EX-10.9.1



 





Exhibit 10.9.1




EMPLOYMENT AGREEMENT



This Employment Agreement between GLG Partners, Inc. (“GLG”) and Noam Gottesman (the “Employee”) is
made on this 2nd day of November 2007 (this “Agreement”).



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





	1.	 	Commencement of Employment; Term.
	 
	1.1	 	The Employee’s employment under this Agreement will commence immediately following the
closing of the acquisition of the GLG business by Freedom Acquisition Holdings, Inc. (the
“Transaction”).
	 
	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 twelve weeks 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
Chairman and Co-Chief Executive Officer. The Employee’s duties shall include, but not be
limited to, those typical of a chairman and chief executive officer of a financial services
company, and such other duties as may be required by GLG’s board of directors (the “Board”)
from time to time consistent therewith, or where not, by agreement between the parties hereto.
	 
	2.2	 	The Employee shall:






	 	(a)	 	at all times and in all respects conform to and comply with the lawful and
reasonable directions of the Board, 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
the Board, 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, GLG Partners LP
and GLG Partners Services LP, by each of which the Employee continues to be employed
under separate employment agreements);
	 
	 	(c)	 	work at such place of business of GLG or any other GLG Entity as the Board 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 the Board, 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.






	3.	 	Salary.
	 
	3.1	 	During the Term, GLG will pay the Employee a salary at a rate not less than the gross amount
of $400,000 per annum, from which tax and other withholdings will be deducted. This amount
will be paid to the Employee in equal monthly installments. The Board or its designee may,
but is not required to, increase the Employee’s salary from time to time, provided that no
such increase will occur before January 1, 2009.
	 
	4.	 	Discretionary Bonus; 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,
provided that no such bonus will be payable for 2007. Bonuses are based on numerous factors,
including the performance of the GLG Entities and the Employee’s individual contribution, and
are not guaranteed. In 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, in the
form of an equity award under GLG’s equity incentive plan as in effect from time to time, or
both, as determined by the Board or its designee in its sole discretion. Any bonus under this
clause 4.1 may be conditioned upon the achievement of performance goals.




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	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 other equity incentive awards as the Board or its
designee may determine in its sole discretion from time to time; provided that no awards will
be granted to the Employee for 2007. 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. Notwithstanding
anything to the contrary herein, upon a termination of the Employee’s employment by GLG other
than “for cause” (as defined in clause 6.3), all equity incentive awards will become payable
immediately, except that with respect to stock options and stock appreciation rights, all such
awards will become vested and exercisable immediately, and with respect to restricted stock,
all applicable restrictions on such stock will lapse immediately. For this purpose, GLG’s
delivery to the Employee of a Notice of Non-Extension under clause 1.2 will be considered a
termination other than for cause. 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
reflecting the terms of this clause 4.2.
	 
	5.	 	Expenses; Benefits.
	 
	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.
	 
	5.2	 	During the Term, and provided that the Employee satisfies, and continues to satisfy, any
individual plan eligibility requirements, the Employee shall be entitled to participate in,
and receive benefits under, any employee benefit plan made available by GLG to its senior
executive employees. Any such plan may be amended, modified, or terminated by GLG from time
to time with or without notice to the Employee. Notwithstanding the foregoing, the Employee
will not be entitled to any employee benefits that are duplicative of the benefits that he
receives as a result of his employment with GLG Partners LP and GLG Partners Services LP.
	 
	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 the Board, or by the Board giving to the Employee not less than twelve
weeks of notice of termination in writing, unless the Employee is terminated for cause under
clause 6.3, in which case no advance notice from the Board is required. The Employee’s
employment will automatically be terminated upon his death.




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	6.2	 	The Board is not under any obligation to provide the Employee with any work, and the Board
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 by the Employee or (b) any alleged action or inaction that may constitute
cause under clause 6.3; or
	 
	 	6.2.2	 	for any period not exceeding the applicable notice period after either party
has given notice of termination of employment;






	 	 	provided that throughout such period the Employee’s salary under clause 3.1 and benefits
under clause 5.2 shall continue to be paid or provided by GLG in accordance with such
clauses. 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 by the Board “for cause” only if (i)
such termination shall have been the result of (A) an act or acts of dishonesty on the part of
the Employee constituting a felony and intended to result directly or indirectly in
substantial gain or personal enrichment to the Employee at the expense of GLG, or (B) the
Employee’s willful and continued failure substantially to perform his duties as Chairman and
Co-Chief Executive Officer of GLG (other than any such failure resulting from his incapacity
due to physical or mental illness), after a demand for substantial performance is delivered to
him by the Board, which demand specifically identifies the manner in which the Board believes
that the Employee has not substantially performed his duties and he is given a reasonable time
after such demand substantially to perform his duties, and (ii) there shall have been
delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not
less than three-quarters of the entire membership of the Board at a meeting of the Board
called and held for the purpose (after reasonable notice to the Employee and an opportunity
for the Employee, together with his counsel, to be heard before the Board), finding that in
the good faith opinion of the Board the Employee was guilty of conduct set forth above in
clause (i)(A) or (i)(B) of this sentence and specifying the particulars thereof in detail.
The Employee’s employment shall in no event be considered to have been terminated by the Board
for cause if the act or failure to act upon which such termination is based (i) was done or
omitted to be done (A) as a result of bad judgment or negligence on the part of the Employee,
or (B) without intent of gaining therefrom directly or indirectly a profit to which the
Employee was not




