exv10w8




EXHIBIT 10.8




[Performance Vesting]




GAIN CAPITAL HOLDINGS, INC.

2010 OMNIBUS INCENTIVE COMPENSATION PLAN




RESTRICTED STOCK UNIT AGREEMENT



     This RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of __________ ___, 20__ (the
“Date of Grant”), is delivered by GAIN Capital Holdings, Inc. (the “Company”) to _______________
(the “Grantee”).



RECITALS




     A. The GAIN Capital Holdings, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”)
provides for the grant of awards in the form of stock units with respect to shares of common stock
of the Company (“Company Stock”). The Board of Directors of the Company (the “Board”) has decided
to make a restricted stock unit grant as an inducement for the Grantee to promote the best
interests of the Company and its stockholders. A copy of the Plan is available on the Company’s
intranet site at http://intranet/default.aspx.



     B. The Board is authorized to appoint a committee to administer the Plan. If a committee is
appointed, all references in this Agreement to the “Board” shall be deemed to refer to the
committee.



     NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as
follows:


1. Grant of Restricted Stock Units.




     Subject to the terms and conditions set forth in this Agreement and the Plan, the Company
hereby grants the Grantee _______ stock units, subject to the restrictions set forth below and in
the Plan (the “Restricted Stock Units”).


2. Restricted Stock Unit Account.




     Restricted Stock Units represent hypothetical shares of Company Stock, and not actual shares
of Company Stock. Each Restricted Stock Unit is equivalent in value to one share of Company Stock
and shall represent the Company’s commitment to issue one share of Company Stock at a future date,
subject to the terms of the Agreement and the Plan. The Company shall establish and maintain a
bookkeeping account on its records, and shall record in such account the number of Restricted Stock
Units granted to the Grantee. No shares of Company Stock shall be issued to the Grantee at the
time the Restricted Stock Units are granted, and the Grantee shall not be, nor have any of the
rights or privileges of, a stockholder of the Company with respect to any Restricted Stock Units
recorded in the account. The Grantee shall not have the right to receive any dividends or other
distributions with respect to Restricted Stock Units. The Grantee shall not have any interest in
any fund or specific assets of the Company by reason of the grant of Restricted Stock Units or the
Restricted Stock Unit account established for the Grantee.



 









 




3. Vesting of Restricted Stock Units.




     (a) The Restricted Stock Units shall be subject to forfeiture until the Restricted Stock Units
vest. The Restricted Stock Units shall vest, if the performance goals set forth on Exhibit
A are met for the designated performance period, and if the Grantee continues to be employed
by, or provide service to, the Employer (as defined in the Plan) from the Date of Grant until the
end of the designated performance period.



     (b) If the Grantee’s employment or service with the Employer is terminated coincident with or
within one year following a Change of Control (as defined in the Plan) either by the Grantee for
Good Reason or by the Company or its successor other than for Cause (as defined in the Plan), death
or Disability (as defined in the Plan), the Restricted Stock Units, to the extent that they have
not yet become fully vested as of the date of such employment or service termination will
immediately become 100% vested. As used herein, “Good Reason” means that, without the Grantee’s
consent, any of the following has occurred: (i) a material diminution in the Grantee’s authority,
duties or responsibilities; (ii) a material diminution in the Grantee’s base salary; or (iii) any
action or inaction by the Company or its successor that constitutes a material breach by the
Company or its successor of its obligations under an employment agreement then in effect between
the Company or its successor and the Grantee.



     (c) After the Restricted Stock Units vest in accordance with subsection (a) or (b) above, the
Grantee shall receive payment in settlement of such vested Restricted Stock Units, as described in
Section 5 below.


4. Termination of Restricted Stock Units.




     (a) Except as provided above, if the Grantee ceases to be employed by, or provide service to,
the Employer for any reason before the Restricted Stock Units become vested, any Restricted Stock
Units that have not yet vested shall automatically terminate and shall be forfeited as of the date
on which the Grantee ceases to be employed by, or provide service to, the Employer.



     (b) If the performance goals are not met, the Restricted Stock Units that have not earlier
vested shall be forfeited as of the last day of the applicable period by which satisfaction of the
performance goals is measured or as of such earlier date as may be specified on Exhibit A
with respect to one or more performance goals.



     (c) No payment shall be made with respect to any unvested Restricted Stock Units that are
forfeited as described in this Section 4.


