Exhibit 10.1





 


AMENDED AND RESTATED SEVERANCE AGREEMENT


FOR FOUNDERS


 


This Amended and Restated
Severance Agreement for Founders (the “Amended Severance Agreement”) is made and entered into effective March
11, 2015 by and between [INSERT NAME] (the “Executive”) and Forex Capital Markets, LLC (the “Company”).


 


WHEREAS, on December
1, 2010, Executive and FXCM Holdings, LLC (“FXCM Holdings”) entered into a severance agreement in consideration
of Executive’s valuable service to FXCM Inc. and its subsidiaries (collectively, the “Company Group”),
and offered Executive protections in the event of certain terminations of Executive’s employment with the Company Group (the
“Original Severance Agreement”);


 


WHEREAS, on January
16, 2015, FXCM Holdings, FXCM Inc. and FXCM Newco, LLC (“Newco”), entered into a credit agreement (the “Credit
Agreement”) with Leucadia National Corporation (“Leucadia”);


 


WHEREAS, in connection
with the Credit Agreement and certain related agreements, the Company and the Executive wish to enter into this Amended Severance
Agreement to provide the Executive with certain severance benefits in the event his employment is terminated in certain circumstances
in accordance with the terms and conditions set forth herein.


 


NOW, THEREFORE,
in consideration thereof and of the covenants hereafter set forth, the parties hereby agree as follows:


 


1.Rights on Termination of Employment.


 


(a)If
Executive’s employment with the Company Group is terminated (x) by the Company Group without Cause (as defined below) (other
than due to death or disability) or (y) by Executive for Good Reason (as defined below), in each case, subject to (A) Executive’s
execution, delivery and non-revocation of a general waiver and release of claims against the Company and its affiliates in a form
reasonably acceptable to the Company (the “Release”) within forty-five (45) days following the termination date
of Executive’s employment and (B) Executive’s compliance with the restrictive covenants (the “Covenants”)
set forth in that certain Confidentiality and Restrictive Covenant Agreement, dated January 17, 2008, by and between the Company
and Executive, (the “Restrictive Covenant Agreement”), provided that, solely for purposes of the non-competition
covenant set forth in Section 6 of the Restrictive Covenant Agreement and the non-solicitation covenants set forth in Sections
7 and 8 of the Restrictive Covenant Agreement, the length of the “Non-Competition Period” (as the term is defined in
the Restrictive Covenant Agreement) shall be 18 months following
the termination of Executive’s employment (clauses (A) and (B), collectively, the “Conditions”), Executive
shall be entitled to receive:


 






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(x)acceleration of the vesting in
full of all of the Executive’s then-outstanding equity awards as of the termination date of the Executive’s employment;
and


 


(y)an aggregate
amount (such aggregate amount, the “Severance Payment”) equal to (i) two (2) times Executive’s annual
base salary as in effect on the termination date; plus (ii) one (1) times Executive’s Target Bonus (as such term is defined
in the FXCM Inc. Annual Incentive Bonus Plan applicable to the Executive for 2015-2016, or, with respect to any later year, the
successor annual incentive bonus plan applicable to the Executive for the year of termination, if any (the “Annual Incentive
Bonus Plan”)) in effect for the year in which the termination occurs, which amount shall be payable by the Company in
a single lump sum cash payment paid sixty (60) days after the termination date, provided the Executive has executed and not revoked
the Release prior to such date. The Severance Payment shall be a joint and several obligation of each member of the Company Group.


 


(b)In addition to
the Severance Payment, and subject to the Conditions, the Executive shall be entitled to receive a payment equal to twenty four
(24) times the required monthly premium (as in effect on the date of the Executive’s termination) for COBRA health care continuation
coverage for the Executive and, to the extent covered on the date of termination, the Executive’s family, under the Company
Group’s medical plan in which Executive participates immediately prior to the termination, which amount shall be payable
by the Company in a single lump sum cash payment at the same time, and on the same conditions, as the Severance Payment. The additional
payment described in this Section 1(b) shall be a joint and several obligation of each member of the Company Group.


 


(c)In the event of
a breach of the Covenants, (x) as provided for above, the Company will be immediately relieved of its obligation to provide the
payments and benefits set forth in clauses (a) and (b) above and (y) Executive will be required to promptly pay the Company
a lump sum amount equal to the sum of all payments previously made to Executive hereunder. Executive’s forfeiture of
the payments and benefits hereunder will not be deemed to be a waiver of any right or any other remedy that the Company Group may
have at law or in equity, or pursuant to this Amended Severance Agreement or the Restrictive Covenant Agreement, to enforce the
provisions of this Amended Severance Agreement or the Restrictive Covenant Agreement.


