Exhibit 10.10


 


CHANGE IN CONTROL AGREEMENT


 


Agreement, made this
[      ] day of
[                        ],
2009, by and between [INSERT EMPLOYING ENTITY], a [Delaware] corporation (the “Company”), and
[                        ]
(the “Executive”).


 


WHEREAS, the Company is [a direct] [an
indirect] wholly-owned subsidiary of Investment Technology Group, Inc., a
Delaware corporation (the “Parent Company”);
and


 


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


 


WHEREAS, the Board of Directors of the Parent
Company (the “Board”) considers the maintenance
of a sound management to be essential to protecting and enhancing the best interests
of the Company, the Parent Company and its stockholders and recognizes that the
possibility of a change in control of the Parent Company 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, the Parent 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][her] advice and counsel, notwithstanding the possibility, threat or
occurrence of a bid to take over control of the Parent 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 Parent 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 (as defined below)
has expired.  The term of this Agreement
shall be extended automatically at the end of the initial term, and at the end
of any extended term, for an additional period of two (2) 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 (1) 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:


 


“Average
Bonus” means the average of the annual bonuses paid to the Executive
for the three years immediately preceding the year in which the Executive’s
termination of employment occurs (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 or eligible to
receive annual bonuses in any prior year, the annual bonus that is required to
be paid in accordance with any contractual arrangement between the Executive
and the Company, the Parent Company or one of the Parent Company’s Subsidiaries,
or if none, then the annual bonus that would otherwise have been paid to the
Executive for the year in which the Executive’s termination of employment
occurs based upon the actual achievement of applicable performance objectives).
For the avoidance of doubt, annual bonuses shall include any bonus amounts paid
in the form of awards under the Parent Company’s Equity Deferral Award Program
Subplan (or any successor thereto).


 


“Cause” shall mean the occurrence of any one or
more of the following: (i) the Executive’s willful failure to
substantially perform [his][her] duties with the Company or the Parent 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][her] 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 or the Parent 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 or the
Parent Company; (iv) the Executive’s willful engagement in conduct that is
demonstrably and materially injurious to the Company or the Parent Company,
monetarily or otherwise; or (v) the Executive’s willful material violation
of any provision of the Parent 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 U.S.
Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), other than the Parent 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


 


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(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 Parent Company, reverse split of any
class of Voting Securities, or an acquisition of securities or assets by the
Parent 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
Parent Company of all or substantially all of the Parent Company’s assets,
other than any such transaction which would result in a Related Party owning or
acquiring more than 50 percent of the assets owned by the Parent Company immediately
prior to the transaction; or


 


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


 


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


 


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


 


. [FOR EXECUTIVES WORKING
IN THE UK, REPLACE WITH THE FOLLOWING: the Disability Discrimination Act 1995
in the United Kingdom]


 


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


 


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(i)            a material reduction of the Executive’s primary
functional authorities, duties, or responsibilities as an executive and/or
officer of the Company or the Parent 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 or the Parent 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 Parent 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 material 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 or the Parent Company generally;


 


(iv)          a material reduction in the Executive’s participation
in any of the Company’s or Parent 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;


 


(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; and


 


(vi)          a material breach of this Agreement by the Company;


 


(vii)         provided, however, that for any of the foregoing
to constitute Good Reason, the Executive must provide written notification of
[his][her] 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
30 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


 


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terminating employment,
including employment by another employer which the Executive desires to accept.


 


For purposes of this Agreement, it shall be a
material breach of this Agreement by the Company if the Company decreases the
Executive’s Target Annual Compensation by more than ten percent (10%).


 


“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 Parent Company, including the Company; (b) an employee or
group of employees of the Parent Company or any Subsidiary of the Parent
Company; (c) a trustee or other fiduciary holding securities under an
employee benefit plan of the Parent Company or any Subsidiary of the Parent
Company; or (d) a corporation owned directly or indirectly by the
stockholders of the Parent 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
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.


