**Exhibit 10.1****EMPLOYMENT AGREEMENT**This Employment Agreement between GLG Partners, Inc. (“GLG”) and Jeffrey M. Rojek (the “Employee”)is made on this 9th day of January, 2008 (this “Agreement”).GLG and the Employee hereby agree to the employment of the Employee by GLG on the following termsand conditions:**1.** **Effective Date; Commencement of Employment.** 1.1 This Agreement will not be effective until it has been approved by the board of directors ofGLG (the “Board”). In the event that this Agreement is not approved by the Board on or beforeMarch 18, 2008, then this Agreement will become null and void and without any effect. 1.2 The Employee’s employment under this Agreement will commence on March 18, 2008 (the “StartDate”). **2.** **Title; Duties; Responsibilities.** 2.1 The Employee shall, during the term of his employment with GLG, but not before the date setforth in clause 1.2, serve GLG in the capacity of Chief Financial Officer. The Employee’sduties shall include, but not be limited to, those typical of the chief financial officer of afinancial services company, and such other duties as may be required by GLG from time to timeconsistent therewith, or where not, by agreement between the parties hereto. 2.2 During the term of the Employee’s employment with GLG, the Employee shall: (a) at all times and in all respects conform to and comply with the lawful andreasonable directions of GLG, and, to the extent applicable to the Employee, conform toand comply with all rules or codes of conduct and statements of principle in force fromtime to time or required by any regulatory body in relation to the business of GLG orany of its subsidiaries (collectively, the “GLG Entities”);  (b) unless prevented by sickness or other incapacity, or otherwise as directed byGLG, devote the whole of his time, attention, and abilities during hours of work (whichshall be normal business hours and such additional hours as may be necessary for theproper performance of his duties) to the business and affairs of the GLG Entities;  (c) work at GLG’s offices in New York City, New York or such other place ofbusiness of GLG in the New York City greater metropolitan area as GLG may reasonablyrequire for the proper performance of the Employee’s duties; provided that the Employeeshall be required to travel frequently and
 

 
   for extended periods of time for business purposes, including to any other officemaintained by any of the GLG Entities; and  (d) not, without the prior written consent of GLG, directly or indirectly carry onor be engaged, concerned, or interested in any other business, trade, or occupationthat is in competition with the business of any GLG Entity, other than as a holderdirectly or through nominees of not more than three percent (3%) in the aggregate ofany class of shares, debentures, or other securities in issue from time to time of anycompany that is publicly-traded on any recognized stock exchange.2.3 The Employee shall not, without the prior written consent of GLG, either directly orindirectly, publish any opinion, fact, or material, or deliver any lecture or address, orparticipate in the making of any film, radio broadcast, or television transmission, orcommunicate with any representative of the media or any third party, (a) relating to thebusiness or affairs of the GLG Entities, or relating to any of their officers, employees,members, clients, suppliers, distributors, agents, or shareholders, or (b) relating to thedevelopment or exploitation of Intellectual Property (as defined in clause 10.1). For thepurpose of this clause 2.3, “media” shall include television (terrestrial, satellite, andcable), internet, radio, newspapers, and other journalistic publications. This clause 2.3will not apply to communications made by the Employee to the media or other third-parties tothe extent that such communications are consistent with the Employee’s duties to GLG. **3.** **Salary.**3.1 During the term of the Employee’s employment with GLG, GLG will pay the Employee a salary ata rate equal to a gross amount of $400,000 per annum, from which tax and other withholdingswill be deducted. This amount will be paid to the Employee in equal monthly installments. **4.** **Bonus.** 4.1 The Employee will, during the term of his employment with GLG, be eligible for adiscretionary bonus, payable, if at all, by GLG on an annual basis, from which tax and otherwithholdings will be deducted. Bonuses are based on numerous factors, including theperformance of the GLG Entities and the Employee’s individual contribution, and, except asotherwise set forth in this clause 4, are not guaranteed. A Bonus, if any, is normally paidin January of the year following the year in which such bonus is earned. Except for the bonuspayments set forth in clause 4.2, any bonus payable to the Employee may be conditioned uponthe achievement of performance goals established in accordance with Section 162(m) of theInternal Revenue Code, as amended (“Section 162(m)”). 4.2 Notwithstanding anything to the contrary in clause 4.1, for each of the first two years ofthe Employee’s employment with GLG, GLG will pay the Employee a cash bonus
