Exhibit
      10.1

     

    January
      4,
      2008

     

    


     

    PERSONAL
      & CONFIDENTIAL

     

    C.
      Thomas
      Richardson

    [Home
      address redacted]

     

     

    Dear
      Tom:

     

      I
      am
      pleased to extend this offer of employment to you as Executive Vice President
      of
      NYFIX, Inc. (“NYFIX” or the “Company”) and as
      Chief
      Executive Officer of the Transaction Services Division of
      NYFIX
(the
      “Division”) at our 100 Wall Street,
      New
      York, New York
      location. In your new position, you will report directly
      to
      the
      Chief Executive Officer of NYFIX. Your employment
      commencement date (the “Employment Commencement Date”)
      will be
      the earlier of (i) March 1, 2008, and (ii) ten (10) days following the closing
      of the pending acquisitions of the Boston Stock Exchange, Inc. (“BSE”) by the
      NASDAQ and the Boston Options Exchange, Inc. by the Montreal Exchange, with
      the
      understanding that this agreement
      shall be
      terminable
      by
      written notice
      by NYFIX
      in its sole discretion, without further obligation by NYFIX to you, should
      you
      fail to commence full-time employment on or before March 1, 2008.

     

    Your
      initial job duties shall be as set forth on Attachment A. (Please note that
      this
      offer is contingent upon you
      possessing the regulatory licenses required to perform your job duties,
which
      consist of the
      Series
      7, Series 63 and Series 24 licenses).

     

    You
      will
      be compensated at an annualized base salary of $300,000,
      which may be increased (but not decreased) in the sole discretion of NYFIX
      (the
“Base Salary”).
      In
      addition, you will receive a sign-on cash
      bonus
      of
      (a) $100,000,
      plus (b) $75,000 less any amounts that you may receive in stay bonus payments
      from another organization, pursuant to the written letter which you previously
      provided to NYFIX, which you would otherwise forfeit as a result of your
      employment hereunder (the “Sign-On Bonus”),
      less
      applicable withholdings, payable on the first payroll date
      following your Employment
      Commencement Date.
      The
      portion of the Sign-On Bonus referenced in subparagraph (a) above will be
      subject to full repayment to and recapture by NYFIX (net of all
      income and other taxes thereon)
      if you
      cease to be employed (unless terminated by NYFIX without “Cause“ or you elect to
      terminate your employment with the Company for “Good Reason”, both as defined in
      Attachment A) on or before the six-month
      anniversary of the Employment
      Commencement Date.

     

    During
      your
      employment hereunder,
      you will
      be eligible to participate in the Annual Incentive Plan (“AIP” or cash bonus
      plan). Your cash
      bonus
      target will be set at 75% of Base Salary
      (the
“Target Bonus”),
      adjusted by multiplying the Target
      Bonus
      by a
      factor ranging from 0% to 200% based on actual consolidated revenue and
      operating EBITDA achieved by NYFIX. Your payout will be calculated on this
      adjusted performance target based on the achievement of Corporate (40%
      weighting), Division (40% weighting) and individual (20% weighting) goals
      established by the Company following discussion with you. For 2008 only, the
      guaranteed
      minimum
      payout under
      the
      AIP will
      be
      the 75% target amount, or $225,000, and such 2008 bonus will be prorated for
      the
      period of time employed unless your Employment Commencement Date is on or before
      March 1, 2008. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    You
      also
      will be eligible to receive an
      additional cash bonus (the
      “Additional Bonus”) for
      calendar 2008 based on annual incremental organic Division Net Revenue growth
      (excluding the impact of acquisitions) over calendar 2007 at the following
      rates:

     

    
      
        	 	
                Cumulative
                  Amount

              
	 	 
	
                First
                  $5 million

              	
                1% 

              
	 	 
	
                Next
                  $5 million

              	
                2%

              
	 	 
	
                Next
                  $15 million

              	
                3%

              
	 	 
	
                Next
                  $15 million

              	
                4%

              
	 	 
	
                Amounts
                  above $40 million

              	
                5%

              


      

       

    

    
    

    Notwithstanding
      the foregoing, the Additional Bonus for 2008 shall not be less than $150,000.
      An
      example of the manner in which the Additional Bonus shall be calculated is
      set
      forth on Attachment D to this agreement.