 


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“Voting
Securities or Security” means any securities of the Parent 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,
subject to Sections 5 and 7 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][her] 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 Average Bonus 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 10 business 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 the Executive’s
termination of employment occurs);


 


(iii)          the Company shall pay to the Executive an amount in
cash equal to [one (1)][two (2)] 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 Executive’s Average Bonus; and such payment shall be
made in a lump sum within 10 business 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
the Executive’s 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 the Executive’s termination of employment occurs);


 


(iv)          the Company shall continue to cover, or cause continued
coverage to be provided to, the Executive and [his][her] dependents under, or
provide the Executive and [his][her] dependents with insurance coverage no less
favorable than, the Parent Company’s health, dental and vision plans or


 


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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][her] employment) for a period
equal to the lesser of (x) [one (1)][two (2)] year[s] 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][she] obtains other employment
and shall provide a written description to the Company of the health, dental
and vision plans and programs provided to the Executive by such employer; and


 


(v)           the Company shall pay to the Executive an amount in
cash equal to the premium cost that the Company or the Parent Company would
have paid to maintain disability and life insurance coverage for the Executive
and [his][her] dependents, as applicable, under the Parent Company’s disability
and life insurance plans or programs (in each case, 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][her] employment) had the Executive remained
employed by the Company for a period equal to the lesser of (x) [one
(1)][two (2)] year[s] 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 disability and/or life insurance
plans or programs; and such payments shall be made on the first payroll date of
each month commencing with the first month following the Executive’s
termination of employment and each month thereafter until fully paid in
accordance with this subparagraph (v). 
The Executive shall promptly inform the Company in writing when
[he][she] obtains other employment and shall provide a written description to
the Company of the disability and life insurance 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 payments and 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 payments and benefits provided in Section 3
hereof upon any termination of [his][her] employment with the Company (a) because
of [his][her] death, (b) because of [his][her] Disability, (c) by the
Company for Cause, or (d) by the Executive other than for Good Reason.


 


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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, the Parent 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, the Parent Company or any of its
Subsidiaries in accordance with the terms of those plans, practices, policies,
programs or agreements; 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, the Parent Company or
any of its Subsidiaries, or under any employment agreement or employment letter
agreement between the Executive and the Company, the Parent Company or any of
its Subsidiaries, and any applicable severance plan or policy, or employment
agreement, is hereby varied to this effect. 
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, the Parent 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.  [FOR EXECUTIVES WORKING IN
AUSTRALIA, ADD: Anything in this Agreement to the contrary notwithstanding, in
the event the Company, the Parent Company or any of its Subsidiaries is required
to provide any monetary payment or other compensation to the Executive relating
to [his][her] termination of employment from the Company under any jurisdiction’s
statute, regulation, award, instrument, common law theory or other legal or
administrative principle or requirement (including, but not limited to, payment
in lieu of notice or severance or redundancy pay), the amount of such payment
or compensation shall be deducted from the benefits payable to the Executive
under Section 3(iii) hereof.] [FOR EXECUTIVES WORKING IN UK, ADD:
Anything in this Agreement to the contrary notwithstanding, in the event the
Company, the Parent Company or any of its Subsidiaries is required to provide
any monetary payment or other compensation to the Executive relating to [his][her]
termination of employment from the Company under any jurisdiction’s statute,
regulation, award, instrument, common law theory or other legal or
administrative principle or requirement (including, but not limited to, payment
in lieu of notice, severance or redundancy pay or an Employment Tribunal or
Court award), the amount of such payment or compensation shall be deducted from
the benefits payable to the Executive under Section 3(iii) hereof.]
[FOR EXECUTIVES WORKING IN CANADA, ADD: Anything in this Agreement to the
contrary notwithstanding, in the event the Company, the Parent Company


 


8














 


or any of its Subsidiaries is required to provide any
monetary payment or other compensation to the Executive relating to [his][her]
termination of employment from the Company under any jurisdiction’s statute,
regulation, award, instrument, common law theory or other legal or administrative
principle or requirement (including, but not limited to, payment in lieu of
notice or severance pay), the amount of such payment or compensation shall be
deducted from the benefits payable to the Executive under Section 3(iii) hereof.]


 


6.                                       Full-Settlement; Legal Expenses. 
Other than as provided in Sections 5 and 7, 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 Sections 3(iv) and 3(v).  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.  The Company will provide such payment or
reimbursement, as applicable, within 60 days of the Company’s receipt of the
Executive’s demand, but not later than December 31 of the year in which
the Executive is determined to have prevailed 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][her] sole discretion.


 


7.                                       Excise Tax.  [FOR
EXECUTIVES WORKING OUTSIDE THE U.S., ADD THE FOLLOWING: To the extent the
Executive is subject to U.S. taxes, the following shall apply:]


 


(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][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 


 


9

















 


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 made to the Executive in an amount equal to the excess reduction
within 60 days of the date on which the amount of the excess reduction is determined
but not later than December 31 of the year in which the excess reduction
is determined.


