(19) Employee and Non-Employee Director Stock and Benefit Plans

The 2007 Omnibus Equity Compensation Plan (the "2007 Plan") was approved by the Company's stockholders and became effective on May 8, 2007 (the "Effective Date") and was last amended and restated effective February 5, 2014. As of the Effective Date, the Amended and Restated Investment Technology Group, Inc. Directors' Retainer Fee Subplan (the "Directors' Retainer Fee Subplan") and the Amended and Restated Investment Technology Group, Inc. Directors' Equity Subplan (the "Directors' Equity Subplan," and collectively with the Directors' Retainer Fee Subplan, the "Subplans") were merged with and into the 2007 Plan. Since the Effective Date, the Subplans have continued to be, and shall continue to be, in effect as subplans of the 2007 Plan and grants and/or deferrals may continue to be made. In October 2008, the compensation committee adopted the Equity Deferral Award Program, another subplan under the 2007 Plan. This subplan was last amended and restated on February 3, 2015, is now known as the Variable Compensation Stock Unit Award Program Subplan, and continues to be a subplan under the 2007 Plan (the "VCSUA Subplan").

Under the 2007 Plan, 10,468,208 shares of the Company's common stock are authorized. Shares of common stock which are attributable to awards which have expired, terminated, cash settled or been canceled or forfeited during any calendar year are generally available for issuance or use in connection with future awards. Options that have been granted under the 2007 Plan are exercisable on dates ranging through February 2019. The 2007 Plan will remain in effect until May 7, 2017, unless terminated, or extended, by the Board of Directors with the approval of the Company's stockholders. After this date, no further awards shall be granted pursuant to the 2007 Plan, but previously-granted awards will remain outstanding in accordance with their applicable terms and conditions.

In January 2006, the Board of Directors adopted the Directors' Equity Subplan which became effective January 1, 2006 and merged into the 2007 Plan as referenced above. The Directors' Equity Subplan was amended and restated on February 7, 2008 and more recently on April 30, 2012. The Directors' Equity Subplan provides for the grant of restricted stock unit awards to non-employee directors of the Company. Under the Directors' Equity Subplan, a newly appointed non-employee director will be granted restricted stock unit awards valued at $100,000 at, or shortly after, the time of appointment to the Board of Directors. Such initial restricted stock unit award will vest annually in three equal installments, beginning on the first anniversary of the date of grant. In addition, non-employee directors will be granted restricted stock unit awards valued at $72,000 annually on the day of each of the Company's annual meetings of stockholders at which directors are elected or reelected by the Company's stockholders. Such annual restricted stock unit awards will vest in full on the day immediately preceding the Company's next annual meeting of stockholders at which directors are elected or reelected by the Company's stockholders.

Under the 2007 Plan, the Company is permitted to grant time-based stock options, in addition to performance-based option awards to employees and directors, however the Company did not grant any option awards under the 2007 Plan during the three years ended December 31, 2014. Outstanding time-based option awards vest annually in three equal installments, beginning on the first anniversary of the date of grant, if the employee has remained continuously employed or if the director has continued to serve on the board of directors from the grant date to the applicable vesting date. The Company recognizes share-based compensation expense (see Note 2, Summary of Significant Accounting Policies) for time-based option awards over the vesting period.

The tables below summarize the Company's outstanding stock options as of December 31, 2014, 2013 and 2012 and changes during the years then ended:

Options Outstanding	Number of Shares			Weighted Average Exercise Price
Outstanding at December 31, 2011		526,970		$	27.27
Granted		—			—
Exercised		—			—
Forfeited		(15,995	)		43.15

Outstanding at December 31, 2012		510,975			26.77
Granted		—			—
Exercised		—			—
Forfeited		(167,649	)		46.18

Outstanding at December 31, 2013		343,326			17.29
Granted		—			—
Exercised		(14,228	)		14.28
Forfeited		(22,245	)		20.09

