Exhibit 10.2


AMENDMENT TO NON-EMPLOYEE
DIRECTORS’

STOCK OPTION AGREEMENTS


This Amendment to Non-Employee Directors’ Stock Option Agreements is
entered into this ___ day of August, 2006 between Investment Technology Group,
Inc., a Delaware corporation (the “Company”) and __________, a member of the
Board of Directors of the Company (the “Participant”).


WHEREAS, pursuant
to the Company’s Non-Employee Directors Stock Option Plan (the “Plan”), the
Participant was granted, on ____________ and _____________, options to purchase
__________ and _________ shares of the Company’s common stock, respectively
(the “Options”); and


WHEREAS, the terms
of the Options are set forth in stock option agreements dated ___________  and _______________(the “Stock Option
Agreements”); and


WHEREAS, the
parties hereto wish to amend the Stock Option Agreements to provide that the
Options shall become immediately exercisable in full upon a Change in Control
of the Company.


NOW THEREFORE, the
parties agree as follows:


1.     The following is added at the end of the
first sentence of Section 2.2 of the Stock Option Agreements, and
Exhibit A attached hereto is also attached to the Stock Option Agreements.


“provided, however,
that the Option will vest and become immediately exercisable in full upon a
Change in Control (as defined in Exhibit A hereto).”


2.     Except as amended herein, the Stock Option
Agreements shall continue in full force and effect.









 



3.     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 counterpart.



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


	
  

  	
   

  	
  INVESTMENT TECHNOLOGY GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Director

  




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EXHIBIT
A


“Change in Control”
means and shall be deemed to have occurred:


(i)           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


(ii)          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


(iii)         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 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 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


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


“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.



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“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.


“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.


“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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