 


(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 the Executive. 
All fees and expenses of the Accounting Firm shall be borne solely by
the Company or the Parent Company and shall be paid by the Company or the
Parent 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, the Parent 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, the Parent Company or any of its
Subsidiaries and which has not become public knowledge (other than by acts of
the Executive or [his][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


 


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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 Parent 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 the Parent Company’s 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.] [FOR EXECUTIVES WORKING
IN AUSTRALIA, REPLACE WITH: This Agreement shall be governed by and construed
in accordance with the laws of the State of Victoria, Australia.] [FOR
EXECUTIVES WORKING IN UK, REPLACE WITH: This Agreement shall be governed by and
construed in accordance with the laws of England and Wales.] [FOR EXECUTIVES
WORKING IN CANADA, REPLACE WITH: This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario, Canada.] The
captions of this Agreement are not part of the provisions hereof and shall have
no force or 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:


 


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  [Name]

  
	
  [Address]

  
	
   

  
	
  If
  to the Company:

  
	
  [NAME
  OF EMPLOYING ENTITY]

  
	
  [Address]

  
	
  Attention:
  General Counsel

  
	
   

  
	
  With
  a copy to:

  
	
   

  
	
  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 [foreign, federal, state or local] [FOR
EXECUTIVES WORKING IN CANADA, REPLACE WITH: federal and provincial premiums
and] 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)                                 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.


 


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(h)                                 [FOR EXECUTIVES WORKING IN CANADA, ADD:
The Executive acknowledges that [he][she] has been afforded the opportunity to
obtain independent legal advice with respect to this Agreement and that [he][she]
fully understands the nature and consequences of this Agreement.]


 


11.                                 Section 409A. [FOR EXECUTIVES WORKING OUTSIDE THE
U.S., ADD THE FOLLOWING: To the extent the Executive is subject to U.S. taxes,
the following shall apply:]


 


(a)                                  This Agreement shall be interpreted to
avoid any penalty sanctions under section 409A of the Code.  If any payment or benefit cannot be provided
or made at the time specified herein without incurring sanctions on Executive
under section 409A of the Code, then such benefit or payment 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, all payments to be made upon a termination of employment under this
Agreement may only be made upon a “separation from service” under section 409A
of the Code, each payment made under this Agreement shall be treated as a
separate payment and the right to a series of installment payments under this
Agreement shall be treated as a right to a series of separate payments.  In no event shall Executive, directly or
indirectly, designate the calendar year of payment.  All reimbursements and in-kind benefits
provided under this Agreement shall be made or provided in accordance with the
requirements of section 409A of the Code, including, where applicable, the
requirement that (i) any reimbursement shall be for expenses incurred
during Executive’s lifetime (or during a shorter period of time specified in
this Agreement), (ii) the amount of expenses eligible for reimbursement,
or in kind benefits provided, during a calendar year may not affect the
expenses eligible for reimbursement, or in kind benefits to be provided, in any
other calendar year, (iii) the reimbursement of an eligible expense will
be made on or before the last day of the calendar year following the year in
which the expense is incurred, and (iv) the right to reimbursement or in
kind benefits is not subject to liquidation or exchange for another benefit.


 


(b)                                 Notwithstanding any provision of this
Agreement to the contrary, if, at the time of Executive’s termination of
employment with the Company, the Parent Company has securities which are
publicly traded on an established securities market and Executive is a “specified
employee” (as defined in section 409A of the Code) and it is necessary to
postpone the commencement of any severance payments otherwise payable pursuant
to this Agreement as a result of such termination of employment to prevent any
accelerated or additional tax under section 409A of the Code, then the Company
will postpone the commencement of the payment of any such payments or benefits
hereunder (without any reduction in such payments or benefits ultimately paid
or provided to Executive) that are not 


 


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otherwise paid within the
short-term deferral exception under section 409A of the Code and are in excess
of the lesser of (i) two times Executive’s then annual compensation or (ii) two
times the limit on compensation then set forth in section 401(a)(17) of the
Code, until the first payroll date that occurs after the date that is six
months following Executive’s “separation of service” with the Company (as
defined under section 409A of the Code). 
If any payments are postponed due to such requirements, such postponed
amounts will be paid in a lump sum to the Executive on the first payroll date
that occurs after the date that is six months following the Executive’s “separation
of service” with the Company.  If the
Executive dies during the postponement period prior to the payment of postponed
amount, the amounts withheld on account of section 409A of the Code shall be
paid to the personal representative of Executive’s estate within 60 days after
the date of Executive’s death.  The
Company shall consult with the Executive in good faith regarding the
implementation of the provisions of this paragraph.


 


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


 


 


	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [ADD EMPLOYING ENTITY]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  



 


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