exv10w1w2






Exhibit 10.1.2




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




This Amended and Restated Employment Agreement between GLG Partners, Inc. (“GLG”) and Simon White
(the “Employee”) is made on this 17th day of March 2010 with effect as of January 1, 2010 (this
“Agreement”).




GLG and the Employee hereby agree to the continued employment of the Employee by GLG on the
following terms and conditions:





	1.	 	Commencement of Employment; Term of Agreement
	 
	1.1	 	The Employee’s employment under this Agreement commenced on January 1, 2010.
	 
	1.2	 	The initial term of the Employee’s employment under this Agreement shall continue until
December 31, 2010, unless such employment is sooner terminated pursuant to the provisions of
this Agreement (the “Initial Term”). Upon the expiration of the Initial Term and any one-year
extension thereafter, the Initial Term or the extended term, as applicable, shall be
automatically extended for one additional year unless either party hereto gives the other
party at least six (6) months of advance written notice that he or it does not want such
extension to occur (a “Notice of Non-Extension”), in which case the Initial Term or the
extended term, as applicable, will not be further extended. Notwithstanding any extensions
beyond the Initial Term, the Employee’s employment may be sooner terminated pursuant to the
provisions of this Agreement. Hereinafter, the period of the Employee’s employment under this
Agreement, including beyond the Initial Term if applicable, will be referred to as the “Term.”
	 
	2.	 	Duties
	 
	2.1	 	The Employee shall, during the Term, serve GLG to the best of his ability in the capacity of
Chief Operating Officer. The Employee’s duties shall include, but not be limited to, those
typical of a chief operating officer of a United States publicly listed financial services
company, and such other duties as may be required by GLG from time to time consistent
therewith, or where not, by agreement between the parties hereto.
	 
	2.2	 	During the Term, the Employee shall:






	 	(a)	 	at all times and in all respects conform to and comply with the lawful and
reasonable directions of GLG, and, to the extent applicable to the Employee, conform to
and comply with all rules or codes of conduct and statements of principle in force from
time to time and/or required by any regulatory body in relation to the business of GLG
or any of its subsidiaries (collectively, the “GLG Entities”);




 









 












	 	(b)	 	unless prevented by sickness or other incapacity, or otherwise as directed by
GLG, devote the whole of his time, attention, and abilities during hours of work (which
shall be normal business hours and such additional hours as may be necessary for the
proper performance of his duties) to the business and affairs of the GLG Entities for
which the Employee performs duties (including, without limitation, Laurel Heights LLP,
in which the Employee continues to be a member and for which the Employee continues to
provide services);
	 
	 	(c)	 	work at such place of business of GLG or any other GLG Entity as GLG may
reasonably require for the proper performance of the Employee’s duties, including
traveling frequently and/or for extended, reasonable periods of time for business
purposes; and
	 
	 	(d)	 	not, without the prior written consent of GLG, directly or indirectly carry on
or be engaged, concerned, or interested in any other business, trade, or occupation
that is in competition with the business of any GLG Entity, other than as a holder
directly or through nominees of not more than three percent (3%) in the aggregate of
any class of shares, debentures, or other securities in issue from time to time of any
company that is publicly traded on any recognized stock exchange.






	2.3	 	The Employee shall not, without the prior written consent of GLG, either directly or
indirectly, publish any opinion, fact, or material, or deliver any lecture or address, or
participate in the making of any film, radio broadcast, or television transmission, or
communicate with any representative of the media or any third party, (a) relating to the
business or affairs of the GLG Entities, or relating to any of their officers, employees,
members, partners, clients, suppliers, distributors, agents, or shareholders, or (b) relating
to the development or exploitation of Intellectual Property (as defined in clause 8). For the
purpose of this clause 2.3, “media” shall include television (terrestrial, satellite, and
cable), internet, radio, newspapers, and other journalistic publications.





3. Salary





	3.1	 	During the Term, GLG will pay the Employee a salary at a rate equal to a gross amount of
$500,000 per annum, from which tax and other withholdings will be deducted. This amount will
be paid to the Employee in equal monthly installments.






