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Exhibit 10.1.1
FORM OF INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this Agreement) is made and entered into as of
, 2007, by and between GLG Partners, Inc., a Delaware corporation (the
Company), and [Name] (Indemnitee).
RECITALS
WHEREAS, the Company recognizes that competent and experienced individuals are increasingly
reluctant to serve or continue to serve as directors, officers, senior management or other Agents
of corporations unless they are protected by comprehensive liability insurance or indemnification,
or both, due to increased exposure to litigation costs and risks resulting from their service to
such corporations, and due to the fact that the exposure frequently bears no reasonable
relationship to the compensation of such directors and officers;
WHEREAS, Article B of the Companys Amended and Restated Certificate of Incorporation requires
the Company to indemnify its directors, officers, employees and agents to the fullest extent
permitted by the Delaware General Corporation Law (the DGCL), and the Amended Bylaws of the
Company expressly provide that the indemnification provisions set forth therein are not exclusive,
and contemplate that contracts may be entered into between the Company and its Agents with respect
to indemnification;
WHEREAS, the Company and its Subsidiaries operate in a regulated industry and in order to
induce and encourage highly experienced and capable individuals to serve as officers, directors,
senior management or other Agents of the Company, its Subsidiaries and certain other entities
(including the funds managed by Subsidiaries) to take the business risks necessary for the success
of the Company and to otherwise promote the desirable end that such persons will resist what they
consider unjustifiable lawsuits and claims made against them in connection with good faith
performance of their duties to the Company, its Subsidiaries and certain other entities (including
the funds managed by Subsidiaries) secure in the knowledge that certain expenses, costs and
liabilities incurred by them in their defense of such litigation will be borne by the Company and
that they will receive the maximum protection against such risks and liabilities as may be afforded
by law, the Board of Directors of the Company (the Board) has determined, after due consideration
and investigation of the terms and provisions of this Agreement and the various other options
available to the Company and Indemnitee in lieu hereof, that contractual indemnification as set
forth herein is not only reasonable and prudent but necessary to promote and ensure the best
interests of the Company and its stockholders;
WHEREAS, the Company desires and has requested Indemnitee to serve or continue to serve as a
director, officer, senior manager or other Agent of the Company; and
WHEREAS, Indemnitee is willing to serve, continue to serve or provide additional service as a
director, officer, senior manager or other Agent of the Company based on the expectation that he or
she is furnished the indemnity provided for herein.
NOW, THEREFORE, in consideration of the above premises and the mutual covenants and agreements
set forth herein, the parties hereby agree as follows:
Section 1. Definitions. As used in this Agreement:
(a) Acquisition Closing Date means November 2, 2007.
(b) Agent of the Company shall include any person who is or was a director, officer,
employee or agent of the Company, a Subsidiary, a predecessor corporation of the Company or
an Employee Benefit Plan, or is or was a person authorized by the Company to act for the
Company as a director, officer, employee or agent of another corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan, fund or other
enterprise (including of Sage Summit Ltd. and Mount Garnet Limited, as general partners of
Sage Summit LP and Lavender Heights Capital LP, respectively, and of Mount Granite Limited
and Mount Garnet Limited, as managing members of Laurel Heights LLP and Lavender Heights
LLP, respectively), at the request of, for the convenience of or to represent the interests
of the Company or a Subsidiary.
(c) Applicable Threshold means the greater of (i) 25% of the then Outstanding Voting
Securities or (ii) the then Outstanding Voting Securities beneficially owned by the
Principals (including by their respective families, Trusts, partnerships and charitable
foundations controlled by any of the Principals), as the case may be.
(d) Bylaws means the Bylaws of the Company, as amended.
(e) Certificate of Incorporation means the certificate of incorporation of the
Company, as amended.
