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Exhibit 10.12  


 
 

GFI GROUP INC.
  
  2004 Equity Incentive Plan
  
  * * * * *    
    


        1.    Purpose.    The purpose of the GFI Group Inc. 2004 Equity Incentive Plan (the
"Plan") is to further and promote the interests of GFI Group Inc. (the "Company"), its Subsidiaries (as defined below) and its stockholders by enabling the Company and its Subsidiaries to
attract, retain and motivate employees, non-employee directors and consultants, or those who will become employees, non-employee directors or consultants, and to align the
interests of those individuals and the Company's stockholders. 


        2.    Certain Definitions.    For purposes of the Plan, the following terms shall have the
meanings set forth below: 



        2.1    "Award"    shall mean an award or grant made to a Participant under Sections 6, 7, 8
and/or 9 of the Plan. 


        2.2    "Award Agreement"    shall mean the agreement executed by a Participant pursuant to
Sections 3.2 and 11.4 of the Plan in connection with the granting of an Award. 


        2.3    "Board"    shall mean the Board of Directors of the Company, as constituted from time
to time. 


        2.4    "Code"    shall mean the Internal Revenue Code of 1986, as in effect and as amended
from time to time, or any successor statute thereto, together with any rules, regulations and interpretations promulgated thereunder or with respect thereto. 


        2.5    "Committee"    shall mean the compensation committee of the Board. 


        2.6    "Common Stock"    shall mean the Class B Common Stock, par value $0.01 per
share, of the Company or any security of the Company issued by the Company in substitution or exchange therefor. 



        2.7    "Company"    shall mean GFI Group Inc. a Delaware corporation, or any successor
corporation to GFI Group, Inc. 


        2.8    "Fair Market Value"    of the Company's Common Stock on a Trading Day shall mean the
last reported sale price for Common Stock or, in case no such reported sale takes place on such Trading Day, the average of the closing bid and asked prices for the Common Stock for such Trading Day,
in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any national
securities exchange, but is traded in the over-the-counter market, the closing sale price of the Common Stock or, if no sale is publicly reported, the average of the closing
bid and asked quotations for the Common Stock, as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or any comparable system or, if the Common Stock is
not listed on NASDAQ or a comparable system, the closing sale price of the Common Stock or, if no sale is publicly reported, the average of the closing bid and asked prices, as furnished by two
members of the National Association of Securities Dealers, Inc. who make a market in the Common Stock selected from time to time by the Company for that purpose. In addition, for purposes of
this definition, a "Trading Day" shall mean, if the Common Stock is listed on any national securities exchange, a business day during which such exchange was open for trading and at least one trade of
Common Stock was effected on such exchange on such business day, or, if the Common Stock is not listed on any national securities exchange but is traded in the over-the-counter
market, a business day during which the over-the-counter market was open for trading and at least one "eligible dealer" quoted both a bid and asked price for the Common Stock.
An "eligible dealer" for any day shall include any broker-dealer who quoted both a bid and asked price for such day, but shall not include any broker-dealer who quoted only a bid or only an asked
price for such day. In the event the Company's Common Stock is not publicly traded, the Fair Market Value of such Common Stock shall be determined by the Committee in good faith in whatever manner it
considers appropriate. 


        2.9    "Participant"    shall mean any individual who is selected from time to time under
Section 5 to receive an Award under the Plan. 


        2.10    "Performance Units"    shall mean the monetary units granted under Section 9 of
the Plan and the relevant Award Agreement. 








 




        2.11    "Plan"    shall mean the GFI Group, Inc. 2004 Equity Incentive Plan, as set
forth herein and as in effect and as amended from time to time (together with any rules and regulations promulgated by the Board or the Committee with respect thereto). 


        2.12    "Restricted Shares"    shall mean the restricted shares of Common Stock granted
pursuant to the provisions of Section 8 of the Plan and the relevant Award Agreement. 



        2.13    "Restricted Stock Unit"    shall mean an Award granted to a Participant pursuant to
the provisions of Section 8 of the Plan and the relevant Award Agreement, except no shares of Common Stock are actually awarded to the Participant on the date of grant. 


        2.14    "Stock Appreciation Right"    shall mean an Award described in Section 7.2 of
the Plan and granted pursuant to the provisions of Section 7 of the Plan 



        2.15    "Stock Option"    shall mean an Award made to a Participant pursuant to
Section 6 of the Plan. 


