Exhibit 10.9


INTERACTIVE BROKERS GROUP, INC.


2007
ROI UNIT STOCK PLAN


1.             PURPOSES
OF THE PLAN.  The purposes of the Interactive
Brokers Group, Inc. 2007 ROI Unit Stock Plan (the “Plan”) are to enable
those employees of Interactive Brokers Group, Inc. (the “Company”) or its
subsidiaries (including IBG LLC, a Connecticut limited liability company) who
are holders of IBG LLC’s Return on Investment Dollar Units (“ROI Units”) as of
December 31, 2006 to have, at their option, their ROI Units cancelled and the
accumulated earnings attributable to their ROI Units as of December 31, 2006
invested in shares (“Shares”) of the Company’s Class A common stock, $0.01 par
value (“Common Stock”). 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.


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”).  The Committee’s interpretation of the Plan or
of any Shares issued 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.  Eligible participants in the Plan (the “Participants”)
are limited to holders of ROI Units as of December 31, 2006.


4.             SHARES
OF STOCK SUBJECT TO THE PLAN.  Subject to
adjustment as provided in Section 6(a) hereof, 1,250,000 shares of Common Stock
may be issued pursuant to 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.


5.             SCHEDULE OF ISSUANCES.


                (a)           General.  In connection with the initial public
offering of Common Stock of the Company (the “IPO”), ROI Units may, at
the Participant’s option, be redeemed for cash as currently provided for under
IBG LLC’s ROI Unit plan in existence prior to December 31, 2006, or the
accumulated earnings attributable to the ROI Units as of December 31, 2006 may
be invested in shares of Common Stock based on the formula set forth in the
memorandum to ROI Unit holders attached hereto as Exhibit A. For ROI
Unit holders electing to invest the accumulated earnings on their ROI Units
into shares of Common Stock in connection with the IPO, Shares will be issued
pursuant to the Plan in accordance with the Schedules set forth in the
memorandum attached hereto as Exhibit A (applicable to all participants
who made valid elections on or before December 31, 2006) and Exhibit B
(applicable to all Participants who made valid elections on or after January 1,
2007).


 

















 


 


                (b)           Restrictions and Forfeiture.  If a Participant voluntarily discontinues
full-time employment with the Company or if at any time the Company has reason
to terminate a Participant’s employment for cause, such Participant will
forfeit the right to any Shares not yet issued under the above-referenced schedules.


 


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 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,
including, without limitation, an adjustment in (i) the total number of shares
of Common Stock which may thereafter be issued pursuant to the Plan.


7.             MISCELLANEOUS PROVISIONS.


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


(b)           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.


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


(d)           No Fractional Shares.  No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan. 
The Committee shall determine whether cash or other property shall be
issued or paid in lieu of such fractional shares, or whether such fractional
shares or any rights thereto shall be forfeited or otherwise eliminated.


(e)           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 the Plan, that the Company receive


 


2

















 


from
the Participant, representations, warranties and agreements to the effect that
the shares are being 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.


(f)            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.


9.             EFFECTIVE
DATE AND TERM OF PLAN.  The Plan shall
become effective when adopted by the Board of Directors. 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 Restricted Shares may be issued
hereunder after termination of the Plan, but such termination shall not affect
the validity of any Shares 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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EXHIBIT A


 


Memorandum


 


To:          ROI
Unit Holders                                                                                                 December 21,
2006


From:     Thomas
Peterffy


 


 


Re: Information regarding the
participation by ROI Unit holders in the Initial Public Offering


 


This memo is addressed to all ROI
Unit holders; however, it is of particular urgency to those who are scheduled
to receive a cash payment from the ROI plan in 2007.


 


In connection with our anticipated Initial Public
Offering, or “IPO”, projected for sometime in the spring of 2007, we are
pleased to give ROI Unit holders an opportunity to participate in the benefits
that the IPO may bring. We are offering two options:


 


1)              ROI PLAN: Retain your ROI Units in the existing
plan without change, in which case the ROI Units will be redeemed for cash as
they vest and at the selected 5-year, 7-year or 10-year payment dates, as
provided for under the current ROI Unit plan; or


 


2)              SHARE PLAN: Cancel your participation in the ROI
Units plan and invest the accumulated earnings attributable to the ROI Units as
of December 31, 2006 in restricted common shares of IBG, Inc. (our new public
holding company). If you elect the SHARE PLAN, you will give up the right to
receive any cash payments from the ROI Units plan. Your options under the SHARE
PLAN are described below.


