Exhibit 10.7
INVESTMENT TECHNOLOGY GROUP,
INC.
NONQUALIFIED STOCK OPTION GRANT
AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
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 ,
a member of the Board of Directors of the Company (the “
Director ”).
WHEREAS, the
Director has been awarded the following Grant under the Amended and
Restated Investment Technology Group, Inc. Directors’ Equity
Subplan (the “ Subplan ”), a subplan of the
Investment Technology Group, Inc. 2007 Omnibus Equity Compensation
Plan (the “ 2007 Plan ”);
WHEREAS,
capitalized terms used herein and not defined herein shall have the
meanings set forth in the Subplan and in the 2007 Plan. In the
event of any conflict between this Grant Agreement, the Subplan and
the 2007 Plan, the Subplan and the 2007 Plan shall control;
and
WHEREAS, the
Director is not employed by the Company, a Subsidiary of the
Company or a parent of the Company and is not otherwise ineligible
to participate in the Subplan.
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, the Subplan and the 2007 Plan,
the Director 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 Subplan and the 2007 Plan, the terms of which are
incorporated herein by reference, and in all respects shall be
interpreted in accordance with the Subplan and the 2007 Plan. This
Option is subject to interpretations, regulations and
determinations concerning the Subplan and the 2007 Plan established
from time to time by the Committee in accordance with the
provisions of the Subplan and the 2007 Plan, including, but not
limited to, provisions pertaining to (a) the registration,
qualification or listing of the shares issued under the 2007 Plan,
(b) changes in capitalization, (c) requirements of applicable law
and (d) all other provisions of the Subplan and the 2007 Plan. The
Committee has the authority to interpret and construe this Grant
Agreement pursuant to the terms of the Subplan and the 2007 Plan,
and its decisions are conclusive as to any questions arising
hereunder.
3.
Vesting of the Option .
(a)
Subject to the terms and conditions of
this Grant Agreement, the Subplan and the 2007 Plan, this Option
shall vest and become exercisable in three approximately equal
annual installments, beginning on the first anniversary of the Date
of Grant if the Director is serving as a Non-Employee Director or
is deemed to be serving as a Non-Employee Director in accordance
with Section 7 below, as of each applicable 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 Director is serving as
a Non-Employee Director or is deemed to be serving as a
Non-Employee Director in accordance with Section 7 below, as of
such date or (ii) in the event that the Director ceases to serve as
a Non-Employee Director due to the Director’s death or
Disability (as defined below). In the event the Director ceases to
serve as a Non-Employee Director for any other reason not described
or provided for herein, any portion of the Option that has not yet
vested shall immediately be forfeited.
“ Disability ” shall have
the meaning ascribed to such term in Section 22(e)(3) of the
Code.
(b)
The vesting of the Option shall be
cumulative, but shall not exceed 100% of the shares of Company
Stock subject to the Option. If the foregoing vesting schedule
would produce fractional shares, the number of shares for which the
Option vests shall be rounded down to the nearest whole
share.
(c)
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, as incorporated within the Subplan, shall be subject to the
vesting schedule in this Section 3.
4.
Term . The Option (to the extent not earlier exercised or
forfeited in accordance with Section 3(a) above) shall expire at
5:00 p.m., Eastern time, on the fifth anniversary of the Date of
Grant; provided , however , if the Director ceases to
serve as a Non-Employee Director prior to such date (except as
provided in Section 7 below), the Option shall expire as follows:
(a) if the Director ceases to serve as a Non-Employee Director due
to the Director’s death, Disability or retirement at or after
age 65, the date 12 months after such cessation of service, but in
no event later than the fifth anniversary of the Date of Grant; and
(b) if the Director ceases to serve as a Non-Employee Director for
any reason other than due to the Director’s death, Disability
or retirement at or after age 65, the date sixty (60) days after
such cessation of service, but in no event later than the fifth
anniversary of the Date of Grant.
5.
Method of Exercise . The Director may exercise the Option,
in whole or in part, at such time as the Option is exercisable and
prior to its expiration by giving written notice of exercise of the
Option to the Secretary of the Company. Such written notice shall
be deemed to have been received either when delivered personally to
the office of the Secretary or at 11:58 p.m. on the date of any
U.S. Postal Service postmark on the notice, whichever is earlier.
Such notice shall be irrevocable and must be accompanied by the
payment of the Exercise Price as provided in Section 6 below. Upon
the exercise of the Option, the Company shall transfer or
2
shall cause to be issued a certificate or
certificates for the Company Stock being purchased as promptly as
practicable.
6.
Payment of Exercise Price . The Exercise Price of the shares
of Company Stock purchas
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