Exhibit
10.1


CHANGE IN CONTROL
AGREEMENT


Agreement, made this 9th day of May, 2006, by and between
Investment Technology Group, Inc., a Delaware corporation (the “Company”),
and _________________ (the “Executive”).


WHEREAS, the Executive is a key employee of the
Company; and


WHEREAS, the Board of Directors of the Company (the “Board”)
considers the maintenance of a sound management to be essential to protecting
and enhancing the best interests of the Company and its stockholders and
recognizes that the possibility of a change in control raises uncertainty and
questions among key employees and may result in the departure or distraction of
such key employees to the detriment of the Company and its stockholders; and


WHEREAS, the Board wishes to assure that it will have
the continued dedication of the Executive and the availability of his or her
advice and counsel, notwithstanding the possibility, threat or occurrence of a
bid to take over control of the Company, and to induce the Executive to remain
in the employ of the Company; and


WHEREAS, the Executive is willing to continue to serve
the Company taking into account the provisions of this Agreement;


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


1.             Operation and Term of Agreement.
This Agreement shall commence on the date set forth above and shall terminate
on the second anniversary of such date unless this Agreement is extended, as
set forth below; provided, however, that after a Change in
Control of the Company during the term of this Agreement, this Agreement shall
remain in effect until all of the obligations of the parties hereunder are
satisfied and the Protection Period has expired. The term of this Agreement
shall be extended automatically at the end of the initial term and the end of
any extended term for an additional period of two years unless either party
shall provide written notice to the other of its intention not to so extend,
such notice to be given not less than one year prior to the end of the initial
term or any extension thereof, as the case may be. Notwithstanding the
foregoing, prior to a Change in Control this Agreement shall immediately terminate
upon termination of the Executive’s employment, except in the case of such
termination under circumstances set forth in the last paragraph of Section 3
below.


2.             Definitions. For purposes of
this Agreement, the following terms have the meanings set forth below:



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“Cause” shall mean the occurrence
of any one or more of the following: (i) the Executive’s willful failure
to substantially perform his duties with the Company (other than any such
failure resulting from the Executive’s Disability), after a written demand for
substantial performance is delivered to the Executive that specifically
identifies the manner in which the Company believes that the Executive has not
substantially performed his duties, and the Executive has failed to remedy the
situation within fifteen (15) business days of such written notice from the
Company; (ii) gross negligence in the performance of the Executive’s
duties which results in material financial harm to the Company; (iii) the
Executive’s conviction of, or plea of guilty or nolo
contendere, to any felony or any other crime involving the personal
enrichment of the Executive at the expense of the Company; (iv) the
Executive’s willful engagement in conduct that is demonstrably and materially
injurious to the Company, monetarily or otherwise; or (v) the Executive’s
willful material violation of any provision of the Company’s code of conduct.


“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 35% percent 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 (i) 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 50 percent 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 (ii) any such transaction
which would result in a Related Party beneficially owning more than 50 percent
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 would



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result in a
Related Party owning or acquiring more than 50 percent 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.


“Code” shall
mean the Internal Revenue Code of 1986, as amended.


 “Disability” means those circumstances under which the
Executive is determined to be eligible to receive disability benefits under the
Company’s long-term disability plan or program, or, in the absence of such a
plan or program, “Disability”
will be as defined in Section 22 of the Code.


“Good Reason”
means, without the Executive’s express written consent, the occurrence after a
Change in Control of the Company of any one or more of the following:


(i)                                     a
material reduction of the Executive’s primary functional authorities, duties,
or responsibilities as an executive and/or officer of the Company from those in
effect immediately prior to the Change in Control or the assignment of duties
to the Executive inconsistent with those of an executive of the Company, other
than an insubstantial and inadvertent reduction or assignment that is remedied
by the Company promptly after receipt of notice thereof given by the Executive;
provided, however, that any reduction in authorities, duties or
responsibilities resulting merely from the acquisition of the Company and its
existence as a subsidiary or division of another entity shall not be sufficient
to constitute Good Reason;


