Common use of Section 409A Requirements Clause in Contracts

Section 409A Requirements. This Agreement is intended to satisfy in form and operation the requirements of the terms of Section 409A of the Code to the extent applicable and any applicable guidance or regulations, including transition rules, thereunder (collectively, “Section 409(A)”). To the extent required by Section 409A, and notwithstanding any other provision of this Agreement, no payment or benefit that constitutes deferred compensation for purposes of Section 409A will be provided to the Executive following his separation from service prior to the first to occur of (i) the date of the Executive’s death or (ii) the first day of the seventh month following the month in which his separation from service occurs, if he is a “specified employee” (as defined under Section 409A(a)(2)(B)(i) of the Code). Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum promptly following the first to occur of the two dates specified in the immediately preceding sentence. Without limiting the generality of the foregoing, the payments provided for in Section 20 (a)(i) shall be delayed as provided for in this Section 27 if the Executive is a “specified employee”. Furthermore and notwithstanding any other provision of this Agreement to the contrary, this Agreement is deemed to be modified in any way necessary to satisfy the requirements of Section 409A as determined by the Company in its good faith discretion. EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT AFFECTS HIS RIGHTS TO INVENTIONS EXECUTIVE MAKES DURING EMPLOYMENT WITH THE COMPANY, AND RESTRICTS EXECUTIVE’S RIGHTS TO DISCLOSE OR USE THE COMPANY'S CONFIDENTIAL INFORMATION AND TO COMPETE IN BUSINESS WITH THE COMPANY, DURING AND AFTER SUCH EMPLOYMENT. EXECUTIVE HAS CAREFULLY READ THIS EMPLOYMENT AGREEMENT AND UNDERSTANDS ITS TERMS. EXECUTIVE HAS COMPLETELY FILLED OUT EXHIBIT B TO THIS AGREEMENT. Dated: August 1, 2006 Signature /s/ B▇▇▇▇ ▇▇▇▇▇▇▇▇ B▇▇▇▇ ▇▇▇▇▇▇▇▇ Dated: August 1, 2006 By: /s/ S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Chief Financial Officer n The achievement of the following objectives with Threshold Performance equal to a payment of 50% of Target Incentive; Target Performance equal to a payment of 100% of Target Incentive; and Maximum Performance equal to a payment of 200% of Target Incentive, each adjusted by weighting for each performance objective. The calculation of the incentive payment shall be based on the actual performance level achieved and scored consistently with the FY 2006 Annual Incentive Plan ¾ Company CMO (80% weight) · Net Income: Amounts as approved by the Board of Directors. ¾ Individual Performance (20% weight) · Become current with regulatory filings - Minimum - Date as approved by the Board of Directors Target - Date as approved by the Board of Directors Maximum - Date as approved by the Board of Directors · Hold Stockholders’ meeting - Target - Date as approved by the Board of Directors 1. The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by NYFIX, Inc. or any of its subsidiaries or affiliates (collectively, the "Company") that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment by the Company that I desire to remove from the operation of the Executive Agreement to which this Exhibit A is attached. _X_ No inventions or improvements. ___ See below: ___ Additional sheets attached. 2. I propose to bring to my employment the following materials and documents of a former employer: ___ No materials or documents. ___ See below: ___ Additional sheets attached. Signature: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇▇ B▇▇▇▇ ▇▇▇▇▇▇▇▇ I recognize that differences may arise between me and NYFIX, Inc. or one of its present or future subsidiaries or affiliates during or after my employment with the Company, and that those differences may or may not be related to my employment. I understand and agree that by entering into this Agreement to Arbitrate Claims (“Agreement”), I anticipate gaining the benefits of a non-judicial, impartial dispute-resolution procedure. I understand that any reference in this Agreement to “the Company” will include not only NYFIX, Inc., but also all NYFIX, Inc. present and future subsidiaries and affiliates, and all successors and assigns of any of them.

Section 409A Requirements. This Agreement is intended to satisfy in form and operation the requirements of the terms of Section 409A of the Code to the extent applicable and any applicable guidance or regulations, including transition rules, thereunder (collectively, “"Section 409(A)”"). To the extent required by Section 409A, and notwithstanding any other provision of this Agreement, no payment or benefit that constitutes deferred compensation for purposes of Section 409A will be provided to the Executive following his separation from service prior to the first to occur of (i) the date of the Executive’s 's death or (ii) the first day of the seventh month following the month in which his separation from service occurs, if he is a “"specified employee” " (as defined under Section 409A(a)(2)(B)(i) of the Code). Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum promptly following the first to occur of the two dates specified in the immediately preceding sentence. Without limiting the generality of the foregoing, the payments provided for in Section 20 (a)(i) shall be delayed as provided for in this Section 27 if the Executive is a “specified employee”. Furthermore and notwithstanding any other provision of this Agreement to the contrary, this Agreement is deemed to be modified in any way necessary to satisfy the requirements of Section 409A as determined by the Company in its good faith discretion. EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT AFFECTS HIS RIGHTS TO INVENTIONS EXECUTIVE MAKES DURING EMPLOYMENT WITH THE COMPANY, AND RESTRICTS EXECUTIVE’S 'S RIGHTS TO DISCLOSE OR USE THE COMPANY'S CONFIDENTIAL INFORMATION AND TO COMPETE IN BUSINESS WITH THE COMPANY, DURING AND AFTER SUCH EMPLOYMENT. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] EXECUTIVE HAS CAREFULLY READ THIS EMPLOYMENT AGREEMENT AND UNDERSTANDS ITS TERMS. EXECUTIVE HAS COMPLETELY FILLED OUT EXHIBIT B TO THIS AGREEMENT. Dated: August 1May 25, 2006 Signature /s/ B▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ B▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Dated: August 1Dated May 25, 2006 NYFIX, Inc. By: /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ S▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ President and Chief Financial Officer n The achievement of the following objectives with Threshold Performance equal to a payment of 50% of Target Incentive; Target Performance equal to a payment of 100% of Target Incentive; and Maximum Performance equal to a payment of 200% of Target Incentive, each adjusted by weighting for each performance objective. The calculation of the incentive payment shall be based on the actual performance level achieved and scored consistently with the FY 2006 Annual Incentive Plan ¾ Company CMO (80% weight) · Net Income: Amounts as approved by the Board of Directors. ¾ Individual Performance (20% weight) · Become current with regulatory filings - Minimum - Date as approved by the Board of Directors Target - Date as approved by the Board of Directors Maximum - Date as approved by the Board of Directors · Hold Stockholders’ meeting - Target - Date as approved by the Board of DirectorsExecutive Officer 1. The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by NYFIX, Inc. or any of its subsidiaries or affiliates (collectively, the "Company") that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment by the Company that I desire to remove from the operation of the Executive Agreement to which this Exhibit A is attached. _X__ No inventions or improvements. ___ See below: ___ Additional sheets attached. 2. I propose to bring to my employment the following materials and documents of a former employer: ___ No materials or documents. ___ See below: ___ Additional sheets attached. Signature: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇▇ B▇▇▇▇ ▇▇▇▇▇▇▇▇ I recognize that differences may arise between me and NYFIX, Inc. or one of its present or future subsidiaries or affiliates during or after my employment with the Company, and that those differences may or may not be related to my employment. I understand and agree that by entering into this Agreement to Arbitrate Claims (“"Agreement”"), I anticipate gaining the benefits of a non-judicial, impartial dispute-resolution procedure. I understand that any reference in this Agreement to “"the Company” " will include not only NYFIX, Inc., but also all NYFIX, Inc. present and future subsidiaries and affiliates, and all successors and assigns of any of them.