Bellardo Employment Agreement


     

    Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

    


    AGREEMENT
      made and effective as of the first day of August, 2006 (the “Effective Date”) by
      and between NYFIX, INC. a Delaware corporation with its principal office at
      100
      Wall Street, New York, NY 10005, and Brian Bellardo (hereinafter “Executive”),
      residing at [Home Address omitted] New York.

    


    In
      consideration of employment by NYFIX, Inc., a Delaware corporation, or any
      subsidiary or affiliate of NYFIX, Inc. (collectively, “NYFIX,” “Employer” or the
      "Company") and services therein rendered, the undersigned Executive and NYFIX
      hereby agree as follows:

    


    
      	 	
              1.

            	
              Employment. 

            


    

    


    The
      Company agrees to employ Executive, and Executive agrees to enter the employ
      of
      the Company for the period stated in Section 3 hereof and upon the other terms
      and conditions set forth herein.

    


    
      	 	
              2.

            	
              Position
                and Responsibilities. 

            


    

    


    During
      the period of employment hereunder (the “Employment Period”), Executive agrees
      to serve as General Counsel and as an Executive Officer of the Company. The
      Executive shall have the full responsibilities and authority consistent with
      such position and report to Robert C. Gasser, Chief Executive Officer.


    


    
      	 	
              3.

            	
              Term
                of Employment. 

            


    

    


    The
      Employment Period shall be deemed to have commenced as of -August 1, 2006 and
      shall continue until July 31, 2007 unless further extended as provided in this
      Section 3 or sooner terminated as provided in Section 19. Provided no earlier
      termination pursuant to Section 19 has occurred, commencing on August 1, 2007,
      and on each successive anniversary thereafter, the Employment Period shall
      be
      automatically extended for one additional calendar year, subject to termination
      during such additional calendar year as provided in Section 19, unless written
      notice, given at least 60 days prior to the beginning of such additional
      calendar year, is provided by either party to the other that the term of the
      Executive’s employment hereunder (the “Contract Term”) will not be so extended.


     

    
      
        
        

      

      
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              4.

            	
              Duties.

            


    

    


    Except
      as
      otherwise provided herein and except for illness, permitted vacation periods
      and
      permitted leaves of absence as otherwise approved by the Board of Directors
      of
      the Company, the Executive agrees that during the term of his employment
      hereunder he shall devote substantially his full business time, efforts, skill
      and abilities to the business of the Company in accordance with the reasonable
      directions and orders of the Chief Executive Officer and will use his best
      efforts to promote the interests of the Company. The Executive may take
      reasonable amounts of time to attend to personal matters to the extent that
      such
      activities do not inhibit or prohibit the performance of the Executive’s duties
      hereunder or inhibit or conflict in any material way with the business of the
      Company.

    


    
      	 	
              5.

            	
              Vacation.

            


    

    


    In
      addition to paid holidays, as defined by the Company's holiday schedule,
      Executive shall be eligible for four weeks paid vacation during each year of
      the
      Employment Period, with vacation accruing on a prorata basis during each pay
      period. All vacation periods shall be scheduled at the convenience of the
      Employer.

    


    
      	 	
              6.

            	
              Compensation.

            


    

    


    
      	 	
              (a)

            	
              Base
                Salary and Annual Bonus. 
                (i)  Employer shall pay Executive as compensation for Executive’s
                services hereunder a total annual Base Salary of $248,063.00. In
                addition,
                the Company shall pay Executive as compensation an Annual Bonus for
                each
                calendar year during the Employment Period based upon a specified
                target
                amount of 35% of Base Salary in accordance with the Company’s Annual
                Incentive Plan, subject to approval by the Company’s Board of Directors
                for each such year. Such Annual Bonus shall be based on goals disclosed
                to
                the Executive prior to, or within the first two months of each such
                year,
                with the actual amount of such Annual Bonus (whether greater or less
                than
                the specified target amount) being based upon the degree to which
                such
                Company goals are met. For the period ending December 31, 2006, the
                specified target amount of the Annual Bonus shall be $86,822.00 ($
                248,063.00 x 35%) and the specified performance goals are those set
                forth
                in Exhibit A hereto. Annual Bonuses for calendar year 2007, and each
                calendar year thereafter shall be based
                upon

            


    

    
       

      
        
          
          

        

        
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                individual
                  and corporate goals agreed to by the Company and the Executive
                  in good
                  faith, with the specified target amount of such future Annual Bonuses
                  no
                  less than 35% of the Executive’s annualized Base Salary then payable to
                  him. 

              


      

       

    

    (ii)  
      The actual amount of Executive’s Annual Bonus in any year shall be determined in
      accordance with the Annual Incentive Plan of the Company then in effect.


    


    (iii) 
      All Annual Bonuses shall be paid to the Executive no later than the
      15th
      day of
      the third month following the end of the calendar year in which they are earned.
      

    


    (iv) 
      The Executive’s Base Salary may be increased at any time during the Employment
      Period in an amount mutually agreed upon by the Executive and the Company based
      upon a performance evaluation performed by the Company’s Chief Executive Officer
      and approved by the Board of Directors, with such increases in Base Salary
      being
      made if the Chief Executive Officer and the Board of Directors determine in
      good
      faith that such increase is warranted. In no event, however, shall the
      Executive’s Base Salary be decreased without Executive’s prior written consent.



    
      


      
        	 	
                (b)

              	
                Other
                  Compensation.
                  The Company may extend special bonuses or incentives which could
                  include
                  equity or equity related compensation awards (stock options, restricted
                  stock, restricted stock units, phantom stock, stock appreciation
                  rights,
                  etc.). Any equity and equity related compensation awards shall
                  be subject
                  to the terms of the Plan and award agreements under which they
                  are
                  granted. 

              


      

      


      
        	 	
                (c)

              	
                Benefits.
                  Executive shall be entitled to participate in all such benefit
                  plans and
                  payroll practices, in accordance with the terms thereof, as may
                  from time
                  to time be generally made available to the Company’s senior executives
                  (including without limitation - health/medical insurance plans,
                  dental
                  insurance plan, life insurance plan, disability insurance plan,
                  401(k) and
                  other pension and retirement plan arrangements).
                  

              


      

       

      
        
          
          

        

        
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              7.

            	
              Payment
                Terms. 

            


    

    


    The
      salary payment shall be made in accordance with the usual payroll system of
      the
      Company, presently bi-weekly. 

