Exhibit
10.2


 


	
  

  	
   

  	
  Dublin Exchange
  Facility

  
	
   

  	
  Mayor Street

  
	
   

  	
  International
  Financial Services Centre

  
	
   

  	
  Dublin 1

  
	
   

  	
  Ireland

  
	
   

  	
   

  
	
   

  	
  Tel: +353 1 633
  8000

  
	
   

  	
  Fax: +353 1 633
  8010

  



 


The
material marked by asterisks within brackets ([**]) on pages 1 and 2 of this
document has been omitted pursuant to a request for confidential treatment from
the Commission in accordance with 17 C.F.R. § 240.24b-2.


 


David
Stevens


[**]


[**]


[**]


[**]


 


14th February 2005


 


 


Dear
David,


 


CONTRACT
OF EMPLOYMENT


 


We
are pleased to offer you a position with Investment Technology Group Europe
Ltd. (“ITGEL” or “the Company”) on the terms set out below:


 


1.     JOB TITLE


 


Your
job title will be that of Sales Director reporting to Alasdair
Haynes, Chief Executive Officer, or such other person as may be nominated by
the Company from time to time. You shall carry out your duties in a proper,
loyal and efficient manner and shall use your best endeavours to promote the
interest and reputation of the Company and not do anything that is harmful to
it.


 


2.     COMMENCEMENT OF EMPLOYMENT


 


Your
employment with ITGEL will commence on 7th March 2005,
or on such other date as agreed between us, and the date will count as the
beginning of your continuous period of employment with the Company.


 


3.     REMUNERATION


 


Your
basic starting salary will be GBP £[**]  per annum.
Salaries are paid monthly in arrears on or about the 23rd of the month into
your nominated bank account. Your salary will be subject to tax, NI and all
other lawful or authorised deductions, where applicable. You will not be
eligible for any payments for overtime worked outside your contractual hours of
work.


 


You
will be eligible to participate in the Company’s discretionary bonus scheme.
With the exception of bonus awards to you anticipated for 2005 and 2006 as
further set out below, bonuses are awarded on an entirely discretionary basis
and in whatever form or amount the Company determines.


 


Investment
Technology  Group Limited 


Registered
in Ireland No. 283940


Investment Technology
Group Europe Limited


Registered
in Ireland No. 283939


The Registered Office of the above companies is Dublin Exchange
Facility, Mayor Street, IFSC, Dublin 1, Ireland


 


Investment Technology
Group Europe Limited London Branch


Registered
in England & Wales: Branch Number BR004642


 


Directors: A Haynes
(British), Massey, R Killian (American), T Huck (American), H Napthali
(American), J O’Brien, T Wacker


 


Investment Technology Group
Limited and Investment Technology Group Europe Limited are authorised by the
Central Bank of Ireland under the Investment Intermediaries Act, 1995 and
provide services within other EU member states under Article 14 of the ISD.
Investment Technology Group Limited is a member of the London Stock Exchange,
Euronext and Deutsche Börse.  Investment
Technology Group Europe Limited London
Branch is regulated by the Financial Services Authority for the
conduct of investment business in the UK.


 

















 


Contingent
on you not serving a notice period due to resignation, the company will
guarantee to pay you a cash bonus for 2005 and 2006 in accordance with the
following schedule:


 


	
  6

  Month

  	
   

  	
  Profit (Loss) Before ‘General Mgt

  	
   

  	
   

  	
   

  
	
  Periods

  	
   

  	
  Bonuses’ & Before Tax Ranges (GBP000)(1)

  	
   

  	
  Bonus (GBP£)(2)

  	
   

  
	
  H1 05

  	
   

  	
  Less than 

  	
   

  	
  (£[**])

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  £[**]

  	
   

  
	
   

  	
   

  	
  From(3)

  	
   

  	
  (£[**])

  	
   

  	
  to

  	
   

  	
  £[**]

  	
   

  	
  £[**]

  	
   

  
	
   

  	
   

  	
  Greater than

  	
   

  	
  £[**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  £[**]

  	
   

  
	
  H2 05

  	
   

  	
  Less than 

  	
   

  	
  £[**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  £[**]

  	
   

  
	
   

  	
   

  	
  From(3)

  	
   

  	
  £[**]

  	
   

  	
  to

  	
   

  	
  £[**]

  	
   

  	
  £[**]

  	
   

  
	
   

  	
   

  	
  Greater than

  	
   

  	
  £[**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  £[**]

  	
   

  
	
  H1 06

  	
   

