Exhibit 10.2


 


EXECUTION VERSION


 


FXCM GROUP, LLC


2016 INCENTIVE BONUS PLAN


FOR FOUNDERS AND EXECUTIVES


 


		1.	Adoption and Purpose of the Plan. FXCM Group, LLC, a limited liability company organized
and existing under the laws of the State of Delaware (the “Company”), hereby adopts, effective as of the Effective
Date, this FXCM Group, LLC Incentive Bonus Plan for Founders and Executives (the “Plan”) to provide certain
key employees of the Company and its Affiliates with additional incentives through the payment of cash bonuses based on the cash
flow distributions from the Company and the issuance of equity interests in specified circumstances. Capitalized terms used herein
that are not otherwise defined herein shall have the meanings assigned to them under the Amended and Restated Limited Liability
Company Agreement of FXCM Group, LLC, dated as of September 1, 2016 (the “LLC Agreement”).



 


		2.	Definitions. The following terms shall have the following meanings for purposes of this
Plan:



 


		(a)	“Administrator” shall have the meaning set forth in Section 4 of this Plan.



 


		(b)	“Affiliate” shall have the meaning set forth in the first sentence of Section 1.1(6) of the LLC Agreement.



 


		(c)	“Bonus” shall have the meaning set forth in Section 5 of this Plan.



 


		(d)	“Bonus Pool Percentage” shall have the meaning set forth in Section 4 of this Plan.



 


		(e)	“Bonus Unit” shall have the meaning set forth in Section 8(b) of this Plan.



 


		(f)	“Cause” shall mean (i) a Participant’s engagement in misconduct which
is materially injurious to the Company or any of its Affiliates, (ii) a Participant’s failure on more than one occasion,
after receiving due notice of such failure, to substantially perform Participant’s duties to the Company or any of its Affiliates,
(iii) a Participant’s repeated dishonesty in the performance of such Participant’s duties to the Company or any
of its Affiliates, (iv) a Participant’s commission of an act or acts constituting any (A) fraud against, or misappropriation
or embezzlement from the Company or any of its Affiliates, (B) crime involving moral turpitude, or (C) offense that could
result in a jail sentence of at least 30 days, (v) a Participant’s engagement in conduct or activities that materially
violate any applicable governmental or quasi-governmental regulation involving securities or otherwise relating to the business
of the Company or any of its Affiliates, (vi) the violation by a Participant of a material written company policy, including
the Company’s substance abuse, sexual harassment or discrimination, or insider trading policy, or (vii) the material
breach by a Participant of any of the provisions of any agreement between a Participant, on the one hand, and the Company or any
of its Affiliates, on the other hand. The determination of the existence of Cause shall be made by the Board in good faith, which
determination shall be conclusive for purposes of this Plan.



 




    	 	 	 



     


    

 


		(g)	“Change of Control” shall have the meaning as set forth in paragraph (i) of
the definition of “Change of Control” in the LLC Agreement, provided the reference therein to “40%” shall
be changed to “50%” and all references to the “Parent” shall be changed to the “Company”. In
addition, a Change of Control shall occur if (and at the time that) Leucadia’s percentage of ownership of the value of the
equity interests of the Company becomes less than 16.67%.



 


		(h)	“Effective Date” shall mean September 1, 2016.



 


		(i)	“Fair Value” shall have the meaning set forth in Section 9 of this Plan.



 


		(j)	“First Priority Bonus Payment” shall have the meaning set forth in Section 7(a)
of this Plan.



 


		(k)	“First Vesting Date” shall have the meaning set forth in Section 6 of this Plan.



 


		(l)	“Independent Accountant” shall have the meaning set forth in Section 9 of this
Plan.



 


		(m)	“Leucadia” shall mean LUK-FX Holdings, LLC and its Affiliates (other than the
Company and its subsidiaries).



 


		(n)	“Participant” shall have the meaning set forth in Section 4 of this Plan.



 


		(o)	“Payment Date” shall have the meaning set forth in Section 7 of this Plan.



 


		(p)	“Qualifying Termination” shall have the meaning set forth in Section 8(b) of
this Plan.



 


		(q)	“Second Priority Bonus Payment” shall have the meaning set forth in Section
7(b) of this Plan.



