EXHIBIT 10.1


 


Employment Contract for David James Stevens


 


PRIVATE &
CONFIDENTIAL


 


16 August 2010


 


Mr. David James Stevens


c/o Investment Technology Group


River Plate House, 7-11 Finsbury Circus


London EC2M 7EB


U.K.


 


Dear David,


 


We are pleased to confirm our offer of
employment with ITG Securities (Asia) Limited (“ITG”)
as the Chief
Executive Officer - Asia Pacific subject to you having obtained a valid work
visa in Hong Kong.  Your corporate title will be Managing
Director.  The terms and conditions of your
employment contract with ITG are set out below (the “Employment
Contract”).


 


COMMENCEMENT DATE


 


You will commence employment with ITG on 16 August 2010
or such other date as agreed between yourself and ITG (the “Start Date”).  In the
position of Chief
Executive Officer — Asia Pacific,
you will report to the Chief Executive Officer and President of Investment
Technology Group, Inc. (the “Company”). Your
place of employment will be at ITG’s offices in Hong Kong.


 


Continuity of employment within the Company and
its subsidiaries (the “ITG Group”)
will be recognized from 7 March 2005 which was the date of commencement of
employment with Investment Technology Group Europe Ltd. in the UK.  For the purposes of determining your
statutory benefits in Hong Kong, your commencement date at ITG Securities
(Asia) Limited will be used as the beginning of the calculation period.


 


BASE SALARY


 


Your base salary will be HKD3,300,000 per annum
and it will be paid to you in 12 equal monthly instalments of HKD275,000  in arrears to your nominated bank account in Hong
Kong.  Your base salary will be subject
to any lawful or authorised deductions, where applicable.


 


BONUS


 


ITG has a discretionary bonus pool.  Such bonuses:


 


·                  are not contractual;


 


·                  are awarded on an entirely discretionary basis in whatever form or
amount and at whatever time ITG determines; and


 


·                  may be payable depending upon your individual performance as well as the
overall performance of ITG and such other factors as ITG may determine.


 


ANNUAL LEAVE


 


ITG’s holiday year is a calendar year running
from 1 January to 31 December.  You
will be entitled to 25  working days
of paid annual leave, accrued on a pro-rata basis.  A number of 


 


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these days are statutory leave entitlements and
the remainder are non-statutory leave entitlements (“Non-Statutory
Entitlements”).  Statutory
leave may be carried forward to the following calendar year.


 


While Non-Statutory Entitlements  are cumulative, such accrued entitlements must be taken
within the current holiday calendar year. 
There is no entitlement to payment in lieu of Non-Statutory Entitlements
not taken within the relevant holiday calendar year.  However, Non-Statutory Entitlements may be
carried forward to future years with the specific agreement of Company
management.


 


You must take at least 5 consecutive days of
annual leave in each calendar year.  The
taking of annual leave is to be agreed in advance.


 


INSURANCE


 


You and your family will be offered coverage in
ITG’s International Medical and Dental Plan. 
Details will be forwarded to you under separate cover. Also, ITG
currently offers life insurance cover and permanent health insurance
(disability insurance) cover in which you may participate. Participation in
these schemes is voluntary and the provision of each of these benefits is
discretionary, not contractual. ITG reserves the right to cease or change this
coverage and offering at any time.


 


WORK PERMIT/VISA


 


We will coordinate with our Immigration
Representative to assist in obtaining the proper visas and work permits for
you, and visas for your family.  To the
extent that you pay any visas, passport, and/or immigration expenses
personally, you will be reimbursed per the instructions provided to you.


 


MEDICAL EXAMS


 


We strongly suggest that you and your family
have a medical examination prior to your departure.  This is intended for your own safety to
enable you to clarify any medical concerns prior to the start of the
assignment.


 


RELOCATION ALLOWANCE


 


Upon receipt of this Employment Contract signed
by you, and confirmation that your pre-transfer tax consultations were
conducted, ITG will provide a lump sum payment to you in the amount of GBP
10,000 in accordance with the International Transfer Policy.


 


SHIPMENT OF HOUSEHOLD BELONGINGS


 


The Company will assist
in contracting a relocation company to move your household belongings to your
new location.  You will be entitled to (a) air
ship 500 pounds plus 250 pounds per additional family member to your new
location and (b) surface
ship your other household goods, limited to a 40-foot container, in each case
in accordance with the International Transfer Policy.


