RESTRICTED STOCK AGREEMENT

Exhibit 10.2

RESTRICTED STOCK AGREEMENT

Non-transferable

Grant to:

(“ Grantee ”)

by

TradeStation Group, Inc., a Florida corporation (the “ Company ”),

of

                         shares of its common stock, $0.01 par value,

pursuant to and subject to the provisions of the TradeStation Group, Inc. Amended and Restated Incentive Stock Plan (the “ Plan ”) and to the terms and conditions of this non-transferable Restricted Stock Agreement (this “ Agreement ”), effective as of the      day of              , 200      (the “ Effective Date ”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

RECITALS

WHEREAS, the Company desires to issue to Grantee, as                                          of the Company,                                                                                                                 (              ) shares (the “ Shares ”) of the Company’s common stock, $0.01 par value (“ Common Stock ”); and

WHEREAS, Grantee desires to accept the issuance of the Shares subject to all of the terms and conditions of this Agreement, and is eligible to receive the Shares.

AGREEMENT

NOW, THEREFORE, in consideration of Grantee’s agreement to provide future services to the Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Grantee hereby agree as follows:

1. Grant of Shares . The Company hereby grants the Shares to Grantee, subject to all of the restrictions and the other terms and conditions set forth in the Plan and in this Agreement. Unless sooner vested in accordance with Section 3 hereof, and provided that Grantee is then still employed by the Company on the respective dates indicated below, the restrictions imposed under Section 2 hereof on the Shares will expire and the Restricted Shares (as hereinafter defined) shall vest as to the number of the Restricted Shares as set forth below on each of the respective dates as set forth below:

Upon each of the foregoing dates, the number of Restricted Shares indicated above shall cease to be subject to the restrictions described herein. For the purposes of this Agreement, the term “ vesting ” shall have the effect of converting Restricted Shares into unrestricted Shares.

2. Restrictions . The Shares are subject to each of the restrictions set forth in this Section 2 and “ Restricted Shares ” mean those Shares that are subject to the restrictions imposed hereunder which have not then expired or terminated. Except as provided in Section 12(a) of the Plan, Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered; provided, however, that, notwithstanding the foregoing, Grantee may transfer all or part of the Restricted Shares to one or more trusts for the benefit of Grantee’s immediate family members (which for purposes hereof shall be limited to the Grantee’s children, grandchildren and spouse) or partnerships in which such immediate family members and/or trusts are the only partners; provided that any such transfer of Restricted Shares shall remain subject to all of the restrictions and other terms and conditions hereof and the transferee shall execute any and all documents required by the Company to confirm the foregoing. If Grantee’s employment with the Company terminates for any reason other than as set forth in paragraphs (b) or (c) of Section 3 hereof, then Grantee shall forfeit, without the payment or providing of any consideration or other amounts of any kind whatsoever to Grantee, all of Grantee’s right, title and interest in and to the Restricted Shares as of and after the date of employment termination and such Restricted Shares shall automatically revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section 2 shall apply to all shares of the Company’s Common Stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, business combination or other change in corporate structure directly or indirectly in any way affecting the Common Stock of the Company.

3. Expiration and Termination of Restrictions . The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “ Restricted Period ”):

(a) As to the number of Restricted Shares as and to the extent indicated on the respective dates specified in Section 1 hereinabove; provided, however, that Grantee on those respective dates is then still employed by the Company;

(b) As to all of the unvested Restricted Shares, on the date of termination of Grantee’s employment by reason of death or

2

“ Disability ” or “ Retirement .” For the purposes of this Agreement, “ Disability ” shall mean permanent disability as determined by the Compensation Committee under the Plan, in its sole and absolute discretion, and “ Retirement ” shall mean Grantee’s retirement from employment on or after Grantee’s 65 ^th birthday, provided that Grantee has been employed for at least five (5) years as of the date of Grantee’s retirement; or

(c) As to all of the unvested Restricted Shares, upon the occurrence of a “ Change in Control ” (as such term is defined below). For purposes of this Agreement, “ Change in Control ” shall mean the occurrence of any of the following: (i) any person or entity unaffiliated with the Company is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time), directly or indirectly, of securities of the Company representing more than fifty (50%) of the combined voting power of the Company’s then outstanding securities; (ii) a merger or consolidation of the Company with any other corporation or other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, provided, however, that a merger or consolidation effected to implement a reorganization or recapitalization of the Company (or similar transaction) in which no per