Separation Agreement and General Release


    Exhibit
      10.2

     

    
      SEPARATION
        AGREEMENT AND GENERAL RELEASE

      


      This
        Separation Agreement and General Release (the “Agreement”), dated as of February
        17th, 2006, is entered into by and between NYFIX, Inc., a New York Corporation
        with offices at 100 Wall Street, 26th
        Floor,
        New York NY 10005
        (the “Company”) and Keith R. Jamaitis, (the “Executive”). Each of the Company
        and the Executive shall be referred to herein as a “Party;” or, taken together,
        the “Parties.” In consideration of the mutual promises and agreements contained
        herein and for other good, valuable, and received consideration, Executive
        and
        the Company agree as follows:

      


      1.    Executive’s
        last day of employment with the Company is December 31, 2005 (the “Effective
        Date”). As of December 31, 2005, Executive has relinquished all responsibilities
        and positions he holds as of that date as an officer or director of NYFIX,
        Inc.
        and all of its subsidiaries. 

      


      2.    (a) Company
        officials have informed Executive regarding the benefits Executive has a
        right
        to receive upon the termination of employment from the Company, as described
        in
        the attached separation letter, and explained to Executive that in addition
        to
        those benefits, the Company will give Executive certain severance benefits
        outlined in this Agreement (“Severance Benefits”) if, and only if, Executive
        signs this Agreement and complies with its terms. Executive understands that
        Executive is not entitled to the Severance Benefits except under this
        Agreement.

      


      (b)    Executive
        acknowledges and agrees that he has 90 days from December 31, 2005 to exercise
        any options validly granted to Executive under the NYFIX, Inc. 2001 Stock
        Option
        Plan or the NYFIX, Inc. or the Amended and Restated 1991 Incentive and
        Nonqualified Stock Option Plan that were vested as of December 31, 2005,
        as
        reflected in the Statement attached as Exhibit A, and that such exercise
        shall
        be in accordance with the procedures attached as Exhibit B.  

       

      (c)    In
        consideration of Executive signing this Agreement and in exchange for the
        promises, covenants, and waivers set forth herein (and without any other
        legal
        obligation to do so), the Company agrees to: (i) pay Executive One hundred
        and
        ninety three thousand eight hundred and forty six dollars and fifteen cents
        ($193,846.15), which is equal to 32 weeks’ salary, which would not otherwise be
        paid, minus required and authorized withholding deductions; and (ii) provide
        continuation, paid for by NYFIX, Inc. for 32 weeks, which is the period of
        time
        equal to the total number of weeks payable as the severance amounts described
        in
        subsection (i) above, of group medical and dental benefits under the provisions
        of the Consolidated Omnibus Budget Reconciliation Act (COBRA) of 1985. Following
        the 32-week period, Executive may continue health insurance coverage until
        the
        end of the COBRA period by paying the monthly insurance premium in full each
        month, provided that Executive meets all applicable eligibility
        requirements.

       

      3.    (a) In
        consideration of the payment and benefits described in this Agreement, the
        covenants and agreements included herein, and for other good and valuable
        consideration, Executive, on behalf of Executive and Executive’s heirs,
        administrators, representatives, executors, successors, and assigns, hereby
        expressly and irrevocably waives, releases, acquits and forever discharges
        the
        Company and
        its
        current and former parent companies, affiliates, subsidiaries, divisions
        and
        related entities and the current and former Executives,
        executives, managers, officers, directors, owners, shareholders, investors,
        representatives, administrators, fiduciaries, agents, attorneys, insurers,
        successors and assigns of each of them and Executive benefit programs of
        any of
        them (and the trustees, administrators, fiduciaries and insurers of any such
        programs) and any other person acting by, through, under, or in concert with
        any
        of the aforementioned persons or entities (collectively, the “Company Released
        Parties”) from
        all
        debts, obligations, promises, covenants, agreements, contracts, endorsements,
        bonds, controversies, suits, actions, causes of action, counterclaims,
        crossclaims, 

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      judgments,
        damages, expenses, claims or demands, in law or equity, which Executive ever
        had, now has, or which may arise in the future, regarding any matter arising
        on
        or before the date of Executive’s execution of this Agreement, including but not
        limited to all claims (whether known or unknown) regarding Executive’s
        employment with or termination of employment from the Company or any current
        or
        former subsidiary or affiliate of the Company, all claims based on any contract
        (express or implied, including any employment agreement between the Company
        and
        Executive), fraud, misrepresentation, stock fraud, defamation, wrongful
        termination, estoppel, retaliation, intellectual property, personal injury,
        spoliation of evidence, emotional distress, public policy, wage and hour
        law,
        statute or common law, claims for severance pay, claims related to stock
        options, whether stock option grants, stock option exercises (or non-exercises)
        or otherwise, health benefits and/or fringe benefits, claims for attorneys’
fees, vacation pay, sick pay or bonuses, debts, accounts, any benefit plan,
        any
        claim for equitable relief or recovery of punitive, compensatory, or other
        damages or monies, attorneys’ fees, any tort, all claims arising under any
        federal, state or local statute, law, rule, regulation or ordinance, all
        claims
        for alleged discrimination based upon any protected category, including race,
        color, sex, age, religion, sexual orientation, disability or national origin,
        including any claim, asserted or unasserted, which could arise under Title
        VII
        of the Civil Rights Act of 1964; the Age Discrimination in Employment Act
        of
        1967; the Americans with Disabilities Act of 1990; the Executive Retirement
        Income Security Act of 1974; the Family and Medical Leave Act of 1993; the
        Civil
        Rights Act of 1991; the Fair Labor Standards Act; the New York State Human
        Rights Law; the New York City Human Rights Law; the Connecticut Fair Employment
        Practices Act; or any other federal, state or local statute, law, rule,
        regulation or ordinance of any kind. Executive does not waive or release:
        (i)
        any claim regarding any matter arising after the execution of this Agreement;
        (ii) any claim Executive may have against any employee benefit and/or pension
        plan or funds for accrued and vested benefits under any Company employee
        benefit
        plan or vested stock options; or (iii) any claim that Executive may have
        for
        defense and indemnification under the terms of the Company by-laws or insurance
        policies (including Directors & Officers policies) with respect to actions
        or conduct that occurred on or before the Effective Date, regardless of whether
        the Executive makes the claim before or after the Effective Date, provided
        that
        the Executive makes any such claim in a timely manner. 

