Exhibit 10.1
FCSTONE GROUP,
INC.
2006 EQUITY INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
(Employee)
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Date of Grant:
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, 2006
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Number of Shares to
Which Option Relates:
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Option Price per Share:
(Representing 100% of the Fair
Market Value on the Date of Grant)
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$
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THIS NONQUALIFIED STOCK OPTION
AGREEMENT (this “Option Agreement”) is entered on
, 20 , by and between FCSTONE
GROUP, INC., an Iowa corporation (the “Company”), and
, an individual residing in the State of
(the “Option
Holder”).
RECITALS:
1. Effective May 2, 2006, the
Company established the FCStone Group, Inc. 2006 Equity Incentive
Plan (the “Plan”) under which the Company may grant to
Participants options for shares of the Company’s common
stock.
2. The Option Holder is an employee
of the Company and an eligible Participant under the Plan, and the
Company desires to encourage Option Holder to own Shares and to
give Option Holder added incentive to advance the interests of the
Company. Accordingly, the Company desires to grant the Option
Holder a Stock Option to purchase Shares of Stock of the Company
under the terms and conditions reflected in this Option Agreement
and as otherwise established by the Committee.
AGREEMENT:
In consideration of the mutual
premises and covenants contained herein and other good and valuable
consideration paid by the Option Holder to the Company, Option
Holder and the Company agree as follows:
1. Incorporation of
Plan
All provisions of this Option
Agreement and the rights of the Option Holder hereunder are subject
in all respects to the provisions of the Plan and the powers of the
Committee therein provided. Capitalized terms used in this Option
Agreement but not defined shall have the meaning set forth in the
Plan.
2. Grant of Nonqualified Stock
Option
As of the Date of Grant identified
above, the Company grants to Option Holder, subject to the terms
and conditions set forth herein and in the Plan, the right,
privilege and option (the “Option”) to purchase that
number of Shares of Stock identified above opposite the heading
“Number of Shares to Which Option Relates” (the
“Option Shares”), at the per Share price specified
above opposite the heading “Option Price per
Share”.
3. Exercisability of
Option
During the Option Holder’s
lifetime, this Option may be exercised only by the Option Holder,
or in the event of Disability or incapacity, by Option
Holder’s guardian or legal representative. This Option,
except as specifically provided elsewhere under the terms of the
Plan, shall be fully exercisable as of the Date of
Grant.
4. Method of
Exercise
Provided this Option has not
expired, been terminated or cancelled in accordance with the terms
of the Plan, this Option may be exercised in whole or in part, from
time to time by delivery to the Company or its designee a written
notice in substantially the same form as the Notice of Exercise
attached hereto which shall:
4.1. set forth the number of Shares
with respect to which the Option is to be exercised (such number
must be in a minimum amount of 10 Shares);
4.2. if the person exercising this
Option is not the Option Holder, be accompanied by satisfactory
evidence of such person’s right to exercise this Option;
and
4.3. be accompanied by payment in
full of the Option Price in the form of cash, or a certified bank
check made payable to the order of the Company.
5. Expiration of
Option
Unless terminated earlier in
accordance with the terms of this Option Agreement or the Plan, the
Option granted herein shall expire at 5:00 P.M., Central Standard
Time, on the 10th Anniversary of the Date of Grant (the
“Expiration Date”). If the Expiration Date is not a
business day, then the Option granted herein shall expire, unless
earlier terminated in accordance with the terms of this Option
Agreement or the Plan, at 5:00 P.M., Central Standard Time, on the
first business day before such Expiration Date.
2
6. Effect of Separation from
Service
6.1. If the Option Holder ceases to
be an employee of the Company for any reason, including termination
by the Company with or without Cause, voluntary resignation,
retirement, death, or Disability, the effect of such termination on
all or any portion of this Option is as provided below.
Notwithstanding anything below to the contrary, (i) in no
event may the Option be exercised after the Expiration Date, and
(ii) in no event may the Option Period be extended by the
Company except if such extension does not extend the below Option
Period beyond the later of (i) the fifteenth (15th) day
of the third month following the original Option Period expiration
date, or (ii) December 31 of the calendar containing the
original Option Period expiration date.
6.2. If the Option Holder ceases to
be an employee within the Option Period for Cause, the Option shall
thereafter be void for all purposes upon such Option Holder’s
cessation from employment. The effect of this Section 6.2
shall be limited to determining the conditions under which an
Option may be rendered null and void, and nothing in this
Section 6.2 shall restrict or otherwise interfere with the
Company’s discretion with respect to the termination of any
employee’s relationship with the Company.
6.3. Except as provided in
Section 6.4 below, if the Option Holder ceases to be an
employee due to the Option Holder’s voluntary resignation or
termination of the Option Holder’s employment without Cause,
the Option may be exercised by the Option Holder at any time prior
to 5:00 P.M., Central Standard Time, on the ninetieth (90
th
) calendar day
following the last date of the Option Holder’s employment. If
such ninetieth (90 th ) day shall not be a business
day, then the Option shall expire at 5:00 P.M., Central Standard
Time, on the first (1st) business day immediately following
such ninetieth (90 th ) day.
6.4. If the Option Holder ceases to
be an employee due to the Option Holder’s voluntary
resignation or termination of the Option Holder’s employment
without Cause and as a result of reti
