8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 2, 2007

NYFIX, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-21324	06-1344888
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

100 Wall Street, 26th Floor, New York, New York 10005

(Address of principal executive offices)

Registrant’s telephone number, including area code: 646-525-3000

______________________________________________________
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 5.02.	Departure of Directors or Principal Officers; Election of Directors;
	Appointment of Certain Officers; Compensatory Arrangements of Certain
	Officers.

        (e) On October 2, 2007, the Board of Directors (the “Board”) of NYFIX, Inc. (the
“Company”) adopted the 2007 Annual Incentive Plan (the “2007 AIP”), an annual cash bonus
program designed to motivate and reward eligible employees for corporate, team and individual
performance. The 2007 AIP covers the 12-month period from January 1, 2007 through
December 31, 2007. Eligible employees will have individual bonus targets, with such targets for
certain employees adjusted based upon the Company’s overall financial performance against
revenue and operating EBITDA targets for the year. Achievement of key company,
functional/divisional and individual performance objectives will determine the individual bonus
payouts. The Compensation Committee approved performance targets and target bonuses for
employees in the 2007 AIP. Howard Edelstein, the Company’s President and Chief Executive
Officer, Steven Vigliotti, the Company’s Chief Financial Officer and Brian Bellardo, the
Company’s General Counsel (who is a “named executive officer” within the meaning of the SEC
rules but ceased serving as an executive officer of the Company as of May 15, 2007), are
participating in the 2007 AIP. The target bonuses for Mr. Edelstein, Mr. Vigliotti and Mr.
Bellardo under the 2007 AIP are $495,000 (of which $433,125 is guaranteed for 2007 in
accordance with the terms of Mr. Edelstein’s Employment Agreement with the Company),
$200,000 and $86,822, respectively. Mr. Edelstein does not have a minimum bonus guarantee
beyond 2007 and his future bonuses will be determined based upon performance. The 2007 AIP
is filed as Exhibit 10.1 and the foregoing summary is qualified by reference to the 2007 AIP.

        At the same meeting, the Board adopted the NYFIX, Inc. 2007 Omnibus Equity
Compensation Plan (the “2007 Plan”), which provides for stock-based awards to employees
(including foreign employees), certain consultants, and non-employee directors. The 2007 Plan
permits awards covering a total of 9,450,000 shares (plus unused shares under prior plans) and
restricts subsequent awards under the NYFIX, Inc. 2001 Stock Option Plan (the “2001 Plan”),
and the Javelin Technologies, Inc. 1999 Stock Option/Stock Issuance Plan, effective upon
stockholder approval of the 2007 Plan. The 2007 Plan limits the number of shares that may be
issued under incentive stock options to 5,000,000 shares and limits the number of shares that
may be issued to any one individual during a consecutive 12-month period to awards in respect
of 5,000,000 shares. The 2007 Plan is filed as Exhibit 10.2 and the foregoing summary is
qualified by reference to the 2007 Plan.

        On October 2, 2007, the Compensation Committee approved the grant to employees of
the Company, other than executive officers, of options and time-based restricted stock units
under the 2007 Plan covering a total of 3,114,150 shares.

        On October 2, 2007, a special committee comprised of four independent members of the
Board who also qualified as “non-employee directors” for purposes of Rule 16b-3 under the
Securities Exchange Act of 1934 and “outside directors” for purposes of Section 162(m) of the
Internal Revenue Code approved:

• the grant to executive officers of the Company of time-based stock options, performance- based
  stock options, time-based restricted stock units and performance-based restricted stock units
  under the 2007 Plan covering a total of 4,002,223 shares, and

2

• the grant to executive officers of the Company of time-based stock options and fully- vested stock options under the 2001 Plan covering a total of 2,258,057 shares.

        In sum, awards granted under the 2001 Plan and the 2007 Plan covered a total of 9,374,430
shares including 5,888,255 time-based stock options, 752,570 fully-vested stock options, 1,428,855
performance-based stock options, 954,750 time-based restricted stock units and 350,000
performance-based restricted stock units. The exercise price of the stock options granted is $4.60
per share, which is the last reported sale price of the Company’s common stock on October 2,
2007, the date of grant. Awards granted to executive officers under the 2007 Plan are contingent
on stockholder approval of the 2007 Plan; since stockholder approval of the 2001 Plan has
already been obtained, awards made to executive officers thereunder do not have a similar
contingency. Awards to persons other than executive officers of the Company under the 2007
Plan are not subject to stockholder approval of the 2007 Plan and will be effective even if
stockholder approval of the Plan is not obtained. It is generally intended that awards
granted to executive officers, other than the restricted stock units granted to Mr. Edelstein
(described below), and the restricted stock units that vest upon the attainment of performance
measures relating to the 2007 calendar year, will be qualified performance-based compensation
within the meaning of Section 162(m) of the Internal Revenue Code. The equity awards
described above included awards to Mr. Edelstein, Mr. Vigliotti and Mr. Bellardo, each of
which is summarized below.

        Mr. Edelstein was granted equity awards in respect of an aggregate of 3,810,280 shares.  These
awards were made in the form of both stock options (under both the 2001 Plan and the 2007 Plan)
and restricted stock units.

• Mr. Edelstein was granted time-based options to purchase 753,786 shares of common stock under the 2007 Plan, contingent upon stockholder approval of the 2007 Plan. The stock options vest monthly over 36 months starting on October 4, 2007, if Mr. Edelstein is still employed on the respective vesting dates, subject to certain acceleration of vesting provisions. The terms and conditions of the options are set forth in the Edelstein 2007 Plan Non-Qualified Stock Option Agreement filed as Exhibit 10.3.
  
  
• Mr. Edelstein was granted performance-based options to purchase 1,428,855 shares of common stock under the 2007 Plan, contingent upon stockholder approval of the 2007 Plan. The performance-based stock options granted to Mr. Edelstein under the 2007 Plan are earned over a period of four years subject to the attainment of annual performance goals for 2007, 2008, 2009 and 2010. If initial performance goals for 2007, 2008 and 2009 are not met, then stock options relating to those performance periods that are unearned as of March 10, 2011 may be earned on March 10, 2011 if performance targets (which performance targets may be different than those used for the 2010 tranche of performance-based options) established for 2010 are met. The earned stock options vest, generally, on the earlier of one year after the date they are earned or March 10, 2011 if Mr. Edelstein is still employed with the Company on September 4^th of the previous year.  The earned stock options will vest earlier upon a change in control of the Company, the death or disability of Mr. Edelstein, or the termination of Mr. Edelstein’s employment by the Company without cause or by Mr. Edelstein for good reason. The terms and conditions of the performance-based stock options are set forth in the Edelstein 2007 Plan

3

Non-Qualified Stock Option Agreement (performance-based vesting) filed as Exhibit10.4.


• Mr. Edelstein was granted 200,000 time-based restricted stock units under the 2007 Plan, contingent upon stockholder approval of the 2007 Plan. Each restricted stock unit represents the right to receive a single share of the Company’s common stock on the date of settlement. The time-based restricted stock units granted to Mr. Edelstein under the 2007 Plan vest and are settled on the later of December 15, 2007 or the date of stockholder approval of the 2007 Plan. The terms and conditions of the time-based restricted stock units are set forth in the Edelstein 2007 Plan Restricted Stock Unit Agreement filed as Exhibit 10.5.
  
  
• Mr. Edelstein was granted time-based options to purchase 675,069 shares of common stock under the 2001 Plan. The stock options vest monthly over 36 months starting on October 4, 2007, if Mr. Edelstein is still employed on the respective vesting dates, subject to certain acceleration of vesting provisions. The terms and conditions of the options are set forth in the Edelstein 2001 Plan Non-Qualified Stock Option Agreement (time-based vesting) filed as Exhibit 10.6.
  
  
• Mr. Edelstein was granted options to purchase 752,570 shares of common stock under the 2001 Plan. The stock options are fully vested on October 2, 2007. The terms and conditions of the options are set forth in the Edelstein 2001 Plan Non-Qualified Stock Option Agreement filed as Exhibit 10.7.
  

        The Form 4 filed by Mr. Edelstein on October 4, 2007 reported only the two option grants under
the 2001 Plan.  The other three equity awards are not reportable on Form 4 at this time as a result of the
stockholder approval and/or performance contingencies included in the awards.

        In addition, pursuant to the terms of the First Amendment to Mr. Edelstein’s September 4, 2006
Employment Agreement, filed as Exhibit 10.8, the Company has agreed to purchase a $7.5 million
term life insurance policy for the benefit of Mr. Edelstein.

        Mr. Vigliotti was granted equity awards in respect of an aggregate of 350,000 shares.  These
awards were made in the form of both stock options (under both the 2001 Plan and the 2007
Plan) and restricted stock units.

• Mr. Vigliotti was granted time-based options to purchase 181,369 shares of common stock under the 2007 Plan, contingent upon stockholder approval of the 2007 Plan.  Twenty-five percent (25%) of the options vest on March 10, 2008 with the remainder vesting monthly over the following 36 months, if Mr. Vigliotti is still employed on the respective vesting dates, subject to certain acceleration of vesting provisions. The terms and conditions of the options that apply to grants made to Mr. Vigliotti, are set forth in the Vigliotti 2007 Plan Non-Qua lified Stock Option Agreement (time-based vesting) filed as Exhibit 10.9.
  
  
• Mr. Vigliotti was granted 50,000 performance-based restricted stock units under the 2007 Plan, contingent upon stockholder approval of the 2007 Plan. Each restricted stock unit

4

represents the right to receive a single share of the Company’s common stock, or the fair market value thereof on the date of settlement. The performance-based restricted stock units granted to Mr. Vigliotti under the 2007 Plan are earned over a period of four years subject to the attainment of annual performance goals for 2007, 2008, 2009 and 2010. If initial performance goals for 2007, 2008 and 2009 are not met, then restricted stock units relating to those performance periods that are unearned as of March 10, 2011 may be earned on March 10, 2011 if performance targets (which performance targets may be different than those used for the 2010 tranche of performance-based restricted stock units) established for 2010 are met. The earned units vest, generally, on the earlier of one year after the date they are earned or March 10, 2011 if Mr. Vigliotti is still employed with the Company, but the earned units will vest earlier upon a change in control of the Company, the death or disability of Mr. Vigliotti, or the termination of Mr. Vigliotti’s employment by the Company without cause or by Mr. Vigliotti for good reason. The vested units will be paid, generally, when vested, but no earlier than the earliest of one year after the vesting date, March 10, 2011, on the March 10 following Mr. Vigliotti’s death or upon a change in control. The terms and conditions of the performance-based restricted stock units are set forth in the Vigliotti 2007 Plan Restricted Stock Unit Agreement (performance-based vesting) filed as Exhibit 10.10.


• In addition Mr. Vigliotti was granted time-based options to purchase 118,631 shares of common stock under the 2001 Plan. Twenty-five percent (25%) of the options granted vest on March 10, 2008 with the remainder vesting monthly over the following 36 months, if Mr. Vigliotti is employed on the respective vesting dates, subject to certain acceleration of vesting provisions. The terms and conditions of the options granted to Mr. Vigliotti are set forth in the Vigliotti 2001 Non-Qualified Stock Option Plan Agreement filed as Exhibit 10.11.

        The Form 4 filed by Mr. Vigliotti on October 4, 2007 reported only the option grant under the 2001
Plan. The other two equity awards are not reportable on Form 4 at this time as a result of the stockholder
approval and/or performance contingencies included in the awards.

        Mr. Bellardo was granted equity awards in respect of an aggregate of 37,500 shares under the 2007
Plan, without a contingency for stockholder approval. Mr. Bellardo was granted options to purchase
30,000 shares of common stock. Mr. Bellardo was also granted 7,500 restricted stock units. The
restricted stock units vest over time, with twenty-five percent (25%) vesting on each March 10
following the date of grant, commencing March 10, 2008, if Mr. Bellardo is employed on the
vesting date. The options vest over time, with twenty-five percent (25%) vesting on March 10,
2008 and the remaining options vesting monthly over 36 months thereafter, if Mr. Bellardo is
employed on the respective vesting dates, subject to certain acceleration of vesting provisions. The
terms and conditions of the options and restricted stock units granted to Mr. Bellardo are set forth
in the Bellardo Non-Qualified Stock-Option Agreement filed as Exhibit 10.12 and the Bellardo
Restricted Stock Unit Agreement filed as Exhibit 10.13.

        The foregoing summaries of the agreements with Mr. Edelstein, Mr. Vigliotti and Mr. Bellardo are
qualified by reference to the copies of such agreements filed as exhibits herewith.

        Also filed as exhibits to this Form 8-K are the following standard forms of agreements

5

approved by the Board for use in awards made under the 2007 Plan: Model Non-Qualified Stock
Option Agreement (Exhibit 10.14); Model Restricted Stock Unit Agreement (performance-based
vesting) (Exhibit 10.15); and Model Restricted Stock Unit Agreement (time-based vesting)
(Exhibit 10.16).

Item 9.01.			Financial Statements and Exhibits.
(c)		Exhibits
Exhibit No.                Description of Exhibit
*	10.1			2007 Annual Incentive Plan.
		10.2		2007 Omnibus Equity Compensation Plan. Incorporated
				herein by reference from Exhibit 4.1 to the Registrant’s
				Registration Statement on Form S-8 filed October 2, 2007
				(File Number 333-146446).
*	10.3			2007 Plan Non-Qualified Stock Option Agreement (Time-
				based Vesting) between the Company and Mr. Edelstein.
*	10.4			2007 Plan Non-Qualified Stock Option Agreement
				(Performance-based Vesting) between the Company and
				Mr. Edelstein.
*	10.5			2007 Plan Restricted Stock Unit Agreement (Time-based
				Vesting) between the Company and Mr. Edelstein.
*	10.6			2001 Plan Non-Qualified Stock Option Agreement (Time-
				based Vesting) between the Company and Mr. Edelstein.
*	10.7			2001 Plan Non-Qualified Stock Option Agreement (Fully
				Vested) between the Company and Mr. Edelstein.
*	10.8			Amendment to the Employment Agreement between the
				Company and Mr. Edelstein.
*	10.9			2007 Plan Non-Qualified Stock Option Agreement (Time-
				based Vesting) between the Company and Mr. Vigliotti.
*	10.10			2007 Plan Restricted Stock Unit Agreement
				(Performance-based Vesting) between the Company and
				Mr. Vigliotti.
*	10.11			2001 Plan Non-Qualified Stock Option Agreement (Time-
				based Vesting) between the Company and Mr. Vigliotti.
*	10.12			2007 Plan Non-Qualified Stock Option Agreement (Time-
				based Vesting) between the Company and Mr. Bellardo.
*	10.13			2007 Plan Restricted Stock Unit Agreement (Time-based
				Vesting) between the Company and Mr. Bellardo.
		10.14		Form of Non-Qualified Stock Option Agreement.
				Incorporated herein by reference from Exhibit 4.3 to the
				6

		Registrant’s Registration Statement on Form S-8 filed
		October 2, 2007 (File Number 333-146446).
*	10.15	Form of Restricted Stock Unit Agreement (Performance-
		based Vesting).
*	10.16	Form of Restricted Stock Unit Agreement (Time-based
		Vesting).
* Filed herewith

7

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 8, 2007

NYFIX, INC.

By:  /s/Scott A. Bloom                      

Name: Scott A. Bloom

Title: Executive Vice President
Corporate Development and
Chief Administrative Officer

8

EXHIBIT INDEX
Exhibit No.	Description of Exhibit
10.1	2007 Annual Incentive Plan.
10.3	2007 Plan Non-Qualified Stock Option Agreement (Time-based Vesting)
	between the Company and Mr. Edelstein.
10.4	2007 Plan Non-Qualified Stock Option Agreement (Performance-based Vesting)     between the Company and Mr. Edelstein.
10.5	2007 Plan Restricted Stock Unit Agreement (Time-based Vesting)
	between the Company and Mr. Edelstein.
10.6	2001 Plan Non-Qualified Stock Option Agreement (Time-based Vesting)
	between the Company and Mr. Edelstein.
10.7	2001 Plan Non-Qualified Stock Option Agreement (Fully Vested)
	between the Company and Mr. Edelstein.
10.8	Amendment to the Employment Agreement between the Company and
	Mr. Edelstein.
10.9	2007 Plan Non-Qualified Stock Option Agreement (Time-based Vesting)
	between the Company and Mr. Vigliotti.
10.10	2007 Plan Restricted Stock Unit Agreement (Performance-based Vesting)     between the Company and Mr. Vigliotti.
10.11	2001 Plan Non-Qualified Stock Option Agreement (Time-based Vesting)
	between the Company and Mr. Vigliotti.
10.12	2007 Plan Non-Qualified Stock Option Agreement (Time-based Vesting)
	between the Company and Mr. Bellardo.
10.13	2007 Plan Restricted Stock Unit Agreement (Time-based Vesting)
	between the Company and Mr. Bellardo.
10.15	Form of Restricted Stock Unit Agreement (Performance-based Vesting).
10.16	Form of Restricted Stock Unit Agreement (Time-based Vesting).

9

EX-10

Exhibit 10.1

NYFIX 2007 Annual Incentive Plan

      1. General:

The NYFIX 2007 Annual Incentive Plan (“AIP”) is a cash bonus program for the 12
month period from January 1, 2007 through December 31, 2007 that is intended to
motivate eligible employees to achieve the Company’s and their respective
Division/Functional Group’s 2007 Plan, Critical Success Factors, Goals and Objectives.
Amounts to be paid under the 2007 AIP are determined based upon three specific
categories – (i) Corporate, (ii) Divisional/Functional Group and (iii) Individual. The
2007 AIP provides employees the opportunity to receive financial rewards as a means of
tangibly sharing in NYFIX’s success. All Corporate, Divisional/Functional Group and
Individual Goals and Objectives are designed to align with NYFIX’s strategic and tactical
goals and objectives (which are tied to our Critical Success Factors) for the period from
January 1, 2007 through December 31, 2007.

The 2007 AIP has two stages

a)	Stage 1 determines the size of each individual employee’s bonus
	target based upon how successful NYFIX is in achieving its overall
	financial target for the year (the “Stage 1 Objective”). Each employee
	will have an initial individual bonus target. For Management
	Employees , this initial individual bonus target will then be adjusted
	based on the percentage of the Stage 1 Objective achieved per the
	charts included in Appendix I. For Senior Executives, bonus targets
	will be determined by multiplying the initial individual bonus targets by
	50-150% in accordance with Appendix 1. For all other Management
	Employees, bonus targets will be determined by multiplying the initial
	individual bonus targets by 75-125% in accordance with Appendix 1.
	For all other Employees, the initial individual bonus targets will not be
	adjusted in Stage 1.
b)	Stage 2 calculates individual bonus payouts based upon measures of
	key performance objectives (the “Stage 2 Objectives”). The Stage 2
	Objectives categories are (i) Corporate, (ii) Divisional/Functional Group
	and (iii) Individual measures. The portion of the 2007 AIP payout
	attributable to each of the three Stage 2 Objectives categories will vary
	depending on the roles and responsibilities of each individual within the
	Company. The following schedule details these allocable portions:

			Division/Functional
	Corporate		Group		Individual
CEO	90	%			10	%
Functional Group Heads	60	%	30	%	10	%
Functional Group Managers	40	%	40	%	20	%
Business Division Heads	50	%	40	%	10	%
Business Division Managers	40	%	40	%	20	%
Other Participants	20	%	40	%	40	%

2.      Stage 2 Objectives

         a. Corporate Objectives:

The specific performance measures that we will use for the Corporate Objectives are detailed below under each of the Critical Success Factors (“CSFs”) they help achieve.

Profitably Grow the Business and Achieve the Financial Plan (30%)
· Achieve Annual Revenue Plan
· Achieve Q4 Exit Revenue Rate
· Achieve Operating EBITDA Target
· OMS Customer/Revenue Retention
· Launch three new products in 2007

Invest for the Future and Grow New Markets (20%)
· Grow International Revenues
· Launch EuroMillennium (Milestones)
· Achieve Transactions buy-side revenue

Align with Clients and Aggressively Market the Company (15%)
· Execute Customer Satisfaction Survey
· Implement Market Segment Strategy
· Arm the Sales force with support tools

Achieve Operational Excellence (20%)
· Reduce Severity 1 Incidents
· Reduce Severity 2 Incidents
· Complete all SEC Filings and be current
· Reduce material weaknesses (2006 SEC 10K)
· Implement O2B program & reduce LTC
· Implement & use Product Management process

Foster a Culture of Success (15%)
· Enhance Employees Communications (Webcasts)

2

· Execute Employee Survey by End Q3

· Reward performance thru variable comp

Achievement of the goals within these five CSFs shall be separable, so that even if one or more is not achieved, the 2007 AIP will be paid on those portions that are achieved. Corporate rating will be in the range of 80-120% of Target. Following year-end, the CFO will make recommendations to the CEO regarding achievement of the above goals, and the CEO’s reasonable determination shall be final. For 2007, the late roll-out of the corporate objectives will be taken into account to ensure fair application of this Plan.

         b. Divisional/Functional Group Objectives

Divisional/Departmental goals and objectives and related timetables will be developed by each Divisional/Departmental head in conjunction with the CFO and HR and, when approved by the Company’s CEO, will be communicated to employees.

Divisional/Functional Group ratings will be in the range of 80-120% of target. Determination of the level of achievement of Stage 2 Divisional/Functional Group and the Stage 2 Individual Objectives categories will be determined by each applicable Division/Functional Group Head subject to final approval by the NYFIX CEO or CFO. For 2007, the late roll-out of the divisional/functional objectives will be taken into account to ensure fair application of this Plan.

          c. Individual Objectives

Each eligible employee will be assigned an individual rating based on a performance review. The performance review will consider the employee’s contribution to the achievement of Company and Divisional/Functional Goals and Objectives as well as other individual achievements determined by the employee’s supervisor. Individual ratings are capped at 120% of target.