(ii)                                  the
Company’s requiring the Executive to be based at a location in excess of thirty
five (35) miles from the location of the Executive’s principal job location or
office immediately prior to the Change in Control;


(iii)                               a
reduction by the Company of the Executive’s base salary in effect on the date
hereof, or as the same shall be increased from time to time, unless such
reduction applies on substantially the same percentage basis to all employees
of the Company generally; provided, however, that a reduction in
the Executive’s Target Annual Compensation in excess of ten percent (10%) shall
constitute Good Reason;


(iv)                              the
failure of the Company to continue in effect, or the failure to continue the Executive’s
participation on substantially the same basis in, any of the Company’s annual
incentive compensation plans in which the Executive participates prior to the
Change in Control unless such failure applies to all plan participants
generally; provided, however, that a decrease in the Executive’s Target
Annual Compensation in excess of ten percent (10%) shall constitute Good
Reason; and



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(v)                                 the
failure of the Company to obtain the assumption of the obligations contained in
this Agreement by any successor as contemplated in Section 9(c) hereof;


provided, however, that for
any of the foregoing to constitute Good Reason, the Executive must provide
written notification of his intention to resign within 30 days after the Executive
knows or has reason to know of the occurrence of any such event, and the
Company shall have 15 business days from the date of receipt of such notice to
effect a cure of the condition constituting Good Reason, and, upon cure thereof
by the Company, such event shall no longer constitute Good Reason. A
termination of employment by the Executive within a Protection Period shall be
for Good Reason if one of the occurrences specified above shall have occurred,
notwithstanding that the Executive may have other reasons for terminating
employment, including employment by another employer which the Executive
desires to accept.


“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.


“Protection Period” shall be the
period beginning on the date of a Change in Control and ending on the date that
is eighteen (18) months after the date on which the Change in Control occurs.


 “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.


“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 will 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



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director or member or general partner of such partnership,
limited liability company, association or other business entity.


“Target Annual Compensation”
shall mean the sum of the Executive’s base salary and target annual cash
incentives as in effect immediately prior to the Change in Control.


 “Voting Securities or Security” means any securities of the
Company which carry the right to vote generally in the election of directors.


3.             Benefits Upon Termination Within
Protection Period. If, within a Protection Period, the Executive’s
employment by the Company shall be terminated (a) by the Company not for
Cause and not due to the Executive’s death or Disability, or (b) by the
Executive for Good Reason, the Executive shall be entitled to the benefits
provided for below:


(i)      the Company shall pay to the Executive,
through the date of the Executive’s termination of employment, base salary at
the rate then in effect, together with base salary in  lieu of vacation accrued to the date on which
his employment terminates, in accordance with the standard payroll practices of
the Company;


(ii)     the Company shall pay to the Executive an
amount in cash equal to the Executive’s target annual bonus for the year that
includes the date of the Executive’s termination of employment, pro rated for
the number of full and partial months during the bonus year prior to such
termination of employment, and such payment shall be made in a lump sum within
10 business days after the date of such termination of employment;


(iii)    the Company shall pay to the Executive an
amount in cash equal to         times
the sum of (A) the Executive’s annual base salary in effect immediately
prior to the date of the Executive’s termination of employment or the date of
the Change in Control (whichever is higher), and (B) the average of the
Executive’s annual bonuses for the three years immediately preceding the
Executive’s termination of employment (or such shorter period during which the
Executive has been employed by the Company and eligible to receive annual
bonuses, or if the Executive was not employed by the Company and eligible to
receive an annual bonus in any prior year, the Executive’s target annual bonus
for the year including the date of Executive’s termination of employment); and
such payment shall be made in a lump sum within 10 business days after the date
of such termination of employment; and


(iv)    the Company shall continue to cover the
Executive and his or her dependents under, or provide the Executive and his or
her dependents with insurance coverage no less favorable than, the Company’s
life, disability, health, dental or other employee welfare benefit plans or
programs (as in effect on the day immediately preceding the Protection Period
or, at the option of the Executive, on the date of termination of his or her



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employment)
for a period equal to the lesser of (x)         
years following the date of termination or (y) until the Executive is
provided by another employer with benefits substantially comparable to the
benefits provided by such plans or programs. The Executive shall promptly
inform the Company in writing when he or she obtains other employment and shall
provide a written description to the Company of the welfare benefit plans and
programs provided to the Executive by such employer.


