exv10w4






Exhibit 10.4




GLG PARTNERS, INC.

2009 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

FOR UNITED KINGDOM LIMITED PARTNERS




To: [Name]




Date: [Date]



          In accordance with a determination of the Special Grant Committee of the Board of Directors of
GLG Partners, Inc. (the “Company”) on                      (the “Grant Date”), you have been granted an award
to receive
                     shares (“Restricted Stock”) of Common Stock of the Company pursuant to
Sub-Plan B (the “Sub-Plan”) of the Company’s 2009 Long-Term Incentive Plan (the “Plan”), which
shares shall be delivered to you by Laurel Heights LLP, an English limited liability partnership
(the “LLP”), of which you are a member. Capitalized terms used in this agreement (the “Restricted
Stock Agreement”) but not otherwise defined shall have the meanings assigned to such terms in the
Plan or the Sub-Plan.


          The shares of Restricted Stock have been granted to you on the Grant Date upon the following
terms and conditions: 




	1.	 	Definitions






	 	(a)	 	“Cause” shall be deemed to exist if you at any time:






	 	(i)	 	are guilty of gross misconduct, or commit a material breach of
any written agreement between you and the Company, any Subsidiary or the LLP,
including this Restricted Stock Agreement; or






	 	(ii)	 	are in breach of regulatory requirements or internal compliance
rules of the Company, its Subsidiaries or the LLP that are applicable to you; or






	 	(iii)	 	have any required registration terminated or cancelled by
regulatory authorities governing financial services business in any relevant
jurisdiction; or






	 	(iv)	 	are investigated (which includes any informal or formal stage in
any administrative, investigative, enforcement, adjudicative, disciplinary, or
judicial investigation or proceeding, but excludes any such investigation or
proceeding the subject of which is the Company, a Subsidiary or the LLP but not
you) by the Securities Exchange Commission in the United States, the Financial
Services Authority in the United Kingdom, the Financial Industry Regulatory
Authority, Inc. or another government agency or regulatory body or authority in
any relevant jurisdiction, in each case for a potential violation
of securities laws, including any insider trading rules, the Financial
Services Authority’s Principles for Approved Persons, including, without
limitation, Principle 1, or any applicable rule or regulation of any such
governmental agency or regulatory body or authority governing the financial
services




 









 












	 	 	 	business or people who work in such business; provided, that if such
investigation has been completed and results in a finding of no violation by
you, then, to the extent that the LLP has not yet exercised its right to
terminate your status as a Limited Partner with Cause as a result of such
investigation, such investigation will no longer be grounds for the LLP to
terminate your status as a Limited Partner with Cause; or






	 	(v)	 	are guilty of serious negligence in connection with or affecting
the business or affairs of the Company, its Subsidiaries or the LLP for which
you are required to perform duties; or






	 	(vi)	 	are guilty of conduct that brings or is likely to bring you, the
Company, any Subsidiary or the LLP into disrepute; or






	 	(vii)	 	are convicted of, or plead no contest to, a criminal offense
other than a traffic-related offense for which a non-custodial penalty is
imposed; or






	 	(viii)	 	are in material breach of any of the following conditions or continuing
obligations:






	 	(A)	 	validity of all representations made by you
regarding your educational, vocational, professional, and any other
appropriate qualifications; upon request by the Company, a Subsidiary or
the LLP, you will be required to produce these certificates; you
recognize that your status as a Limited Partner may be terminated in any
case where it is discovered that any false information has been given;






	 	(B)	 	compliance with the Company’s Compliance
Regulations, Code of Conduct, and Personal Investment policy, copies of
which are contained in the Employee Handbook, if applicable, or any
equivalent document of any Subsidiary or the LLP.





     (b) “Code” means the U.S. Internal Revenue Code of 1986, and any successor statute, as it or
they may be amended from time to time.



