S-8

Registration No. 333-        

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NYFIX, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	06-1344888
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

100 Wall Street, 26^th Floor

New York, New York 10005

(Address of Principal Executive Offices)

NYFIX, Inc. 2007 Omnibus Equity Compensation Plan

(Full Title of the Plan)

Scott A. Bloom

Executive Vice President Corporate Development

and Chief Administrative Officer

NYFIX, Inc.

100 Wall Street, 26^th Floor

New York, New York 10005

(Name and Address of Agent For Service)

(646) 525-3000

(Telephone Number, Including Area Code, of Agent For Service)

With a copy to:

M. Ridgway Barker, Esq.

Kelley Drye & Warren LLP

400 Atlantic Street

Stamford, Connecticut 06901

(203) 324-1400

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered (1)	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, par value $0.001 per share	9,450,000 shares	$4.57	$43,186,500	$1,325.83

(1) Includes pursuant to Rule 416 under the Securities Act of 1933, as amended, an indeterminable number of additional shares of common stock which may become issuable pursuant to the NYFIX, Inc. 2007 Omnibus Equity Compensation Plan as a result of any future anti-dilution adjustment in accordance with the terms of such plan or upon a stock split, stock dividend, or similar transaction.

(2) The price is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and represents the average high and low trading prices of the common stock, as reported on the National Quotation Bureau “pink sheet” service, on September 26, 2007.

EXPLANATORY NOTE

On October 2, 2007, the Board of Directors of NYFIX, Inc. (the “Registrant”) approved the adoption of the NYFIX, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”) subject to the approval of the shareholders of the Registrant. The purpose of this Registration Statement on Form S-8 is to register with the Securities and Exchange Commission (the “Commission”) 9,450,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), which may be issued by the Registrant upon the exercise of options granted, or other awards made, pursuant to the terms of the Plan. The reports most recently filed by the Registrant with the Commission are listed below in Part II, Item 3.

PART I

The documents containing the information concerning the Plan specified in Part I of the instructions to Registration Statement on Form S-8 have been or will be sent or given to the participants in the Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933 (the “Securities Act”). In accordance with the Note to Part I of the instructions to Registration Statement on Form S-8, such documents are not filed with the Securities and Exchange Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are hereby incorporated by reference in this Registration Statement:

(a)Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Commission on August 6, 2007 (the “2006 Form 10-K”).

(b)Quarterly Reports on Form 10-Q for the periods ended March 31, 2007 and June 30, 2007, filed with the Commission on August 15, 2007 and August 28, 2007, respectively.

(c)Current Reports on Form 8-K, filed with the Commission on January 3, 2007, January 16, 2007, the two reports filed on February 28, 2007, excluding Item 2.02 of the second such report, March 8, 2007, excluding Item 2.02 of such report, April 4, 2007, April 13, 2007, the two reports filed on April 16, 2007, May 21, 2007, as amended by a Form 8-K/A filed with the Commission on June 18, 2007, June 15, 2007, excluding Item 2.02 of such report, and the reports filed on June 20, 2007, July 3, 2007, August 10, 2007, excluding Item 2.02 of such report, August 20, 2007, excluding Item 2.02 of such report and September 4, 2007, excluding Item 2.02 of such report.

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(d)The description of our Common Stock, $0.001 par value, in our Registration Statement on Form 8-A dated August 27, 1993.

(e)All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 6. Indemnification of Directors and Officers.

We maintain a director’s and officer’s liability insurance policy which indemnifies directors and officers for certain losses arising from claims by reason of a wrongful act, as defined therein, under certain circumstances. Directors and officers insured under the policy include directors and officers of our subsidiaries.

In addition, the following information is incorporated by reference in the registration statement: the information included in the description of our capital stock contained in our registration statement on Form S-1 dated April 19, 1993, as updated by any amendment or report filed for the purpose of updating such description; Articles Seventh and Eighth of our Restated Certificate of Incorporation incorporated by reference to Appendix B to our proxy statement filed on September 3, 2003; and Article VII of our Amended By-Laws incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on October 18, 2006. The provisions of the documents included in the information incorporated by reference above refer to or are based upon Sections 145 and 102(b) of the General Corporation Law of the State of Delaware (the “Law”).

Section 145 of the Law provides as follows:

(a)A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

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(b)A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d)Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e)Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

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(f)The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g)A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h)For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i)For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j)The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k)The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

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Section 102(b) (7) of the Law provides as follows:

“(b)In addition to the matters required to be set forth in the certificate of incorporation by subsection (a) of this section, the certificate of incorporation may also contain any or all of the following matters: … (7) A provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under §174 of this title; or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. All references in this paragraph to a director shall also be deemed to refer (x) to a member of the governing body of a corporation which is not authorized to issue capital stock, and (y) to such other person or persons, if any, who, pursuant to a provision of the certificate of incorporation in accordance with §141(a) of this title, exercise or perform any of the powers or duties otherwise conferred or imposed upon the board of directors by this title.”

Item 8. Exhibits.

Exhibit Number	Description
*4.1	NYFIX, Inc. 2007 Omnibus Equity Compensation Plan.
*4.2	Form of Performance Restricted Stock Unit Agreement.
*4.3	Form of Non-Qualified Stock Option Agreement.
*5	Opinion of Kelley Drye & Warren LLP regarding the legality of the securities being registered hereunder.
*23.1	Consent of Friedman LLP.
*23.2	Consent of Kelley Drye & Warren LLP (included in Exhibit 5).
*24	Power of Attorney (included on the signature page hereof).

________________

* Filed herewith

Item 9. Undertakings.

A.The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

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(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; or

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the Delaware General Corporation Law, the Articles of Incorporation of the registrant, the Bylaws of the registrant, indemnification agreements entered into between the registrant and its officers and directors or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on this 2^nd day of October, 2007.

NYFIX, INC.

By:  /s/ P. Howard Edelstein

Name: P. Howard Edelstein

Title: President, Chief Executive Officer and Director

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints the Chief Executive Officer, the President, the General Counsel, the Secretary, the Assistant Secretary, the Chief Administrative Officer, the Chief Financial Officer, the Treasurer and the Assistant Treasurer, now or hereafter serving, of NYFIX, Inc., and each of them individually, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file with the Securities and Exchange Commission any and all exhibits to this registration statement and any and all exhibits and schedules thereto, (iii) act on, sign and file any and all such certificates, applications, registration statements, notices, reports, instruments, agreements and other documents necessary or appropriate in connection with the registration or qualification under foreign and state securities laws of the securities described in this registration statement or any amendment thereto, or obtain an exemption therefrom, in connection with the offerings described therein and (iv) take any and all such actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them individually, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, and hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, any of them or any of his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

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Signature	Title	Date
/s/ P. Howard Edelstein	President, Chief Executive Officer & Director (Principal Executive Officer)	October 2, 2007
P. Howard Edelstein
/s/ Steven R. Vigliotti	Chief Financial Officer (Principal Financial and Accounting Officer)	October 2, 2007
Steven R. Vigliotti
/s/ Cary J. Davis
Cary J. Davis	Director	October 2, 2007
/s/ George O. Deehan
George O. Deehan	Director	October 2, 2007
/s/ Lon Gorman
Lon Gorman	Director	October 2, 2007
/s/ William H. Janeway
William H. Janeway	Director	October 2, 2007
/s/ William C. Jennings
William C. Jennings	Director	October 2, 2007
/s/ William J. Lynch
William J. Lynch	Director	October 2, 2007
/s/ Richard Y. Roberts
Richard Y. Roberts	Director	October 2, 2007
/s/ Thomas C. Wajnert
Thomas C. Wajnert	Director	October 2, 2007

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EXHIBIT INDEX

Exhibit Number	Description
4.1	NYFIX, Inc. 2007 Omnibus Equity Compensation Plan.
4.2	Form of Performance Restricted Stock Unit Agreement.
4.3	Form of Non-Qualified Stock Option Agreement.
5	Opinion of Kelley Drye & Warren LLP regarding the legality of the securities being registered hereunder.
23.1	Consent of Friedman LLP.
23.2	Consent of Kelley Drye & Warren LLP (included in Exhibit 5).
24	Power of Attorney (included on the signature page hereof).

