Exhibit 10.1
A MENDMENT NO. 2 TO
EMPLOYMENT
AGREEMENT
This AMENDMENT NO. 2 (this “
Amendment ”) to that certain Employment Agreement,
dated as of August 20, 2008, as amended (the “
Agreement ”), by and between GFI Group Inc., a
Delaware corporation (the “ Company ”), and
Ronald Levi (“ Executive ”), is made on
March 30, 2009 (the “ Amendment Effective Date
”).
WHEREAS, the Company and Executive
desire to amend the Agreement according to
Section 10(a) thereof so that all bonus compensation will
be “performance-based” in accordance with Internal
Revenue Code Section 162(m) (“Code
Section 162(m)”); 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 3(d) shall be amended
by:
a. Replacing the date of
“July 31 st
” at the end of said
Section 3(d) with the date of
“December 31 st ”;
b. Amending and restating the first parenthetical
in said Section 3(d) to read as follows:
“(but excluding the Sign-On Restricted Stock Unit Grant, the
payments provided for in Section 3(e) below, and any
“nonqualified deferred compensation” (within the
meaning of Code Section 409A) granted to
Executive)”;
c. Deleting the language reading:
“during each twelve month period of the Term ending on
July 31st of each year (the “Guarantee”),”
and substituting in its place the following new language:
“during or with respect to each calendar year during the Term
or within which the Term expires (the “Guarantee”);
subject to pro ration for any partial calendar year resulting from
expiration of the Term (such pro ration to be determined by
multiplying the full amount of the Guarantee by a fraction, the
numerator of which is t
