Exhibit 10.3.28


EMPLOYEE
ADVISOR AGREEMENT


THIS EMPLOYEE ADVISOR
AGREEMENT (the “Agreement”), is entered into as of February 27, 2007 by and
between Investment Technology Group, Inc., a Delaware corporation (the “Company”),
and Raymond L. Killian, Jr. (the “Employee”).


BACKGROUND


WHEREAS, the Employee has been employed by
the Company pursuant to the terms of that certain employment agreement dated
October 1, 2004, as amended on October 4, 2006 and December 19, 2006 (the “Employment
Agreement”); and


WHEREAS, in connection with the Company’s
retention of a new Chief Executive Officer and President, the Employee resigned
as Chief Executive Officer and President and transitioned to Chairman of the
Company; and


WHEREAS, the Company and
the Employee desire to change the level of Employee’s employment relationship
on mutually agreeable terms as of the Effective Date (as defined in Section 1
below) based on the terms set forth in this Agreement.


NOW,
THEREFORE, in consideration of the mutual promises
hereinafter set forth, and intending to be legally bound hereby, the Company
and the Employee hereby agree as follows:


1.                             Term.  The term of this Agreement shall begin on
April 1, 2007 (the “Effective Date”) and shall continue until March 31, 2009,
unless terminated sooner pursuant to Section 9 below (the “Term”).


2.                             Services to be Provided.


(a)                           Advisory
Services.  During the Term,
the Employee shall perform for the Company such reasonable transition services
(taking into account the Employee’s other commitments) and other advisory
services as shall be reasonably assigned to the Employee by the Chief Executive
Officer and President of the Company and the Board of Directors of the Company
(the “Board”) from time to time.  The
foregoing duties of the Employee shall be referred to for purposes of this
Agreement as the “Advisory Services.”


(b)                           Working Time.  During the Term, the Employee agrees to
devote substantial working time, attention and energies to the Advisory
Services on a schedule mutually acceptable to the Employee and the
Company.  The Employee agrees that he
shall generally be available to perform the Advisory Services and at the
Company’s Boston office when required. 
The Employee shall give the Company advance notice of periods of
vacation.  The Company agrees that the
Employee will not employed on a full-time and may provide services to other
companies, including by serving as a member of the boards of directors of other
companies; provided that the Employee shall be required to comply with the
restrictive covenants set forth in Section 4 below.













3.                             Compensation; Benefits.


(a)                           Compensation.  As compensation for the Employee’s
performance of the Advisory Services under this Agreement during the Term, the
Employee shall receive (i) a salary of $100,000 per month payable in accordance
with the Company’s normal payroll practices and subject to all applicable
employment and tax withholdings, and (ii) on or around April 1, 2009, and,
assuming the satisfactory performance of the Employee’s assigned duties
hereunder, in the reasonable and good faith judgment of the Board, a one time
severance payment of $600,000.  In
addition, the Company shall reimburse the Employee for all reasonable expenses
incurred by the Employee in connection with the performance of the Advisory
Services in accordance with the Company’s expense reimbursement policies for
executives.


(b)                           Employee
Benefits.  During the Term, the Employee shall continue to be entitled to
participate in and receive any benefit or rights under any Company employee
benefit plans, including, without limitation, employee insurance, medical,
pension, savings or deferred compensation plans.  Upon the completion of the Term, as a retiree of the Company,
the Company shall provide the Employee and his spouse with medical benefits for
the remainder of their lives at coverage levels substantially similar to those
provided to senior executive employees of the Company from time to time.  Such medical benefits shall either be
provided under the Company’s medical benefit plan or through Company paid
medical insurance obtained by the Company for the benefit of the Employee and
his spouse.


(c)                           Effect of
Termination.


(i)            If, prior to the expiration of the
Term, the Company terminates the Employee’s employment with the Company for any
reason other than Cause (as defined below), the payments described in Sections
3(a)(i) and (ii) shall continue to be made as severance as and when they would
otherwise have been made pursuant to the terms of this Agreement as if the
Employee’s employment with the Company had not been terminated, but the
benefits provided pursuant to Section 3(b) shall cease except for medical
benefits as set forth above in Section 3(b). 
Notwithstanding the preceding sentence, if, at any time during the
payment period, the Employee agrees to waive his rights to the continued
payments described in Sections 3(a)(i) and (ii), the Employee shall have no
further obligation to comply with the restrictions set forth in Sections 4(c)
and (d) following his termination.