        2.16    "Subsidiary(ies)"    shall mean any corporation (other than the Company), partnership
or limited liability company in an unbroken chain of entities, including and beginning with the Company, if each of such entities, other than the last entity in the unbroken chain, owns, directly or
indirectly, more than fifty percent (50%) of the voting stock, partnership or membership interests in one of the other entities in such chain. 




        3.    Administration.    



        3.1    General.    The Plan shall be administered by the Committee. 


        3.2    Plan Administration and Plan Rules.    The Committee is authorized to construe and
interpret the Plan and to promulgate, amend and rescind rules and regulations relating to the implementation and administration of the Plan. Subject to the terms and conditions of the Plan, the
Committee shall make all determinations necessary or advisable for the implementation and administration of the Plan including, without limitation, (a) selecting the Plan's Participants,
(b) making Awards in such amounts and form as the Committee shall determine, (c) imposing such restrictions, terms and conditions upon such Awards as the Committee shall deem
appropriate, and (d) correcting any technical defect(s) or technical omission(s), or reconciling any technical inconsistency(ies), in the Plan, any Award Agreement and/or any other applicable
agreement. The Committee may designate persons other than members of the Committee to carry out the day-to-day ministerial administration of the Plan under such conditions and
limitations as it may prescribe, except that the Committee shall not delegate its authority with regard to the selection for participation in the Plan and/or the granting of any Awards to
Participants. The Committee's determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated. Any
determination, decision or action of the Committee in connection with the construction, interpretation, administration, or implementation of the Plan shall be final, conclusive and binding upon all
Participants and any person(s) claiming under or through any Participants. The Company shall effect the granting of Awards under the Plan, in accordance with the determinations made by the Committee
by execution of written agreements and/or other instruments in such form as is approved by the Committee. 




        4.    Term of Plan/Common Stock Subject to Plan.    



        4.1    Term.    The Plan shall terminate on the tenth anniversary of the Board's approval of
the Plan, except with respect to Awards then outstanding. After such date no further Awards shall be granted under the Plan. 


        4.2    Common Stock.    The maximum number of shares of Common Stock in respect of which
Awards may be granted under the Plan, subject to adjustment as provided in Section 11.2 of the Plan, shall not exceed 3,000,000 shares of Common Stock. In the event of a change in the Common
Stock that is limited to a change in the designation thereof to "Capital Stock" or other similar designation, or to a change in the par value thereof, or from par value to no par value, without
increase or decrease in the number of issued shares, the shares resulting from any such change shall be deemed to be the Common Stock for purposes of the Plan. Common Stock which may be issued under
the Plan may be either authorized and unissued shares or issued shares which have been reacquired by the Company (in the open-market or in private transactions) and which are being held as
treasury shares. No fractional shares of Common Stock shall be issued under the Plan. Shares of Common Stock subject to an Award that expires unexercised, that is forfeited, terminated or canceled,
that is settled in cash or other forms of property, or otherwise does not result in the issuance of shares of Common Stock, in whole or in 



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part,
shall thereafter again be available for grant under the Plan. If the exercise price of any Stock Option is satisfied by delivering shares of Common Stock to the Company (by tender of such shares
or attestation) or by authorizing the Company to retain shares of Common Stock, only the number of shares of Common Stock delivered to the Participant net of shares of Common Stock delivered to the
Company (by tender or attestation) or retained by the Company shall be deemed delivered for purposes of determining the maximum number of shares of Common Stock available for grant under the Plan. To
the extent any shares of Common Stock subject to an Award are not delivered to a Participant because such shares are used to satisfy an applicable tax or other withholding obligations, such shares
shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Common Stock available for grant under the Plan. Shares of Common Stock purchased by the Company
on the open market using proceeds from Stock Option exercise shall also be available for grant under the Plan; provided, however, that the increase in the number of shares of Common Stock available
for grant pursuant to such market purchases shall not be greater than the number that could be repurchased at Fair Market Value on the date of exercise of the Stock Option giving rise to such
proceeds. 




