Exhibit 10.37
T HE B LACKSTONE G ROUP L.P.
2007 E QUITY I NCENTIVE P LAN
B LACKSTONE H OLDINGS D EFERRED U NIT A GREEMENT
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Participant:
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Date of
Grant:
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Number of Deferred Units:
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1. Grant of Deferred Units .
The Partnership hereby grants the number of deferred units (the
“ Deferred Units ”) listed above to the
Participant (the “ Award ”), effective as
[date], on the terms and conditions hereinafter set forth in this
agreement (the “ Award Agreement ”). This grant
is made pursuant to the terms of The Blackstone Group L.P. 2007
Equity Incentive Plan (as amended, modified or supplemented from
time to time, the “ Plan ”), which is
incorporated herein by reference and made a part of this Award
Agreement. Each Deferred Unit represents the unfunded, unsecured
right of the Participant to receive a Blackstone Holdings
Partnership Unit on the delivery date(s) specified in
Section 4 hereof.
2. Definitions . Capitalized
terms not otherwise defined herein shall have the same meanings as
in the Plan.
(a) “ Cause ”
shall mean the occurrence or existence of any of the following as
determined fairly, reasonably, on an informed basis and in good
faith by the Administrator:
(i) (w) any breach by the
Participant of any provision of the Non-Competition,
Non-Solicitation and Confidentiality Agreements to which the
Participant is a party, (x) any material breach of any rules
or regulations of the Partnership or its Affiliates applicable to
the Participant, (y) the Participant’s deliberate
failure to perform his or her duties to the Partnership or its
Affiliates, or (z) the Participant’s committing to, or
engaging in any conduct or behavior that is or may be harmful to
the Partnership or its Affiliates in a material way;
provided , that, in the case of any of the foregoing clauses
(w), (x), (y) and (z), the Administrator has given the
Participant written notice (a “ Notice of Breach
”) within fifteen days after the Administrator becomes aware
of such action and the Participant fails to cure such breach,
failure to perform, conduct or behavior within fifteen days after
receipt by the Participant of such Notice of Breach from the
Administrator (or such longer period, not to exceed an additional
fifteen days, as shall be reasonably required for such cure,
provided , that the Participant is diligently pursuing such
cure);
(ii) any act of fraud,
misappropriation, dishonesty, embezzlement or similar conduct
against the Partnership or its Affiliates; or
(iii) conviction (on the basis of a
trial or by an accepted plea of guilty or nolo contendere )
of a felony or crime (including any misdemeanor charge involving
moral turpitude, false statements or misleading omissions, forgery,
wrongful taking, embezzlement, extortion or bribery), or a
determination by a court of competent jurisdiction, by a regulatory
body or by a self-regulatory body having authority with respect to
applicable securities laws, rules or regulations of the securities
industry, that the Participant individually has violated any
applicable securities laws or any rules or regulations thereunder,
or any rules of any such self-regulatory body (including, without
limitation, any licensing requirement), if such conviction or
determination has a material adverse effect on (A) the
Participant’s ability to function in his or her position with
the Partnership or its Affiliates, taking into account the services
required of such position and the nature of the Partnership’s
and its Affiliate’s business or (B) the business of the
Partnership or its Affiliates.
(b) Non-Competition, Non
Solicitation and Confidentiality Agreement ” shall mean
any agreement, and any attachments or schedules thereto, entered
into by and between the Participant and the Partnership or its
Affiliates, pursuant to which the Participant has agreed, among
other things, to certain restrictions relating to non-competition,
non solicitation and/or confidentiality, in order to protect the
business of the Partnership and its Affiliates.
(c) “ Qualifying Event
” shall mean, during the Participant’s Employment with
the Partnership and its Affiliates, the Participant’s death,
Disability or Retirement.
(d) “ Restrictive Covenant
Expiration Period ” shall be the [
] period following the date of the Participant’s termination
of Employment with the Partnership and its Affiliates.
(e) “ Retention
Percentage ” shall mean (i) [
]%, during the period from the
[date] until the [
] Anniversary Date; (ii) [ ]%,
during the period from the First Anniversary Date until the [
] Anniversary Date; (iii) [
]%, during the period from the [
] Anniversary Date until the [
] Anniversary Date; and (iv) [
]%, during the period from the [
] Anniversary Date until the date on which the Restrictive Covenant
Expiration Period expires, at which time it shall be 0%.
(f) “Retention Units
” shall mean, on any given date, the Deferred Units that have
become Vested Deferred Units and which are retained by the
Partnership (along with the underlying Blackstone Holdings
Partnership Units) in accordance with Section 4
hereof.
(g) “ Retirement
” shall mean the retirement of a Participant from his or her
Employment with the Partnership and its Affiliates after
(i) the Participant has reached age 65 and has at least five
full years of service with the Partnership and its Affiliates, or
(ii) (x) the Participant’s age plus years of
service with the Partnership and its Affiliates totals at least 65,
(y) the Participant has reached age 50, and (z) the
Participant has had a minimum of five years of service; provided,
however, that no Participant will be eligible for Retirement prior
to June 30, 2010.
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(h) “ Vested Deferred
Units ” shall mean those Deferred Units which have become
vested pursuant to Section 3 or otherwise pursuant to the
Plan.
(i) “ Vesting Dates
” shall mean each of the [
], [
], [
], [
] and [
] anniversaries of [date], as described in Section 3(a)
hereof.
3. Vesting .
(a) Vesting – General.
Subject to the Participant’s continued Employment with the
Partnership and its Affiliates, the Award shall vest on the
applicable Vesting Dates as follows:
(i) [
]% of the Deferred Units granted
hereunder shall vest on each of the following dates: (I) the [
] anniversary of [date] (the “[
] Anniversary Date ”); (II) the [
] anniversary of [date] (the “[
] Anniversary Date ”); (III) the [
] anniversary of the [date] (the “[
] Anniversary Date ”); (IV) the [
] anniversary of the [date] (the “[
] Anniversary Date ”); and (V) the [
] anniversary of the [date] (the “[
] Anniversary Date ”) (each an “ Anniversary
Vesting Date ”).
(b) Vesting – Qualifying
Events.
(i) Death or Disability. Upon
the occurrence of a Qualifying Event on account of the death or
Disability of the Participant, 100% of the Deferred Units granted
hereunder shall vest (to the extent not previously vested) upon the
date of such event.
(ii) Retirement. Upon the
occurrence of a Qualifying Event on account of the Retirement of
the Participant, (I) 50% of the then unvested Deferred Units
shall vest upon the date of such event, and (II) all other unvested
Deferred Units shall be cancelled immediately and the Participant
shall automatically forfeit all rights with respect to such
unvested Deferred Units upon the date of such event.
(c) Vesting –
Terminations. Except as otherwise set forth in
Section 3(b), in the event the Participant’s Employment
with the Partnership and its Affiliates is terminated for any
reason, the portion of the Award that has not yet vested pursuant
to Section 3(a) or 3(b) hereof (or otherwise pursuant to the
Plan) shall be cancelled immediately and the Participant shall
automatically forfeit all rights with respe
