8-K

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

____________________

FORM 8-K

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

Date of Report (Date of earliest event reported): January 9, 2007

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

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

100 Wall Street, 26^th Floor, New York, New York 10005
(Address of principal executive offices)

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

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

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

(a) (1) On January 15, 2007 the Company entered into an Employment Agreement, effective January 1, 2007, with W. Brennan Carley (the “Carley Agreement”), pursuant to which Mr. Carley is employed as Executive Vice President, Head of Business Operations and Chief Strategy Officer of the Company. Through his consulting company, Benchris Inc., Mr. Carley served as an Entrepreneur in Residence with Warburg Pincus from January 2006 through August 2006. Mr. Carley served as a consultant for the Company, through Benchris, from September 2006 through December 2006.

Pursuant to the Carley Agreement, Mr. Carley’s annual base salary for 2007 will be $300,000 and the Company will pay Mr. Carley a signing bonus of $100,000, which is subject to full recapture if Mr. Carley is no longer employed by the Company in twelve months (unless he is terminated by the Company without Cause or leaves for Good Reason as defined in the Carley Agreement). Mr. Carley has a target bonus for 2007 of $225,000 and for subsequent years of not less than 75% of his annual base salary. In each year, Mr. Carley’s target bonus will be based on goals and objectives adopted by the Company consistent with the manner of adoption of such goals and objectives for other senior management employees. Mr. Carley’s actual bonus in each year will be calculated on the basis of achievement of the specified goals and objectives. In addition, if the Company does not grant Mr. Carley an award of stock options during 2007, Mr. Carley will be entitled to a bonus of $275,000. Either party may terminate Mr. Carley’s employment at any time, subject to the termination provisions in the Carley Agreement that include notice and severance payments in circumstances specified in that agreement. Unless the Company terminates Mr. Carley’s employment for Cause or Mr. Carley terminates his employment without Good Reason (as defined in the Carley Agreement), Mr. Carley receives a severance equal to his base salary for one year, plus, if the first traunche of any equity award made to him has not yet vested, an amount equal to his target bonus, at target, pro-rated for the length of the Severance Period (as defined in the Carley Agreement). A copy of the Carley Agreement is filed as Exhibit 10.1 hereto.

(2) On January 5, 2007, the Company executed an Offer Letter with David A. Merrill (the “Merrill Offer Letter”) pursuant to which Mr. Merrill will become the Company’s Chief of Client Operations, effective January 22, 2007.

Pursuant to the Merrill Offer Letter, Mr. Merrill’s base salary for 2007 will be payable at a rate of $300,000 per annum. Mr. Merrill has a target bonus for 2007 of $225,000, with the actual bonus varying based upon performance against targets to be determined by the Company. If the Company does not award Mr. Merrill equity during 2007, Mr. Merrill’s target bonus will be $275,000. For calendar year 2007, the Company will pay Mr. Merrill an additional bonus based upon incremental revenue growth over calendar year 2006 as follows: one percent (1%) of the first $10 million; two percent (2%) of the next $5 million; two and one half percent (2.5%) of the next $5 million; and one percent (1%) of any amount in excess of $20 million. If the Company adopts an Equity Incentive Plan, Mr. Merrill will be entitled to such equity awards as would reflect Mr. Merrill’s senior role with the Company. In addition, if the Company adopts an Equity Incentive Plan that provides for the award of restricted stock, Mr. Merrill will be entitled to a one-time restricted stock grant with a value of $300,000 on the date of grant, which will vest in 12 months

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from date of grant. Mr. Merrill will forfeit such grant if he is not employed by the Company on the date the award vests (unless he is terminated by the Company without Cause, as defined in the Merrill Offer Letter). If the Company does not make such an award of restricted stock within three (3) months of the start date of his employment with the Company, Mr. Merrill will be entitled to a cash payment of $300,000, which is subject to full recapture if Mr. Merrill is not employed by the Company twelve months after this payment (unless the Company terminates his employment without Cause, as defined in the Merrill Offer Letter). Either party may terminate Mr. Merrill’s employment at any time, subject to the termination provisions in the Merrill Offer Letter that include severance payments in circumstances specified in that letter. If the Company terminates Mr. Merrill without Cause, Mr. Merrill receives a severance equal to his base salary for one year. A copy of the Merrill Offer Letter is filed as Exhibit 10.2 hereto.

