Untitled Document




Employment
Agreement


Employment
Agreement made and entered into effective as of the 1st day of January, 2007 between
NYFIX, Inc., and its  subsidiaries and affiliates (“NYFIX”), with offices at
100 Wall Street, New York, N.Y. 10005  and W. Brennan Carley (“Employee”),
residing at  [address], NY.


NYFIX
agrees to employ Employee, and Employee agrees to be employed by NYFIX on the following
terms and conditions:


1.  Term.


NYFIX
hereby agrees to employ Employee, and the Employee hereby accepts such employment, on the
terms and conditions set  forth herein, unless and until such employment hereunder shall
have been terminated as provided in this Agreement.  At all times,  Employee and NYFIX
shall have the right to terminate this Agreement, pursuant to the termination provisions
set forth herein.


2.  Duties.


A.
Employee will render services to NYFIX as Executive Vice President, Head of Business
Operations and Chief Strategy  Officer in accordance with the duties, rules and
instructions established by the Chief Executive Officer (“CEO”) and/or NYFIX’s
Board  of Directors (“Board”) from time to time.  Such duties may include,
without limitation, product strategy, product development, client  and production
integration for NYFIX, marketing, oversight of various operations as needed.  Such duties
shall be consistent with the  duties assigned to senior management team members.


B.
Employee will report to the CEO of NYFIX.  Employee will use his best efforts to perform
faithfully and efficiently  his duties hereunder to NYFIX.  Employee agrees to devote his
full time and energies to the performance of such duties for NYFIX, and  will not engage
in any outside employment activities or serve on a board of directors for another
company, for himself or others,  without the prior written approval of the CEO of NYFIX.
Notwithstanding the foregoing, Employee may continue to serve as a director  of Yipes
Enterprise Services (“Yipes”)  so long as Yipes does not compete with the
business of NYFIX, or any business which NYFIX is  actively considering entering into
during the Term hereof. Employee is permitted to serve on a board of directors of another
company,  if he leaves the board of Yipes, and subject to the prior written approval of
the CEO of NYFIX, which approval shall not be  unreasonably withheld.









3.
Compensation.


A.
Signing Bonus. On or about January 1, 2007, or Employee’s first day of employment,
whichever is later, NYFIX shall  pay you a one-time signing bonus of One Hundred Thousand
($100,000) dollars.  Notwithstanding the foregoing, Employee agrees that if  his
employment is terminated pursuant to Paragraphs 4(a) or 4(c) of this Agreement on or
before December 31, 2007, Employee shall  repay the entire amount he received to NYFIX
within 30 days of such termination.


B.
Salary.  Employee’s  base salary  shall be at the rate of $300,000  per annum,
payable in  accordance  with  NYFIX’s  ordinary payroll practices.  During the term
of this employment agreement,  Employee’s salary may be reduced, so long as the
Employee’s  Annual  Target  Bonus,  as described  in Paragraph  3.C.,  be  increased
to allow the Employee the  opportunity  account for the actual  reduction in base salary,
and so long as similar  reductions are made for other similarly  situated  employees of
NYFIX.  For example,  if Employee’s  base salary of $300,000 is reduced by 5 percent
($15,000) and his Target Bonus was 75 percent of base,  Employee’s  new  Target
Bonus should be  increased  by an amount equal to that five percent  (thereby  raising
his Target Bonus in this example to 84.2%  of the new base of $285,000).


C.
Annual Target Bonus  Payments.  Employee  shall be eligible to  participate  in the
annual  management  bonus program  maintained  by NYFIX for  similarly  situated
employees.  The  terms of this  bonus  plan  shall be in the sole  discretion  of NYFIX,
including  its Board.  Employee  will be assigned a “target  bonus,” for each
year during the Term,  commencing  in the  calendar  year  beginning  January 1, 2007,
of not less than 75% of  Employee’s  base  salary.  Employee  further  recognizes
and agrees  that in the  event that NYFIX  adopts a  restricted  stock or other
equity-based  bonus plan,  any bonus  payments  are separate and apart from any  bonuses
paid pursuant to this  contract.  Such Annual Bonus shall be based on goals and
objectives  adopted by NYFIX  consistent  with  the manner of adoption of such goals and
objectives  for other senior  management  employees of NYFIX,  with the actual amount of
such  Annual Bonus (whether  greater or less than the specified  target  amount) being
based upon the degree to which Employee  achieves such  goals and objectives as
determined by NYFIX in its sole discretion.


