Unassociated Document


    Exhibit 10.25

    December
29, 2008

    


    PERSONAL &
CONFIDENTIAL

    


    Robert
Moitoso

    [Home
Address Redacted]

    


    Dear
Bob:

    


    Reference
is made to the Employment Agreement dated January 3, 2007 between you and NYFIX,
Inc., (the “Agreement”).

    


    
      	
              1.

            	
              You
      and NYFIX, Inc. hereby agree to add the following sentence at the end of
      the second full paragraph on page one of the
  Agreement:

            


    

    


    “, which
will be paid in a lump sum no later than March 15 of the year after the year in
which the bonus was achieved.”

    


    
      	
              2.

            	
              You
      and NYFIX, Inc. hereby agree that the last sentence of the first full
      paragraph of page three of the Agreement is replaced, in its entirety,
      with the following two sentences:

            


    

    


    “Notwithstanding
the above, in the event you are terminated without Cause, subject to the
provisions of Attachment A, you will receive twelve (12) months’ base pay at
your then-current rate, less required withholdings, commencing thirty (30) days
after the date of termination, payable in accordance with NYFIX’s normal payroll
practices, provided that within 30 days of your termination you have executed,
and any applicable revocation period has expired with respect to, a release
document in form and substance acceptable to NYFIX in its sole
discretion.  All severance payments hereunder are subject to the
provisions of Attachment B.”

    


    
      	
              3.

            	
              You
      and NYFIX, Inc. hereby agree to add Attachment B, “Payments Subject to
      Section 409A,” to read as set forth in the attachment
    hereto.

            


    

    


    — The
remainder of this page is intentionally left blank —


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	 
      	 	
                    NYFIX,
      Inc.

                  
	 
      	 	 
      
	 
      	 	
                    Very
      truly yours,

                  
	 
      	 	
                    /s/ Steven Vigliotti

                  
	 
      	 	
                    Steven
      Vigliotti

                  
	 
      	 	
                    Chief
      Financial Officer

                  
	 
      	 	 
      
	
                    Accepted
      and Agreed:

                  	 	 
      
	
                    /s/ Robert Moitoso

                  	 	 
      
	
                    Robert
      Moitoso

                  	 	 
      
	
                    December 30, 2008

                  	 	 
      


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Attachment
B

     

    Payments Subject to Section
409A

     

    Subject
to the provisions in this Attachment A, severance payments or benefits under
this offer letter shall begin only upon the date of your “separation from
service” (determined as set forth below) which occurs on or after the date of
termination of employment.  The following rules shall apply with
respect to distribution of the payments and benefits, if any, to be provided to
you under this offer letter:

     

    
      	
              (a)

            	
              It
      is intended that each installment of the severance payments and benefits
      provided under this offer letter shall be treated as a separate “payment”
      for purposes of Section 409A of the Internal Revenue Code and the guidance
      issued thereunder (“Section 409A”).  Neither you nor the Company
      shall have the right to accelerate or defer the delivery of any such
      payments or benefits except to the extent specifically permitted or
      required by Section 409A.

            


    

     

    
      	
              (b)

            	
              If,
      as of the date of your “separation from service” from the Company, you are
      not a “specified employee” (within the meaning of Section 409A), then each
      installment of the severance payments and benefits shall be made on the
      dates and terms set forth in this offer
letter.

            


    

     

    
      	
              (c)

            	
              If,
      as of the date of your  “separation from service” from the
      Company, you are a “specified employee” (within the meaning of Section
      409A), then:

            


    

     

    
      	
              
              

            	
              (i)

            	
              Each
      installment of the severance payments and benefits due under this offer
      letter that, in accordance with the dates and terms set forth herein, will
      in all circumstances, regardless of when the separation from service
      occurs, be paid within the short-term deferral period (as defined under
      Section 409A) shall be treated as a short-term deferral within the meaning
      of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent
      permissible under Section 409A; and

            


    

     

    
      	
              
              

            	
              (ii)

            	
              Each
      installment of the severance payments and benefits due under this offer
      letter that is not described in paragraph (i) above and that would, absent
      this subsection, be paid within the six-month period following your
      “separation from service” from the Company shall not be paid until the
      date that is six months and one day after such separation from service
      (or, if earlier, your death), with any such installments that are required
      to be delayed being accumulated during the six-month period and paid in a
      lump sum on the date that is six months and one day following your
      separation from service and any subsequent installments, if any, being
      paid in accordance with the dates and terms set forth herein; provided,
      however, that the preceding provisions of this sentence shall not apply to
      any installment of severance payments and benefits if and to the maximum
      extent that that such installment is deemed to be paid under a separation
      pay plan that does not provide for a deferral of compensation by reason of
      the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to
      separation pay upon an involuntary separation from
      service).  Any installments that qualify for the exception under
      Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than
      the last day of your second taxable year following the taxable year in
      which the separation from service
occurs.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              (d)

            	
              The
      determination of whether and when your separation from service from the
      Company has occurred shall be made and in a manner consistent with, and
      based on the presumptions set forth in, Treasury Regulation Section
      1.409A-1(h).  Solely for purposes of this paragraph (d),
      “Company” shall include all persons with whom the Company would be
      considered a single employer as determined under Treasury Regulation
      Section 1.409A-(h)(3).

            


    

     

    
      	
              (e)

            	
              All
      reimbursements and in-kind benefits provided under this offer letter shall
      be made or provided in accordance with the requirements of Section 409A to
      the extent that such reimbursements or in-kind benefits are subject to
      Section 409A, including, where applicable, the requirement that (i) any
      reimbursement is for expenses incurred during your lifetime (or during a
      shorter period of time specified in this offer letter), (ii) the amount of
      expenses eligible for reimbursement during a calendar year may not affect
      the expenses eligible for reimbursement in any other calendar year, (iii)
      the reimbursement of an eligible expense will be made on or before the
      last day of the calendar year following the year in which the expense is
      incurred and (iv) the right to reimbursement is not subject to set off or
      liquidation or exchange for any other
benefit.

            


    

     

    
      	
              (f)

            	
              The
      Company may withhold (or cause to be withheld) from any payments made
      under this offer letter, all federal, state, city or other taxes as shall
      be required to be withheld pursuant to any law or governmental regulation
      or ruling.