**Exhibit10.17**
| **Christopher Giancarlo Employment Agreement** | ** ** |
|------------------------------------------------|------------|

 

**EMPLOYMENTAGREEMENT**

This **EMPLOYMENTAGREEMENT** (“Agreement”) is entered into as of March 26, 2007 (the “EffectiveDate”), by and between **GFI Group Inc.**(the “Company” or “GFI”), a Delaware Corporation and Christopher Giancarlo, anindividual (“Executive”).

WHEREAS, Executive is currently employed as theExecutive Vice President - Corporate Development of the Company; and

WHEREAS, the Company and Executive desire to enterinto this Agreement to set out the terms and conditions for the continuedemployment relationship of Executive with the Company.

NOW, THEREFORE, in consideration of the mutualcovenants and agreements set forth herein and for other good and valuableconsideration, the receipt and sufficiency of which hereby are acknowledged,the parties hereto agree as follows:

# **1.****                                      Natureof Employment.**

## (a)                                  TheCompany hereby agrees to continue to employ Executive as a full-time employeein the position of****Executive VicePresident - Corporate DevelopmentandExecutive accepts such continued employment, on the terms and conditions setforth in this Agreement, for the Term of this Agreement (as defined in Section2 below).  Throughout the Term, Executivewill report directly to the Chief Executive Officer of the Company (the “CEO”)and will perform and discharge well and faithfully such duties and functionsconsistent with his position as Executive Vice President - CorporateDevelopment as may be assigned to him from time to time by the CEO in hisdiscretion in connection with the conduct of the Company’s business, includingwith respect to any business conducted by any affiliate of the Company(including any subsidiaries, parents, or other enterprises under commonownership or control with the Company) (each a “Related Entity”).  If Executive is elected or appointed anofficer or director of the Company, or any other Related Entity, during theperiod of Executive’s employment with the Company, Executive will serve in suchcapacity without additional compensation.

## (b)                                 Duringthe period of Executive’s employment with the Company, Executive:  (i) will devote 100% of his employmentenergies, interests, abilities and time to the performance of his duties andshall not, without the written consent of the CEO, render to others any serviceof any kind for compensation; (ii) will not render services to any businessactivity that is directly or indirectly competitive with any business conductedby the Company or any Related Entity; (iii) will observe and carry out suchreasonable rules, regulations, policies, directions and restrictions as may beestablished from time to time by the Board or the board of directors of anyRelated Entity, including but not limited to the published standard policies,practices and procedures of the Company as in effect from time to time, asapplied to other senior executives of the Company; and (iv) do such reasonabletraveling as may be required in connection with the performance of such dutiesand responsibilities consistent with such traveling requirements prior to theexecution of this Agreement.

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## (c)                                  Executivemay serve on corporate, civic and/or charitable boards with the consent of theCompany**,**provided that the****Companymay require Executive to resign any or all such board seats in their solediscretion if they believe such board participation conflicts with Executive’srole with the Company or is otherwise too time-consuming or distracting toExecutive.

## (d)                                 Executiveacknowledges that this Agreement contains non-competition and non-disclosure ofproprietary information provisions, and Executive agrees to comply with theseprovisions. Executive understands that entering into and complying with theseprovisions is a condition to Executive’s continued employment and that failureto comply with the terms and conditions of these provisions may result intermination “for cause” under this Agreement and in other damages to theCompany.

# **2.****                                      Termof Employment.**

Subject to earlier termination in accordance with theterms hereof, the term of this Agreement shall commence on the Effective Dateand shall continue through February 28, 2010; provided, however,that Executive’s employment by the Company will automatically be extended by twelve(12) additional months on March 1, 2010 and on each subsequent March 1, unlesseither party provides written notice to the other party no less than sixty (60)days prior to such March 1 of its intention not to extend the term of Executive’semployment.  The period from theEffective Date until the later of February 28, 2010 or the end of anysubsequent extension of Executive’s employment pursuant to this Section 2,unless earlier terminated as provided herein, shall be referred to as the “Term”.  If the Company provides a Notice ofNon-Renewal, the provisions of Section 5(b) shall continue to apply inaccordance with its terms after the expiration of the Term unless and until theparties provide otherwise in a written agreement executed by both parties.

# **3.****                                      Compensationand Benefits.**

For the full and faithful performance of the servicesto be rendered by Executive and in consideration of Executive’s obligationsunder this Agreement, provided Executive is not in breach of this Agreement,the Company shall pay to Executive and Executive shall be entitled to receive:

## (a)                                  **Base Compensation.**  As compensation for his services to berendered hereunder, the Company shall pay to Executive a base salary at therate of $265,000 per annum until March 1, 2007 and thereafter at the rate of$300,000 per annum (as applicable, the “Base Salary”), which shall be payablein periodic installments in accordance with the standard payroll practices ofthe Company in effect from time to time. During the Term, Executive’s Base Salary shall be reviewed at leastannually by the Company and may be increased (but not decreased) from time totime as shall be determined by the Company.

## (b)                                 **Discretionary Bonus.** The Company maypay Executive a discretionary bonus, in such an amount, on such terms and atsuch time as may be determined by the Company its sole and absolute discretion(“Discretionary Bonus”), it being specifically understood that theDiscretionary Bonus may be paid in any combination of cash, restricted stockunits (“RSUs”) 

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## and/or other forms of equity or othercompensation approved by the Compensation Committee of the Board (the “Committee”).

## (c)                                  **Fringe Benefits.**  During the Term, the Company shall also makeavailable to Executive such benefits and perquisites as are generally providedby the Company to its executives at Executive’s level of responsibility, provided,however, that nothing herein contained shall be deemed to require theCompany to adopt, maintain or continue in effect any particular plan orpolicy.  Executive shall further beentitled to paid vacation, holidays, personal days and sick days in accordancewith the Company’s standard policies and procedures in effect from time totime; provided,however, Executive shall be entitled to not lessthan four weeks of vacation per year.

## (d)                                 **Expenses. **During the Term, theCompany shall reimburse Executive in accordance with applicable Company policyin effect from time to time, for normal, reasonable and approved out-of-pocketbusiness expenses incurred by Executive in connection with the performance ofhis duties and responsibilities hereunder; provided that Executivesubmits documentation reasonably required by Company expense reimbursementpolicies and procedures in effect and as amended from time to time.  The Company shall also reimburse Executivefor such annual expenses and membership costs, consistent with past practice,incurred by Executive for the purpose of attending continuing legal educationprograms and otherwise maintaining good standing in the New York State bar.

## (e)                                  **Withholding.** All amounts of compensation payable toExecutive hereunder shall be subject to, and paid after reduction for, any andall required deductions or withholdings for federal, state, local and foreignincome tax withholding, Social Security, Medicare, unemployment or othersimilar government benefit or insurance contributions, and any other deductionsor withholdings required by law or authorized by Executive.

