Exhibit 10.24
INVESTMENT TECHNOLOGY GROUP,
INC.
NONQUALIFIED STOCK OPTION
GRANT AGREEMENT
FOR EMPLOYEES
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
, an employee of the
Company (the “ Employee ”).
WHEREAS, the
Employee has been awarded the following Grant under the Investment
Technology Group, Inc. 2007 Omnibus Equity Compensation Plan
(the “ Plan ”). 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.
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 in full on the third anniversary of the Date of
Grant 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
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the Employee’s
Termination of Service (as defined below) due to the
Employee’s death or Disability (as defined in
below).
“
Disability ” shall have the meaning ascribed to such
term in Section 22(e)(3) of the Code.
(b)
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 due to the Employee’s death or
Disability 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. An Employee employed by a Subsidiary of the
Company shall also be deemed to incur a Termination of Service if
such Subsidiary ceases to be a Subsidiary of the Company and such
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 Disability or
(c) the date that is sixty (60) days after the date of the
Employee’s Termination of Service for any other reason.
Notwithstanding any other provision of this Grant Agreement to the
contrary, in the event of a Change in Control at a time when the
Employee is employed by the Employer, the Option shall be
exercisable until 5:00 p.m., Eastern time, on the fifth
anniversary of the Date of Grant, without regard to whether the
Employee continues to be employed by the Employer after the Change
in Control.
6.
Method of Exercise . To the extent the Option is
exercisable under the provisions of Sections 3 and 4 hereof, the
Employee 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 in accordance with the
Investment Technology Group, Inc. Stock Option Overview (the
“Exercise Overview”). Such Exercise Overview is
available at http://assetlib.itginc.com/stellent/groups/public/documents/itginc/045582.pdf
, or upon request by
contacting the Legal Department of the Company at ITG_Legal or
212.444.6378. .
7.
Payment of Exercise Price . The Exercise Price of the
shares of Company Stock purchased by the Employee upon exercise of
the Option (the “ Option Shares ”) shall be paid
in full to the Company at the time of such exercise in accordance
with the procedures set forth in the Exercise Overview, or by such
other method as the Committee may approve; pro-
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