Exhibit 10.3
FCSTONE GROUP,
INC.
NONQUALIFIED DEFERRED
COMPENSATION PLAN
For fiscal year 2008, the
Compensation Committee (“Committee”) of FCStone Group,
Inc. (the “Company”) adopted an Executive Long Term
Incentive Plan (“LTIP”) to reward key employees for
contributions made to the profitability and overall improvement of
the Company’s business operations. Awards under the LTIP for
fiscal year 2008 were to be based on after-tax return on equity
(“ROE”) targets. Based upon the Company’s
performance, the Chief Executive Officer and Chief Financial
Officer earned awards under the LTIP for fiscal year 2008 of
$1,967,083.18 and $501,072.40, respectively. Awards under the LTIP
are payable in the form of restricted shares of common stock and
stock options. The number of shares subject to such awards is
determined based upon the value of such stock and options at the
date of grant. Due to the significant decrease in the market value
of the Company’s common stock, the number of shares which
would be subject to awards under the LTIP for fiscal year 2008
would exceed the number of shares currently available under the
Company’s 2006 Equity Incentive Plan. To address this issue,
the Committee has adopted this Nonqualified Deferred Compensation
Plan (the “Plan”) to provide the participants in the
LTIP with a cash-based alternative payout. Subject to the approval
by the LTIP participants, the LTIP for fiscal year 2008 is
terminated, and replaced by this Plan. The Plan shall be
administered by a committee (the “Committee”) appointed
by the Board of Directors of the Company.
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II.
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PARTICIPATION AND PRINCIPAL AMOUNT OF BONUS
PAYMENTS
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The following individuals (each, an
“Executive”) shall participate in the Plan and shall be
eligible to receive the following Principal Amounts, subject to the
conditions herein.
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PRINCIPAL
AMOUNT
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Pete Anderson
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$
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1,967,083.18
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Bill Dunaway
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$
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501,072.40
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III.
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FORM OF
BONUS PAYMENTS
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The Principal Amount, plus earnings
on the Principal Amount, shall be paid to the respective Executive
in four installments as specified in the Payment Schedule below,
subject to the following conditions.
In order to receive his installment
on any Payment Date set forth in the Payment Schedule, the
Executive must either (1) be employed by the Company on the
Payment Date or
(2) have received a vested right to the Payment
Amounts under the Plan, which shall be determined in accordance
with the E
