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