THINKORSWIM GROUP INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT UNDER THE AMENDED AND RESTATED 2004 RESTRICTED STOCK PLAN

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Exhibit 10.17

THINKORSWIM GROUP INC.

FORM OF RESTRICTED STOCK AWARD AGREEMENT
UNDER THE AMENDED AND RESTATED 2004 RESTRICTED STOCK PLAN

        thinkorswim Group Inc., a Delaware corporation (the " Company "), hereby awards and issues to                        (the " Participant "), effective as of XXX, XXX shares (" Restricted Stock ") of the Company's common stock, par value $0.01 per share (the " Common Stock "), pursuant to and in all respects subject to the terms and conditions of the Company's Amended and Restated 2004 Restricted Stock Plan, as amended from time to time (the " Plan "), which is incorporated herein in its entirety by reference. Capitalized terms not otherwise defined in this agreement (this " Agreement ") shall have the meaning given to such terms in the Plan.

        1.      Vesting Schedule .    The shares of the Restricted Stock shall vest as set forth below:

        2.      Transferability .    Shares of Restricted Stock that have not vested may not be sold, assigned, transferred, pledged, or otherwise disposed of under any circumstances during the applicable Restricted Period (as hereinafter defined) unless otherwise provided by the Plan. The Restricted Stock shall not be subject to execution, attachment or similar process during the applicable Restricted Period. Upon any attempt to transfer, assign, pledge, or otherwise dispose of the Restricted Stock during the applicable Restricted Period contrary to the provisions of the Plan or this Agreement, or upon the levy of any attachment or similar process upon the Restricted Stock during the applicable Restricted Period, the Restricted Stock shall immediately be forfeited to the Company and cease to be outstanding. Subject to Sections 4 and 5 hereof, the period beginning on the date hereof through and including the vesting date for any particular shares of Restricted Stock shall be referred to herein as the " Restricted Period " with respect to such shares of Restricted Stock.

        3.      Stock Certificate .    Upon the grant of Restricted Stock hereunder, one or more stock certificates issued in respect of such shares of Restricted Stock shall be registered in the name of the Participant and shall be deposited by the Participant with the Company together with a stock power endorsed in blank. The Company shall provide the Participant with a receipt for such stock certificate acknowledging that the Company is holding such certificate pursuant to the terms of this Agreement. All stock certificates for shares of Restricted Stock during the Restricted Period shall bear the following legend:

"THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE THINKORSWIM GROUP INC. AMENDED AND RESTATED 2004 RESTRICTED STOCK PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THINKORSWIM GROUP INC. A COPY OF SUCH PLAN AND AGREEMENT ARE ON FILE AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY."

        With regard to any shares of Restricted Stock which vest pursuant to Section 1, the Company shall, within 60 days of the date such shares cease to be subject to restrictions, transfer such shares free of all restrictions set forth in this Agreement to the Participant (or his legal representative, beneficiary or heir); provided, however, that such shares shall continue to be subject to the restrictions on transfer imposed under applicable requirements of federal and state securities laws and any stock exchange on which the Common Stock may be listed at the time of such transfer.