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Exhibit 10.22
December 31,
2008
PERSONAL
& CONFIDENTIAL
Annemarie
Tierney
[Home address
redacted]
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Employment
Agreement dated December 12, 2007 between you and NYFIX,
Inc.
(the
“Agreement”).
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Dear
Annemarie:
You and NYFIX,
Inc. agree to the following amendments to the Agreement.
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The following
language is added to the fifth sentence of the second
paragraph on Page 1 of the Agreement:
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“payable
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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The fifth
sentence of the first full paragraph on Page 3 of your agreement is
amended in its entirety and replaced with the following two
sentences:
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“Notwithstanding the above, in the event
you voluntarily terminate your employment with Good Reason or the
Company terminates your employment without “Cause” (as
defined on Attachment “A”), you will receive (i) a lump
sum cash payment 30 days following your termination date equal to
twelve (12) months’ base pay at your then-current rate, less
required withholdings, (ii) reimbursement for your out-of-pocket
COBRA expense during the 12 month period following your termination
in accordance with NYFIX’s standard payroll practices, and
(iii) acceleration of outstanding unvested equity as provided under
the terms set forth on the attached forms of grant, provided that
within 30 days of your termination you have executed, and any
applicable revocation period has expired with respect to, a release
document a form reasonably similar to that attached hereto to as
Exhibit B (a “Release”). The distribution of
the payments and benefits you receive upon your termination of
employment with the Company shall be subject to the terms and
conditions set forth in Attachment C.
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A new
Attachment B is added to read as set forth in Attachment B
hereto.
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If you are in
agreement with the foregoing, kindly execute a copy of this letter
and return it to the undersigned.
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NYFIX,
Inc.
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Very truly
yours,
/s/ Steven
Vigliotti
Steven
Vigliotti
Chief Financial
Officer
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Accepted and
Agreed:
/s/
Annemarie Tierney
Annemarie
Tierney
December 31,
2008
Date
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Attachment B
Payments Subject to Section
409A
Subject to the
provisions in this Attachment B, 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 l
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