  	
  Less than 

  	
   

  	
  £[**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Discretionary

  	
   

  
	
   

  	
   

  	
  From

  	
   

  	
  £[**]

  	
   

  	
  to

  	
   

  	
  £[**]

  	
   

  	
  £[**]

  	
   

  
	
   

  	
   

  	
  From(3)

  	
   

  	
  £[**]

  	
   

  	
  to

  	
   

  	
  £[**]

  	
   

  	
  £[**]

  	
   

  
	
   

  	
   

  	
  From(3)

  	
   

  	
  £[**]

  	
   

  	
  to

  	
   

  	
  £[**]

  	
   

  	
  £[**]

  	
   

  
	
   

  	
   

  	
  Greater than

  	
   

  	
  £[**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  £[**]

  	
   

  
	
  H2 06

  	
   

  	
  Less than 

  	
   

  	
  £[**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Discretionary

  	
   

  
	
   

  	
   

  	
  From

  	
   

  	
  £[**]

  	
   

  	
  to

  	
   

  	
  £[**]

  	
   

  	
  £[**]

  	
   

  
	
   

  	
   

  	
  From(3)

  	
   

  	
  £[**]

  	
   

  	
  to

  	
   

  	
  £[**]

  	
   

  	
  £[**]

  	
   

  
	
   

  	
   

  	
  From(3)

  	
   

  	
  £[**]

  	
   

  	
  to

  	
   

  	
  £[**]

  	
   

  	
  £[**]

  	
   

  
	
   

  	
   

  	
  Greater than

  	
   

  	
  £[**]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  £[**]

  	
   

  



 






(1)
As per final ITG Europe Management Accounts for the specified period. [**]


 


(2) For H1 05,
calculated as 4/6ths based on the planned 7th March 2005 start date


 


(3)
Bonuses within these ‘Budgeted’ to ‘Exceptional’ case ranges are guaranteed to
rise pro rata with improvements in the profit measure e.g. In H1 06, the
‘Budgeted’ profit target of £[**] guarantees £[**]; a profit of £[**] would guarantee a bonus of £[**] [£[**]+ (£[**]-£[**])/(£[**]-£[**])*(£[**]-£[**])]. Variations in bonus for different
levels of profit within ranges which are above the ‘Exceptional’ case or below
the ‘Budgeted’ cases are discretionary.


 


If
notice of termination is given by the Company on or before 31st December 2005 the Company will guarantee
a cash bonus payment of £[**].


 


In
2006, if notice of termination is given by the Company, the Company will
guarantee a pro rated bonus payment in accordance with the table above based on
the extrapolated profit measure based on the management accounts for the month
end closest to the date of termination.


 

















 


In
line with current company policy, bonuses awarded in respect of the first half
of the calendar year are paid 2/3rds in the
July payroll and 1/3rd in the following January payroll,
subject only to you being in the company’s employment and not serving a period
of notice at the time of the January payroll. These conditions do not
apply if notice is given by the Company up until and including January 2006
payroll.


 


4.               PENSION


 


The
Company offers an Inland Revenue approved non-contributory pension scheme, the
terms and conditions of which can be found in the Staff Handbook. You will be
entitled to become a member of the scheme on the condition that no excess
health loading exists on your life and subject to satisfactory medical
examinations, where necessary.


 


5.               HOLIDAY
ENTITLEMENT


 


(a)                                  You are entitled to 30 days
holiday per annum, the timing of which is to be agreed in advance with your
manager, in addition to statutory public and bank holidays.


 


(b)                                 The Company’s holiday entitlement
year is a calendar year from 1 January to 31 December. Employees joining
and/or leaving the Company during the year will have their holiday entitlement
calculated on a pro-rata basis for that year.


 


(c)                                  Unused holiday entitlement
may not be carried forward to the next year, except with the specific agreement
of your manager, and in any event a maximum of five days may be carried over to
the next holiday year.


 


(d)                                 The Company reserves the
right to require you to take any unused holiday entitlement during your notice
period.


 


6.               OTHER STAFF
BENEFITS


 


The
Company offers Permanent Health Insurance (PHI), Life Assurance and Private
Medical Insurance schemes in which you will be eligible to participate. The
Company provides a subsidy towards the membership of a health club. There is no
cash alternative to these or any other staff benefits. These benefits are
discretionary rather than contractual, and the Company reserves the right to
cease or change the level of cover at any time. Certain staff benefits are
taxable as required by the Inland Revenue. Further details on staff benefits
can be found in the Company’s Staff Handbook.