	4.	 	Discretionary Bonus and Equity Awards






	4.1	 	The Employee will, during the Term, be eligible for a discretionary bonus, payable, if at
all, by GLG on an annual basis, from which tax and other withholdings will be deducted.
Bonuses are based on numerous factors, including the performance of the GLG Entities and the
Employee’s individual contribution, and are not guaranteed. In





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	 	 	order to be eligible to receive a bonus, the Employee must be employed by GLG and not
serving out any period of notice (such as the notice period given prior to termination) on
the date that bonus awards are paid. Any bonus will be paid in cash, except to the extent
that GLG determines, in its sole discretion, to pay all or a portion of such bonus in the
form of an equity award or awards under GLG’s equity incentive plan as in effect from time
to time, provided that any such determination by GLG applies equally, and to the same
extent, to the Employee and all other similarly-situated employees and service providers of
the GLG Entities. Any bonus under this clause 4.1 may be conditioned upon the achievement
of performance goals.






	4.2	 	The Employee will be eligible to participate in GLG’s long-term incentive plan (or any
successor plan thereto) and may receive such equity incentive awards as GLG may determine in
its sole discretion from time to time. Such awards may be conditioned upon the achievement of
performance goals, and may include, without limitation, grants of stock options, stock
appreciation rights, restricted stock, and/or restricted stock units. The terms and
conditions of each equity incentive award will be set forth in a definitive award agreement to
be entered into by the parties hereto.






	5.	 	Expenses






	5.1	 	GLG shall reimburse the Employee in respect of all reasonable travelling, accommodation, and
other similar out-of-pocket expenses wholly, exclusively, and necessarily incurred by the
Employee in or about the performance of his duties, provided that any expense claims are
supported by relevant documentation and are made in accordance with GLG’s expenses policy from
time to time in force.






	6.	 	Termination of Employment






	6.1	 	The Employee’s employment may be terminated by the Employee giving not less than twelve weeks
of notice in writing to GLG, or by GLG giving to the Employee not less than six months of
notice of termination in writing, unless the Employee is terminated for cause under clause
6.3, in which case no advance notice from GLG is required. The Employee’s employment will
automatically be terminated upon his death.






	6.2	 	GLG is not under any obligation to provide the Employee with any work, and GLG may suspend
the Employee or place him on a leave of absence without duties, exclude the Employee from all
or any premises of GLG, and/or require that the Employee not contact any colleagues or
clients, not work on any GLG matters or projects, and not access electronic data in GLG’s
offices via home computers, modems, or otherwise:






	 	6.2.1	 	for any period in connection with any investigation into (a) any alleged
misconduct or neglect by the Employee or (b) any alleged action or inaction that may
constitute cause under clause 6.3; or




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	 	6.2.2	 	for any period not exceeding the applicable notice period after either party
has given notice of termination of employment; provided that, in such event, any
payments under this clause 6, except to the extent clause 6.5 is applicable or to the
extent any payment or portion thereof is not a “deferral of compensation” under or
would otherwise be exempt from the requirements of Section 409A of the Internal Revenue
Code, will be made no later than March 15 of the year following the year in which the
Employee ceases to perform services for GLG;






	 	 	provided that throughout such period the Employee’s salary under clause 3.1 shall continue
to be paid by GLG in accordance with such clause 3.1 (but without duplication of any amounts
paid to the Employee pursuant to clause 6.2.2). The Employee acknowledges and agrees that
during any period of suspension, all obligations and duties of the Employee contained in
this Agreement other than those suspended as set out in this clause 6.2 will continue to
have full force and effect.






	6.3	 	The Employee’s employment with GLG may be terminated forthwith and without notice (“for
cause”) by GLG if the Employee shall at any time:






	 	(a)	 	be guilty of gross misconduct or material breach of any provision of this
Agreement or the Laurel Heights LLP partnership deed, as amended (including your
interest letter thereunder); or
	 
	 	(b)	 	be in breach of regulatory requirements (including any Securities Exchange
Commission and Financial Services Authority requirements) or internal compliance rules
of the GLG Entities consistent therewith applicable to the Employee; or
	 
	 	(c)	 	have any required registration terminated or cancelled by the Securities
Exchange Commission, the Financial Services Authority, or any other regulatory
authority governing financial services business in the United States or in any other
relevant jurisdiction; or
	 
