exv10w2w2









Exhibit 10.2.2




	 	 	 

	 

	 	[***] 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: Alejandro San Miguel




Re: Amendments to Restricted Stock Award



          Reference is made to your Restricted Stock Award Agreement with GLG Partners, Inc. (“GPI”),
dated as of November 5, 2007, as amended (the “Restricted Stock Agreement”), pursuant to which GPI
granted you an award of 253,631 restricted shares of common stock of GPI 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 your Restricted Stock Agreement as follows:




	 	1.	 	Paragraph 1 (Definitions) of the 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 the 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.	 	Paragraph 2 of the 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:




     Group A Restricted Stock




	 	•	 	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.






     Group B Restricted Stock




	 	•	 	25% on the Second Vesting Date subject to
satisfaction of the performance criteria applicable to the Second
Vesting Date set forth in Schedule A; and
	 
	 	•	 	75% on the Final Vesting Date subject to satisfaction
of the performance criteria applicable to the Final Vesting Date
set forth in Schedule A.






     Group C Restricted Stock




	 	•	 	100% on Final Vesting Date subject to satisfaction of
the performance criteria applicable to the Final Vesting Date set
forth in Schedule A.






     (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 death; (ii) prior to a
Termination of Service, your Disability; (iii) Noam



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Gottesman no longer serving as
Co-Chief Executive Officer or Chief Executive Officer of the Company, unless Noam
Gottesman is no longer so serving due to his death or disability; or (iv) the
occurrence of a Change of Control (as defined in the Employment Agreement) and at any time thereafter the occurrence of
Termination of Service either (i) because the Company or any Subsidiary has
terminated your employment with the Company without Cause or (ii) by you for Good
Reason. The accelerated earning of the Restricted Stock set forth in clause (c) of
this paragraph is subject to the limitations and conditions set forth in Sections
8.7 and 8.9 of the Employment Agreement.




     (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”).”




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






	 	 	 	“7. Forfeiture of Unearned Restricted Stock and Stock Dividends




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




	 	5.	 	The Restricted Stock Agreement is hereby amended by inserting Exhibit
A attached hereto as “Schedule A” at the end thereof.




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          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/  Alejandro San Miguel	 
	 	Name:  Alejandro San Miguel
	 
	 	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 October 31, 2008 is not less than [***]% of the AUM as of October 31, 2007.




 





Performance Criteria Applicable to the Second Vesting Date:




AUM as of October 31, 2009 is not less than [***]% of the AUM as of October 31, 2008.




 





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 November 15th immediately following
the applicable AUM measurement date.