## (f)                                    **Stay Bonus. **Within 10 days after the occurrence of aChange in Control, the Company will pay Executive a lump sum cash payment of$1,000,000 (the “Stay Bonus”).  IfExecutive voluntarily terminates his employment during the six (6) monthtransition period following the Change in Control for any reason other than dueto the assignment of duties materially inconsistent with Executive’s duties andresponsibilities with the Company immediately prior to the Change in Control (“InconsistentDuties”), Executive shall be required to repay the Stay Bonus.  It is understood and agreed that requestingExecutive to transition matters for which he is responsible prior to the Changein Control shall not be considered to be Inconsistent Duties hereunder.

# **4.****                                      SpecialCovenants.**

## (a)                                  **Nondisclosure of Confidential and ProprietaryInformation**.

### (i)                                    Executiveacknowledges that before and during the Term, Executive has had and will haveaccess to and possession of trade secrets, confidential information and/orproprietary information (collectively, and as defined more extensively below, “ConfidentialInformation”) of the Company and its Related Entities and their respectiveclients.  Executive recognizes and 

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### acknowledges that this Confidential Information is valuable, specialand unique to the business of the Company and each Related Entity, and that accessto and knowledge thereof are essential to the performance of Executive’s dutiesto the Company and to each Related Entity, if applicable.  During the time that Executive is an employeeof the Company and at all times thereafter, Executive will keep secret and willnot use or disclose any Confidential Information to any person or entity, inany fashion or for any purpose whatsoever, except at the request of the Companyor as may be required by applicable law.

### (ii)                                 The term “ConfidentialInformation”, includes, but is not limited to, information written, in digitalform, in graphic form, electronically stored, orally transmitted or memorizedconcerning or relating to the Company orany of its Related Entities,including all financial data relating to the business of GFI and/or any of itsRelated Entities, lines of credit or debt obligations, customer pricinginformation, personal and contract information about or relating to GFIemployees, or traders and other dealer representatives, profit and loss statements,broker, desk or company productivity data, financial models, computer softwareprograms, source and other codes, information about direct communication lines,electronic and voice trading systems and screen systems, all information aboutthe Company’s or any of its Related Entities’ business prospects andopportunities, and all other information about or gained from any customer tothe Company or to any Related Entity providing services during Executive’semployment with the Company and all information reasonably determined by theCompany to be proprietary or confidential. Notwithstanding the foregoing, this clause shall not apply (i) to anydisclosure of Confidential Information required by law or by any court,arbitrator, mediator or administrative or legislative body (including anycommittee thereof) with actual or apparent jurisdiction to order Executive todisclose or make accessible, (ii) to the extent required in connection with anyother litigation, arbitration or mediation involving this Agreement, including,but not limited to, the enforcement of this Agreement, (iii) as to ConfidentialInformation that is or becomes generally known to the public or within therelevant trade or industry other than due to Executive’s violation of Section4(a)(i), or (iv) information disclosed to Executive in good faith by a thirdperson who, to the best of Executive’s knowledge, was legally entitled todisclose such information.

### (iii)                              Executive furtherrecognizes that GFI and certain Related Entities have received and in thefuture will receive from third parties confidential or proprietary information(“Third**Party Information”) subject to a dutyon their part to maintain the confidentiality of such information and to use itonly for certain limited purposes.  Executivewill hold Third Party Information in the strictest confidence and will notdisclose to anyone (other than Company personnel who need to know suchinformation in connection with their work for GFI) or use, except in connectionwith 

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### work for GFI, Third Party Information unless expressly authorized byGFI in writing.

### (iv)                             All ConfidentialInformation, proprietary and/or confidential files and records are and at alltimes shall remain the exclusive property of the Company.  Executive agrees to store and maintain allConfidential Information in a secure place. Executive agrees to make no use of any Confidential Information on hisown behalf or on behalf of any other person or entity other than the Company.Executive further agrees that any property situated on the Company’s premisesand owned by the Company, including computer disks and other digital, analog orhard copy storage media, filing cabinets, lockers, desks or other work areas,is subject to inspection by Company personnel at any time with or withoutnotice.  When Executive leaves the employof the Company, Executive will deliver to the Company (and will not keep in hispossession, recreate or deliver to anyone else) any and all devices, records,recordings, data, notes, reports, proposals, lists, correspondence,specifications, drawings, blueprints, sketches, materials, computer materials,equipment, other documents or property, together with all copies thereof (inwhatever medium recorded), belonging to the Company, any Related Entity or theirsuccessors or assigns.

## (b)                                 **Assignment of Inventions and Intellectual Property**.

### (i)                                    The term “ProprietaryRights” means all trade secrets, trademarks, service marks, patents,copyrights, mask works and other intellectual property rights throughout theworld.  The term “Inventions” means allProprietary Rights, inventions, ideas, processes, formulas, source and objectcodes, data, programs, technology, writings, software programs, other works ofauthorship, know-how, discoveries, developments, designs, schematics, manuals,drawings, techniques, employee suggestions, development tools, computerprintouts, or any claim of rights (or any related improvements or modificationsto the foregoing).

### (ii)                                 Subject to Sections4(b)(iii) and 4(b)(iv), Executive hereby assigns and agrees to assign in thefuture (when any such Invention or Proprietary Right is first reduced topractice or first fixed in a tangible medium, as applicable) to the Company allright, title and interest in and to any and all Inventions (and all ProprietaryRights with respect thereto) whether or not patentable or registrable undercopyright or similar statutes, made or conceived or reduced to practice orlearned by Executive, either alone or jointly with others, during or at anytime after the period of employment with the Company, which (a) relate tomethods, designs, brokerage or other products, trading systems and screens orany other processes which relate to or pertain to the actual or anticipatedbusiness, functions, operations, research or development of the Company, (b)arise (wholly or partly) from Executive’s efforts during any time thatExecutive is 

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### employed by the Company or utilizing any physical or intellectualproperty owned by the Company, or any Related Entity, or (c) is based on anyinformation or knowledge gained by Executive through his employment with theCompany.  Inventions assigned to theCompany, or to a third party as directed by the Company pursuant to thisSection, are hereinafter referred to as “Company Inventions.”

### (iii)                              During Executive’s periodof employment, and for twelve (12) months thereafter, Executive will promptlydisclose to the Company, fully and in writing, all Inventions authored,conceived or reduced to practice by Executive, either alone or jointly with others.  In addition, Executive will promptly discloseto the Company all patent applications filed by Executive or on his behalfwithin****twelve (12) months****after termination of employment.

### (iv)                             Executive also agrees toassign all right, title and interest in and to any particular Company Inventionto a third party as directed by the Company.

### (v)                                Executive acknowledgesthat all original works of authorship which are made by Executive (solely orjointly with others) within the scope of employment and which may be protectedby copyright are “works made for hire”, pursuant to United States Copyright Act(17 U.S.C. Section 101) and are the property of the Company or any RelatedEntity, as applicable, without limitation which shall own all rights ofcopyright therein including the sole and exclusive right to reproduce suchworks in multiple copies of distribution or sale to the public and to createand exploit derivative works based thereon.