        5.    Eligibility.    Individuals eligible for Awards under the Plan shall be determined by
the Committee in its sole discretion and shall be limited to the employees and non-employee directors of and consultants to the Company and its Subsidiaries, whether nationals or residents
of the United States or foreign individuals, or those who will become employees or non-employee directors of or consultants to the Company and its Subsidiaries, whether nationals or
residents of the United States or foreign individuals. 



        5.1    Employees Based Outside of the United States.    Notwithstanding any provision of the
Plan to the contrary, in order to foster and promote achievement of the purposes of the Plan or to comply with the provisions of laws in other countries in which the Company and its Subsidiaries
operate or have Employees, the Committee or its delegate, in its sole discretion, shall have the power and authority to (1) determine which Employees that are subject to the tax laws of nations
other than the United States are eligible to participate in the Plan, (2) modify the terms and conditions of any Awards granted to such Employees (including the grant of Stock Appreciation
Rights or some other comparable form of award ("Substitute Award"), and (3) establish subplans, modified Stock Option exercise procedures and other terms and procedures to the
extent such actions may be necessary or advisable. Any subplans established under this Article by the Committee shall be attached to this Plan as appendices. The terms of this Plan applicable to Stock
Options shall apply with like effect to Stock Appreciation Rights, Restricted Stock Unit Awards, Performance Unit Awards and Substitute Awards to the extent legally permissible. 




        6.    Stock Options.    



        6.1    Terms and Conditions.    Stock Options granted under the Plan shall be in respect of
Common Stock and be in the form of non-qualified stock options ("Stock Options"). Such Stock Options shall be subject to the terms and conditions set forth in this Section 6 and any
additional terms and conditions, not inconsistent with the express terms and provisions of the Plan, as the Committee shall set forth in the relevant Award Agreement. 


        6.2    Grant.    Stock Options may be granted under the Plan in such form as the Committee may
from time to time approve. 


        6.3    Exercise Price.    The exercise price per share of Common Stock subject to a Stock
Option shall be determined by the Committee in its sole discretion at the time of grant and shall be indicated in the Participant's Award Agreement. 


        6.4    Term.    The term of each Stock Option shall be such a period of time as is fixed by
the Committee. 


        6.5    Method of Exercise.    A Stock Option may be exercised, in whole or in part, by giving
written notice of exercise to the Secretary of the Company or such other person as may be designated by the Committee specifying the number of shares to be purchased. Such notice shall be accompanied
by payment in full of the exercise price in cash, by certified check, bank draft or money order payable to the order of the Company, or by any other mechanism permitted by the Committee in its sole
discretion. Payment instruments shall be received by the Company subject to collection. The proceeds received by the Company upon exercise of any Stock Option may be used by the Company for general
corporate purposes. Any portion of a Stock Option that is exercised may not be exercised again. 



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        7.    Stock Appreciation Rights.    



        7.1    Terms and Conditions.    The grant of Stock Appreciation Rights
under the Plan shall be subject to the terms and conditions set forth in this Section 7 and any additional terms and conditions, not inconsistent with the express terms and provisions of the
Plan, as the Committee shall set forth in the relevant Award Agreement. 


        7.2    Stock Appreciation Rights.    A Stock Appreciation Right is an
Award granted with respect to a specified number of shares of Common Stock entitling a Participant to receive an amount equal to the excess of the Fair Market Value of a share of Common Stock on the
date of exercise over the Fair Market Value of a
share of Common Stock on the date of grant of the Stock Appreciation Right, multiplied by the number of shares of Common Stock with respect to which the Stock Appreciation Right shall have been
exercised. 


        7.3    Grant.    A Stock Appreciation Right may be granted in addition
to any other Award under the Plan or in tandem with or independent of a Stock Option. 


        7.4    Date of Exercisability.    In respect of any Stock Appreciation
Right granted under the Plan, unless otherwise (a) determined by the Committee (in its sole discretion) at any time and from time to time in respect of any such Stock Appreciation Right, or
(b) provided in the Award Agreement, a Stock Appreciation Right may be exercised by a Participant, in accordance with and subject to all of the procedures established by the Committee, in whole
or in part at any time and from time to time during its specified term. Notwithstanding the preceding sentence, in no event shall a Stock Appreciation Right be exercisable prior to the exercisability
of any Stock Option with which it is granted in tandem. The Committee may also provide, as set forth in the relevant Award Agreement and without limitation, that some Stock Appreciation Rights shall
be automatically exercised and settled on one or more fixed dates specified therein by the Committee. 



