Archipelago Holdings, L.L.C. Share Option Award Agreement

Exhibit 10.37


ARCHIPELAGO HOLDINGS, L.L.C. SHARE OPTION AWARD AGREEMENT


THIS AWARD AGREEMENT, made this day of , 200 (the " Grant Date" ), by and between Archipelago Holdings, L.L.C., a Delaware limited liability company (the " Compan y" ), and (the " Employee" ) pursuant to the Archipelago Holdings, L.L.C. 200 Long-Term Incentive Plan (the " Plan" ).


W I T N E S S E T H :


WHEREAS, the Company has adopted the Plan and determined that it is in the interest of the Company to enter into this Award Agreement.


NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto hereby agree as follows:


1. Grant of Option . The Company hereby grants to the Employee pursuant to the Plan the right and option (an " Option" ) to purchase, subject to the vesting and exercise provisions of Section 4, all or any part of an aggregate of shares (the " Option Shares" ) of the Company' s Class Shares (" Shares" ) at a purchase price per Share of (the " Option Exercise Price" ). If an executed copy of this Award Agreement is not returned to the Company by , 200 , the grant of Options hereunder shall be null and void, unless the Company determines, in its sole discretion, that any delay was for good cause.


2. Additional Documents. Definitions . The Plan, which is incorporated in this Award Agreement by reference and made a part hereof, shall govern all aspects of this Award Agreement except as otherwise specifically stated herein. For purposes of this Award Agreement all terms not defined in this Award Agreement or in Annex A attached hereto shall have the respective meanings specified under the Plan.


3. Term of Option . Subject to earlier termination as provided in Section 5, the Option shall expire and cease to be exercisable on the tenth (10th) anniversary of the Grant Date (the " Expiration Date" ).


4. Vesting and Exercisability . Except as otherwise provided herein, the Option shall vest in equal installments on each of ; provided, however, that neither this Option nor any portion thereof may be exercised prior to the earlier of (x) the Company' s Initial Public Offering and (y) the fifth anniversary of (the " Exercise Event" ).


5. Termination of Employment .


(a) Upon the Employee' s Termination of Employment for Cause, the Option (whether vested or unvested) shall terminate immediately and no longer be exercisable.


(b) Upon the Employee' s Termination of Employment for any reason other than death, Disability or dismissal for Cause, the Employee may exercise the Option on the following terms and conditions: (i) exercise may be made only to the extent that the Option vested prior to the Employee' s Termination of Employment and to the extent that the Employee was otherwise entitled to exercise the Option on the date of the Employee' s Termination of Employment and (ii) exercise must occur by the earlier of 30 days after the Employee' s Termination of Employment and the Expiration Date.

(c) Upon the Employee' s Termination of Employment for Disability, the Option shall be exercisable on the following terms and conditions: (i) the Option shall continue to vest as if the Employee was still employed with the Company as long as the Employee continues to have a Disability, (ii) exercise may be made only to the extent that the Employee was otherwise entitled to exercise the Option on the date of Termination of Employment and (iii) exercise must occur by the later of 6 months after the Options fully vest and 6 months after the occurrence of an Exercise Event, but in no case later than the Expiration Date. (d) If an Employee dies while employed by the Company or while the Employee has a Disability covered under Section 5(c), the Option shall be exercisable on the following terms and conditions: (i) all Options shall immediately vest, (ii) exercise may be made, after an Exercise Event, until the later of 12 months following such Exercise Event and 12 months after death and (iii) notwithstanding (ii), exercise must occur by the Expiration Date. Any such exercise shall be made only by the Employee' s executor or administrator, unless the Employee' s will specifically disposes of the Option, in which case such exercise shall be made only by the recipient of such specific disposition. If an Employee' s personal representative or the recipient of a specific disposition under the Employee' s will shall be entitled to exercise the Option pursuant to the preceding sentence, such representative or recipient shall be bound by all the terms and conditions of the Plan and this Award Agreement which would have applied to the Employee. 6. Method of Exercising Option .


(a) Any unexercised portion of a vested Option shall be exercised by the filing of a written notice with the Company, on such form and in such manner as the Company shall prescribe. Such notice shall include a certification by the Employee that he/she has not engaged in Competitive Activity or conduct that would constitute a basis for a Termination of Employment for Cause (or, in the event the Employee is not then employed by the Company, that he/she has not engaged in any Competitive Activity or Detrimental Activity). The Company, at its discretion, may hold any request to exercise an Option in abeyance until such certification has been confirmed to the Committee' s satisfaction. This Option may be exercised only in respect of whole Shares. Full payment for the Option Shares purchased shall be made at the time of any exercise under this Award Agreement and shall be made: (i) in cash or by certified or official bank check; or (ii) by delivery of Shares (which, if acquired pursuant to exercise of a Share option or under an award made under the Plan or any other compensatory plan of the Company, were acquired at least six months prior to the option exercise date) having a

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Fair Market Value (determined as of the exercise date) equal to all or part of the Option Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company) for any remaining portion of the full Option Exercise Price; or (iii) at the discretion of the Company and to the extent permitted by law, by such other method as the Company may from time to time prescribe.


(b) At the time of exercise, the Employee shall pay to the Company such amount as the Company deems necessary to satisfy its obligation to withhold Federal, state or local income or other taxes (including FICA) incurred by reason of such exercise or the transfer of Option Shares thereupon by tendering to the Company a check in the amount of such withholding or, if permitted by the Company, by electing to have withheld upon exercise, Option Shares having a Fair Market Value equal to the amount of such statutory minimum tax withholding.

7. Issuance of Shares . As promptly as practical after receipt of such written notification of exercise and full payment of the Option Exercise Price, any required tax withholding and receipt of such Consents as the Company deems necessary or desirable, the Company shall issue or transfer to the Employee the number of Option Shares with respect to which such Option has been exercised (less Shares withheld in satisfaction of tax withholding obligations, if any), and shall deliver to the Employee a certificate or certificates therefor, registered in the Employee' s name. The Company may ...