     

    During
      your employment hereunder after 2008, you also will be eligible to receive
      an
      Additional Bonus based upon growth
      amounts
      and associated rates for future years as
      established no later than March 31 of each
      respective year
      by the
      Board of Directors
      of NYFIX
      following discussion with you.
      Net
      Revenue for this purpose shall mean the gross organic operating revenue
      generated by the Division, including commissions, net spread on securities
      lending transactions and subscription revenue, less internal charges from other
      NYFIX businesses for the subscribed services, clearing fees, third party
      execution costs, soft dollar expenses and licensing fees for algorithmic trading
      software. The
      2008
      Additional Bonus
      will be
      prorated for the period of time employed unless your Employment Commencement
      Date is on or before March 1, 2008.  

     

    All
      bonus
      payments
      (other
      than the Sign-On Bonus)
      shall be
      subject to your being in the employ of NYFIX on the date payment is made (unless
      you are terminated after December 31 of the applicable year without “Cause” or
      you terminate your employment following December 31 of the applicable year
      for
“Good Reason”, both as defined below, in which case any bonus earned in the
      prior applicable year shall be paid to you when bonuses are otherwise paid
      to
      other senior executives), and
      shall
      be made at the same time as bonuses are paid to other senior executives of
      NYFIX, but in no event later than March 15 of the applicable following
      year.

     

    On
      the
      same date as the first regularly scheduled meeting of NYFIX’s Compensation
      Committee after you begin your consultancy with NYFIX (which will be February
      6,
      2008 assuming you commence your consultancy prior to that date) (the “Grant
      Date”), you
      will
      be granted
      an
      initial equity award of options
      to purchase the Company’s common stock: 300,000
      time based stock options, 125,000 Corporate Performance based stock options,
      and
      175,000 Division Performance based stock options; all with
      an
      exercise price equal to the closing price of the Company’s common stock on the
      Grant Date.
      

     

    If
      not
      sooner vested and unless previously forfeited, and
      except as provided below, all
      of
      the time based stock options shall vest based on continued employment as
      follows:

     

    (i)
      25%
      of
      the time based stock options shall vest on the first
      anniversary
      of the Grant
      Date;
      and

     

    (ii)
      the
      remaining 75% of the time based stock options shall vest ratably over each
      of
      the next 36 months such that 100% of the time based stock options are vested
      on
      the 4th
      anniversary of the Grant
      Date.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Performance
      stock options (both Corporate and Division) will be earned and vest as
      follows:

     

    Twenty-five
      percent (25%) will
      be
      earned (if the applicable performance measures in respect of calendar years
      2008, 2009, 2010 and 2011, respectively, are met)
      on each
      of March 10, 2009, March 10, 2010, March 10, 2011 and March 10, 2012. The
applicable
      performance measures will be delivered to you by March 31 of each respective
      year (e.g., the Corporate and Division performance measures for the performance
      based stock options which may be earned on March 10, 2009,
      will be
      delivered to you by March 31, 2008),
      following discussion with you.
      Provided you are employed on the respective vesting dates, performance based
      stock options earned on March 10, 2009 will vest on March
      10,
      2010;
      performance based stock options earned on March 10, 2010 will vest on
March
      10,
      2011;
      performance based stock options earned on March 10, 2011 and March 10, 2012
      will
      vest
      on March 10, 2012. The Company and you understand and agree that for any year,
      based on performance achieved at the Company and/or Division level, you may
      earn
      both the Corporate and Division based performance stock options or one or the
      other of the Corporate or Division based performance stock options.

     

    All
      performance based stock options that are unearned will be carried forward and
      may be earned and
      vested on
      March
      10, 2012 based on the achievement of specified performance measures for the
      2011
      fiscal period (which may differ from the measures for the 25% eligible portion
      available for earning on March 10, 2012). The performance measures used for
      this
      carry forward feature will be delivered to you by March 31, 2011,
      following discussion with you. 

     

    The
      complete terms
      of the
      time based and performance based stock options will be set forth in separate
      stock option agreements,
      provided that such stock option agreements shall not contain terms or conditions
      which are inconsistent with this agreement. 

