Common use of Rule 14d-10 Clause in Contracts

Rule 14d-10. The Parties acknowledge that certain payments have been made or are to be made and certain benefits have been granted or are to be granted according to employment compensation, severance and other employee benefit plans of the Company, including the GFI Stock Plans and the GFI Benefit Plans, to certain holders of Shares and holders of other equity interests of the Company (“Covered Securityholders”) as compensation for past services performed, future services to be performed or future services to be refrained from performing by the Covered Securityholders (and matters incidental thereto) and are not calculated based on the number of Shares tendered or to be tendered into the Offer by the applicable Covered Securityholder. Prior to the expiration of the Offer, GFI (acting through GFI Board or its compensation committee) (i) at a meeting duly called and held will adopt resolutions approving as an “employment compensation, severance or other employee benefit arrangement” within the meaning of Rule 14d-10(d)(1) under the Exchange Act (A) each GFI Benefit Plan, including each GFI Stock Plan, (B) the treatment of the GFI RSUs in accordance with the terms set forth herein, the applicable GFI Stock Plan and any applicable GFI Benefit Plans, (C) the arrangements described in Exhibits D, E, F, G and H that have been or will be entered into after the date of this Agreement by GFI, BGCP or any of their respective Affiliates with current or future directors, officers or employees of GFI or its Subsidiaries and (ii) will take all other actions necessary to satisfy the requirements of the non-exclusive safe harbor under Rule 14d-10(d) under the Exchange Act with respect to the foregoing arrangements.