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EX-4.1

NYFIX, INC.

2007 OMNIBUS EQUITY COMPENSATION PLAN

1. Purpose

The purpose of this Plan is to provide designated (i) Employees of NYFIX and its Subsidiaries, (ii) Non-Employee Directors of NYFIX and its Subsidiaries and (iii) Consultants who perform services for NYFIX and its Subsidiaries, with the opportunity to receive grants of Options, SARs, Stock Units, Stock Awards, Dividend Equivalents and Other Stock-Based Awards. NYFIX believes that Grants under this Plan will encourage the Participants to contribute materially to the growth of NYFIX and will align the economic interests of the Participants with those of the stockholders.

Prior to the adoption of this Plan, NYFIX separately maintained each of the Prior Plans. From and after approval of this Plan by the stockholders of NYFIX, no additional grants will be made under the Prior Plans. Outstanding grants under the Prior Plans will continue to be governed according to their terms as in effect on the date of such stockholder approval.

2. Definitions

Whenever used in this Plan, the following terms will have the respective meanings set forth below:

(a)“Affiliates” means, with respect to any entity, any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such entity.

(b)“Board” means the Board of Directors of NYFIX.

(c)“Change in Control” means, unless otherwise provided in a Grant Letter (i) 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; or (ii) any person or group, other than the 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).

(d)“Code” means the Internal Revenue Code of 1986, as amended.

(e)“Committee” means the Compensation Committee of the Board or its delegate or successor, or such other committee as may be appointed by the Board to administer this Plan, or its delegate or successor, subject to the last sentence of Section 3(a).

(f)“Company” means NYFIX and its Subsidiaries.

(g)“Consultant” means an advisor or consultant who performs services (other than as an employee) for the Company.

(h)“Date of Grant” means the date on which a Grant shall have been authorized by the Committee (or any senior executives designated by the Committee pursuant to Section 3(a), as applicable) or, if later, the date on which the Participant to whom the Grant is made begins providing services to the Company. The Date of Grant may be a date earlier than the Effective Date.

(i)“Dividend Equivalent” means an amount determined by multiplying the number of shares of Stock, Performance Units or Stock Units subject to a Grant by the per-share cash dividend, or the per-share fair market value on a dividend settlement date (as determined by the Committee) of any dividend payable in a form other than cash, paid by NYFIX on the Stock.

(j)“Employee” means an employee of the Company (including an officer or director who is also an employee).

(k)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(l)“Fair Market Value” of Stock, as of any date, means:

(i)if the Stock is publicly traded, the closing sale price on such date or, if there are no trades on such date, the mean between the closing bid and asked prices on that date, as reported by the principal exchange or market on which the Stock is traded (or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or another customary financial reporting service, as determined by the Committee); or

(ii)if the Stock is not publicly traded or, if publicly traded, the sales prices or bid and asked quotations are not publicly reported, the fair market value as determined by the Committee in accordance with Section 409A of the Code and the related Treasury Regulations.

(m)“Grant” means an Option, SAR, Stock Unit, Stock Award, Dividend Equivalent or Other Stock-Based Award granted under this Plan or the granting thereof, as the context may require.

(n)“Grant Letter” means the written agreement that sets forth the terms and conditions of a Grant, including all amendments thereto.

(o)“Incentive Stock Option” means a stock option that is intended to meet the requirements of Section 422 of the Code, as described in Section 7.

(p)“Non-Employee Director” means a member of the Board, or a member of the board of directors of a Subsidiary, who is not an employee of the Company.

(q)“Nonqualified Stock Option” means a stock option that does not meet the requirements of Section 422 of the Code, as described in Section 7.

(r)“NYFIX” means NYFIX, Inc., a Delaware corporation, and any successor thereto.

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(s)“Option” means an Incentive Stock Option or Nonqualified Stock Option to purchase shares of Stock at an Option Price for a specified period of time.

(t)“Option Price” means the consideration in U.S. dollars payable for a share of Stock purchasable under an Option.

(u)“Other Stock-Based Award” means any Grant based on, measured by or that may be settled by the issuance or transfer of shares of Stock (other than Grants described in Sections 7, 8, 9, 10 and 11), as described in Section 12.

(v)“Parent” means a “parent corporation” (as defined in Section 424(e) of the Code) of NYFIX.

(w)“Participant” means an Employee, Consultant or Non-Employee Director designated by the Committee to receive a Grant under this Plan.

(x)“Person” means an individual or a corporation, partnership, limited liability company, trust or other entity of any kind.

(y)“Plan” means this NYFIX, Inc. 2007 Omnibus Equity Compensation Plan, as in effect at the relevant time.

(z)“Prior Plans” means the Trinitech Systems, Inc. Amended and Restated 1991 Incentive and Nonqualified Stock Option Plan, the NYFIX, Inc. 2001 Stock Option Plan and the Javelin Technologies, Inc. 1999 Stock Option/Stock Issuance Plan, in each case as in effect prior to the approval of this Plan by the stockholders of NYFIX.

(aa)“Senior Executives” means the Chief Executive Officer of NYFIX, any officer of the Company who is required to file beneficial ownership reports under Section 16 of the Exchange Act and any other individual that reports directly to the Chief Executive Officer (other than clerical or administrative staff).

(bb)“Stock” means the common stock, par value $0.001 per share, of NYFIX or such other securities of NYFIX as may be substituted therefor pursuant to Section 5(d) or 18.

(cc)“SAR” means a stock appreciation right, as described in Section 8.

(dd)“Stock Award” means Stock granted as described in Section 10.

(ee)“Stock Unit” means a phantom unit, representing one share of Stock, as described in Section 9.

(ff)“Subsidiary” means a “subsidiary corporation” (within the meaning of Section 424(f) of the Code) of NYFIX.

(gg)“Successor Participant” means the estate, personal representative or other Person entitled to succeed to the rights of a Participant in accordance with Section 16.

