EX-10.4.1






Exhibit 10.4.1




NON-COMPETITION AGREEMENT




     THIS NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day
of November, 2007, by and between GLG Partners, Inc., a Delaware corporation (together with its
related entities, the “Company”), and Noam Gottesman, an individual (the “Selling Principal”).



RECITALS




     WHEREAS, the Selling Principal owns directly, and beneficially owns indirectly through a trust
established by him (the “Trust”), an equity interest in the Acquired Companies (as defined in
Exhibit A to that certain Purchase Agreement, dated June 22, 2007, relating to the acquisition by
Freedom Acquisition Holdings, Inc. of the GLG business (the “Purchase Agreement”)); and



     WHEREAS, the Selling Principal and the Trust, among others, have entered into the Purchase
Agreement, whereby they have agreed to sell their equity interests in the Acquired Companies in
exchange for Company securities and cash, as a result of which, the Company will indirectly acquire
all of the equity interests of the Acquired Companies (the “Transaction”); and



     WHEREAS, each of the Selling Principal and the Trust have, as of this date, sold, transferred,
and conveyed their respective equity interests in the Acquired Companies in accordance with the
Purchase Agreement; and



     WHEREAS, following the Transaction, the Company intends to continue to carry on the Business
(the “Business” being defined as the management, investment management, and investment advisory
business, and the business of structuring, establishing, marketing, distributing, and managing
investment funds, as carried on by the Acquired Companies immediately prior to the closing of the
Transaction or at any time during the Restricted Period (defined in Section 1(a) below), and any
other business or business activity that the Company engages in during the Restricted Period); and



     WHEREAS, the Selling Principal has considerable knowledge relating to the Business, which
knowledge will substantially aid the Company in the operation and conduct of the Business; and



     WHEREAS, the Purchase Agreement provides a substantial financial benefit to the Selling
Principal and the Trust, and contemplates that the parties hereto will enter into this Agreement as
a condition to the closing of the Transaction;



     NOW, THEREFORE, in consideration of the mutual recitals above and covenants contained herein,
and in accordance with the Purchase Agreement, the parties hereto agree as follows:



     1. Covenant Not to Compete.



          (a) Non-Competition. Commencing on the date hereof and continuing until the fifth
anniversary of such date, irrespective of whether the Selling Principal remains employed by the
Company during such time (such five-year period being referred to as the “Restricted



 









 






Period”), the Selling Principal will not, without the prior written consent of the Company,
either directly or indirectly, carry on or engage in the Business anywhere in the “Restricted Area”
(defined in Section 1(b) below), except (i) as a shareholder, officer, director, employee, or
consultant of the Company or (ii) as a shareholder or other equity owner of not more than three
percent (3%) of the shares of any company whose shares are publicly traded on any recognized stock
exchange.




          (b) Restricted Area. For purposes of this Agreement, “Restricted Area” means the
United States, England, Scotland, Wales, Northern Ireland, and any other country in which the
Selling Principal has undertaken his duties for the Company to a material extent either during the
one-year period immediately preceding the date hereof or during the Restricted Period.




     2. Covenant Not to Solicit Employees and Partners.



          (a) Non-Solicitation. The Selling Principal will not, during the Restricted Period,
directly or indirectly, solicit for employment or other provision of services any “Key Individual”
(other than Leslie J. Schreyer) (defined in Section 2(b) below), provided that such person is a
“Key Individual” on the date that the Selling Principal engages in such behavior or at any time
during the six-month period immediately prior to such date. Key Individual. For purposes
of this Agreement, a “Key Individual” is any person (a) who is an employee or partner of the
Company, (b) with whom the Selling Principal has had material contact while the Selling Principal
is employed by the Company, and (c) is employed or engaged in marketing services and/or products
(including investment funds), in managing fund assets, as an analyst, or in a senior management
position.