    


    
      	 	
              8.

            	
              Reimbursement
                of Expenses. 

            


    

    


    Employer
      shall pay or reimburse Executive for all reasonable travel and other expenses
      incurred by Executive in performance of Executive’s obligations under this
      Agreement, provided that such expenses are incurred in accordance with the
      policies and procedures established by the Company. Such payments or
      reimbursements will be made in accordance with the Company’s reimbursement
      policy for senior executives.

     

    
      	 	
              9.

            	
              Non-Competition.

            


    

    


    Except
      as
      required in the performance of his duties under this Agreement, Executive will
      not: during any period he is performing services hereunder; and (x) for the
      first six (6) months following the termination of employment by the Executive
      for Good Reason due to a Change in Control; or (y) for the lesser of one year
      following termination or the length of time the Executive is entitled to payment
      under Section 20(i) if termination is other than by the Executive for Good
      Reason due to a Change in Control, either directly or indirectly in any capacity
      or manner, without NYFIX prior written approval:

    


    
      	 	
              (a)

            	
              solicit
                business or accept orders for products and services competitive with
                NYFIX
                products and services from any NYFIX client or prospective client
                with
                whom Executive dealt, directly or indirectly, during the Employment
                Period; 

            


    

    


    
      	 	
              (b)

            	
              develop,
                test or provide customer support for products or services competitive
                with
                NYFIX products and services; or

            


    

    


    
      	 	
              (c)

            	
              (i)
                hire any
                person who was employed by NYFIX at any time during the last six
                months of
                the Employment Period (and who was not otherwise terminated by NYFIX
                for
                any reason or no reason and whose hiring would not violate an applicable
                non-competition agreement with NYFIX); (ii) directly or indirectly
                induce or attempt to induce, solicit or
                encourage

            


    

    
       

      
        
          
          

        

        
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                any
                  person to leave then current employment with NYFIX; or (iii) advise
                  or
                  counsel any person, other than NYFIX, with respect to the identity
                  or
                  skill set of anyone who was employed by NYFIX at any time during
                  the last
                  six months of the Employment Period (and who was not otherwise
                  terminated
                  by NYFIX for any reason or no reason and provided the hiring by
                  such
                  person would not violate an applicable non-competition agreement
                  with
                  NYFIX).

              


      

       

    

    
      	 	
              10.

            	
              Non-Disclosure
                of Information.

            


    

    


    
      	 	
              (a)

            	
              Executive
                acknowledges that NYFIX’s trade secrets, NYFIX’s specific combination of
                use of third-party parts, proprietary technology and software,
                information
                of NYFIX’s partners, customers, and suppliers, and
                other Confidential Information as may be shared with Executive are
                valuable and unique assets of NYFIX or such providing party. NYFIX
                and
                Executive recognize that access to and knowledge of NYFIX’s Confidential
                Information are essential to Executive’s duties as a NYFIX
                Executive.

            


    

     

    
      	 	
              (b)

            	
              Executive
                agrees that he will not, during the Employment Period or at any time
                thereafter, except as required in the performance of Executive’s duties
                hereunder, or as agreed to in a prior writing signed by an authorized
                representative of NYFIX, Inc. or as may be required by law or legal
                process: (i) disclose any such Confidential Information to any person,
                firm, corporation, or other entity for any reason or purpose whatsoever;
                (ii) copy any NYFIX Confidential Information; or (iii) make use of
                any
                such Confidential Information for Executive’s own purposes or for the
                benefit of any person, firm, corporation, or other entity, other
                than
                NYFIX, under any circumstances during or after the Employment
                Period.

            


    

    


    
      	 	
              (c)

            	
              On
                written request made by NYFIX, Executive agrees to promptly return
                or
                destroy (at NYFIX’s option) all originals and copies of any NYFIX
                Confidential Information and shall confirm in writing that this has
                been
                done and that no other Confidential Information or copies thereof
                exist
                under Executive’s control.

            


    

    


    
      	 	
              (d)

            	
              The
                term "Confidential Information" shall mean trade secrets, confidential
                knowledge, proprietary information and any other nonpublic data of
                the
                Company, its partners, customers, or suppliers. By way of
                illustration

            


    

    
       

      
        
          
          

        

        
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                but
                  not limitation, "Confidential Information" includes (i) inventions,
                  trade
                  secrets, ideas, processes, formulas, data, programs, other works
                  of
                  authorship, know-how, improvements, discoveries, developments,
                  designs and
                  techniques, in each case, to the extent such items relate to
                  communications and/or business transactions with one or more users
                  over a
                  computer network or the Internet; and (ii) information regarding
                  plans for
                  research, development, new products and services, marketing and
                  selling,
                  business plans, budgets and unpublished financial statements, licenses,
                  prices and costs, suppliers and customers; and information regarding
                  the
                  skills and compensation of any other employee of the Company.
                  

              


      

       

    

    
      	 	
              11.

            	
              The
                Company’s Right to Inventions.

            


    

    


    
      	 	
              (a)

            	
              Executive
                shall promptly disclose, grant and assign to the Company for its
                sole use
                and benefit any and all inventions, improvements, technical information,
                methods and suggestions made, conceived, reduced to practice or learned
                by
                Executive, either alone or jointly with others, which Executive may
                acquire or develop (whether or not during usual working hours) during
                the
                Employment Period ("Company Inventions"), and all patent rights,
                copyrights, trade secret rights and all other rights throughout the
                world
                (collectively, "Proprietary Rights”) related to Company Inventions,
                whether or not such Company Inventions are patentable or registrable
                under
                copyright or similar statutes, together with all patent applications,
                patents, copyrights and reissues thereof that may at any time be
                granted
                for or upon any such Company Inventions. Executive acknowledges that
                all
                original works of authorship which are made by Executive (solely
                or
                jointly with others) within the scope of his or her employment and
                which
                are protectable by copyright are "works made for hire," as that term
                is
                defined in the United States Copyright Act (17 U.S.C., Section 101).
                However, this Section 11 shall not apply to developments, inventions,
                improvements, technical information, methods or suggestions which
                (i) do
                not relate to the present or planned business or research and development
                of the Company at any time during the Employment Period and (ii)
                are made
                and conceived by the Executive: (A) at all times other than during
                normal
                working hours, (B) never on the Company’s premises and (C) never using the
                Company’s tools, devices, equipment or Proprietary
                Rights.