### (vi)                             Executive will execute,verify and deliver assignments of such Proprietary Rights to the Company or itsdesignee.  Executive’s obligation toassist the Company with respect to Proprietary Rights relating to such CompanyInventions in any and all countries will continue beyond the termination ofemployment and the Company will provide compensation at a reasonable rate aftertermination for the time actually spent by Executive at the Company’s requeston such assistance.

## (c)                                  **No Inducement or Employment of Other Employees**.

During the Term and thetwelve (12) month period immediately following termination of Executive’semployment for any reason (the “Period of Restriction”), Executive will not, directly or indirectly employ, assist any person,entity or enterprise to employ, solicit the employment of, or attempt toaffiliate for profit in any manner with (as applicable, a “Prohibited Action”),any employee of, or any independent contractor performing services for, theCompany or any of its Related Entities, or any person who was an employee orindependent contractor with the Company or any of its Related Entities at anytime during the six (6) month period immediately preceding the ProhibitedAction, and Executive will not induce or otherwise encourage any such 

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employeeor independent contractor to leave the employ of, or to cease renderingservices to the Company or any ofits Related Entities.

## (d)                                 **Non-Solicitation, Non-Competition**.

### (i)                                    During the Period of Restriction, Executive agrees to refrain, directly orindirectly, from accepting business from, doing business with, inducing orsoliciting any Customer or vendor of the Company to do business with any business or entity in competition withany business in which the Company or any entity related to the Company****is engaged, except on behalf of theCompany or as authorized in writing by the Company. For the purposes of this Section 4(d), the term (i) “Customers” shallinclude any person who is or was a customer or a Prospective Customer of theCompany or any of its Related Entities at any time during the last twelve (12)months of Executive’s employment under this Agreement and (ii) “ProspectiveCustomer” shall include any person or entity contacted or solicited byExecutive at any time during his period of employment by the Company or itsRelated Entities for the purpose of becoming a customer of the Company or anyRelated Entity.

### (ii)                                 During the Period ofRestriction, Executive may not engage anywhere in the world in activities,render services to or affiliate himself, in any capacity (including as adirector, officer, employee, consultant, independent contractor, partner,member or investor) (except save by way of portfolio investment in sharesquoted on a recognized stock exchange whereby Executive owns less than 1% ofthe outstanding stock of such entity), with any entity that provides servicesthat are competitive with those rendered by the Company or any RelatedEntity.  Notwithstanding the foregoing,during the Period of Restriction, (i) Executive may affiliate himself with alaw firm that provides legal services to a competitor of the Company providedExecutive does not directly provide advice to such competitor during the Periodof Restriction and (ii) with the Company’s prior written consent (as determinedby the CEO in his sole discretion), Executive may render services to any entitywhose primary business purpose is not competitive with any services rendered bythe Company or any related entity.

## (e)                                  **Covenants Reasonable; Additional Remedies; DueConsideration**.

### (i)                                    Executiveacknowledges that he will occupy a position of responsibility and trust, inwhich Executive will have access to Confidential Information and will be privyto the confidential business plans and prospects of the Company and its RelatedEntities, that Executive’s relationships with employees of the Company and/orits Related Entities may be critical to the continued success of the Companyand/or its Related Entities, that the business of the Company and its RelatedEntities are conducted on a worldwide basis, and that Executive’s servicesunder this Agreement are 

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### important, valuable and unique. Executive (i) further acknowledges thatthe restrictive covenants of this Section 4 are reasonably necessary to protectvaluable business interests of the Company and its Related Entities and that itis Executive’s intention and the intention of the Company that suchrestrictions and remedies shall be enforceable to the fullest extentpermissible by law and (ii) agrees that he will not challenge the reasonabilityor enforceability of any of the restrictive covenants of this Section 4;provided that Executive may challenge the enforceability of Section 4 basedupon a breach of this Agreement by the Company that occurs prior to anyviolation of Section 4 by Executive that is not cured within 30 days of receiptof written notice from Executive that is given without 30 days of theoccurrence of such purported breach.  Ifit shall be found by a court of competent jurisdiction that any suchrestriction or remedy is unenforceable but would be enforceable if some partthereof were deleted or the period or area of application reduced, then suchrestriction or remedy shall apply with such modification as shall be necessaryto make it enforceable.

### (ii)                                 The parties heretoacknowledge and agree that in the event of a violation of any of the provisionsof this Section 4 (including Section 4(e)(i)), the Company and/or its RelatedEntities would suffer irreparable harm, the damages suffered by the Companyand/or its Related Entities may be difficult to ascertain, and the Companyand/or its Related Entities may not have an adequate remedy at law.  Accordingly, the parties agree that in theevent of such a breach by Executive, if the Company so elects, the Companyand/or its Related Entities shall be entitled, in addition to all other remediesavailable to it, to enforce this Section 4 by seeking an injunction,restraining order, specific performance or other injunctive relief, withoutbond.  Notwithstanding the provisions ofSection 13(e) below, an action by the Company and/or its Related Entitiesseeking to impose any of such remedies may be brought in a court of law.  Such remedies shall not be deemed to beexclusive of any other remedies available to the Company and/or its RelatedEntities, by judicial or arbitral proceedings or otherwise.

### (iii)                              Executive acknowledgesthat the Company’s agreement to provide the benefits payable to Executive upontermination of employment pursuant to Section 5 are additional considerationfor Executive’s agreement to abide by the restrictive covenants contained inthis Section 4 including, without limitation, the non-solicitation andnon-competition provisions of Section 4(d) and the Company shall be releasedfrom any obligation to provide such benefits in the event of Executive’sviolation of any of these covenants.

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# **5.****                                      Terminationof Employment.**

## (a)                                  TheTerm and Executive’s employment by the Company and its Related Entities (i) maybe terminated (A) by the Company at any time with Cause in accordance withSection 5(f)(i) or without Cause or due to Executive’s Disability, (B) byExecutive at any time outside the Protection Period (as defined below) for anyor no reason upon not less than 90 days written notice or (C) during theProtection Period (I) by Executive for Good Reason in accordance with Section5(f)(iii) and (II) by Executive without Good Reason upon not less than 90 dayswritten notice and (ii) shall automatically terminate upon Executive’sdeath.  Upon any termination of Executive’semployment, Executive agrees to automatically resign, and is deemed to haveautomatically resigned from, all positions with the Company and its RelatedEntities, including as a member of the Board or the board of anysubsidiary.  In the event Executiveprovides notice of his intent to terminate his employment without Good Reason,the Company may place Executive on garden leave during all or a portion of the90-day notice period, which may entail, without limitation, relieving Executiveof his positions and/or duties with the Company and its Related Entities orpreventing Executive from performing his services at a Company location and anysuch actions shall not be a breach of this Agreement, be considered to be atermination of Executive without Cause or constitute an event of “Good Reason”.The Company shall continue to comply with its obligations under Section 3during any period of garden leave.