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

(c) On January 9, 2007, the Board of Directors of the Company approved the appointment of W. Brennan Carley, age 45, as the Company’s Executive Vice President, Head of Business Operations and Chief Strategy Officer. On the same date, the Board also designated Mr. Carley an executive officer. Through his consulting company, Benchris Inc., Mr. Carley served as a consultant for the Company from September 2006 through December 2006. From January 2006 through August 2006, Mr. Carley served as an Entrepreneur in Residence with Warburg Pincus through Benchris, Inc. Prior to working with Warburg Pincus, Mr. Carley was Chief Technology Officer and Chief Strategy Officer at BT Radianz from June 2000 until December 2005. Mr. Carley’s other notable experience includes serving as Senior Vice President of network strategy for Reuters and Senior Vice President and Head of IT for Instinet Corporation. Early in his career, he also served in various engineering and management capacities for IBM Corporation. He is a Magna Cum Laude graduate of New York University, with a degree in Economics. Mr. Carley has not received more than $120,000 in any transactions between Mr. Carley and the Company or any of its affiliates.

On January 9, 2007, the Board of Directors of the Company approved the appointment of David A. Merrill, age 45, as the Company’s Chief of Client Operations. On the same date, the Board also designated Mr. Merrill as an executive officer. It is expected that Mr. Merrill will assume these new responsibilities, and these appointments will become effective, on January 22, 2007. From April 2005 to January 2007, Mr. Merrill was employed by Moody’s KMV, where he was responsible for Moody’s KMV’s customer organization in the Americas (Client Solutions, Credit Risk Specialists, Marketing, Support and Training). Prior to joining Moody’s KMV, Mr. Merrill was the principal of Merrill Consulting, advising and assisting financial services technology firms in local and global expansion. From 1994 until May 2004, Mr. Merrill held sales and managing director positions with Omgeo, a global post-trade pre-settlement solutions provider, culminating in the position of Omgeo’s Managing Director of Global Operations from 2002 until 2004. Previously, among other positions, Mr. Merrill spent eight years at Thomson Financial Services in sales and market development roles of increasing responsibility. He holds a B.S. in Business and Marketing from the University of Rhode Island. Mr. Merrill had not had any transactions with the Company or any of its affiliates.

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The information provided in Item 1.01, above, pertaining to the Carley Agreement and the Merrill Offer Letter is incorporated in this Item 5.02 by reference.

Item 8.01. Other Events.

On January 12, 2007, NYFIX, Inc. announced the expansion of its leadership team with the addition of Brennan Carley, David Merrill, Robert Moitoso and Chris Walsh.

The text of the press release issued by NYFIX, Inc. is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Exhibits
10.1	Employment Agreement between the Company and W. Brennan Carley
10.2	Offer Letter between the Company and David A. Merrill
99.1	Press release of NYFIX, Inc. dated January 12, 2007

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SIGNATURE

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

NYFIX, INC.
By:	/s/ Brian Bellardo
	Name: Brian Bellardo
	Title: Secretary

Dated: January 16, 2007

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
10.1	Employment Agreement between the Company and W. Brennan Carley
10.2	Offer Letter between the Company and David A. Merrill
99.1	Press release of NYFIX, Inc. dated January 12, 2007

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EX-10.1

Employment Agreement

Employment Agreement made and entered into effective as of the 1st day of January, 2007 between NYFIX, Inc., and its subsidiaries and affiliates (“NYFIX”), with offices at 100 Wall Street, New York, N.Y. 10005 and W. Brennan Carley (“Employee”), residing at [address], NY.

NYFIX agrees to employ Employee, and Employee agrees to be employed by NYFIX on the following terms and conditions:

1. Term.

NYFIX hereby agrees to employ Employee, and the Employee hereby accepts such employment, on the terms and conditions set forth herein, unless and until such employment hereunder shall have been terminated as provided in this Agreement. At all times, Employee and NYFIX shall have the right to terminate this Agreement, pursuant to the termination provisions set forth herein.

2. Duties.

A. Employee will render services to NYFIX as Executive Vice President, Head of Business Operations and Chief Strategy Officer in accordance with the duties, rules and instructions established by the Chief Executive Officer (“CEO”) and/or NYFIX’s Board of Directors (“Board”) from time to time. Such duties may include, without limitation, product strategy, product development, client and production integration for NYFIX, marketing, oversight of various operations as needed. Such duties shall be consistent with the duties assigned to senior management team members.

B. Employee will report to the CEO of NYFIX. Employee will use his best efforts to perform faithfully and efficiently his duties hereunder to NYFIX. Employee agrees to devote his full time and energies to the performance of such duties for NYFIX, and will not engage in any outside employment activities or serve on a board of directors for another company, for himself or others, without the prior written approval of the CEO of NYFIX. Notwithstanding the foregoing, Employee may continue to serve as a director of Yipes Enterprise Services (“Yipes”) so long as Yipes does not compete with the business of NYFIX, or any business which NYFIX is actively considering entering into during the Term hereof. Employee is permitted to serve on a board of directors of another company, if he leaves the board of Yipes, and subject to the prior written approval of the CEO of NYFIX, which approval shall not be unreasonably withheld.

