Exhibit 10.36
INVESTMENT TECHNOLOGY GROUP,
INC.
FORM
OF NONQUALIFIED STOCK OPTION GRANT AGREEMENT
THIS GRANT
AGREEMENT, dated as of
(the “ Date of Grant ”), is entered into by and
between Investment Technology Group, Inc. (the “
Company ”), a Delaware corporation, and Robert C.
Gasser , an employee of the Company (the “
Employee ”).
WHEREAS, the
parties entered into an Employment Agreement on
(the “ Employment Agreement ”).
WHEREAS, pursuant to
Section 4.03(c) of the Employment Agreement, the Employee
is entitled to receive a non-qualified stock option to
purchase shares of the Company’s common stock (the
“ Common Stock ”) .
WHEREAS, the Company desires to grant the
Employee this option under the Investment Technology
Group, Inc. 2007 Omnibus Equity Compensation
Plan (the “ Plan ”), in order to satisfy
its obligation under the Employment Agreement. Capitalized
terms used herein and not defined herein shall have the meanings
set forth in the Plan. In the event of any conflict between
this Grant Agreement and the Plan, the Plan shall control.
WHEREAS, the Employee agrees that this option
grant satisfies the Company’s obligation under the Employment
Agreement.
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.
Grant of the Option . Subject to the terms and
conditions set forth in this Grant Agreement and the Plan, the
Employee is hereby awarded a nonqualified stock option to purchase
shares of Company Stock for an Exercise Price of $
per share (the “ Option ”). This Option is
intended to be a nonqualified stock option and shall not be treated
as an incentive stock option under the provisions of the
Code.
2.
Grant Subject to Plan Provisions . This Option is
awarded pursuant to the Plan, the terms of which are incorporated
herein by reference, and in all respects shall be interpreted in
accordance with the Plan. The Plan and the Plan prospectus
are available at
http://assetlib.itginc.com/stellent/groups/public/documents/itginc/047794.pdf
and
http://assetlib.itginc.com/stellent/groups/public/documents/itginc/047867.pdf,
respectively; provided that paper copies of the Plan and the Plan
prospectus are available upon request by contacting the Legal
Department of the Company at ITG_Legal or 212.444.6378. This
Option is subject to interpretations, regulations and
determinations concerning the Plan established from time to time by
the Committee in accordance with the provisions of the Plan,
including, but not limited to, provisions pertaining to
(a) the registration, qualification or listing of the shares
issued under the Plan, (b) changes in capitalization,
(c) requirements of applicable law and (d) all other Plan
provisions. The Committee has the authority to interpret and
construe this Grant Agreement
pursuant to the terms
of the Plan, and its decisions are conclusive as to any questions
arising hereunder.
3.
Vesting of the Option .
(a)
Subject to Section 4 below and the other terms and conditions
of this Grant Agreement and the Plan, this Option shall vest and
become exercisable on the following dates, if the Employee has
remained continuously employed by the Employer from the Date of
Grant through the vesting date; provided , however ,
that the Option shall vest and become immediately exercisable in
full (i) immediately prior to the effectiveness of a Change in
Control if the Employee is employed by the Employer as of such date
or (ii) upon the Employee’s Termination of Service (as
defined below) due to the Employee’s death or Permanent
Disability (as defined in the Employment Agreement):
|
Date
|
|
Shares for Which the
Option is Exercisable
|
|
|
First Anniversary of Date of Grant
|
|
33
1/3
|
%
|
|
Second Anniversary of Date of Grant
|
|
33
1/3
|
%
|
|
Third Anniversary of Date of Grant
|
|
33
1/3
|
%
|
The exercisability
of the Option is cumulative, but shall not exceed 100% of the
shares subject to the Option. If the foregoing schedule would
produce fractional shares, the number of shares for which the
Option becomes exercisable shall be rounded down to the nearest
whole share.
(b)
In the event of the Employee’s Termination of Service for
Good Reason (as defined in the Employment Agreement) or not for
Cause (as defined in the Employment Agreement) prior to a Change in
Control (as defined in the Employment Agreement) and Employee
executes (and does not revoke) a Release (as defined in the
Employment Agreement), (i) the vested portion of the Option as
of the termination date shall remain exercisable until the earlier
of the first anniversary of the termination date or the expiration
of the Option term and (ii) the unvested portion of the Option
as of the termination date shall continue to vest as if Employee
had remained employed by the Employer through the first anniversary
of the termination date and any portion of the Option that vests
during the one-year period following the termination date shall
remain exercisable until the earlier of the one-year period
following the applicable vesting date or the expiration of the
Option term.
(d)
Unless otherwise provided by the Committee, all amounts receivable
in connection with any adjustments to the Company Stock under
Section 5(d) of the 2007 Plan shall be subject to the
vesting schedule in this Section 3.
4.
Termination of Service; Forfeiture of Unvested Option
. In the event of the Employee’s Termination of Service
for any reason other than those outlined in Section 3
above
2
prior to the date the
Option otherwise becomes vested in accordance with Section 3
above, the Option shall immediately be forfeited by the
Employee.
“
Termination of Service ” means the Employee ceases to
be employed by the Employer. If the Employee is employed by a
Subsidiary of the Company, the Employee shall also be deemed to
incur a Termination of Service if such Subsidiary ceases to be a
Subsidiary of the Company and the Employee does not immediately
thereafter become employed by the Company or another Subsidiary of
the Company. Temporary absences from employment because of
illness, vacation or leave of absence and transfers among Employers
shall not be considered a Termination of Service.
5.
Term . The Option (to the extent not earlier exercised
or forfeited in accordance with Section 4 above) shall expire
at 5:00 p.m., Eastern time, on the earliest of (a) the
fifth anniversary of the Date of Grant, (b) the date that is
one year following the date of the Employee’s Termination of
Service due to the Employee’s death or Permanent Disability
(as defined in the Employment Agreement), (c) the dates set
forth in Section 3(b) above due to the Employee’s
Termination of Service for Good Reason (as defined in the
Employment Agreement) or not for Cause (as defined in the
Employment Agreement) prior to a Change in Control (as defined in
the Employment Agreement) in accordance with
Section 3(b) above or (d) the date that is sixty
(60) days after the date of the Employee’s Termination of
Service for any other reason.
