NYFIX,
      INC.

     

    2007
      OMNIBUS EQUITY COMPENSATION PLAN

     

    
      	 	
              1.

            	
              Purpose

            


    

     

    The
      purpose of this Plan is to provide designated (i) Employees of NYFIX and its
      Subsidiaries, (ii) Non-Employee Directors of NYFIX and its Subsidiaries and
      (iii) Consultants who perform services for NYFIX and its Subsidiaries, with
      the
      opportunity to receive grants of Options, SARs, Stock Units, Stock Awards,
      Dividend Equivalents and Other Stock-Based Awards. NYFIX believes that Grants
      under this Plan will encourage the Participants to contribute materially to
      the
      growth of NYFIX and will align the economic interests of the Participants with
      those of the stockholders. 

     

    Prior
      to
      the adoption of this Plan, NYFIX separately maintained each of the Prior Plans.
      From and after approval of this Plan by the stockholders of NYFIX, no additional
      grants will be made under the Prior Plans. Outstanding grants under the Prior
      Plans will continue to be governed according to their terms as in effect on
      the
      date of such stockholder approval. 

     

    
      	 	
              2.

            	
              Definitions

            


    

     

    Whenever
      used in this Plan, the following terms will have the respective meanings set
      forth below:

     

    (a) “Affiliates”
      means,
      with respect to any entity, any other entity that, directly or indirectly
      through one or more intermediaries, controls, is controlled by or is under
      common control with such entity.

     

    (b) “Board”
      means
      the Board of Directors of NYFIX.

     

    (c) “Change
      in Control” means,
      unless otherwise provided in a Grant Letter (i) the sale or disposition, in
      one or a series of related transactions, of all or substantially all of the
      assets of NYFIX to any “person” or “group” (as such terms are defined in
      Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than Warburg
      Pincus Private Equity IX, L.P.
      or its
      Affiliates; or (ii) any person or group, other than the Warburg
      Pincus Private Equity IX, L.P.
      or its
      Affiliates, is or becomes the “beneficial owner” (as defined in Rules 13d-3
      and 13d-5 under the Exchange Act), directly or indirectly, of more than 50%
      of
      the total voting power of the voting stock of NYFIX (or, if NYFIX is not the
      survivor, the survivor), including by way of merger, consolidation or otherwise
      (other than an offering of Stock to the general public through a registration
      statement filed with the Securities and Exchange Commission). 

     

    (d) “Code”
      means
      the Internal Revenue Code of 1986, as amended.

     

    (e) “Committee”
      means
      the Compensation Committee of the Board or its delegate or successor, or such
      other committee as may be appointed by the Board to administer this Plan, or
      its
      delegate or successor, subject to the last sentence of Section 3(a).


     

    (f) “Company”
      means
      NYFIX
      and
      its Subsidiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (g) “Consultant”
      means an
      advisor or consultant who performs services (other than as an employee) for
      the
      Company.

     

    (h) “Date
      of Grant”
      means
      the date on which a Grant shall have been authorized by the Committee (or any
      senior executives designated by the Committee pursuant to Section 3(a), as
      applicable) or, if later, the date on which the Participant to whom the Grant
      is
      made begins providing services to the Company. The Date of Grant may be a date
      earlier than the Effective Date.

     

    (i) “Dividend
      Equivalent”
      means an
      amount determined by multiplying the number of shares of Stock, Performance
      Units or Stock Units subject to a Grant by the per-share cash dividend, or
      the
      per-share fair market value on a dividend settlement date (as determined by
      the
      Committee) of any dividend payable in a form other than cash, paid by NYFIX
      on
      the Stock. 

     

    (j) “Employee”
      means an
      employee of the Company (including an officer or director who is also an
      employee).

     

    (k) “Exchange
      Act”
      means
      the Securities Exchange Act of 1934, as amended.

     

    (l) “Fair
      Market Value”
      of
      Stock, as of any date, means: 

     

    (i) if
      the
      Stock is publicly traded, the closing sale price on such date or, if there
      are
      no trades on such date, the mean between the closing bid and asked prices on
      that date, as reported by the principal exchange or market on which the Stock
      is
      traded (or, if not so reported, as reported by the National Daily Quotation
      Bureau, Inc. or another customary financial reporting service, as determined
      by
      the Committee); or 

     

    (ii) if
      the
      Stock is not publicly traded or, if publicly traded, the sales prices or bid
      and
      asked quotations are not publicly reported, the fair market value as determined
      by the Committee in accordance with Section 409A of the Code and the related
      Treasury Regulations.

     

    (m) “Grant”
      means an
      Option, SAR, Stock Unit, Stock Award, Dividend Equivalent or Other Stock-Based
      Award granted under this Plan or the granting thereof, as the context may
      require.

     

    (n) “Grant
      Letter”
      means
      the written agreement that sets forth the terms and conditions of a Grant,
      including all amendments thereto.

     

    (o) “Incentive
      Stock Option”
      means a
      stock option that is intended to meet the requirements of Section 422 of the
      Code, as described in Section 7.

     

    (p) “Non-Employee
      Director”
      means a
      member of the Board, or a member of the board of directors of a Subsidiary,
      who
      is not an employee of the Company.

     

    (q) “Nonqualified
      Stock Option”
      means a
      stock option that does not meet the requirements of Section 422 of the Code,
      as
      described in Section 7.

     

    (r) “NYFIX”
      means
      NYFIX, Inc.,
      a
      Delaware corporation, and any successor thereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (s) “Option”
      means an
      Incentive Stock Option or Nonqualified Stock Option to purchase shares of Stock
      at an Option Price for a specified period of time.

     

    (t) “Option
      Price”
      means
      the consideration in U.S. dollars payable for a share of Stock purchasable
      under
      an Option.

     

    (u) “Other
      Stock-Based Award”
      means
      any Grant based on, measured by or that may be settled by the issuance or
      transfer of shares of Stock (other than Grants described in Sections 7, 8,
      9, 10
      and 11), as described in Section 12.

     

    (v) “Parent”
      means a
“parent corporation” (as defined in Section 424(e) of the Code) of NYFIX.


     

    (w) “Participant”
      means an
      Employee, Consultant or Non-Employee Director designated by the Committee to
      receive a Grant under this Plan.

     

    (x) “Person”
means
      an individual or a corporation, partnership, limited liability company, trust
      or
      other entity of any kind. 

     

    (y) “Plan”
      means
      this NYFIX, Inc. 2007 Omnibus Equity Compensation Plan, as in effect at the
      relevant time.

     

    (z) “Prior
      Plans” means
      the
      Trinitech Systems, Inc. Amended and Restated 1991 Incentive and Nonqualified
      Stock Option Plan, the NYFIX, Inc. 2001 Stock Option Plan and the Javelin
      Technologies, Inc. 1999 Stock Option/Stock Issuance Plan, in each case as in
      effect prior to the approval of this Plan by the stockholders of NYFIX.