5 Eligibility

The 2007 AIP is applicable to all non-sales employees. Employees who receive Individual ratings below 50% are not eligible for payout and those that receive Individual ratings between 50 and 75% are eligible for a payout of a maximum of 50% of target. New hires that join the Company during the calendar year will have their eligibility to participate in the 2007 AIP pro-rated to the 1^st day of the month following the date of hire, unless they join on the first working day of the month, in which case they will be eligible to join the 2007 AIP from that date. (Example: If an individual joins NYFIX on March 18, his or her bonus eligibility would begin from April 1. If an individual joins NYFIX on March 1, his or her bonus eligibility would begin from March 1.) Participants must continue to be

3

employed by NYFIX until the bonus is paid to receive the payment; except that employees who leave the Company as a result of disability, or who die during the bonus period, will be eligible to receive a bonus prorated through the effective date of termination. Employees terminated “for cause” (including for failure to achieve targets set out in a performance improvement plan) will receive no bonus payment.

6. Payment

Individual bonuses will be calculated by multiplying the Stage 1 Bonus Targets by the sum of the Corporate, Divisional/Functional Group and Individual ratings. Bonuses are expected to be paid in the first quarter of 2008.

The Compensation Committee will approve all payments to the CEO, the Section 16 reporting officers and any other employees (other than administrative) that report directly to the CEO. The Compensation Committee shall have discretion to make additional payments to the any employee (including the CEO, Section 16 reporting officers and other direct reports) to reward strong performance and the completion of successful strategic initiatives.

Continued Employment: Nothing contained in this bonus scheme shall guarantee any employee employment for any duration.

Reservation of Rights: All determinations made regarding the NYFIX 2007 AIP and the Company’s rights and obligations hereunder shall be made by the Company, and all such determinations shall be final and binding. The Company may, in its sole discretion, modify the terms of this Plan, including the Corporate, Divisional/Functional and/or Individual objectives, at any time.

4

EX-10

Exhibit 10.3

NYFIX, INC.
2007 OMNIBUS EQUITY COMPENSATION PLAN
MODEL
NON-QUALIFIED STOCK OPTION AGREEMENT
(TIME VESTING)

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

BACKGROUND

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 Nonqualified Stock Option 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.

The Plan allows the Company to provide rewards and incentives to certain
employees of the Company by, among other things, granting them opportunities to purchase
shares of Stock. The Board or the Committee has determined that it would be in the best interest
of the Company and its stockholders to grant the Options to the Participant under 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:

ARTICLE 1

GRANT OF OPTIONS

1.1       Grant of Options. The Participant is hereby granted Nonqualified Stock
Options representing the right to purchase 753,786 shares of Stock subject to the restrictions and
conditions set forth in this Agreement and subject to the approval of the Plan by the stockholders
of NYFIX. References in this Agreement to “Option” and “Options” mean the options granted
hereby, individually and in the aggregate.

1.2       Option Price. The Option Price of the Options is $4.60 per share, which is
the same as the Fair Market Value of a share of Stock on the Date of Grant. 

1.3       Grant Information. The Options have been granted under the Plan. The
Board or the Committee authorized the grant of the Options on October 2, 2007.

ARTICLE 2

EXERCISABILITY OF OPTIONS

                        All of the Options are unvested on the Date of Grant. Options shall vest upon, but
only upon, the earliest to occur of the events described in Section 2.1, 2.2 or 2.3 and shall
become exercisable as described in Section 2.4, in each case subject to the limitations set forth in
Section 2.5. All unvested Options shall be forfeitable as set forth in Section 2.5 and shall be
non-transferable as set forth in Section 5.2. All shares of Stock issued upon exercise of Options
shall be transferable, although:

                                          (a)transferability may be subject to pre-clearance, blackout,
registration and other requirements and restrictions under the Company’s insider trading and
other compliance policies and procedures; and

                                          (b)transfers by executive officers should be reviewed in advance to
determine if there would be any potential liability for short-swing profits under Section 16(b) of
the Securities Exchange Act of 1934.

2.1Time Vesting. If not sooner vested and unless previously forfeited
pursuant to Section 2.5, all of the Options shall vest based on the passage of time as follows:
2.7778% of the Options shall vest on October 4, 2007 and on the fourth day of each month
thereafter through and including September 4, 2010.

If a partial Option would vest on any date, the total number of Options vesting on
such date shall be rounded up to the nearest whole Option.

2.2 Accelerated and Continued Vesting. If not sooner vested and exercisable,
and unless previously cancelled pursuant to Section 2.5 or 4.2,

(i) all of the Options shall vest and become immediately exercisable
upon a termination of the Participant’s employment (a) by the Company without Cause (as
defined in Section 5.1) or (b) by the Participant for Good Reason (as defined in Section 5.1), in
either case within one year following a Change in Control; 

(ii)  following a termination of the Participant’s employment (a) by the
Company without Cause or (b) by the Participant for Good Reason, in either case prior to or
more than one year following a Change in Control, the Participant’s Options that would have
vested through the month that includes the last day of the period for which the Participant
receives severance, if any, following such termination (the “Severance Period”), shall
immediately vest; and

(iii)  in the event of a termination of the Participant’s employment by
reason of death, the Participant’s Options that would have vested during the nine-month period
following such termination may become immediately vested upon such termination in
accordance with the terms of Section 5 of the Employment Agreement between the Company
and the Participant dated September 4, 2006, as amended from time to time (the “Employment
Agreement”).

2

2.3Discretionary Vesting and Exercisability. The Committee or the Board
may accelerate the vesting of any or all of the Options at any time and for any reason.

2.4Exercise; Restriction on Exercise. No unvested Options shall be
exercisable. All vested Options shall become exercisable at the time they first vest and shall
cease to be exercisable at the time they expire and are forfeited as provided in Section 2.5 or
Article 4.

2.5Effect of Termination of Employment on Vesting; Expiration of Unvested
Options. All unvested Options expire upon the earliest to occur of: 

(i)the time of notification of the termination of the Participant’s
employment by the Company for Cause;

(ii) termination of the Participant’s employment for any reason other
than Cause or, if later, the expiration of the Severance Period, if applicable; and

(iii) expiration as provided in Section 4.1.

2.6 Change in Control. Except as otherwise provided in this Agreement, the
effect of a Change in Control on the Participant’s Options is subject to Section 17 of the Plan.

ARTICLE 3

EXERCISE OF OPTIONS

3.1  Person Who Can Exercise. Exercisable Options may only be exercised by
the Participant, except that, in the event of the Disability of the Participant, those Options may be
exercised by the Participant’s legal guardian or legal representative and, in the event of death,
those Options may be exercised by the executor or administrator of the Participant’s estate or the
Person or Persons to whom the Participant’s rights under those Options pass by will or the laws
of descent and distribution.

3.2  Procedure for Exercise. Exercisable Options may be exercised in whole or
in part with respect to any portion thereof that is exercisable. To exercise an exercisable Option,
the Participant (or such other Person who shall be permitted to exercise that Option as set forth in
Section 3.1) must complete, sign and deliver to the Company an exercise notice in a form to be
provided by the Company together with payment in full of the Option Price multiplied by the
number of shares of Stock with respect to which that Option is exercised, in accordance with the
option exercise procedures of the Company as in effect from time to time. The right to exercise
any Option shall be subject to the satisfaction of all conditions set forth in such form of exercise
notice. Payment of the Option Price shall be made in cash (including check, bank draft or
money order). The Participant’s right to exercise the Option shall be subject to the satisfaction
of all conditions set forth in such exercise notice.

3.3  Withholding of Taxes.

3

(i) The Company shall withhold or deduct from any or all payments
or amounts due to or held for the Participant (or such other Person who may be permitted to
exercise Options as set forth in Section 3.1), whether due from the Company or held in the
account of the Participant (or such other Person) at any broker facilitating the exercise of
Options, or secure payment from the Participant of, an amount (the “Withholding Amount”)
equal to all taxes (including unemployment (including FUTA), social security and medical
(including FICA), and other governmental charges of any kind as well as income and other
taxes) required under any applicable law to be withheld or deducted with respect to any and all
taxable income and other amounts attributable to the Options.

(ii)       The Withholding Amount shall be determined by the Company. 
 
(iii)      Immediately upon request by the Company, the Participant agrees
to pay all, or a portion if so requested by the Company, of the Withholding Amount to the
Company in cash. 

(iv)      The timing of withholding or deduction from such payments or
amounts shall be determined by the Company.

ARTICLE 4

EXPIRATION OF OPTIONS

4.1     Expiration. Vested and unvested Options shall expire at 5:00 p.m.,
Eastern Daylight Time on October 2, 2017.

                       4.2      Earlier Expiration. Notwithstanding Section 4.1, unless otherwise
determined by the Committee, Options shall be forfeited and shall expire on the earliest to occur
of the following:

(i)      all unvested Options shall expire as provided in Section 2.5; 
 
(ii)      upon the Participant’s termination of employment by the Company
for Cause, all vested Options shall expire immediately at the time notice of such termination is
given (unless otherwise determined by the Company in its sole discretion);

(iii)      upon the Participant’s termination of employment by the Company
without Cause or the Participant’s resignation from employment with the Company other than in
connection with death or Disability, all vested Options shall expire upon the earlier of (a) the
ninetieth day following the date of such termination or (b) the expiration of the Options under
Section 4.1; and

(iv)      upon the Participant’s termination of employment due to the
Participant’s death or Disability, all vested Options shall expire upon the earlier of (a) the 12-
month anniversary of the date of such termination or (b) the expiration of the Options under
Section 4.1.

4

                        4.3      Cancellation. Vested and unvested Options which expire unexercised shall
be treated as cancelled.

                        4.4      Effective Date. For purposes hereof, except as otherwise set forth in
Sections 2.5 and 4.2, the date of resignation or termination of employment means the last date of
actual employment, even if a different date is used for administrative convenience in connection
with employee retirement, benefit or welfare plans.

ARTICLE 5

MISCELLANEOUS

                        5.1      Definitions. The terms “Cause”, “Change in Control”, “Disability” and
“Good Reason” shall each have the meaning ascribed to such term in the Employment
Agreement.

                        5.2      Options Not Transferable. Options may not be transferred (other than by
will or laws of descent and distribution). Any attempt to effect a transfer of Options that is not
permitted by the Plan or this Agreement shall be null and void.

                        5.3      Code Section 409A. The parties recognize that certain provisions of this
Agreement may be affected by Code Section 409A and agree to negotiate in good faith to amend
this Agreement with respect to any changes necessary or advisable to comply with Code Section
409A.

                        5.4      Code Section 162(m). The Options were granted in a manner intended to
meet the requirements of “qualified performance based compensation” under Code Section
162(m), including the requirement that the stockholders of NYFIX approve of the Grant before it
can be effective.

                        5.5      Notices. All notices, requests and demands to or upon the parties hereto to
be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand, or three days
after being deposited in the mail, postage prepaid, or, in the case of telecopy or email notice,
when received, addressed as follows to the Company and the Participant, or to such other address
as may be hereafter notified by the parties hereto:

                                    (i)      If to the Company, to it at the following address: 
 
                                             NYFIX, Inc. 
                                             100 Wall Street - 26th Floor
                                             New York, NY 10005
                                             Attn: General Counsel 
 
                                   (ii)      If to the Participant, to his or her most recent primary residential
address or business telecopy or email address as shown on the records of the Company.

5

5.6       No Right To Continued Employment. The Participant acknowledges and
agrees that, notwithstanding the fact that the vesting of the Options is contingent upon his or her
continued employment by the Company, this Agreement does not constitute an express or
implied promise of continued employment or confer upon the Participant any rights with respect
to continued employment by the Company.

5.7      Amendments and Conflicting Agreements. 
 
          (a)       This Agreement may be amended by a written instrument executed 
 by the parties which specifically states that it is amending this Agreement or by a written
instrument executed by the Company which so states if such amendment is not adverse to the
Participant or relates to administrative matters.

          (b)       To the extent the provisions of this Agreement relating to vesting,
exercisability or termination of the Options are inconsistent with the terms of the Employment
Agreement, the terms of this Agreement shall control and the Employment Agreement is hereby
deemed amended to the extent of such inconsistency to conform to the terms of this Agreement.

5.8       Governing Law and Interpretation. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed therein without regard to the conflicts of law principles
thereof. Whenever the word “including” is used herein, it shall be deemed to be followed by the
phrase “without limitation.” Unless otherwise specified herein, all determinations, consents,
elections and other decisions by the Committee may be made, withheld or delayed in its sole and
absolute discretion.

5.9       Titles. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.

5.10       Counterparts. This Agreement may be executed in counterparts, which
together shall constitute one and the same instrument and which will be deemed effective
whether received in original form or by telecopy or other electronic means. Facsimile signatures
shall be as effective as original signatures.

5.11       Construction. The construction of this Agreement is vested in the
Committee, and the Committee’s construction shall be final and conclusive on all Persons.

5.12       Effective Date of Agreement. This Agreement is effective as of the date
the stockholders of NYFIX approve the Plan and shall terminate if such approval is not obtained
within 12 months of the Date of Grant.

* * *

6

                     IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer.

              NYFIX, INC.

              By:  /s Scott A. Bloom        
              Name:  Scott A. Bloom       

PARTICIPANT’S ACCEPTANCE

The Participant acknowledges that he or she has read this Agreement, has
received and read the Plan, and understands the terms and conditions of this Agreement and the
Plan and hereby accepts the foregoing RSUs and agrees to be bound by the terms and conditions
of this Agreement and the Plan.

               PARTICIPANT

                  /s/ P. Howard Edelstein       
               Signed

7

EX-10

Exhibit 10.4

NYFIX, INC.
2007 OMNIBUS EQUITY COMPENSATION PLAN
MODEL
NON-QUALIFIED STOCK OPTION AGREEMENT
(PERFORMANCE VESTING)

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

BACKGROUND

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 Nonqualified Stock Option 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.

The Plan allows the Company to provide rewards and incentives to certain
employees of the Company by, among other things, granting them opportunities to purchase
shares of Stock. The Board or the Committee has determined that it would be in the best interest
of the Company and its stockholders to grant the Options to the Participant under 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:

ARTICLE 1

GRANT OF OPTIONS

1.1     Grant of Options. The Participant is hereby granted Nonqualified Stock
Options representing the right to purchase 1,428,855 shares of Stock subject to the restrictions
and conditions set forth in this Agreement and subject to the approval of the Plan by the
stockholders of NYFIX. References in this Agreement to “Option” and “Options” mean the
options granted hereby, individually and in the aggregate.

1.2     Option Price. The Option Price of the Options is $4.60 per share, which is
the same as the Fair Market Value of a share of Stock on the Date of Grant. 

1.3     Grant Information. The Options have been granted under the Plan. The
Board or the Committee authorized the grant of the Options on October 2, 2007.

ARTICLE 2

EARNING AND VESTING OF OPTIONS

All of the Options are unearned and unvested on the Date of Grant. Options shall be earned and vest upon, but only upon, the earliest to occur of the events described in Section 2.1 or 2.2, in each case subject to the limitations set forth in Section 2.3, and shall become exercisable as described in Section 2.4. All unearned and unvested Options shall be forfeitable as set forth in Section 2.3 and shall be non-transferable as set forth in Section 5.2. All shares of Stock issued upon exercise of Options shall be transferable, although:

          (a)     transferability may be subject to pre-clearance, blackout, registration and other requirements and restrictions under the Company’s insider trading and other compliance policies and procedures; and

(b)     transfers by executive officers should be reviewed in advance to determine if there would be any potential liability for short-swing profits under Section 16(b) of the Securities Exchange Act of 1934.

                    2.1     (i)      Performance Targets for Earning Options. If not sooner vested and unless previously forfeited pursuant to Section 2.3 or 4.2:

          (a)     First Year Earning. Up to twenty-five percent (25%) of the Options (the “First Tranche Options”) may be earned on March 10, 2008 (the “First Earning Date”). The measures and a schedule of the number of Options that may be earned based on attainment of such measures (which are determined by the Committee) will be delivered to the Participant at the time, or shortly after, this Agreement is executed. Any First Tranche Options that are unearned as of March 10, 2008 shall continue to be unearned.

(b)     Second Year Earning. Up to twenty-five percent (25%) of the Options (the “Second Tranche Options”) may be earned on March 10, 2009 (the
47;Second Earning Date”) based on attainment of measures for the calendar year 2008 determined by the Committee. The measures and a schedule of the number of Options that may be earned based on attainment of such measures will be delivered to the Participant in writing by March 31, 2008.  Any Second Tranche Options that are unearned as of March 10, 2009 shall continue to be unearned.

(c)     Third Year Earning. Up to twenty-five percent (25%) of the Options (the “Third Tranche Options”) may be earned on March 10, 2010 (the “Third Earning Date”) based on attainment of measures for the calendar year 2009 determined by the Committee. The measures and a schedule of the number of Options that may be earned based on attainment of such measures will be delivered to the Participant in writing by March 31, 2009.  Any Third Tranche Options that are unearned as of March 10, 2010 shall continue to be unearned. 

(d)     Fourth Year Earning. Up to twenty-five percent (25%) of the Options (the “Fourth Tranche Options”) may be earned on March 10, 2011 (the
47;Fourth Earning Date”) based on attainment of measures for the calendar year 2010 determined by the

2

Committee. The measures and a schedule of the number of Options that may be earned based on attainment of such measures will be delivered to the Participant in writing by March 31, 2010.  Any Fourth Tranche Options that are unearned as of March 10, 2011 shall continue to be unearned.

(e)     Carryforward. All of the First Tranche Options, Second Tranche Options, Third Tranche Options and Fourth Tranche Options that continue to be unearned on March 10, 2011 following the application of Sections 2.1(i)(a) through (d), may be earned on March 10, 2011. The measures and a schedule of the number of Options that may be earned based on attainment of such measures (which are determined by the Committee) will be delivered to the Participant at the time, or shortly after, this Agreement is executed. Any Options that are unearned as of March 10, 2011 after giving effect to this Section 2.1(i)(E) shall, subject to Section 2.2, remain unearned and shall be forfeited in accordance with Section 2.3.

(f)     Partial Vesting. If a partial Option would be earned on any date, the total number of Options earned on such date shall be rounded up to the nearest whole Option.

(g)     Certification. The Committee shall certify on or before the applicable Earning Date whether the performance target applicable to such Earning Date was satisfied.

(ii)     Vesting of Options. If not sooner vested and unless previously forfeited pursuant to Section 2.3, the earned Options shall vest and become exercisable on March 10, 2011 only if the Participant is still employed by the Company on September 4, 2010.

                    2.2     Accelerated or Continued Earning and/or Vesting. The Committee may accelerate the date on which any or all of the Options are earned and/or vested at any time and for any reason. Notwithstanding anything contained herein to the contrary:

          (i)     upon a termination of the Participant’s employment (a) by the Company without Cause (as defined in Section 5.1) or (b) by the Participant for Good Reason (as defined in Section 5.1),

                  (a)     in addition to any Options earned on or prior to the date of such termination, the Participant may continue to earn the Options that would have been earned (in accordance with Section 2.1 hereof) had the Participant remained employed through the last day of the period for which the Participant receives severance, if any, following such termination (the “< U>Severance Period”), based on the attainment of performance targets for the applicable Earning Period(s) (i.e., each calendar year that includes all or part of the Severance Period); provided however, that the number of Options that may be earned for the calendar year that includes the last day of the Severance Period shall equal (a) the number of Options that would have been earned based on the attainment of performance targets described in Section 2.1(i) for the calendar year that includes the last day of the Severance Period multiplied by (b) the nu mber of days in the calendar year that elapsed prior to such last day, divided by 365; and

3

                    (b)     the Participant’s earned Options will vest and become exercisable on the later of (a) the date of such termination of the Participant’s employment or (b) the date such Options are earned in accordance with 2.2(i)(A);

                              (ii)     upon a termination of the Participant’s employment due to death or Disability (as defined in Section 5.1),

                                        (a)     in addition to any Options earned on or prior to the date of such termination of employment, the Participant may earn, on the Earning Date next following such date of termination, the number of Options equal to (a) the number of Options that would have been earned based on the attainment of performance targets for the calendar year that includes the date of such termination, multiplied by (b) the number of days in the calendar year < /FONT>that elapsed prior to such date of such termination, divided by 365; provided that in the event of a termination due to death, if an insurance policy was not obtained as required in accordance with Section 5 of the Employment Agreement between the Company and the Participant dated September 4, 2006, as amended from time to time (the “Employment Agreement”), then the Participant may continue to earn the Options that would have been earned (in accordance with Section 2.1 hereof) had the Participant remained employed through the date nine months following such termination (the “Extension Period”), based on the attainment of performance targets for the applicable Earning Period(s) (i.e., each calendar year that includes all or part of the Extension Period), with the number of Options that may be earned for the calendar year that includes the last day of the Extension Period equal to (a) the number of Options that would have been earned based on the attainment of performance targets described in Section 2.1(i) for the calendar year that includes the last day of the Extension Period multiplied by (b) the number of days in the calendar year that elapsed prior to such last day, divided by 365; and

(b)     the Participant’s earned Options will vest and become exercisable on the later of (a) the date of the Participant’s termination of employment due to death or Disability, as applicable, or (b) the date such Options are earned in accordance with 2.2(ii)(A);

(iii)     upon a Change in Control (as defined in Section 5.1), any Options earned on or prior to the date of the Change in Control shall vest and become exercisable.

