Exhibit 10.8


INTERACTIVE BROKERS GROUP, INC.


2007
STOCK INCENTIVE PLAN


1.             PURPOSES
OF THE PLAN.  The purposes of the Interactive
Brokers Group, Inc. 2007 Stock Incentive Plan (the “Plan”) are to
further the long-term growth of Interactive Brokers Group, Inc. (the “Company”),
to the benefit of its stockholders, by providing incentives to the directors,
officers, employees, contractors and consultants of the Company and its subsidiaries
who will be largely responsible for such growth, and to assist the Company in
attracting and retaining executives of experience and ability on a basis
competitive with industry practices.  The
Plan permits the Company to provide incentive compensation in the form of, or
based upon the value of, the Company’s Class A common stock, $0.01 par value (“Common
Stock”), of the types commonly known as restricted stock, stock
appreciation rights and performance shares, as well as other types of equity-based
incentive compensation (collectively, the “Awards”).


2.             ADMINISTRATION
OF THE PLAN.  The Plan shall be
administered by the Compensation Committee of the Board of Directors or such
other committee of two or more directors as the Board of Directors of the Company
may from time to time designate (the “Committee”).  Subject to the provisions of the Plan, the
Committee shall have exclusive power to select the officers or other key employees
to participate in the Plan, to determine the type, size and terms and
conditions of Awards (including, but not limited to, restrictions as to
transferability or forfeiture, exercisability or settlement of an Award and
waivers or accelerations thereof, based in each case on such considerations as
the Committee shall determine) and all other matters to be determined in
connection with any Award to be made to each Participant selected, and to determine
the time or times when Awards will be granted; provided, however, that if the Committee
is not the Compensation Committee of the Board of Directors, then an Award granted
hereunder by the Committee to any Participant will be revoked if such Award is
not thereafter ratified by the Compensation Committee of the Board of Directors.
 The Committee’s interpretation of the
Plan or of any Awards granted thereunder shall be final and binding on all
parties concerned, including the Company and any Participant.  The Committee shall have the authority,
subject to the provisions of the Plan, to correct any defect or supply any
omission or reconcile any inconsistency in the Plan, and to adopt, revise and
rescind such rules, regulations, guidelines, forms of agreements and
instruments relating to the Plan as it may deem necessary or advisable for the
administration of the Plan.


3.             PARTICIPATION.  The Committee shall select from the officers
and other key employees of the Company and its subsidiaries (the “Participants”)
the persons who will receive Awards pursuant to the Plan.  The term “subsidiary” shall mean any
entity a majority of the total combined voting power of whose equity securities
is beneficially owned, directly or indirectly, by the Company and any entity
otherwise controlled by the Company, including, without limitation, IBG LLC, a
Connecticut limited liability company.  Participants
may receive multiple Awards under the Plan.


4.             SHARES
OF STOCK SUBJECT TO THE PLAN.  Subject to
adjustment as provided in Section 6(a) hereof, 9,200,000 shares of Common Stock
may be issued pursuant to Awards under the Plan.  Shares to be issued under the Plan may be
either authorized but unissued 


 





















 


shares of Common Stock or shares of Common Stock held
by the Company as treasury shares, including shares acquired by purchase.


                No Award may be granted if the
number of shares of Common Stock to which such Award relates, when added to the
number of shares of Common Stock previously issued under the Plan and the
number of shares of Common Stock which may then be acquired pursuant to other
outstanding, unexercised Awards, exceeds the number of shares of Common Stock available
for issuance pursuant to the Plan.  If
any shares of Common Stock subject to an Award are forfeited or such Award is
settled in cash or otherwise terminates or is settled for any reason whatsoever
without an actual issuance of shares of Common Stock to the Participant, any
shares of Common Stock counted against the number of shares of Common Stock available
for issuance pursuant to the Plan with respect to such Award shall, to the
extent of any such forfeiture, settlement, or termination, again be available
for Awards under the Plan; provided, however, that the Committee may adopt
procedures for the counting of shares of Common Stock relating to any Award to
ensure appropriate counting, avoid double counting, and provide for adjustments
in any case in which the number of shares of Common Stock actually distributed
differs from the number of shares of Common Stock previously counted in
connection with such Award.  Notwithstanding
anything to the contrary herein, any shares of Common Stock retained by the
Company in satisfaction of the Participant’s obligation for withholding taxes shall
not again be available for issuance as Awards under the Plan.