	 	(d)	 	be investigated (which includes any informal or formal stage in any
administrative, investigative, enforcement, adjudicative, disciplinary, or judicial
investigation or proceeding) in the United States by the Securities Exchange
Commission, another government agency, or other regulatory body, or in any other
relevant jurisdiction by a regulatory or government agency (including in the United
Kingdom by the Financial Services Authority), for a potential violation of rules
governing the financial services business, including, without limitation, insider
trading rules, or such other jurisdiction’s similar rules governing the financial
services business; or




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	 	(e)	 	be guilty of any serious negligence in connection with or affecting the
business or affairs of any GLG Entity for which the Employee is required to perform
duties; or
	 
	 	(f)	 	be guilty of conduct that brings or is likely to bring the Employee or GLG or
any GLG Entity into disrepute; or
	 
	 	(g)	 	be convicted of a criminal offence for which the Employee may be arrested
(other than a traffic violation for which a non-custodial penalty is imposed); or
	 
	 	(h)	 	be in material breach of any of the conditions or continuing obligations under
clause 11.






	6.4	 	In the event of a termination of the Employee’s employment with GLG other than for cause
under clause 6.3, GLG will pay to the Employee, within thirty (30) days of his employment
termination date, a payment equal to fifty percent (50%) of the Employee’s annual salary under
clause 3.1. Alternatively, in lieu of advance notice, GLG may, in its absolute discretion,
terminate the employment of the Employee other than for cause at any time with immediate
effect by paying the Employee in a lump-sum, within thirty (30) days of his employment
termination date, one hundred percent (100%) of the Employee’s annual salary under clause 3.1.






	6.5	 	To the extent that any amount payable under this Agreement constitutes an amount payable
under a “nonqualified deferred compensation plan” (as defined in Section 409A of the Internal
Revenue Code) that is not exempt from Section 409A as a result of a “separation from service”
(as defined in Section 409A of the Internal Revenue Code), including any amount payable under
this clause 6, then, notwithstanding any other provision in this Agreement to the contrary,
such payment will not be made to the Employee until the day after the date that is six months
following the Employee’s “separation from service,” to the extent such payment otherwise would
have been made during such six-month period, but only if the Employee is deemed by GLG, in
accordance with any relevant procedures that it may establish, to be a “specified employee”
under Section 409A of the Internal Revenue Code at the time the Employee “separates from
service.” This clause 6.5 will not be applicable after the Employee’s death.






	6.6	 	GLG reserves the right to condition any compensation under this clause 6, or the Employee’s
right to continue to receive salary payments for any portion of any notice period under this
clause 6 during which the Employee is not performing services, upon the Employee’s execution
of a full general release and such general release becoming effective. To the extent any such
amount constitutes an amount payable under a “nonqualified deferred compensation plan” (as
defined in Section 409A of the Internal Revenue Code) as a result of a “separation from
service” (as defined in Section 409A





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	 	 	of the Internal Revenue Code), then the execution and effective date of such general release
must occur before the payment date set forth in clause 6.5.






	6.7	 	Upon the termination of his employment (for whatever reason and howsoever arising), the
Employee shall not at any time thereafter make any untrue or misleading oral or written
statement concerning the business and affairs of any GLG Entity, nor represent himself or
permit himself to be held out as being in any way connected with or interested in the business
of any GLG Entity (except as a former employee for the purpose of communicating with
prospective employers or complying with any applicable law, or as a holder of any outstanding
equity award granted to the Employee).






	7.	 	Confidential Information






	7.1	 	“Confidential Information” means any information that belongs to any GLG Entity, or any of
their clients or suppliers, including, without limitation, Intellectual Property (as defined
in clause 8), technical data, market data, trade secrets, research, business plans, product
information, projects, services, client lists, client preferences, client transactions,
supplier lists, supplier rates, hardware, technology, inventions, developments, processes,
formulas, designs, marketing methods and strategies, pricing strategies, sales methods,
financial information, transactional information, corporate and tax structures, revenue
figures, account information, credit information, financing arrangements, information
disclosed to the Employee by any GLG Entity in confidence directly or indirectly, information
that the Employee ought reasonably to understand is confidential, and information in respect
of which any GLG Entity is bound by an obligation of confidence to a third party, and whether
in writing (including via email), orally, or by electronic records, drawings, pictures, or
inspection of tangible property.