Anything in this
Agreement to the contrary notwithstanding, the Executive shall be entitled to
the benefits described in this Section 3, if the Executive’s employment
with the Company is terminated by the Company (other than for Cause) within six
months prior to the date on which a Change in Control occurs, and it is
reasonably demonstrated that such termination (i) was at the request of a
third party who has taken steps reasonably calculated or intended to effect a
Change in Control or (ii) otherwise arose in connection with or
anticipation of a Change in Control. In such event, amounts will be payable
hereunder only following the Change in Control. For the avoidance of doubt, the
Executive shall not be entitled to the benefits provided in Section 3
hereof upon any termination of his or her employment with the Company (a) because
of his or her death, (b) because of his or her Disability, (c) by the
Company for Cause, or (d) by the Executive other than for Good Reason.


4.             Notice of Termination. Any
termination of the Executive’s employment by the Company for Cause or by the
Executive for Good Reason shall be communicated by written notice of
termination to the other party. Such notice of termination shall indicate the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment for Cause or Good Reason, as the case
may be.


5.             Nonexclusivity of Rights. Except
as expressly set forth herein, this Agreement shall not prevent or limit the
Executive’s continuing or future participation in any benefit, bonus, incentive
or other plans, practices, policies or programs provided by the Company or any
of its subsidiaries and for which the Executive may qualify, nor shall it limit
or otherwise affect such rights as the Executive may have under any stock
option, other equity-based compensation or other agreements with the Company or
any of its subsidiaries; provided, however, that, in the event benefits
are paid to the Executive under Section 3 hereof, the Executive shall not
also be entitled to severance benefits otherwise payable under any other
severance plan or policy of the Company or a Subsidiary, or under any
employment agreement or employment letter agreement between Executive and the
Company or a Subsidiary. Amounts which are vested benefits or which the Executive
is otherwise entitled to receive under any plan, practice, policy or program
(other than severance benefits) of the Company or any of its subsidiaries at or
subsequent to the date of termination of the Executive’s employment shall be
payable in accordance with such plan, practice, policy or program.



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6.             Full-Settlement; Legal Expenses.
The Company’s obligation to make the payments provided for in this Agreement
and otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action
which the Company may have against the Executive or others. In no event shall
the Executive be obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement, and no amount payable hereunder shall be subject
to reduction or offset on account of any subsequent compensation, other than as
provided in Section 3(iv). The Company agrees to pay, upon written demand
therefore by the Executive, all legal fees and expenses which the Executive may
reasonably incur as a result of any dispute or contest by or with the Company
or others regarding the validity or enforceability of, or liability under, any
provision of this Agreement (including as a result of any contest by the
Executive about the amount of any payment hereunder) if the Executive prevails
on any material claim or defense in the dispute or contest. In any such action
brought by the Executive for damages or to enforce any provisions of this
Agreement, the Executive shall be entitled to seek both legal and equitable
relief and remedies, including, without limitation, specific performance of the
Company’s obligations hereunder, in his or her sole discretion.


7.             Excise Tax.


(a)           Anything in this Agreement to the contrary
notwithstanding, if it shall be determined that any payment, distribution or
benefit provided (including, without limitation, the acceleration of any
payment, distribution or benefit and the acceleration of vesting of any
equity-based or other compensation) to the Executive or for his or her benefit
(whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise) would be subject, in whole or in part, to the
excise tax imposed by Section 4999 of 
the Code (the “Excise Tax”), then the amounts payable to the Executive
under this Agreement shall be reduced (by the minimum possible amount) until no
amount payable to the Executive is subject to the Excise Tax; provided, however,
that no such reduction shall be made if the net after-tax benefit (after taking
into account Federal, state, local or other income, employment, self-employment
and excise taxes) to which the Executive would otherwise be entitled without
such reduction would be greater than the net after-tax benefit (after taking
into account Federal, state, local or other income, employment, self-employment
and excise taxes) to the Executive resulting from the receipt of such payments
with such reduction. If, as a result of subsequent events or conditions, it is
determined that payments have been reduced by more than the minimum amount
required under this Section 7, then an additional payment shall be
promptly made to the Executive in an amount equal to the excess reduction.