      


      (b)    Except
        as
        otherwise provided in paragraph 20 of this Agreement, Executive hereby
        represents and agrees that Executive has not filed any lawsuit against the
        Company or any other Company Released Party or filed or caused to be filed
        any
        charge or complaint against the Company or any other Company Released Party
        with
        any municipal, state, or federal agency charged with the enforcement of any
        law.
        Except as otherwise provided in paragraph 20 of this Agreement, Executive
        also
        agrees, to the extent consistent with applicable law,
        not
        to initiate any legal action, charge, or complaint against the Company or
        any
        other Company Released Party in any forum whatsoever in connection with the
        claims released by Executive in this Agreement. In addition, to the extent
        any
        such action may be brought, Executive expressly waives any claim to any form
        of
        monetary or other damages, or any other form of recovery or relief in connection
        with any such action, or in connection with any action brought by a third
        party.

       

      (c)    The
        Company hereby waives, releases and discharges Executive from any claims
        it may
        have against him, whether known or unknown, which the Company ever had, now
        has
        or which may arise in the future regarding any matter arising on or before
        the
        date of execution of this Agreement, including but not limited to all claims,
        whether known or unknown, regarding Executive’s employment with or termination
        of employment from the Company or any current or former subsidiary or affiliate
        of the Company, except the Company does not waive or release: (i) any claim
        regarding any matter arising after the execution of this Agreement; (ii)
        any
        claim regarding any act of Executive that would constitute a criminal act
        under
        state or federal law; or (iii) any claim regarding any willful misconduct
        or
        gross negligence on the part of the Executive materially injurious to the
        Company, any 

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      of
        its
        subsidiaries or affiliates, or any customer or supplier of the Company or
        any of
        its subsidiaries or affiliates.

       

      (d)    Executive
        represents and warrants that Executive is the sole owner of the claims Executive
        releases herein and has not directly or indirectly transferred or assigned
        any
        such claims to anyone else, and Executive has the full right and power to
        execute the releases and agreements in this Agreement.

       

      4.    Subject
        to the provisions of Section 3, Executive acknowledges and understands that
        Executive is releasing claims against Released Parties regarding any matter
        arising on or before the Effective Date, and that Executive has released
        and
        waived claims and rights hereunder knowingly
        and voluntarily, in exchange for consideration in addition to anything of
        value
        to which such Party already is entitled.

      


      5.    [Intentionally
        omitted] 

      


      6.    Executive
        acknowledges that employment with the Company has brought Executive into
        close
        contact with many confidential affairs of the Company, including information
        about the Company’s trade secrets, proprietary information, products and
        methods, client lists, financial affairs, books and records, commitments,
        procedures, plans and prospects, products and technologies in development,
        strategies, current or prospective transactions or business of the Company,
        costs, profits, markets, sales, products, key personnel, pricing policies,
        operational methods, technical processes, business affairs and methods, and
        other information not readily available to the public (collectively,
“Confidential Information”). Executive further acknowledges that the business of
        the Company is international in scope, that its products and services are
        marketed throughout the world, that the Company competes in nearly all of
        its
        business activities with other entities that are or could be located in nearly
        any part of the world, and that the nature of Executive’s services, position and
        expertise are such that Executive is capable of competing with the Company
        from
        nearly any location in the world. In recognition of the foregoing, Executive
        hereby covenants and agrees:

       

      (a)    Executive
        shall keep secret all confidential and proprietary matters of the Company,
        including the Confidential Information, and shall not intentionally disclose
        such matters to anyone outside of the Company at any time, except with the
        Company’s written consent, provided that: (i) Executive shall have no such
        obligation to the extent such matters are or become publicly known other
        than as
        a result of Executive’s breach of any obligation hereunder; and (ii) Executive
        shall have no such obligation to the extent such matters are received by
        Executive from a third party with the right to disclose it.

