Exhibit 10.3.13
INVESTMENT TECHNOLOGY GROUP, INC.
RESTRICTED SHARE AGREEMENT
THIS AGREEMENT, dated as of
, 2004, 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 SHARES.
PURSUANT TO THE PROVISIONS OF THE PLAN, THE
TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE, THE EMPLOYEE IS HEREBY
AWARDED RESTRICTED SHARES (THE "AWARD"), SUBJECT TO THE TERMS AND CONDITIONS OF
THE PLAN AND THOSE HEREIN SET FORTH.
THE AWARD IS GRANTED AS OF
, 2004 (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 SHARES 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 (I) THE
AWARD SHALL BECOME IMMEDIATELY VESTED AS TO ONE HALF OF THE RESTRICTED SHARES
SUBJECT TO THE AWARD UPON A CHANGE OF CONTROL OF THE COMPANY, AND (II) THE AWARD
SHALL BECOME IMMEDIATELY VESTED IN FULL 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 DIVIDENDS AND OTHER AMOUNTS RECEIVABLE IN CONNECTION WITH ANY
ADJUSTMENTS TO THE COMMON STOCK UNDER SECTION 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 UNVESTED PORTION OF THE AWARD SHALL IMMEDIATELY BE
FORFEITED BY THE EMPLOYEE AND BECOME THE PROPERTY OF THE COMPANY.
(C)
CERTIFICATES.
ANY CERTIFICATE OR OTHER EVIDENCE OF OWNERSHIP
ISSUED IN RESPECT OF RESTRICTED SHARES AWARDED HEREUNDER SHALL BE DEPOSITED WITH
THE COMPANY, OR ITS
DESIGNEE, TOGETHER WITH, IF REQUESTED BY THE COMPANY, A STOCK POWER EXECUTED IN
BLANK BY THE EMPLOYEE, AND SHALL BEAR A LEGEND DISCLOSING THE RESTRICTIONS ON
TRANSFERABILITY IMPOSED ON SUCH RESTRICTED SHARES BY THIS AGREEMENT (THE
"RESTRICTIVE LEGEND").
UPON THE VESTING OF RESTRICTED SHARES PURSUANT TO
SECTION 2(A) HEREOF AND THE SATISFACTION OF ANY WITHHOLDING TAX LIABILITY
PURSUANT TO SECTION 5 HEREOF, THE CERTIFICATES EVIDENCING SUCH VESTED COMMON
STOCK, NOT BEARING THE RESTRICTIVE LEGEND, SHALL BE DELIVERED TO THE EMPLOYEE OR
OTHER EVIDENCE OF VESTED COMMON STOCK SHALL BE PROVIDED TO THE EMPLOYEE.
(D)
RIGHTS OF A STOCKHOLDER.
PRIOR TO THE TIME