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3. Administration

(a)Committee. This Plan shall be administered by the Committee. The Committee may delegate day to day administrative functions to employees of the Company or third party service providers. Except to the extent prohibited by applicable law or applicable rules of a securities exchange or market on which the Stock is listed, the Committee may delegate to one or more senior executives of the Company (i) to the extent permitted by applicable law, the authority to make Grants to Employees (other than executive officers), and (ii) other administrative responsibilities. Any such delegation may be revoked (and subsequently reinstated) by the Committee at any time. The Board may serve as the Committee in respect of Grants to any Non-Employee Directors.

(b)Committee Authority. The Committee shall (i) determine the Employees, Consultants and Non-Employee Directors to whom Grants shall be made under this Plan, (ii) determine the type, size, terms and conditions, and expiration of the Grants to be made to each Participant and (iii) determine the time when the Grants will be made and the duration of (and criteria, if any applicable to) the applicable vesting, performance, exercise, restriction or other period, if any. Without limiting the power or authority of the Committee hereunder, the Committee may, at any time, (i) accelerate the vesting or exercisability of any Grant, (ii) extend the expiration or period for exercise of any Grant (but not beyond the 10^th anniversary of the date of the Grant), (iii) reduce or eliminate any restriction or performance period or criteria for any Grant, subject to the provisions of Section 13, (iv) otherwise amend the terms of any previously issued Grant in any manner, subject to the provisions of Section 20, and (v) adopt guidelines separate from this Plan that set forth the process for making Grants.

(c)Committee Determinations. Subject to the terms of this Plan and applicable law, the Committee shall have full power and discretionary authority to administer and interpret this Plan, to make factual determinations in respect of this Plan and any and all Grants and to adopt or amend rules, regulations, agreements and instruments for implementing this Plan. Subject to the terms of this Plan and applicable law, all interpretations and determinations made by the Committee shall be conclusive and binding on all Persons having any interest in this Plan or any Grant. The Committee shall have the right to exercise its power and authority in its sole discretion and need not do so uniformly as to similarly situated individuals.

(d)Limitation of Liability. Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any Employee, the Company's independent registered public accountants or any executive compensation consultant, legal counsel or other professional retained by it or the Company. No member of the Committee, and no any Employee acting on behalf of the Committee, shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to this Plan, and all members of the Committee and any Employee acting on behalf of the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination or interpretation.

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4. Grants

Grants may consist of Options, SARs, Stock Units, Stock Awards, Dividend Equivalents and Other Stock-Based Awards. Grants may be made to Employees, Non-Employee Directors and Consultants; provided, that Grants of Incentive Stock Options may only be made to Employees or employees of the Parent. All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan as the Committee deems necessary, appropriate or expedient. All Grants shall be evidenced by Grant Letters. Grants under a particular Section of this Plan need not be uniform as among the Participants. Each Grant shall be made conditional upon the relevant Participant’s written acknowledgement that all decisions and determinations of the Committee shall be final and binding on such Participant, his or her beneficiaries, and any other Person having or claiming an interest under such Grant. Notwithstanding any provision of this Plan to the contrary, the Committee may make Grants, or vesting or exercisability of Grants, that are contingent on, and subject to, stockholder approval of this Plan or an amendment to this Plan.

5. Shares of Stock Subject to this Plan

(a)Shares Authorized. Subject to Sections 5(b) and 5(d), the aggregate number of shares of Stock that may be issued or transferred under this Plan equals the sum of (i) 9,450,000 shares of Stock, (ii) the number of shares of Stock subject to grants outstanding, as of the time at which this Plan is adopted by the Board, under the Prior Plans that are forfeited, cancelled, expired, exchanged or surrendered after such time without issuance or transfer of such shares of Stock and (iii) the number of shares of Stock authorized for issuance or transfer under the Prior Plans that are not subject to grants outstanding or previously exercised as of the time at which this Plan is adopted by the Board; provided, however, that (x) the number of shares of Stock described in clause (iii) above shall be reduced (but not below zero) by the number of shares of Stock that become subject to grants under the Prior Plan after the time at which this Plan is adopted by the Board, (y) the number of shares of Stock described in clause (ii) above shall be increased by the number of shares of Stock described in clause (x) above that are subsequently forfeited, cancelled, expired, exchanged or surrendered without issuance or transfer of such shares of Stock and (z) no more than 5,000,000 shares of Stock shall be issued or transferred upon exercise or settlement of Incentive Stock Options. Shares issued or transferred hereunder may be authorized, but unissued, shares of Stock or reacquired shares of Stock, including shares of Stock purchased by NYFIX on the open market for purposes of this Plan.

(b)Share Counting. For each Grant made under this Plan that may be settled in shares of Stock, shares of Stock equal to the maximum number of shares of Stock that may be issuable and transferable thereunder shall not be available for other Grants under this Plan; provided, however, that, if and to the extent that such Grant terminates, expires or is canceled, forfeited, exchanged or surrendered without settlement by the issuance or transfer of shares of Stock, such shares shall again become available for other Grants under this Plan. To the extent that a Grant is settled in cash, and not by the issuance or transfer of shares of Stock, any shares of Stock previously subject to such Grant shall again become available for other Grants under this Plan.

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(c)Individual Limits. All Grants under this Plan, other than Dividend Equivalents, shall be expressed in shares of Stock. The maximum aggregate number of shares of Stock with respect to which Grants, other than Dividend Equivalents, may be made under this Plan to any individual during any consecutive 12-month period shall be 5,000,000 shares, subject to adjustment as described below. The individual limits described in this Section 5(c) shall apply without regard to whether the Grants are to be settled by the issuance or transfer of shares of Stock or in cash. All cash settlements (other than Dividend Equivalents) shall equal the Fair Market Value of the shares of Stock to which the cash settlement relates, determined as of the trading day immediately prior to the date of settlement.

(d)Adjustments. If (i) a stock dividend, stock split or reverse stock split, (ii) a merger, reorganization, restructuring, spin-off, split-off, recapitalization, extraordinary dividend or distribution, or consolidation, (iii) a reclassification, recapitalization, re-incorporation, combination or exchange of shares, or change in par value or (iv) another corporate transaction (which includes any other extraordinary or unusual event affecting the outstanding Stock, including a change in applicable laws or circumstances) occurs which results in or would result in any substantial dilution or enlargement of rights granted under this Plan or substantial increase or decrease in the value of outstanding shares of Stock, then the maximum number of shares of Stock available for issuance under this Plan, the maximum number of shares of Stock with respect to which Grants may be made to any individual during any consecutive 12-month period, the number of shares of Stock subject to outstanding Grants, the kind of shares to be issued or transferred under this Plan, the price per share or the applicable market value of such Grants and such other provisions hereof or thereof as may be appropriate shall be adjusted by the Committee as it shall deem equitable. Adjustments, if any, made by the Committee shall be final and binding on all Persons.

(e)Initial Stockholder Approval. The Committee may make Grants under this Plan at any time after it is adopted by the Board; provided, however, that, notwithstanding anything contained in this Plan to the contrary, Grants, and vesting, acceleration of vesting and exercise of Grants, in each case made to or by Senior Executives (other than the grants to the Chief Executive Officer described in the following sentence) prior to approval of this Plan by the stockholders, must be made subject to and contingent on approval of this Plan by the stockholders in accordance with Section 19(c).