 

















 


7.     EXPENSES


 


On
production of valid receipts, the Company will reimburse you for all reasonable
expenses incurred wholly and necessarily in the performance of your duties.


 


8.     HOURS OF WORK


 


Your
hours of work will generally be 8:00 a.m. to 5:00 p.m. Monday to
Friday, excluding one hour for lunch or as determined due to market hours. In
addition, you are required to work such additional hours as may be requested by
or on behalf of the Company as being reasonably necessary for the proper
performance of your duties and, unless otherwise agreed in writing, in
accordance with the terms of the Working Time Regulations as detailed in the
Staff Handbook.


 


9.     PLACE OF WORK


 


Your
place of employment will be at the Company’s business premises in London.
During the course of your employment you may be required to work in the same or
similar capacity in any other offices of the Company or of its subsidiaries or
affiliates whether in the UK or abroad.


 


10.   NOTICE PERIOD


 


Your
employment may be terminated by the Company or by you on giving three month’s
notice. Such notice of termination must be in writing.


 


The
Company reserves the right to make payment of salary and bonus in lieu of such
period of notice. The Company also reserves the right to require you, and you
hereby agree if so required, not to attend for work during such period of
notice.


 


11.   EXCLUSIVE SERVICE


 


During
your employment, you must devote your attention and skills exclusively to the
business of the Company. You may not, during your employment, engage in work or
employment for any other party without the prior written consent of the
Company. You should avoid outside personal business relationships or business
dealings with any of the Company’s customers, suppliers or competitors.


 


12.   SICKNESS


 


If
you are absent from work due to illness, you will be expected to notify your
senior manager immediately. You are required to provide a medical certificate
for all absences from work for more than two consecutive business days.


 

















 


If
you provide satisfactory medical certificates, the Company may continue to pay
your full basic salary for up to an aggregate of 20 working days sickness absence
in any 12 month period.


 


The
remuneration paid under this clause shall include any sick pay to which you are
entitled under law and shall be reduced by the amount of any social welfare or
other benefits recoverable by you whether or not recovered. You shall notify
the Company of any social welfare or other benefits recoverable by you.


 


For
prolonged or frequent absences from work as a result of sickness, the Company
may, at its expense, require you to submit to such medical examinations or
tests by doctor(s) nominated by the Company to assess your continued
fitness to work. You hereby authorise such doctor(s) to disclose to the
Company the results of such examinations or tests. Further details are
contained in the Company’s Staff Handbook.


 


13.   DISCIPLINARY, DISMISSAL AND GRIEVANCE PROCEDURES


 


The
Disciplinary, Dismissal and Grievance Procedures which apply to you are in
accordance with the terms of the Employment Act 2002 (Dispute Resolution)
Regulations and are set out in the Company’s Staff Handbook. You must
familiarise yourself with these and all other company procedures detailed in
the Staff Handbook prior to commencing employment.


 


14.   TERMINATION


 


Your
employment may be terminated by the Company with or without notice in the event
that you:


 


commit
any serious or persistent breach of any of the provisions contained herein of
any Company rule, regulation or accepted practice notified to you.


are
guilty of any serious of gross misconduct prejudicial to the Company or to your
appointment.


are
guilty of any wilful neglect in the discharge of your duties.


become
bankrupt or enter into any arrangement with your creditors.


become
of unsound mind or otherwise incapable of performing your duties. 


are
convicted of a criminal offence.


 


In
the event of any perceived misconduct, the Company will be entitled to suspend
you forthwith in order to consider and investigate the alleged offence.
Remuneration shall be paid to you during any such suspension. Any allegations
of misconduct will be fully investigated by the Company in accordance with the
Company’s disciplinary procedure, detailed in the Staff Handbook.


 

















 


15.   COVENANTS


 


You
hereby covenant with the Company that you will not for a period of six months
after the termination of your employment either alone or jointly with or on
behalf of any person firm or company directly or indirectly:


 


(a)  canvass, solicit or approach or cause to be canvassed,
solicited or approached any business partnership, firm, company or other body
who at the date of termination of your employment or at any time during the
period of six months prior to that date was a client or customer of the Company
and with whom or which you shall have had dealings or material knowledge during
the last six months of your employment


 


(b)  do business with any business, partnership, firm,
company or other body who or which has had at any time during the period of six
months immediately preceding the date of such termination done business with
the Company as an investment client and with whom you have had dealings or
material knowledge during the last six months of your employment,


 


(c)  solicit or entice away or endeavour to solicit or entice
away from the Company any person whom at the date of termination or at any time
during the six months prior to that date is or was employed or engaged by the
Company in an executive, technical, operational, sales, trading or research
capacity and for whom you shall have been responsible at any time during the
last six months of your employment (whether or not such person would commit a
breach of his/her contract by so doing).