     

    (aa) “Senior
      Executives”
means
      the Chief Executive Officer of NYFIX, any officer of the Company who is required
      to file beneficial ownership reports under Section 16 of the Exchange Act and
      any other individual that reports directly to the Chief Executive Officer (other
      than clerical or administrative staff).

     

    (bb) “Stock”
      means
      the common stock, par value $0.001 per share, of NYFIX or such other securities
      of NYFIX as may be substituted therefor pursuant to Section 5(d) or
      18.

     

    (cc) “SAR”
      means a
      stock appreciation right, as described in Section 8.

     

    (dd) “Stock
      Award”
      means
      Stock granted as described in Section 10.

     

    (ee) “Stock
      Unit”
      means a
      phantom unit, representing one share of Stock, as described in Section
      9.

     

    (ff) “Subsidiary”
      means
      a
“subsidiary corporation” (within the meaning of Section 424(f) of the Code) of
      NYFIX.

     

    (gg) “Successor
      Participant”
      means
      the estate, personal representative or other Person entitled to succeed to
      the
      rights of a Participant in accordance with Section 16.

     

    
      
        
        

      

      
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              3.

            	
              Administration

            


    

     

    (a) Committee.
      This
      Plan shall be administered by the Committee. The Committee may delegate day
      to
      day administrative functions to employees of the Company or third party service
      providers. Except to the extent prohibited by applicable law or applicable
      rules
      of a securities exchange or market on which the Stock is listed, the Committee
      may delegate to one or more senior executives of the Company (i) to the extent
      permitted by applicable law, the authority to make Grants to Employees (other
      than executive officers), and (ii) other administrative responsibilities. Any
      such delegation may be revoked (and subsequently reinstated) by the Committee
      at
      any time. The Board may serve as the Committee in respect of Grants to any
      Non-Employee Directors.

     

    (b) Committee
      Authority.
      The
      Committee shall (i) determine the Employees, Consultants and Non-Employee
      Directors to whom Grants shall be made under this Plan, (ii) determine the
      type,
      size, terms and conditions, and expiration of the Grants to be made to each
      Participant and (iii) determine the time when the Grants will be made and the
      duration of (and criteria, if any applicable to) the applicable vesting,
      performance, exercise, restriction or other period, if any. Without limiting
      the
      power or authority of the Committee hereunder, the Committee may, at any time,
      (i) accelerate the vesting or exercisability of any Grant, (ii) extend the
      expiration or period for exercise of any Grant (but not beyond the
      10th
      anniversary of the date of the Grant), (iii) reduce or eliminate any restriction
      or performance period or criteria for any Grant, subject to the provisions
      of
      Section 13, (iv) otherwise amend the terms of any previously issued Grant in
      any
      manner, subject to the provisions of Section 20, and (v) adopt guidelines
      separate from this Plan that set forth the process for making Grants.


     

    (c) Committee
      Determinations.
      Subject
      to the terms of this Plan and applicable law, the Committee shall have full
      power and discretionary authority to administer and interpret this Plan, to
      make
      factual determinations in respect of this Plan and any and all Grants and to
      adopt or amend rules, regulations, agreements and instruments for implementing
      this Plan. Subject to the terms of this Plan and applicable law, all
      interpretations and determinations made by the Committee shall be conclusive
      and
      binding on all Persons having any interest in this Plan or any Grant. The
      Committee shall have the right to exercise its power and authority in its sole
      discretion and need not do so uniformly as to similarly situated
      individuals.

     

    (d) Limitation
      of Liability.
      Each
      member of the Committee shall be entitled to, in good faith, rely or act upon
      any report or other information furnished to him or her by any Employee, the
      Company's independent registered public accountants or any executive
      compensation consultant, legal counsel or other professional retained by it
      or
      the Company. No member of the Committee, and no any Employee acting on behalf
      of
      the Committee, shall be personally liable for any action, determination or
      interpretation taken or made in good faith with respect to this Plan, and all
      members of the Committee and any Employee acting on behalf of the Committee
      shall, to the extent permitted by law, be fully indemnified and protected by
      the
      Company with respect to any such action, determination or
      interpretation.

     

    
      
        
        

      

      
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              4.

            	
              Grants

            


    

     

    Grants
      may consist of Options, SARs, Stock Units, Stock Awards, Dividend Equivalents
      and Other Stock-Based Awards. Grants may be made to Employees, Non-Employee
      Directors and Consultants; provided, that Grants of Incentive Stock Options
      may
      only be made to Employees or employees of the Parent. All Grants shall be
      subject to the terms and conditions set forth herein and to such other terms
      and
      conditions consistent with this Plan as the Committee deems necessary,
      appropriate or expedient. All Grants shall be evidenced by Grant Letters. Grants
      under a particular Section of this Plan need not be uniform as among the
      Participants. Each Grant shall be made conditional upon the relevant
      Participant’s written acknowledgement that all decisions and determinations of
      the Committee shall be final and binding on such Participant, his or her
      beneficiaries, and any other Person having or claiming an interest under such
      Grant. Notwithstanding any provision of this Plan to the contrary, the Committee
      may make Grants, or vesting or exercisability of Grants, that are contingent
      on,
      and subject to, stockholder approval of this Plan or an amendment to this
      Plan.

     

    
      	
            	5.	
              Shares
                of Stock Subject to this
                Plan

            


    

     

    (a) Shares
      Authorized.
      Subject
      to Sections 5(b) and 5(d), the aggregate number of shares of Stock that may
      be
      issued or transferred under this Plan equals the sum of (i) 9,450,000 shares
      of
      Stock, (ii) the number of shares of Stock subject to grants outstanding, as
      of
      the time at which this Plan is adopted by the Board, under the Prior Plans
      that
      are forfeited, cancelled, expired, exchanged or surrendered after such time
      without issuance or transfer of such shares of Stock and (iii) the number of
      shares of Stock authorized for issuance or transfer under the Prior Plans that
      are not subject to grants outstanding or previously exercised as of the time
      at
      which this Plan is adopted by the Board; provided, however, that (x) the number
      of shares of Stock described in clause (iii) above shall be reduced (but not
      below zero) by the number of shares of Stock that become subject to grants
      under
      the Prior Plan after the time at which this Plan is adopted by the Board, (y)
      the number of shares of Stock described in clause (ii) above shall be increased
      by the number of shares of Stock described in clause (x) above that are
      subsequently forfeited, cancelled, expired, exchanged or surrendered without
      issuance or transfer of such shares of Stock and (z) no more than 5,000,000
      shares of Stock shall be issued or transferred upon exercise or settlement
      of
      Incentive Stock Options. Shares issued or transferred hereunder may be
      authorized, but unissued, shares of Stock or reacquired shares of Stock,
      including shares of Stock purchased by NYFIX on the open market for purposes
      of
      this Plan.

