Exhibit
10.37


 


INVESTMENT
TECHNOLOGY GROUP, INC.


 


2007
OMNIBUS EQUITY COMPENSATION PLAN


EQUITY
DEFERRAL AWARD PROGRAM SUBPLAN


 


1.                                      Purpose


 


Investment Technology Group, Inc. (the “Company”)
hereby establishes this Investment Technology Group, Inc. Equity Deferral
Award Program Subplan (the “Program”) as a sub-plan under the Investment
Technology Group, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”),
effective as of January 1, 2009 (the “Effective Date”).  The purpose of the Program is to provide an additional
incentive to selected members of senior management and key employees to
increase the success of the Company, by automatically substituting stock units
for a portion of the variable compensation to be earned by such persons, which
stock units represent an equity interest in the Company to be acquired and held
under the Program on a long-term, tax-deferred basis and to otherwise promote
the purposes of the Plan.


 


2.                                      Definitions


 


Capitalized terms used in the Program but not
defined herein shall have the same meanings as defined in the Plan.  In addition to such terms and the terms
defined in this Program, the following terms used in the Program shall have the
meanings set forth below:


 


(a)                                  “Actual Reduction Amount”
means the amount by which a Participant’s variable compensation is reduced
based on the Participant’s Total Compensation as determined by the Committee.


 


(b)                                 “Administrator” shall
be the person or committee appointed by the Committee to perform the functions,
and exercise the authority and responsibilities, set forth in Section 3(b) below.


 


(c)                                  “Basic Unit” means a
Stock Unit together with any Dividend Equivalents credited thereon granted
pursuant to Section 6(a) hereof.


 


(d)                                 “Cause” shall be
deemed to exist where a Participant: (i) commits any act of fraud, willful
misconduct or dishonesty in connection with the Participant’s employment; (ii) fails,
refuses or neglects to timely perform any material duty or job responsibility
and such failure, refusal or neglect is not cured after appropriate warning; (iii) commits
a material violation of any law, rule, regulation or by-law of any governmental
authority (state, federal or foreign), any securities exchange or association
or other regulatory or self-regulatory body or agency applicable to the Company
or any of its Subsidiaries or affiliates or any general written policy or
directive of the Company or any of its Subsidiaries or affiliates; (iv) commits
a crime involving dishonesty, fraud or unethical business conduct, or a felony;
or (v) is expelled or suspended, or is subject to an order temporarily or
permanently enjoining the Participant from an area of activity which
constitutes a significant portion of the Participant’s activities by the
Securities and Exchange Commission, the Financial Industry Regulatory
Authority, any national 


 





















 


securities exchange or any self-regulatory agency or governmental
authority, state, foreign or federal.


 


(e)                                  “Code” means the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder.


 


(f)                                    “Disability” shall
have the meaning ascribed to such term in section 22(e)(3) of the
Code.


 


(g)                                 “Matching Unit” means
a Stock Unit granted pursuant to Section 6(a) hereof.


 


(h)                                 “Participant” means
any employee who has been selected by the Committee as eligible to participate
in the Program.


 


(i)                                     “Retirement” means
Termination of Employment (other than a termination for Cause) (i) on or
after the Participant has reached age 65 or (ii) on or after the date on
which (x) the sum of the age of the Participant and the Participant’s
years of continuous service with the Company or its Subsidiaries total 70 or
more and (y) the Participant has reached age 55 and has completed at least
10 years of continuous service with the Company or its Subsidiaries.


 


(j)                                     “Stock Unit” means an
award, granted pursuant to Section 8 of the Plan, representing a generally
nontransferable right to receive one share of Company Stock at a specified
future date, and for Basic Units only, together with a right to Dividend
Equivalents as specified in Section 6(e) hereof, and subject to the
terms and conditions of the Plan and the Program.  Notwithstanding any provision to the contrary
herein, in the case of Stock Units granted to employees of ITG Canada Corp. and
Subsidiaries, Stock Units shall be settled by delivery of cash equal to the
Fair Market Value on the settlement date of the number of shares of Company
Stock equal to the number of such Stock Units. 
Stock Units are bookkeeping units, and do not represent ownership of
Company Stock or any other equity security of the Company.