## (b)                                 Inthe event the Term and Executive’s employment is terminated by the Company forany reason other than Cause or Disability or voluntarily by Executive for GoodReason, in each case, outside the Protection Period, Executive shall beentitled to receive  (i) the amount ofExecutive’s Base Salary and expenses accrued with respect to the period priorto the date of termination of Executive’s employment, to the extent notpreviously paid; (ii) a lump sum cash payment in an amount equal to the greaterof (A) the sum of Executive’s annual Base Salary as of the day immediatelypreceding the date of such termination, and the average annual bonus (includingthe cash and equity component of such annual bonus) earned by Executive duringthe two most recently completed fiscal years of the Company (“Average Bonus”)and (B) the sum of the amount of Base Salary otherwise payable to Executivethrough the end of the Term and a pro rated portion of Executive’s AverageBonus based on the number of days that have elapsed as of Executive’s date oftermination during the relevant calendar year; and (iii) continued medicalcoverage at active employee rates for the longer of the remainder of the Termand one year from Executive’s date of termination or, if earlier, untilExecutive receives other employer-provided coverage.  In addition, any and all outstanding RSUspreviously granted to Executive as part of any annual bonus shall immediatelyvest.  Any amount payable or benefitprovided to Executive pursuant to this Section 5(b) (other than clause (i))shall be paid or provided to Executive only in the event that he executes anddoes not revoke a release of claims agreement substantially in the form attachedhereto as Exhibit A.

## (c)                                  Inthe event the Term and Executive’s employment is terminated (i) by the Companyfor Cause or (ii) voluntarily by Executive other than for Good Reason, (I) theCompany shall pay Executive the amount of Executive’s Base Salary and expensesaccrued with respect to the period prior to the date of termination ofExecutive’s employment, to the extent not previously paid, (II) all outstandingunexercised options, whether vested or unvested at the time of the termination,and all unvested RSUs will terminate immediately upon termination, and (III)the Company shall have no other or further obligation to Executive hereunder,including without limitation any obligation to make severance payments orpayments in respect of Discretionary Bonus.

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## (d)                                 Inthe event that Executive’s employment is terminated by reason of Executive’sdeath or Disability, the Company shall pay Executive (or his personalrepresentative as the case may be): (i) the amount of Executive’s Base Salaryand expenses accrued with respect to the period prior to the date oftermination of Executive’s employment, to the extent not previously paid; (ii)bonus for the prior year, if any, that the Company has declared that Executivehas earned but which has not yet paid; (iii) a lump sum cash payment equal to Executive’s annual bonus(including the cash and equity component of such annual bonus) from the prioryear based on the number of days of the current year Executive has beenemployed by the Company and the denominator of which is 365;  (iv) continued medical coverage atactive-employee rates for one year; and (v) the amount of any benefits as arepayable to Executive (or his personal representative) by reason of such deathor disability under the terms of any employee plan or insurance programmaintained by the Company and in which Executive was a participant. Inaddition, any and all outstanding RSUs previously granted to Executive as partof any annual bonus shall immediately vest. Any amount payable to Executive pursuant to clause (iii) and (iv) of this Section 5(d) shall bepaid to Executive only in the event that he (or his personal representative asthe case may be) executes a release of liability in favor of the Company in aform satisfactory to the Company.

## (e)                                  Inthe event the Term and Executive’s employment is terminated (x) by the Companyfor any reason other than Cause or (y) by Executive for Good Reason, in eachcase, within the one year period immediately following a Change in Control (the“Protection Period”), Executive shall be entitled to receive: the Stay Bonus,to the extent unpaid, and the benefits provided in Section 5(b); provided thatin lieu of, and not in addition to, the severance benefits specified Section5(b)(ii), Executive shall be entitled to receive a cash lump sum payment equalto the sum of (A) two multiplied by the amount of Executive’s annual BaseSalary as of the day immediately preceding the date of such termination and (B)a pro rated portion of Executive’s Average Bonus based on the number of daysthat have elapsed as of Executive’s date of termination during the relevantcalendar year.  Any amount payable orbenefit provided to Executive pursuant to this Section 5(d) (other than clause(i)) shall be paid or provided to Executive only in the event that he executesand does not revoke a release of claims agreement substantially in the formattached hereto as Exhibit A.

## (f)                                    Forpurposes of this Agreement:

### (i)                                     TheCEO, in the exercise of good faith and reasonable judgment, may terminate theTerm and Executive’s employment for “Cause” if, after giving Executive noticeand an opportunity to be heard by the CEO, the CEO determines that any of thefollowing has occurred:  (i) Executive’swillful and continued failure to substantially perform his material duties forthe Company (other than due to disability) following written notice specifyingsuch failure and the manner in which Executive may rectify such failure in thefuture, if rectifiable (it being understood that the manner in which Executivemay rectify such failure must be reasonable); (ii) Executive’s breach of anymaterial term of this Agreement that is not cured within 30 days of writtennotice from the Company; (iii) Executive’s engaging in willful, intentionalmisconduct (it being understood that good faith business judgments made byExecutive are not 

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### willful, intentional misconduct) that has resulted in damage to theCompany’s business or reputation; (iv) Executive having been indicted orconvicted of, or pleaded guilty or *nolocontendere* to, a felony or other crime of moral turpitude; (v)Executive having engaged in fraud against the Company or having intentionallymisappropriated Company property; (vi) Executive’s breach of any fiduciary dutyowed to the Company that has a detrimental effect on the Company’s reputationor business that is not cured within 30 days after written notice specifyingsuch breach of duty and the manner in which Executive may rectify such breachof duty in the future, if rectifiable (fraud or misappropriation not beingrectifiable), and Executive fails to rectify such breach of duty within 30 daysof written notice from the Company; (vii) a failure by Executive to comply withthe Company’s material employment policies and rules that is not cured within30 days of written notice from the Company, (viii) Executive’s obstructing orimpeding or failing to cooperate with any investigation authorized by the Boardor any governmental or self-regulatory entity, (ix) Executive being foundliable in any Securities and Exchange Commission or other civil or criminalsecurities law action or becoming subject to any cease and desist order withrespect to such action (regardless of whether Executive admits or deniesliability), or (x) Executive’s failure to maintain any and all licensesnecessary to the performance of the duties described in Section 1(a) above.

### (ii)                                 The Company mayterminate the term and Executive’s employment due to “Disability” in the eventany physical or mental illness, disability or impairment that, after reasonableaccommodation, prevents or may reasonably be expected to prevent Executive fromcontinuing the performance of Executive’s normal duties and responsibilitieshereunder for a period in excess of 180 consecutive days****orof 270 non-consecutive days within any 18 month period.