(f)Failure to Obtain Initial Stockholder Approval. If the stockholders of NYFIX fail to approve this Plan at the stockholders meeting wherein this Plan is first presented for approval, then any Grants made under this Plan that (i) were made after the approval of this Plan by the Board, (ii) were made prior to such stockholders meeting and (iii) were not subject to stockholder approval, shall remain outstanding in accordance with the terms of the applicable Grant Letter and this Plan. If the stockholders of NYFIX fail to approve this Plan at such stockholders meeting, this Plan shall terminate, no Grants shall thereafter be made under this Plan and Prior Plans shall continue to be operative in accordance with their terms as in effect prior to the time at which this Plan is adopted by the Board.

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6. Eligibility for Participation

All Employees, including Employees who are officers or members of the Board, and all Non-Employee Directors shall be eligible to participate in this Plan. Consultants shall be eligible to participate in this Plan if they perform bona fide services for the Company, the services are not performed in connection with the offer or sale of securities in a capital raising transaction and they do not directly or indirectly promote or maintain a market for NYFIX’s securities.

7. Options

(a)General Requirements. The Committee may grant Options to an Employee, Consultant or Non-Employee Director upon such terms and conditions as the Committee deems appropriate.

(b)Number of Shares. The Committee shall determine the number of shares of Stock that will be subject to each Grant of Options to Employees, Consultants and Non-Employee Directors.

(c)Type of Option and Price.

(i)The Committee may grant Incentive Stock Options or Nonqualified Stock Options or any combination of Incentive Stock Options and Nonqualified Stock Options. Incentive Stock Options shall be granted only to Employees of NYFIX or its Parent or Subsidiaries. Nonqualified Stock Options may be granted to Employees, Consultants and Non-Employee Directors.

(ii)The Option Price shall be determined by the Committee, but shall not be less than the Fair Market Value of the Stock subject to the Grant on the Date of Grant; provided, however, that an Incentive Stock Option shall not be granted to an Employee who, at the Date of Grant, owns Stock possessing more than 10% of the total combined voting power of all classes of capital stock of NYFIX or any Parent or Subsidiary, unless the Option Price is not less than 110% of the Fair Market Value of the Stock on the Date of Grant.

(d)Option Term. The Committee shall determine the term of each Option. The term of an Option shall not exceed ten years from the Date of Grant. However, an Incentive Stock Option that is granted to an Employee who, at the Date of Grant, owns Stock possessing more than 10% of the total combined voting power of all classes of capital stock of NYFIX, or any Parent or Subsidiary, shall not have a term that exceeds five years from the Date of Grant.

(e)Exercisability of Options. Options shall become exercisable in accordance with such terms and conditions as may be determined by the Committee and specified in the Grant Letter. The Committee may accelerate the exercisability of any or all outstanding Options at any time for any reason.

(f)Termination of Employment or Service. Except as otherwise determined by the Committee and specified in the Grant Letter, an Option may only be exercised while the Participant is employed by, or providing service to, the Company.

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(g)Exercise of Options. Except as otherwise provided in the Grant Letter, a Participant shall exercise an Option that has become exercisable, in whole or in part, by delivering a notice of exercise to NYFIX or its designated agent. The Participant shall pay the Option Price and any withholding taxes for the Option (i) in cash or by check, (ii) subject to prior approval of the Committee, by delivering shares of Stock owned by the Participant and having a Fair Market Value on the date of exercise equal to the Option Price or by attestation (on a form prescribed by the Committee) to ownership of shares of Stock having an aggregate Fair Market Value on the date of exercise equal to the Option Price, or (iii) by such other method as the Committee may approve. The Committee may require, in its discretion, that shares of Stock used to pay the Option Price and any withholding taxes pursuant to clause (ii) of the preceding sentence must have been held by the Participant for the requisite period of time to avoid adverse accounting consequences to NYFIX with respect to the Option. The Committee may establish and change rules for the timing of payment of the Option Price and any withholding taxes. No exercise of an Option shall be complete until the Company (x) has received such payment and (y) has settled the Option by issuing or transferring shares of Stock to the Participant.

(h)Limits on Incentive Stock Options. Each Incentive Stock Option shall provide that, if the aggregate Fair Market Value (determined as of the Date of Grant) of Stock with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under this Plan or any other stock option or similar plan of NYFIX or a Parent or Subsidiary, exceeds $100,000, then the Option, as to the excess, shall be treated as a Nonqualified Stock Option.

8. SARs

(a)General Requirements. The Committee may grant SARs to any Employee, Consultant or Non-Employee Director upon such terms and conditions as the Committee deems appropriate. Each SAR shall represent the right of the Participant to receive, upon settlement of the SAR, shares of Stock or cash equal to the amount by which the Fair Market Value of a share of Stock on the date of exercise of the SAR exceeds the base amount of the SAR as described in Section 8(c).

(b)Number of Shares. The Committee shall determine the number of shares of Stock that will be subject to each Grant of SARs to Employees, Consultants and Non-Employee Directors.

(c)Terms of SARs. The Committee shall determine the terms and conditions of SARs and may grant SARs separately from or in tandem with any Option (for all or a portion of the applicable Option); provided, however, that the term of an SAR granted separately from an Option shall not exceed ten years from the Date of Grant. Tandem SARs may be granted either at the time the Option is granted or any time thereafter while the Option remains outstanding; provided, however, that, in the case of an Incentive Stock Option, SARs may be granted only at the time of the grant of the Incentive Stock Option.

(d)Base Amount. The Committee shall establish the base amount of each SAR at the time such SAR is granted, which amount shall not be less than the Fair Market Value of the shares of Stock subject to such SAR on the Date of Grant.

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(e)Exercisability of SARs. SARs shall become exercisable in accordance with such terms and conditions as may be determined by the Committee and specified in the Grant Letter. The Committee may accelerate the exercisability of any or all outstanding SARs at any time for any reason.

(f)Settlement With Respect to SARs. The Committee shall determine whether the appreciation in an SAR shall be settled in cash, by the issuance or transfer of shares of Stock, or by a combination of the two, in such proportion as the Committee shall determine. For purposes of calculating the number of shares of Stock to be received, Stock shall be valued at its Fair Market Value on the date of exercise of the SAR. If shares of Stock are to be issued or transferred upon exercise of an SAR, cash shall be delivered in lieu of any fractional share.

(g)Termination of Employment or Service. Except as otherwise determined by the Committee and specified in the Grant Letter, an SAR may only be exercised while the Participant is employed by, or providing service to, the Company. SARs shall be forfeited under such other circumstances, if any, as may be determined by the Committee.

(h)Exercise of SARs. Except as otherwise provided in the Grant Letter, a Participant shall exercise an SAR that has become exercisable, in whole or in part, by delivering a notice of exercise to NYFIX or its designated agent.

9. Stock Units

(a)General Requirements. The Committee may grant Stock Units to any Employee, Consultant or Non-Employee Director upon such terms and conditions as the Committee deems appropriate. Each Stock Unit shall represent the right of the Participant to receive a share of Stock or an amount based on the value of a share of Stock.

(b)Number of Shares. The Committee shall determine the number of shares of Stock that will be subject to each Grant of Stock Units to Employees, Consultants and Non-Employee Directors.

