Preview | Employment Agreement |

AGREEMENT made and effective as of the first day of August, 2006 (the Effective Date) by and between NYFIX, INC. a Delaware corporation with its principal office at 100 Wall Street, New York, NY 10005, and Brian Bellardo (hereinafter Executive), residing at [Home Address omitted] New York.

In consideration of employment by NYFIX, Inc., a Delaware corporation, or any subsidiary or affiliate of NYFIX, Inc. (collectively, NYFIX, Employer or the "Company") and services therein rendered, the undersigned Executive and NYFIX hereby agree as follows:

During the period of employment hereunder (the Employment Period), Executive agrees to serve as General Counsel and as an Executive Officer of the Company. The Executive shall have the full responsibilities and authority consistent with such position and report to Robert C. Gasser, Chief Executive Officer.

The Employment Period shall be deemed to have commenced as of -August 1, 2006 and shall continue until July 31, 2007 unless further extended as provided in this Section 3 or sooner terminated as provided in Section 19. Provided no earlier termination pursuant to Section 19 has occurred, commencing on August 1, 2007, and on each successive anniversary thereafter, the Employment Period shall be automatically extended for one additional calendar year, subject to termination during such additional calendar year as provided in Section 19, unless written notice, given at least 60 days prior to the beginning of such additional calendar year, is provided by either party to the other that the term of the Executives employment hereunder (the Contract Term) will not be so extended.

Except as otherwise provided herein and except for illness, permitted vacation periods and permitted leaves of absence as otherwise approved by the Board of Directors of the Company, the Executive agrees that during the term of his employment hereunder he shall devote substantially his full business time, efforts, skill and abilities to the business of the Company in accordance with the reasonable directions and orders of the Chief Executive Officer and will use his best efforts to promote the interests of the Company. The Executive may take reasonable amounts of time to attend to personal matters to the extent that such activities do not inhibit or prohibit the performance of the Executives duties hereunder or inhibit or conflict in any material way with the business of the Company.

In addition to paid holidays, as defined by the Company's holiday schedule, Executive shall be eligible for four weeks paid vacation during each year of the Employment Period, with vacation accruing on a prorata basis during each pay period. All vacation periods shall be scheduled at the convenience of the Employer.

(a)

Base Salary and Annual Bonus. (i) Employer shall pay Executive as compensation for Executives services hereunder a total annual Base Salary of $248,063.00. In addition, the Company shall pay Executive as compensation an Annual Bonus for each calendar year during the Employment Period based upon a specified target amount of 35% of Base Salary in accordance with the Companys Annual Incentive Plan, subject to approval by the Companys Board of Directors for each such year. Such Annual Bonus shall be based on goals disclosed to the Executive prior to, or within the first two months of each such year, with the actual amount of such Annual Bonus (whether greater or less than the specified target amount) being based upon the degree to which such Company goals are met. For the period ending December 31, 2006, the specified target amount of the Annual Bonus shall be $86,822.00 ($ 248,063.00 x 35%) and the specified performance goals are those set forth in Exhibit A hereto. Annual Bonuses for calendar year 2007, and each calendar year thereafter shall be based upon

individual and corporate goals agreed to by the Company and the Executive in good faith, with the specified target amount of such future Annual Bonuses no less than 35% of the Executives annualized Base Salary then payable to him.

(iv) The Executives Base Salary may be increased at any time during the Employment Period in an amount mutually agreed upon by the Executive and the Company based upon a performance evaluation performed by the Companys Chief Executive Officer and approved by the Board of Directors, with such increases in Base Salary being made if the Chief Executive Officer and the Board of Directors determine in good faith that such increase is warranted. In no event, however, shall the Executives Base Salary be decreased without Executives prior written consent.

(b)

Other Compensation. The Company may extend special bonuses or incentives which could include equity or equity related compensation awards (stock options, restricted stock, restricted stock units, phantom stock, stock appreciation rights, etc.). Any equity and equity related compensation awards shall be subject to the terms of the Plan and award agreements under which they are granted.

(c)

Benefits. Executive shall be entitled to participate in all such benefit plans and payroll practices, in accordance with the terms thereof, as may from time to time be generally made available to the Companys senior executives (including without limitation - health/medical insurance plans, dental insurance plan, life insurance plan, disability insurance plan, 401(k) and other pension and retirement plan arrangements).

Employer shall pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performance of Executives obligations under this Agreement, provided that such expenses are incurred in accordance with the policies and procedures established by the Company. Such payments or reimbursements will be made in accordance with the Companys reimbursement policy for senior executives.

Except as required in the performance of his duties under this Agreement, Executive will not: during any period he is performing services hereunder; and (x) for the first six (6) months following the termination of employment by the Executive for Good Reason due to a Change in Control; or (y) for the lesser of one year following termination or the length of time the Executive is entitled to payment under Section 20(i) if termination is other than by the Executive for Good Reason due to a Change in Control, either directly or indirectly in any capacity or manner, without NYFIX prior written approval:

(a)

solicit business or accept orders for products and services competitive with NYFIX products and services from any NYFIX client or prospective client with whom Executive dealt, directly or indirectly, during the Employment Period;

(c)

(i) hire any person who was employed by NYFIX at any time during the last six months of the Employment Period (and who was not otherwise terminated by NYFIX for any reason or no reason and whose hiring would not violate an applicable non-competition agreement with NYFIX); (ii) directly or indirectly induce or attempt to induce, solicit or encourage

any person to leave then current employment with NYFIX; or (iii) advise or counsel any person, other than NYFIX, with respect to the identity or skill set of anyone who was employed by NYFIX at any time during the last six months of the Employment Period (and who was not otherwise terminated by NYFIX for any reason or no reason and provided the hiring by such person would not violate an applicable non-competition agreement with NYFIX).

(a)

Executive acknowledges that NYFIXs trade secrets, NYFIXs specific combination of use of third-party parts, proprietary technology and software, information of NYFIXs partners, customers, and suppliers, and other Confidential Information as may be shared with Executive are valuable and unique assets of NYFIX or such providing party. NYFIX and Executive recognize that access to and knowledge of NYFIXs Confidential Information are essential to Executives duties as a NYFIX Executive.

(b)

Executive agrees that he will not, during the Employment Period or at any time thereafter, except as required in the performance of Executives duties hereunder, or as agreed to in a prior writing signed by an authorized representative of NYFIX, Inc. or as may be required by law or legal process: (i) disclose any such Confidential Information to any person, firm, corporation, or other entity for any reason or purpose whatsoever; (ii) copy any NYFIX Confidential Information; or (iii) make use of any such Confidential Information for Executives own purposes or for the benefit of any person, firm, corporation, or other entity, other than NYFIX, under any circumstances during or after the Employment Period.