Exhibit
10.4


STOCK OPTION AGREEMENT


This Stock Option Agreement (the “Agreement”) is
entered into as of                    (“Grant
Date”), among Investment Technology Group, Inc., a Delaware corporation (the “Company”)
and ____________, a member of the Board of Directors of the Company (the “Participant”).


WHEREAS, the Board of Directors of the Company has
approved the Company’s Non-Employee Directors’ Equity Subplan (the “Plan”),
pursuant to which members of the Board of Directors who are not employed by the
Company or by any subsidiary or parent of the Company are entitled to receive
certain automatic grants of options to purchase shares of the Company’s Common
Stock.


WHEREAS, the Participant is a member of the Board of
Directors who 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, the parties agree as follows:


Section 1.  Grant
of Option.


1.1  The Company
hereby grants to the Participant a nonqualified stock option (the “Option”) to
purchase        shares of the Company’s
Common Stock (the “Stock”), for a price per share of $        (the “Option Price”).  The Option is intended to be a nonqualified
stock option and shall not be treated as an incentive stock option under the
provisions of the Code.


1.2.  The Option
is granted under the Plan.  All of the
terms and conditions of the Plan, as applicable to the award of stock options
thereunder, are hereby incorporated by reference in this Agreement as though
fully set forth herein.  Terms defined in
the Plan but not in this Agreement shall have the meanings set forth in the
Plan.  To the extent of any conflict
between the provisions of this Agreement and those of the Plan, the provisions
of the Plan applicable to the award of stock options thereunder shall
govern.  The Participant acknowledges
receipt of a copy of the Plan, accepts the Option subject to the terms and
conditions set forth in the Plan and this Agreement and consents to and agrees
to comply with such terms and conditions.


1.3.  This
Option is granted for no consideration other than the services of the
Participant as a member of the Board of Directors and the Participant’s
agreements set forth herein.


1.4.  It is
intended that the grant of the Option be exempt from the provisions of Section
16(b) of the Exchange Act pursuant to the provisions of Rule 16b-3.


Section 2.  Terms
of Option.


2.1.  The Option
(to the extent not earlier exercised or forfeited) will expire at 5:00 p.m.,
Eastern time on  {five
years after the date of grant}; provided, however, if the
Participant ceases to serve as a Director of the Company prior to such date,
except as otherwise 









 



provided in Section 2.5, the Option will expire as follows: (i) if the
Participant ceases to serve as a Director of the Company due to death,
disability or retirement at or after age 65, the date 12 months after such
cessation of service, but in no event later than {five
years after the date of grant}; and (ii) if the Participant
ceases to serve as a Director of the Company for any reason other than due to
death, disability or retirement at or after age 65, at the date 60 days after
such cessation of service, but in no event later than  {five years after the date
of grant}.


2.2.  The Option
will vest and become exercisable in three equal annual installments, beginning
on the first anniversary of the Grant Date; provided, however,
that the Option will vest and become immediately exercisable in full upon a
Change in Control (as defined in Section 2.6). 
Except as otherwise provided in Section 2.5 below, in the event the
Participant ceases to serve as a Director of the Company by reason of death or
disability, the Option shall become vested and exercisable in full at the time
of such termination.  In the event the Participant
ceases to serve as a Director of the Company for any other reason not described
or provided for herein, that portion of the Option that has not yet vested
shall be forfeited.


2.3.  Written
notice of exercise of the Option shall be given to the Secretary of the Company
and shall be deemed to have been received either when delivered personally to
the office of the Secretary or at 11:58 p.m. on the date of any U.S. Postal
Service postmark on the notice, whichever is earlier.  Such notice shall be irrevocable and must be
accompanied by the payment of the purchase price as provided in Section 2.4
below.  Upon the exercise of the Option,
the Company will transfer or will cause to be issued a certificate or certificates
for the Common Stock being purchased as promptly as practicable.


