Non-compete And Non-solicit Agreement

Non-Compete and Non-Solicit Agreement



FOR GOOD AND VALUABLE CONSIDERATION, including an award of Restricted Stock Units under the Broadpoint Securities Group, Inc. 2007 Incentive Compensation Plan, hereby acknowledged, Broadpoint Securities Group, Inc. and its subsidiaries ("Broadpoint") and its employee who is a signatory hereto (the " Key Employee") (Broadpoint and the Key Employee being referred to, collectively, as the "Parties") agree as follows:



1. Non-Compete Covenant . Until twelve months following the commencement of Key Employee's employment and at all times during the Key Employee ?s employment by Broadpoint, the Key Employee agrees not to hold the position of Chief Financial Officer for any other broker dealer, financial advisory or financial services firm. The Key Employee may own, solely as a passive investment, securities of any entity traded on any national securities exchange if the Key Employee is not a controlling person of (nor owns individually or as a member of a group, 5% or more of) such entity.



2. Non-Solicit Covenants . At all times during the Key Employee's employment by Broadpoint, and until twelve months after the termination of the Key Employee's employment for any reason, Key Employee shall not, directly or indirectly, (A) solicit for employment or hire anyone who was an employee of Broadpoint within the period of 180 days prior to any termination of the Key Employee's termination or (B) solicit any customer or client of Broadpoint to transfer its business away from Broadpoint or to cease doing business with Broadpoint.



3. Inapplicability of Non-Compete Covenant in Certain Circumstances . The foregoing Non-Compete Covenant shall not apply to the Key Employee following (A) any termination of his employment by Broadpoint without "Cause" (as defined herein) or (B) any termination of his employment in the event of a " Change of Control" (as herein defined) if, as a result of such Change of Control, Key Employee does not continue thereafter as the Chief Financial Officer of the Company and Key Employee's employment terminates for any reason within 120 days of such Change of Control. For purposes of this agreement, " Cause" is defined as (i) the Key Employee's conviction of, or plea of guilty or "no contest" to, any felony; (ii) Key Employee's conviction of, or plea of guilty or "no contest" to, a violation of criminal law involving Broadpoint and ...