     

    (b) Share
      Counting.
      For
      each Grant made under this Plan that may be settled in shares of Stock, shares
      of Stock equal to the maximum number of shares of Stock that may be issuable
      and
      transferable thereunder shall not be available for other Grants under this
      Plan;
      provided, however, that, if and to the extent that such Grant terminates,
      expires or is canceled, forfeited, exchanged or surrendered without settlement
      by the issuance or transfer of shares of Stock, such shares shall again become
      available for other Grants under this Plan. To the extent that a Grant is
      settled in cash, and not by the issuance or transfer of shares of Stock, any
      shares of Stock previously subject to such Grant shall again become available
      for other Grants under this Plan. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (c) Individual
      Limits.
      All
      Grants under this Plan, other than Dividend Equivalents, shall be expressed
      in
      shares of Stock. The maximum aggregate number of shares of Stock with respect
      to
      which Grants, other than Dividend Equivalents, may be made under this Plan
      to
      any individual during any consecutive 12-month period shall be 5,000,000 shares,
      subject to adjustment as described below. The individual limits described in
      this Section 5(c) shall apply without regard to whether the Grants are to be
      settled by the issuance or transfer of shares of Stock or in cash. All cash
      settlements (other than Dividend Equivalents) shall equal the Fair Market Value
      of the shares of Stock to which the cash settlement relates, determined as
      of
      the trading day immediately prior to the date of settlement. 

     

    (d) Adjustments.
      If (i)
      a stock dividend, stock split or reverse stock split, (ii) a merger,
      reorganization, restructuring, spin-off, split-off, recapitalization,
      extraordinary dividend or distribution, or consolidation, (iii) a
      reclassification, recapitalization, re-incorporation, combination or exchange
      of
      shares, or change in par value or (iv) another corporate transaction (which
      includes any other extraordinary or unusual event affecting the outstanding
      Stock, including a change in applicable laws or circumstances) occurs which
      results in or would result in any substantial dilution or enlargement of rights
      granted under this Plan or substantial increase or decrease in the value of
      outstanding shares of Stock, then the maximum number of shares of Stock
      available for issuance under this Plan, the maximum number of shares of Stock
      with respect to which Grants may be made to any individual during any
      consecutive 12-month period, the number of shares of Stock subject to
      outstanding Grants, the kind of shares to be issued or transferred under this
      Plan, the price per share or the applicable market value of such Grants and
      such
      other provisions hereof or thereof as may be appropriate shall be adjusted
      by
      the Committee as it shall deem equitable. Adjustments, if any, made by the
      Committee shall be final and binding on all Persons.

     

    (e) Initial
      Stockholder Approval.
      The
      Committee may make Grants under this Plan at any time after it is adopted by
      the
      Board; provided, however, that, notwithstanding anything contained in this
      Plan
      to the contrary, Grants, and vesting, acceleration of vesting and exercise
      of
      Grants, in each case made to or by Senior Executives (other than the grants
      to
      the Chief Executive Officer described in the following sentence) prior to
      approval of this Plan by the stockholders, must be made subject to and
      contingent on approval of this Plan by the stockholders in accordance with
      Section 19(c). 

     

    (f) Failure
      to Obtain Initial Stockholder Approval.
      If the
      stockholders of NYFIX fail to approve this Plan at the stockholders meeting
      wherein this Plan is first presented for approval, then any Grants made under
      this Plan that (i) were made after the approval of this Plan by the Board,
      (ii)
      were made prior to such stockholders meeting and (iii) were not subject to
      stockholder approval, shall remain outstanding in accordance with the terms
      of
      the applicable Grant Letter and this Plan. If the stockholders of NYFIX fail
      to
      approve this Plan at such stockholders meeting, this Plan shall terminate,
      no
      Grants shall thereafter be made under this Plan and Prior Plans shall continue
      to be operative in accordance with their terms as in effect prior to the time
      at
      which this Plan is adopted by the Board. 

     

    
      
        
        

      

      
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              6.

            	
              Eligibility
                for Participation

            


    

     

    All
      Employees, including Employees who are officers or members of the Board, and
      all
      Non-Employee Directors shall be eligible to participate in this Plan.
      Consultants shall be eligible to participate in this Plan if they perform bona
      fide services for the Company, the services are not performed in connection
      with
      the offer or sale of securities in a capital raising transaction and they do
      not
      directly or indirectly promote or maintain a market for NYFIX’s
      securities.

     

    
      	 	
              7.

            	
              Options

            


    

     

    (a) General
      Requirements.
      The
      Committee may grant Options to an Employee, Consultant or Non-Employee Director
      upon such terms and conditions as the Committee deems appropriate. 

     

    (b) Number
      of Shares.
      The
      Committee shall determine the number of shares of Stock that will be subject
      to
      each Grant of Options to Employees, Consultants and Non-Employee
      Directors.

     

    (c) Type
      of Option and Price.

     

    (i) The
      Committee may grant Incentive Stock Options or Nonqualified Stock Options or
      any
      combination of Incentive Stock Options and Nonqualified Stock Options. Incentive
      Stock Options shall be granted only to Employees of NYFIX or its Parent or
      Subsidiaries. Nonqualified Stock Options may be granted to Employees,
      Consultants and Non-Employee Directors.

     

    (ii) The
      Option Price shall be determined by the Committee, but shall not be less than
      the Fair Market Value of the Stock subject to the Grant on the Date of Grant;
      provided, however, that an Incentive Stock Option shall not be granted to an
      Employee who, at the Date of Grant, owns Stock possessing more than 10% of
      the
      total combined voting power of all classes of capital stock of NYFIX or any
      Parent or Subsidiary, unless the Option Price is not less than 110% of the
      Fair
      Market Value of the Stock on the Date of Grant.

     

    (d) Option
      Term.
      The
      Committee shall determine the term of each Option. The term of an Option shall
      not exceed ten years from the Date of Grant. However, an Incentive Stock Option
      that is granted to an Employee who, at the Date of Grant, owns Stock possessing
      more than 10% of the total combined voting power of all classes of capital
      stock
      of NYFIX, or any Parent or Subsidiary, shall not have a term that exceeds five
      years from the Date of Grant.

     

    (e) Exercisability
      of Options.
      Options
      shall become exercisable in accordance with such terms and conditions as may
      be
      determined by the Committee and specified in the Grant Letter. The Committee
      may
      accelerate the exercisability of any or all outstanding Options at any time
      for
      any reason. 

     

    (f) Termination
      of Employment or Service.
      Except
      as otherwise determined by the Committee and specified in the Grant Letter,
      an
      Option may only be exercised while the Participant is employed by, or providing
      service to, the Company. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (g) Exercise
      of Options.
      Except
      as otherwise provided in the Grant Letter, a Participant shall exercise an
      Option that has become exercisable, in whole or in part, by delivering a notice
      of exercise to NYFIX or its designated agent. The Participant shall pay the
      Option Price and any withholding taxes for the Option (i) in cash or by check,
      (ii) subject to prior approval of the Committee, by delivering shares of Stock
      owned by the Participant and having a Fair Market Value on the date of exercise
      equal to the Option Price or by attestation (on a form prescribed by the
      Committee) to ownership of shares of Stock having an aggregate Fair Market
      Value
      on the date of exercise equal to the Option Price, or (iii) by such other method
      as the Committee may approve. The Committee may require, in its discretion,
      that
      shares of Stock used to pay the Option Price and any withholding taxes pursuant
      to clause (ii) of the preceding sentence must have been held by the Participant
      for the requisite period of time to avoid adverse accounting consequences to
      NYFIX with respect to the Option. The Committee may establish and change rules
      for the timing of payment of the Option Price and any withholding taxes.
 No
      exercise of an Option shall be complete until the Company (x) has received
      such
      payment and (y) has settled the Option by issuing or transferring shares of
      Stock to the Participant. 

