Executive Employment Agreement between NYFIX, Inc. and Robert Gasser

 EXHIBIT 10.18 EXECUTIVE AGREEMENT AGREEMENT made and effective as of the 21st day of September, 2001 by and among NYFIX, Inc. a New York corporation with its principal office at 333 Ludlow Street, Stamford, CT 06902 and its subsidiary office at 1-3 Dufferin Street, London, UK (hereinafter "Employer" or "Company"), and MR. ROBERT GASSER, 99 Treadwell Ave, Madison, NJ 07940 (hereinafter "Executive"). WHEREAS, Employer is in the business of developing and marketing advanced electronic trading systems to brokerage firms and international global exchanges trading in equities, currencies and futures and options and has formed an affiliate NYFIX Millennium LLC, (hereinafter "NYFIX Millennium") that is co-owned by the Company and a consortium of business partners. NYFIX Millennium is designed as an integrated ATS (alternative trading system), exchange access and best execution system and will leverage existing infrastructure deployed by the Company's NYFIX Network and FIX engine technology, and WHEREAS, Employer desires to retain the services of Executive for the period provided in this Agreement, and Executive 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 Executive, and Executive agrees to enter the employ of the Employer for the period stated in section 3 hereof and upon the other terms and conditions set forth herein. 2. POSITION AND RESPONSIBILITIES. During the period of his employment hereunder, Executive agrees to serve as the Chief Executive Officer of NYFIX Millennium, and report directly to Peter Kilbinger Hansen, CEO and President of the Company. 3. TERM OF EMPLOYMENT. The period of Executive's employment under this Agreement shall be deemed to have commenced as of October 5, 2001, and shall continue for a period of one year until October 4, 2002 (the "Term"). The Term shall be automatically renewed in one-year increments unless terminated as provided herein, or unless either party gives 60 days prior written notice of its intention to discontinue the automatic extension. 4. DUTIES. During the period of his employment hereunder and except for illness, vacation periods, and reasonable leaves of absence, Executive 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, Executive shall receive a prorated (4) four week vacation in the first calendar year of this Agreement, and 4 weeks paid vacation during each subsequent calendar year of this Agreement.  5. COMPENSATION. 5.1. BASE SALARY: Employer shall cause NYFIX Millennium to pay Executive as compensation for his services hereunder a total annual base salary of $400,000 plus a bonus of 2% on Millennium pre-tax earnings. Quarterly advances against this bonus is subject to approval by the Company's CEO. Executive 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. Executive shall also be entitled to participate in such other benefits as may from time to time be generally made available to Employer's executives. This contract is not obligating the company to extend such bonuses or incentives. In addition to the above compensation, Executive will receive the following stock-option grants: i) A sign-up pre-grant of 225,000 options vesting over a 3 year period at a rate of 75,000 options vesting at the end of "year 1," 75,000 options vesting at the end of "year 2." and 75,000 options vesting at the end of "year 3" ii) A bonus grant of 100,000 options, which shall vest either on the date when NYFIX Millennium has earned $50,000,000 in pre-tax earnings which must be achieved cumulatively in consecutive quarters not to exceed four, or at the end of year five. These option grants are subject to the terms and conditions of the Company's 2001 Stock Option Plan and must be approved by the Option Committee of the Board of Directors, at the next Board of Directors Meeting. 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 cause NYFIX Millennium to pay or reimburse Executive for all reasonable travel and other expenses incurred by Executive in performance of his obligations under this Agreement, provided that such expenses are approved in advance by Employer. 8. CONFIDENTIALITY. Executive recognizes and acknowledges that Employer's trade secrets, specific combination of use of third-party parts, proprietary technology and software, and confidential information as may exist and be shared with Executive from time to time are valuable, special, and unique assets of the Employer. Employer and Executive recognize that access to and knowledge of such technology and information is essential to the Executive's duties hereunder. In return for his access and knowledge, Executive 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 Executive 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. Executive will not for the first 12 months following termination of employment with the Company either directly or indirectly as a sole proprietor, partner, stockholder, investor, officer or director of a corporation, or as an executive, employee, agent, associate or consultant of any person, firm, corporation or other entity, and without the Company's written approval:  (i) engage in any activity or employment in the faithful performance of which it could be reasonably anticipated to cause Executive to use or disclose any confidential information or trade secrets of the Company or NYFIX Millennium; (ii) enter into employment with an ATS (alternative trading system) or ECN (electronic communication network) organization using FIX protocol to communicate equity order flow from customers to the ECN and/or ATS execution facility, except if Executive is terminated without cause. 