     (c) “Disability” means any illness, injury, physical or mental impairment, or other incapacity
that is certified and established by documented medical evidence reasonably satisfactory to the
Compensation Committee of the Board of Directors or the Special Grant Committee designated by the
Board of Directors as a result of which you shall fail to perform, after reasonable accommodation
as required by law, the essential duties required of you by the Company or a Subsidiary during any
six (6) consecutive months. In the event of a dispute as to whether you have a Disability, the
Company may refer you to a licensed practicing physician of the Company’s choice, and, in addition
to your consent in paragraph 17, you (i) agree to submit to such tests and examinations as such
physician shall deem appropriate and to share copies of the results of such tests and examinations,
and the physician’s related conclusions, with the Company, (ii) authorize
such physician to share and discuss with the Company the results of such tests and
examinations and the physician’s related conclusions, and (iii) agree to sign any separate
authorization that the selected physician or the Company may require in order to give affect to the
disclosure obligations



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contained in this sentence. Notwithstanding the foregoing, the final
determination that you have incurred a Disability will be made by the Company in its sole
discretion.




     (d) “LLP Agreement” means the Second Amended and Restated Limited Liability Partnership Deed
of the LLP, as it may be further amended from time to time.



     (e) “Non-Stock Dividends” means any dividends or distributions on or in respect of Restricted
Stock, whether in cash or otherwise, other than Stock Dividends.



     (f) “Shares Delivery Agreement” means the agreement dated 4 February, 2008 between the
Company and the LLP in respect of the delivery of certain shares of Common Stock.



     (g) “Stock Dividends” means any dividends or distributions on or in respect of Restricted
Stock in the form of additional shares of Common Stock, other securities of the Company or
securities of another entity.



     (h) “Termination of Service” means (i) your termination of your status as a Limited Partner
for any reason or (ii) the LLP terminating your status as a Limited Partner; provided, that (A)
death or (B) Disability shall not be deemed a Termination of Service.




	2.	 	Earning of Restricted Stock





     (a) You shall be deemed to have earned and will be entitled to receive, and the LLP shall be
obligated to deliver to you (subject to the actions described in paragraph 2(b) having been
implemented), the Restricted Stock subject to this Restricted Stock Agreement as follows; provided,
that unearned Restricted Stock may be forfeited in accordance with paragraph 7:




	 	•	 	[___%] on [ Date ] ;






	 	•	 	[___%] on [ Date ] ;






	 	•	 	[___%] on[ Date ] ; and






	 	•	 	[___%] on [ Date ].




          Notwithstanding the foregoing, if one of the following events occurs earlier, and prior to
forfeiture under paragraph 7, you shall be entitled to receive, and the LLP shall be obligated to
deliver to you (subject to the actions described in paragraph 2(b) having been implemented), 100%
of the Restricted Stock subject to this Restricted Stock Agreement on the date of occurrence of
such event: (a) your death or Disability; or (b) the occurrence of a Change of Control and within
one year after such Change of Control, the occurrence of a Termination of Service because the LLP
has terminated your status as a Limited Partner without Cause.


          Once earned, all restrictions attaching to the Restricted Stock shall cease to apply and the
Restricted Stock shall cease to be forfeitable and can be transferred subject to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”).






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     (b) The LLP’s obligation to deliver shares of Restricted Stock to you hereunder is subject to
the implementation, on or before each date you are entitled to receive shares of Restricted Stock
(a “Vesting Date”), of the following actions:




     (1) GLG Partners LP shall make an additional profit share allocation to the LLP, which
shall be effected by a cash distribution in an amount that is equal to the aggregate Fair
Market Value of the portion of the Restricted Stock that you earned on that Vesting Date
(the “Cash Distribution”).




     (2) The LLP shall make a special profit allocation to you pursuant to the terms of the
LLP Agreement in an amount that is equal to the Cash Distribution, which shall be effected
by the LLP transferring you the shares of Restricted Stock that you earned on that Vesting
Date.




     (3) The LLP shall make a payment to the Company in an amount that is equal to the Cash
Distribution in satisfaction of its obligations under the Shares Delivery Agreement.




     (4) The Company shall deliver to the LLP for your benefit the number of shares of
Restricted Stock (and any Stock Dividends to which you are entitled hereunder) pursuant to
the terms of the Shares Delivery Agreement.




