Exhibit 10.3
AMENDMENT
TO
INVESTMENT TECHNOLOGY GROUP, INC.
DIRECTORS’ EQUITY SUBPLAN
The Investment Technology Group, Inc. Directors’ Equity Subplan (the “Subplan”) implemented under the 1994 Stock Option and Long-Term Incentive Plan, as amended and restated, of Investment Technology Group, Inc. is amended, effective August 7, 2006, as follows:
“; provided, however, that each Option will vest and become immediately exercisable in full upon a Change in Control (as defined in Exhibit A hereto)”
“; provided, however, that the Restricted Share Units will become immediately vested in full upon a Change in Control (as defined in Exhibit A hereto).”
EXHIBIT A
“Change in Control” means and shall be deemed to have occurred:
“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, an estate, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.
“Related Party” means (a) a Subsidiary of the Company; (b) an employee or group of employees of the Company or any Subsidiary of the Company; (c) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any majority-owned
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Subsidiary of the Company; or (d) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of Voting Securities.
“Subsidiary” or “Subsidiaries” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (a) if a corporation, fifty (50) percent or more of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or combination thereof; or (b) if a partnership, limited liability company, association or other business entity, fifty (50) percent or more of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes of this definition, a Person or Persons will be deemed to have a fifty (50) percent or more ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons are allocated fifty (50) percent or more of partnership, limited liability company, association or other business entity gains or losses or control the managing director or member or general partner of such partnership, limited liability company, association or other business entity.
“Voting Securities or Security” means any securities of the Company which carry the right to vote generally in the election of directors.
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