BROADPOINT SECURITIES GROUP, INC. RESTRICTED STOCK UNITS AGREEMENT

Exhibit 10.3

BROADPOINT SECURITIES GROUP, INC.

2007 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNITS AGREEMENT

THIS RESTRICTED STOCK UNITS AGREEMENT (the "Agreement") confirms the grant on March 31, 2008 (the "Grant Date") by Broadpoint Securities Group, Inc., a New York corporation (the "Company"), to Xxxxxx Xxxxxx ("Employee") of Restricted Stock Units (the "Units"), including rights to Dividend Equivalents as specified herein, as follows:

Number Granted:   450,000 Units

How Units Vest:   20 % of the Units, if not previously forfeited, will vest on each of the first, second, third, fourth and fifth anniversaries 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 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:   Units that become vested will be settled on the following applicable date (such date being the "Settlement Date"):  (i) Units that become vested on or before the third anniversary of the Grant Date will be settled on the earlier of the date when Employee has a Termination of Employment and the third anniversary of the Grant Date; (ii) Units that become vested after the third anniversary of the Grant Date and on or before the fourth anniversary of the Grant Date will be settled on the fourth anniversary of the Grant Date; and (iii) Units that become vested after the fourth anniversary of the Grant Date and on or before the fifth anniversary of the Grant Date will be settled on the fifth anniversary of the Grant Date.  Notwithstanding the foregoing, if Employee timely elects to defer the settlement of any Unit in accordance with Section 8(a) of the Terms and Conditions, such Unit will be settled in accordance with such election. 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 (i) the terms and conditions of the Company’s 2007 Incentive Compensation Plan (the "Plan") and (ii) 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, following certain Terminations of Employment, failure of Employee to comply with non-competition and related conditions set forth in Section 4(e)(iv) prior to vesting, 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 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.

Employee:                                BROADPOINT SECURITIES GROUP, INC.

       By:     

Xxxxxx Xxxxxx         

TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

The following Terms and Conditions apply to the Units granted to Employee by Broadpoint 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.

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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/or occurrence of a post-termination Forfeiture Event (as defined below), unless otherwise determined by the Committee (subject to Section 9(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)  Retirement or Involuntary Termination by the Company not for Cause.  In the event of Employee's Retirement or an involuntary Termination of Employment by the Company not for Cause, Units not previously vested shall not then be forfeited provided that Employee executes a settlement agreement and release provided to the Employee as soon as practicable following the date of Employee’s Termination of Employment, in such form as may be reasonably requested by the Company, but thereafter such Units that have not vested shall be forfeited if there occurs a Forfeiture Event prior to the earlier of the Stated Vesting Date for such Units or Employee's death.  Upon such a Termination of Employment, the then-outstanding Units that are vested at the date of Termination and that become vested thereafter 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.  The foregoing notwithstanding, any settlement resulting from a Termination of Employment which would be made to a “specified employee” as defined under Code Section 409A shall be made six months after the date of Termination of Employment.

(c)           Termination by Employee for any Reason or by the Company for Cause.  In the event of Employee's Termination of Employment by Employee for any reason (other than due to Retirement) or by the Company for Cause, the portion of the then-outstanding Units not vested at the date of Termination will be forfeited, and the portion of the then-outstanding Units that are vested and non-forfeitable at the date of Termination will be settled on the Settlement Date specified in the Agreement, except that any valid deferral election of Employee shall be given effect.  The foregoing notwithstanding, any settlement resulting from a Termination of Employment which would be made to a “specified employee” as defined under Code Section 409A shall be made six months after the date of Termination of Employment.