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  of no less than $600,000, from which tax and other withholdings will be deducted. Suchbonus will be paid to the Employee in 2009 and 2010, respectively, but no later than 30 daysafter the first and second anniversaries of the Start Date, as applicable. Each such bonusmay be paid to the Employee in more than one payment during the specified payment period. 4.3 In the event that the Employee’s employment with GLG is terminated by GLG without Cause (asdefined in clause 8.3) before all of the bonus payments set forth in clause 4.2 are made tothe Employee, then the Employee shall become entitled to receive any remaining bonus paymentsunder clause 4.2 at the time or times that such remaining payment or payments would have beenmade to the Employee under clause 4.2 had his employment not been terminated. Any payments tobe made under this clause 4.3 shall be subject to the Employee’s duty to mitigate set forth inclause 8.2. 4.4 In order to be eligible to receive any bonus under this clause 4, except as otherwiseprovided in clause 4.3, the Employee must be actively employed by GLG and not serving out anyperiod of notice (such as the notice period given prior to termination) on the date that thatbonus is paid. **5.** **Equity Incentive Awards.** 5.1 GLG will recommend to the Compensation Committee of the Board (the “Compensation Committee”)that the Employee be granted, on or about the Start Date, with a second grant to be made on orabout the first anniversary of the Start Date, an award of restricted stock that has a valueof $500,000, as determined in good faith by GLG at the time each such award is granted (the“Equity Award”). For purposes of determining the value of the Equity Award, such value willbe calculated assuming a notional price equal to the closing price of a share of GLG commonstock on the last trading day immediately preceding the respective date of grant. All or partof the Equity Award may be conditioned upon the achievement of performance goals establishedin accordance with Section 162(m).   The terms and conditions of the Equity Award that GLG will recommend to be granted by theCompensation Committee to the Employee on or about the Start Date are set forth in therestricted stock agreement attached hereto as Exhibit A. 5.2 In addition to the awards set forth in clause 5.1, the Employee may receive such other equityincentive awards as the Compensation Committee may determine in its sole discretion from timeto time, and such awards may be conditioned upon the achievement of performance goalsestablished in accordance with Section 162(m). Such equity incentive awards may include,without limitation, grants of stock options, stock appreciation rights, restricted stock,and/or restricted stock units. The terms and conditions of each equity incentive award willbe set forth in a definitive award agreement to be entered into by the parties hereto.
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5.3 Notwithstanding anything in this clause 5 to the contrary, the Employee will only receive anequity incentive award if, at the time the award is granted, he is actively employed by GLGand not serving out any period of notice (such as the notice period given prior totermination). **6.** **Expenses.** 6.1 GLG shall reimburse the Employee in respect of all reasonable travelling, accommodation, andother similar out-of-pocket expenses wholly, exclusively, and necessarily incurred by theEmployee in or about the performance of his duties, provided that any expense claims aresupported by relevant documentation and are made in accordance with GLG’s expenses policy fromtime to time in force. **7.** **Benefits and Vacation.** 7.1 During the term of the Employee’s employment with GLG, and provided that the Employeesatisfies, and continues to satisfy, any plan eligibility requirements, the Employee shall beentitled to participate in, and receive benefits under, any pension benefit plan, welfarebenefit plan (including, without limitation, health insurance), vacation benefit plan, orother employee benefit plan made available by GLG to its senior employees based in its NewYork City offices. In addition, during the term of the Employee’s employment with GLG, theEmployee will be provided with fringe benefits to the same extent that such benefits areprovided by GLG to its senior management employees. Any such plan or benefit arrangement maybe amended, modified, or terminated by GLG from time to time with or without notice to theEmployee. **8.** **Termination of Employment.** 8.1 By the Employee; Death. The Employee may terminate his employment with GLG for anyreason by giving to GLG not less than twelve weeks of notice in writing. In the event thatthe Employee terminates his employment without giving GLG the requisite notice under thisclause 8.1, then, in addition to any other remedy that GLG may have with respect to theEmployee for breach of this Agreement, the “Restriction Period” under clause 12.1.6 will beextended for the number of days that is equal to the number of days by which the Employee’snotice under this clause 8.1 is deficient (*i.e.*, if the Employee provides GLG will eight weeksof notice of termination, then the “Restriction Period” will be extended by four weeks).   The Employee’s employment with GLG will automatically terminate upon his death. 8.2 By GLG Without Cause. GLG may terminate the Employee’s employment without Cause (asdefined in clause 8.3) by giving to the Employee not less than twelve weeks of notice inwriting. Alternatively, GLG may, in its absolute discretion, elect to terminate theemployment of the Employee at any time with immediate effect by paying the Employee in a lumpsum his salary under clause 3.1 for twelve weeks in
