Re: MF Global - Employment Agreement

Re:

MF Global – Employment Agreement

1.

Terms Schedule

2.

Term of Your Employment

3.

Your Position, Performance and Other Activities

(a)

Position . You will continue to be employed in the position stated in your Schedule.

(b)

Authority, Responsibilities, and Reporting . Your authority, responsibilities and reporting relationships will correspond to your position and will include any particular authority, responsibilities and reporting relationships consistent with your position that MF Global’s Board of Directors (the “ Board ”) may assign to you from time to time. Any specific reporting relationship provided in your Schedule replaces the relationship provided in this Section 3(b), and any specific authority or responsibility provided in your Schedule is in addition to that provided in this Section 3(b).

(c)

Performance . During your employment, you will devote substantially all of your business time and attention to the MF Global Group and will use good faith efforts to discharge your responsibilities under this Agreement to the best of your ability.

(d)

Other Activities . During your employment, you will not render any business, commercial or professional services to any non-member of the MF Global Group. However, you may (1) serve, without Board approval, on civic, educational or charitable boards or committees and, with the prior written approval of the Board, other corporate boards or committees (which approval previously was granted for any boards and committees set forth in the Schedule), (2) manage personal investments, or (3) deliver lectures, fulfill speaking engagements or teach at educational institutions, so long as the activities in clauses (1) through (3) above do not significantly interfere with your performance of your responsibilities under this Agreement.

4.

Your Compensation

(a)

Salary . You will receive an annual base salary (your “ Salary ”). The starting amount of your Salary is in your Schedule. MF Global will review your Salary at least annually and may increase it at any time for any reason. However, your Salary may not be decreased at any time (including after any increase) other than as part of an across-the-board salary reduction that applies in the same manner to all similarly situated executives, and any increase in your Salary will not reduce or limit any other obligation to you under this Agreement. Your Salary will be paid in accordance with the MF Global Group’s normal practices for similarly situated executives.

(b)

Bonus . You will be eligible to receive an annual bonus (your “ Bonus ”) for each fiscal year of MF Global ending during your employment, which may be paid in a combination of cash and equity-based awards. The amount and form of your Bonus, including the amount payable upon achievement of target-level performance, for each fiscal year (if any) will be determined by the Board (or a committee of the Board) and paid in accordance with your Schedule.

(c)

Other Executive Compensation Plans . You will be entitled to participate in all of the MF Global Group’s executive compensation plans, including any management incentive plans, long-term compensation plans, equity compensation option plans and deferred compensation plans, on a basis that is at least as favorable as that provided to other similarly situated executives of the MF Global Group.

5.

Your Benefits

(a)

Employee Benefit Plans . During your employment, you will be entitled to participate in the MF Global Group’s employee benefit and welfare plans, including plans providing retirement benefits or medical, dental, hospitalization, life or disability insurance, on a basis that is at least as favorable as that provided to other similarly situated executives of the MF Global Group.

(b)

Vacation . You will be entitled to paid annual vacation on a basis that is at least as favorable as that provided to other similarly situated executives of the MF Global Group.

(c)

Business Expenses . You will be reimbursed for all business and entertainment expenses incurred by you in performing your responsibilities under this Agreement. However , your reimbursement will be subject to the MF Global Group’s normal practices for similarly situated executives, provided that such reimbursements pursuant to this Section 5(c) will be paid no later than the end of the calendar year following the year in which such reimbursable expenses were incurred.

(d)

Indemnification . To the fullest extent permitted under the Bye-Laws of MF Global as in effect on your Execution Date set forth below and with any subsequent changes mandated by applicable law (“ Bye-Laws ”), MF Global will indemnify you against any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, against you arising by reason of your status as a director, officer, employee and/or agent of the MF Global Group during your employment, and for your period of employment you are an “Officer” as provided in the Bye-Laws. You will at all relevant times be covered under any contract of directors and officers liability insurance that covers directors of MF Global (other than any coverage that specifically covers solely independent directors).

(e)

Additional Benefits . During your employment, you will be provided the additional benefits stated in your Schedule.

6.

Termination of Your Employment

(a)

No Reason Required . You or MF Global may terminate your employment at any time for any reason, or for no reason, subject to compliance with Section 6(c).

(b)

Related Definitions .