3. Compensation.

A. Signing Bonus. On or about January 1, 2007, or Employee’s first day of employment, whichever is later, NYFIX shall pay you a one-time signing bonus of One Hundred Thousand ($100,000) dollars. Notwithstanding the foregoing, Employee agrees that if his employment is terminated pursuant to Paragraphs 4(a) or 4(c) of this Agreement on or before December 31, 2007, Employee shall repay the entire amount he received to NYFIX within 30 days of such termination.

B. Salary. Employee’s base salary shall be at the rate of $300,000 per annum, payable in accordance with NYFIX’s ordinary payroll practices. During the term of this employment agreement, Employee’s salary may be reduced, so long as the Employee’s Annual Target Bonus, as described in Paragraph 3.C., be increased to allow the Employee the opportunity account for the actual reduction in base salary, and so long as similar reductions are made for other similarly situated employees of NYFIX. For example, if Employee’s base salary of $300,000 is reduced by 5 percent ($15,000) and his Target Bonus was 75 percent of base, Employee’s new Target Bonus should be increased by an amount equal to that five percent (thereby raising his Target Bonus in this example to 84.2% of the new base of $285,000).

C. Annual Target Bonus Payments. Employee shall be eligible to participate in the annual management bonus program maintained by NYFIX for similarly situated employees. The terms of this bonus plan shall be in the sole discretion of NYFIX, including its Board. Employee will be assigned a “target bonus,” for each year during the Term, commencing in the calendar year beginning January 1, 2007, of not less than 75% of Employee’s base salary. Employee further recognizes and agrees that in the event that NYFIX adopts a restricted stock or other equity-based bonus plan, any bonus payments are separate and apart from any bonuses paid pursuant to this contract. Such Annual Bonus shall be based on goals and objectives adopted by NYFIX consistent with the manner of adoption of such goals and objectives for other senior management employees of NYFIX, with the actual amount of such Annual Bonus (whether greater or less than the specified target amount) being based upon the degree to which Employee achieves such goals and objectives as determined by NYFIX in its sole discretion.

D. 2007 Minimum Bonus if No Options Granted. Notwithstanding Paragraph 3.C, and subject to the termination provisions in Paragraph 4 and if NYFIX, in its discretion, does not grant Employee options during the calendar year 2007, NYFIX agrees to pay Employee a bonus of no less than $275,000 (plus such amount, if any, that the Employee’s base salary is reduced during calendar 2007 pursuant to paragraph 3.D above) for calendar year 2007, in lieu of the bonus set forth in Paragraph 3.C. to be paid in accordance with bonus payments made by NYFIX in its ordinary course of business.

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E. Benefits. Employee will be eligible to participate in such medical programs and other fringe benefits as NYFIX provides to similarly situated employees. Employee shall be entitled to four weeks vacation.

F. Office and Administrative Support. Employee shall be provided a comparable office and administrative support as NYFIX provides to other similarly situated employees.

G. Expenses. Employee will be entitled to reimbursement for reasonable travel, entertainment and other out-of-pocket business expenses necessarily occurred in the performance of his duties hereunder, upon submission and approval of written statements and receipts in accordance with NYFIX’s regular procedures in effect from time to time.

H. Withholdings. NYFIX shall make such deductions and withhold such amounts from each payments made to Employee under this Agreement as may be required from time to time by law , government regulation or order.

I. Arbitration and Confidentiality. Upon execution of this Agreement, the Employee agrees to execute the confidentiality and arbitration agreements adopted by NYFIX, and agrees to be bound by all policies and procedures adopted by NYFIX from time to time which apply to all employees of NYFIX.

4. Termination.

(a) Termination by the Employee. Employee may terminate his employment with NYFIX at any time, upon 30 days written notice, to the CEO of NYFIX. In such an event, no further payments shall be made to Employee, nor shall any benefits be afforded to Employee following such termination, except for amounts due and owing as of the date his employment terminates (the "Termination Date") and such benefits as are required by law.

(b) Termination by the Employee For Good Reason. Employee may terminate his employment at any time for "Good Reason", as defined below, provided that he provides NYFIX with written notice of ten (10) business days. In such an event, payments will be made to Employee in accordance with subparagraph (e).

As used in this Agreement, “Good Reason” shall mean the occurrence of any of the following events:

(i) a material diminution in the Employee’s duties;

(ii) a material reduction in Employee’s base salary (other than as provided for in paragraph 3.B above);

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(iii) a relocation of the Employee’s principal office to a location greater than fifty (50) surface miles from his prior office; or,

(c) Termination by NYFIX for Cause. NYFIX may terminate Employee’s employment at any time for "Cause", as defined below. In such event, no further payments shall be made to Employee, nor shall any benefits be afforded to Employee following such termination, except for amounts due and owing as of the Termination Date and such benefits as are required by law.