### (iii)                              Executive may terminatethe term and Executive’s employment for “Good Reason” in the event that withoutExecutive’s express prior written consent, the occurrence of any one or more ofthe following occurs: (i) a material diminution of Executive’s positions,titles, duties, or responsibilities from, or the assignment to Executive ofduties materially inconsistent with, those in effect on the date of theAgreement (for the avoidance of doubt, it is agreed that Executive ceasing to(x) have global oversight of the mergers and acquisition process, and (y) bethe global head of investor relations shall be a material diminution ofExecutive’s responsibilities); (ii) the Company’s requiring Executive to bebased at a location in excess of thirty-five (35) miles from the location ofExecutive’s principal job location or office as of the effective date of theAgreement, except for required travel on the Company’s business to an extentsubstantially consistent with Executive’s present business obligations; (iii) areduction by the Company of Executive’s Base Salary, (iv) the Company’s breachof any material terms of the Agreement; or (v) 

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### the failure of the Company to require assumption of the Agreement by asuccessor, except if such assumption would occur by operation of law.  Notwithstanding anything to the contrarycontained herein, “Good Reason” shall not be deemed to exist, and Executive maynot terminate his employment for Good Reason, unless (i) Executive has providedwritten notice to the Company of the existence of Good Reason within 90 days ofthe occurrence of the event purporting to constitute Good Reason, (ii) theCompany fails to cure such event within 30 days of receipt of such notice (itbeing understood that Executive ceasing to (x) have global oversight of themergers and acquisition process, and (y) be the global head of investorrelations is a circumstance which is not curable by the Company) and (iii)Executive terminates his employment within 5 days after the later of theCompany’s failure to cure such event or, if such termination occurs after aChange in Control, the expiration of the six-month period specified in Section3(f).

### (iv)                              The term  “Change in Control” shall mean:

#### (A)                              any “person” (as suchterm is used in Sections 3(a)(9) and 13(d) of the Exchange Act) or “group” (assuch term is used in Section 14(d)(2) of the Exchange Act) is or becomes a “beneficialowner” (as such term is used in Rule 13d-3 promulgated under the Exchange Act)of 50% or more of the Voting Stock of the Company other than pursuant to aCorporate Transaction (as defined below) that does not constitute a Change inControl under clause (E), below; provided that this clause (A) shall not applywith respect to a stockholder of the Company who beneficially owns more than25% of the Voting Stock of the Company on the effective date of the Agreement;

#### (B)                               all or substantially allof the assets or business of the Company are disposed of pursuant to a merger,consolidation or other transaction unless the stockholders of the Companyimmediately prior to such merger, consolidation or other transactionbeneficially own, directly or indirectly, in substantially the same proportionas they owned the Voting Stock of the Company, substantially all of the voting stockor other ownership interests of the entity or entities, if any, that succeed tothe business of the Company;

#### (C)                               a majority of the Boardconsists of individuals other than Incumbent Directors, which term means themembers of the Board on the effective date of the Agreement or, if any suchindividual is no longer a member of the Board, any successor to any suchindividual (or to any successor to any such individual) if the election ornomination for election of such individual or successor was supported by amajority of the directors who then comprised the Incumbent Directors;

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#### (D)                              the Company adopts anyplan of liquidation providing for the distribution of all or substantially allof its assets if such plan of liquidation will result in the winding-up of thebusiness of the Company; or

#### (E)                                the consummation of anymerger, consolidation or other similar corporate transaction (a “CorporateTransaction”) unless, immediately after such transaction, the stockholders ofthe Company immediately prior to the transaction own, directly or indirectly,in substantially the same proportion as they owned the Voting Stock of theCompany prior to such transaction, more than 50% of the Voting Stock of thecompany surviving such transaction or its ultimate parent company if suchsurviving company is a subsidiary of another entity (there being excluded fromthe number of shares held by such stockholders, but not from the Voting Stockof the combined company, any shares received by affiliates of such othercompany in exchange for stock of such other company).

For purposes of this Change in Control definition, “theCompany” shall include any entity that succeeds to all or substantially all ofthe business of the Company and “Voting Stock” shall mean securities of anyclass or classes having general voting power under ordinary circumstances, inthe absence of contingencies, to elect the directors of a corporation.

## (g)                                 Tothe extent required by Section 409A of the Code, any payment required to bemade to Executive under this Section 5 shall be deferred until the first day offirst month commencing after the six month anniversary of Executive’stermination of employment.  The Companyshall make a lump sum payment to Executive on or about such date in an amountequal to the aggregate payments that would have otherwise been paid toExecutive during such deferral period.

## (h)                                 Amountspayable to Executive pursuant to this Section 5 shall be in full and completesatisfaction of Executive’s rights under this Agreement and any other claims hemay have in respect of employment by the Company and its related Entities.

# **6.****                                      ParachutePayments.**

In the event any payments to Executive constitute “parachutepayments” within the meaning of Section 280G of the Internal Revenue Code of1986, as amended (the “Code”), and will be subject to an excise tax imposedpursuant to Section 4999 of the Code, Executive’s severance benefits will beprovided either in full or to such lesser extent which would result in noportion of such benefits being subject to such excise tax, whichever results inExecutive receiving the greatest amount of severance benefits on an after-taxbasis (notwithstanding that all or some portion of such benefits may be subjectto such excise tax).  In the eventExecutive’s severance benefits are required to be reduced, Executive may selectwhich portion(s) of his “excess parachute payments” benefits will be reduced oreliminated.

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# **7.****                                      NoConflicting Obligations; No Conflicting Agreements.**

Executive represents and warrants to the Company that(i) Executive is not a party to or subject to any other binding covenants,contracts, agreements, arrangements, employee manuals or other writingsregarding his employment with any third party, (ii) Executive has the abilityand the authority to enter into this Agreement, (iii) entering into andperforming under this Agreement will not violate any agreement betweenExecutive and any third party, and (iv) there exist no obligations to any thirdparty that will restrict Executive’s performance of his duties to the Companyunder this Agreement.

# **8.****                                      Notificationof New Employer.**

Prior to accepting any other employment during thePeriod of Restriction, Executive shall notify his potential new employer ofthose of his obligations which are continuing under this Agreement after thetermination thereof.

# **9.****                                      Notices.**

Any notice, request or other communication permittedor required by this Agreement shall be in writing and shall be deemed to havebeen given (i) immediately when personally delivered to the recipient (provideda written acknowledgment of receipt is obtained), (ii) five (5) days aftermailing by certified or registered mail, postage prepaid, return receiptrequested or (iii) two (2) days after being sent by a nationally recognizedovernight courier (provided that a written acknowledgment of receipt isobtained by the overnight courier), to the party concerned at the addressindicated below (or such other address as the recipient shall have specified byten (10) days’ advance written notice given in accordance with this Section 9).
|   | If to the Company: | GFI Group Inc.                           |
|--------|--------------------|------------------------------------------|
|   |               | 100 Wall Street                          |
|   |               | New York, NY 10005                       |
|   |               | Attn: Chief Executive Officer            |
|   |               |                                     |
|   | If to Executive:   | at the address on file with the Company. |

 

# **10.****                               Opportunityfor Review.**

EXECUTIVE ACKNOWLEDGES THAT HE HAS REVIEWED THISAGREEMENT CAREFULLY AND HAS HAD AMPLE OPPORTUNITY TO OBTAIN ADVICE AS TO THEMEANING OF THE TERMS, COVENANTS AND AGREEMENTS CONTAINED HEREIN FROM SUCHPROFESSIONAL ADVISORS AS EXECUTIVE HAS DEEMED APPROPRIATE OR NECESSARY.