                    2.3     Effect of Termination of Employment on Earning and Vesting; Forfeiture of Unvested Options. Unless otherwise determined by the Committee and after giving effect to any applicable continuation or acceleration, as applicable, of earning and vesting provided in Section 2.2 hereof, all Options that are both unearned and unvested shall cease to be eligible to be vested and shall be forfeited as of the earlier of (i) the time of notification of the termination of the Participant’s employment with the Company for Cause, (ii) the termination of the Participant’s employment with the Company prior to September 4, 2010 (which means the last date of actual employment, even if a different date is used for administrative convenience in connection with employee retirement, benefit or welfare plans) other than by the Company without Cause or by the Participant for Good Reason, (iii) a Change in Control or (iv) the Fourth Earning Date.

4

                    2.4     Exercise; Restriction on Exercise. No unvested Options shall be exercisable. All earned and vested Options shall become exercisable at the time set forth above and shall cease to be exercisable at the time they expire and are forfeited as provided in Section 2.3 of Article 4.

2.5     Change in Control. Except as otherwise provided in this Agreement or as the Committee may determine at the time of a Change in Control, the effect of a Change in Control on the Participant’s Options is subject to Section 17 of the Plan.

ARTICLE 3

EXERCISE OF OPTIONS

3.1     Person Who Can Exercise. Exercisable Options may only be exercised by the Participant, except that, in the event of the Disability of the Participant, those Options may be exercised by the Participant’s legal guardian or legal representative and, in the event of death, those Options may be exercised by the executor or administrator of the Participant’s estate or the Person or Persons to whom the Participant’s rights under those Options pass by will or the laws of descent and distribution.

3.2     Procedure for Exercise. Exercisable Options may be exercised in whole or in part with respect to any portion thereof that is exercisable. To exercise an exercisable Option, the Participant (or such other Person who shall be permitted to exercise that Option as set forth in Section 3.1) must complete, sign and deliver to the Company an exercise notice in a form to be provided by the Company together with payment in full of the Option Price multiplied by the number of shares of Stock with respect to which that Option is exercised, in accordance with the option exercise procedures of the Company as in effect from time to time. The right to exercise any Option shall be subject to the satisfaction of all conditions set forth in such form of exercise notice. Payment of the Option Price shall be made in cash (including check, bank draft or money order). The Participant’s right to exercise the Option shall be subject to the satisfaction of all conditions set forth in such exercise notice.

3.3     Withholding of Taxes.

(i)     The Company shall withhold or deduct from any or all payment or amounts due to or held for the Participant (or such other Person who may be permitted to exercise Options as set forth in Section 3.1), whether due from the Company or held in the account of the Participant (or such other Person) at any broker facilitating the exercise of Options, or secure payment from the Participant of, an amount (the “ Withholding Amount”) equal to all taxes (including unemployment (including FUTA), social security and medical (including FICA), and other governmental charges of any kind as well as income and other taxes) required under any applicable law to be withheld or deducted with respect to any and all taxable income and other amounts attributable to the Options.

(ii)     The Withholding Amount shall be determined by the Company.

5

                              (iii)     Immediately upon request by the Company, the Participant agrees to pay all, or a portion if so requested by the Company, of the Withholding Amount to the Company in cash.

                              (iv)     The timing of withholding or deduction from such payments or amounts shall be determined by the Company.

ARTICLE 4

EXPIRATION OF OPTIONS

                    4.1     Expiration. Vested and unvested Options shall expire at 5:00 p.m., Eastern Daylight Time on October 2, 2017.

4.2     Earlier Expiration. Notwithstanding Section 4.1, unless otherwise determined by the Committee, Options shall be forfeited and shall expire on the earliest to occur of the following:

           (i)     all unvested Options shall expire as provided in Section 2.3;

                  (ii)    upon the Participant's termination of employment by the Company for Cause, all vested Options shall expire immediately at the time notice of such termination is given (unless otherwise determined by the Company in its sole discretion);

                  (iii)   upon the Participant’s termination of employment by the Company without Cause or the Participant’s resignation from employment with the Company other than in connection with death or Disability, all vested Options shall expire upon the earlier of (a) the ninetieth day following the later of the date of such termination or March 10, 2011 or (b) the expiration of the Options under Section 4.1; and

           (iv)   upon the Participant’s termination of employment due to the Participant’s death or Disability, all vested Options shall expire upon the earlier of (a) the 12-month anniversary of the later of the date of such termination or March 10, 2011 or (b) the expiration of the Options under Section 4.1. 

4.3     Cancellation. Vested and unvested Options which expire unexercised shall be treated as cancelled.

4.4     Effective Date. For purposes hereof, except as otherwise set forth in Sections 2.3 and 4.2, the date of resignation or termination of employment means the last date of actual employment, even if a different date is used for administrative convenience in connection with employee retirement, benefit or welfare plans.

ARTICLE 5

MISCELLANEOUS

6

5.1     Definitions. The terms “Cause”, “Change in Control”, “Disability” and “Good Reason” shall each have the meaning ascribed to such term in the Employment Agreement.

5.2     Options Not Transferable. Options may not be transferred (other than by will or laws of descent and distribution). Any attempt to effect a transfer of Options that is not permitted by the Plan or this Agreement shall be null and void.

5.3     Code Section 409A. The parties recognize that certain provisions of this Agreement may be affected by Code Section 409A and agree to negotiate in good faith to amend this Agreement with respect to any changes necessary or advisable to comply with Code Section 409A.

5.4     Code Section 162(m). The Options were granted in a manner intended to meet the requirements of “qualified performance based compensation” under Code Section 162(m), including the requirement that the stockholders of NYFIX approve of the Grant before it can be effective.

5.5     Notices.     All notices, requests and demands to or upon the parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or three days after being deposited in the mail, postage prepaid, or, in the case of telecopy or email notice, when received, addressed as follows to the Company and the Participant, or to such other address as may be hereafter notified by the parties hereto:

(i)	If to the Company, to it at the following address:
	NYFIX, Inc. 100 Wall Street-26th Floor New York, NY 10005 Attn: General Counsel

(ii)     If to the Participant, to his or her most recent primary residential address or business telecopy or email address as shown on the records of the Company.

5.6     No Right To Continued Employment. The Participant acknowledges and
agrees that, notwithstanding the fact that the vesting of the Options is contingent upon his or her
continued employment by the Company, this Agreement does not constitute an express or
implied promise of continued employment or confer upon the Participant any rights with respect
to continued employment by the Company.

5.7     Amendments and Conflicting Agreements.

           (a)     This Agreement may be amended by a written instrument executed by the parties which specifically states that it is amending this Agreement or by a written instrument executed by the Company which so states if such amendment is not adverse to the Participant or relates to administrative matters.

7

           (b)     To the extent the provisions of this Agreement relating to vesting,
exercisability or termination of the Options are inconsistent with the terms of the Employment
Agreement, the terms of this Agreement shall control and the Employment Agreement is hereby
deemed amended to the extent of such inconsistency to conform to the terms of this Agreement.

5.8     Governing Law and Interpretation. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed therein without regard to the conflicts of law principles
thereof. Whenever the word “including” is used herein, it shall be deemed to be followed by the
phrase “without limitation.” Unless otherwise specified herein, all determinations, consents,
elections and other decisions by the Committee may be made, withheld or delayed in its sole and
absolute discretion.

5.9     Titles. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.

5.10   Counterparts. This Agreement may be executed in counterparts, which
together shall constitute one and the same instrument and which will be deemed effective
whether received in original form or by telecopy or other electronic means. Facsimile signatures
shall be as effective as original signatures.

5.11   Construction. The construction of this Agreement is vested in the
Committee, and the Committee’s construction shall be final and conclusive on all Persons.

5.12   Effective Date of Agreement. This Agreement is effective as of the date
the stockholders of NYFIX approve the Plan and shall terminate if such approval is not obtained
within 12 months of the Date of Grant.

* * *

8

                    IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer.

                                                                                     NYFIX, INC.

                                                                                     By  /s/ Scott A. Bloom    
                                                                                     Name:  Scott A. Bloom   

PARTICIPANT’S ACCEPTANCE

                    The Participant acknowledges that he or she has read this Agreement, has
received and read the Plan, and understands the terms and conditions of this Agreement and the
Plan and hereby accepts the foregoing Options and agrees to be bound by the terms and
conditions of this Agreement and the Plan.

                                                                                     PARTICIPANT

                                                                                       /s/ P. Howard Edelstein    
                                                                                     Signed

9

EX-10

Exhibit 10.5

NYFIX, INC.
2007 OMNIBUS EQUITY COMPENSATION PLAN
MODEL
RESTRICTED STOCK UNIT AGREEMENT

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

BACKGROUND

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:

ARTICLE I

GRANT OF RESTRICTED STOCK UNITS

1.1     Grant of RSUs. The Participant is hereby granted 200,000 restricted stock units (the “Restricted Stock Units” or “RSUs”) subject to the restrictions and conditions set forth in this Agreement and subject to the approval of the Plan by the stockholders of NYFIX.  Each RSU represents the right to receive one share of Stock.

1.2     Grant Information. The RSUs have been granted under the Plan. The Board or the Committee authorized the grant of the RSUs on October 2, 2007.

ARTICLE II

VESTING OF RESTRICTED STOCK UNITS

2.1     Vesting. All of the RSUs are unvested. The RSUs shall vest in full on the later of December 15, 2007 and the date the Plan is approved by the stockholders of NYFIX.  All unvested RSUs shall be forfeitable as set forth in Section 2.3. All vested RSUs shall become non-forfeitable at the time they first vest. RSUs are not transferable at any time.

2.2     Accelerated Vesting. The Committee may accelerate the date on which any or all of the RSUs are vested at any time and for any reason. Notwithstanding anything contained herein to the contrary,

(i)    upon a termination of the Participant’s employment (a) by the Company without Cause (as defined in Section 4.1) or (b) by the Participant for Good Reason (as defined in Section 4.1), or upon a termination of the Participant’s employment due to death or Disability (as defined in Section 4.1), all RSUs shall vest in full upon the date of such employment termination and become non-forfeitable; and

(ii)   upon a Change in Control, all RSUs shall vest in full and become non-forfeitable.

2.3     Effect of Termination of Employment on Vesting; Forfeiture of Unvested RSUs. Unless otherwise determined by the Committee and after giving effect to any applicable acceleration of vesting provided in Section 2.2 hereof, all RSUs that are unvested sha ll cease to be eligible to be vested and shall be forfeited as of the earlier of (i) the time of notification of the termination of the Participant’s employment with the Company for Cause, or (ii) the termination of the Participant’s employment with the Company (which means the last date of actual employment, even if a different date is used for administrative convenience in connection with employee retirement, benefit or welfare plans) other than (A) by the Company without Cause, (B) by the Participant for Good Reason or (C) as a result of death or Disability.

ARTICLE III

PROCEDURES AFFECTING PAYMENT OF RESTRICTED STOCK UNITS

3.1     Payment of RSUs and Delivery of Stock.

(i)      RSUs will be settled on the date they vest (the "Settlement Date”). Vested RSUs will be settled wholly in Stock. The payment of the RSUs may not be accelerated or deferred by either the Company or the Participant except as explicitly permitted or required by Code Section 409A.

(ii)     Unless otherwise determined by the Company, each physical certificate and each book entry, in each case relating to Stock deliverable as payment of the RSUs may include such restrictive legends in such forms as the Company may deem convenient, expedient, necessary or appropriate relating to applicable securities, tax or other laws or applicable rules of any securities exchange or market. Transferability of such Stock may be subject to pre-clearance, blackout, registration and other requirements and restrictions under the Company’s insider trading and other compliance policies and procedures. Transfers of Stock by executive officers should be reviewed in advance to determine if there would be any potential liability for short-swing profits under Section 16(b) of the Securities Exchange Act of 1934.

3.2     Withholding of Taxes.

(i)      The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state,

2

local or other taxes of any kind required by law to be withheld with respect to the RSUs. On or about the Settlement Date, the Company shall deliver written notice to the Participant of the amount of withholding taxes due with respect to the payment of the RSUs; provided, however, that the total tax withholding will be approximately the minimum required statutory withholding (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), as determined by the Company.

          (ii)     The Participant shall remit to the Company, on the Settlement Date, a payment in immediately available funds equal to the amount of the withholding taxes due.

ARTICLE IV

MISCELLANEOUS

4.1     Definitions. The terms “Cause”, “Change in Control”, “Disability” and “Good Reason” shall each have the meaning ascribed to such term in the Employment Agreement between the Company and the Participant dated September 4, 2006, as amended from time to time (the “Employment Agreement”).

4.2     Notices. All notices, requests and demands to or upon the parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or three days after being deposited in the mail, postage prepaid, or, in the case of telecopy or email notice, when received, addressed as follows to the Company and the Participant, or to such other address as may be hereafter notified by the parties hereto:

(i)	If to the Company, to it at the following address:
	NYFIX, Inc. 100 Wall Street-26th Floor New York, NY 10005 Attn: General Counsel

                    (ii)       If to the Participant, to his or her most recent primary residential address or business telecopy or email address as shown on the records of the Company.  

4.3     No Right To Continued Employment. The Participant acknowledges and agrees that, notwithstanding the fact that the vesting of the RSUs is contingent upon his or her continued employment by the Company, this Agreement does not constitute an express or implied promise of continued employment or confer upon the Participant any rights with r espect to continued employment by the Company.

4.4     Amendments and Conflicting Agreements.

3

(a)     This Agreement may be amended by a written instrument executed by the parties which specifically states that it is amending this Agreement or by a written instrument executed by the Company which so states if such amendment is not adverse to the Participant or relates to adminis trative matters.

           (b)     To the extent the provisions of this Agreement relating to vesting, acceleration or forfeiture of the RSUs are inconsistent with the terms of the Employment Agreement, the terms of this Agreement shall control and the Employment Agreement is hereby deemed amended to the extent of such inconsistency to conform to the terms of this Agreement. 

4.5       Governing Law and Interpretation. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein without regard to the conflicts of law principles thereof. Whenever the word “including” is used herein, it shall be deemed to be followed by the phrase “without limitation.” Unless otherwise specified herein, all determinations, consents, elections and other decisions by the Company, the Committee or the Broker may be made, withheld or delayed in its sole and absolute discretion.

4.6       Code Section 409A. The parties recognize that certain provisions of this Agreement may be affected by Code Section 409A and agree to negotiate in good faith to amend this Agreement with respect to any changes necessary or advisable to comply with such Code Section 409A.

4.7       Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.8       Counterparts. This Agreement may be executed in counterparts, which together shall constitute one and the same instrument and which will be deemed effective whether received in original form or by telecopy or other electronic means. Facsimile signatures shall be as effectiv e as original signatures.

4.9       Construction. The construction of this Agreement is vested in the Committee, and the Committee’s construction shall be final and conclusive on all Persons.

4.10      Effective Date of Agreement. This Agreement is effective as of the date the stockholders of NYFIX approve the Plan and shall terminate if such approval is not obtained within 12 months of the Date of Grant

*              *                *

4

                  IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer.

NYFIX, INC.

By:  /s/ Scott A. Bloom    

Name:   Scott A. Bloom   

PARTICIPANT’S ACCEPTANCE

        The Participant acknowledges that he or she has read this Agreement, has received and read the Plan, and understands the terms and conditions of this Agreement and the Plan and hereby accepts the foregoing RSUs and agrees to be bound by the terms and conditions of this Agreement and the Plan.

PARTICIPANT

  /s/ P. Howard Edelstein    

Signed

5

EX-10

Exhibit 10.6

NYFIX, INC.
2001 STOCK OPTION PLAN
MODEL
NON-QUALIFIED STOCK OPTION AGREEMENT
(TIME VESTING)

                    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”).

BACKGROUND

Pursuant to the terms of the NYFIX, Inc. 2001 Stock Option 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 grant of Nonqualified Options. 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.

The Plan allows the Company to provide rewards and incentives to certain
employees of the Company by, among other things, granting them opportunities to purchase shares
of Stock. The Board or the Committee has determined that it would be in the best interest of the
Company and its stockholders to grant the Options to the Participant under the Plan.

In consideration of the covenants and agreements set forth in this Agreement, the
Participant and NYFIX hereby agree as follows:

ARTICLE I

GRANT OF OPTIONS

1.1     Grant of Options. The Participant is hereby granted Nonqualified Options
representing the right to purchase 675,069 shares of Stock subject to the restrictions and conditions
set forth in this Agreement. References in this Agreement to “Option” and “Options” mean the
options granted hereby, individually and in the aggregate.

1.2     Option Price. The purchase price of each share of Stock underlying the
Options is $4.60 per share (the “Option Price”), which is the same as the Fair Market Value of a
share of Stock on the Date of Grant. 

1.3     Grant Information. The Options have been granted under the Plan. The
Committee authorized the grant of the Options on October 2, 2007.

ARTICLE II

EXERCISABILITY OF OPTIONS

All of the Options are unvested on the Date of Grant. Options shall vest upon, but
only upon, the earliest to occur of the events described in Section 2.1, 2.2 or 2.3 and shall become
exercisable as described in Section 2.4, in each case subject to the limitations set forth in Section
2.5. All unvested Options shall be forfeitable as set forth in Section 2.5 and shall be non-
transferable as set forth in Section 5.2. All shares of Stock issued upon exercise of Options shall be
transferable, although:

(a)     transferability may be subject to pre-clearance, blackout, registration
and other requirements and restrictions under the Company’s insider trading and other compliance
policies and procedures; and

(b)     transfers by executive officers should be reviewed in advance to
determine if there would be any potential liability for short-swing profits under Section 16(b) of the
Securities Exchange Act of 1934.

(i)     Time Vesting. If not sooner vested and unless previously forfeited
pursuant to Section 2.5, all of the Options shall vest based on the passage of time as follows:
2.7778% of the Options shall vest on October 4, 2007 and on the fourth day of each month
thereafter through and including September 4, 2010.

If a partial Option would vest on any date, the total number of Options vesting
on such date shall be rounded up to the nearest whole Option.

2.2     Accelerated and Continued Vesting. If not sooner vested and exercisable,
and unless previously cancelled pursuant to Section 2.5 or 4.2,

(i)     all of the Options shall vest and become immediately exercisable
upon a termination of the Participant’s employment (a) by the Company without Cause (as defined
in Section 5.1) or (b) by the Participant for Good Reason (as defined in Section 5.1), in either case
within one year following a Change in Control (as defined in Section 5.1); 

(ii)    following a termination of the Participant’s employment (a) by the
Company without Cause or (b) by the Participant for Good Reason, in either case prior to or more
than one year following a Change in Control, the Participant’s Options that would have vested
through the month that includes the last day of the period for which the Participant receives
severance, if any, following such termination (the “Severance Period”), shall immediately vest; and

(iii)   in the event of a termination of the Participant’s employment by
reason of death, the Participant’s Options that would have vested during the nine-month period
following such termination may become immediately vested upon such termination in accordance
with the terms of Section 5 of the Employment Agreement between the Company and the
Participant dated September 4, 2006, as amended from time to time (the “Employment
Agreement”).

2

2.3     Discretionary Vesting and Exercisability. The Committee or the Board may
accelerate the vesting of any or all of the Options at any time and for any reason.

2.4     Exercise; Restriction on Exercise. No unvested Options shall be exercisable.
All vested Options shall become exercisable at the time they first vest and shall cease to be
exercisable at the time they expire and are forfeited as provided in Section 2.5 or Article IV.

2.5     Effect of Termination of Employment on Vesting; Expiration of Unvested
Options. All unvested Options expire upon the earliest to occur of: 

(i)     the time of notification of the termination of the Participant’s
employment by the Company for Cause;

(ii)    termination of the Participant’s employment for any reason other than
Cause or, if later, the expiration of the Severance Period, if applicable; and

(iii)   expiration as provided in Section 4.1.

ARTICLE III

EXERCISE OF OPTIONS

3.1     Person Who Can Exercise. Exercisable Options may only be exercised by the
Participant, except that, in the event of the Disability of the Participant, those Options may be
exercised by the Participant’s legal guardian or legal representative and, in the event of death, those
Options may be exercised by the executor or administrator of the Participant’s estate or the person
or persons to whom the Participant’s rights under those Options pass by will or the laws of descent
and distribution.

3.2     Procedure for Exercise. Exercisable Options may be exercised in whole or in
part with respect to any portion thereof that is exercisable. To exercise an exercisable Option, the
Participant (or such other person who shall be permitted to exercise that Option as set forth in
Section 3.1) must complete, sign and deliver to the Company an exercise notice in a form to be
provided by the Company together with payment in full of the Option Price multiplied by the
number of shares of Stock with respect to which that Option is exercised, in accordance with the
option exercise procedures of the Company as in effect from time to time. The right to exercise any
Option shall be subject to the satisfaction of all conditions set forth in such form of exercise notice.
Payment of the Option Price shall be made in cash (including check, bank draft or money order).
The Participant’s right to exercise the Option shall be subject to the satisfaction of all conditions set
forth in such exercise notice.

3.3      Withholding of Taxes.

(i)     The Company shall withhold or deduct from any or all payments oramounts
due to or held for the Participant (or such other person who may be permitted to exercise
Options as set forth in Section 3.1), whether due from the Company or held in the account of the
Participant (or such other person) at any broker facilitating the exercise of Options, or secure
payment from the Participant of, an amount (the “Withholding Amount”) equal to all taxes

3

(including unemployment (including FUTA), social security and medical (including FICA), and
other governmental charges of any kind as well as income and other taxes) required under any
applicable law to be withheld or deducted with respect to any and all taxable income and other
amounts attributable to the Options.

                              (ii)     The Withholding Amount shall be determined by the Company.

                              (iii)     Immediately upon request by the Company, the Participant agrees to pay
all, or a portion if so requested by the Company, of the Withholding Amount to the Company in cash.

(iv)     The timing of withholding or deduction from such payments or
amounts shall be determined by the Company.

