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page 2 EMPLOYMENT AGREEMENT (this “Agreement”) with MF Global Holdings Ltd., a Delaware corporation (“MF Global”)
(d) Other Activities. During your employment, you will not render any business, commercial or professional services to any non-member of the MF Global Group, except as permitted pursuant to this Section 3(d). However, you may (1) serve, without Board approval, on civic, educational or charitable boards or committees and, with the prior written approval of the Board or committee of the Board, as appropriate, on other corporate boards or committees (including those boards or committees for which approval previously was granted for those boards and committees as set forth in the Schedule), (2) manage personal investments, or (3) teach at educational institutions, deliver lectures or fulfill speaking engagements, so long as the activities in clauses (1) through (3) above do not significantly interfere with your performance of your responsibilities under this Agreement. It is understood and agreed that, as you have requested and we consent, you may act as an operating partner of J.C. Flowers & Co. LLC (“JCF”) (or in any comparable capacity on behalf of JCF), subject to the terms and conditions of this Agreement and so long as the activities as such operating partner (or in any such comparable capacity) do not significantly interfere with your performance of your responsibilities under this Agreement. The Board or an appropriate committee of the Board has reviewed and approved the provisions of this Agreement permitting your JCF relationship. It is further understood and agreed that, in serving as an officer and/or director of MF Global, you are not doing so as a representative or designee of JCF. You agree that, except as provided in this Section 3(d) and Section 3(e), nothing in this Agreement shall relieve you of any duties (including fiduciary duties and duties of confidentiality) you may owe to the MF Global Group or its stockholders by reason of your service as an officer or director of MF Global.
(e) Corporate Opportunities.
(1)
In the event you acquire knowledge from JCF (and not from the MF Global Group) of a potential transaction or other business opportunity which may be a corporate opportunity for the MF Global Group, (A) you shall have no duty to communicate or present such business opportunity to the MF Global Group and (B) you shall not be liable to the MF Global Group or, to the maximum extent permitted from time to time under the law of the State of Delaware, its stockholders for failing to present such corporate opportunity to the MF Global Group, whether under a breach of any fiduciary duty theory, by reason of the fact that JCF pursues or acquires such corporate opportunity for itself or otherwise. To the maximum extent permitted from time to time under the law of the State of Delaware, MF Global renounces any interest or expectancy of the MF Global Group in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to you by JCF (and not by the MF Global Group) or in which you acquire knowledge through your association with JCF (and not through your association with the MF Global Group).
(2) In the event that you acquire knowledge from JCF (and not from the MF Global Group) of a potential transaction or other business opportunity which may be a corporate opportunity for both JCF and the MF Global Group, you: (i) to the maximum extent not prohibited from time to time under the law of the State of Delaware, shall have fully satisfied and fulfilled your fiduciary duties to the MF Global Group and its stockholders with respect to such corporate opportunity; (ii) shall not be liable to the MF Global Group or, to the maximum extent permitted from time to time under the law of the State of Delaware, its stockholders for breach of any fiduciary duty by reason of the fact that JCF pursues or acquires such corporate opportunity for itself or directs such corporate opportunity to another person or does not present such corporate opportunity to the MF Global Group; (iii) shall be deemed to have acted in good faith and in a manner that you reasonably believe to be in and not opposed to the best interests of the MF Global Group with respect to such corporate opportunity; and (iv) to the maximum extent not prohibited from time to time under the law of the State of Delaware, shall be deemed not to have breached your duty of loyalty to the MF Global Group or its stockholders or to have derived an improper personal benefit therefrom with respect to such corporate opportunity, if you act in good faith in a manner consistent with this Section 3(e). A corporate opportunity offered to you shall belong to the MF Global Group, unless such opportunity is offered to you or you otherwise acquire knowledge of such opportunity through your capacity as an operating partner of JCF (or in any comparable capacity on behalf of JCF) and not through the MF Global Group (or to you in your capacity as an officer or director of MF Global), in which case such opportunity shall belong to JCF and not the MF Global Group. For the purposes of this Section 3(e), “corporate opportunities” shall include, but not be limited to, business opportunities which are, from their nature, in the line of the MF Global Group’s business, are of practical advantage to it. For purposes of this Section 3(e), the “line of the MF Global Group’s business” at any time shall mean the business as a futures commission merchant, broker dealer and intermediary and other businesses in which the MF Global Group is engaged at such time.
