Exhibit 10.1
FORM OF EXECUTIVE
STOCK OPTION AGREEMENT
Agreement, effective as of the
day of
,
(the “Date of
Grant”) between TradeStation Group, Inc., a Florida
corporation (the “Company”), and [name of executive]
(“Optionee”).
1. Grant of Options
The Company grants to Optionee, on
the terms and conditions set forth below and subject to the terms
and conditions of the TradeStation Group, Inc. Incentive Stock Plan
(the “Plan”), options (the “Options”) to
purchase up to shares
(individually a “Share” and collectively the
“Shares”) of TradeStation Group, Inc. common stock (the
“Common Stock”), par value $.01 per share, for a price
of $ per Share (the “Option
Price”), subject to adjustment as provided in
Paragraph 3 below. All of the Options have been, and hereby
are, designated as Incentive Stock Options (as defined in the
Plan).
2. Terms and Conditions of
Options
(a) Term of Options
Subject to the limitations set forth
in this Agreement (including, without limitation, subparagraph
(c) below), the Options, to the extent vested pursuant to
subparagraph (g) below, may be exercised by Optionee in whole
or in part from time to time during the period beginning on the
date of this Agreement and ending on the tenth anniversary of the
Date of Grant. In no event shall any of the Options granted under
this Agreement be exercisable upon or after the expiration of 10
years from the Date of Grant.
(b) Non-transferability of
Options
The Options shall not be
transferable by Optionee other than by will or by the laws of
descent and distribution and may be exercised during
Optionee’s lifetime only by Optionee. If any Options are
exercised after Optionee’s death, the Company may require
evidence reasonably satisfactory to it of the appointment and
qualification of Optionee’s personal representatives and
their authority and of the right of any heir or distributee to
exercise such Options.
(c) Termination of
Employment
If Optionee’s employment with
the Company terminates for any reason, Optionee shall have the
right to exercise the then unexercised portion of the Options which
have vested as of the date of termination of employment within the
applicable time period following termination, if any, as described
below. Upon the expiration of the applicable time period, if any,
all of the Options then unexercised, whether or not vested, shall
automatically and without notice terminate and become null and
void. Such time periods (if any), and the circumstances of
termination under which they respectively apply, are as
follows:
(i) In the event that Optionee
resigns or Optionee’s employment is terminated by the Company
(other than a termination described in subparagraph (ii),
(iii) or (iv) below), the Options then vested in
accordance with subparagraph (g) may be exercised, subject to
subparagraph (v) below, during the period commencing on the
date of resignation or termination of employment and ending on the
90th consecutive day thereafter; provided that, if Optionee shall
die during such 90-day period, Optionee’s right to exercise
the unexercised portion of the Options vested at the date of
resignation or termination of employment shall be determined under
the provisions of subparagraph (iii) below; and provided
further, that, if Optionee is, at the time of such resignation or
termination, a director of the Company or an officer of the Company
subject to liability under Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules promulgated
thereunder, such period shall be the period commencing on the date
of resignation or termination and ending on the first anniversary
thereof.
(ii) In the event that
Optionee’s employment is terminated by the Company due solely
to Optionee’s permanent disability, the Options then vested
in accordance with subparagraph (g) may be exercised, subject
to subparagraph (v) below, during the period commencing on the
date of termination of employment and ending on the first
anniversary thereof.
(iii) In the event of
Optionee’s death either during Optionee’s employment by
the Company or during the 90-day period following the date of
Optionee’s resignation or termination of such employment by
the Company pursuant to subparagraph (c)(i), the Options then
vested in accordance with subparagraph (g) may be exercised,
subject to subparagraph (v) below, during the period
commencing on the date of Optionee’s death and ending on the
first anniversary thereof.
(iv) In the event of
termination of Optionee’s employment for cause (as defined
below), all Options, vested and unvested, shall expire at the date
and time of termination of Optionee’s employment by the
Company for cause. For purposes hereof, “cause” means
the following acts or conduct on the part of Optionee: fraud upon
the Company; dishonesty or gross neglect the effect of which is, or
is likely to be, materially adverse to the Company, its business or
reputation; commission of a felony; abandonment of duties; wilful
acts or omissions resulting in material governmental sanctions
against Optionee or the Company (unless such acts or omissions were
authorized by, or taken or made with the knowledge of, the
Company’s Co-CEO’s (or either of them), President or
Board of Directors); a wilful breach by Optionee of any of
Optionee’s nondisclosure, noncompetition or other covenants
or obligations set forth in the Agreement Regarding Non-Disclosure,
Covenant-Not-To-Compete and Ownership of Work Product (the
“Covenant Agreement”) previously entered into by and
between Optionee and the Company; or a breach by Optionee (other
than a wilful breach) of any of Optionee’s nondisclosure,
noncompetition or other covenants or obligations set forth in the
Covenant Agreement which is not cured within 30 days after
Optionee receives notice thereof.
(v) Notwithstanding any of the
foregoing to the contrary, in the event that following a
termination of Optionee’s employment for a reason other than
cause the Company discovers (and the Committee (as defined in the
Plan) determines) that acts or conduct on the part of Optionee have
occurred constituting cause, the provisions of subparagraph
(iv) above shall then automatically apply and Optionee shall
have no right to exercise any then unexercised Options, even if
vested. For purposes of this paragraph, Options shall not be deemed
exercised until a share certificate for the Shares relating to the
Options exercised has been issued and delivered to Optionee. The
Company shall notify Optionee promptly in the event that it
discovers a cause event after termination of employment and the
Committee (as defined in the Plan) has determined that subparagraph
(iv) above shall apply, but giving such notice is not a
condition to the Company’s right to exercise its rights under
this paragraph.
Neither this Agreement nor any Option
granted hereunde
