Exhibit 10.28
AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This AMENDMENT NO. 1 (this “
Amendment ”) to that certain Employment Agreement,
dated as of August 20, 2008 (the “ Agreement
”), by and between GFI Group Inc., a Delaware corporation
(the “ Company ”), and Ronald Levi (“
Executive ”), is made on December 31, 2008 (the
“ Amendment Effective Date ”).
WHEREAS, the Company and Executive
desire to amend the Agreement according to
Section 10(a) thereof so that it complies with Code
§ 409A; and
WHEREAS, the Company and Executive
have each approved this Amendment and the changes to the Agreement
that it will effect.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the undersigned agree as follows:
Section 1.
Amendments
. The Agreement shall be
amended as follows:
A.
Section 5(a) shall be
amended by adding at the end of the last sentence thereof the
phrase “and Executive shall continue to make himself
available on a full-time basis to perform any requested employment
duties during such time”.
B.
Section 5(b) shall be
amended by (1) inserting in the second sentence thereof,
immediately following the phrase “three (3) months after
the date of such termination”, the phrase “but in any
event no later than the earlier of (i) the tenth (10th)
anniversary of the original date the option was granted and
(ii) the latest date upon which such option could have expired
by its original terms under any circumstances”, and
(2) adding at the end of the last sentence thereof the
following:
, and any revocation period with
respect to such release shall have expired, in each case within
sixty (60) days of the date of termination, and such payments
shall, subject to Section 11 hereof, be made upon the sixtieth
(60th) day following Executive’s termination of employment,
provided that to the extent any such payments do not constitute
“deferred compensation” for purposes of Code
Section 409A, such payments shall be made after the release is
executed and no longer subject to revocation.
C.
Section 5(d) shall be
amended by (1) inserting in the last sentence thereof,
immediately following the word “executes”, the phrase
“and does not revoke”, and (2) adding at the end
of the last sentence thereof the following:
, and any revocation period with
respect to such release shall have expired, in each case within
sixty (60) days of the date of termination, and such payments
shall, subject to Section 11 hereof, be made upon the sixtieth
(60th) day
