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