(1)

“ Cause ” means any of the following: (A) your continued and willful failure to perform substantially your responsibilities to the MF Global Group under this Agreement, after demand for substantial performance has been given by the Board or any officer of the MF Global Group to whom you report that specifically identifies how you have not substantially performed your responsibilities; (B) your willful engagement in illegal conduct or in gross misconduct in connection with the business of the MF Global Group; (C) your conviction of, or plea of guilty or nolo contendere to, a felony; (D) your willful and material breach of the MF Global Group’s written code of conduct and business ethics or other material written policy, material procedure or material guideline relating to personal conduct in effect from time to time or Section 7 or 8; (E) your willful attempt to obstruct or willful failure to cooperate with any investigation authorized by the Board or any governmental or self-regulatory entity; or (F) your disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or your loss of any governmental or self-regulatory license that is reasonably necessary for you to perform your responsibilities to the MF

Global Group under this Agreement, if (i) the disqualification, bar or loss continues for more than 60 days and (ii) during that period the MF Global Group uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during your employment, you will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if your employment is not permissible, you will be placed on leave (which will be paid in full to the extent legally permissible).

(2)

“ Good Reason ” means any of the following: (A) any material and adverse change in your position with the MF Global Group; (B) any material diminution in your authority, responsibilities and reporting relationships as provided in Section 3(b) (and your Schedule); (C) any material failure by MF Global to comply with Section 4 (and your Schedule); (D) MF Global requiring you to be based at any office more than 35 miles from the place of employment stated in your Schedule (however, travel required by MF Global in connection with your duties will not constitute Good Reason); (E) any purported termination by MF Global of your employment that is in breach of this Agreement; (F) any failure by MF Global to comply with Section 11(c); or (G) any material breach of this Agreement by MF Global not otherwise specifically provided for in this Section 6(b)(2).

(3)

“ Disability ” means your absence from your responsibilities with MF Global on a full-time basis for 130 business days in any consecutive 12 months as a result of incapacity due to mental or physical illness or injury. If MF Global determines in good faith that your Disability has occurred, it may give you a Termination Notice. If within 30 days of the Termination Notice you do not return to full-time performance of your responsibilities, your employment will terminate. If you do return to full-time performance in that 30-day period, the Termination Notice will be cancelled for all purposes of this Agreement.

Except as provided in this Section 6(b)(3), your incapacity due to mental or physical illness or injury will not affect MF Global’s obligations under this Agreement (including that such illness or injury will not constitute a basis for Cause).

(c)

Advance Notice Generally Required .

(1)

To terminate your employment, either you or MF Global must provide a Termination Notice to the other. A “ Termination Notice ” is a written notice that states the specific provision of this Agreement on which termination is based, including, if applicable, the specific clause of the definition of Cause or Good Reason and a reasonably detailed description of the facts that permit termination under that clause; provided that the failure to include any fact in a Termination Notice that contributes to a showing of Cause or Good Reason does not preclude either party from asserting that fact in enforcing its rights under this Agreement.

(2)

You and MF Global agree to provide 60 days’ advance Termination Notice of any termination, unless your employment is terminated by MF Global for Cause or because of your Disability or death. Accordingly, the effective date of early termination of your employment will be 60 days after Termination Notice is given except that (A) the effective date will be the date of MF Global’s Termination Notice if your employment is terminated by MF Global for Cause, although MF Global may provide a later effective date in the Termination Notice, (B) the effective date will be 30 days after Termination Notice is given if your employment is terminated because of your Disability, and (C) the effective date will be the time of your death if your employment is terminated because of your death.

(d)

With Good Reason or Without Cause . If MF Global terminates your employment without Cause or you terminate your employment for Good Reason prior to the expiration of the Agreement Term:

(1)

MF Global will pay the following as of the end of your employment: (A) your unpaid Salary through the date of termination, (B) your Salary for any accrued but unused vacation through the date of termination, and (C) any accrued expense reimbursements and other cash entitlements (including for accrued expense reimbursement for which supporting documentation is submitted within a reasonable time after termination of your employment) (together, your “ Accrued Compensation ”). In addition, MF Global will pay you any amounts and provide you any benefits that are required, or to which you are entitled, under any plan, contract or arrangement of the MF Global Group as of the end of your employment (together, the “ Other Benefits ”).

(2)

MF Global will pay your Earned Bonus. Your “ Earned Bonus ” means any earned but unpaid Bonus for the fiscal year ending upon or immediately before the end of your employment.

