Exhibit 10.1

    


    May 7,
2009

     

     

    PERSONAL
& CONFIDENTIAL

     

    Robert
Moitoso

    [Home
address redacted]

     

    


    Re:    Amendment
No. 2 to Employment Agreement dated January 3, 2007 between you and NYFIX, Inc.,
as amended by Amendment No. 1 dated December 29, 2008 (the
“Agreement”).

     

    Dear
Bob:

    


    You and
NYFIX, Inc. agree to the following amendments to the Agreement.

    


    The
second full paragraph on Page 3 of the Agreement, as amended by Amendment No. 1,
is hereby further amended in its entirety and replaced with:

    


    “While we
certainly hope that your employment with NYFIX will be long and mutually
rewarding, this offer is not a guarantee of employment for a specific period of
time.  You should understand that you are an employee at-will, which
means that either you or NYFIX may terminate your employment for any reason, at
any time, with or without notice.  Please understand that no
supervisor, manager or representative of NYFIX other than the Chief Executive
Officer or the Chief Financial Officer has the authority to enter into any
agreement with you for employment for any specified period of time or to make
any promises or commitments contrary to the forgoing.  Further, any
employment agreement entered into by the Chief Executive Officer or the Chief
Financial Officer shall not be enforceable unless it is in a formal written
agreement and signed by you and one of these designated company
representatives.  Notwithstanding the above, in the event you
voluntarily terminate your employment with Good Reason (as defined on Attachment
“A”) or the Company terminates your employment without “Cause” (as defined on
Attachment “A”), subject to the provisions of Attachment A, commencing 30
(thirty) days after termination of employment, you will receive (i) twelve (12)
months’ base pay at your then-current rate, less required withholdings, payable
in accordance with the Company’s normal payroll practices, and (ii)
reimbursement for your out-of-pocket COBRA expense during the severance period,
provided that you execute a release document in form and substance acceptable to
NYFIX in its reasonable discretion (a “Release”), within such thirty-day period,
and that any waiting or revocation periods contained in such release shall have
expired prior to the 30th day
following the date of termination.  All severance payments hereunder
are subject to the provisions of Attachment B.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The below
definition of “Good
Reason” will be added to the Definitions Section of Attachment A of the
Agreement:

    


    “The term
“Good Reason”
shall mean the occurrence of any of the following events:  (i)
a material diminution in your duties; (ii) a material reduction in your base
salary; or (iii) the relocation of your principal place of
employment outside the Northeastern United States.

    


    Any
termination by you for Good Reason shall be communicated by means of a written
notice delivered by you to the Company within 90 of the initial existence of the
occurrence or condition on which you base your claim for Good
Reason.  If the condition is capable of being corrected, the Company
shall have 30 during which it may remedy the condition.  If the
condition is not corrected, you must leave employment within 12 (twelve) months
after the initial occurrence of the condition giving rise to your claim for Good
Reason.”

    


    If you
are in agreement with the foregoing, kindly execute a copy of this letter and
return it to the undersigned.

    


    NYFIX,
Inc.

    


    


    Very
truly yours,

     

    /s/ Steven
Vigliotti____

    Steven
Vigliotti

    Chief
Financial Officer

    


    Accepted
and Agreed:

    


    / s/ Robert
Moitoso

    


    Robert
Moitoso