 


(d)For purposes of
this Amended Severance Agreement, “Cause” shall exist if any entity that is a member of the Company Group determines
that any one or more of the following events has occurred while employed by the Company Group: (i) Executive’s engagement
in misconduct which is materially injurious to the Company or any of its subsidiaries, (ii) Executive’s continued failure
to substantially perform Executive’s duties to any entity that is a member of the Company Group, (iii) Executive’s
repeated dishonesty in the performance of Executive’s duties to any entity that is a member of the Company Group, (iv) Executive’s
commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from the Company or any of
its affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least 30 days, (v)
Executive’s engagement in conduct or activities that materially violate any applicable governmental or quasi-governmental
regulation involving securities, (vi) the violation by Executive of a written company policy regarding employment, including substance
abuse, sexual harassment or discrimination, or the Company’s insider trading policy, or (vii) the material breach by Executive
of any of the provisions of any agreement between Executive, on the one hand, and any entity that is a member of the Company Group,
on the other hand. The determination of the existence of Cause shall be made by the applicable entity that is a member of the Company
Group in good faith, which determination shall be conclusive for purposes of this Amended Severance Agreement.


 






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(e)For purposes
of this Amended Severance Agreement, “Good Reason” shall mean (i) sale, divestiture or other disposition of substantially
all of the assets and operations (whether by sale of equity interests in the entity or by asset disposition) of the Company or
Forex Capital Markets Limited, including pursuant to a sale of FXCM Inc. or any other parent entity that results in either the
Company or Forex Capital Markets Limited ceasing to be a member of the Company Group; (ii) sale, divestiture or other disposition
(whether in a single transaction or series of transactions) of the assets and operations of one or more members of the Company
Group which, in the aggregate, results in the disposition of the essential operating capabilities of the Company Group; or (iii)
without Executive’s consent, a change in Executive’s duties and responsibilities which is materially inconsistent with
Executive’s position with the Company Group, a reduction in Executive’s annual base salary, a reduction in the Executive’s
Target Bonus under the Annual Incentive Bonus Plan for the 2015 and 2016 calendar years, or, for the 2017 and subsequent calendar
years, a reduction in the Executive’s Target Bonus under the Annual Incentive Bonus Plan for a calendar year (if any) after
such Target Bonus has been established in writing for such year; provided that, notwithstanding anything to the contrary in the
foregoing, Executive shall only have “Good Reason” to terminate employment following the applicable entity’s
failure to remedy the act which is alleged to constitute “Good Reason” within fifteen (15) business days following
such entity’s receipt of written notice from Executive specifying such act, and any such notice claiming “Good Reason”
must in all events be provided within thirty (30) business days after such event has first occurred.


 


(f)Executive acknowledges
and agrees that the payments and benefits described in this Amended Severance Agreement will be the only such payments and benefits
the Executive is entitled to receive as a result of Executive’s termination of employment and Executive agrees that Executive
is not entitled to any additional payments, rights or benefits not otherwise described in this Amended Severance Agreement (other
than any payments, rights or benefits under the Amended and Restated Limited Liability Company Agreement of the Company, as it
may be further amended from time to time). Executive hereby acknowledges and agrees that Executive is not eligible to be a participant
in any severance or retention plan of any entity that is a member of the Company Group.


 






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2.Severability;
Applicable Law.


 


(a)The provisions
of this Amended Severance Agreement shall be deemed severable, and the invalidity or unenforceability of any provision hereof shall
not affect the validity or enforceability of the other provisions hereof.


 


(b)This Amended Severance
Agreement and any dispute hereunder shall be construed, interpreted and governed in accordance with the laws of the State of New
York without reference to rules relating to conflicts of law.


 


3.Entire
Agreement; Amendment; Administration.


 


(a)This Amended Severance
Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other
prior written or oral agreements concerning such subject matter (including, for the avoidance of doubt, the Original Severance
Agreement and Section 9 of the Restrictive Covenant Agreement), except that Sections 1 – 8 of the Restrictive
Covenant Agreement and any provisions related thereto shall continue to apply and are hereby made a part of this Amended Severance
Agreement by reference, as modified herein.


