Terms Schedule to Employment Agreement - Thomas M. Harte



 Exhibit 10.21 
  

			
		  	 Terms Schedule
 to Employment Agreement
of
 Mr. Thomas M. Harte


  

			
	Name	  	 Thomas M. Harte

		
	Position	  	 You will serve as Chief Executive Officer of New York Operations of New Man Financial.
  
 Your employment will be based in New York, New York.

		
	Reporting, Authority and Responsibilities	  	You will report directly to the Chief Executive Officer of New Man Financial.
		
	Starting Salary	  	$289,059 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	  	 $7.5 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 $8 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. Thomas M. Harte 
  

			
		  	 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, (2) the terms of your employment will be governed by your existing employment agreement with Man Group USA Inc, dated as of February 3,
2004 (your “Existing Agreement”), and (3) you will become an “at will” employee, such that you, Man Group plc and any subsidiary or affiliate 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 or your Existing Agreement.
  
 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.
  
 Notwithstanding any provision to the contrary, Section 9(b) will not prohibit you from providing services as an officer, employee or consultant to a Competitive
Enterprise unless you are providing services directly or primarily for futures commission merchant or broker-dealer businesses of the Competitive Enterprise.

		
	Non-Solicitation Period for Clients	  	1 year after your employment.

  

 -2- 








 Terms Schedule for Mr. Thomas M. Harte 
  

			
	Non-Solicitation Period for Employees	  	1 year after your employment.
		
	Additional Provisions	  	 The parties intend (and will work in good faith) to amend the Agreement to comply with the provisions of Section 409A of the Code by December 31,
2007.
  
 For the avoidance of doubt, nothing in this agreement shall limit any
indemnification obligations of Man Group or vested benefits owed by Man Group.


  

 -3-