TECHNOLOGY GROUP, INC.
NONQUALIFIED STOCK OPTION GRANT AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
THIS GRANT AGREEMENT, dated as of (the
Date of Grant), is entered into by and between Investment Technology
Group, Inc. (the Company), a Delaware corporation, and ,
a member of the Board of Directors of the Company (the Director).
WHEREAS, the Director has been awarded the following
Grant under the Amended and Restated Investment Technology Group, Inc.
Directors Equity Subplan (the Subplan), a subplan of the Investment
Technology Group, Inc. 2007 Omnibus Equity Compensation Plan (the 2007 Plan);
WHEREAS, capitalized terms used herein and not
defined herein shall have the meanings set forth in the Subplan and in the 2007
Plan. In the event of any conflict between this Grant Agreement, the Subplan
and the 2007 Plan, the Subplan and the 2007 Plan shall control; and
WHEREAS, the Director is not employed by the Company,
a Subsidiary of the Company or a parent of the Company and is not otherwise
ineligible to participate in the Subplan.
NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein, and for other good and valuable
consideration, the parties hereto agree as follows:
of the Option. Subject to the terms and conditions set forth in this Grant
Agreement, the Subplan and the 2007 Plan, the Director is hereby awarded a
nonqualified stock option to purchase shares
of Company Stock for an Exercise Price of $ per
share (the Option). This Option is intended to be a nonqualified stock
option and shall not be treated as an incentive stock option under the
provisions of the Code.
Subject to Plan Provisions. This Option is
awarded pursuant to the Subplan and the 2007 Plan, the terms of which are
incorporated herein by reference, and in all respects shall be interpreted in
accordance with the Subplan and the 2007 Plan. This Option is subject to
interpretations, regulations and determinations concerning the Subplan and the
2007 Plan established from time to time by the Committee in accordance with the
provisions of the Subplan and the 2007 Plan, including, but not limited to,
provisions pertaining to (a) the registration, qualification or listing of the
shares issued under the 2007 Plan, (b) changes in capitalization, (c)
requirements of applicable law and (d) all other provisions of the Subplan and
the 2007 Plan. The Committee has the authority to interpret and construe this Grant
Agreement pursuant to the terms of the Subplan and the 2007 Plan, and its
decisions are conclusive as to any questions arising hereunder.
11. Expenses of
Issuance of Option Shares. The issuance of stock certificates hereunder
shall be without charge to the Director. The Company shall pay, and indemnify
the Director from and against any issuance, stamp or documentary taxes (other
than transfer taxes) or charges imposed by any governmental body, agency or
official (other than income taxes) by reason of the issuance of the Option
12. Terms are Binding.
The terms of this Grant Agreement shall be binding upon the executors,
administrators, heirs, successors, transferees and assignees of the Director
and the Company.
13. Compliance with Law.
The exercise of the Option and the obligations of the Company to issue or
transfer Option Shares hereunder shall be subject to the terms, conditions and
restrictions as set forth in the governing instruments of the Company, Company
policies, applicable federal and state securities laws or any other applicable
laws or regulations, and approvals by any governmental or regulatory agency as
may be required. In no event shall the Director be permitted to exercise the
Option if the issuance of Option Shares at that time would violate any law or
regulation. By signing this Grant Agreement, the Director agrees not to sell
any Option Shares at a time when applicable laws or the Company policies
prohibit a sale.
14. References. References
herein to rights and obligations of the Director shall apply, where
appropriate, to the Directors legal representative or estate without regard to
whether specific reference to such legal representative or estate is contained
in a particular provision of this Grant Agreement.
15. Notices. Any
notice required or permitted to be given under this Grant Agreement shall be in
writing and shall be deemed to have been given when delivered personally or by
courier, or sent by certified or registered mail, postage prepaid, return
receipt requested, duly addressed to the party concerned at the address
indicated below or to such changed address as such party may subsequently, by
similar process, give notice of:
If to the
Technology Group, Inc.
380 Madison Avenue
New York, NY 10017
Attention: General Counsel
If to the
Directors most recent address shown on the Companys corporate records, or at
any other address at which the Director may specify in a notice delivered to
the Company in the manner set forth herein.
16. Costs. In any
action at law or in equity to enforce any of the provisions or rights under
this Grant Agreement, including any arbitration proceedings to enforce such
provisions or rights, the unsuccessful party to such litigation or arbitration,
as determined by the
IN WITNESS WHEREOF, the
undersigned have executed this Grant Agreement as of the date first above
INVESTMENT TECHNOLOGY GROUP, INC.
Name: Robert C. Gasser
Title: CEO and President
accept the Option described in this Grant Agreement, and I agree to be bound by
the terms of the Subplan, the 2007 Plan and this Grant Agreement. I hereby
acknowledge that a copy of the Plan and the Plan prospectus have been delivered
to me. I hereby further agree that all the decisions and determinations of the
Committee shall be final and binding.
[Insert Name of the Director]