exv10w3





EXHIBIT
10.3




GAIN CAPITAL HOLDINGS, INC.




2011 EMPLOYEE STOCK PURCHASE PLAN



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. Purpose of the Plan
	 	 	1	 
	 
	2. Definitions
	 	 	1	 
	 
	3. Administration of the Plan
	 	 	4	 
	 
	4. Stock Subject to Plan
	 	 	4	 
	 
	5. Offering Periods
	 	 	5	 
	 
	6. Eligibility
	 	 	5	 
	 
	7. Payroll Deductions
	 	 	6	 
	 
	8. Purchase Rights
	 	 	7	 
	 
	9. Accrual Limitations
	 	 	10	 
	 
	10. Effective Date and Term of the Plan
	 	 	10	 
	 
	11. Amendment and Termination
	 	 	11	 
	 
	12. General Provisions
	 	 	11	 
	 
	Schedule A
	 	 	A-1	 






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     1. PURPOSE OF THE PLAN



          The GAIN Capital Holdings, Inc. 2011 Employee Stock Purchase Plan is intended to promote the
interests of the Company (as defined in Article 2) by providing Eligible Employees (as defined in
Article 2) of a Participating Employer (as defined in Article 2) with the opportunity to acquire a
proprietary interest in the Company through participation in a payroll deduction-based employee
stock purchase plan designed to qualify under section 423 of the Internal Revenue Code of 1986, as
amended. The Plan (as defined in Article 2) is not intended and shall not be construed as
constituting an “employee benefit plan,” within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended.




     2. DEFINITIONS



          (a) “1933 Act” shall mean the Securities Act of 1933, as amended.




          (b) “Board” shall mean the Company’s Board of Directors.




          (c) “Change of Control” shall be deemed to have occurred if:





          (i) Any “person” (as such term is used in sections 13(d) and 14(d) of the
Exchange Act) becomes a “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing
more than 50% of the voting power of the then outstanding securities of the Company;
provided that a Change of Control shall not be deemed to occur as a result of a
transaction in which the Company becomes a subsidiary of another corporation and in
which the stockholders of the Company, immediately prior to the transaction, will
beneficially own, immediately after the transaction, shares entitling such
stockholders to more than 50% of all votes to which all stockholders of the parent
corporation would be entitled in the election of directors; or




          (ii) The consummation of (A) a merger or consolidation of the Company with
another corporation where the stockholders of the Company, immediately prior to the
merger or consolidation, will not beneficially own in substantially the same
proportion as ownership immediately prior to the merger or consolidation,
immediately after the merger or consolidation, shares entitling such stockholders to
more than 50% of all votes to which all stockholders of the surviving corporation
would be entitled in the election of directors, or where the members of the Board,
immediately prior to the merger or consolidation, would not, immediately after the
merger or consolidation, constitute a majority of the board of directors of the
surviving corporation, (B) a sale or other disposition of all or substantially all
of the assets of the Company, or (C) a liquidation or dissolution of the Company.




          (iii) A change in the composition of the Board over a period of twelve (12)
consecutive months or less such that a majority of the Board members



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ceases, by reason of one or more contested elections for Board membership, to
be comprised of individuals who either (A) have been Board members continuously
since the beginning of such period or (B) have been elected or nominated for
election as Board members during such period by at least a majority of the Board
members described in clause (A) who were still in office at the time the Board
approved such election or nomination.



          (d) “Code” shall mean the Internal Revenue Code of 1986, as amended and the regulations
promulgated thereunder.




          (e) “Common Stock” shall mean the common stock of the Company.




          (f) “Company Affiliate” shall mean any parent or subsidiary corporation of the Company (as
determined in accordance with Code section 424), whether now existing or subsequently established.




          (g) “Company” shall mean GAIN Capital Holdings, Inc., a Delaware corporation, and any
corporate successor to all or substantially all of the assets or voting stock of GAIN Capital
Holdings, Inc. that shall adopt the Plan.