(f) A Change in Control shall be deemed to occur upon the earliest to occur after the
date hereof of any of the following events:
(i) Acquisition of Stock by Third Party. (i) the acquisition or ownership
after the Acquisition Closing Date by any individual, entity or group (within the
meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act) (each, a Person) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of the combined voting power of the then Outstanding Voting Securities
in excess of the Applicable Threshold; provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a Change of Control:
(1) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or a Subsidiary, (2) any acquisition pursuant to the
exchange of Exchangeable Class B Ordinary Shares of FA Sub 2 Limited for shares of
Stock or (3) any acquisition pursuant to a transaction that complies with clauses
clauses (A), (B) and (C) of subsection (iii) of this paragraph (f).
(ii) Change in Board of Directors. Individuals who, as of the Acquisition
Closing Date, constitute the Board of Directors (the Incumbent Board) cease for
any reason to constitute at least a majority of the Board of Directors; provided,
however, that any individual becoming a director subsequent to that date whose
election, or nomination for election by the Companys stockholders, was approved by
a vote of at least a majority of the directors then comprising the
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Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board;
(iii) Corporate Transactions. The consummation of a reorganization, merger or
consolidation, or sale or other disposition of all or substantially all of the
assets of the Company, or the acquisition of assets of another entity (a Corporate
Transaction), in each case, unless, following such Corporate Transaction, (A) all
or substantially all of the individuals and entities who were the beneficial owners
of the Outstanding Voting Securities immediately prior to such Corporate Transaction
beneficially own, directly or indirectly, more than 50% of the combined voting power
of the then outstanding voting securities entitled to vote generally in the election
of directors of the corporation resulting from such Corporate Transaction
(including, without limitation, a corporation that as a result of such transaction
owns the Company or all or substantially all of the Companys assets either directly
or through one or more subsidiaries) in substantially the same proportions as their
ownership of the Outstanding Voting Securities immediately prior to such Corporate
Transaction, (B) no Person (excluding any employee benefit plan (or related trust)
of the Company, a Subsidiary or such corporation resulting from such Corporate
Transaction) beneficially owns, directly or indirectly, the combined voting power of
the then outstanding voting securities in excess of the greater of (x) 25% of the
outstanding voting securities or (y) the number of outstanding voting securities
beneficially owned by the Principals (including their respective families, Trusts,
partnerships and charitable foundations controlled by any of the Principals), in
each case, with respect to the corporation resulting from such Corporate
Transaction, except to the extent that such ownership existed in the Company prior
to the Corporate Transaction, and (C) at least a majority of the members of the
board of directors of the corporation resulting from such Corporate Transaction were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board of Directors, providing for such Corporate
Transaction; or
(iv) Liquidation. Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
(g) Company shall include, without limitation and in addition to the resulting
corporation, any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees or agents,
so that any person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall stand in the same position under the
provisions of this Agreement with respect to the resulting or surviving corporation as he or
she would have with respect to such constituent corporation if its separate existence had
continued.
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(h) Disinterested Director means a director of the Company who is not and was not a
party to any Proceeding in respect of which indemnity is sought by Indemnitee.
(i) Employee Benefit Plan means any employee benefit plan of the Company or any of
its Subsidiaries for the benefit of their employees, service providers, non-employee
directors and/or limited partners, including the GLG Equity Participation Plan, the GLG
Limited Partner Profit Share Arrangement, the 2007 Restricted Stock Plan and the 2007
Long-Term Incentive Plan.
(j) Exchange Act means the Securities Exchange Act of 1934, as amended.
