2007 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNITS AGREEMENT

BROADPOINT GLEACHER SECURITIES GROUP, INC.

2007 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNITS AGREEMENT

THIS RESTRICTED STOCK UNITS AGREEMENT (the “Agreement”) confirms the grant on August 21, 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:

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.   If there is any conflict between the provisions of the Agreement and this Terms and Conditions and the Employment Agreement, 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, forfeiture and settlement of the Units that are not vested as of immediately prior to Employee’s Termination of Employment, in each case, unless otherwise determined by the Committee and subject to any delay provided for in Section 8(a) hereof:

(a)            Death or Disability .   In the event of (i) Employee’s Termination of Employment due to death or (ii) Employee’s 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, Units not vested at the date of Termination of Employment will be forfeited.  For the avoidance of doubt, Employee’s Termination of Employment under the circumstances set forth in Section 5(a) of the Employment Agreement (as such Section 5(a) is in effect as of the Grant Date) shall be deemed a Termination of Employment by Employee without Good Reason (and shall not be considered a Termination of Employment by the Company or any Group Entity without Cause) for all purposes of this Agreement and these Terms and Conditions.

(c)            Termination by the Company Without Cause, other than in connection with a Change of Control .   In the event of Employee's Termination of Employment by the Company or any Group Entity for any reason other than Cause, death or Disability, which Termination of Employment occurs prior to a Change of Control or more than two years following a Change of Control, Units not vested at the date of Termination of Employment shall not be forfeited, but will continue to vest and be settled in accordance with the vesting and settlement schedules 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 which occurs prior to a Change of Control or more than two years following a Change of Control, Units not vested at the date of Termination of Employment shall not be forfeited, but will continue to vest and be settled in accordance with the vesting and settlement schedules 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 the Company without Cause or by the Employee for Good Reason in connection with a Change of Control .  In the event of Employee’s Termination of Employment (i) by the Company or any Group Entity for any reason other than Cause, death or Disability or (ii) by Employee for Good Reason, in each case, during the two-year period following a Change of Control which constitutes a “change in control event” within the meaning of Code Section 409A (a “409A Change of Control”), all Units not vested as of the date of Termination of Employment will immediately vest in full as of the date of Termination of Employment and will be settled in acc