# **11.****                               Indemnification.**

## (a)                                  Duringthe Term and thereafter, the Company shall provide Executive with coverageunder its current directors’ and officers’ liability policy to the same extentthat it provides such coverage to its other senior executives.  Subject to limitations imposed by law, the 

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## Company’s by-laws and the Company’s directors’and officers’ liability policy, the Company shall indemnify and hold harmlessExecutive to the fullest extent permitted by law from and against any and allclaims, damages, expenses (including attorneys’ fees), judgments, penalties,fines, settlements, and all other liabilities incurred or paid by him inconnection with the investigation, defense, prosecution, settlement or appealof any threatened, pending or completed action, suit or proceeding, whethercivil, criminal, administrative or investigative and to which Executive was oris a party or is threatened to be made a party by reason of the fact thatExecutive is or was an officer, employee or agent of the Company or any of itsaffiliates, or by reason of anything done or not done by Executive in any suchcapacity or capacities, provided that Executive acted in good faith, in amanner that was not grossly negligent and did not constitute willful misconductand, with respect to any criminal action or proceeding, had no reasonable causeto believe his conduct was unlawful.  TheCompany also shall pay any and all expenses (including attorneys’ fees)incurred by Executive as a result of Executive being called as a witness inconnection with any matter involving the Company and/or any of its officers ordirectors.

## (b)                                 TheCompany shall pay any expenses (including attorneys’ fees), judgments,penalties, fines, settlements,and other liabilities incurred by Executive in investigating, defending,settling or appealing any action, suit or proceedings described in this Section11 in advance of the final disposition of such action, suit or proceeding.  The Company shall promptly pay the amount ofsuch expenses to Executive, but in no event later than ten (10) days followingExecutive’s delivery to the Company of a written request for an advancepursuant to this Section 11, together with a reasonable accounting of suchexpenses.

## (c)                                  Executivehereby undertakes and agrees to repay to the Company any advances made pursuantto this Section 11 if and to the extent that it shall ultimately be found inthe final judicial decision that Executive is not entitled to be indemnified bythe Company for such amounts.  Inconnection with any advancement of expenses, Executive further agrees toexecute and deliver the Company’s customary form of undertaking to repay suchadvances if and to the extent that it shall ultimately be found in the finaljudicial decision that Executive is not entitled to be indemnified by theCompany for such amounts.

## (d)                                 TheCompany shall make the advances contemplated by this Section 11 regardless ofExecutive’s financial ability to make repayment, and regardless of whetherindemnification of the indemniteeby the Company will ultimately be required. Any advances and undertakings to repay pursuant to this Section 11 shallbe unsecured and interest free.

## (e)                                  Theprovisions of this Section 11 shall survive the termination of the  Term or expiration of the term of this Agreement.

## (f)                                    IfExecutive has any knowledge of any actual or threatened action, suit orproceeding, whether civil, criminal, administrative or investigative, as towhich Executive may request indemnity under this Section 11, Executive willgive the Company prompt written notice thereof; provided, that thefailure to give such notice shall not affect Executive’s right toindemnification.

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# **12.****                               General.**

## (a)                                  To the extentExecutive would be subject to the additional 20% tax imposed on certaindeferred compensation arrangements pursuant to Section 409A of the Code asa result of any provision of this Agreement, the Company agrees to cooperate withExecutive to execute any amendment to the provisions hereof reasonablynecessary to implement this Section 13(a) but only (i) to the minimum extentnecessary to avoid application of such tax and (ii) to the extent that theCompany would not, as a result, suffer any adverse consequences.  Notwithstanding the foregoing, the Companyshall not be responsible for any additional 20% tax imposed pursuant to CodeSection 409A, nor will the Company indemnify or otherwise reimburse Executivefor any liability incurred as a result of Code Section 409A.

## (b)                                 No waiver by theCompany of any breach of this Agreement will be a waiver of any preceding orsubsequent breach. No waiver by the Company of any right under this Agreementwill be construed as a waiver of any other right. The Company will not berequired to give notice to enforce strict adherence to all terms of thisAgreement.

## (c)                                  The captions andparagraph headings used in this Agreement are for convenience of referenceonly, and will not affect the construction or interpretation of this Agreementor any of the provisions hereof.

## (d)                                 This Agreement shallbe governed by, and construed and enforced in accordance with, the internallaws of the State of New York without regard to their conflicts of lawprovisions.  Each of the parties heretoacknowledges that service of process in any proceeding before a court of lawarising out of or in connection with this Agreement may be made by delivery ofa copy thereof in accordance with the notice provisions of Section 10 of thisAgreement.

## (e)                                  Exceptfor an action described in Section 4(d) or as required by the rules andregulations of the National Association of Securities Dealers, the partieshereby agree that all claims, disputes or controversies arising under thisAgreement or otherwise concerning in any way Executive’s employment (“Claims”),including, without limitation, Claims for wages or salary, severance or othercompensation; Claims for breach of any contract or covenant (express orimplied); tort Claims; Claims for any type of discrimination including, withoutlimitation, race, sex, religion, national origin, age, marital status ordisability; Claims for benefits (except where any applicable employee benefitor pension plan specifies a different procedure for resolving such Claims) andClaims for violation of any federal, state or other governmental law, statute,regulation, rule or ordinance (but excluding Claims for worker’s compensationor unemployment benefits), shall be resolved only in the courts of the State ofNew York sitting in the County of New York or the United States District Courtfor the Southern District of New York and the appellate courts havingjurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing(but subject to Section 4(d) and the rules and regulations promulgated by theNational Association of Securities Dealers), each of the parties heretoirrevocably and unconditionally (a) submits for himself or itself in any Claim,or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”),to the exclusive jurisdiction of the courts of the State of New York sitting inthe Count of New York, the court of the United States of America for theSouthern District of New York, and appellate courts having jurisdiction ofappeals from any of the foregoing, and agrees that all claims in respect of anysuch Claim shall be heard and determined in such New York State court or, tothe 

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## extent permitted by law, in such federal court; (b) consents that anysuch Claim may and shall be brought in such courts and waives any objectionthat he or it may now or thereafter have to the venue or jurisdiction of anysuch Claim in any such court or that such Claim was brought in an inconvenientcourt and agrees not to plead or claim the same; (c) waives all right to trialby jury in any Claim (whether based on contract, tort or otherwise) arising outof or relating to this Agreement or Executive’s employment by the Company orany Related Entity, or his or its performance under or the enforcement of thisAgreement; (d) agrees that service of process in any such Claim may be effectedby mailing a copy of such process by registered or certified mail (or anysubstantially similar form of mail), postage prepaid, to such party at his orits address as provided in Section 9; and (e) agrees that nothing in thisAgreement shall affect the right to effect service of process in any othermanner permitted by the laws of the State of New York.

