Exhibit 10.17
EXECUTIVE AGREEMENT
AGREEMENT made and effective as of the 1st day of January, 2003 by and
among NYFIX, INC. a New York corporation with its principal office at 000 Xxxxxx
Xxxxxx, Xxxxxxxx, XX 00000 (hereinafter "Employer" or "Company"), and Xx. Xxxx
X. Xxxx, residing at 000 Xxxxxxxxxx Xxxx, Xxx Xxxxxx, XX 00000 (hereinafter
"Executive").
WHEREAS, Employer, through its subsidiaries, provides electronic trading
systems, industry-wide trade routing connectivity, straight-through processing
and execution services and systems to the global equities and derivatives
financial markets, and
WHEREAS, Employer desires to assure the services of Executive for the
period provided in this Agreement, and Executive is willing to serve in the
employ of Employer on a full-time basis for said period upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. EMPLOYMENT. Employer agrees to employ Executive, and Executive agrees to
enter the employ of the Employer for the period stated in Paragraph "3" hereof
and upon the other terms and conditions set forth herein.
2. POSITION AND RESPONSIBILITIES. During the period of his employment
hereunder, Executive agrees to serve as Chief Financial Officer and report to
Xxxxx Xxxxxxxxx Xxxxxx, Chief Executive Officer of the Company.
3. TERM OF EMPLOYMENT. The period of Executive's employment under this
Agreement shall be deemed to have commenced as of January 1, 2003 and shall
continue for a period of one year until December 31, 2003 and renew
automatically for one year at a time unless sooner terminated as provided
herein, under Item 11. Termination, or by breach of contract.
4. DUTIES. During the period of his employment hereunder and except for
illness, vacation periods, and reasonable leaves of absence, Executive shall
devote substantially all of his business time, attention, skill, and efforts to
the faithful performance of his duties hereunder.
In addition to paid holidays, as defined by the Company's holiday
schedule, Executive shall receive a prorated 4 week vacation in the first
calendar year of this Agreement, and 4 weeks paid vacation during each
subsequent calendar year of this Agreement. All vacation periods shall be
scheduled at the convenience of the Employer.
5. COMPENSATION.
5.1. BASE SALARY: Employer shall pay Executive as compensation for his
services hereunder a total annual base salary of $300,000. The base salary is
comprised of a standard $295,000 US dollars plus an additional $5,000 US dollars
for non-competition compensation (see paragraph 9). Executive will also be
offered to participate in the Company's health insurance plan(s) and 401(k)
plan.
5.2. OTHER COMPENSATION: At any point of time the Company reserves the
right to extend special bonuses or incentives which could include stock option
grants. However, such arrangements are solely at management's discretion.
Executive shall also be entitled to participate in such other benefits as may
from time to time be generally made available to Employer's Executives. This
contract is not obligating the company to extend such bonuses or incentives.
6. PAYMENT TERMS. The salary payment shall be made in accordance with the
usual payroll system of the Company, presently bi-weekly.
7. REIMBURSEMENT OF EXPENSES. Employer shall pay or reimburse Executive for
all reasonable travel and other expenses incurred by Executive in performance of
his obligations under this Agreement, provided that Employer approves such
expenses in advance.
8. CONFIDENTIALITY. The Executive recognizes and acknowledges that the
Employer's trade secrets, employers specific combination of use of third-party
parts, proprietary technology and software, and confidential information as may
exist and be shared with Executive from time to time are valuable, special, and
unique assets of the Employer. The Employer and the Executive recognize that
access to and knowledge of such technology and information is essential to the
Executive's duties hereunder. In return for his access and knowledge, the
Executive agrees that he will not, during the term of this Agreement or at any
time thereafter, disclose any such secrets, technology, or information to any
person, firm, corporation, or other entity for any reason or purpose whatsoever,
nor shall the Executive make use of any such secrets, technology, or information
for his own purposes or for the benefit of any person, firm, corporation, or
other entity under any circumstances during or after the term of this Agreement.
9. NON-COMPETITION. You will not for the first 12 months after the end of
your employment with us either directly or indirectly as a sole proprietor,
partner, stockholder, investor, officer or director of a corporation, or as an
Executive, agent, associate or consultant of any person, firm, corporation or
other entity - without NYFIX, Inc. written approval:
(i) engage in any activity or employment in the faithful performance
of which it could be reasonably anticipated that you would or
would be required or expected to use or disclose any confidential
information or trade secrets of NYFIX; Inc. or its subsidiaries,
(ii) you will not solicit business or accept orders for products and
services competitive with the Employers or the Employers
Subsidiaries or Affiliates, from any of their clients or
prospective clients with whom you dealt with either directly or
indirectly during the period of your employment;
10. ENFORCEMENT; SEVERABILITY. It is the desire and the intent of the
parties hereto that the provisions of this Agreement hereof be enforced to the
fullest extent permissible under the laws and public policy of the jurisdictions
in which enforcement is sought. Accordingly, if any particular portion or
provision of this Agreement shall be adjudicated to be invalid or unenforceable,
the remaining portion or such provision or the remaining provisions of this
Agreement, or the application of such provision or portion of such provision as
is held invalid or unenforceable to persons or circumstances other than those to
which it is held invalid or unenforceable, shall not be effected thereby.
11. TERMINATION. This Agreement may be terminated by either party at any
time upon thirty (30) days written notice.
12. GOVERNING LAW AND VENUE. This Agreement shall be construed in
accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
1st day of January, 2003:
NYFIX, INC.
By: /s/ Xxxxx Xxxxxxxxx Xxxxxx
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Xxxxx Xxxxxxxxx Xxxxxx
Chief Executive Officer
EXECUTIVE:
/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