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  lieu of providing the Employee with any advance notice of termination, from which paymenttaxes and other withholdings will be deducted.   In the event of a termination of the Employee’s employment by GLG without Cause on or beforethe second anniversary of the Start Date, then, subject to clause 8.6, GLG shall continue topay to the Employee his salary under clause 3.1 through the second anniversary of the StartDate, from which payments taxes and other withholdings will be deducted. In such event, theEmployee may also be entitled to additional compensation pursuant to the terms of clause4.3.   At all times while the Employee is receiving payments under clause 4.3 or this clause 8.2(or would be receiving payments but for clause 8.6), the Employee shall have a duty tomitigate the amount of such payments that GLG is obligated to pay to the Employee by makinga good faith effort to obtain alternative employment (or paid work as a partner, consultant,or otherwise). Any compensation that the Employee earns during such time period as a resultof other employment or work as a partner, consultant, or otherwise shall offset, on adollar-for-dollar basis, the amount of such payments that GLG otherwise would be obligatedto pay to the Employee under this Agreement. The Employee shall have an affirmative duty topromptly notify GLG of any employment or other paid work that he obtains (and in any eventno later than seven days after obtaining such employment or other paid work) while receivingpayments under clause 4.3 or this clause 8.2. The failure of the Employee to make a goodfaith effort to obtain such employment or other paid work will be grounds for GLG to refuseto make any further payments under clause 4.3 or this clause 8.2 and to recoup any paymentsunder clause 4.3 and this clause 8.2 that it has already made to the Employee. 8.3 By GLG With Cause. The Employee’s employment may be terminated by GLG with Cause atany time and without notice. “Cause” shall be deemed to exist if the Employee shall at anytime: (a) be guilty of gross misconduct or be in material breach of any provision ofthis Agreement; or  (b) be in breach of regulatory requirements (including any Securities ExchangeCommission requirements) or internal compliance rules of any GLG Entity consistenttherewith that is applicable to the Employee; or  (c) have any required registration terminated or cancelled by the SecuritiesExchange Commission or any other regulatory authority governing financial servicesbusiness in the United States or in any other relevant jurisdiction; or  (d) have any certification, registration, license, or similar requirement tomaintain his status as a certified public accountant or a state-licensed accountantsuspended, withdrawn, revoked, or otherwise terminated,
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   provided that such suspension, withdrawal, revocation, or termination will not begrounds to terminate the Employee with Cause if it occurs because of the Employee’sfailure to complete any necessary continuing professional education hours orcredits and such failure was consented to in advance and in writing by GLG; or  (e) be investigated (which includes any informal or formal stage in anyadministrative, investigative, enforcement, adjudicative, disciplinary, or judicialinvestigation or proceeding, but excludes any such investigation or proceeding thesubject of which is GLG and not the Employee) in the United States by the SecuritiesExchange Commission, the Financial Industry Regulatory Authority, Inc., or anothergovernment agency or regulatory body or authority, or in any other relevantjurisdiction by a government agency or regulatory body or authority, for a potentialviolation of securities laws, including any insider trading rules, or any applicablerule or regulation of any governmental agency or regulatory body or authoritygoverning the financial services business or people who work in such business,provided that, if such investigation has been completed and results in a finding of noviolation by the Employee, then, to the extent that GLG has not yet exercised itsright to terminate the Employee with Cause as a result of such investigation, suchinvestigation will no longer be grounds for GLG to terminate the Employee with Cause;or  (f) be guilty of any serious negligence in connection with or affecting thebusiness or affairs of any GLG Entity for which the Employee is required to performduties; or  (g) be guilty of conduct that brings or is likely to bring the Employee or anyGLG Entity into disrepute; or  (h) be convicted of a criminal offence for which the Employee may be arrested(other than a traffic violation for which a non-custodial penalty is imposed); or  (i) be in material breach of any of the conditions or continuing obligationsunder clause 13.8.4 GLG is not under any obligation to provide the Employee with any work, and GLG may suspendthe Employee or place him on a leave of absence without duties, exclude the Employee from allor any premises of GLG, and/or require that the Employee not contact any colleagues orclients, not work on any GLG matters or projects, and not access electronic data in GLG’soffices via home computers, modems, or otherwise, including, without limitation:
