concerned at the address indicated below (or such other
address as the recipient shall have specified by ten (10) days' advance written
notice given in accordance with this Section 8).
If to the Company:
GFI Group Inc.
55 Water Street
New York, NY 10041
Attn: General Counsel
If to Executive:
at the address on file with the Company.
16
9.
OPPORTUNITY FOR REVIEW.
EXECUTIVE ACKNOWLEDGES THAT HE HAS REVIEWED THIS AGREEMENT CAREFULLY AND HAS HAD
AMPLE OPPORTUNITY TO OBTAIN ADVICE AS TO THE MEANING OF THE TERMS, COVENANTS AND
AGREEMENTS CONTAINED HEREIN FROM SUCH PROFESSIONAL ADVISORS AS EXECUTIVE HAS
DEEMED APPROPRIATE OR NECESSARY.
10.
GENERAL.
(A)
TO THE EXTENT EXECUTIVE WOULD BE SUBJECT TO
THE ADDITIONAL 20% TAX IMPOSED ON CERTAIN DEFERRED COMPENSATION ARRANGEMENTS
PURSUANT TO SECTION 409A OF THE CODE AS A RESULT OF ANY PROVISION OF THIS
AGREEMENT, THE COMPANY AGREES TO COOPERATE WITH EXECUTIVE TO EXECUTE ANY
AMENDMENT TO THE PROVISIONS HEREOF REASONABLY NECESSARY TO IMPLEMENT THIS
SECTION 12(A) BUT ONLY (I) TO THE MINIMUM EXTENT NECESSARY TO AVOID APPLICATION
OF SUCH TAX AND (II) TO THE EXTENT THAT THE COMPANY WOULD NOT, AS A RESULT,
SUFFER ANY ADVERSE CONSEQUENCES.
NOTWITHSTANDING THE FOREGOING, THE COMPANY
SHALL NOT BE RESPONSIBLE FOR ANY ADDITIONAL 20% TAX IMPOSED PURSUANT TO CODE
SECTION 409A, NOR WILL THE COMPANY INDEMNIFY OR OTHERWISE REIMBURSE EXECUTIVE
FOR ANY LIABILITY INCURRED AS A RESULT OF CODE SECTION 409A.
(B)
NO WAIVER BY THE COMPANY OR THE EXECUTIVE OF
ANY BREACH OF THIS AGREEMENT WILL BE A WAIVER OF ANY PRECEDING OR SUBSEQUENT
BREACH. NO WAIVER BY THE COMPANY OR THE EXECUTIVE OF ANY RIGHT UNDER THIS
AGREEMENT WILL BE CONSTRUED AS A WAIVER OF ANY OTHER RIGHT. EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT, NEITHER EXECUTIVE NOR THE COMPANY WILL BE REQUIRED
TO GIVE NOTICE TO ENFORCE STRICT ADHERENCE TO ALL TERMS OF THIS AGREEMENT.
(C)
THE CAPTIONS AND PARAGRAPH HEADINGS USED IN
THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE ONLY, AND WILL NOT AFFECT THE
CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT OR ANY OF THE PROVISIONS
HEREOF.
(D)
EXCEPT AS EXPRESSLY PROVIDED FOR IN SECTIONS
4(E)(IV), (V) AND (VI), THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THEIR CONFLICTS OF LAW PROVISIONS.
EACH OF THE PARTIES HERETO
ACKNOWLEDGES THAT SERVICE OF PROCESS IN ANY PROCEEDING BEFORE A COURT OF LAW
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE MADE BY DELIVERY OF A
COPY THEREOF IN ACCORDANCE WITH THE NOTICE PROVISIONS OF SECTION 8 OF THIS
AGREEMENT.
(E)
EXCEPT AS EXPRESSLY PROVIDED FOR IN
SECTIONS 4(E)(IV) AND (V) OR AS REQUIRED BY THE RULES AND REGULATIONS OF THE
FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA"), THE PARTIES HEREBY AGREE THAT
ALL CLAIMS, DISPUTES OR CONTROVERSIES ARISING UNDER THIS AGREEMENT OR OTHERWISE
CONCERNING IN ANY WAY EXECUTIVE'S EMPLOYMENT
("CLAIMS"), INCLUDING, WITHOUT
LIMITATION, CLAIMS FOR WAGES OR SALARY, SEVERANCE OR OTHER COMPENSATION; CLAIMS
FOR BREACH OF ANY