Exhibit 10.25
December 29,
2008
PERSONAL
& CONFIDENTIAL
Robert
Moitoso
[Home Address
Redacted]
Dear
Bob:
Reference is
made to the Employment Agreement dated January 3, 2007 between you
and NYFIX, Inc., (the “Agreement”).
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You and NYFIX,
Inc. hereby agree to add the following sentence at the end of the
second full paragraph on page one of the Agreement:
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“, which
will be paid in a lump sum no later than March 15 of the year after
the year in which the bonus was achieved.”
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You and NYFIX,
Inc. hereby agree that the last sentence of the first full
paragraph of page three of the Agreement is replaced, in its
entirety, with the following two sentences:
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“Notwithstanding the above, in the event
you are terminated without Cause, subject to the provisions of
Attachment A, you will receive twelve (12) months’ base pay
at your then-current rate, less required withholdings, commencing
thirty (30) days after the date of termination, payable in
accordance with NYFIX’s normal payroll practices, provided
that within 30 days of your termination you have executed, and any
applicable revocation period has expired with respect to, a release
document in form and substance acceptable to NYFIX in its sole
discretion. All severance payments hereunder are subject
to the provisions of Attachment B.”
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You and NYFIX,
Inc. hereby agree to add Attachment B, “Payments Subject to
Section 409A,” to read as set forth in the attachment
hereto.
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— The remainder of this
page is intentionally left blank —
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NYFIX,
Inc.
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Very truly
yours,
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/s/ Steven
Vigliotti
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Steven
Vigliotti
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Chief Financial
Officer
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Accepted and
Agreed:
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/s/ Robert
Moitoso
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Robert
Moitoso
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December 30,
2008
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Attachment B
Payments Subject to Section
409A
Subject to the
provisions in this Attachment A, severance payments or benefits
under this offer letter shall begin only upon the date of your
“separation from service” (determined as set forth
below) which occurs on or after the date of termination of
employment. The following rules shall apply with respect
to distribution of the payments and benefits, if any, to be
provided to you under this offer letter:
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It is intended
that each installment of the severance payments and benefits
provided under this offer letter shall be treated as a separate
“payment” for purposes of Section 409A of the Internal
Revenue Code and the guidance issued thereunder (“Section
409A”). Neither you nor the Company shall have the
right to accelerate or defer the delivery of any such payments or
benefits except to the extent specifically permitt
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