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AMENDMENT NO. 2
TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement (the "Amendment") is made and
entered into as of June 30, 1996, by and among Investment Technology Group,
Inc., a Delaware corporation ("Holding"), ITG Inc., a Delaware corporation (the
"Company"), and Xxxx X. Xxxxxx (the "Employee").
WHEREAS, the Employee wishes to relocate from New York to California and
Holding and Company are willing to allow such relocation subject to the
modifications to the Employee's Employment Agreement as herein provided.
NOW, THEREFORE, the parties hereby agree as follows:
1. Amendment to Section 2. Section 2 of the Employment Agreement is
amended by deleting such Section in its entirety and substituting therefor new
Section 2 as follows:
2. Location of Employment. The Employee's principal place of
employment shall be located at the Company's offices in Culver City,
California. If needed, the Employee agrees to spend approximately one week
a month (on average) at the Company's offices located in New York, New
York. No relocation reimbursement shall be made in respect of the
Employee's relocation to California. The Employee shall not be entitled to
receive any housing allowance subsequent to June 30, 1996.
2. Amendment to Section 3.2. Section 3.2 of the Employment Agreement is
amended by deleting such Section in its entirety and substituting therefor new
Section 3.2 as follows:
3.2. In addition to the base salary described in Section 3.1, for the
period commencing July 1, 1996 and ending April 30, 1997, the Employee
shall be entitled to receive such discretionary bonus as the Chief
Executive Officer of the Company determines is appropriate, based on the
Employee's performance during such period. Any payment of a discretionary
bonus hereunder for the six-month period ending December 31, 1996 or for
the four-month period ending April 30, 1997 shall be subject to pro-ration
in the event that the Employee employment hereunder ceases during any such
period; provided, that no bonus will be payable in any period in which the
Employee's employment with the Company is terminated unless such
termination is solely an involuntary termination by the Company without
cause (as hereinafter defined) or voluntary termination by the Employee for
Good Reason (as hereinafter defined).
3. Acknowledgment Concerning "Good Reason". The employee acknowledges
that any reduction in the Employee's duties or responsibilities made in
connection with the Employee's relocation to California shall not constitute
"Good Reason" as such term is defined in Section 4.4 of the Employment
Agreement.
4. Amendment to Subsection 4.6. Subsection 4.6(a) is amended by deleting
such Subsection in its entirety and substituting therefor the following.
(a) The Company shall pay to the Employee (or his heirs or legal
representatives) the Employee's base salary, at the rate in effect on the
termination date, net of employment taxes, for the period from the
termination date through March 31, 1997, periodically in accordance with
the Company's normal payment procedures, plus (i) if termination occurs
during 1996, a bonus for the remainder of 1996 or (ii) if termination
occurs during the period from January 1, 1997 through April 30, 1997, a
bonus for the remainder of such period, in each case determined by the
amount of the bonus then in effect, as determined in accordance with
Section 3.2.
5. Amendment to Section 7.1. The last sentence of Section 7.1 is amended
by deleting such sentence and substituting therefor the followings:
In the event that the Employee is terminated by the Company without cause
or if the Employee resigns for Good Reason, if the Company elects to extend
the non-competition period, the Company shall pay
Investment Technology Group, Inc.
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the Employee during any period that the non-competition period has been
extended a bonus determined by the amount of the bonus then in effect, as
determined in accordance with Section 3.2.
6. Effective Date. This Amendment No. 2 shall become effective on July 1,
1996.
7. No Other Amendment. Except as expressly amended hereby, the terms and
conditions of the Employment Agreement shall remain in full force and effect.
Investment Technology Group, Inc.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2
to Employment Agreement as of the date first above written.
"Holding" INVESTMENT TECHNOLOGY GROUP, INC.,
a Delaware corporation
By: Xxxxxxx X. Xxxxxxx Xx.
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Name: Xxxxxxx X. Xxxxxxx Xx.
Title: President
"Company" ITG Inc.
By: Xxxx X. XxxXxxxxx
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Name: Xxxx X. XxxXxxxxx
Title: Chief Financial Officer
"Employee" XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Address: for Notices:
X.X. Xxx 0000
Xxxxxx Xxxxx Xx, Xx 00000