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(d)           Termination due to a Change of Control.   Notwithstanding clause 4(c) above, if a Change of Control occurs and if, as a result of such Change of Control, Employee does not continue thereafter as the Chief Financial Officer of the Company and his employment terminates for any reason (other than death or Disability) on five days prior written notice, within 120 days of such Change of Control, Units not previously vested shall not then be forfeited provided that Employee executes a settlement agreement and release provided to the Employee as soon as practicable following the date of Employee’s Termination of Employment in such form as may be reasonably requested by the Company, but thereafter such Units that have not vested shall be forfeited if there occurs a Forfeiture Event pursuant to clauses (B) or (C) of Section 4(e)(iv) prior to the earlier of the Stated Vesting Date for such Units or Employee's death.  Upon such a Termination of Employment, the then-outstanding Units that are vested at the date of Termination and that become vested thereafter 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.  The foregoing notwithstanding, any settlement resulting from a Termination of Employment which would be made to a “specified employee” as defined under Code Section 409A shall be made six months after the date of Termination of Employment,

(e)           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 contain the same or similar defined terms:

(i) "Cause" has the meaning given in the Plan.

(ii) “Change of Control” means a transaction or event, or a series of transactions or events, as a result of which MatlinPatterson Global Opportunities Partners II, L.P. (and/or one or more of its affiliates) shall no longer have the right to elect all the members of the Board.

(iii) "Disability" means “disability” as defined in Code Section 409A.

(iv) A "Forfeiture Event" means and shall be deemed to have occurred if, at any time after the grant of the Units including following Employee's Termination of Employment, Employee shall have failed to comply with any of the following conditions.  Without the consent in writing of the Board, Employee (A) holds the position of Chief Financial Officer for any other broker dealer, financial advisory or financial services firm; (B) directly or indirectly, (x) solicits for employment or hires anyone who was an employee of the Company or any its subsidiaries within the period of 180 days prior to any termination of Employee’s employment or (y) solicits any customer or client of the Company or any of its subsidiaries to transfer its business away from the Company or any of its subsidiaries or to cease doing business with the Company or any of its subsidiaries or (C) otherwise fails to comply with the conditions set forth in Section 7.4(a), (b) and (c) of the Plan.  However, following Termination of Employment, Employee shall be free to purchase stock or other securities of an organization or business so long as it is listed upon a recognized securities exchange or traded over-the-counter and such investment does not represent a greater than five percent equity interest in the organization or business.  The Company and the Employee acknowledge and agree that the Company’s sole and exclusive remedy for a Forfeiture Event pursuant to this Agreement is forfeiture of unvested Units, in accordance with the terms of this Agreement.

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(v) "Group Entity" means either the Company or any of its subsidiaries and affiliates.

 (vi) "Pro Rata Portion" means, for each tranche of Units, a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Employee's Termination of Employment and the denominator of which is the number of days from the Grant Date to the Stated Vesting Date for that tranche.  A "tranche" is that portion of Units that have a unique Stated Vesting Date.

(vii) "Retirement" means a “Retirement” as defined in the Plan which also qualifies as a Termination of Employment.

(viii) "Termination of Employment" means the event by which Employee ceases to be employed by a Group Entity and immediately thereafter is not employed by any other Group Entity and which constitutes a “separation from service” under Code Section 409A and its associated regulations.

5.    DIVIDEND EQUIVALENTS AND ADJUSTMENTS.

(a)           Dividend Equivalents.  Subject to Section 5(d), Dividend Equivalents will be credited on Units (other than Units that, at the relevant record date, previously have been settled or forfeited) and deemed reinvested in additional Units, to the extent and in the manner as follows:

(i)  Cash Dividends.  If the Company declares and pays a dividend or distribution on Shares in the form of cash, then a number of additional Units shall be credited to Employee's Account as of the last day of the calendar quarter in which such dividend or distribution was paid equal to the number of Units credited to the Account as of the record date for such dividend or distribution multiplied by cash amount of the dividend or distribution paid on each outstanding Share at such payment date, divided by the Fair Market Value of a share of Common Stock at the date of such crediting; provided, however, that in the case of an extraordinary cash dividend or distribution the Company may provide for such crediting at the dividend or distribution payment date instead of the last day of the calendar quarter.