(ii)           If the Employee voluntarily
terminates his employment with the Company for any reason or if the Employee’s
employment is terminated by the Company for Cause, in either case, prior to the
expiration of the Term, no further payments shall be due under the terms of
this Agreement; provided that, in each case, the medical benefits as set forth
in Section 3(b) shall continue.  For this
purpose, the term “Cause”  means (A) gross negligence in the performance of the
Employee’s duties which results in material financial harm to the Company or
its subsidiaries; (B) the Employee’s conviction of, or plea of nolo
contendere to, any felony, or other crime involving the personal enrichment of
the Employee at the expense of the Company or its subsidiaries 



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(unless the Employee’s action or omission occurred in
good faith in the reasonable belief that such action was not criminal);
(C) willful refusal by the Employee to perform his duties and
responsibilities without the same being corrected within thirty (30) days after
being given written notice thereof; or (D) the material breach by the
Employee of any of the covenants contained in Section 4 of this Agreement.  Notwithstanding the above, “Cause” shall not
exist unless the Employee shall have been given written notice that the Company
believes it has “Cause”, the Employee has had the opportunity to appear before
the Board with counsel of his choice to answer the assertion, and such Board by
a two-thirds vote, not including the Employee, has thereafter voted to
terminate the Employee’s service for Cause.


(d)                           Change in
Control.  Upon the occurrence
of a Change in Control during the Term, the Company shall pay to the Employee
all of the amounts he would have otherwise received through the remainder of
the Term as set forth in Sections 3(a)(i) and (ii) had he remained in service
throughout that period.  Payment shall be
made in a lump sum as soon as reasonably practicable following the occurrence
of the Change in Control.  For this
purpose, “Change in Control” means and shall be deemed to have occurred:


(i)            if any person (within the meaning of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), other than the Company
or a Related Party, is or becomes the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of Voting Securities
representing thirty-five percent (35%) or more of the total voting power of all
the then-outstanding Voting Securities; or


(ii)           if the individuals who, as of the date hereof, constitute
the Board, together with those who first become directors subsequent to such
date and whose recommendation, election or nomination for election to the Board
was approved by a vote of at least a majority of the directors then still in
office who either were directors as of the date hereof or whose recommendation,
election or nomination for election was previously so approved, cease for any
reason to constitute a majority of the members of the Board; or


(iii)          upon consummation of a merger, consolidation,
recapitalization or reorganization of the Company, reverse split of any class
of Voting Securities, or an acquisition of securities or assets by the Company
other than (A) any such transaction in which the holders of outstanding Voting
Securities immediately prior to the transaction receive (or retain), with
respect to such Voting Securities, voting securities of the surviving or
transferee entity representing more than fifty percent (50%) of the total
voting power outstanding immediately after such transaction, with the voting
power of each such continuing holder relative to other such continuing holders
not substantially altered in the transaction, or (B) any such transaction which
would result in a Related Party beneficially owning more than fifty percent
(50%) of the voting securities of the surviving or transferee entity
outstanding immediately after such transaction; or


(iv)          upon consummation of the sale or disposition by the Company
of all or substantially all of the Company’s assets, other than any such
transaction which 



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would result in a Related Party owning or acquiring
more than fifty percent (50%) of the assets owned by the Company immediately
prior to the transaction; or


(v)           if
the stockholders of the Company approve a plan of complete liquidation of the
Company.


For purposes of the
foregoing definition, the following terms shall have the following
meanings:  (A) “Voting
Securities or Security” means any securities of the Company which
carry the right to vote generally in the election of directors; (B) “Subsidiary” or “Subsidiaries” means,
with respect to any Person, any corporation, partnership, limited liability
company, association or other business entity of which (a) if a corporation,
fifty (50) percent or more of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or combination thereof; or (b) if a
partnership, limited liability company, association or other business entity,
fifty (50) percent or more of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination
thereof.  For purposes of this
definition, a Person or Persons shall be deemed to have a fifty (50) percent or
more ownership interest in a partnership, limited liability company,
association or other business entity if such Person or Persons are allocated
fifty (50) percent or more of partnership, limited liability company,
association or other business entity gains or losses or control the managing
director or member or general partner of such partnership, limited liability
company, association or other business entity; (C) “Related
Party” means (a) a Subsidiary of the Company; (b) an employee or
group of employees of the Company or any Subsidiary of the Company; (c) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any majority-owned Subsidiary of the Company; or (d) a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportion as their ownership of Voting Securities; and
(D) “Person” means an individual, a
partnership, a corporation, a limited liability company, an association, a
joint stock company, an estate, a trust, a joint venture, an unincorporated organization
or a governmental entity or any department, agency or political subdivision
thereof.