(c)Terms of Stock Units. The Committee may grant Stock Units that may be settled only if specified performance goals or other conditions are met or under other circumstances.

(d)Settlement With Respect to Stock Units. The Committee may provide in the Grant Letter that Stock Units shall be settled, in whole or in part, in the event of the Participant’s death or disability or under other circumstances consistent with Section 409A of the Code and the related Treasury Regulations. Stock Units shall be settled within 75 days following the date or dates specified in the Grant Letter. Settlement with respect to Stock Units shall be made in cash, by the issuance or transfer of shares of Stock, or by a combination of the two, as determined by the Committee.

(e)Termination of Employment or Service. Except as otherwise determined by the Committee and specified in the Grant Letter, a Stock Unit may only be retained and settled while the Participant is employed by, or providing service to, the Company. Stock Units shall be forfeited under such other circumstances, if any, as may be determined by the Committee.

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10. Stock Awards

(a)General Requirements. The Committee may issue or transfer shares of Stock to an Employee, Consultant or Non-Employee Director under a Stock Award upon such terms and conditions as the Committee deems appropriate. Shares of Stock issued or transferred pursuant to Stock Awards may be issued or transferred for cash consideration or for no cash consideration, and subject to restrictions or no restrictions, as determined by the Committee. The Committee may establish conditions under which restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate, including restrictions based upon the achievement of specific performance goals.

(b)Number of Shares. The Committee shall determine the number of shares of Stock to be issued or transferred pursuant to a Grant of a Stock Award to Employees, Consultants and Non-Employee Directors.

(c)Restrictions on Transfer. While Stock Awards are subject to restrictions, a Participant may not sell, assign, transfer, pledge or otherwise dispose of the shares of Stock subject to such Stock Award except upon death as described in Section 16. Each certificate, or electronic book entry equivalent, for a share of Stock subject to a Stock Award shall contain a legend giving appropriate notice of the restrictions applicable thereto. The Participant shall be entitled to have the legend removed when all restrictions have lapsed. NYFIX or its designated agent may retain possession of any stock certificates for Stock Awards until all restrictions have lapsed.

(d)Settlement With Respect to Stock Awards. Settlement with respect to Stock Awards shall be made by the issuance or transfer of shares of Stock following the lapse of any restrictions on shares of Stock subject to the Stock Award.

(e)Termination of Employment or Service. Except as otherwise determined by the Committee and specified in the Grant Letter, restrictions on a Stock Award may only lapse while the Participant is employed by, or providing service to, the Company. Stock Awards shall be forfeited under such other circumstances, if any, as may be determined by the Committee.

(f)Right to Vote and to Receive Dividends. The Committee shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares of Stock subject to Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The Committee may determine that a Participant’s entitlement to dividends or other distributions with respect to a Stock Award shall be subject to achievement of performance goals or other conditions.

11. Dividend Equivalents

(a)General Requirements. When the Committee makes a Grant under this Plan, the Committee may grant Dividend Equivalents in connection with such Grants upon such terms and conditions as the Committee deems appropriate. Dividend Equivalents shall be paid within 90 days following the later of the date (i) dividends are paid to stockholders of NYFIX or (ii) the Participant vests in such Grant. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any Dividend Equivalents.

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(b)Settlement with Respect to Dividend Equivalents. The Committee may provide in the Grant Letter that Dividend Equivalents shall be settled, in whole or in part, in the event of the Participant’s death or disability or under other circumstances consistent with Section 409A of the Code and the related Treasury Regulations. Dividend Equivalents may be settled in cash, by the issuance or transfer of shares of Stock, or by a combination of the two, as determined by the Committee.

(c) Termination of Employment or Service. Except as otherwise determined by the Committee and specified in the Grant Letter, a Dividend Equivalent may only be settled while the Participant is employed by, or providing service to, the Company. Dividend Equivalents shall be forfeited under such other circumstances, if any, as may be determined by the Committee.

12. Other Stock-Based Awards

The Committee may grant other awards that are based on, measured by or may be settled by the issuance or transfer of shares of Stock to Employees, Consultants or Non-Employee Directors upon such terms and conditions as the Committee deems appropriate. Other Stock-Based Awards may be granted subject to achievement of performance goals or other conditions and may be settled in cash, by the issuance or transfer of shares of Stock or by a combination of the two, as determined by the Committee. The Committee may provide in the Grant Letter that Other Stock-Based Awards shall be settled, in whole or in part, in the event of the Participant’s death or disability or under other circumstances consistent with Section 409A of the Code and the related Treasury Regulations.

13. Qualified Performance-Based Compensation

(a)Designation as Qualified Performance-Based Compensation. The Committee may determine that Stock Units, Stock Awards, Dividend Equivalents or Other Stock-Based Awards granted to an Employee are intended to be considered “qualified performance-based compensation” under Section 162(m) of the Code. The provisions of this Section 13 shall apply to any such Grants. To the extent that Grants of Stock Units, Stock Awards, Dividend Equivalents or Other Stock-Based Awards are intended to be “qualified performance-based compensation” under Section 162(m) of the Code, no such Grant may be made as an alternative to another Grant that is not designated as “qualified performance-based compensation” but instead must be separate and apart from all other Grants.

(b)Performance Goals. When Stock Units, Stock Awards, Dividend Equivalents or Other Stock-Based Awards that are intended to be considered “qualified performance-based compensation” are granted, the Committee shall establish (i) the objective performance goals that must be met, (ii) the period during which performance will be measured, (iii) the maximum amounts that may be paid if the performance goals are met and (iv) any other conditions that the Committee deems appropriate and consistent with this Plan and the requirements of Section 162(m) of the Code for “qualified performance-based compensation.” The Committee is authorized, at any time during the first 90 days of the period of service to which the performance goal relates (or, if shorter, the first 25% of the period of service, as allowed under Section 162(m) of the Code), in its discretion, to adjust or modify the calculation of a performance goal; provided, that the performance goals are established in a written form within the time permitted by Section 162(m) of the Code to be considered “qualified performance-based compensation.” The performance goals shall satisfy the requirements for “qualified performance-based compensation,” including the requirement that the achievement of the goals be substantially uncertain at the time they are established and that the performance goals be established in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goals have been met. Except as provided in this Section 13(b), the Committee shall not have discretion to increase the amount of compensation that is payable upon achievement of the designated performance goals.

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(c)Criteria Used for Objective Performance Goals. The Committee shall use objectively determinable performance goals, which may include one or more of the following criteria: Stock price; earnings per share; net earnings or profits; operating earnings; EBITDA; EBIT; gross margin; operating margin; return on capital; return on investment; total shareholder return; return on assets; stockholder return; return on equity; change in assets; unit volume; sales; market share; or strategic business criteria consisting of one or more objectives based on meeting specific revenue goals, market penetration goals, geographic business expansion goals, cost targets, cash or debt targets or goals relating to restructurings, acquisitions or divestitures. The performance goals may relate to the Participant’s business unit or the performance of NYFIX, a Subsidiary or NYFIX and its Subsidiaries as a whole, or any combination of the foregoing. Performance goals need not be uniform as among Participants.

