Exhibit 10.23


 


 


GFI GROUP INC.


 


2008 SENIOR EXECUTIVE ANNUAL BONUS PLAN


 


1.     Purpose


 


This annual
incentive plan (the “Plan”) is
applicable to those employees of GFI Group Inc. (the “Company”) and its subsidiaries who are
executive officers of the Company (“Covered
Employees”), including members of the Board of Directors who are
such employees.


 


The Plan is
designed to reward, through additional cash or equity compensation, Covered
Employees for their significant efforts and contribution toward improved profitability
and growth of the Company.


 


2.     Eligibility


 


All Covered
Employees shall be eligible to be selected to participate in this Plan. The
Committee shall select the Covered Employees who shall participate in this Plan
in any year (each, a “Participant”)
no later than 90 days after the commencement of the fiscal year of the
Company (or such earlier or later date as may be the applicable deadline for
the establishment of performance goals permitting the compensation payable to
such Participant under this Plan with respect to such year to qualify as “qualified
performance-based compensation” under Treasury Regulation
section 1.162-27(e)) (as applicable, with respect to a Participant, the “Determination Date”).


 


A Participant
may be permitted to participate in any other annual incentive plan established
by the Company, but only to the extent such participation is permitted by
section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (and, specifically, only to the
extent such participation would not cause compensation payable under the Plan
to fail to qualify as qualified performance-based compensation).


 


3.     Administration


 


The Plan shall
be administered by the Compensation Committee of the Board of Directors (the “Board”), or by another committee appointed
by the Board (the Compensation Committee of the Board or such other committee,
the “Committee”). The Committee
shall be comprised exclusively of members of the Board who are “outside
directors” within the meaning of section 162(m)(4)(C) of the Code and
Treasury Regulation section 1.162-27(e)(3). The Committee shall have the
authority, subject to the provisions herein: (a) to select Participants; (b) to
establish and administer the performance goals and the award opportunities
applicable to each Participant


 


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and certify whether the goals
have been attained; (c) to construe and interpret the Plan and any
agreement or instrument entered into under the Plan; (d) to establish,
amend, and waive rules and regulations for the Plan’s administration; and (e) to
make all other determinations which may be necessary or advisable for the
administration of the Plan. Any determination by the Committee pursuant to the
Plan shall be final, binding and conclusive on all employees and Participants
and anyone claiming under or through any of them.


 


4.     Establishment Of Performance Goals And Award Opportunities


 


No later than
the applicable Determination Date, the Committee shall establish in writing the
method for computing the amount of compensation that will be payable under the
Plan to each Participant in the Plan with respect to such year, the method for
determining whether the performance goals established by the Committee for the
applicable period with respect to such Participant are attained in whole or in
part and, to the extent required by the Committee, if the Participant’s
employment by the Company or a subsidiary needs to continue without
interruption during the year through the date the Participant’s award is paid
pursuant to paragraph 7 (or such earlier or later date specified by the
Committee). Such method shall be stated in terms of an objective formula or
standard that precludes discretion, within the meaning of Treasury Regulation
section 1.162-27(e)(2)(iii)(A), to increase the amount of the award that
would otherwise be due upon attainment of the goals and may be different for
each Participant. Notwithstanding anything to the contrary contained herein,
the Committee may exercise negative discretion to reduce the amount of any
bonus otherwise payable hereunder.


 


No later than
the applicable Determination Date with respect to a performance period, the
Committee shall establish in writing the performance goals for such period,
which shall be based on any of the following performance criteria, either alone
or in any combination, on either a consolidated or business unit or divisional
level, and which shall include or exclude discontinued operations, acquisition
expenses and restructuring expenses and/or other one-time or extraordinary
items of income, revenue or expense as the Committee may determine: level of
revenues, earnings per share, stock price, income before cumulative effect of
accounting changes, net income, return on assets, return on equity, return on
capital employed, total stockholder return, market valuation, cash flow,
completion of acquisitions, business expansion and product diversification. The
foregoing criteria shall have any reasonable definitions that the Committee may
specify, which may include or exclude any or all of the following items:
extraordinary, unusual or non-recurring items; effects of accounting changes;
effects of currency fluctuations; effects of financing activities
(e.g., effect on earnings per share of issuing convertible debt
securities); expenses for restructuring, productivity 


 


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initiatives or new business
initiatives; non-operating items; acquisition expenses; and effects of
divestitures. Any such performance criterion or combination of such criteria
may apply to the Participant’s award opportunity in its entirety or to any
designated portion or portions of the award opportunity, as the Committee may
specify.


 


The Committee
may structure the method for computing the amount of compensation that will be
payable under the Plan with respect to all or any portion of a year as a pool
(the “Incentive Pool”) to be
allocated among the Participants, whereby the amount of the Incentive Pool is
determined as a function of one or more of the performance goals listed above.
If this method is employed then no later than the applicable Determination Date
the Committee shall establish for each Participant a maximum award, expressed
as a percentage of the Incentive Pool for the year (a “Maximum Percentage”), provided that the
total of all such maximum percentages shall not exceed 100%, and the Maximum
Percentage for any one Participant shall not exceed the lesser of 40% of the
total Incentive Pool or the maximum award specified in paragraph 5.
Following the end of each year, the Committee shall determine the final amount
of any award with respect to each Participant, which may range from zero to an
amount not exceeding the amount equal to the Maximum Percentage specified for
such Participant; provided, however, that the excess of (x) the amount of
the Incentive Pool equal to the Maximum Percentage over (y) the amount of
the award actually payable to a Participant with respect to the year shall not
revert to the Incentive Pool or otherwise be used to increase the amount of any
other Participant’s award under the Plan. The aggregate amount of all awards
under the Plan with respect to any year shall not exceed 100% of the Incentive
Pool established for such year pursuant to this section.


