Exhibit
10.26


 


AMENDMENT
NO. 1 TO

EMPLOYMENT AGREEMENT


 


This AMENDMENT NO. 1
(this “Amendment”) to that certain Employment Agreement, dated as of November 18,
2002 (the “Agreement”), by and between GFI Group Inc., a Delaware
corporation (the “Company”), and James A. Peers (“Executive”), is
made on December 24, 2008 (the “Amendment Effective Date”).


 


WHEREAS, the Company and
Executive desire to amend the Agreement so that it complies with Code
§ 409A; 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 2(b) shall be amended by deleting the second, third,
and fourth sentences thereof in their entirety and replacing them with the
following:


 


The
Company reserves the right to require Executive to remain away from work on
full pay during the Notice Period on such conditions as the Company may
specify.  For so long as Executive is
required not to work during the Notice Period, Executive will remain employed
by the Company, will continue to receive compensation and benefits to the
extent provided in Section 3 below, will be bound by all of the terms of
this Agreement, and will continue to make himself available on a full-time
basis to perform any requested employment duties during such time.


 


B.    Section 6(a) (“Termination without cause”) shall be amended by (1) inserting
in the first sentence thereof, immediately preceding the phrase “, provided,
however”, the phrase “, but in any event no less frequently than
monthly,”, and (2) deleting the next to last sentence thereof in its
entirety and replacing it with the following two sentences:


 


Any
amount payable to Executive pursuant to clause (ii) or (iii) of this Section 6(a) shall
be paid to Executive only in the event that he executes and does not revoke a
release of liability in favor of the Company in a form satisfactory to the
Company, and any revocation period with respect to such release shall have
expired, in each case within sixty (60) days of the date of termination, and to
the extent that Executive is not otherwise in breach of this Agreement or such
release agreement at the time of payment.  Any
cash payments that are contingent upon the execution of a release consistent
with the foregoing sentence 


 

















 


shall,
subject to Section 13 hereof, commence on the sixtieth (60th) day
following Executive’s termination of employment (provided that to the extent
any such payments do not constitute “deferred compensation” for purposes of
Code Section 409A, such payments shall commence after the release is
executed and no longer subject to revocation), and the first payment in respect
thereof shall include payment of all amounts that otherwise would have been due
prior thereto had the foregoing release requirement not been imposed.


 


C.    Section 6(c) (“Other termination”) shall be amended by (1) inserting
in the last sentence thereof, immediately following the word “executes”, the
phrase “and does not revoke”, (2) adding at the end of the last sentence
thereof the phrase “, and any revocation period with respect to such release
shall have expired, in each case within sixty (60) days of the date of
termination”, and (3) adding the following sentence at the end of that
section:


 


The
cash payments that are contingent upon the execution of a release consistent
with the foregoing sentence shall, subject to Section 13 hereof, commence
on the sixtieth (60th) day following Executive’s termination of employment
(provided that to the extent any such payments do not constitute “deferred
compensation” for purposes of Code Section 409A, such payments shall
commence after the release is executed and no longer subject to revocation),
and the first payment in respect thereof shall include payment of all amounts
that otherwise would have been due prior thereto had the foregoing release
requirement not been imposed.


 


D.    Section 6(d) (“Termination
with good reason”) shall be amended by (1) replacing the phrase “twelve
(12)” in clause (ii) thereof with the phrase “six (6)”, (2) inserting
in clause (ii) thereof, immediately following the phrase “the date of termination”,
the phrase “plus salary continuation for a period of six (6) months
following the date of termination of Executive’s employment, at a rate equal to
the rate of Executive’s Base Salary as of the day immediately preceding the
date of termination payable at the times and in the manner of the Company’s
regular payroll practice as in effect on the date of termination”, (3) inserting
in the last sentence thereof, immediately following the word “executes”, the
phrase “and does not revoke”, (4) adding at the end of the last sentence
thereof the phrase “, and any revocation period with respect to such release
shall have expired, in each case within sixty (60) days of the date of
termination”, and (5) adding the following sentence at the end of that
section:


 


The
cash payments that are contingent upon the execution of a release consistent
with the foregoing sentence shall, subject to Section 13 hereof, commence
on the sixtieth (60th) day following Executive’s termination of employment
(provided that to the extent any such payments do not constitute “deferred
compensation” for purposes of Code Section 409A, such payments shall
commence after the release is executed and no longer subject to revocation),
and the first payment in respect thereof shall include payment of all amounts
that 


 


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otherwise
would have been due prior thereto had the foregoing release requirement not
been imposed.


