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FORM OF INDEMNITY AGREEMENT

Indemnification Agreement

FORM OF INDEMNITY AGREEMENT | Document Parties: GLG Partners, Inc You are currently viewing:
This Indemnification Agreement involves

GLG Partners, Inc

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Title: FORM OF INDEMNITY AGREEMENT
Governing Law: Delaware     Date: 11/8/2007
Industry: Misc. Financial Services     Sector: Financial

FORM OF INDEMNITY AGREEMENT, Parties: glg partners  inc
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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 Company’s 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 Company’s 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 Company’s 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 Indemnitee’s 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 Indemnitee’s 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 Indemnitee’s 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 indem

 
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