5.             AWARDS.


(a)           General.  Awards under the Plan may include, but need
not be limited to, shares of Common Stock that may be subject to certain
restrictions and to a risk of forfeiture (“Restricted Stock”), rights to
receive the appreciation of Common Stock from the date of grant to the date of
exercise (“SARs”) and a book-entry unit with an initial value equal to
Common Stock on the date of grant (“Performance Shares”). The Committee
may also make any other type of Award payable in, or valued in whole or in part
by reference to, shares of Common Stock (“Stock-Based Awards”) deemed by
the Committee to be consistent with the purposes of the Plan.  Awards may be granted on the terms and conditions
set forth in this Section 5.


(b)           Vesting, Other Performance
Requirements and Forfeiture.  In making
Awards under the Plan, the Committee may, on the date of grant or thereafter,
(i) specify that the right to exercise, receive, retain and/or transfer such Award
shall be conditional upon the fulfillment of specified conditions, including,
without limitation, completion of specified periods of service in the
employ of the Company or its subsidiaries, and/or the achievement of specified
business and/or personal performance goals, and (ii) provide for the forfeiture
of all or any portion of any such Awards in specified circumstances.  The Committee may also specify by whom and/or
in what manner the accomplishment of any such performance goals shall be determined.  Notwithstanding the foregoing, the Committee shall retain full power to
accelerate or waive any such condition as it may have previously imposed.  All Awards shall be evidenced by an Award
agreement.


(c)           Term of Awards.  The term of each Award shall, except as
otherwise provided herein, be for such period as may be determined by the
Committee; provided, 


 


 


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however, that in no event shall the term of any Award
exceed a period of ten years from the date of grant.


(d)           Restricted Stock.  The Committee may grant Restricted Stock to
Participants on the following terms and conditions:


                                (i)            Restricted Stock shall be subject to
such restrictions on transferability and other restrictions, if any, as the Committee
may impose at the date of grant or thereafter, which restrictions, if any, may
lapse separately or in combination at such times, under such circumstances
(including, without limitation, upon achievement of performance criteria if
deemed appropriate by the Committee), in such installments, or otherwise, as
the Committee may determine.  Except to
the extent restricted under the Award agreement relating to the Restricted
Stock, a Participant granted Restricted Stock shall have all of the rights of a
shareholder including, without limitation, the right to vote Restricted Stock
and the right to receive dividends (whether in cash or in shares of Common
Stock) thereon.


                                (ii)           Except as otherwise determined by the
Committee, at the date of grant or thereafter, upon termination of employment
prior to specific vesting dates, shares of Restricted Stock and any accrued but
unpaid dividends that are at that time subject to restrictions shall be
forfeited.


                                (iii)          Restricted Stock granted under the
Plan may be evidenced in such manner as the Committee shall determine.  If certificates representing Restricted Stock
are registered in the name of the Participant, such certificates shall bear an
appropriate legend referring to the terms, conditions, and restrictions applicable
to such Restricted Stock, and, if the Committee so determines, the Company
shall retain physical possession of the certificate representing such
Restricted Stock (whether or not vested).


(e)           Stock Appreciation Rights.  The Committee is authorized to grant SARs to Participants
on the following terms and conditions:


                                                (i)            A
SAR shall confer on the Participant to whom it is granted a right to receive,
upon exercise thereof, the excess of (A) the Fair Market Value of one share of
Common Stock on the date of exercise over (B) the Fair Market Value of one
share of Common Stock on the date of grant of the SAR (the “Grant Value”).  For purposes of the Plan, the term “Fair
Market Value” is the mean of the high and low sales prices of the Common
Stock on the relevant date as reported on the stock exchange or market on which
the Common Stock is primarily traded, or, if no sale is made on such date, then
Fair Market Value is the weighted average of the mean of the high and low sales
prices of the Common Stock on the next preceding day and the next succeeding
day on which such sales were made as reported on the stock exchange or market
on which the Common Stock is primarily traded.


 


 


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                                                (ii)           The
Committee shall determine the time or times at which a SAR may be exercised in
whole or in part, the method of exercise, method of settlement, form of
consideration payable in settlement, the method by which shares of Common Stock
will be delivered or deemed to be delivered to Participants, and any other
terms and conditions of any SAR.


(f)            Performance Shares.  The Committee is authorized to grant Awards
of  Performance Shares to Participants with
a value equal to the Fair Market Value of one share of Common Stock on the date
of grant.  An Award of Performance Shares
shall vest and become payable to a Participant after a specified period of
continued employment with the Company or a subsidiary or upon the achievement
of specified performance goals, as determined by the Committee.  Settlement of Performance Shares shall be
made in cash or shares of Common Stock or any combination thereof, as
determined by the Committee.


