BROADPOINT GLEACHER SECURITIES GROUP, INC. 2007 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNITS AGREEMENT

Exhibit 10.92

BROADPOINT GLEACHER SECURITIES GROUP, INC.

2007 INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK UNITS AGREEMENT

          THIS RESTRICTED STOCK UNITS AGREEMENT (the “Agreement”) confirms the grant on June 30, 2009 (the “Grant Date”) by Broadpoint Gleacher Securities Group, Inc., a New York corporation (the “Company”), to Lee Fensterstock (“Employee”) of Restricted Stock Units (the “Units”), including rights to Dividend Equivalents as specified herein, as follows:

Number Granted : 250,000 Units

How Units Vest : 33-1/3% of the Units, if not previously forfeited, will vest on the first anniversary of the Grant Date, 33-1/3% of the Units, if not previously forfeited, will vest on the second anniversary of the Grant Date and 33-1/3% of the Units, if not previously forfeited, will vest on the third anniversary of the Grant Date, provided that Employee continues to be employed by the Company or a subsidiary on each vesting date (each, a “Stated Vesting Date”) . In addition, if not previously forfeited, the Units will become vested upon the occurrence of certain events relating to 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 Restricted Stock Units attached hereto (the “Terms and Conditions”) . The terms “vest” and “vesting” mean that the Units have become non-forfeitable . If Employee has a Termination of Employment prior to the Stated Vesting Date and the Units are not otherwise deemed vested by that date, the Units will be immediately forfeited except as otherwise provided in Section 4 of the Terms and Conditions.

Settlement Date : Settlement of vested Units will occur on the earlier of the third anniversary of the Grant Date or when an Employee has had a Termination of Employment (such date being the “Settlement Date”), except settlement shall be deferred in certain cases if required or permitted in accordance with Section 8(a) of the Terms and Conditions, and Units that become vested after Termination of Employment shall be settled at the later of vesting or the date determined in accordance with Section 8(a) of the Terms and Conditions . Units granted hereunder will be settled by delivery of one Share for each Unit being settled (together with any cash or Shares resulting from Dividend Equivalents).

          The Units 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 Units, the kind of shares deliverable in settlement of Units, and other terms relating to the Units 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) Units are nontransferable, except as provided in Section 3 of the Terms and Conditions and Section 9.2 of the Plan, (ii) Units are subject to forfeiture upon Employee’s Termination of Employment in certain circumstances and, as specified in Section 4 of the Terms and Conditions, and (iii) sales of shares delivered in settlement of Units 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 Employee has duly executed this Agreement, by which each has agreed to the terms of this Agreement .

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

          The following Terms and Conditions apply to the Units granted to Employee by Broadpoint Gleacher Securities Group, Inc. (the “Company”), and Units (if any) resulting from Dividend Equivalents, as specified in the Restricted Stock Units Agreement (of which these Terms and Conditions form a part) . Certain terms of the Units, including the number of Units granted, vesting date(s) and Settlement Date, are set forth in the Agreement .

          1 . GENERAL . The Units 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 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 Units, Employee 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 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 Units .

          2 . ACCOUNT FOR EMPLOYEE . The Company shall maintain a bookkeeping account for Employee (the “Account”) reflecting the number of Units then credited to Employee hereunder as a result of such grant of Units and any crediting of additional Units to Employee pursuant to payments equivalent to dividends paid on Common Stock under Section 5 hereof (“Dividend Equivalents”) .

          3 . NONTRANSFERABILITY . Until Units are settled in accordance with the terms of this Agreement, Employee may not sell, transfer, assign, pledge, margin or otherwise encumber or dispose of Units 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 9.2 of the Plan .

          4 . TERMINATION PROVISIONS . The following provisions will govern the vesting and forfeiture of the Units in the event of Employee’s Termination of Employment and certain events relating to a Change of Control, in each case, unless otherwise determined by the Committee (subject to Section 8(a) hereof):

          (a) Death or Disability . In the event of Employee’s Termination of Employment due to death or Disability (as defined below), all Units then outstanding, if not previously vested, will immediately vest, and all Units will be settled in accordance with the settlement terms set out in the Agreement, giving effect to any valid deferral election of Employee then in effect .

          (b)  Termination by Employee Without Good Reason or by the Company for Cause . In the event of Employee’s Termination of Employment by Employee without Good Reason (as defined below) or by the Company or any Group Entity for Cause, Restricted Stock Units not vested at the date of Termination will be forfeited .

          (c) Termination by the Company Without Cause . In the event of Employee’s Termination of Employment by the Company or any Group Entity for any reason other than Cause or Disability, Restricted Stock Units not vested at the date of Termination shall not be forfeited, but will continue to vest in accordance with the vesting schedule specified in the Agreement, provided that Employee executes a settlement agreement and release and a restrictive covenant agreement substantially as set forth in Section 8(a) of the Employment Agreement, in accordance with and for a term not to exceed eighteen (18) months as provided by the Incentive Compensation Plan.

          (d) Termination by Employee With Good Reason, other than in connection with a Change of Control . In the event of Employee’s Termination of Employment by Employee for Good Reason other than in connection with a Change of Control, Restricted Stock Units not vested at the date of Termination shall not be forfeited, but will continue to vest in accordance with the vesting schedule specified in the Agreement, provided that Employee executes a settlement agreement and release and a restrictive covenant agreement substantially as set forth in Section 8(a) of the Employment Agreement, in accordance with and for a term not to exceed eighteen (18) months as provided by the Incentive Compensation Plan .

          (e) Termination by Employee for Good Reason in connection with a Change of Control. In the event of Employee’s Termination for Good Reason in the event of a Change of Control occurs and Employee does not continue thereafter as the most senior executive officer of the business of the Company as conducted immediately prior to the Change of Control, (A) all RSUs granted to Employee prior to the termination of his employment shall immediately vest upon termination and (B) RSUs specified in the schedule set forth in Section 3(d) of the Employment Agreement that have not yet been granted to Employee, including without limitation all shares the grant of which is otherwise contingent on achieving Performance Targets (as defined in the Employment Agreement) shall be granted to Employee on the date of his termination and shall immediately vest upon such date.

          (f) Expiration of Employment Period without continued employment of Employee by the Company. In the event Employee’s employment terminates as a result of the expiration of the Employment Period without continued employment by the Company, Restricted Stock Units granted to the Employee prior to the termination of his employment shall continue to vest in accordance with the provisions of the Agreement, provided that Employee agrees to remain a member of the Board of Directors of the Company in good standing and to meet all obligations of a Board member.

          (g) Certain Definitions . The following definitions apply for purposes of this Agreement, whether or not Employee has an employment agreement or other agreement with a Group Entity that contains the same or similar defi