	7.2	 	The Employee acknowledges that, during the course of his employment with GLG and service
relationship with other GLG Entities, the Employee has had and will continue to have access to
Confidential Information. The Employee agrees, both during the term of his employment with
GLG and following its termination, that he has and will continue to hold the Confidential
Information in the strictest confidence, and that he has not and will not use or attempt to
use, other than in the proper performance of the Employee’s duties, the Confidential
Information except for the benefit of the GLG Entities, and he has not and will not disclose
any Confidential Information to any other person or entity without the prior written
authorization of GLG.






	7.3	 	The Employee shall use best endeavors to prevent the unauthorized publication or misuse of
any Confidential Information.




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	7.4	 	The preceding restrictions do not apply to any Confidential Information that (a) has entered
into the public domain other than by a breach of this Agreement or other obligation of
confidentiality of which the Employee is aware, or (b) solely to the extent and for the
duration required, is required to be disclosed under a validly-issued court order and which
disclosure the GLG Entities, following the Employee’s immediate notification to GLG of such
requirement, are unable legally to prevent.






	7.5	 	The Employee will be required, and hereby agrees, to execute any additional confidentiality
agreements with any other GLG Entity in such form as will be required by GLG or such other GLG
Entity.






	7.6	 	Following the termination of the Employee’s employment with GLG, or at any time during its
continuance upon request by GLG, the Employee will promptly deliver to GLG and not keep in his
possession, recreate, or deliver to any other person or entity, any and all property that
belongs to any GLG Entity, or that belongs to any other third party and is in the Employee’s
possession as a result of his employment with GLG or other service relationship with any other
GLG Entity, including, without limitation, any Confidential Information, computer hardware and
software, palm pilots, pagers, cell phones, blackberries, PDAs, other electronic equipment,
records, data, client lists and information, notes, reports, correspondence, financial
information, corporate information, account information, files, and other documents and
information, including any and all copies of the foregoing.






	8.	 	Intellectual Property






	8.1	 	“Intellectual Property” means any rights in or to intellectual property including, without
limitation, patents, trade marks, service marks, design rights, copyrights, utility models,
inventions, drawings, rights in computer programs (including both object code and source
code), and whether registered or unregistered, applications for registration of any of the
foregoing and the right to apply for them in any part of the world, and rights of like nature
arising or subsisting anywhere in the world in relation to all of the foregoing.






	8.2	 	The Employee agrees that all Intellectual Property that the Employee creates or discovers
during the course of or as a result of his employment with GLG or other service relationship
with a GLG Entity, and that relates to or is capable of being used in the business of any GLG
Entity, shall vest automatically in and belong exclusively to GLG or its nominee, and the
Employee shall not have any rights or licenses in such Intellectual Property except as
explicitly granted in writing to him by GLG.






	8.3	 	If, at any time in the course of the Employee’s employment or other service relationship with
any GLG Entity, the Employee makes or discovers or participates in the making or discovery of
any Intellectual Property relating to or capable of being





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	 	 	used in the business of any GLG Entity, then the Employee shall immediately disclose full
details of such Intellectual Property to GLG and, at the expense of GLG, the Employee shall
do all things necessary or desirable for obtaining appropriate forms of protection for the
Intellectual Property in such parts of the world as may be specified by GLG and for vesting
all rights in the same in GLG or its nominee.






	8.4	 	The Employee hereby irrevocably appoints GLG or its nominee to be the Employee’s agent to
sign any instrument, or to execute or do any act, on the Employee’s behalf in order to give
GLG or its nominee the full benefit of this clause 8, and in favor of any third party a
certificate in writing signed by an officer of GLG that any instrument or act falls within the
authority of GLG conferred by this clause 8 shall be conclusive evidence that such is the
case.






	8.5	 	The Employee hereby waives all of the Employee’s moral rights, if any, in respect of any acts
of any GLG Entity, or any party acting on its authority, in relation to any Intellectual
Property that is the property of or licensed to GLG, its nominee, or any GLG Entity by virtue
of this clause 8.






