Common use of TERMINATION & RESIGNATION Clause in Contracts

TERMINATION & RESIGNATION. (a) You acknowledge and agree that PJT Holdings may terminate your service at any time for any reason, or for no reason at all with or without Cause; provided, however, that PJT Holdings shall provide you with written notice at least ninety days prior to the date of the termination of your service during which PJT Holdings may elect to place you on paid leave for all or part of such ninety-day period. During such ninety-day period (whether or not you are put on paid leave), you shall continue to receive your base draw and benefits, subject to applicable law and the payment of benefits-related premiums, but shall not receive or participate in any profit sharing or bonus arrangements or continue to vest in any equity or other incentive awards, other than as provided in Section 3(c) above or pursuant to the terms of such awards. (b) Notwithstanding the foregoing, you acknowledge and agree that PJT Holdings may terminate your services hereunder for Cause and such termination shall be effective immediately. For purposes of this Partner Agreement, “Cause” means the occurrence or existence of any of the following: (i) (x) any material breach by you of this Partner Agreement or the Non-Competition Agreement, (y) any material breach by you of any material rules or regulations of PJT Holdings applicable to you that have been provided to you in writing and has a material adverse effect on the business of PJT Holdings, or (z) your deliberate and repeated failure to perform substantially your material duties to PJT Holdings; provided that, in the case of any of the foregoing clauses (x), (y) or (z), PJT Holdings has given you written notice (a “Notice of Breach”) within fifteen days after PJT Holdings becomes aware of such action and, to the extent such action is curable, you fail to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by you of such Notice of Breach from PJT Holdings (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided that you are diligently pursuing such cure) (ii) any act of fraud, misappropriation, embezzlement or similar conduct by you against PJT Holdings; or (iii) your being convicted (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime of moral turpitude, or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations, that you individually have violated any 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) your ability to function as a Partner, taking into account the services required of you and the nature of PJT Holdings’ business, or (B) the business of PJT Holdings.

TERMINATION & RESIGNATION. (a) You acknowledge and agree that PJT Holdings Blackstone may terminate your service at any time for any reason, or for no reason at all with or without Cause; provided, however, that PJT Holdings Blackstone shall provide you with written notice at least ninety days prior to the date of the termination of your service during which PJT Holdings Blackstone may elect to place you on paid leave for all or part of such ninety-day period. During ; provided, further, that during such ninety-day period (whether or not you are put on paid leave)period, you shall continue to receive your base draw and benefits, subject to applicable law and the payment of benefits-related premiums, but shall not receive or participate in any profit sharing or bonus arrangements or continue to vest (including participation in any equity carried interest or other incentive awards, other than as provided in Section 3(c) above or pursuant to the terms of such awardsfee-sharing program). (b) Notwithstanding the foregoing, you acknowledge and agree that PJT Holdings Blackstone may terminate your services hereunder for Cause and such termination shall be effective immediately. For purposes of this Partner SMD Agreement, “Cause” Cause means the occurrence or existence of any of the followingfollowing as determined fairly, reasonably, on an informed basis and in good faith by Blackstone: (i) (xw) any material breach by you of this Partner Agreement or any provision of the Non-Competition Agreement, (yx) any material breach by you of any material rules or regulations of PJT Holdings Blackstone applicable to you that have been provided you, (y) your deliberate failure to you in writing and has a material adverse effect on the business of PJT Holdingsperform your duties to Blackstone, or (z) your deliberate and repeated failure committing to perform substantially your or engaging in any conduct or behavior that is or may be harmful to Blackstone in a material duties to PJT Holdingsway; provided that, in the case of any of the foregoing clauses (w), (x), (y) or and (z), PJT Holdings Blackstone has given you written notice (a “Notice of Breach”) within fifteen days after PJT Holdings Blackstone becomes aware of such action and, to the extent such action is curable, and you fail to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by you of such Notice of Breach from PJT Holdings Blackstone (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided that you are diligently pursuing such cure) ); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct by you against PJT HoldingsBlackstone; or (iii) your being convicted conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime of (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 securities laws, rules or regulationsregulations of the applicable securities industry, that you individually have 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) your ability to function as a Partneran SMD, taking into account the services required of you and the nature of PJT Holdings’ business, Blackstone’s business or (B) the business of PJT HoldingsBlackstone. (c) You agree to provide Blackstone with written notice of your intention to terminate your service with Blackstone at least ninety days prior to the date of such termination (the “Notice Period”). Written notice pursuant to this Section 5(c) shall be provided to any of the Chief Executive Officer, Chief Operating Officer or Chief Legal Officer of Blackstone. During the Notice Period, you shall perform any and all duties as directed by Blackstone, in its sole discretion. (d) You shall be placed on garden leave status for a period commencing on the day following the conclusion of the ninety-day Notice Period and continuing for ninety days thereafter (the “Garden Leave Period”). During the Garden Leave Period, you shall continue to receive your base draw and benefits, subject to the payment of related premiums, but shall not receive or participate in any profit sharing or bonus arrangements (including participation in any carried interest or fee-sharing program). During the Garden Leave Period, you shall not be required to carry out any duties for or on behalf of Blackstone. You agree that you will not enter into any employment or other business relationship with any other employer or otherwise prior to the conclusion of the Garden Leave Period. (e) The provisions of Sections 5(c) and 5(d) shall not be applicable in instances in which your service with Blackstone is terminated by Blackstone with or without Cause (including if Blackstone elects to terminate your service during the Garden Leave Period).