(g)           Other Stock-Based Awards.  The Committee is authorized, subject to
limitations under applicable law, to grant to Participants Stock-Based Awards,
in addition to those provided in Sections 5(d), (e) and (f) hereof, as deemed
by the Committee to be consistent with the purposes of the Plan, including
Stock-Based Awards granted in substitution for any other right of a Participant
to receive payment of compensation from the Company or a subsidiary.  The Committee shall determine the terms and
conditions of such Awards.


(h)           Cash Payments.  The Committee is authorized, subject to
limitations under applicable law, to grant to Participants cash payments, including
cash payments of dividend equivalents with respect to a specified number of
shares of Common Stock, whether awarded separately or as a supplement to any other
Award.  The Committee shall determine the
terms and conditions of such cash payment Awards.


(i)            Certain Qualifying Awards.  The Committee, in its sole discretion, may grant
an Award to any Participant with the intent that such award qualifies as “performance-based
compensation” under Section 162(m) of the Internal Revenue Code of 1986, as
amended (“Code”) (a “Qualifying Award”).  The right to receive or retain any award
granted as a Qualifying Award (other than a SAR) shall be conditional upon the
achievement of specified performance goals during a calendar year or such other
period (a “Performance Period”) as may be established by the Committee.  Performance goals shall be established in
writing by the Committee prior to the beginning of each Performance Period, or
at such other time no later than such time as is permitted by the applicable
provisions of the Code.  Such performance
goals, which may vary from Participant to Participant and Award to Award, shall
be based upon the attainment of specific amounts of, or increases in, one or
more of the following:  the Fair Market
Value of Common Stock, revenues, operating income, cash flow, earnings before
income taxes, net income, earnings per share, stockholders’ equity, return on
equity, underwriting profits, compound growth in net loss and loss adjustment
expense reserves, loss ratio or combined ratio of the Company’s insurance
businesses, operating efficiency or strategic business objectives consisting of
one or more objectives based on meeting specified cost targets, business
expansion goals and goals relating to acquisitions or divestitures, all 


 


 


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whether applicable to the Company or any relevant
subsidiary or business unit or entity in which the Company has a significant
investment, or any combination thereof as the Committee may deem appropriate.  Each performance goal may be expressed on an
absolute and/or relative basis, may be based on, or otherwise employ,
comparisons based on internal targets, the past performance of the Company
and/or the past or current performance of other companies, may provide for the
inclusion, exclusion or averaging of specified items in whole or in part, such
as catastrophe losses, realized gains or losses on strategic investments,
discontinued operations, extraordinary items, accounting changes, and unusual
or nonrecurring items, and, in the case of earnings-based measures, may use or
employ comparisons relating to capital, shareholders’ equity and/or shares
outstanding, assets or net assets.  Prior
to the payment of any Award granted as a Qualifying Award, the Committee shall
certify in writing that the performance goals were satisfied.  The maximum number of shares of Common Stock
with respect to which Qualifying Awards may be granted to any Participant in
any calendar year shall be 1,000,000 shares of Common Stock, subject to
adjustment as provided in Section 6(a) hereof.


(j)            Form of Payment.  Subject to the terms of the Plan and any
applicable Award agreement, payments or transfers to be made under the Plan
upon the grant or exercise of an Award may be made in such forms as the
Committee shall determine, including, without limitation, cash, shares of
Common Stock, other Awards, or other property, and may be made in a single
payment or transfer, or on a deferred basis. 
The Committee may, whether at the time of grant or at any time
thereafter prior to payment or settlement, permit (subject to the requirements
of applicable law and any conditions as the Committee may from time to time
establish) a Participant to elect to defer receipt of all or any portion of any
payment of cash or shares of Common Stock that would otherwise be due to such Participant
in payment or settlement of an Award under the Plan.  (Such payments may include, without
limitation, provisions for the payment or crediting of reasonable interest in
respect of deferred payments credited in cash, and the payment or crediting of dividends
in respect of deferred amounts credited in Common Stock equivalents.)


(k)           Exchange and Buy Out Provisions;
Limitation on Repricing.  The
Committee may at any time offer to exchange or buy out any previously granted
Award for a payment in cash, shares of Common Stock, other Awards, or other
property based on such terms and conditions as the Committee shall determine
and communicate to a Participant at the time that such offer is made.  Notwithstanding the foregoing, unless such
action is approved by the Company’s stockholders, the Grant Value of a SAR may
not be reduced (except pursuant to Section 6), nor may a SAR be cancelled and a
new SAR granted in consideration therefore (whether for the same or a different
number of shares) issued at a Grant Value less than the Grant Value of the SAR
cancelled.