D.
2007 Minimum Bonus if No Options Granted.  Notwithstanding Paragraph 3.C, and subject to
the termination provisions  in Paragraph 4 and if NYFIX, in its discretion, does not
grant Employee options during the calendar year 2007, NYFIX agrees to pay  Employee a
bonus of no less than $275,000 (plus such amount, if any, that the Employee’s base
salary is reduced during calendar 2007  pursuant to paragraph 3.D above) for calendar
year 2007, in lieu of the bonus set forth in Paragraph 3.C. to be paid in accordance
with bonus payments made by NYFIX in its ordinary course of business.





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E. Benefits. Employee will be eligible to participate in such medical programs and other
fringe benefits as NYFIX provides to similarly situated employees. Employee shall be
entitled to four weeks vacation.


F. Office and Administrative Support. Employee shall be provided a comparable office and
administrative support as NYFIX provides to other similarly situated employees.


G.
Expenses.  Employee will be entitled to reimbursement for reasonable travel,
entertainment and other out-of-pocket  business expenses necessarily occurred in the
performance of his duties hereunder, upon submission and approval of written statements
and receipts in accordance with NYFIX’s regular procedures in effect from time to
time.


H.
Withholdings. NYFIX shall make such deductions and withhold such amounts from each
payments made to Employee under this Agreement as may be required from time to time by
law , government regulation or order.


I. Arbitration and Confidentiality. Upon execution of this Agreement, the Employee agrees
to execute the confidentiality and arbitration agreements adopted by NYFIX, and agrees
to be bound by all policies and procedures adopted by NYFIX from time to time which
apply to all employees of NYFIX.


4.  Termination.


(a) Termination by the Employee. Employee may terminate his employment with NYFIX at any
time, upon 30 days written notice, to the CEO of NYFIX. In such an event, no further
payments shall be made to Employee, nor shall any benefits be afforded to Employee
following such termination, except for amounts due and owing as of the date his
employment terminates (the "Termination Date") and such benefits as are
required by law.


(b) Termination by the Employee For Good Reason. Employee may terminate his employment at
any time for "Good Reason", as defined below, provided that he provides NYFIX
with written notice of ten (10) business days. In such an event, payments will be made
to Employee in accordance with subparagraph (e).


As
used in this Agreement, “Good Reason” shall mean the occurrence of any of the
following events:


(i)
a material diminution in the Employee’s duties;


(ii)
a material reduction in Employee’s base salary (other than as provided for in
paragraph 3.B above);



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(iii)
a relocation of the Employee’s principal office to a location greater than fifty
(50) surface miles from his prior  office; or,




(c)
Termination by NYFIX for Cause. NYFIX may terminate Employee’s employment at any
time for "Cause", as defined below. In such  event, no further payments shall
be made to Employee, nor shall any benefits be afforded to Employee following such
termination,  except for amounts due and owing as of the Termination Date and such
benefits as are required by law.


As
used in this agreement, the term “Cause” shall mean:


(i)
Employee is convicted of any felony or other crime involving securities law violations,
banking law violations,


(ii)
Employee engages in an act which involves moral turpitude or which, if generally known,
would or might reasonably have  a material adverse effect on the business, assets,
properties, results of operations, financial condition, personnel or prospects of  NYFIX,
as determined by the Board, in good faith;


(iii)
Employee engages in the use of controlled substances, medication, or alcohol which
impairs the performance of his  duties hereunder;


(iv)
Employee engages in misconduct materially injurious to NYFIX;


(v)
Employee fails to perform his duties substantially hereunder which is not cured within
ten (10) business days following  written notice by NYFIX.


(d) Termination by NYFIX without Cause. NYFIX may terminate the Employee’s employment
at any time, provided that it provides the Employee with 30 days written notice. If
NYFIX exercises such right, and such termination is not for Cause, as that term is
defined in this agreement, NYFIX agrees to make payments as described in sub-paragraph
(e).


(e)  Payments
for Termination by NYFIX without Cause or Termination by the Employee for Good Reason.
If Employee’s employment is terminated under subparagraphs (b) or (d) and, if and
only if, that Employee executes and delivers to NYFIX a Release and Discharge in a form
acceptable to NYFIX:


(i)
Employee will be paid amount equal to his annual base salary for the period of one year
following his Termination date  (the “Severance Period”), in installments in
accordance with past payroll practices, at NYFIX’s sole discretion;


(ii)
Only until such time as the first tranche of restricted stock options, equity
compensation, or the like, granted to the  Employee vests (if any), Employee will be paid
an amount equal to the Employee’s Target Bonus, at target, with such Target Bonus


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pro-rated for
the length of the Severance Period. Such amounts shall be paid at the same time as annual
bonuses for each such fiscal  year are actually paid by NYFIX to its similarly-situated
employees;