          (h) “Cash Compensation” shall mean (i) the regular base salary paid to a Participant by one or
more Participating Employers during the Participant’s period of participation in one or more
Offering Periods under the Plan plus (ii) all overtime payments, bonuses, cash incentive
compensation payments, and commissions received during such period. Such Cash Compensation shall
be calculated before deduction of (A) any income or employment tax withholdings or (B) any
contributions made by the Participant to any Code section 401(k) salary deferral plan, any Code
section 125 cafeteria benefit program or any Code section 132(f)(4) transportation fringe benefit
program now or hereafter established by the Company or any Company Affiliate. However, Cash
Compensation shall not include any contributions made by the Company or any Company Affiliate on
the Participant’s behalf to any employee benefit or welfare plan now or hereafter established
(other than Code section 401(k), Code section 125, or Code section 132(f)(4) contributions deducted
from such Cash Compensation).




          (i) “Effective Date” shall mean the later of January 1, 2011, or the time at which the
Underwriting Agreement is executed and the Common Stock is priced for the initial public offering
of such Common Stock. Any Company Affiliate that becomes a Participating Employer after such
Effective Date shall designate an effective date with respect to its employees.




          (j) “Eligible Employee” shall mean any person who is employed by a Participating Employer on a
basis under which he or she is regularly expected to render more than 20 hours of service per week
and for more than five months per calendar year, for earnings considered wages under Code section
3401(a); provided, however, that the Plan Administrator may establish further eligibility
requirements from time to time that are consistent with Code section 423.







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          (k) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.




          (l) “Fair Market Value” per share of Common Stock on any relevant date shall be determined in
accordance with the following provisions:





          (iv) If the Common Stock is at the time traded on a national securities
exchange, then the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question, on the stock exchange determined by the Plan
Administrator to be the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange and
published in The Wall Street Journal.




          (v) If there is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.



          (m) “Offering Period” shall mean the period during which shares of Common Stock shall be
offered for purchase under the Plan as described in Section 5.




          (n) “Participant” shall mean any Eligible Employee of a Participating Employer who is actively
participating in the Plan.




          (o) “Participating Employer” shall mean the Company and such Company Affiliates as may be
authorized from time to time by the Board to extend the benefits of the Plan to their Eligible
Employees. The Participating Employers in the Plan are listed in the attached Schedule A.




          (p) “Plan” shall mean the GAIN Capital Holdings, Inc. 2011 Employee Stock Purchase Plan, as
set forth in this document, and as amended from time to time.




          (q) “Plan Administrator” shall mean the Compensation Committee of the Board.




          (r) “Purchase Date” shall mean the last business day of each Purchase Interval. The initial
Purchase Date shall be such date as the Plan Administrator determines.




          (s) “Purchase Interval” shall mean each successive six-month period (or other period
designated by the Plan Administrator) within a particular Offering Period, at the end of which
purchased shares of Common Stock shall be purchased on behalf of each Participant.




          (t) “Underwriting Agreement” shall mean the agreement between the Company and the underwriters
managing the initial public offering of the Common Stock.







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     3. ADMINISTRATION OF THE PLAN



          The Plan Administrator shall have full discretionary authority to interpret and construe any
provision of the Plan and to adopt such rules and regulations for administering the Plan as it may
deem necessary in order to comply with the requirements of Code section 423 or otherwise desirable.
Decisions of the Plan Administrator shall be final and binding on all parties having an interest
in the Plan. As a condition of participating in the Plan, all Participants must acknowledge, in
writing or by completing the enrollment forms to participate in the Plan, that all decisions and
determinations of the Plan Administrator shall be final and binding on the Participant, his or her
beneficiaries and any other person having or claiming an interest under the Plan on behalf of the
Participant. The Plan Administrator may delegate its ministerial duties to one or more
subcommittees or to a third party administrator, as it deems appropriate.