       

      (b)    Executive
        shall keep
        every term of this Agreement confidential and will not hereafter disclose
        the
        existence of this Agreement, the fact that a separation agreement was being
        discussed or considered, the substance or contents of this Agreement, or
        the
        amount or fact of payment of money or provision of benefits (collectively
        “Separation Issues”) to any person or persons, or engage in any other conduct
        that suggests the negotiation or existence or amount or extent or terms of
        this
        Agreement; provided,
        however,
        that
        (i) Executive may disclose the fact, existence and terms of the
        non-solicitation, non-compete, and confidentiality provisions set forth in
        this
        Section 6 to prospective employers and business partners who request such
        information; (ii) Executive may disclose information concerning the Separation
        Issues to Executive’s tax advisors, attorneys, and immediate family, provided
        that Executive inform such individuals that they must not reveal such
        information to any third party and must maintain the strictest confidentiality
        regarding such information; and (iii) 

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      Executive
        may
        disclose the information described in Sections 6(a) and (b) of this Agreement
        pursuant to a subpoena, court order, or other judicial or regulatory or
        governmental process, provided that Executive shall first notify the Company
        in
        writing of the request for such disclosure and cooperate fully with the Company
        to legally resist disclosure of the information prior to actual compliance
        with
        the request.

       

      (c)    Executive
        agrees that Executive will not denigrate, disparage, defame, impugn or otherwise
        damage or assail the reputation or integrity of the Company. The Company
        agrees
        that it will not denigrate, disparage, defame, impugn or otherwise damage
        or
        assail the reputation or integrity of the Executive.

       

      (d)    Executive
        Agrees to cooperate with the Company in connection with any current or future
        inquiries or investigations by any governmental authority or agency (e.g.
        SEC),
        or any lawsuit by any third party involving the company, its officers and
        directors (present or past), or the Executive. The Company shall advance
        Executive reasonable legal and other expenses incurred in obtaining
        representation for such inquiry, investigation or lawsuit upon: (i) receipt
        of
        notice from Executive of such inquiry, investigation or lawsuit; (ii) approval
        of Company’s Board of Directors for such advancement of expenses, which approval
        will not be unreasonably withheld; (iii) an undertaking by Executive to repay
        such advances where required by applicable law; and (iv) documentation of
        such
        expenses as is reasonably requested by the Company. 

       

      (e)    Executive
        reserves all rights to any applicable defense or indemnification under the
        terms
        of the Company’s by-laws or insurance policies (including Directors &
Officers policies) with respect to actions or conduct that occurred on or
        before
        the Effective Date, regardless of whether Executive makes such a claim before
        or
        after the Effective Date, provided that Executive makes any such claim in
        a
        timely manner.

       

      
        (f)    Executive
          shall not, for a period of 12 months after
          the
          Effective Date, without the prior written consent of the Company: (i) employ
          or
          solicit for employment, directly or indirectly, on Executive’s own behalf or on
          behalf of any entity with which Executive is affiliated, any person who
          was
          employed by the Company, or any of its subsidiaries or affiliates, at any
          time
          within the 12 months prior to the Effective Date; or (ii) induce or encourage
          any such person to leave the employ of the Company, or any of its subsidiaries
          or affiliates. This provision shall not apply to any employee of the Company
          terminated as of the Effective Date.

         

        (g)   Executive
          shall not, for a period of 32 weeks after the Effective Date, without the
          prior
          written consent of the Company, accept any employment, provide any services,
          advice or information, or assist or engage in any activity, directly or
          indirectly, with any
          Competing Business (as defined below), whether as an Executive, owner,
          consultant, independent contractor, partner, joint venturer, or in any
          other
          capacity, whether paid or unpaid; provided,
          however,
          that
          the foregoing shall not be deemed to prohibit Executive from acquiring,
          solely
          as an investment and through market purchases, securities of any entity
          which
          are registered under Section 12(b) or 12(g) of the Securities Exchange
          Act of
          1934 and which are publicly traded, so long as Executive is not part of
          any
          control group of such entity and such securities, if converted, do not
          constitute more than five percent (5%) of the outstanding voting power
          of that
          entity.

         

        (h)   Executive
          shall not, for a period of 12 months after
          the
          Effective Date, without the prior written consent of the Company, directly
          or
          indirectly solicit or encourage, or attempt to solicit or encourage, any
          client
          or customer of the Company or its affiliates with whom Executive had


      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      dealings
        or about whom Executive acquired confidential or proprietary information
        during
        employment with the Company to do business with any Competing
        Business.

       

      (i)    For
        purposes of this Agreement, “Competing Business” means the
        following companies: Advanced Financial Applications, Brass (a subsidiary
        of
        SunGard), Flextrade, LLC, Portware, LLC, royalblue group, Lava Trading, TNS,
        and
        any division of Thomson Financial that directly competes with the Company
        or any
        of its subsidiaries or affiliates.