(ii)  Stock Dividends and Splits.  If the Company declares and pays a dividend or distribution on Shares in the form of additional Shares, or there occurs a forward split of Shares, then a number of additional Units shall be credited to Employee's Account as of the payment date for such dividend or distribution or forward split equal to the number of Units credited to the Account as of the record date for such dividend or distribution or split multiplied by the number of additional Shares actually paid as a dividend or distribution or issued in such split in respect of each outstanding Share.  

(iii)  Other Dividends.  If the Company declares and pays a dividend or distribution on Shares in the form of property other than additional Shares, then a number of additional Units shall be credited to Employee's Account as of the payment date for such dividend or distribution equal to the number of Units credited to the Account as of the record date for such dividend or distribution multiplied by the Fair Market Value of such property actually paid as a dividend or distribution on each outstanding Share at such payment date, divided by the Fair Market Value of a Share at such payment date.

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(b)           Adjustments.  The number of Units credited to Employee's Account shall be appropriately adjusted, in order to prevent dilution or enlargement of Employee's rights with respect to Units or to reflect any changes in the number of outstanding shares of Common Stock resulting from any event referred to in Section 5.3 of the Plan, taking into account any Units credited to Employee in connection with such event under Section 5(a) hereof.

(c)           Risk of Forfeiture and Settlement of Units Resulting from Dividend Equivalents and Adjustments.  Units which directly or indirectly result from Dividend Equivalents on or adjustments to a Unit granted hereunder and which do not result from a dividend or distribution on Shares in the form of cash, shall be subject to the same risk of forfeiture as applies to the granted Unit and, if not forfeited, will be settled at the same time as the granted Unit.  Units which directly or indirectly result from Dividend Equivalents on or adjustments to a Unit granted hereunder and which result from an ordinary dividend or distribution on Shares in the form of cash, shall not be subject to forfeiture and will be settled at the same time as the granted Unit (or if the granted Unit is forfeited, then at the time the granted Unit would have been settled if it were not forfeited).  Units which directly or indirectly result from Dividend Equivalents on or adjustments to a Unit granted hereunder and which result from an extraordinary dividend or distribution on Shares in the form of cash, shall, unless otherwise determined by the Company at the time of such extraordinary dividend or distribution, be subject to the same risk of forfeiture as applies to the granted Unit and, if not forfeited, will be settled at the same time as the granted Unit.

(d)           Changes to Manner of Crediting Dividend Equivalents.  The provisions of Section 5(a) notwithstanding, the Company may vary the manner and timing of crediting Dividend Equivalents in accordance with Code Section 409A for administrative convenience, including, for example, by crediting cash Dividend Equivalents rather than additional Units.

6.    ADDITIONAL FORFEITURE PROVISIONS NOT APPLICABLE.  The forfeiture conditions set forth in Section 7.4 of the Plan shall not apply to all Units hereunder and to gains realized upon the settlement of the Units, except as specifically stated herein.

7.    EMPLOYEE REPRESENTATIONS AND WARRANTIES AND RELEASE.  As a condition to any non-forfeiture of the Units at or after Termination of Employment and to any settlement of the Units, the Company may require Employee (i) to make any representation or warranty to the Company as may be required under any applicable law or regulation, to make a representation and warranty that no Forfeiture Event has occurred or is contemplated, and that otherwise the requirements of Section 7 above have been met, and (ii) to execute a release of claims against the Company arising before the date of such release, in such form as may be specified by the Company.