	8.6	 	The Employee agrees that he has disclosed to GLG in writing all Intellectual Property that
was made or discovered by the Employee prior to the commencement of his employment with GLG,
or that belongs to the Employee either solely or jointly with others (each such item referred
to as a “Prior Invention” and collectively as “Prior Inventions”). Other than as so
disclosed, the Employee agrees and acknowledges that there are no Prior Inventions. If, in
the course of the Employee’s employment with GLG or other service relationship with any GLG
Entity, the Employee incorporates a Prior Invention into any product, software, business
material, process, service, or machine of any GLG Entity, then the GLG Entities are hereby
granted a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the
right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell,
and otherwise distribute such Prior Invention as part of or in connection with such product,
software, business material, process, service, or machine.






	8.7	 	The Employee shall keep and maintain adequate and up to date written records of all
Intellectual Property made or discovered by the Employee (either solely or jointly with
others) during his employment with GLG. The records may be in the form of notes, sketches,
drawings, flow charts, electronic data or recordings, laboratory notebooks, or any similar
format appropriate to the relevant Intellectual Property and/or required from time to time by
GLG. The records will be available to and remain the sole property of GLG at all times, and
the Employee shall not perform any action with such records (other than to maintain them in an
up to date state) without the express permission of GLG, such permission to be at the sole
discretion of GLG.




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	8.8	 	All rights and obligations of the Employee under this clause 8 shall continue in full force
and effect after the termination of his employment and shall be binding upon the Employee’s
heirs, assigns, and personal representatives.






	9.	 	Further Obligations of the Employee






	9.1	 	The Employee shall, during his employment and (where appropriate) after its termination,
comply (and, if applicable, shall procure that his spouse and minor children shall comply)
with all applicable rules of law, regulations, and codes of conduct of any GLG Entity then in
effect from time to time in relation to dealings in shares, debentures, or other securities,
and the Employee shall, in relation to any dealings in securities of foreign companies, comply
with all laws of any foreign state affecting dealings in the securities of such companies.






	9.2	 	The Employee represents that his employment with GLG does not violate any prior agreement
with a former employer or third party. Should the Employee breach such representation, the
Employee agrees to indemnify the GLG Entities on demand for any and all damages (including,
without limitation, legal fees) that any GLG Entity incurs as a result of the Employee’s
breach of such representation.






	10.	 	Restrictive Covenants






	10.1	 	For the purpose of this clause 10, the following expressions shall have the following
respective meanings:






	 	10.1.1	 	“Business” means the management, investment management, and investment advisory
businesses, and the business of structuring, establishing, marketing, distributing, and
managing investment funds, as carried on by any GLG Entity on the Employee’s employment
termination date.
	 
	 	10.1.2	 	“Intermediary” means (a) any person who, at any time during the two years immediately
preceding the Employee’s employment termination date, promoted, marketed, advised, or
arranged for investors in the services and/or products (including investment funds) of
any GLG Entity, (b) any person who, during such two-year period, was a partner, member,
employee, or agent of, or consultant to, such Intermediary, or (c) any person who,
during such two-year period, was a partner, member, employee or agent of a client or
prospective client of any GLG Entity and who was working in the capacity of an
Intermediary, and in all cases, with which Intermediary the Employee had direct
dealings on behalf of any GLG Entity in connection with such Intermediary’s promoting,
marketing, advising, or arranging for investors in the services and/or products
(including investment funds) of any GLG Entity.




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	 	10.1.3	 	“Key Individual” means any person who, at the Employee’s employment termination date,
is employed or engaged (including, without limitation, as a partner of member) by any
GLG Entity (a) with whom the Employee has had material contact during the course of his
employment with GLG, and (b) either (i) 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, or (ii) is in the possession of Confidential
Information, or (iii) is directly managed by or reports to the Employee; and in the
event that any person is found to have been solicited by the Employee prior to the
Employee’s employment termination date and such person would have been a Key Individual
on the Employee’s employment termination date but for the actions of the Employee, then
such person will also be considered to be a Key Individual.
	 
	 	10.1.4	 	“Prospective Intermediary” means any person (a) with whom or which any GLG Entity
entered into negotiations or discussions, or (b) on whom or which any GLG Entity
expended a material amount of money, in either case during the period of six months
immediately preceding the Employee’s employment termination date and to the knowledge
of the Employee prior to his employment termination date, and in either case, (i) with
a view toward securing introductions to others for the purpose of providing services or
doing business with such other persons, (ii) with whom or which person the Employee had
direct dealings on behalf of any GLG Entity, and (iii) which person does not
affirmatively indicate to the GLG Entities, prior to the Employee’s employment
termination date, that he, she, or it does not wish to become an Intermediary of the
GLG Entities.
	 
