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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Employee Retention Agreement

AMENDED AND RESTATED EMPLOYMENT AGREEMENT | Document Parties: GLG PARTNERS, INC. | Freedom Acquisition Holdings, Inc | GLG Partners LP You are currently viewing:
This Employee Retention Agreement involves

GLG PARTNERS, INC. | Freedom Acquisition Holdings, Inc | GLG Partners LP

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Title: AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Date: 3/2/2009
Industry: Investment Services     Sector: Financial

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, Parties: glg partners  inc. , freedom acquisition holdings  inc , glg partners lp
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Exhibit 10.13.1

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:

1.

 

Employment Under this Agreement; Term.

 

1.1

 

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.

 

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.

 

Duties.

 

2.1

 

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.

 

2.2

 

The Employee shall:

 

(a)

 

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”)

 


 

or the status of the Employee (including in particular the Financial Services Authority (the “FSA”));

 

(b)

 

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);

 

 

(c)

 

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

 

 

(d)

 

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).

2.3

 

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.

 

3.

 

Salary.

 

3.1

 

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.

 

4.

 

Discretionary Bonus; Equity Awards.

 

4.1

 

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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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.

 

4.2

 

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 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.

 

5.

 

Expenses.

 

5.1

 

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.

 

6.

 

Pension.

 

6.1

 

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.

 

6.2

 

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.

3


 

7.

 

Private Medical, Long Term Disability, and Life Assurance.

 

7.1

 

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.

 

7.2

 

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.

 

7.3

 

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.

 

7.4

 

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.

 

8.

 

Holiday and Holiday Pay.

 

8.1

 

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.

 

9.

 

Sick Pay.

 

9.1

 

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

4


 

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.

10.

 

Termination of Employment.

 

10.1

 

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.

 

10.2

 

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:

 

10.2.1

 

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

 

 

10.2.2

 

for any period not exceeding the applicable notice period after either party has given notice of termination of employment;

 

 

 

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.

 

10.3

 

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

5


 

 

 

(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.

 

10.4

 

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.

 

10.5

 

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 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

 

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.

 

11.

 

Confidential Information.

 

11.1

 

“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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