THIS AGREEMENT WITHOUT THE
WRITTEN CONSENT OF THE COMPANY.
THIS AGREEMENT WILL BE BINDING UPON AND WILL
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
EXECUTORS, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND PERMITTED
ASSIGNS.
(H)
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS, EACH OF WHICH WILL BE DEEMED TO BE AN ORIGINAL HEREOF, BUT ALL OF
WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(I)
THIS AGREEMENT CONSTITUTES THE SOLE AND
ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO AS TO THE SUBJECT
MATTER HEREOF, AND SUPERSEDES ALL PRIOR DISCUSSIONS, AGREEMENTS AND
UNDERSTANDINGS OF EVERY KIND AND NATURE BETWEEN THEM AS TO SUCH SUBJECT MATTER;
17
PROVIDED THAT, FOR THE SAKE OF CLARITY, THIS AGREEMENT (OTHER THAN THE
PROVISIONS OF THIS AGREEMENT PROVIDING FOR THE ACCELERATION OF VESTING OF RSUS)
SHALL NOT SUPERSEDE ANY AGREEMENT ENTERED INTO WITH RESPECT TO ANY OUTSTANDING
RSUS GRANTED TO EXECUTIVE PRIOR TO THE DATE HEREOF.
(J)
THIS AGREEMENT IS INTENDED FOR THE SOLE
AND EXCLUSIVE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS,
EXECUTORS, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND PERMITTED
ASSIGNS, AND NO OTHER PERSON OR ENTITY WILL HAVE ANY RIGHT TO RELY ON THIS
AGREEMENT OR TO CLAIM OR DERIVE ANY BENEFIT HEREFROM ABSENT THE EXPRESS WRITTEN
CONSENT OF THE PARTY TO BE CHARGED WITH SUCH RELIANCE OR BENEFIT.
(K)
IF ANY PROVISION OF THIS AGREEMENT IS HELD
INVALID OR UNENFORCEABLE, EITHER IN ITS ENTIRETY OR BY VIRTUE OF ITS SCOPE OR
APPLICATION TO GIVEN CIRCUMSTANCES, SUCH PROVISION WILL THEREUPON BE DEEMED
MODIFIED ONLY TO THE EXTENT NECESSARY TO RENDER SAME VALID, OR NOT APPLICABLE TO
GIVEN CIRCUMSTANCES, OR EXCISED FROM THIS AGREEMENT, AS THE SITUATION MAY
REQUIRE; AND THIS AGREEMENT WILL BE CONSTRUED AND ENFORCED AS IF SUCH PROVISION
HAD BEEN INCLUDED HEREIN AS SO MODIFIED IN SCOPE OR APPLICATION, OR HAD NOT BEEN
INCLUDED HEREIN, AS THE CASE MAY BE.
(L)
THE PROVISIONS OF SECTION 4, 5, 9, 11
AND 12 OF THIS AGREEMENT WILL SURVIVE THE TERMINATION OF EXECUTIVE'S EMPLOYMENT
IN ACCORDANCE WITH THEIR TERMS.
THE PROVISIONS OF SECTIONS 4 AND 11 OF THIS
AGREEMENT WILL SURVIVE EXPIRATION OF THIS AGREEMENT AS A RESULT OF THE GIVING OF
A NOTICE OF NON RENEWAL BY EITHER PARTY AND WILL CONTINUE TO APPLY IN ACCORDANCE
WITH THEIR TERMS UNLESS AND UNTIL THE PARTIES PROVIDE OTHERWISE IN A WRITTEN
AGREEMENT EXECUTED BY BOTH PARTIES.
18
IN WITNESS THEREOF, the parties have executed and delivered this Agreement as of
the date first written above.
GFI Group Inc.
By:
Name:
Title:
Executive
Name: Christopher J. Giancarlo
19
EXHIBIT A
Form of Release
THIS RELEASE (this "Release") is made as of this
th
day of
, 200 ,
by and between [Name] (the "Company"), and [Name]
("Executive").
PRELIMINARY RECITALS
A.
Executive's employment with the Company has
terminated.
B.
[Executive and the Company are parties to
an Employment Agreement, dated as of
(the "Agreement")].
AGREEMENT
In consideration of the payments due Executive under the Agreement, and other
good and