 


		(r)	“Section 409A” shall have the meaning set forth in Section 12 of this Plan.



 


		(s)	“Section 7 Percentage” shall have the meaning set forth in Section 7 of this
Plan.



 


		(t)	“Termination Payment” shall have the meaning set forth in Section 8(b) of this
Plan.



 


		(u)	“Third Priority Bonus Payment” shall have the meaning set forth in Section 7(c)
of this Plan.



 


		(v)	“Vested Percentage” shall have the meaning set forth in Section 6 of this Plan.



 




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		3.	Administration. The Plan shall be administered by the Board or such committee of the Board
as the Board designates or such executive officer of the Company that the Board authorizes (the “Administrator”).
Subject to the express provisions of this Plan, the Administrator shall have full authority, in its sole discretion, to (a) interpret
and make changes to this Plan and (b) make all other determinations deemed necessary or advisable for the administration of this
Plan. Decisions of the Administrator shall be final and binding on all persons, and shall be afforded the maximum deference permitted
by law.



 


		4.	Eligibility. The individuals whose names are set forth on Schedule A hereto (each
a “Participant”, and, collectively, the “Participants”) shall be eligible to receive a Bonus
under this Plan. Schedule A shall set forth the percentage of payments that is allocated to each Participant (the “Bonus
Pool Percentage”). The Bonus Pool Percentages and the identity of Participants cannot be changed without the consent
of Leucadia, which shall not be unreasonably withheld, delayed or conditioned.



 


		5.	Bonus Opportunity. Subject to Section 8 of this Plan, each Participant shall be eligible
to receive a cash payment (“Bonus”) in the amount(s) and at the times set forth in Section 7 of this Plan, if
the Participant remains in the continuous employment of the Company or an Affiliate thereof on an applicable Payment Date.



 


		6.	Vesting. Each Participant’s interest for purposes of Section 8 of this Plan shall
vest 25% on the second anniversary of the Effective Date (the “First Vesting Date”) and an additional 25% shall
vest on each of the next three anniversaries of the First Vesting Date (such vested portion on any date being referred to as a
Participant’s “Vested Percentage”).



 


		7.	Payment of Bonus. At the same time as any funds are distributed under Section 6.4(a), (b)
or (c) of the LLC Agreement, each Participant will be entitled to receive a Bonus in the amount of:



 


		(a)	Until the aggregate amount of Bonuses and all Distributions equal the First Maximum Payment Amount
(as defined in the LLC Agreement), an amount equal to the product of (i) 10% of the total amount distributable pursuant to Sections
6.4(a)(i), 6.4(b)(i) and 6.4(c)(i) of the LLC Agreement (which total amount shall be determined assuming no Bonuses are payable),
multiplied by (ii) the Participant’s Bonus Pool Percentage (the “First Priority Bonus Payment”).



 


		(b)	After the First Maximum Payment Amount has been paid to the Participants and until the aggregate
amount of Bonuses and all Distributions equal the Second Maximum Payment Amount (as defined in the LLC Agreement), an amount
equal to the product of (i) 12% of the total amount distributable pursuant to Sections 6.4(a)(ii), 6.4(b)(ii) and 6.4(c)(ii) of
the LLC Agreement (which total amount shall be determined assuming no Bonuses are payable), multiplied by (ii) the Participant’s
Bonus Pool Percentage (the “Second Priority Bonus Payment”).



 


		(c)	After the First Maximum Payment Amount and Second Maximum Payment Amount have been paid to the
Participants, an amount equal to the product of (i) 14% of the total amount distributable pursuant to Sections 6.4(a)(iii), 6.4(b)(iii)
and 6.4(c)(iii) of the LLC Agreement (which total amount shall be determined assuming no Bonuses are payable), multiplied by (ii)
the Participant’s Bonus Pool Percentage (each, a “Third Priority Bonus Payment”).



 




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		(d)	It is understood that the terms of Sections 7(a), 7(b) and 7(c) of this Plan and the terms of Sections
6.4(a), (b) and (c) of the LLC Agreement shall be applied in an iterative manner.



