Exhibit 10.4
 GLG PARTNERS, INC.
2009 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
FOR UNITED KINGDOM LIMITED PARTNERS
   
  1.
    
    Definitions
 (a)
    
    Causeshall be deemed to exist if you at any time:
 (i)
    
    are guilty of gross misconduct, or commit a material breach of
any written agreement between you and the Company, any Subsidiary or the LLP,
including this Restricted Stock Agreement; or
 (ii)
    
    are in breach of regulatory requirements or internal compliance
rules of the Company, its Subsidiaries or the LLP 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, a Subsidiary or the LLP 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




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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 LLP has not yet exercised its right to
terminate your status as a Limited Partner with Cause as a result of such
investigation, such investigation will no longer be grounds for the LLP to
terminate your status as a Limited Partner with Cause; or
 (v)
    
    are guilty of serious negligence in connection with or affecting
the business or affairs of the Company, its Subsidiaries or the LLP for which
you are required to perform duties; or
 (vi)
    
    are guilty of conduct that brings or is likely to bring you, the
Company, any Subsidiary or the LLP 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, a Subsidiary or
the LLP, you will be required to produce these certificates; you
recognize that your status as a Limited Partner 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 or the LLP.
 Code
 Disability
 2




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LLP Agreement
 Non-Stock Dividends
 Shares Delivery Agreement
 Stock Dividends
 Termination of Service provided that
 2.
    
    Earning of Restricted Stock
 provided,
that
 
    
    [___%] on [ Date ] ;
 
    
    [___%] on [ Date ] ;
 
    
    [___%] on[ Date ] ; and
 
    
    [___%] on [ Date ].
   3




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3.
    
    Reservation of Stock Dividends
  4.
    
    Non-Stock Dividends
  5.
    
    Voting Rights
  4




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6.
    
    Delivery of Earned Restricted Stock
  7.
    
    Forfeiture of Unearned Restricted Stock and Stock Dividends
  8.
    
    Transferability
  9.
    
    Withholding
  5




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10.
    
    No Obligation to Register
  11.
    
    Restrictive Legends
  12.
    
    Protections Against Violations of Agreement
  13.
    
    Failure to Enforce Not a Waiver
  14.
    
    Survival of Terms
  6




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15.
    
    Counterparts
  16.
    
    Severability
  17.
    
    Personal Data
  18.
    
    Acceptance
  7




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19.
    
    Waiver
  20.
    
    Applicable Law
  8




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GLG PARTNERS, INC.By:Name:
    Noam GottesmanTitle:
    Chairman and Co-Chief Executive OfficerLAUREL HEIGHTS LLPBy:
    MOUNT GRANITE LIMITED, as Managing MemberBy:Name:
    Noam GottesmanTitle:
    Chairman and Co-Chief Executive Officer  
 [Name]Address:U.K. Taxpayer ID No.:
 9




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