4.                             Restrictive Covenants.


(a)                           Nondisclosure
and Nonuse of Confidential Information.  The
Employee shall not disclose or use at any time during or after the Term any
Confidential Information of which the Employee is or becomes aware, whether or
not such information is developed by him, except to the extent he reasonably
believes that such disclosure or use is directly related to and appropriate in
connection with the Employee’s performance of duties assigned to the Employee
pursuant to this Agreement.  Under all
circumstances and at all times, the Employee shall take all appropriate steps
to safeguard Confidential Information in his possession and to protect it against
disclosure, misuse, espionage, loss and theft. 
For purposes of this Agreement, “Confidential Information”
means information that is not generally known to the public and that was or  is used, 



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developed or obtained by the Company or its
Subsidiaries in connection with their business and which constitutes trade
secrets or information which the Company has made reasonable efforts to
protect.  It shall not include
information (a) required to be disclosed by court or administrative order;
(b) lawfully obtainable from other sources or which is in the public
domain through no fault of the Employee; or (c) the disclosure of which is
consented to in writing by the Company.


(b)                           Ownership of
Intellectual Property.  In the
event that the Employee as part of his activities on behalf of the Company
generates, authors or contributes to any invention, design, new development,
device, product, method of process (whether or not patentable or reduced to
practice or comprising Confidential Information), any copyrightable work
(whether or not comprising Confidential Information) or any other form of
Confidential Information relating directly or indirectly to the business of the
Company as now or hereinafter conducted (collectively, “Intellectual
Property”), the Employee acknowledges that such Intellectual Property
is the sole and exclusive property of the Company and hereby assigns all right
title and interest in and to such Intellectual Property to the Company.  Any copyrightable work prepared in whole or
in part by the Employee during the Term shall be deemed “a work made for hire”
under Section 201(b) of the Copyright Act of 1976, as amended, and the
Company shall own all of the rights comprised in the copyright therein.  The Employee shall promptly and fully
disclose all Intellectual Property and shall cooperate with the Company to
protect the Company’s interests in and rights to such Intellectual Property
(including providing reasonable assistance in securing patent protection and
copyright registrations and executing all documents as reasonably requested by
the Company, whether such requests occur prior to or after termination of
Employee’s employment hereunder).


(c)                           Noncompetition.  The Employee hereby acknowledges that during
his employment by the Company, the Employee has and shall become familiar with
trade secrets and other Confidential Information concerning the Company, its
Subsidiaries and their respective predecessors, and that the Employee’s
services have been and shall be of special, unique and extraordinary value to
the Company.  In addition, the Employee
hereby agrees that at any time during the Term, and, except as provided in
Section 3, for a period of one year after the date the Term terminates (the “Noncompetition Period”), the Employee shall not, directly or
indirectly, own, manage, control, participate in, consult with, render services
for, or in any manner engage in, any business competing with the businesses of
the Company or its Subsidiaries as such businesses exist or are in process or
are being demonstrably planned as of the date of termination , within any
geographical area in which, as of the date of termination, the Company or its
Subsidiaries engage or demonstrably plan to engage in such businesses.  It shall not be considered a violation of
this Section 4(c) for the Employee to be a passive owner of not more than 2% of
the outstanding stock of any class of a corporation which is publicly traded,
so long as the Employee has no active participation in the business of such
corporation.


(d)                           Nonsolicitation.  The Employee hereby agrees that (i) during
the Term and, except as provided in Section 3, for a period of one (1) year
after the date of termination (the “Nonsolicitation Period”)
the Employee shall not, directly or indirectly 



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through another entity, induce or attempt to induce
any employee of the Company or its Subsidiaries to leave the employ of the
Company or its Subsidiaries, or in any way interfere with the relationship
between the Company or its Subsidiaries and any employee thereof or otherwise
employ or receive the services of an individual who was an employee of the
Company or its Subsidiaries at any time during such Nonsolicitation Period,
except any such individual whose employment has been terminated by the Company
and (ii) during the Nonsolicitation Period, the Employee shall not induce
or attempt to induce any customer, supplier, client, broker, licensee or other
business relation of the Company or its Subsidiaries to cease doing business
with the Company or its Subsidiaries.


