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.
17.
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 GRANT AGREEMENT, INCLUDING BUT NOT
LIMITED TO ALL ACTS AND DOCUMENTS RELATED TO COMPLIANCE WITH FEDERAL AND/OR
STATE SECURITIES LAWS.
18.
COUNTERPARTS. FOR CONVENIENCE, THIS GRANT
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.
19.
GOVERNING LAW. THIS GRANT AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH SECTION 6(H) OF THE SUBPLAN.
20.
ENTIRE AGREEMENT. THIS GRANT AGREEMENT,
TOGETHER WITH THE SUBPLAN AND THE 2007 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.
21.
AMENDMENT; WAIVER. THIS GRANT 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BE AMENDED, MODIFIED, SUPERSEDED, CANCELED, RENEWED OR EXTENDED AND THE TERMS OR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 GRANT 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 GRANT AGREEMENT.
22.
SEVERABILITY. ANY PROVISION OF THIS GRANT
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.
[SIGNATURE PAGE FOLLOWS]
5
IN WITNESS WHEREOF, the undersigned have executed this Grant Agreement as of the
date first above written.
INVESTMENT TECHNOLOGY GROUP, INC.
By:
Name: Robert C. Gasser
Title: CEO and President
I hereby accept the Option described in this Grant Agreement, and I