	3.	 	Reservation of Stock Dividends




          In case the Company shall, by dividend or otherwise, distribute Stock Dividends to all holders
of Common Stock, then, in each such case, the Company shall reserve an equivalent amount of Stock
Dividends with respect to your shares of Restricted Stock for delivery to the LLP for your benefit
so that, in addition to the shares of Common Stock which you are entitled to receive pursuant to
this Restricted Stock Agreement, the Company shall reserve and provide for, and the LLP shall
deliver to you on the date or dates on which you earn the shares of Restricted Stock pursuant to
paragraph 2, the amount and kind of such Stock Dividends which you would have received if you had
been the holder of record of the unearned shares of Restricted Stock subject to this Restricted
Stock Agreement on the record date for such distribution of the Stock Dividends to holders of
Common Stock. Notwithstanding the foregoing, you will not be entitled to receive any equivalent
Stock Dividends pursuant to this paragraph 3 with respect to any shares of Restricted Stock
forfeited pursuant to paragraph 7.




	4.	 	Non-Stock Dividends




          You shall not be entitled to any (i) Non-Stock Dividends on any Restricted Stock until you
become the holder of record thereof or (ii) any Dividend Equivalents in respect of Restricted Stock
subject to this Restricted Stock Agreement.




	5.	 	Voting Rights




          You shall not be entitled to vote the Restricted Stock and any Stock Dividends held by the
Company in accordance with paragraph 3, until you have become the holder of record thereof.






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	6.	 	Delivery of Earned Restricted Stock




          As promptly as practicable after you shall have been deemed to have earned and are entitled to
receive the Restricted Stock in accordance with and subject to the provisions of paragraph 2, the
Company and the LLP will take or cause to be taken the necessary actions as provided under the
Shares Delivery Agreement to deliver to you (or in the event of your death, to your estate or any
person who acquires your interest in the Restricted Stock by bequest or inheritance) the Restricted
Stock earned and which you are entitled to receive, together with any Stock Dividends earned and
which you are entitled to receive, then held by the Company (or subject to its instructions).




	7.	 	Forfeiture of Unearned Restricted Stock and Stock Dividends




          Notwithstanding any other provision of this Restricted Stock Agreement, (a) if at any time it
shall become impossible for you to earn any of the Restricted Stock in accordance with this
Restricted Stock Agreement, or (b) unless determined otherwise by the Compensation Committee of the
Board of Directors or the Special Grant Committee designated by the Board of Directors, in the
event of a Termination of Service (other than as provided in paragraph 2(a)), all your rights to
receive the Restricted Stock, together with any Stock Dividends relating to the unearned stock,
then being reserved by the Company (or subject to its instructions) in accordance with paragraph 3
shall be forfeited, and you shall have no further rights of any kind or nature with respect
thereto.




	8.	 	Transferability




          Except as otherwise provided in the Sub-Plan, this grant is not transferable by you and the
Restricted Stock, any Non-Stock Dividends and any Stock Dividends shall be deliverable, during your
lifetime, only to you.




	9.	 	Withholding




          In order to satisfy any taxes and social security required to be withheld by law in connection
with the vesting of Restricted Stock under this Restricted Stock Agreement, you agree to enter into
any recurring agreements with and sell through a broker or similar arrangement approved by the
Compensation Committee such number of the shares of Restricted Stock and Stock Dividends otherwise
earned by you as may be necessary so that the net proceeds of such sale will be an amount
sufficient to provide for any such taxes and social security so required to be withheld. To the
extent the sale method described in the prior sentence is not available or sufficient to satisfy
any taxes and social security required to be withheld by law, the Company and its Subsidiaries
shall have the right, in connection with the delivery of the Restricted Stock and any Non-Stock
Dividends and Stock Dividends (and interest thereon) subject to this Restricted Stock Agreement,
(i) to deduct from any payment otherwise due by the Company or its Subsidiaries to you or any other
person receiving delivery of the Restricted Stock and any Non-Stock Dividends and Stock Dividends
(and interest thereon) an amount or shares with a value equal to the taxes and social security
required to be withheld by law with respect to such delivery, or (ii) to require you or any other
person receiving such delivery to pay to it an amount sufficient to provide for any such taxes and
social security so required to be withheld (including by means of arranging for the sale on your
behalf for fair market value of such number of the Restricted Stock and any Stock Dividends as may
be necessary so that