5. Settlement of Restricted Stock Units.




     (a) [Unless a valid election is made pursuant to Section 6 below, the][The] Grantee shall
receive payment, subject to satisfaction of the Grantee’s tax withholding obligations as described
below, with respect to such vested Restricted Stock Units in the form of shares of Company Stock on
the date that the Restricted Stock Units become vested and nonforfeitable. However, if a scheduled
issuance date falls on a Saturday, Sunday or federal



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holiday, such issuance date shall instead fall on the next following day that the principal
executive offices of the Company are open for business. The Grantee is not required to make any
monetary payment (other than applicable tax withholding, if required) as a condition to settlement
and payment of the Restricted Stock Units. The Company will issue to the Grantee, in settlement of
the Grantee’s vested Restricted Stock Units and subject to the provisions of subsection 5(c) below,
the number of whole shares of Company Stock that equals the number of whole Restricted Stock Units
that become vested, and such vested Restricted Stock Units will terminate and cease to be
outstanding upon such issuance of the shares. Upon issuance of such shares, the Company will
determine the form of delivery (e.g., a stock certificate or electronic entry evidencing such
shares) and may deliver such shares on the Grantee’s behalf electronically to the Company’s
designated stock plan administrator or such other broker-dealer as the Company may choose at its
sole discretion, within reason.




     (b) Notwithstanding the foregoing, in the event that (i) the Grantee is subject to the
Company’s policy permitting officers and directors to sell shares only during certain “window”
periods, in effect from time to time or the Grantee is otherwise prohibited from selling shares of
Company Stock in the public market and any shares covered by the Grantee’s Restricted Stock Units
are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during
an open “window period” applicable to the Grantee, as determined by the Company in accordance with
such policy, or does not occur on a date when the Grantee is otherwise permitted to sell shares of
Company Stock in the open market, and (ii) the Company elects not to satisfy its tax withholding
obligations by withholding shares from the Grantee’s distribution, then such shares shall not be
issued and delivered on such Original Distribution Date and shall instead be issued and delivered
on the first business day of the next occurring open “window period” applicable to the Grantee
pursuant to such policy (regardless of whether the Grantee is still providing continuous services
at such time) or the next business day when the Grantee is not prohibited from selling shares of
Company Stock in the open market, but in no event later than the fifteenth day of the third
calendar month of the calendar year following the calendar year in which the Original Distribution
Date occurs. In all cases, the issuance and delivery of shares under this Agreement is intended to
comply with Treas. Reg. § 1.409A-1(b)(4) and shall be construed and administered in such a manner.
Notwithstanding anything in the Plan to the contrary, in no event shall the Board exercise its
discretion to accelerate the payment or settlement of the Restricted Stock Units where such payment
or settlement constitutes deferred compensation within the meaning of section 409A of the Code
unless, and solely to the extent that, such accelerated payment or settlement is permissible under
Treas. Reg. § 1.409A-3(j)(4) or any successor provision.



     (c) All obligations of the Company under this Agreement shall be subject to the rights of the
Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if
applicable. On or before the time the Grantee receives a distribution of the shares
subject to the Grantee’s Restricted Stock Units, or at any time thereafter as requested by the
Company, the Grantee hereby authorizes any required withholding from the Company Stock issuable to
the Grantee and/or otherwise agrees to make adequate provision in cash for any sums required to
satisfy the federal, state, local and foreign tax withholding obligations of the Employer which
arise in connection with the Grantee’s Restricted Stock Units (the “Withholding Taxes”).
Additionally, the Company may, in its sole discretion, satisfy all or any



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portion of the Withholding Taxes obligation relating to the Grantee’s Restricted Stock Units by any of the
following means or by a combination of such means: (i) withholding from any compensation otherwise
payable to the Grantee by the Employer; (ii) causing the Grantee to tender a cash payment; (iii)
permitting the Grantee to enter into a “same day sale” commitment with a broker-dealer that is a
member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Grantee
irrevocably elects to sell a portion of the shares to be delivered under the Agreement to satisfy
the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds
necessary to satisfy the Withholding Taxes directly to the Company; or (iv) withholding shares of
Company Stock from the shares of Company Stock issued or otherwise issuable to the Grantee in
connection with the Restricted Stock Units with a Fair Market Value (measured as of the date shares
of Company Stock are issued to the Grantee pursuant to this Section 5) equal to the amount of such
Withholding Taxes; provided, however, that the number of such shares of Company Stock so withheld
shall not exceed the amount necessary to satisfy the Employer’s required tax withholding
obligations using the minimum statutory withholding rates for federal, state, local and foreign tax
purposes, including payroll taxes, that are applicable to supplemental taxable income. Unless the
tax withholding obligations of the Employer are satisfied, the Company shall have no obligation to
deliver to the Grantee any Company Stock. In the event the Employer’s obligation to withhold
arises prior to the delivery to the Grantee of Company Stock or it is determined after the delivery
of Company Stock to the Grantee that the amount of the Employer’s withholding obligation was
greater than the amount withheld by the Company, the Grantee agrees to indemnify and hold the
Employer harmless from any failure by the Company to withhold the proper amount.