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 not be terminated during its term by the Employer for any reason other than (i) a material breach by the Executive of any of the terms of this Agreement, (ii) Executive engaging in conduct materially injurious to the company, NYFIX Millennium, its affiliates, customers or suppliers, (iii) Executive engaging in any act of fraud which would constitute a felony under federal or state law. Notwithstanding anything to the contrary contained herein, Employer may terminate this Agreement (i) upon ten (10) days' written notice, in the event that Executive is unable to perform his assigned duties and responsibilities due to illness, physical or mental disability or any other reason, and such disability continues for a period of 180 days within any twelve consecutive months, or (ii) upon the death of the Employee. The Executive shall have Good Reason for terminating his employment with the Corporation under this Agreement if one or more of the following occurs: (a) layoff or involuntary termination of the Executive's employment, except in connection with the termination of the Executive's employment as a result of termination for Cause, the non-renewal of this Agreement or of the Executive's disability, death or retirement; (b) a reduction by the Corporation in the Executive's Base Salary; or (c) any material violation by the Company of this Agreement; Notwithstanding the foregoing, no action by the Company shall give rise to a Good Reason if it results from the Executive's termination for Cause, death or retirement, and no action by the Corporation specified in paragraphs (a) through (c) of this section shall give rise to a Good Reason if it results from the Executive's disability. Should Employer involuntary terminate Executive's employment, and involuntary termination occurs after Executive's six-month anniversary of employment and involuntary termination is not as a result of a "Hostile Acquisition," Executive will receive six months of base salary in one lump sum payment, and an immediate vesting of the nearest options to be vested as  reflected in paragraph 5.2.i of this agreement, as severance at the effective date of the involuntary termination; or Should the Employer involuntary terminate Executive after the one year anniversary of employment, and not result from a "Hostile Acquisition," Executive will receive one year of base salary in one lump sum payment and an immediate vesting of the nearest options to be vested as reflected in paragraph 5.2.i of this agreement as severance at the effective date of the involuntary termination. In the event NYFIX Millennium is involved in a "Hostile Acquisition," and should the acquiring company terminate Executive's services, Executive will receive two times Executive's annual base salary. In addition, fifty percent of any "unvested" options will become fully vested. In the event NYFIX Millennium should Merge with another Non-NYFIX Inc. owned Company or NYFIX, Inc should Divest NYFIX Millennium, and Executive were to have employment terminated, and if this event should occur following Executive's second anniversary of employment, Executive will receive 100% vesting of executive's bonus grant of 100,000 options mentioned above. 12. GOVERNING LAW AND VENUE. This Agreement shall be construed in accordance with the laws of the State of New York. 13. NOTICES Any notice required to be given pursuant to this Agreement shall be effective only if in writing and delivered personally or by mail. If given by mail, such notice must be sent by registered or certified mail, postage prepaid, mailed to the parties at the addresses set forth on the signature page hereof, or at such other addresses as the parties may designate, from time to time, by written notice. Mailed notices shall be deemed received two (2) business days after the date of deposit in the mail. 14. ASSIGNMENT: EFFECT ON AGREEMENT It is hereby acknowledged and agreed that the Executive's rights and obligations under this Agreement are personal in nature and shall not be assigned or delegated. This agreement shall be binding on and inure to the benefit of the heirs, personal representatives, successors and assigns of the parties, subject, however, to the restrictions on assignment and delegation contained herein. 15. ENTIRE AGREEMENT This Agreement (and the Exhibits attached hereto which are part of this Agreement) contains the entire agreement and understanding between the parties and supersedes all prior agreements and understandings, oral or written. No modification, termination or attempted waiver shall be valid, unless in writing and signed by both parties.  IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the 21st day of September 2001: NYFIX, Inc. By: /s/ Peter Kilbinger Hansen --------------------------------------------- Peter Kilbinger Hansen Chief Executive Officer EXECUTIVE: /s/ Robert Gasser --------------------------------------------- Robert Gasser