     4. STOCK SUBJECT TO PLAN



          (a) Number of Shares. Subject to adjustment as described below and after giving effect to any
stock split effectuated in connection with the initial public offering of Common Stock, the
aggregate number of shares of Common Stock that may be issued or transferred under the Plan is the
sum of:





          (i) 500,000 shares, plus




          (ii) as of the first trading day in January of each year, for the period that
begins on the first trading day in January 2012 and ends on the second trading day
in January 2021, there shall be automatically added to the number of authorized
shares under the Plan an additional positive number equal to 0.5% of the shares of
Common Stock outstanding (on a fully diluted basis) on the last trading day of the
immediately preceding December.


The stock purchasable under the Plan shall be shares of authorized but unissued or
reacquired Common Stock, including shares of Common Stock purchased on the open market.




          (b) Adjustment. If, after the Effective Date, there is any change in the number or kind of
shares of Common Stock outstanding by reason of any stock split or reverse stock split, stock
dividend, spinoff, recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class without the Company’s receipt of consideration,
the Plan Administrator shall make appropriate adjustments to (i) the maximum number and class of
securities issuable under the Plan, (ii) the maximum number and class of securities purchasable per
Participant on any Purchase Date, (iii) the maximum number and class of securities purchasable in
total by all Participants on any Purchase Date, and (iv) the number and class of securities and the
price per share in effect under each outstanding purchase right, in order to prevent the dilution
or enlargement of benefits thereunder. In addition, the Plan Administrator shall have discretion
to make the foregoing equitable adjustments in any circumstances in which an adjustment is not
mandated by this subsection (b) or applicable law.






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Any adjustments made by the Plan Administrator shall be consistent with section 423 of the
Code and shall be final, binding and conclusive.




     5. OFFERING PERIODS



          (a) Limitations. Shares of Common Stock shall be offered for purchase under the Plan through
a series of Offering Periods until such time as (i) the maximum number of shares of Common Stock
available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been
sooner terminated.




          (b) Duration of Offering Period. Each Offering Period shall be of such duration (not to
exceed 27 months) as shall be determined by the Plan Administrator prior to the beginning of such
Offering Period. Unless the Plan Administrator determines otherwise before the beginning of the
Offering Period, Offering Periods shall commence at six-month intervals on each January 1 and July
1 (or the next business day, if such date is not a business day) over the term of the Plan, and
each Offering Period shall last for 6 months, ending on June 30 or December 31, as the case may be
(or the immediately preceding business day, if such date is not a business day). Accordingly,
unless determined otherwise by the Plan Administrator, two separate Offering Periods shall commence
in each calendar year during which the Plan remains in existence. However, if the Effective Date
is later than January 1, 2011, the initial Offering Period shall commence Date on such date as the
Plan Administrator determines, in its sole discretion, and terminate on June 30, 2011 or such other
date as the Plan Administrator determines, in its sole discretion.




          (c) Purchase Intervals. Each Offering Period shall consist of a series of one or more
successive Purchase Intervals. Unless the Plan Administrator determines otherwise, Purchase
Intervals shall have a duration of six months each and coincide with the Offering Periods.




          (d) Plan Administrator Discretion. Notwithstanding the foregoing, the Plan Administrator may
establish shorter, longer or overlapping Offering Periods and/or different Purchase Intervals,
before the beginning of the applicable Offering Period, as the Plan Administrator deems
appropriate.




     6. ELIGIBILITY



          (a) Commencement of Participation. Each individual who is an Eligible Employee on the start
date of any Offering Period under the Plan may enter that Offering Period on such start date
provided that such Eligible Employee timely fulfills any requirements for enrollment as may be
established by the Plan Administrator. However, an Eligible Employee may participate in only one
Offering Period at a time.




          (b) Limitation on Participation. Under no circumstances shall purchase rights be granted
under the Plan to any Eligible Employee if such individual would, immediately after the grant, own
(within the meaning of section 424(d) of the Code) or hold outstanding options or






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other rights to purchase, stock possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company or any Company Affiliate.