     (d) The obligation of the Company to deliver Company Stock shall be subject to the condition
that if at any time the Board shall determine in its discretion that the listing, registration or
qualification of the shares upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or desirable as a condition
of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may
not be issued in whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not acceptable to the Board.
The issuance of shares of Company Stock to the Grantee pursuant to this Agreement is subject to any
applicable taxes and other laws or regulations of the United States or of any state having
jurisdiction thereof.


6. [Optional] Deferrals. The Grantee may make an irrevocable election to defer settlement
and payment of any of the vested Restricted Stock Units to a date that occurs after the Payment
Date (the “Deferred Date”) by completing the deferral election form provided to the Grantee by the
Board, in such form as the Board may prescribe; provided that, (a) the election must be made at
least twelve (12) months prior to the originally scheduled Payment Date; (b) the election may not
take effect until at least twelve (12) months after the date on which the election is made; and (c)
the payment with respect to which such election is made must be deferred for a period of not less
than five (5) years from the originally scheduled Payment Date. The Board may prescribe
limitations with respect to elections under this Section 6 as it deems necessary or appropriate,
subject to the requirements of section 409A of the Code.







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7. Change of Control. The provisions of the Plan applicable to a Change of Control shall
apply to the Restricted Stock Units, and, in the event of a Change of Control, the Board may take
such actions as it deems appropriate pursuant to the Plan, consistent with the requirements of
section 409A of the Code, if applicable.



8. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of
which are incorporated herein by reference, and in all respects shall be interpreted in accordance
with the Plan. The grant and payment of the Restricted Stock Units are subject to interpretations,
regulations and determinations concerning the Plan established from time to time by the Board in
accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to
(a) rights and obligations with respect to withholding taxes, (b) the registration, qualification
or listing of the shares issued under the Plan, (c) changes in capitalization of the Company and
(d) other requirements of applicable law. The Board shall have the authority to interpret and
construe the Restricted Stock Units pursuant to the terms of the Plan, and its decisions shall be
conclusive as to any questions arising hereunder.



9. No Employment or Other Rights. The grant of the Restricted Stock Units shall not confer
upon the Grantee any right to be retained by or in the employ or service of the Employer and shall
not interfere in any way with the right of the Employer to terminate the Grantee’s employment or
service at any time. The right of the Employer to terminate at will the Grantee’s employment or
service at any time for any reason is specifically reserved.



10. No Stockholder Rights. Neither the Grantee, nor any person entitled to receive payment
in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder
with respect to shares of Company Stock, until certificates for shares have been issued upon
payment of Restricted Stock Units, if applicable.



11. Assignment and Transfers. The rights and interests of the Grantee under this Agreement
may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of
the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by
the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Restricted Stock
Units or any right hereunder, except as provided for in this Agreement, or in the event of the levy
or any attachment, execution or similar process upon the rights or interests hereby conferred, the
Company may terminate the Restricted Stock Units by notice to the Grantee, and the Restricted Stock
Units and all rights hereunder shall thereupon become null and void. The rights and protections of
the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s
parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the
Grantee’s consent.



12. Applicable Law. The validity, construction, interpretation and effect of this
instrument shall be governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to the conflicts of laws provisions thereof.



13. Section 409A of the Code. This Agreement and the Restricted Stock Units granted
hereunder are intended to fit within the “short-term deferral” exemption from section 409A of the
Code as set forth in Treas. Reg. § 1.409A-1(b)(4). In administering this Agreement, the
Company shall interpret this Agreement in a manner consistent with such exemption.





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Notwithstanding
any provision in this Agreement to the contrary, if at the time of the payment the Company has
securities which are publicly-traded on an established securities market and the Grantee is a
“specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the
commencement of any payments otherwise payable under this Agreement to prevent any accelerated or
additional tax under section 409A of the Code, then the Company will postpone the payment until 10
days after the end of the six-month period following the original payment date. If the Grantee
dies during the postponement period prior to the payment of postponed amount, the amounts withheld
on account of section 409A of the Code shall be paid to the personal representative of the
Grantee’s estate within 60 days after the date of the Grantee’s death. The determination of who is
a specified employee, including the number and identity of persons considered specified employees
and the identification date, shall be made by such Board or its delegate in accordance with the
provisions of sections 416(i) and 409A of the Code. To the extent that any provision of the Plan
would cause a conflict with the requirements of section 409A of the Code, or would cause the
administration of the Plan to fail to satisfy the requirements of section 409A of the Code, such
provision shall be deemed null and void to the extent permitted by applicable law. In no event
shall the Grantee, directly or indirectly, designate the calendar year of payment. This Agreement
may be amended without the consent of the Grantee in any respect deemed by the Board to be
necessary in order to preserve compliance with section 409A of the Code.