            


    

     

    
      
        
        

      

      
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              (b)

            	
              In
                connection with the Company Inventions:


            


    

    


    
      	 	
              (i)

            	
              Executive
                shall without charge, but at the expense of the Company, promptly
                execute
                and deliver such applications, assignments and other instruments
                as may be
                reasonably necessary or proper to vest title to any Company Inventions
                and
                related Proprietary Rights in the Company and to enable it to obtain
                and
                maintain the entire right and title thereto throughout the world;
                and
                

            


    

    


    
      	 	
              (ii)

            	
              Executive
                shall provide to the Company at its expense (including a reasonable
                payment for the time involved if Executive is not then an Executive)
                all
                reasonable assistance to prosecute its Proprietary Rights, or to
                prosecute
                or defend any litigation or other matter relating to such Proprietary
                Rights or Company Inventions. 

            


    

    


    
      	 	
              (c)

            	
              Executive
                will assist the Company in obtaining and enforcing United States
                and
                foreign Proprietary Rights relating to Company Inventions in any
                and all
                countries. To that end Executive will execute, verify and deliver
                such
                documents and perform such other acts (including appearances as a
                witness)
                as the Company may reasonably request for applying for, obtaining,
                sustaining and enforcing such Proprietary Rights and the assignment
                thereof and the Company shall compensate Executive at a reasonable
                rate
                for time actually spent by Executive after the Employment Period
                providing
                such assistance. In addition, Executive will execute, verify and
                deliver
                assignments of such Proprietary Rights to the Company or its designee.
                Executive will assist the Company with respect to Proprietary Rights
                relating to such Company Inventions in any and all countries during
                and
                after the Employment Period, and the Company shall compensate Executive
                at
                a reasonable rate for time actually spent by Executive after the
                Employment Period providing such
                assistance.

            


    

    


    
      	 	
              (d)

            	
              If
                the Company is unable to obtain Executive’s signature on any document
                related to Company Inventions or Proprietary Rights, Executive hereby
                designates the Company and its duly authorized agents as Executive’s
                attorney in fact, to execute, verify and file for Executive any such
                documents and to do all other acts related to Company Inventions
                or

            


    

    
       

      
        
          
          

        

        
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                Proprietary
                  Rights with the same legal effect as if executed or done by Executive.
                  This power of attorney shall be deemed coupled with an interest
                  and shall
                  be irrevocable. Executive hereby waives and quitclaims to the Company
                  any
                  and all claims, of any nature whatsoever, which Executive now has
                  or may
                  hereafter have for infringement of any Proprietary Rights assigned
                  hereunder to the Company.

              


      

       

    

    
      	 	
              12.

            	
              Obligation
                to Keep Company Informed. 

            


    

    


    During
      the Employment Period and for a period of one (1) year thereafter, Executive
      will promptly disclose to the Company fully and in writing and will hold in
      trust for the sole benefit of the Company any and all Company Inventions. In
      addition, Executive will promptly disclose to the Company all patent
      applications filed by him or her within one (1) year after the Employment Period
      that relate to Executive’s employment with the Company.

    


    
      	 	
              13.

            	
              Prior
                Inventions. 

            


    

    


    Any
      Inventions that Executive made before the Employment Period are excluded from
      this Agreement. To avoid uncertainty, Executive lists in Exhibit “B” all
      Inventions that Executive has, alone or with others, made before the Employment
      Period, that Executive considers to be his property or the property of third
      parties and that Executive wishes to have excluded from this Agreement. If
      disclosure of an invention on Exhibit B would cause Executive to violate any
      prior confidentiality agreement, Executive understands that he or she is not
      to
      list that invention in Exhibit B but is to inform the Company that Executive
      has
      not listed all inventions for that reason.

    


    
      	 	
              14.

            	
              No
                Improper Use Of Materials. 

            


    

    


    During
      the Employment Period, Executive will not improperly use or disclose any
      confidential information or trade secrets, if any, of any former employer or
      other person to whom Executive has an obligation of confidentiality, and
      Executive will not bring onto the premises of the Company any unpublished
      documents or any property belonging to any former employer or other person
      to
      whom Executive has an obligation of confidentiality unless consented to in
      writing by that former employer or person.

     

    
      
        
        

      

      
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              15.

            	
              No
                Conflicting Obligation. 

            


    

    


    Executive
      represents that his or her performance under this Agreement and as a Company
      Executive does not and will not breach any non-compete agreement, any
      non-solicitation agreement or any confidentiality agreement covering information
      that Executive acquired before the Employment Period. Executive has not entered
      into and will not enter into any oral or written agreement in conflict
      herewith.

    


    
      	 	
              16.

            	
              Return
                of Company Documents. 

            


    

    


    When
      Executive leaves the employ of the Company, Executive will deliver to the
      Company all materials, including copies, acquired during the Employment Period
      pertaining to the Company or its business, whether or not such materials contain
      or disclose Confidential Information. 

    


    
      	 	
              17.

            	
              Legal
                and Equitable Remedies. 

            


    

    


    Because
      Executive’s services are personal and unique and because Executive may have
      access to and become acquainted with Company Confidential Information, the
      Company shall have the right to enforce the provisions of this Agreement by
      injunction or other equitable relief, without bond and without prejudice to
      any
      other rights and remedies that the Company may have for a breach of this
      Agreement, which Executive acknowledges will result in irreparable harm to
      the
      Company.

    


    
      	 	
              18.

            	
              Indemnification.
                

            


    

    


    EXECUTIVE
      SHALL INDEMNIFY THE COMPANY FULLY AGAINST ALL LOSSES, LIABILITIES, COSTS
      (INCLUDING LEGAL COSTS) AND EXPENSES THAT THE COMPANY MAY INCUR AS A RESULT
      OF
      ANY BREACH (INCLUDING A BREACH ARISING AS A RESULT OF NEGLIGENCE) OF EXECUTIVE’S
      OBLIGATIONS SET FORTH UNDER SECTIONS 9, 10, 11, 14 AND 15 OF THIS AGREEMENT.
      The
      Company shall (i) indemnify the Executive to the full extent permitted by law
      for all expenses, costs, liabilities and legal fees which the Executive may
      incur in the discharge of his duties hereunder; (ii) reimburse the Executive
      for
      any reasonable legal fees and expenses incurred by the Executive in contesting
      or disputing any termination of the Executive’s employment hereunder or in
      seeking to obtain or enforce any right or benefit provided by this Agreement,
      but only if the Executive shall prevail with respect to the preponderance of
      the
      matters at issue; and (iii) provide the Executive with the same coverage
      afforded directors and other officers under a director’s and
      officer’s

     

    
      
        
        

      

      
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    liability
      insurance policy. The payments under (ii) above shall be made within thirty
      (30)
      days after the Executive’s request for payment is received by the Company
      accompanied with such evidence of his having prevailed (as described above)
      and
      such evidence of the fees and expenses incurred as the Company may reasonably
      require.