 


(k)                                  “Termination of
Employment” means termination of a Participant’s employment by the Company
or a Subsidiary for any reason, including due to death or Disability,
immediately after which event the Participant is not employed by the Company or
any Subsidiary.


 


(l)                                     “Total Compensation”
means a Participant’s annual base salary and annual variable compensation, in
each case, before deferral pursuant to this Program or any agreement or any
other plan or program of the Company whereby compensation is deferred,
including, without limitation, a plan whereby compensation is deferred in
accordance with section 401(k) of the Code or reduced in accordance with
section 125 of the Code and the Stock Unit Award Program Subplan.


 


3.                                      Administration


 


(a)                                  Committee Authority and
Discretion.  The Program
shall be administered and interpreted by the Committee.  The Committee shall have the authority and
discretion under the Program as it has under the Plan, with the terms and conditions
relating to the administration of 


 


2





















 


the Plan incorporated herein by reference; provided, however, that
terms of the grant of Stock Units hereunder may not be inconsistent with the
express terms set forth in the Program.


 


(b)                                 Administrator.  The Administrator shall perform and exercise
ministerial functions under the Program and other authority and
responsibilities specifically delegated to it by the Board, or explicitly set
forth in this Program.  Without limiting
the foregoing, the Administrator shall have the authority and responsibility to
review and approve changes to the Program to facilitate administration of the
Program.


 


(c)                                  Status as Subplan Under the
Plan.  The Program constitutes a
subplan implemented under the Plan, to be administered in accordance with the
terms of the Plan.  Accordingly, all of
the terms and conditions of the Plan are hereby incorporated by reference, and,
if any provision of the Program or a statement or document relating to Stock
Units granted hereunder conflicts with a provision of the Plan, the provision
of the Plan shall govern.


 


4.                                      Stock
Subject to the Program


 


Shares of Company Stock delivered upon settlement of
Stock Units under the Program shall be shares reserved and available under the
Plan.  Accordingly, Stock Units may be
granted under the Program if sufficient shares are then reserved and available
under the Plan, and the number of shares delivered in settlement of Stock Units
hereunder shall be counted against the shares reserved and available under the
Plan.  Stock Units granted under the
Program in place of compensation under the Plan resulting from an award
intended to comply with the applicable requirements of section 162(m) of
the Code shall be subject to the annual per-person limitations under the
Plan.  Stock Units granted under the
Program in place of compensation under the Company’s Pay-for-Performance
Incentive Plan shall be subject to annual per-person limitations under the
Pay-for-Performance Plan.


 


5.                                      Mandatory
Reduction of Variable Compensation


 


A Participant’s variable compensation to be earned for each calendar
year of participation shall be automatically reduced by the Actual Reduction
Amount.  In no event will the Actual
Reduction Amount for any Participant with respect to any calendar year exceed
the amount of the Participant’s variable compensation for the applicable
calendar year.


 


6.                                      Grant
of Stock Units


 


(a)                                  Automatic Grant of Stock
Units.  Each Participant shall be
automatically granted Basic Units on the date the year end cash bonus would
otherwise be paid to the Participant (the “Date of Grant”), in a number
equal to the Participant’s Actual Reduction Amount divided by the Fair Market
Value of a share of Company Stock on such Date. 
In addition, each Participant shall be automatically granted Matching
Units on the Date of Grant, in a number equal to 20% of the number of Basic
Units granted under this Section 6(a) as of the Date of Grant.  With respect to any Participant paid in
foreign currency, the number of Basic Units and Matching Units granted to any
such Participant shall be based on such exchange rate as the Company reasonably
determines.  All Stock Units shall be
credited to Participants on the Date of Grant.