     3. Remedies. The Selling Principal agrees that he has read this entire agreement,
understands it, and has had adequate time to review it with counsel or any other advisor of his
choice. The Selling Principal acknowledges that Sections 1 and 2 above were negotiated at arms’
length and are required for the fair and reasonable protection of the Company. The Selling
Principal acknowledges and agrees that a breach by him of any of his obligations under this
Agreement will result in irreparable and continuing damage to the Company for which there will be
no adequate remedy at law, and, therefore, the Selling Principal and the Company agree that, in the
event of any breach of such obligations, the Company will be entitled to injunctive relief and such
other and further relief, including monetary damages, as is proper in the circumstances. No bond
or other security will be required to obtain such relief, and the Selling Principal consents to the
issuance of such relief. Nothing in this Section 3 will be deemed to limit the Company’s remedies
at law or in equity that may be pursued or availed of by it for any breach by the Selling Principal
of this Agreement.



     4. Reformation of Agreement; Severability. It is the intent of the parties hereto
that the restrictions contained in this Agreement be enforced to the fullest extent permissible
under the laws of each jurisdiction in which enforcement is sought. If any restriction contained
in this Agreement is for any reason held by a court to be excessively broad as to duration,
activity, geographical scope, or subject, then such restriction will be construed, judicially
modified, or “blue penciled” in such jurisdiction so as to thereafter be limited or reduced to the
extent required to be enforceable in such jurisdiction in accordance with applicable law. If any
restriction contained in this Agreement is held to be invalid, illegal, or unenforceable in any
respect under any applicable law in any jurisdiction, then such invalidity, illegality, or



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unenforceability will not affect any other provision of this Agreement or any other
jurisdiction, but such restriction will be reformed, construed, and enforced in such jurisdiction
as if such invalid, illegal, or unenforceable restriction had never been contained in this
Agreement.



     5. Reasonableness of Restrictions. The Selling Principal has carefully read and
considered the provisions of this Agreement and, having done so, hereby agrees that the
restrictions set forth herein are fair and reasonable and are reasonably required for the
protection of the interests of the Company.



     6. Entire Agreement; Amendments; Waivers. This Agreement, the Purchase Agreement, and
any employment agreement entered into by the Selling Principal contain the entire agreement between
the parties hereto with respect to the subject matter hereof and thereof. This Agreement may not
be changed orally but only by an agreement, in writing, signed by the Selling Principal and an
officer of the Company specifically designated by the board of directors of the Company (or its
designee) to execute such amendment. The terms or covenants of this Agreement may be waived only
by a written instrument specifically referring to this Agreement, executed by the party waiving
compliance. The failure of the Company at any time or from time to time to require performance of
any of the Selling Principal’s obligations under this Agreement will in no manner affect the
Company’s right to enforce any provisions of this Agreement at a subsequent time; and the waiver by
the Company of any right arising out of any breach will not be construed as a waiver of any right
arising out of any subsequent breach.



     7. Assignment. This Agreement will inure to the benefit of, and will be binding upon,
the Company and its permitted assigns. The Company will not assign this Agreement without the
written consent of the Selling Principal, provided that the Company may assign this Agreement
without the written consent of the Selling Principal to an affiliate of the Company.



     8. No Right of Employment. This Agreement will not be construed as conferring on the
Selling Principal any right to continued employment or employment in any position.



     9. Governing Law. This Agreement will be governed by and construed in accordance with
the laws of the State of New York, notwithstanding any conflict of law provision to the contrary.



     10. Counterparts. This Agreement may be executed in any number of counterparts, each
of which will be an original but all of which together will constitute one and the same instrument.



[signature page follows]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first set forth above.



	 	 	 	 	 
	 	GLG PARTNERS, INC.

 	 
	 	By:  	/s/ Alejandro San Miguel
 	 
	 	 	Name:  	Alejandro San Miguel 	 
	 	 	Title:  	General Counsel and Corporate Secretary 	 



	 	 	 	 	 
	 	SELLING PRINCIPAL

 	 
	 	/s/ Noam Gottesman
 	 
	 	Noam Gottesman 	 



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