     

    (h) Limits
      on Incentive Stock Options.
      Each
      Incentive Stock Option shall provide that, if the aggregate Fair Market Value
      (determined as of the Date of Grant) of Stock with respect to which Incentive
      Stock Options are exercisable for the first time by a Participant during any
      calendar year, under this Plan or any other stock option or similar plan of
      NYFIX or a Parent or Subsidiary, exceeds $100,000, then the Option, as to the
      excess, shall be treated as a Nonqualified Stock Option. 

     

    
      	 	
              8.

            	
              SARs

            


    

     

    (a) General
      Requirements.
      The
      Committee may grant SARs to any Employee, Consultant or Non-Employee Director
      upon such terms and conditions as the Committee deems appropriate. Each SAR
      shall represent the right of the Participant to receive, upon settlement of
      the
      SAR, shares of Stock or cash equal to the amount by which the Fair Market Value
      of a share of Stock on the date of exercise of the SAR exceeds the base amount
      of the SAR as described in Section 8(c).

     

    (b) Number
      of Shares.
      The
      Committee shall determine the number of shares of Stock that will be subject
      to
      each Grant of SARs to Employees, Consultants and Non-Employee
      Directors.

     

    (c) Terms
      of SARs.
      The
      Committee shall determine the terms and conditions of SARs and may grant SARs
      separately from or in tandem with any Option (for all or a portion of the
      applicable Option); provided, however, that the term of an SAR granted
      separately from an Option shall not exceed ten years from the Date of Grant.
      Tandem SARs may be granted either at the time the Option is granted or any
      time
      thereafter while the Option remains outstanding; provided, however, that, in
      the
      case of an Incentive Stock Option, SARs may be granted only at the time of
      the
      grant of the Incentive Stock Option. 

     

    (d) Base
      Amount.
      The
      Committee shall establish the base amount of each SAR at the time such SAR
      is
      granted, which amount shall not be less than the Fair Market Value of the shares
      of Stock subject to such SAR on the Date of Grant.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (e) Exercisability
      of SARs.
      SARs
      shall become exercisable in accordance with such terms and conditions as may
      be
      determined by the Committee and specified in the Grant Letter. The Committee
      may
      accelerate the exercisability of any or all outstanding SARs at any time for
      any
      reason. 

     

    (f) Settlement
      With Respect to SARs.
      The
      Committee shall determine whether the appreciation in an SAR shall be settled
      in
      cash, by the issuance or transfer of shares of Stock, or by a combination of
      the
      two, in such proportion as the Committee shall determine. For purposes of
      calculating the number of shares of Stock to be received, Stock shall be valued
      at its Fair Market Value on the date of exercise of the SAR. If shares of Stock
      are to be issued or transferred upon exercise of an SAR, cash shall be delivered
      in lieu of any fractional share. 

     

    (g) Termination
      of Employment or Service.
      Except
      as otherwise determined by the Committee and specified in the Grant Letter,
      an
      SAR may only be exercised while the Participant is employed by, or providing
      service to, the Company. SARs shall be forfeited under such other circumstances,
      if any, as may be determined by the Committee.

     

    (h) Exercise
      of SARs.
      Except
      as otherwise provided in the Grant Letter, a Participant shall exercise an
      SAR
      that has become exercisable, in whole or in part, by delivering a notice of
      exercise to NYFIX or its designated agent. 

     

    
      	 	
              9.

            	
              Stock
                Units

            


    

     

    (a) General
      Requirements.
      The
      Committee may grant Stock Units to any Employee, Consultant or Non-Employee
      Director upon such terms and conditions as the Committee deems appropriate.
      Each
      Stock Unit shall represent the right of the Participant to receive a share
      of
      Stock or an amount based on the value of a share of Stock. 

     

    (b) Number
      of Shares.
      The
      Committee shall determine the number of shares of Stock that will be subject
      to
      each Grant of Stock Units to Employees, Consultants and Non-Employee
      Directors.

     

    (c) Terms
      of Stock Units.
      The
      Committee may grant Stock Units that may be settled only if specified
      performance goals or other conditions are met or under other circumstances.
      

     

    (d) Settlement
      With Respect to Stock Units.
      The
      Committee may provide in the Grant Letter that Stock Units shall be settled,
      in
      whole or in part, in the event of the Participant’s death or disability or under
      other circumstances consistent with Section 409A of the Code and the related
      Treasury Regulations. Stock Units shall be settled within 75 days following
      the
      date or dates specified in the Grant Letter. Settlement with respect to Stock
      Units shall be made in cash, by the issuance or transfer of shares of Stock,
      or
      by a combination of the two, as determined by the Committee. 

     

    (e) Termination
      of Employment or Service.
      Except
      as otherwise determined by the Committee and specified in the Grant Letter,
      a
      Stock Unit may only be retained and settled while the Participant is employed
      by, or providing service to, the Company. Stock Units shall be forfeited under
      such other circumstances, if any, as may be determined by the
      Committee.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              10.

            	
              Stock
                Awards

            


    

     

    (a) General
      Requirements.
      The
      Committee may issue or transfer shares of Stock to an Employee, Consultant
      or
      Non-Employee Director under a Stock Award upon such terms and conditions as
      the
      Committee deems appropriate. Shares of Stock issued or transferred pursuant
      to
      Stock Awards may be issued or transferred for cash consideration or for no
      cash
      consideration, and subject to restrictions or no restrictions, as determined
      by
      the Committee. The Committee may establish conditions under which restrictions
      on Stock Awards shall lapse over a period of time or according to such other
      criteria as the Committee deems appropriate, including restrictions based upon
      the achievement of specific performance goals. 

     

    (b) Number
      of Shares.
      The
      Committee shall determine the number of shares of Stock to be issued or
      transferred pursuant to a Grant of a Stock Award to Employees, Consultants
      and
      Non-Employee Directors.

     

    (c) Restrictions
      on Transfer.
      While
      Stock Awards are subject to restrictions, a Participant may not sell, assign,
      transfer, pledge or otherwise dispose of the shares of Stock subject to such
      Stock Award except upon death as described in Section 16. Each certificate,
      or
      electronic book entry equivalent, for a share of Stock subject to a Stock Award
      shall contain a legend giving appropriate notice of the restrictions applicable
      thereto. The Participant shall be entitled to have the legend removed when
      all
      restrictions have lapsed. NYFIX or its designated agent may retain possession
      of
      any stock certificates for Stock Awards until all restrictions have
      lapsed.