ARTICLE IV

EXPIRATION OF OPTIONS

          4.1     Expiration. Vested and unvested Options shall expire at 5:00 p.m., Eastern
Daylight Time on October 2, 2017.

4.2     Earlier Expiration. Notwithstanding Section 4.1, unless otherwise
determined by the Committee, Options shall be forfeited and shall expire on the earliest to occur of
the following:

(i)      all unvested Options shall expire as provided in Section 2.5;

(ii)     upon the Participant’s termination of employment by the Company for Cause,
all vested Options shall expire immediately at the time notice of such termination is given (unless
otherwise determined by the Company in its sole discretion);

(iii)    upon the Participant’s termination of employment by the Company
without Cause or the Participant’s resignation from employment with the Company other than in
connection with death or Disability, all vested Options shall expire upon the earlier of (a) the
ninetieth day following the date of such termination or (b) the expiration of the Options under
Section 4.1; and

(iv)     upon the Participant’s termination of employment due to the
Participant’s death or Disability, all vested Options shall expire upon the earlier of (a) the 12 month
anniversary of the date of such termination or (b) the expiration of the Options under Section 4.1.

4.3     Cancellation. Vested and unvested Options which expire unexercised shall
be treated as cancelled.

4.4     Effective Date. For purposes hereof, except as otherwise set forth in Sections
2.5 and 4.2, the date of resignation or termination of employment means the last date of actual
employment, even if a different date is used for administrative convenience in connection with
employee retirement, benefit or welfare plans.

4

ARTICLE V

MISCELLANEOUS

5.1     Definitions. The terms “Cause”, “Change in Control”, “Disability” and
“Good Reason” shall each have the meaning ascribed to such term in the Employment Agreement.

5.2     Options Not Transferable. Options may not be transferred (other than by will
or laws of descent and distribution). Any attempt to effect a transfer of Options that is not permitted
by the Plan or this Agreement shall be null and void.

5.3     Section 409A of the Code. The parties recognize that certain provisions of
this Agreement may be affected by Section 409A of the Code and agree to negotiate in good faith to
amend this Agreement with respect to any changes necessary or advisable to comply with Section
409A of the Code.

5.4     Section 162(m) of the Code. The Options were granted in a manner intended
to meet the requirements of “qualified performance based compensation” under Section 162(m) of
the Code.

5.5     Notices. All notices, requests and demands to or upon the parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand, or three days
after being deposited in the mail, postage prepaid, or, in the case of telecopy or email notice, when
received, addressed as follows to the Company and the Participant, or to such other address as may
be hereafter notified by the parties hereto:

(i)	If to the Company, to it at the following address:
	NYFIX, Inc. 100 Wall Street - 26th Floor New York, NY 10005 Attn: General Counsel

          (ii)     If to the Participant, to his or her most recent primary residential address or
business telecopy or email address as shown on the records of the Company.

5.6     No Right To Continued Employment. The Participant acknowledges and
agrees that, notwithstanding the fact that the vesting of the Options is contingent upon his or her
continued employment by the Company, this Agreement does not constitute an express or implied
promise of continued employment or confer upon the Participant any rights with respect to
continued employment by the Company.

5.7      Amendments and Conflicting Agreements.

(a)     This Agreement may be amended by a written instrument executed by
the parties which specifically states that it is amending this Agreement or by a written

5

instrument executed by the Company which so states if such amendment is not adverse to the
Participant or relates to administrative matters.

                              (b)     To the extent the provisions of this Agreement relating to
vesting, execisability or termination of the Options are inconsistent with the terms of the
Employment Agreement, the terms of this Agreement shall control and the Employment Agreement
is hereby deemed amended to the extent of such inconsistency to conform to the terms of this
Agreement.

                    5.8     Governing Law and Interpretation. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware applicable to contracts
made and to be performed therein without regard to the conflicts of law principles thereof.
Whenever the word “including” is used herein, it shall be deemed to be followed by the phrase
“without limitation.” Unless otherwise specified herein, all determinations, consents, elections and
other decisions by the Committee may be made, withheld or delayed in its sole and absolute
discretion.

                    5.9     Titles. Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.

                    5.10    Counterparts. This Agreement may be executed in counterparts, which
together shall constitute one and the same instrument and which will be deemed effective whether
received in original form or by telecopy or other electronic means. Facsimile signatures shall be as
effective as original signatures.

                    5.11    Construction. The construction of this Agreement is vested in the
Committee, and the Committee’s construction shall be final and conclusive on all persons.

* * *

6

                    IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer.

NYFIX, INC.

By:  /s/ Scott A. Bloom     
Name:  Scott A. Bloom     

PARTICIPANT’S ACCEPTANCE

The Participant acknowledges that he or she has read this Agreement, has received
and read the Plan, and understands the terms and conditions of this Agreement and the Plan and
hereby accepts the foregoing Options and agrees to be bound by the terms and conditions of this
Agreement and the Plan.

PARTICIPANT

  /s/ P. Howard Edelstein     
Signed

7

       

EX-10

Exhibit 10.7

NYFIX, INC.
2001 STOCK OPTION PLAN
MODEL
NON-QUALIFIED STOCK OPTION AGREEMENT
(FULLY VESTED)

                              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”).

BACKGROUND

Pursuant to the terms of the NYFIX, Inc. 2001 Stock Option 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 grant of Nonqualified Options. 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.

The Plan allows the Company to provide rewards and incentives to certain
employees of the Company by, among other things, granting them opportunities to purchase shares
of Stock. The Board or the Committee has determined that it would be in the best interest of the
Company and its stockholders to grant the Options to the Participant under the Plan.

In consideration of the covenants and agreements set forth in this Agreement, the
Participant and NYFIX hereby agree as follows:

ARTICLE I

GRANT OF OPTIONS

1.1      Grant of Options. The Participant is hereby granted Nonqualified Options
representing the right to purchase 752,570 shares of Stock subject to the restrictions and conditions
set forth in this Agreement. References in this Agreement to “Option” and “Options” mean the
options granted hereby, individually and in the aggregate.

1.2      Option Price. The purchase price of each share of Stock underlying the
Options is $4.60 per share (the “Option Price”), which is the same as the Fair Market Value of a
share of Stock on the Date of Grant. 

1.3      Grant Information. The Options have been granted under the Plan. The
Committee authorized the grant of the Options on October 2, 2007.

ARTICLE II

EXERCISABILITY OF OPTIONS

                             All of the Options are fully exercisable on the Date of Grant. All shares of Stock
issued upon exercise of Options shall be transferable, although:

(a)      transferability may be subject to pre-clearance, blackout, registration
and other requirements and restrictions under the Company’s insider trading and other compliance
policies and procedures; and

(b)      transfers by executive officers should be reviewed in advance to
determine if there would be any potential liability for short-swing profits under Section 16(b) of the
Securities Exchange Act of 1934.

ARTICLE III

EXERCISE OF OPTIONS

3.1       Person Who Can Exercise. Options may only be exercised by the Participant,
except that, in the event of the Disability of the Participant, those Options may be exercised by the
Participant’s legal guardian or legal representative and, in the event of death, those Options may be
exercised by the executor or administrator of the Participant’s estate or the person or persons to
whom the Participant’s rights under those Options pass by will or the laws of descent and
distribution.

3.2       Procedure for Exercise. Options may be exercised in whole or in part with
respect to any portion thereof. To exercise an Option, the Participant (or such other person who
shall be permitted to exercise that Option as set forth in Section 3.1) must complete, sign and
deliver to the Company an exercise notice in a form to be provided by the Company together with
payment in full of the Option Price multiplied by the number of shares of Stock with respect to
which that Option is exercised, in accordance with the option exercise procedures of the Company
as in effect from time to time. The right to exercise any Option shall be subject to the satisfaction of
all conditions set forth in such form of exercise notice. Payment of the Option Price shall be made
in cash (including check, bank draft or money order). The Participant’s right to exercise the Option
shall be subject to the satisfaction of all conditions set forth in such exercise notice.

3.3      Withholding of Taxes. 
 
           (i)     The Company shall withhold or deduct from any or all payments or
amounts due to or held for the Participant (or such other person who may be permitted to exercise
Options as set forth in Section 3.1), whether due from the Company or held in the account of the
Participant (or such other person) at any broker facilitating the exercise of Options, or secure
payment from the Participant of, an amount (the “Withholding Amount”) equal to all taxes
(including unemployment (including FUTA), social security and medical (including FICA), and
other governmental charges of any kind as well as income and other taxes) required under any
applicable law to be withheld or deducted with respect to any and all taxable income and other
amounts attributable to the Options.

2

           (ii)      The Withholding Amount shall be determined by the Company. 
 
           (iii)      Immediately upon request by the Company, the Participant agrees to
pay all, or a portion if so requested by the Company, of the Withholding Amount to the Company in
cash. 

           (iv)      The timing of withholding or deduction from such payments or
amounts shall be determined by the Company.

ARTICLE IV

EXPIRATION OF OPTIONS

                              4.1      Expiration. Options shall expire at 5:00 p.m., Eastern Daylight Time on
October 2, 2017.

                              4.2      Earlier Expiration. Notwithstanding Section 4.1, unless otherwise
determined by the Committee, Options shall be forfeited and shall expire on the earliest to occur of
the following:

                                         (i)      upon the Participant’s termination of employment by the Company
for Cause, all Options shall expire immediately at the time notice of such termination is given
(unless otherwise determined by the Company in its sole discretion);

           (ii)      upon the Participant’s termination of employment by the Company
without Cause or the Participant’s resignation from employment with the Company other than in
connection with death or Disability, all Options shall expire upon the earlier of (a) the ninetieth day
following the date of such termination or (b) the expiration of the Options under Section 4.1; and

           (iii)      upon the Participant’s termination of employment due to the
Participant’s death or Disability, all Options shall expire upon the earlier of (a) the 12 month
anniversary of the date of such termination or (b) the expiration of the Options under Section 4.1.

                              4.3      Cancellation. Options which expire unexercised shall be treated as cancelled.
 
                              4.4      Effective Date. For purposes hereof, except as otherwise set forth in Section
4.2, the date of resignation or termination of employment means the last date of actual employment,
even if a different date is used for administrative convenience in connection with employee
retirement, benefit or welfare plans.

ARTICLE V

MISCELLANEOUS

                              5.1      Definitions. The terms “Cause” and “Disability” shall each have the meaning
ascribed to such term in the Employment Agreement between the Company and the Participant
dated September 4, 2006, as amended from time to time (the “Employment Agreement”).

3

5.2      Options Not Transferable. Options may not be transferred (other than by will
or laws of descent and distribution). Any attempt to effect a transfer of Options that is not permitted
by the Plan or this Agreement shall be null and void.

5.3       Section 409A of the Code. The parties recognize that certain provisions of
this Agreement may be affected by Section 409A of the Code and agree to negotiate in good faith to
amend this Agreement with respect to any changes necessary or advisable to comply with Section
409A of the Code.

5.4       Section 162(m) of the Code. The Options were granted in a manner intended
to meet the requirements of “qualified performance based compensation” under Section 162(m) of
the Code.

5.5       Notices. All notices, requests and demands to or upon the parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand, or three days
after being deposited in the mail, postage prepaid, or, in the case of telecopy or email notice, when
received, addressed as follows to the Company and the Participant, or to such other address as may
be hereafter notified by the parties hereto:

           (i)      If to the Company, to it at the following address: 
 
                                                 NYFIX, Inc.
                                                 100 Wall Street - 26th Floor
                                                 New York, NY 10005
                                                 Attn: General Counsel 
 
           (ii)     If to the Participant, to his or her most recent primary residential
address or business telecopy or email address as shown on the records of the Company.

5.6       No Right To Continued Employment. The Participant acknowledges and
agrees that, notwithstanding the fact that the vesting of the Options is contingent upon his or her
continued employment by the Company, this Agreement does not constitute an express or implied
promise of continued employment or confer upon the Participant any rights with respect to
continued employment by the Company.

5.7       Amendments and Conflicting Agreements.

                                          (a)     This Agreement may be amended by a written instrument executed by the
parties which specifically states that it is amending this Agreement or by a written instrument
executed by the Company which so states if such amendment is not adverse to the Participant or
relates to administrative matters.

(b)      The Participant acknowledges and agrees that the grant of the Options under
this Agreement, together with the grant to the Participant of other options and restricted stock units
under agreements dated on or about the date hereof, constitute satisfaction in full of the Company’s
obligations when Section 4(c) of the Employment Agreement. To the extent the provisions of this
Agreement relating to vesting, exercisability or termination of the Options are inconsistent with the

4

terms of the Employment Agreement, the terms of this Agreement shall control and the
Employment Agreement is hereby deemed amended to the extent of such inconsistency to conform
to the terms of this Agreement.

                                    5.8        Governing Law and Interpretation. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed therein without regard to the conflicts of law principles thereof.
Whenever the word “including” is used herein, it shall be deemed to be followed by the phrase
“without limitation.” Unless otherwise specified herein, all determinations, consents, elections and
other decisions by the Committee may be made, withheld or delayed in its sole and absolute
discretion.

                                    5.9        Titles. Titles are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this Agreement.

                                    5.10       Counterparts. This Agreement may be executed in counterparts, which
together shall constitute one and the same instrument and which will be deemed effective whether
received in original form or by telecopy or other electronic means. Facsimile signatures shall be as
effective as original signatures.

                                    5.11        Construction. The construction of this Agreement is vested in the
Committee, and the Committee’s construction shall be final and conclusive on all persons.

*          *           *

5

                     IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer.

NYFIX, INC.

By:  /s/ Scott A. Bloom           

Name:  Scott A. Bloom           

PARTICIPANT’S ACCEPTANCE

The Participant acknowledges that he or she has read this Agreement, has
received and read the Plan, and understands the terms and conditions of this Agreement and the
Plan and hereby accepts the foregoing RSUs and agrees to be bound by the terms and conditions
of this Agreement and the Plan.

PARTICIPANT

/s/ P. Howard Edelstein        

Signed

6

EX-10

Exhibit 10.8

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

        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.

W I T N E S S E T H :

        WHEREAS, Employee and the Company have heretofore entered into an employment agreement dated as of September 4, 2006 (the “Employment Agreement”); and

        WHEREAS, Employee and the Company desire to revise the Employment Agreement in two respects, as set forth below;

        NOW, THEREFORE, Employee and the Company hereby agree that the Employment Agreement shall be and is hereby amended as follows:

        1.      Subsection (i) of the definition of “Change in Control” set forth in Section 1(g) of the Employment Agreement shall be and is hereby amended to read in its entirety as follows: “the acquisition by any person, directly or indirectly, through a purchase, merger or other acquisition transaction, or series of purchases, mergers or other acquisition transactions, of shares of Common Stock representing 35% or more of the total shares of Common Stock then outstanding, provided that such percentage shall be 50% in the case of an acquisition by Warburg Investors”.

        2.      Section 5 of the Employment Agreement shall be and is hereby amended by deleting the reference in its concluding sentence to “life insurance coverage at up to 3 times Base Salary (subject to insurability at commercially reasonable rates)” and replacing it with the following: “a term life insurance policy in the amount of $7,500,000.00, owned by Employee and fully portable in the event of termination of employment for any reason. Barring delays not reasonably within the Company’s control such as the scheduling of doctor’s appoin tments and the like, the Company shall obtain the term life insurance policy by no later than December 1, 2007. If the Company fails to do so (other than due to delays not reasonably within the Company’s control such as the scheduling of doctor’s appointments and the like), in the event of a termination of employment by reason of Employee’s death, and notwithstanding anything in Section 8(b) to the contrary, the options that would have vested pursuant to the two Non-Qualified Stock Option Agreements (Time Vesting) dated as of September 27, 2007 between Employee and the Company during the nine-month period following such termination shall become immediately vested upon such termination and the Employee shall be eligible for an additional nine months of vesting under the Non-Qualified Stock Option Agreement (Performance Vesting) dated as of September 27, 2007 in the manner provided for in such Agreement.”

        IN WITNESS WHEREOF, the undersigned have executed this First Amendment to Employment Agreement as of the date first above written.

NYFIX, INC.

By:   /s/ Scott A. Bloom               

Name:  Scott A. Bloom                

Title:  Executive Vice President,
         Corporate Development

HOWARD EDELSTEIN

  /s/ P. Howard Edelstein    

2

EX-10

Exhibit 10.9

NYFIX, INC.
2007 OMNIBUS EQUITY COMPENSATION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT

          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”).

BACKGROUND

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 Nonqualified Stock Option 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.

The Plan allows the Company to provide rewards and incentives to certain
employees of the Company by, among other things, granting them opportunities to purchase
shares of Stock. The Committee has determined that it would be in the best interest of the
Company and its stockholders to grant the Options to the Participant under 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:

ARTICLE 1

GRANT OF OPTIONS

1.1     Grant of Options. The Participant is hereby granted Nonqualified Stock
Options representing the right to purchase 181,369 shares of Stock subject to the restrictions and
conditions set forth in this Agreement and subject to the approval of the Plan by the stockholders
of NYFIX. References in this Agreement to “Option” and “Options” mean the options granted
hereby, individually and in the aggregate.

1.2     Option Price. The Option Price of the Options is $4.60 per share,
which is the same as the Fair Market Value of a share of Stock on the Date of Grant. 

1.3     Grant Information. The Options have been granted under the Plan. The
Committee authorized the grant of the Options on October 2, 2007.

ARTICLE 2

EXERCISABILITY OF OPTIONS

                    All of the Options are unvested on the Date of Grant. Options shall vest upon, but
only upon, the earliest to occur of the events described in Section 2.1, 2.2 or 2.3 and shall
become exercisable as described in Section 2.4, in each case subject to the limitations set forth in
Section 2.5. All unvested Options shall be forfeitable as set forth in Section 2.5 and shall be
non-transferable as set forth in Section 5.2. All shares of Stock issued upon exercise of Options
shall be transferable, although:

                              (a)     transferability may be subject to pre-clearance, blackout,
registration and other requirements and restrictions under the Company’s insider trading and
other compliance policies and procedures; and

                              (b)     transfers by executive officers should be reviewed in advance to
determine if there would be any potential liability for short-swing profits under Section 16(b) of
the Securities Exchange Act of 1934.

                    2.1     Time Vesting. If not sooner vested and unless previously forfeited
pursuant to Section 2.5, all of the Options shall vest based on the passage of time as follows:

(i)      25% of the Options shall vest on March 10, 2008; and

(ii)     the remaining 75% of the Options shall vest ratably on the 10^th day
of each month over the next 36 months such that 100% of the Options are vested on March 10,
2011.

If a partial Option would vest on any date, the total number of Options vesting on
such date shall be rounded up to the nearest whole Option.

2.2     Accelerated and Continued Vesting. If not sooner vested and exercisable,
and unless previously cancelled pursuant to Section 2.5 or 4.2,

(i)     all of the Options shall vest and become immediately exercisable
upon a termination of the Participant’s employment (a) by the Company without Cause (as
defined in Section 5.1) or (b) by the Participant for Good Reason (as defined in Section 5.1), in
either case within one year following a Change in Control; and

(ii)    following a termination of the Participant’s employment (a) by the
Company without Cause or (b) by the Participant for Good Reason, in either case prior to or
more than one year following a Change in Control, the Participant’s Options that would have
vested through the month that includes the last day of the period for which the Participant
receives severance, if any, following such termination (the “Severance Period”), shall
immediately vest.

2.3     Discretionary Vesting and Exercisability. The Committee may accelerate
the vesting of any or all of the Options at any time and for any reason.

2

2.4     Exercise; Restriction on Exercise. No unvested Options shall be
exercisable. All vested Options shall become exercisable at the time they first vest and shall
cease to be exercisable at the time they expire and are forfeited as provided in Section 2.5 or
Article 4.

2.5     Effect of Termination of Employment on Vesting; Expiration of Unvested
Options. All unvested Options expire upon the earliest to occur of:

(i)     the time of notification of the termination of the Participant’s
employment by the Company for Cause;

(ii)    termination of the Participant’s employment for any reason other
than Cause or, if later, the expiration of the Severance Period, if applicable; and

(iii)   expiration as provided in Section 4.1.

2.6     Change in Control. Except as otherwise provided in this Agreement, the
effect of a Change in Control on the Participant’s Options is subject to Section 17 of the Plan.

ARTICLE 3

EXERCISE OF OPTIONS

3.1     Person Who Can Exercise. Exercisable Options may only be exercised by
the Participant, except that, in the event of the Disability of the Participant, those Options may be
exercised by the Participant’s legal guardian or legal representative and, in the event of death,
those Options may be exercised by the executor or administrator of the Participant’s estate or the
Person or Persons to whom the Participant’s rights under those Options pass by will or the laws
of descent and distribution.

3.2     Procedure for Exercise. Exercisable Options may be exercised in whole or
in part with respect to any portion thereof that is exercisable. To exercise an exercisable Option,
the Participant (or such other Person who shall be permitted to exercise that Option as set forth in
Section 3.1) must complete, sign and deliver to the Company an exercise notice in a form to be
provided by the Company together with payment in full of the Option Price multiplied by the
number of shares of Stock with respect to which that Option is exercised, in accordance with the
option exercise procedures of the Company as in effect from time to time. The right to exercise
any Option shall be subject to the satisfaction of all conditions set forth in such form of exercise
notice. Payment of the Option Price shall be made in cash (including check, bank draft, or
money order). The Participant’s right to exercise the Option shall be subject to the satisfaction
of all conditions set forth in such exercise notice.

3.3     Withholding of Taxes.

(i)     The Company shall withhold or deduct from any or all payments
or amounts due to or held for the Participant (or such other Person who may be permitted to
exercise Options as set forth in Section 3.1), whether due from the Company or held in the
account of the Participant (or such other Person) at any broker facilitating the exercise of

3

Options, or secure payment from the Participant of, an amount (the “Withholding Amount”)
equal to all taxes (including unemployment (including FUTA), social security and medical
(including FICA), and other governmental charges of any kind as well as income and other
taxes) required under any applicable law to be withheld or deducted with respect to any and all
taxable income and other amounts attributable to the Options.

