Exhibit 10.2
FCSTONE GROUP,
INC.
2006 EQUITY INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
(Non-Employee
Director)
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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 a
non-employee director 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.
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6. Effect of Separation from
Service
6.1 If the Option Holder ceases to
be a member of the Board of Directors of the Company for any
reason, including voluntary resignation, 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 a member of the Board of Directors within the Option Period for
Cause, the Option shall thereafter be void for all purposes upon
such Option Holder’s cessation as a member of the Board of
Directors. 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 term of office of the Option Holder
on the Board of Directors of the Company.
6.3 Except as provided in
Section 6.4 below, if the Option Holder ceases to be a member
of the Board of Directors due to the Option Holder’s
voluntary resignation before expiration of the Option
Holder’s term as a member of the Board of Directors, 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 Option Holder’s cessation as a member of the
Board of Directors. 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 a member of the Board of Directors due to the
