Exhibit 10.16
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
Xxxxx, residing at 00 Xxxxxxx Xxxxx, Xxxxxxxx, XX 00000 (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 serve as Chief Information Officer and report to
Xxxxx Xxxxxxxxx Xxxxxx, Chief Executive 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 January 1, 2003 and shall
continue for a period of one year until December 31, 2003 (the "Term"). The Term
shall be automatically renewed in one-year increments unless terminated as
provided herein, or unless either party gives 90 days prior written notice of
its intention to discontinue the automatic extension.
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 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 Employee as compensation for his
services hereunder a total annual base salary of $231,875 and will increase to
$250,000 effective April 1, 2003. The base salary is comprised of a standard
$245,000 US dollars plus an additional $5,000 US dollars for non-competition
compensation (see paragraph 9). In addition, Executive will be entitled to a
leased automobile maintained and paid by the Company, including fuel, insurance,
tolls and parking. 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.
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 not be terminated during its term by
the Employer for any reason other than material breach by the Executive of the
agreement.
12. GOVERNING LAW AND VENUE. This Agreement shall be construed in
accordance with the laws of the State of New York.
13. INDEMNIFICATION. The Executive hereby covenants and agrees that he will
not do any act or incur any obligation on be-half of the Employer of any kind
whatsoever unless authorized by the Employer. The Employer hereby covenants and
agrees that it will indemnify Executive and hold him harmless from any
obligation or liability incurred by the Employer or by the Executive as an
Officer, Director, Employee or Agent of the Employer, including the reasonable
expenses of legal defense thereof, for any act, omission, or liability
undertaken or incurred during the course of this Agreement.
14. NOTICES. Any notice required to be given pursuant to this Agreement
shall be effective only if in writing and delivered personally or by mail. If
given by mail, such notice must be sent by registered or certified mail, postage
prepaid, mailed to the parties at the addresses set forth on the signature page
hereof, or at such other addresses as the parties may designate, from time to
time, by written notice. Mailed notices shall be deemed received two (2)
business days after the date of deposit in the mail.
15. SURVIVAL. The representations, warranties, covenants, and
indemnifications contained herein shall survive the execution hereof and shall
be effective regardless of the expiration or termination hereof.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
1st day of January, 2003:
NYFIX, INC.
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
Chief Financial Officer
EXECUTIVE:
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
