##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K/A
 Amendment No.1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 001-32419
 optionsXpress Holdings, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    20-1444525(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)311 W. Monroe St., Suite 1000
    
    (312) 630-3300Chicago, Illinois 60606
    
    (Registrants Telephone Number,(Address of Principal Executive Offices,
    
    Including Area Code)including Zip Code)
 Securities Registered Pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which
RegisteredCommon Stock  $0.0001 par value
    
    The NASDAQ Stock Market LLC
 Securities Registered Pursuant to Section 12(g) of the Act:
None
 Yes o No þ
 Yes o No þ
 þ o
 þ o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE: None




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##### 



TABLE OF CONTENTS
 PART IIIITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    4ITEM 11. EXECUTIVE COMPENSATION
    
    10ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    23ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
    
    25ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    26SIGNATURES
    
    

    28EX-31.3 SECTION 302 CERTIFICATION OF THE CEOEX-31.4 SECTION 302 CERTIFICATION OF THE CFO
   2




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EXPLANATORY NOTE
   3




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   Class I Directors Whose Terms Continue Until the 2012 Annual Meeting
 Howard L. Draft
    Bruce R. Evans
    Class II Directors Whose Terms Continue Until the 2013 Annual Meeting
 David A. Fisher
    4




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Michael J. Soenen
    S. Scott Wald
    Class III Directors Whose Terms Continue Until the 2011 Annual Meeting
 James A. Gray
    Ned W. Bennett
    5




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Steven L. Fradkin
    BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
 Number of Meetings of the Board of Directors
  Attendance at Annual Meetings of the Stockholders
  Board Leadership and Risk Oversight
    6




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Executive Sessions
  Communications between Stockholders and the Board
   Committees of the Board of Directors
 www.optionsXpress.com/investor.
 Audit Committee.
  Compensation Committee.
 Nominating and Corporate Governance Committee.
  7




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Corporate Governance Guidelines
 www.optionsxpress.com/investor.
 Code of Business Conduct and Ethics
 www.optionsxpress.com/investor.
  8




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EXECUTIVE OFFICERS
  Name and Age
    
    Position
    
    BackgroundDavid A. Fisher, 42
    
    Chief Executive Officer
    
    Mr. Fisher has
served as our Chief
Executive Officer
since October 2007
and as our
President since
March 2007. Prior
to that Mr. Fisher
served as our Chief
Financial Officer
beginning in August
2004. From March
2001 to July 2004,
Mr. Fisher served
as Chief Financial
Officer of Potbelly
Sandwich Works, a
national quick
service restaurant
chain. Prior to
that, Mr. Fisher
served as Chief
Financial Officer
and Secretary of
Prism Financial
Corporation, a
publicly-traded,
nationwide consumer
financial services
company, from
August 1997 to
February 2001. Mr.
Fisher currently
serves as an
Off-Floor
(industry) Director
of CBOE Holdings,
Inc. and the
Chicago Board
Options Exchange.
Mr. Fisher is a
member of the
Illinois Bar.Adam J. DeWitt, 38
    
    Chief Financial Officer
    
    Mr. DeWitt has
served as our Chief
Financial Officer
since March 2007.
Previously, Mr.
DeWitt held the
position of Vice
President of
Finance where he
managed financial
reporting,
budgeting, investor
relations and
corporate
development. Prior
to joining us in
March 2005, he held
a similar position
at JPMorgan Chase
from December 2001.
Mr. DeWitt
currently serves as
a member of the
Board of Directors
of the Joffrey
Ballet.Ned W. Bennett, 68
    
    Executive Vice Chairman
    
    Mr. Bennett has
served as our
Executive Vice
Chairman since
March 2007. Mr.
Bennett was our
Chief Operating
Officer from our
inception to March
2007 and has been
Chief Executive
Officer of
optionsXpress, Inc.
since August 2000.
Mr. Bennett has
served as a member
of our Board since
our inception. From
July 1997 to May
1999, Mr. Bennett
served in various
positions at
Dreyfus Brokerage
Services, Inc.
(Pacific Brokerage
Services),
including Chief
Operating Officer.
Mr. Bennett served
as the Chief
Executive Officer
and Chief Operating
Officer of ED&F Man
International
Services Inc. from
December 1994 to
July 1997 and
served as President
and Chief Executive
Officer of
Geldermann
Securities, a
ConAgra company,
from November 1987
to December 1994,
when the firm was
purchased by ED&F
Man International
Inc.Peter J. Bottini, 41
    
    Executive Vice President
Trading and Customer
Service
    
    Mr. Bottini has
served as our
Executive Vice
President Trading
and Customer
Service since he
joined the Company
in August 2002.
From March 2000, he
ran the designated
primary market
maker function at
G-Bar Limited
Partnership. From
April 1993, Mr.
Bottini was a
market maker on the
floor of the
Chicago Board of
Options Exchange.
Mr. Bottini serves
on the Securities
Industry and
Financial Markets
Association Options
Committee.Kirk L.F. Chartier, 47
    
