EX-10.10.3



 





Exhibit 10.10.3




Amended and Restated Employment Agreement



This Amended and Restated Employment Agreement between GLG Partners Services LP (the “Company”) and
Emmanuel Roman (the “Employee”) is made effective as of November 2, 2007 (hereinafter, this
“Agreement”).



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





	1.	 	EMPLOYMENT UNDER THIS AGREEMENT; TERM.
	 
	1.1	 	The Employee’s employment with the Company 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.	 	JOB DUTIES.
	 
	2.1	 	The Employee’s departmental position, duties and responsibilities are flexible and may be
varied by the Company from time to time and include:






	 	•	 	Marketing of investment funds (the “Funds”) and individual managed accounts in respect
of which the Company provides advisory services;
	 
	 	•	 	Provision of client relation services in relation to the Funds and individual managed
accounts;
	 
	 	•	 	Promotion and solicitation of clients for the purpose of investing in the Funds;
	 
	 	•	 	Consultation with the boards of the Funds regarding marketing and investor relations
matters; and
	 
	 	•	 	Making presentations to new and existing clients.




 









 








	3.	 	PLACE OF PERFORMANCE.
	 
	3.1	 	The Employee will not be based in a specific location. However, the Employee may be required
from time to time to travel on business throughout the European Union (excluding the United
Kingdom), the Cayman Islands, the United States of America and elsewhere for the proper
performance of the Employee’s duties. For the avoidance of doubt, if the Employee’s services
are made available to an associated entity, the Employee will be under the control of that
associated entity in respect of carrying out the duties assigned to the Employee during that
period, including, without limitation, his duties with each of GLG Partners, Inc. and GLG
Partners LP.
	 
	4.	 	COMPENSATION.
	 
	4.1	 	During the Term, the Company will pay the Employee a gross amount at least equal to $200,000
per annum. This amount will be paid in equal monthly installments. The Company may, but is
not required to, increase the Employee’s compensation under this Section 4.1 from time to
time, provided that no such increase will occur before January 1, 2009.
	 
	5.	 	DISCRETIONARY BONUS; EQUITY AWARDS.
	 
	5.1	 	The Employee will, during the Term, be eligible for a discretionary bonus, payable, if at
all, by the Company on an annual basis, provided that no such bonus will be payable for 2007.
Bonuses are based on numerous factors, including the performance of the Company and its
associated entities (each, a “GLG Entity”) 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
the Company 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.
	 
	5.2	 	The Employee will be eligible to participate in GLG Partners, Inc.’s long-term incentive plan
(or any successor plan thereto) and may receive such other equity incentive awards as the
board of directors of GLG Partners, Inc., 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 the Company other than “for cause” (as defined in
clause 10.3), 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, the Company’s delivery to the Employee of a Notice of Non-Extension under Section 1.2 will be considered a
termination other than for cause. The terms and conditions of each equity




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	 	 	incentive award will be set forth in a definitive award agreement to be entered into by the parties hereto
reflecting the terms of this Section 5.2.
	 
	6.	 	EXPENSES AND DEDUCTIONS.
	 
	6.1	 	The Company will reimburse the Employee for all reasonable travel, entertainment, and other
similar out-of-pocket expenses wholly, exclusively, and necessarily incurred by the Employee
in the performance of the Employee’s duties, provided that any expense claims are supported by
the relevant documentation and are made in accordance with the Company’s expense policy from
time to time in force.
	 
	6.2	 	The Company may make any lawful deductions from any amounts payable to the Employee under
this Agreement as provided in section 29 of the Labour Law. In signing this Agreement, the
Employee expressly authorizes the deduction from his remuneration of any overpayment made to
the Employee by the Company in error.
	 
	7.	 	NORMAL HOURS OF WORK.
	 
	7.1	 	The Employee’s working hours will be agreed with the Company and subject to alteration
dependant on business needs and with a suitable period of advance notice. The Employee is
expected to work the hours necessary to fulfill the duties and responsibilities of the
Employee’s role.
	 
	8.	 	NOTICE PERIOD.
	 
	8.1	 	The period of notice will be twelve weeks, whether notice of termination of employment is
given by the Company to the Employee, or by the Employee to the Company, provided that no
notice is required if the Company terminates the Employee “for cause” in accordance with
Section 11.1. The Employee’s employment with the Company will automatically terminate upon
his death.
	 
	8.2	 	When resigning from the Company, the Employee is required to give written notice to the Board
of Directors of the General Partner of the Company.
	 
	8.3	 	Whilst the Employee is serving out any period of notice, the Company reserves the right to
give the Employee no duties and/or to exclude the Employee from the Company’s premises for all
or part of that period. The Employee will be paid as normal under Section 4.1 during any time
that he has no duties and/or is excluded from the firm’s premises. However, the Company
reserves the right to set some or all of any accrued holiday entitlement against the period of
notice, in which case the accrued entitlement would not be paid on the termination date.
	 
	8.4	 	The Company reserves the right in its discretion to pay the Employee basic salary under
Section 4 in lieu of notice of termination. Such payment will be equal to
twelve weeks of salary and will be payable to the Employee within thirty days of the
employment termination date.




