BROADPOINT SECURITIES GROUP,
INC.
2007 INCENTIVE COMPENSATION
PLAN
STOCK OPTION AGREEMENT
THIS
STOCK OPTION AGREEMENT (the “Agreement”) confirms the
grant on December 18, 2008 (the “Grant Date”) by
Broadpoint Securities Group, Inc., a New York corporation (the
“Company”), to Lee Fensterstock
(“Employee”) of non-qualified options
(“Options”) to acquire shares of the Company’s
common stock (“Shares”), as follows:
Number of
Shares Covered by Option Granted : 1,000,000
How Options Vest and Become
Exercisable : 33-1/3% of
the Options if not previously forfeited will vest and become
exercisable on the first anniversary of the Grant Date; 33-1/3% of
the Options, if not previously forfeited, will vest and become
exercisable on the second anniversary of the Grant Date; and
33-1/3% of the Options, if not previously forfeited, will vest and
become exercisable on the third anniversary of the Grant Date,
provided in each case that Employee continues to be employed
by the Company or another Group Entity on such vesting date (each,
a “Stated Vesting Date”). In addition, if not
previously forfeited, the Options will become vested upon the
occurrence of certain events relating to a Termination of
Employment and certain events relating to a Change of Control (as
defined below), in each case to the extent provided in
Section 4 of the Terms and Conditions of Stock Options
attached hereto (the “Terms and Conditions”). If
Employee has a Termination of Employment prior to a Stated Vesting
Date and any Options are not otherwise deemed vested and
exercisable by that date, such Options will be immediately
forfeited except as otherwise provided in Section 4 of the
Terms and Conditions.
Exercise Prices of the Options
: The exercise price per Share of
the Options will by $3.00.
Duration of the Options : Except as otherwise provided in Section 4
of the Terms and Conditions, if not previously forfeited, the
Options shall expire and shall no longer be exercisable after the
expiration of six years from the Grant date.
The
Options are subject to the terms and conditions of the
Company’s 2007 Incentive Compensation Plan (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 5.3 of the Plan.
Employee
acknowledges and agrees that (i) Options are nontransferable,
except as provided in Section 3 of the Terms and Conditions
and Section 9.2 of the Plan, (ii) Options are subject to
forfeiture upon Employee’s Termination of Employment 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 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.
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Employee:
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BROADPOINT
SECURITIES GROUP, INC.
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By:
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/s/ Peter
McNierney
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Peter
McNierney
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TERMS AND CONDITIONS OF STOCK
OPTIONS
The
following Terms and Conditions apply to the Options granted to
Employee 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 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 these 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 Options, Employee agrees to
be bound by all of the terms and provision 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 Options.
2.
TIME AND METHOD OF EXERCISE . At any time while any portion
of the Options remain vested and exercisable, Employee 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 held by Employee, (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
Committee and in effect from time to time, or (v) by a
combination of the foregoing.
3.
NONTRANSFERABILITY . Employee 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 (or to a designated
Beneficiary in the event of the Employee’s death), and
Options, if exercisable, shall be exercisable during the lifetime
of the Employee only by Employee or his guardian or legal
representative, provided however that , Options and any
rights hereunder may be transferred during the lifetime of Employee
for purposes of the Employee’s estate planning and
purposes.
4.
TERMINATION PROVISIONS . Th
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