Outstanding at December 31, 2014		306,853		$	17.23


Amount exercisable at December 31,
2014		306,853		$	17.23
2013		262,017			17.28
2012		319,793			32.53

	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$12.17 - 15.82		51,198		1.58	$	12.17		51,198	$	12.17
15.83 - 17.43		34,447		0.52		16.30		34,447		16.30
17.44 - 18.70		28,475		0.48		17.44		28,475		17.44
18.71 - 18.71		192,733		4.15		18.71		192,733		18.71

		306,853		2.97	$	17.23		306,853	$	17.23

For the years ended December 31, 2014, 2013 and 2012, the Company recorded share-based compensation expense of $0.1 million, $0.6 million and $0.7 million, respectively, related to the Company's outstanding stock options, which was offset by related income tax benefits of less than $0.1 million, $0.3 million and $0.3 million, respectively.

The weighted average remaining contractual term of stock options currently exercisable is 2.97 years.

All of the stock options outstanding at December 31, 2014 were time-based.

The provision for income taxes excludes excess current tax benefits related to the exercise of stock options. During 2014, the exercise of 14,228 stock options did not give rise to an excess current tax benefit, however a tax shortfall occurred on exercises and cancellations totaling $0.1 million was recognized. During 2013 and 2012, no stock options were exercised and as a result the provision for income taxes did not include current tax benefits related to the exercise of stock options. A tax shortfall related to cancellations of $0.3 million and $0.1 million was recognized in 2013 and 2012, respectively. These tax shortfalls are reflected as decreases to additional paid-in capital as a result of the tax deduction being less than the cumulative book compensation cost.

The following table summarizes information about stock options at December 31, 2014, 2013 and 2012:

($ in thousands)	2014		2013		2012
Total intrinsic value of stock options exercised	$	74	$	—	$	—
Weighted average grant date fair value of stock options granted during period, per share		—		—		—
Cash received from stock option exercises		203		—		—

The total intrinsic value for both outstanding and exercisable stock options at December 31, 2014 was $1.1 million.

As of December 31, 2014, all costs related to outstanding stock options has been fully recognized.

Stock option exercises are settled from issuance of shares of the Company's common stock held in treasury to the extent available.

Under the 2007 Plan, the Company is permitted to grant restricted share awards to employees. Generally, and except for awards granted under the VCSUA Subplan, restricted share awards granted since 2007 vest in one of the following manners: (a) cliff vest on the third anniversary of the grant date so long as the award recipient is employed on such date, or (b) serial vest on each of the second, third and fourth anniversaries of the date of grant so long as the award recipient is employed on the applicable vesting date and the 90-day average of the Company's common stock price preceding each of the vesting dates is greater than the 90-day average of the Company's common stock price preceding the grant date (market-based restricted stock units). Accordingly, not all restricted shares awarded will vest and be delivered. The Company recognizes share-based compensation expense (see Note 2, Summary of Significant Accounting Policies) over this three-year period or four-year period, as applicable.

Under the VCSUA Subplan, each eligible participant is granted a number of basic stock units on the date the year-end cash bonus would otherwise be paid to the participant equal to (i) the amount by which the participant's variable compensation is reduced as determined by the Compensation Committee of the Board of Directors, divided by (ii) the fair market value of a share of the Company's common stock on the date of grant. In addition, each participant is granted an additional number of matching stock units on the date of grant equal to 10% of the number of basic stock units granted. Basic stock units under the VCSUA Subplan that are time-based vest in equal annual installments on each of the first, second and third anniversaries of the date of grant, if the participant remains continuously employed by the Company on each applicable vesting date. Matching stock units on time-based awards will vest 100% on the third anniversary of the date of grant, if the participant remains continuously employed by the Company through such vesting date. Basic units under the VCSUA Subplan that are market-based vest in equal installments on each of the second, third and fourth anniversaries of the date of grant so long as the award recipient is employed on the applicable vesting date and the 90-day average of the Company's common stock price preceding each of the vesting dates is greater than the 90-day average of the Company's common stock price preceding the grant date. Matching stock units on market-based awards will vest 100% on the fourth anniversary of the date of grant so long as the award recipient is employed on the applicable vesting date and the 90-day average of the Company's common stock price preceding the vesting date is greater than the 90-day average of the Company's common stock price preceding the grant date. All vested stock units are settled in shares of ITG common stock within 30 days after the date on which such stock units vest.

