Exhibit 10.23
NYFIX
CORPORATE HEADQUARTERS
STAMFORD HARBOR PARK
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EMPLOYMENT AGREEMENT
AGREEMENT made and effective as of the 21st day of March, 2003 by
and among NYFIX, INC. a New York corporation with its principal office at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "Employer" or "Company"), and ▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter "Employee").
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 Employee for the
period provided in this Agreement, and Employee 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 Employee, and Employee
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, Employee agrees to be responsible for Vice President,
General Counsel duties and report to ▇▇▇▇ ▇▇▇▇, Chief Financial Officer of the
Company.
3. TERM OF EMPLOYMENT. The period of Employee's employment under
this Agreement shall be deemed to have commenced as of March 31, 2003 and shall
continue for a period of one year until March 30, 2004 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, Employee 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, employee shall receive a prorated 3 week vacation in the first
calendar year of this Agreement, and 3 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 Employee as compensation for
his services hereunder a total annual base salary of $225,000. The base salary
is comprised of a standard $220,000 US dollars plus an additional $5,000 US
dollars for non-competition compensation (see paragraph 9). Employee 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.
Employee shall also be entitled to participate in such other benefits as may
from time to time be generally made available to Employer's employees. 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
Employee for all reasonable travel and other expenses incurred by Employee in
performance of his obligations under this Agreement, provided that Employer
approves such expenses in advance.
8. CONFIDENTIALITY. The Employee 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 Employee from time to time are
valuable, special, and unique assets of the Employer. The Employer and the
Employee recognize that access to and knowledge of such technology and
information is essential to the Employee's duties hereunder. In return for his
access and knowledge, the Employee 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 Employee 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 employee, 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 2lst day of March, 2003:
NYFIX, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇
Chief Financial Officer
EMPLOYEE:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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