As used in this agreement, the term “Cause” shall mean:

(i) Employee is convicted of any felony or other crime involving securities law violations, banking law violations,

(ii) Employee engages in an act which involves moral turpitude or which, if generally known, would or might reasonably have a material adverse effect on the business, assets, properties, results of operations, financial condition, personnel or prospects of NYFIX, as determined by the Board, in good faith;

(iii) Employee engages in the use of controlled substances, medication, or alcohol which impairs the performance of his duties hereunder;

(iv) Employee engages in misconduct materially injurious to NYFIX;

(v) Employee fails to perform his duties substantially hereunder which is not cured within ten (10) business days following written notice by NYFIX.

(d) Termination by NYFIX without Cause. NYFIX may terminate the Employee’s employment at any time, provided that it provides the Employee with 30 days written notice. If NYFIX exercises such right, and such termination is not for Cause, as that term is defined in this agreement, NYFIX agrees to make payments as described in sub-paragraph (e).

(e) Payments for Termination by NYFIX without Cause or Termination by the Employee for Good Reason. If Employee’s employment is terminated under subparagraphs (b) or (d) and, if and only if, that Employee executes and delivers to NYFIX a Release and Discharge in a form acceptable to NYFIX:

(i) Employee will be paid amount equal to his annual base salary for the period of one year following his Termination date (the “Severance Period”), in installments in accordance with past payroll practices, at NYFIX’s sole discretion;

(ii) Only until such time as the first tranche of restricted stock options, equity compensation, or the like, granted to the Employee vests (if any), Employee will be paid an amount equal to the Employee’s Target Bonus, at target, with such Target Bonus

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pro-rated for the length of the Severance Period. Such amounts shall be paid at the same time as annual bonuses for each such fiscal year are actually paid by NYFIX to its similarly-situated employees;

(iii) In the event that Employee elects in a timely manner to continue basic medical and dental insurance coverage (“Coverage”) pursuant to the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), NYFIX shall reimburse the Employee the share of the premium of maintaining Employee’s COBRA continuation coverage for one year from the Termination Date (the “Subsidized Period”); provided, however, that in the event Employee commences comparable benefit coverage with a subsequent employer during the Subsidized Period (“Comparable Coverage”), Employee shall provide NYFIX with written notice of such Comparable Coverage and the date upon which such Comparable Coverage commences within 5 days of the commencement thereof, and Employee’s benefit coverage with NYFIX shall cease as of the date such Comparable Coverage with a subsequent employer commences. Unless such coverage has so ceased, after the Subsidized Period, Employee may continue such coverage at his expense at the applicable COBRA rate for the duration of the COBRA period, if any. In lieu of the above, NYFIX shall use reasonable efforts to continue Coverage in place for the Severance Period, for the benefit of the Employee and his dependents, following which the Employee may elect COBRA coverage at his own expense; in the event that NYFIX cannot do so, or cannot do so at a reasonable rate, NYFIX will, instead, following the period referenced in the first sentence of this paragraph, reimburse the Employee for the costs associated with Comparable Coverage for a period of twelve (12) months following the Severance Period up to $1,500 per month but only in the event that the Employee is not then otherwise eligible for Comparable Coverage.

(f) Termination Upon Death of Employee. This agreement shall immediately terminate, and all rights, benefits and obligations hereunder shall cease, in the event of Employee’s death, except for such rights as shall have accrued as of the date of Employee’s death.

(g) Termination Upon Disability of Employee. In the event that Employee becomes disabled, and as a consequence become entitled to receive benefits under NYFIX's then current disability insurance program, upon commencement of Employee’s receipt of such benefits, payment of Employee’s salary shall immediately terminate, until Employee returns to work and cease receiving such disability benefits. In the event the Employee does not return to work within ninety (90) days of the commencement of such disability, NYFIX may terminate this Agreement.

5. Ability To Enter Into And Perform This Agreement.

Employee represents that he is free to enter into this Agreement and perform the services and duties required hereunder and that he is not party to any agreement or understanding which will interfere with or prevent his entering into this Agreement or performing such services and duties. Employee further represents that he is not now a target, subject, defendant, or witness in any

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investigation, hearing or proceeding by any governmental or regulatory agency or body. Employee agrees to use his best efforts to perform his services and duties in compliance in all material respects with the rules and regulations of the securities regulators, and any other regulatory body or agency which has jurisdiction over NYFIX’s business and with NYFIX’s policies and procedures from time to time in effect.