(e)                           Enforcement.  If, at the enforcement of Sections 4(a)
through (d), a court holds that the duration or scope restrictions stated
herein are unreasonable under circumstances then existing, the parties agree
that the maximum duration or scope reasonable under such circumstances shall be
substituted for the stated duration or scope and that the court shall be
permitted to revise the restrictions contained in this Section 4 to cover the
maximum duration and scope permitted by law.


5.                             Return of Company Property.  Promptly upon the expiration or sooner termination
of the Term, and earlier if requested by the Company at any time, the Employee
shall promptly deliver to the Company all copies and embodiments, in whatever
form or medium, of all Confidential Information or Intellectual Property in the
Employee’s possession or within his control (including written records, notes,
photographs, manuals, notebooks, documentation, program listings, flow charts,
magnetic media, disks, diskettes, tapes and all other materials containing any
Confidential Information or Intellectual Property) irrespective of the location
or form of such material and, if requested by the Company, shall provide the
Company with written confirmation that to the best of his knowledge all such
materials have been delivered to the Company. 
This provision shall not prevent the Employee from retaining his
personal property, including his personal information contained on any
electronic device.


6.                             Equitable Relief.  The Employee acknowledges that (a) the
covenants contained herein are reasonable, (b) the Employee’s services are
unique, and (c) a breach or threatened breach by him of any of his
covenants and agreements with the Company contained in Sections 4(a) though (d)
could cause irreparable harm to the Company for which it would have no adequate
remedy at law.  Accordingly, and in
addition to any remedies which the Company may have at law, in the event of an
actual or threatened breach by the Employee of his covenants and agreements
contained in Sections 4(a) though (d), the Company shall have the absolute
right to apply to any court of competent jurisdiction for such injunctive or
other equitable relief as such court may deem necessary or appropriate in the
circumstances.


7.                             Indemnification.


(a)                           General
Indemnification.  The Company
agrees that if the Employee is made a party, or is threatened to be made a
party, to any action, suit or proceeding, whether civil, criminal,
administrative or investigative (each, a 



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“Proceeding”),
by reason of the fact that he is or was a director, officer or employee  of the Company or is or was serving at the request of the
Company as a director, officer, member, employee, consultant or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether or not the
basis of such Proceeding is the Employee’s alleged action in an official
capacity while serving as a director, officer, member, employee, consultant or
agent, the Employee shall be indemnified and held harmless by the Company to
the fullest extent permitted or authorized by applicable law and the Company’s
certificate of incorporation or bylaws, against all cost, expense, liability
and loss (including, without limitation, attorney’s fees, judgments, damages,
settlements, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by the Employee in
connection therewith (collectively, the “Expenses”), and
such indemnification shall continue as to the Employee even if he has ceased to
be a director, member, employee, consultant or agent of the Company or other
entity and shall inure to the benefit of the Employee’s heirs, estate,
executors and administrators.


(b)                           Advances of
Expenses.  Expenses incurred
by the Employee in connection with any Proceeding shall be paid by the Company
in advance within thirty (30) days after receipt of written request by the
Employee specifying the Expenses for which the Employee seeks an advancement,
provided that the Employee has delivered to the Company a written, signed
undertaking to reimburse the Company for Expenses if it is finally determined
by a court of competent jurisdiction that the Employee is not entitled under
this Agreement to indemnification with respect to such Expenses.


(c)                           Notice of
Claim.  The Employee shall
give to the Company notice of any claim made against the Employee for which
indemnification shall or could be sought under this Agreement, but the Employee’s
failure to give such notice shall not relieve the Company of any liability the
Company may have to the Employee except to the extent that the Company is
prejudiced thereby.  In addition, the
Employee shall give the Company such information and cooperation as it may
reasonably require and as shall be within the Employee’s power and at such time
and places as are convenient for the Employee.


(d)                           Defense of
Claim.  With respect to any
Proceeding as to which the Employee notifies the Company of the commencement
thereof:


(i)            the Company shall be entitled to
participate therein at its own expense; and


(ii)           except as otherwise provided below,
to the extent that it may wish, the Company shall be entitled to assume the
defense thereof, with counsel reasonably satisfactory to the Employee.  The Employee also shall have the right to employ
the Employee’s own counsel in such action, suit or proceeding if the Employee
reasonably concludes that failure to do so would involve a conflict of interest
between the Company and the Employee, and under such circumstances the fees and
expenses of such counsel shall be at the expense of the Company, subject to the
provisions herein; and



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(iii)          the Company shall not be liable to
indemnify the Employee under this Agreement for any amounts paid in settlement
of any action or claim effected without its written consent.  The Company shall not settle any action or
claim in any manner that would not include a full and unconditional release of
the Employee without the Employee’s prior written consent.  Neither the Company nor the Employee shall
unreasonably withhold or delay their consent to any proposed settlement.