(d)Timing of Establishment of Goals. The Committee shall establish the performance goals either before the beginning of the performance period or during a period ending no later than the earlier of (i) 90 days after the beginning of the performance period or (ii) the date on which 25% of the performance period has been completed or such other date as may be required or permitted under applicable Treasury Regulations under Section 162(m) of the Code.

(e)Adjustment to Goals. The Committee is authorized at any time during the period specified in Section 13(d) or at any time thereafter, in its sole discretion, to adjust or modify the calculation of a performance goal for the applicable performance period, based on and in order to appropriately reflect any one or more of the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; and (ix) a change in the Company’s fiscal year.

(f)Certification of Results. The Committee shall certify and announce the results for the performance period to all Participants after NYFIX announces NYFIX’s financial results for the performance period. The Committee shall determine the amount, if any, to be paid pursuant to each Grant based on the achievement of the designated performance goals and the terms of each Grant Letter.

(g)Death, Disability or Other Circumstances. The Committee may provide in the Grant Letter that Grants shall be settled, in whole or in part, in the event of the Participant’s death or disability, a Change in Control or under other circumstances consistent with Sections 162(m) and 409A of the Code and the related Treasury Regulations.

14. Deferrals

The Committee may establish rules and regulations to permit or require a Participant to defer receipt of the settlement in cash or by the issuance or transfer of shares of Stock that would otherwise be due to the Participant in connection with any Grant. If the Committee decides to permit or require such deferrals, the Committee shall establish written rules and procedures governing such deferrals, which shall be consistent with the requirements of Section 409A of the Code and the related Treasury Regulations.

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15. Withholding of Taxes

(a)Required Withholding. All Grants under this Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Company may, and is hereby authorized to, at its election, (i) require that the Participant or other Person receiving or exercising Grants, or receiving shares of Stock or cash or other property in settlement of Grants, pay to the Company, (ii) deduct from other compensation to be paid by the Company or (iii) withhold from any shares of Stock or cash or other property deliverable under this Plan in settlement of a Grant, in each case, the amount of any federal, state or local taxes that the Company is required to withhold with respect to such Grants.

(b)Election to Withhold Shares. Subject to the approval of the Committee, a Participant may elect to satisfy any tax withholding obligation with respect to Grants to be settled in shares of Stock by (i) having shares withheld, at the time such Grants become taxable, up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities or (ii) delivering to the Company shares of Stock owned by the Participant; provided that the Committee may require, in its discretion, that such shares of Stock have been held by the Participant for a period of time to avoid adverse accounting consequences to the Company. The elections described in this Section 15(b) must be made in a form and manner prescribed by the Committee.

16. Transferability of Grants

(a)In General. Except as provided in this Section 16, only the Participant may exercise rights under a Grant during the Participant’s lifetime. A Participant may not transfer those rights except by will or by the laws of descent and distribution, or, with respect to Grants other than Incentive Stock Options, if permitted in any specific case by the Committee, pursuant to a domestic relations order. When a Participant dies, the Successor Participant may exercise such rights in accordance with the terms of this Plan and the relevant Grant Letter. A Successor Participant must furnish proof satisfactory to NYFIX of his or her right to the Grant under the Participant’s will or the applicable laws of descent and distribution.

(b)Transfer of Nonqualified Stock Options. Notwithstanding anything contained in Section 16(a) to the contrary, the Committee may permit a Participant to transfer Grants to family members, family trusts or partnerships, or similar persons or entities, consistent with applicable securities laws, on such terms and conditions as the Committee may determine; provided, that the Participant receives no consideration for the transfer and the transferred Grant continues to be subject to the same terms and conditions as were applicable to it immediately before the transfer.

17. Consequences of a Change in Control

(a)Notice and Acceleration. Upon a Change in Control, unless the Committee determines otherwise, all outstanding Grants held by any such Participant shall continue to vest and become exercisable in accordance with the original terms of the Grants and all restrictions and conditions on all outstanding Grants held by any such Participant shall continue to lapse in accordance with the original terms of the Grants, in each case unaffected by the Change in Control.

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(b)Assumption of Grants. Upon a Change in Control where NYFIX is not the survivor (or survives only as a subsidiary of another Person), all outstanding Grants that are not settled or cancelled under Section 17(c) shall be assumed by, or replaced with comparable grants by, the survivor (or such other Person).

(c)Other Alternatives. Notwithstanding anything contained in Section 17(b) to the contrary, upon a Change in Control, the Committee may take any one or more of the following actions with respect to any or all outstanding Grants, without the consent of any Participant: (i) require that outstanding Grants that are “in-the-money” be settled in cash in an amount equal to the amount by which they are “in-the-money”, as determined by the Committee; (ii) require that Participants surrender their outstanding Grants that are “in-the-money” in exchange for a settlement immediately following the Change in Control, as determined by the Committee; and (iii) cancel any or all Grants that are not “in the money” without consideration. Such surrender, settlement and cancellation shall take place as of the date of the Change in Control or such other date as the Committee may specify. For purposes of this Section 17(c), “in the money” means that a Grant has a positive value.

18. Requirements for Issuance of Shares

(a)Securities Laws. Notwithstanding anything contained in this Plan to the contrary, no shares of Stock shall be issued or transferred in connection with any Grant hereunder unless and until all requirements imposed by securities and other laws, rules and regulations and by any securities exchange or market on which the Stock is listed then applicable to the issuance or transfer of such shares shall have been complied with to the satisfaction of NYFIX. The Committee shall have the right to condition any Grant made to any Participant hereunder on such Participant’s undertaking to comply with such restrictions on his or her subsequent disposition of such shares of Stock as the Committee shall deem necessary or advisable, and certificates representing such shares may bear legends to reflect any such restrictions. Certificates representing shares of Stock issued or transferred under this Plan may be subject to such stop-transfer orders and other restrictions, and bear such other legends as the Company may deem necessary or appropriate.

(b)Registration. NYFIX shall use commercially reasonable efforts, as determined in the sole discretion of NYFIX, to file, at its expense, a registration statement or statements on Form S-8 or Form S-3 (or any applicable successor Form), as appropriate, to register the sale, issuance, transfer or resale of the shares of Stock subject to this Plan under the Securities Act of 1933 (the “Securities Act”), at such time or times and subject to such restrictions and limitations as NYFIX, in its sole discretion, may deem necessary or appropriate. Without limiting any such restrictions or limitations, any issuance, transfer or resale of shares of Stock pursuant to such registration statement or statements shall be subject to (i) the continued effectiveness or use, at NYFIX’s discretion, of such registration statement or statements and (ii) any blackout, insider trading, short-swing profits, holdback or other trading restrictions which NYFIX may impose or to which the Participant may be subject, by law, under Company policies or otherwise. For so long as the shares of Stock are not registered for sale, issuance or transfer or are otherwise not permitted to be sold, issued or transferred under the Securities Act or other applicable laws, NYFIX shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to a Grant unless such shares may be offered or sold without such registration pursuant to an available exemption therefrom, the terms and conditions of such exemption shall have been fully complied with and NYFIX elects to rely thereon (which it shall be under no obligation to do). If the shares of Stock offered for sale or sold under this Plan are offered or sold pursuant to (x) an exemption from registration under the Securities Act or (y) any applicable law other than those of the United States, NYFIX may restrict the transfer of such shares of Stock and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of such exemption.