During 2010, in conjunction with the acquisition of Majestic Research Corp. ("Majestic"), the Company granted "employment inducement awards" under Section 303A.08 of the New York Stock Exchange Listed Company Manual ("Inducement Awards") to certain Majestic employees. Stock units for 319,674 shares vested in equal installments on each of the first four anniversaries of the grant date of the awards. Stock units for 415,579 shares were performance-based and vested over the first four anniversaries of the award grant dates, based upon achievement of certain metrics as of the first and second anniversaries of the award grant dates.

During 2011, in conjunction with the acquisition of RSEG, the Company granted Inducement Awards to certain RSEG employees. Stock units for 181,623 shares vested in equal installments on December 31, 2011, 2012 and 2013 and stock units for 181,328 shares vested in equal installments on each of the first three anniversaries of the grant date of the awards.

The Company recorded share-based compensation expense of $15.0 million, $13.0 million ($0.4 million of which was recorded in restructuring charges), and $12.4 million ($0.5 million of which was recorded in restructuring charges) for the years ended December 31, 2014, 2013 and 2012, respectively, related to restricted share awards which were offset by related income tax benefits of approximately $6.0 million, $5.2 million and $5.0 million, respectively.

A summary of the status of the Company's restricted share awards as of December 31, 2014, 2013 and 2012 and changes during the years then ended are presented below:

	Number of Shares underlying Performance-Based or Market-Based Restricted Stock Units			Number of Shares underlying Time-Based Restricted Stock Units			Total Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2011		792,058			2,263,246			3,055,304		$	17.49
Granted		216,740			1,176,006			1,392,746			10.63
Vested		(86,769	)		(963,991	)		(1,050,760	)		17.99
Forfeited		(244,198	)		(91,757	)		(335,955	)		26.10

Outstanding at December 31, 2012		677,831			2,383,504			3,061,335			13.25
Granted		91,932			898,869			990,801			12.00
Vested		(64,865	)		(1,138,277	)		(1,203,142	)		14.47
Forfeited		(246,155	)		(197,622	)		(443,777	)		12.20

Outstanding at December 31, 2013		458,743			1,946,474			2,405,217			12.31
Granted		219,644			1,239,029			1,458,673			15.45
Vested		(145,786	)		(977,934	)		(1,123,720	)		13.63
Forfeited		(94,579	)		(38,089	)		(132,668	)		12.10

Outstanding at December 31, 2014		438,022			2,169,480			2,607,502		$	13.51

At December 31, 2014, 438,022 of the outstanding restricted share awards were market-based restricted stock units.

As of December 31, 2014, there was $20.8 million of total unrecognized compensation cost related to outstanding restricted share awards. These costs are expected to be recognized over a weighted average period of approximately 1.93 years. During 2014, restricted shares with a fair value of approximately $18.6 million vested.

The provision for income taxes excludes excess current tax benefits related to the vesting of restricted share awards. For the year ended December 31, 2014, the excess tax benefits totaled $1.3 million while tax shortfalls from cancellations were $0.4 million. Such tax benefits are reflected as an increase in additional paid-in capital while tax shortfalls arising from the tax deduction being less than the cumulative book compensation cost is reflected as a decrease in additional paid-in capital. During 2013 and 2012, there were no such tax benefits, but rather tax shortfalls of $1.2 million and $4.0 million related to the vesting and cancellation of restricted share awards, respectively.