          (c) Enrollment Forms. Except as otherwise provided in Section 6(a) above, in order to
participate in the Plan for a particular Offering Period, an Eligible Employee must complete an
enrollment form prescribed by the Plan Administrator (including a stock purchase agreement and a
payroll deduction authorization) and file such forms with the Plan Administrator (or its designate)
at such time on or before the beginning of that Offering Period, as determined by the Plan
Administrator.




     7. PAYROLL DEDUCTIONS



          (a) Elections. The payroll deduction authorized by the Participant for purposes of acquiring
shares of Common Stock during an Offering Period may be any multiple of 1% of the Cash Compensation
paid to the Participant during each Purchase Interval within that Offering Period, up to a maximum
of 10% of Cash Compensation. The deduction rate so authorized shall continue in effect throughout
the Offering Period, except to the extent such rate is changed in accordance with rules and
procedures established from time to time by the Plan Administrator. The Plan Administrator shall
establish rules and procedures, in its discretion, from time to time regarding elections to
authorize payroll deductions, changes in such elections, and withdrawals from employee accounts.




          (b) Commencement. Payroll deductions shall begin on the first pay day as of which
commencement is administratively feasible following the beginning of the Offering Period and shall
(unless sooner terminated by the Participant) continue through the pay day ending with or
immediately prior to the last day of that Offering Period. The amounts so collected shall be
credited to a book account established on the Company’s records for the Participant, but no
interest shall be paid on the balance from time to time outstanding in such account. The amounts
collected from the Participant shall not be required to be held in any segregated account or trust
fund and may be commingled with the general assets of the Company and used for general corporate
purposes.




          (c) Cessation of Payroll Deductions. Payroll deductions shall automatically cease upon the
termination of the Participant’s purchase right in accordance with the Plan.




          (d) No Requirement to Purchase. The Participant’s acquisition of Common Stock under the Plan
on any Purchase Date shall neither limit nor require the Participant’s acquisition of Common Stock
on any subsequent Purchase Date, whether within the same or a different Offering Period.




          (e) Other Forms of Contributions. Unless the Plan Administrator determines otherwise,
contributions under the Plan shall be made only through payroll deductions.







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     8. PURCHASE RIGHTS



          (a) Grant of Purchase Rights. A Participant shall be granted a separate purchase right for
each Offering Period in which he or she is enrolled. The purchase right shall be granted on the
first day of the Offering Period to each enrolled Eligible Employee and shall provide the
Participant with the right to purchase shares of Common Stock during that Offering Period, up to
the per-Participant maximum number of shares specified by the Plan Administrator before the
commencement of the Offering Period, upon the terms set forth below. The Participant shall execute
a stock purchase agreement embodying such terms and such other provisions (not inconsistent with
the Plan) as the Plan Administrator may deem advisable. All Participants granted purchase rights
under the Plan for an Offering Period shall have the same rights and privileges with respect to
such purchase rights.




          (b) Exercise of the Purchase Right. Each purchase right shall be automatically exercised in
installments on each successive Purchase Date within the Offering Period, and shares of Common
Stock shall accordingly be purchased on behalf of each Participant on each such Purchase Date. The
purchase shall be effected by applying the Participant’s accumulated payroll deductions (or, to the
extent applicable, his or her lump sum contribution) for the Purchase Interval ending on the
Purchase Date to the purchase of whole (and, if permitted by the Plan Administrator, fractional)
shares of Common Stock at the purchase price in effect for the Participant for that Purchase Date,
subject to applicable limitations on the number of shares of Common Stock that may be purchased.




          (c) Purchase Price. Unless the Plan Administrator determines otherwise prior to the beginning
of the Offering Period, the purchase price per share at which Common Stock will be purchased on the
Participant’s behalf on each Purchase Date within the Offering Period in which he or she is
enrolled shall be equal to 85% of the lower of (i) the Fair Market Value per share of Common Stock
on the first day of that Offering Period or (ii) the Fair Market Value per share of Common Stock on
the Purchase Date. The Plan Administrator may establish a different purchase price per share
before the commencement of the applicable Offering Period, but such purchase price shall in no
event be lower than the purchase price specified above.