## (f)                                    Executive agrees that, during the Term, for(1) year thereafter and, if longer, during the pendancy of any litigation orother proceeding or other proceeding, (i) Executive shall not communicate withanyone (other than Executive’s attorneys and tax and/or financial advisors andexcept to the extent Executive determines in good faith is necessary in theperformance of Executive’s duties hereunder) with respect to the facts orsubject matter of any pending or potential litigation, or regulatory oradministrative proceeding involving the Company or any of its affiliates, otherthan any litigation or other proceeding in which Executive is aparty-in-opposition, without giving prior notice to the Company or the Company’scounsel, and (ii) in the event that any other party attempts to obtaininformation or documents from Executive (other than in connection with anylitigation or other proceeding in which Executive is a party-in-opposition)with respect to matters Executive believes in good faith are related to suchlitigation or other proceeding, Executive shall promptly so notify the Company’scounsel.  Executive agrees to cooperate,in a reasonable and appropriate manner, with the Company and its attorneys,both during and after the termination of Executive’s employment, in connectionwith any litigation or other proceeding arising out of or relating to mattersin which Executive was involved prior to the termination of Executive’semployment to the extent the Company pays all expenses Executive incurs inconnection with such cooperation and to the extent such cooperation does notunduly interfere (as determined by Executive reasonably and in good faith) withExecutive’s personal or professional schedule.

## (g)                                 This Agreement may beassigned by the Company without Executive’s consent to an affiliated entity ofthe Company, including any survivor entity or other successor in interest, butno such assignment shall relieve the Company of its full responsibilitieshereunder, or to a successor in interest to the assets and business of the Company.  Executive may not assign his rights orobligations under this Agreement without the written consent of theCompany.  This Agreement will be bindingupon and will inure to the benefit of the parties hereto and their respectiveheirs, executors, administrators, personal representatives, successors andpermitted assigns.

## (h)                                 This Agreement may beexecuted in counterparts, each of which will be deemed to be an originalhereof, but all of which together will constitute one and the same instrument.

## (i)                                     This Agreementconstitutes the sole and entire agreement and understanding between the partieshereto as to the subject matter hereof, and supersedes all prior discussions,agreements and understandings of every kind and nature between them as to suchsubject matter; 

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## provided that, for the sake of clarity, this Agreement (other than theprovisions of this Agreement providing for the acceleration of vesting of RSUs)shall not supersede any agreement entered into with respect to any outstandingRSUs granted to Executive prior to the date hereof.

## (j)                                     This Agreement isintended for the sole and exclusive benefit of the parties hereto and theirrespective heirs, executors, administrators, personal representatives,successors and permitted assigns, and no other person or entity will have anyright to rely on this Agreement or to claim or derive any benefit herefromabsent the express written consent of the party to be charged with suchreliance or benefit.

## (k)                                  If any provision ofthis Agreement is held invalid or unenforceable, either in its entirety or byvirtue of its scope or application to given circumstances, such provision willthereupon be deemed modified only to the extent necessary to render same valid,or not applicable to given circumstances, or excised from this Agreement, asthe situation may require; and this Agreement will be construed and enforced asif such provision had been included herein as so modified in scope orapplication, or had not been included herein, as the case may be.

## (l)                                     The provisions ofSection 4, 5, 9, 11 and 12 of this Agreement will survive the termination ofExecutive’s employment in accordance with their terms.  The provisions of Sections 4 and 11 of thisAgreement will survive expiration of this Agreement as a result of the givingof a Notice of Non Renewal by either party and will continue to apply inaccordance with their terms unless and until the parties provide otherwise in awritten agreement executed by both parties.

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IN WITNESS THEREOF, the parties have executed and deliveredthis Agreement as of the date first written above.
|            | **GFI  Group Inc.**             |
|------------|---------------------------------|
| ** ** |
| ** ** |
|       | By:                             |   |   |
|       | Name:                           |   |   |
|       | Title:                          |   |   |
|       |                            |
|       |                            |
|       | Executive                       |
|       |
|       |
|       |                            |   |
|       | Name: Christopher  J. Giancarlo |
|            |                                 |  |  |  |  |

 

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**EXHIBITA**

**Form ofRelease**

THIS RELEASE (this “Release”)is made as of this   th dayof          , 200 , by andbetween [Name] (the “Company”), and [Name]  (“Executive”).

**PRELIMINARYRECITALS**

A.                                   Executive’semployment with the Company has terminated.

B.                                     [Executiveand the Company are parties to an Employment Agreement, dated as of               (the “Agreement”)].

**AGREEMENT**

In consideration of thepayments due Executive under the Agreement, and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereto agree as follows:

1.                                       Executive,intending to be legally bound, does hereby, on behalf of himself and hisagents, representatives, attorneys, assigns, heirs, executors andadministrators (collectively, the “Executive Parties”) REMISE, RELEASEAND FOREVER DISCHARGE the Company, its affiliates, subsidiaries, parents, jointventures, and its and their officers, directors, shareholders, members, andmanagers, and its and their respective successors and assigns, heirs,executors, and administrators (collectively, the “Company Parties”) fromall causes of action, suits, debts, claims and demands whatsoever in law or inequity, which Executive or any of the Executive Parties ever had, now has, orhereafter may have, by reason of any matter, cause or thing whatsoever, fromthe beginning of Executive’s initial dealings with the Company to the date ofthis Release, and particularly, but without limitation of the foregoing generalterms, any claims arising from or relating in any way to Executive’s employmentrelationship with Company, the terms and conditions of that employmentrelationship, and the termination of that employment relationship, including,but not limited to, any claims arising under the Age Discrimination inEmployment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”), Title VII of TheCivil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the CivilRights Act of 1966, 42 U.S.C. §1981, the Civil Rights Act of 1991, Pub. L. No.102-166, the Americans with Disabilities Act, 

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42 U.S.C. §12101 et seq., the Age Discrimination inEmployment Act, as amended, 29 U.S.C. §621 et seq., the Fair Labor StandardsAct, 29 U.S.C. §201 et seq., the National Labor Relations Act, 29 U.S.C. §151et seq., and any other claims under any federal, state or local common law,statutory, or regulatory provision, now or hereafter recognized, but notincluding such claims to payments and other rights provided Executive under theAgreement.  This Release is effective withoutregard to the legal nature of the claims raised and without regard to whetherany such claims are based upon tort, equity, implied or express contract ordiscrimination of any sort.  Except asspecifically provided herein, it is expressly understood and agreed that thisRelease shall operate as a clear and unequivocal waiver by Executive of anyclaim for accrued or unpaid wages, benefits or any other type of payment.

2.                                       Executiveexpressly waives all rights afforded by any statute which limits the effect ofa release with respect to unknown claims. Executive understands the significance of his release of unknown claimsand his waiver of statutory protection against a release of unknown claims.