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 8.4.1 for any period in connection with any investigation into (a) any allegedmisconduct or neglect by the Employee or (b) any alleged action or inaction that mayconstitute Cause under clause 8.3; or  8.4.2 for any period not exceeding the applicable notice period after either partyhas given notice of termination of employment;  provided that throughout such period the Employee’s salary under clause 3.1 and benefitsunder clause 7.1 shall continue to be paid or provided by GLG in accordance with thoseclauses. The Employee acknowledges and agrees that, during any period of suspension, allobligations and duties of the Employee contained in this Agreement (other than thosesuspended as set out in this clause 8.4) will continue to have full force and effect. 8.5 GLG reserves the right to condition any compensation under this clause 8, or the Employee’sright to continue to receive salary and/or bonus for any portion of any notice period underthis clause 8 during which the Employee is not performing services, upon the Employee’sexecution of a full general release and such release becoming effective. 8.6 To the extent that any amount payable under this Agreement constitutes an amount payableunder a “nonqualified deferred compensation plan” (as defined in Section 409A of the InternalRevenue Code) following a “separation from service” (as defined in Section 409A of theInternal Revenue Code), including any amount payable under clause 4.3 or this clause 8, then,notwithstanding any other provision in this Agreement to the contrary, such payment will notbe made to the Employee until the day after the date that is six months following theEmployee’s “separation from service,” but only if the Employee is deemed by GLG, in accordancewith any relevant procedures that it may establish, to be a “specified employee” under Section409A of the Internal Revenue Code at the time the Employee “separates from service.” Thisclause 8.6 will not be applicable after the Employee’s death. 8.7 Upon the termination of his employment (for whatever reason and howsoever arising), theEmployee shall not at any time thereafter make any untrue or misleading oral or writtenstatement concerning the business and affairs of any GLG Entity, nor represent himself orpermit himself to be held out as being in any way connected with or interested in the businessof any GLG Entity (except as a former employee for the purpose of communicating withprospective employers or complying with any applicable law, or as a holder of any outstandingequity award granted to the Employee). **9.** **Confidential Information.** 9.1 “Confidential Information” means any information that belongs to any GLG Entity, or any oftheir clients or suppliers, including, without limitation, Intellectual Property (as definedin clause 10.1)**,**technical data, market data, trade secrets, research,
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  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, pricingstrategies, sales methods, financial information, transactional information, corporate andtax structures, revenue figures, account information, credit information, financingarrangements, information disclosed to the Employee by any GLG Entity in confidencedirectly or indirectly, information that the Employee ought reasonably to understand isconfidential, and information in respect of which any GLG Entity is bound by an obligationof confidence to a third party, and whether in writing (including via email), orally, or byelectronic records, drawings, pictures, or inspection of tangible property. 9.2 The Employee acknowledges that, during the course of his employment with GLG, the Employeewill have access to Confidential Information. The Employee agrees, both during the term ofhis employment with GLG and following its termination, that he will hold the ConfidentialInformation in the strictest confidence, and that he will not use or attempt to use, otherthan in the proper performance of the Employee’s duties, the Confidential Information exceptfor the benefit of the GLG Entities, and he will not disclose any Confidential Information toany other person or entity without the prior written authorization of GLG. The Employee shalluse best endeavors to prevent the unauthorized publication or misuse of any ConfidentialInformation. 9.3 The restrictions of clause 9.2 do not apply to any Confidential Information that (a) hasentered into the public domain other than by a breach of this Agreement or other obligation ofconfidentiality of which the Employee is aware, or (b) solely to the extent and for theduration required, is required to be disclosed under a validly-issued court order and whichdisclosure the GLG Entities, following the Employee’s immediate notification to GLG of suchrequirement, are unable legally to prevent. 9.4 The Employee will be required, and hereby agrees, to execute any additional confidentialityagreements with any GLG Entity in such form as will be required by GLG or such GLG Entity. 9.5 Following the termination of the Employee’s employment with GLG, or at any time during itscontinuance upon request by GLG, the Employee will promptly deliver to GLG and not keep in hispossession, recreate, or deliver to any other person or entity, any and all property thatbelongs to any GLG Entity, or that belongs to any other third party and is in the Employee’spossession as a result of his employment with GLG, including, without limitation, anyConfidential 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, accountinformation, files, and other documents and information, including any and all copies of theforegoing.