          (d) Number of Purchasable Shares. The maximum number of shares of Common Stock purchasable by
any Participant during each Offering Period shall be established by the Plan Administrator prior to
the commencement of the Offering Period, subject to adjustment as described in Section 4(b) and the
accrual limitations specified in Article 9. The Plan Administrator shall have the discretionary
authority, exercisable prior to the start of any Offering Period, to increase or decrease the
per-Participant limitation to be in effect for the number of shares that may be purchased during
the Offering Period.




          (e) Excess Payroll Deductions. If the Plan Administrator does not permit the purchase of
fractional shares on a Purchase Date, then any payroll deductions that are not applied to the
purchase of shares of Common Stock on the Purchase Date because they are not sufficient to purchase
a whole share of Common Stock shall be held for the purchase of Common Stock on the next Purchase
Date. However, any payroll deductions not applied to the purchase of Common Stock on the Purchase
Date by reason of the limitation on the maximum number of






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shares purchasable per Participant or the accrual limitations specified in Article 9 shall be
promptly refunded.




          (f) Suspension of Payroll Deductions. In the event that a Participant is, by reason of the
accrual limitations in Article 9, precluded from purchasing additional shares of Common Stock on
one or more Purchase Dates during an Offering Period, then no further payroll deductions shall be
collected from such Participant with respect to those Purchase Dates. The suspension of such
deductions shall not terminate the Participant’s purchase right for the Offering Period in which he
or she is enrolled. The Plan Administrator shall determine, in this circumstance, whether the
Participant will be required to re-enroll in a subsequent Offering Period in order to continue
participation in the Plan or whether payroll deductions shall automatically resume on behalf of
such Participant when he or she is again able to purchase shares during that Offering Period or a
subsequent Offering Period in compliance with the accrual limitations of Article 9.




          (g) Termination of Purchase Right. The following provisions shall govern the termination of
outstanding purchase rights:





          (i) If a Participant ceases to be an Eligible Employee for any reason
(including death, disability or change in status) while his or her purchase right
remains outstanding, the Participant’s purchase right shall immediately terminate,
and all of the Participant’s payroll deductions for the Purchase Interval in which
the purchase right so terminates shall be immediately refunded to the Participant.




          (ii) If a Participant ceases to remain in active service by reason of an
approved unpaid leave of absence, then the Participant shall have the right,
exercisable up until the last business day of the Purchase Interval in which such
leave commences, to (A) withdraw all the payroll deductions collected to date on his
or her behalf for that Purchase Interval or (B) have such funds held for the
purchase of shares on his or her behalf on the next scheduled Purchase Date. Upon
the Participant’s return to active service (x) within three (3) months following the
commencement of such leave or (y) prior to the expiration of any longer period for
which such Participant has a right to reemployment with the Corporation provided by
statute or contract, his or her payroll deductions under the Plan shall
automatically resume at the rate in effect at the time the leave began, unless the
Participant withdraws from the Plan prior to his or her return. An individual who
returns to active employment following a leave of absence that exceeds in duration
the applicable (x) or (y) time period will be treated as a new Eligible Employee for
purposes of subsequent participation in the Plan and must accordingly re-enroll in
the Plan (by making a timely filing of the prescribed enrollment forms) on or before
his or her scheduled start date into the applicable Offering Period.



