Exhibit
10.3


INVESTMENT TECHNOLOGY
GROUP, INC.

RESTRICTED SHARE UNIT AGREEMENT


THIS AGREEMENT, dated as
of               
between Investment Technology Group, Inc. (the “Company”), a Delaware
corporation, and
                       
, a member of the Board of Directors of the Company (the “Director”).


WHEREAS, the Director has
been granted the following award under the Company’s Non-Employee Directors’
Equity Subplan (the “Plan”);


WHEREAS, the Director is
not employed by the Company or a subsidiary or parent of the Company and is not
otherwise ineligible to participate in the Plan.


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein, and for
other good and valuable consideration, the parties hereto agree as follows.


1.          Award of Restricted Share Units.  Pursuant to the provisions of the Plan, the
terms of which are incorporated herein by reference, the Director is hereby
awarded    Restricted Share Units (the
“Award”), subject to the terms and conditions of the Plan and those herein set
forth.  The Award is granted as of                
(the “Date of Grant”).  Capitalized terms
used herein and not defined shall have the meanings set forth in the Plan.  In the event of any conflict between this
Agreement and the Plan, the Plan shall control.


2.          Terms and Conditions.  It is understood and agreed that the Award of
Restricted Share Units evidenced hereby is subject to the following terms and
conditions:


(a)        Vesting
of Award.  Subject to the terms and
conditions of this Agreement, this Award shall become vested in three equal
annual installments, beginning on the first anniversary of the Date of Grant; provided,
however, that the Award shall become immediately vested in full (i) upon
a Change in Control of the Company or (ii) in the event that the Director
ceases to serve as  Director of the
Company due to the Director’s death or permanent and total disability (as
defined in Section 22(e)(3) of the Code). 
Unless otherwise provided by the Committee, all amounts receivable in
connection with any adjustments to the Common Stock under Section 5.5 of the
1994 Stock Option and Long-Term Incentive Plan, as incorporated within the
Plan, shall be subject to the vesting schedule in this Section 2(a).


(b)        Termination
of Service.  Except as otherwise
provided in Section 2(c) below, in the event that the Director ceases to serve
as a Director for any reason not described or provided for in Section 2(a)(ii)
above, that portion of the Award that has not yet vested shall be forfeited.


(c)        Continued
Service.  If the Director ceases
serving as a Director and, immediately thereafter, he or she is employed by the
Company or any subsidiary, then, solely for the purposes of Sections 2(a), (b)
and (d), the Director will not be deemed to have ceased service 









 



 


as a Director at that time, and his or her continued employment by the
Company or any subsidiary will be deemed to be continued service as a Director.


(d)        Distribution
of Shares.  The Company shall
distribute to the Director (or his or her heirs in the event of the Director’s
death) at the time of vesting of the Award, a number of shares of Common Stock
equal to the number of Restricted Share Units then held by the Director that
became vested at such time; provided, however, that, if the Director so
elected in accordance with the terms of the Plan, distribution of the shares of
Common Stock subject to the Award shall be deferred until the time the Director
ceases to be a Director of the Company for any reason (except as otherwise
provided in Section 2(c) above).


(e)        Rights
and Restrictions.  The Award shall
not be transferable, other than pursuant to will or the laws of descent and
distribution.  Prior to vesting of the
Award and delivery of the shares of Common Stock to the Director, the Director
shall not have any rights or privileges of a shareholder as to the shares of Common
Stock subject to the Award. 
Specifically, the Director shall not have the right to receive dividends
or the right to vote such shares of Common Stock prior to vesting of the Award
and delivery of the shares of Common Stock.


(f)         Definitions.


(i)         For purposes hereof, “Change in
Control” means and shall be deemed to have occurred:


A.        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


B.         if the individuals who, as of the date
hereof, constitute the Board of Directors of the Company (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


C.         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 


 



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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


D.         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 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


E.         if the stockholders of the Company
approve a plan of complete liquidation of the Company.


(ii)        “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.


