EXHIBIT 4.5
TRADESTATION GROUP, INC.
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Purpose. In connection with Omega Research, Inc., a Florida
corporation ("Omega Research"), becoming a wholly-owned subsidiary of
TradeStation Group, Inc. pursuant to that certain Agreement and Plan of Merger
and Reorganization (the "Agreement") dated as of January 19, 2000 among Omega
Research, xxxxxxxxxxxxxxxx.xxx corp., TradeStation Group, Inc., Omega
Acquisition Corporation and Onlinetrading Acquisition Corporation, TradeStation
Group, Inc., a Florida corporation (the "Company"), (a) assumes from Omega
Research as amended herein and (b) adopts this Nonemployee Director Stock Option
Plan (the "Plan") effective as of the Effective Time (as defined in the
Agreement). The purpose of the Plan is to attract and retain outstanding
individuals to serve as members of the Board of Directors of 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 One Hundred Seventy-Five Thousand
(175,000) 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 issued prior to the Effective Time 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 xxxxxxxxxxxxxxxx.xxx
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"), each Nonemployee Director shall
automatically be awarded an additional nonqualified stock option (the
"Additional Option") to purchase Three Thousand (3,000) Common Shares, provided,
however, that a 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.
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.
(b) 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.
(c) Any option granted under the Plan shall not be
exercised after the earliest to occur of any of the following events:
(i) more than ninety (90) days after termination
of any Nonemployee Director's service as a member of the Board of Directors for
any reason other than death or Retirement (and then only to the extent that such
Nonemployee Director could have exercised such option on the date of
termination);
(ii) more than one hundred eighty (180) days
after a Nonemployee Director's Retirement from the Board of Directors (and then
only to the extent that such Nonemployee Director could have exercised such
option on the date of Retirement, after giving effect to Section 6(b) above);
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(iii) more than twelve (12) months after death of
a Nonemployee Director (and then only to the extent that such Nonemployee
Director could have exercised such option on the date of death, after giving
effect to Section 6(b) above); or
(iv) more than ten (10) years from the date the
option is granted.
7. Method and Time of Exercise: Delivery of Certificates. Any
option granted under the Plan shall be deemed exercised on the date written
notice of exercise is received by the Secretary of the Company at the Company's
corporate headquarters. Such notice shall be accompanied by: (a) a check payable
to the Company for the purchase price of the shares to be purchased; or (b)
delivery of Common Shares owned by the Participant for at least six (6) months
whose Fair Market Value on the date of exercise equals the purchase price of the
shares to be purchased; or (c) any combination of the foregoing.
8. Nontransferability. Any option granted under this Plan shall
not be transferable other than as required by law or by will or the laws of
descent and distribution, and shall be exercisable, during the Participant's
lifetime, only by the Participant or the Participant's guardian or legal
representative. If a Nonemployee Director dies during the option period, any
option granted to such Participant may be exercised by his estate or the person
to whom the option passes by will or the laws of descent and distribution, but
only in accordance with Section 6 above. Notwithstanding the foregoing, an
option shall automatically become transferable to the Participant's "immediate
family members" or trusts or family partnerships for the benefit of such
persons. For purposes of this Section 8, "immediate family members" shall mean
the Participant's spouse and lineal descendants.
9. Other Provisions; Securities Registration. The grant of any
option under the Plan may also be subject to other provisions as counsel to the
Company deems appropriate, including, without limitation, such provisions as may
be appropriate to comply with federal or state securities laws and stock listing
requirements.
10. Definition of Fair Market Value. The term "Fair Market Value"
shall mean, as of any date, the mean between the highest and lowest sale prices
of the Common Shares as reported on the NASDAQ National Market (or such other
consolidated transaction reporting system on which such Common Shares are
primarily traded) on the date immediately preceding the date of grant (or
exercise where applicable), or if such Common Shares were not traded on such
day, then the next preceding day on which the shares were traded, all as
reported by such source as the Board of Directors may determine.
11. Adjustment Provisions. If the Company shall at any time change
the number of issued Common Shares without new consideration to the Company
(such as by stock dividend or stock split), the total number of shares reserved
for issuance under the Plan and the number of shares covered by each outstanding
option and the exercise price thereunder shall be automatically adjusted so that
the aggregate consideration payable to the Company and the value of each option
shall not be changed. If, during the term of any option granted under the Plan,
the Common Shares shall be changed into another kind of stock, securities, cash
or other property, whether as a result of reorganization, sale, merger,
consolidation, or other similar transaction, the Board of Directors shall cause
adequate provision to be made whereby all Participants shall
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thereafter be entitled to receive, upon the due exercise of any outstanding
options, the stock, securities, cash or other property such Participants would
have been entitled to receive immediately prior to the effective date of any
such transaction for Common Shares which could have been acquired through the
exercise of such options.
12. Amendment or Discontinuation of Plan. The Board of Directors
may amend the Plan at any time or suspend or discontinue the Plan at any time,
but no such action shall adversely affect any outstanding option.
13. Governing Law. The Plan and any options granted hereunder
shall be governed and construed in accordance with the laws of the State of
Florida (regardless of the law that might otherwise govern under applicable
Florida principles of conflicts of laws).
14. Shareholder Approval. The Plan was originally adopted by the
Board of Directors of Omega Research and approved by the shareholders of Omega
Research on July 24, 1997. On January 2, 1998, Omega Research's Board of
Directors amended the Plan to increase the number of options that may be awarded
to such individuals upon their initial election to the Board of Directors. The
Plan was then assumed as of the Effective Time by the Company pursuant to the
Agreement and, in connection therewith, the Plan was further amended by the
Company's Board of Directors on December 22, 2000 to be effective as of the
Effective Time, to reflect, among other things, the Company's assumption of the
Plan as of the Effective Time and to provide that all shares issuable after the
Effective Time upon exercise of any options granted under the Plan will be
shares of $.01 par value common stock of the Company. The Plan in the form
hereof was approved by the Company's shareholders on December 22, 2000 to be
effective as of the Effective Time. Accordingly, the Plan represents the
original 1997 Nonemployee Director Stock Option Plan as restated and amended and
as to be in effect as of and after the Effective Time.
