Shaffer Amendment


     

    Exhibit
      10.2

     

    
      Amendment
        No. 2 To 

      January
        1, 2005 Executive Agreement

      


      This
        second amendment (the “Amendment”) to the January 1, 2005 Executive Agreement
        (the “Agreement”) is executed effective as of August 1, 2006 by and between
        NYFIX, INC. a Delaware corporation with its principal office at 100 Wall
        Street,
        New York, New York 10005, and Jay Shaffer, residing at [Home Address omitted],
        New York (hereinafter “Executive”). 

      


      
        	 	
                1.

              	
                Section
                  2 is deleted in its entirety and replaced with the
                  following:

              


      

      


      “2.  Position
        and Responsibilities.

      


      During
        the period of employment hereunder (the "Employment Period"), Executive agrees
        to serve as Executive Vice President-Finance and Administration and report
        to
        the Chief Executive Officer of the Company; provided that, effective as of
        January 2006, Executive agrees to serve as Executive Vice President -
        Administration and, effective as of August 1, 2006, to no longer serve as
        an
        executive officer and to report to the Chief Financial Officer.”

      


      
        	 	
                2.

              	
                Section
                  3 is deleted in its entirety and replaced with the
                  following:

              


      

      


      “3.  Term
        of Employment. 

      


      The
        period of Executive's employment under this Agreement shall be deemed to
        have
        commenced as of January 1, 2005 and shall continue through, and including
        the
        earliest to occur of: 

       

      a.  January
        2, 2007, unless extended by mutual agreement of the Company and the Executive
        to
        a date certain not to exceed six months (the “Section 3a Expiration
        Date”);

       

      b.  the
        date
        on which Executive dies; and 

       

      c.  the
        date
        on which either the Company or Executive terminates Executive's employment
        for
        any reason (the "Termination Date”). 

       

      
        	 	
                3.

              	
                Section
                  18 is renumbered Section 18(a) and a new Section 18(b) is added
                  as
                  follows:

              


      

      


      The
        Company agrees, after notification and request by executive, to indemnify
        and
        hold harmless executive to the fullest extent permitted by applicable law
        against all expenses and/or losses (which the Company will advance, in
        accordance with applicable law) relating to, resulting from or arising out
        of
        any threatened, pending or completed

       

      
        
          
            Second
              Amendment to January 1, 2005

            Executive
              Agreement

          

          
          

        

        
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      action,
        suit, claim or proceeding related to executive’s employment with the Company. In
        addition, to the extent the Company maintains liability insurance, executive
        will have continued coverage on and after July 31, 2006 to the extent coverage
        applies to employees who are not directors or officers. The Company agrees
        to
        require any successor (whether direct or indirect, by purchase, merger,
        consolidation, reorganization or otherwise) to all or substantially all of
        the
        business or assets of the Company (a “Successor”), by agreement in form and
        substance satisfactory to executive, expressly to assume and agree to perform
        the Company’s obligations under this Section 18(b) in the same manner and to the
        same extent the Company would be required to perform if no such succession
        had
        taken place.

      


      
        	 	
                4.

              	
                Section
                  19 is deleted in its entirety and replaced with the
                  following:

              


      

      


      “19.  Termination.

      


      a.  This
        Agreement may be terminated by the Company for any reason upon ten (10) days’
prior written notice.

       

      b.  The
        Company shall have Cause for termination where one or more of the following
        exists: 

       

      i.  a
        material breach by the Executive of any of the terms of this
        Agreement;

       

      ii.  Executive
        is engaging or has engaged in conduct materially injurious to the Company,
        its
        subsidiaries, its affiliates, customers or suppliers; and

       

      iii.  Executive
        is engaging or has engaged in any act which would constitute a felony under
        federal or state law.

       

      c.  The
        Executive shall have Good Reason for terminating his employment with the
        Company
        under this Agreement if one or more of the following occurs: 

       

      i.  layoff
        or
        involuntary termination of the Executive's employment, except in connection
        with
        the termination of the Executive's employment as a result of termination
        for
        Cause, or of the Executive's mental or physical disability (“Disability”) or
        death;

       

      ii.  material
        breach of Company's obligations hereunder, provided that Executive shall
        have
        given reasonably specific written notice thereof to Company, and Company
        shall
        have

       

      
        
          
            Second
              Amendment to January 1, 2005

            Executive
              Agreement

          

          
          

        

        
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      failed
        to
        remedy the circumstances within ten (10) business days thereafter;
        or

       

      iii.  any
        decrease in Executive's salary as it may have increased during the term of
        this
        Agreement, except for decreases that are in conjunction with decreases in
        executive salaries by the Company generally.

       

      d.  Notwithstanding
        the foregoing, no action by the Company shall give rise to a Good Reason
        if it
        results from the Executive's termination for Cause or from Executive’s Death,
        and no action by the Company specified in paragraphs (c)((i) through(iii)
        of
        this section shall give rise to a Good Reason if it results from the Executive's
        Disability.