     

    (d) Settlement
      With Respect to Stock Awards.
      Settlement with respect to Stock Awards shall be made by the issuance or
      transfer of shares of Stock following the lapse of any restrictions on shares
      of
      Stock subject to the Stock Award. 

     

    (e) Termination
      of Employment or Service.
      Except
      as otherwise determined by the Committee and specified in the Grant Letter,
      restrictions on a Stock Award may only lapse while the Participant is employed
      by, or providing service to, the Company. Stock Awards shall be forfeited under
      such other circumstances, if any, as may be determined by the
      Committee.

     

    (f) Right
      to Vote and to Receive Dividends.
      The
      Committee shall determine to what extent, and under what conditions, the
      Participant shall have the right to vote shares of Stock subject to Stock Awards
      and to receive any dividends or other distributions paid on such shares during
      the restriction period. The Committee may determine that a Participant’s
      entitlement to dividends or other distributions with respect to a Stock Award
      shall be subject to achievement of performance goals or other
      conditions.

     

    
      	
            	11.	
              Dividend
                Equivalents 

            


    

     

    (a) General
      Requirements.
      When
      the Committee makes a Grant under this Plan, the Committee may grant Dividend
      Equivalents in connection with such Grants upon such terms and conditions as
      the
      Committee deems appropriate. Dividend Equivalents shall be paid within 90 days
      following the later of the date (i) dividends are paid to stockholders of NYFIX
      or (ii) the Participant vests in such Grant. Except as otherwise determined
      by
      the Committee, no interest will accrue or be paid on the amount of any Dividend
      Equivalents. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (b) Settlement
      with Respect to Dividend Equivalents.
      The
      Committee may provide in the Grant Letter that Dividend Equivalents shall be
      settled, in whole or in part, in the event of the Participant’s death or
      disability or under other circumstances consistent with Section 409A of the
      Code
      and the related Treasury Regulations. Dividend Equivalents may be settled in
      cash, by the issuance or transfer of shares of Stock, or by a combination of
      the
      two, as determined by the Committee.

     

    (c) 
      Termination of Employment or Service.
      Except
      as otherwise determined by the Committee and specified in the Grant Letter,
      a
      Dividend Equivalent may only be settled while the Participant is employed by,
      or
      providing service to, the Company. Dividend Equivalents shall be forfeited
      under
      such other circumstances, if any, as may be determined by the
      Committee.

     

    
      	 	
              12.

            	
              Other
                Stock-Based Awards

            


    

     

    The
      Committee may grant other awards that are based on, measured by or may be
      settled by the issuance or transfer of shares of Stock to Employees, Consultants
      or Non-Employee Directors upon such terms and conditions as the Committee deems
      appropriate. Other Stock-Based Awards may be granted subject to achievement
      of
      performance goals or other conditions and may be settled in cash, by the
      issuance or transfer of shares of Stock or by a combination of the two, as
      determined by the Committee. The Committee may provide in the Grant Letter
      that
      Other Stock-Based Awards shall be settled, in whole or in part, in the event
      of
      the Participant’s death or disability or under other circumstances consistent
      with Section 409A of the Code and the related Treasury Regulations.

     

    
      	 	
              13.

            	
              Qualified
                Performance-Based
                Compensation

            


    

     

    (a) Designation
      as Qualified Performance-Based Compensation.
      The
      Committee may determine that Stock Units, Stock Awards, Dividend Equivalents
      or
      Other Stock-Based Awards granted to an Employee are intended to be considered
      “qualified performance-based compensation” under Section 162(m) of the Code. The
      provisions of this Section 13 shall apply to any such Grants. To the extent
      that
      Grants of Stock Units, Stock Awards, Dividend Equivalents or Other Stock-Based
      Awards are intended to be “qualified performance-based compensation” under
      Section 162(m) of the Code, no such Grant may be made as an alternative to
      another Grant that is not designated as “qualified performance-based
      compensation” but instead must be separate and apart from all other
      Grants.

     

    (b) Performance
      Goals.
      When
      Stock Units, Stock Awards, Dividend Equivalents or Other Stock-Based Awards
      that
      are intended to be considered “qualified performance-based compensation” are
      granted, the Committee shall establish (i) the objective performance goals
      that
      must be met, (ii) the period during which performance will be measured, (iii)
      the maximum amounts that may be paid if the performance goals are met and (iv)
      any other conditions that the Committee deems appropriate and consistent with
      this Plan and the requirements of Section 162(m) of the Code for “qualified
      performance-based compensation.” The Committee is authorized, at any time during
      the first 90 days of the period of service to which the performance goal relates
      (or, if shorter, the first 25% of the period of service, as allowed under
      Section 162(m) of the Code), in its discretion, to adjust or modify the
      calculation of a performance goal; provided, that the performance goals are
      established in a written form within the time permitted by Section 162(m) of
      the
      Code to be considered “qualified performance-based compensation.” The
      performance goals shall satisfy the requirements for “qualified
      performance-based compensation,” including the requirement that the achievement
      of the goals be substantially uncertain at the time they are established and
      that the performance goals be established in such a way that a third party
      with
      knowledge of the relevant facts could determine whether and to what extent
      the
      performance goals have been met. Except as provided in this Section 13(b),
      the
      Committee shall not have discretion to increase the amount of compensation
      that
      is payable upon achievement of the designated performance goals.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (c) Criteria
      Used for Objective Performance Goals.
      The
      Committee shall use objectively determinable performance goals, which may
      include one or more of the following criteria: Stock price; earnings per share;
      net earnings or profits; operating earnings; EBITDA; EBIT; gross margin;
      operating margin; return on capital; return on investment; total shareholder
      return; return on assets; stockholder return; return on equity; change in
      assets; unit volume; sales; market share; or strategic business criteria
      consisting of one or more objectives based on meeting specific revenue goals,
      market penetration goals, geographic business expansion goals, cost targets,
      cash or debt targets or goals relating to restructurings, acquisitions or
      divestitures. The performance goals may relate to the Participant’s business
      unit or the performance of NYFIX, a Subsidiary or NYFIX and its Subsidiaries
      as
      a whole, or any combination of the foregoing. Performance goals need not be
      uniform as among Participants.

     

    (d) Timing
      of Establishment of Goals.
      The
      Committee shall establish the performance goals either before the beginning
      of
      the performance period or during a period ending no later than the earlier
      of
      (i) 90 days after the beginning of the performance period or (ii) the date
      on
      which 25% of the performance period has been completed or such other date as
      may
      be required or permitted under applicable Treasury Regulations under Section
      162(m) of the Code.