 


16.   GENERAL INFORMATION


 


This
Contract of Employment is subject to:


 


you
not having any outstanding disagreements or legal proceedings (existing,
threatened or otherwise) with your current/previous employer.


employment
and credit (if deemed necessary) references, which we consider to be
satisfactory.


registration
with any appropriate regulatory bodies, including your attempting and passing
any regulatory examinations.


successful
application for a work permit (if applicable).


a
medical examination confirming your fitness to work


the
absence of any binding or restrictive covenants from your current / previous
employment that may restrict or impede your business activities with the
Company. 


you
agreeing to execute an Employee Patent and Confidentiality Agreement with the
Company.


you
agreeing to execute a Service Agreement with the Company, if required.


your
signed confirmation stating that you have read and understood and will comply
with the contents and procedures outlined in the Company’s Staff Manual


 

















 


your
signed confirmation stating that you have read and understood and will comply
with the contents and procedures outlined in the Company’s Compliance Manual,
in particular, the sections covering -


Personal
Account Transactions in Part V of the Criminal Justice Act 1993, Money
Laundering.


 


17.   SEVERABILITY


 


In
the event that any of these terms, conditions or provisions, or any part
thereof, shall be determined to be invalid, unlawful or unenforceable, such
term, condition or provision, or any part thereof, shall be severed from the
remaining terms, conditions and provisions which shall continue to be valid to
the fullest extent permitted by law.


 


18.   VARIATION


 


The
Company reserves the right to vary the terms of this Contract of Employment in
line with business needs and changing employment legislation. The Company will
consult with you in advance of such changes as appropriate. The right to vary
the terms of this contract does not apply to the bonus guarantees undertaken by
the Company in Clause 3 of this contract of employment.


 


19.   LAW


 


This
Contract of Employment is governed by and shall be construed in accordance with
the laws of England and the courts of England shall have exclusive jurisdiction
to hear any dispute.


 


20.   DATA PROTECTION ACT


 


As
part of the administration of your employee records, the Company has computer
databases in the Human Resources Department and the Payroll Department in which
data about you will be stored and processed. Information about you may be
transferred to and from other locations within and outside the European
Economic Area. This information will not be used or processed other than for
employment purposes or the purposes of the Company’s business and is subject to
the normal high standards of confidentiality and protection within the Company.
It is a condition of your employment that you consent to the holding, storing,
using or processing data about you as set out above, and by signing this letter
you give your consent to this.


 

















 


21.   COMPANY STAFF MANUAL


 


The
Company’s Staff Manual incorporating the Staff Handbook will be provided to you
prior to joining the Company. In the event that there is any conflict in the
terms set out in this Contract of Employment and those contained in the Company’s
Staff Manual, the terms of this letter will prevail.


 


22.   CONFIDENTIALITY


 


It
is in the interests of the Company and its employees that the terms of this
offer of Contract of Employment, particularly in reference to salary and
benefits, are strictly confidential and should not be disclosed to any other
member of staff or anyone outside the Company.


 


23.   DURATION OF OFFER


 


This
offer of employment is valid for 5 working days.


 


24.   ENCLOSURES


 


Please
complete, sign and return / provide the following:


 


an
Employee, Referees and Bank Account Details Form


an
Employee Patent & Confidentiality Agreement


an
Employee Staff and Compliance Manual Acknowledgement Form


a
copy of your passport confirming your date of birth and nationality.


 


Please
indicate your agreement to this offer and its terms above by signing and
returning a copy of this letter to us. At the same time, please confirm your
date of joining.


 


If
you have any questions regarding this letter, please do not hesitate to contact
our Human Resources Manager or myself.


 


Finally,
may we say how pleased we are to be making you this offer. We look forward to
receiving your acceptance and to your joining the Company and enjoying a
successful career with us.


 

















 


	
   

  	
  Yours
  sincerely

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Alasdair Haynes

  	
   

  
	
   

  	
  Alasdair Haynes

  	
   

  
	
   

  	
  Chief Executive Officer

  	
   

  
	
   

  	
  Investment
  Technology Group Europe Ltd.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Agreed
  and Accepted this 15th day of February 2005.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  David Stevens

  	
   

  
	
   

  	
  David
  Stevens