(3)

MF Global will pay your Accrued Bonus. Your “ Accrued Bonus ” means, to the extent not previously awarded or paid, your Bonus for the fiscal year in which your termination of employment occurs based on the achievement of actual performance goals (taking into account, to the extent consistent with any applicable requirements of Section 162(m) of the Code, the status of such performance goals at the date of termination and disregarding any subjective performance goals and any other exercise by the Board or any committee

thereof of negative discretion) multiplied by the number of days of your employment since the fiscal year ending before such date of termination divided by 365.

(4)

MF Global will pay your Severance Pay. Your “ Severance Pay ” means (A) the sum of your Salary and your annual target Bonus for the fiscal year in which the Termination Notice is given multiplied by (B) the severance multiplier provided on your Schedule (your “ Severance Multiplier ”).

(5)

All service-based vesting (and, if applicable, non-performance-based exercise) conditions relating to share options, restricted shares and other equity-based compensation awarded by MF Global to you will be deemed fully satisfied. The settlement of the awards will continue in accordance with the relevant award agreement (except that share options will remain outstanding for at least 36 months after the end of your employment (or, if earlier, until they would have expired but for your termination)) and, if applicable, performance terms will continue in effect and be measured without regard to your termination. Any securities so issued or awarded will remain subject to such restrictions on transfer as are required by applicable securities laws. The benefit provided for by this Section 6(d)(5) is referred to as “ Accelerated Vesting ”.

(6)

Subject to (i) your timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”) following notice to you from MF Global of your COBRA rights and (ii) your compliance with the obligations in Sections 7 and 8, for a period of up to 18 months following your termination of employment (provided you remain eligible for COBRA continuation coverage), MF Global will make available health benefit coverage substantially equivalent to that available before the date of termination and will pay you a monthly amount equal to the difference between the applicable COBRA premium and the amount you would have paid for such coverage if you were an active employee of the MF Global Group unless and until, respecting such payment, you become eligible to receive substantially similar or improved health benefits from a subsequent employer (whether or not you accept such benefits). Payment will be paid in advance on the first payroll day of each month, beginning with the month after your date of termination (except that any payments otherwise due within the first 54 days following the date of termination will instead be paid on the 55th day). You will notify MF Global of your eligibility for health benefits from a subsequent employer within 30 days of such eligibility.

(7)

During the number of years equal to your Severance Multiplier, you will be entitled to life insurance coverage on a basis that is substantially equivalent to that available as an active-employee before the date of termination unless you become eligible to receive substantially similar or improved life insurance benefits from another employer (whether or not you accept such benefits). You will notify MF Global of your eligibility for life insurance benefits from a subsequent employer within 30 days of such eligibility. Following such period of continued coverage, you will be entitled to continue such life insurance coverage at your sole expense in accordance with the terms and conditions of the applicable policy.

(e)

For Cause or Without Good Reason . If MF Global terminates your employment for Cause or you terminate your employment without Good Reason, MF Global will pay your Accrued Compensation and your Other Benefits.

(f)

For Your Disability or Death . If your employment terminates as a result of your Death or Disability, MF Global will pay your Accrued Compensation, Earned Bonus and Accrued Bonus and will provide your Other Benefits and Accelerated Vesting. In addition, MF Global will pay you an amount equal to your annual Salary then in effect (your “ Disability/Death Pay ”).

(g)

On Expiration of this Agreement . If your employment terminates for any reason in connection with the expiration of the Agreement Term, you will receive your Accrued Compensation, your Other Benefits and your Earned Bonus. In addition, you will receive the other termination benefits set forth in your Schedule.

(h)

Condition . Within 10 days after the date of your termination of employment pursuant to Section 6(d), (f) or (g), MF Global will tender to you (or your estate) an agreement releasing from all liability (other than the payments and benefits contemplated by this Agreement) each member of the MF Global Group and any of their respective past or present officers, directors, employees or agents, and imposing no other covenants upon you than are then effective under this Agreement, and setting forth your payments, benefits and other entitlements due under Section 6(d), (f) or (g), as applicable. MF Global will not be required to make the payments and provide the benefits and other entitlements (other than the Accrued Compensation and Other Benefits) due under Section 6(d), (f) or (g), as applicable, unless you (or your estate) execute and deliver such agreement to MF Global within 55 days following such date of termination, which you (or your estate) do not revoke. This agreement will be in the form normally provided by the MF Global Group to similarly situated executives at the time. If MF Global fails to tender such agreement to you (or your estate) within 10 days after the date of your termination of employment, the condition of payment under this Section 6(h) will be deemed satisfied.