     

    
      (e) Adjustment
        to Goals.
        The
        Committee is authorized at any time during the period specified in Section
        13(d)
        or at any time thereafter, in its sole discretion, to adjust or modify the
        calculation of a performance goal for the applicable performance period,
        based
        on and in order to appropriately reflect any one or more of the following
        events: (i) asset write-downs; (ii) litigation or claim judgments or
        settlements; (iii) the effect of changes in tax laws, accounting
        principles, or other laws or regulatory rules affecting reported results;
        (iv) any reorganization and restructuring programs; (v) extraordinary
        nonrecurring items as described in Accounting Principles Board Opinion
        No. 30 (or any successor pronouncement thereto) and/or in management’s
        discussion and analysis of financial condition and results of operations
        appearing in the Company’s annual report to stockholders for the applicable
        year; (vi) acquisitions or divestitures; (vii) any other specific
        unusual or nonrecurring events, or objectively determinable category thereof;
        (viii) foreign exchange gains and losses; and (ix) a change in the
        Company’s fiscal year.

       

      (f) Certification
        of Results.
        The
        Committee shall certify and announce the results for the performance period
        to
        all Participants after NYFIX announces NYFIX’s financial results for the
        performance period. The Committee shall determine the amount, if any, to
        be paid
        pursuant to each Grant based on the achievement of the designated performance
        goals and the terms of each Grant Letter.

       

      (g) Death,
        Disability or Other Circumstances.
        The
        Committee may provide in the Grant Letter that Grants shall be settled, in
        whole
        or in part, in the event of the Participant’s death or disability, a Change in
        Control or under other circumstances consistent with Sections 162(m) and
        409A of
        the Code and the related Treasury Regulations.

       

    

    
      	 	
              14.

            	
              Deferrals

            


    

     

    The
      Committee may establish rules and regulations to permit or require a Participant
      to defer receipt of the settlement in cash or by the issuance or transfer of
      shares of Stock that would otherwise be due to the Participant in connection
      with any Grant. If the Committee decides to permit or require such deferrals,
      the Committee shall establish written rules and procedures governing such
      deferrals, which shall be consistent with the requirements of Section 409A
      of
      the Code and the related Treasury Regulations.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              15.

            	
              Withholding
                of Taxes

            


    

     

    (a) Required
      Withholding.
      All
      Grants under this Plan shall be subject to applicable federal (including FICA),
      state and local tax withholding requirements. The Company may, and is hereby
      authorized to, at its election, (i) require that the Participant or other Person
      receiving or exercising Grants, or receiving shares of Stock or cash or other
      property in settlement of Grants, pay to the Company, (ii) deduct from other
      compensation to be paid by the Company or (iii) withhold from any shares of
      Stock or cash or other property deliverable under this Plan in settlement of
      a
      Grant, in each case, the amount of any federal, state or local taxes that the
      Company is required to withhold with respect to such Grants. 

     

    (b) Election
      to Withhold Shares.
      Subject
      to the approval of the Committee, a Participant may elect to satisfy any tax
      withholding obligation with respect to Grants to be settled in shares of Stock
      by (i) having shares withheld, at the time such Grants become taxable, up to
      an
      amount that does not exceed the minimum applicable withholding tax rate for
      federal (including FICA), state and local tax liabilities or (ii) delivering
      to
      the Company shares of Stock owned by the Participant; provided that the
      Committee may require, in its discretion, that such shares of Stock have been
      held by the Participant for a period of time to avoid adverse accounting
      consequences to the Company. The elections described in this Section 15(b)
      must
      be made in a form and manner prescribed by the Committee.

     

    
      	 	
              16.

            	
              Transferability
                of Grants

            


    

     

    (a) In
      General.
      Except
      as provided in this Section 16, only the Participant may exercise rights under
      a
      Grant during the Participant’s lifetime. A Participant may not transfer those
      rights except by will or by the laws of descent and distribution, or, with
      respect to Grants other than Incentive Stock Options, if permitted in any
      specific case by the Committee, pursuant to a domestic relations order. When
      a
      Participant dies, the Successor Participant may exercise such rights in
      accordance with the terms of this Plan and the relevant Grant Letter. A
      Successor Participant must furnish proof satisfactory to NYFIX of his or her
      right to the Grant under the Participant’s will or the applicable laws of
      descent and distribution.

     

    (b) Transfer
      of Nonqualified Stock Options.
      Notwithstanding anything contained in Section 16(a) to the contrary, the
      Committee may permit a Participant to transfer Grants to family members, family
      trusts or partnerships, or similar persons or entities, consistent with
      applicable securities laws, on such terms and conditions as the Committee may
      determine; provided, that the Participant receives no consideration for the
      transfer and the transferred Grant continues to be subject to the same terms
      and
      conditions as were applicable to it immediately before the transfer.


     

    
      	
            	17.	
              Consequences
                of a Change in Control

            


    

     

    (a) Notice
      and Acceleration.
      Upon a
      Change in Control, unless the Committee determines otherwise, all outstanding
      Grants held by any such Participant shall continue to vest and become
      exercisable in accordance with the original terms of the Grants and all
      restrictions and conditions on all outstanding Grants held by any such
      Participant shall continue to lapse in accordance with the original terms of
      the
      Grants, in each case unaffected by the Change in Control. 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (b) Assumption
      of Grants.
      Upon a
      Change in Control where NYFIX is not the survivor (or survives only as a
      subsidiary of another Person), all outstanding Grants that are not settled
      or
      cancelled under Section 17(c) shall be assumed by, or replaced with comparable
      grants by, the survivor (or such other Person). 

     

    (c) Other
      Alternatives.
      Notwithstanding anything contained in Section 17(b) to the contrary, upon a
      Change in Control, the Committee may take any one or more of the following
      actions with respect to any or all outstanding Grants, without the consent
      of
      any Participant: (i) require that outstanding Grants that are “in-the-money” be
      settled in cash in an amount equal to the amount by which they are
“in-the-money”, as determined by the Committee; (ii) require that Participants
      surrender their outstanding Grants that are “in-the-money” in exchange for a
      settlement immediately following the Change in Control, as determined by the
      Committee; and (iii) cancel any or all Grants that are not “in the money”
without consideration. Such surrender, settlement and cancellation shall take
      place as of the date of the Change in Control or such other date as the
      Committee may specify. For purposes of this Section 17(c), “in the money” means
      that a Grant has a positive value. 

     

    
      	 	
              18.

            	
              Requirements
                for Issuance of Shares

            


    

     

    (a) Securities
      Laws.
      Notwithstanding anything contained in this Plan to the contrary, no shares
      of
      Stock shall be issued or transferred in connection with any Grant hereunder
      unless and until all requirements imposed by securities and other laws, rules
      and regulations and by any securities exchange or market on which the Stock
      is
      listed then applicable to the issuance or transfer of such shares shall have
      been complied with to the satisfaction of NYFIX. The Committee shall have the
      right to condition any Grant made to any Participant hereunder on such
      Participant’s undertaking to comply with such restrictions on his or her
      subsequent disposition of such shares of Stock as the Committee shall deem
      necessary or advisable, and certificates representing such shares may bear
      legends to reflect any such restrictions. Certificates representing shares
      of
      Stock issued or transferred under this Plan may be subject to such stop-transfer
      orders and other restrictions, and bear such other legends as the Company may
      deem necessary or appropriate.

