Knight Capital Group, Inc. 2009 Executive Incentive Plan



 Exhibit 10.1 
 KNIGHT CAPITAL GROUP, INC. 
 2009 EXECUTIVE INCENTIVE PLAN 
 Section 1. Purpose. The purpose of the Knight Capital Group, Inc. 2009 Executive Incentive Plan (this “Plan”) is to
attract, retain and motivate selected executive officers of Knight Capital Group, Inc. (“Knight”) and its subsidiaries and affiliates (together with Knight, and their and its successors and assigns, the
“Company”) in order to promote the Company’s growth and profitability. It is intended that any Bonus (as defined in Section 5(c)) payable under this Plan be considered “performance-based
compensation” within the meaning of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder, and this Plan shall be limited, construed and interpreted
accordingly. 
 Section 2. Administration. 
 (a) General. Subject to Section 2(d), this Plan shall be administered by a committee (the “Committee”) appointed by the Board of Directors of Knight (the
“Board”), whose members shall serve at the pleasure of the Board. The Committee at all times shall be composed of at least two directors of Knight, each of whom is an “outside director” within the meaning of
Section 162(m) of the Code and Treasury Regulation Section 1.162-27(e)(3). Unless otherwise determined by the Board, the Committee shall be the Compensation Committee of the Board; provided, however, that if the Compensation Committee does
not satisfy the requirements set forth in the prior sentence, the Committee shall be the 162(m) Committee (if such committee is then constituted) to the extent necessary for any Bonus payable under this Plan to be considered “performance-based
compensation” within the meaning of Section 162(m) of the Code and the regulations thereunder. 
 (b) Role of the Committee.
The Committee shall have complete control over the administration of this Plan, and shall have the authority in its sole and absolute discretion to: (i) exercise all of the powers granted to it under this Plan, including designating individuals
as participants in this Plan in accordance with Section 4 and establishing the Performance Goals (as defined in Section 5(a)) in accordance with Section 5(a); (ii) construe, interpret and implement this Plan;
(iii) prescribe, amend and rescind rules and regulations relating to this Plan, including rules and regulations governing its own operations; (iv) make all determinations and take all actions necessary or advisable in administering this
Plan (including, without limitation, calculating the size of the Bonus payable to each Participant (as defined in Section 4(a)) and certifying the attainment of the Performance Goals); (v) correct any defect, supply any omission and
reconcile any inconsistency in this Plan; and (vi) amend this Plan to reflect changes in or interpretations of applicable law, rules or regulations. 
 (c) Procedures; Decisions Final. Actions of the Committee shall be made by the vote of a majority of its members. The determination of the Committee on all matters relating to this Plan and any amounts payable
thereunder shall be final, binding and conclusive on all parties. 
 (d) Delegation. The Committee may allocate among its members and
may delegate some or all of its authority or administrative responsibility to such individual or individuals who are not members of the Committee as it shall deem necessary or appropriate; provided, however, the Committee may not
delegate any of its authority or administrative responsibility hereunder if such delegation would cause any Bonus payable under this Plan not to be considered “performance-based compensation” within the meaning of Section 162(m)(4)(C)
of the Code and the regulations thereunder, and any such attempted delegation shall not be effective and shall be void ab initio. 
 (e) No Liability. No member of the Board or the Committee or any employee of the Company (each such person a “Covered Person”) shall have any liability to any person (including, without limitation, any
Participant) for any action taken or omitted to be taken or any determination made in good faith with respect to this Plan, any Award or any Bonus. Each Covered Person shall be indemnified and held harmless by Knight 

  