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	8.5	 	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 Section 8, 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 Partners,
Inc., 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 Section 8.5 will not be applicable after the Employee’s death.
	 
	9.	 	CONFIDENTIALITY.
	 
	9.1	 	The Employee will not, at any time either during or after the termination of the Employee’s
employment, disclose to any person or use for his own purposes any confidential information
acquired during the course of the Employee’s employment with the Company concerning the
business or affairs of any GLG Entity other than in the proper performance of his duties or as
ordered by a competent court. This Section 9.1 shall not apply to any confidential
information that shall enter the public domain unless it does so through the Employee’s
default or a breach of another confidentiality obligation of which the Employee is aware.
	 
	9.2	 	The Employee may be required, and hereby agrees, to execute any additional confidentiality
agreements between the Company and the Employee, in such form as will be provided by the
Company.
	 
	10.	 	COMPANY PROPERTY.
	 
	10.1	 	The Employee will disclose promptly to the Company full details of all Intellectual Property
that the Employee discovers or makes, or assists in discovering or making, during the
Employee’s employment with the Company, and agrees and acknowledges that such Intellectual
Property shall be the property of the Company, and the Employee shall do all things during and
after the termination of the Employee’s employment that may be necessary or desirable for
obtaining appropriate forms of protection of such property and for fully vesting such property
in the Company or its nominee.
	 
	10.2	 	For the purposes of this Section 10, “Intellectual Property” shall mean letters patent,
trademarks, service marks, designs, copyrights, utility models, design rights, applications
for registration of any of the foregoing and the right to apply for them in any part of the
world, inventions, drawings, computer programs, know-how, and rights of like nature arising or subsisting any where in the world in
relation to all of the foregoing, whether registered or unregistered.




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	11.	 	TERMINATION.
	 
	11.1	 	The Company may terminate the Employee’s employment “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 the Company, or (B) the Employee’s
willful and continued failure substantially to perform his duties for the Company (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 of directors of the
Company’s general partner (the “GP Board”), which demand specifically identifies the manner in
which the GP 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 GP Board at a
meeting of the GP 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 GP Board), finding that in the good faith opinion of the GP 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 Company 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 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 the Company, 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 partnership agreement of the Company, the laws of the jurisdiction under
which it is formed, the directors’ and officers’ liability insurance of the Company, or any
indemnification agreement between the Employee and the Company or GLG Partners, Inc., in each
case as in effect at the time of such act or failure to act.
	 
	11.2	 	The Company may suspend the Employee or place him on a leave of absence without duties for
any period in connection with an investigation into any alleged action or inaction that may
constitute cause under Section 11.1, provided that during such period the Employee will
continue to be paid basic salary under Section 4.
	 
	11.3	 	The Company may require the Employee to refrain from contacting any colleague or clients and
from accessing electronic data in the Company’s offices via home computers, modems, or otherwise for any period not exceeding the applicable notice period
or during any period in which the Employee is on suspension or leave of absence under
Section 11.2.




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	11.4	 	Upon the termination of the Employee’s employment (for whatever reason and howsoever
arising), the Employee shall immediately:






	 	(a)	 	deliver up to the Company all property, documents (including without
limitation notes, memoranda, correspondence, and any other material upon which data or
information is recorded or stored) and confidential or business information of any GLG
Entity or any of their clients (and the Employee shall not retain any copies of any
such documents or information) that is under his control or in his possession; and
	 
	 	(b)	 	repay all outstanding debts or loans due to any GLG Entity and the Company is
hereby authorized to deduct from any compensation of the Employee a sum in repayment
of all or any part of any such debt or loans.






	11.5	 	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.
	 
	12.	 	COMPLIANCE WITH COMPANY DIRECTIVES.
	 
	12.1	 	The Employee is required to conduct himself in an appropriate manner at all times and to
comply fully with the Company’s Code of Conduct, Conflict of Interest Policy, Personal
Investment Policy, and Health and Safety Policy, as in effect from time to time.
	 
	13.	 	COLLECTIVE AGREEMENTS.
	 
	13.1	 	There are no collective agreements relevant to the Employee’s employment.
	 
	14.	 	DISCIPLINARY AND GRIEVANCE PROCEDURES.
	 
	14.1	 	There is no formal disciplinary procedure applicable to the Employee. The Employee will be
expected to maintain the highest standards of conduct and performance in relation to his
duties hereunder. If the Employee is not satisfied with any disciplinary decision, the
Employee may apply for review of the disciplinary decision in writing within seven days of
that decision to the Board of Directors of the General Partner of the Company, whose decision
shall be final.
	 
	15.	 	EMPLOYEE’S UNDERTAKINGS.
	 
	15.1	 	For the purpose of this Section 15, the following expressions shall have the following
respective meanings:






	 	15.1.1	 	“Business” means the management, investment management, and investment advisory
businesses, and the business of structuring, establishing, marketing, distributing, and
managing investment funds, as




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	 	 	 	carried on by any GLG Entity on the Employee’s employment termination date.
	 
	 	15.1.2	 	“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.
	 