    Chief Marketing Officer
    
    Mr. Chartier was
appointed Chief
Marketing Officer
in January 2010.
Mr. Chartier has
over 20 years of
international
leadership
experience ranging
from start-ups to
Fortune 500
companies and the
United States
Marine Corps. Prior
to joining
optionsXpress, Mr.
Chartier was a
partner with the
Zyman Group, a blue
chip marketing and
business strategy
consulting company,
where he helped
develop and manage
leading brands like
Dell, Blockbuster,
Wachovia, EDS, AOL
and Safeco. Prior
to the Zyman Group,
Mr. Chartier held
senior management
positions at market
leaders such as
General Electric,
Goodman & Company
and Answerthink,
Inc.Thomas E. Stern, 65
    
    Chief Administrative Officer
    
    Mr. Stern has
served as our Chief
Administrative
Officer since
inception and has
served as Chief
Financial Officer
of optionsXpress,
Inc. since December
2001. Mr. Stern
also serves as
Chief Financial
Officer of
brokersXpress LLC.
Prior to that, he
served as President
and Chief Operating
Officer of EZ
Stocks, Inc., a
NASD member firm,
from February 2000
to November 2001
and as Senior
Managing Director
of Regal Discount
Securities from
January 1999 to
January 2000.
  9




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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Introduction
  Compensation-related Governance and Role of the Compensation Committee
 Committee Membership and Charter. www.optionsXpress.com/investor
 Role of Executives in Committee Meetings.
 Role of Compensation Consultants.
 Timing of Equity Incentive Grants.
  10




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Stock Ownership Policy
   Minimum Ownership Requirements(Lesser of 2)Title
    
    Number of Shares
    
    
    Multiple of Base SalaryChief Executive Officer
    
    
    50,000
    
    
    
    3
    xPresident
    
    
    20,000
    
    
    
    2
    xExecutive Vice Chairman
    
    
    20,000
    
    
    
    2
    xChief Financial Officer
    
    
    20,000
    
    
    
    2
    xExecutive Vice President with Base Salary >$150,000
    
    
    5,000
    
    
    
    1
    xExecutive Vice President with Base Salary <$150,000
    
    
    3,000
    
    
    
    1
    x
  
    
    common stock owned (or beneficially owned) by the executive, including shares acquired
upon exercise of stock options or acquired through optionsXpress Employee Stock Purchase
Plan; and
    
    time vesting deferred shares, whether vested or not.
    
    Unexercised and/or unvested stock options are not counted towards satisfaction of stock
ownership requirements.
   Compensation Philosophy and Objectives
   11




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
    
    attracting and retaining individuals critical to the long-term success of optionsXpress;
    
    rewarding the achievement of our strategic initiatives and short- and long-term goals;
    
    compensation should appropriately reflect differences in position and responsibility;
    
    a substantial portion of total compensation should be contingent on, and variable with,
companywide, departmental and individual performance;
    
    compensation should be reasonable; and
    
    the compensation program should be understandable and transparent.
 Compensation Factors
 General.
 Corporate Performance.
 Benchmarking.
   12




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Individual Performance.
 Elements of Executive Compensation.
  Base Salary.
 
    
    the compensation philosophy and guiding principles described above;
    
    the base salary paid to the officers at companies in the peer group described above
(although, as more fully described above, the Compensation Committee does not target
compensation to any particular data point or percentile);
    
    the overall professional experience, background and industry knowledge of the NEO and the
quality of the NEOs performance and effectiveness of his or her leadership at
optionsXpress; and
    
    all of the components of executive compensation, including base salary, bonus, stock
options and deferred share awards, and benefits.
 2011
    
    
    2010
    
    
    2011Executive
    
    Position
    
    2009 Rate
    
    
    2010 Rate
    
    
    Projected Rate
    
    
    % Increase
    
    
    % IncreaseDavid A. Fisher
    
    Chief Executive Officer
    
    $
    500,000
    
    
    $
    500,000
    
    
    $
    530,000
    
    
    
    0
    %
    
    
    6
    %Adam J. DeWitt
    
    Chief Financial Officer
    
    $
    260,000
    
    
    $
    275,000
    
    
    $
    287,500
    
    
    
    6
    %
    
    
    5
    %Ned W. Bennett
    
    Executive Vice Chairman
    
    $
    375,000
    
    
    $
    375,000
    
    
    $
    385,000
    
    
    
    0
    %
    
    
    3
    %Peter Bottini
    
    EVP Trading andCustomer Service
    
    $
    325,000
    
    
    $
    325,000
    
    
    $
    325,000
    
    
    
    0
    %
    
    
    0
    %Kirk L.F. Chartier (1)
    
    Chief Marketing Officer
    
    NA
    
    
    $
    300,000
    
    
    $
    300,000
    
    
    NA
    
    
    0
    %Average
    
    
    
    $
    365,000
    
    
    $
    355,000
    
    
    $
    365,500
    
    
    
    -3
    %
    
    
    3
    %
 
 (1)
    