     

    You
      will
      be eligible to receive four (4) weeks of vacation each calendar
      year,
      which
      will be
      pro
      rated for 2008
      for
      the period of time employed unless your Employment Commencement Date is on
      or
      before March 1, 2008.

     

    You
      will
      also be eligible to receive reimbursement of reasonable attorney’s fees for
      review of your employment agreement up to a maximum of $15,000,
      which amount shall be paid to you at the same time as the Sign On-Bonus,
      provided that such date is on or before March 1, 2008.

     

    NYFIX
      will indemnify you to the fullest extent permitted by law pursuant to the
      Company’s by-laws for all expenses, costs, liabilities and legal fees which you
      may incur in the discharge of your duties hereunder.

     

    NYFIX
      offers employees and their eligible dependents a variety of group health
      insurance benefits, the premium costs of which are currently shared by employees
      and NYFIX. Coverage under these programs commences on the first day of
      employment. Information regarding these programs and other company benefits
      along with guidelines concerning employment may be found in NYFIX’s Employee
      Handbook, a copy of which is issued at the beginning of one’s employment and is
      available at any time from NYFIX’s Human Resources department.
      During
      the term of employment hereunder, you shall be entitled to participate in all
      health, insurance, retirement, compensation, incentive and perquisite plans
      and
      benefits generally provided to other senior executives of the Company from
      time
      to time.

     

    I
      would
      appreciate your considering our offer and advising me of your decision by
January
      8,
      2008.
      NYFIX will be unable to hold the offer open beyond this date. This offer is
      contingent upon your providing the Company sufficient proof of your
      authorization to work in the United States. On your Employment
      Commencement Date
      please
      bring documents sufficient to complete the required U.S. Citizenship and
      Immigration Services I-9 form. For your convenience, a list of acceptable
      documents is attached to this letter.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    You
      should be aware that NYFIX employees are not permitted to make any unauthorized
      use of documents or other information in their employment with NYFIX which
      could
      properly be considered or construed to be confidential or proprietary
      information of another individual or company. Likewise, NYFIX employees may
      not
      bring with them any confidential documents or other forms of tangible
      confidential information onto the premises of NYFIX relating to their prior
      employer(s)’ business.

     

    This
      letter will also confirm that (a) you have furnished to NYFIX a copy of any
      existing employment agreements you may have with your
      current
      employer, and (b) except
      as
      set forth in such existing employment agreement, you
      are
      subject to no contractual or other restriction or obligation which is
      inconsistent with your accepting this offer of employment and performing your
      duties
      on your
      Employment Commencement Date.

     

    As
      an
      inducement to cause NYFIX to extend this employment offer you must sign the
      accompanying documents that set forth the obligations you will have to NYFIX
      upon becoming an employee concerning, generally, the ownership of inventions
      and
      intellectual property and confidential treatment of NYFIX information. You
      also
      must sign the accompanying arbitration agreement. 

     

    Your
      employment with NYFIX will be governed by the Company’s policies and procedures
      which may change from time to time,
      all as
      disclosed to you.
      In
      addition, due to the technically sophisticated nature of its business, NYFIX
      has
      a number of policies regarding use of and access to its computer and other
      electronic systems. By accepting this offer of employment you are agreeing
      that
      you will abide by and remain familiar with NYFIX’ various policies and
      procedures that will be applicable to you,
      all as
      disclosed to you.

     

