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.
20. 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SUPERSEDED, CANCELED, RENEWED OR EXTENDED AND THE TERMS OR COVENANTS HEREOF MAY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.
21. 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]
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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 Stock Unit Grant described in this Grant Agreement, and I
agree to be bound by the terms of the Subplan, the 2007 Plan and this Grant
Agreement. I hereby acknowledge that a copy of the Plan and the Plan prospectus
have been delivered to me. I hereby further agree that all the decisions and
determinations of the Committee shall be final and binding.
[Insert Name of the Director]
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