 


The First Priority Bonus Payments,
the Second Priority Bonus Payments and the Third Priority Bonus Payments, if earned, shall be separately paid in a lump sum to
each Participant as soon as administratively practicable after all conditions for entitlement to such Bonus are determined to have
been satisfied by the Administrator, but in all cases no later than 30 days following the payment of any related Distribution to
a Member of the Company pursuant to the LLC Agreement (each, a “Payment Date”).


 


At any time, the percentage (i.e.,
10%, 12% or 14%) that would apply to the first dollar paid under this Section 7 in respect of the next Distribution is referred
to as the “Section 7 Percentage.”


 


Schedule B hereto provides
an example that illustrates the operation of the preceding provisions of this Section 7.


 


		8.	Termination of Employment.



 


		(a)	In the event that a Participant’s employment with the Company or an Affiliate thereof is
terminated for any reason, the Participant shall forfeit any right to any Bonus that is paid on a date after the date on which
the Participant’s employment is terminated.



 


		(b)	In the event that a Participant’s employment with the Company or an Affiliate thereof is
terminated other than as a result of a termination of employment by the Company or an Affiliate thereof for Cause or due to a material
breach of any restrictive covenants by the Participant (a “Qualifying Termination”), the Participant shall receive
a Class B Unit or a lump-sum cash amount, as determined by the Administrator, in its sole discretion (the “Termination
Payment”). The value of the Termination Payment shall be equal to the product of (i) such Participant’s Bonus
Pool Percentage, multiplied by (ii) the Section 7 Percentage at the time of such Qualifying Termination, multiplied by (iii) the
positive difference, if any, between (I) the Fair Value of all assets of the Company excluding the value of any cash on the balance
sheet and increased by $100,000,000, less any reductions, if any, in the Company’s regulatory capital requirements since
the Effective Date, and (II) the Fair Value of all liabilities of the Company, and multiplied by (iv) the Participant’s Vested
Percentage at the time of his or her Qualifying Termination. If the Administrator has elected to pay the Termination Payment in
the form of a Class B Unit, the Participant shall receive a Class B Unit entitling the Participant to participate in Distributions
giving effect to such Participant’s Section 7 Percentage and Vested Percentage as of such date, multiplied by the Participant’s
Bonus Pool Percentage (the “Bonus Unit”).



 




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		(c)	Subject to Section 9 of this Plan, any Termination Payment that is payable to the Participant pursuant
to Section 8(b) of this Plan shall be issued in the name of (in the case of the Bonus Unit), or paid to (in the case of cash),
the Participant within 90 days following the date of the Qualifying Termination, provided that, in the case of the Bonus Unit,
it shall be a condition to the issuance of the Bonus Unit to a Participant that the Participant signs a joinder to the LLC Agreement
and any other documentation required by the Company no later than 90 days following the date of the Qualifying Termination. If
the 90-day period following the Qualifying Termination straddles two calendar years, the Termination Payment shall be issued in
the calendar year following the calendar year in which the Qualifying Termination occurs. The Bonus Unit, once issued, shall be
subject to the terms and conditions set forth in the LLC Agreement, including any restrictions on transfer therein.



 


		(d)	In the event of a Change of Control, all Participants at the time of the Change of Control shall
receive a Termination Payment immediately prior to such Change of Control (contingent on the completion of such Change of Control)
as if all of such Participants had experienced a Qualifying Termination immediately prior to such Change of Control and had a Vested
Percentage of 100%. Notwithstanding the foregoing, a Change of Control shall not occur for purposes of this Plan unless such Change
of Control constitutes a “change in control event” under Section 409A of the Internal Revenue Code of 1986, as amended,
and the Treasury Regulations thereunder.



 


		9.	Valuation. For purposes of this Plan, “Fair Value” will be agreed upon
between the Participant and the Company, based on the Fair Value amount proposed by the Board. Failing such agreement within ten
(10) business days after the date of the Board’s proposed Fair Value amount, Fair Value will be determined within a reasonable
period of time by an independent firm of certified public accountants to be designated by the Board (“Independent Accountant”).
Once the Fair Value has been agreed upon or determined in accordance with this Section 9 it is final and binding on the Participant
and the Company. The costs of obtaining such Independent Accountant’s determination shall be borne by the Company except
in those cases where the Participant has disputed the Fair Value proposed by the Board and such Independent Accountant’s
determination of Fair Value are no higher than 110% of the Fair Value proposed by the Board, in which case the Participant shall
bear the costs of obtaining such Independent Accountant’s determination.



