Exhibit 10.1
 GLG PARTNERS, INC.
2009 LONG-TERM INCENTIVE PLAN
U.S. RESTRICTED STOCK AGREEMENT
 To:
    
    [Name]Date:
    
    [Date]
   Definitions
 Cause
 (i)
    
    are guilty of gross misconduct, or commit a material breach of
any written agreement between you and the Company or any Subsidiary, including
this Restricted Stock Agreement; or(ii)
    
    are in breach of regulatory requirements or internal compliance
rules of the Company or its Subsidiaries that are applicable to you; or(iii)
    
    have any required registration terminated or cancelled by
regulatory authorities governing financial services business in any relevant
jurisdiction; or(iv)
    
    are investigated (which includes any informal or formal stage
in any administrative, investigative, enforcement, adjudicative, disciplinary,
or judicial investigation or proceeding, but excludes any such investigation or
proceeding the subject of which is the Company or a Subsidiary but not you) by
the Securities Exchange Commission in the United States, the Financial Services
Authority in the United Kingdom, the Financial Industry Regulatory Authority,
Inc. or another government agency or regulatory body or authority in any
relevant jurisdiction, in each case for a potential violation of securities
laws, including any insider trading rules, the Financial Services Authoritys
Principles for Approved Persons, including, without limitation, Principle 1, or
any applicable rule or regulation of any such governmental agency or regulatory
body or authority governing the financial services business or people who work
in such business; provided, thatif such investigation has been completed and
results in a finding of no violation by you, then, to the extent that the




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Company or a Subsidiary has not yet exercised its right to terminate your
employment with Cause as a result of such investigation, such investigation
will no longer be grounds for the Company or a Subsidiary to terminate your
employment with Cause; or
 (v)
    
    are guilty of serious negligence in connection with or
affecting the business or affairs of the Company or its Subsidiaries for which
you are required to perform duties; or(vi)
    
    are guilty of conduct that brings or is likely to bring you,
the Company or any Subsidiary into disrepute; or(vii)
    
    are convicted of, or plead no contest to, a criminal offense
other than a traffic-related offense for which a non-custodial penalty is
imposed; or(viii)
    
    are in material breach of any of the following conditions or continuing
obligations:
 (A)
    
    validity of all representations made by you
regarding your educational, vocational, professional, and any other
appropriate qualifications; upon request by the Company or a
Subsidiary, you will be required to produce these certificates; you
recognize that your employment may be terminated in any case where it
is discovered that any false information has been given;(B)
    
    compliance with the Companys Compliance
Regulations, Code of Conduct, and Personal Investment policy, copies of
which are contained in the Employee Handbook, if applicable, or any
equivalent document of any Subsidiary.
 Code
 Disability
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LLP
 Non-Stock Dividends
 Stock Dividends
 Termination of Service provided that
 provided that
 Earning of Restricted Stock
 provided, that
 
    
    ___% on ___[Date] [(First Vesting Date), subject to satisfaction
of the performance criteria applicable to the First Vesting Date set forth in
Schedule A];
    
    ___% on ___[Date] [(Second Vesting Date), subject to satisfaction
of the performance criteria applicable to the Second Vesting Date set forth
in Schedule A];
    
    ___% on ___[Date] [(Third Vesting Date), subject to satisfaction
of the performance criteria applicable to the Third Vesting Date set forth in
Schedule A]; and
    
    ___% on ___[Date] [(Fourth Vesting Date), subject to satisfaction
of the performance criteria applicable to the Fourth Vesting Date set forth
in Schedule A].
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Retention of Certificates for Restricted Stock
  Non-Stock Dividends
  Voting Rights
  Delivery of Earned Restricted Stock
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Forfeiture of Unearned Restricted Stock and Stock Dividends
  Transferability
  Withholding
  5




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No Obligation to Register
  Restrictive Legends
  Protections Against Violations of Agreement
  Failure to Enforce Not a Waiver
  Survival of Terms
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Counterparts
  Severability
  Acceptance
   7




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Applicable Law
  GLG PARTNERS, INC.By:Name:
    Noam GottesmanTitle:
    Chairman and Co-Chief Executive Officer  Address:Social Security No.:
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Schedule A
 PERFORMANCE GOALS FOR RESTRICTED STOCK AWARD  [Name]
[Period]
  [To be determined]
  [To be determined]
  [To be determined]
  [To be determined]
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DIVIDEND ORDER
    Name: ____________
c/o GLG Partners, Inc.
399 Park Avenue, 38th Floor
New York, NY 10022
Social Security No.: ____________
  ______________________________________
   
 SIGNATURE(S) GUARANTEED:
GLG PARTNERS, INC.By: 10




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