          (h) Change of Control. Unless the Plan Administrator determines otherwise, immediately prior
to the effective date of any Change of Control, each outstanding purchase






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right shall automatically be exercised by applying the payroll deductions of each Participant
for the Purchase Interval in which the Change of Control occurs to the purchase of shares of Common
Stock at a purchase price per share equal to (unless the Plan Administrator determines otherwise
prior to the beginning of the particular Offering Period) 85% of the lower of (i) the Fair Market
Value per share of Common Stock on the first day of the Offering Period in which such Participant
is enrolled at the time of the Change of Control or (ii) the Fair Market Value per share of Common
Stock immediately prior to the effective date of the Change of Control. The applicable limitation
on the number of shares of Common Stock purchasable per Participant shall continue to apply to any
such purchase. The Company shall use its best efforts to provide at least ten days’ prior written
notice of the occurrence of any Change of Control, and Participants shall, following the receipt of
such notice, have the right to terminate their outstanding purchase rights prior to the effective
date of the Change of Control.




          (i) Proration of Purchase Rights. If the total number of shares of Common Stock to be
purchased pursuant to outstanding purchase rights on any particular date exceeds the number of
shares then available for issuance under the Plan, the Plan Administrator shall make a pro-rata
allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate purchase price payable for
the Common Stock pro-rated to such Participant, shall be refunded.




          (j) Assignability. A purchase right shall be exercisable only by the Participant and shall
not be assignable or transferable by the Participant.




          (k) Stockholder Rights. A Participant shall have no stockholder rights with respect to the
shares subject to his or her outstanding purchase right until the shares are purchased on the
Participant’s behalf in accordance with the provisions of the Plan and the Participant has become a
holder of record of the purchased shares.




          (l) ESPP Brokerage Account. The shares of Common Stock purchased on behalf of each
Participant shall be deposited directly into a brokerage account which the Company shall establish
for the Participant at a Company-designated brokerage firm. The account will be known as the ESPP
Brokerage Account. Unless determined otherwise by the Plan Administrator, the deposited shares
shall not be transferable (either electronically or in certificate form) from the ESPP Brokerage
Account prior to their sale or other disposition by the Participant and all sales of such shares of
Common Stock must be effectuated through the Company-designated brokerage firm. Such restriction
on transfers shall apply both to transfers to different accounts with the same ESPP broker and to
transfers to other brokerage firms. The foregoing procedures shall not in any way limit when the
Participant may sell his or her shares. Those procedures are designed solely to assure that any
sale of shares purchased under the Plan is timely reported to the Company to enable the Company to
comply with applicable laws. The foregoing procedures shall apply to all shares purchased by the
Participant under the Plan, whether or not the Participant continues in employee status.







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     9. ACCRUAL LIMITATIONS



          (a) Dollar Limitation. No Participant shall be entitled to accrue rights to acquire Common
Stock pursuant to any purchase right outstanding under this Plan if and to the extent that such
accrual, when aggregated with (i) rights to purchase Common Stock accrued under any other purchase
right granted under this Plan and (ii) similar rights accrued under other employee stock purchase
plans (within the meaning of Code section 423) of the Company or any Company Affiliate, would
otherwise permit the Participant to purchase stock of the Company or any Company Affiliate at a
rate that exceeds $25,000 in Fair Market Value (determined on the basis of the Fair Market Value
per share on the date or dates such rights are granted) for each calendar year in which such rights
are at any time outstanding.




          (b) Application of Dollar Limitation. For purposes of applying such accrual limitations to
the purchase rights granted under the Plan, the right to acquire Common Stock under each
outstanding purchase right shall accrue in a series of installments on each successive Purchase
Date during the Offering Period in which such right remains outstanding. The accrual limitations
described herein shall be interpreted and applied consistent with the requirements of Code section
423(b)(8), or any successor provision, and the Treasury Regulations thereunder.




          (c) Refund. If by reason of such accrual limitations, any purchase right of a Participant
does not accrue for a particular Purchase Interval, then the payroll deductions that the
Participant made during that Purchase Interval with respect to such purchase right shall be
promptly refunded.




          (d) Conflict. In the event there is any conflict between the provisions of this Article and
one or more provisions of the Plan or any instrument issued thereunder, the provisions of this
Article shall be controlling.