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**10.** **Intellectual Property.** 10.1 “Intellectual Property” means any rights in or to intellectual property including, withoutlimitation, patents, trade marks, service marks, design rights, copyrights, utility models,inventions, drawings, rights in computer programs (including both object code and sourcecode), and whether registered or unregistered, applications for registration of any of theforegoing and the right to apply for them in any part of the world, and rights of like naturearising or subsisting anywhere in the world in relation to all of the foregoing. 10.2 The Employee agrees that all Intellectual Property that the Employee creates or discoversduring the course of or as a result of his employment with GLG and that relates to or iscapable of being used in the business of any GLG Entity shall vest automatically in and belongexclusively to GLG or its nominee, and the Employee shall not have any rights or licenses insuch Intellectual Property except as explicitly granted in writing to him by GLG. 10.3 If, at any time in the course of the Employee’s employment with GLG, the Employee makes ordiscovers or participates in the making or discovery of any Intellectual Property relating toor capable of being used in the business of any GLG Entity, then the Employee shallimmediately disclose full details of such Intellectual Property to GLG, and at the expense ofGLG the Employee shall do all things necessary or desirable for obtaining appropriate forms ofprotection for the Intellectual Property in such parts of the world as may be specified by GLGand for vesting all rights in the same in GLG or its nominee. 10.4 The Employee hereby irrevocably appoints GLG or its nominee to be the Employee’s agent tosign any instrument, or to execute or do any act, on the Employee’s behalf in order to giveGLG or its nominee the full benefit of this clause 10, and in favor of any third party acertificate in writing signed by an officer of GLG that any instrument or act falls within theauthority of GLG conferred by this clause 10 shall be conclusive evidence that such is thecase. 10.5 The Employee hereby waives all of the Employee’s moral rights, if any, in respect of any actsof any GLG Entity or any party acting on its authority, in relation to any IntellectualProperty that is the property of or licensed to GLG, its nominee, or any GLG Entity by virtueof this clause 10. 10.6 The Employee agrees that he will disclose to GLG in writing prior to the Start Date allIntellectual Property that was made or discovered by the Employee prior to such date, or thatbelongs 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, theEmployee agrees and acknowledges that there are no Prior Inventions. If, in the course of theEmployee’s employment with GLG, the Employee incorporates a Prior Invention into any product,software, business
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  material, process, service, or machine of any GLG Entity, then the GLG Entities are herebygranted a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with theright to sublicense) to make, have made, copy, modify, make derivative works of, use, sell,and otherwise distribute such Prior Invention as part of or in connection with suchproduct, software, business material, process, service, or machine. 10.7 The Employee shall keep and maintain adequate and up to date written records of allIntellectual Property made or discovered by the Employee (either solely or jointly withothers) 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 similarformat appropriate to the relevant Intellectual Property and/or required from time to time byGLG. The records will be available to and remain the sole property of GLG at all times, andthe Employee shall not perform any action with such records (other than to maintain them in anup to date state) without the express permission of GLG, such permission to be at the solediscretion of GLG. 10.8 All rights and obligations of the Employee under this clause 10 shall continue in full forceand effect after the termination of his employment and shall be binding upon the Employee’sheirs, assigns, and personal representatives. **11.** **Further Obligations of the Employee.** 11.1 The Employee shall, during his employment with GLG and (where appropriate) after itstermination, comply (and, if applicable, shall procure that his spouse and minor childrenshall comply) with all applicable rules of law, regulations, and codes of conduct of any GLGEntity in effect from time to time in relation to dealings in shares, debentures, or othersecurities, and the Employee shall, in relation to any dealings in securities of foreigncompanies, comply with all laws of any foreign state affecting dealings in the securities ofsuch companies. 11.2 The Employee represents that his employment with GLG does not violate any prior agreementwith a former employer or third party. Should the Employee breach such representation, theEmployee 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’sbreach of such representation. **12.** **Restrictive Covenants.** 12.1 For the purpose of this clause 12, the following expressions shall have the followingrespective meanings: 12.1.1 “Business” means the management, investment management, and investment advisorybusinesses, and the business of structuring, establishing, marketing, distributing, andmanaging investment funds, as