http://www.sec.gov/Archives/edgar/data/1401106/000119312511056398/dex101.htm
page 2 EMPLOYMENT AGREEMENT (this “Agreement”) with MF Global Holdings Ltd., a Delaware corporation (“MF Global”)
(d) Other Activities. During your employment, you will not render any business, commercial or professional services to any non-member of the MF Global Group, except as permitted pursuant to this Section 3(d). However, you may (1) serve, without Board approval, on civic, educational or charitable boards or committees and, with the prior written approval of the Board or committee of the Board, as appropriate, on other corporate boards or committees (including those boards or committees for which approval previously was granted for those boards and committees as set forth in the Schedule), (2) manage personal investments, or (3) teach at educational institutions, deliver lectures or fulfill speaking engagements, so long as the activities in clauses (1) through (3) above do not significantly interfere with your performance of your responsibilities under this Agreement. It is understood and agreed that, as you have requested and we consent, you may act as an operating partner of J.C. Flowers & Co. LLC (“JCF”) (or in any comparable capacity on behalf of JCF), subject to the terms and conditions of this Agreement and so long as the activities as such operating partner (or in any such comparable capacity) do not significantly interfere with your performance of your responsibilities under this Agreement. The Board or an appropriate committee of the Board has reviewed and approved the provisions of this Agreement permitting your JCF relationship. It is further understood and agreed that, in serving as an officer and/or director of MF Global, you are not doing so as a representative or designee of JCF. You agree that, except as provided in this Section 3(d) and Section 3(e), nothing in this Agreement shall relieve you of any duties (including fiduciary duties and duties of confidentiality) you may owe to the MF Global Group or its stockholders by reason of your service as an officer or director of MF Global.
(e) Corporate Opportunities.
(1)
In the event you acquire knowledge from JCF (and not from the MF Global Group) of a potential transaction or other business opportunity which may be a corporate opportunity for the MF Global Group, (A) you shall have no duty to communicate or present such business opportunity to the MF Global Group and (B) you shall not be liable to the MF Global Group or, to the maximum extent permitted from time to time under the law of the State of Delaware, its stockholders for failing to present such corporate opportunity to the MF Global Group, whether under a breach of any fiduciary duty theory, by reason of the fact that JCF pursues or acquires such corporate opportunity for itself or otherwise. To the maximum extent permitted from time to time under the law of the State of Delaware, MF Global renounces any interest or expectancy of the MF Global Group in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to you by JCF (and not by the MF Global Group) or in which you acquire knowledge through your association with JCF (and not through your association with the MF Global Group).
(2) In the event that you acquire knowledge from JCF (and not from the MF Global Group) of a potential transaction or other business opportunity which may be a corporate opportunity for both JCF and the MF Global Group, you: (i) to the maximum extent not prohibited from time to time under the law of the State of Delaware, shall have fully satisfied and fulfilled your fiduciary duties to the MF Global Group and its stockholders with respect to such corporate opportunity; (ii) shall not be liable to the MF Global Group or, to the maximum extent permitted from time to time under the law of the State of Delaware, its stockholders for breach of any fiduciary duty by reason of the fact that JCF pursues or acquires such corporate opportunity for itself or directs such corporate opportunity to another person or does not present such corporate opportunity to the MF Global Group; (iii) shall be deemed to have acted in good faith and in a manner that you reasonably believe to be in and not opposed to the best interests of the MF Global Group with respect to such corporate opportunity; and (iv) to the maximum extent not prohibited from time to time under the law of the State of Delaware, shall be deemed not to have breached your duty of loyalty to the MF Global Group or its stockholders or to have derived an improper personal benefit therefrom with respect to such corporate opportunity, if you act in good faith in a manner consistent with this Section 3(e). A corporate opportunity offered to you shall belong to the MF Global Group, unless such opportunity is offered to you or you otherwise acquire knowledge of such opportunity through your capacity as an operating partner of JCF (or in any comparable capacity on behalf of JCF) and not through the MF Global Group (or to you in your capacity as an officer or director of MF Global), in which case such opportunity shall belong to JCF and not the MF Global Group. For the purposes of this Section 3(e), “corporate opportunities” shall include, but not be limited to, business opportunities which are, from their nature, in the line of the MF Global Group’s business, are of practical advantage to it. For purposes of this Section 3(e), the “line of the MF Global Group’s business” at any time shall mean the business as a futures commission merchant, broker dealer and intermediary and other businesses in which the MF Global Group is engaged at such time.
http://www.sec.gov/Archives/edgar/data/1401106/000119312511056398/dex101.htm
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