       

      e.  Severance.
        Where the Company terminates Executive’s employment for Cause, Executive shall
        not receive any payment, other than earned and unpaid base salary, vacation
        and
        bonuses to the date of termination and shall not receive any medical or dental
        benefits payable by the Company. Where prior to the Section 3a Expiration
        Date
        the Company terminates Executive’s employment other than for Cause or Executive
        terminates his employment with Good Reason, Executive shall receive, in addition
        to his earned and unpaid base salary, vacation and bonuses to the date of
        termination: (i) Base Salary by salary continuation from the date of termination
        to the Section 3a Expiration Date; and (ii) three months of Base Salary by
        salary continuation from the Section 3a Expiration Date to the last day of
        the
        third month thereafter. The
        timing for any payment provided for in this paragraph shall be subject to
        the
        provisions of Section 23 of this Agreement if the Executive is a “specified
        employee”. Where
        termination of Executive’s employment is caused by his Death or Disability,
        Executive shall not receive any payment, other than earned and unpaid base
        salary, vacation and bonuses to the date of termination and shall not receive
        any medical or dental benefits payable by the Company. Where the Executive’s
        employment terminates as a result of the expiration of this Agreement by
        its
        terms on the Section 3a Expiration Date, Executive shall receive, in addition
        to
        his earned and unpaid base salary, vacation and bonuses to the date of
        termination, three months of Base Salary by salary continuation commencing
        as of
        the Section 3a Expiration Date. Where (x) prior to the Section 3a Expiration
        Date, the Company terminates Executive’s employment other than for Cause or
        Executive terminates his employment for Good Reason, or (y) Executive’s
        employment terminates as a result of the Agreement expiring by its terms
        on the
        Section 3a Expiration Date, Executive shall also receive continuation of
        medical
        and dental benefits for up to three months after the Section 3a Expiration
        Date
        (plus the period from termination through the Section 3a Expiration Date
        where
        prior to such Section 3a Expiration Date the Company terminates Executive’s
        employment other than for Cause or Executive terminates his employment with
        Good

       

      
        
          
            Second
              Amendment to January 1, 2005

            Executive
              Agreement

          

          
          

        

        
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      Reason),
        payable by the Company, provided that the Executive is not eligible for
        insurance in connection with his next employer. The
        timing for any payment provided for in this paragraph shall be subject to
        the
        provisions of Section 23 of this Agreement if the Executive is a “specified
        employee”.

       

      f.  Executive
        must provide a Notice of Termination to the Company that he is intending
        to
        terminate his employment prior to the Section 3a Expiration Date, for Good
        Reason, within thirty (30) days after Executive has actual knowledge of the
        occurrence of the latest event he believes constitutes Good Reason, which
        termination notice shall specify a Termination Date within thirty (30) days
        after the date of such notice. Executive's right to terminate Executive's
        employment hereunder for Good Reason shall not be affected by Executive's
        subsequent Disability provided that the notice of intention to terminate is
        given prior to the onset of such Disability. Subject to compliance by Executive
        with the notice provisions of this Section 10, Executive's continued employment
        prior to terminating employment for Good Reason shall not constitute consent
        to,
        or a waiver of rights with respect to, any act or failure to act constituting
        Good Reason. In the event Executive delivers to the Company a Notice of
        Termination for Good Reason, upon request of the Board, Executive agrees
        to
        appear before a meeting of the Board called and held for such purpose (after
        reasonable notice) and specify to the Board the particulars as to why Executive
        believes adequate grounds for termination for Good Reason exist. No action
        by
        the Board, other than the remedy of the circumstances within the time periods
        specified in this Section 10, shall be binding on Executive.

       

      g.  Termination
        by Executive without Good Reason prior to the Section 3a Expiration Date.
        In the
        event Executive's employment is voluntarily terminated by Executive without
        Good
        Reason (and Executive may terminate this Agreement without Good Reason upon
        thirty (30) days prior notice), Company shall not be obligated to make any
        payments, other than earned and unpaid Base Salary, vacation and bonuses
        to the
        date of termination, to or on behalf of Executive hereunder. 

       

      h.  Simultaneously
        with receipt of severance payment described in 19(e), Executive will execute
        a
        release in a form satisfactory to the Company and the Executive.”

       

      
        	 	
                5.

              	
                A
                  new Section 23 is added as follows:

              


      

      


      “23.  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

       

      
        
          
            Second
              Amendment to January 1, 2005

            Executive
              Agreement

          

          
          

        

        
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      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 23 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.”

      


      
        	 	
                6.

              	
                A
                  new section 24 is added as follows:

              


      

      


      
        	 	
                24.

              	
                Applicability
                  of February 23, 2006 Agreement Until Effectiveness of Second
                  Amendment

              


      

      


      The
        parties agree that the terms and conditions of the current Agreement, dated
        February 23, 2006, apply to the period from July 1, 2006 to July 31,
        2006.

      


      
        	 	
                7.

              	
                All
                  other provisions of the Agreement remain in full force and
                  effect.

              


      

    

     

    

      


      
        	
                NYFIX,
                  INC.

                 

              	 	
                EXECUTIVE

              
	
                By:

              	
                /s/
                  Steven R. Vigliotti

              	 	
                /s/
                  Jay Shaffer

              
	 	
                Authorized
                  Signature

                 

              	 	
                Jay
                  Shaffer

              
	Steven
                R. Vigliotti	 	
                 

              
	
                 

                Its:

              	
                 

                Chief
                  Financial Officer

              	 	 


      

      


      
        
          
            Second
              Amendment to January 1, 2005

            Executive
              Agreement

          

          
          

        

        
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