3.                                       Executiveagrees that he will not be entitled to or accept any benefit from any claim orproceeding within the scope of this Release that is filed or instigated by himor on his behalf with any agency, court or other government entity.

4.                                       Theparties agree and acknowledge that the Agreement, and the settlement andtermination of any asserted or unasserted claims against the Company and theCompany Parties pursuant to this Release, are not and shall not be construed tobe an admission of any violation of any federal, state or local statute orregulation, or of any duty owed by the Company or any of the Company Parties toExecutive.

5.                                       Executivecertifies and acknowledges as follows:

(a)                                  Thathe has read the terms of this Release, and that he understands its terms andeffects, including the fact that he has agreed to RELEASE AND FOREVER DISCHARGEthe Company and all Company Parties from any legal action or other liability ofany type related in any way to the matters released pursuant to this Releaseother than as provided in the Agreement and in this Release;

(b)                                 Thathe has signed this Release voluntarily and knowingly in exchange for theconsideration described herein, which he acknowledges is adequate andsatisfactory to him and which he acknowledges is in addition to any otherbenefits to which he is otherwise entitled;

(c)                                  Thathe has been and is hereby advised in writing to consult with an attorney priorto signing this Release;

(d)                                 Thathe does not waive rights or claims that may arise after the date this Releaseis executed or those claims arising under the Agreement with respect topayments and other rights due Executive on the date of, or during the periodfollowing, the termination of his Employment;

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(e)                                  Thatthe Company has provided him with adequate opportunity, including a period oftwenty-one (21) days from the initial receipt of this Release and all othertime periods required by applicable law, within which to consider this Release(it being understood by Executive that Executive may execute this Release lessthan 21 days from its receipt from the Company, but agrees that such executionwill represent his knowing waiver of such 21-day consideration period), and hehas been advised by the Company to consult with counsel in respect thereof;

(f)                                    Thathe has seven (7) calendar days after signing this Release within which torescind, in a writing delivered to the Company, the portion of this Releaserelated to claims arising under ADEA or any other claim arising under any otherfederal, state or local that requires extension of this revocation right as acondition to the valid release and waiver of such claim; and

(g)                                 Thatat no time prior to or contemporaneous with his execution of this Release hashe filed or caused or knowingly permitted the filing or maintenance, in anystate, federal or foreign court, or before any local, state, federal or foreignadministrative agency or other tribunal, any charge, claim or action of anykind, nature and character whatsoever (“Claim”), known or unknown,suspected or unsuspected, which he may now have or has ever had against theCompany Parties which is based in whole or in part on any matter referred to inSection 1 above; and, subject to the Company’s performance under this Release,to the maximum extent permitted by law, Executive is prohibited from filing ormaintaining, or causing or knowingly permitting the filing or maintaining, ofany such Claim in any such forum. Executive hereby grants the Company his perpetual and irrevocable powerof attorney with full right, power and authority to take all actions necessary todismiss or discharge any such Claim.  Executive further covenants and agrees that hewill not encourage any person or entity, including but not limited to anycurrent or former employee, officer, director or stockholder of the Company, toinstitute any Claim against the Company Parties or any of them, and that exceptas expressly permitted by law or administrative policy or as required bylegally enforceable order he will not aid or assist any such person or entityin prosecuting such Claim.

6.                                       TheCompany (meaning, solely for this purpose, the Company’s directors andexecutive officers and other individuals authorized to make officialcommunications on the Company’s behalf) will not disparage Executive orExecutive’s performance or otherwise take any action which could reasonably beexpected to adversely affect Executive’s personal or professionalreputation.  Similarly, Executive willnot disparage any Company Party or otherwise take any action which couldreasonably be expected to adversely affect the personal or professional reputationof any Company Party.

7.                                       Miscellaneous

(a)                                  ThisRelease and the Agreement, and any other documents expressly referencedtherein, constitute the complete and entire agreement and understanding ofExecutive and the Company with respect to the subject matter hereof, andsupersedes in its entirety any and all prior understandings, commitments,obligations and/or agreements, whether written or oral, with respect thereto;it being understood and agreed that this Release 

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and including the mutualcovenants, agreements, acknowledgments and affirmations contained herein, isintended to constitute a complete settlement and resolution of all matters setforth in Section 1 hereof.

(b)                                 TheCompany Parties are intended third-party beneficiaries of this Release, andthis Release may be enforced by each of them in accordance with the termshereof in respect of the rights granted to such Company Parties hereunder.  Except and to the extent set forth in thepreceding two sentences, this Release is not intended for the benefit of anyPerson other than the parties hereto, and no such other person or entity shallbe deemed to be a third party beneficiary hereof.  Without limiting the generality of theforegoing, it is not the intention of the Company to establish any policy,procedure, course of dealing or plan of general application for the benefit ofor otherwise in respect of any other employee, officer, director orstockholder, irrespective of any similarity between any contract, agreement,commitment or understanding between the Company and such other employee,officer, director or stockholder, on the one hand, and any contract, agreement,commitment or understanding between the Company and Executive, on the otherhand, and irrespective of any similarity in facts or circumstances involvingsuch other employee, officer, director or stockholder, on the one hand, andExecutive, on the other hand.

(c)                                  Theinvalidity or unenforceability of any provision of this Release shall notaffect the validity or enforceability of any other provision of this Release,which shall otherwise remain in full force and effect.

(d)                                 ThisRelease may be executed in separate counterparts, each of which shall be deemedto be an original and all of which taken together shall constitute one and thesame agreement.

(e)                                  Theobligations of each of the Company and Executive hereunder shall be bindingupon their respective successors and assigns. The rights of each of the Company and Executive and the rights of theCompany Parties shall inure to the benefit of, and be enforceable by, any ofthe Company’s, Executive’s and the Company Parties’ respective successors andassigns.  The Company may assign allrights and obligations of this Release to any successor in interest to theassets of the Company.

(f)                                    Noamendment to or waiver of this Release or any of its terms shall be bindingupon any party hereto unless consented to in writing by such party.

(g)                                 **ALL ISSUESAND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT ANDINTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANYCHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OFDELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWOF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.**

*   *  *   *   *

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Intending to be legallybound hereby, Executive and the Company have executed this Release as of thedate first written above.
|        | [NAME] |
|--------|--------|
|   |   |
|   |   |
|   | By:    |   |   |
|   |   |
|   | Name:  |
|   |   |
|   | Title: |

 

**READCAREFULLY BEFORE SIGNING**

I have read this Releaseand have been given adequate opportunity,****including21 days from my initial receipt of this Release, to review this Release and toconsult legal counsel prior to my signing of this Release.  I understand that by executing this Release Iwill relinquish certain rights or demands I may have against the CompanyParties or any of them.
|          |   |
|----------|--------|
|     |   |   |
|     |   |
|     | [Name] |
|     |   |
|     |   |
| Witness: |   |

 

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