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the net proceeds of such sale shall be an amount sufficient to provide for any such taxes and
social security so required to be withheld). Notwithstanding the foregoing, in the event that you
make an effective election pursuant to Section 83(b) of the Code with respect to the Restricted
Stock or any Stock Dividends, the Company shall require you to deliver to the Company concurrently
with such election, (1) a copy of the election, and (2) payment of the amount that is equal to the
taxes and social security required to be withheld pursuant to such election.





	10.	 	No Obligation to Register




          The Company shall be under no obligation to register the resale of the Restricted Stock or any
Stock Dividends pursuant to the Securities Act or any other U.S. federal or state securities laws.
The Company shall not be obligated to deliver any shares until they have been listed (or authorized
for listing upon official notice of issuance) upon each stock exchange upon which are listed
outstanding shares of the same class as that of the shares subject to this award and until there
have been compliance with such laws and regulations as the Company may deem applicable.




	11.	 	Restrictive Legends




          Until you have earned the shares of Restricted Stock subject to this Restricted Stock
Agreement, certificates representing shares of Restricted Stock or confirmation and account
statements relating to shares of Restricted Stock in book-entry form shall bear the restrictive
legends in the form of Attachment 1 hereto.




	12.	 	Protections Against Violations of Agreement




          No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift,
transfer in trust (voting or other) or other disposition of, or creation of a security interest in
or lien on, any of the Restricted Stock by any holder thereof in violation of the provisions of
this Restricted Stock Agreement will be valid, and the Company will not transfer any of said
Restricted Stock on its books nor will any such Restricted Stock be entitled to vote, nor will any
distributions be paid thereon, unless and until there has been full compliance with said provisions
to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu
of any other remedies, legal or equitable, available to enforce said provisions.




	13.	 	Failure to Enforce Not a Waiver




          The failure of the Company, any of its Subsidiaries or the LLP to enforce at any time any
provision of this Restricted Stock Agreement shall in no way be construed to be a waiver of such
provision or of any other provision hereof.




	14.	 	Survival of Terms




          This Restricted Stock Agreement shall apply to and bind you, the Company, the LLP and your and
their respective permitted assignees and transferees, heirs, legatees, executors, administrators
and legal successors.






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	15.	 	Counterparts




          This Restricted Stock Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to be one and the same
instrument.




	16.	 	Severability




          Should any provision of this Restricted Stock Agreement be held by a court of competent
jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect
the validity of the remainder of this Restricted Stock Agreement, the balance of which shall
continue to be binding upon the parties hereto with any such modification (if any) to become a part
hereof and treated as though contained in this original Restricted Stock Agreement. Moreover, if
one or more of the provisions contained in this Restricted Stock Agreement shall for any reason be
held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable,
in lieu of severing such unenforceable provision, such provision or provisions shall be construed
by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the
maximum extent compatible with the applicable law as it shall then appear, and such determination
by such judicial body shall not affect the enforceability of such provisions or provisions in any
other jurisdiction.




	17.	 	Personal Data




          BY SIGNING THIS RESTRICTED STOCK AGREEMENT, YOU HEREBY ACKNOWLEDGE THAT FOR THE ADMINISTRATION
AND MANAGEMENT OF THE PLAN, THE COMPANY WILL FROM TIME TO TIME NEED TO PROCESS YOUR PERSONAL DATA
(AS DEFINED IN THE UNITED KINGDOM’S DATA PROTECTION LEGISLATION) AND ACCORDINGLY YOU EXPRESSLY
CONSENT TO THE TRANSMISSION OF ANY PERSONAL DATA (AS DEFINED IN THE UNITED KINGDOM’S DATA
PROTECTION LEGISLATION) CONCERNING YOU AND YOUR FAMILY OUTSIDE OF THE EUROPEAN ECONOMIC AREA,
INCLUDING, WITHOUT LIMITATION, TO THE COMPANY’S UNITED STATES OFFICES AND THE COMPANY’S AGENTS
LOCATED IN THE UNITED STATES.