6.             DILUTION
AND OTHER ADJUSTMENTS.


(a)           Changes in Capital Structure.  In the event of any corporate transaction
involving the Company (including, without limitation, any subdivision or
combination or exchange of the outstanding shares of Common Stock, stock
dividend, stock split, spin-off, split-off, recapitalization, capital
reorganization, liquidation, reclassification of shares 


 


 


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of Common Stock, merger, consolidation, extraordinary
cash distribution, or sale, lease or transfer of substantially all of the
assets of the Company), the Board of Directors of the Company shall make such
equitable adjustments as it may deem appropriate in the Plan and the Awards
thereunder, including, without limitation, an adjustment in (i) the total
number of shares of Common Stock which may thereafter be issued pursuant to
Awards under the Plan, (ii) the number of shares of Common Stock with respect
to which Qualifying Awards may be granted to any Participant in any calendar year
under Section 5(i) hereof, and (iii) the Grant Price or other price or value at
the time of grant relating to any Award.  Moreover, in the event of any such
transaction, the Board of Directors of the Company may provide in substitution
for any or all outstanding Awards under the Plan such alternative consideration
as it may in good faith determine to be equitable under the circumstances and
may require in connection therewith the surrender of all Awards so
replaced.  Agreements evidencing Awards
may include such provisions as the Committee may deem appropriate with respect
to the adjustments to be made to the terms of such Awards upon the occurrence
of any of the foregoing events.


(b)           Tender Offers and Exchange Offers.  In the event of any tender offer or exchange
offer, by any person other than the Company, for shares of Common Stock, the
Committee may (i) make such adjustments in outstanding Awards and authorize
such further action as it may deem appropriate to enable the recipients of
outstanding Awards to avail themselves of the benefits of such offer,
including, without limitation, acceleration of the payment of outstanding Awards
payable, in whole or in part, in shares of Common Stock and/or (ii) cancel any outstanding Award and cause the holder
thereof to be paid, in cash or shares of Common Stock, or any combination
thereof, the value of such Award based upon the price per share of Common Stock
received or to be received by other shareholders of the Company in the tender
offer or exchange offer.


(c)           Limits on Discretion to Make
Adjustments.  Notwithstanding any provision
of this Section 6 to the contrary, no adjustment shall be made in any outstanding
Qualifying Awards to the extent that such adjustment would adversely affect the
status of that Qualifying Award as “performance-based compensation” under
Section 162(m) of the Code.


7.             MISCELLANEOUS PROVISIONS.


(a)           Right to Awards.  No employee or other person shall have any
claim or right to be granted any Award under the Plan.


(b)           Rights as Stockholders.  A Participant shall have no rights as a
holder of Common Stock by reason of Awards under the Plan, unless and until shares
of Common Stock are actually issued to the Participant.


(c)           No Assurance of Employment.  Neither the Plan nor any action taken thereunder
shall be construed as giving any employee any right to be retained in the employ
of the Company or any subsidiary.


 


 


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(d)           Costs and Expenses.  All costs and expenses incurred in
administering the Plan shall be borne by IBG LLC.


(e)           Unfunded Plan.  The Plan shall be unfunded.  The Company shall not be required to establish
any special or separate fund nor to make any other segregation of assets to
assure the payment of any Award under the Plan.


(f)            Withholding Taxes.  The Company is authorized to withhold from
any Award granted and any payment relating to an Award under the Plan,
including from a distribution of Common Stock or any payroll or other payment
to a Participant amounts of withholding and other taxes due in connection with
any transaction involving an Award, and to take such other action as the
Committee may deem advisable to enable the Company and Participants to satisfy
obligations for the payment of withholding taxes and other tax obligations
relating to any Award.  This authority
shall include authority to withhold or receive shares of Common Stock or other
property, to make payment of an Award net of a Participant’s withholding taxes
and other tax obligations and to make cash payments in respect thereof in
satisfaction of a Participant’s tax obligations.  Withholding of taxes in the form of shares of
Common Stock issued pursuant to an Award (including any net payments) shall not
occur at a rate that exceeds the minimum required statutory federal and state
withholding rates.


(g)           Limits on Transferability.  No Awards under the Plan nor any rights or interests
therein shall be pledged, encumbered, or hypothecated to, or in favor of, or
subject to any lien, obligation, or liability of a Participant to, any party,
other than the Company or any subsidiary, nor shall such Awards or any rights
or interests therein be assignable or transferable by the recipient thereof
except, in the event of the recipient’s death, to his designated beneficiary as
hereinafter provided, or by will or the laws of descent and distribution.
During the lifetime of the recipient, Awards under the Plan requiring exercise
shall be exercisable only by such recipient or by the guardian or legal
representative of such recipient.  Notwithstanding
the foregoing, the Committee may, in its discretion, provide that Awards
granted pursuant to the Plan be transferable, without consideration, to a Participant’s
immediate family members (i.e., children, grandchildren or spouse), to trusts
for the benefit of such immediate family members and to partnerships in which
such family members are the only partners.  The Committee may impose such terms and
conditions on such transferability as it may deem appropriate.


