GLG PARTNERS, INC. 2007 LONG-TERM INCENTIVE PLAN U.S. RESTRICTED STOCK AGREEMENT
Exhibit
4.5
To: Date: |
[Name] [Date] |
In accordance with a determination of the Compensation Committee of the Board of Directors of
GLG Partners, Inc. (the “Company”) on [Date] (the “Grant Date”), [Shares] 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”).
Capitalized terms used in this agreement (the “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) “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.
(b) “Disability” means any illness, injury, physical or mental impairment, or other incapacity
that 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 essential 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 (i) agree to submit to such tests and examinations as such physician
shall deem appropriate and to share copies of the results of such tests and examinations, and the
physician’s related conclusions, with the Company, (ii) authorize such physician to share and
discuss with the Company the results of such tests and examinations and the physician’s related
conclusions, and (iii) agree to sign any separate authorization that the selected physician or the
Company may require in order to give affect to the disclosure obligations contained in this
sentence. Notwithstanding the foregoing, the final determination that you have incurred a
Disability will be made by the Company in its sole discretion.
(c) “Non-Stock Dividends” means any dividends or distributions on or in respect of Restricted
Stock, whether in cash or otherwise, other than Stock Dividends.
(d) “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.
(e) “Termination of Service” means the termination of your service as a director of the
Company for any reason; provided, that (A) death or (B) Disability 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; provided, that unearned Restricted Stock may be forfeited in accordance with
paragraph 7:
| • | 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. |
Notwithstanding the foregoing, if one of the following events occurs earlier, and prior to
forfeiture under paragraph 7, 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: your death or
Disability.
Once earned, all restrictions attaching to the Restricted Stock shall cease to apply and the
Restricted Stock shall cease to be forfeitable and can be transferred subject to the applicable
provisions of the Securities Act of 1933, as amended (the “Securities Act”).
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.
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5. Voting Rights
Notwithstanding the retention by the Company of certificates (or the right to give
instructions with respect to shares held in book-entry form) for the Restricted Stock and any Stock
Dividends, you shall be entitled to vote the Restricted Stock and any Stock Dividends held by the
Company in accordance with paragraph 3, unless and until such shares have been forfeited in
accordance with paragraph 7.
6. Delivery of Earned Restricted Stock
As promptly as practicable after you shall have been deemed to have earned the Restricted
Stock in accordance with paragraph 2, the Company shall deliver to you (or in the event of your
death, to your estate or any person who acquires your interest in the Restricted Stock by bequest
or inheritance) the Restricted Stock earned, together with any Stock Dividends earned then held by
the Company (or subject to its instructions).
7. Forfeiture of Unearned Restricted Stock and Stock Dividends
Notwithstanding any other provision of this Restricted Stock Agreement, (a) if at any time it
shall become impossible for you to earn any of the Restricted Stock in accordance with this
Restricted Stock Agreement, or (b) unless determined otherwise by the Compensation Committee of the
Board of Directors, in the event of a Termination of Service (other than as provided in paragraph
2), all unearned Restricted Stock, together with any Stock Dividends relating to the unearned
stock, then being held by the Company (or subject to its instructions) in accordance with paragraph
3 shall be forfeited, and you shall have no further rights of any kind or nature with respect
thereto. Upon any such forfeiture, the Restricted Stock, together with any Stock Dividends relating
to the unearned Restricted Stock, shall be transferred to the Company.
8. Transferability
Except as otherwise provided in the Sub-Plan, this grant is not transferable by you and the
Restricted Stock, any Non-Stock Dividends and any Stock Dividends shall be deliverable, during your
lifetime, only to you.
9. Withholding
The Company shall have the right, in connection with the delivery of the Restricted Stock and
any Non-Stock Dividends and Stock Dividends (and interest thereon) subject to this Restricted Stock
Agreement, (i) to deduct from any payment otherwise due by the Company to you or any other person
receiving delivery of the Restricted Stock and any Non-Stock Dividends and Stock Dividends (and
interest thereon) an amount equal to the taxes and social security required to be withheld by law
with respect to such delivery, (ii) to require you or any other person receiving such delivery to
pay to it an amount sufficient to provide for any such taxes and social security so required to be
withheld or (iii) to sell for fair market value such number of the Restricted Stock and any Stock
Dividends as may be necessary so that the net proceeds of such sale shall be an amount sufficient
to provide for any such taxes and social security so required to be withheld. Notwithstanding the
foregoing, in the event that you make an
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effective election pursuant to Section 83(b) of the Code with respect to the Restricted Stock
or any Stock Dividends, the Company shall require you to deliver to the Company concurrently with
such election, (1) a copy of the election, and (2) payment of the amount that is equal to the taxes
required to be withheld pursuant to such election.