	 	15.1.3	 	“Key Individual” means any person who, at the Employee’s employment termination date,
is employed or engaged (including, without limitation, as a partner or member) by any
GLG Entity (a) with whom the Employee has had material contact during the course of his
employment with the Company, 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.
	 
	 	15.1.4	 	“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.




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	 	15.1.5	 	“Restricted Area” means any other country in which the Employee has undertaken his
duties for the GLG Entities, in any capacity, to a material extent at any time during
the period of twelve months immediately preceding the Employee’s employment termination
date.
	 
	 	15.1.6	 	“Restriction Period” means the period of the Employee’s employment with the Company,
plus (a) the period of twelve months for purposes of Sections 15.3, 15.4.1, 15.4.3,
15.4.6, and 15.4.8, (b) the period of six months for purposes of Sections 15.4.2 and
15.4.4, and (c) the period of eighteen months for purposes of Sections 15.4.5, 15.4.7,
and 15.4.9, with the time periods in clauses (a), (b), and (c) calculated from the
Employee’s employment termination date.






	15.2	 	The Employee acknowledges that, during the course of his employment with the Company 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
Section 15 in order to provide the GLG Entities with reasonable protection for those
interests.
	 
	15.3	 	The Employee hereby covenants with the Company that he will not, for the Restriction Period,
without the prior written consent of the Company 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.
	 
	15.4	 	The Employee hereby covenants with the Company that he will not, for the Restriction Period,
without the prior written consent of the Company in its sole and absolute discretion, either
alone or jointly with or on behalf of any person, directly or indirectly:






	 	15.4.1	 	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 the Company or any other GLG Entity, other than clients that were clients of
the Employee prior to the time he first provided services to any of the GLG
Entities;




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	 	15.4.2	 	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;
	 
	 	15.4.3	 	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;
	 
	 	15.4.4	 	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;
	 
	 	15.4.5	 	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 the Company or any other GLG Entity, other than clients that were clients of the Employee prior to the time he first provided
services to any of the GLG Entities;




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	 	15.4.6	 	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;
	 
	 	15.4.7	 	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;
	 
	 	15.4.8	 	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
	 
	 	15.4.9	 	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 who, on the Employee’s
employment termination date, is employed or engaged by any GLG Entity, or who was so
employed or engaged at any time during the six months immediately preceding the
Employee’s employment termination date.






	15.5	 	The Employee hereby agrees that he will, at the cost of the Company, 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 Section 15 in relation to
such activities and such area and for such a period not




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	 	 	exceeding the Restriction Period as such GLG Entity may reasonably require for the protection of its legitimate business
interests.
	 
	15.6	 	The covenants contained in this Section 15 are intended to be separate and severable and
enforceable as such.
	 
	15.7	 	The covenants contained in this Section 15 have been agreed by the parties hereto to be
reasonable. The business of the GLG Entities is highly competitive, the terms of this Section
15 are material to the parties’ willingness to enter into this Agreement, and the terms and
conditions of this Section 15 are not more restrictive than is necessary to protect the
legitimate interests of the GLG Entities.
	 
	15.8	 	In connection with the Transaction, the Employee has entered or will enter into separate
restrictive covenants apart from the covenants contained in this Section 15. Those separate
covenants are given in connection with the sale of the GLG business, whereas the covenants in
this Section 15 are given in connection with the Employee’s employment with the Company. 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.
	 
	16.	 	GENERAL.
	 
	16.1	 	The Company acknowledges that the Employee is concurrently employed by two other GLG Entities
under separate employment agreements. In the event of any conflict between the terms of this
Agreement and such separate employment agreements, those of such separate employment
agreements shall prevail.
	 
	16.2	 	This Agreement constitutes the entire agreement and understanding between the Company and the
Employee regarding his employment with the Company, and supersedes any other agreements,
whether oral or written, including, without limitation, the prior employment agreement entered
into between the Employee and the Company made effective as of September 13, 2005.
Notwithstanding the foregoing, this Agreement does not supersede or amend any confidentiality
agreement previously entered into by the Employee with the Company, or any agreement entered
into in connection with the Transaction, including the restrictive covenants referenced in
Section 15.8, 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. This
Agreement may only be modified or amended by a further agreement in writing signed by both
parties.
	 
	16.3	 	This Agreement shall be subject to the Laws of the Cayman Islands.
	 
	16.4	 	This Agreement constitutes the written statement of conditions of employment that are
required to be provided in terms of Section 6(2) of the Labour Law.
	 
	16.5	 	The parties hereto sign below to confirm agreement with the terms and conditions contained
herein.




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	16.6	 	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.





	 	 	 	 	 	 	 	 	 
	GLG Partners Services LP	 	 	 	Employee	 	 
	by: GLG Partners Services Limited,
General Partner	 	 	 	 	 	 
	 
	by:

	 	/s/ Noam Gottesman
	 	 	 	/s/ Emmanuel Roman	 	 
	 

	 	 

Name: Noam Gottesman
	 	 
	 	 

Emmanuel Roman
	 	 
	 

	 	Title: Managing Director	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Dated: November 2, 2007
	 	 	 	Dated: November 2, 2007	 	 







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