        7.5    Form of Payment.    Upon exercise of a Stock Appreciation
Right, payment may be made in cash, in Restricted Shares or in shares of unrestricted Common Stock, or in any combination thereof, as the Committee, in its sole discretion, shall determine and provide
in the relevant Award Agreement. 


        7.6    Tandem Grant.    The right of a Participant to exercise a
tandem Stock Appreciation Right shall terminate to the extent such Participant exercises the Stock Option to which such Stock Appreciation Right is related. 




        8.    Restricted Shares and Restricted Stock Units.    



        8.1    Terms and Conditions.    Awards of Restricted Shares and/or
Restricted Stock Units shall be subject to the terms and conditions set forth in this Section 8 and any additional terms and conditions, not inconsistent with the express terms and provisions
of the Plan, as the Committee shall set forth in the relevant Award Agreement or other applicable agreement. Subject to the terms of the Plan, the Committee shall determine the number of Restricted
Shares and/or Restricted Stock Units to be granted to a Participant and the Committee may provide or impose different terms and conditions on any particular Restricted Shares and/or Restricted Stock
Units grant made to any Participant. With respect to each Participant receiving an Award of Restricted Shares, there shall be issued a stock certificate (or certificates) in respect of such Restricted
Shares. Such stock certificate(s) shall be registered in the name of the Participant, and shall bear, among other required legends, the following legend: 



"THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION, FORFEITURE EVENTS) CONTAINED IN THE GFI
GROUP, INC. 2004 EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER HEREOF AND GFI GROUP, INC. COPIES OF SUCH
PLAN AND AWARD AGREEMENT ARE ON FILE IN THE OFFICE OF THE SECRETARY OF GFI GROUP, INC. 100 WALL STREET, NEW YORK, NY 10005. GFI GROUP, INC. WILL FURNISH TO THE RECORDHOLDER OF THE
CERTIFICATE, WITHOUT CHARGE AND UPON WRITTEN REQUEST AT ITS PRINCIPAL PLACE OF BUSINESS, A COPY OF SUCH PLAN AND AWARD AGREEMENT. GFI GROUP, INC. RESERVES THE RIGHT TO REFUSE TO RECORD THE
TRANSFER OF THIS CERTIFICATE UNTIL ALL SUCH RESTRICTIONS ARE SATISFIED, ALL SUCH TERMS ARE COMPLIED WITH AND ALL SUCH CONDITIONS ARE SATISFIED." 




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The
stock certificate evidencing Restricted Shares shall, in the sole discretion of the Committee, be deposited with and held in custody by the Company until the restrictions thereon shall have lapsed
and all of the terms and conditions applicable to such grant shall have been satisfied. 



        8.2    Restricted Share and/or Restricted Stock Unit Grants.    A
grant of Restricted Shares is an Award of shares of Common Stock granted to a Participant, subject to such restrictions, terms and conditions, if any, as the Committee deems appropriate, including,
without limitation, (a) restrictions on the sale, assignment, transfer, hypothecation or other disposition of such shares, (b) the requirement that the Participant deposit such shares
with the Company while such shares are subject to such restrictions, and (c) the requirement that such shares be forfeited upon termination of employment or service for any reason or for
specified reasons within a specified period of time (including, without limitation, the failure to achieve designated performance goals). Restricted Stock Units shall be similar to Restricted Shares
except that no shares of Common Stock are actually awarded to the Participant on the date of grant. 


        8.3    Restriction Period.    In accordance with Sections 8.1 and 8.2
of the Plan and unless otherwise determined by the Committee (in its sole discretion) at any time and from time to time, Restricted Shares and/or Restricted Stock Units shall only become unrestricted
and vested in the Participant in accordance with such vesting schedule and any other applicable restrictions, terms and conditions relating to such Restricted Shares and/or Restricted Stock Units, if
any, as the Committee may establish in the relevant Award Agreement or other applicable agreement (the "Restriction Period"). During the Restriction Period, such stock shall be and remain unvested and
a Participant may not sell, assign, transfer, pledge, encumber or otherwise dispose of or hypothecate such Award. Upon satisfaction of the vesting schedule and any other applicable restrictions, terms
and conditions, the Participant shall be entitled to receive the Restricted Shares and/or Restricted Stock Units or a portion thereof, as the case may be, as provided in Section 8.4 of the
Plan. 