10. No Obligation to Register
The Company shall be under no obligation to register the resale of Restricted Stock or any
Stock Dividends pursuant to the Securities Act or any other U.S. federal or state securities laws.
The Company shall not be obligated to deliver any shares until they have been listed (or authorized
for listing upon official notice of issuance) upon each stock exchange upon which are listed
outstanding shares of the same class as that of the shares subject to this award and until there
have been compliance with such laws and regulations as the Company may deem applicable.
11. Restrictive Legends
Until you have earned the shares of Restricted Stock subject to this Restricted Stock
Agreement, certificates representing shares of Restricted Stock or confirmation and account
statements relating to shares of Restricted Stock in book-entry form shall bear the restrictive
legends in the form of Attachment 3 hereto.
12. Protections Against Violations of Agreement
No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift,
transfer in trust (voting or other) or other disposition of, or creation of a security interest in
or lien on, any of the Restricted Stock by any holder thereof in violation of the provisions of
this Restricted Stock Agreement will be valid, and the Company will not transfer any of said
Restricted Stock on its books nor will any such Restricted Stock be entitled to vote, nor will any
distributions be paid thereon, unless and until there has been full compliance with said provisions
to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu
of any other remedies, legal or equitable, available to enforce said provisions.
13. Failure to Enforce Not a Waiver
The failure of the Company to enforce at any time any provision of this Restricted Stock
Agreement shall in no way be construed to be a waiver of such provision or of any other provision
hereof.
14. Survival of Terms
This Restricted Stock Agreement shall apply to and bind you, the Company and your and its
respective permitted assignees and transferees, heirs, legatees, executors, administrators and
legal successors.
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15. Counterparts
This Restricted Stock Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall be deemed to be one and the same
instrument.
16. Severability
Should any provision of this Restricted Stock Agreement be held by a court of competent
jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect
the validity of the remainder of this Restricted Stock Agreement, the balance of which shall
continue to be binding upon the parties hereto with any such modification (if any) to become a part
hereof and treated as though contained in this original Restricted Stock Agreement. Moreover, if
one or more of the provisions contained in this Restricted Stock Agreement shall for any reason be
held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable,
in lieu of severing such unenforceable provision, such provision or provisions shall be construed
by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the
maximum extent compatible with the applicable law as it shall then appear, and such determination
by such judicial body shall not affect the enforceability of such provisions or provisions in any
other jurisdiction.
17. Acceptance
You have read and understand the terms and provisions of this Restricted Stock Agreement, and
accept the Restricted Stock subject to all the terms and conditions of the Plan, the Sub-Plan and
this Restricted Stock Agreement. You may obtain copies of the Plan or Sub-Plan from the Company
upon request. You hereby agree to accept as binding, conclusive and final all decisions or
interpretations of the Compensation Committee of the Board of Directors upon any questions arising
under this Restricted Stock Agreement. Please sign your name in the space provided on this
Restricted Stock Agreement and deliver it to Xxxxxxxxx San Xxxxxx, General Counsel and Corporate
Secretary of the Company, at 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, on or before the 15th
day after the date of this Restricted Stock Agreement (subject to any reasonable extension that the
Company may provide), together with the attached Stock Power and Dividend Order. If the Company
does not have your properly signed copy of this Restricted Stock Agreement, Stock Power and
Dividend Order in hand before the close of business on the 15th day after the date of this
Restricted Stock Agreement (subject to any reasonable extension that the Company may provide),
then, anything in this Restricted Stock Agreement to the contrary notwithstanding, your right to
receive the award will terminated and be of no effect.
18. Applicable Law
This Restricted Stock Agreement and the Company’s obligation to deliver Restricted Stock and
any Stock Dividends and Non-Stock Dividends (and interest thereon) hereunder shall be governed by
and construed and enforced in accordance with the laws of the State of Delaware and the Federal law
of the United States applicable to contracts made and to be performed entirely within the State of
Delaware, without regard to the conflicts of law principles of such State.