(k) Expenses shall be broadly and reasonably construed and shall include all direct
and indirect costs actually and reasonably incurred of any type or nature whatsoever
including, without limitation, (i) all attorneys fees, retainers, court costs, transcripts,
fees of experts, witness fees, travel expenses (including food and lodging expenses while
traveling), duplicating costs, printing and binding costs, telephone charges, postage,
delivery service, freight or other transportation fees and expenses and related
disbursements and (ii) all other disbursements and out-of-pocket costs, actually and
reasonably incurred by Indemnitee in connection with either the investigation, defense or
appeal of a Proceeding (including, without limitation, the costs of any surety or other bond
that may be required of Indemnitee pending the defense or appeal of a Proceeding) or
establishing or enforcing a right to indemnification or advancement of expenses under this
Agreement, the DCGL or otherwise. The term Expenses shall not include taxes except to the
extent taxes are imposed in respect of payments otherwise made pursuant to this Agreement,
in which case such Indemnitees Expenses shall include an amount not greater than the net
taxes payable (taking into account any deductions, credits or other tax benefits available
to such Indemnitee as a result of the Expenses in respect of which such payment is made and
the payment of the taxes imposed in respect of such payment) (such amount, a Gross-Up
Payment). Any Gross-Up Payment will be made to Indemnitee no later than the end of the
calendar year following the year in which Indemnitee pays the related taxes that are being
grossed-up.
(l) GLG Equity Participation Plan means the plan established in March 2007 pursuant
to which certain holders of direct or indirect limited partnership interests in GLG Partners
LP and GLG Partners Services LP are entitled to receive in the aggregate 15% of the total
consideration to be paid in the acquisition by the Company of GLG Partners LP and its
affiliated entities.
(m) GLG Limited Partner Profit Share Arrangement means the arrangement established in
June 2006 pursuant to which certain individuals provide services to GLG Partners LP and/or
GLG Partners Services LP as holders of direct or indirect limited partnership interests in
GLG Partners LP and GLG Partners Services LP and are entitled to receive fixed, variable
and/or discretionary profit share interests in the profits of GLG Partners LP and GLG
Partners Services LP.
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(n) Independent Counsel means a law firm, member of a law firm, or attorney that is
(i) experienced in matters of corporation law; (ii) neither presently is, nor in the past
year has been, retained to represent: the Company, Indemnitee, any affiliate of the Company
or any other party to the Proceeding giving rise to a claim for indemnification hereunder in
any matter material to any such party; and (iii) would not, under the applicable standards
of professional conduct then prevailing, have a conflict of interest in representing either
the Company or Indemnitee in an action to determine Indemnitees rights under this
Agreement.
(o) Outstanding Voting Securities means the outstanding voting securities of the
Company entitled to vote generally in the election of directors.
(p) Principals means Noam Gottesman, Pierre Lagrange and Emmanuel Roman.
(q) Proceeding shall include any overtly threatened (in writing), pending or
completed action, suit or proceeding, whether brought by or in the name of the Company or
otherwise, and whether of a civil, criminal, administrative, regulatory, arbitral or
investigative nature including, but not limited to, actions, suits, arbitrations,
mediations, discovery requests, investigations (including internal investigations), formal
or informal investigations by a government agency, or any other proceedings, in which
Indemnitee may be or may have been involved as a party, a witness or otherwise, by reason of
the fact that Indemnitee is or was an Agent of the Company, by reason of any action taken by
him or her or of any inaction on his or her part while acting as an Agent whether or not he
or she is serving in such capacity at the time any Expense is incurred for which
indemnification or reimbursement can be provided under this Agreement; provided, however,
that except with respect to an action to enforce the right to indemnification or advancement
of expenses under this Agreement, the DGCL or otherwise or a right to D&O Insurance (as
defined in Section 8), Proceeding shall not include any action, suit or proceeding
instituted by or at the direction of Indemnitee, unless such action, suit or proceeding is
or was authorized by the Board.
(r) Subsidiary shall mean any corporation or other entity of which a majority of the
voting power of the voting equity securities or equity interests is owned, directly or
indirectly, by the Company.
(s) Trust means any trust of which any of the Principals is the settlor or of which
any of the Principals and/or any of the members of their family are beneficiaries, including
the Gottesman GLG Trust, the Lagrange GLG Trust and the Roman GLG Trust.