 


3





















 


(b)                                 Discretionary Grants.  Notwithstanding any provision of the Program
or the Plan to the contrary, the Committee may determine, in its sole
discretion, to grant stock options representing a number of shares of Company
Stock with a Black Scholes value equal to the Actual Reduction Amount, based on
the current Fair Market Value of a share of Company Stock on the Date of Grant,
in accordance with, and subject to, such terms and conditions as the Committee
deems appropriate.  Furthermore,
notwithstanding any provision of the Program or the Plan to the contrary, the
Committee may determine, in its sole discretion, to award a bonus in the form
of Stock Units to any Participant at such time or times and subject to such
terms and conditions as the Committee deems appropriate.


 


(c)                                  Vesting; Risk of Forfeiture;
Cancellation of Certain Stock Units.


 


(i)                                     Basic Units
shall vest in equal annual installments on each of the first, second and third
anniversaries of the Date of Grant, if the Participant remains continuously employed
by the Company or its Subsidiaries on each applicable vesting date.  Matching Units shall vest 100% on the third
anniversary of the Date of Grant, if the Participant remains continuously employed
by the Company or its Subsidiaries through such vesting date.  Except as provided in clauses (ii) through
(iv) below, if the Participant’s employment with the Company or its Subsidiaries
terminates for any reason prior to a vesting date, unless the Committee
provides otherwise, all unvested Basic Units and  Matching
Units shall be forfeited to the Company. 
Basic Units and Matching Units that vest pursuant to this Section 6(c)(i) shall
be settled on the schedule set forth in Section 7(a) below.


 


(ii)                                  Notwithstanding
any provision of the Program to the contrary, all Basic Units  and Matching Units shall vest in full at the time a Participant’s
employment terminates due to his or her death or Disability, and all Basic
Units  and Matching Units held by such Participant
shall be settled within 60 days thereafter.


 


(iii)                               Notwithstanding
any provision of the Program to the contrary, if a Participant’s employment is
terminated on account of Retirement or by the Company for any reason other than
Cause (but not on account of death or Disability), the Committee may, in its
sole discretion, determine that, subject to the Participant’s execution and
non-revocation of a written release of any and all claims against the Company
and all related parties and an agreement containing confidentiality, non-competition,
non-solicitation, invention assignment covenants and/or such other restrictions
as the Committee determines, on a case-by-case basis at the time of the
Participant’s termination of employment, in each case in a form acceptable to
the Company, in its sole discretion, the Participant shall continue to vest in
all Basic Units and Matching Units as if the Participant continued in
employment with the Company on each applicable vesting date and the Basic Units
and Matching Units shall be settled on the schedule set forth in Section 7(a) below;
provided that any such arrangement shall be structured in a manner that
complies with the applicable requirements of section 409A of the Code.  Notwithstanding any provision of this Section 6(c)(iii) to
the contrary, the Committee shall be permitted to delegate its authority under
this Section 6(c)(iii) to the Administrator as it deems appropriate.


 


(iv)                              Notwithstanding
any provision of the Program to the contrary, all Basic Units  and Matching Units shall vest in full upon the occurrence
of a Change in Control if the Participant is employed by the Company or its
Subsidiaries on the date of the Change in Control, 


 


4





















 


and in such event the Basic Units  and Matching Units shall be settled within 30 days
following the Change in Control.


 


(d)                                 Nontransferability.  Stock Units and all rights relating thereto
shall not be transferable or assignable by a Participant, other than by will or
the laws of descent and distribution, and shall not be pledged, hypothecated,
or otherwise encumbered in any way or subject to execution, attachment, or
similar process.


 


(e)                                  Dividend Equivalents on
Basic Units.  Dividend
Equivalents shall be credited on Basic Units in the manner set forth
below.  In no event shall Dividend
Equivalents be credited with respect to Matching Units.