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against and from any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in
connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under this Plan and against and from
any and all amounts paid by such Covered Person, with Knight’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that
Knight shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once Knight gives notice of its intent to assume the defense, Knight shall have sole control over such defense with counsel of
Knight’s choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further
appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful misconduct. The foregoing right of indemnification shall not be
exclusive of, and shall not be deemed to limit or modify, any other rights of indemnification or the advancement of expenses to which Covered Persons may be entitled under Knight’s Amended and Restated Certificate of Incorporation or Amended
and Restated By-Laws, as a matter of law, or otherwise, or any other power that Knight may have to indemnify such persons or hold them harmless. 
 Section 3. Performance Period. 
 The Committee shall designate the periods (each a “Performance
Period”) with respect to which a Participant may be granted the opportunity to earn one or more payouts to the extent consistent with Treasury Regulation Section 1.162-27(e)(2). The first Performance Period shall commence
January 1, 2009. Unless otherwise determined by the Committee, the Performance Period shall be Knight’s fiscal year. 
 Section 4. Eligibility and Participation. 
 (a) Participants. Prior to the 90th day after the beginning of the
Performance Period, or otherwise in a manner not inconsistent with Treasury Regulation Section 1.162-27(e)(2) (the “Participation Date”), the Committee shall designate those executive officers of the Company who shall
participate in this Plan for each Performance Period (the “Participants”). 
 (b) Changes During a Performance
Period. Except as provided below, the Committee shall have the authority at any time (i) during the Performance Period to remove Participants from this Plan for that Performance Period and (ii) prior to the Participation Date (or
otherwise in a manner not inconsistent with Treasury Regulation Section 1.162-27(e)(2)) to add Participants to this Plan for a particular Performance Period. 
 Section 5. Bonus Amounts. 
 (a) Establishment of Performance Goals and Formula. By the
Participation Date (or otherwise in a manner not inconsistent with Treasury Regulation Section 1.162-27(e)(2)), the Committee shall establish the objective performance goals (the “Performance Goals”) for a Performance
Period in writing while the outcome of the Performance Goals is substantially uncertain. At the same time the Performance Goals are established, the Committee shall prescribe a formula to determine the amount of the bonus which may be payable based
upon the level of attainment of the Performance Goals during the Performance Period (the Participant’s “Award”). 
 (b) Performance Goals. The Performance Goals shall be based on one or more of the following business criteria (either separately or in combination) with regard to Knight (or a subsidiary, division, other operational unit or
administrative department of Knight): 
  

	 	(i)	enterprise value or value creation targets; 

  

	 	(ii)	after-tax or pre-tax profits (including net operating profit after taxes) or net income, including without limitation that attributable to continuing and/or other operations;


  

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	 	(iii)	after-tax or pre-tax margins; 

  

	 	(iv)	revenues; 

  

	 	(v)	operational cash flow or earnings before income tax or other exclusions (including free cash flow, cash flow per share or earnings before interest, taxes, depreciation and
amortization); 

  

	 	(vi)	reduction of, or limiting the level of increase in, all or a portion of the Company’s bank debt or other long-term or short-term public or private debt or other similar
financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee; 

  

	 	(vii)	consummation of debt and equity offerings; 

  

	 	(viii)	equity capital raised; 

  

	 	(ix)	earnings per share, earnings per diluted share or earnings per share from continuing operations; 

  

	 	(x)	return on capital employed (including, without limitation, return on invested capital or return on committed capital), return on revenues, return on assets and return on
stockholders’ equity; 

  

	 	(xi)	market share; 

  

	 	(xii)	the fair market value of the shares of Knight’s Class A common stock, par value $0.01 per share (the “Common Stock”); 

  

	 	(xiii)	the growth in the value of an investment in the Common Stock assuming the reinvestment of dividends; 

  

	 	(xiv)	reduction of, or limiting the level of increase in, all or a portion of controllable expenses or costs or other expenses or costs (including selling, general and administrative
expenses or costs (excluding advertising) as a percentage of sales); 

  

	 	(xv)	economic value added targets based on a cash flow return on investment formula; 

  

	 	(xvi)	customer satisfaction or service measures or indices; 

  

	 	(xvii)	employee satisfaction; 

  

	 	(xviii)	efficiency or productivity measures; 

  

	 	(xix)	asset management (e.g., inventory and receivable levels); 

  

	 	(xx)	compliance goals (e.g., regulatory and legal compliance); or 

  

	 	(xxi)	strategic business objectives, goals or initiatives. 