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   carried on by any GLG Entity on the Employee’s employment termination date.  12.1.2 “Intermediary” means (a) any person who, at any time during the two years immediatelypreceding the Employee’s employment termination date, promoted, marketed, advised, orarranged for investors in the services and/or products (including investment funds) ofany 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 orprospective client of any GLG Entity and who was working in the capacity of anIntermediary, and in all cases, with which Intermediary the Employee had directdealings 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.  12.1.3 “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 anyGLG Entity (a) with whom the Employee has had material contact during the course of hisemployment with GLG, and (b) either (i) is employed or engaged in marketing servicesand/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 ConfidentialInformation, or (iii) is directly managed by or reports to the Employee; and in theevent that any person is found to have been solicited by the Employee prior to theEmployee’s employment termination date and such person would have been a Key Individualon the Employee’s employment termination date but for the actions of the Employee, thensuch person will also be considered to be a Key Individual.  12.1.4 “Prospective Intermediary” means any person (a) with whom or which any GLG Entityentered into negotiations or discussions, or (b) on whom or which any GLG Entityexpended a material amount of money, in either case during the period of six monthsimmediately preceding the Employee’s employment termination date and to the knowledgeof the Employee prior to his employment termination date, and in either case, (i) witha view toward securing introductions to others for the purpose of providing services ordoing business with such other persons, (ii) with whom or which person the Employee haddirect dealings on behalf of any GLG Entity, and (iii) which person does notaffirmatively indicate to the GLG Entities, prior to the Employee’s employmenttermination date, that he, she, or it does not wish to become an Intermediary of theGLG Entities.
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 12.1.5 “Restricted Area” means the United States, the United Kingdom, and any other countryin which the Employee has undertaken his duties for the GLG Entities to a materialextent at any time during the period of twelve months immediately preceding theEmployee’s employment termination date.  12.1.6 “Restriction Period” means the period of the Employee’s employment with GLG, plus (a)the period of twelve months for purposes of clauses 12.3, 12.4.1, 12.4.3, 12.4.6,12.4.8, and 12.4.10, (b) the period of six months for purposes of clauses 12.4.2 and12.4.4, and (c) the period of eighteen months for purposes of clauses 12.4.5, 12.4.7,and 12.4.9, with the time periods in clauses (a), (b), and (c) calculated from theEmployee’s employment termination date; provided that the length of the post-employmentperiod may be extended in accordance with the terms of clause 8.1.12.2 The Employee acknowledges that, during the course of his employment with GLG, he will have(a) access to Confidential Information, and/or (b) influence over or connection with existingand prospective clients, Intermediaries, Prospective Intermediaries, employees, and otherservice providers of the GLG Entities, and accordingly, having had the opportunity to takelegal advice or voluntarily having waived such opportunity, is willing to enter into thecovenants described in this clause 12 in order to provide the GLG Entities with reasonableprotection for those interests. 12.3 The Employee hereby covenants with GLG that he will not, for the Restriction Period, withoutthe prior written consent of GLG in its sole and absolute discretion, either alone or jointlywith or on behalf of any person, directly or indirectly, carry on or set up, or be employed orengaged by or in, or otherwise assist or be interested in, in any capacity (except as ashareholder or other equity owner of not more than three percent (3%) of the shares of anycompany whose shares are publicly traded on any recognized stock exchange), a business that iscarried on in competition with the Business anywhere within the Restricted Area. 12.4 The Employee hereby covenants with GLG that he will not, for the Restriction Period, withoutthe prior written consent of GLG in its sole and absolute discretion, either alone or jointlywith or on behalf of any person, directly or indirectly: 12.4.1 in connection with the carrying on of any business that is in competition with theBusiness, have business dealings with, provide services to, or otherwise accept thecustom of any person who or which has at any time during the period of twelve monthsimmediately preceding the Employee’s employment termination date done business or dealtwith, or received services from, any GLG Entity as a client, and with whom or which theEmployee shall have had dealings during the course of his employment with GLG or anyother service relationship with the GLG Entities, other than clients that were
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   Business-related clients of the Employee (as opposed to clients of his accountingpractice) prior to the time he first provided services to any of the GLG Entities;  12.4.2 in connection with the carrying on of any business that is in competition with theBusiness, have business dealings with, provide services to, or otherwise accept thecustom of any person who or which is a prospective client of any GLG Entity, byproviding any service to, dealing with, or doing business with such prospective clientthat is the same or substantially similar to services and/or products (includinginvestment funds) that had been or are being marketed to such prospective client by anyGLG Entity on the Employee’s employment termination date or during the period of sixmonths immediately preceding such employment termination date, and of