Exhibit 10.3


 


INVESTMENT TECHNOLOGY GROUP, INC.


 


2007
OMNIBUS EQUITY COMPENSATION PLAN

EQUITY DEFERRAL AWARD PROGRAM SUBPLAN


 


GRANT NOTICE


 


Investment Technology
Group, Inc. (the “Company”), pursuant to its Equity Deferral Award
Program Subplan (the “Program”), hereby grants to you as a Participant
under the Program, Stock Units representing a generally nontransferable right
to receive one share of Company Stock with respect to each underlying Stock
Unit at a specified future date together with a right to Dividend Equivalents
on Basic Units as specified in the Program (the “Grant”), subject to all
of the terms and conditions as set forth herein, the Program and the Investment
Technology Group, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”).(1) 
Notwithstanding anything set forth in the Program, Participant shall not be
entitled to any Matching Units in connection with this Grant. All capitalized
terms herein that are not otherwise defined shall have the meanings ascribed to
such terms in the Program or Plan, as applicable.


 


Participant:


Date of
Grant:


	
  Number of Basic
  Stock Units subject to Grant:

  	
             (which
  number of units represents $        divided by the Fair Market Value of a share of Company Stock on the Date of
  Grant)

  
	
  90 Day Average Price on Date of
  Grant:

  	
  $         

  



 


Vesting
Schedule: The
Basic Units subject to this Grant shall vest in equal annual installments on
each of the second, third and fourth anniversaries of the Date of Grant if the
Participant remains continuously employed by the Company on each applicable
vesting date and the average of the Company’s common stock price for the 90
calendar days preceding, and including, each of the vesting dates is higher
than the average of the Company’s common stock price for the 90 calendar days
preceding, and including, the Date of Grant (as set forth above). The
Participant shall receive shares of Company Stock in settlement of the Basic
Units in accordance with the terms of the Program, subject to the collection of
applicable taxes in connection with the issuance of Company Stock.


 


Acknowledgements: You acknowledge receipt of this Grant
Notice, the Program, the Plan and the Plan prospectus.(1)  You further
acknowledge that this Grant is made under, and governed by the terms and
conditions of, the Plan and the Program except as otherwise set forth herein
and you agree to be bound by such terms. 
The Compensation Committee of the Board of Directors of the Company (the
“Board”), or any other committee appointed by the Board to administer
the Program, has the authority to interpret and construe this Grant pursuant to
the terms of the Program and the Plan, and its decisions shall be conclusive as
to any questions arising hereunder.


 


 


	
  INVESTMENT TECHNOLOGY GROUP,
  INC.

  	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:
  Robert C. Gasser

  	
   

  	
  Brokerage
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:
  President and Chief Executive Officer

  	
   

  	
  Brokerage
  Account Number:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  Date:

  	
   

  
								



 






(1) 
The Plan, Plan prospectus, and Program are available on the Company’s Intraweb;
provided that paper copies of the Plan, Plan prospectus and Program are
available upon request by contacting the Legal Department of the Company at
ITG_Legal or 212.444.6378.