Employment Agreement between NYFIX, Inc. and Brian Bellardo (Vice President, General Counsel)

 Exhibit 10.23 NYFIX CORPORATE HEADQUARTERS STAMFORD HARBOR PARK 333 Ludlow Street Stamford, CT 06902 Tel ###-###-#### Fax ###-###-#### WWW.NYFIX.COM EMPLOYMENT AGREEMENT AGREEMENT made and effective as of the 21st day of March, 2003 by and among NYFIX, INC. a New York corporation with its principal office at 333 Ludlow Street, Stamford, CT 06902 (hereinafter "Employer" or "Company"), and Mr. Brian Bellardo, 5 Walworth Ave., Scarsdale, NY 10583 (hereinafter "Employee"). WHEREAS, Employer, through its subsidiaries, provides electronic trading systems, industry-wide trade routing connectivity, straight-through processing and execution services and systems to the global equities and derivatives financial markets, and WHEREAS, Employer desires to assure the services of Employee for the period provided in this Agreement, and Employee is willing to serve in the employ of Employer on a full-time basis for said period upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. EMPLOYMENT. Employer agrees to employ Employee, and Employee agrees to enter the employ of the Employer for the period stated in Paragraph "3" hereof and upon the other terms and conditions set forth herein. 2. POSITION AND RESPONSIBILITIES. During the period of his employment hereunder, Employee agrees to be responsible for Vice President, General Counsel duties and report to Mark Hahn, Chief Financial Officer of the Company. 3. TERM OF EMPLOYMENT. The period of Employee's employment under this Agreement shall be deemed to have commenced as of March 31, 2003 and shall continue for a period of one year until March 30, 2004 and renew automatically for one year at a time unless sooner terminated as provided herein, under Item 11, Termination, or by breach of contract. 4. DUTIES. During the period of his employment hereunder and except for illness, vacation periods, and reasonable leaves of absence, Employee shall devote substantially all of his business time, attention, skill, and efforts to the faithful performance of his duties hereunder.  In addition to paid holidays, as defined by the Company's holiday schedule, employee shall receive a prorated 3 week vacation in the first calendar year of this Agreement, and 3 weeks paid vacation during each subsequent calendar year of this Agreement. All vacation periods shall be scheduled at the convenience of the Employer. 5. COMPENSATION. 5.1. BASE SALARY: Employer shall pay Employee as compensation for his services hereunder a total annual base salary of $225,000. The base salary is comprised of a standard $220,000 US dollars plus an additional $5,000 US dollars for non-competition compensation (see paragraph 9). Employee will also be offered to participate in the Company's health insurance plan(s) and 401(k) plan. 5.2 OTHER COMPENSATION: At any point of time the Company reserves the right to extend special bonuses or incentives which could include stock option grants. However, such arrangements are solely at management's discretion. Employee shall also be entitled to participate in such other benefits as may from time to time be generally made available to Employer's employees. This contract is not obligating the company to extend such bonuses or incentives. 6. PAYMENT TERMS. The salary payment shall be made in accordance with the usual payroll system of the Company, presently bi-weekly. 7. REIMBURSEMENT OF EXPENSES. Employer shall pay or reimburse Employee for all reasonable travel and other expenses incurred by Employee in performance of his obligations under this Agreement, provided that Employer approves such expenses in advance. 8. CONFIDENTIALITY. The Employee recognizes and acknowledges that the Employer's trade secrets, employers specific combination of use of third-party parts, proprietary technology and software, and confidential information as may exist and be shared with Employee from time to time are valuable, special, and unique assets of the Employer. The Employer and the Employee recognize that access to and knowledge of such technology and information is essential to the Employee's duties hereunder. In return for his access and knowledge, the Employee agrees that he will not, during the term of this Agreement or at any time thereafter, disclose any such secrets, technology, or information to any person, firm, corporation, or other entity for any reason or purpose whatsoever, nor shall the Employee make use of any such secrets, technology, or information for his own purposes or for the benefit of any person, firm, corporation, or other entity under any circumstances during or after the term of this Agreement. 9. NON-COMPETITION. You will not for the first 12 months after the end of your employment with us either directly or indirectly as a sole proprietor, partner, stockholder, investor, officer or director of a corporation, or as an employee, agent, associate or consultant of any person, firm, corporation or other entity - without NYFIX, Inc. written approval: (i) engage in any activity or employment in the faithful performance of which it could be reasonably anticipated that you would or would be required or expected to use or disclose any confidential information or trade secrets of NYFIX, Inc. or its subsidiaries,  (ii) you will not solicit business or accept orders for products and services competitive with the Employers or the Employers Subsidiaries or Affiliates, from any of their clients or prospective clients with whom you dealt with either directly or indirectly during the period of your employment; 10. ENFORCEMENT; SEVERABILITY. It is the desire and the intent of the parties hereto that the provisions of this Agreement hereof be enforced to the fullest extent permissible under the laws and public policy of the jurisdictions in which enforcement is sought. Accordingly, if any particular portion or provision of this Agreement shall be adjudicated to be invalid or unenforceable, the remaining portion or such provision or the remaining provisions of this Agreement, or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be effected thereby. 11. TERMINATION. This Agreement may be terminated by either party at any time upon thirty (30) days written notice. 12. GOVERNING LAW AND VENUE. This Agreement shall be construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the 2lst day of March, 2003: NYFIX, INC. By: /s/ Mark R. Hahn ----------------------------- Mark R. Hahn Chief Financial Officer EMPLOYEE: /s/ Brian Bellardo -------------------------------- Brian Bellardo