6. Calculations.

Any calculations required under this Agreement shall be determined by NYFIX in accordance with its regular procedures, and such determination shall be final and binding upon the parties.

7. Non-solicitation.

Employee acknowledges that NYFIX has a vital interest in retaining the services of its employees and consultants. Employee therefore agrees that for during the Term of this Agreement and continuing until one (1) year from his Termination Date, whichever is later, he will not, directly or indirectly, hire, solicit, induce, or attempt to hire, solicit, induce any employee or consultant of NYFIX, to terminate his or her employment or other relationship with NYFIX .

8. Restrictive Covenant.

Employee acknowledges the highly competitive nature of the business of NYFIX and the importance to NYFIX of the confidential business information and trade secrets (as defined in Paragraph 9) to which Employee will have access. Accordingly, Employee agrees that, during the Term of this Agreement and continuing until one (1) year from his Termination Date, whichever is later, Employee will not directly or indirectly engage either as agent, employee, representative, independent contractor, sole proprietor, partner, joint venturer, stock holder, director, officer, or in any other manner or capacity whatsoever, with any company in the United States and in any country in which NYFIX operates, if, and only if, such company’s business competes with NYFIX’s business activities, or competes with any business which NYFIX is actively considering entering into during the Term of this Agreement. In the event that this Restrictive Covenant shall conflict with any other Restrictive Covenant that applies or may apply to Employee, this Restrictive Covenant shall control and supercede any similar constraint provisions that govern Employee’s conduct. Employee agrees that due to the uniqueness of his skills and abilities and the uniqueness of the confidential business information that he will possess in the course of his employment, the Restrictive Covenant set forth herein is reasonable and necessary for the protection of NYFIX. Nevertheless, if it is determined that such covenants are unenforceable in that they are too broad as to their scope or geographical coverage, ten the parties hereby confer upon any appropriate court or panel the power to limit such scope or geographical coverage such that they will be enforceable.

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9. Proprietary Information.

Employee acknowledges that NYFIX’s trade secrets, know how, contracts, client relationships, and other proprietary information as such may exist from time to time are valuable, special and unique assets of NYFIX’s business. Employee agrees to treat as confidential and keep secret such information and non-public information concerning the affairs of NYFIX and shall not at any time during the term of his employment by NYFIX or thereafter, without NYFIX’s prior written consent, divulge, use, furnish or make known or accessible to or for the benefit or use of anyone other than NYFIX any such information. Upon the expiration or termination of the Employee’s employment, or earlier at the election of NYFIX, the Employee shall return to NYFIX all materials owned by NYFIX or containing NYFIX’s confidential information.

10. Confidentiality.

NYFIX and Employee agree that, subject to the exceptions noted below, the terms of this Agreement, and the negotiations leading up to it, shall not be disclosed by the parties to any other person. The following exceptions are agreed by the parties to be outside the covenant of confidentiality:

o Either party may disclose this Agreement in a proceeding to enforce the terms of the Agreement or pursuant to valid subpoena or court order.

o Either party may disclose this Agreement to their attorneys, accountants, tax preparers and other advisers.

o Employee may disclose this Agreement to his immediate family.

o NYFIX may disclose this Agreement to all appropriate staff members within NYFIX who have a bona fide “need to know” to either implement the Agreement or to properly discharge their own managerial responsibilities, and to those regulatory bodies as may be required by law.

In each exception noted above, the parties must inform such persons that they must not disclose the same to any additional third party and they agree to that condition.

11. No Finder.

The parties each represent there is no finder or other party entitled to compensation for introducing Employee to NYFIX.

12. Amendment.

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This Agreement constitutes the entire agreement between the parties with respect to Employee’s employment by NYFIX and supersedes all prior agreements and understandings between the parties. This Agreement may be amended or extended only by written agreement by both parties.

13. Binding Effect.

This Agreement may not be assigned by Employee. This agreement shall be binding upon both parties and their heirs, legal representatives, successors and permitted assigns.

14. Governing Law.

This Agreement shall be governed and construed in accordance with the laws of the State of New York.

15. Injunction.

A. NYFIX shall be entitled, at its option, as a non-exclusive remedy, to seek to enjoin the violation by Employee of Paragraphs 7,8, and 9 of this Agreement in any court of competent jurisdiction. Such remedy shall be cumulative and in addition to NYFIX’s right to seek damages.

16. Severability.

In the event that any portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall remain in full force and effect, and such invalid or unenforceable provision shall be automatically deemed rewritten to the extent necessary to eliminate such invalidity or unenforceabilty.

17. Waiver.

The failure of either party to insist in any one or more instances upon strict performance of any other terms and conditions of this agreement shall not be deemed a waiver or relinquishment of any right or of the future performance of any such term or condition, but the obligations of each party shall continue in full force and effect.