    Mr. Chartiers employment began in January 2010.  Performance-Based Annual Bonus.
  13




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##### Table of Contents




    
    the Companys actual
net income excluding interest income (net of tax impact) compared to
budget;
    
    interest income compared to budget;
    
    account growth and net income growth compared to competitors; and
    
    customer asset growth compared to market indices;
  
    
    drive customer growth through brand differentiation;
    
    improve customer communication and touch points to drive higher engagement;
    
    finish major development projects for the year;
    
    develop and promote innovative channels for customers to access our brokerage platform;
and
    
    retain key employees and improve bench strength where appropriate without adding
significant costs
       14




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Metric
    
    
    
    
    
    Adjustment
    
    
    
    BonusMetric
    
    Weight
    
    X
    
    
    Range
    
    =
    
    AdjustmentNet income excluding interest income (net of tax impact)
    
    15
    %
    
    
    
    
    0%        to       50%
    
    
    
    0%                     to       8%+ Interest income
    
    9
    %
    
    
    
    
    60% to 80%
    
    
    
    5%                     to       7%+ Account growth
    
    12
    %
    
    
    
    
    110%        to      130%
    
    
    
    13%                     to      16%+ Net income growth
    
    12
    %
    
    
    
    
    100%        to      120%
    
    
    
    12%                     to      14%+ Customer asset growth
    
    12
    %
    
    
    
    
    50%        to       70%
    
    
    
    6%                     to       8%+ Qualitative assessment
    
    40
    %
    
    
    
    
    0%        to      100%
    
    
    
    0%                     to      40%== Adjustment to baseline target bonus
    
    100
    %
    
    
    
    
    
    
    
    
    37%      to          93%
   Long-Term Equity Incentives.
   15




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Benefits, Perquisites and Other Compensation.
 Pension Plan.
 Post-Termination Compensation.
 Compensation Recovery Policy
  Deductibility of Executive Compensation
   16




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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
         Accelerated Stock and Option VestingUpon Termination w/o
    
    
    
    
    
    
    
    
    
    
    Upon Termination w/o causecause(1)
    
    
    Upon Change in Control
    
    
    with Change in ControlCash Severance
    
    
    
    
    
    
    Deferred
    
    
    
    
    
    
    Deferred
    
    
    
    
    
    
    DeferredUpon
    
    
    Upon Termination
    
    
    Stock Options
    
    
    Shares
    
    
    Stock Options
    
    
    Shares
    
    
    Stock Options
    
    
    SharesTermination
    
    
    w/o cause with
    
    
    (unvested and
    
    
    (unvested and
    
    
    (unvested and
    
    
    (unvested and
    
    
    (unvested and
    
    
    (unvested andw/o cause
    
    
    Change in Control
    
    
    accelerated)
    
    
    accelerated)
    
    
    accelerated)
    
    
    accelerated)
    
    
    accelerated)
    
    
    accelerated)Name
    
    (1)(3)(4)
    
    
    (2)(3)(4)
    
    
    (5)
    
    
    (6)
    
    
    (5)
    
    
    (6)
    
    
    (5)
    
    
    (6)David A. Fisher
    
    $
    1,522,083
    
    
    $
    2,201,667
    
    
    $
    180,004
    
    
    $
    1,033,593
    
    
    $
    360,007
    
    
    $
    2,067,186
    
    
    $
    360,007
    
    
    $
    2,067,186Peter Bottini
    
    $
    688,469
    
    
    $
    937,703
    
    
    $
    230,556
    
    
    $
    142,754
    
    
    $
    110,454
    
    
    $
    69,575
    
    
    $
    461,113
    
    
    $
    285,507Adam J. DeWitt
    
    $
    586,901
    
    
    $
    797,852
    
    
    $
    40,348
    
    
    $
    239,124
    
    
    $
    80,695
    
    
    $
    478,248
    
    
    $
    80,695
    
    
    $
    478,248Ned W. Bennett
    
    $
    375,000
    
    
    $
    375,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    109,690
    
    
    
    
    
    
    $
    109,690Kirk L.F. Chartier
    
    $
    300,000
    
    
    $
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    34,793
    
    
    $
    78,350
 
 1
    
    Termination as of December 31, 2010 without cause or resignation with good reason.2
    
    Termination as of December 31, 2010 without cause or resignation with good reason
within 3 months prior to or 12 months following a change in control.3
    
    As described above, one component of the cash severance payments for Messrs.
Bottini, Fisher and DeWitt is based on historical percentage bonus payouts. The
cash severance payments were estimated using actual bonus payout percentages from
the three-year period 2007-2009.  17




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##### Table of Contents



4
    
    Messrs. Bottini, Fisher and DeWitt also receive a prorated bonus based on their
individual target bonus level and the amount of time prior to the termination
during the calendar year in which they are terminated. The amounts of those pro
rated bonuses had each executive been employed for a full year in 2010 would have
been $190,000, $342,500 and $165,000, respectively.5
    