 


For ROI Unit holders electing to invest in restricted
common shares of IBG, Inc., the number of shares will be based on the following
formula (all amounts are in U.S. dollars):


 


	
  1

  	
  x

  	
  12/31/06 Accumulated Earnings on your ROI Units

  	
  x

  	
  Total
  Market Valuation of IBG at IPO

  
	
  2

  	
  Share price determined at IPO

  	
  IBG
  LLC’s Book Value at 12/31/06

  



 


Based on the above formula, you would be investing
your ROI dollars in restricted common shares of IBG, Inc. at two times book
value. To the extent that the market value of the shares exceeds two times book
value, you would receive this benefit as additional compensation.


 


Under the SHARE PLAN, IBG, Inc. common shares will be
issued in accordance with the schedules shown below, subject to withholding and
other requirements of tax law. If you elect the SHARE PLAN and, for any reason,
we do not complete the IPO, your participation in the ROI PLAN will remain
unchanged.


 


Because we are subject to IRS
regulations that are very restrictive with regard to elections allowed in
deferred compensation plans, certain options described below can be elected
only on or before December 31, 2006. Please read the options carefully
so that you may make an informed decision. We apologize for this short
notice, but these regulations are complex and we have been working to create
the best possible plan options.


 


 


SHARE
PLAN OPTION A:


 


1.               Your 2007 ROI accumulated earnings cash payment,  if any, will be made to you by March 15, 2007.


 


2.               For your remaining ROI Units,
both vested and unvested with payment dates in 2008 and beyond, outstanding on
January 1, 2007, the Accumulated Earnings on these Units will be invested in
restricted common shares of IBG, Inc. based on the above formula. The shares
will be issued over six years, as follows:


 


4

















 


•                  10% on or about the first
anniversary of the IPO in 2008; and


 


•                  an additional 15% on each of the next six
anniversaries of the date of the IPO, assuming continued employment with us. If
you voluntarily discontinue full-time employment with IBG or if at any time IBG
has reason to terminate your employment for cause prior to the sixth anniversary,
you will forfeit the right to any shares not yet issued under this schedule.
See the table in the Future Grants section below for an example of the issue
schedule.


 


You may make this election at any
time up until a deadline we will announce in the near future, which is likely
to be in the first quarter of 2007.


 


 


SHARE
PLAN OPTION B:


This
option is applicable only if you have an ROI payment due to you in 2007, i.e.,
for vested ROI Units on which you chose a 2007 payment date (under either the
5-year or 7-year options).


 


For all of your ROI Units,
both vested and unvested, outstanding on January 1, 2007, the Accumulated
Earnings on these Units will be invested in restricted common shares of IBG,
Inc. based on the above formula. The shares will be issued over six years, as
follows:


 


•                  10% on or about the date of
the IPO; and


 


•                  an additional 15% on each of the first
six anniversaries of the date of the IPO, assuming continued employment with
us. If you voluntarily discontinue full-time employment with IBG or if at any
time IBG has reason to terminate your employment for cause prior to the sixth
anniversary, you will forfeit the right to any shares not yet issued under this
schedule. See the table in the Future Grants section below for an example of
the issue schedule.


 


You must make this election at
any time before midnight on December 31, 2006 by sending email with the subject
“I ELECT THE SHARE PLAN” to IBGbenefits@interactivebrokers.com. After that
time, only SHARE PLAN OPTION A or the ROI PLAN will be available to you.


 


If
you are not a U.S. taxpayer and you have no other U.S. source income, you do
NOT need to make this election by December 31, 2006. You may make the election
by the deadline we will announce in the near future, as described above.


 


 


Because you may be holding ROI Units issued in various
years, the following table may help you to determine which Units are affected
by the two options.


 


	
  If you are holding ROI Units granted in

  	
  ...and you elected payment fixed at

  	
  ...then

  
	
  1998 or 1999

  	
  (not applicable because you may elect payment for
  these Units at any time up until the 10th year)

  	
  you do not need to make an election by 12/31/2006.

  
	
  2000

  	
  7 years

  	
  you must make the election by 12/31/2006 if you
  wish to include these Units in the SHARE PLAN.

  
	
  2000 or later

  	
  10 years

  	
  you do not need to make an election by 12/31/2006.

  
	
  2001 or later

  	
  7 years

  	
  you do not need to make an election by 12/31/2006.

  
	
  2002

  	
  5 years

  	
  you must make the election by 12/31/2006 if you
  wish to include these Units in the SHARE PLAN.