          (ii)   The Withholding Amount shall be determined by the Company.

          (iii)   Immediately upon request by the Company, the Participant agrees to pay all, or a portion
if so requested by the Company, of the Withholding Amount to the Company in cash. 

(iv)   The timing of withholding or deduction from such payments or
amounts shall be determined by the Company.

ARTICLE 4

EXPIRATION OF OPTIONS

4.1     Expiration. Vested and unvested Options shall expire at 5:00 p.m.,
Eastern Daylight Time on October 2, 2017.

4.2     Earlier Expiration. Notwithstanding Section 4.1, unless otherwise
determined by the Committee, Options shall be forfeited and shall expire on the earliest to occur
of the following:

    & nbsp;     (i)      all unvested Options shall expire as provided in Section 2.5;

          (ii)     upon the Participant’s termination of employment by the Company for Cause,
all vested Options shall expire immediately at the time notice of such termination is given (unless
otherwise determined by the Company in its sole discretion);

(iii)    upon the Participant’s termination of employment by the Company
without Cause or the Participant’s resignation from employment with the Company other than in
connection with death or Disability, all vested Options shall expire upon the earlier of (a) the
ninetieth day following the date of such termination or (b) the expiration of the Options under
Section 4.1; and

(iv)    upon the Participant’s termination of employment due to the
Participant’s death or Disability, all vested Options shall expire upon the earlier of (a) the 12-
month anniversary of the date of such termination or (b) the expiration of the Options under
Section 4.1. 

4.3     Cancellation. Vested and unvested Options which expire unexercised shall
be treated as cancelled.

4.4     Effective Date. For purposes hereof, except as otherwise set forth in
Sections 2.5 and 4.2, the date of resignation or termination of employment means the last date of

4

actual employment, even if a different date is used for administrative convenience in connection
with employee retirement, benefit or welfare plans.

ARTICLE 5

MISCELLANEOUS

                    5.1      Definitions.

                              (i)   “Cause” shall mean that the Company has “cause” to terminate the
Participant’s employment, as defined in the Employment Agreement between the Participant and
the Company dated January 31, 2006 (the “Employment Agreement”).

                              (ii)   “Disability” shall mean disability as determined by the Committee
in accordance with the standards and procedures similar to those under the Company’s long-term
disability plan, if any. If at any time that the Company does not maintain a long-term disability
plan, “Disability” shall mean any physical or mental disability which is determined to be total
and permanent by a doctor selected in good faith by the Committee.

(iii)  “Change in Control” shall mean: (a) the sale or disposition, in one
or a series of related transactions, of all or substantially all of the assets of NYFIX to any
“person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the
Exchange Act) other than Warburg Pincus Private Equity IX, L.P. or its Affiliates; (b) any
person or group, other than Warburg Pincus Private Equity IX, L.P. or its Affiliates, is or
becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of more than 50% of the total voting power of the voting stock of NYFIX
(or, if NYFIX is not the survivor, the survivor), including by way of merger, consolidation or
otherwise (other than an offering of Stock to the general public through a registration statement
filed with the Securities and Exchange Commission); or (c) any person or group, other than
Warburg Pincus Private Equity IX, L.P. or its Affiliates, is or becomes the beneficial owner,
directly or indirectly, of 35% or more of the combined voting power of NYFIX’s then
outstanding securities during any twelve-month period.

(iv)  “Good Reason” shall mean that the Participant has “good reason”
to terminate his employment, as defined in the Employment Agreement.

5.2     Options Not Transferable. Options may not be transferred (other than by
will or laws of descent and distribution). Any attempt to effect a transfer of Options that is not
permitted by the Plan or this Agreement shall be null and void.

5.3     Code Section 409A. The parties recognize that certain provisions of this
Agreement may be affected by Code Section 409A and agree to negotiate in good faith to amend
this Agreement with respect to any changes necessary or advisable to comply with Code Section
409A.

5.4     Code Section 162(m). The Options were granted in a manner intended to
meet the requirements of “qualified performance based compensation” under Code Section

5

162(m), including the requirement that the stockholders of NYFIX approve of the Grant before it
can be effective.

          5.5     Notices. All notices, requests and demands to or upon the parties hereto to
be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand, or three days
after being deposited in the mail, postage prepaid, or, in the case of telecopy or email notice,
when received, addressed as follows to the Company and the Participant, or to such other address
as may be hereafter notified by the parties hereto:

(i)	If to the Company, to it at the following address:
	NYFIX, Inc. 100 Wall Street - 26th Floor New York, NY 10005 Attn: General Counsel

(ii)    If to the Participant, to his most recent primary residential address or business telecopy or
email address as shown on the records of the Company.

5.6     No Right To Continued Employment. The Participant acknowledges and
agrees that, notwithstanding the fact that the vesting of the Options is contingent upon his
continued employment by the Company, this Agreement does not constitute an express or
implied promise of continued employment or confer upon the Participant any rights with respect
to continued employment by the Company.

5.7     Amendments and Conflicting Agreements. This Agreement may be
amended by a written instrument executed by the parties which specifically states that it is
amending this Agreement or by a written instrument executed by the Company which so states if
such amendment is not adverse to the Participant or relates to administrative matters.

5.8     Governing Law and Interpretation. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed therein without regard to the conflicts of law principles
thereof. Whenever the word “including” is used herein, it shall be deemed to be followed by the
phrase “without limitation.” Unless otherwise specified herein, all determinations, consents,
elections, and other decisions by the Committee may be made, withheld, or delayed in its sole
and absolute discretion.

5.9     Titles. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.

5.10    Counterparts. This Agreement may be executed in counterparts, which
together shall constitute one and the same instrument and which will be deemed effective
whether received in original form or by telecopy or other electronic means. Facsimile signatures
shall be as effective as original signatures.

6

          5.11     Construction. The construction of this Agreement is vested in the
Committee, and the Committee’s construction shall be final and conclusive on all Persons.

5.12     Effective Date of Agreement. This Agreement is effective as of the date
the stockholders of NYFIX approve the Plan.

* * *

7

                   IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer.

NYFIX, INC.

By:  /s/ Scott A. Bloom       
Name: Scott A. Bloom        

PARTICIPANT’S ACCEPTANCE

                    The Participant acknowledges that he has read this Agreement, has received and read
the Plan, and understands the terms and conditions of this Agreement and the Plan and hereby
accepts the foregoing Options and agrees to be bound by the terms and conditions of this
Agreement and the Plan.

                         PARTICIPANT

                        /s/ Steven  Vigliotti                   
                        Signed

8

EX-10

Exhibit 10.10

NYFIX, INC.
2007 OMNIBUS EQUITY COMPENSATION PLAN
RESTRICTED STOCK UNIT AGREEMENT

                         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”).

BACKGROUND

                         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:

ARTICLE I

GRANT OF RESTRICTED STOCK UNITS

                         1.1       Grant of RSUs. The Participant is hereby granted 50,000 restricted
stock units (the “Restricted Stock Units” or “RSUs”) subject to the restrictions and conditions set
forth in this Agreement and subject to the approval of the Plan by the stockholders of NYFIX.
Each RSU represents the right to receive one share of Stock or the Fair Market Value of one
share of Stock as of the Settlement Date (as defined in Section 3.1) .

                         1.2       Grant Information. The RSUs have been granted under the Plan. The
Committee authorized the grant of the RSUs on October 2, 2007.

ARTICLE II

EARNING AND VESTING OF RESTRICTED STOCK UNITS

                         All of the RSUs are unvested. RSUs shall be earned and vest upon, but only
upon, the earliest to occur of the events described in Section 2.1 or 2.2, in each case subject to
the limitations set forth in Section 2.3. All unvested RSUs shall be forfeitable as set forth in
Section 2.3. All vested RSUs shall become non-forfeitable at the time they first vest. RSUs are
not transferable at any time.

                              2.1       (i)    Performance Targets for Earning RSUs. If not sooner vested in
accordance with Section 2.2 and unless previously forfeited pursuant to Section 2.3:

                                                A.       First Year Earning. Up to twenty-five percent (25%) of the
RSUs (the “First Tranche Units”) may be earned on March 10, 2008 (the “First Earning Date”).
The measures, which will pertain to performance during calendar year 2007, and a schedule of
the number of RSUs that may be earned based on attainment of such measures (which are
determined by the Committee) will be delivered to the Participant at the time, or shortly after,
this Agreement is executed. Any First Tranche Units that are unearned as of March 10, 2008
shall continue to be unearned.

                                                B.        Second Year Earning. Up to twenty-five percent (25%) of
the RSUs (the “Second Tranche Units”) may be earned on March 10, 2009 (the “Second Earning
Date”) based on attainment of measures for the calendar year 2008 determined by the Committee. The
measures and a schedule of the number of RSUs that may be earned based on attainment of such
measures will be delivered to the Participant in writing by March 31, 2008. Any Second Tranche
Units that are unearned as of March 10, 2009 shall continue to be unearned.

                                                C.       Third Year Earning. Up to twenty-five percent (25%) of the
RSUs (the “Third Tranche Units”) may be earned on March 10, 2010 (the “Third Earning Date”)
based on attainment of measures for the calendar year 2009 determined by the Committee. The
measures and a schedule of the number of RSUs that may be earned based on attainment of such
measures will be delivered to the Participant in writing by March 31, 2009. Any Third Tranche
Units that are unearned as of March 10, 2010 shall continue to be unearned.

                                                D.       Fourth Year Earning. Up to twenty-five percent (25%) of
the RSUs (the “Fourth Tranche Units”) may be earned on March 10, 2011 (the “Fourth Earning
Date”) based on attainment of measures for the calendar year 2010 determined by the
Committee. The measures and a schedule of the number of RSUs that may be earned based on
attainment of such measures will be delivered to the Participant in writing by March 31, 2010.
Any Fourth Tranche Units that are unearned as of March 10, 2011 shall be forfeited.

                                                E.       Carryforward. The excess of all of the RSUs that are not
forfeited over the RSUs that are earned as of March 10, 2011 following the application of
Sections 2.1(i)(A) through (D) (the “Carryforward Units”), may be earned on March 10, 2011
based on attainment of measures for the calendar year 2010 determined by the Committee. The
measures will be delivered to the Participant in writing by March 31, 2010. Any RSUs that are
unearned as of March 10, 2011 after giving effect to this Section 2.1(i)(E) shall, subject to
section 2.2, remain unearned and shall be forfeited in accordance with Section 2.3.

                                                F.       Partial Vesting. If a partial RSU would be earned on any
date, the total number of RSUs earned on such date shall be rounded up to the nearest whole RSU.

                                                G.       Performance Measures. The Committee may make
adjustments to performance targets after March 31 of the applicable earning period to the extent

2

such adjustments are set forth at the time the performance targets are established and are
permitted by the Plan.

                                   H.        Certification. The Committee shall certify on or before the
applicable Earning Date whether the performance target applicable to such Earning Date was
satisfied.

                            (ii)        Vesting of RSUs. If not sooner vested in accordance with Section
2.2 and unless previously forfeited pursuant to Section 2.3, 

                                        A.        the earned First Tranche Units shall vest and become non-
forfeitable on March 10, 2009 (the “First Vesting Date”) only if the Participant is still employed
by the Company on such date, 

                                        B.        the earned Second Tranche Units shall vest and become
non-forfeitable on March 10, 2010 (the “Second Vesting Date”) only if the Participant is still
employed by the Company on such date, 

C.        the earned Third Tranche Units shall vest and become non-
forfeitable on March 10, 2011 (the “Final Vesting Date”) only if the Participant is still employed
by the Company on such date, 

                                        D.        the earned Fourth Tranche Units shall vest and become
non-forfeitable on the Final Vesting Date only if the Participant is still employed by the
Company on such date, and 

                                        E.        the earned Carryforward Units shall vest and become non-
forfeitable on the Final Vesting Date only if the Participant is still employed by the Company on
such date.

                     2.2        Accelerated or Continued Earning and/or Vesting. The Committee
may accelerate the date on which any or all of the RSUs are earned and/or vested at any time and
for any reason. Notwithstanding anything contained herein to the contrary, unless previously
forfeited in accordance with Section 2.3:

                                 (i)        upon a termination of the Participant’s employment (a) by the
Company without Cause (as defined in Section 4.1) or (b) by the Participant for Good Reason (as
defined in Section 4.1) prior to January 1, 2010, the following rules shall apply:

                                            A.        the Participant may continue to earn the RSUs that would
have been earned (in accordance with Section 2.1 hereof) had the Participant remained employed
through the last day of the period for which the Participant receives severance, if any, following
such termination (the “Severance Period”), based on the attainment of performance targets for
the applicable earning period(s) (i.e., each calendar year that includes all or part of the Severance
Period); provided however, that the number of RSUs that may be earned for the calendar year
that includes the last day of the Severance Period shall equal (a) the number of RSUs that would
have been earned based on the attainment of performance targets described in Section 2.1(i) for
the calendar year that includes the last day of the Severance Period multiplied by (b) a fraction,

3

the numerator of which is the number of days in the calendar year that elapsed prior to such last
day and the denominator of which is 365; provided, further, however, that the Participant shall
not be entitled to earn any RSUs pursuant to Section 2.1(i)(E), 

                                          B.        the Participant’s RSUs earned on or prior to the date of
such termination shall vest and become non-forfeitable immediately upon such termination, and 

                                          C. the Participant’s RSUs earned following the date of such
termination in accordance with Section 2.2(i)(A) shall vest and become non-forfeitable
immediately upon being earned;

                            (ii)        upon a termination of the Participant’s employment (a) by the
Company without Cause (as defined in Section 4.1) or (b) by the Participant for Good Reason (as
defined in Section 4.1) on or after January 1, 2010, the following rules shall apply:

                                        A. the Participant may continue to earn the RSUs that would
have been earned (in accordance with Section 2.1 hereof) had the Participant remained employed
through the last day of the Severance Period, based on the attainment of performance targets with
respect to the Third Tranche Units, the Fourth Tranche Units and the Carryforward Units;
provided however, that the number of Fourth Tranch Units and Carryforward Units that may be
earned, if the Severance Period ends prior to January 1, 2011, shall equal (a) the number of RSUs
that would have been earned based on the attainment of performance targets described in Section
2.1(i)(D) and (E), as applicable, multiplied by (b) a fraction, the numerator of which is the
number of days in the calendar year that elapsed prior to such last day and the denominator of
which is 365,

                                        B.        the Participant’s RSUs earned on or prior to the date of
such termination shall vest and become non-forfeitable immediately upon such termination, and 

                                        C.        the Participant’s RSUs earned following the date of such
termination in accordance with Section 2.2(ii)(A) shall vest and become non-forfeitable
immediately upon being earned; 

                            (iii)       upon a termination of the Participant’s employment due to death or
Disability (as defined in Section 4.1), the following rules shall apply:

                                        A.        the Participant may earn, on the Earning Date next
following such date of such termination, the number of RSUs equal to (a) the number of RSUs
that would have been earned based on the attainment of performance targets for the calendar year
that includes the date of such termination, multiplied by (b) a fraction, the numerator of which is
the number of days in the calendar year that elapsed prior to such termination and the
denominator of which is 365, 

                                        B.        the Participant’s RSUs earned on or prior to the date of
such termination shall vest and become non-forfeitable immediately upon such termination, and

4

                                           C.      the Participant’s RSUs earned following the date of such
termination in accordance with Section 2.2(iii)(A) shall vest and become non-forfeitable
immediately upon being earned;

(iv)      upon a Change in Control (as defined in Section 4.1), any RSUs
earned on or prior to, but unvested as of, the date of the Change in Control shall immediately
vest and become non-forfeitable.

                     2.3      Effect of Termination of Employment on Earning and Vesting;
Forfeiture of Unvested RSUs. Unless otherwise determined by the Committee and after giving
effect to any applicable continuation or acceleration, as applicable, of earning and vesting
provided in Section 2.2 hereof, all RSUs that are both unearned and unvested shall cease to be
eligible to be vested and shall be forfeited as of the earlier of (i) the time of notification of the
termination of the Participant’s employment with the Company for Cause, (ii) the termination of
the Participant’s employment with the Company (which means the last date of actual
employment, even if a different date is used for administrative convenience in connection with
employee retirement, benefit or welfare plans) other than by the Company without Cause or by
the Participant for Good Reason, (iii) a Change in Control or (iv) the Fourth Earning Date.

                     2.4      Change in Control. Except as otherwise provided in this Agreement or
as the Committee may determine at the time of a Change in Control, the effect of a Change in
Control on the Participant’s RSUs is subject to Section 17 of the Plan.

ARTICLE III

PROCEDURES AFFECTING PAYMENT OF RESTRICTED STOCK UNITS

3.1  Payment of RSUs and Delivery of Stock. 

 (i) Vested RSUs will be settled on the earliest of the following (such
earliest date, the “Settlement Date”):

A.      the First Vesting Date (in the case of First Tranche Units);
the Second Vesting Date (in the case of Second Tranche Units) or the Final Vesting Date (in the
case of Third Tranche Units, Fourth Tranche Units and Carryforward Units), as applicable to
such RSUs; 

                                   B.      the date of a Change in Control (provided that such event
constitutes a “change in control” within the meaning of Code Section 409A), and

C.      the Earning Date next following the date of the

Participant’s death.

(ii)      RSUs will be paid to the Participant within 30 days following the
applicable Settlement Date (each such payment date, the “Delivery Date”). Vested RSUs will
be paid either wholly in Stock or wholly in cash (in an amount equal to the Fair Market Value of
such Stock on the Settlement Date). The determination of whether the Vested RSUs will be
settled in Stock or cash will be made by the Committee prior to the date the RSUs vest and, if the

5

RSUs are to be paid in shares of Stock and the Withholding Amount (as defined in Section 3.2)
is to be paid by selling shares of Stock, at a time when there is no material non-public
information. The payment of the RSUs may not be accelerated or deferred by either the
Company or the Participant except as explicitly permitted or required by Code Section 409A.

(iii)        Unless otherwise determined by the Company, each physical
certificate and each book entry, in each case relating to Stock deliverable as payment of the
RSUs may include such restrictive legends in such forms as the Company may deem convenient,
expedient, necessary or appropriate relating to applicable securities, tax or other laws or
applicable rules of any securities exchange or market. Transferability of such Stock may be
subject to pre-clearance, blackout, registration and other requirements and restrictions under the
Company’s insider trading and other compliance policies and procedures. Transfers of Stock by
executive officers should be reviewed in advance to determine if there would be any potential
liability for short-swing profits under Section 16(b) of the Securities Exchange Act of 1934.

3.2      Withholding of Taxes. 
 
           (i)       The Participant acknowledges and agrees that the Company has
the right to deduct from payments of any kind otherwise due to the Participant any federal, state,
local or other taxes of any kind required by law to be withheld with respect to the RSUs. On or
about the Settlement Date, the Company shall deliver written notice to the Participant of the
amount of withholding taxes due with respect to the payment of the RSUs; provided, however,
that the total tax withholding will be approximately the minimum required statutory withholding
(based on minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to such supplemental taxable income), as determined by the
Company.

(ii)       If the RSUs are settled in cash, the withholding amount will be
deducted from the cash paid to the Participant on the Delivery Date.

(iii)       If the RSUs are settled in Stock, the Participant shall be
required, and hereby consents to, sell, or arrange for the sale of, on the Delivery Date, at the then
prevailing market price, such number of shares of Stock underlying the RSUs as is sufficient to
generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding
obligations with respect to the income recognized by the Participant upon the settlement of the
RSUs and to promptly transfer such withholding amount to the Company in satisfaction of such
tax withholding obligations. The Participant agrees to execute and deliver, upon the request of
the Company, such documents, instruments and certificates as may reasonably be required in
connection with the sale of the shares of Stock pursuant to this Section 3.2(iii) and hereby
appoints the Company as the Participant’s attorney-in-fact with authority to take all of such
actions and execute all such documents on behalf of the Participant as the Company reasonably
deems necessary to effect such sales on the Participant’s behalf. The Participant and the
Company have structured this Agreement to constitute a “binding contract” relating to the sale of
Common Stock pursuant to this Section 3, consistent with the affirmative defense to liability
under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated
under such Act.

6

ARTICLE IV

MISCELLANEOUS

                            4.1        Definitions.

                                         (i)  “Cause” shall mean that the Company has “cause” to terminate
the Participant’s employment, as defined in the Employment Agreement between the Participant
and the Company, dated January 31, 2006 (the “Employment Agreement”).

(ii)  “Change in Control” shall mean: (a) the sale or disposition, in
one or a series of related transactions, of all or substantially all of the assets of NYFIX to any
“person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the
Exchange Act) other than Warburg Pincus Private Equity IX, L.P. or its Affiliates; (b) any
person or group, other than Warburg Pincus Private Equity IX, L.P. or its Affiliates, is or
becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of more than 50% of the total voting power of the voting stock of NYFIX
(or, if NYFIX is not the survivor, the survivor), including by way of merger, consolidation or
otherwise (other than an offering of Stock to the general public through a registration statement
filed with the Securities and Exchange Commission); or (c) any person or group, other than
Warburg Pincus Private Equity IX, L.P. or its Affiliates, is or becomes the beneficial owner,
directly or indirectly, of 35% or more of the combined voting power of NYFIX’s then
outstanding securities during any twelve-month period.

(iii)  “Disability” shall mean disability as determined by the
Committee in accordance with the standards and procedures similar to those under the
Company’s long-term disability plan, if any. If at any time that the Company does not maintain
a long-term disability plan, “Disability” shall mean any physical or mental disability which is
determined to be total and permanent by a doctor selected in good faith by the Committee.

(iv) “Good Reason” shall mean that the Participant has “good
reason” to terminate his employment, as defined in the Employment Agreement.

