exv10w2w1






Exhibit 10.2.1



	 	 	 

	 

	 	[***] TEXT OMITTED AND FILED SEPARATELY WITH
	 

	 	THE SECURITIES AND EXCHANGE COMMISSION
	 

	 	PURSUANT TO A REQUEST FOR CONFIDENTIAL
	 

	 	TREATMENT






GLG PARTNERS, INC.




	 	 	 

	 

	 	March 17, 2010






To: Jeffrey M. Rojek




Re: Amendments to Restricted Stock Award



          Reference is made to your Restricted Stock Award Agreements with GLG Partners, Inc. (“GPI”),
dated as of March 18, 2008 (the “2008 Restricted Stock Agreement”) and March 18, 2009 (the “2009
Restricted Stock Agreement”, and, together with the 2008 Restricted Stock Agreement, the
“Restricted Stock Agreements”) pursuant to which GPI granted you awards of 38,670 and 177,269
restricted shares of common stock of GPI, respectively, under Sub-Plan A of GPI’s 2007 Long-Term
Incentive Plan (the “2007 LTIP”), subject to certain limitations, and vesting and forfeiture
provisions.


          You and GPI hereby agree to amend each of your Restricted Stock Agreements as follows:




	 	1.	 	Paragraph 1 (Definitions) of each Restricted Stock Agreement is hereby
amended by inserting in alphabetical order new definitions to read as follows:






     “‘Breach
of Covenants’ means the failure to observe any or all of the
Continuing Obligations.”




     “‘Continuing
Obligations;’ means your continuing obligations to the Company or
a Subsidiary under the Employment Agreement or any other applicable employment,
separation, withdrawal or other agreement with the Company or a Subsidiary.”




     “‘Employment
Agreement’ means that certain Amended and Restated Employment
Agreement between you and the Company dated as of March 17, 2010, as amended from
time to time.”




	 	2.	 	Section (iv) of the definition of “Cause” in Paragraph 1(b) of each
Restricted Stock Agreement is hereby amended to replace the reference to “the
Financial Services Authority’s Principles for Business” with “the Financial Services
Authority’s Principles for Approved Persons”.




 









 












	 	3.	 	The first paragraph of Paragraph 2 of the 2008 Restricted Stock Agreement is
hereby amended and restated in its entirety as follows:






	 	 	 	“2. Earning of Restricted Stock






     (a) You shall be deemed to have earned the Restricted Stock subject to this
Restricted Stock Agreement as follows; provided, that unearned Restricted Stock may
be forfeited in accordance with paragraph 7:




	 	•	 	25% on the first anniversary of the Grant Date (the “First
Vesting Date”), subject to satisfaction of the performance criteria
applicable to the First Vesting Date set forth in Schedule A;
	 
	 	•	 	25% on the second anniversary of the Grant Date (the
“Second Vesting Date”), subject to satisfaction of the performance
criteria applicable to the Second Vesting Date set forth in Schedule A;
and
	 
	 	•	 	50% on November 2, 2010 (the “Final Vesting Date”),
subject to satisfaction of the performance criteria applicable to the
Final Vesting Date set forth in Schedule A.”






	 	4.	 	The first paragraph of Paragraph 2 of the 2009 Restricted Stock Agreement is
hereby amended and restated in its entirety as follows:






	 	 	 	“2. Earning of Restricted Stock






     (a) You shall be deemed to have earned the Restricted Stock subject to this
Restricted Stock Agreement as follows; provided, that unearned Restricted Stock may
be forfeited in accordance with paragraph 7:




	 	•	 	25% on the first anniversary of the Grant Date (the “First
Vesting Date”), subject to satisfaction of the performance criteria
applicable to the First Vesting Date set forth in Schedule A; and
	 
	 	•	 	75% on November 2, 2010 (the “Final Vesting Date”),
subject to satisfaction of the performance criteria applicable to the
Final Vesting Date set forth in Schedule A.”






	 	5.	 	The second and third paragraphs of Paragraph 2 of each Restricted Stock
Agreement is hereby amended and restated in their entirety as follows






     “(b) Notwithstanding any other provision of this Restricted Stock Agreement
(including paragraph 7), if one of the following events occurs earlier than the
Final Vesting Date, and prior to forfeiture under paragraph 7, then you shall be
deemed to have earned 100% of the Restricted Stock subject to this Restricted Stock
Agreement on the date of occurrence of such event: (i) your



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death; (ii) prior to a
Termination of Service, your Disability; or (iii) 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 Company or any Subsidiary has terminated your
employment with the Company or a Subsidiary, or the applicable LLP or LLPs has or
have terminated your status as a Limited Partner, if applicable, without Cause.




     (c) If a Termination of Service occurs earlier than the Final Vesting Date as
a result of (a) the Company or a Subsidiary terminating your employment other than
for Cause or (b) your voluntary resignation and you satisfy the requirements of the
Rule of 10 (as defined below), then you shall earn the Restricted Stock subject to
this Restricted Stock Agreement pursuant to the schedule in paragraph 2(a), unless
such shares have been previously forfeited in accordance with paragraph 7;
provided, that in the event the Company determines in good faith that the Company
or a Subsidiary is subject to withholding obligations for income and/or payroll
taxes with respect to the Restricted Stock upon the expiration of one or more
Continuing Obligations or other taxable event, the Company shall accelerate the
vesting of a portion of your Restricted Stock to the effective date of such
expiration or other taxable event (the “Advanced Vesting Date”), such that you
shall be deemed to have then earned a number of shares of unearned Restricted Stock
subject to this Restricted Stock Agreement (rounded up to the nearest whole share)
with a Fair Market Value on the Advanced Vesting Date equal to the minimum amount
of the Company’s or a Subsidiary’s withholding obligation with respect to the
unearned Restricted Stock or such higher amount as the Company may determine in its
sole discretion for jurisdictions in which at the time of your termination or other
taxable event you were otherwise subject to taxes on your compensation as the
Company in its sole discretion deems appropriate (the “Advanced Vesting Shares”);
provided, further, that the remaining unearned shares of Restricted Stock shall be
earned (after deducting any Advanced Vesting Shares ratably from the Restricted
Stock to be earned) on each subsequent Vesting Date pursuant to the schedule in
paragraph 2(a).