     

    
      	 	
              19.

            	
              Termination. 

            


    

    


    (a) 
      Employer may terminate Executive’s employment at any time upon 60 days’ prior
      written notice, except that Employer may terminate this Agreement immediately
      for Cause (as defined below). As provided in Section 20, if Executive’s
      employment is at any time terminated by the Company in the absence of Cause,
      or
      if at any time the Executive terminates his employment for Good Reason (as
      defined below), the Executive shall be entitled to the payments and benefits
      described in and set forth under Section 20(a), hereof, subject to the terms
      of
      Sections 20, 21 and 27. 

    


    (b) 
      Notwithstanding anything to the contrary contained herein, Employer may
      terminate Executive’s employment (i) upon ten (10) days' written notice, in the
      event that Executive is unable to perform his assigned duties and
      responsibilities due to illness, physical or mental disability or any other
      reason, and such disability or other reason exists for any 180 days (occurring
      on at least 90 consecutive days) within any twelve consecutive months, or (ii)
      upon the death of the Executive. 

    


    (c) 
      For purposes of this Agreement, “Cause” means any of the following which results
      in a significant injury to the business of the Company: (i) a material breach
      by
      the Executive of any of the material obligations to which he is subject under
      this Agreement; (ii) Executive willfully and repeatedly fails to perform his
      duties; (iii) misappropriation of funds from NYFIX; (iv) conviction of a felony;
      and (v) failure to cooperate fully in any inquiry or investigation undertaken
      by
      or on behalf of the Company or any governmental authority.

    


    (d)
      The
      Executive shall have Good Reason for terminating his employment with the Company
      under this Agreement if Executive gives the Company thirty (30) days prior
      written notice that one or more of the following has occurred and the Company
      has not remedied the situation within such thirty (30)-day period: 

    


    
      	 	
              (i)

            	
              a
                material reduction by the Company in the Executive's Base Salary
                or the
                minimum target amount of the Annual Bonus without the Executive’s prior
                written consent;

            


    

     

    
      
        
        

      

      
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              (ii)

            	
              there
                is a material change in the Executive’s status or reporting
                responsibilities that reflects a demotion, without the Executive’s prior
                written consent, as long as notification of intent to terminate employment
                for Good Reason by the Executive to NYFIX or any successor occurs
                within
                no more than 1 year after the change in such status or reporting
                responsibilities;

            


    

    


    
      	 	
              (iii)

            	
              the
                assignment of duties inconsistent with the Executive’s status or position
                as General Counsel and Executive Officer or a substantial reduction
                in the
                Executive’s responsibilities and authority, as long as notification of
                intent to terminate employment for Good Reason by the Executive to
                NYFIX
                or any successor occurs within no more than 1 year after the change
                or
                reduction of the Executive’s duties; or

            


    

    


    
      	 	
              (iv)

            	
              the
                Company fails to obtain the express assumption of this Employment
                Agreement by any successor-in-interest to the Company.
                

            


    

    


    Good
      Reason does not include termination by the Employer for Cause or from the
      Executive's death or disability, termination without Good Reason or expiration
      of this Agreement.

    


    
      	 	
              20.

            	
              Compensation
                Upon Termination 

            


    

    


    (a)
      If
      during the Employment Period the Executive’s employment is terminated (A) by the
      Company other than for Cause or (B) by the Executive for Good Reason, and
      contingent upon the signing of a release by the Executive satisfactory to the
      Company, then:

      

    (i)
      the
      Company shall continue to pay to the Executive (or his legal representatives
      or
      estate) his Base Salary then in effect for the remainder of the Contract Term,
      or if greater, for a period of one year. The timing for any payment provided
      for
      in this paragraph shall be subject to the provisions of Section 27 of this
      Agreement if the Executive is a “specified employee”.   

    


    (ii)
      Following termination of employment, for the same period of time during which
      Executive receives payment under Section 20(a)(i), Executive shall
      be

     

    
      
        
        

      

      
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    entitled
      to coverage at Company’s sole expense under all medical, dental and life
      insurance benefit programs that the Company generally makes available to its
      employees and senior executives during such period, provided that the
      Executive’s participation is possible under the general terms and provisions of
      such plans and programs. 

    


    (iii)
      The
      amount of any payment or benefit provided for the Executive under this Agreement
      shall not be reduced by retirement benefits or by offset against any amount
      claimed to be owed by the Executive to the Company. Furthermore, the Executive
      shall not be required to mitigate the amount of any payment provided for the
      Executive by seeking other employment or otherwise, nor, shall the amount of
      any
      payment or benefit provided for the Executive hereunder be reduced by any
      compensation earned by the Executive as a result of employment by another
      employer (provided such employment does not violate the provisions of Section
      9
      of this Agreement).


    


    
      	 	
              21.

            	
              Limitation
                on Payment Obligation.
                

            


    

     

    
      	 	
              (a)

            	
              Notwithstanding
                any other provision of this Agreement, any "parachute payment" to
                be made
                to or for the benefit of the Executive, whether pursuant to this
                Agreement
                or otherwise, shall be modified to the extent necessary so that the
                requirements of either subparagraph (i) or (ii) below are is
                satisfied:

            


    

     

    
      	 	
              (i)

            	
              The
                aggregate "present value" of all "parachute payments" payable to
                or for
                the benefit of the Executive, whether pursuant to this Agreement
                or
                otherwise, shall be less than three times the Executive's "base amount";
                or

            


    

     

    
      	 	
              (ii)

            	
              Each
                "parachute payment" to or for the benefit of the Executive, whether
                pursuant to this Agreement or otherwise, shall be in an amount which
                does
                not exceed the portion of the "base amount" allocable to such "parachute
                payment".

            


    

     

    
      	 	
              (iii)

            	
              For
                the purposes of this limitation, no "parachute payment," the receipt
                of
                which the Executive shall have effectively waived prior to the date
                which
                is fifteen (15) days following termination of employment and prior
                to the
                earlier of the date of constructive receipt and the date of payment
                thereof, shall be taken into account.