  



 


5

















 


	
  2003 or later

  	
  5 years

  	
  you do not need to make an election by 12/31/2006.

  



 


No action is needed before December 31, 2006
unless you hold ROI Units that fall within one of the two highlighted rows in
the table above AND you wish to include those Units in the SHARE PLAN.


 


 


6

















 


FUTURE GRANTS:


 


In the future, beginning with January 2007, grants of
restricted common shares of IBG, Inc. will be issued in place of ROI Units. These
grants will be subject to a vesting schedule and conditions similar to that
outlined above except that shares representing 10% will be issued at the next
IPO anniversary following the date of the grant, followed by 15% for each of
the next six years. For example, if the IPO occurs in April 2007, a grant of
100 restricted common shares in January 2008 would vest as follows:


 


	
  Issue
  schedule for 100 shares granted in January 2008

  (assuming
  IPO occurs in April)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  April

  2008

  	
  April

  2009

  	
  April

  2010

  	
  April

  2011

  	
  April

  2012

  	
  April

  2013

  	
  April

  2014

  	
  Total

  
	
  Shares
  Issued

  	
  10

  	
  15

  	
  15

  	
  15

  	
  15

  	
  15

  	
  15

  	
  100

  
	
  Cumulative
  Shares Issued

  	
  10

  	
  25

  	
  40

  	
  55

  	
  70

  	
  85

  	
  100

  	
   

  



 


 


TAXATION:


 


Employees may receive restricted common shares of IBG,
Inc. both as future grants and as a result of electing to participate in the
SHARE PLAN. In both cases, share grants will be taxable to U.S. taxpayer
employees in the year they are issued. For example, if 100 shares are
granted, the value of 10 shares would be taxable as compensation in the year of
the grant. In the next and succeeding years, the value of 15 shares, based on
then-current market prices, would be taxable in each of the years they are
issued. This treatment may not apply to non-U.S. employees and, in any case,
you should direct any questions to a qualified tax advisor.


 


 


**********


 


We are pleased to be able to share the rewards
resulting from our past and future success with the people who helped in this
success. We realize the above opportunity may create additional questions and
we will announce additional information that may be relevant as it becomes
available. We are planning to hold several informational meetings, including
question and answer sessions, next week for those of you who wish to attend or
dial in. If you have specific questions, you may direct them to
IBGbenefits@interactivebrokers.com. We will do our best to respond and assemble
an FAQ page that will be accessible through our internal website


 


7





















EXHIBIT B


 


Memorandum


 


To:          ROI
Unit Holders                                                                                                February 15,
2007


From:     Paul
Brody


 


 


Re: Information regarding the
participation by ROI Unit holders in the Initial Public Offering


 


This memo is addressed to all ROI Unit holders who
have not yet made an election for either the ROI PLAN or the SHARE PLAN. IF YOU
HAVE ALREADY SUBMITTED AN ELECTION, YOU DO NOT NEED TO TAKE ANY FURTHER ACTION.


 


You may submit your election at any time up until February 28, 2007. If
we do not receive your election by that date, we will apply a default election
to retain your ROI Units in the existing plan, as described below.


 


In connection with our anticipated Initial Public
Offering, or “IPO”, projected for sometime in the spring of 2007, we are
pleased to give ROI Unit holders an opportunity to participate in the benefits
that the IPO may bring. We are offering two options:


 


1)              ROI PLAN: Retain your ROI Units in the existing
plan without change, in which case the ROI Units will be redeemed for cash as
they vest and at the selected 5-year, 7-year or 10-year payment dates, as
provided for under the current ROI Unit plan; or


 


2)              SHARE PLAN: Cancel your participation in the ROI
Units plan and invest the accumulated earnings attributable to the ROI Units as
of December 31, 2006 in restricted common shares of IBG, Inc. (our new public
holding company). If you elect the SHARE PLAN, you will give up the right to
receive any cash payments from the ROI Units plan.


 


For ROI Unit holders electing to invest in restricted
common shares of IBG, Inc., the number of shares will be based on the following
formula (all amounts are in U.S. dollars):


 


	
  1

  	
  x

  	
  12/31/06 Accumulated Earnings on your ROI Units

  	
  x

  	
  Total
  Market Valuation of IBG at IPO

  
	
  2

  	
  Share price determined at IPO

  	
  IBG
  LLC’s Book Value at 12/31/06

  



 


Based on the above formula, you would be investing
your ROI dollars in restricted common shares of IBG, Inc. at two times book
value. To the extent that the market value of the shares exceeds two times book
value, you would receive this benefit as additional compensation.