        8.4    Payment of Restricted Share and/or Restricted Stock Unit
Grants.    After the satisfaction and/or lapse of the restrictions, terms and conditions established by the Committee in respect of a grant of Restricted Shares, a
new certificate, without the legend set forth in Section 8.1 hereof, for the number of shares of Common Stock which are no longer subject to such restrictions, terms and conditions shall, as
soon as practicable thereafter, be delivered to the Participant. Except as otherwise provided in this Section 8 or under applicable law, Restricted Stock Units shall be paid on such date and in
such form (e.g., cash, shares, or a combination of cash and shares) as the Committee, in its sole discretion, shall determine. 



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        8.5    Stockholder Rights.    A Participant
shall have, with respect to the shares of Common Stock underlying a grant of Restricted Shares, all of the rights of a stockholder of such stock (except as such rights (including the right to receive
dividends), in the Committee's discretion, are limited or restricted under the Plan or in the relevant Award Agreement or in any other applicable agreement). Any stock dividends paid in respect of
unvested Restricted Shares shall (to the extent the unvested Restricted Shares are entitled to receive dividends) be treated as additional Restricted Shares and shall be subject to the same
restrictions and other terms and conditions that apply to the unvested Restricted Shares in respect of which such stock dividends are issued. There shall be no shareholder rights with respect to any
Restricted Stock Units granted hereunder. 


9.    Performance Units.


        9.1    Terms and Conditions.    Performance
Units shall be subject to the terms and conditions set forth in this Section 9 and any additional terms and conditions, not inconsistent with the express provisions of the Plan, as the
Committee shall set forth in the relevant Award Agreement. 


        9.2    Performance Unit Grants.    A
Performance Unit is an Award of units (with each unit representing such monetary amount as is designated by the Committee in the Award Agreement) granted to a Participant, subject to such terms and
conditions as the Committee deems appropriate, including, without limitation, the requirement that the Participant forfeit such units (or a portion thereof) in the event certain performance criteria
or other conditions are not met within a designated period of time. 


        9.3    Grants.    Performance Units may be
granted alone or in addition to any other Awards under the Plan. Subject to the terms of the Plan, the Committee shall determine the number of Performance Units to be granted to a Participant and the
Committee may impose different terms and conditions on any particular Performance Units granted to any Participant. 


        9.4    Performance Goals and Performance
Periods.    Participants receiving a grant of Performance Units shall only earn into and be entitled to payment in respect of such Awards if the Company and/or the
Participant achieves certain performance goals (the "Performance Goals") during and in respect of a designated performance period (the "Performance Period"). The Performance Goals and the Performance
Period shall be established by the Committee, in its sole discretion. The Committee shall
establish Performance Goals for each Performance Period prior to, or as soon as practicable after, the commencement of such Performance Period. The Committee shall also establish a schedule or
schedules for Performance Units setting forth the portion of the Award which will be earned or forfeited based on the degree of achievement, or lack thereof, of the Performance Goals at the end of the
relevant Performance Period. In setting Performance Goals, the Committee may use, but shall not be limited to, such measures as total shareholder return, return on equity, net earnings growth, sales
or revenue growth, cash flow, comparisons to peer companies, individual or aggregate Participant performance or such other measure or measures of performance as the Committee, in its sole discretion,
may deem appropriate. Such performance measures shall be defined as to their respective components and meaning by the Committee (in its sole discretion). During any Performance Period, the Committee
shall have the authority to adjust the Performance Goals and/or the Performance Period in such manner as the Committee, in its sole discretion, deems appropriate at any time and from time to time. 


        9.5    Payment of Units.    With respect to
each Performance Unit, the Participant shall, if the applicable Performance Goals have been achieved, or partially achieved, as determined by the Committee in its sole discretion, by the Company
and/or the Participant during the relevant Performance Period, be entitled to receive payment in an amount equal to the designated value of each Performance Unit times the number of such units so
earned. Payment in settlement of earned Performance Units shall be made as soon as practicable following the conclusion of the respective 


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Performance
Period in cash, in unrestricted Common Stock, or in Restricted Shares, or in any combination thereof, as the Committee in its sole discretion, shall determine and provide in the relevant
Award Agreement. 