       

      (j)    Executive
        acknowledges that: (i) the terms of this Section 6 are reasonable and
        necessary to protect the Company’s legitimate interests; (ii) this
        Section’s restrictions will not prevent Executive from earning or seeking a
        livelihood; (iii) this Section’s restrictions shall apply wherever
        permitted by law; and (iv) Executive’s violation of any of this Section’s
        terms would irreparably harm the Company. In
        addition to such other rights and remedies as the Company may have at equity
        or
        in law with respect to any breach of this Agreement, if Executive violates
        any
        of the provisions of this Section 6, the Company shall have the right and
        remedy
        to have such provisions specifically enforced by any court having equity
        jurisdiction, it being acknowledged and agreed that any such breach or
        threatened breach will cause irreparable injury to the Company and that money
        damages will not provide an adequate remedy to the Company. Executive
agrees
        that if Executive sues or otherwise initiates a legal action against the
        Company
        or any of the Company Released Parties asserting any claims that are released
        in
        Section 3 hereof, or if Executive breaches any promise made in this Section
        6,
        Executive will pay the reasonable attorneys’ fees, costs, and damages that the
        Company or any Company Released
        Party may incur as a result thereof, and all remaining provisions of this
        Agreement shall remain in full force and effect.

       

      
        (k)    In
          the
          event that any court of competent jurisdiction determines that
          any
paragraph
          or
          clause of this
          Section 6 is not enforceable or is void due to public policy or for any
          other
          reason, then the paragraph or clause involved shall be redrafted as consistent
          as possible with the intent of this Section 6 so as to be enforceable.
          In the
          event such paragraph or clause cannot be so drafted, then such paragraph
          or
          clause shall be deemed to not be a part of this Section 6, and all other
          provisions of this Section 6 and this Agreement shall remain in full effect
          and
          enforceable.

         

        7.    Executive
          understands and agrees that Executive’s obligations under Section 6 above are
          material inducements to the Company to enter into this Agreement. Without
          limiting the Company Released Parties’ remedies in any way, Executive agrees
          that the Company and the other Released Parties shall be entitled to seek
          specific enforcement or any other mode of injunctive and/or other equitable
          relief (without the necessity of showing any actual damage or posting a
          bond or
          furnishing any other security) to prevent any breach of Section 6 and/or
          to
          enforce their rights under such Section by
          any
          court having jurisdiction, it being acknowledged and agreed that any such
          breach
          or threatened breach will cause irreparable injury to the Company or another
          Company Released Party, as the case may be, and that money damages will
          not
          provide an adequate remedy to the Company or any other affected Company
          Released
          Party. Nothing in this Section 7 shall be construed to limit the right
          of the
          Company or any other affected Company Released Party to collect money damages
          if
          Executive breaches any provision of this Agreement, including, without
          limitation, Section 6 hereof. Executive agrees
          to
          reimburse the Company Released Parties for all costs and expenses (including
          without limitation court costs and reasonable attorneys’ fees) incurred by any
          of them in enforcing any provision of this Agreement.

         

        8.    Executive
          agrees that Executive will cooperate fully with the Company in the resolution
          of
          any disputes or litigation which the Company may face for which Executive
          may
          have knowledge of any facts or events, material or otherwise and, except
          where
          prohibited by applicable law, Executive will not voluntarily discuss any
          such
          disputes, litigation, facts or events with anyone 

      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      other
        than the Company. The Company agrees that any such requests for cooperation
        will
        be reasonable and where feasible shall occur during non-business hours unless
        by
        mutual agreement. The Company agrees to reimburse Executive for any reasonable
        costs incurred by Executive in connection with carrying out Executive’s
        obligations under this section 8.

       

      9.    Within
        two business days after the Effective Date, Executive will return to the
        Company
        all remaining files, memoranda, documents, records, copies of the foregoing,
        the
        Company-provided credit cards, keys, building passes, security passes, access
        or
        identification cards, computer and telephone equipment, and any other property
        of the Company in Executive’s possession or control, including any written,
        electronic, or computerized materials, records, files, and documents made
        by
        Executive or coming into Executive’s possession during the course of employment
        with the Company which contain or refer to the Confidential Information.
        Executive agrees that if Executive owes any amounts to the Company for
        non-business-related charges on a Company-issued credit card or cellular
        telephone or otherwise, Executive hereby authorizes
        the Company to deduct the full value of such amounts from any payments owed
        to
        Executive under this Agreement, up to a maximum of $500 per bi-weekly pay
        period.

       

      10.    Nothing
        in this Agreement is intended to or shall be construed as an admission by
        the
        Executive, the Company or any other Released Party that any of them violated
        any
        law, interfered with any right, breached any obligation or otherwise engaged
        in
        any improper or illegal conduct with respect to Executive, the Company or
        any of
        the other Executive or Company Released Parties or otherwise. Each of the
        Executive, the Company and other Released Parties expressly denies any such
        illegal or wrongful conduct.

       

      11.    This
        Agreement constitutes the entire agreement between Executive and the Company
        with respect to the subject matter hereof, and supersedes and cancels all
        prior
        written or oral agreements, if any, between Executive and the Company with
        respect to such subject matter, including any Employment Agreement between
        Executive and the Company. Executive affirms that, in entering into this
        Agreement, Executive is not relying upon any oral or written promise or
        statement made by anyone at any time on behalf of the
        Company.

       

      12.    Executive
        agrees to send all communications to the Company in writing, by certified
        or
        overnight mail, addressed as follows (or in any other manner the Company
        notifies Executive to use):

       

      Maria
        Caro-Rainford

      Director-Human
        Resources

      NYFIX,
        Inc.

      333
        Ludlow Street

      Stamford
        Harbor Park

      Stamford,
        CT 06902

      


      with
        a
        copy to:

      Brian
        Bellardo

      General
        Counsel

      NYFIX,
        Inc.

