Exhibit 10.1
TRADESTATION GROUP,
INC.
AMENDED AND
RESTATED
NONEMPLOYEE DIRECTOR STOCK
OPTION PLAN
1. Purpose . The
purpose of the Plan is to attract and retain outstanding
individuals to serve as members of the Board of Directors of
TradeStation Group, Inc. (the “Company”) by providing
such persons opportunities to acquire common stock, $.01 par value,
of the Company (“Common Shares”), thereby strengthening
the mutuality of interest between such persons and the
Company’s shareholders.
2. Shares Reserved under the
Plan . There is hereby reserved for issuance under the Plan
an aggregate of Seven Hundred Thousand (700,000) Common
Shares, which shall be authorized but unissued shares, reduced by
an aggregate amount of shares of common stock, $.01 par value, of
Omega Research, Inc., the predecessor of the Company (“Omega
Research”), issued by Omega Research prior to
December 29, 2000 pursuant to the exercise of options granted
under the Plan. If there is a lapse, expiration, termination or
cancellation of any option granted under the Plan by the Company or
Omega Research, all unissued shares subject to or reserved for such
option may again be used for new options granted under the
Plan.
3. Participation .
Participation in the Plan is limited to members of the Board of
Directors who are not salaried officers or employees of the Company
or any of its direct or indirect subsidiaries (a “Nonemployee
Director” or “Participant”).
4. Options to be Granted under
the Plan . Effective on or about the date of a Nonemployee
Director’s initial election to the Board of Directors (which
initial election shall be deemed to have occurred when elected by
the Board of Directors of either the Company, Omega Research or
onlinetradinginc.com corp.), each Nonemployee Director may be
awarded nonqualified stock options to purchase up to a maximum of
Seventy-Five Thousand (75,000) Common Shares (the
“Initial Option”). The actual number of stock options
awarded to each Nonemployee Director comprising the Initial Option
shall be determined by the Board of Directors as it deems necessary
or advisable and in the best interests of the Company in order to
attract and obtain outstanding and highly qualified candidates to
serve on the Company’s Board of Directors. Upon each
re-election of such Nonemployee Director to the Board of Directors
at the Company’s annual meeting of shareholders
(“Annual Meeting”) commencing with the Annual Meeting
held on June 18, 2001, each Nonemployee Director shall
automatically be awarded an additional nonqualified stock option
(the “Additional Option”) to purchase Seven Thousand
(7,000) Common Shares, provided, however, that, unless the
Nonemployee Director has been elected as a director at the
Company’s previously-held, regularly-scheduled Annual Meeting
(in which case the following exception is not intended to, and
shall not, apply), such Nonemployee Director shall not be granted
such Additional Option upon such re-election if such Nonemployee
Director was granted an Initial Option in the immediately preceding
twelve (12)-month period upon his or her initial election to the
Board of Directors in accordance with this Section 4. The
Company is authorized to provide the Participant with a stock
option agreement consistent with the terms of the Plan.
5. Option Exercise
Price . Each option granted under the Plan shall be
exercisable at an option price equal to 100% of the Fair Market
Value (as defined in Section 10 hereof) of the Common Shares
on the date of grant hereunder.
1
6. Limitations on
Exercise . Any option granted under the Plan may be
exercised (in accordance with Section 7 hereof) in whole or in
part, from time to time after the date granted, subject to the
following limitations:
(a) No option granted hereunder may
be exercised during the first year following the date such option
was granted. Thereafter, each option may be exercised:
(i) to a maximum cumulative extent
of one-third ( 1 / 3
) of the total shares covered
by the option on or after the first anniversary of the date the
option was granted;
(ii) to a maximum cumulative extent
of two-thirds ( 2 / 3
) of the total shares covered
by the option on or after the second anniversary of the date the
option was granted; and
(iii) to a maximum cumulative extent
of 100% of the total shares covered by the option on or after the
third anniversary of the date the option was granted.
Notwithstanding the limitations of
Section 6(a) above, any option granted under the Plan shall
become fully exercisable upon the death of the Nonemployee Director
while serving on the Board of Directors or upon the Retirement (as
hereinafter defined in this Section 6(b)) of the Nonemployee
Director if such death or Retirement occurs on or after the first
anniversary of the date such option was issued. For these purposes,
“Retirement” means a Nonemployee Director’s
termination of service as a member of the Board of Directors after
age 70 or at any time with the consent of the Board of Directors.
Further, notwithstanding the limitations of Section 6(a)
above, any option granted under the Plan shall become fully
exercisable upon a Change in Control. For these purposes, a
“Change in Control” means the occurrence of any of the
following: (A) any person or entity unaffiliated with the
Company is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Securities Act of 1933, as
amended), 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;
(B) 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 person or entity acquires more than fifty (50%) of the
combined voting power of the Company’s then outstanding
securities shall not constitute a Change in Control of the Company;
or (C) the consummation of the