     

    (b) Registration.
      NYFIX
      shall use commercially reasonable efforts, as determined in the sole discretion
      of NYFIX, to file, at its expense, a registration statement or statements on
      Form S-8 or Form S-3 (or any applicable successor Form), as appropriate, to
      register the sale, issuance, transfer or resale of the shares of Stock subject
      to this Plan under the Securities Act of 1933 (the “Securities
      Act”),
      at
      such time or times and subject to such restrictions and limitations as NYFIX,
      in
      its sole discretion, may deem necessary or appropriate. Without limiting any
      such restrictions or limitations, any issuance, transfer or resale of shares
      of
      Stock pursuant to such registration statement or statements shall be subject
      to
      (i) the continued effectiveness or use, at NYFIX’s discretion, of such
      registration statement or statements and (ii) any blackout, insider trading,
      short-swing profits, holdback or other trading restrictions which NYFIX may
      impose or to which the Participant may be subject, by law, under Company
      policies or otherwise. For so long as the shares of Stock are not registered
      for
      sale, issuance or transfer or are otherwise not permitted to be sold, issued
      or
      transferred under the Securities Act or other applicable laws, NYFIX shall
      be
      under no obligation to offer to sell or to sell, and shall be prohibited from
      offering to sell or selling, any shares of Stock pursuant to a Grant unless
      such
      shares may be offered or sold without such registration pursuant to an available
      exemption therefrom, the terms and conditions of such exemption shall have
      been
      fully complied with and NYFIX elects to rely thereon (which it shall be under
      no
      obligation to do). If the shares of Stock offered for sale or sold under this
      Plan are offered or sold pursuant to (x) an exemption from registration under
      the Securities Act or (y) any applicable law other than those of the United
      States, NYFIX may restrict the transfer of such shares of Stock and may legend
      the Stock certificates representing such shares in such manner as it deems
      advisable to ensure the availability of such exemption. 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (c) No
      Company Liability.
      The
      Company shall have no liability to a Participant if the Fair Market Value
      decreases between the date on which the Participant first attempts to exercise
      his or her Grant under this Plan and the date on which the Company issues or
      transfers shares of Stock in settlement therefor. In addition, the Company
      shall
      have no liability in respect of any Grant under this Plan that expires prior
      to
      exercise or that are cancelled or otherwise forfeited pursuant to the terms
      of
      this Plan or the applicable Grant Letter.

     

    (d) Indemnification.
      Any
      Participant for whom the resale of shares of Stock is included in a registration
      statement or statements will indemnify the Company, each of its directors and
      officers and each Person who controls the Company (other than such Participant)
      against all claims, losses, damages, expenses and liabilities (or actions in
      respect thereof) arising out of or based upon any untrue statement (or alleged
      untrue statement) of a material fact contained in any such registration
      statement or statements, or any omission (or alleged omission) to state therein
      a material fact required to be stated therein or necessary to make the
      statements therein not misleading, and will reimburse the Company, each of
      its
      directors and officers and each Person controlling the Company (other than
      such
      Participant) for all legal and any other expenses reasonably incurred in
      connection with investigating or defending any such claim, loss, damage,
      liability or action, in each case to the extent, but only to the extent, that
      such untrue statement (or alleged statement) or omission (or alleged omission)
      is made in such registration statement or statements in reliance upon and in
      conformity with written information furnished to the Company by such Participant
      with respect to such Participant and expressly stated to be specifically for
      use
      therein; provided, however, that the liability of any such Participant under
      this Section 18(d) shall be limited to the amount of proceeds received by such
      Participant in the resale giving rise to such liability.

     

    
      	 	
              19.

            	
              Amendment
                and Termination 

            


    

     

    (a) Amendment.
      The
      Board may amend or terminate this Plan at any time; provided, however, that
      the
      Board shall not amend this Plan without approval of the stockholders of NYFIX
      to
      the extent that such approval is required in order to comply with the Code
      or
      applicable laws or to comply with requirements of any securities exchange or
      market on which the Stock is listed. The Committee may amend any Grant Letter
      at
      any time. No amendment or termination of this Plan and no amendment of any
      Grant
      Letter shall, without the consent of such Participant, impair any rights or
      obligations under any Grant previously made to a Participant, unless such right
      has been reserved in this Plan or the Grant Letter or except as provided in
      Section 20(b).

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (b) Repricing.
      At the
      discretion of the Committee, any Grant under this Plan may be repriced,
      replaced, regranted through cancellation or modified to reduce the exercise
      or
      base price. The authority given under preceding sentence is given in addition
      to
      the authority to make any adjustment to a Grant pursuant to Section 5(d).
      Without limiting the first sentence of this Section 19(b), the Committee may
      cancel an outstanding Grant that is underwater for the purpose of granting
      a
      replacement Grant of a different type.

     

    (c) Stockholder
      Approval for “Qualified Performance-Based Compensation.”
For
      purposes of making Grants to Senior Executives under this Plan at any time
      (except as provided in Section 5(e)), this Plan must be approved by NYFIX’s
      stockholders in a manner intended to comply with Sections 422(b)(i) and 162(m)
      of the Code and the related Treasury Regulations no later than the earlier
      of
      (i) 12 months following the date the Plan is approved by the Board and (ii)
      the
      date a Grant is first settled under the Plan. In addition, for purposes of
      making grants to Senior Executives following the expiration of the initial
      stockholder approval, this Plan must be reapproved by NYFIX’s stockholders no
      later than the first stockholders meeting that occurs in the fifth year
      following the year in which the stockholders previously approved the provisions
      of Section 13, if additional Grants are to be made under Section 13 and such
      approval is then required by Section 162(m) of the Code or the related Treasury
      Regulations.

     

    (d) Termination
      of Plan.
      This
      Plan shall terminate on the day immediately preceding the tenth anniversary
      of
      the date of stockholder approval of this Plan, unless this Plan is terminated
      earlier under Section 5(f) or by the Board or, with the approval of the
      stockholders, is extended by the Board. The termination of this Plan shall
      not
      impair the power and authority of the Committee with respect to an outstanding
      Grant and the terms and conditions of this Plan shall continue to apply to
      such
      outstanding Grants.

     

    
      	 	
              20.

            	
              Miscellaneous

            


    

     

    (a) Grants
      in Connection with Corporate Transactions and Otherwise.
      Nothing
      contained in this Plan shall be construed to (i) limit the right of the
      Committee to make Grants under this Plan in connection with the acquisition,
      by
      purchase, lease, merger, consolidation or otherwise, of the business or assets
      of any Person, including Grants to employees thereof who become Employees,
      or
      for other proper corporate purposes or (ii) limit the right of NYFIX to grant
      stock options or make other awards outside of this Plan. Without limiting the
      foregoing, the Committee may make a Grant to an employee of another Person
      who
      becomes an Employee by reason of such an acquisition in substitution for a
      grant
      made by such Person. The terms and conditions of the substitute Grants may
      vary
      from the terms and conditions required by this Plan and from those of the
      substituted grant. The Committee shall prescribe the provisions of the
      substitute Grants.