          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”).”




	 	6.	 	Paragraph 7 of each Restricted Stock Agreement is hereby amended and restated
in its entirety as follows:






	 	 	 	“7. Forfeiture of Unearned Restricted Stock and Stock Dividends






     Notwithstanding any other provision of this Restricted Stock Agreement (other
than paragraph 2(b)), all your rights to receive the Restricted Stock,



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together with any Stock Dividends relating to the unearned Restricted 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, unless determined otherwise by the Compensation
Committee of the Board of Directors or the Special Grant Committee designated by
the Board of Directors, (a) following a Termination of Service as a result of your
voluntary resignation, unless your whole number of years of service to the Company
or a Subsidiary at the time of your Termination of Service resulting from your
voluntary resignation, as determined by the Company in its sole discretion, equals
or exceeds 10 years (the “Rule of 10”), (b) if following a Termination of Service
as a result of your voluntary resignation and your satisfaction of the requirements
of the Rule of 10 at the time of your resignation, a Breach of Covenants has
occurred, or (c) in the event of a Termination of Service resulting from the
Company or any Subsidiary terminating your employment, or the applicable LLP or
LLPs terminating your status as a Limited Partner, if applicable, with Cause. Upon
any such forfeiture, the Restricted Stock, together with any Stock Dividends
relating to the unearned Restricted Stock, shall be transferred to the Company.”




	 	7.	 	The 2008 Restricted Stock Agreement is hereby amended by inserting
Exhibit A attached hereto as “Schedule A” at the end thereof.
	 
	 	8.	 	The 2009 Restricted Stock Agreement is hereby amended by inserting
Exhibit B attached hereto as “Schedule A” at the end thereof.




          This letter will be governed by the laws of the State of New York without giving effect to its
conflict of laws principles. This letter may be executed in counterparts, with each such
counterpart, when taken together, constituting one and the same original.



	 	 	 	 	 
	 	Sincerely,





GLG PARTNERS, INC.

 	 
	 	By:  	/s/ Noam Gottesman
 	 
	 	 	Name:  	Noam Gottesman 	 
	 	 	Title:  	Chairman and Co-Chief Executive Officer

	 
	 
	 	ACKNOWLEDGED AND AGREED TO: 	 



	 	 	 	 	 
	 	/s/  Jeffrey M. Rojek
 	 
	 	Name:  	Jeffrey M. Rojek 	 
	 	Date: March 17, 2010  	 



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     Exhibit A



Schedule A




PERFORMANCE GOALS FOR RESTRICTED STOCK AWARD




Performance Criteria Applicable to the First Vesting Date:




AUM as of February 28, 2009 is not less than [***]% of the AUM as of February 29, 2008.




 





Performance Criteria Applicable to the Second Vesting Date:




AUM as of February 28, 2010 is not less than [***]% of the AUM as of February 28, 2009.




 





Performance Criteria Applicable to the Final Vesting Date:




AUM as of October 31, 2010 is not less than [***]% of the AUM as of October 31, 2009.




 





Operating Rules




“AUM” means net assets under management of GLG Partners, Inc. and its subsidiaries (“GLG”)
determined in the same manner and using the same methodology as net assets under management are
report by GLG to the public in its periodic reports filed with the Securities and Exchange
Commission (“SEC”) as of the Grant Date, regardless of any subsequent modification to the manner or
methodology of determining net assets under management. For each vesting date, the Compensation
Committee of the Board of Directors shall determine whether or not the performance goal applicable
to that vesting date has been satisfied solely on the basis of the AUM measure set forth herein,
which determination will be made no later than the March 15th (or November
15th with respect to the Final Vesting Date) immediately following the applicable AUM
measurement date.




 









 





Exhibit B




Schedule A




PERFORMANCE GOALS FOR RESTRICTED STOCK AWARD




Performance Criteria Applicable to the First Vesting Date:




AUM as of February 28, 2010 is not less than [***]% of the AUM as of February 28, 2009.




 





Performance Criteria Applicable to the Final Vesting Date:




AUM as of October 31, 2010 is not less than [***]% of the AUM as of October 31, 2009.




 





Operating Rules




“AUM” means net assets under management of GLG Partners, Inc. and its subsidiaries (“GLG”)
determined in the same manner and using the same methodology as net assets under management are
report by GLG to the public in its periodic reports filed with the Securities and Exchange
Commission (“SEC”) as of the Grant Date, regardless of any subsequent modification to the manner or
methodology of determining net assets under management. For each vesting date, the Compensation
Committee of the Board of Directors shall determine whether or not the performance goal applicable
to that vesting date has been satisfied solely on the basis of the AUM measure set forth herein,
which determination will be made no later than the March 15th (or November
15th with respect to the Final Vesting Date) immediately following the applicable AUM
measurement date.