Exhibit 10.25
AMENDMENT NO. 1 TO
DISABILITY AGREEMENT
This AMENDMENT NO. 1 (this "Amendment") to that certain Disability Agreement,
dated as of December 30, 2004 (the "Agreement"), by and between GFI Group Inc.,
a Delaware corporation (the "Company"), and Michael A. Gooch (the "Executive"),
is made on December 31, 2008 (the "Amendment Effective Date").
WHEREAS, the Company and the Executive desire to amend the Agreement in
accordance with Section 6 thereof so that it complies with Code § 409A; and
WHEREAS, the Company and the Executive have each approved this Amendment and the
changes to the Agreement that it will effect.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the undersigned agree as follows:
Section 1.
Amendments.
The Agreement shall be amended as follows:
A.
Section 1 shall be amended by adding at the end of clause (a) thereof the
phrase "as in effect on the date of termination, but in any event at least
monthly".
B.
The following shall be added as Section 7 of the Agreement:
7.
SECTION 409A COMPLIANCE.
(A)
THE INTENT OF THE PARTIES IS THAT PAYMENTS AND BENEFITS UNDER THIS
AGREEMENT COMPLY WITH INTERNAL REVENUE CODE SECTION 409A AND THE REGULATIONS AND
GUIDANCE PROMULGATED THEREUNDER (COLLECTIVELY "CODE SECTION 409A") AND,
ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED, THIS AGREEMENT SHALL BE
INTERPRETED TO BE IN COMPLIANCE THEREWITH.
IN NO EVENT WHATSOEVER SHALL THE
COMPANY BE LIABLE FOR ANY ADDITIONAL TAX, INTEREST OR PENALTY THAT MAY BE
IMPOSED ON THE EXECUTIVE BY CODE SECTION 409A OR DAMAGES FOR FAILING TO COMPLY
WITH CODE SECTION 409A.
(B)
A TERMINATION OF EMPLOYMENT SHALL NOT BE DEEMED TO HAVE OCCURRED
FOR PURPOSES OF ANY PROVISION OF THIS AGREEMENT PROVIDING FOR THE PAYMENT OF ANY
AMOUNTS OR BENEFITS UPON OR FOLLOWING A TERMINATION OF EMPLOYMENT UNLESS SUCH
TERMINATION IS ALSO A "SEPARATION FROM SERVICE" WITHIN THE MEANING OF CODE
SECTION 409A AND, FOR PURPOSES OF ANY SUCH PROVISION OF THIS AGREEMENT,
REFERENCES TO A "TERMINATION," "TERMINATION OF EMPLOYMENT" OR LIKE TERMS SHALL
MEAN "SEPARATION FROM SERVICE."
(C)
NOTWITHSTANDING ANY OTHER PAYMENT SCHEDULE PROVIDED HEREIN TO THE
CONTRARY, IF THE EXECUTIVE IS DEEMED ON THE DATE OF TERMINATION TO BE A
"SPECIFIED EMPLOYEE" WITHIN THE MEANING OF THAT TERM UNDER CODE
SECTION 409A(A)(2)(B), THEN EACH OF THE FOLLOWING SHALL APPLY:
(I)
WITH REGARD TO ANY PAYMENT THAT IS CONSIDERED DEFERRED
COMPENSATION UNDER CODE SECTION 409A PAYABLE ON ACCOUNT OF A "SEPARATION FROM
SERVICE," SUCH PAYMENT SHALL BE MADE ON THE DATE WHICH IS THE EARLIER OF (A) THE
EXPIRATION OF THE SIX (6)-MONTH PERIOD MEASURED FROM THE DATE OF SUCH
"SEPARATION FROM SERVICE" OF THE EXECUTIVE, AND (B) THE DATE OF THE EXECUTIVE'S
DEATH (THE "DELAY PERIOD") TO THE EXTENT REQUIRED UNDER CODE SECTION 409A.
UPON
THE EXPIRATION OF THE DELAY PERIOD, ALL PAYMENTS DELAYED PURSUANT TO THIS
SECTION (WHETHER THEY WOULD HAVE OTHERWISE BEEN PAYABLE IN A SINGLE SUM OR IN
INSTALLMENTS IN THE ABSENCE OF SUCH DELAY) SHALL BE PAID TO