which marketingthe Employee is aware prior to his employment termination date, provided that, prior tothe Employee’s employment termination date, such prospective client has notaffirmatively indicated that he, she, or it does not wish to become a client of the GLGEntities;  12.4.3 in connection with the carrying on of any business that is in competition with theBusiness, have business dealings with any Intermediary for the purpose of securing orseeking to secure from such Intermediary the opportunity to provide to his, her, or itsclients or prospective clients any services and/or products (including investmentfunds) 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 businessthat is in competition with the Business;  12.4.4 in connection with the carrying on of any business that is in competition with theBusiness, have business dealings with any Prospective Intermediary for the purpose ofsecuring or seeking to secure from such Prospective Intermediary the opportunity toprovide 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 thoseprovided by any GLG Entity, or to place the business of any such client or prospectiveclient with another business that is in competition with the Business;  12.4.5 in connection with the carrying on of any business that is in competition with theBusiness, canvass, solicit, or approach, or cause to be canvassed, solicited, orapproached, 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, anyperson who or which at the Employee’s employment termination date or at any time duringthe period of twelve months prior to that date is a client of any GLG Entity, and withwhom or which the Employee shall have had dealings during the course of his employmentwith GLG or any other service relationship with the GLG Entities, other than
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   clients that were Business-related clients of the Employee (as opposed to clientsof his accounting practice) prior to the time he first provided services to any ofthe GLG Entities;  12.4.6 in connection with the carrying on of any business that is in competition with theBusiness, canvass, solicit, or approach, or cause to be canvassed, solicited, orapproached, 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, anyperson who or which is a prospective client of any GLG Entity, to whom or which suchservices had been or are being marketed on the Employee’s employment termination dateor during the period of six months immediately preceding such employment terminationdate, and of which marketing the Employee is aware prior to his employment terminationdate, provided that, prior to the Employee’s employment termination date, suchprospective client has not affirmatively indicated that he, she, or it does not wish tobecome a client of the GLG Entities;  12.4.7 in connection with the carrying on of any business that is in competition with theBusiness, canvass, solicit, or approach, or cause to be canvassed, solicited, orapproached, any Intermediary for the purpose of securing or seeking to secure from suchIntermediary the opportunity to provide to his, her, or its clients or prospectiveclients any services and/or products (including investment funds) that are the same orsubstantially similar to those provided by any GLG Entity, or to place the business ofany such client or prospective client with another business that is in competition withthe Business;  12.4.8 in connection with the carrying on of any business that is in competition with theBusiness, canvass, solicit, or approach, or cause to be canvassed, solicited, orapproached, any Prospective Intermediary for the purpose of securing or seeking tosecure from such Prospective Intermediary the opportunity to provide to his, her, orits clients or prospective clients any services and/or products (including investmentfunds) 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 businessthat is in competition with the Business;  12.4.9 solicit or endeavor to solicit for employment or for the provision of service, orentice away or endeavor to entice away from employment or other service relationshipwith the GLG Entities, any Key Individual who, on the Employee’s employment terminationdate, is employed or engaged by any GLG Entity, or who was so employed or engaged atany time during the six months immediately preceding the Employee’s employmenttermination date; or
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 12.4.10 hire or engage for services any Key Individual who, on the Employee’s employmenttermination date, is employed or engaged by any GLG Entity, or who was so employed orengaged at any time during the six months immediately preceding the Employee’semployment termination date.12.5 Notwithstanding anything to the contrary in this clause 12, following the termination of theEmployee’s employment with GLG, the Employee will be permitted to (a) work for any certifiedpublic accounting firm, provided that the Employee is not involved in (whether by working for,advising, consulting with, or otherwise servicing) any aspect of such firm’s investmentmanagement or investment advisory businesses, if any, including any such business conductedthrough such firm’s subsidiaries or other related entities, and (b) service the clients of anycertified public accounting firm. 12.6 The Employee hereby agrees that he will, at the cost of GLG, enter into a direct agreement orundertaking with any GLG Entity whereby he will accept restrictions and provisionscorresponding to the restrictions and provisions in this clause 12 in relation to suchactivities and such area and for such a period not exceeding the Restriction Period as suchGLG Entity may reasonably require for the protection of its legitimate business interests. 