	18.	 	Acceptance




          You have read and understand the terms and provisions of this Restricted Stock Agreement, and
accept the Restricted Stock subject to all the terms and conditions of the Plan, the Sub-Plan and
this Restricted Stock Agreement. You may obtain copies of the Plan or Sub-Plan from the Company
upon request. You hereby agree to accept as binding, conclusive and final all decisions or
interpretations of the Compensation Committee of the Board of Directors or the Special Grant
Committee designated by the Board of Directors upon any questions arising under this Restricted
Stock Agreement. Please sign your name in the space provided on this Restricted Stock Agreement
and deliver it on or before the 15th day after the date of this Restricted Stock Agreement (subject
to any reasonable extension that the Company may provide) to the Company, c/o GLG Partners LP
(attention of Victoria Parry) at One Curzon Street, London W1J 5HB United Kingdom and Mrs. Parry
will forward the documents to the Company. If Mrs. Parry or the Company does not have your
properly signed copy of this Restricted Stock Agreement in hand before the close of





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business on the 15th day after the date of this Restricted Stock Agreement (subject to any
reasonable extension that the Company may provide), then, anything in this Restricted Stock
Agreement to the contrary notwithstanding, your right to receive the award will terminated and be
of no effect.





	19.	 	Waiver




          By signing this Restricted Stock Agreement, you hereby waive any and all rights to
compensation or damages in consequence of the termination of your status as a Limited Partner for
any reason whatsoever (and regardless of whether such termination is lawful or unlawful) insofar as
those rights arise or may arise from your ceasing to have rights under this Restricted Stock
Agreement as a result of such termination.




	20.	 	Applicable Law




          This Restricted Stock Agreement and the Company’s and the LLP’s obligation to deliver
Restricted Stock and any Stock Dividends and Non-Stock Dividends (and interest thereon) hereunder
shall be governed by and construed and enforced in accordance with the laws of the State of
Delaware and the Federal law of the United States applicable to contracts made and to be performed
entirely within the State of Delaware, without regard to the conflicts of law principles of such
State.






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	 	GLG PARTNERS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	Noam Gottesman 	 
	 	 	Title:  	Chairman and Co-Chief Executive Officer 	 
	 
	 	LAUREL HEIGHTS LLP

 	 
	 	By:  	MOUNT GRANITE LIMITED, as Managing Member
 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Noam Gottesman 	 
	 	 	Title:  	Chairman and Co-Chief Executive Officer 	 
	 



Accepted and agreed as of the date set forth above.





               
              
               
             
             
              
                




	 	 	 	 	 
	[Name]
	 	 	 	 
	 
	Address:

	 	
 

	 	 
	 
	 	 	 	 
	 

	 	
 
	 	 
	 
	 	 	 	 
	U.K. Taxpayer ID No.:

	 	
 
	 	 






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Attachment 1




Certificates of common stock of the Company shall have impressed on, printed on, written on or
otherwise affixed to them the following legend:





     THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON
TRANSFER (THE “RESTRICTIONS”) AS SET FORTH IN THE GLG PARTNERS, INC. 2009 LONG-TERM
INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER
AND GLG PARTNERS, INC. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE
RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR
OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF
SUCH SHARES AS PROVIDED BY SUCH PLAN AND AGREEMENT.



Confirmations and account statements sent to holders of shares of common stock of the Company in
book-entry form shall have impressed on, printed on, written on or otherwise affixed to them
substantially the following legend:





     THE SHARES OF COMMON STOCK TO WHICH THIS STATEMENT RELATES ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER (THE “RESTRICTIONS”) AS SET FORTH IN THE GLG PARTNERS, INC. 2009
LONG-TERM INCENTIVE PLAN AND A RESTRICTED STOCK AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND GLG PARTNERS, INC. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN
CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE,
HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN
THE FORFEITURE OF SUCH SHARES AS PROVIDED BY SUCH PLAN AND AGREEMENT.