EX-10.2.1: RESTRICTED STOCK AGREEMENT

Exhibit 10.2.1

GLG PARTNERS, INC.

To:		Alejandro San Miguel
Date:		November 5, 2007

          In accordance with a determination of the Compensation Committee of the Board of Directors of GLG Partners, Inc. (the “Company”) on November 2, 2007 (the “Grant Date”), 253,631 shares (“Restricted Stock”) of Common Stock of the Company have been granted to you as Restricted Stock pursuant to Sub-Plan A (the “Sub-Plan”) of the Company’s 2007 Long-Term Incentive Plan (the “Plan”). For purposes of this agreement (the “Restricted Stock Agreement”), your Restricted Stock grant consists of Group A Restricted Stock (105,263 shares), Group B Restricted Stock (74,184 shares) and Group C Restricted Stock (74,184 shares). Capitalized terms used in this Restricted Stock Agreement but not otherwise defined shall have the meanings assigned to such terms in the Plan or the Sub-Plan.

          The shares of Restricted Stock have been granted to you on the Grant Date upon the following terms and conditions:

1.

Definitions

	(a)		“Acquisition Closing Date” means November 2, 2007.
	(b)		“Cause” shall be deemed to exist if you at any time:

	(i)		are guilty of gross misconduct, or commit a material breach of the Employment Agreement; or
	(ii)		are in breach of regulatory requirements or internal compliance rules of the Company or its Subsidiaries that are applicable to you; or
	(iii)		have your standing as an attorney who is a member of the bar of the State of New York suspended, disqualified, or otherwise terminated; or
	(iv)		are investigated (which includes any informal or formal stage in any administrative, investigative, enforcement, adjudicative, disciplinary, or judicial investigation or proceeding, but excludes any such investigation or proceeding the subject of which is the Company or a Subsidiary and not you) by the Securities Exchange Commission in the United States, the Financial Services Authority in the United Kingdom, or another government agency or regulatory body in any relevant jurisdiction, in each case for a potential violation of insider trading rules, the Financial Services Authority’s Principles for Businesses, including, without limitation, Principle 1, or any similar rule governing the financial services business; provided that, if such investigation has been completed and results in a finding of no violation by you, then, to the extent that the Company or a Subsidiary has not yet exercised its right to terminate you

			with Cause as a result of such investigation, such investigation will no longer be grounds for the Company or a Subsidiary to terminate you with Cause; or
	(v)		are guilty of gross negligence in connection with or affecting the business or affairs of the Company or its Subsidiaries for which you are required to perform duties; or
	(vi)		are guilty of conduct that brings or is likely to bring you, the Company or any Subsidiary into disrepute; or
	(vii)		are convicted of, or plead no contest to, a criminal offense other than a traffic-related offense for which a non-custodial penalty is imposed.

          Notwithstanding the foregoing, no action or inaction will be deemed to constitute “Cause” unless: (i) the Company gives reasonably detailed, written notice to you of the action or inaction alleged to constitute “Cause”; (ii) to the extent that such action or inaction can be cured, you are provided with thirty (30) days in which you may cure any such action or inaction that would otherwise constitute “Cause”; and (iii) you fail to cure such action or inaction during the thirty-day cure period, in which case your employment will be deemed to have terminated upon the expiration of such cure period unless the parties agree in writing to a different termination date.

          Notwithstanding anything in this Restricted Stock Agreement to the contrary, sub-clause (vi) of this paragraph 1(b) will only constitute “Cause” to the extent that your employment with the Company is terminated under sub-clause (vi) before the occurrence of a “Change of Control” (as defined in the Employment Agreement) and while Noam Gottesman serves as the Company’s Co-Chief Executive Officer or Chief Executive Officer. In all other circumstances, sub-clause (vi) will not be grounds to terminate your employment with the Company with Cause.

     (c)  “Code” means the U.S. Internal Revenue Code of 1986, and any successor statute, as it or they may be amended from time to time.

     (d)  “Disability” means any illness, injury, physical or mental disability or other incapacity which is certified and established by documented medical evidence reasonably satisfactory to the Compensation Committee of the Board of Directors as a result of which you shall fail to perform, after reasonable accommodation as required by law, the duties required of you by the Company or a Subsidiary during any six (6) consecutive months. In the event of a dispute as to whether you have a Disability, the Company may refer you to a licensed practicing physician of the Company’s choice, and you agree to submit to such tests and examinations as such physician shall deem appropriate. Notwithstanding the foregoing, the final determination that you have incurred a Disability will be made by the Company in its sole discretion.

