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 19(H) OF THE PLAN.
5
20.
ENTIRE AGREEMENT.
THIS GRANT 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 STOCK UNIT GRANT OTHER THAN AS SET FORTH HEREIN
OR THEREIN, ALL PRIOR AGREEMENTS, PROMISES, REPRESENTATIONS AND UNDERSTANDINGS
RELATIVE THERETO BEING HEREIN MERGED.
21.
AMENDMENT; WAIVER.
EXCEPT AS SET FORTH IN
SECTION 15, THIS GRANT AGREEMENT MAY BE AMENDED, MODIFIED, SUPERSEDED, CANCELED,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]
6
IN WITNESS WHEREOF, the undersigned have executed this Grant Agreement as of the
date first above written.
INVESTMENT TECHNOLOGY GROUP, INC.
By:
/s/Maureen O'Hara
Name:
Maureen O'Hara
Title:
Chairman of the Board of Directors
I hereby accept the Stock Unit Grant described in this Grant Agreement, and I
agree to be bound by the terms of the Plan and this Grant Agreement.
I hereby
further agree that all the decisions and determinations of the Committee shall
be final and binding.
/s/Robert C. Gasser
Robert C. Gasser
7
Exhibit A
Performance Objectives and Vesting and Distribution Schedule for the Stock Unit
Grant
The Committee has set Performance Objectives (as defined in the Company's
Amended and Restated Pay-for-Performance Incentive Plan (the
"Pay-for-Performance Plan"))