Exhibit
10.1


 


AMENDMENT NO. 2 TO


EMPLOYMENT
AGREEMENT


 


This AMENDMENT NO. 2
(this “Amendment”) to that certain Employment Agreement, dated as of August 20,
2008, as amended (the “Agreement”), by and between GFI Group Inc., a
Delaware corporation (the “Company”), and Ronald Levi (“Executive”), is made on March 30, 2009
(the “Amendment Effective Date”).


 


WHEREAS, the Company and
Executive desire to amend the Agreement according to Section 10(a) thereof
so that all bonus compensation will be “performance-based” in accordance with Internal Revenue Code Section 162(m) (“Code
Section 162(m)”); and


 


WHEREAS, the Company and Executive have each approved
this Amendment and the changes to the Agreement that it will effect.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the undersigned agree as follows:


 


Section 1.               Amendments.  The Agreement
shall be amended as follows:


 


A.    Section 3(d) shall be amended by:


 


a.     Replacing the date of “July 31st” at the end of said Section 3(d) with the
date of “December 31st”;


 


b.     Amending and restating the first parenthetical in said
Section 3(d) to read as follows: 
“(but excluding the Sign-On Restricted Stock Unit Grant, the payments
provided for in Section 3(e) below, and any “nonqualified deferred
compensation” (within the meaning of Code Section 409A) granted to
Executive)”;


 


c.     Deleting the language reading:  “during each twelve month period of the Term
ending on July 31st of each year (the “Guarantee”),” and substituting in
its place the following new language:  “during
or with respect to each calendar year during the Term or within which the Term
expires (the “Guarantee”); subject to pro ration for any partial calendar year
resulting from expiration of the Term (such pro ration to be determined by
multiplying the full amount of the Guarantee by a fraction, the numerator of
which is the number of days during the calendar year prior to and including the
date of expiration of the Term, and the denominator of which is 365),”; and


 


d.     Adding a new last sentence to said Section 3(d) to
read in full as follows:  “Notwithstanding
the foregoing, payment of any portion of such Guarantee in excess of Executive’s
Base Salary paid during the applicable calendar year shall be contingent on the
Company achieving the Code Section 162(m) goals applicable to other
executive officers of the Company for the applicable 


 

















 


calendar year and shall
in all events be paid no later than March 15th of the calendar year following the calendar year
to which such Guarantee relates.”


 


B.    Clause (iii) of Section 5(b) shall be
amended by inserting the following at the end of said clause (iii):  “if the Code Section 162(m) goals
applicable to other executive officers of the Company for the twelve-month
period that includes Executive’s date of termination are achieved, which shall
be paid no later than March 15th of the calendar year following such
termination;”.


 


C.    A new penultimate sentence is added to Section 5(b) to
read as follows:  “Notwithstanding the
foregoing, in no event shall any stock option be exercisable beyond the
expiration of the original option term.”


 


D.    Section 3(e) shall be amended by replacing
the “$425,000” with “$400,000” in the last sentence thereof.


 


Section 2.               Effect of Amendment.  Except as set
forth in Section 1 of this Amendment, the provisions of the Agreement
shall not be amended or altered by this Amendment and shall continue in full
force and effect.


 


Section 3.               Miscellaneous.  This
Amendment shall be governed by the internal laws of the State of New York.  This Amendment may be executed in one or more
counterparts, each of which when executed and delivered shall be deemed to be
an original and all counterparts taken together shall constitute one and the
same instrument.  This Amendment and the
Agreement (as amended hereby) constitute the entire understanding of the
parties hereto with respect to the subject matter hereof, and any and all prior
agreements and understandings between the parties regarding the subject matter hereof,
whether written or oral, except for the Agreement (as amended hereby), are
superseded by this Amendment.  Any
provision of this Amendment which is invalid or unenforceable in any
jurisdiction shall be ineffective to the extent of such invalidity or
unenforceability without invalidating or rending unenforceable the remaining
provisions hereof, and any invalidity or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


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IN WITNESS WHEREOF, this
Amendment has been duly executed and delivered by the undersigned parties on
the Amendment Effective Date.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  GFI GROUP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ronald
  Levi

  



 


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