0000932440-07-000589 Sample Contracts

NYFIX, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN MODEL RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware

Restricted Stock Unit Agreement (this “Agreement”), dated as of October 2, 2007, between NYFIX, Inc. (“NYFIX”) and P. Howard Edelstein (the “Participant”).

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NYFIX, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN MODEL RESTRICTED STOCK UNIT AGREEMENT [Time-Based Vesting]
Restricted Stock Unit Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware

Pursuant to the terms of the NYFIX, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”), NYFIX desires to (i) provide an incentive to the Participant, (ii) encourage the Participant to contribute materially to the growth of NYFIX and its subsidiaries (collectively, the “Company”) and (iii) more closely align the Participant’s economic interests with those of NYFIX stockholders by means of a Stock Unit Grant. Whenever capitalized terms are used in this Agreement, they shall have the meanings set forth in this Agreement or, if not defined in this Agreement, as set forth in the Plan. In consideration of the covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, Participant and NYFIX hereby agree as follows:

NYFIX, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware

Restricted Stock Unit Agreement (this “Agreement”), dated as of October 2, 2007 (the “Date of Grant”), between NYFIX, Inc. (“NYFIX”) and Steven Vigliotti (the “Participant”).

NYFIX, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN MODEL NON-QUALIFIED STOCK OPTION AGREEMENT (TIME VESTING)
Non-Qualified Stock Option Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware

Non-Qualified Stock Option Agreement (this “Agreement”), dated as of October 2, 2007, between NYFIX, Inc. (“NYFIX”) and P. Howard Edelstein (the “Participant”).

NYFIX, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware

Restricted Stock Unit Agreement (this “Agreement”), dated as of October 2, 2007 (the “Date of Grant”), between NYFIX, Inc. (“NYFIX”) and Brian Bellardo (the “Participant”).

NYFIX, INC. 2001 STOCK OPTION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware

Non-Qualified Stock Option Agreement (this “Agreement”), dated as of October 2, 2007 (the “Date of Grant”), between NYFIX, Inc. (“NYFIX”) and Steven Vigliotti (the “Participant”).

NYFIX, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware

Non-Qualified Stock Option Agreement (this “Agreement”), dated as of October 2, 2007 (the “Date of Grant”), between NYFIX, Inc. (“NYFIX”) and Steven Vigliotti (the “Participant”).

NYFIX, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN MODEL NON-QUALIFIED STOCK OPTION AGREEMENT (PERFORMANCE VESTING)
Non-Qualified Stock Option Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware

Non-Qualified Stock Option Agreement (this “Agreement”), dated as of October 2, 2007, between NYFIX, Inc. (“NYFIX”) and P. Howard Edelstein (the “Participant”).

NYFIX, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware

Non-Qualified Stock Option Agreement (this “Agreement”), dated as of October 2, 2007 (the “Date of Grant”), between NYFIX, Inc. (“NYFIX”) and Brian Bellardo (the “Participant”).

NYFIX, INC. 2001 STOCK OPTION PLAN MODEL NON-QUALIFIED STOCK OPTION AGREEMENT (FULLY VESTED)
Non-Qualified Stock Option Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware

Non-Qualified Stock Option Agreement (this “Agreement”), dated as of October 2, 2007 (the “Date of Grant”), between NYFIX, Inc. (“NYFIX”) and P. Howard Edelstein (the “Participant”).

NYFIX, INC. 2001 STOCK OPTION PLAN MODEL NON-QUALIFIED STOCK OPTION AGREEMENT (TIME VESTING)
Non-Qualified Stock Option Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware

Non-Qualified Stock Option Agreement (this “Agreement”), dated as of October 2, 2007 (the “Date of Grant”), between NYFIX, Inc. (“NYFIX”) and P. Howard Edelstein (the “Participant”).

NYFIX, INC. 2007 OMNIBUS EQUITY COMPENSATION PLAN MODEL RESTRICTED STOCK UNIT AGREEMENT [Performance Based Vesting]
Restricted Stock Unit Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design • Delaware

Pursuant to the terms of the NYFIX, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”) and subject to the approval of the Plan by the stockholders of NYFIX, NYFIX desires to (i) provide an incentive to the Participant, (ii) encourage the Participant to contribute materially to the growth of NYFIX and its subsidiaries (collectively, the “Company”) and (iii) more closely align the Participant’s economic interests with those of NYFIX stockholders by means of a Stock Unit Grant. Whenever capitalized terms are used in this Agreement, they shall have the meanings set forth in this Agreement or, if not defined in this Agreement, as set forth in the Plan. In consideration of the covenants and agreements set forth in this Agreement, and intending to be legally bound hereby upon the approval of the Plan by the stockholders of NYFIX, the Participant and NYFIX hereby agree as follows:

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 9th, 2007 • Nyfix Inc • Services-computer integrated systems design

This First Amendment to the Employment Agreement between Howard Edelstein (“Employee”) and NYFIX, Inc. (the “Company”) is made and entered into as of October 2, 2007.

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