Unassociated Document


    Exhibit
10.24

     

    January
3, 2007

    


    PERSONAL &
CONFIDENTIAL

    


    Robert
Moitoso

    [Home
Address Redacted]

    


    Dear
Bob:

    


    I am
pleased to extend this offer of employment to you as the Senior Vice President,
Head of the FIX Division with NYFIX, Inc. (“NYFIX” or the
“Company”).   Your start date is to be mutually
agreed.  Your initial job duties shall be as set forth on Attachment
A. (Please note that this offer is contingent upon approval by NYFIX’s Board of
Directors.)

    


    You will
be compensated at a salary of $9,615.38 per biweekly pay period (equivalent to
$250,000 on an annualized basis).  In addition, you will receive a
sign-on bonus of $100,000, minus applicable withholdings, payable on the first
payroll cycle following your first day of active employment with
NYFIX. This payment will be subject to full repayment to and recapture by
NYFIX (net of non-refundable tax costs) if you cease to be employed (unless
terminated by NYFIX without “Cause”, as defined in Attachment A) on or before
the twelve-month anniversary of the date of actual commencement of employment
with the Company. You also will be eligible to receive incentive
compensation targeted at 60% of your base salary (10% of which will be tied to
growth of IOI revenue), based upon performance against targets to be determined
by NYFIX.

    


    Pending
(and promptly in the ordinary course after) adoption by the Company’s
Compensation Committee, Board of Directors and Shareholders, of NYFIX’s 2007
Equity Incentive Plan (the “Plan”), and its effectiveness, you will be entitled
to an initial equity award thereunder in an amount and type intended to reflect
your position in the Company. In the event such equity award is not made in
2007, your bonus for 2007 will be targeted at not less than $175,000 (instead of
the 60% of base salary target bonus referenced above), and shall be based upon
performance against targets as referenced above.

    


    You will
be eligible to receive four (4) weeks of vacation each calendar year, commencing
in 2007.

    


    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.


    
      
         


      

      
        Page 1 of
4

        
          

        

      

      
         


      

    

    


    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
Employee Handbook, a copy of which is issued at the beginning of one’s
employment and is available at any time from NYFIX’ Human Resources
department.

    


    I would
appreciate your considering our offer and advising me of your decision by
January 8, 2007.  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 first day of work 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.

    


    This
offer and, if you accept it, any continued employment with NYFIX is contingent,
of course, upon our receipt of references that we consider satisfactory, and
your satisfactory completion of all other facets of NYFIX’ pre-employment
screening process which includes a background check as permitted by applicable
law.  Please sign and return the enclosed forms to me authorizing the
background check.

    


    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 any prior employer(s), and (b)
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.

    


    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, non-competition with NYFIX,
non-solicitation of NYFIX’ clients or employees, 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.  As set forth above, you should
consult the Employee Handbook with respect to questions concerning the terms and
conditions of your employment.  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.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    While we certainly hope that your
employment with NYFIX will be long and mutually rewarding, this offer is not
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, 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 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.  Notwithstanding the above, in the event you
are terminated without Cause, you will receive twelve (12) months’ base pay at
your then-current rate, less required withholdings, provided that you execute a
release document in form and substance acceptable to NYFIX in its sole
discretion.

    


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

    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/ Robert Moitoso

                  	 	 
      
	
                    Robert
      Moitoso

                  	 	 
      
	 
      	 	 
      
	
                    January 8, 2007

                  	 	 
      
	
                    [Date]

                  	 	 
      


          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Attachment
A

    


    Responsibilities
include managing the day-to-day operations of the Division, including the
allocation of resources to maximize profitability; expanding the Division’s
product offerings; expanding the Division’s geographic operations; working
closely with the Transaction and OMS Divisions to generate pull- through
business from these other units; and other management/strategic duties that may
be assigned by the Company as and if needed

    


    The term
“Cause” shall
mean (i) any act of gross negligence or willful misconduct on your part in the
course of your employment, which is, or could reasonably be expected to result
in, material injury to the business or reputation of the Company or its
affiliates; (ii) willful failure or refusal by you to perform in any material
respect your duties or responsibilities as an employee of the Company; (iii)
misappropriation by you of any assets or business opportunities of the Company
or any of its affiliates; (iv) embezzlement or fraud committed by you or at your
direction; (v) your conviction by a court of competent jurisdiction of, or
pleading “guilty” or “no contest” to, (x) a felony, or (y) any other crime of
moral turpitude; or (vi) your breach of any material provision of your
employment with the Company, or any agreement with the Company. For purposes of
this definition, no act or failure to act shall be deemed “willful” unless done
or omitted in bad faith or without a reasonable belief that such act or omission
was in the best interests of the Company.