 


		10.	No Right to Continued Employment/No Rights as a Member. This Plan shall not confer upon
any Participant any right to, or guaranty of, continued employment or any other association with the Company or its Affiliates.



 


		11.	Termination. The Company may terminate or amend the Plan at any time, provided that it may
not alter the fundamental economic arrangement with respect to any Participant without the Participant’s written consent.



 




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		12.	Section 409A of the Code. It is the Company’s intent that payments and benefits under
this Plan comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), to the
extent subject thereto, and accordingly, to the maximum extent permitted, this Plan shall be interpreted and administered to be
in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated
taxation and/or tax penalties under Section 409A, a Participant shall not be considered to have terminated employment with the
Company or an Affiliate thereof for purposes of this Plan unless the Participant would be considered to have incurred a “separation
from service” (as defined under Section 409A) from the Company. Each amount to be paid or benefit to be provided under this
Plan shall be construed as a separate identified payment for purposes of Section 409A, and any payments described in this Plan
that are due within the “short-term deferral period” as defined in Section 409A shall not be treated as deferred compensation
unless applicable law requires otherwise. Without limiting the foregoing and notwithstanding anything contained herein to the contrary,
to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise
be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following
a Participant’s separation from service shall instead be paid on the first business day after the date that is six months
following the Participant’s separation from service (or death, if earlier). This Plan may be amended in any respect deemed
by the Company to be necessary in order to preserve compliance with Section 409A. Notwithstanding the foregoing, the Company makes
no representations that the payments and benefits provided under this Plan comply with Section 409A, and in no event shall the
Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by any Participant
on account of non-compliance with Section 409A.



 


		13.	Top Hat Plan. This Plan is intended to be exempt from the Employee Retirement Income Security
Act of 1974, as amended, as a “top hat” plan for a select group of the Company’s management and/or highly compensated
employees.



 


		14.	Limitations. This Plan represents only an unfunded, unsecured promise to pay by the Company,
and each of the Participants is an unsecured creditor of the Company. No property of the Company is or will be, by reason of this
Plan, held in trust for any employee or former employee, nor will any person or entity have any interest in, or any lien or prior
claim upon, any property of the Company or any Affiliate thereof by reason of the Plan or the Company’s obligations to make
payments hereunder.



 


		15.	Relation to Other Payments or Benefits. Any amounts payable pursuant to this Plan will not
be considered compensation for purposes of any other compensation or benefit plan, program or arrangement maintained by the Company
or any Affiliate thereof and will not be taken into account for purposes of determining any severance pay, termination pay, bonuses
or any other form of compensation or benefit.



 


		16.	Restrictions on Transfer and Assignment. A Participant’s rights and interests under
this Plan may not be assigned or transferred in whole or in part either directly or through the operation of law or otherwise,
including, but not limited to, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner (other than
by will or the laws of descent or distribution), and no such rights or interests of any Participant in this Plan will be subject
to any obligation or liability of such Participant.



 




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		17.	Adjustment. The Board shall make adjustments to the Plan in the event of, or in anticipation
of any unusual or extraordinary corporate item, transaction or event or development affecting the Company or any Affiliate thereof,
provided that (i) adjustments under this Section 17 shall be intended to be those that the Board may determine are equitably
required to prevent dilution or enlargement of a Participant’s rights that would otherwise result from any of the events
or circumstances described in this Section 17, and (ii) no such adjustment that results in a material adverse effect on the
fundamental economic arrangement in respect of a Participant hereunder that is not proportional to the related corresponding fundamental
economic arrangement in respect of other stakeholders of the Company and its Affiliates may be made without the consent of the
majority of the Participant then participating in the Plan, not to be unreasonably withheld.



 


		18.	Governing Law. This Plan shall be governed by and construed in accordance with the laws
of the State of Delaware without regard to the principles of conflicts of laws thereof.