8.                             Termination.  Notwithstanding the provisions of Section 3,
the Company may terminate the Term (a) for any reason upon 60 days’ prior
written notice to the Employee, and (b) immediately upon written notice to the
Employee, in the event of termination for Cause.  The Employee may terminate the term of this
Agreement for any reason upon 60 days’ prior written notice to the
Company.  In the event of any termination
of the Term, the Company shall be responsible for any unreimbursed expenses and
continued payments as described in Section 3. 
Within five days after any termination of the term of this Agreement,
the Employee shall deliver to the Company all work product resulting from the
performance of the Advisory Services.


9.                             No Conflicting Agreements; Non-Exclusive
Engagement.  The Employee
represents that the Employee is not a party to any existing agreement which
would prevent the Employee from entering into and performing this
Agreement.  The Employee shall not enter
into any other agreement that is in conflict with the Employee’s obligations
under this Agreement.


10.                           Entire Agreement, Amendment and Assignment.  Except as otherwise provided in a separate
writing between the Employee and the Company, this Agreement is the sole
agreement between the Employee and the Company with respect to the Advisory
Services to be performed hereunder and it supersedes all prior agreements and
understandings with respect thereto, whether oral or written, including, but
not limited to, the Employment Agreement. 
No modification to any provision of this Agreement shall be binding
unless in writing and signed by both the Employee and the Company.  No waiver of any rights under this Agreement
shall be effective unless in writing signed by the party to be charged.  All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective heirs, executors, administrators, legal representatives,
successors and assigns of the parties hereto, except that the duties and
responsibilities of the Employee hereunder are of a personal nature and shall
not be assignable or delegable in whole or in part by the Employee.


11.                           Governing Law.  This Agreement shall be governed by and
interpreted in accordance with laws of the State of Delaware without giving
effect to any conflict of laws provisions.


12.                           Notices.  All notices, demands or other communications
to be given or delivered under or by reason of the provisions of this Agreement
shall be in writing and shall be deemed to have been given when delivered
personally to the recipient, two (2) business days after the date when sent to
the recipient by reputable express courier service (charges prepaid) or four
(4) business days after the date when mailed to the 



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recipient by certified or registered mail, return
receipt requested and postage prepaid. 
Such notices, demands and other communications shall be sent to the
Employee and to the Company at the addresses set forth below,


	
  

  	
  If to the Employee:

  	
   

  	
  To the last address delivered to the Company by the

  Employee in the manner set forth herein.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  If to the Company:

  	
   

  	
  Investment Technology Group, Inc.

  380 Madison Avenue

  New York, New York 10017

  Attn: General Counsel

  



 


or to such other address
or to the attention of such other person as the recipient party has specified
by prior written notice to the sending party.


13.                           Counterparts.  This Agreement shall become binding when any
one or more counterparts hereof, individually or taken together, shall bear the
signatures of the Employee and the Company. 
This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original as against any party whose signature
appears thereon, but all of which together shall constitute but one and the
same instrument.


14.                           Severability.  If any provision of this Agreement or
application thereof to anyone or under any circumstances is adjudicated to be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect any other provision or application of this
Agreement which can be given effect without the invalid or unenforceable
provision or application and shall not invalidate or render unenforceable such
provision or application in any other jurisdiction.


15.                           Survival.  Sections 5 through 14 shall
survive and continue in full force in accordance with their terms
notwithstanding any termination of the Term, and the Agreement shall otherwise
remain in full force to the extent necessary to enforce any rights and
obligations arising hereunder during the Term.


[SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF, the undersigned, intending to be legally bound,
have duly executed this Agreement as of the date first above written.


	
  

  	
  INVESTMENT
  TECHNOLOGY GROUP, INC.

  
	
   

  	
  By:

  	
  /s/ Robert C.
  Gasser

  	
   

  
	
   

  	
  Name: Robert C.
  Gasser

  	
   

  
	
   

  	
  Title: President
  and CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date: February
  27, 2007

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Raymond L.
  Killian, Jr.

  	
   

  
	
   

  	
  Raymond L. Killian,
  Jr.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date: February
  27, 2007

  	
   

  



 



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