Amendment No. 1 to January 1, 2005 Executive Agreement


    Exhibit
      10.1

     

    
      Amendment
        No. 1 To

      January
        1, 2005 Executive Agreement

      


      This
        first amendment (the “Amendment”) to the January 1, 2005 Executive Agreement
        (the “Agreement”) is executed effective as of February 23, 2006 by and between
        NYFIX, INC. a Delaware corporation with its principal office at 333 Ludlow
        Street, Stamford, CT 06902, and Jay Shaffer, residing at [Home Address omitted]
        (hereinafter “Executive”). 

      


      
        	 	
                1.

              	
                Section
                  3 is deleted in its entirety and replaced with the
                  following:

              


      

      


      “3.     Term
        of Employment. 

      


      The
        period of Executive’s employment under this Agreement shall be deemed to have
        commenced as of January 1, 2005 and shall continue through, and including
        the
        earliest to occur of: 

       

      a.    June
        30,
        2006;

       

      b.    the
        date
        on which Executive dies; and 

       

      c.    the
        date
        on which either the Company or Executive terminates Executive’s employment for
        any reason (the “Termination Date”).”
        

       

      
        	 	
                2.

              	
                Section
                  19 is deleted in its entirety and replaced with the
                  following:

              


      

      


      “19.   Termination.

      


      a.    This
        Agreement may be terminated by the Company for any reason upon ten (10) days’
prior written notice.

       

      b.    The
        Company shall have Cause for termination where one or more of the following
        exists: 

       

      i.    a
        material breach by the Executive of any of the terms of this
        Agreement;

       

      ii.   Executive
        is engaging or has engaged in conduct materially injurious to the Company,
        its
        subsidiaries, its affiliates, customers or suppliers; and

       

      iii.   Executive
        is engaging or has engaged in any act which would constitute a felony under
        federal or state law.

       

      c.    The
        Executive shall have Good Reason for terminating his employment with the
        Company
        under this Agreement if one or more of the following occurs: 

       

      
        
           

          First
            Amendment to January 1, 2005

          Executive
            Agreement

          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      i.    
layoff
        or
        involuntary termination of the Executive’s employment, except in connection with
        the termination of the Executive’s employment as a result of termination for
        Cause, or of the Executive’s mental or physical disability (“Disability”) or
        death;

       

      ii.    material
        breach of Company’s obligations hereunder, provided that Executive shall have
        given reasonably specific written notice thereof to Company, and Company
        shall
        have failed to remedy the circumstances within ten (10) business days
        thereafter; or

       

      iii.   any
        decrease in Executive’s salary as it may have increased during the term of this
        Agreement, except for decreases that are in conjunction with decreases in
        executive salaries by the Company generally.

       

      
        	 	
                d.

              	
                Notwithstanding
                  the foregoing, no action by the Company shall give rise to a Good
                  Reason
                  if it results from the Executive’s termination for Cause or from
                  Executive’s Death, and no action by the Company specified in paragraphs
                  (c)((i) through(iii) of this section shall give rise to a Good
                  Reason if
                  it results from the Executive’s
                  Disability.

              


      

       

      
        	 	
                e.