            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Notwithstanding
                any other provision of this Agreement, no "illegal parachute payments"
                shall be made to or for the benefit of the
                Executive.

            


    

     

    
      	 	
              (c)

            	
              For
                purposes of this Section:

            


    

    
       

      
        	 	
                (i)

              	
                The
                  term "base amount" shall have the meaning set forth in section
                  280G (b)
                  (3) of the Code;(ii) The
                  term "parachute payment" shall mean a payment described in section
                  280G
                  (b) (2) (A) and not excluded under Section 280G (b) (6) of the
                  Code;

              


      

       

    

    
      	 	
              (iii)

            	
              The
                term "illegal parachute payment" shall mean a payment described in
                section
                280G (b) (2) (B) of the Code;

            


    

     

    
      	 	
              (iv)

            	
              “Present
                value" shall be determined in accordance with section 280G (d) (4)
                of the
                Code; and

            


    

     

    
      	 	
              (v)

            	
              The
                portion of the "base amount" allocable to any "parachute payment"
                shall be
                determined in accordance with section 280G (b) (3) of the
                Code.

            


    

     

    
      	 	
              (d)

            	
              This
                Section shall be interpreted and applied to limit the amounts otherwise
                payable to the Executive under this Agreement or otherwise only to
                the
                extent required to avoid the imposition of excise taxes on the Executive
                under section 4999 of the Code or the disallowance of a deduction
                to the
                Company under section 280G(a) of the Code, except that the Executive
                shall
                be presumed to be a disqualified individual for purposes of applying
                the
                limitations set forth in subsection (a) above without regard to whether
                or
                not the Executive meets the definition of disqualified individual
                set
                forth in section 280G(c) of the Code. In the event that the Company
                and
                the Executive are unable to agree as to the application of this Section,
                the Company's independent auditors shall select independent tax counsel
                to
                determine the amount of such limits. Such selection of tax counsel
                shall
                be subject to the Executive's consent, provided that the Executive
                shall
                not unreasonably withhold his consent. The determination of such
                tax
                counsel under this Section shall be final and binding upon the Company
                and
                the Executive.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              22.

            	
              Claims
                Procedures for Termination Pay

            


    

    


    The
      Chief
      Executive Officer may, and upon reasonable written request from the Executive
      shall, provide to the Executive information as to the amount, if any, to which
      the Executive is entitled under the terms of Section 20(a)(i) of this Agreement
      following termination of his employment (“Termination Pay”). If the Executive
      disagrees with such determination, he shall provide written notice to that
      effect to the Chief Executive Officer. If no such notice is received by the
      Chief Executive Officer within the later of sixty (60) days after the
      termination of the Executive’s employment with the Company or ninety (90) days
      after the Executive receives written notification of the amount of Termination
      Pay from the Chief Executive Officer, the Chief Executive Officer’s
      determination shall be final, and no claim for a different Termination Pay
      shall
      be permitted. In the event any such claim is duly filed for a different
      Termination Pay, the Chief Executive Officer shall exercise his best efforts
      to
      act upon such claim within sixty (60) days after its receipt. If such claim
      is
      denied, in whole or in part, the Chief Executive Officer shall give notice
      in
      writing of such denial to the Executive within sixty (60) days after receipt
      of
      the claim, setting forth (i) one or more specific reasons for such denial;
      (ii)
      specific reference to pertinent provisions of this Agreement on which the denial
      is based; (iii) a description of any additional material or information
      necessary for the Executive to perfect the claim and an explanation of why
      such
      material or information is necessary; and (iv) information to the effect that
      the Executive may request a full review of such claim by filing with the Chief
      Executive Officer, within sixty (60) days after the Executive has received
      such
      notice, a request for such review, including, a statement of the Chief Executive
      Officer’s opinion as to whether, in the Company’s opinion, the Executive has a
      right to bring a civil action under Section 502 of the Employee Retirement
      Income Security Act of 1974 (“ERISA”), as amended following an adverse benefit
      determination on review, and, if so, a statement of that right. In the event
      any
      such request for review is duly submitted, the Chief Executive Officer shall
      review the claim within sixty (60) days and the Executive shall be given written
      notice of the result of such review, which shall be final within the Company,
      but shall be subject to review under the Agreement to Arbitrate Claims and
      otherwise pursuant to Section 25.2 . If such claim is denied in whole or in
      part, such notice shall include (i) one or more specific reasons for such
      denial; (ii) specific reference to pertinent provisions of this Agreement on
      which the denial is based; (iii) a statement that the Executive is entitled
      to
      receive upon request and free of charge, reasonable access to, and copies of,
      all documents, records, and other information relevant to the claim; and (iv)
      a
      statement of the Chief Executive Officer’s opinion as to whether, in the
      Company’s opinion, the Executive has a right to bring a civil action under
      Section 502 of ERISA,

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    and,
      if
      so, a statement of that right. The Executive may designate any other person
      to
      act on his behalf in pursuing a benefit claim or appealing the denial of a
      benefit claim under the terms of these procedures. The Company in its discretion
      may amend, modify or eliminate these procedures or substitute different
      procedures, at any time and from time to time, provided that any such change
      does not materially affect Executive’s review rights in an adverse manner under
      this Section 22 without Executive’s prior written consent.

    


    
      	 	
              23.

            	
              Notices.
                

            


    

    


    Any
      notices under this Agreement shall be given at the address specified below
      or at
      such other address as the party shall specify in writing. Such notice shall
      be
      deemed given upon personal delivery or, if sent by certified or registered
      mail,
      three days after the date of mailing.

    


    
      	 	
              24.

            	
              Representations.
                

            


    

    


    Executive
      hereby represents and warrants that there is no action, proceeding or
      investigation pending or, to Executive’s knowledge, threatened against him or
      her and Executive has not been convict-ed of, plead-ed nolo contendere
      to, or
      had an order issued or consent decree entered into in respect of, a charge
      of
      violating securi-ties laws or any felony.

    


    
      	 	
              25.

            	
              General
                Provisions.

            


    

    


    
      	 	
              25.1

            	
              Governing
                Law. 

            


    

    


    THIS
      AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE INTERNAL
      SUBSTANTIVE LAWS, AND NOT THE LAWS OF CONFLICTS, OF THE STATE OF NEW
      YORK.

    

      
        	 	
                25.2

              	
                Venue.