4.2 Notices. All notices, requests and demands to or upon the parties
hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered by hand, or
three days after being deposited in the mail, postage prepaid, or, in the case of telecopy or email
notice, when received, addressed as follows to the Company and the Participant, or to such other
address as may be hereafter notified by the parties hereto:

                                        (i)       If to the Company, to it at the following address:

                                                  NYFIX, Inc.
                                                  100 Wall Street - 26th Floor
                                                  New York, NY  1005
                                                  Attn:  General Counsel

7

                                      (ii)      If to the Participant, to his most recent primary residential
                                                address or business telecopy or email address as shown on the
                                                records of the Company.

4.3No Right To Continued Employment. The Participant acknowledges
and agrees that, notwithstanding the fact that the vesting of the RSUs is contingent upon his
continued employment by the Company, this Agreement does not constitute an express or
implied promise of continued employment or confer upon the Participant any rights with respect
to continued employment by the Company.

4.4Amendments and Conflicting Agreements. This Agreement may be
amended by a written instrument executed by the parties which specifically states that it is
amending this Agreement or by a written instrument executed by the Company which so states if
such amendment is not adverse to the Participant or relates to administrative matters.

4.5Governing Law and Interpretation. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed therein without regard to the conflicts of law principles
thereof. Whenever the word “including” is used herein, it shall be deemed to be followed by the
phrase “without limitation.” Unless otherwise specified herein, all determinations, consents,
elections, and other decisions by the Company, the Committee, or the Broker may be made,
withheld or delayed in its sole and absolute discretion.

4.6Code Section 409A. The parties recognize that certain provisions of
this Agreement may be affected by Code Section 409A and agree to negotiate in good faith to
amend this Agreement with respect to any changes necessary or advisable to comply with such
Code Section 409A.

4.7Titles. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.

4.8Counterparts. This Agreement may be executed in counterparts, which
together shall constitute one and the same instrument and which will be deemed effective
whether received in original form or by telecopy or other electronic means. Facsimile signatures
shall be as effective as original signatures.

4.9Construction. The construction of this Agreement is vested in the
Committee, and the Committee’s construction shall be final and conclusive on all Persons.

4.10Effective Date of Agreement. This Agreement is effective as of the
date the stockholders of NYFIX approve the Plan.

*           *            *

8

                     IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer.

NYFIX, INC.

By: /s/ Scott A. Bloom             
Name:  Scott A. Bloom           

PARTICIPANT’S ACCEPTANCE

The Participant acknowledges that he or she has read this Agreement, has
received and read the Plan, and understands the terms and conditions of this Agreement and the
Plan and hereby accepts the foregoing RSUs and agrees to be bound by the terms and conditions
of this Agreement and the Plan.

PARTICIPANT

/s/ Steven Vigliotti                  
Signed

9

EX-10

Exhibit 10.11

NYFIX, INC.
2001 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT

                    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”).

BACKGROUND

                    Pursuant to the terms of the NYFIX, Inc. 2001 Stock Option 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 grant of Nonqualified Options. 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.

The Plan allows the Company to provide rewards and incentives to certain
employees of the Company by, among other things, granting them opportunities to purchase shares
of Stock. The Committee has determined that it would be in the best interest of the Company and
its stockholders to grant the Options to the Participant under the Plan.

In consideration of the covenants and agreements set forth in this Agreement, the
Participant and NYFIX hereby agree as follows:

ARTICLE I

GRANT OF OPTIONS

1.1     Grant of Options. The Participant is hereby granted Nonqualified Options
representing the right to purchase 118,631 shares of Stock subject to the restrictions and conditions
set forth in this Agreement. References in this Agreement to “Option” and “Options” mean the
options granted hereby, individually and in the aggregate.

1.2    Option Price. The purchase price of each share of Stock underlying the
Options is $4.60 per share (the “Option Price”), which is the same as the Fair Market Value of
a share of Stock on the Date of Grant. 

1.3     Grant Information. The Options have been granted under the Plan. The
Committee authorized the grant of the Options on October 2, 2007.

ARTICLE II

EXERCISABILITY OF OPTIONS

All of the Options are unvested on the Date of Grant. Options shall vest upon, but
only upon, the earliest to occur of the events described in Section 2.1, 2.2 or 2.3 and shall become
exercisable as described in Section 2.4, in each case subject to the limitations set forth in Section
2.5. All unvested Options shall be forfeitable as set forth in Section 2.5 and shall be non-
transferable as set forth in Section 5.2. All shares of Stock issued upon exercise of Options shall be
transferable, although:

           (a)     transferability may be subject to pre-clearance, blackout, registration
and other requirements and restrictions under the Company’s insider trading and other compliance
policies and procedures; and

           (b)     transfers by executive officers should be reviewed in advance to
determine if there would be any potential liability for short-swing profits under Section 16(b) of the
Securities Exchange Act of 1934.

2.1     Time Vesting. If not sooner vested and unless previously forfeited pursuant
to Section 2.5, all of the Options shall vest based on the passage of time as follows:

(i)      25% of the Options shall vest on March 10, 2008; and

                               (ii)     the remaining 75% of the Options shall vest ratably on the 10^th day of
each month over the next 36 months such that 100% of the Options are vested on March 10, 2011.

If a partial Option would vest on any date, the total number of Options vesting
on such date shall be rounded up to the nearest whole Option.

2.2     Accelerated and Continued Vesting. If not sooner vested and exercisable,
and unless previously cancelled pursuant to Section 2.5 or 4.2,

(i)     all of the Options shall vest and become immediately exercisable
upon a termination of the Participant’s employment (a) by the Company without Cause (as defined
in Section 5.1) or (b) by the Participant for Good Reason (as defined in Section 5.1), in either case
within one year following a Change in Control (as defined in Section 5.1); and

(ii)    following a termination of the Participant’s employment (a) by the
Company without Cause or (b) by the Participant for Good Reason, in either case prior to or more
than one year following a Change in Control, the Participant’s Options that would have vested
through the month that includes the last day of the period for which the Participant receives
severance, if any, following such termination (the “Severance Period”), shall immediately vest.

2.3     Discretionary Vesting and Exercisability. The Committee may accelerate the
vesting of any or all of the Options at any time and for any reason.

2

2.4     Exercise; Restriction on Exercise. No unvested Options shall be exercisable.
All vested Options shall become exercisable at the time they first vest and shall cease to be
exercisable at the time they expire and are forfeited as provided in Section 2.5 or Article IV.

2.5     Effect of Termination of Employment on Vesting; Expiration of Unvested
Options. All unvested Options expire upon the earliest to occur of:

(i)     the time of notification of the termination of the Participant’s
employment by the Company for Cause;

           (ii)    termination of the Participant’s employment for any reason other than
Cause or, if later, the expiration of the Severance Period, if applicable; and

  (iii)   expiration as provided in Section 4.1.

ARTICLE III

EXERCISE OF OPTIONS

3.1     Person Who Can Exercise. Exercisable Options may only be exercised by the
Participant, except that, in the event of the Disability of the Participant, those Options may be
exercised by the Participant’s legal guardian or legal representative and, in the event of death, those
Options may be exercised by the executor or administrator of the Participant’s estate or the person
or persons to whom the Participant’s rights under those Options pass by will or the laws of descent
and distribution.

3.2     Procedure for Exercise. Exercisable Options may be exercised in whole or in
part with respect to any portion thereof that is exercisable. To exercise an exercisable Option, the
Participant (or such other person who shall be permitted to exercise that Option as set forth in
Section 3.1) must complete, sign and deliver to the Company an exercise notice in a form to be
provided by the Company together with payment in full of the Option Price multiplied by the
number of shares of Stock with respect to which that Option is exercised, in accordance with the
option exercise procedures of the Company as in effect from time to time. The right to exercise any
Option shall be subject to the satisfaction of all conditions set forth in such form of exercise notice.
Payment of the Option Price shall be made in cash (including check, bank draft or money order).
The Participant’s right to exercise the Option shall be subject to the satisfaction of all conditions set
forth in such exercise notice.

3.3      Withholding of Taxes.

(i)     The Company shall withhold or deduct from any or all payments or amounts
due to or held for the Participant (or such other person who may be permitted to exercise Options as
set forth in Section 3.1), whether due from the Company or held in the account of the Participant (or
such other person) at any broker facilitating the exercise of Options, or secure payment from the
Participant of, an amount (the “Withholding Amount”) equal to all taxes (including unemployment
(including FUTA), social security and medical (including FICA), and other governmental charges of
any kind as well as income and other taxes) required under any applicable law to be withheld or
deducted with respect to any and all taxable income and other amounts attributable to the Options.

3

                    (ii)      The Withholding Amount shall be determined by the Company.

(iii)    Immediately upon request by the Company, the Participant a grees to
pay all, or a portion if so requested by the Company, of the Withholding Amount to the Company in
cash.

(iv)     The timing of withholding or deduction from such payments or
amounts shall be determined by the Company.

ARTICLE IV

EXPIRATION OF OPTIONS

4.1     Expiration. Vested and unvested Options shall expire at 5:00 p.m., Eastern
Daylight Time on October 2, 2017.

4.2     Earlier Expiration. Notwithstanding Section 4.1, unless otherwise
determined by the Committee, Options shall be forfeited and shall expire on the earliest to occur of
the following:

(i)      all unvested Options shall expire as provided in Section 2.5;

(ii)    upon the Participant’s termination of employment by the Company for Cause,
all vested Options shall expire immediately at the time notice of such termination is
given (unless otherwise determined by the Company in its sole discretion);

(iii)    upon the Participant’s termination of employment by the Company
without Cause or the Participant’s resignation from employment with the Company other than in
connection with death or Disability, all vested Options shall expire upon the earlier of (a) the
ninetieth day following the date of such termination or (b) the expiration of the Options under
Section 4.1; and

(iv)    upon the Participant’s termination of employment due to the
Participant’s death or Disability, all vested Options shall expire upon the earlier of (a) the 12 month
anniversary of the date of such termination or (b) the expiration of the Options under Section 4.1.

4.3     Cancellation. Vested and unvested Options which expire unexercised shall
be treated as cancelled.

4.4     Effective Date. For purposes hereof, except as otherwise set forth in Sections
2.5 and 4.2, the date of resignation or termination of employment means the last date of actual
employment, even if a different date is used for administrative convenience in connection with
employee retirement, benefit or welfare plans.

4

ARTICLE V

MISCELLANEOUS

                    5.1     Definitions.

(i) “Cause” shall mean that the Company has “cause” to terminate the
Participant’s employment, as defined in the Employment Agreement between the Participant and
the Company dated January 31, 2006 (the “Employment Agreement”).

           (ii) “Change in Control” shall mean: (a) the sale or disposition, in one or
a series of related transactions, of all or substantially all of the assets of NYFIX to any “person” or
“group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other
than Warburg Pincus Private Equity IX, L.P. or its Affiliates; (b) any person or group, other than
Warburg Pincus Private Equity IX, L.P. or its Affiliates, is or becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50%
of the total voting power of the voting stock of NYFIX (or, if NYFIX is not the survivor, the
survivor), including by way of merger, consolidation or otherwise (other than an offering of Stock
to the general public through a registration statement filed with the Securities and Exchange
Commission); or (c) any person or group, other than Warburg Pincus Private Equity IX, L.P. or its
Affiliates, is or becomes the beneficial owner, directly or indirectly, of 35% or more of the
combined voting power of NYFIX’s then outstanding securities during any twelve-month period.

           (iii) “Disability” shall mean disability as determined by the Committee in
accordance with the standards and procedures similar to those under the Company’s long-term
disability plan, if any. If at any time that the Company does not maintain a long-term disability
plan, “Disability” shall mean any physical or mental disability which is determined to be total and
permanent by a doctor selected in good faith by the Committee.

           (iv) “Good Reason” shall mean that the Participant has “good reason” to
terminate his employment, as defined in the Employment Agreement.

5.2     Options Not Transferable. Options may not be transferred (other than by will
or laws of descent and distribution). Any attempt to effect a transfer of Options that is not permitted
by the Plan or this Agreement shall be null and void.

5.3     Section 409A of the Code. The parties recognize that certain provisions of
this Agreement may be affected by Section 409A of the Code and agree to negotiate in good faith to
amend this Agreement with respect to any changes necessary or advisable to comply with Section
409A of the Code.

5.4     Section 162(m) of the Code. The Options were granted in a manner intended
to meet the requirements of “qualified performance based compensation” under Section 162(m) of
the Code.

5.5     Notices. All notices, requests and demands to or upon the parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand, or three days
after being deposited in the mail, postage prepaid, or, in the case of telecopy or email notice, when

5

received, addressed as follows to the Company and the Participant, or to such other address as may
be hereafter notified by the parties hereto:

(i)	If to the Company, to it at the following address:
	NYFIX, Inc. 100 Wall Street - 26th Floor New York, NY 10005 Attn: General Counsel

                              (ii)     If to the Participant, to his most recent primary residential address or
business telecopy or email address as shown on the records of the Company.

5.6     No Right To Continued Employment. The Participant acknowledges and
agrees that, notwithstanding the fact that the vesting of the Options is contingent upon his continued
employment by the Company, this Agreement does not constitute an express or implied promise of
continued employment or confer upon the Participant any rights with respect to continued
employment by the Company.

5.7     Amendments and Conflicting Agreements. This Agreement may be amended
by a written instrument executed by the parties which specifically states that it is amending this
Agreement or by a written instrument executed by the Company which so states if such amendment
is not adverse to the Participant or relates to administrative matters.

5.8     Governing Law and Interpretation. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware applicable to contracts
made and to be performed therein without regard to the conflicts of law principles thereof.
Whenever the word “including” is used herein, it shall be deemed to be followed by the phrase
“without limitation.” Unless otherwise specified herein, all determinations, consents, elections, and
other decisions by the Committee may be made, withheld, or delayed in its sole and absolute
discretion.

5.9      Titles. Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.

5.10    Counterparts. This Agreement may be executed in counterparts, which
together shall constitute one and the same instrument and which will be deemed effective whether
received in original form or by telecopy, or other electronic means. Facsimile signatures shall be as
effective as original signatures.

5.11    Construction. The construction of this Agreement is vested in the
Committee, and the Committee’s construction shall be final and conclusive on all persons.

* * *

6

                    IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer.

NYFIX, INC.

By:  /s/ Scott A. Bloom       
Name: Scott A. Bloom        

PARTICIPANT’S ACCEPTANCE

                    The Participant acknowledges that he has read this Agreement, has received and read
the Plan, and understands the terms and conditions of this Agreement and the Plan and hereby
accepts the foregoing Options and agrees to be bound by the terms and conditions of this
Agreement and the Plan.

                         PARTICIPANT

                        /s/ Steven  Vigliotti                   
                        Signed

7

EX-10

Exhibit 10.12

NYFIX, INC.
2007 OMNIBUS EQUITY COMPENSATION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT

          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”).

BACKGROUND

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 Nonqualified Stock Option 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.

The Plan allows the Company to provide rewards and incentives to certain
employees of the Company by, among other things, granting them opportunities to purchase shares
of Stock. The Committee has determined that it would be in the best interest of the Company and
its stockholders to grant the Options to the Participant under the Plan.

In consideration of the covenants and agreements set forth in this Agreement, and
intending to be legally bound hereby, the Participant and NYFIX hereby agree as follows:

ARTICLE 1

GRANT OF OPTIONS

1.1     Grant of Options. The Participant is hereby granted Nonqualified Stock
Options representing the right to purchase 30,000 shares of Stock subject to the restrictions and
conditions set forth in this Agreement. References in this Agreement to “Option” and “Options”
mean the options granted hereby, individually and in the aggregate.

1.2     Option Price. The Option Price of the Options is $4.60 per share, which
is the same as the Fair Market Value of a share of Stock on the Date of Grant. 

1.3     Grant Information. The Options have been granted under the Plan. The
Committee authorized the grant of the Options on the Date of Grant.

ARTICLE 2

EXERCISABILITY OF OPTIONS

All of the Options are unvested on the Date of Grant. Options shall vest upon, but
only upon, the earliest to occur of the events described in Section 2.1, 2.2 or 2.3 and shall become

exercisable as described in Section 2.5, in each case subject to the limitations set forth in Section
2.5. All unvested Options shall be forfeitable as set forth in Section 2.5 and shall be non-
transferable as set forth in Section 5.2. All shares of Stock issued upon exercise of Options shall be
transferable, although:

(a)     transferability may be subject to pre-clearance, blackout, registration
and other requirements and restrictions under the Company’s insider trading and other compliance
policies and procedures; and

(b)     transfers by executive officers should be reviewed in advance to
determine if there would be any potential liability for short-swing profits under Section 16(b) of the
Securities Exchange Act of 1934.

2.1     Time Vesting. If not sooner vested and unless previously forfeited pursuant
to Section 2.5, all of the Options shall vest based on the passage of time as follows:

(i)      25% of the Options shall vest on March 10, 2008; and

(ii)     the remaining 75% of the Options shall vest ratably on the 10^th day of
each month over the next 36 months such that 100% of the Options are vested on March 10, 2011.

If a partial Option would vest on any date, the total number of Options vesting on
such date shall be rounded up to the nearest whole Option.

2.2     Accelerated Vesting. If not sooner vested and exercisable, and unless
previously cancelled pursuant to Section 2.5 or 4.2, all of the Options shall vest and become
immediately exercisable upon a termination of the Participant’s employment (i) by the Company
without Cause (as defined in 5.1), or (ii) by the Participant for Good Reason (as defined in Section
5.1), in either case within one year following Change in Control.

2.3     Discretionary Vesting and Exercisability. The Committee may accelerate the
vesting of any or all of the Options at any time and for any reason.

2.4     Exercise; Restriction on Exercise. No unvested Options shall be exercisable.
All vested Options shall become exercisable at the time they first vest and shall cease to be
exercisable at the time they expire and are forfeited as provided in Section 2.5 or Article 4.

2.5     Effect of Termination of Employment on Vesting; Expiration of Unvested
Options. All unvested Options expire upon the earliest to occur of:

(i)     the time of notification of the termination of the Participant’s
employment by the Company for Cause;

           (ii)    termination of Participant’s employment for any reason other than
Cause; and

                               (iii)   expiration as provided in Section 4.1.

2

          2.6     Change in Control. Except as otherwise provided in this Agreement, the effect of a
Change in Control on the Participant’s Options is subject to Section 17 of the Plan.

ARTICLE 3

EXERCISE OF OPTIONS

3.1     Person Who Can Exercise. Exercisable Options may only be exercised by
the Participant, except that, in the event of the Disability of the Participant, those Options may be
exercised by the Participant’s legal guardian or legal representative and, in the event of death, those
Options may be exercised by the executor or administrator of the Participant’s estate or the Person
or Persons to whom the Participant’s rights under those Options pass by will or the laws of descent
and distribution.

3.2     Procedure for Exercise. Exercisable Options may be exercised in whole or in
part with respect to any portion thereof that is exercisable. To exercise an exercisable Option, the
Participant (or such other Person who shall be permitted to exercise that Option as set forth in
Section 3.1) must complete, sign and deliver to the Company an exercise notice in a form to be
provided by the Company together with payment in full of the Option Price multiplied by the
number of shares of Stock with respect to which that Option is exercised, in accordance with the
option exercise procedures of the Company as in effect from time to time. The right to exercise any
Option shall be subject to the satisfaction of all conditions set forth in such form of exercise notice.
Payment of the Option Price shall be made in cash (including check, bank draft or money order).
The Participant’s right to exercise the Option shall be subject to the satisfaction of all conditions set
forth in such exercise notice.

3.3     Withholding of Taxes.

(i)     The Company shall withhold or deduct from any or all payments or 
amounts due to or held for the Participant (or such other Person who may be permitted to exercise
Options as set forth in Section 3.1), whether due from the Company or held in the account of the
Participant (or such other Person) at any broker facilitating the exercise of Options, or secure
payment from the Participant of, an amount (the “Withholding Amount”) equal to all taxes
(including unemployment (including FUTA), social security and medical (including FICA), and
other governmental charges of any kind as well as income and other taxes) required under any
applicable law to be withheld or deducted with respect to any and all taxable income and other
amounts attributable to the Options.

(ii)      The Withholding Amount shall be determined by the Company.

(iii)     Immediately upon request by the Company, the Participant agrees to
pay all, or a portion if so requested by the Company, of the Withholding
Amount to the Company in cash.

(iv)     The timing of withholding or deduction from such payments or
amounts shall be determined by the Company.

3

ARTICLE 4

EXPIRATION OF OPTIONS

4.1     Expiration. Vested and unvested Options shall expire at 5:00 p.m., Eastern
Daylight Time on October 2, 2017.

4.2     Earlier Expiration. Notwithstanding Section 4.1, upon the earliest to occur of
the following:

(i)   all unvested Options shall expire as provided in Section 2.5;

                              (ii)  upon the Participant’s termination of employment by the Company for
Cause, all vested Options shall expire immediately at the time notice of such termination is
given (unless otherwise determined by the Company in its sole discretion);

(iii)   upon the Participant’s termination of employment by the Company
without Cause or the Participant’s resignation from employment with the Company other than in
connection with death or Disability, all vested Options shall expire upon the earlier of (a) the
ninetieth day following the date of such termination or (b) the expiration of the Options under
Section 4.1; and

(iv)    upon the Participant’s termination of employment due to the
Participant’s death or Disability, all vested Options shall expire upon the earlier of (a) the 12-month
anniversary of the date of such termination or (b) the expiration of the Options under Section 4.1. 

          4.3      Cancellation. Vested and unvested Options which expire unexercised shall
be treated as cancelled.

4.4     Effective Date. For purposes hereof, except as otherwise set forth in Sections
2.5 and 4.2, the date of resignation or termination of employment means the last date of actual
employment, even if a different date is used for administrative convenience in connection with
employee retirement, benefit or welfare plans.