18. Heading.

The paragraph headings in this Agreement are for reference purposes only and shall not have any substantive effect.

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19. Notices.

All notices and other communications hereunder shall be made by hand delivery, overnight courier, certified or registered mail, postage prepaid and return receipt requested, telex or facsimile transmission to the parties at their addresses first set forth above or to such other address as either party may have thereto specified in writing.

20. Reimbursement of Legal Fees.

NYFIX agrees to reimburse Employee for his actual legal fees associated with the negotiation of this Agreement, up to a maximum of $7,500. Employees agrees to submit statements reflecting his legal bills within 30 days of the effective date of this Agreement.

ACCEPTED AND AGREED:
NYFIX, Inc.
By:	/s/ P. H. Edelstein
Print Name:	P. H. Edelstein
Title:
Date:
Employee
Signature:	/s/ W. Brennan Carley
Print Name:	W. Brennan Carley
Date:	1/15/07

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EX-10.2

January 5, 2007

PERSONAL & CONFIDENTIAL

David Merrill
[Address]
[Address], New York

Dear Dave:

I am pleased to extend this offer of employment to you as the Chief of Client Operations of NYFIX, Inc. (“NYFIX” or the “Company”) at our 100 Wall Street location. In your new position, you will report to the Chief Executive Officer of NYFIX and be a member of the Company’s Executive Committee. Your start date is to be mutually agreed. Your initial job duties shall be as set forth on Attachment A. (Please note that this offer is contingent upon approval by NYFIX’s Board of Directors, and your continuing employment shall be contingent upon your obtaining any regulatory licenses required to perform your job duties within forty-five (45) days of the commencement of your employment.

You will be compensated at a base salary of $11,538.46 per biweekly pay period (equivalent to $300,000 on an annualized basis). You will be eligible to receive incentive compensation in the form of a bonus targeted at 75% of your base salary, based upon performance against targets to be determined by NYFIX. You also will be eligible to receive, subject to regulatory constraints, an additional bonus for calendar 2007 based on annual incremental organic revenue growth (over calendar 2006) on a Company-wide basis at the following rates:

First $10 million 1%

Next $5 million 2%

Next $5 million 2.5%

Amounts above $20 million 1%

Pending (and promptly in the ordinary course after) adoption by the Company’s Compensation Committee, Board of Directors and Shareholders, of NYFIX’s 2007 Equity Incentive Plan (the “Plan”), and its effectiveness, you will be entitled to an initial equity award thereunder in an amount and type intended to reflect your position in the Company and participation on the Executive Committee. In the event that such equity award is not made in 2007, your bonus for 2007 will be targeted at not less than $275,000 (instead of the 75% of base salary target bonus referenced above), and shall be based upon performance against targets as referenced above. In addition, pending (and promptly in the ordinary course after) adoption of the Plan, you will be entitled to a one-time grant thereunder of restricted stock with a fair market value (determined as provided in the Plan) of $300,000 on the date of grant (the “Restricted Shares”). The Restricted Shares will vest in their entirety on the twelve month anniversary of the date of grant. The Restricted Shares will be forfeited if you cease to be employed (unless terminated by the Company without “Cause”) on or before the twelve month anniversary of the date of grant. Resale of vested Restricted Shares

will be subject to applicable securities registration, short swing profit and insider trading laws and related Company blackout, pre-clearance and other policies. At the time of vesting (or, if you timely make an election under IRC Section 83(b) with respect to the Restricted Shares, at the time of grant), you shall pay to the Company an amount equal to all applicable withholding taxes. If due at vesting, such taxes may be paid by withholding Restricted Shares with a fair market value at the time of vesting equal to such amount. In the event that the Restricted Shares are not granted within three months of the date of actual commencement of employment with the Company, then, in lieu thereof, you will be entitled to a cash payment of $300,000. The payment (if made) will be made net of applicable withholding taxes and will be subject to full repayment to and recapture by NYFIX (net of non-refundable tax costs) if you cease to be employed (unless terminated by NYFIX without “Cause”, as defined in Attachment A) on or before the twelve month anniversary of the date of payment.

You will be eligible to receive four (4) weeks of vacation each calendar year, commencing in 2007.

NYFIX will indemnify you to the fullest extent permitted by law pursuant to the Company’s by-laws for all expenses, costs, liabilities and legal fees which you may incur in the discharge of your duties hereunder.

NYFIX offers employees and their eligible dependents a variety of group health insurance benefits, the premium costs of which are currently shared by employees and NYFIX. Coverage under these programs commences on the first day of employment. Information regarding these programs and other company benefits along with guidelines concerning employment may be found in NYFIX’ Employee Handbook, a copy of which is issued at the beginning of one’s employment and is available at any time from NYFIX’ Human Resources department.