      333
        Ludlow Street

      Stamford
        Harbor Park

      Stamford,
        CT 06902

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      13.    No
        provisions of this Agreement may be modified, waived, amended or discharged
        except by a written document signed by Executive and a duly authorized Company
        officer.

       

      14.    This
        Agreement binds Executive’s heirs, administrators, representatives, executors,
        successors, and assigns, and will inure to the benefit of all Company Released
        Parties and their respective heirs, administrators, representatives, executors,
        successors, and assigns. This Agreement binds the Company and its successors
        and
        assigns and will inure to the benefit of Executive’s heirs, administrators,
        representatives, executors, successors, and assigns.

       

      
        15.    The
          invalidity or unenforceability of any provision of this Agreement shall
          not
          affect the validity or enforceability of any other provision of this Agreement,
          which shall remain in full force and effect. A waiver of any condition
          or
          provision of this Agreement in a given instance shall not be deemed a waiver
          of
          such condition or provision, or any other condition or provision, at any
          other
          time. If any provision, term or clause of this Agreement is declared illegal,
          unenforceable or ineffective in a legal forum, such provision, term or
          clause
          shall be deemed severable, such that all other provisions, terms and clauses
          of
          this Agreement shall remain valid and binding upon both parties.

         

        16.    The
          validity, interpretation, construction, and performance of this Agreement
          shall
          be governed by the internal laws of the State of New York (excluding any
          that
          mandate the use of another jurisdiction’s laws). The
          parties agree that any action to enforce the terms of this Agreement shall
          be
          brought in state or federal court located in the County of New York, New
          York;
provided,
          however,
          that an
          action by the Company to enforce its rights under Section 6 may be brought
          in
          any court of competent jurisdiction, which court shall apply the internal
          laws
          of the State of New York (excluding
          any that mandate the use of another jurisdiction’s laws).

         

        17.    This
          Agreement may be executed in one or more counterparts, each of which shall
          be
          deemed to be an original but all of which together shall constitute the
          same
          instrument.

         

        18.    This
          Agreement shall be construed as a whole according to its fair meaning,
          and shall
          not be construed strictly for or against Executive or the Company. Unless
          the
          context indicates otherwise, the singular or plural number shall be deemed
          to
          include the other. 

         

        19.    Any
          compensation or benefits payable under this Agreement shall be subject
          to
          applicable federal, state and local withholding taxes and allowances, where
          appropriate.

         

        20.     Notwithstanding
          any other provision of this Agreement to the contrary:

         

        
          (a)    
The
            Company and Executive agree that, by entering into this Agreement, Executive
            does not waive rights or claims that may arise after the date this Agreement
            is
            executed.

           

          (b)    
The
            Company and Executive agree that this Agreement shall not affect the
            rights and
            responsibilities of the Equal Employment Opportunity Commission (the
“EEOC”) to
            enforce the ADEA and other laws, and further agree that this Agreement
            shall not
            be used to justify interfering with Executive’s protected right to file a charge
            or participate in an investigation or proceeding conducted by the EEOC.
            The
            Company and Executive further agree that Executive knowingly and voluntarily
            waives all rights or claims (that arose prior to Executive’s execution of this
            Agreement) that Executive may have against the Releasees, or any of them,
            to
            receive any benefit or remedial relief (including, but not limited to,
            reinstatement, back pay, front pay, damages, and attorneys’ fees) as
            a

        

      

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      consequence
        of any charge filed with the EEOC, and of any litigation concerning any facts
        alleged in any such charge.

       

      (c)    This
        Agreement shall not affect or be used to interfere with Executive’s protected
        right to test in any court, under the Older Worker Benefit Protection Act,
        or
        like statute or regulation, the validity of the waiver of rights set forth
        in
        this Agreement. 

       

      (d)    The
        Company and Executive agree that, for a period of seven (7) days following
        the
        execution of this Agreement, Executive has the right to revoke this Agreement
        by
        written notice to:

      


      Maria
        Caro-Rainford

      Director-Human
        Resources

      NYFIX,
        Inc.

      333
        Ludlow Street

      Stamford
        Harbor Park

      Stamford,
        CT 06902

      


      with
        a
        copy to:

      Brian
        Bellardo

      General
        Counsel

      NYFIX,
        Inc.

      333
        Ludlow Street

      Stamford
        Harbor Park

      Stamford,
        CT 06902

      


      The
        Company and Executive further agree that this Agreement shall not become
        effective or enforceable until the eighth (8th) day after the execution of
        this
        Agreement; and that in the event Executive revokes this Agreement prior to
        the
        eighth (8th) day after the execution of this Agreement, this Agreement, and
        the
        promises contained in this Agreement, shall automatically be deemed null
        and
        void.

       

      (e)    The
        Company hereby advises and urges Executive in writing to consult with an
        attorney prior to executing this Agreement. Executive represents and warrants
        that the Company gave Executive a period of at least forty-five (45) days
        in
        which to consider this Agreement before executing this Agreement, and that
        at
        the commencement of such greater than forty-five (45) day period the Company
        provided to Executive a copy of Exhibit C, which is annexed hereto.