    The payments relating to stock options represent the value of unvested and
accelerated stock options as of December 31, 2010, calculated by multiplying the
number of accelerated options by the difference between the exercise price and
the closing price of optionsXpress common stock on December 31, 2010.6
    
    The payments relating to deferred shares represent the value of the unvested and
accelerated stock as of December 31, 2010, calculated by multiplying the number
of accelerated shares by the closing price of optionsXpress common stock on
December 31, 2010. COMPENSATION COMMITTEE REPORT
  Compensation Committee of the Board of Directors
 SUMMARY COMPENSATION TABLE
  Change inPension ValueNon-Equity
    
    
    and Non-qualifiedStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Deferred
    
    
    All OtherSalary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($) (1)
    
    
    ($) (2)
    
    
    ($) (3)
    
    
    ($)
    
    
    Earnings ($)
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)David Fisher
    
    
    2010
    
    
    $
    500,000
    
    
    $
    342,500
    
    
    $
    823,150
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    13,418
    (8)
    
    $
    1,679,068Chief Executive Officer(4)
    
    
    2009
    
    
    $
    500,000
    
    
    $
    310,000
    
    
    $
    650,065
    
    
    $
    217,454
    
    
    $
    
    
    
    $
    
    
    
    $
    13,756
    
    
    $
    1,691,2752008
    
    
    $
    500,000
    
    
    $
    357,500
    
    
    $
    527,094
    
    
    $
    514,957
    
    
    $
    
    
    
    $
    
    
    
    $
    13,756
    
    
    $
    1,913,308Adam J. DeWitt
    
    
    2010
    
    
    $
    275,000
    
    
    $
    165,000
    
    
    $
    220,050
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    13,195
    (9)
    
    $
    673,245Chief Financial Officer(5)
    
    
    2009
    
    
    $
    260,000
    
    
    $
    155,610
    
    
    $
    146,146
    
    
    $
    48,740
    
    
    $
    
    
    
    $
    
    
    
    $
    13,309
    
    
    $
    623,8052008
    
    
    $
    260,000
    
    
    $
    156,000
    
    
    $
    104,490
    
    
    $
    103,374
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    623,864Ned W. Bennett
    
    
    2010
    
    
    $
    375,000
    
    
    $
    256,533
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    631,533Executive Vice Chairman(6)
    
    
    2009
    
    
    $
    375,000
    
    
    $
    240,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    615,0002008
    
    
    $
    375,000
    
    
    $
    267,768
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    642,768Peter Bottini
    
    
    2010
    
    
    $
    325,000
    
    
    $
    190,000
    
    
    $
    146,700
    
    
    $
    151,581
    
    
    $
    
    
    
    $
    
    
    
    $
    13,418
    (10)
    
    $
    826,699Executive Vice President
    
    
    2009
    
    
    $
    325,000
    
    
    $
    178,750
    
    
    $
    73,073
    
    
    $
    220,266
    
    
    $
    
    
    
    $
    
    
    
    $
    12,196
    
    
    $
    809,285Trading and Customer Service
    
    
    2008
    
    
    $
    325,000
    
    
    $
    195,000
    
    
    $
    99,846
    
    
    $
    293,851
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    913,697Kirk L.F. Chartier
    
    
    2010
    
    
    $
    300,000
    
    
    $
    165,000
    
    
    $
    88,250
    
    
    $
    87,388
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    640,638Chief Marketing Officer(7)
 
 (1)
    
    Bonus amounts represent payments under the 2008, 2009 and 2010 bonus plan that were paid in the first
quarter of 2009, 2010 and 2011, respectively.(2)
    
    Amounts in column (e) reflect the total value of stock awards at the time of the grant for the fiscal
years ended December 31, 2008, December 31, 2009 and December 31, 2010 in accordance with ASC718.(3)
    
    Amounts in column (f) reflect the total value of option awards at the time of the grant for the fiscal
years ended December 31, 2008, December 31, 2009 and December 31, 2010 in accordance with ASC718.  18




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##### Table of Contents



(4)
    
    Mr. Fisher was our Chief Financial Officer prior to March 2007 and our President prior to October 2007.(5)
    
    Mr. DeWitt was our Vice President of Finance prior to March 2007.(6)
    
    Mr. Bennett was our Chief Operating Officer prior to March 2007.(7)
    
    Mr. Chartiers employment with the company began in January 2010.(8)
    
    All other compensation includes $8,738 in health care benefits and $4,680 for parking in 2010. The
health care benefits include payments made on behalf of Mr. Fisher that were in excess of employer
paid benefits generally provided to all salaried employees.(9)
    
    All other compensation includes $8,515 in health care benefits and $4,680 for parking in 2010. The
health care benefits include payments made on behalf of Mr. DeWitt that were in excess of employer
paid benefits generally provided to all salaried employees.(10)
    
    All other compensation includes $8,738 in health care benefits and $4,680 for parking in 2010. The
health care benefits include payments made on behalf of Mr. Bottini that were in excess of employer
paid benefits generally provided to all salaried employees. GRANTS OF PLAN-BASED AWARDS
  All Other
    