	 	10.1.5	 	“Restricted Area” means the United States, England, Scotland, Wales, Northern
Ireland, and any other country in which the Employee has undertaken his duties for the
GLG Entities, in any capacity (including, without limitation, as a partner or member)
to a material extent at any time during the period of twelve months immediately
preceding the Employee’s employment termination date.
	 
	 	10.1.6	 	“Restriction Period” means the period of the Employee’s employment with GLG, plus (a)
the period of twelve months for purposes of clauses 10.3, 10.4.1, 10.4.3, 10.4.6, and
10.4.8, (b) the period of six months for purposes of clauses 10.4.2 and 10.4.4, and (c)
the period of eighteen months for purposes of clauses 10.4.5, 10.4.7, and 10.4.9, with
the time periods in clauses (a), (b), and (c) calculated from the Employee’s employment
termination date.






	10.2	 	The Employee acknowledges that, during the course of his employment with GLG and other
service relationships with the GLG Entities, he has had and will continue to have




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	 	 	(a) access to Confidential Information, and/or (b) influence over or connection with
existing and prospective clients, Intermediaries, Prospective Intermediaries, employees, and
other service providers of the GLG Entities, and accordingly, having had the opportunity to
take legal advice or voluntarily having waived such opportunity, is willing to enter into
the covenants described in this clause 10 in order to provide the GLG Entities with
reasonable protection for those interests.






	10.3	 	The Employee hereby covenants with GLG that he will not, for the Restriction Period, without
the prior written consent of GLG in its sole and absolute discretion, either alone or jointly
with or on behalf of any person, directly or indirectly, carry on or set up, or be employed or
engaged by or in, or otherwise assist or be interested in, in any capacity (except 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), a business that is
carried on in competition with the Business anywhere within the Restricted Area.






	10.4	 	The Employee hereby covenants with GLG that he will not, for the Restriction Period, without
the prior written consent of GLG in its sole and absolute discretion, either alone or jointly
with or on behalf of any person, directly or indirectly:






	 	10.4.1	 	in connection with the carrying on of any business that is in competition with the
Business, have business dealings with, provide services to, or otherwise accept the
custom of any person who or which has at any time during the period of twelve months
immediately preceding the Employee’s employment termination date done business or dealt
with, or received services from, any GLG Entity as a client, and with whom or which the
Employee shall have had dealings during the course of his employment with GLG or any
other service relationship with the GLG Entities, other than clients that were clients
of the Employee prior to the time he first provided services to any of the GLG
Entities;






	 	10.4.2	 	in connection with the carrying on of any business that is in competition with the
Business, have business dealings with, provide services to, or otherwise accept the
custom of any person who or which is a prospective client of any GLG Entity, by
providing any service to, dealing with, or doing business with such prospective client
that is the same or substantially similar to services and/or products (including
investment funds) that had been or are being marketed to such prospective client by any
GLG Entity on the Employee’s employment termination date or during the period of six
months immediately preceding such employment termination date, and of which marketing
the Employee is aware prior to his employment termination date, provided that, prior to
the Employee’s employment termination date, such prospective client





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	 	 	 	has not affirmatively indicated that he, she, or it does not wish to become a client
of the GLG Entities;






	 	10.4.3	 	in connection with the carrying on of any business that is in competition with the
Business, have business dealings with any Intermediary for the purpose of securing or
seeking to secure from such Intermediary the opportunity to provide to his, her, or its
clients or prospective clients any services and/or products (including investment
funds) that are the same or substantially similar to those provided by any GLG Entity,
or to place the business of any such client or prospective client with another business
that is in competition with the Business;
	 
	 	10.4.4	 	in connection with the carrying on of any business that is in competition with the
Business, have business dealings with any Prospective Intermediary for the purpose of
securing or seeking to secure from such Prospective Intermediary the opportunity to
provide to his, her, or its clients or prospective clients any services and/or products
(including investment funds) that are the same or substantially similar to those
provided by any GLG Entity, or to place the business of any such client or prospective
client with another business that is in competition with the Business;
	 
