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Exhibit 10.31    
    


 
 

RESTRICTED STOCK AGREEMENT    
    


        This Restricted Stock Agreement (this "Agreement") is made as of the      day
of            , 2005
(the "Effective Date") between Refco Inc., a Delaware corporation (the "Company"), and the
undersigned employee (the "Employee"). Certain capitalized terms used herein are defined in  Section 7 hereof or the Refco Inc. 2005 Stock
Incentive Plan (the "Plan"). 


        WHEREAS,
New Refco Group Ltd., LLC, a Delaware limited liability company ("Refco Group"), previously issued certain of its
Class B Common Units to Employee pursuant to a Restricted Unit Agreement (the "Original Agreement") effective as
of                        , 2004 (the
"Original Grant Date"); 


        WHEREAS,
the Company intends to undertake an initial public offering of its equity interests at a time when it is the sole owner of all of the outstanding equity interests in Refco
Group, and in connection therewith, the holders of all of the membership interests in Refco Group have agreed to contribute or otherwise transfer their membership interests in Refco Group to the
Company (the "Reorganization"), in order that Refco Group may become a wholly-owned subsidiary of the Company and the Company may effectuate the initial
public offering through an offering of its common stock to the public (the "Offering"); 



        WHEREAS,
the compensatory element of the grant of the Class B Common Units to the Employee under the Original Agreement was completed for federal income tax purposes at the time
of such grant; and 


        WHEREAS,
in connection with the Reorganization and as contemplated by Section 3.6 of that certain Securityholders Agreement, dated as of August 5, 2004, by and between
Refco Group, the Employee and the other parties signatory thereto, the Company desires to issue shares of restricted Common Stock of the Company (the "Shares") to the Employee (in a non-compensatory
transaction for federal income tax purposes) to reflect the Class B Common Units granted to the Employee under the Original Agreement. 



        NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows: 


	1.
	Issuance of Shares of Common Stock. 



        (a)   Upon
execution of this Agreement, the Company will issue to the Employee that number of Shares set forth below such Employee's name on the signature page attached
hereto. To effect the forfeiture provision under Section 3 if necessary, the Company will retain possession of the certificates representing the
Shares and will provide the Employee with copies thereof. Upon request, the Company will provide to the Employee certificates in respect of any Shares that have become Vested Shares (as defined
herein). 


        (b)   This
Agreement constitutes the legal, valid and binding obligation of the Employee, enforceable in accordance with its terms, and the execution, delivery and performance
of this Agreement by the Employee does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Employee is a party or any judgment, order or
decree to which the Employee is subject. 


        (c)   As
an inducement to the Company to issue the Shares to the Employee and as a condition thereto, the Employee acknowledges and agrees that neither the issuance of the
Shares to the Employee nor any provision contained herein shall entitle the Employee to remain in the employment of the Company or its subsidiaries or affect the right of the Company or its
subsidiaries to terminate the Employee's employment at any time for any reason. 







 



        (d)   In
connection with the issuance and sale by the Company to the Employee of the Shares, the Company represents and warrants that: 



        (i)    the
Company is a corporation validly existing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease
and operate the assets used in its business, to carry on its business as presently conducted, to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions
contemplated hereby; 


        (ii)   the
Company has taken all corporate action necessary to authorize its execution and delivery of this Agreement, its performance of its obligations thereunder, and its
consummation of the transactions contemplated thereby; and 


        (iii)  this
Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms. 



	2.
	Vesting of Shares.



        (a)   General.




        (i)    Vesting.    The Shares will be deemed "vested" (the "Vested
Shares") in accordance with this Section 2. One half of the Shares (the "Non Performance-Based
Shares") will vest 25% on each of February 28, 2006, February 28, 2007 and February 29, 2008, subject to the provisions of  Section 2(b). The remaining 25% of
the Non-Performance-Based Shares vested on February 28, 2005 in accordance with the terms of the
Original Agreement. The other half of the Shares (the "Performance Shares") will vest based upon the Company's achievement of the EBITDA targets set
forth below for each of the Company's fiscal years ending February 28, 2005, February 28, 2006, February 28, 2007 and February 29, 2008 (each, a
"Measurement Year"). The vesting for the Performance Shares will be based on the following schedule: 