10.    Non-transferability of Awards.  


        10.1    Awards.    Unless otherwise provided in the Participant's
Award Agreement, no Award under the Plan or any Award Agreement, and no rights or interests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged, or otherwise
hypothecated or disposed of by a Participant or any beneficiary(ies) of any Participant, except by testamentary disposition by the Participant or pursuant to the laws of intestate succession. No such
interest shall be subject to execution, attachment or similar legal process, including, without limitation, seizure for the payment of the Participant's debts, judgments, alimony, or separate
maintenance. 


11.    Changes in Capitalization and Other Matters.


        11.1    No Corporate Action Restriction.    The existence of the Plan,
any Award Agreement and/or the Awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Company to make or authorize
(a) any adjustment, recapitalization, reorganization or other change in the Company's or any Subsidiary's capital structure or its business, (b) any merger, consolidation or change in
the ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Company's or any Subsidiary's capital
stock or the rights thereof, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the Company's or any Subsidiary's assets
or business, or (f) any other corporate act or proceeding by the Company or any Subsidiary. No Participant, beneficiary or any other person shall have any claim against any member of the Board,
the Committee, the Company or any Subsidiary, or any employees, officers, stockholders or agents of the Company or any subsidiary, as a result of any such action. 



        11.2    Changes in Capital Structure.    Awards granted under the Plan
and any agreements evidencing such Awards and the maximum number of shares of Common Stock subject to all Awards stated in Section 4.2 shall be subject to adjustment or substitution, as
determined by the Board in its sole discretion, as to the number, price or kind of a share of stock or other consideration subject to such Awards or as otherwise determined by the Board to be
equitable (i) in the event of changes in the outstanding stock or in the capital structure of the Company by reason of stock or extraordinary cash dividends, stock splits, reverse stock splits,
recapitalization, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant of any such Award or (ii) in
the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for,
Participants, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. The Company shall give each Participant notice of an adjustment hereunder
and, upon notice, such adjustment shall be conclusive and binding for all purposes. 



        Notwithstanding
the above, in the event of any of the following, 



	A.
	The
Company is merged into or consolidated with another corporation or entity;



	B.
	All
or substantially all of the assets of the Company are acquired by another person;



	C.
	The
reorganization or liquidation of the Company; 



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then
the Board may, in its discretion and upon at least ten (10) days advance notice to the affected persons, cancel any outstanding Awards and cause the holders thereof to be paid, in cash or
stock (including any stock of a successor or acquirer), or any combination thereof, the value of such Awards as determined by the Board (e.g., in the case of Stock Options, based upon the excess of
the value of a share of Common Stock over the exercise price per share). 


12.    Amendment, Suspension and Termination.



        12.1    In General.    The Board may suspend or terminate the Plan (or
any portion thereof) at any time and may amend the Plan at any time and from time to time in such respects as the Board may deem advisable or in the best interests of the Company or any Subsidiary. No
such amendment, suspension or termination shall materially and adversely affect the rights of any Participant under any outstanding Awards, without the consent of such Participant. 


        12.2    Award Agreement Modifications.    The Board may, in its sole
discretion, amend or modify at any time and from time to time the terms and provisions of any outstanding Award in any manner to the extent that the Board under the Plan or any Award Agreement could
have initially determined the restrictions, terms and provisions of such Award. No such amendment or modification shall materially and adversely affect the rights of any Participant under any Award
without the consent of the Participant. 


13.    Miscellaneous.


        13.1    Tax Withholding.    The Company shall have the right to deduct
from any payment or settlement under the Plan, including, without limitation, the exercise of any Stock Option, or the delivery, transfer or
vesting of Restricted Shares or any other Award, any federal, state, local, foreign or other taxes of any kind which the Committee, in its sole discretion, deems necessary to be withheld to comply
with the Code and/or any other applicable law, rule or regulation. In addition, the Company shall have the right to require payment from a Participant to cover any applicable withholding or other
employment taxes due upon any payment or settlement under the Plan. 