 In
addition, Performance Goals may be based upon the attainment of specified levels of Company (or subsidiary, division, other operational unit or administrative department of Knight) performance under one or more of the measures described above
relative to the performance of other corporations or the historic performance of the Company and may be combined with cost of capital, assets, invested capital and stockholder equity to form an appropriate measure of performance. To the extent
permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may: (i) designate additional business criteria on which the Performance Goals may be
based or (ii) adjust, modify or amend the aforementioned business criteria. 
 The Performance Goals may incorporate, if and only to the
extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events
or circumstances. To the extent any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect. 
  

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 (c) Committee Discretion to Determine Bonus. Following the completion of each Performance Period,
the Committee shall calculate each Participant’s Award based on the level of attainment of the Performance Goals and the pre-set formula. The Committee has the sole discretion to determine whether all or any portion of a Participant’s
Award shall be paid, and the specific amount, if any, to be paid to each Participant, subject in all cases to the terms, conditions and limits of this Plan. The Committee may, at any time, establish (and, once established, rescind, waive or amend)
additional conditions and terms of payment of Awards (including, but not limited to, the achievement of other financial, strategic or individual goals, which may be objective or subjective) as it may deem desirable in carrying out the purposes of
this Plan. Notwithstanding anything to the contrary in this Plan, the Committee may, in its sole discretion, reduce (but not increase) the Award amount for any Participant for a particular Performance Period at any time prior to the payment of
Awards to Participants pursuant to Section 6. The portion of an Award that the Committee determines to pay to a Participant for a Performance Period, is herein referred to as his or her “Bonus”. 
 (d) Maximum Bonus. Notwithstanding anything to the contrary in Section 5(c), under no circumstances shall the Bonus payable to any
single Participant for any annual Performance Period exceed $15 million. 
 (e) Certification. Following the completion of each
Performance Period and prior to any Bonus payment, the Committee shall certify in writing whether the Performance Goals for the Performance Period have been met and, if they have been met, certify the amount of the applicable Bonus. 
 (f) Termination During a Performance Period. If a Participant’s employment with the Company terminates for any reason before the end of a
Performance Period, the Participant shall not be entitled to any Bonus under this Plan for that Performance Period unless otherwise provided in the terms of the Award or otherwise determined by the Committee in connection with specified terminations
of employment. A Participant who is terminated for gross misconduct after the end of the Performance Period shall forfeit participation in this Plan, and no Bonus shall be payable to such a Participant. 
 Section 6. Payment of Bonus Amount. 
 Each Participant’s Bonus shall be payable by the Company, at the discretion of the Committee,
in cash and/or a Knight equity-based award of equivalent value (provided that in determining the number of shares of Common Stock (whether restricted or unrestricted) that is equivalent to a dollar amount, that dollar amount shall be divided by the
average of the high and low sales price per share of Common Stock on the principal exchange or market on which the Common Stock is then listed for the last preceding date on which there was a sale of such Common Stock on such exchange or market
(with fractional shares being rounded to the nearest whole share)). The cash portion of the Bonus (i) shall be paid by March 15th in the
fiscal year after the fiscal year in which the Performance Period in which they are earned is completed, generally at such time as bonuses are paid by Knight for the relevant fiscal year, but not before the Committee certifies in writing that the
Performance Goals for such Performance Period were met, unless otherwise determined pursuant to Section 7(n) and (ii) shall be paid in U.S. dollars. Any equity-based award shall be granted under a stockholder-approved equity-based
compensation plan subject to such terms and conditions (including vesting requirements) as the Committee and the administrative committee of the plan under which such equity-based award is granted may determine. 
 Subject to approval by the Committee and to any requirements imposed by the Committee in connection with such approval, each Participant may be entitled
to defer receipt, under the terms and conditions of any applicable deferred compensation plan of the Company and the requirements of Section 409A of the Code, of part or all of any payments otherwise due under this Plan. 
 No Participant shall have any right to payment of any amounts under this Plan unless and until the Committee determines (i) the amount of such
Participant’s Bonus, (ii) that such Bonus shall be paid and (iii) the method and timing of its payment. 
  