 


(b)This Amended Severance
Agreement may only be amended or modified by a written agreement executed by Executive and the Company (or any of its respective
successors).


 


(c)The board of directors
of FXCM Inc. (the “Board”) shall have full authority to interpret and make all determinations deemed necessary or advisable
for the administration of the benefits under this Agreement. Decisions of the Board shall be final and binding on all persons,
and shall be afforded the maximum deference permitted by law.


 


4.Compliance with IRC Section
409A. This Amended Severance Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) and will be interpreted accordingly. References under this Amended Severance Agreement
to Executive’s termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation
from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at
the time of Executive’s separation from service with all entities that are members of the Company Group Executive is a “specified
employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the
deferral of the commencement of any payments or benefits otherwise payable hereunder or payable under any other compensatory arrangement
between Executive and any member of the Company Group as a result of such separation from service is necessary in order to prevent
any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of
any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive)
until the date that is six months following Executive’s separation from service (or the earliest date as is permitted under
Section 409A of the Code), at which point all payments deferred pursuant to this Section 4 shall be paid to Executive in a lump
sum and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated
or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such
payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured,
to the extent possible, in a manner that does not cause such an accelerated or additional tax. To the extent any reimbursements
or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of
the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treasury Regulation
Section 1.409A-3(i)(1)(iv). For purposes of Section 409A of the Code, each payment made under this Amended Severance Agreement
shall be designated as a “separate payment” within the meaning of Section 409A of the Code.


 






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5.Code Section
280G. Notwithstanding any other provision of this Amended Severance Agreement to the contrary, if any of the payments or
benefits provided or to be provided by the Company Group to the Executive or for the Executive's benefit pursuant to the terms
of this Agreement or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section
280G of the Code and would, but for this Section 5, be subject to the excise tax imposed under Section 4999 of the Code (or any
successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such
taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made
comparing (i) the Net Benefit (as defined below) to the Executive of the Covered Payments after payment of the Excise Tax to (ii)
the Net Benefit to the Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise
Tax. If the amount calculated under (i) above is less than the amount under (ii) above, the Covered Payments will be reduced to
the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. “Net Benefit”
shall mean the present value of the Covered Payments, after payment of all applicable federal, state, local, foreign income, employment
and excise taxes.


 


The Executive shall
provide the Company with such information and documents as the Company may reasonably request in order to make a determination
under this Section 5. The Company's determination shall be final and binding on the Executive.


 


6.Withholding.
The Company or any applicable member of the Company Group shall be entitled to withhold from any payments made pursuant to this
Agreement any amount of withholding it determines is appropriate or necessary pursuant to applicable law and the Company’s
payroll practices.


 


7.No Set
Off; Mitigation. Executive shall not be required to mitigate damages with respect to the termination of Executive’s
employment with the Company Group under this Amended Severance Agreement by seeking other service or otherwise, and, unless expressly
provided for herein, there shall be no offset against amounts due to Executive under this Amended Severance Agreement on account
of subsequent service.


 


8.Assignment.
This Amended Severance Agreement and all of Executive’s rights and obligations hereunder shall not be assignable or delegable
by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio
and of no force and effect. No rights or obligations of the Company under this Amended Severance Agreement may be assigned or transferred
by the Company without Executive’s prior written consent, except that such rights or obligations may be assigned or transferred
pursuant to a merger, consolidation or other similar transaction in which the Company is not the continuing entity or a sale, liquidation
or other disposition of all or substantially all of the assets of the Company provided that the assignee or transferee is the successor
to all or substantially all of the assets of the Company. Upon any such assignment or transfer, the rights and obligations of the
Company and Company Group hereunder shall become the rights and obligations of such assignee or transferee.


 






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9.Counterparts.
This Amended Severance Agreement may be executed in counterparts and by fax or pdf.


 


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If the foregoing terms
and conditions are acceptable and agreed to by Executive, please sign on the line provided below to signify such acceptance and
agreement and return the executed copy to the undersigned.


 


	 	 	 	FOREX CAPITAL
	 	 	 	MARKETS, LLC
	 	 	 	 
	 	 	By: 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	Accepted and Agreed	 	 	 
	 	 	 	 
	 	 	 	 
	[INSERT NAME]	 	 	 


 


 


[Signature Page – Severance Agreement]