Under the 2007 Plan and the VCSUA Subplan, the Company is permitted to grant phantom share awards. Phantom share awards vest like any other award granted under the 2007 Plan and VCSUA Subplan as described above and are settled in cash. The Company recognizes share-based compensation expense (see Note 2, Summary of Significant Accounting Policies) over the applicable vesting period. For the years ended December 31, 2014, 2013 and 2012, the Company recorded share-based compensation expense of $3.5 million, $7.3 million and $2.6 million, respectively related to phantom share awards offset by related tax benefits of $0.9 million, $2.0 million and $0.7 million, respectively.

A summary of the status of the Company's phantom share awards as of December 31, 2014, 2013 and 2012 and changes during the years then ended are presented below:

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding at December 31, 2011		397,747		$	18.47
Granted		447,353			11.33
Vested		(135,049	)		19.46
Forfeited		(14,341	)		17.21

Outstanding at December 31, 2012		695,710			13.72
Granted		249,365			12.01
Vested		(245,296	)		14.52
Forfeited		(28,017	)		14.92

Outstanding at December 31, 2013		671,762			12.74
Granted		—			—
Vested		(310,121	)		14.06
Forfeited		(3,292	)		11.73

Outstanding at December 31, 2014		358,349		$	11.61

At December 31, 2014, 48,751 of the outstanding phantom share awards were market-based.

As of December 31, 2014, there was $2.3 million of total unrecognized compensation cost related to grants of phantom share awards. These costs are expected to be recognized over a weighted average period of approximately 1.02 years. The Company discontinued granting phantom share awards effective January 1, 2014.

ITG Employee and Non-Employee Director Benefit Plans

All U.S. employees are eligible to participate in the Investment Technology Group, Inc. Retirement Savings Plan ("RSP"). The RSP applies to all eligible compensation up to the Internal Revenue Service annual maximum which was $260,000 during 2014. Since January 1, 2012, the Company matching contribution applies to 50% of voluntary employee contributions, on a maximum of 4% of eligible compensation per year. The Company may still make discretionary contributions based on consolidated profits. Most of the Company's international employees are eligible to participate in similar defined contribution plans. The costs for these benefits were approximately $4.3 million, $4.6 million and $5.5 million in 2014, 2013 and 2012, respectively, and are included in compensation and employee benefits in the Consolidated Statements of Operations.

Non-employee directors receive an annual retainer fee of $60,000, with the exception of the chairman who receives $160,000 under the Directors' Retainer Fee Subplan, which was adopted in 2002. This retainer fee is payable, at the election of each director, either in (i) cash, (ii) Company common stock with a value equal to the retainer fee on the grant date or (iii) under a deferred compensation plan which provides deferred share units with a value equal to the retainer fee on the grant date which convert to freely sellable shares when the director retires from the Board of Directors. Directors who chose common stock or deferred share units, in the aggregate, received 18,716 units or shares, 33,010 units or shares, and 39,571 units in 2014, 2013 and 2012, respectively. At December 31, 2014, there were 200,690 deferred share units outstanding. The cost of the Directors' Retainer Fee Subplan was approximately $738,000, $714,000, and $854,000 in 2014, 2013 and 2012, respectively, and is included in other general and administrative expenses in the Consolidated Statements of Operations.

In November 1997, the Board of Directors approved the ITG Employee Stock Purchase Plan ("ESPP"), an employee stock purchase plan qualified under Section 423 of the Internal Revenue Code. The ESPP became effective February 1, 1998 and allows all full-time employees in the U.S. and Canada to purchase shares of ITG common stock at a 15% discount through automatic payroll deductions. In accordance with the provisions of ASC 718, the ESPP is compensatory. The Company recorded share-based compensation expense related to the ESPP of $272,000, $242,000, and $390,000 for the years ended December 31, 2014, 2013 and 2012, respectively. Shares distributed under the ESPP are newly-issued shares.