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| GLG PARTNERS, INC. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| Accepted and agreed as of the date set forth above. | ||||
[Name] |
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Address: |
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Social Security No: |
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Attachment 1
STOCK TRANSFER POWER SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, I, [Name] , hereby sell, assign and transfer unto GLG Partners, Inc.
(GLG) (i) the shares (the Shares) of the Common Stock of GLG standing in my name on
the books of GLG represented in book-entry form or by Certificate No. herewith,
granted to me on [Date], as Restricted Stock under GLG’s 2007 Long-Term Incentive Plan, and (ii)
any additional shares of GLG’s Common Stock, other securities issued by GLG or securities of
another entity (Stock Dividends) distributed, paid or payable on or in respect of the Shares and
Stock Dividends during the period the Shares and Stock Dividends are held by GLG pursuant to a
certain Restricted Stock Agreement dated [Date] with respect to the Shares; and I do hereby
irrevocably constitute and appoint , attorney with full power of
substitution in the premises to transfer the Shares on the books of GLG.
Dated:
Attachment 2
Send To: |
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DIVIDEND ORDER
| Date: | ||||||
Until this order shall be revoked in writing by the undersigned with the written consent of
the Secretary or an Assistant Secretary of GLG Partners, Inc. (“GLG”), please comply with the
following instructions:
1. All dividends or other distributions in the form of additional shares of Common Stock, other
securities of GLG or securities of another company (“Stock Dividends”) paid or made on all shares
of Restricted Stock of GLG awarded to the undersigned under the 2007 Long-Term Incentive Plan and
all rights, notices and other communications (other than proxy statements and proxies) pertaining
to the Restricted Stock are to be registered, payable and/or mailed as follows:
| [Name] | ||
| c/o GLG Partners, Inc. | ||
| 000 Xxxx Xxxxxx, 00xx Xxxxx | ||
| Xxx Xxxx, XX 00000 | ||
| Social Security No.: |
2. All proxy statements, proxies and related materials pertaining to the above account are to be
mailed to the undersigned at the following address:
| [Name] | ||||
3. All cash dividends pertaining to the Restricted Stock will be sent by check to the address set
forth in paragraph 2 above, unless you indicate an alternative address or request a wire transfer
in lieu of a check below:
| A. | Alternative Address |
| Address: | ||||||
| B. | Wire Instructions* |
| Bank Name: | ||||||
| Bank Address: | ||||||
| ABA No. or SWIFT No.: | ||||||
| Account No.: | ||||||
| Bank Contact: | ||||||
| Bank Tel. No.: | ||||||
| * | Please note that an administrative fee may be charged by the transfer agent and/or your bank for wire transfers. |
THIS ORDER MUST BE SIGNED BY ALL REGISTERED OWNERS:
| Name: [Name] | ||||
| SIGNATURE(S) GUARANTEED: GLG PARTNERS, INC. |
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By: |
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| Title: | ||||
Attachment 3
Certificates of common stock of the Company shall have impressed on, printed on, written on or
otherwise affixed to them the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON
TRANSFER (THE “RESTRICTIONS”) AS SET FORTH IN THE GLG PARTNERS, INC. 2007 LONG-TERM
INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED
OWNER AND GLG PARTNERS, INC. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE
RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR
OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN THE FORFEITURE OF
SUCH SHARES AS PROVIDED BY SUCH PLAN AND AGREEMENT.
Confirmations and account statements sent to holders of shares of common stock of the Company in
book-entry form shall have impressed on, printed on, written on or otherwise affixed to them
substantially the following legend:
THE SHARES OF COMMON STOCK TO WHICH THIS STATEMENT RELATES ARE SUBJECT TO CERTAIN
RESTRICTIONS UPON TRANSFER (THE “RESTRICTIONS”) AS SET FORTH IN THE GLG PARTNERS, INC. 2007
LONG-TERM INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND GLG PARTNERS, INC. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN
CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE,
HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT AND SHALL RESULT IN
THE FORFEITURE OF SUCH SHARES AS PROVIDED BY SUCH PLAN AND AGREEMENT.
