such meeting shall be granted a Stock Option under the Plan
to purchase a number of shares of Common Stock, if any, determined
annually by the Board; provided, however, that no Non-Employee
Director may receive Stock Options worth in the aggregate more than
$100,000 (as determined by the Board) in any Service Year
(including Stock Options granted pursuant to Section 6.3, but
not including Stock Options granted in lieu of a Non-Employee
Director’s annual cash retainer pursuant to
Section 6.8). Any Stock Options granted pursuant to this
Section 6.2 shall be granted as of the date of the annual
meeting.
6.3 Discretionary Stock Option Grant . In addition to
any Stock Options granted pursuant to Section 6.2, the Board
may from time to time grant Stock Options to Non-Employee Directors
to purchase a number of shares of Common Stock determined by the
Board; provided, however, that no
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Non-Employee
Director may receive Stock Options worth in the aggregate more than
$100,000 (as determined by the Board) in any Service Year
(including Stock Options granted pursuant to Section 6.2, but
not including Stock Options granted in lieu of a Non-Employee
Director’s annual cash retainer pursuant to
Section 6.8).
6.4 Exercise Price . The exercise price of a Stock
Option shall not be less than one hundred percent (100%) of the
Fair Market Value of the Common Stock on the date of the grant of
such Stock Option.
6.5 Term . The term of each Stock Option shall be not
more than ten (10) years after the date immediately preceding
the date on which the Stock Option is granted, as determined by the
Board in its sole discretion.
6.6 Method of Exercise . A Stock Option may be
exercised, in whole or in part, by giving written notice of
exercise to the Secretary of the Company, or the Secretary’s
designee, specifying the number of shares to be purchased. Such
notice shall be accompanied by payment in full of the exercise
price in cash, by certified check, bank draft, or money order
payable to the order of the Company, by delivery of shares of
Common Stock already owned by the Non-Employee Director for at
least six (6) months, or, if permitted by the Board (in its
sole discretion) and applicable law, by delivery of, alone or in
conjunction with a partial cash or instrument payment, some other
form of payment acceptable to the Board. Payment instruments shall
be received by the Company subject to collection. The proceeds
received by the Company upon exercise of any Stock Option may be
used by the Company for general corporate purposes. Any portion of
a Stock Option that is exercised may not be exercised
again.
6.7 Exercisability . In respect of any Stock Option
granted under the Plan, unless otherwise determined by the Board
(in its sole discretion) at any time and from time to time, such
Stock Option shall become exercisable as to the aggregate number of
shares of Common Stock underlying such Stock Option, as determined
on the date of grant, as follows:
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One
third (1/3), on the first anniversary of the date of grant of the
Stock Option, provided the Non-Employee Director continuously
remains a director of the Company;
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Two
thirds (2/3), on the second anniversary of the date of grant of the
Stock Option, provided the Non-Employee Director continuously
remains a director or consultant of the Company;
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100%, on the third anniversary of
the date of grant of the Stock Option, provided the Non-Employee
Director continuously remains a director or consultant of the
Company.
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Notwithstanding
anything to the contrary contained in this Section 6.7, such
Stock Option shall become one hundred percent (100%) exercisable as
to the aggregate number of shares of Common Stock underlying such
Stock Option upon the death or Disability of the Non-Employee
Director.
6.8 Election to Receive Stock Options in Lieu of Annual Cash
Retainer . In addition to any Awards granted pursuant to
Sections 6.2, 6.3, 7.2 and 7.3, the Board, in its discretion,
may permit a Non-Employee Director to elect to receive Stock
Options in lieu of all or a portion of his or her annual cash
retainer. If the Board permits such an election, it, in its
discretion, shall determine the appropriate terms of such Stock
Options. Any such election, if permitted by the Board, shall be
made in accordance with such procedures as are adopted from time to
time by the Board.
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6.9 Election of Form of Grant . The Board, in its
discretion, may permit a Non-Employee Director to elect whether an
annual grant (in the amount determined by the Board) is made to
such Non-Employee Director in the form of Stock Options pursuant to
Section 6.2 or Restricted Shares pursuant to Section 7.2,
provided that such election is made prior to the date of the
applicable annual meeting and otherwise is made in accordance with
such procedures as are adopted from time to time by the
Board.
7.1 Terms and Conditions; Annual Grant of Restricted
Shares . Grants of Restricted Shares shall be subject to
the terms and conditions set forth in this Section 7 and any
additional terms and conditions, not inconsistent with the express
terms and provisions of the Plan, as the Board shall set forth in
the relevant Award Agreement.
7.2 Annual Grant of Restricted Shares . Restricted
Shares may be granted alone or in addition to Stock Options. Each
person who is or becomes a Non-Employee Director on the date of an
annual meeting of the Company’s shareholders and whose
service will continue after such meeting shall be granted a number
of Restricted Shares, if any, determined annually by the Board;
provided, however, that no Non-Employee Director may receive
Restricted Shares worth more than $100,000 (as determined by the
Board) in any Service Year (including Restricted Shares granted
pursuant to Section 7.3, but not including Restricted Shares
granted in lieu of a Non-Employee Director’s annual cash
retainer pursuant to Section 7.4). Any Restricted Shares
granted pursuant to this Section 7.2 shall be granted as of
the date of the annual meeting.
7.3 Discretionary Grant of Restricted Shares . In
addition to any Restricted Shares granted pursuant to
Section 7.2, the Board may from time to time grant a number of
Restricted Shares to Non-Employee Directors determined by the
Board; provided, however, that no Non-Employee Director may receive
Restricted Shares worth more than $100,000 (as determined by the
Board) in any Service Year (including Restricted Shares granted
pursuant to Section 7.2, but not including Restricted Shares
granted in lieu of a Non-Employee Director’s annual cash
retainer pursuant to Section 7.4).
7.4 Election to Receive Restricted Shares in Lieu of Annual
Cash Retainer . In addition to any Awards granted pursuant
to Sections 6.2, 6.3, 7.2 and 7.3, the Board, in its
discretion, may permit a Non-Employee Director to elect to receive
Restricted Shares in lieu of all or a portion of his or her annual
cash retainer. If the Board permits such an election, it, in its
discretion, shall determine the appropriate terms of such
Restricted Shares. Any such election, if permitted by the Board,
shall be made in accordance with such procedures as are adopted
from time to time by the Board.
7.5 Restrictive Legend . With respect to each
Non-Employee Director receiving an Award of Restricted Shares,
there shall be issued a stock certificate (or certificates) in
respect of such Restricted Shares. Such stock certificate(s) shall
be registered in the name of such Non-Employee Director, shall be
accompanied by a stock power duly executed by such Non-Employee
Director, and shall bear, among other required legends, the
following legend:
“The
transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including, without limitation, forfeiture events) contained in the
Broadpoint Gleacher Securities Group, Inc. 2003 Non-Employee
Directors Stock Plan and an Award Agreement entered into between
the registered owner hereof and Broadpoint Gleacher Securities
Group, Inc. Copies of such Plan and Award
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Agreement are
on file in the office of the Secretary of Broadpoint Gleacher
Securities Group, Inc., 12 East 49 th Street, 31 st Floor, New York, NY 10017. Broadpoint Gleacher
Securities Group, Inc. will furnish to the recordholder of the
certificate, without charge and upon written request at
its
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