EBITDA Targets
  (dollars in millions) 



	Measurement Year
 
	 	Target

EBITDA
	 	Cumulative

Target

EBITDA
	 	90% of

Target

EBITDA
	 	90% of

Cumulative

Target

EBITDA
	 	Eligible

Performance

Shares

	2005(1)	 	$	294.7	 	$	294.7	 	$	265.2	 	$	265.2	 	25% of Performance Shares
	

2006	
 	
$	

348.9	
 	
$	

643.6	
 	
$	

341.01	
 	
$	

579.2	
 	

25% of Performance Shares
	

2007	
 	
$	

403.9	
 	
$	

1,047.5	
 	
$	

363.51	
 	
$	

942.75	
 	

25% of Performance Shares
	

2008	
 	
$	

464.6	
 	
$	

1,512.1	
 	
$	

418.14	
 	
$	

1,360.89	
 	

25% of Performance Shares







	(1)
	These
shares vested in full on February 28, 2005, in accordance with the terms of the Original Agreement. 


2









  



        The
minimum EBTIDA targets set forth above shall be appropriately adjusted by the Board for acquisitions and dispositions made by the Company (whether by purchase or sale of assets,
merger or otherwise) and such adjustments shall take into account the pro forma annual EBITDA of any acquired business. Additionally, the Board may, in its sole discretion, following the Offering,
convert the EBITDA targets set forth above to targets based on the earnings per share of Common Stock or other similar measure, and, in connection therewith, may include all appropriate provisions as
to how such measure shall be calculated and how such measure may be adjusted upon the occurrence of certain specified events; provided,  however, that the
Board shall have determined in good faith that the Shares as restricted pursuant to this Agreement, after giving effect to such new
targets, shall have a fair value at least equal to the fair value of the Shares as restricted pursuant to this Agreement, after giving effect to the EBITDA targets set forth above. 



        (A)  Performance Based Vesting.    Following the end of each Measurement Year, on the Measurement Date, the number
of Performance Shares set forth above that are identified above as first being eligible to vest for that Measurement Year (the "Eligible Performance
Shares") shall be eligible to vest. On each Measurement Date, 50% of the Eligible Performance Shares with respect to the prior Measurement Year shall become Vested Shares if at
least 90% of the annual EBITDA target amount was met for the prior Measurement Year. If more than 90% of the annual EBITDA target amount was met for the prior Measurement Year, then the Eligible
Performance Shares with respect to the prior Measurement Year shall become Vested Shares on a straight line basis such that an additional 5% of Eligible Performance Shares shall become Vested Shares
for each 1% that actual EBITDA exceeds 90% of the annual EBITDA target amount. 


        (B)  Catch Up.    On the final Measurement Date, in addition to the vesting provided in subsection (A) above,
the Eligible Performance Shares for all prior Measurement Years that have not previously vested due to the Company's failure to meet any annual EBITDA target as of such date (collectively, the
"Missed Performance Shares") shall be eligible for "catch-up" vesting. Such "catch-up" vesting shall occur if the cumulative
EBITDA target set forth above in the column for Measurement Year 2008 (which represents the cumulative EBITDA target for Measurement Years 2005 through 2008) is met;  provided, that (a) at least 90%
of the annual EBITDA target for Measurement Year 2008 is met and (b) the actual EBITDA for Measurement
Year 2008 exceeds the actual EBITDA for Measurement Year 2007 (collectively, the "Catch-Up Targets"). If 90% of the cumulative EBITDA target
for Measurement Years 2005 through 2008 is met, then 50% of the Missed Performance Shares shall become Vested Shares. If over 90% of the cumulative EBITDA target for Measurement Years 2005 through
2008 is met, then a number of Missed Performance Shares will become Vested Shares, determined on a straight line basis such that an additional 5% of the Missed Performance Shares will become Vested
Units for each 1% that actual cumulative EBITDA exceeds 90% of the cumulative EBITDA target for Measurement Years 2005 through 2008. 