	 	10.4.5	 	in connection with the carrying on of any business that is in competition with the
Business, canvass, solicit, or approach, or cause to be canvassed, solicited, or
approached, for orders or instructions in respect of any services and/or products
(including investment funds) of a type offered or provided by any GLG Entity, any
person who or which at the Employee’s employment termination date or at any time during
the period of twelve months prior to that date is a client of any GLG Entity, and with
whom or which the Employee shall have had dealings during the course of his employment
with GLG or any other service relationship with the GLG Entities, other than clients
that were clients of the Employee prior to the time he first provided services to any
of the GLG Entities;
	 
	 	10.4.6	 	in connection with the carrying on of any business that is in competition with the
Business, canvass, solicit, or approach, or cause to be canvassed, solicited, or
approached, for orders or instructions in respect of any services and/or products
(including investment funds) of a type offered or provided by any GLG Entity, any
person who or which is a prospective client of any GLG Entity, to whom or which such
services had been or are being marketed on the Employee’s employment termination date
or during the period of six months immediately preceding such employment termination
date, and of which marketing the Employee is aware prior to his employment termination
date, provided that, prior to the Employee’s employment termination date,





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	 	 	 	such prospective client has not affirmatively indicated that he, she, or it does not
wish to become a client of the GLG Entities;
	 
	 	10.4.7	 	in connection with the carrying on of any business that is in competition with the
Business, canvass, solicit, or approach, or cause to be canvassed, solicited, or
approached, any Intermediary for the purpose of securing or seeking to secure from such
Intermediary the opportunity to provide to his, her, or its clients or prospective
clients any services and/or products (including investment funds) that are the same or
substantially similar to those provided by any GLG Entity, or to place the business of
any such client or prospective client with another business that is in competition with
the Business;
	 
	 	10.4.8	 	in connection with the carrying on of any business that is in competition with the
Business, canvass, solicit, or approach, or cause to be canvassed, solicited, or
approached, any Prospective Intermediary for the purpose of securing or seeking to
secure from such Prospective Intermediary the opportunity to provide to his, her, or
its clients or prospective clients any services and/or products (including investment
funds) that are the same or substantially similar to those provided by any GLG Entity,
or to place the business of any such client or prospective client with another business
that is in competition with the Business; or
	 
	 	10.4.9	 	in connection with the carrying on of any business that is in competition with the
Business, solicit or endeavor to solicit for employment or for the provision of
service, or entice away or endeavor to entice away from employment or other service
relationship with the GLG Entities, any Key Individual who, on the Employee’s
employment termination date, is employed or engaged by any GLG Entity, or who was so
employed or engaged at any time during the six months immediately preceding the
Employee’s employment termination date.






	10.5	 	The Employee hereby agrees that he will, at the cost of GLG, enter into a direct agreement or
undertaking with any GLG Entity whereby he will accept restrictions and provisions
corresponding to the restrictions and provisions in this clause 10 in relation to such
activities and such area and for such a period not exceeding the Restriction Period as such
GLG Entity may reasonably require for the protection of its legitimate business interests.






	10.6	 	The covenants contained in this clause 10 are intended to be separate and severable and
enforceable as such, and to be enforceable 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





13









 





	 	 	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 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.






	10.7	 	The Employee acknowledges that the remedy at law for his breach of this clause 10 will be
inadequate, and that the damages flowing from such breach will not be readily susceptible to
being measured in monetary terms. Accordingly, upon a breach or threatened breach of this
clause 10, GLG will be entitled to immediate injunctive relief (or other equitable relief) and
may obtain a temporary order restraining any breach or further breach. No bond or other
security will be required to obtain such relief, and the Employee consents to the issuance of
such equitable relief. Nothing in this clause 10.7 will be deemed to limit GLG’s remedies at
law or in equity that may be pursued or availed of by GLG for any breach or threatened breach
by the Employee of any part of this clause 10.






	10.8	 	The covenants contained in this clause 10 have been agreed by the parties hereto to be
reasonable. The business of the GLG Entities is highly competitive, the terms of this clause
10 are material to the parties’ willingness to enter into this Agreement, and the terms and
conditions of this clause 10 are not more restrictive than is necessary to protect the
legitimate interests of the GLG Entities.