              


      

       

    

    Except
      as
      set forth in the Agreement to Arbitrate Claims dated August 1, 2006, between
      Executive and NYFIX (the “Arbitration Agreement”), attached hereto as Exhibit C
      and incorporated herein, Executive and NYFIX agree that the exclusive forum
      for
      the resolution of any and all disputes or controversies that may arise between
      them relating to this Agreement shall be the courts of the State of New York
      or
      of the United States of America located in New York County, New York, and
      by

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    execution
      and delivery of this Agreement, Executive and NYFIX each hereby accepts,
      generally and unconditionally, the exclusive jurisdiction of those courts.
      Executive and NYFIX each hereby irrevocably waives, in connection with any
      such
      action or proceeding, any objection, including, without limitation, any
      objection to the laying of venue or based on the grounds of forum non
      conveniens, which it may now or hereafter have to the bringing of any such
      action or proceeding in such respective jurisdictions. 

    

      
        	 	
                25.3

              	
                Entire
                  Agreement.

              


      

       

    

    This
      Agreement and the Arbitration Agreement set forth the entire agreement and
      understanding between the Company and Executive relating to the subject matter
      hereof and supersede and merge all prior oral and written agreements and
      discussions between the parties relating to that subject matter, including
      all
      prior employment agreements between the Company and Executive. No modification
      of or amendment to this Agreement, nor any waiver of any rights under this
      Agreement, will be effective unless in writing signed by the party to be
      charged. Any subsequent change or changes in Executive’s duties, salary or
      compensation will not affect the validity or scope of this Agreement. If there
      is a conflict between this Agreement and the Arbitration Agreement, the
      Arbitration Agreement governs and controls.


    


    
      	 	
              25.4

            	
               Enforcement;
                Severability. 

            


    

    


    It
      is the
      desire and the intent of the parties hereto that the provisions of this
      Agreement be enforced to the fullest extent permissible under the laws and
      public policy of the jurisdictions in which enforcement is sought. Accordingly,
      if any particular portion or provision of this Agreement shall be adjudicated
      to
      be invalid or unenforceable, the remaining portion or such provision or the
      remaining provisions of this Agreement, or the application of such provision
      or
      portion of such provision as is held invalid or unenforceable to persons or
      circumstances other than those to which it is held invalid or unenforceable,
      shall not be effected thereby.

    


    
      	 	
              25.5

            	
               Successors
                and Assigns.
                

            


    

    


    This
      Agreement and all rights of the Executive hereunder shall inure to the benefit
      of and be enforceable by the Executive’s personal or legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees. If the Executive should die while any amounts have accrued to him
      under this Agreement

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    up
      until
      the time of his death, all such amounts unless otherwise provided herein shall
      be paid in accordance with the terms of this Agreement to the Executive’s
      devisee, legatee, or other designee or, if there is no such designee, to the
      Executive’s estate. This Agreement will be binding upon Executive’s heirs,
      executors, administrators and other legal representatives and will be for the
      benefit of the Company, its successors and its assigns; provided,
      that
      the Company and any such successor or assign shall provide prompt notice to
      Executive of any assignment of this Agreement.

    


    
      	 	
              25.6

            	
              Survival.
                

            


    

    


    The
      provisions of this Agreement shall survive the assignment of this Agreement
      by
      the Company to any successor in interest or other assignee. The provisions
      of
      Sections 9, 10, 11, 12, 13, 16, 17, 18, 19, 20, 21, 22, 23, 25, 26 and 27 which
      by their nature and context, are intended to survive any termination of
      Executive’s employment with the Company and shall so survive such termination.


    


    
      	 	
              25.7
                

            	
              Waiver.
                

            


    

    


    No
      waiver
      by either party hereto of any breach of this Agreement shall be a waiver of
      any
      preceding or succeeding breach. No waiver by either party hereto shall be
      construed as a waiver of any other right. Neither party hereto shall be required
      to give notice to enforce strict adherence to all terms of this
      Agreement.

    


    
      	 	
              25.8

            	
              No
                Unannounced Modifications to Signature Documents.
                

            


    

    


    By
      signing and delivering this Agreement and/or any schedule, exhibit, amendment,
      or addendum thereto, each party will be deemed to represent to the other that
      the signing party has not made any changes to such document from the draft(s)
      originally provided to the other party by the signing party, or vice versa,
      unless the signing party has expressly called such changes to the other party’s
      attention in writing (e.g., by “redlining” the document or by a comment memo or
      email).

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	 	
              26.

            	
              Non-Disparagement.
                

            


    

    


    Except
      as
      required or permitted under law, neither party, nor any director, officer,
      employee, agent or other representative of either party shall in any way, and
      at
      any time during or after the Employment Period, make any derogatory or
      defamatory remarks about the other party that may disparage him or it in any
      manner.


    


    
      	 	
              27.

            	
              Section
                409A Requirements 

            


    

    


    This
      Agreement is intended to satisfy in form and operation the requirements of
      the
      terms of Section 409A of the Code to the extent applicable and any applicable
      guidance or regulations, including transition rules, thereunder (collectively,
      “Section 409(A)”). To the extent required by Section 409A, and notwithstanding
      any other provision of this Agreement, no payment or benefit that constitutes
      deferred compensation for purposes of Section 409A will be provided to the
      Executive following his separation from service prior to the first to occur
      of
      (i) the date of the Executive’s death or (ii) the first day of the seventh month
      following the month in which his separation from service occurs, if he is a
      “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code).
      Any payment that is delayed pursuant to the provisions of the immediately
      preceding sentence shall instead be paid in a lump sum promptly following the
      first to occur of the two dates specified in the immediately preceding sentence.
      Without limiting the generality of the foregoing, the payments provided for
      in
      Section 20 (a)(i) shall be delayed as provided for in this Section 27 if the
      Executive is a “specified employee”. Furthermore and notwithstanding any other
      provision of this Agreement to the contrary, this Agreement is deemed to be
      modified in any way necessary to satisfy the requirements of Section 409A as
      determined by the Company in its good faith discretion.