     (e)  “Employment Agreement” shall mean that certain employment agreement between you and the Company dated as of November 2, 2007.

     (f)  “Good Reason” shall have the meaning given to such term in the Employment Agreement.

     (g)  “Non-Stock Dividends” means any dividends or distributions on or in respect of Restricted Stock, whether in cash or otherwise, other than Stock Dividends.

     (h)  “Stock Dividends” means any dividends or distributions on or in respect of Restricted Stock in the form of additional shares of Common Stock, other securities of the Company or securities of another entity.

     (i)  “Termination of Service” means (i) your termination of your employment as an employee of the Company or a Subsidiary for any reason, (ii) your termination of your services as a consultant or service provider to the Company or Subsidiary for any reason, or (iii) the Company or Subsidiary terminating your employment or services; provided that (A) death, (B) Disability, (C) a transfer from the Company to a Subsidiary or affiliate of the Company, whether or not incorporated, or vice versa, or from one Subsidiary or affiliate of the Company to another, (D) a change in status from an Employee to a Limited Partner, or vice versa, or (E) a leave of absence, duly authorized in writing by the Company, shall not be deemed a Termination of Service.

2. Earning of Restricted Stock

          You shall be deemed to have earned the Restricted Stock subject to this Restricted Stock Agreement as follows:

      Group A Restricted Stock

	•		25% on the first anniversary of the Grant Date;
	•		25% on the second anniversary of the Grant Date;
	•		25% on the third anniversary of the Grant Date; and
	•		25% on the fourth anniversary of the Grant Date.

      Group B Restricted Stock

	•		25% on the second anniversary of the Grant Date;
	•		25% on the third anniversary of the Grant Date;
	•		25% on the fourth anniversary of the Grant Date; and
	•		25% on the fifth anniversary of the Grant Date.

      Group C Restricted Stock

	•		25% on the third anniversary of the Grant Date;
	•		25% on the fourth anniversary of the Grant Date;
	•		25% on the fifth anniversary of the Grant Date; and

•

25% on the sixth anniversary of the Grant Date.

          Notwithstanding the foregoing, if one of the following events occurs earlier, then you shall be deemed to have earned 100% of the Restricted Stock subject to this Restricted Stock Agreement on the date of occurrence of such event: (a) your death or Disability; (b) Noam Gottesman no longer serving as Co-Chief Executive Officer or Chief Executive Officer of the Company, unless Noam Gottesman is no longer so serving due to his death or disability; or (c) the occurrence of a Change of Control (as defined in the Employment Agreement) and at any time thereafter the occurrence of Termination of Service either (i) because the Company has terminated your employment with the Company without Cause or (ii) by you for Good Reason. The accelerated earning of the Restricted Stock set forth in clause (c) of this paragraph is subject to the limitations and conditions set forth in Sections 8.7 and 8.9 of the Employment Agreement.

3. Retention of Certificates for Restricted Stock

          Certificates for the Restricted Stock and any Stock Dividends shall be delivered to and held by the Company, or shall be held in book-entry form subject to the Company’s instructions, until you shall have earned the Restricted Stock in accordance with the provisions of paragraph 2. To facilitate implementation of the provisions of this Restricted Stock Agreement, you undertake to sign and deposit with the Company’s Office of the Secretary (i) a Stock Transfer Power in the form of Attachment 1 hereto with respect to the Restricted Stock; (ii) a Dividend Order (with respect to Stock Dividends) in the form of Attachment 2 hereto; and (iii) such other documents appropriate to effectuate the purpose and intent of this Restricted Stock Agreement as the Company may reasonably request from time to time.

4. Non-Stock Dividends

          Non-Stock Dividends on the Restricted Stock held by you shall be paid to you as and when declared and paid by the Company, subject to applicable withholding. You shall not be entitled to any Dividend Equivalents in respect of Restricted Stock subject to this Restricted Stock Agreement.

5. Voting Rights

          Notwithstanding the retention by the Company of certifi