ARTICLE 5

MISCELLANEOUS

5.1      Definitions.

(i)     “Cause” shall mean that the Company has “cause” to terminate the Participant’s employment upon:

(a)     gross neglect or willful misconduct which is or is
reasonably expected to be materially and demonstrably injurious to the Company or its customers or
vendors; material breach by the Participant of his confidentiality, non-competition or non-
solicitation obligations owed to the Company; or willful and continuing refusal or continuing failure
(in either case other than due to death or Disability) by the Participant to substantially perform his
duties or responsibilities for or owed to the Company; or

4

(b)     conviction of or plea of guilty or no contest by the
Participant to a felony or a crime of moral turpitude.

(ii)     “Disability” shall mean disability as determined by the Committee
in accordance with the standards and procedures similar to those under the Company’s long-term
disability plan, if any. If at any time that the Company does not maintain a long-term disability
plan, “Disability” shall mean any physical or mental disability which is determined to be total and
permanent by a doctor selected in good faith by the Committee. 

(iii)     “Good Reason” shall mean that the Participant has “good reason” to
terminate his employment upon the occurrence of any of the following events without the
Participant’s prior written consent: (a) a material reduction in the Participant’s base salary or annual
bonus incentive; (b) the assignment of duties materially inconsistent with the Participant’s position
or a material reduction in the Participant's responsibilities or authority (in each case in this Clause
b), so long as notice that Good Reason has occurred is given by the Participant to the Company
within 6 months (or such longer period as the Company may allow) after such occurrence and
further provided the Company has not cured the circumstances giving rise to the Good Reason
within 10 days of receipt of such notice); or (c) the requirement that the Participant relocate his
principal place of employment to a location more than 50 miles from the Participant’s current
location.

5.2     Options Not Transferable. Options may not be transferred (other than by will
or laws of descent and distribution). Any attempt to effect a transfer of Options that is not permitted
by the Plan or this Agreement shall be null and void.

5.3     Code Section 409A. The parties recognize that certain provisions of this
Agreement may be affected by Code Section 409A and agree to negotiate in good faith to amend
this Agreement with respect to any changes necessary or advisable to comply with Code Section
409A.

5.4     Notices. All notices, requests and demands to or upon the parties hereto to be
effective shall be in writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand, or three days
after being deposited in the mail, postage prepaid, or, in the case of telecopy or email notice, when
received, addressed as follows to the Company and the Participant, or to such other address as may
be hereafter notified by the parties hereto:

5

(i)	If to the Company, to it at the following address:
	NYFIX, Inc. 100 Wall Street - 26th Floor New York, NY 10005 Attn: General Counsel

          (ii)     If to the Participant, to his most recent primary residential address
or business telecopy or email address as shown on the records of the Company.

5.5    No Right to Continued Employment. The Participant acknowledges and
agrees that, notwithstanding the fact that the vesting of the Options is contingent upon his continued
employment by the Company, this Agreement does not constitute an express or implied promise of
continued employment or confer upon the Participant any rights with respect to continued
employment by the Company.

5.6     Stockholder Approval of the Plan. In the event that the stockholders of
NYFIX do not approve the Plan, this Agreement shall continue to be governed by the terms of the
Plan.

5.7     Amendments and Conflicting Agreements. This Agreement may be amended
by a written instrument executed by the parties which specifically states that it is amending this
Agreement or by a written instrument executed by the Company which so states if such amendment
is not adverse to the Participant or relates to administrative matters.

5.8     Governing Law and Interpretation. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware applicable to contracts
made and to be performed therein without regard to the conflicts of law principles thereof.
Whenever the word “including” is used herein, it shall be deemed to be followed by the phrase
“without limitation.” Unless otherwise specified herein, all determinations, consents, elections, and
other decisions by the Committee may be made, withheld, or delayed in its sole and absolute
discretion.

5.9     Titles. Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.

5.10    Counterparts. This Agreement may be executed in counterparts, which
together shall constitute one and the same instrument and which will be deemed effective whether
received in original form or by telecopy or other electronic means. Facsimile signatures shall be as
effective as original signatures.

5.11    Construction. The construction of this Agreement is vested in the
Committee, and the Committee’s construction shall be final and conclusive on all Persons.

* * *

6

IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer.

NYFIX, INC.

By:  /s/ Scott A. Bloom       
Name:  Scott A. Bloom      

PARTICIPANT’S ACCEPTANCE

The Participant acknowledges that he has read this Agreement, has received and read
the Plan, and understands the terms and conditions of this Agreement and the Plan and hereby
accepts the foregoing Options and agrees to be bound by the terms and conditions of this
Agreement and the Plan.

PARTICIPANT

Signed  /s/ Brian Bellardo     

7

EX-10

Exhibit 10.13

NYFIX, INC.
2007 OMNIBUS EQUITY COMPENSATION PLAN
RESTRICTED STOCK UNIT AGREEMENT

                    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”).

BACKGROUND

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:

ARTICLE I

GRANT OF RESTRICTED STOCK UNITS

1.1     Grant of RSUs. The Participant is hereby granted 7,500 restricted stock
units (the “Restricted Stock Units” or “RSUs”) subject to the restrictions and conditions set forth
in this Agreement. Each RSU represents the right to receive one share of Stock or the Fair
Market Value of one share of Stock as of the Settlement Date (as defined in Section 3.1) .

1.2     Grant Information. The RSUs have been granted under the Plan. The
Committee authorized the grant of the RSUs on October 2, 2007.

ARTICLE II

VESTING OF RESTRICTED STOCK UNITS

All of the RSUs are unvested. RSUs shall vest upon, but only upon, the earliest to
occur of the events described in Section 2.1 or 2.2, in each case subject to the limitations set
forth in Section 2.3. All unvested RSUs shall be forfeitable as set forth in Section 2.3. All
vested RSUs shall become non-forfeitable at the time they first vest. RSUs are not transferable
at anytime.

2.1     Time Vesting. If not sooner vested and unless previously forfeited
pursuant to Section 2.3, all of the RSUs shall vest and become transferable and non-forfeitable
based on the passage of time according to the following vesting schedule:

Number of Shares	Vesting Date
Twenty-five percent of the RSUs	March 10, 2008
Twenty-five percent of the RSUs	March 10, 2009
Twenty-five percent of the RSUs	March 10, 2010
Twenty-five percent of the RSUs	March 10, 2011

                    If a partial RSU would vest on any date, the total number of RSUs vesting on
such date shall be rounded up to the nearest whole unit.

2.2     Accelerated Vesting. The Committee may accelerate the vesting of any
or all of the RSUs at any time and for any reason. Notwithstanding anything contained herein to
the contrary, unless previously forfeited pursuant to Section 2.3, the RSUs shall become fully
and immediately vested and non-forfeitable upon a termination of the Participant’s employment
(i) by the Company without Cause (as defined in Section 4.1) or (ii) by the Participant for Good
Reason (as defined in Section 4.1), in either case, within one year following Change in Control.

2.3     Effect of Termination of Employment on Vesting; Forfeiture of Unvested
RSUs. Unless otherwise determined by the Committee and after giving effect to any applicable
acceleration of vesting provided in Section 2.2 hereof, all unvested RSUs shall cease to vest and
shall be forfeited upon the earlier of (i) the time of notification of the termination of the
Participant’s employment with the Company for Cause or (ii) the termination of the Participant’s
employment with the Company (which means the last date of actual employment, even if a
different date is used for administrative convenience in connection with employee retirement,
benefit or welfare plans) other than by the Company without Cause.

2.4     Change in Control. Except as otherwise provided in this Agreement, the
effect of a Change in Control on the RSUs is subject to Section 17 of the Plan.

ARTICLE III

PROCEDURES AFFECTING RSUS

3.1      Payment of RSUs and Delivery of Stock Units.

                             (i)     RSUs will be paid within 30 days following the date such RSUs
vest (the “Delivery Date”). RSUs will be paid either wholly in Stock or wholly in cash (in an
amount equal to the Fair Market Value of such Stock on the date the RSUs vest). The
determination of whether the vested RSUs will be settled in Stock or cash will be made by the
Committee prior to the date such RSUs vest and, if the RSUs are to be paid in shares of Stock
and the Withholding Amount (as defined in Section 3.2) is to be paid by selling shares of Stock,
at a time when there is no material non-public information. The payment of the RSUs may not
be accelerated or deferred by either the Company or the Participant except as explicitly permitted
or required by Code Section 409A.

2

(ii)     Unless otherwise determined by the Company, each physical
certificate and each book entry, in each case relating to Stock deliverable as payment of the
RSUs may include such restrictive legends in such forms as the Company may deem convenient,
expedient, necessary or appropriate relating to applicable securities, tax or other laws or
applicable rules of any securities exchange or market. Transferability of such Stock may be
subject to pre-clearance, blackout, registration and other requirements and restrictions under the
Company’s insider trading and other compliance policies and procedures. Transfers of Stock by
executive officers should be reviewed in advance to determine if there would be any potential
liability for short-swing profits under Section 16(b) of the Securities Exchange Act of 1934.

3.2      Withholding of Taxes.

(i)     The Participant acknowledges and agrees that the Company has the
right to deduct from payments of any kind otherwise due to the Participant any federal, state,
local or other taxes of any kind required by law to be withheld with respect to the RSUs. On or
about the date the RSUs vest, the Company shall deliver written notice to the Participant of the
amount of withholding taxes due with respect to the payment of the RSUs; provided, however,
that the total tax withholding will be approximately the minimum required statutory withholding
(based on minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to such supplemental taxable income), as determined by the
Company.

(ii)    If the RSUs are settled in cash, the withholding amount will be
deducted from the cash paid to the Participant on the Delivery Date.

(iii)   If the RSUs are settled in Stock, the Participant shall be required,
and hereby consents to, sell, or arrange for the sale of, on the Delivery Date, at the then
prevailing market price, such number of shares of Stock underlying the RSUs as is sufficient to
generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding
obligations with respect to the income recognized by the Participant upon the settlement of the
RSUs and to promptly transfer such withholding amount to the Company in satisfaction of such
tax withholding obligations. The Participant agrees to execute and deliver, upon the request of
the Company, such documents, instruments and certificates as may reasonably be required in
connection with the sale of the shares of Stock pursuant to this Section 3.2(iii), and hereby
appoints the Company as the Participant’s attorney-in-fact with authority to take all of such
actions and execute all such documents on behalf of the Participant as the Company reasonably
deems necessary to effect such sales on the Participant’s behalf. The Participant and the
Company have structured this Agreement to constitute a “binding contract” relating to the sale of
Common Stock pursuant to this Section 3, consistent with the affirmative defense to liability
under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated
under such Act.

3

ARTICLE IV

MISCELLANEOUS

4.1      Definitions.

(i) “Cause” shall mean that the Company has “cause” to terminate the
Participant’s employment upon: (a) gross neglect or willful misconduct which is or is reasonably
expected to be materially and demonstrably injurious to the Company or its customers or
vendors; material breach by the Participant of his confidentiality, non-competition or non-
solicitation obligations owed to the Company; or willful and continuing refusal or continuing
failure (in either case other than due to death or Disability) by the Participant to substantially
perform his duties or responsibilities for or owed to the Company; or (b) conviction of or plea of
guilty or no contest by the Participant to a felony or a crime of moral turpitude.

(ii) “Disability” shall mean disability as determined by the
Committee in accordance with the standards and procedures similar to those under the
Company’s long-term disability plan, if any. If at any time that the Company does not maintain
a long-term disability plan, “Disability” shall mean any physical or mental disability which is
determined to be total and permanent by a doctor selected in good faith by the Committee.

(iii) “Good Reason” shall mean that the Participant has “good reason”
to terminate his employment upon the occurrence of any of the following events without the
Participant’s prior written consent: (a) a material reduction in the Participant’s base salary or
annual bonus incentive; (b) the assignment of duties materially inconsistent with the Participant’s
position or a material reduction in the Participant's responsibilities or authority (in each case in
this clause b), so long as notice that Good Reason has occurred is given by the Participant to the
Company within 6 months (or such longer period as the Company may allow) after such
occurrence and further provided the Company has not cured the circumstances giving rise to the
Good Reason within 10 days of receipt of such notice); or (c) the requirement that the Participant
relocate his principal place of employment to a location more than 50 miles from the
Participant’s current location.

4.2     Notices. All notices, requests and demands to or upon the parties hereto
to be effective shall be in writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered by hand, or
three days after being deposited in the mail, postage prepaid, or, in the case of telecopy or email
notice, when received, addressed as follows to the Company and the Participant, or to such other
address as may be hereafter notified by the parties hereto:

(i)	If to the Company, to it at the following address:
	NYFIX, Inc. 100 Wall Street - 26th Floor New York, NY 10005 Attn: General Counsel

4

(ii)     If to the Participant, to his most recent primary residential address
or business telecopy or email address as shown on the records of the Company.

4.3     No Right To Continued Employment. The Participant acknowledges and
agrees that, notwithstanding the fact that the vesting of the RSUs is contingent upon his
continued employment by the Company, this Agreement does not constitute an express or
implied promise of continued employment or confer upon the Participant any rights with respect
to continued employment by the Company.

4.4     Stockholder Approval of the Plan. In the event that the stockholders of
NYFIX do not approve the Plan, this Agreement shall continue to be governed by the terms of
the Plan.

4.5     Amendments and Conflicting Agreements. This Agreement may be
amended by a written instrument executed by the parties which specifically states that it is
amending this Agreement or by a written instrument executed by the Company which so states if
such amendment is not adverse to the Participant or relates to administrative matters.

4.6     Governing Law and Interpretation. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed therein without regard to the conflicts of law principles
thereof. Whenever the word “including” is used herein, it shall be deemed to be followed by the
phrase “without limitation.” Unless otherwise specified herein, all determinations, consents,
elections and other decisions by the Company, the Committee, or the Broker may be made,
withheld or delayed in its sole and absolute discretion.

4.7     Code Section 409A. The parties recognize that certain provisions of this
Agreement may be affected by Code Section 409A and agree to negotiate in good faith to amend
this Agreement with respect to any changes necessary or advisable to comply with such Code
Section 409A.

4.8     Titles. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.

4.9     Counterparts. This Agreement may be executed in counterparts, which
together shall constitute one and the same instrument and which will be deemed effective
whether received in original form or by telecopy or other electronic means. Facsimile signatures
shall be as effective as original signatures.

4.10    Construction. The construction of this Agreement is vested in the Committee,
and the Committee’s construction shall be final and conclusive on all Persons.

* * * 

5

                    IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer.

    NYFIX, INC.                            

By: /s/ Scott A. Bloom            
  Name:/s/ Scott A. Bloom          

PARTICIPANT’S ACCEPTANCE

                    The Participant acknowledges that he has read this Agreement, has received and
read the Plan, and understands the terms and conditions of this Agreement and the Plan and
hereby accepts the foregoing RSUs and agrees to be bound by the terms and conditions of this
Agreement and the Plan.

                                                                                                   PARTICIPANT                     

                                                                                               By: /s/ Brian Bellardo           
                                                                                                  Name: Brian Bellardo              

6

EX-10

Exhibit 10.15

NYFIX, INC.
2007 OMNIBUS EQUITY COMPENSATION PLAN
MODEL
RESTRICTED STOCK UNIT AGREEMENT
[Performance Based Vesting]

                     Restricted Stock Unit Agreement (this “Agreement”), dated as of _________ __, 2007, between NYFIX, Inc. (“NYFIX”) and _______________________ (the “Participant 8;).  

BACKGROUND

                     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:

ARTICLE I

GRANT OF RESTRICTED STOCK UNITS

                    1.1Grant of RSUs. The Participant is hereby granted  _______________
restricted stock units (the “Restricted Stock Units” or “RSUs”) subject to the restrictions and
conditions set forth in this Agreement and subject to the approval of the Plan by the stockholders
of NYFIX. Each RSU represents the right to receive one share of Stock or the Fair Market
Value of one share of Stock as of the Settlement Date (as defined in Section 3.1) .

                    1.2Grant Information. The RSUs have been granted under the Plan. The
Board or the Committee authorized the grant of the RSUs on  ____________.

ARTICLE II

EARNING AND VESTING OF RESTRICTED STOCK UNITS

                    All of the RSUs are unvested. RSUs shall be earned and vest upon, but only
upon, the earliest to occur of the events described in Section 2.1 or 2.2, in each case subject to
the limitations set forth in Section 2.3. All unvested RSUs shall be forfeitable as set forth in
Section 2.3. All vested RSUs shall become non-forfeitable at the time they first vest. RSUs are
not transferable at any time.

2.1      (i)     Performance Targets for Earning RSUs. If not sooner vested in
accordance with Section 2.2 and unless previously forfeited pursuant to Section 2.3: ¹

                                        A.First Year Earning. Up to twenty-five percent (25%) of the
RSUs (the “First Tranche Units”) may be earned on March 10, 2008 (the “First Earning Date”).
The measures, which will pertain to performance during calendar year 2007, and a schedule of
the number of RSUs that may be earned based on attainment of such measures (which are
determined by the Committee) will be delivered to the Participant at the time, or shortly after,
this Agreement is executed. Any First Tranche Units that are unearned as of March 10, 2008
shall continue to be unearned.

B.Second Year Earning. Up to twenty-five percent (25%) of
the RSUs (the “Second Tranche Units”) may be earned on March 10, 2009 (the “Second Earning
Date”) based on attainment of measures for the calendar year 2008 determined by the
Committee. The measures and a schedule of the number of RSUs that may be earned based on
attainment of such measures will be delivered to the Participant in writing by March 31, 2008.
Any Second Tranche Units that are unearned as of March 10, 2009 shall continue to be unearned.

C.Third Year Earning. Up to twenty-five percent (25%) of the
RSUs (the “Third Tranche Units”) may be earned on March 10, 2010 (the “Third Earning Date”)
based on attainment of measures for the calendar year 2009 determined by the Committee. The
measures and a schedule of the number of RSUs that may be earned based on attainment of such
measures will be delivered to the Participant in writing by March 31, 2009. Any Third Tranche
Units that are unearned as of March 10, 2010 shall continue to be unearned. 

D.Fourth Year Earning. Up to twenty-five percent (25%) of
the RSUs (the “Fourth Tranche Units”) may be earned on March 10, 2011 (the “Fourth Earning
Date”) based on attainment of measures for the calendar year 2010 determined by the
Committee. The measures and a schedule of the number of RSUs that may be earned based on
attainment of such measures will be delivered to the Participant in writing by March 31, 2010.
Any Fourth Tranche Units that are unearned as of March 10, 2011 shall be forfeited.

E.Carryforward. The excess of all of the RSUs that are not
forfeited over the RSUs that are earned as of March 10, 2011 following the application of
Sections 2.1(i)(A) through (D) (the “Carryforward Units”), may be earned on March 10, 2011
based on attainment of measures for the calendar year 2010 determined by the Committee. The
measures will be delivered to the Participant in writing by March 31, 2010. Any RSUs that are
unearned as of March 10, 2011 after giving effect to this Section 2.1(i)(E) shall, subject to
section 2.2, remain unearned and shall be forfeited in accordance with Section 2.3.

¹       This model reflects the performance-based schedule for persons who were employees prior to March 10, 2007. For employees hired on or after March 10, 2007, the First Tranche Units shall be subject to vesting on the First Vesting Date as to only a pro-rata portion based on the number of full and partial months the employee was employed between March 10, 2008 and March 9, 2009. Any First Tranche Units remaining unvested following the First Vesting Date (regardless of any pro rata vesting in the first year) shall be eligible for vesting in accordance with the same schedule as pre-March 10, 2007 employees. The schedule and targets are subject to change following the 2007 grant program.

F.Partial Vesting. If a partial RSU would be earned on any
date, the total number of RSUs earned on such date shall be rounded up to the nearest whole
RSU.

G.Performance Measures. The Committee may make
adjustments to performance targets after March 31 of the applicable earning period to the extent
such adjustments are set forth at the time the performance targets are established and are
permitted by the Plan.

H.Certification. The Committee shall certify on or before the
applicable Earning Date whether the performance target applicable to such Earning Date was
satisfied.

(ii)Vesting of RSUs. If not sooner vested in accordance with Section
2.2 and unless previously forfeited pursuant to Section 2.3, 

A.the earned First Tranche Units shall vest and become non-
forfeitable on March 10, 2009 (the “First Vesting Date”) only if the Participant is still employed
by the Company on such date, 

B.the earned Second Tranche Units shall vest and become
non-forfeitable on March 10, 2010 (the “Second Vesting Date”) only if the Participant is still
employed by the Company on such date, 

C.the earned Third Tranche Units shall vest and become non-
forfeitable on March 10, 2011 (the “Final Vesting Date”) only if the Participant is still employed
by the Company on such date, 

D. &n bsp;   the earned Fourth Tranche Units shall vest and become
non-forfeitable on the Final Vesting Date only if the Participant is still employed by the
Company on such date, and 

E. &n bsp;   the earned Carryforward Units shall vest and become non-
forfeitable on the Final Vesting Date only if the Participant is still employed by the Company on
such date.