    


    EXECUTIVE
      UNDERSTANDS THAT THIS AGREEMENT AFFECTS HIS RIGHTS TO INVENTIONS EXECUTIVE
      MAKES
      DURING EMPLOYMENT WITH THE COMPANY, AND RESTRICTS EXECUTIVE’S RIGHTS TO DISCLOSE
      OR USE THE COMPANY'S CONFIDENTIAL INFORMATION AND TO COMPETE IN BUSINESS WITH
      THE COMPANY, DURING AND AFTER SUCH EMPLOYMENT.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    EXECUTIVE
      HAS CAREFULLY READ THIS EMPLOYMENT AGREEMENT AND UNDERSTANDS ITS TERMS.
      EXECUTIVE HAS COMPLETELY FILLED OUT EXHIBIT B TO THIS AGREEMENT.

    


    Dated:  
      August 1, 2006

     

    
      	 	
              Signature

               

               

            
	 	
              /s/
                Brian Bellardo

            
	 	
              Brian
                Bellardo

            


    

    


    


    Dated:  
      August 1, 2006

    


    
      	
              NYFIX,
                Inc.

               

               

            	 
	
              By:

            	
              /s/
                Steven R. Vigliotti

            	 
	 	
              Steven
                R. Vigliotti

              Chief
                Financial Officer

            	 


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

    

    Exhibit
      A

    


    FY
      2006 GENERAL COUNSEL ANNUAL INCENTIVE PLAN OBJECTIVES


    


    


    


    
      	
              n

            	
               The
                achievement of the following objectives with Threshold Performance
                equal
                to a payment of 50% of Target Incentive; Target Performance equal
                to a
                payment of 100% of Target Incentive; and Maximum Performance equal
                to a
                payment of 200% of Target Incentive, each adjusted by weighting for
                each
                performance objective. The calculation of the incentive payment shall
                be
                based on the actual performance level achieved and scored consistently
                with the FY 2006 Annual Incentive
                Plan

            


    

    


    
      	 	
              3⁄4

            	
              Company
                CMO (80% weight)

            


    

    
      	 	
              ·

            	
              Net
                Income:
                Amounts as approved by the Board of Directors.


            


    

    


    
      	 	
              3⁄4

            	
              Individual
                Performance (20% weight)

            


    

    
      	 	
              ·

            	
              Become
                current with regulatory filings - 

            


    

    Minimum
      -
      Date as approved by the Board of Directors  

    Target
      -
      Date as approved by the Board of Directors     

    Maximum
      -
      Date as approved by the Board of Directors 

    


    
      	 	
              ·

            	
              Hold
                Stockholders’ meeting - Target - Date as approved by the Board of
                Directors 

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

    


    To:
      NYFIX, Inc.:

    


    1. 
      The following is a complete list of all inventions or improvements relevant
      to
      the subject matter of my employment by NYFIX, Inc. or any of its subsidiaries
      or
      affiliates (collectively, the "Company") that have been made or conceived or
      first reduced to practice by me alone or jointly with others prior to my
      employment by the Company that I desire to remove from the operation of the
      Executive Agreement to which this Exhibit A is attached.

    


    _X_
      No
      inventions or improvements.

    


    ___
      See
      below:


    


    


    


    ___
      Additional sheets attached.

    


    


    2. 
      I propose to bring to my employment the following materials and documents of
      a
      former employer:

    


    ___
      No
      materials or documents.

    


    ___
      See
      below:


    


    


    


    ___
      Additional sheets attached.

     

     

    
      	 	
              Signature:

            	
              /s/
                Brian Bellardo

            
	 	 	
              Brian
                Bellardo

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      C

    


    AGREEMENT
      TO ARBITRATE CLAIMS

    


    I
      recognize that differences may arise between me and NYFIX, Inc. or one of its
      present or future subsidiaries or affiliates during or after my employment
      with
      the Company, and that those differences may or may not be related to my
      employment. I understand and agree that by entering into this Agreement to
      Arbitrate Claims (“Agreement”), I anticipate gaining the benefits of a
      non-judicial, impartial dispute-resolution procedure.

    


    I
      understand that any reference in this Agreement to “the Company” will include
      not only NYFIX, Inc., but also all NYFIX, Inc. present and future subsidiaries
      and affiliates, and all successors and assigns of any of them.

    


    Claims
      Included by the Agreement

    


    Except
      as
      excluded in the following provision, “Claims Not Included by the Agreement,” the
      Company and I mutually consent to the resolution by arbitration of all claims
      or
      controversies (“Claims”), whether or not arising out of my employment (or its
      termination), that the Company may have against me or that I may have against
      the Company or against any of its officers, directors, employees or agents
      in
      their capacity as such or otherwise. This includes, but is not limited to,
      the
      following:

    


    
      	
              1)

            	
              Any
                and all claims for wrongful discharge; breach of contract, both express
                and implied; breach of the covenant of good faith and fair dealing,
                both
                express and implied; negligent or intentional infliction of emotional
                distress; negligent or intentional misrepresentation; negligent or
                intentional interference with contract or prospective economic advantage;
                and defamation;

            


    

    


    
      	
              2)

            	
              Any
                and all claims for violation of any federal, state or municipal statute
                including, but not limited, Title VII of the Civil Rights Act of
                1964, the
                Civil Rights Act of 1991, the Age Discrimination in Employment Act
                of
                1967, the Americans with Disabilities Act of 1990, the Fair Labor
                Standards Act, the New York Human Rights Law, the New York City
                Administrative Code, as amended from time to
                time;

            


    

    


    
      	
              3)

            	
              Any
                and all claims arising out of any other applicable laws, rules and
                regulations of any jurisdiction
                whatsoever.

            


    

    


    Claims
      Not Included by the Agreement

    


    Claims
      I
      may have for workers’ compensation or unemployment compensation benefits are not
      covered by this Agreement.

    


    Claims
      for provisional relief, such as temporary restraining orders, preliminary
      injunctions, attachments and the like, and claims for permanent injunctive
      and
      other equitable relief are not covered by this Agreement. Specifically, claims
      related to the enforcement of any confidentiality obligation, whether arising
      from contract or otherwise, between me and the Company are not covered by this
      Agreement.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
Representation

    


    Any
      party
      may be represented by an attorney of his, her or its choice.

    


    Discovery

    


    Each
      party shall have the right to take the deposition of a number of individuals
      to
      be agreed upon by the parties hereto and any expert witness designated by
      another party. Each party also shall have the right to make requests for
      production of documents to any party. The right to compel testimony by subpoena
      specified below shall be applicable to discovery pursuant to this paragraph.
      Additional discovery may be had only where the Arbitrator selected pursuant
      to
      this Agreement so orders, upon a showing of substantial need.