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(c)No Company Liability. The Company shall have no liability to a Participant if the Fair Market Value decreases between the date on which the Participant first attempts to exercise his or her Grant under this Plan and the date on which the Company issues or transfers shares of Stock in settlement therefor. In addition, the Company shall have no liability in respect of any Grant under this Plan that expires prior to exercise or that are cancelled or otherwise forfeited pursuant to the terms of this Plan or the applicable Grant Letter.

(d)Indemnification. Any Participant for whom the resale of shares of Stock is included in a registration statement or statements will indemnify the Company, each of its directors and officers and each Person who controls the Company (other than such Participant) against all claims, losses, damages, expenses and liabilities (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement or statements, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, each of its directors and officers and each Person controlling the Company (other than such Participant) for all legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged statement) or omission (or alleged omission) is made in such registration statement or statements in reliance upon and in conformity with written information furnished to the Company by such Participant with respect to such Participant and expressly stated to be specifically for use therein; provided, however, that the liability of any such Participant under this Section 18(d) shall be limited to the amount of proceeds received by such Participant in the resale giving rise to such liability.

19. Amendment and Termination

(a)Amendment. The Board may amend or terminate this Plan at any time; provided, however, that the Board shall not amend this Plan without approval of the stockholders of NYFIX to the extent that such approval is required in order to comply with the Code or applicable laws or to comply with requirements of any securities exchange or market on which the Stock is listed. The Committee may amend any Grant Letter at any time. No amendment or termination of this Plan and no amendment of any Grant Letter shall, without the consent of such Participant, impair any rights or obligations under any Grant previously made to a Participant, unless such right has been reserved in this Plan or the Grant Letter or except as provided in Section 20(b).

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(b)Repricing. At the discretion of the Committee, any Grant under this Plan may be repriced, replaced, regranted through cancellation or modified to reduce the exercise or base price. The authority given under preceding sentence is given in addition to the authority to make any adjustment to a Grant pursuant to Section 5(d). Without limiting the first sentence of this Section 19(b), the Committee may cancel an outstanding Grant that is underwater for the purpose of granting a replacement Grant of a different type.

(c)Stockholder Approval for “Qualified Performance-Based Compensation.” For purposes of making Grants to Senior Executives under this Plan at any time (except as provided in Section 5(e)), this Plan must be approved by NYFIX’s stockholders in a manner intended to comply with Sections 422(b)(i) and 162(m) of the Code and the related Treasury Regulations no later than the earlier of (i) 12 months following the date the Plan is approved by the Board and (ii) the date a Grant is first settled under the Plan. In addition, for purposes of making grants to Senior Executives following the expiration of the initial stockholder approval, this Plan must be reapproved by NYFIX’s stockholders no later than the first stockholders meeting that occurs in the fifth year following the year in which the stockholders previously approved the provisions of Section 13, if additional Grants are to be made under Section 13 and such approval is then required by Section 162(m) of the Code or the related Treasury Regulations.

(d)Termination of Plan. This Plan shall terminate on the day immediately preceding the tenth anniversary of the date of stockholder approval of this Plan, unless this Plan is terminated earlier under Section 5(f) or by the Board or, with the approval of the stockholders, is extended by the Board. The termination of this Plan shall not impair the power and authority of the Committee with respect to an outstanding Grant and the terms and conditions of this Plan shall continue to apply to such outstanding Grants.

20. Miscellaneous

(a)Grants in Connection with Corporate Transactions and Otherwise. Nothing contained in this Plan shall be construed to (i) limit the right of the Committee to make Grants under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or assets of any Person, including Grants to employees thereof who become Employees, or for other proper corporate purposes or (ii) limit the right of NYFIX to grant stock options or make other awards outside of this Plan. Without limiting the foregoing, the Committee may make a Grant to an employee of another Person who becomes an Employee by reason of such an acquisition in substitution for a grant made by such Person. The terms and conditions of the substitute Grants may vary from the terms and conditions required by this Plan and from those of the substituted grant. The Committee shall prescribe the provisions of the substitute Grants.

(b)Compliance with Law. This Plan, the Grants made hereunder and the obligations of NYFIX under this Plan and such Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency that may be required. Notwithstanding anything contained herein or in any Grant Letter to the contrary, the Committee may revoke any Grant if it is contrary to applicable law or modify a Grant to bring it into compliance with applicable law or within the provisions of this Plan. The Committee may, in its sole discretion, agree to limit its authority under this Section.

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(c)Section 409A. It is the intention of NYFIX that no Grant be subject to the additional tax imposed by Section 409A(b)(5)(i) of the Code, and to the extent that there are any ambiguities herein, this Plan shall be interpreted and administered accordingly.

(d)Enforceability. This Plan shall be binding upon and enforceable against NYFIX and its successors and assigns.

(e)Funding of this Plan; Limitation on Rights. This Plan shall be unfunded. Neither NYFIX nor any other Person shall be required to establish any special or separate fund or to make any other segregation of assets to assure the settlement of any Grants under this Plan. Nothing contained in this Plan and no action taken pursuant hereto shall create or be construed to create a fiduciary relationship between the Company or any other Person and any Participant or any other Person. No Participant or other Person shall under any circumstances acquire any property interest in any specific assets of the Company or any other Person. To the extent that any Person acquires a right to receive settlement from NYFIX hereunder, such right shall be no greater than the right of any unsecured general creditor of NYFIX.

(f)Rights of Participants. Nothing in this Plan shall entitle any Employee, Consultant, Non-Employee Director or other Person to any claim or right to receive a Grant under this Plan. Neither this Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or continue in the employment or service of the Company.

(g)No Acquired Rights or Entitlements/Plan Amendment or Termination. The Plan shall not entitle Participants to any future compensation. The Plan is not an element of the employees’ base salary or base compensation and shall not be considered as part of such in the event of severance, redundancy, or resignation. The Company has no obligation to offer incentive plans to Participants in the future, and the Plan shall be effective only for the time period specified in the Plan and shall not be deemed to renew year over year. The Participant understands and accepts that the incentive payments made under the Plan are entirely at the sole discretion of the Company. Specifically, the Company assumes no obligation to the Participant under this Plan with respect to any doctrine or principle of acquired rights or similar concept. Subject to the provisions of the Plan, the Company may amend or terminate the Plan or discontinue the payment of incentives under the Plan at any time, at its sole discretion and without advance notice.

(h)No Fractional Shares. No fractional shares of Stock are required to be issued or delivered pursuant to this Plan or any Grant. The Committee shall determine whether cash, other awards or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(i)Other Compensation and Benefit Plans. Except as provided in Section 1, the adoption of this Plan shall not affect any other stock incentive or other compensation plans of the Company and shall not preclude the Company from establishing any other forms of stock incentive or other compensation for employees, non-employee directors or other Persons. The amount of any compensation deemed to be received by a Participant pursuant to an Grant shall not constitute compensation with respect to which any other benefits of such Participant are determined, including benefits under any bonus, pension, profit sharing, life insurance or salary continuation plan, except as otherwise specifically provided by the terms of such plan.