(i)

Timing . All Accrued Compensation will be paid promptly after the end of your employment. Subject to Section 6(h), any Earned Bonus or Accrued Bonus due will be paid in accordance with the form and timing provisions contemplated by Section 4(b) and any Severance Pay or Disability/Death Pay will be paid in one cash lump sum on the 55th day following the end of your employment. The benefits provided in this Section 6 will begin at the end of your employment.

(j)

Section 409A .

(1)

It is the parties’ intention that the payments and benefits to which you could become entitled in connection with your employment under this Agreement be exempt from or comply with Section 409A (“ Section 409A ”) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations and other guidance promulgated thereunder. The provisions of this Section 6(j) shall qualify and supersede all other provisions of this Agreement as necessary to fulfill the foregoing intention while to the maximum possible extent preserving the economic terms otherwise intended hereunder. If you or MF Global believes, at any time, that any of such payment or benefit is not so exempt or does not so comply, you or MF Global will promptly advise the other party and will negotiate reasonably and in good faith to amend the terms of such arrangement such that it is exempt or complies (with the most limited possible economic effect on you and on MF Global) or to mitigate any additional tax or interest (or both) that may apply under Section 409A if exemption or compliance is not practicable. MF Global agrees that it will not, without your prior written consent, knowingly take any action, or knowingly refrain from taking any action, other than as required by law, that would result in the imposition of tax or interest (or both) upon you under Section 409A, unless such action or omission is pursuant to your written request.

(2)

To the extent applicable, each and every payment made pursuant to Section 6 of this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii).

(3)

If you are a “specified employee” (determined by MF Global in accordance with Section 409A and Treasury Regulation Section 1.409A-3(i)(2)) as of your separation from service as defined for purposes of Section 409A (a “ Separation from Service ”) with MF Global, and if any payment, benefit or entitlement provided for in this Agreement or otherwise both (i) constitutes a “deferral of compensation” within the meaning of and subject to Section 409A (“ Nonqualified Deferred Compensation ”) and (ii) cannot be paid or provided in a manner otherwise provided herein without subjecting you to additional tax or interest (or both) under Section 409A, then any such payment, benefit or entitlement that is payable during the first six (6) months following the Separation from Service shall be paid or provided to you in a lump sum cash payment to be made on the earlier of (x) your death and (y) the first business day of the seventh (7th) month immediately following your Separation from Service.

(4)

Except to the extent any reimbursement, payment or entitlement under this Agreement does not constitute Nonqualified Deferred Compensation, (i) the amount of expenses eligible for reimbursement or the provision of any in-kind benefit (as defined in Section 409A) to you during any calendar year will not affect the amount of expenses eligible for reimbursement or provided as in-kind benefits to you in any other calendar year (subject to any lifetime and other annual limits provided under MF Global’s health plans), (ii) the reimbursements for expenses for which you are entitled shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, or (iii) the right to payment or reimbursement or in-kind benefits may not be liquidated or exchanged for any other benefit.

(5)

Any payment or benefit paid or provided under Section 6 hereof or otherwise paid or provided due to a Separation from Service that is exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(v) will be paid or provided to you only to the extent the expenses are not incurred or the benefits are not provided beyond the last day of your second taxable year following your taxable year in which the Separation from Service occurs; provided, however that MF Global reimburses such expenses no later than the last day of the third taxable year following your taxable year in which your Separation from Service occurs.

(6)

It is the parties’ intention that the definition of Good Reason and the separation-from-service procedures specified in Section 6(c) hereof satisfy the conditions set forth in Treasury Regulation Section 1.409A-1(n)(2) for a termination for Good Reason to be treated as an “involuntary separation from service” for purposes of Section 409A.

(7)

Any dispute resolution payment (including related reimbursable expenses, fees and other costs) that does not constitute a “legal settlement” in accordance with Treasury Regulation 1.409A-1(b)(11) will be paid by MF Global to you not later than the last day of your taxable year following the year in which the dispute is resolved.

(8)

Any payment, benefit or entitlement provided for in this Agreement that constitutes Nonqualified Deferred Compensation due upon a termination of employment shall be paid or provided to you only upon a Separation from Service.

7.

Proprietary Information.

(a)

Definition . “ Proprietary Information ” means confidential or proprietary information concerning (1) the MF Global Group’s businesses, strategies, operations, financial a