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 Section 7. General Provisions. 
 (a) Amendment and Termination. The Board or the Committee may at any time and from time to time modify, alter, amend, suspend, discontinue or
terminate this Plan, except that no modification, alteration, amendment, suspension, discontinuation or termination (i) may impair the rights of a Participant under any Award theretofore granted without the Participant’s consent, except
for an amendment made to comply with applicable law, stock exchange rules or accounting rules or (ii) cause an Award not to be deductible under, or to cease to be deductible under, Section 162(m) of the Code. In addition, no amendment that
would require stockholder approval under applicable law (including, without limitation, in order for any Bonus paid pursuant to this Plan to constitute “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the
Code) or stock exchange rules shall be effective without the approval of the stockholders of Knight as required by such law (including, without limitation, Section 162(m) of the Code and the regulations thereunder) or stock exchange rules.

 (b) Nonassignability. No rights of any Participant under this Plan may be sold, exchanged, transferred, assigned, pledged,
hypothecated or otherwise disposed of (including through the use of any cash-settled instrument), either voluntarily or involuntarily by operation of law, other than by will or by the laws of descent and distribution. Any sale, exchange, transfer,
assignment, pledge, hypothecation or other disposition in violation of the provisions of this Section 7(b) shall be void and shall not be recognized or given effect by the Company. 
 (c) Plan Creates No Employment Rights. Nothing in this Plan shall confer upon any Participant the right to continue in the employ of the Company
for the Performance Period or thereafter or affect any right which the Company may have to terminate such employment. 
 (d) Choice of
Forum. 
 (1) Jurisdiction. The Company and each Participant, as a condition to such Participant’s participation in this
Plan, hereby irrevocably submit to the exclusive jurisdiction of any state or federal court of appropriate jurisdiction located in Newark, New Jersey over any suit, action or proceeding arising out of or relating to or concerning this Plan that is
not otherwise arbitrated or resolved according to Section 7(e). The Company and each Participant, as a condition to such Participant’s participation in this Plan, acknowledge that the forum designated by this
Section 7(d) has a reasonable relation to this Plan and to the relationship between such Participant and the Company. Notwithstanding the foregoing, nothing herein shall preclude the Company from bringing any action or proceeding in any
other court for the purpose of enforcing the provisions of Section 7(d). 
 (2) Acceptance of Jurisdiction. The
agreement by the Company and each Participant as to forum is independent of the law that may be applied in the action, and the Company and each Participant, as a condition to such Participant’s participation in this Plan, (i) agree to such
forum even if the forum may under applicable law choose to apply non-forum law, (ii) hereby waive, to the fullest extent permitted by applicable law, any objection which the Company or such Participant now or hereafter may have to personal
jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 7(d)(1), (iii) undertake not to commence any suit, action or proceeding arising out of or relating to or concerning
this Plan in any forum other than the forum described in this Section 7(d) and (iv) agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any
such court shall be conclusive and binding upon the Company and each Participant. 
 (3) Service of Process. Each Participant, as a
condition to such Participant’s participation in this Plan, hereby irrevocably appoints the General Counsel of Knight as such Participant’s agent for service of process in connection with any action, suit or proceeding arising out of or
relating to or concerning this Plan that is not otherwise arbitrated or resolved according to Section 7(e), who shall promptly advise such Participant of any such service of process. 
  