    While
      we
      certainly hope that your employment with NYFIX will be long and mutually
      rewarding, this offer is not a guarantee of employment for a specific period
      of
      time. You should understand that you are an employee at-will, which means that
      either you or NYFIX may terminate your employment for any reason
      (or no
      reason),
      at any
      time, with or without notice. Please understand that no supervisor, manager
      or
      representative of NYFIX other than the Chief Executive Officer or the Chief
      Financial Officer has the authority to enter into any agreement with you for
      employment for any specified period of time or to make any promises or
      commitments contrary to the forgoing. Further, any employment agreement entered
      into with you by the Chief Executive Officer or the Chief Financial Officer
      shall not be enforceable unless it is in a formal written agreement and signed
      by you and one of these designated company representatives.
      In the
      event your employment hereunder is terminated by NYFIX or you, you will be
      subject to the Duties
      Upon Termination
      as set
      forth on Attachment B. Notwithstanding
      the above, in the event you terminate your employment for “Good Reason” or the
      Company terminates your employment without “Cause” (“Good Reason” and “Cause”
are defined on Attachment “A”), and not in the case that NYFIX terminates this
      Agreement for your failure to commence full-time employment on or before the
      date set forth above, provided you sign a Release containing generally the
      release language attached as Attachment E to this Agreement (the “Release”) you
      will receive
      and be
      provided with (i)
      twelve
      (12) months’ Base
      Salary
      at your
      then-current rate, less required withholdings, payable in accordance with the
      Company’s normal payroll practices; (ii)
      Base
      Salary through the date of termination; (iii) the terms of all stock options,
      restricted stock and other equity awards (“Equity Awards”) shall be as provided
      in the applicable plan and award documents (as attached hereto); (iv) any
      reasonable expense reimbursements due to you pursuant to NYFIX policy; (v)
      at
      the Company’s sole expense, continued participation in all medical, dental,
      vision and hospitalization insurance coverage and benefits in which you were
      participating on the date of the termination of employment for a twelve (12)
      month period, provided that, to the extent that the Company’s plans, programs
      and arrangements do not permit such continuation of your participation following
      your termination, the Company shall reimburse you the costs for COBRA coverage
      during the period referenced in subparagraph (i) above during which you are
      eligible for such coverage; (vi) other benefits, if any, in accordance with
      applicable plans, programs and arrangements of the Company; and (vii) a prorata
      cash AIP bonus and Additional Bonus for the year of termination (provided that
      if the year of termination is 2008, such AIP bonus and Additional Bonus payment
      shall not be less than $375,000 in total, less required withholdings) paid
      when
      bonuses are paid to other senior executives but not later than March 15 of
      the
      applicable following year. Alternatively,
      in the event you terminate your employment for Good Reason or the Company
      terminates your employment without Cause within one
      (1)
      year of
      a Change in Control, as defined in Attachment “A,”
      you will
      receive and be provided with all of the payments and benefits set forth in
      clause (i) through (vii) above, except that, notwithstanding clause (i) above,
      you shall receive twenty-four (24) months’ Base Salary
      at your
      then-current rate, less required withholdings, provided you execute
      a
      Release containing generally the release language attached as Attachment E
      to
      this Agreement. In addition, in the event that NYFIX terminates your employment
      without Cause or you terminate your employment for Good Reason (as those terms
      are defined in the plan and grant documents) within twelve (12) months of a
      Change in Control, the terms of all Equity Awards shall be as provided in the
      applicable plan and award documents (as attached hereto), and the term of the
      non-competition provisions contained in Attachment B, subparagraph (b) shall
      be
      reduced from twelve (12) months to six (6) months. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    The
      parties hereto agree to the tax and related provisions set forth on Attachment
      C.

     

    Except
      as
      otherwise expressly set forth in this Agreement, upon the expiration of the
      term
      of employment hereunder, the respective rights and obligations of the parties
      shall survive such expiration to the extent necessary to carry out the
      intentions of the parties as embodied in the rights and obligations of the
      parties under this Agreement. This Agreement shall continue in effect until
      there are no further rights or obligations of the parties outstanding hereunder
      and shall not be terminated by either party without the express prior written
      consent of both parties. 

     

    This
      offer constitutes the entire understanding and contains a complete statement
      of
      all the agreements between you and NYFIX regarding
      the subject matter hereof and
      supersedes all prior and contemporaneous verbal or written agreements,
      understandings or communications
      regarding such subject matter.

     

    Thank
      you
      for your interest in employment with NYFIX. We look forward to hearing from
      you
      soon. Meanwhile, if you have any questions regarding our offer or NYFIX more
      generally, please contact me.