 


(i)                                     Cash
and Non-Company Stock Dividends.  If the Company declares and pays a dividend
or distribution on Company Stock in the form of cash or property other than shares
of Company Stock, then a number of additional Stock Units shall be credited to
each Participant as of the payment date for such dividend or distribution equal
to (A) the number of Basic Units credited to the Participant as of the
record date for such dividend or distribution multiplied by (B) the amount
of cash plus the fair market value of any property other than shares actually
paid as a dividend or distribution on each outstanding share of Company Stock
at such payment date, divided by (C) the Fair Market Value of a share of
Company Stock at such payment date.  Any
such additional Stock Units credited to a Participant hereunder shall vest according
to the same schedule as the underlying Basic Units to which they relate and
shall be settled in accordance with the applicable provisions of the Program.


 


(ii)                                  Company
Stock Dividends and Splits.  If the Company declares and pays a dividend
or distribution on Company Stock in the form of additional shares of Company
Stock, or there occurs a forward split of Company Stock, then a number of additional
Stock Units shall be credited to each Participant as of the payment date for
such dividend or distribution or forward split equal to (A) the number of
Basic Units credited to the Participant as of the record date for such dividend
or distribution or split multiplied by (B) the number of additional shares
of Company Stock actually paid as a dividend or distribution or issued in such
split in respect of each outstanding share of Company Stock.  Any such additional Stock Units credited to a
Participant hereunder shall vest according to the same schedule as the
underlying Basic Units to which they relate and shall be settled in accordance
with the applicable provisions of the Program.


 


(f)                                    Adjustments to Stock Units.  The number of Stock Units credited to each
Participant shall be appropriately adjusted, in order to prevent dilution or
enlargement of the Participants’ rights with respect to such Stock Units, to
reflect any changes in the number of outstanding shares of Company Stock
resulting from any event referred to in Section 5(d) of the Plan,
taking into account any Stock Units credited to the Participant in connection
with such event under Section 6(e) hereof.


 


(g)                                 No Fractional Shares.  The number of Stock Units credited to a
Participant shall not include fractional shares and instead shall be rounded up
to the nearest whole share, unless otherwise determined by the Committee.


 


5

















 


7.                                      Settlement


 


(a)                                  Issuance and Delivery of
Shares in Settlement.


 


(i)                                     Except as
otherwise provided in Section 6(c) above in the case of a Participant’s
Retirement, termination without Cause, death or Disability, or in the event of
a Change in Control, Basic Units shall be settled by issuance and delivery to
the Participant (or following his or her death, to the Participant’s designated
beneficiary) of a number of shares of Company Stock equal to the number of
vested Basic Units credited to the Participant as of the applicable date on
which such Basic Units vest, within 30 days after the date on which such Basic
Units vest as set forth in Section 6(c) above.


 


(ii)                                  Except as
otherwise provided in Section 6(c) above in the case of a Participant’s
Retirement, termination without Cause, death or Disability, or in the event of
a Change in Control, Matching Units shall be settled by issuance and delivery
to the Participant (or following his or her death, to the Participant’s
designated beneficiary) of a number of shares of Company Stock equal to the
number of vested Matching Units credited to the Participant as of the applicable
date on which such Matching Units vest within 30 days after the date on which
such Matching Units vest as set forth in Section 6(c) above.


 


(iii)                               The Committee
may, in its discretion, make delivery of shares hereunder by depositing such
shares into an account maintained for the Participant (or of which the Participant
is a joint owner, with the consent of the Participant) established in
connection with the Company’s Employee Stock Purchase Plan or another plan or
arrangement providing for investment in Company Stock and under which the
Participant’s rights are similar in nature to those under a stock brokerage
account.  If the Committee determines to
settle Stock Units by making a deposit of shares into such an account, the
Company may settle any fractional share by means of such deposit.  In other circumstances or if so determined by
the Committee, the Company shall instead pay cash in lieu of fractional shares,
on such basis as the Committee may determine. 
In no event will the Company in fact issue fractional shares.  Notwithstanding any provision of the Program
to the contrary, in the case of Stock Units granted to employees of ITG Canada
Corp. and Subsidiaries, the Committee shall settle such Stock Units by delivery
of cash equal to the Fair Market Value on the settlement date of the number of
shares of Company Stock equal to the number of such Stock Units.  Upon settlement of Stock Units, all
obligations of the Company in respect of such Stock Units shall be terminated,
and the shares so distributed shall no longer be subject to any restriction or
other provision of the Program.