    
    All OtherStock
    
    
    Option
    
    
    Exercise
    
    
    GrantAwards:
    
    
    Awards
    
    
    or Base
    
    
    Date FairEstimated Future Payouts
    
    
    Number of
    
    
    Number of
    
    
    Price of
    
    
    Value ofEstimated Future Payouts
    
    
    Under Equity Incentive
    
    
    Shares of
    
    
    Securities
    
    
    Option
    
    
    Stock andDate
    
    
    Under Non-Equity Incentive Plan Awards
    
    
    Plan Awards
    
    
    Stock or
    
    
    Underlying
    
    
    Awards
    
    
    OptionGrant
    
    
    Grant
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Units
    
    
    Options
    
    
    ($)
    
    
    AwardsName
    
    Date
    
    
    Approved
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    (#)
    
    
    (share)
    
    
    ($)(1)(a)
    
    (b)
    
    
    
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)
    
    
    (k)
    
    
    (l)David A. Fisher
    
    
    3/4/2010
    
    
    
    2/10/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,500
    
    
    
    
    
    
    $
    
    
    
    $
    823,150Adam J. DeWitt
    
    
    3/4/2010
    
    
    
    2/10/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,500
    
    
    
    
    
    
    $
    
    
    
    $
    220,050Ned W. Bennett
    
    NA
    
    
    NA
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    Peter Bottini
    
    
    3/4/2010
    
    
    
    2/10/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000
    
    
    
    32,584
    
    
    $
    12.71
    
    
    $
    298,281Kirk L.F. Chartier
    
    
    4/26/2010
    
    
    
    1/4/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    18,216
    
    
    $
    13.76
    
    
    $
    175,638
 
 (1)
    
    The amounts in column (l) reflect the total value of the 2010 stock
and option awards at the time of the grant in accordance with ASC718.  19




---



##### Table of Contents



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
  Option Awards
    
    
    Stock AwardsEquityEquity
    
    
    IncentiveIncentive
    
    
    PlanEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    
    Awards:Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    
    Market orPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    PayoutNumber of
    
    
    Number of
    
    
    Awards
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    
    
    
    
    Unearned
    
    
    Value ofSecurities
    
    
    Securities
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    
    
    
    
    Shares, Units or
    
    
    UnearnedUnderlying
    
    
    Underlying
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Units of
    
    
    Market Value
    
    
    Other
    
    
    Shares,Unexercised
    
    
    Unexercised
    
    
    Underlying
    
    
    Option
    
    
    
    
    
    
    Stock That
    
    
    of Shares or
    
    
    Rights
    
    
    Units orOptions
    
    
    Options
    
    
    Unexercised
    
    
    Exercise
    
    
    Option
    
    
    Have Not
    
    
    Units of Stock
    
    
    That
    
    
    Other Rights(#)
    
    
    (#)(1)
    
    
    Unearned
    
    
    Price
    
    
    Expiration
    
    
    Vested
    
    
    That Have Not
    
    
    Have
    
    
    That HaveName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options (#)
    
    
    ($)
    
    
    Date
    
    
    (#)
    
    
    Vested ($)(1)(2)
    
    
    Not Vested (#)
    
    
    Not Vested ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)
    
    
    (i)
    
    
    (j)David A. Fisher
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131,920
    
    
    $
    2,067,186
    
    
    
    
    
    
    
    150,344
    
    
    
    
    
    
    
    
    
    
    
    8.36
    
    
    
    7/15/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,485
    
    
    
    
    
    
    
    
    
    
    
    12.86
    
    
    
    1/26/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,656
    
    
    
    6,415
    
    
    
    
    
    
    
    23.99
    
    
    
    2/29/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,242
    
    
    
    12,829
    
    
    
    
    
    
    
    18.18
    
    
    
    3/20/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,606
    
    
    
    41,411
    
    
    
    
    
    
    
    18.80
    
    
    
    2/22/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,904
    
    
    
    47,620
    
    
    
    
    
    
    
    8.11
    
    
    
    2/25/2016Adam J. DeWitt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,520
    
    
    $
    478,248
    
    
    
    
    
    
    
    32,071
    
    
    
    
    
    
    
    
    
    
    
    12.44
    
    
    
    3/28/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,566
    
    
    
    
    
    
    
    
    
    
    
    14.80
    
    
    
    10/3/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,618
    
    
    
    1,155
    
    
    
    
    
    
    
    16.37
    
    
    
    6/27/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,848
    
    
    
    2,566
    
    
    
    
    
    
    
    18.18
    
    
    
    3/20/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,542
    
    
    
    8,313
    
    
    
    
    
    
    
    18.80
    
    
    
    2/22/20152,668
    
    
    
    10,674
    
    
    
    
    
    
    
    8.11
    
    
    
    2/25/2016Ned W. Bennett
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,000
    
    
    $
    109,690
    
    
    
    
    
    
    
    3,208
    
    
    
    
    
    
    
    
    
    
    
    0.75
    
    
    