       

      (f)    
Executive’s
        acceptance of the monies paid by the Company, as described in Paragraph 2(c)
        of
        this Agreement, at any time more than seven (7) days after the execution
        of this
        Agreement shall constitute an admission by Executive that Executive did not
        revoke this Agreement during the revocation period of seven (7) days; and
        shall
        further constitute an admission by Executive that this Agreement has become
        effective and enforceable.

       

      (g)    If
        Executive executed this Agreement at any time prior to the end of the greater
        than forty-five (45) day period that the Company gave Executive in which
        to
        consider this
        Agreement, such early execution was a knowing and voluntary waiver of
        Executive’s right to consider this Agreement for at least forty-five (45) days,
        and was due to Executive’s belief that Executive had ample time in which to
        consider and understand this Agreement, and in which to review this Agreement
        with an attorney.

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      CONSULT
        WITH A LAWYER BEFORE SIGNING THIS AGREEMENT AND RELEASE.

      BY
        SIGNING THIS AGREEMENT YOU GIVE UP AND WAIVE IMPORTANT LEGAL
        RIGHTS.

       

      THE
        PARTIES STATE THAT THEY HAVE READ THE FOREGOING, UNDERSTAND EACH OF ITS TERMS,
        AND INTEND TO BE BOUND THEREBY:

       

      
        
          
            
              
                	
                         Executive
                          Name 

                         

                      	 	 NYFIX,
                        INC.
	
                        By:
                          

                      	
                        /s/
                          Keith Jamaitis

                      	 	
                        By:
                          

                      	
                        /s/
                          Brian Bellardo

                      
	 	
                         (Please
                          sign)

                         

                      	 	 	 
	
                        Date:
                          

                      	
                        2/17/2006

                      	 	
                        Title:
                          

                      	
                        Secretary
                          and General Counsel

                      
	 	 	 	
                        Date:
                          

                      	
                        2/21/2006

                      


              

            

          

        

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        A

         

      
        
          	 Grant
                  Detail Report	
                    NYFIX,
                    Inc.

                


        

      

       

      From
        / /
        to / /
As
        of
        12/31/2005

      
         

        
          
            	 
	
                    Keith
                      Jamaitis

                    796
                      Eleven O’Clock Road

                    Fairfield,
                      CT 06824

                  
	 	 	 	 	 	 	 	 	 
	
                    Grant
                      Date

                  	
                    Expiration
                      Date

                  	
                    Plan
                      ID

                  	
                    Grant
                      Type

                  	
                    Options
                      Granted

                  	
                    Option

                    Price

                  	
                    Options
                      Outstanding

                  	
                    Options

                    Vested

                  	
                    Options
                      Exercisable

                  
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                    1/2/1998

                  	
                    3/30/2006

                  	
                    1991
                      SOP

                  	
                    Incentive

                  	
                    22,500

                  	
                    $3.390000

                  	
                    2,650

                  	
                    22,500

                  	
                    2,650

                  
	 	 	 	 	 	 	 	 	 
	 	
                    Transactions

                  	 	 	 	 	 	 	 
	 	
                    Date

                  	
                    Type

                  	 	
                    Options

                  	
                    Price

                  	
                     

                  	
                     

                  	
                     

                  
	 	
                    6/9/2000

                  	
                    Exercise

                  	 	
                    14,850

                  	
                    $39.880000

                  	
                     

                  	
                     

                  	
                     

                  
	 	
                    6/21/2002

                  	
                    Exercise

                  	 	
                    5,000

                  	
                    $9.250000

                  	
                     

                  	
                     

                  	
                     

                  
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                    10/14/1998

                  	
                    3/30/2006

                  	
                    1991
                      SOP

                  	
                    Incentive

                  	
                    13,500

                  	
                    $2.640000

                  	
                    9,000

                  	
                    13,500

                  	
                    9,000

                  
	 	 	 	 	 	 	 	 	 
	 	
                    Transactions

                  	 	 	 	 	 	 	 
	 	
                    Date

                  	
                    Type

                  	 	
                    Options

                  	
                    Price

                  	
                     

                  	
                     

                  	
                     

                  
	 	
                    6/9/2000

                  	
                    Exercise

                  	 	
                    4,500

                  	
                    $39.880000

                  	
                     

                  	
                     

                  	
                     

                  
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                    4/13/1999

                  	
                    3/30/2006

                  	
                    1991
                      SOP

                  	
                    Incentive

                  	
                    2,250

                  	
                    $3.000000

                  	
                    1,125

                  	
                    2,250

                  	
                    1,125

                  
	 	 	 	 	 	 	 	 	 
	 	
                    Transactions

                  	 	 	 	 	 	 	 
	 	
                    Date

                  	
                    Type

                  	 	
                    Options

                  	
                    Price

                  	
                     

                  	
                     

                  	
                     

                  
	 	
                    6/9/2000

                  	
                    Exercise

                  	 	
                    1,125

                  	
                    $39.880000

                  	
                     

                  	
                     

                  	
                     

                  
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                    1/25/2000

                  	
                    3/30/2006

                  	
                    1991
                      SOP

                  	
                    Incentive

                  	
                    6,750

                  	
                    $14.750000

                  	
                    6,750

                  	
                    6,750

                  	
                    6,750

                  
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                    10/23/2001