        13.2    No Right to Employment.    Neither the adoption of the Plan,
the granting of any Award, nor the execution of any Award Agreement, shall confer upon any employee, director or consultant of the Company or any Subsidiary any right to continued employment, Board
membership or consulting relationship with the Company or any Subsidiary, as the case may be, nor shall it interfere in any way with the right, if any, of the Company or any Subsidiary to terminate
the employment, directorship or consulting relationship of any employee, director or consultant at any time for any reason, even if such termination adversely affects such Participant's Awards. 



        13.3    Listing, Registration and Other Legal Compliance.    No Awards
or shares of the Common Stock shall be required to be issued or granted under the Plan or any Award Agreement unless legal counsel for the Company shall be satisfied that such issuance or grant will
be in compliance with all applicable securities laws and regulations and any other applicable laws or regulations. The Committee may require, as a condition of any payment or share issuance, that
certain agreements, undertakings, representations, certificates, and/or information, as the Committee may deem necessary or advisable, be executed or provided to the Company to assure compliance with
all such applicable laws or regulations. Certificates for shares of Common Stock delivered under the Plan may bear appropriate legends and may be subject to such stock-transfer orders and such other
restrictions as the Committee may deem advisable under the rules, regulations, or other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is
listed, and any applicable securities 


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law.
In addition, if, at any time specified herein (or in any Award Agreement or otherwise) for (a) the making of any Award, or the making of any determination, (b) the issuance or other
distribution of Common Stock, or (c) the payment of amounts to or through a Participant with respect to any Award, any law, rule, regulation or other requirement of any governmental authority
or agency shall require either the Company, any Subsidiary or any Participant (or any estate, designated beneficiary or other legal representative thereof) to take any action in connection with any
such determination, any such shares to be issued or distributed, any such payment, or the making of any such determination, as the case may be, shall be deferred until such required action is taken. 


        13.4    Award Agreements.    Each Participant receiving an Award under
the Plan shall enter into an Award Agreement and any other agreement required by the Committee with the Company in such forms as specified by the Committee. Each Participant shall agree to the
restrictions, terms and conditions of the Award set forth therein and in the Plan. 


        13.5    Designation of Beneficiary.    Each Participant to whom an
Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Stock Option or to receive any payment which under the terms of the Plan and the relevant Award
Agreement may become exercisable or payable on or after the Participant's death. At any time, and from time to time, any such designation may be changed or cancelled by the Participant without the
consent of any such beneficiary. Any such designation, change or cancellation must be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee.
If no beneficiary has been designated by a deceased Participant, or if the designated beneficiaries have predeceased the Participant, the beneficiary shall be the Participant's estate. If the
Participant designates more than one beneficiary, any payments under the Plan to such beneficiaries shall be made in equal shares unless the Participant has expressly designated otherwise, in which
case the payments shall be made in the shares designated by the Participant. 


        13.6    Leaves of Absence/Transfers.    The Committee shall have the
power to promulgate rules and regulations and to make determinations, as it deems appropriate, under the Plan in respect of any leave of absence from the Company or any Subsidiary granted to a
Participant. Without limiting the generality of the foregoing, the Committee may determine whether any such leave of absence shall be treated as if the Participant has terminated employment with the
Company or any Subsidiary. If a Participant transfers within the Company, or to or from any Subsidiary, such Participant shall not be deemed to have terminated employment as a result of such transfer. 


        13.7    Discretionary Nature of Benefit.    The issuance of an Award
does not entitle the Participant to any benefit other than that granted under the Plan. Any benefits granted under the Plan are not part of the Participant's ordinary salary and shall not be
considered as part of such salary in the event of severance, redundancy or resignation. The benefits granted under the Plan are entirely at the grace and discretion of the Company and are not
compensation for past performance. 


        13.8    Transmission of Private Data.    The Participants agrees to
the transfer of any information by his employer, to related corporations, including the Company, relating to his participation in the Plan. 



        13.9    Governing Law.    The Plan and all actions taken thereunder
shall be governed by and construed in accordance with the laws of the State of New York, without reference to the principles of conflict of laws thereof. Any titles and headings herein are for
reference purposes only, and shall in no way limit, define or otherwise affect the meaning, construction or interpretation of any provisions of the Plan. 



        13.10    Effective Date.    The Plan shall be effective as of the date
of its approval by the Board. 


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GFI GROUP INC. 2004 Equity Incentive Plan