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 (4) Confidentiality. Each Participant, as a condition to such Participant’s participation in
this Plan, agrees to keep confidential the existence of, and any information concerning, a dispute, controversy or claim described in this Section 7(d), except that a Participant may disclose information concerning such dispute,
controversy or claim to the arbitrator or court that is considering such dispute, controversy or claim or to such Participant’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the
prosecution or defense of the dispute, controversy or claim). 
 (e) Dispute Resolution. Subject to the provisions of
Section 7(d), any dispute, controversy or claim between the Company and a Participant, arising out of or relating to or concerning this Plan or any Award shall be finally settled by binding arbitration in Newark, New Jersey before, and
in accordance with the rules then obtaining of, The Nasdaq Stock Market, Inc. (“Nasdaq”) or, if Nasdaq declines to arbitrate the matter (or if the matter otherwise is not arbitrable by it), the American Arbitration
Association (the “AAA”) in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by a Participant must first be submitted to the Committee in accordance with claims
procedures determined by the Committee. 
 (f) Governing Law. All rights and obligations under this Plan shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws. 
 (g) Tax
Withholding. In connection with any payments to a Participant or other event under this Plan that gives rise to a federal, state, local or other tax withholding obligation relating to this Plan (including, without limitation, FICA tax),
(i) the Company may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to such Participant whether or not pursuant to this Plan or (ii) the Committee shall be entitled to require that such Participant
remit cash (through payroll deduction or otherwise), in each case in an amount sufficient in the opinion of the Company to satisfy the amount required by law to be withheld. 
 (h) Severability. If any of the provisions of this Plan is finally held to be invalid, illegal or unenforceable (whether in whole or in part),
such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby. 
 (i) No Third Party Beneficiaries. This Plan shall not confer on any person other than the Company and any Participant any rights or remedies
hereunder. 
 (j) Successors and Assigns. The terms of this Plan shall be binding upon and inure to the benefit of the Company and its
successors and assigns and each permitted successor or assign of each Participant as provided in Section 7(b). 
 (k) Plan
Headings. The headings in this Plan are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof. 
 (l) Construction. In the construction of this Plan, the singular shall include the plural, and vice versa, in all cases where such meanings would be appropriate. 
 (m) Plan Subject to Stockholder Approval. This Plan is adopted subject to the approval of the stockholders of Knight at the 2009 Annual Meeting of
Stockholders in accordance with Section 162(m)(4)(C) of the Code and Treasury Regulation Section 1.162-27(e)(4), and no Bonus shall be payable hereunder absent such stockholder approval. 
 (n) Section 409A of the Code. The Company intends that Bonus payments under this Plan shall be exempt from Section 409A of the Code as
short-term deferrals and shall not constitute “deferred compensation” within the meaning of Section 409A of the Code (absent a valid deferral election under the terms of another plan or arrangement maintained by the Company). This
Plan shall be interpreted, construed and administered in accordance with the foregoing intent, so as to avoid the imposition of taxes and penalties on Participants pursuant 

  

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to Section 409A of the Code. The Company shall have no liability to any Participant or otherwise if this Plan or any Bonus paid or payable hereunder is
subject to the additional tax and penalties under Section 409A of the Code. 
 (o) No Funding. The Company shall be under no
obligation to fund or set aside amounts to pay obligations under this Plan. Participants shall have no rights to any amounts under this Plan other than as a general unsecured creditor of the Company. 
 (p) No Rights to Other Payments; No Limitation on Other Payments. The provisions of this Plan provide no right or eligibility to a Participant to
any other payouts from the Company under any other alternative plans, schemes, arrangements or contracts the Company may have with any employees or group of employees of the Company. Nothing in this Plan shall preclude or limit the ability of the
Company to pay any compensation to a Participant under any other plan or compensatory arrangement whether or not in effect on the date this Plan was adopted. 
 (q) No Effect on Benefits. Awards and payments under this Plan shall constitute special discretionary incentive payments to the Participants and shall not be required to be taken into account in computing the
amount of salary or compensation of the Participants for the purpose of determining any contributions to or any benefits under any pension, retirement, profit-sharing, bonus, life insurance, severance or other benefit plan of the Company or under
any agreement with a Participant, unless the Company or such other arrangement specifically provides otherwise. 
 (r) Term of Plan.
This Plan shall continue until suspended, discontinued or terminated by the Board or the Committee in its sole discretion. No Award shall be granted based on the business criteria set forth in Section 5(b) on or after the first
stockholder meeting that occurs in the fifth year following the year in which the stockholders of Knight previously approved the business criteria, unless the stockholders of Knight re-approve the business criteria on or before such stockholder
meeting. 
 IN WITNESS WHEREOF, and as evidence of the adoption of this Plan effective as of March 31, 2009 by Knight, it has
caused the same to be signed by its duly authorized officer this 31st day of March, 2009. 
 KNIGHT CAPITAL GROUP, INC. 
  

			
		
	By:	 	  /s/ Thomas M. Joyce
		 	 Name: Thomas M. Joyce
 Title:   Chairman and
Chief Executive Officer


  

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