                  	
                    3/30/2006

                  	
                    2001
                      SOP

                  	
                    Non-Qualified

                  	
                    12,500

                  	
                    $12.020000

                  	
                    12,500

                  	
                    12,500

                  	
                    12,500

                  
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                    10/23/2001

                  	
                    10/22/2002

                  	
                    2001
                      SOP

                  	
                    Non-Qualified

                  	
                    12,500

                  	
                    $12.020000

                  	
                    0

                  	
                    12,500

                  	
                    0

                  
	 	 	 	 	 	 	 	 	 
	 	
                    Transactions

                  	 	 	 	 	 	 	 
	 	
                    Date

                  	
                    Type

                  	 	
                    Options

                  	
                    Price

                  	
                     

                  	
                     

                  	
                     

                  
	 	
                    10/22/2002

                  	
                    Cancel:
                      Expired

                  	 	
                    12,500

                  	
                     

                  	
                     

                  	
                     

                  	
                     

                  
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                    6/10/2002

                  	
                    3/30/2006

                  	
                    2001
                      SOP

                  	
                    Non
                      Qualified

                  	
                    11,370

                  	
                    $8.500000

                  	
                    11,370

                  	
                    11,370

                  	
                    11,370

                  
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                    6/10/2002

                  	
                    3/30/2006

                  	
                    2001
                      SOP

                  	
                    Incentive

                  	
                    18,630

                  	
                    $8.500000

                  	
                    18,630

                  	
                    18,630

                  	
                    18,630

                  
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                    8/16/2002

                  	
                    3/30/2006

                  	
                    2001
                      SOP

                  	
                    Incentive

                  	
                    24,000

                  	
                    $3.920000

                  	
                    24,000

                  	
                    24,000

                  	
                    24,000

                  
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                    2/23/2004

                  	
                    3/30/2006

                  	
                    2001
                      SOP

                  	
                    Incentive

                  	
                    10,000

                  	
                    7.056000

                  	
                    3,334

                  	
                    3,334

                  	
                    3,334

                  
	 	 	 	 	 	 	 	 	 
	 	
                    Transactions

                  	 	 	 	 	 	 	 
	 	
                    Date

                  	
                    Type

                  	 	
                    Options

                  	
                    Price

                  	
                     

                  	
                     

                  	
                     

                  
	 	
                    12/30/2005

                  	
                    Cancel:
                      Terminated

                  	 	
                    6,666

                  	
                     

                  	
                     

                  	
                     

                  	
                     

                  
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                    Optionee
                      Total

                  	 	 	 	
                    134,000

                  	
                     

                  	
                    89,359

                  	
                    127,334

                  	
                    89,359

                  
	 	 	 	 	 	 	 	 	 


          

        

      

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        B

      


      NYFIX,
        Inc.

      Employee
        Stock Option Exercise Form

       

      


      Employee
        Name_______________________________________________________________

       

      Social
        Security Number / National Insurance Number
        ___________________________________

       

      Address_____________________________________________________________________

       

       _____________________________________________________________________

       

      City
        ________________________________ State ________ Zip /Postal Code
        ______________

       

      Exercise
        of _____________ shares at ___________ per share exercise price equals
        $US_______, which I agree to remit to NYFIX when I am requested to do
        so.

       

      Employee’s
        original per share exercise price _______________ granted on ____/____/____
        (price may be different that the above price due to stock splits) 
        (mm/ dd
        /year)

      


      Name(s)
        to be reflected on stock
        certificate___________________________________________

       

      NOTE:
        Stock certificates will be issued in electronic form via the DWAC system.
        In
        order to facilitate this you must provide the name of your brokerage firm
        and
        your brokerage account number. If you do not want your shares issued
        electronically and you want to receive the actual stock certificate, leave
        the
        following brokerage lines blank and
        notify the company in writing that you want the shares issued in certificate
        form and provide a mailing address.

      


      Employee
        Brokerage Firm Name
        ___________________________________________________

       

      Employee
        Brokerage Account #
        ___________________________________________________

       

      Employee
        Brokerage DTC #
        ______________________________________________________

       

      Employee
        Signature____________________________________________________________

       

      Date
        ____/____/____

          (mm
        / dd
        /year)

      _
        _ _ _ _
        _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
        _ _ _
        _ _ _ _ _ _ _ _

                                      (Company
        use
        only)

       

      
        
          
            
              


            

            
            

          

          
            
            

            
              

            

          

          
            
            

            
              


            

          

        

      

       

      Stock
        Option Control Number _______________

      


      Letter
        sent to Transfer Agent ____ yes

      


      Issuance
        notification sent to employee ___yes

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      NYFIX,
        Inc.

      Employee
        Stock Option Exercise Process

      


      


      Introduction:
        NYFIX
        will issue shares when the procedures below are followed for valid Options
        and
        when the company is in a position to issue shares. If the Company is not
        in a
        position to issue shares your request to exercise will remain in force until
        the
        Company
        is
        in a position to issue shares, at which time you will be asked to make the
        appropriate payment. When you make the payment, the Company will deliver
        shares.  On the date that the Company issues you shares, it will take note
        of the market price of the Company’s common stock on the date your exercise
        notice was received. 