 


HOUSING


 


During the first three years of your assignment
in Hong Kong, ITG will provide you with a housing allowance of up to
HKD115,000 per month to offset the cost of renting  accommodation.


 


RELOCATION TAX POLICY


 


You will be provided with a pre-transfer tax
consultation with a Company-designated tax services provider.  Tax preparation services will be provided by
the designated tax services provider for the Home and Host Country tax returns
for the first year of transfer and the year after transfer.  The tax services program does not cover
personal financial tax planning.


 


MANDATORY PROVIDENT FUND


 


ITG will make mandatory contributions on your
behalf as required under the Mandatory Provident Fund
Ordinance to ITG’s nominated mandatory provident fund scheme.  You will be 


 


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required to participate in ITG’s mandatory provident
fund scheme.  ITG may, at its absolute
discretion, contribute an additional amount towards a voluntary provident
scheme.  Details of this scheme will be
provided to you.


 


EXCLUSIVE SERVICE


 


During your employment, you will devote your
attention and skills exclusively to the business of ITG and you will use your
best endeavours to promote the interests and business welfare of ITG.  You will not, during your employment with
ITG, work or take employment for any other party without the prior written consent
of the Company’s Chief Executive Officer.


 


You shall carry out your duties in a proper,
loyal and efficient manner and shall use your best endeavours to promote the
interest and reputation of ITG and not do anything that is harmful to it.


 


COMPLIANCE WITH INDUSTRY STANDARDS


 


ITG operates within the highly regulated
securities industry.  Each of ITG’s
employees must be aware of, and indicate his or her compliance with, the
industry standards, laws and regulations.


 


In accepting this offer of employment, you
agree that you are aware of, and will comply with all, applicable laws, rules and
regulations of the securities industry that are applicable to you and ITG.


 


COMPLIANCE WITH ITG’S POLICIES AND PROCEDURES


 


In accepting this offer of employment, you agree
that you will comply with ITG’s internal policies and procedures (including
those of any companies within the ITG Group, as applicable) (“Policies”), including those set out in ITG’s Staff Handbook
and Compliance Manual.  Further, upon
commencement of your employment, you agree that you will sign an acknowledgment
confirming that you have read and will comply with the relevant policies set
out in ITG’s Compliance Manual and Staff Handbook (including the disciplinary
procedures set out therein).


 


If at any time during your employment with ITG
there is an inconsistency between the terms of your employment and any
applicable laws, rules and regulations of the securities industry or the
contents of the Staff Handbook, the Compliance Manual or Policies, you agree
that the terms of your employment will be modified in accordance with such
laws, rules and regulations of the securities industry or the contents of
the Staff Handbook, the Compliance Manual or Policies.


 


Please note that the Policies and ITG’s Staff Handbook
will be applied at ITG’s or the Company’s discretion, taking into account the
circumstances of each particular case. 
Further, the contents of the Policies and the Staff Handbook are for the
sole benefit of ITG and/or the Company and they may be varied from time to time
at ITG’s or the Company’s sole discretion as applicable.


 


CONFIDENTIALITY


 


Due to the competitive nature of the industry
in which ITG operates, employees must indicate that they fully understand the
confidentiality requirements of ITG.


 


It is agreed that, both during the continuance
of your employment and after the termination of your employment, you will keep
confidential and not divulge or make use of, either directly or indirectly, any
information of a confidential or proprietary nature concerning the practice,
business, dealings and affairs of ITG (or any companies within the ITG Group or
their respective customers), acquired as a direct or indirect result of your
employment with ITG.


 


You agree that at the commencement of your employment
with ITG, you will sign ITG’s Employee Intellectual Property and
Confidentiality Agreement, a copy of which is enclosed.


 


Further, the contents of this Employment
Contract, particularly the references to remuneration and benefits, are
strictly confidential and must not be disclosed to anyone inside or outside of
ITG save as may be required by you to fulfil any statutory obligation, to
instruct professional 


 


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advisers (on a confidential basis) or to disclose
to members of your immediate family (on a confidential basis).


 


INTELLECTUAL PROPERTY


 


As a result of the competitive nature of the
industry in which ITG operates, employees must indicate that they fully
understand the requirements with respect to intellectual property.


