Unassociated Document


    Exhibit
10.20

    


    December
29, 2008

     

     

    PERSONAL
& CONFIDENTIAL

     

    Donald
Henderson

    [Home
address redacted]

     

    


    
      	
               Re:

            	
              Employment
      Agreement dated May 25, 2006 between you and NYFIX, Inc.

              (the
“Agreement”).

            


    

     

     

    Dear
Don:

    


    You and
NYFIX, Inc. agree to the following amendments to the Agreement.

    


    


    
      	
              1.  

            	
              Section
      8, is amended to add the following at the beginning of the first sentence
      of the paragraph:

            


    

    


    “Subject
to the terms and conditions set forth in Section 27 (e),”

    


    
      	
              2.  

            	
              Section
      20 is amended as follows:

            


    

    


    
      	
              a.  

            	
              The
      words “Subject to Section 27:” are added between the caption and the
      beginning of the text of Section
20(a);

            


    

    
      	
              b.  

            	
              The
      words “following the date of termination, which amount shall be payable in
      accordance with the Company’s regular payroll practices.” Are added at the
      end of Section 20(a) prior to the
period;

            


    

    
      	
              c.  

            	
              The
      words “(as defined below)” are added after the first instance of the words
      “Change in Control” appearing in Section
20(a);

            


    

    
      	
              d.  

            	
              The
      next to last sentence of Section 20(b) (“The timing for any payment
      provided for in this paragraph shall be subject to the provisions of
      Section 27 of this Agreement.”) is
deleted;

            


    

    
      	
              e.  

            	
              The
      following is added at the end of the first sentence of subsection 20(d),
      prior to the period: “provided, however, that the Executive’s right to
      exercise vested awards shall extend no later than ten (10) years from the
      date of grant”.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.  

            	
              Section
      21  is amended as
follows:

            


    

    


    
      	
              a.  

            	
              The
      words “provided that such payment is subject to the limitations set forth
      under Section 280G,” is added after the first instance of the word
      “Executive” appearing in Section
21(a);

            


    

     

    
      	
              b.  

            	
              The
      following is added at the end of Section 21 (a) as a separate
      paragraph:

            


    

     

    “To the
extent Executive is required to waive any payment in order to satisfy Section
21(a)(i) or 21(a)(ii), then such payments shall be reduced in the following
order: (i) any accelerated vesting of equity awards with an exercise price at or
above the fair market value of the Company’s stock price, in each case in
reverse order beginning with payments or benefits that are to be paid the
farthest in time from the date that triggers the applicability of this Section
21(a), (ii) any cash payments, (iii) any taxable benefits, (iv) any nontaxable
benefits, and (v) any accelerated vesting of equity awards not covered in (i)
above, in each case in reverse order beginning with payments or benefits that
are to be paid the farthest in time from the date that triggers the
applicability of the Section 21(a).

     

    


    
      	
              4.  

            	
              The
      following language is added as the final sentence of Section
      22:

            


    

    


    “Notwithstanding
anything herein to the contrary, the payments shall be made in accordance with
the terms of Section 20 hereof unless there is a bona-fide dispute between the
parties.”

    


    
      	
              5.  

            	
              Section
      27 is amended to read in full as
follows:

            


    

    


    “Subject
to the provisions in this Section 27, any severance payments or benefits under
this Agreement shall begin only upon the date of Executive’s “separation from
service” (determined as set forth below) which occurs on or after the date of
termination of Executive’s employment.  The following rules shall
apply with respect to distribution of the payments and benefits, if any, to be
provided to Executive under this Agreement:

     

    (a)           It
is intended that each installment of the severance payments and benefits
provided under this Agreement shall be treated as a separate “payment” for
purposes of Section 409A of the Code and the guidance issued thereunder
(“Section 409A”).  Neither the Company nor Executive 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 Executive’s “separation from service” from the Company,
Executive is 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 Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)           If,
as of the date of Executive’s “separation from service” from the Company,
Executive is a “specified employee” (within the meaning of Section 409A),
then:

     

    (i)           
Each installment of the severance payments and benefits due under this Agreement
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 in 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 Agreement that
is not described in Section 27(c)(i) above and that would, absent this
subsection, be paid within the six-month period following Executive’s
“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,
Executive’s death), with any such installments that are required to be delayed
being accumulated during the six-month period and paid in a lump sum, together
with interest from the originally scheduled payment date to the date of payment
at the applicable federal rate, on the date that is six months and one day
following Executive’s 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 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 Executive’s second taxable year
following the taxable year in which the separation from service
occurs.

     

    (d)           The
determination of whether and when Executive’s separation from service from the
Company has occurred shall be made 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 Section 27(d), “Company”
shall include all persons with whom the Company would be considered a single
employer as determined under Treasury Regulation Section
1.409A-1(h)(3).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)           All
reimbursements and in-kind benefits provided under this Agreement 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 requirements that (i) any reimbursement is for
expenses incurred during Executive’s lifetime (or during a shorter period of
time specified in this Agreement), (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.”

     

    If you
are in agreement with the foregoing, kindly execute a copy of this letter and
return it to the undersigned.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    


     

    
      
        
          
            	 
      	
                    NYFIX,
      Inc.

                  
	 
      	 
      
	 
      	
                     

                    Very
      truly yours,

                    /s/
      Howard Edelstein

                    Howard
      Edelstein

                    Chief
      Executive Officer

                  
	
                    Accepted
      and Agreed:

                     

                    /s/
      Donald Henderson

                    Donald
      Henderson

                    December
      29, 2008