BROADPOINT GLEACHER SECURITIES
GROUP, INC.
FORM OF
2003 NON-EMPLOYEE DIRECTORS STOCK PLAN
RESTRICTED STOCK AGREEMENT
THIS
RESTRICTED STOCK 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 shares of restricted stock (the
“Restricted Shares”), as follows:
Number
Granted :
Restricted Shares
How Restricted Shares Vest
: [insert vesting schedule],
provided that Non-Employee Director continuously remains a
director of the Company or a subsidiary on each vesting date (each,
a “Stated Vesting Date”) . The terms
“vest” and “vesting” mean that the
Restricted Shares have become non-forfeitable . If
Non-Employee Director terminates service prior to the Stated
Vesting Date and the Restricted Shares are not otherwise deemed
vested by that date, the Restricted Shares will be immediately
forfeited except as otherwise provided in Section 2 of the
Terms and Conditions of Restricted Stock attached hereto (the
“Terms and Conditions”).
Transferability : Restricted Shares granted hereunder will not
be transferable by Non-Employee Director in any manner until the
Shares become vested in accordance with this Agreement and
Section 2 of the Terms and Conditions, at which time the
Shares will cease to be Restricted Shares. The transfer agent for
the Company will be instructed (i) to issue any certificates
representing such Restricted Shares with appropriate legends and
(ii) not to process any transfers of such Restricted Shares
unless, and only to the extent that, it has been notified by the
Company that some or all of the Restricted Shares have become
vested.
The
Restricted Shares are subject to the terms and conditions of the
Company’s 2003 Non-Employee Directors Stock Plan (the
“Plan”), and this Agreement, including the Terms and
Conditions attached hereto . The number and kind of
Restricted Shares and other terms relating to the Restricted Shares
are subject to adjustment in accordance with Section 3 of the
Terms and Conditions and Section 12.2 of the Plan
.
Non-Employee
Director acknowledges and agrees that (i) Restricted Shares
are nontransferable, (ii) Restricted Shares are subject to
forfeiture upon Non-Employee Director’s termination of
service in certain circumstances, and (iii) sales of Shares
following vesting will be subject to the Company’s policies
regulating trading by Non-Employee Directors .
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
RESTRICTED STOCK
The
following Terms and Conditions apply to the Restricted Shares
granted to Non-Employee Director by Broadpoint Gleacher Securities
Group, Inc. (the “Company”), and Restricted Shares (if
any) resulting from certain dividends, as specified in the
Restricted Stock Agreement (of which these Terms and Conditions
form a part) . Certain terms of the Restricted Shares,
including the number of Restricted Shares granted and vesting
date(s) are set forth in the Agreement .
1
. GENERAL . The Restricted Shares are
granted to Non-Employee Director under the Company’s 2003
Non-Employee Directors Stock 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 Restricted Shares,
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 shall materially affect the rights of the Non-Employee
Director with respect to the Restricted Shares .
2
. TERMINATION AND FORFEITURE PROVISIONS
.
(a)
Death or Disability . In the event that Non-Employee
Director ceases to be a member of the Board due to death or
Disability (as defined in the Plan), Non-Employee Director will
become 100% vested in any such Restricted Shares as of the date
Non-Employee Director ceases to be a member of the
Board.
(b)
Termination of Service . Unless otherwise determined by the
Board, the Restricted Shares shall 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.
(c)
Forfeiture . If (i) Non-Employee Director attempts to
pledge, encumber, assign, transfer or otherwise dispose of any of
the Restricted Shares (except as permitted by Section 5 of
this Agreement) or the Restricted Shares become subject to
attachment or any similar involuntary process in violation of this
Agreement, or (ii) Non-Employee Director ceases to be a member
of the Board other than under the circumstances described in
Section 2(a), then any Restricted Shares that have not
previously vested shall be forfeited by Non-Employee Director to
the Company, Non-Employee Director will thereafter have no right,
title or interest whatever in such Restricted Shares so forfeited,
Non-Employee Director will immediately return to the Company any
and all certificates representing Restricted Shares so
forfeited.
3
. SHAREHOLDERS RIGHTS, DIVIDENDS AND
ADJUSTMENTS .
(a)
Voting Rights . Non-Employee Director will be
ent
|