2.4.  The
purchase price of Stock purchased by the Participant upon exercise of the
Option (the “Option Shares”) shall be paid in full to the Company at the time
of such exercise in cash (including by check) or by the surrender of Stock
(including the surrender of Option Shares) or a combination thereof; provided,
however, that Stock held for less than six months may be surrendered in payment
or partial payment of the purchase price only with the approval of the Board of
Directors.


2.5   If the
Participant 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 2.1 and 2.2, Participant 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.


2.6.  Definitions.


(i)           For the 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), 



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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 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.



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(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.


Section 3.  Adjustments.  The number and kind of shares purchasable
upon exercise of the Option, and other terms of the Option, shall be
appropriately adjusted in accordance with Section 6(e) of the Plan, in order to
prevent dilution or enlargement of the rights of the Participant.


Section 4.  Representations
of Participant.  The Participant
represents and warrants that the Participant is acquiring the Option for his
own account and not with a view to distribution of this Option or the Option
Shares. As a condition to the exercise of the Option, and in the event that the
Option Shares have not yet been registered under the Securities Act of 1933, as
amended (the “Act”) at the time they are issued, the Company may require the
Participant to make any representation and/or warranty to the Company as may,
in the judgment of counsel to the Company, be required under any applicable law
or regulation, including but not limited to a representation and warranty that
the Option Shares are being acquired only for investment and without any
present intention to sell or distribute such shares 



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if, in the opinion of counsel for the Company, such a representation is
required under the Act or any other applicable law, regulation or rule of any
governmental agency.


Section 5.   Nontransferability.  Neither the Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate or convey the Option,
which Option is, and all rights under this Agreement are, expressly declared to
be unassignable and nontransferable, other than by will or under the laws of
descent and distribution.  No part of the
Option shall be subject to seizure or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by the Participant or
any other person, nor be transferable by operation of law in the event of the
Participant’s or any other person’s bankruptcy or insolvency.


Section 6.  Miscellaneous.


6.1  Neither the
Participant nor any other person shall acquire by reason of the Option or the
Option Shares any right in or title to any assets, funds or property of the
Company whatsoever including, without limiting the generality of the foregoing,
any specific funds or assets which the Company, in its sole discretion, may set
aside in anticipation of a liability.  No
trust shall be created in connection with or by the granting of the Option or
the purchase of any Option Shares, and any benefits which become payable
hereunder shall be paid from the general assets of the Company.  The Participant shall have only a contractual
right to the amounts, if any, payable pursuant to this Agreement, unsecured by
any asset of the Company or any of its affiliates.


6.2.  Shares
issued pursuant to exercise of the Option shall be shares of Stock, the
issuance of which is registered under the Act.


6.3.  The terms
of this Agreement shall be binding upon the executors, administrators, heirs,
successors, transferees and assignees of the Participant and the Company.


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


6.5.  The
Participant 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.



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6.6.  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.


6.7.  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 Option other than as set forth herein
or therein, all prior agreements, promises, representations and understandings
relative thereto being herein merged.


6.8.  Nothing
expressed or implied herein is intended or shall be construed to confer upon or
give to any person, other than the parties hereto, any right, remedy or claim
under or by reason of this Agreement or of any term, covenant or condition
hereof.


6.9.  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 Board of Directors 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.


6.10.  Any notice
to be given hereunder shall be in writing and delivered personally or sent by
registered or certified mail, postage prepaid, and, if to the Company,
addressed to it at 380 Madison Avenue, Fourth Floor, New York, New York 10017,
Attention: Secretary, and, if to the Participant, addressed to him at the
address set forth below his signature hereto, or to such other address of such
party as that party may designate by written notice to the other.


6.11.  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 parties hereto have executed
this Stock Option Agreement as of the date first above written.


 


	
  

  	
   

  	
  INVESTMENT TECHNOLOGY GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Raymond L. Killian, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Chairman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  {Insert Name of Director}

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Address for Notices:

  



 



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