AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Amended
and Restated Employment Agreement between GLG Partners LP
(“GLG”) and Pierre Lagrange (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:
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1.
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Employment Under this Agreement;
Term.
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1.1
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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”). The Employee’s period of
continuous employment for statutory purposes commenced on 28
April 1997.
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1.2
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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.”
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2.
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Duties.
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2.1
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The
Employee shall, during the Term, serve GLG to the best of his
ability in the capacity of Managing Director. The Employee’s
duties shall include, but not be limited to, those typical of a
managing director of a financial services company, and such other
duties as may be required by GLG from time to time consistent
therewith, or where not, by agreement between the parties
hereto.
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2.2
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The
Employee shall:
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(a)
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at
all times and in all respects conform to and comply with the lawful
and reasonable directions of GLG, 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 associated entity (each, a “GLG
Entity”)
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or the status
of the Employee (including in particular the Financial Services
Authority (the “FSA”));
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(b)
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unless prevented by sickness or
other incapacity, or otherwise as directed by GLG, 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 Services
Limited, by which the Employee continues to be employed under a
separate employment agreement);
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(c)
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work at GLG’s offices in
London or such other place of business of GLG in the United Kingdom
as GLG may reasonably require for the proper performance of the
Employee’s duties; and
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(d)
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not, without the prior written
consent of GLG, 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 otherwise 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 quoted or dealt on any recognized investment
exchange (as defined by Section 285 of the Financial Services
and Markets Act 2000).
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2.3
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On
occasion the Employee may exceed the 48-hour maximum weekly working
time limit as stipulated by the Working Time Regulations 1998 (the
“Regulations”). By executing this Agreement, the
Employee consents to opt out of the maximum working time limit set
out in the Regulations. The Employee may withdraw his consent by
giving three months written notice to GLG. The Employee’s
notice of withdrawal of consent and any subsequent reversal of this
decision must be given to the Human Resources Manager.
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3.
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Salary.
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3.1
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During the Term, GLG will pay the
Employee a salary at a rate not less than the gross amount of
US$800,000 per annum (payable in equal monthly installment in UK
Sterling using the then-current conversion rate at determined by
GLG in good faith), from which tax and other withholdings (such as
National Insurance) will be deducted. GLG may, but is not required
to, increase the Employee’s salary from time to time,
provided that no such increase will occur before 1
January 2009.
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4.
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Discretionary Bonus; Equity
Awards.
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4.1
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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 (such as National Insurance) will be
deducted, provided that no such bonus will be payable
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2
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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.
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4.2
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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 GLG 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, 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.
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5.
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Expenses.
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5.1
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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.
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6.
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Pension.
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6.1
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The
Employee shall be entitled to participate in the Group Personal
Pension Plan operated by GLG, subject to the terms of its trust
deed and rules of the plan from time to time in force. Further
details of the Pension Plan are available in the Employee
Handbook.
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6.2
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A
contracting out certificate is not currently in force in respect of
the employment of the Employee, but the Employee may be able to
contract out on an individual basis. Further details are available
from the Human Resources Manager.
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3
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7.
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Private Medical, Long Term
Disability, and Life Assurance.
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7.1
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Subject to the Employee complying
with and satisfying any applicable requirements of the relevant
insurers and subject to the rules of the relevant scheme, the
Employee shall be eligible to benefit during the continuance of his
employment from membership of such private medical expenses
insurance scheme as GLG may in its absolute discretion offer from
time to time. GLG reserves the right to vary or discontinue such
medical expenses insurance cover. Further details are set out in
the Employee Handbook.
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7.2
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During the continuance of the
employment, subject to the Employee complying with and satisfying
any applicable requirements of the relevant insurers and subject to
the rules of the relevant scheme, the Employee shall be eligible to
participate in any Permanent Health Insurance Scheme that GLG in
its absolute discretion may provide from time to time. GLG reserves
the right to vary or discontinue such insurance scheme. Further
details are set out in the Employee Handbook. For the avoidance of
doubt, nothing in this clause shall fetter or effect GLG’s
right to terminate the employment in accordance with this
Agreement.
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7.3
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GLG
will provide the Employee with life assurance cover according to
the terms and conditions of the scheme that GLG chooses to operate
from time to time in its sole discretion. GLG reserves the right to
vary or discontinue such insurance scheme. Further details are set
out in the Employee Handbook.
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7.4
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GLG
will provide the Employee with critical illness cover according to
the terms and conditions of the scheme that GLG chooses to operate
from time to time in its sole discretion. GLG reserves the right to
vary or discontinue such insurance scheme. Further details are set
out in the Employee Handbook.
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8.
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Holiday and Holiday
Pay.
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8.1
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The
Employee shall (in addition to the usual public and bank holidays)
be entitled during the continuance of his employment to paid
holiday in each holiday year of GLG (which runs from January to
December). The entitlement to paid holiday increases in accordance
with the Employee’s length of service with GLG. Further
details are set out in the Employee Handbook. Subject to the
provisions of the Working Time Regulations 1998, the Employee shall
not be entitled to carry forward or to receive payment in lieu of
any holiday entitlement that has not been taken in respect of any
holiday year and unused holiday entitlement may not be carried over
from one holiday year to the next without the written consent of
GLG.
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9.
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Sick Pay.
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9.1
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Subject to complying with
GLG’s procedures relating to the notification and
certification of periods of absence from work, the Employee shall
be eligible to continue to be paid his salary under clause 3.1
(inclusive of any statutory sick pay
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or social
security benefits to which the Employee may be entitled) during any
periods of absence from work due to sickness, injury, or other
incapacity according to the system set out in the Employee
Handbook. If the Employee shall be absent from work due to
sickness, injury, or other incapacity for a continuous period of
26 weeks, then the Employee shall only receive such benefits
(if any) as are available to him under the terms of any Permanent
Health Insurance Scheme under clause 7 applicable to the
Employee.
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10.
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Termination of
Employment.
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10.1
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The
Employee’s employment may be terminated by the Employee
giving not less than twelve weeks of notice in writing to GLG, or
by GLG giving to the Employee not less than twelve weeks of notice
of termination in writing, unless the Employee is terminated for
cause under clause 10.3, in which case no advance notice from GLG
is required. The Employee’s employment will automatically be
terminated upon his death.
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10.2
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GLG
is not under any obligation to provide the Employee with any work,
and GLG 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:
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10.2.1
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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 10.3;
or
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10.2.2
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for
any period not exceeding the applicable notice period after either
party has given notice of termination of employment;
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provided that throughout such period
the Employee’s salary and other contractual benefits (save
for any bonus under clause 4) shall continue to be paid or provided
by GLG. 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 10.2 will continue to have full force and effect.
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10.3
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The
Employee’s employment with GLG may be terminated by GLG
“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 a Managing Director 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 of directors of GLG’s general
partner
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5
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(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 GLG 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 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 partnership agreement of GLG, the laws of the
jurisdiction under which it is formed, the directors’ and
officers’ liability insurance of GLG, or any indemnification
agreement between the Employee and GLG or GLG Partners, Inc., in
each case as in effect at the time of such act or failure to
act.
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10.4
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GLG
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.
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10.5
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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 10, 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 clause 10.5 will not be applicable after
the Employee’s death.
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10.6
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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.
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11.
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Confidential
Information.
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11.1
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“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 12),
technical data, market data, trade secrets, research, business
plans, product information, projects, services, client lists,
client preferences, client transactions, supplier li
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