     10. EFFECTIVE DATE AND TERM OF THE PLAN



          (a) Effective Date. The Plan was adopted by the Board on [November 22, 2010], and shall
become effective on the Effective Date, provided that no purchase rights granted under the Plan
shall be exercised, and no shares of Common Stock shall be purchased hereunder, until (i) the Plan
shall have been approved by the stockholders of the Company and (ii) the Company shall have
complied with all applicable requirements of the 1933 Act (including the registration of the shares
of Common Stock issuable under the Plan on a Form S-8 registration statement filed with the
Securities and Exchange Commission), all applicable listing requirements of any stock exchange on
which the Common Stock is listed for trading and all other applicable requirements established by
law or regulation have been met. In the event such stockholder approval is not obtained, or such
compliance is not effected, within 12 months after the date on which the Plan is adopted by the
Board, the Plan shall terminate and have no further force or effect, and all sums collected from
Participants during the initial Offering Period (if such Offering Period commences at the Effective
Date) hereunder shall be refunded.




          (b) Term. Unless sooner terminated by the Board, the Plan shall terminate upon the earlier of
(i) the date on which all shares available for issuance under the Plan shall have been






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sold pursuant to purchase rights exercised under the Plan or (ii) the date on which all
purchase rights are exercised in connection with a Change of Control. No further purchase rights
shall be granted or exercised, and no further payroll deductions shall be collected, under the Plan
following such termination.




     11. AMENDMENT AND TERMINATION



          (a) Amendment; Termination. The Board may alter, amend, suspend or terminate the Plan at any
time, to become effective immediately following the close of any Purchase Interval. In the event
of Plan termination, any outstanding payroll deductions that are not used to purchase Common Stock
on a Purchase Date pursuant to the Plan shall be refunded to such Participants as soon as
administratively possible.




          (b) Stockholder Approval. In no event may the Board effect any amendments to the Plan without
the approval of the Company’s stockholders if the approval of any such amendment by the
stockholders of the Company is required by section 423 of the Code or applicable stock exchange
rules.




     12. GENERAL PROVISIONS




          (a) Death; Beneficiary. In the event of the death of a Participant, the Company shall
deliver any cash held for the benefit of the Participant to the executor or administrator of the
estate of the Participant.



          (b) Expenses. All costs and expenses incurred in the administration of the Plan shall be paid
by the Company; however, each Plan Participant shall bear all costs and expenses incurred by such
individual in the sale or other disposition of any shares purchased under the Plan.




          (c) No Right of Employment. Nothing in the Plan shall confer upon the Participant any right
to continue in the employ of the Company or any Company Affiliate or interfere with or otherwise
restrict in any way the rights of the Company (or any Company Affiliate) or of the Participant,
which rights are hereby expressly reserved by each, to terminate such person’s employment at any
time for any reason, with or without cause.





          (d) Withholding. If and to the extent that any stock purchases or sales under this Plan are
subject to federal, state or local taxes, the Company is authorized to withhold all applicable
taxes from shares issuable under the Plan or from other compensation payable to the Participant.




          (e) Transferability. Neither payroll deductions credited to a Participant nor any rights
with regard to the exercise of a purchase right under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will or the laws of descent and
distribution) by the Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act as an election to
withdraw funds from a Purchase Period.



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          (f) Voting. The Participant shall have no voting rights in shares that he or she may
purchase pursuant to Section 8(d) until such shares of Common Stock have actually been purchased
by the Participant.




          (g) Use of Funds. All payroll deductions received or held by the Company under the Plan may
be used by the Company for any corporate purpose, and the Company shall not be obligated to
segregate such payroll deductions.



          (h) Governing Law. The validity, construction, interpretation and effect of the Plan shall be
governed and construed by and determined in accordance with the laws of the State of Delaware,
without giving effect to the conflict of laws provisions thereof.






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Schedule A




Participating Employers



GAIN Capital Holdings, Inc.


GAIN Holdings, LLC


GCAM, LLC


GAIN Capital Holdings International, LLC


GAIN Capital Group, LLC


S.I. Bruce Financial Corporation


GAIN Capital Securities, Inc.




A-1