 


E.     The following shall be added
as Section 13 of the Agreement:


 


13.        Section 409A
Compliance.


 


(a)         The intent of the parties
is that payments and benefits under this Agreement comply with Internal Revenue
Code Section 409A and the regulations and guidance promulgated thereunder
(collectively “Code Section 409A”) and, accordingly, to the maximum
extent permitted, this Agreement shall be interpreted to be in compliance
therewith.  In no event whatsoever shall
the Company be liable for any additional tax, interest or penalty that may be
imposed on Executive by Code Section 409A or damages for failing to comply
with Code Section 409A.


 


(b)         A termination of
employment shall not be deemed to have occurred for purposes of any provision
of this Agreement providing for the payment of any amounts or benefits upon or
following a termination of employment unless such termination is also a “separation
from service” within the meaning of Code Section 409A and, for purposes of
any such provision of this Agreement, references to a “termination,” “termination
of employment” or like terms shall mean “separation from service.”


 


(c)           Notwithstanding any
other payment schedule provided herein to the contrary, if Executive is deemed
on the date of termination to be a “specified employee” within the meaning of
that term under Code Section 409A(a)(2)(B), then each of the following
shall apply:


 


(i)            With regard to any
payment that is considered deferred compensation under Code Section 409A
payable on account of a “separation from service,” such payment shall be made
on the date which is the earlier of (A) the expiration of the six
(6)-month period measured from the date of such “separation from service” of
Executive, and (B) the date of Executive’s death (the “Delay Period”)
to the extent required under Code Section 409A.  Upon the expiration of the Delay Period, all
payments delayed pursuant to this Section (whether they would have
otherwise been payable in a single sum or in installments in the absence of
such delay) shall be paid to Executive in a lump sum, and all remaining
payments due under this Agreement shall be paid or provided in accordance with
the normal payment dates specified for them herein; and


 


(ii)           To the extent that any
benefit to be provided during the Delay Period are considered deferred
compensation under Code Section 409A provided on account of a “separation
from service,” and such benefits are not otherwise exempt from Code Section 409A,
Executive shall pay the cost of such benefits during the Delay Period, and the
Company shall reimburse Executive, to 


 


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the extent that such costs would otherwise have been
paid by the Company or to the extent that such benefits would otherwise have
been provided by the Company at no cost to Executive, the Company’s share of
the cost of such benefits upon expiration of the Delay Period, and any
remaining benefits shall be reimbursed or provided by the Company in accordance
with the procedures specified herein.


 


(d)           All expenses or other
reimbursements under this Agreement shall be made on or prior to the last day
of the taxable year following the taxable year in which such expenses were
incurred by Executive (provided that if any such reimbursements constitute
taxable income to Executive, such reimbursements shall be paid no later than March 15th
of the calendar year following the calendar year in which the expenses to be
reimbursed were incurred), and no such reimbursement or expenses eligible for
reimbursement in any taxable year shall in any way affect the expenses eligible
for reimbursement in any other taxable year.


 


(e)           For purposes of Code Section 409A,
Executive’s right to receive any installment payment pursuant to this Agreement
shall be treated as a right to receive a series of separate and distinct
payments.


 


(f)            Whenever a payment
under this Agreement specifies a payment period with reference to a number of
days (e.g., “payment shall be made within thirty (30) days following the
date of termination”), the actual date of payment within the specified period
shall be within the sole discretion of the Company.


 


(g)           Notwithstanding any
other provision of this Agreement to the contrary, in no event shall any
payment under this Agreement that constitutes “deferred compensation” for
purposes of Code Section 409A be subject to offset, counterclaim, or recoupment
by any other payment pursuant to this Agreement or otherwise unless otherwise
permitted by Code Section 409A or pursuant to any written agreement
providing for the forfeiture of compensation upon the occurrence of certain
events.


 


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 superceded
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 


 


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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.


 


[Signature
Page Follows]


 


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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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  James
  A. Peers

  



 


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