        (ii)   Change of Control.    All Non Performance-Based Shares that have not previously vested will vest in full upon
a Change of Control. Performance Shares that have not become Vested Shares will accelerate as set forth below upon a Change of Control solely if the Company (a) achieves at least 90% of the
EBITDA target for the Measurement Year immediately preceding the year in which the Change of Control occurs, and (b) the actual EBITDA for the Measurement Year immediately preceding the year in
which the Change of Control occurs exceeded the actual EBITDA for the preceding year. If (x) the conditions set forth in clauses (a) and (b) above are met, and (y) the Company
achieved 90% of the cumulative EBITDA target for the Measurement Year completed immediately prior to the Change of Control, then 50% of the Missed Performance Shares and 50% of the Performance Shares
that are not Eligible Performance Shares shall become Vested Shares. If (x) the conditions set forth in clauses (a) and (b) above are met, and (y) the 



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Company
achieved more than 90% of the cumulative EBITDA target for such immediately prior Measurement Year, then a number of Missed Performance Shares and Performance Shares that are not Eligible
Performance Shares will become Vested Shares, determined on a straight line basis such that an additional 5% of the Missed Performance Shares and 5% of the Performance Shares that are not Eligible
Performance Shares will become Vested Shares for each 1% that actual cumulative EBITDA for such immediately prior Measurement Year exceeds 90% of the cumulative EBITDA target for such immediately
prior Measurement Year. 




        (b)   In
the event the Employee ceases to be employed by the Company or any of its subsidiaries on a full-time basis for any reason, then (i) all Shares
shall cease vesting effective as of the date upon which the Employee ceases to be so employed (the "Termination Date"), (ii) a fraction of the
Non Performance-Based Shares that otherwise would become Vested Shares at the end of the Measurement Year in which such termination occurs will become Vested Shares, the numerator of which fraction
shall equal the number of whole months during such year that the Employee remained employed by the Company and the denominator of which shall be twelve (12), and, (iii) in the event that the
Company achieves the EBITDA target with respect to the Measurement Year in which such termination occurs, then the Eligible Performance Shares with respect to such year multiplied by a fraction, the
numerator of which shall equal the number of whole months during such year that the Employee remained employed with the Company and the denominator of which is 12, shall become Vested Shares as of the
next Measurement Date. 


        (c)   Notwithstanding
the vesting terms set forth in clause (a) above, if the Employee remains employed on a full-time basis with the Company or any of its
subsidiaries from the Effective Date through the eighth anniversary of the Original Grant Date, all Performance Shares that have not previously vested shall automatically and immediately vest on the
eighth anniversary of the Original Grant Date. 


	3.
	Forfeiture of Shares.





        (a)   In
the event that the Employee ceases to be employed by the Company or any of its subsidiaries on a full-time basis for any reason, then all Shares that have
not become Vested Shares pursuant to Section 2 will be forfeited and returned to the Company. 



        (b)   In
the event of a Change of Control, then all Performance Shares which, as of the date of such Change of Control, have not become Vested Shares pursuant to  Section 2, will be forfeited and returned to
the Company. 


	4.
	Legend.



        The
certificates representing the Shares will bear the following legend: 



        "THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND CERTAIN AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT
DATED                        , 2005, BETWEEN THE
COMPANY AND THE OTHER SIGNATORY THERETO. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE. 



	5.
	Restrictions on Transfer, Conversion and Voting.



        (a)   No
Shares that have not become Vested Shares pursuant to Section 2 hereof may be transferred to any Person. 



        (b)   The
Employee agrees that so long as the Employee owns Shares which have not become Vested Shares pursuant to  Section 2 hereof, the Employee shall be obligated to vote all of his, her or its Shares
which have not become Vested Shares pursuant to  Section 2 hereof in the same manner and 


4







 



proportions
as the votes cast by the holders of a majority of the Company's voting equity interests not subject to such forfeiture. If the Employee fails or refuses to vote his, her or its Shares
which have not become Vested Shares pursuant to Section 2 hereof as required by, or votes his, her or its Shares which have not become Vested
Shares pursuant to Section 2 hereof in contravention of this Section 5(b), then the
Employee hereby grants to each of the President and Treasurer of the Company, acting solely in his or her capacity as such, an irrevocable proxy, coupled with an interest, to vote such Shares in
accordance with Section 5(b). 