14. Notice. Any notice to the Company provided for in this instrument shall be addressed
to the Company in care of the Chief Executive Officer at 135 Route 202/206, Suite 11, Bedminster,
New Jersey 07921, and any notice to the Grantee shall be addressed to such Grantee at the current
address shown on the payroll of the Company, or to such other address as the Grantee may designate
to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in
a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in
a post office regularly maintained by the United States Postal Service.



15. The Company’s Rights. The existence of the Restricted Stock Units shall not affect in
any way the right or power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure
or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures,
preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the
Company Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale
or transfer of all or any part of the Company’s assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.



16. Amendment. This Agreement may be amended from time to time by the Board in its
discretion; provided, however, that this Agreement may not be modified in a manner
that would have a materially adverse effect on the Restricted Stock Units as determined in the
discretion of the Board, except as provided in the Plan or in a written document signed by the
Grantee and the Company.



17. Electronic Delivery of Documents. By signing the Certificate, the Grantee (i) consents
to the electronic delivery of this Agreement, all information with respect to the Plan and the



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Restricted Stock Units, and any reports of the Company provided generally to the Company’s
stockholders; (ii) acknowledges that the Grantee may receive from the Company a paper copy of any
documents delivered electronically at no cost to the Grantee by contacting the Company by telephone
or in writing; (iii) further acknowledges that the Grantee may revoke his or her consent to the
electronic delivery of documents at any time by notifying the Company of such revoked consent by
telephone, postal service or electronic mail; and (iv) further acknowledges that the Grantee
understands that he or she is not required to consent to electronic delivery of documents.



18. Personal Data. For the purpose of implementing, administering and managing the
Restricted Stock Units, the Grantee, by execution of the Certificate, consents to the collection,
receipt, use, retention and transfer, in electronic or other form, of his or her personal data by
and among the Company and its third party vendors or any potential party to any Change of Control
transaction or capital raising transaction involving the Company. The Grantee understands that
personal data (including but not limited to, name, home address, telephone number, employee number,
employment status, social security number, tax identification number, date of birth, nationality,
job and payroll location, data for tax withholding purposes and shares awarded, cancelled, vested
and unvested) may be transferred to third parties assisting in the implementation, administration
and management of the Restricted Stock Units and the Plan and the Grantee expressly authorizes such
transfer as well as the retention, use, and the subsequent transfer of the data by the
recipient(s). The Grantee understands that these recipients may be located in the Grantee’s
country or elsewhere, and that the recipient’s country may have different data privacy laws and
protections than the Grantee’s country. The Grantee understands that data will be held only as
long as is necessary to implement, administer and manage the Restricted Stock Units. The Grantee
understands that he or she may, at any time, request a list with the names and addresses of any
potential recipients of the personal data, view data, request additional information about the
storage and processing of data, require any necessary amendments to data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing the Company’s Secretary. The
Grantee understands, however, that refusing or withdrawing his or her consent may affect his or her
ability to accept a grant of Restricted Stock Units.



19. No Future Entitlement. By execution of the Certificate, the Grantee acknowledges and
agrees that: (i) the grant of the Restricted Stock Units is a one-time benefit which does not
create any contractual or other right to receive future grants of Restricted Stock Units, or
compensation in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted
repeatedly in the past; (ii) all determinations with respect to any such future grants, including,
but not limited to, the times when Restricted Stock Units shall be granted or shall become vested,
the maximum number of shares subject to each grant of Restricted Stock Units, and the purchase
price, if any, will be at the sole discretion of the Board; (iii) the value of the Restricted Stock
Units is an extraordinary item of compensation which is outside the scope of the Grantee’s
employment contract, if any; (iv) the value of the Restricted Stock Units is not part of normal or
expected compensation or salary for any purpose, including, but not limited to, calculating any
termination, severance, resignation, redundancy, end of service payments or similar payments, or
bonuses, long-service awards, pension or retirement benefits; (v) the vesting of the Restricted
Stock Units ceases upon termination of employment with the Company or transfer of






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employment from the Company, or other cessation of eligibility for any reason, except as may
otherwise be explicitly provided in this Agreement; and (vi) no claim or entitlement to
compensation or damages arises if the Restricted Stock Units decrease in value and the Grantee
irrevocably releases the Company from any such claim that does arise.




[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties have executed this Restricted Stock Unit Agreement as of the
Date of Grant.



	 	 	 	 	 
	 	GAIN CAPITAL HOLDINGS, INC.

 	 
	 	By:  	
 	 
	 	 	 	 
	 	 	 	 
	 


I hereby accept the Restricted Stock Units granted pursuant to this Agreement, and I agree to be
bound by the terms of the Plan and this Agreement. I hereby agree that all decisions and
determinations of the Board with respect to the Restricted Stock Units shall be final and binding.




	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Grantee 	 
	 	 	 	 
	 




 









 





Exhibit A




[Insert performance goals]