    3/1/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,919
    
    
    
    8,980
    
    
    
    
    
    
    
    23.99
    
    
    
    2/29/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,236
    
    
    
    6,158
    
    
    
    
    
    
    
    18.18
    
    
    
    3/20/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Peter Bottini
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,220
    
    
    $
    285,507
    
    
    
    
    
    
    
    3,849
    
    
    
    
    
    
    
    
    
    
    
    11.18
    
    
    
    6/22/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,849
    
    
    
    1,283
    
    
    
    
    
    
    
    16.37
    
    
    
    6/27/20162,309
    
    
    
    1,540
    
    
    
    
    
    
    
    19.89
    
    
    
    7/2/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,752
    
    
    
    23,631
    
    
    
    
    
    
    
    18.80
    
    
    
    2/22/201512,058
    
    
    
    48,236
    
    
    
    
    
    
    
    8.11
    
    
    
    2/25/2016
    
    
    
    32,584
    
    
    
    
    
    
    
    12.71
    
    
    
    3/4/2017Kirk L.F. Chartier
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    $
    78,350
    
    
    
    
    
    
    
    
    
    
    
    18,216
    
    
    
    
    
    
    
    13.76
    
    
    
    4/26/2017
 
 (1)
    
    Except as indicated and subject to acceleration or termination in certain circumstances, stock
options grants and deferred stock grants vest 20% per year over five years beginning on the first
anniversary of the grant date.(2)
    
    Based on the Nasdaqs closing price of optionsXpress common stock on December 31, 2010 of $15.67.  20




---



##### Table of Contents



OPTION EXERCISES & STOCK VESTED
  Option Awards
    
    
    Stock AwardsNumber ofShares
    
    
    Value
    
    
    Number of
    
    
    ValueAcquired on
    
    
    Realized
    
    
    Shares Acquired on
    
    
    Realized onExercise
    
    
    Exercise
    
    
    Vesting
    
    
    VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)David A. Fisher
    
    
    
    
    
    
    
    
    
    
    26,240
    
    
    $
    417,010Adam J. DeWitt
    
    
    
    
    
    
    
    
    
    
    4,980
    
    
    $
    79,145Ned W. Bennett
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    $
    80,350Peter Bottini
    
    
    
    
    
    
    
    
    
    
    2,640
    
    
    $
    41,422Kirk L.F. Chartier
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 PENSION BENEFITS
  NON-QUALIFIED DEFERRED COMPENSATION
  COMPENSATION OF DIRECTORS
   Change inPension ValueFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    and NQEarned or
    
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    
    DeferredPaid in
    
    
    Stock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherCash
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalDirector
    
    ($)
    
    
    ($) (1)
    
    
    ($) (2)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)James A. Gray
    
    $
    300,000
    
    
    $
    187,496
    
    
    $
    62,462
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    549,958Howard C. Draft
    
    $
    30,000
    
    
    $
    75,002
    
    
    $
    24,988
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    129,990Bruce Evans
    
    $
    30,000
    
    
    $
    75,002
    
    
    $
    24,988
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    129,990Steven Fradkin
    
    $
    45,000
    
    
    $
    75,002
    
    
    $
    24,988
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    144,990Michael Soenen
    
    $
    30,000
    
    
    $
    75,002
    
    
    $
    24,988
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    129,990S. Scott Wald
    
    $
    35,000
    
    
    $
    75,002
    
    
    $
    24,988
    (8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    134,990
 
 (1)
    
    The amounts in column (c) reflect the total value of stock awards at the time of the grant for fiscal 2010,
in accordance with ASC718, except that no estimate of forfeitures is made.  21




---



##### Table of Contents



(2)
    
    The amounts in column (d) reflect the total value of option awards at the time of the grant for fiscal 2010,
in accordance with ASC718, except that no estimate of forfeitures is made.(3)
    
    Mr. Gray had 59,176 option awards and 11,682 deferred stock awards outstanding at the end of fiscal 2010.(4)
    
    Mr. Draft had 23,670 option awards and 4,673 deferred stock awards outstanding at the end of fiscal 2010.(5)
    
    Mr. Evans had had 23,670 option awards and 4,673 deferred stock awards outstanding at the end of fiscal 2010.(6)
    
    Mr. Fradkin had 32,650 option awards and 4,673 deferred stock awards outstanding at the end of fiscal 2010.(7)
    
    Mr. Soenen had 14,530 option awards and 4,673 deferred stock awards outstanding at the end of fiscal 2010.(8)
    
    Mr. Wald had 41,630 option awards and 4,673 deferred stock awards outstanding at the end of fiscal 2010.   Compensation Discussion and Analysis  Stock Ownership Policy
 Minimum Ownership Requirements(Lesser of 2)Title
    
    Number of Shares
    
    
    Dollar AmountChairman of the Board
    
    
    18,000
    
    
    $
    550,000Director
    
    
    5,000
    
    
    $
    150,000
 Contractual Relationships with Certain Directors.
  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
   22




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  Number of SecuritiesNumber of Securities
    
