Exhibit
10.27


 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


THIS AMENDMENT, dated as of
May 4, 2004, between Archipelago Holdings, L.L.C., a Delaware
limited liability company having its principal executive offices in Chicago,
Illinois (including any successor thereto, the “Company”), and Gerald D. Putnam
(the “Executive”) amends the Employment Agreement between the Company and the
Executive dated as of December
19, 2001 (the “Employment Agreement”).


 


IT IS HEREBY AGREED AS
FOLLOWS:


 


1.             The following sentence shall be added after
the first sentence of Section 2(b)(i) of the Employment Agreement:


 


Effective as of January 1,
2004, the Annual Base Salary shall be $750,000.


 


2.             The following clause shall be inserted prior
to the period at the end of the first sentence of Section 2(b)(ii) of the
Employment Agreement:


 


,
provided, however, that starting with the 2004 calendar year and all succeeding
years during the Employment Period, the Annual Bonus will have a target level
of not less than 200% of Annual Base Salary


 


3.             Section 2(b)(iii) of the Employment Agreement
is hereby revised to read in its entirety as follows:


 


Equity-Based and Other Long-Term
Compensation. 
At the time of the Company’s initial public offering of the Company’s
stock, the Executive will, provided that he is still the Chief Executive
Officer of the Company at such time, be awarded stock options under the
Company’s stock option plan to purchase 750,000 shares of the Company’s stock
(which number shall be adjusted based upon the ratio applicable to the conversion
of the Company’s shares at the time of the initial public offering, such
adjustment currently expected to result in an option to purchase 166,650 shares
based on an anticipated conversion ratio of .2222 shares for each pre-offering
share), at an exercise price equal to the public offering price in such initial
public offering, that will vest in equal installments of 25% on the first,
second, third and fourth anniversaries of the initial public offering and that
will be subject to the other terms and conditions specified in such stock
option plan and the applicable award agreement, which terms shall incorporate
the provisions of this Agreement.  In
addition, to the foregoing, the Executive shall receive awards of stock options
or other equity-based, long-term incentive or similar compensation under the
Company’s stock option, stock incentive or similar plans or programs on an
annual basis consistent with the timing, levels and other terms and conditions
of such awards made to other senior executives of the Company. Such awards will
be subject to the terms and conditions specified in such plan or program and
the applicable award agreement, which terms shall incorporate the provisions of
this Agreement.


 

















 


4.             A new
Section 11 (i) shall be added to the Employment Agreement:


 


(i)            In the
event any term of this Agreement is more favorable to Executive than the
corresponding terms of any Company plan in which Executive participates or of
any agreement applicable to any option, equity-based or other award granted to
Executive by the Company, then the terms of this Agreement shall govern and the
benefit under each such Company plan and Executive’s rights and benefits under
each such award shall be determined in accordance with the terms of this
Agreement. For the avoidance of any doubt, in the event of the termination of
Executive’s employment under circumstances described in Section 4(a), the
provisions of Section 4(a)(iii) shall apply to each stock option and to each
equity award whenever granted to the Executive and Executive will be subject to
a right of recapture provision in an stock option, equity or incentive award
granted to him which arises upon a breach of restrictive covenants or other
detrimental activity only in the event Executive’s willful and material breach
of Section 8(a), 8(b) or 8(c) of this Agreement.


 


The
terms of the Employment Agreement not hereby amended shall be and remain in
full force and effect, and are not affected by this Amendment.


 


IN
WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and,
pursuant to the authorization from its Board of Managers, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.


 


	
   

  	
  /s/ Gerald Putnam

  	
   

  
	
   

  	
  Gerald D. Putnam

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Archipelago Holdings, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Crueger

  	
   

  
	
   

  	
  Name:  William Cruger

  
	
   

  	
  Title:  Chairman of
  Compensation Committee

  
					



 


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