Exhibit 10.27
AMERITRADE HOLDING CORPORATION
1996 DIRECTORS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered into as of ______ (the "Grant Date")
by and between Ameritrade Holding Corporation (the "Company") and __________
(the "Director");
WITNESSETH THAT:
WHEREAS, the Company maintains the Ameritrade Holding Corporation 1996
Directors Incentive Plan (the "Plan"); and
WHEREAS, the Director is a Non-Employee Director of the Company (as
defined in the Plan) and as of the date first above written has been awarded a
stock option under the Plan;
NOW, THEREFORE, the Company and the Director hereby agree as follows:
1. Option Price. This Agreement evidences the grant to the Director,
pursuant to the terms of the Plan, of an option (the "Option") to
purchase a total of _____ shares of Stock. The Exercise Price of each
share subject to the Option shall be ____. The Option is not intended
to be, and will not be treated as an "incentive stock option" as that
term is used in section 422 of the Code.
2. Vesting and Expiration. Subject to the terms and conditions of
this Agreement, the Option shall become vested and exercisable with
respect to one-third of the shares of Stock awarded under this
Agreement on the first anniversary of the Grant Date, and shall become
vested and exercisable with respect to an additional one-third of the
shares of Stock under this Agreement on each subsequent anniversary
until such time as the Option is fully exercisable. The Option shall
expire as of the Expiration Date set forth in the Plan which shall be
earlier of (a) the ten-year anniversary of the Grant Date or, (b) the
one-year anniversary of the date on which the Director's service as a
director of the Company terminates for cause.
3. Exercise. After the Option becomes vested or exercisable pursuant
to paragraph 2 and prior to the Expiration Date, the Option, to the
extent then vested or exercisable, may be exercised in whole or in part
by filing a written notice with the Secretary of the Company at its
corporate headquarters. The exercise notice must be filed prior to the
Expiration Date, must specify the number of shares of Stock which the
Director elects to purchase and must be accompanied by payment of the
Option Price (including any applicable withholding taxes) for such
shares of Stock indicated by the Director's election. Payment of the
Option Price (and any applicable withholding taxes) shall be by cash or
check payable to the Company, by delivery of shares of Stock having an
aggregate Fair Market Value (valued as of the date of exercise) that is
equal to the Option Price for the shares of Stock, or any combination
thereof. The Director may pay the Option Price by authorizing
Ameritrade, Inc. (or such other suitable party designated by the
Company) to sell shares of stock (or a sufficient portion of the
shares) acquired upon exercise of the Option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire Option Price
and any tax withholding resulting from such exercise.
4. Restriction on Sale of Shares. The Director's right to sell any
shares acquired by exercise of this Option shall be subject to the
terms, conditions and restrictions of the Ameritrade equity ownership
and disposition guidelines.
5. Nontransferability. The Option shall not be transferable except
by will or the laws of descent and distribution and shall be
exercisable during the Director's lifetime only by the Director.
6. Administration. The authority to manage and control the operation
and administration of this Agreement shall be vested in the Committee
and the Committee shall have all of the powers with respect to this
Agreement that it has with respect to the Plan. Any interpretation of
the Agreement by the Committee and any decision made by it with respect
to the Agreement is final and binding on all persons.
7. Plan Governs. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of
the Plan, a copy of which may be obtained by the Director from the
office of the Secretary of the Company.
8. Successors. This Agreement shall be binding upon and shall inure
to the benefit of any assignee or successor in the interest of the
Company, and shall be binding upon and inure to the benefits of any
estate, legal representative, beneficiary or heir of the Director.
9. Director and Shareholder Status. This Agreement does not
constitute a contract of continued service and does not give the
Director the right to be retained as a director of the Company. This
Agreement does not confer upon the Director or any holder thereof any
right as a shareholder of the Company prior to the issuance of Stock
pursuant to the exercise of the Option.
10. Amendment. This Agreement may be amended by written agreement of
the Director and the Company, subject to the consent of the Committee,
without the consent of any other person.
11. Defined Terms. Unless the context clearly implies or indicates
the contrary, a word, term or phrase used or defined in the Plan is
similarly used or defined for purposes of this Agreement.
IN WITNESS WHEREOF, the Director has hereunto set his or her hand and
the Company has caused these presents to be executed in its name and on its
behalf, all as of the date first above written and the Director hereby
acknowledges that the terms and conditions of the Agreement have been read and
understood.
DIRECTOR
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AMERITRADE HOLDING CORP.
By:
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