2.2Accelerated or Continued Earning and/or Vesting. The Committee
may accelerate the date on which any or all of the RSUs are earned and/or vested at any time and
for any reason. Notwithstanding anything contained herein to the contrary, unless previously
forfeited in accordance with Section 2.3:

(i)     upon a termination of the Participant’s employment (a) by the
Company without Cause (as defined in Section 4.1) or (b) by the Participant for Good Reason (as
defined in Section 4.1) prior to January 1, 2010, the following rules shall apply:

        &nbs p;    A.the Participant may continue to earn the RSUs that would
have been earned (in accordance with Section 2.1 hereof) had the Participant remained employed
through the last day of the period for which the Participant receives severance, if any, following

such termination (the “Severance Period”), based on the attainment of performance targets for
the applicable earning period(s) (i.e., each calendar year that includes all or part of the Severance
Period); provided however, that the number of RSUs that may be earned for the calendar year
that includes the last day of the Severance Period shall equal (a) the number of RSUs that would
have been earned based on the attainment of performance targets described in Section 2.1(i) for
the calendar year that includes the last day of the Severance Period multiplied by (b) a fraction,
the numerator of which is the number of days in the calendar year that elapsed prior to such last
day and the denominator of which is 365; provided, further, however, that the Participant shall
not be entitled to earn any RSUs pursuant to Section 2.1(i)(E), 

        &nbs p;    B.the Participant’s RSUs earned on or prior to the date of
such termination shall vest and become non-forfeitable immediately upon such termination, and 

        &nbs p;    C. the Participant’s RSUs earned following the date of such
termination in accordance with Section 2.2(i)(A) shall vest and become non-forfeitable
immediately upon being earned; 

(ii) upon a termination of the Participant’s employment (a) by the
Company without Cause (as defined in Section 4.1) or (b) by the Participant for Good Reason (as
defined in Section 4.1) on or after January 1, 2010, the following rules shall apply:

        &nbs p;    A.the Participant may continue to earn the RSUs that would
have been earned (in accordance with Section 2.1 hereof) had the Participant remained employed
through the last day of the Severance Period, based on the attainment of performance targets with
respect to the Third Tranche Units, the Fourth Tranche Units and the Carryforward Units;
provided however, that the number of Fourth Tranch Units and Carryforward Units that may be
earned, if the Severance Period ends prior to January 1, 2011, shall equal (a) the number of RSUs
that would have been earned based on the attainment of performance targets described in Section
2.1(i)(D) and (E), as applicable, multiplied by (b) a fraction, the numerator of which is the
number of days in the calendar year that elapsed prior to such last day and the denominator of
which is 365, 

        &nbs p;    B.the Participant’s RSUs earned on or prior to the date of
such termination shall vest and become non-forfeitable immediately upon such termination, and 

        &nbs p;    C.the Participant’s RSUs earned following the date of such
termination in accordance with Section 2.2(ii)(A) shall vest and become non-forfeitable
immediately upon being earned; 

(iii)upon a termination of the Participant’s employment due to death or
Disability (as defined in Section 4.1), the following rules shall apply:

        &nbs p;    A.the Participant may earn, on the Earning Date next
following such date of such termination, the number of RSUs equal to (a) the number of RSUs
that would have been earned based on the attainment of performance targets for the calendar year
that includes the date of such termination, multiplied by (b) a fraction, the numerator of which is
the number of days in the calendar year that elapsed prior to such termination and the
denominator of which is 365,

B.     the Participant’s RSUs earned on or prior to the date of
such termination shall vest and become non-forfeitable immediately upon such termination, and 

C.& nbsp;    the Participant’s RSUs earned following the date of such
termination in accordance with Section 2.2(iii)(A) shall vest and become non-forfeitable
immediately upon being earned;

(iv)     upon a Change in Control, any RSUs earned on or prior to,
but  unvested as of, the date of the Change in Control shall immediately vest and
become non-forfeitable.

2.3     Effect of Termination of Employment on Earning and Vesting;
Forfeiture of Unvested RSUs. Unless otherwise determined by the Committee and after giving
effect to any applicable continuation or acceleration, as applicable, of earning and vesting
provided in Section 2.2 hereof, all RSUs that are both unearned and unvested shall cease to be
eligible to be vested and shall be forfeited as of the earlier of (i) the time of notification of the
termination of the Participant’s employment with the Company for Cause, (ii) the termination of
the Participant’s employment with the Company (which means the last date of actual
employment, even if a different date is used for administrative convenience in connection with
employee retirement, benefit or welfare plans) other than by the Company without Cause or by
the Participant for Good Reason, (iii) a Change in Control or (iv) the Fourth Earning Date.

2.4     Change in Control. Except as otherwise provided in this Agreement or
as the Committee may determine at the time of a Change in Control, the effect of a Change in
Control on the Participant’s RSUs is subject to Section 17 of the Plan.

ARTICLE III

PROCEDURES AFFECTING PAYMENT OF RESTRICTED STOCK UNITS

3.1Payment of RSUs and Delivery of Stock.

 (i) Vested RSUs will be s ettled on the earliest of the following (such earliest date, the “Settlement Date”):

A.the First Vesting Date (in the case of First Tranche Units);
the Second Vesting Date (in the case of Second Tranche Units) or the Final Vesting Date (in the
case of Third Tranche Units, Fourth Tranche Units and Carryforward Units), as applicable to
such RSUs; 

B.the date of a Change in Control (provided that such event
constitutes a “change in control” within the meaning of Code Section 409A), and

  &nb sp;                                     C. the Earning Date next following the date of the
Participant’s death.

(ii) RSUs will be paid to the Participant within 30 days following the
applicable Settlement Date (each such payment date, the “Delivery Date”). Vested RSUs will

be paid either wholly in Stock or wholly in cash (in an amount equal to the Fair Market Value of
such Stock on the Settlement Date). The determination of whether the Vested RSUs will be
settled in Stock or cash will be made by the Committee prior to the date the RSUs vest and, if the
RSUs are to be paid in shares of Stock and the Withholding Amount (as defined in Section 3.2)
is to be paid by selling shares of Stock, at a time when there is no material non-public
information. The payment of the RSUs may not be accelerated or deferred by either the
Company or the Participant except as explicitly permitted or required by Code Section 409A.

(iii)Unless otherwise determined by the Company, each physical
certificate and each book entry, in each case relating to Stock deliverable as payment of the
RSUs may include such restrictive legends in such forms as the Company may deem convenient,
expedient, necessary or appropriate relating to applicable securities, tax or other laws or
applicable rules of any securities exchange or market. Transferability of such Stock may be
subject to pre-clearance, blackout, registration and other requirements and restrictions under the
Company’s insider trading and other compliance policies and procedures. Transfers of Stock by
executive officers should be reviewed in advance to determine if there would be any potential
liability for short-swing profits under Section 16(b) of the Securities Exchange Act of 1934.

& nbsp;   3.2Withholding of Taxes. 
 
  (i)The Participant acknowledges and agrees that the Company has
the right to deduct from payments of any kind otherwise due to the Participant any federal, state,
local or other taxes of any kind required by law to be withheld with respect to the RSUs. On or
about the Settlement Date, the Company shall deliver written notice to the Participant of the
amount of withholding taxes due with respect to the payment of the RSUs; provided, however,
that the total tax withholding will be approximately the minimum required statutory withholding
(based on minimum statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to such supplemental taxable income), as determined by the
Company.

        &n bsp; (ii) If the RSUs are settled in cash, the withholding amount will be
deducted from the cash paid to the Participant on the Delivery Date.

        &n bsp; (iii)If the RSUs are settled in Stock, the Participant shall be
required, and hereby consents to, sell, or arrange for the sale of, on the Delivery Date, at the then
prevailing market price, such number of shares of Stock underlying the RSUs as is sufficient to
generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding
obligations with respect to the income recognized by the Participant upon the settlement of the
RSUs and to promptly transfer such withholding amount to the Company in satisfaction of such
tax withholding obligations. The Participant agrees to execute and deliver, upon the request of
the Company, such documents, instruments and certificates as may reasonably be required in
connection with the sale of the shares of Stock pursuant to this Section 3.2(iii) and hereby
appoints the Company as the Participant’s attorney-in-fact with authority to take all of such
actions and execute all such documents on behalf of the Participant as the Company reasonably
deems necessary to effect such sales on the Participant’s behalf. The Participant and the
Company have structured this Agreement to constitute a “binding contract” relating to the sale of
Common Stock pursuant to this Section 3, consistent with the affirmative defense to liability

under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated
under such Act.

ARTICLE IV

MISCELLANEOUS

4.1 Definitions.

(i) “Cause” shall mean that the Company has “cause” to terminate
the Participant’s employment or service, as defined in any existing employment or other
agreement between the Participant and the Company or, in the absence of such an employment
or other agreement, upon:

A. gross neglect or willful misconduct which is or is
reasonably expected to be materially and demonstrably injurious to the Company or its
customers or vendors; material breach by the Participant of his or her confidentiality, non-
competition or non-solicitation obligations owed to the Company; or willful and continuing
refusal or continuing failure (in either case other than due to death or Disability) by the
Participant to substantially perform his or her duties or responsibilities for or owed to the
Company; or

B. conviction of or plea of guilty or no contest by the
Participant to a felony or a crime of moral turpitude.²

(ii)“Disability” shall mean disability as determined by the
Committee in accordance with the standards and procedures similar to those under the
Company’s long-term disability plan, if any. If at any time that the Company does not maintain
a long-term disability plan, “Disability” shall mean any physical or mental disability which is
determined to be total and permanent by a doctor selected in good faith by the Committee.

    (iii)  “Good Reason” shall mean that the Participant has “good
reason” to terminate his or her employment, as defined in any existing employment or other
agreement between the Participant and the Company or, in the absence of such an employment
or other agreement, upon the occurrence of any of the following events without the Participant’s
prior written consent: (A) a material reduction in the Participant’s base salary or annual bonus
incentive; (B) the assignment of duties materially inconsistent with the Participant’s position or a
material reduction in the Participant's responsibilities or authority (in each case in this Clause B),
so long as notice that Good Reason has occurred is given by the Participant to the Company
within 6 months (or such longer period as the Company may allow) after such occurrence and
further provided the Company has not cured the circumstances giving rise to the Good Reason
within 10 days of receipt of such notice); or (C) the requirement that the Participant relocate his

_________________________________
²    To the extent the Participant has a “cause” definition in an agreement, the agreement should be
       accurately referenced and this general definition deleted.

or her principal place of employment to a location more than 50 miles from the Participant’s
current location.³

   4.2 Notices. All notices, requests and demands to or upon the parties
hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly
provided herein, shall be deemed to have been duly given or made when delivered by hand, or
three days after being deposited in the mail, postage prepaid, or, in the case of telecopy or email
notice, when received, addressed as follows to the Company and the Participant, or to such other
address as may be hereafter notified by the parties hereto:

                              (i)      If to the Company, to it at the following address: 
 
                                       NYFIX, Inc. 
                                       100 Wall Street - 26th Floor
                                       New York, NY 10005 
                                       Attn: General Counsel 
 
                              (ii)     If to the Participant, to his or her most recent primary
                                       residential address or business telecopy or email address as
                                       shown on the records of the Company. 

   4.3  No Right To Continued Employment. The Participant acknowledges
and agrees that, notwithstanding the fact that the vesting of the RSUs is contingent upon his or
her continued employment by the Company, this Agreement does not constitute an express or
implied promise of continued employment or confer upon the Participant any rights with respect
to continued employment by the Company.

4.4     Amendments and Conflicting Agreements. This Agreement may be
amended by a written instrument executed by the parties which specifically states that it is
amending this Agreement or by a written instrument executed by the Company which so states if
such amendment is not adverse to the Participant or relates to administrative matters.

4.5     Governing Law and Interpretation. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed therein without regard to the conflicts of law principles
thereof. Whenever the word “including” is used herein, it shall be deemed to be followed by the
phrase “without limitation.” Unless otherwise specified herein, all determinations, consents,
elections and other decisions by the Company, the Committee or the Broker may be made,
withheld or delayed in its sole and absolute discretion.

4.6     Code Section 409A. The parties recognize that certain provisions of
this Agreement may be affected by Code Section 409A and agree to negotiate in good faith to

^{_________________________________
3} To the extent the Participant has a “good reason” definition in an agreement, the agreement should be
   accurately referenced and this general definition deleted.

amend this Agreement with respect to any changes necessary or advisable to comply with such
Code Section 409A.

4.7 Titles. Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of this Agreement.

4.8 Counterparts. This Agreement may be executed in counterparts, which
together shall constitute one and the same instrument and which will be deemed effective
whether received in original form or by telecopy or other electronic means. Facsimile signatures
shall be as effective as original signatures.

4.9  Construction. The construction of this Agreement is vested in the
Committee, and the Committee’s construction shall be final and conclusive on all Persons.

4.10  Effective Date of Agreement. This Agreement is effective as of the
date the stockholders of NYFIX approve the Plan.

*  * *

  IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by a duly authorized officer.

NYFIX, INC.

By:_____________________
Name:___________________

PARTICIPANT’S ACCEPTANCE

    The Participant acknowledges that he or she has read this Agreement, has
received and read the Plan, and understands the terms and conditions of this Agreement and the
Plan and hereby accepts the foregoing RSUs and agrees to be bound by the terms and conditions
of this Agreement and the Plan.

PARTICIPANT

__________________________
Signed

EX-10

Exhibit 10.16

NYFIX, INC.
2007 OMNIBUS EQUITY COMPENSATION PLAN
MODEL
RESTRICTED STOCK UNIT AGREEMENT
[Time-Based Vesting]

                    Restricted Stock Unit Agreement (this “Agreement”), dated as of _________ ,2007, between NYFIX, Inc. (“NYFIX”) and _______ (the “Participant”).

BACKGROUND

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:

ARTICLE I

GRANT OF RESTRICTED STOCK UNITS

1.1     Grant of RSUs. The Participant is hereby granted _____________ restricted stock units (the “Restricted Stock Units” or “RSUs”) subject to the restrictions and conditions set forth in this Agreement. Each RSU represents the right to receive one share of Stock or the Fair Market Value of one share of Stock as of the Settlement Date (as defined in Section 3.1) .

1.2     Grant Information. The RSUs have been granted under the Plan. The Board or the Committee authorized the grant of the RSUs on ____________.

ARTICLE II

VESTING OF RESTRICTED STOCK UNITS

All of the RSUs are unvested. RSUs shall vest upon, but only upon, the earliest to occur of the events described in Section 2.1 or 2.2, in each case subject to the limitations set forth in Section 2.3. All unvested RSUs shall be forfeitable as set forth in Section 2.3. All vested RSUs shall become non-forfeitable at the time they first vest. RSUs are not transferable at anytime.

2.1     Time Vesting. If not sooner vested and unless previously forfeited pursuant to Section 2.3, all of the RSUs shall vest and become transferable and non-forfeitable based on the passage of time according to the following vesting schedule¹:

                                           

Number of Shares	Vesting Date
Twenty-five percent of the RSUs
Twenty-five percent of the RSUs
Twenty-five percent of the RSUs
Twenty-five percent of the RSUs

If a partial RSU would vest on any date, the total number of RSUs vesting on such date shall be rounded up to the nearest whole unit.

2.2     Accelerated Vesting. The Committee may accelerate the vesting of any or all of the RSUs at any time and for any reason. Notwithstanding anything contained herein to the contrary, unless previously forfeited pursuant to Section 2.3, the RSUs shall become fully and immediately vested and non-forfeitable upon a termination of the Participant’s employment by the Company without Cause within one year following Change in Control.

2.3     Effect of Termination of Employment on Vesting; Forfeiture of Unvested RSUs. Unless otherwise determined by the Committee and after giving effect to any applicable acceleration of vesting provided in Section 2.2 hereof, all unvested RSUs shall cease to vest and shall be forfeited upon the earlier of (i) the time of notification of the termination of the Participant’s employment with the Company for Cause or (ii) the termination of the Participant’s employment with the Company (which means the last date of actual employment, even if a different date is used for administrative convenience in connection with employee retirement, benefit or welfare plans) other than by the Company without Cause.

2.4     Change in Control. Except as otherwise provided in this Agreement, the effect of a Change in Control on the RSUs is subject to Section 17 of the Plan.

ARTICLE III

PROCEDURES AFFECTING RSUS

3.1    Payment of RSUs and Delivery of Stock Units.

(i)     RSUa will be paid within 30 days following the date such RSUs vest (the “Delivery Date”). RSUs will be paid either wholly in Stock or wholly in cash (in an amount equal to the Fair Market Value of such Stock on the date the RSUs vest). The
________________
1 For employees who were hired prior to March 10, 2007, the restricted stock units vest as to 25% on each
of March 10, 2008, 2009, 2010 and 2011. For employees hired on or after March 10, 2007, restricted
stock unit vests on a 4-year rated vesting schedule (25% on each of the first four anniversaries of the start
date).

2

determination of whether the vested RSUs will be settled in Stock or cash will be made by the Committee prior to the date such RSUs vest and, if the RSUs are to be paid in shares of Stock and the Withholding Amount (as defined in Section 3.2) is to be paid by selling shares of Stock, at a time when there is no material non-public information. The payment of the RSUs may not be accelerated or deferred by either the Company or the Participant except as explicitly permitted or required by Code Section 409A.

(ii)     Unless otherwise determined by the Company, each physical certificate and each book entry, in each case relating to Stock deliverable as payment of the RSUs may include such restrictive legends in such forms as the Company may deem convenient, expedient, necessary or appropriate relating to applicable securities, tax or other laws or applicable rules of any securities exchange or market. Transferability of such Stock may be subject to pre-clearance, blackout, registration and other requirements and restrictions under the Company’s insider trading and other compliance policies and procedures. Transfers of Stock by executive officers should be reviewed in advance to determine if there would be any potential liability for short-swing profits under Section 16(b) of the Securities Exchange Act of 1934.

3.2     Withholding of Taxes.

(i)     The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the RSUs. On or about the date the RSUs vest, the Company shall deliver written notice to the Participant of the amount of withholding taxes due with respect to the payment of the RSUs; provided, however, that the total tax withholding will be approximately the minimum required statutory withholding (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), as determined by the Company.

           (ii)    If the RSUs are settled in cash, the withholding amount will be deducted from the cash paid to the Participant on the Delivery Date.

           (iii)   If the RSUs are settled in Stock, the Participant shall be required, and hereby consents to, sell, or arrange for the sale of, on the Delivery Date, at the then prevailing market price, such number of shares of Stock underlying the RSUs as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by the Participant upon the settlement of the RSUs and to promptly transfer such withholding amount to the Company in satisfaction of such tax withholding obligations. The Participant agrees to execute and deliver, upon the request of the Company, such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares of Stock pursuant to this Section 3.2(iii), and hereby appoints the Company as the Participant’s attorney-in-fact with authority to take all of such actions and execute all such documents on behalf of the Participant as the Company reasonably deems necessary to effect such sales on the Participant’s behalf. The Participant and the Company have structured this Agreement to constitute a “binding contract” relating to the sale of Common Stock pursuant to this Section 3, consistent with the affirmative defense to liability

3

under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act.

ARTICLE IV

MISCELLANEOUS

4.1     Definitions.

           (i)     "Cause" shall mean:

(A) gross neglect, willful misconduct (including a breach by the Participant of his or her confidentiality, non-competition or non-solicitation obligations owed to the Company) or willful and continuing refusal or failure (other than due to death or Disability) by the Participant to substantially perform his or her duties or responsibilities for or owed to the Company, in each case, which is or is reasonably expected to be materially and demonstrably injurious to the Company or its customers or vendors; or 

(B) conviction of or plea of guilty or no contest by the Participant to a felony or a crime of moral turpitude.

           (ii)     “Disability” shall mean disability as determined by the Committee in accordance with the standards and procedures similar to those under the Company’s long-term disability plan, if any. If at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a doctor selected in good faith by the Committee.

4.2     Notices. All notices, requests and demands to or upon the parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or three days after being deposited in the mail, postage prepaid, or, in the case of telecopy or email notice, when received, addressed as follows to the Company and the Participant, or to such other address as may be hereafter notified by the parties hereto:

(i)	If to the Company, to it at the following address:
	NYFIX, Inc. 100 Wall Street - 26th Floor New York, NY 10005 Attn: General Counsel

(ii)    If to the Participant, to his or her most recent primary residential address or business telecopy or email address as shown on the records of the Company.

4.3     No Right To Continued Employment. The Participant acknowledges and agrees that, notwithstanding the fact that the vesting of the RSUs is contingent upon his or her continued employment by the Company, this Agreement does not constitute an express or

4

implied promise of continued employment or confer upon the Participant any rights with respect to continued employment by the Company.

                    4.4     Stockholder Approval of the Plan. In the event that the stockholders of NYFIX do not approve the Plan, this Agreement shall continue to be governed by the terms of the Plan. 

                    4.5     Amendments and Conflicting Agreements. This Agreement may be amended by a written instrument executed by the parties which specifically states that it is amending this Agreement or by a written instrument executed by the Company which so states if such amendment is not adverse to the Participant or relates to administrative matters.

                    4.6     Governing Law and Interpretation. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein without regard to the conflicts of law principles thereof. Whenever the word “including” is used herein, it shall be deemed to be followed by the phrase “without limitation.” Unless otherwise specified herein, all determinations, consents, elections and other decisions by the Company, the Committee or the Broker may be made, withheld or delayed in its sole and absolute discretion.

                    4.7     Code Section 409A. The parties recognize that certain provisions of this Agreement may be affected by Code Section 409A and agree to negotiate in good faith to amend this Agreement with respect to any changes necessary or advisable to comply with such Code Section 409A.

                    4.8     Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

                    4.9     Counterparts. This Agreement may be executed in counterparts, which together shall constitute one and the same instrument and which will be deemed effective whether received in original form or by telecopy or other electronic means. Facsimile signatures shall be as effective as original signatures.

4.10   Construction.  The construction of this Agreement is vested in the Committee, and the Committee's construction shall be final and conclusive on all Persons.

*              *             *

5

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer.

NYFIX, INC.

By:____________________

Name:__________________

PARTICIPANT’S ACCEPTANCE

The Participant acknowledges that he or she has read this Agreement, has received and read the Plan, and understands the terms and conditions of this Agreement and the Plan and hereby accepts the foregoing RSUs and agrees to be bound by the terms and conditions of this Agreement and the Plan.

PARTICIPANT

_______________________________

Signed

 

6