Unassociated Document


    Exhibit
10.22

    


    December
31, 2008

     

    


    PERSONAL &
CONFIDENTIAL

    


    Annemarie
Tierney

    [Home
address redacted]

    


    
      	
                Re:

            	
              Employment
      Agreement dated December 12, 2007 between you and NYFIX, Inc.

              (the
“Agreement”).

            


    

    


    Dear
Annemarie:

    


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

    


    


    
      	
              1.  

            	
              The
      following language is added to the  fifth sentence of the second
      paragraph on Page 1 of the
Agreement:

            


    

    


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

    


    
      	
              2.  

            	
              The
      fifth sentence of the first full paragraph on Page 3 of your agreement is
      amended in its entirety and replaced with the following two
      sentences:

            


    

     

    “Notwithstanding
the above, in the event you voluntarily terminate your employment with Good
Reason or the Company terminates your employment without “Cause” (as defined on
Attachment “A”), you will receive (i) a lump sum cash payment 30 days following
your termination date equal to twelve (12) months’ base pay at your then-current
rate, less required withholdings, (ii) reimbursement for your out-of-pocket
COBRA expense during the 12 month period following your termination in
accordance with NYFIX’s standard payroll practices, and (iii) acceleration of
outstanding unvested equity as provided under the terms set forth on the
attached forms of grant, provided that within 30 days of your termination you
have executed, and any applicable revocation period has expired with respect to,
a release document a form reasonably similar to that attached hereto to as
Exhibit B (a “Release”).  The distribution of the payments and
benefits you receive upon your termination of employment with the Company shall
be subject to the terms and conditions set forth in Attachment C.

     

     

    
      	
              3.  

            	
              A
      new Attachment B is added to read as set forth in Attachment B
      hereto.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    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/ Steven Vigliotti

                  Steven
      Vigliotti

                  Chief
      Financial Officer

                
	
                  Accepted
      and Agreed:

                   

                   

                  /s/ Annemarie Tierney

                  Annemarie
      Tierney

                  December 31, 2008

                  Date

                	 
      


        

      

    

     

     

     

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Attachment
B

    


    Payments Subject to Section
409A

     

    Subject
to the provisions in this Attachment B, 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.