     

    
      	 	Very truly yours,	 
	 	 	 
	 	/s/
              Steven R. Vigliotti 	 
	 	Steven R. Vigliotti 	 
	 	Chief Financial Officer	 


    

     

     

    Accepted
      and Agreed:

     

    
      	 	 	 	 
	/s/
               C.
              Thomas Richardson 	 	 	 
	 C.
              Thomas Richardson 	 	 	 
	 	 	 	 
	 	 	 	 
	January
              4, 2008	 	 	 
	[Date]	 	 	 


    

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Attachment
      A

    


    Duties
      and responsibilities to consist of: 

     

    
      	·  	
              Overall
                P/L responsibility for the Division providing thought leadership
                and
                strategic direction, including plans for accelerated growth and aggressive
                market capture. 

            


    

     

    
      	·  	
              Manage
                and further develop a team of world class business leaders to run
                the
                day-to-day operations of NYFIX Millennium, NYFIX International (Euro
                Millennium), and NYFIX Securities.

            


    

     

    
      	·  	
              Further
                establish the NYFIX/Millennium brand and business as a market leader
                and
                global franchise. 

            


    

     

    
      	·  	
              Further
                establish a world class reputation for quality of operations and
                service
                and for product innovation.

            


    

     

    
      	·  	
              Organically
                grow the Division and develop inorganic strategic opportunities for
                growth. 

            


    

     

    
      	·  	
              Measure
                and track the growth of the Division against the underlying trends
                and
                opportunities in the market. 

            


    

     

    
      	·  	
              Participate
                in the overall management of NYFIX as a member of the Senior Leadership
                Team. 

            


    

     

    
      	·  	
              Other
                duties
                and responsibilities as
                may be assigned to
                you by
                the CEO of
                NYFIX as and if needed
                and which are consistent with the foregoing and with your position
                and
                titles.

            


    

     

    The
      term
“Cause” shall mean (i) you are convicted of any felony or other crime involving
      securities law violations or banking law violations; (ii) you engage in an
      act
      which involves moral turpitude or which, if generally known, would or might
      reasonably have an adverse effect on the business, assets, properties, results
      of operations, financial condition, personnel or prospects of NYFIX, as
      determined by the Company in good faith; (iii) you engage in the use of
      controlled substances, medication, or alcohol, which impairs the performance
      of
      your duties; (iv) you engage in any act of gross negligence or willful
      misconduct
      materially injurious to NYFIX; (v) you misappropriate any assets (other than
      de
      minimus assets) or business opportunities of the Company or any of its
      Affiliates; (vi) you embezzle or commit fraud or instruct other employees to
      do
      so; or (vii) you willfully fail or refuse to substantially perform in
      any
      material respect your duties or responsibilities hereunder (other than due
      to
      death or disability),
      which
      failure is not cured within ten (10) business days following notice by
      NYFIX.

     

    The
      term
“Good Reason” shall mean the occurrence of any of the following events without
      Employee’s consent: (i) a material diminution in your duties
      or
      responsibilities, the assignment to you of duties or responsibilities which
      are
      materially inconsistent with your position, a change in your reporting
      structure, or any diminution in your titles;
      (ii) a
      reduction in your Base
      Salary and Target Bonus opportunity (in total) ;
      (iii) a
      relocation of your principal office to a location greater than fifty (50)
      surface miles from your prior principal office;
      or (iv)
      a breach by the Company of any material provision of the Employment
      Agreement.

     

    The
      term “Change in Control” means
      (i)
      the sale or disposition, in one or a series of related transactions, of all
      or
      substantially all of the assets of NYFIX to any “person” or “group” (as such
      terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange
      Act of 1934 (the "Exchange Act")) other than Warburg Pincus Private Equity
      IX,
      L.P. or any of its affiliates; (ii) any person or group
      (as
      defined above),
      other
      than the Warburg Pincus Private Equity IX, L.P. or any of its affiliates, is
      or
      becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
      Exchange Act), directly or indirectly, of more than 50% of the total voting
      power of the voting stock of NYFIX (or, if NYFIX is not the survivor, the
      survivor), including by way of merger, consolidation or otherwise (other than
      an
      offering of common stock of NYFIX to the general public through a registration
      statement filed with the Securities and Exchange Commission

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Attachment
      B

     

    DUTIES
      UPON TERMINATION

     

    1. You
      acknowledge the highly competitive nature of the business of the Company and
      the
      importance to the Company of the confidential business information and trade
      secrets to which you will have access. Accordingly, you agree that:

     