 


You acknowledge that any of the documents,
electronic files or other inventions created during and in the course of your
employment with ITG, either individually or jointly with others, is the
property of ITG.


 


You agree to disclose to ITG all inventions,
novel designs and works created during and pursuant to your employment with
ITG.  You shall, both during and after
the term of this Employment Contract, do all such acts and things, and sign all
such documents as ITG or its representatives may reasonably request, to secure
to ITG the ownership or registration rights in the invention and works.  Undertakings regarding confidential
information will apply to the intellectual property created by you.


 


As stated above, you agree that at the
commencement of your employment with ITG, you will sign ITG’s Employee
Intellectual Property and Confidentiality Agreement.


 


EMPLOYEE DATA


 


ITG will treat as confidential all personal
data obtained from you or collated in relation to you.  This personal data file will be used for
internal purposes relating to your employment, including by way of example, for
matters such as training, promotion and staff benefits.


 


It might also be necessary from time to time
for certain information about you to be disclosed to other companies, agents or
third parties, such as insurance companies and industry regulators, for
purposes relating directly or indirectly to your employment.  Such data may, if required, be sent outside
Hong Kong.  ITG agrees that, if it is
required to transmit such information to a third party, it shall notify you of
such transmission, unless the law prevents ITG from providing you with such
notification.  By signing and returning a
duplicate of this Employment Contract, you confirm your consent to such
disclosures and transfers.


 


COVENANT


 


In the event that your employment with ITG ends
(whether by termination with cause, without cause or resignation), you hereby
covenant that you will not for a period of six months after the termination of
your employment solicit or entice away or endeavour to solicit or entice away
from any company within the ITG Group, including ITG, any person whom at the
date of termination or at any time during the six months prior to that date is
or was employed or engaged by any company within the ITG Group, including ITG
(whether or not such person would commit a breach of his/her employment
contract by so doing).


 


TERMINATION OF THE EMPLOYMENT CONTRACT — WITH
NOTICE


 


This Employment Contract may be terminated at
any time prior to the third anniversary of the Start Date either by you or ITG
giving six months’ notice in writing or making
a payment in lieu of such notice equivalent to six months’ salary. Following
the third anniversary of the Start Date, this Employment Contract may be
terminated either by you or ITG by giving three months’ notice in writing or
making a payment in lieu of such notice equivalent to three months’
salary.  ITG reserves the right to pay
the equivalent of three or six months’ salary, as applicable, and no longer require your presence at the work
place.  In these circumstances, you shall
remain in ITG’s employ for the three-month period or six-month period, as
applicable, for which you have been paid commencing upon the date that notice
was given.


 


Should your employment be terminated by mutual
consent and alternative employment within the ITG Group be offered and accepted
by you, the notice periods shall not apply and there shall be no payment of
salary in lieu of any notice period.


 


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If you voluntarily terminate employment from
ITG at any time prior to the third anniversary of the Start Date, a pro-rata
repayment of relocation expenses will be due to the Company based on the
schedule included in the International Transfer Policy.


 


If your employment contract is terminated by
ITG without cause (and not due to death or disability) at any time prior to the
third anniversary of the Start Date, then:


 


1.               ITG shall pay you, through the date of your termination of
employment, base salary at the rate then in effect, together with your
statutory entitlements in accordance with the standard payroll practices of
ITG;


 


2.               ITG shall pay you an amount in cash equal to your Average
Bonus (as defined below) pro rated for the number of full and partial months
during the calendar year in which such termination of employment occurs, and
such payment shall be made in a lump sum within 7 days after the date of such
termination of employment (or, if the Average Bonus is calculated based upon
the actual achievement of applicable performance objectives, then at the time
provided in accordance with the applicable terms of the bonus plan in effect
during the year in which your termination of employment occurs);


 


3.               ITG shall pay you an amount in cash equal to one (1) times
the sum of (A) your annual base salary in effect immediately prior to the
date of your notice of termination of employment, and (B)  your Average
Bonus; and such payment shall be made in a lump sum within 7 days after the
date of such termination of employment (or, if the Average Bonus is calculated
based upon the actual achievement of applicable performance objectives, then
the payment representing your Average Bonus amount will be paid at the time
provided in accordance with the applicable terms of the bonus plan in effect
during the year in which your termination of employment occurs);


 


Average Bonus means the average of the annual bonuses paid to you by ITG
or any ITG Group company for the three years immediately preceding the year in
which your termination of employment with ITG occurs. For the avoidance of
doubt, annual bonuses shall include any bonus amounts paid in the form of Basic
Units awarded under the Company’s Equity Deferral Award Program Subplan (or any
successor thereto).