     

    (b) Compliance
      with Law.
      This
      Plan, the Grants made hereunder and the obligations of NYFIX under this Plan
      and
      such Grants shall be subject to all applicable laws and to approvals by any
      governmental or regulatory agency that may be required. Notwithstanding anything
      contained herein or in any Grant Letter to the contrary, the Committee may
      revoke any Grant if it is contrary to applicable law or modify a Grant to bring
      it into compliance with applicable law or within the provisions of this Plan.
      The Committee may, in its sole discretion, agree to limit its authority under
      this Section.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (c) Section
      409A.
      It is
      the intention of NYFIX that no Grant be subject to the additional tax imposed
      by
      Section 409A(b)(5)(i) of the Code, and to the extent that there are any
      ambiguities herein, this Plan shall be interpreted and administered accordingly.
      

     

    (d) Enforceability.
      This
      Plan shall be binding upon and enforceable against NYFIX and its successors
      and
      assigns.

     

    (e) Funding
      of this Plan; Limitation on Rights.
      This
      Plan shall be unfunded. Neither NYFIX nor any other Person shall be required
      to
      establish any special or separate fund or to make any other segregation of
      assets to assure the settlement of any Grants under this Plan. Nothing contained
      in this Plan and no action taken pursuant hereto shall create or be construed
      to
      create a fiduciary relationship between the Company or any other Person and
      any
      Participant or any other Person. No Participant or other Person shall under
      any
      circumstances acquire any property interest in any specific assets of the
      Company or any other Person. To the extent that any Person acquires a right
      to
      receive settlement from NYFIX hereunder, such right shall be no greater than
      the
      right of any unsecured general creditor of NYFIX.

     

    (f) Rights
      of Participants.
      Nothing
      in this Plan shall entitle any Employee, Consultant, Non-Employee Director
      or
      other Person to any claim or right to receive a Grant under this Plan. Neither
      this Plan nor any action taken hereunder shall be construed as giving any
      individual any rights to be retained by or continue in the employment or service
      of the Company.

     

    (g) No
      Acquired Rights or Entitlements/Plan Amendment or Termination.
      The
      Plan shall not entitle Participants to any future compensation. The Plan is
      not
      an element of the employees’ base salary or base compensation and shall not be
      considered as part of such in the event of severance, redundancy, or
      resignation. The Company has no obligation to offer incentive plans to
      Participants in the future, and the Plan shall be effective only for the time
      period specified in the Plan and shall not be deemed to renew year over year.
      The Participant understands and accepts that the incentive payments made under
      the Plan are entirely at the sole discretion of the Company. Specifically,
      the
      Company assumes no obligation to the Participant under this Plan with respect
      to
      any doctrine or principle of acquired rights or similar concept. Subject to
      the
      provisions of the Plan, the Company may amend or terminate the Plan or
      discontinue the payment of incentives under the Plan at any time, at its sole
      discretion and without advance notice.

     

    (h) No
      Fractional Shares.
      No
      fractional shares of Stock are required to be issued or delivered pursuant
      to
      this Plan or any Grant. The Committee shall determine whether cash, other awards
      or other property shall be issued or paid in lieu of such fractional shares
      or
      whether such fractional shares or any rights thereto shall be forfeited or
      otherwise eliminated.

     

    (i) Other
      Compensation and Benefit Plans.
      Except
      as provided in Section 1, the adoption of this Plan shall not affect any other
      stock incentive or other compensation plans of the Company and shall not
      preclude the Company from establishing any other forms of stock incentive or
      other compensation for employees, non-employee directors or other Persons.
      The
      amount of any compensation deemed to be received by a Participant pursuant
      to an
      Grant shall not constitute compensation with respect to which any other benefits
      of such Participant are determined, including benefits under any bonus, pension,
      profit sharing, life insurance or salary continuation plan, except as otherwise
      specifically provided by the terms of such plan. 

     

    
      
        
        

      

      
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    (j) Employees
      Subject to Taxation Outside the United States.
      With
      respect to Participants who are resident or subject to taxation in countries
      other than the United States, the Committee may make Grants on such terms and
      conditions as the Committee deems appropriate to comply with the laws of the
      applicable countries, and the Committee may create such procedures, addenda
      and
      subplans and make such modifications as may be necessary or advisable to comply
      with such laws. In order to facilitate the grant of Awards under this Plan,
      the
      Committee may, in its sole discretion, (i) provide for such special terms for
      Awards to Participants who are foreign nationals, or who are employed by the
      Company outside of the United States, as the Committee may, in its sole
      discretion, consider necessary or appropriate to accommodate differences in
      local law, tax policy or custom and (ii) approve such supplements to, or
      amendments, restatements or alternative versions of, this Plan, as it may,
      in
      its sole discretion, consider necessary or appropriate for such purposes without
      thereby affecting the terms of this Plan for any other purpose; provided,
      that no
      such supplements, amendments, restatements or alternative versions shall include
      any provisions that are inconsistent with the terms of this Plan, as then in
      effect, unless this Plan could have been amended to eliminate such inconsistency
      without further approval by the stockholders under any applicable
      rules

     

    (k) Personal
      Data.
      In
      order to administer this Plan, the Company may process personal data about
      Participants. Such data includes, but is not limited to, the information
      provided in a Grant Letter and any changes thereto, other appropriate personal
      and financial data about a Participant, such as a home address, business
      address, e-mail address and other contact information, payroll information
      and
      any other information that might be deemed appropriate by the Company to
      facilitate the administration of this Plan. By accepting a Grant, each
      Participant gives explicit consent to the Company to process any such personal
      data. Participants also give explicit consent to the Company to transfer any
      such personal data within and outside of the United States or any other country
      in which the Participant may work or are employed, and such data may be
      transferred to persons who are designated by the Company to administer this
      Plan. The United States has not been determined to provide an adequate level
      of
      privacy protection as defined in the European Union’s Directive on Data
      Protection. However, the Company will, at all times, use commercially reasonable
      efforts to take the appropriate measures to protect Participants’ personal data.
      Participants have the right to request information on the collection, processing
      and use of their personal data. If a Participant wishes to exercise his or
      her
      rights to information, he or she may make a written request to the Company.
      Requests should contain sufficient detail to describe the data with respect
      to
      which the Participant requests information.

     

    (l)  Governing
      Law.
      The
      validity, construction, interpretation and effect of this Plan and Grant Letters
      issued under this Plan shall be governed and construed by and determined in
      accordance with the laws of the State of Delaware, without giving effect to
      the
      conflict of laws provisions thereof.

     

    
      
        
        

      

      
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    Adopted
      by the Board on __, 2007

     

    _______________________________

    Secretary

     

     

     

    
      
        
        

      

      
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