	6.
	Restricted Activities.




        (a)   The
Employee acknowledges and agrees that the Company is engaged in a highly competitive business and that the success of the Company's business in the marketplace
depends upon its goodwill and reputation for quality and dependability. 


        (b)   The
Employee further acknowledges and agrees that (i) reasonable limits may be placed on the Employee's ability to compete against the Company and its Affiliates
as provided herein to the extent that they protect and preserve the legitimate business interests and goodwill of the Company and/or its Affiliates and (ii) such limits are (A) in
consideration for and as an inducement for, among other things, the receipt of the Shares, (B) the result of arms-length negotiations between the parties, (C) reasonable in
scope and duration, and (D) necessary to protect the legitimate business interests of the Company and its Affiliates. In addition, the Employee acknowledges (1) that the business of the
Company and its Affiliates is international in scope and without geographical limitation and (2) notwithstanding the state of incorporation or formation or principal office or location of the
Company or any of its Affiliates, or any of their respective executives or employees (including the Employee), it is expected that the Company will have business activities and have valuable business
relationships within its industry throughout the United States and the world. 


        (c)   The
Employee acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon by the Employee by this Agreement,
and is in full accord as to their necessity for the reasonable and proper protection of Proprietary Information, whether now existing or to be developed in the future. The Employee expressly
acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. 


        (d)   Having
acknowledged the foregoing, the Employee covenants and agrees with the Company as follows: 


        6.1   Proprietary Information.



        (a)   In
the course of service to the Company, the Employee will have access to confidential information regarding the organization, business and finances of the Company and
its Affiliates, including products, services, designs, methods, techniques, systems, specifications, know-how, strategic or technical data, marketing research data, product research and
development data, sales techniques, confidential customer lists and information, sources of supply and trade secrets, all of which are confidential and may be proprietary and are owned or used by the
Company, or any of its Affiliates. Such information shall hereinafter be called "Proprietary Information" and shall include any and all items enumerated
in the preceding sentence and coming within the scope of the business of the Company or any of its Affiliates as to which the Employee may have access, whether conceived or developed by others or by
the Employee alone or with others during the period of service to the Company, whether or not conceived or developed during regular working hours. Proprietary Information shall not include any
records, data or information which are (i) in the public domain during or after the Employee's term of employment provided the same are not in the public domain as a consequence of disclosure
directly or indirectly by the Employee in 



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violation
of this Agreement, (ii) required to be disclosed by law, or (iii) reasonably required to be disclosed in defending any suit, proceeding or investigation to which the Employee
is a party. 


        (b)   The
Employee agrees that Proprietary Information is of critical importance to the Company and a violation of this  Section 6.1(b) would seriously and irreparably impair and damage the Company's
business. The Employee agrees that he shall keep all Proprietary
Information in a fiduciary capacity for the sole benefit of the Company. 



        (c)   The
Employee shall not during the Employee's term of employment or at any time thereafter: (i) disclose, directly or indirectly, any Proprietary Information to
any person, other than any person who, in the reasonable judgment of the Employee, needs to know such Proprietary Information or such other persons to whom the Employee has been specifically
instructed to make disclosure by the Board of Directors and in all such cases only to the extent required in the course of the Employee's service to the Company; or (ii) use any Proprietary
Information, directly or indirectly, for the Employee's own benefit or for the benefit of any person or entity other than the Company. 