 


(b)                                 Tax Withholding.  The Company and any Subsidiary may deduct
from any payment to be made to a Participant any amount that federal, state,
local, or foreign tax law requires to be withheld with respect to the
settlement of Stock Units.  At the
election of the Committee, the Company may withhold from the shares of Company
Stock to be distributed in settlement of Stock Units that number of shares
having a Fair Market Value, at the settlement date, equal to the amount of such
withholding taxes.


 


(c)                                  No Elective Deferral.  Participants may not elect to further defer
settlement of Stock Units or otherwise to change the applicable settlement date
under the Program.


 


6

















 


8.                                      General
Provisions


 


(a)                                  No Right to Continued
Employment.  Neither the
Program nor any action taken hereunder, including the grant of Stock Units,
will be construed as giving any Participant the right to be retained in the
employ of the Company or any of its Subsidiaries, nor will it interfere in any
way with the right of the Company or any of its Subsidiaries to terminate such
Participant’s employment at any time.


 


(b)                                 No Rights to Participate; No
Stockholder Rights.  No
Participant or employee will have any claim to participate in the Program, and
the Company will have no obligation to continue the Program.  A grant of Stock Units will confer on the
Participant none of the rights of a stockholder of the Company (including no
rights to vote or receive dividends or distributions) until settlement by
delivery of Company Stock.


 


(c)                                  Changes to the Program.  The Committee may amend, alter, suspend,
discontinue, or terminate the Program without the consent of the Participants;
provided, however, that, without the consent of an affected Participant, no
such action shall materially and adversely affect the rights of such
Participant with respect to outstanding Stock Units.


 


(d)                                 Section 409A.  Except to the extent the Committee determines
that Stock Units will continue to vest and be settled as provided in Section 6(c)(iii) above,
it is intended that the Program and Stock Units issued hereunder be exempt from
section 409A of the Code by settling such Stock Units within the short-term
deferral exception set forth in the regulations under section 409A of the Code,
and the Program and such Stock Units shall be interpreted on a basis consistent
with such intent.  If the Committee
determines that Stock Units will continue to vest under Section 6(c)(iii) above,
to the extent that such determination results in such Stock Units being deemed
to constitute deferred compensation subject to the requirements of section 409A
of the Code, payment shall only be made under the Program upon an event and in
a manner permitted by section 409A of the Code. 
If any payment or benefit hereunder cannot be provided or made at the
time specified herein without incurring sanctions on the Participant under
section 409A of the Code, then such payment or benefit shall be provided in
full at the earliest time thereafter when such sanctions will not be
imposed.  For purposes of section 409A of
the Code, each payment made under the Program shall be treated as a separate
payment, and if a payment is not made by the designated payment date under the
Program, the payment shall be made by December 31 of the calendar year in
which the designated date occurs.  To the
extent that any provision of the Program would cause a conflict with the
requirements of section 409A of the Code, or would cause the administration of
the Program to fail to satisfy the requirements of section 409A, such provision
shall be deemed null and void to the extent permitted by applicable law.  In no event shall a Participant, directly or
indirectly, designate the calendar year of payment.  The Program may be amended in any respect
deemed by the Committee to be necessary in order to preserve compliance with
section 409A of the Code.


 


7

















 


9.                                       Effective
Date and Termination of Program


 


The Program as set forth herein shall become effective as of the
Effective Date.  Unless earlier
terminated under Section 8(c) hereof, the Program shall terminate at
such time after 2009 when no Stock Units previously granted under the Program
remain outstanding.


 


	
  Adopted
  by the Committee:

  	
  October 7,
  2008

  
	
  Revised
  by the Committee:

  	
  February 9,
  2010

  



 


8