	11.	 	Conditional Nature of Continued Employment






	11.1	 	The Employee’s continued employment with GLG is subject to the following conditions:






	 	(a)	 	compliance with any compliance regulations, codes of conduct, and personal
investment policies applicable to the Employee; and






	 	(b)	 	the Employee’s successful and continued registration with, to the extent
applicable, the Securities Exchange Commission, the Financial Services Authority, and
any other relevant government agency governing the financial services business.





The Employee recognizes that his employment may be terminated with or without notice or payment in
the event that such requirements fail to be satisfied at any time during his employment with GLG.




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	12.	 	Miscellaneous






	12.1	 	This Agreement constitutes the entire agreement and understanding between GLG and the
Employee regarding his employment with GLG and supersedes any other agreements, whether oral
or written, regarding such employment, including, without limitation, as of the effective date
of this Agreement, the employment agreement between GLG and the Employee entered into by them
in November 2007, but specifically excluding the restricted stock agreement dated prior to or
of even date with this Agreement. This Agreement may only be modified or amended by a further
agreement in writing signed by the parties hereto.






	12.2	 	Notwithstanding any other provision in this Agreement, nothing in this Agreement will be
interpreted to amend or supersede any obligation that the Employee may have to any GLG Entity
by virtue of any other agreement entered into by the Employee, including, without limitation,
the Laurel Heights LLP partnership deed, the Sage Summit LP partnership agreement, and the
Lavender Heights Capital LP partnership agreement, in each case as amended, and the
corresponding interest letters under each such document.






	12.3	 	This Agreement is governed by and shall be construed in accordance with the laws of the State
of New York without giving effect to its conflict of laws principles.






	12.4	 	Any action by the parties hereto related to this Agreement may be instituted in any state or
federal court having proper subject matter jurisdiction located within the State of New York,
or in any other court in which jurisdiction is otherwise proper. Accordingly, the Employee
and GLG irrevocably and unconditionally (a) submit to the jurisdiction of any such court and
(b) waive (i) any objection to the laying of venue of any such action brought in such court
and (ii) any claim that any such action brought in any such court has been brought in an
inconvenient forum.






	12.5	 	This Agreement may be executed in several counterparts, each of which shall be deemed to be
an original, and all such counterparts when taken together shall constitute one and the same
original.






	12.6	 	GLG shall be entitled, without notice to the Employee, at any time during his employment with
GLG and upon the termination of such employment, to set off and/or make deductions from the
Employee’s compensation or from any other sums due to the Employee from any GLG Entity in
respect of any overpayment of any kind made to the Employee or in respect of any outstanding
debt or other sum due from the Employee. In addition, all payments made under this Agreement
to the Employee will be subject to applicable tax and other payroll withholdings.






	12.7	 	Except to the extent that applicable law requires that any specific action be taken or
performed by the Compensation Committee of the Board of Directors of GLG, or to





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	 	 	the extent otherwise provided in this Agreement, any action to be taken or performed, or
direction to be provided, by GLG under this Agreement may be taken, performed, or provided
by either of GLG’s Co-Chief Executive Officers (or if there is only one Chief Executive
Officer, then by that individual).






	12.8	 	Any waiver by GLG of any provision, or any breach of any provision, of this Agreement shall
not operate or be construed as a waiver of any subsequent breach of such provision or any
other provision herein.






	12.9	 	Due to the personal nature of the services contemplated under this Agreement, this Agreement
and the Employee’s rights and obligations hereunder may not be assigned by the Employee. GLG
may assign its rights, together with its obligations hereunder, in connection with any sale,
transfer, or other disposition of all or substantially all of its business and/or assets,
provided that any such assignee of GLG agrees to be bound by the provisions of this Agreement.






	12.10	 	To the extent any amount or benefit under this Agreement is nonqualified deferred
compensation that is subject to (and not exempt from) the requirements of Section 409A, then,
with respect to such amount or benefit, this Agreement will be interpreted in a manner to
comply with the requirements of Section 409A.





	 	 	 	 	 	 	 

	GLG Partners, Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	by:

	 	/s/ Noam Gottesman
	 	 	 	Date: 3/17/2010
	 

	 	 	 	 	 	 
	 

	 	Name: Noam Gottesman

Title: Co-Chief Executive Officer	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	by:

	 	Employee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	/s/ Simon White
	 	 	 	Date: 3/17/2010
	 

	 	 	 	 	 	 
	 

	 	Simon White	 	 	 	 







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