(b)           All determinations required to be made under this Section 7,
including whether a payment would result in an Excise Tax, shall be made by a
nationally recognized accounting firm selected by the Company (the “Accounting
Firm”) which shall provide detailed supporting calculations both to the Company
and the Executive as requested by the Company or



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the Executive. All fees and expenses of the Accounting
Firm shall be borne solely by the Company and shall be paid by the Company. Except
as set forth in the last sentence of Section 7(a) hereof, all
determinations made by the Accounting Firm under this Section 7 shall be
final and binding upon the Company and the Executive.


8.             Confidential Information. The
Executive shall hold in a fiduciary capacity for the benefit of the Company all
secret or confidential information, knowledge or data relating to the Company
or any of its subsidiaries, and their respective businesses, which shall have
been obtained by the Executive during the Executive’s employment by the Company
or any of its Subsidiaries and which has not become public knowledge (other
than by acts of the Executive or his or her representatives in violation of
this Agreement). After the date of termination of the Executive’s employment
with the Company, the Executive shall not, except as required to be disclosed
by court or administrative order or with the prior written consent of the
Company, communicate or divulge any such information, knowledge or data to
anyone other than the Company and those designated by it. In no event shall an
asserted violation of the provisions of this Section 8 constitute a basis
for deferring or withholding any amounts otherwise payable to the Executive
under this Agreement.


9.             Successors.


(a)           This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
heirs, executors, administrators, legal representatives or successor(s) in
interest.


(b)           This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.


(c)           The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law or otherwise.


10.           Miscellaneous.


(a)           This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to
principles of conflict of laws thereof. The captions of this Agreement are not
part of the provisions hereof and shall have no force or



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effect. This Agreement may not be amended or modified
otherwise than by a written agreement executed by the parties hereto or their
respective successors and legal representatives.


(b)           All notices and other communications hereunder shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, two business days after the date when sent to the recipient by
reputable express courier service (charges prepaid) or four business days after
the date when mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices and other communications
will be sent to the Executive and to the Company at the addresses set forth
below.


If to the Executive:


If to the Company:

Investment Technology Group, Inc.

380 Madison Avenue

New York, NY 10017

Attention:  General Counsel


or to such other address as either party shall have
furnished to the other in writing in accordance herewith.


(c)           The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement.


(d)           The Company may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.


(e)           The Executive’s failure to insist upon strict compliance
with any provision hereof shall not be deemed to be a waiver of such provision
or any other provision thereof.


(f)            This Agreement contains the entire understanding of the
Company and the Executive with respect to the subject matter hereof but, except
as specifically provided in Section 5 hereof does not supersede or
override the provisions of any stock option, employee benefit or other plan,
program, policy or practice in which Executive is a participant or under which
the Executive is a beneficiary.


(g)           It is intended that this Agreement will comply with Section 409A
of the Code (and any regulations and guidelines issued thereunder) to the
extent the Agreement is subject thereto, and the Agreement shall be interpreted
on a basis consistent with such intent. If an amendment of the Agreement is
necessary in order for it to comply with Section 409A, the



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parties hereto will negotiate in good faith to amend
the Agreement in a manner that preserves the original intent of the parties to
the extent reasonably possible.


(h)           This Agreement may be executed simultaneously in two or
more counterparts, any one of which need not contain the signatures of more
than one party, but all of which counterparts taken together will constitute
one and the same agreement.


[Next Page is
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IN WITNESS WHEREOF, the Executive has hereunto set his
hand and, pursuant to the authorization from its Board, the Company has caused
these presents to be executed as of the day and year first above written.


 


	
  

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INVESTMENT TECHNOLOGY GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Raymond L. Killian, Jr.

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
				



 



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