        (d)   The
Employee agrees to assign and transfer to the Company or its designee, without any separate remuneration or compensation, his entire right, title and interest in and
to all Inventions in the Field (as defined below), together with all United States and foreign rights with respect thereto, and, at the Company's expense, to execute and deliver all appropriate patent
and copyright applications for
securing United States and foreign patents and copyrights on Inventions in the Field and to perform all lawful acts, including giving testimony, and to execute and deliver all such instruments that
may be necessary or proper to vest all such Inventions in the Field and patents and copyrights with respect thereto in the Company, and to assist the Company in the prosecution or defense of any
interference which may be declared involving any of said patent applications, patents, copyright applications or copyrights. For the purposes of this Agreement, the words
"Inventions in the Field" shall include any discovery, process, design, development, improvement, application, technique, or invention, whether
patentable or copyrightable or not and whether reduced to practice or not, conceived, created, discovered, invented or made by the Employee, individually or jointly with others (whether on or off the
Company's premises or during or after normal working hours), while in the employ of the Company or any of its affiliated companies, and which was or is directly or indirectly related to the business
of the Company or any of its affiliated companies or suppliers or customers, or which resulted or results from any work performed by, or use of any Documents, Property or other personal property of
the Company (whether tangible or intangible and whether owned, leased or contracted for) by, any executive, employee or agent of the Company or any of its affiliated companies. 




        6.2    Protection of Documents.    All (i) notes, memoranda, reports, lists, letters, documents, records,
specifications, software programs, software code, data, tapes and other media of every kind, form and description relating to or within the scope of the business of the Company or any of its
Affiliates and any copies, in whole or in part, thereof (collectively, the "Documents"), whether or not prepared by the Employee, and (ii) all
computers, cellular telephones, pagers, credit and/or calling cards, keys, access cards or other personal property of or relating to the Company or any of its Affiliates (collectively, the
"Property") shall be the sole and exclusive property of the Company. The Employee shall safeguard all Documents and Property and shall surrender to the
Company within five (5) days of the date of termination of the Employee, or at such earlier time or times as the Board of Directors or its designee may specify, all Documents and Property then
in the Employee's possession or control; provided, however, that the Employee may retain a copy of any
personnel-related materials relating to his or her employment with the Company, including, but not limited to, this Agreement, any compensation or benefit plan or program, or any awards or evidence of
participation in such plans or programs, or any other communications to or from the Company related to Employee's employment. During the Employee's term of employment, the Employee shall not make, use
or permit to be used any 


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Documents
or Property otherwise than for the benefit of the Company. After the Employee's term of employment, the Employee shall not use or permit others to use any Documents or Property. This
Section 6.2 and Section 6.1 shall not be construed to unreasonably restrict the Employee's ability to disclose Proprietary Information in an arbitration or court proceeding regarding the
assertion of, or defense against, any claim of breach of this Agreement. 



        6.3    Non-Competition.    During the Non-Competition Period (as defined below), the Employee
will not and will not permit any of his Affiliates to anywhere in the Territory (as defined below) engage or participate in, directly or indirectly, alone or as principal, agent, employee, employer,
consultant, investor or partner of, or assist in the management of, or provide advisory or other services to, or own any stock or any other ownership interest in, or make any financial investment in,
any business or entity which is Competitive with the Company (as defined below); provided, however, that
the ownership of not more than two percent (2%) of the outstanding securities of any class of securities listed on a national exchange or inter-dealer quotation system shall not constitute a violation
of this Section 6.3. For purposes of this Agreement, a business or entity shall be considered "Competitive with the
Company" as of any point in time during the Non-Competition Period if it competes with (A) the products then marketed or sold by the Company and/or any of
its Affiliates and as such products may be improved and/or modified, (B) the services then marketed, sold or provided by the Company and/or any of its Affiliates and as such services may be
improved and/or modified or (C) the products and/or services that the Company and/or any of its Affiliates is then actively developing, designing, marketing, producing or supplying in the
future including, without limitation, the business of providing financial products or services, including those involving or related to exchange-traded derivatives, managed futures, prime brokerage
services, fixed income securities, foreign exchange, equities, over-the-counter derivatives and asset management of structured products related to the Company's core business.
For purposes of this Agreement, the "Non-Competition Period" shall mean the period commencing on the date of this Agreement and ending
twelve (12) months after the date of termination of the Employee's employment with the Company. For purposes of this Agreement, "Territory" shall
mean the States of New York and Illinois and every other State or foreign country where the Company and/or any of its Affiliates maintains employees, owns or leases property or otherwise conducts
business during the Non-Competition Period. 