      


      Special
        note for existing employees with valid Options:
        You may
        exercise your valid Options at any time when there are no restrictions against
        exercising. The Company will advise you when such restrictions are in place
        and
        when they have been lifted.

      


      Special
        note for ex-employees, separated from the Company:
        You have
        90 days from the day of your separation to exercise any valid Options that
        were
        vested as of the day of your separation.  If you do not so notify NYFIX all
        your rights under the Stock Option Plan expire at the end of the 90-day
        period. 

      


      Notes: 

      
        	 	
                1.

              	
                The
                  term employee below refers to either an existing employee or an
                  ex-employee, separated from the
                  Company.

              


      

      
        	 	
                2.

              	
                This
                  procedure addresses situations where payment for and delivery of
                  shares of
                  NYFIX stock will be completed before December 31, 2006, unless
                  otherwise
                  determined.

              


      

      


      STEP
        1: 
        Employee
        complete and sign the Employee Stock Option Exercise Form 

      


      STEP
        2: Employee
        submit completed Stock Option Exercise Form to Human Resources, Attention:
        Maria
        Caro-Rainford. Form submission is a two step process. Both steps must be
        completed, within the noted time frames, for the exercise to be
        valid

       

      
        	
                ·

              	
                Email
                  a copy of the completed Stock Option Exercise Form (obviously without
                  signature) to Maria. The business date the email is received by
                  Maria is
                  the date of the exercise. Emails received after 5pm NY time will
                  be dated
                  the next business day for exercise purposes. Emails received on
                  a non
                  business day will be dated the next business date for exercise
                  purposes.

              


      

      
        	
                ·

              	
                Send
                  or hand deliver the original, signed form to any HR representative
                  within
                  3 business days of the email. HR will email a confirmation of receipt
                  when
                  the signed form is received. Advise HR is this confirmation is
                  not
                  received within 4 business days of the original
                  email.

              


      

    

    
       

      STEP
        3:  After
        receipt of signed Employee Stock Option Exercise Form, NYFIX will advise
        employee if the Company is in a position to issue shares. NYFIX will request
        payment for the shares to be exercised when the shares will be
        issued.

      


      STEP
        4:  Employee,
        when NYFIX requests payment:

      


      Arrange
        for US$ payment to be made for exercise of options (exercise price x number
        of
        shares being exercised). Checks should be made payable to NYFIX, Inc. If
        payment
        is via a personal check, NYFIX will wait 5 business days before processing
        the
        exercise. If payment will be via wire transfer, please use the following
        instructions:

      


      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
        	 	
                ·

              	
                [Contact
                  and Bank Account Information
                  Omitted]

              


      

      


      or,
        mail
        to:

      


      
        	 	
                ·

              	
                NYFIX,
                  Inc.

              


      

      
        	
              	 	
                Attn:
                  Maria Caro-Rainford

              


      

      
        	
              	
                 

              	
                Corporate
                  Headquarters

              


      

      
        	
              	 	
                333
                  Ludlow Street

              


      

      
        	
              	 	
                Stamford,
                  CT 06902

              


      

       

      STEP
        5:   NYFIX,
        when payment received, will send a letter to its transfer agent instructing
        them
        to issue shares. 

       

      STEP
        6:  NYFIX
        will notify employee when the shares have been issued. If shares are being
        transferred electronically via the DWAC system, NYFIX will also provide employee
        with information that employee’s brokerage firm will need to initiate the
        retrieval of the shares from the DWAC system. It
        is up to the employee to contact his/her broker and provide them with this
        information otherwise shares will not get credited to employee’s brokerage
        account. Employee’s brokerage firm has to initiate the DWAC in order for
        employee to receive the shares. If
        shares will
        be
        issued in certificate form, the transfer agent will send the certificate
        to
        employee via overnight delivery at the address provided.

       

      
        
          
            
              


              


            

            
            

          

          
            
            

            
              

            

          

          
            
            

            
              


            

          

        

      

       

      EXHIBIT
        C

       

      SPECIAL
        PAYMENT PROGRAM

       

      To
        be
        eligible for the special payment program (the “Program”) described in Paragraph
        2(c) of the Agreement and General Release (the “Agreement”), an individual must
        have been employed by NYFIX, Inc. (the “Company”) in its offices in New York
        City or Stamford, CT, and whose employment with the Company has terminated
        or
        will be terminated on December 31, 2005. All Executives who are eligible
        for
        this Program have at least forty-five (45) days in which to consider, sign
        (before a notary public), and return the Agreement to:

       

      Maria
        Caro-Rainford

      Director-Human
        Resources

      NYFIX,
        Inc.

      333
        Ludlow Street

      Stamford
        Harbor Park

      Stamford,
        CT 06902

      


      with
        a
        copy to:

      Brian
        Bellardo

      General
        Counsel

      NYFIX,
        Inc.

      333
        Ludlow Street

      Stamford
        Harbor Park

      Stamford,
        CT 06902

      


      The
        job
        titles and ages of the individuals eligible for this Program in affected
        job
        classifications within the Company are:

       

      
        	
                Title

              	
                Ages

              
	
                President,
                  NYFIX, USA

                 

              	
                34

                 

              


      

       

      There
        are
        no other individuals in the same job classifications.

       

      Job
        classifications not affected are omitted from this
        list.