 


Under the SHARE PLAN, IBG, Inc. restricted common
shares will be issued in accordance with the schedule shown below, subject to
withholding and other requirements of tax law. If you elect the SHARE PLAN and,
for any reason, we do not complete the IPO, your participation in the ROI PLAN
will remain unchanged.


 


3.               Your 2007 ROI accumulated earnings scheduled cash
payment,  if any, will be made to you by
March 15, 2007.


 


4.               For your remaining ROI Units, both vested and
unvested, outstanding on January 1, 2007, the Accumulated Earnings on these
Units will be invested in restricted common shares of IBG, Inc. based on the
above formula. The shares will be issued over seven years, as follows:


 


•                  10% on or about the first anniversary of
the IPO in 2008; and


 


8

















 


•                  an additional 15% on each of the next six
anniversaries of the date of the IPO, assuming continued employment with us. If
you voluntarily discontinue full-time employment with IBG or if at any time IBG
has reason to terminate your employment for cause prior to the sixth
anniversary, you will forfeit the right to any shares not yet issued under this
schedule. See the table in the Future Grants section below for an example of
the issue schedule.


 


9

















 


 


HOW TO MAKE YOUR ELECTION:


 


Send email with the subject “I
ELECT THE SHARE PLAN” or “I ELECT THE ROI PLAN” to IBGbenefits@interactivebrokers.com at any time up until February 28, 2007. After that time, we will apply
a default election to retain your ROI Units in the existing ROI Units plan.
Regardless of the default election, we will need your affirmative election for
either plan. If your email address does not identify your full name, please
include your name in the body of the email message.


 


Special note for holders of ROI
Units granted on January 1, 1998 or 1999: These units are exempt from certain IRS regulations
that restrict payment elections on deferred compensation. As a result, you may
make a separate election to receive payment in 2007 for the ROI Units granted
on one or both of the above dates, while electing the SHARE PLAN for your
remaining ROI Units. Because the SHARE PLAN requires you to cancel your
participation in the ROI Units plan, if you choose the SHARE PLAN, you must
either cash out these ROI Units or invest their accumulated earnings in the
SHARE PLAN. You may not continue to carry these ROI Units if you elect the
SHARE PLAN.


 


FUTURE GRANTS:


 


Beginning with January 2007, grants of restricted
common shares of IBG, Inc. will be issued in place of ROI Units. These grants
will be subject to a vesting schedule and conditions similar to that outlined
above except that shares representing 10% will be issued at the next IPO
anniversary following the date of the grant, followed by 15% for each of the
next six years. If the IPO occurs in April 2007, the first 10% of shares
granted in January 2007 will be issued at or around the time of the IPO. In the
future, for example, a grant of 100 restricted common shares in January 2008
would be issued as follows:


 


	
  Issue
  schedule for 100 shares granted in January 2008

  (assuming
  IPO occurs in April)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  April

  2008

  	
  April

  2009

  	
  April

  2010

  	
  April

  2011

  	
  April

  2012

  	
  April

  2013

  	
  April

  2014

  	
  Total

  
	
  Shares
  Issued

  	
  10

  	
  15

  	
  15

  	
  15

  	
  15

  	
  15

  	
  15

  	
  100

  
	
  Cumulative
  Shares Issued

  	
  10

  	
  25

  	
  40

  	
  55

  	
  70

  	
  85

  	
  100

  	
   

  



 


 


TAXATION:


 


Employees may receive restricted common shares of IBG,
Inc. both as future grants and as a result of electing to participate in the
SHARE PLAN. In both cases, share grants will be taxable to U.S. taxpayer
employees in the year they are issued. For example, if 100 shares are
granted, the value of 10 shares would be taxable as compensation in the year of
the grant. In the next and succeeding years, the value of 15 shares, based on
then-current market prices, would be taxable in each of the years they are
issued. This treatment may not apply to non-U.S. employees and, in any case,
you should direct any questions to a qualified tax advisor.


 


 


**********


 


We are pleased to be able to share the rewards
resulting from our past and future success with the people who helped in this
success. We realize the above opportunity may create additional questions and
we will announce additional information that may be relevant as it becomes
available. Attached is a list we have compiled of questions ROI Unit holders
have asked since we first made the SHARE PLAN opportunity available. If you
have specific questions, you may direct them to IBGbenefits@interactivebrokers.com.
We will do our best to respond in a timely way.


 


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