I would appreciate your considering our offer and advising me of your decision by January 8, 2007. NYFIX will be unable to hold the offer open beyond this date. This offer is contingent upon your providing the Company sufficient proof of your authorization to work in the United States. On your first day of work please bring documents sufficient to complete the required U.S. Citizenship and Immigration Services I-9 form. For your convenience, a list of acceptable documents is attached to this letter.

This offer and, if you accept it, any continued employment with NYFIX is contingent, of course, upon our pre-employment screening process which includes a background check as permitted by applicable law. Please sign and return the enclosed forms to me authorizing the background check.

You should be aware that NYFIX employees are not permitted to make any unauthorized use of documents or other information in their employment with NYFIX which could properly be considered or construed to be confidential or proprietary information of another individual or company. Likewise, NYFIX employees may not bring with them any confidential documents or other forms of tangible confidential information onto the premises of NYFIX relating to their prior employer(s)’ business.

This letter will also confirm that (a) you have furnished to NYFIX a copy of any existing employment agreements you may have with any prior employer(s), and (b) you are subject to no contractual or other restriction or obligation which is inconsistent with your accepting this offer of employment and performing your duties.

As an inducement to cause NYFIX to extend this employment offer you must sign the accompanying documents that set forth the obligations you will have to NYFIX upon becoming an employee concerning, generally, non-competition with NYFIX, non-solicitation of NYFIX’ clients or employees, the ownership of inventions and intellectual property and confidential treatment of NYFIX information. You also must sign the accompanying arbitration agreement.

Your employment with NYFIX will be governed by the company’s policies and procedures which may change from time to time. As set forth above, you should consult the Employee Handbook with respect to questions concerning the terms and conditions of your employment. In addition, due to the technically sophisticated nature of its business, NYFIX has a number of policies regarding use of and access to its computer and other electronic systems. By accepting this offer of employment you are agreeing that you will abide by and remain familiar with NYFIX’ various policies and procedures that will be applicable to you.

While we certainly hope that your employment with NYFIX will be long and mutually rewarding, this offer is not guarantee of employment for a specific period of time. You should understand that you are an employee at-will, which means that either you or NYFIX may terminate your employment for any reason, at any time, with or without notice. Please understand that no supervisor, manager or representative of NYFIX other than the Chief Executive Officer or the Chief Financial Officer has the authority to enter into any agreement with you for employment for any specified period of time or to make any promises or commitments contrary to the forgoing. Further, any employment agreement entered into by the Chief Executive Officer or the Chief Financial Officer shall not be enforceable unless it is in a formal written agreement and signed by you and one of these designated company representatives. Notwithstanding the above, in the event you are terminated without Cause, you will receive twelve (12) months’ base pay at your then-current rate, less required withholdings, provided that you execute a release document in form and substance acceptable to NYFIX in its sole discretion.

This offer constitutes the entire understanding and contains a complete statement of all the agreements between you and NYFIX and supersedes all prior and contemporaneous verbal or written agreements, understandings or communications.

Thank you for your interest in employment with NYFIX. We look forward to hearing from you soon. Meanwhile, if you have any questions regarding our offer or NYFIX more generally, please contact me.

Very truly yours,

/s/ Steven R. Vigliotti

Steven R. Vigliotti
Chief Financial Officer

Accepted and Agreed:

/s/ David Merrill

David Merrill

1/5/07

[Date]

Attachment A

Responsibilities include overseeing sales and account management functions; working closely with Chief of Product/Business Operations on client implementation and launching of new product offerings; participating as a member of the Company’s Executive Committee; and other senior management duties as may be assigned by the Company as and if needed.

The term “Cause” shall mean (i) you are convicted of any felony or other crime involving securities law violations or banking law violations; (ii) you engage in an act which involves moral turpitude or which, if generally known, would or might reasonably have an adverse effect on the business, assets, properties, results of operations, financial condition, personnel or prospects of NYFIX, as determined by the Company in good faith; (iii) you engage in the use of controlled substances, medication, or alcohol, which impairs the performance of your duties; (iv) you engage in misconduct materially injurious to NYFIX; or (v) you fail to perform your duties hereunder, which failure is not cured within ten (10) business days following notice by NYFIX.