 


		19.	Withholding. The Company shall be entitled to withhold from any payments made under this
Plan, and in respect of any issuance of a Class B Unit to a Participant under Section 8 of this Plan, any amount of withholding
it determines is appropriate or necessary pursuant to applicable law and the Company’s payroll practices, and may condition
any such payment or issuance on the Participant’s making arrangements satisfactory to the Company in order for the Company
to so withhold, which arrangement may include the Participant directing the Company to withhold a portion of a Class B Unit equal
to the amount necessary to satisfy any such withholding requirement. Notwithstanding any other provision of this Plan, neither
the Company nor an Affiliate thereof will be obligated to guarantee any particular tax result for any Participant with respect
to any payment or issuance of Class B Units provided to such Participant hereunder, and such Participant will be responsible for
any taxes imposed on such Participant with respect to any such payment.



 


		20.	Headings. The headings in this Plan have been inserted for convenience of reference only
and in the event of any conflict, the text of this Plan, rather than such headings, shall control.





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Schedule
A


 


	Name	Bonus Pool Percentage
	Dror Niv	33%
	Eduard Yusupov	25%
	David Sakhai	22%
	William Ahdout	17%
	Ken Grossman	3%


 




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Schedule
B


 


Example of Operation of Section 7


 


Initial Assumptions: There are 5
Participants in the Plan. Participant A’s Bonus Pool Percentage is 20% and the other 4 Participants’ Bonus Pool Percentages
equal 80% in the aggregate. An initial Disposition occurs in 2019 and a second Disposition occurs in 2020.


 


2019 Disposition.  In 2019, after
all amounts due under the Credit Agreement have been repaid, a Disposition occurs that generates $300 million of proceeds that
would be distributable to members under Section 6.4(a)(i) of the LLC Agreement, without regard to amounts due under the Plan. Ten
percent of this $300 million (i.e., $30 million) would be paid to Participants as follows: 20% of the $30 million (i.e., $6 million)
would be paid to Participant A and the remaining 80% (i.e., $24 million) would be paid to the other Participants in accordance
with their individual Bonus Pool Percentages. The remaining $270 million would be distributed to members under the LLC Agreement.


 


2020 Disposition. In 2020, another
Disposition occurs that generates $600 million in proceeds that would be distributable to members under Sections 6.4(a)(i) and
(ii) of the LLC Agreement, without regard to amounts due under the Plan. Distributions under the Plan in respect of this $600 million
amount would be calculated in three stages as follows:


 


		·	Ten percent of the first $50 million (i.e., $5 million) would be paid to Participants as follows:
20% of the $5 million (i.e., $1 million) would be paid to Participant A, and the remaining 80% (i.e., $4 million) would be paid
to the other Participants in accordance with their individual Bonus Pool Percentages. The remaining $45 million would be available
for distribution to members under the LLC Agreement. At this point, an aggregate amount of $35 million would have been distributed
under the Plan and $315 million would have been distributed under the LLC Agreement, filling up the $350 million tranche described
in Section 7(a) of the Plan.



		·	$550 million would remain from the proceeds of the 2020 Disposition.



		·	Twelve percent of the next $500 million of the proceeds of the 2020 Disposition (i.e., $60 million)
would be paid to Participants as follows: 20% of the $60 million ($12 million) would be paid to Participant A, and the remaining
80% (i.e., $48 million) would be paid to the other Participants in accordance with their individual Bonus Pool Percentages. The
remaining $440 million would be available for distribution to members under the LLC Agreement. At this point, an aggregate amount
of $95 million would have been distributed under the Plan and $755 million would have been distributed under the LLC Agreement,
filling up both the $350 million tranche described in Section 7(a) of the Plan and the $500 million tranche described in Section
7(b) of the Plan.



		·	$50 million would remain from the proceeds of the 2020 Disposition.



		·	Fourteen percent of the remaining $50 million of the proceeds of the 2020 Disposition (i.e., $7
million) would be paid to Participants as follows: 20% of the $7 million ($1.4 million) would be paid to Participant A, and the
remaining 80% (i.e., $5.6 million) would be paid to the other Participants in accordance with their individual Bonus Pool Percentages.
The remaining $43 million would be available for distribution to members under the LLC Agreement.



 




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