8.    OTHER TERMS RELATING TO UNITS.

(a)           Deferral of Settlement; Compliance with Code Section 409A.  Settlement of any Unit, which otherwise would occur at the Settlement Date, will be deferred in certain cases if and to the extent Employee is permitted to participate in the Stock Option Gain and Stock Award Deferral Program or otherwise permitted to defer the Units and Employee makes a valid deferral election relating to the Units.  Deferrals, whether elective or mandatory under the terms of this Agreement, shall comply with requirements under Code Section 409A.  Deferrals

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will be subject to such other restrictions and terms as may be specified by the Company prior to deferral.  It is understood that Code Section 409A and regulations thereunder may require any elective deferral to comply with Section 409A(a)(4)(C).  Other provisions of this Agreement notwithstanding, under U.S.  federal income tax laws and Treasury Regulations (including proposed regulations) as presently in effect or hereafter implemented, any rights of Employee or retained authority of the Company with respect to Units hereunder shall be automatically modified and limited to the extent necessary so that Employee will not be deemed to be in constructive receipt of income relating to the Units prior to the distribution and so that Employee shall not be subject to any penalty under Code Section 409A.

(b)           Fractional Units and Shares.  The number of Units credited to Employee's Account shall include fractional Units calculated to at least three decimal places, unless otherwise determined by the Committee.  Unless settlement is effected through a broker or agent that can accommodate fractional shares (without requiring issuance of a fractional share by the Company), upon settlement of the Units Employee shall be paid, in cash, an amount equal to the value of any fractional share that would have otherwise been deliverable in settlement of such Units.

(c)           Tax Withholding.  Employee shall make arrangements satisfactory to the Company, or, in the absence of such arrangements, a Group Entity may deduct from any payment to be made to Employee any amount necessary, to satisfy requirements of federal, state, local, or foreign tax law to withhold taxes or other amounts with respect to the lapse of the risk of forfeiture (including FICA due upon such lapse) or the settlement of the Units.  Unless Employee has made separate arrangements satisfactory to the Company, the Company may elect to withhold shares deliverable in settlement of the Units having a fair market value (as determined by the Committee) equal to the amount of such tax liability required to be withheld in connection with the settlement of the Units, but the Company shall not be obligated to withhold such Shares.

(d)           Statements.  An individual statement of Employee's Account will be issued to Employee at such times as may be determined by the Company.  Such a statement shall reflect the number of Units credited to Employee's Account, transactions therein during the period covered by the statement, and other information deemed relevant by the Committee.  Such a statement may be combined with or include information regarding other plans and compensatory arrangements for employees.  Employee's statements shall be deemed a part of this Agreement, and shall evidence the Company's obligations in respect of Units, including the number of Units credited as a result of Dividend Equivalents (if any).  Any statement containing an error shall not, however, represent a binding obligation to the extent of such error, notwithstanding the inclusion of such statement as part of this Agreement.

9.    MISCELLANEOUS.

(a)           Binding Agreement; Written Amendments.  This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties.  This Agreement, the Plan, any deferral election separately filed with the Company relating to the grant of Units under the Agreement and the letter agreement between the Company and the Employee dated as of March [ ], 2008, constitute the entire agreement between the parties with respect to the Units, and supersede any prior agreements or documents with respect thereto.  No amendment,

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alteration, suspension, discontinuation, or termination of this Agreement which may impose any additional obligation upon the Company or materially impair the rights of Employee with respect to the Units shall be valid unless in each instance such amendment, alteration, suspension, discontinuation, or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and by Employee.

(b)           No Promise of Employment.  The Units and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an officer or employee of the Company for any period of time, or at any particular rate of compensation.

(c)           Unfunded Plan.  Any provision for distribution in settlement of Employee's Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Employee or any Beneficiary any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Employee.  With respect to any entitlement of Employee or any Beneficiary to any distribution hereunder, Employee or such Beneficiary shall be a general creditor of the Company.

(d)           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.

(e)           Legal Compliance.  Employee agrees to take any action the Company reasonably deems necessary in order to comply with federal and state laws, or the rules and regulations of the NASDAQ Global Market or any other stock exchange, or any other obligation of the Company or Employee relating to the Units or this Agreement.

(f)           Notices.  Any notice to be given the Company under this Agreement shall be addressed to the Company at Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Secretary, and any notice to the Employee shall be addressed to the Employee at Employee's address as then appearing in the records of the Company.

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