(t) References to other enterprises shall include, without limitation, Employee
Benefit Plans; references to judgments shall include, without limitation, any award of
punitive damages; references to fines shall include, without limitation, any excise tax
assessed with respect to any Employee Benefit Plan; and reference to at the request of the
Company or a Subsidiary shall include any service as a director, officer, employee
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or agent with respect to any Employee Benefit Plan, its member, participants and/or
beneficiaries.
(u) Any person who serves an Agent with respect to any Employee Benefit Plan, its
members, participants and/or beneficiaries and acts in good faith and in a manner he or she
reasonably believes to be in the interest of the members, participants and/or beneficiaries
of such Employee Benefit Plan, shall be deemed to have acted in a manner not opposed to the
best interests of the Company as referred to in this Agreement.
Section 2. Indemnification and Contribution. The Company shall indemnify Indemnitee to the
fullest extent permitted by Delaware law as in effect on the date hereof or as Delaware law may
from time to time be amended (but, in the case of any such amendment, only to the extent such
amendment permits the Company to provide broader indemnification rights than Delaware law permitted
the Company to provide before such amendment). Such indemnification shall include, without
limitation, the following:
(a) Indemnity in Third Party Proceedings. The Company shall indemnify Indemnitee if
Indemnitee was or is a party to or is threatened to be made a party to or otherwise involved
in any Proceeding (other than a Proceeding by or in the name of the Company to procure a
judgment in its favor) by reason of the fact that he or she is or was an Agent of the
Company or by reason of any action or inaction by him or her in any such capacity, against
all Expenses, judgments, fines, penalties and amounts paid in settlement (including all
interest, assessments and other charges paid or payable in connection with or in respect of
such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and
reasonably incurred by Indemnitee in connection with the investigation, defense, settlement
or appeal of such Proceeding; provided that such indemnification shall only be provided if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company, and with respect to any criminal
Proceeding, had no reasonable cause to believe that Indemnitees conduct was unlawful.
(b) Indemnity in Derivative Actions. The Company shall indemnify Indemnitee if
Indemnitee was or is a party to or threatened to be made a party to or otherwise involved in
(as a witness or otherwise) any Proceeding by or in the name of the Company to procure a
judgment in its favor by reason of the fact that Indemnitee was or is an Agent of the
Company or by reason of any action or inaction by him or her in any such capacity, against
all Expenses actually and reasonably incurred by Indemnitee in connection with the
investigation, defense, settlement or appeal of such Proceeding; provided that such
indemnification shall only be provided if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company;
and provided, further, that no such indemnification shall be made in respect of any claim,
issue or matter as to which Indemnitee shall have been finally adjudged by a court to be
liable to the Company unless, and only to the extent that, the Delaware Court of Chancery or
the court in which such Proceeding was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the
Delaware Court of Chancery or such other court shall deem proper.
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(c) Partial Indemnification. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee has been successful on the merits or otherwise in defense of any
Proceeding or in defense of any claim, issue or matter therein, in whole or in part,
Indemnitee shall be indemnified against Expenses actually and reasonably incurred in
connection therewith. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all claims, issues
or matters in such Proceeding, the Company shall indemnify and hold harmless Indemnitee
against all Expenses actually and reasonably incurred by him or on his behalf in connection
with each successfully resolved claim, issue or matter. For purposes of this Agreement and
without limiting the foregoing, if any Proceeding is disposed of, on the merits or otherwise
(including a disposition without prejudice), without (i) the disposition being adverse to
Indemnitee, (ii) an adjudication that Indemnitee was liable to the Company, (iii) a plea of
guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in
good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company and (v) with respect to any criminal Proceeding, an
adjudication that Indemnitee had reasonable cause to believe Indemnitees conduct was
unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly
successful with respect thereto.
If Indemnitee is entitled under any provision of this Agreement to indemnification by
the Company for some or a portion of the Expenses, judgments, fines or amounts paid in
settlement incurred by him in the investigation, defense, settlement or appeal of a
Proceeding but not entitled, however, to indemnification for the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee
is entitled.
(d)






