Exhibit 10.3
INVESTMENT TECHNOLOGY GROUP, INC.
AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT
THIS AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT (this "Agreement"), dated
as of August 6, 2008 by and between Investment Technology Group, Inc. (the
"Company"), a Delaware corporation, and Robert C. Gasser (the "Employee").
WHEREAS, this Restricted Share Award was previously awarded to the Employee
under the Company's 1994 Stock Option and Long-Term Incentive Plan, as Amended
and Restated (the "Plan") in satisfaction of the Company's obligations under the
employment agreement by and between the Company and the Employee originally
dated September 15, 2006 and amended and restated effective August 6, 2008 (the
"Employment Agreement"), subject to stockholder approval of the performance
goals set for the award.
WHEREAS, the stockholders approved the performance goals set for the award on
May 8, 2007.
WHEREAS, the Company and the Employee desire to amend and restate this Agreement
to provide that payments due to the Employee under this Agreement upon the
Employee's termination of employment will be compliant with the applicable
requirements of section 409A of the Code (as defined below) and the regulations
promulgated thereunder.
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 SHARES.
PURSUANT TO
THE PROVISIONS OF THE PLAN, THE TERMS OF WHICH ARE INCORPORATED HEREIN BY
REFERENCE, ON OCTOBER 4, 2006 (THE "DATE OF GRANT"), THE EMPLOYEE WAS AWARDED
31,250 RESTRICTED SHARES (THE "AWARD"), WHICH NUMBER OF RESTRICTED SHARES
REPRESENTS 6,250 RESTRICTED SHARES FOR THE PERIOD OCTOBER 4, 2006 THROUGH
DECEMBER 31, 2006 AND 25,000 RESTRICTED SHARES FOR THE 2007 CALENDAR YEAR,
SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE PLAN AND APPROVAL BY
THE COMPANY'S STOCKHOLDERS OF THE PERFORMANCE GOALS SET FOR THE AWARD.
THE
STOCKHOLDERS OF THE COMPANY APPROVED THE PERFORMANCE GOALS SET FOR THE AWARD ON
MAY 8, 2007.
CAPITALIZED TERMS USED HEREIN AND NOT DEFINED SHALL HAVE THE
MEANINGS SET FORTH IN THE PLAN.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
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 THIS AWARD IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
(A)
VESTING AND PAYMENT OF AWARD.
SUBJECT TO
SECTIONS 2(B), 2(C) AND 2(D) BELOW AND THE OTHER TERMS AND CONDITIONS OF THIS
AGREEMENT, THE RESTRICTED SHARES SHALL VEST
1
AND BE PAID ON THE DATES SET FORTH ON EXHIBIT A; PROVIDED THAT THE PERFORMANCE
GOAL SET FORTH ON EXHIBIT A HAS BEEN ACHIEVED AND THE EMPLOYEE HAS NOT INCURRED
A TERMINATION OF SERVICE AS OF THE APPLICABLE DATES SET FORTH ON EXHIBIT A.
ON
THE DATE THE RESTRICTED SHARES VEST AND ARE PAID IN ACCORDANCE WITH EXHIBIT A,
THE EMPLOYEE SHALL BE PAID ONE SHARE OF COMMON STOCK FOR EACH RESTRICTED SHARE
THAT BECOMES PAYABLE IN ACCORDANCE WITH EXHIBIT A.
(B)
TERMINATION PRIOR TO A CHANGE IN CONTROL.
NOTWITHSTANDING SECTION 2(A) ABOVE AND SUBJECT