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(j)Employees Subject to Taxation Outside the United States. With respect to Participants who are resident or subject to taxation in countries other than the United States, the Committee may make Grants on such terms and conditions as the Committee deems appropriate to comply with the laws of the applicable countries, and the Committee may create such procedures, addenda and subplans and make such modifications as may be necessary or advisable to comply with such laws. In order to facilitate the grant of Awards under this Plan, the Committee may, in its sole discretion, (i) provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by the Company outside of the United States, as the Committee may, in its sole discretion, consider necessary or appropriate to accommodate differences in local law, tax policy or custom and (ii) approve such supplements to, or amendments, restatements or alternative versions of, this Plan, as it may, in its sole discretion, consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan for any other purpose; provided, that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders under any applicable rules

(k)Personal Data. In order to administer this Plan, the Company may process personal data about Participants. Such data includes, but is not limited to, the information provided in a Grant Letter and any changes thereto, other appropriate personal and financial data about a Participant, such as a home address, business address, e-mail address and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of this Plan. By accepting a Grant, each Participant gives explicit consent to the Company to process any such personal data. Participants also give explicit consent to the Company to transfer any such personal data within and outside of the United States or any other country in which the Participant may work or are employed, and such data may be transferred to persons who are designated by the Company to administer this Plan. The United States has not been determined to provide an adequate level of privacy protection as defined in the European Union’s Directive on Data Protection. However, the Company will, at all times, use commercially reasonable efforts to take the appropriate measures to protect Participants’ personal data. Participants have the right to request information on the collection, processing and use of their personal data. If a Participant wishes to exercise his or her rights to information, he or she may make a written request to the Company. Requests should contain sufficient detail to describe the data with respect to which the Participant requests information.

(l)Governing Law. The validity, construction, interpretation and effect of this Plan and Grant Letters issued under this Plan shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.

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Adopted by the Board on __, 2007

_______________________________

Secretary

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EX-4.2

NYFIX, INC.

2007 OMNIBUS EQUITY COMPENSATION PLAN

MODEL

RESTRICTED STOCK UNIT AGREEMENT

[Senior Executives Only]

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”) 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(a)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.

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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.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.

2.2Accelerated 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:

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),

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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

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, 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

2.3Effect 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.

2.4Change 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 settled on the earliest of the following (such earliest date, the “Settlement Date”):

A.the First Vesting Date (in case of First Tranche Units); the Second Vesting Date (in case of Second Tranche Units) or the Final Vesting Date (in 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.

²          For Mr. Vigliotti, include the following definition of “Change in Control”: (i) 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; (ii) any person or group, other than the 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 (iii) any person or group, other than the 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.

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(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.

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.

(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.

ARTICLE IV

MISCELLANEOUS

4.1Definitions.

(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:

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

4.2Notices. 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:

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

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

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(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.

4.3No 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.

4.4Amendments 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.

* * *

7

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

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EX-4.3

NYFIX, INC.

2007 OMNIBUS EQUITY COMPENSATION PLAN

MODEL

NON-QUALIFIED STOCK OPTION AGREEMENT

(Senior Executive Version)

Non-Qualified Stock Option Agreement (this “Agreement”), dated as of __________________, between NYFIX, Inc. (“NYFIX”) and _________________ (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

1.1Grant of Options. The Participant is hereby granted Nonqualified Stock Options representing the right to purchase _________ 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.

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

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

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:

(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, 2011.¹

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.

2.2Accelerated 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.

¹ This model reflects the time-based vesting schedule for persons who were employees prior to March 10, 2007. For employees hired on or after March 10, 2007, options vest over a 48-month period as follows: (1) 25% vest on the first anniversary of the employee’s start date, and (2) the remaining 75% vest ratably each month over the next 36 months such that 100% of the Options are vested on the 48-month anniversary of the start date.

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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.

2.6Change 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

3.1Person 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.

3.2Procedure 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

3.3Withholding 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.

ARTICLE 4

EXPIRATION OF OPTIONS

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

4.2Earlier 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);

² Insert a date no later than 10 years following the Date of Grant.

4

(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.

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

4.4Effective 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

5.1Definitions.

(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 the:

(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.³

(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.

³ To the extent the Participant has a “cause” definition in an agreement, the agreement should be accurately referenced and this general definition deleted.

5

(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 or her principal place of employment to a location more than 50 miles from the Participant’s current location.⁴

5.2Options 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.

5.3Code 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.

5.4Code 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.

5.5Notices. 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 To the extent the Participant has a “good reason” definition in an agreement, the agreement should be accurately referenced and this general definition deleted.

6

(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.

5.6No 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.

5.7Amendments 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.

5.8Governing 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.

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

5.10Counterparts. 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.

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

5.12Effective 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:___________________________________

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 Options and agrees to be bound by the terms and conditions of this Agreement and the Plan.

PARTICIPANT

____________________________________

Signed

8

EX-5

EXHIBIT 5

Kelley Drye & Warren LLP

101 Park Avenue

New York, NY 10178

October 2, 2007

Board of Directors

NYFIX, Inc.

100 Wall Street, 26^th Floor

New York, New York 10005

Re: Registration Statement on Form S-8

2007 Omnibus Equity Compensation Plan

Dear Sirs:

We are acting as counsel to NYFIX, Inc., a Delaware Corporation (the “Corporation”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (“Act”), with the Securities and Exchange Commission (the “Commission”) relating to the registration of 9,450,000 shares of common stock, $0.001 par value per share (the “Shares”), of the Corporation to be issued pursuant to the NYFIX, Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”).

In connection with this opinion, we have examined and relied upon copies certified or otherwise identified to our satisfaction of: (i) the Plan; (ii) an executed copy of the Registration Statement; (iii) the Corporation’s Restated Certificate of Incorporation, as amended to date, and the Corporation’s Amended By-laws; and (iv) the minute books and other records of corporate proceedings of the Corporation, as made available to us by officers of the Corporation. In addition, we have reviewed such matters of law as we have deemed necessary or appropriate for the purpose of rendering this opinion.

For purposes of this opinion we have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons and the genuineness of all signatures on all documents examined by us. As to certain factual matters material to the opinion expressed herein, we have relied, to the extent we deemed proper, upon representations, warranties and statements as to factual matters of officers and other representatives of the Corporation. We express no opinion as to any law other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America. Without limiting the foregoing, we express no opinion with respect to the applicability thereto or effect of municipal laws or the rules, regulations or orders of any municipal agencies within any such state.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, it is our opinion that the Shares have been duly authorized and reserved for issuance and that, when certificates for the Shares have been duly executed by the Corporation, countersigned by a transfer agent, duly registered by a registrar for the Shares and issued and paid for in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond the opinions expressly stated herein. We assume no obligation to revise or supplement this opinion should the present General Corporation Law of the State of Delaware or the federal laws of the United States of America be changed by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

Very truly yours,

KELLEY DRYE & WARREN LLP

/s/ Kelley Drye & Warren LLP

2

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of NYFIX, Inc. (the “Company”) of our reports, dated August 1, 2007, relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appear in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

/s/ Friedman LLP

East Hanover, New Jersey

September 27, 2007