        6.4    Non-Solicitation and No-Hire Restrictions.    During the Non-Competition
Period, the Employee will not and will not permit any of his Affiliates (i) solicit, or attempt to solicit any officer, director, consultant or executive of the Company or any of its Affiliates
(each such individual, a "Company Affiliate") to leave his or her engagement with the Company or such Affiliate, (ii) hire any Company Affiliate
or (iii) call upon, solicit, divert or attempt to solicit or divert from the Company or any of its Affiliates any of their customers or suppliers or potential or prospective customers or
suppliers of whom the Employee was aware were potential customers prior to or during the Employee's term of employment in any manner that harms or interferes with such person's relationship with the
Company; provided, however, that nothing in this  Section 6.4 shall be deemed to prohibit the Employee
from calling upon or soliciting a customer or supplier of the Company or any Affiliate
during the Non-Competition Period if such action relates solely to a business which is not Competitive with the Company; provided,  further, that nothing in
this Section 6.4 shall be deemed to prohibit the Employee from
(A) soliciting or hiring any Company Affiliate if such Company Affiliate is a member of the Employee's immediate family; (B) placing advertisements in newspapers or other media of
general circulation advertising employment opportunities; and (C) hiring any Company Affiliate who responds to such advertisements without any prior notice thereof by the Employee; provided
that such Company Affiliate was not otherwise solicited by the Employee or any of his Affiliates in violation of this Agreement. 


        6.5    No Disparagement.    Each of the Company and the Employee covenants and agrees that during the
Non-Competition Period, such party will not, directly or indirectly, either in writing or by 


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any
other medium, make any disparaging, derogatory or negative statement, comment or remark about the other party or any of its Affiliates, or any of their respective officers, directors, employees,
Affiliates, subsidiaries, successors and assigns, as the case may be; provided, however, that either party may make such statements, comments or remarks as are necessary to comply with law. 


        6.6    Further Assurances.    The Employee will not circumvent the purpose of any restriction contained in this  Section 6 by
engaging in business outside the Territory through remote means such as telephone, correspondence or computerized communication.
 


	7.
	Definitions.



        The
following terms shall have the meanings ascribed below: 


        "Affiliate" of any particular Person means any other Person controlling, controlled by or under common control with such particular Person
or, with respect to any individual, such individual's spouse and descendants (whether natural or adopted) and any trust, partnership, limited liability company or similar vehicle established and
maintained solely for the benefit of (or the sole members or partners of which are) such individual, such individual's spouse and/or such individual's descendants. 



        "Board" means the Board of Directors of the Company. 


        "EBITDA" as to any fiscal year of the Company and its subsidiaries, shall mean the consolidated earnings of the Company and its
subsidiaries before interest, taxes, depreciation and amortization for such fiscal year, as derived from the audited financial statements of the Company and its subsidiaries (or if the Company and its
subsidiaries do not have audited financial statements, the internally prepared financial statements of the Company and its subsidiaries, as reviewed by the accountant of the Company and its
subsidiaries) which were prepared in a manner for all periods consistent with generally accepted accounting principles. If for any reason the Company and its subsidiaries do not report on a
consolidated basis, EBITDA shall be calculated from the combined earnings of each of the Company and all of its subsidiaries as if they did so report on a consolidated basis. 


        "Measurement Date" shall mean, for any Measurement Year, the date following the end of such Measurement Year upon which the Company shall
have received its audited financial statements for such Measurement Year, beginning with the Measurement Year ending February 28, 2005. 


        "Person" shall be construed broadly and shall include, without limitation, an individual, a partnership, an investment fund, a limited
liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political
subdivision thereof. 


        "Representative" means, with respect to the deceased Employee, the duly appointed, qualified and acting personal representative (or
personal representatives collectively) of the estate of the deceased Employee (or portion of such estate that includes Shares), whether such personal representative holds the position of executor,
administrator or other similar position qualified to act on behalf of such estate. 


	8.
	General Provisions.




        (a)    Severability.    The parties agree that each provision herein shall be treated as a separate and independent
clause, and the unenforceability of any one clause shall in no way impair the enforceability of any other clauses of this Agreement. If any one or more provisions of this Agreement is held to be
invalid or unenforceable for any reason, including due to being overbroad in scope activity, subject or otherwise: (i) this Agreement shall be considered divisible; (ii) such provision
shall be deemed inoperative to the extent it is deemed invalid or unenforceable; and (iii) in all other respects this Agreement shall remain full force and effect; provided, however, that if
any such provision maybe made 


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valid
or enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be valid and/or enforceable to the maximum extent permitted by applicable law. 