(iii)
In the event that Employee elects in a timely manner to continue basic medical and dental
insurance coverage  (“Coverage”) pursuant to the Consolidated Omnibus
Reconciliation Act of 1985 (“COBRA”), NYFIX shall reimburse the Employee the
share  of the premium of maintaining Employee’s COBRA continuation coverage for one
year from the Termination Date (the “Subsidized  Period”); provided, however,
that in the event Employee commences comparable benefit coverage with a subsequent
employer during the  Subsidized Period (“Comparable Coverage”), Employee shall
provide NYFIX with written notice of such Comparable Coverage and the date  upon which
such Comparable Coverage commences within 5 days of the commencement thereof, and Employee’s
benefit coverage with NYFIX  shall cease as of the date such Comparable Coverage with a
subsequent employer commences. Unless such coverage has so ceased, after  the Subsidized
Period, Employee may continue such coverage at his expense at the applicable COBRA rate
for the duration of the COBRA  period, if any. In lieu of the above, NYFIX shall use
reasonable efforts to continue Coverage in place for the Severance Period, for  the
benefit of the Employee and his dependents, following which the Employee may elect COBRA
coverage at his own expense; in the  event that NYFIX cannot do so, or cannot do so at a
reasonable rate, NYFIX will, instead, following the period referenced in the  first
sentence of this paragraph, reimburse the Employee for the costs associated with
Comparable Coverage for a period of twelve  (12) months following the Severance Period up
to $1,500 per month but only in the event that the Employee is not then otherwise
eligible for Comparable Coverage.


(f) Termination Upon Death of Employee. This agreement shall immediately terminate, and all
rights, benefits and obligations hereunder shall cease, in the event of Employee’s
death, except for such rights as shall have accrued as of the date of Employee’s
death.


(g) Termination Upon Disability of Employee. In the event that Employee becomes disabled,
and as a consequence become entitled to receive benefits under NYFIX's then current
disability insurance program, upon commencement of Employee’s receipt of such
benefits, payment of Employee’s salary shall immediately terminate, until Employee
returns to work and cease receiving such disability benefits. In the event the Employee
does not return to work within ninety (90) days of the commencement of such disability,
NYFIX may terminate this Agreement.



5.  Ability To
Enter Into And Perform This Agreement.


Employee
represents that he is free to enter into this Agreement and perform the services and
duties required hereunder and  that he is not party to any agreement or understanding
which will interfere with or prevent his entering into this Agreement or  performing such
services and duties.  Employee further represents that he is not now a target, subject,
defendant, or witness in any



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investigation,
hearing or proceeding by any governmental or regulatory agency or body.  Employee agrees
to use his best efforts to  perform his services and duties in compliance in all material
respects with the rules and regulations of the securities regulators,  and any other
regulatory body or agency which has jurisdiction over NYFIX’s business and with NYFIX’s
policies and procedures from  time to time in effect.


6. Calculations.


Any
calculations required under this Agreement shall be determined by NYFIX in accordance
with its regular procedures, and  such determination shall be final and binding upon the
parties.


7. Non-solicitation.


Employee
acknowledges that NYFIX has a vital interest in retaining the services of its employees
and consultants.  Employee  therefore agrees that for during the Term of this Agreement
and continuing until one (1) year from his Termination Date, whichever is  later, he will
not, directly or indirectly, hire, solicit, induce, or attempt to hire, solicit, induce
any employee or consultant of  NYFIX, to terminate his or her employment or other
relationship with NYFIX .


8.  Restrictive
Covenant.


Employee
acknowledges the highly competitive nature of the business of NYFIX and the importance to
NYFIX of the confidential  business information and trade secrets (as defined in
Paragraph 9) to which Employee will have access.  Accordingly,  Employee agrees  that,
during the Term of this Agreement and continuing until one (1) year from his Termination
Date, whichever is later, Employee  will not directly or indirectly engage either as
agent, employee, representative, independent contractor, sole proprietor, partner,  joint
venturer, stock holder, director, officer, or in any other manner or capacity whatsoever,
with any company in the United States  and in any country in which NYFIX operates, if,
and only if, such company’s business competes  with NYFIX’s business
activities, or  competes with any business which NYFIX is actively considering entering
into during the Term of this Agreement.  In the event that  this Restrictive Covenant
shall conflict with any other Restrictive Covenant that applies or may apply to Employee,
this Restrictive  Covenant shall control and supercede any similar constraint provisions
that govern Employee’s conduct.  Employee agrees that due to  the uniqueness of his
skills and abilities and the uniqueness of the confidential business information that he
will possess in the  course of his employment, the Restrictive Covenant set forth herein
is reasonable and necessary for the protection of NYFIX.  Nevertheless, if it is
determined that such covenants are unenforceable in that they are too broad as to their
scope or geographical  coverage, ten the parties hereby confer upon any appropriate court
or panel the power to limit such scope or geographical coverage  such that they will be
enforceable.