    
    
    
    
    
    Remaining Available forto be Issued
    
    
    Weighted-Average
    
    
    Future Issuance UnderUpon Exercise of
    
    
    Exercise Price of
    
    
    Equity Compensation PlanOutstanding Options,
    
    
    Outstanding Options,
    
    
    (Excluding SecuritiesWarrants and Rights
    
    
    Warrants and Rights
    
    
    Reflected in Column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by stockholders
    
    
    1,796,189
    
    
    $
    14.51
    
    
    
    2,951,928Equity compensation plans not approved by stockholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,796,189
    
    
    $
    14.51
    
    
    
    2,951,928
  23




---



##### Table of Contents



SECURITY OWNERSHIP OF CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT
  Number of SharesBeneficially
    
    
    PercentName of Beneficial Owner
    
    Owned(1)
    
    
    of ClassG-Bar Limited Partnership(2)
    
    
    10,723,943
    
    
    
    18.7
    %440 South LaSalle, Suite 650

Chicago, Illinois 60605Fidelity Management & Research(3)
    
    
    5,693,479
    
    
    
    9.9
    %82 Devonshire Street
Boston, MA 02109BlackRock Global Investors(4)
    
    
    3,429,154
    
    
    
    6.0
    %40 East 52nd Street

New York, NY 10022James A. Gray(5)
    
    
    13,233,151
    
    
    
    23.0
    %Ned W. Bennett(6)
    
    
    1,548,017
    
    
    
    2.7
    %David A. Fisher(7)
    
    
    425,814
    
    
    
    *Peter Bottini(8)
    
    
    78,849
    
    
    
    *Adam J. DeWitt(9)
    
    
    72,669
    
    
    
    *Scott Wald(10)
    
    
    57,433
    
    
    
    *Steven Fradkin(11)
    
    
    35,950
    
    
    
    *Michael J. Soenen(12)
    
    
    32,876
    
    
    
    *Bruce R. Evans(13)
    
    
    26,970
    
    
    
    *Howard C. Draft(14)
    
    
    26,970
    
    
    
    *Kirk L.F. Chartier(15)
    
    
    3,643
    
    
    
    *All directors and executive officers as a group (12 persons)(16)
    
    
    15,632,220
    
    
    
    27.2
    %
 
 *
    
    Less than one percent(1)
    
    Unless otherwise indicated and subject to community property laws where applicable, the individuals
and entities named in the table above have sole voting and investment power with respect to all
shares of our common stock shown as beneficially owned by them. Beneficial ownership and percentage
ownership are determined in accordance with the rules of the SEC. In calculating the number of shares
beneficially owned by an individual or entity and the percentage ownership of that individual or
entity, shares underlying options and warrants held by that individual or entity that are either
currently exercisable or exercisable within 60 days from March 28, 2011 are deemed outstanding. These
shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of
any other individual or entity.(2)
    
    Represents shares owned directly or indirectly by G-Bar Limited Partnership (G-Bar). Avrum Gray has
the power to vote and/or dispose of these shares. James A. Gray is the President of G-Bar. Avrum Gray
and James A. Gray each disclaim beneficial ownership of these shares.(3)
    
    Information is based on the Schedule 13G filed by Fidelity Management & Research on February 14, 2011.(4)
    
    Information is based on the Schedule 13G filed by Blackrock Global Investors on February 7, 2011.(5)
    
    Includes 10,723,943 shares held by G-Bar of which Mr. Gray is the President and 2,441,780 shares held
by the JG 2002 Delta Trust in which Mr. Gray is the trustee. Mr. Gray disclaims beneficial ownership
of the reported shares. Also includes 46,430 of currently exercisable options.  24




---



##### Table of Contents



(6)
    
    Includes 177,718 shares held by the Delaware Charter Guarantee & Trust Company F/B/O Ned Bennett IRA
in which Mr. Bennett is the trustee, and 1,247,265 shares held by Whiskey Golf Investments LP. Mr.
Bennett disclaims beneficial ownership of the reported shares. Also includes 60,422 currently
exercisable options. Mr. Bennett has pledged 100,000 shares to Barclays as security for a loan.(7)
    
    Includes 311,764 shares underlying options.(8)
    
    Includes 64,269 shares underlying options.(9)
    
    Includes 58,035 shares underlying options.(10)
    
    Includes 36,531 shares underlying options.(11)
    
    Includes 27,551 shares underlying options.(12)
    
    Includes 9,431 shares underlying options.(13)
    
    Includes 18,571 shares underlying options.(14)
    
    Includes 18,571 shares underlying options.(15)
    
    Includes 3,643 shares underlying options.(16)
    
    Includes 672,381 shares underlying options. 
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 www.optionsXpress.com/investor
     25




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##### Table of Contents



Registration Agreement
  Director Independence
   
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fiscal YearDecember 31,
    
    
    December 31,Fee Category
    
    2009
    
    
    2010(Thousands)Audit Fees
    
    $
    864,000
    
    
    $
    931,000Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    864,000
    
    
    $
    931,000
       26




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##### Table of Contents



MATTERS RELATING TO AUDITORS
 Audit Committee Report
     Audit Committee
of the Board of Directors
  27