    (a) During
      the term of your employment with the Company and continuing until twelve (12)
      months from the date of separation, howsoever caused, you will not directly
      or
      indirectly hire or solicit for employment (1) any then current employee of
      or
      consultant to NYFIX (or any subsidiary thereof) (hereinafter collectively
“NYFIX”) or (2) any person who was an employee of or consultant to NYFIX within
      six (6) months of the date that you begin to solicit or offer to hire such
      person. Anything to the contrary notwithstanding, the Company agrees that the
      following shall not be deemed a violation of this subsection (a): (i) responding
      to an unsolicited request for an employment reference regarding any former
      employee of the Company from such former employee, or from a third party, by
      providing a reference setting forth his personal views about such former
      employee, or (ii) if an entity with which you are associated hires or engages
      any employee of the Company or any of its subsidiaries, if you were not,
      directly or indirectly, involved in hiring or identifying such person as a
      potential recruit or assisting in the recruitment of such employee; and


     

    (b) Within
      twelve (12) months following the termination of your employment, you will not
      become associated with (as an employee, partner, director of or consultant
      to),
      provide services to or have any financial interest in, any Competing Business,
      or any start-up venture that proposes to be, or holds itself out as, an actual
      or potential Competing Business. For purposes of this paragraph, “Competing
      Business” shall mean a business that competes with the business of NYFIX (or any
      subsidiary thereof), or any business in which NYFIX (or any subsidiary thereof)
      is actively contemplating being engaged in on the date of the termination of
      your employment (and of which you have knowledge). A Competing Business,
      however, shall not be deemed to include the business engaged in by any
      affiliated company or division of a Competing Business so long as such
      affiliated company or division does not itself engage in the Competing Business.
      You have represented to NYFIX that you currently own 6,125 units in Level LLC,
      representing less than five (5%) of the outstanding units in that company;
      NYFIX
      acknowledges that such ownership interest shall not be deemed a violation of
      the
      terms of this paragraph. You represent that the terms of this Agreement and
      the
      separate Consulting Agreement do not violate the terms of your Membership
      Agreement with LeveL LLC.

     

    2. Upon
      any
      termination of your employment, you shall promptly deliver to the Company all
      Company property, together with all models, samples, hardware, equipment, notes,
      books, files, reports, machine readable program codes, object and source code
      items and manuals, correspondence, drawings, other written and graphical
      records, and other computer system documentation (herein collectively referred
      to as “Company materials”) in your possession or under your control relating to
      the business of the Company. Such Company materials are deemed to be the
      exclusive property of the Company, and Employee shall not make or retain any
      copies thereof. Anything to the contrary notwithstanding, you shall be entitled
      to retain (i) papers and other materials of a personal nature, including, but
      not limited to, photographs, correspondence, personal diaries, calendars and
      rolodexes, personal files and phone books, (ii) information showing your
      compensation or relating to reimbursement of expenses, (iii) information that
      you reasonably believe may be needed for tax purposes and (iv) copies of plans,
      programs and agreements relating to the terms of your employment, or termination
      thereof, with the Company.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Attachment
      C

     

    TAX
      PROVISIONS

     

    The
      parties hereto intend that all benefits and payments to be made to you under
      this agreement will be provided or paid to you in compliance with all applicable
      provisions of section 409A of the Code and the regulations issued thereunder,
      and the rulings, notices and other guidance issued by the Internal Revenue
      Services interpreting the same (“the Section 409A Rules”), and this agreement
      shall be construed and administered in accordance with such intent. The parties
      also agree that this agreement may be modified, as reasonably requested by
      either party, to the extent necessary to comply with all applicable requirements
      of, and to avoid the imposition of any additional tax, interest and penalties
      under, the Section 409A Rules in connection with, the benefits and payments
      to
      be provided or paid to you hereunder. Any such modification shall maintain
      the
      original intent and economic benefit to you of the applicable provision of
      this
      agreement, to the maximum extent possible without violating the Section 409A
      Rules. Neither you nor the Company may accelerate or defer any payment due
      hereunder except as specifically permitted or required by the Section 409A
      Rules. Notwithstanding the foregoing or anything to the contrary contained
      in
      any other provision of this agreement, if you are a “specified employee” within
      the meaning of the Section 409A Rules at the time of your “separation from
      service” within the meaning of the Section 409A Rules, then any payment
      otherwise required to be made to you under this agreement on account of your
      separation from service, to the extent such payment (after taking in to account
      all exclusions applicable to such payment under the Section 409A Rules) is
      properly treated as deferred compensation subject to the Section 409A Rules,
      shall not be made until the first business day after (i) the expiration of
      six
      (6) months from the date of your separation from service, or (ii) if earlier,
      the date of your death (the ”Delayed Payment Date”). On the Delayed Payment
      Date, there shall be paid to you or, if you have died, to your estate, in a
      single cash lump sum, an amount equal to aggregate amount of the payments
      delayed pursuant to the preceding sentence. 