 


TERMINATION OF THE EMPLOYMENT CONTRACT – WITHOUT
NOTICE


 


There are certain situations in which ITG
reserves the right to terminate this Employment Contract without notice,
effective immediately, without the payment of the three months’ or six months’,
as applicable, salary in lieu of notice.  Such situations may arise and would be
considered a termination with cause, for example, if:


 


1.               You commit a material breach of this Employment
Contract or the Company’s Policies;


 


2.               You breach any of the laws, rules or regulations
which govern the securities industry either in Hong Kong or, as applicable,
internationally;


 


3.               You wilfully disobey a lawful and reasonable order
from your Manager;


 


4.               You become bankrupt or enter into any arrangement with
your creditors;


 


5.               You are convicted of a criminal offence;


 


6.               You are guilty of fraud or dishonesty;


 


7.               You engage in misconduct, such conduct being
inconsistent with the due and faithful discharge of your duties;


 


8.               You are habitually neglectful of your duties;


 


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9.               You engage in any conduct tending, in the reasonable
opinion of ITG, to bring yourself or ITG, its clients or its related companies
into disrepute or you engage in conduct that, in the reasonable opinion of ITG,
is detrimental to the interests of ITG, its employees, its clients or its
related companies.


 


CONDITIONS PRECEDENT


 


This Employment Contract is subject to you:


 


1.               gaining registration with any appropriate regulatory
bodies, including attempting and passing any regulatory examinations, if
applicable and when requested;


 


2.               making a successful application for a work permit, if
applicable;


 


3.               passing a medical examination confirming your fitness
to work, if so requested by the relevant medical insurance company;


 


4.               agreeing to execute an Employee Intellectual Property
and Confidentiality Agreement;


 


5.               agreeing that you will read and will comply with the
contents and procedures outlined in ITG’s Staff Handbook and Compliance Manual;
and


 


6.               not having any binding or restrictive covenants from
your prior employer that may restrict or impede your activities with ITG.


 


OTHER


 


Any portion of this Employment Contract may be
varied, waived or amended by written agreement between you and ITG.  That variation, waiver or amendment shall
apply only to the agreed portion or portions of the Employment Contract and
shall not affect the remainder of the Employment Contract.


 


Should any part of this Employment Contract be
invalid or unenforceable for any reason whatsoever, the remainder of the
Employment Contract shall remain effective and enforceable by you and ITG.


 


This Employment Contract, together with any
other documents referred to in this contract, supersedes all other agreements
both oral and in writing between ITG and you (other than those expressly
referred to herein) and you and any ITG Group company, including but not
limited to (i) the Offer Letter dated June 24, 2010 and (ii) the
Contract of Employment dated February 14, 2005.  You acknowledge that you have not entered
into this Employment Contract in reliance upon any representation, warranty or
undertaking which is not set out in this contract or expressly referred to in
it as forming part of your contract of employment.


 


This Employment Contract is governed by, and
shall be construed in accordance with, the laws of the Hong Kong Special
Administrative Region.


 


This offer of employment is valid for seven
days from the date of this letter. 
Please indicate your acceptance of the above terms of employment by
signing, dating and returning the attached duplicate of this letter to ITG.


 


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On behalf of the management and staff of ITG, I
would like to take this opportunity to formally welcome you as our new Chief
Executive Officer – Asia Pacific and look forward to achieving the goals we
have set for the region.


 


Yours sincerely,


For and on behalf of


ITG Securities (Asia) Limited


 


	
  /s/
  Robert C. Gasser

  	
   

  
	
  Robert C. Gasser

  	
   

  
	
  Director

  	
   

  



 


 


I agree and accept the terms and conditions of
this Employment Contract as set out above.


 


 


	
  Signature: 

  	
  /s/ David James Stevens

  	
   

  	
  Date: 

  	
  August
  27, 2010

  
	
   

  	
  David James Stevens

  	
   

  	
   

  
	
   

  	
  Passport No. 540172167 UK

  	
   

  	
   

  



 


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