Terms Schedule to Employment Agreement - Christopher J. Smith



 Exhibit 10.18 
  

							
		 		 		 	Terms Schedule
		 		 		 	to Employment Agreement of
		 		 		 	Mr. Chris Smith

  

			
	Name	  	Mr. Chris Smith
		
	Position	  	 You will serve as Chief Operating Officer and Deputy Chief Executive Officer of New Man Financial.
  
 Your employment will be based in London, England.

		
	 Reporting, Authority and
 Responsibilities
	  	You will report directly to the Chief Executive Officer of New Man Financial.
		
	Other Activities	  	
		
	Starting Salary	  	£300,000 per year
		
	Bonus	  	Your Bonus will be determined based on the achievement of individual and company performance goals under the terms of the applicable bonus plans or programs established by the Board (or a
committee of the Board).
		
	IPO Stock	  	 $17.5 million, based on the price per share in the IPO.
  
 The IPO Stock will vest in full on the third anniversary of the date of grant.

		
	IPO Options	  	 In respect of shares of having a value of $25 million, based on the price per share in the IPO.
  
 The IPO Options will have an exercise price equal to the price per share in the IPO and will vest
ratably in equal installments on each of the first, second and third anniversaries of the date of grant.

		
	Severance Period	  	Your Severance Multiplier will be 2.
		
	 Additional Employment
 Event
	  	If before an IPO has been closed, Man Group plc effects (or enters into an agreement to effect) a transaction following which Man Group plc would not retain at least a majority interest in both
(A) the ordinary voting power relating to the Man Financial Businesses and (B) the revenues and profits relating to the Man Financial Businesses (a “Pre-IPO Sale”), whether or not you terminate employment, you will be entitled
to a cash payment in an amount equal to the sum of (1) your Accrued Bonus and (2) the value of the IPO Stock that would have otherwise been awarded to you pursuant to Section 5(c)(1) (the “Contingent Payment”).








 Terms Schedule for Mr. Chris Smith 
  

			
		  	 The payment referred to in the preceding paragraph will be paid at the time of a Pre-IPO Sale and is in addition to any benefits you are entitled to
under any other employment agreement and any other severance or similar rights you may have with Man Group plc or any of its affiliates. Upon the consummation of a Pre-IPO Sale, (1) all of the provisions of this Agreement will terminate and there
will be no liability of any kind under this Agreement other than with respect to the Contingent Payment and any payment you may be entitled to pursuant to Section 10 of the Agreement in connection with, or arising out of, the Pre-IPO Sale, (2) you
will no longer be subject to any post-termination restrictions on competition or solicitation (other than any customary confidentiality provisions) and (3) you will become an “at will” employee, such that you, Man Group plc and any other
member of the Group with which you are employed may terminate your employment at any time, for any reason or no reason, without any requirement for notice or payment in lieu of notice, except as otherwise (and to the minimum extent) required by
applicable local law.
  
 It is agreed that (1) this provision is not conditioned on the
IPO closing, (2) notwithstanding Section
 2(c), Man Group plc will continue to be responsible for all payments and benefits provided for in this Additional
Employment Event section until the closing of the IPO and (3) any termination of your employment in contemplation of a Pre-IPO Sale will not affect the operation of this Additional Employment Event section.
  
 All provisions of the Additional Employment Event portion of this Schedule will terminate on the
earlier of (1) the closing of the IPO (except to the limited extent provided in the following sentence) or (2) December 31, 2007 (unless a Pre-IPO Sale is pending at that time, in which case the provisions of the Additional Employment Event
Portion of this Schedule will continue until December 31, 2008). It is further agreed that, notwithstanding Section 2(c), Man Group plc will be responsible for any breach of Section 5(c).

		
	Non-Competition Period	  	1 year after your employment (except as provided in Additional Employment Event)
		
	 Non-Solicitation Period
 for
Clients
	  	1 year after your employment (except as provided in Additional Employment Event)
		
	 Non-Solicitation Period
 for
Employees
	  	1 year after your employment (except as provided in Additional Employment Event)

  

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