0001047469-10-001629 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 1st, 2010 • Investment Technology Group Inc • Security brokers, dealers & flotation companies • Ontario

Agreement, made this [ ] day of [ ], 2009, by and between [INSERT EMPLOYING ENTITY], a [Delaware] corporation (the “Company”), and [ ] (the “Executive”).

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The material marked by asterisks within brackets ([**]) on pages 1, 2 and 6 of this document has been omitted pursuant to a request for confidential treatment from the Commission in accordance with 17 C.F.R. § 240.24b-2.
Separation Agreement • March 1st, 2010 • Investment Technology Group Inc • Security brokers, dealers & flotation companies • New York

This letter will confirm the agreement (the “Agreement”) that has been reached by and between you and Investment Technology Group, Inc. (“ITG” or the “Company”) in connection with your separation from service with ITG.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • March 1st, 2010 • Investment Technology Group Inc • Security brokers, dealers & flotation companies • New York

This Transition Services Agreement (“Agreement”) is entered into between Investment Technology Group, Inc. (“ITG” or the “Company”), a Delaware corporation and Howard C. Naphtali (“HCN”). In consideration of the mutual promises contained in this Agreement and other valuable consideration, the parties agree as follows:

December 21, 2009 Steven R. Vigliotti Dear Steven,
Employment Agreement • March 1st, 2010 • Investment Technology Group Inc • Security brokers, dealers & flotation companies
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