     

    Notwithstanding
      any other provision in this Agreement to the contrary, all expenses eligible
      for
      reimbursement hereunder shall be paid to you promptly in accordance with the
      Company’s customary practices (if any) applicable to the reimbursement of
      expenses of such type, but in any event by no later than December 31 of the
      calendar year following the calendar year in which such expenses were incurred.
      The expenses incurred by you in any calendar year that are eligible for
      reimbursement under this Agreement shall not affect the expenses incurred by
      you
      in any other calendar year that are eligible for reimbursement hereunder. Your
      right to receive any reimbursement hereunder shall not be subject to liquidation
      or exchange for any other benefit.

     

    


     

    Attachment
      D

     

    ADDITIONAL
      BONUS EXAMPLE

    


    

      
        	
                Assumption:

              	 	
                For
                  the applicable year (compared to the prior year), net organic revenue
                  growth of the Division equals $11 million

              
	 	 	 
	
                Calculation:

              	 	
                 .01
                  (first $5 million) + .02 (next $5 million) + .03 (next $1
                  million)

              
	 	 	 
	 	=	
                $50,000
                  + $100,000 + $30,000

              
	 	 	 
	 	= 	
                $180,000
                  Additional Bonus

              


      

    

    


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

Attachment
      E

     

    Sample
      Release

     

    You
      hereby irrevocably and unconditionally release and discharge NYFIX, its
      affiliated companies, and its and their former and current officers, directors
      and employees from liability for any claims, causes of action and demands that
      you have or may have against it and them as of the date of your signing this
      letter agreement, whether they are known or unknown to you, relating in any
      way
      to your employment with NYFIX, including without limitation any claims, causes
      of action and demands related to or for breach of express or implied contract,
      violation of public policy, negligence, interference with contractual or
      business relations or any other tort, or arising under or asserting any
      violations of any federal, state or local laws, rules or regulations, any fair
      employment practices or other employee relations statutes (including without
      limitation Title VII of the Civil Rights Act of 1964, the New York State Human
      Rights Law, the New York City Human Rights Law, the New York Labor Law, the
      Connecticut Fair Employment Practices Act, the Age Discrimination in Employment
      Act of 1967 (“ADEA”), the Americans with Disabilities Act of 1990 and the
      employment laws and regulations of the States of New York and Massachusetts),
      or
      arising under or asserting violations of any rule, executive order, law or
      ordinance, or any other obligation. Nothing
      herein, however, shall prevent you from exercising any rights under the Older
      Workers Benefit Protection Act to challenge the validity of this waiver and
      release of ADEA claims pursuant to this letter agreement and nothing herein
      shall interfere with your COBRA rights. Further, nothing
      herein shall release Company or any other releasee from any claims based on
      (i)
      any right you may have to enforce the Employment Agreement or this letter
      agreement, (ii) any right or claim that arises after the date of this letter
      agreement, (iii) any right you may have to accrued benefits or entitlements
      under any applicable plan, agreement, program, award, policy or arrangement
      of
      Company, (iv) your eligibility for indemnification and advancement of expenses
      in accordance with applicable laws or the certificate of incorporation and
      by-laws of Company, or any applicable insurance policy or (v) any right you
      may
      have to obtain contribution as permitted by law in the event of entry of
      judgment against you as a result of any act or failure to act for which you,
      on
      the one hand, and Company or any other releasee, on the other hand, are jointly
      liable.

    


    
      
        
        

      

      
        9