 


Notwithstanding
anything to the contrary contained herein, an individual who becomes a Covered
Employee after the applicable Determination Date may be selected as a
Participant in the Plan. In such event, the Committee may establish a
performance period of less than one year for such Participant or permit the
Participant to participate in an existing bonus program, in each case, to the
extent permissible under Section 162(m) of the Code.


 


5.     Maximum Award


 


The maximum
amount of compensation that may be paid under the Plan to any Participant for
any year is $7,000,000.


 


6.     Attainment Of Performance Goals Required


 


Awards shall
be paid under this Plan for any year solely on account of the attainment of the
performance goals established by the Committee with respect to such year.
Awards may also be contingent upon the Participant


 


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remaining employed by the
Company or a subsidiary of the Company during such year and through the date
the Participant’s award is paid pursuant to paragraph 7 (or such earlier
or later date specified by the Committee). In the event of termination of
employment by reason of death, disability or retirement (each as determined by
the Committee in its sole discretion) during the Plan year or before a
Participant’s award with respect to a year is paid pursuant to
paragraph 7, an award shall be payable under this Plan to the Participant
or the Participant’s estate for such year, which shall be paid at the same time
as the award the Participant would have received for such year had no
termination of employment occurred and which shall be equal to the amount of
such award multiplied by a fraction the numerator of which is the number of
full or partial calendar months elapsed in such year prior to termination of
employment and the denominator of which is the number twelve. For the sake of
clarity, a pro rata bonus will be payable hereunder only if the performance
goals established by the Committee have been achieved. Unless otherwise
specified by the Committee, a Participant whose employment terminates prior to
the date the Participant’s award with respect to a year is paid pursuant to
paragraph 7 (or such earlier or later date specified by the Committee) for
any reason not excepted above shall not be entitled to any award under the Plan
for that year.


 


7.     Shareholder Approval And Committee Certification Contingencies: Payment
Of Awards


 


Payment of any
awards under this Plan shall be contingent upon the affirmative vote of the
shareholders of at least a majority of the votes cast (including abstentions)
approving the Plan. Unless and until such shareholder approval is obtained, no
award shall be paid or payable pursuant to this Plan. Payment of any award
under this Plan shall also be contingent upon the Compensation Committee’s
certifying, in accordance with applicable treasury regulations under Code
section 162(m) in writing that the performance goals and any other
material terms applicable to such award were in fact satisfied. Unless and
until the Committee so certifies, such award shall not be paid or payable.
Unless the Committee provides otherwise, (a) earned awards shall be paid
promptly following such certification, and (b) such payment shall be made
in cash or in awards granted under the 2008 Equity Incentive Plan (subject to
any payroll tax withholding the Company may determine applies).


 


To the extent
necessary for purposes of Code section 162(m), this Plan shall be
resubmitted to shareholders for their reapproval with respect to awards payable
for the taxable years of the Company commencing on and after the 5-year
anniversary of initial shareholder approval.


 


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8.     Amendment. Termination And Term Of Plan


 


The Board of
Directors may amend, modify or terminate this Plan at any time. The Plan will
remain in effect until terminated by the Board.


 


9.     Interpretation And Construction


 


Any provision
of this Plan to the contrary notwithstanding, (a) awards under this Plan
are intended to qualify as “qualified performance-based compensation” under
Treasury Regulation 1.162-27(e), (b) any provision of the Plan that
would prevent an award under the Plan from so qualifying shall be administered,
interpreted and construed to carry out such intention and any provision that
cannot be so administered, interpreted and construed shall to that extent be
disregarded, and (c) the Company intends for the Plan, as described herein
and as may be subsequently amended from time to time, to be interpreted and
operated in a manner such that no award under the Plan becomes subject to (i) the
gross income inclusion set forth within Code Section 409A(a)(1)(A) or (ii)
the interest and additional tax set forth within Code Section 409A(a)(1)(B) (collectively,
the “Section 409A Penalties”),
but makes no guarantee that awards hereunder will not become subject to Section 409A
Penalties. In the event that any award under the Plan becomes subject to Section 409A
Penalties, responsibility for payment of such penalties shall rest solely with
the affected Participant(s) and not with the Company. No provision of the
Plan, nor the selection of any eligible employee to participate in the Plan,
shall constitute an employment agreement or affect the duration of any
Participant’s employment, which shall remain “employment at will” unless an
employment agreement between the Company and the Participant provides
otherwise. Both the Participant and the Company shall remain free to terminate
employment at any time to the same extent as if the Plan had not been adopted.


 


10.   Governing Law


 


The terms of
this Plan shall be governed by the laws of the State of New York, without
reference to the conflicts of laws principles thereof.


 


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