(iii)       “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.


(iv)       “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.


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



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3.          Transfer of Common Stock.  The Common Stock to be delivered hereunder,
or any interest therein, may be sold, assigned, pledged, hypothecated,
encumbered, or transferred or disposed of in any other manner, in whole or in
part, only in compliance with the terms, conditions and restrictions as set
forth in the governing instruments of the Company, applicable federal and state
securities laws or any other applicable laws or regulations and the terms and
conditions hereof.


4.          Expenses of Issuance of Common
Stock.  The issuance of stock
certificates hereunder shall be without charge to the Director.  The Company shall pay, and indemnify the
Director from and against any issuance, stamp or documentary taxes (other than
transfer taxes) or charges imposed by any governmental body, agency or official
(other than income taxes) by reason of the issuance of Common Stock.


5.          References.  References
herein to rights and obligations of the Director shall apply, where
appropriate, to the Director’s legal representative or estate without regard to
whether specific reference to such legal representative or estate is contained
in a particular provision of this Agreement.


6.          Notices.  Any notice
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been given when delivered personally or by courier, or
sent by certified or registered mail, postage prepaid, return receipt requested,
duly addressed to the party concerned at the address indicated below or to such
changed address as such party may subsequently by similar process give notice
of:


If to the Company:


Investment
Technology Group, Inc.

380 Madison Avenue

New York, NY 10017


Attn.: General
Counsel


If to the
Director:


At the Director’s
most recent address shown on the Company’s corporate records, or at any other
address at which the Director may specify in a notice delivered to the Company
in the manner set forth herein.


7.          Costs.  In any action at law or in equity to enforce
any of the provisions or rights under this Agreement, including any arbitration
proceedings to enforce such provisions or rights, the unsuccessful party to
such litigation or arbitration, as determined by the court in a final judgment
or decree, or by the panel of arbitrators in its award, shall pay the
successful party or parties all costs, expenses and reasonable attorneys’ fees
incurred by the successful party or parties (including without limitation
costs, expenses and fees on any appeals), and if the 



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successful party recovers
judgment in any such action or proceeding such costs, expenses and attorneys’
fees shall be included as part of the judgment.


8.          Further Assurances.  The Director agrees to perform all acts and
execute and deliver any documents that may be reasonably necessary to carry out
the provisions of this Agreement, including but not limited to all acts and
documents related to compliance with federal and/or state securities laws.


9.          Counterparts.  For convenience, this Agreement may be
executed in any number of identical counterparts, each of which shall be deemed
a complete original in itself and may be introduced in evidence or used for any
other purposes without the production of any other counterparts.


10.        Governing Law.  This Agreement shall be construed and
enforced in accordance with Section 6(h) of the Plan.


11.        Entire Agreement.  This Agreement, together with the Plan, sets
forth the entire agreement between the parties with reference to the subject
matter hereof, and there are no agreements, understandings, warranties, or
representations, written, express, or implied, between them with respect to the
Award other than as set forth herein or therein, all prior agreements,
promises, representations and understandings relative thereto being herein
merged.


12.        Amendment; Waiver.  This Agreement may be amended, modified,
superseded, canceled, renewed or extended and the terms or covenants hereof may
be waived only by a written instrument executed by the parties hereto or, in
the case of a waiver, by the party waiving compliance.  Any such written instrument must be approved
by the Committee to be effective as against the Company.  The failure of any party at any time or times
to require performance of any provision hereof shall in no manner affect the
right at a later time to enforce the same. 
No waiver by any party of the breach of any term or provision contained
in this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such breach, or a waiver of the breach of any other term or
covenant contained in this Agreement.


13.        Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



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IN WITNESS WHEREOF, the
undersigned have executed this Agreement as of the date first above written.


	
   

  	
  Investment Technology Group,
  Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:  Raymond
  L. Killian, Jr.

  
	
   

  	
  Title:  CEO
  and President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  



 



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