---



##### Table of Contents



SIGNATURES
  OPTIONSXPRESS HOLDINGS, INC.By:
    /s/   DAVID A. FISHERDavid A. FisherChief Executive Officer

(Principal Executive Officer)By:
    /s/   ADAM J. DEWITTAdam J. DeWittChief Financial Officer (Principal Financial and
Accounting Officer)  28




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##### Table of Contents



Exhibits
 ExhibitNumber
    
    Description3.1
    
    
    Amended and Restated Certificate of Incorporation of optionsXpress Holdings, Inc.(9)3.2
    
    
    Amended and Restated By-laws of optionsXpress Holdings, Inc.(l)4.1
    
    
    Certificate of Common Stock of optionsXpress
Holdings, Inc.(2)10.1
    
    
    Restricted Stock Agreement, by and between optionsXpress Holdings, Inc. and David A.
Fisher(l)(4)10.2
    
    
    Management Rights Agreement, dated January 15, 2004, by and among investment funds
affiliated with Summit Partners,
L.P.(l)10.3
    
    
    optionsXpress, Inc. 2001 Equity Incentive Plan(l)10.4
    
    
    Form of optionsXpress Holdings, Inc. 2005 Equity Incentive Plan(l)10.5
    
    
    Form of optionsXpress Holdings, Inc. 2005 Employee Stock Purchase Plan(1)10.6
    
    
    Amended and Restated Retention Agreement, by and between optionsXpress, Inc. and James A. Gray dated January 3,
2007(3)10.7
    
    

Employment Agreement, dated as of January 15, 2004, by and between optionsXpress, Inc. and Ned W. Bennett(l)(4)10.8
    
    
    Form of Indemnification Agreement, dated as of January 15, 2004, by and between
optionsXpress, Inc. and its
directors.(l)10.9
    
    
    optionsXpress Holdings, Inc. 2005 Employee Stock Purchase Plan, as amended.(5)10.10
    
    
    optionsXpress Holdings, Inc, Stock Purchase Agreement, dated as of February 13, 2008, by
and among Ned Bennett and
optionsXpress Holdings, Inc.(6)10.11
    
    

Employment Agreement, dated as of April 18, 2008, by and between optionsXpress Holdings, Inc. and David
Fisher(4)(7)10.12
    
    

Employment Agreement, dated as of April 18, 2008, by and between optionsXpress Holdings, Inc. and Adam
DeWitt(4)(7)10.13
    
    

optionsXpress Holdings, Inc. 2008 Equity Incentive Plan, as amended(8)10.14
    
    
    Separation Agreement dated January 22, 2010, by and between optionsXpress Holdings, Inc. and Paul Eppen.(4)(10)10.15
    
    

Credit Agreement dated November 22, 2010.(11)21.1
    
    
    Subsidiaries of optionsXpress Holdings, Inc.(12)23.1
    
    
    Consent of Ernst & Young LLP (12)31.1
    
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (12)31.2
    
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (12)31.3
    
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (13)31.4
    
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (13)32.1
    
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (12)
 (1)
    
    Incorporated by reference to the same exhibit filed with optionsXpress Holdings, Inc.
Registration Statement on Form S-l/A filed January 7, 2005.(2)
    
    Incorporated by reference to the same exhibit filed with optionsXpress Holdings, Inc.
Registration Statement on Form S-l/A filed January 24, 2005.(3)
    
    Incorporated by reference to the same exhibit filed with optionsXpress Holdings, Inc. Annual
Report on Form 10-K filed February 29, 2008.(4)
    
    Management Contract.(5)
    
    Incorporated by reference to the Current Report on Form 8-K, filed May 17, 2005, as amended
in optionsXpress Holdings, Inc. Annual Report on Form 10-K filed March 1, 2010.(6)
    
    Incorporated by reference to the same exhibit filed with optionsXpress Holdings, Inc. Current
Report on Form 8-K filed February 14, 2008.(7)
    
    Incorporated by reference to the same exhibit filed with optionsXpress Holdings, Inc. Current
Report on Form 8-K filed April 22, 2008.(8)
    
    Incorporated by reference to Appendix A to optionsXpress Holdings, Inc. Proxy Statement filed
April 18, 2008, as amended in optionsXpress Holdings, Inc. Proxy Statement filed May 13, 2008.(9)
    
    Incorporated by reference to the same exhibit filed with optionsXpress Holdings, Inc, Annual
Report on Form 10-K filed March 30, 2006.(10)
    
    Incorporated by reference to the Current Report on Form 8-K filed January 22, 2010.(11)
    
    Incorporated by reference to the Current Report on Form 8-K filed November 29, 2010.(12)
    
    Incorporated by reference to the same exhibit filed with
optionsXpress Holdings, Inc. Annual Report on Form 10-K filed
March 1, 2011.(13)
    
    Filed herewith.