Exhibit 10.3.16
INVESTMENT TECHNOLOGY GROUP, INC.
RESTRICTED SHARE UNIT AGREEMENT
THIS AGREEMENT, dated as of
between Investment
Technology Group, Inc. (the "Company"), a Delaware corporation, and
(the "Employee").
WHEREAS, the Employee has been granted the following award under the Company's
1994 Stock Option and Long-Term Incentive Plan (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 EMPLOYEE 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 SECTION 2(B) BELOW AND THE OTHER
TERMS AND CONDITIONS OF THIS AGREEMENT, THIS AWARD SHALL BECOME VESTED IN FULL
ON THE THIRD ANNIVERSARY OF THE DATE OF GRANT; PROVIDED, HOWEVER, THAT THE AWARD
SHALL BECOME IMMEDIATELY VESTED IN FULL (I) UPON A CHANGE OF CONTROL OF THE
COMPANY OR (II) UPON TERMINATION OF THE EMPLOYMENT OF THE EMPLOYEE DUE TO THE
EMPLOYEE'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 PLAN SHALL BE SUBJECT TO THE VESTING SCHEDULE IN THIS SECTION
2(A).
(B)
TERMINATION OF SERVICE; FORFEITURE OF UNVESTED AWARD.
IN THE
EVENT OF TERMINATION OF SERVICE OF THE EMPLOYEE PRIOR TO THE DATE THE AWARD
OTHERWISE BECOMES VESTED, THE AWARD SHALL IMMEDIATELY BE FORFEITED BY THE
EMPLOYEE.
(C)
DISTRIBUTION OF SHARES.
THE COMPANY SHALL DISTRIBUTE TO THE
EMPLOYEE (OR HIS OR HER HEIRS IN THE EVENT OF THE EMPLOYEE'S DEATH) AT THE TIME
OF VESTING OF THE AWARD, A NUMBER OF SHARES OF COMMON STOCK EQUAL TO THE NUMBER
OF RESTRICTED SHARE UNITS THEN HELD BY THE EMPLOYEE THAT BECAME VESTED AT SUCH
TIME.
(D)
RIGHTS AND RESTRICTIONS.
THE AWARD SHALL NOT BE TRANSFERABLE,
OTHER THAN PURSUANT TO WILL OR THE LAWS OF DESCENT AND DISTRIBUTION.
PRIOR TO
VESTING OF THE AWARD AND DELIVERY OF THE SHARES OF COMMON STOCK TO THE EMPLOYEE,
THE EMPLOYEE SHALL NOT HAVE ANY RIGHTS OR PRIVILEGES OF A SHAREHOLDER AS TO THE
SHARES OF COMMON STOCK SUBJECT TO THE AWARD.
SPECIFICALLY, THE EMPLOYEE SHALL
NOT HAVE THE RIGHT TO RECEIVE DIVIDENDS OR THE RIGHT TO VOTE SUCH SHARES OF
COMMON STOCK PRIOR TO VESTING OF THE AWARD AND DELIVERY OF THE SHARES OF COMMON
STOCK.
(E)
NO RIGHT TO