EX-99.1

Contact:

Matt Zachowski, Intermarket Communications, +1 (212) 888-6115, matt@intermarket.com

NYFIX EXPANDS LEADERSHIP TEAM WITH KEY MANAGEMENT APPOINTMENTS
Financial Industry Innovators Carley, Merrill, Moitoso and Walsh Join Resurgent Firm

NEW YORK, NY January 12, 2007 – A rejuvenated NYFIX, Inc. (Pink Sheets: NYFX), fresh off a $75 million investment from private equity firm Warburg Pincus, today announced that it has expanded its leadership team through four new senior management appointments. Joining NYFIX in new senior corporate positions are Brennan Carley, David Merrill, Robert Moitoso and Chris Walsh.

All four individuals are accomplished industry executives with successful track records founding or rapidly growing financial technology businesses, and their expertise positions the Company for growth in 2007 and beyond. The four new executives join a NYFIX leadership team that currently includes Chief Technology Officer Don Henderson and Transaction Services Division Heads Brian Carr, Tony Portelli and Paolo Aloe. The newly-expanded leadership team will work closely with current staff and the Company’s diverse client base to build out NYFIX’s significant existing footprint within the global financial markets.

“This is a key part of our plan to aggressively expand the scale of NYFIX in 2007, by investing in core operations and evaluating strategic opportunities,” noted Howard Edelstein, Chief Executive Officer at NYFIX. “Each of these individuals brings an impressive background applying innovative thinking to business processes within the financial services industry. They will be a great fit culturally here at NYFIX, which has a rich history of innovation in financial services.”

Mr. Edelstein noted that NYFIX had invented touch pad trading, introduced the first commercial FIX engine, facilitated the first FIX-based trading community, and launched the first real-time continuous Dark Pool, among other industry firsts.

Brennan Carley joins NYFIX as Chief Strategy Officer and Global Head of Product Operations, a new senior executive position intended to more tightly unify product strategy and strategic vision across the Company’s business lines. Mr. Carley was until recently Chief Strategy and Technology Officer at BT Radianz after co-founding the company, then known as Radianz, upon its spin-out from Reuters in 1999. Previously, Mr. Carley held senior executive positions in product development, product strategy and technology at Reuters and at Instinet. He began his career at IBM in their Wall Street Solutions Center.

Also joining NYFIX in a new senior executive capacity is David Merrill, a longtime veteran of the financial technology industry. As Global Head of Client Operations, Mr. Merrill will work with the NYFIX Division Heads and with NYFIX clients to more tightly align the Company’s global sales and account management teams around client needs, and to leverage the intellectual capital available at NYFIX across all its businesses. Mr. Merrill joins from Moody’s KMV where he was Managing Director, Americas. Prior to Moody’s, Mr. Merrill was Managing Director of Global Operations for Omgeo.

Robert Moitoso, recently Head of AutEx, also joins NYFIX as the Head of the Company’s FIX Division. A longtime Thomson Financial executive, Mr. Moitoso built the industry-leading AutEx BlockDATA business virtually from scratch. He also successfully expanded the AutEx business into Europe and Asia. At NYFIX, Mr. Moitoso will be focused on further enhancing the range of value-added services and solutions provided by NYFIX to its clients, which make up the industry’s broadest and deepest FIX-based trading community.

Joining NYFIX as new Head of the Company’s OMS Division is Chris Walsh, most recently CEO of Radius Partners, which he founded, grew and subsequently saw acquired by FundTech. Mr. Walsh has also been a senior executive at Thomson Financial, where among other accomplishments he was instrumental in building the Thomson ESG business. At NYFIX, Mr. Walsh will be looking at new ways to work closely with NYFIX clients to meet their needs in the important market for sell-side order management systems. Former Division Head Bill Fallon will continue as part of the OMS team, assisting with client retention and new business development.

“One of our main goals for 2007 is to put our past problems behind us, re-capture the pioneering spirit that built this Company and refocus it on growth,” noted Mr. Edelstein. “Our newly-expanded senior management team will work hard to leverage the wealth of expertise around the trading process that we have throughout the organization in order to achieve that objective.”

About NYFIX, Inc.

A pioneer in electronic trading solutions, NYFIX continues to transform trading through innovation.  The NYFIX MarketplaceTM is a global community of trading counterparties utilizing innovative services that optimize the business of trading.  NYFIX Millennium® provides the Marketplace community with new methods of accessing liquidity.  NYFIX also provides value-added informational and analytic services and powerful tools for measuring execution quality.  A trusted business partner to buy-side and sell-side alike, NYFIX enables ultra-low touch, low impact market access and end-to-end transaction processing.

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. These statements include statements about the future activities of new employees and the impact thereof on the Company. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, without limitation, risks relating to the ability of the Company to market and develop products and services. There can be no assurance that the forward-looking statements will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. All trademarks, trade names, logos, and service marks referenced herein belong to NYFIX, Inc.

SOURCE: NYFIX, Inc.

Please visit http://www.nyfix.com for more information about NYFIX.

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