(h)           Beneficiary.  Any payments on account of Awards under the
Plan to a deceased Participant shall be paid to such beneficiary as has been
designated by the Participant in writing to the Secretary of the Company or, in
the absence of such designation, according to the Participant’s will or the
laws of descent and distribution.


(i)            Nature of Benefits.  Awards under the Plan, and payments made
pursuant thereto, are not a part of salary or base compensation.


(j)            No Fractional Shares.  No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan or any Award.  In the case of Awards to Participants, the
Committee shall determine whether cash or other property shall be 


 


 


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issued or paid in lieu of such fractional shares, or
whether such fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.


(k)           Compliance with Legal Requirements.


                                                (i)            The
obligation of the Company to issue shares of Common Stock hereunder shall be
subject to the satisfaction of all applicable legal and securities exchange
requirements, including, without limitation, the provisions of the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended.  The Company shall endeavor to
satisfy all such requirements in such a manner to permit the issuance and
delivery of shares of Common Stock under the Plan.


                                                (ii)           The
Committee may require, as a condition to the right to receive shares of Common
Stock pursuant to any Award, that the Company receive from the Participant, at
the time any such Award is exercised, vests or any applicable restrictions
lapse, representations, warranties and agreements to the effect that the shares
are being purchased or acquired by the Participant for investment only and
without any present intention to sell or otherwise distribute such shares and
that the Participant will not dispose of such shares in transactions which, in
the opinion of counsel to the Company, would violate the registration
provisions of the Securities Act of 1933, as then amended, and the rules and
regulations thereunder.  The certificates
issued to evidence such shares shall bear appropriate legends summarizing such
restrictions on the disposition thereof.


(l)            Discretion.  In exercising, or declining to exercise, any
grant of authority or discretion hereunder, the Committee may consider or ignore
such factors or circumstances and may accord such weight to such factors and
circumstances as the Committee alone and in its sole judgment deems appropriate
and without regard to the effect such exercise, or declining to exercise such
grant of authority or discretion, would have upon the affected Participant, any
other Participant, any employee, the Company, any Subsidiary, any stockholder
or any other person.


8.             AMENDMENT
OR TERMINATION OF THE PLAN.  The Board of
Directors of the Company, without the consent of any Participant, may at any
time terminate or from time to time amend the Plan in whole or in part;
provided, however, that, subject to Section 6 hereof, no such action shall materially
and adversely affect any rights or obligations with respect to any Awards
theretofore made under the Plan; and provided, further, that no amendment,
without approval of the holders of Common Stock by an affirmative vote of a
majority of the shares of Common Stock voted thereon in person or by proxy,
shall (i) increase the aggregate number of shares subject to the Plan (other
than increases pursuant to Section 6 hereof), (ii) extend the maximum term of Awards
under the Plan or the Plan itself, (iii) decrease the price at which SARs may
be granted under the Plan (other than decreases pursuant to Section 6 hereof) to
less than Fair Market Value at the time of grant, or (iv) make any other change
that would require stockholder approval pursuant to the terms of the Plan or under
any regulatory requirement applicable to the
Plan (including as necessary to comply with any applicable stock exchange 


 


 


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listing requirement).  Subject
to Section 6 hereof, with the consent of the Participants affected, the
Committee may amend outstanding agreements evidencing Awards under the Plan in
any manner not inconsistent with the terms of the Plan.


9.             EFFECTIVE
DATE AND TERM OF PLAN.  The Plan shall
become effective when adopted by the Board of Directors, provided that the Plan
is approved by the stockholders of the Company at the annual meeting of
stockholders next following the adoption of the Plan by the Board of Directors,
and no Award shall become exercisable, realizable or vested prior to such
annual meeting.  If the Plan is not so approved
by the stockholders at the next annual meeting, all Awards theretofore granted
shall be null and void.  The Plan shall
terminate at the close of business on the tenth anniversary of the date the
Plan was adopted by the Board of Directors, unless sooner terminated by action
of the Board of Directors of the Company. No Award may be granted hereunder
after termination of the Plan, but such termination shall not affect the
validity of any Award then outstanding.


10.           LAW
GOVERNING.  The validity and construction
of the Plan and any agreements entered into thereunder shall be governed by the
laws of the State of Delaware without giving effect to principles of conflict
of laws.


 


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