Exhibit
10.25


 


AMENDMENT
NO. 1 TO

DISABILITY AGREEMENT


 


This AMENDMENT NO. 1
(this “Amendment”) to that certain Disability Agreement, dated as of December 30,
2004 (the “Agreement”), by and between GFI Group Inc., a Delaware
corporation (the “Company”), and Michael A. Gooch (the “Executive”),
is made on December 31, 2008 (the “Amendment Effective Date”).


 


WHEREAS, the Company and
the Executive desire to amend the Agreement in accordance with Section 6
thereof so that it complies with Code § 409A; and


 


WHEREAS, the Company and
the 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 1 shall be
amended by adding at the end of clause (a) thereof the phrase “as in
effect on the date of termination, but in any event at least monthly”.


 


B.    The following shall be added
as Section 7 of the Agreement:


 


7.             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 the 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 the 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
the Executive, and (B) the date of the 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 the 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,
the Executive shall pay the cost of such benefits during the Delay Period, and
the Company shall reimburse the Executive, to 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 the 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 the Executive (provided that if any such reimbursements constitute
taxable income to the 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,
the 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.


 


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.


 


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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 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:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Michael A. Gooch

  



 


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