        (b)    Entire Agreement.    This Agreement and the Plan constitute the entire agreement and understanding of the
parties hereto concerning the subject matter hereof and from and after the date of this Agreement, this Agreement shall supersede any other prior negotiations, discussions, writings, agreements or
understandings, both written and oral, between the parties with respect to such subject matter. 


        (c)    Counterparts.    This Agreement may be executed in separate counterparts, each of which is deemed to be an
original and all of which taken together constitute one and the same agreement. 


        (d)    Successors and Assigns.    



        (i)    This
Agreement is personal to the Employee and without the prior written consent of the Company shall not be assignable by the Employee. This Agreement shall inure to
the benefit of and shall be enforceable by the Employee and the Employee's legal representatives. 


        (ii)   This
Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. 


        (iii)  Nothing
in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective heirs, legal
representatives, successors, and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement. 




        (e)    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of
any jurisdiction other than the State of Delaware. 



        (f)    Remedies.    Each of the parties to this Agreement and any such Person granted rights hereunder whether or not
such Person is a signatory hereto shall be entitled to enforce its rights under this Agreement specifically to recover damages and costs (including reasonable attorney's fees) for any breach of any
provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party and any such Person granted rights hereunder whether or not such Person is a signatory hereto may in its sole discretion apply to any court of law or
equity of competent jurisdiction for specific performance and/or other injunctive relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this
Agreement. 


        (g)    Amendment and Waiver.    The provisions of this Agreement may be amended and waived only with the prior written
consent of the Company and the Employee and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the
validity, binding effect or enforceability of this Agreement or any provision hereof. 



        (h)    Notices.    Any notice provided for in this Agreement must be in writing and must be either personally
delivered, transmitted via facsimile, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the
address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to
have been given hereunder and received when delivered personally, when received if transmitted via facsimile, five (5) days after deposit in the U.S. mail and one (1) day after deposit
with a reputable overnight courier service. 


9







 



If
to the Company, to: 


Refco Inc.

One World Financial Center

200 Liberty Street

New York, NY 10281

Attention: General Counsel 


If
to the Employee, to the address set forth underneath the Employee's name on the signature pages hereto. 




        (i)    Business Days.    If any time period for giving notice or taking action hereunder expires on a day which is a
Saturday, Sunday or holiday in the state in which the Company's chief executive office is located, the time period for giving notice or taking action shall be automatically extended to the business
day immediately following such Saturday, Sunday or holiday. 


        (j)    Survival of Representations, Warranties and Agreements.    All representations, warranties and agreements
contained herein shall survive the consummation of the transactions contemplated hereby and the termination of this Agreement indefinitely. 



        (k)    Descriptive Headings.    The descriptive headings of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement. 


        (l)    Construction.    Where specific language is used to clarify by example a general statement contained herein,
such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed
to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. 



        (m)    WAIVER OF JURY TRIAL.    EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. 


        (n)    Nouns and Pronouns.    Whenever the context may require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. 



        (o)    Tax Reporting.    The Company and the Employee agree that the issuance of the Shares pursuant to this Agreement
to the Employee is not a compensatory transaction for federal income tax purposes and, unless required by applicable law, the Employee and the Company shall not take any action or position
inconsistent therewith. 


[SIGNATURE
PAGE FOLLOWS] 


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        IN
WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Agreement as of the date first written above. 



	 	 	REFCO INC.
	

 	
 	
By:	

 
	 	 	 	
 Phillip Bennett

President
	 	 	 	 
	 	 	 	 





	 	 	EMPLOYEE:
	

 	
 	

 Print Name
	

 	
 	

 
 Signature
	

 	
 	

Address:	

 
	 	 	 	

	 	 	 	

	 	 	 	

	

 	
 	

Number of Shares Received
	

 	
 	






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Exhibit 10.31


RESTRICTED STOCK AGREEMENT