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	 	 	legally entitled, or (C) as a result of the Employee’s good faith belief that such act or
failure to act was not opposed to the interests of GLG, or (ii) is an act or failure to act
in respect of which the Employee meets the applicable standard of conduct prescribed for
indemnification or reimbursement or payment of expenses under the by-laws of GLG, the laws
of the state of its incorporation, the directors’ and officers’ liability insurance of GLG,
or any indemnification agreement between the Employee and GLG, in each case as in effect at
the time of such act or failure to act.






	6.4	 	The Board may, in its absolute discretion, elect to terminate the employment of the Employee
at any time with immediate effect by paying the Employee twelve weeks of his salary under
clause 3.1 in lieu of notice of termination, payable in a lump sum within thirty days of the
employment termination date, less such deductions as GLG may be required to make by law.
	 
	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) following 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,” 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	 	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.
	 
	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




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	 	 	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 other GLG
Entities, the Employee has had and will continue to have access to Confidential Information.
The Employee agrees, both during the Term and following its termination, that he will hold the
Confidential Information in the strictest confidence, and that he will not use or attempt to
use, or disclose or attempt to disclose, other than in the proper performance of the
Employee’s duties, the Confidential Information except for the benefit of the GLG Entities.
	 
	7.3	 	The Employee shall use best endeavors to prevent the unauthorized publication or misuse of
any Confidential Information.
	 
	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 the Board or
GLG’s General Counsel 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 Term, or at any time during its continuance upon request by the Board, 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 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




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	 	 	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 any other 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 the Board.
	 
	8.3	 	If, at any time in the course of the Employee’s employment 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 used in the business of any GLG Entity, then the Employee
shall immediately disclose full details of such Intellectual Property to the Board or GLG’s
General Counsel 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 the Board in writing, prior to his execution of
this Agreement, all Intellectual Property that was made or discovered by the Employee prior to
execution of this Agreement, 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 any other 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,




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	 	 	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
the Board. 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 the Board, such permission to be at
the sole discretion of the Board.
	 
	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.




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	 	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.
	 
	 	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




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	 	 	 	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 GLG
Entities, he has had and will continue to have (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 the Board 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 the Board 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




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	 	 	 	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 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




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	 	 	 	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, 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 (other than Leslie J. Schreyer)
who, on the Employee’s employment termination date, is employed or engaged by any GLG
Entity, or who was so employed or




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	 	 	 	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 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.
	 
	10.9	 	In connection with the Transaction, the Employee has entered or will enter into separate
restrictive covenants apart from the covenants contained in this clause 10.




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	 	 	Those separate covenants are given in connection with the sale of the GLG business, whereas
the covenants in this clause 10 are given in connection with the Employee’s employment with
GLG. Each set of covenants will be separately enforceable, and no provision in either set of
covenants will be deemed to supersede or invalidate any provision in the other set of
covenants. Each set of covenants will be enforceable pursuant to its own terms.
	 
	11.	 	Miscellaneous.
	 
	11.1	 	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. This Agreement may only be modified or amended by a
further agreement in writing signed by the parties hereto. Notwithstanding the foregoing, no
agreement entered into in connection with the Transaction, including the restrictive covenants
referenced in clause 10.9, will be superseded by this Agreement, provided that all provisions
in this Agreement and any other Transaction-related agreement will be given effect to the
extent those provisions are not inconsistent.
	 
	11.2	 	The parties hereto acknowledge that the Employee is a party to separate employment agreements
with GLG Partners LP and GLG Partners Services LP. In the event of a conflict between this
Agreement and those separate employment agreements, the terms of this Agreement will control.
	 
	11.3	 	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.
	 
	11.4	 	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.
	 
	11.5	 	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.
	 
	11.6	 	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




14









 






	 	 	Employee. In addition, all payments made under this Agreement to the Employee will be
subject to applicable tax and other payroll withholdings.
	 
	11.7	 	Except to the extent that applicable law requires that any specific action be taken or
performed by the Compensation Committee of the Board, or to 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 the Board.
	 
	11.8	 	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.
	 
	11.9	 	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.





	 	 	 	 	 	 	 	 	 	 	 
	GLG Partners, Inc.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	by:	 	/s/  Alejandro San Miguel	 	 	 	Date: November 2, 2007	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Alejandro San Miguel	 	 	 	 	 	 
	 

	 	Title:
	 	General Counsel and
Corporate Secretary	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Employee	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/  Noam Gottesman	 	 	 	Date: November 2, 2007	 	 
	 	 	 	 	 	 	 
	Noam Gottesman	 	 	 	 	 	 







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