12.7 The covenants contained in this clause 12 are intended to be separate and severable andenforceable as such, and to be enforceable to the fullest extent permissible under the laws ofeach jurisdiction in which enforcement is sought. If any restriction contained in thisAgreement 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 theextent required to be enforceable in such jurisdiction in accordance with applicable law. Ifany restriction contained in this Agreement is held to be invalid, illegal, or unenforceablein 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 otherjurisdiction, but such restriction will be reformed, construed, and enforced in suchjurisdiction as if such invalid, illegal, or unenforceable restriction had never beencontained in this Agreement. 12.8 The Employee acknowledges that the remedy at law for his breach of this clause 12 will beinadequate, and that the damages flowing from such breach will not be readily susceptible tobeing measured in monetary terms. Accordingly, upon a breach or threatened breach of thisclause 12, GLG will be entitled to immediate injunctive relief (or other equitable relief) andmay obtain a temporary order restraining any breach or further breach. No bond or othersecurity will be required to obtain such relief, and the Employee consents to the issuance ofsuch equitable relief. Nothing in this clause 12.8 will be deemed to limit GLG’s remedies atlaw or
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  in equity that may be pursued or availed of by GLG for any breach or threatened breach bythe Employee of any part of this clause 12. 12.9 The covenants contained in this clause 12 have been agreed by the parties hereto to bereasonable. The business of the GLG Entities is highly competitive, the terms of this clause12 are material to the parties’ willingness to enter into this Agreement, and the terms andconditions of this clause 12 are not more restrictive than is necessary to protect thelegitimate interests of the GLG Entities. **13.** **Conditional Nature of Employment.** 13.1 The Employee’s employment with GLG is subject to the following conditions: (a) validity and accuracy of all representations made by the Employee regarding hiseducational, vocational, professional, and any other appropriate qualifications, andupon request by GLG the Employee will be required to produce any relevant documentationsupporting such representations;  (b) compliance with any compliance regulations, codes of conduct, and personalinvestment policies applicable to the Employee; and  (c) the Employee’s successful and continued registration with, to the extentapplicable, the Securities Exchange Commission and any other relevant government agencygoverning the financial services business.  The Employee recognizes that his employment may be terminated with or without notice orpayment in the event that such requirements fail to be satisfied at any time during hisemployment with GLG. **14.** **Miscellaneous.** 14.1 This Agreement constitutes the entire agreement and understanding between GLG and theEmployee and supersedes any other agreements, whether oral or written, with respect to thesubject matter of this Agreement. This Agreement may only be modified or amended by a furtheragreement in writing signed by the parties hereto. 14.2 This Agreement is governed by and shall be construed in accordance with the laws of the Stateof New York without giving effect to its conflict of laws principles. 14.3 Any action by the parties hereto related to this Agreement may be instituted in any state orfederal 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 Employeeand 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 courtand (ii) any claim that any such action brought in any such court has been brought in aninconvenient forum.
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14.4 This Agreement may be executed in several counterparts, each of which shall be deemed to bean original, and all such counterparts when taken together shall constitute one and the sameoriginal. 14.5 GLG shall be entitled, without notice to the Employee, at any time during his employment withGLG and upon the termination of such employment, to set off and/or make deductions from theEmployee’s compensation or from any other sums due to the Employee from any GLG Entity inrespect of any overpayment of any kind made to the Employee or in respect of any outstandingdebt or other sum due from the Employee. In addition, all payments made under this Agreementto the Employee will be subject to applicable tax and other payroll withholdings. 14.6 Except to the extent that applicable law requires that any specific action be taken orperformed by the Compensation Committee, or to the extent otherwise provided in thisAgreement, any action to be taken or performed, or direction or consent to be provided, by GLGunder this Agreement may be taken, performed, or provided by either of GLG’s Co-ChiefExecutive Officers (or if there is only one Chief Executive Officer, then by that individual). 14.7 Any waiver by GLG of any provision, or any breach of any provision, of this Agreement shallnot operate or be construed as a waiver of any subsequent breach of such provision or anyother provision herein. 14.8 Due to the personal nature of the services contemplated under this Agreement, this Agreementand the Employee’s rights and obligations hereunder may not be assigned by the Employee. GLGmay 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/ Noam Gottesman Name: Noam Gottesman   Date:  January 9, 2008        Title: Co-Chief Executive Officer           by: Employee           /s/ Jeffrey M. Rojek   Date: January 9, 2008          Jeffrey M. Rojek    
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