              	
                Severance.
                  Where the Company terminates Executive’s employment for Cause, Executive
                  shall not receive any payment, other than earned and unpaid base
                  salary,
                  vacation and bonuses to the date of termination and shall not receive
                  any
                  medical or dental benefits payable by the Company. Where prior
                  to June 30,
                  2006 the Company terminates Executive’s employment other than for Cause or
                  Executive terminates his employment with Good Reason, Executive
                  shall
                  receive, in addition to his earned and unpaid base salary, vacation
                  and
                  bonuses to the date of termination: (i) Base Salary by salary continuation
                  from the date of termination to June 30, 2006; and (ii) three months
                  of
                  Base Salary by salary continuation from July 1, 2006 through September
                  30,
                  2006. Where termination of Executive’s employment is caused by his Death
                  or Disability, Executive shall not receive any payment, other than
                  earned
                  and unpaid base salary, vacation and bonuses to the date of termination
                  and shall not receive any medical or dental benefits payable by
                  the
                  Company. Where the Executive’s employment terminates as a result of the
                  expiration of this Agreement by its terms on June 30, 2006, Executive
                  shall receive, in addition to his earned and unpaid base salary,
                  vacation
                  and bonuses to the date of termination, three months of Base Salary
                  by
                  salary continuation through September 30, 2006. Where (i) prior
                  to June
                  30, 2006, the Company terminates Executive’s employment other than for
                  Cause or Executive terminates his employment for Good Reason, or
                  (ii)
                  Executive’s employment terminates as a result of the Agreement expiring by
                  its terms on June 30, 2006; Executive shall also receive continuation
                  of
                  medical and dental benefits for up to three months after June 30,
                  2006 (
                  plus the period from termination through June 30, 2006 where prior
                  to June
                  30, 2006 the Company terminates Executive’s employment other than for
                  Cause or Executive terminates his employment with Good Reason),
                  payable by
                  the Company, provided that the Executive is not eligible for insurance
                  in

              


      

       

      
        
          First
            Amendment to January 1, 2005

          Executive
            Agreement

          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      connection
        with his next employer. 

       

      
        	 	
                f.

              	
                Executive
                  must provide a Notice of Termination to the Company that he is
                  intending
                  to terminate his employment prior to June 30, 2006, for Good Reason,
                  within thirty (30) days after Executive has actual knowledge of
                  the
                  occurrence of the latest event he believes constitutes Good Reason,
                  which
                  termination notice shall specify a Termination Date within thirty
                  (30)
                  days after the date of such notice. Executive’s right to terminate
                  Executive’s employment hereunder for Good Reason shall not be affected by
                  Executive’s subsequent Disability provided that the notice of intention to
                  terminate is given prior to the onset of such Disability. Subject
                  to
                  compliance by Executive with the notice provisions of this Section
                  10,
                  Executive’s continued employment prior to terminating employment for Good
                  Reason shall not constitute consent to, or a waiver of rights with
                  respect
                  to, any act or failure to act constituting Good Reason. In the
                  event
                  Executive delivers to the Company a Notice of Termination for Good
                  Reason,
                  upon request of the Board, Executive agrees to appear before a
                  meeting of
                  the Board called and held for such purpose (after reasonable notice)
                  and
                  specify to the Board the particulars as to why Executive believes
                  adequate
                  grounds for termination for Good Reason exist. No action by the
                  Board,
                  other than the remedy of the circumstances within the time periods
                  specified in this Section 10, shall be binding on
                  Executive.

              


      

       

      
        	 	
                g.

              	
                Termination
                  by Executive without Good Reason prior to June 30, 2006. In the
                  event
                  Executive’s employment is voluntarily terminated by Executive without Good
                  Reason (and Executive may terminate this Agreement without Good
                  Reason
                  upon thirty (30) days prior notice), Company shall not be obligated
                  to
                  make any payments, other than earned and unpaid Base Salary, vacation
                  and
                  bonuses to the date of termination, to or on behalf of Executive
                  hereunder. 

              


      

       

      
        	 	
                h.

              	
                Simultaneously
                  with receipt of severance payment described in 19(e), Executive
                  will
                  execute a release in a form satisfactory to the Company and the
                  Executive.”

              


      

       

      
        	 	
                3.

              	
                All
                  other provisions of the Agreement remain in full force and
                  effect.

              


      

      


      
        	
                NYFIX,
                  INC.

              	 	
                EXECUTIVE

              
	
                By:

              	
                /s/
                  Brian Bellardo

              	 	
                /s/
                  Jay Shaffer

              
	 	
                Authorized
                  Signature

                 

              	 	
                Jay
                  Shaffer

              
	 	
                Brian
                  Bellardo

              	 	
                [Print
                  Name]

              
	
                Its:

              	
                Secretary

              	 	 


      

       

      
        
          
            First
              Amendment to January 1, 2005

            Executive
              Agreement

          

        

        
          3