    


    Designated
      of Witnesses

    


    At
      least
      30 days before the arbitration, the parties must exchange lists of witnesses,
      including any expert, and copies of all exhibits to be used at the
      arbitration.

    


    Subpoenas

    


    Each
      party shall have the right to subpoena witnesses and documents for the
      arbitration.

    


    Arbitration
      Procedures

    


    The
      Company and I agree that, except as provided in this Agreement, any arbitration
      shall be in accordance with the then-current Model Employment Arbitration
      Procedures of the American Arbitration Association (“AAA”) before an arbitrator
      who is licensed to practice law in the State of New York (“the Arbitrator”). The
      arbitration shall take place in the County of New York, New York.

    


    The
      Arbitrator shall be selected as follows: The AAA shall give each party a list
      of
      5 arbitrators drawn from its panel of labor and employment arbitrators. Each
      side may strike all names on the list it deems unacceptable. If only one common
      name remains on the lists of all parties, said individual shall be designated
      as
      the Arbitrator. If more than one common name remains on the lists of all
      parties, the parties shall strike names alternately until only one remains.
      If
      no common name remains on the lists of all parties, the AAA shall furnish an
      additional list or lists until the arbitrator is selected.

    


    The
      Arbitrator shall apply the substantive law of New York. The New York Rules Of
      Evidence shall apply. The Arbitrator, and not any federal, state, or local
      court
      or agency, shall have exclusive authority to resolve any dispute relating to
      the
      interpretation, applicability, enforceability or formation of this Agreement,
      including but not limited to any claim that all or any part of this Agreement
      is
      void or voidable. The arbitration shall be final and binding upon the
      parties.

    


    The
      Arbitrator shall have jurisdiction to hear and rule on pre-hearing disputes
      and
      is authorized to hold pre-hearing conferences by telephone or in person as
      the
      Arbitrator deems necessary. The Arbitrator shall have the authority to entertain
      a motion to dismiss and/or a motion for summary judgment by any party and shall
      apply the standards governing such motions under the Federal rules of Civil
      Procedure.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
Either
      party, at its expense, may arrange for and pay the cost of a court reporter
      to
      provide a stenographic record of proceedings.

    


    Either
      party, upon request at the close of hearing, shall be given leave to file a
      post-hearing brief. The time for filing such a brief shall be set by the
      Arbitrator.

    


    Either
      party may bring an action in any court of competent jurisdiction to compel
      arbitration under this Agreement and to enforce an arbitration award. Except
      as
      otherwise provided in this Agreement, both the Company and I agree that neither
      of us shall initiate or prosecute any lawsuit or administration action (other
      than an administrative charge of discrimination) in any way related to any
      claim
      covered by this Agreement.

    


    The
      Arbitrator shall render an award and written opinion in the form typically
      rendered in labor arbitrations.

    


    Arbitration
      Fees and Costs

    


    The
      Company and I initially shall equally share the fees and costs of the
      Arbitrator. Each party will deposit funds or post other appropriate security
      for
      its share of the Arbitrator’s fee, in an amount and manner determined by the
      Arbitrator, 10 days before the first day of hearing. Notwithstanding the
      foregoing, the Arbitrator shall have the authority to reallocate its costs
      and
      fees between the parties hereto as he or she deems appropriate. Each party
      shall
      pay for its own costs and attorneys’ fees, if any. However, if any party
      prevails on a statutory claim that affords the prevailing party attorneys’ fees,
      or if there is a written agreement providing for fees, the Arbitrator may award
      reasonable fees to the prevailing party.

    


    Requirements
      for Modification or Revocation

    


    This
      Agreement to arbitrate shall survive the termination of my employment. It can
      only be revoked or modified by a writing signed by the parties that specifically
      states an intent to revoke or modify this Agreement.

    


    Sole
      and Entire Agreement

    


    This
      is
      the complete agreement of the parties on the subject of arbitration of disputes.
      This Agreement supersedes any prior or contemporaneous oral or written
      understanding on the subject. No party is relying on any representations, oral
      or written, on the subject of the effect, enforceability or meaning of this
      Agreement, except as specifically set forth in this Agreement.

    


    Construction

    


    If
      any
      provision of this Agreement is adjudged to be void or otherwise unenforceable,
      in whole or in part, such adjudication shall not affect the validity of the
      remainder of the Agreement.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
Consideration

    


    The
      promises by the Company and by me to arbitrate differences, rather than litigate
      them before courts or other bodies, as well as the Company’s agreement to employ
      me and to grant me stock options, provide consideration to enter into this
      Agreement.

    


    Not
      an
      Employment Agreement

    


    This
      Agreement is not, and shall not be construed to create, any contract of
      employment, express or implied. Nor does this agreement in any way alter the
      status of my employment, which can only be affected by an express written
      employment agreement signed by me and an authorized representative of the
      Company.

    


    No
      Unannounced Modifications to Signature Documents 

    


    By
      signing and delivering this Agreement and/or any schedule, exhibit, amendment,
      or addendum thereto, the Company and I will each be deemed to represent to
      the
      other that the signing party has not made any changes to such document from
      the
      draft(s) originally provided to the other party by the signing party, or vice
      versa, unless the signing party has expressly called such changes to the other
      party’s attention in writing (e.g., by “redlining” the document or by a comment
      memo or email).

    


    Voluntary
      Agreement

    


    I
      ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT I UNDERSTAND ITS
      TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME
      RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT, AND
      THAT
      I HAVE ENTERED INTO THE AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY
      PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS
      AGREEMENT ITSELF.

    


    I
      FURTHER
      ACKNOWLEDGE THAT I HAVE HAD THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH
      MY
      OWN ATTORNEY AND HAVE DONE SO TO THE EXTENT THAT I HAVE WISHED.

    


    
      	
               

              EMPLOYEE:

               

            	 	
               

              NYFIX,
                INC.:

               

            
	
               

              /s/
                Brian Bellardo

            	 	
               

              /s/
                Steven R. Vigliotti

            
	
              Signature
                of Employee

               

            	 	
              Signature
                of Authorized Company Representative

               

            
	
               

              Brian
                Bellardo

            	 	
               

              Stephen
                R. Vigliotti, Chief Financial Officer

            
	
              Print
                Name of Employee

               

            	 	
              Print
                Name and Title of Representative

               

            
	
               

              August
                1, 2006

            	 	
               

              August
                3, 2006

            
	
              Date

               

            	 	
              Date

               

            


    

    


    
      
        
        

      

      
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