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9.  Proprietary
Information.


Employee
acknowledges that NYFIX’s trade secrets, know how, contracts, client relationships,
and other proprietary  information as such may exist from time to time are valuable,
special and unique assets of NYFIX’s business.  Employee agrees to  treat as
confidential and keep secret such information and non-public information concerning the
affairs of NYFIX and shall not at  any time during the term of his employment by NYFIX or
thereafter, without NYFIX’s prior written consent, divulge, use, furnish or  make
known or accessible to or for the benefit or use of anyone other than NYFIX any such
information. Upon the expiration or  termination of the Employee’s employment, or
earlier at the election of NYFIX, the Employee shall return to  NYFIX all materials
owned by NYFIX or containing NYFIX’s confidential information.


10. Confidentiality.


NYFIX
and Employee agree that, subject to the exceptions noted below, the terms of this
Agreement, and the negotiations leading  up to it, shall not be disclosed by the parties
to any other person.  The following exceptions are agreed by the parties to be  outside
the covenant of confidentiality:


		o 	 Either
party may disclose this Agreement in a proceeding to enforce the terms of the Agreement
or pursuant to valid subpoena  or court order.





		o 	 Either
party may disclose this Agreement to their attorneys, accountants, tax preparers and
other advisers.





		o 	 Employee
may disclose this Agreement to his immediate family.





		o 	 NYFIX
may disclose this Agreement to all appropriate staff members within NYFIX who have a bona
fide “need to know” to  either implement the Agreement or to properly discharge
their own managerial responsibilities, and to those regulatory  bodies as may be required
by law.





In each
exception noted above, the parties must inform such persons that they must not disclose
the same to any additional third  party and they agree to that condition.


11.  No Finder.


The
parties each represent there is no finder or other party entitled to compensation for
introducing Employee to NYFIX.


12.  Amendment.


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This
Agreement constitutes the entire agreement between the parties with respect to Employee’s
employment by NYFIX and  supersedes all prior agreements and understandings between the
parties.  This Agreement may be amended or extended only by written  agreement by both
parties.


13.  Binding
Effect.


This
Agreement may not be assigned by Employee.  This agreement shall be binding upon both
parties and their heirs, legal  representatives, successors and permitted assigns.


14.  Governing
Law.


This
Agreement shall be governed and construed in accordance with the laws of the State of New
York.


15.  Injunction.




A.
NYFIX shall  be entitled, at its option, as a non-exclusive remedy, to seek to enjoin the
violation by Employee of  Paragraphs 7,8, and 9 of this Agreement in any court of
competent jurisdiction.  Such remedy shall be cumulative and in addition to  NYFIX’s
right to seek damages.


16. Severability.


In
the event that any portion of this Agreement shall be determined to be invalid or
unenforceable for any reason, the  remaining provisions of this Agreement shall remain in
full force and effect, and such invalid or unenforceable provision shall be
automatically deemed rewritten to the extent necessary to eliminate such invalidity or
unenforceabilty.


17.  Waiver.


The
failure of either party to insist in any one or more instances upon strict performance of
any other terms and conditions  of this agreement shall not be deemed a waiver or
relinquishment of any right or of the future performance of any such term or  condition,
but the obligations of each party shall continue in full force and effect.


18.  Heading.


The
paragraph headings in this Agreement are for reference purposes only and shall not have
any substantive effect.


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19.  Notices.


All
notices and other communications hereunder shall be made by hand delivery, overnight
courier, certified or registered  mail, postage prepaid and return receipt requested,
telex or facsimile transmission to the parties at their addresses first set forth  above
or to such other address as either party may have thereto specified in writing.


20. Reimbursement of Legal Fees.


NYFIX
agrees to reimburse Employee for his actual legal fees associated with the negotiation of
this Agreement, up to a  maximum of $7,500. Employees agrees to submit statements
reflecting his legal bills within 30 days of the effective date of this  Agreement.


	 	ACCEPTED
      AND AGREED:
	  	 	 
	 	NYFIX,
      Inc.
	 	 	 
	 	By: 	/s/ P. H. Edelstein
	 	 	

	 	 	 
	 	Print Name:	P. H. Edelstein
	 	 	

	 	 	 
	 	Title:	 
	 	 	

	 	 	 
	 	Date:	 
	 	 	

	 	 	 
	 	Employee	 
	 	 	 
	 	Signature:	/s/ W. Brennan Carley
	 	 	

	 	 	 
	 	Print Name:	W. Brennan Carley
	 	 	 
	 	Date:	1/15/07
	 	 	




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