TERMINATION & RESIGNATION. (a) You acknowledge Each SMD acknowledges and agree agrees that PJT Holdings Blackstone may terminate your such SMD’s service at any time for any reason, or for no reason at all with or without Causecause; provided, however, that PJT Holdings Blackstone shall provide you such SMD with written notice at least ninety days prior to the date of the termination of your such SMD’s service during which PJT Holdings Blackstone may elect to place you such SMD on paid leave for all or part of such ninety-day period. During ; provided further that during such ninety-day period (whether or not you are put on paid leave)period, you such SMD shall continue to receive your his or her base draw and benefits, subject to applicable law and the payment of benefits-related premiums, but shall not receive or participate in any profit sharing or bonus arrangements or continue to vest (including participation in any equity or other incentive awards, other than as provided in Section 3(c) above or pursuant to the terms of such awardscarried interest program). (b) Notwithstanding the foregoing, you acknowledge each SMD acknowledges and agree agrees that PJT Holdings Blackstone may terminate your such SMD’s services hereunder for Cause and such termination shall be effective immediately. For purposes of this Partner SMD Agreement, “Cause” Cause means the occurrence or existence of any of the followingfollowing as determined fairly, reasonably, on an informed basis and in good faith by Blackstone: (i) (xw) any material breach by you such SMD of this Partner Agreement or any provision of the Non-Competition Agreement, (yx) any material breach by you of any material rules or regulations of PJT Holdings Blackstone applicable to you that have been provided such SMD, (y) such SMD’s deliberate failure to you in writing and has a material adverse effect on the business of PJT Holdingsperform his or her duties to Blackstone, or (z) your deliberate and repeated failure such SMD’s committing to perform substantially your or engaging in any conduct or behavior that is or may be harmful to Blackstone in a material duties to PJT Holdingsway; provided that, in the case of any of the foregoing clauses (w), (x), (y) or and (z), PJT Holdings Blackstone has given you such SMD written notice (a “Notice of Breach”) within fifteen days after PJT Holdings Blackstone becomes aware of such action and, to the extent and such action is curable, you fail SMD fails to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by you Blackstone of such Notice of Breach from PJT Holdings Blackstone (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided that you are such SMD is diligently pursuing such cure) ); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct by you against PJT HoldingsBlackstone; or (iii) your being convicted conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime of (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 securities laws, rules or regulationsregulations of the applicable securities industry, that you such SMD individually have 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) your such SMD’s ability to function as a Partneran SMD, taking into account the services required of you such SMD and the nature of PJT Holdings’ business, Blackstone’s business or (B) the business of PJT HoldingsBlackstone. (c) Each SMD agrees to provide Blackstone with written notice of such SMD’s intention to terminate his or her service with Blackstone at least ninety days prior to the date of such termination (the “Notice Period”). Written notice pursuant to this Section 5(c) shall be provided to any of the Chief Executive Officer, Chief Operating Officer or Chief Legal Officer of Blackstone. During the Notice Period, each SMD shall perform any and all duties as directed by Blackstone, in its sole discretion. (d) Each SMD shall be placed on garden leave status for a period commencing on the day following the conclusion of the ninety-day Notice Period and continuing for ninety days thereafter (the “Garden Leave Period”). During the Garden Leave Period, each SMD shall continue to receive his or her base draw and benefits, subject to the payment of related premiums, but shall not receive or participate in any profit sharing or bonus arrangements (including participation in the carried interest program). During the Garden Leave Period, each SMD shall not be required to carry out any duties for or on behalf of Blackstone. Each SMD agrees that he or she will not enter into any employment or other business relationship with any other employer or otherwise prior to the conclusion of the Garden Leave Period. (e) The provisions of Sections 5(c) and 5(d) shall not be applicable in instances in which each SMD’s service with Blackstone is terminated by Blackstone with or without Cause.

TERMINATION & RESIGNATION. (a) You acknowledge and agree that PJT Holdings Blackstone may terminate your service at any time for any reason, or for no reason at all with or without Causecause; provided, however, that PJT Holdings Blackstone shall provide you with written notice at least ninety days prior to the date of the termination of your service during which PJT Holdings Blackstone may elect to place you on paid leave for all or part of such ninety-day period. During ; provided further that during such ninety-day period (whether or not you are put on paid leave)period, you shall continue to receive your base draw and benefits, subject to applicable law and the payment of benefits-related premiums, but shall not receive or participate in any profit sharing or bonus arrangements (including, without limitation, participation in any carried interest or fee-sharing program) or continue to vest in any equity or other incentive awards, other than as provided in Section 3(c) above or pursuant to the terms of such awards. (b) Notwithstanding the foregoing, you acknowledge and agree that PJT Holdings Blackstone may terminate your services hereunder for Cause and such termination shall be effective immediately. For purposes of this Partner SMD Agreement, “Cause” means the occurrence or existence of any of the followingfollowing as determined fairly, reasonably, on an informed basis and in good faith by Blackstone: (i) (xw) any material breach by you of any provision of this Partner SMD Agreement or the Non-Competition Agreement, (yx) any material breach by you of any material rules or regulations of PJT Holdings Blackstone applicable to you that have been provided you, (y) your deliberate failure to you in writing and has a material adverse effect on the business of PJT Holdingsperform your duties to Blackstone, or (z) your deliberate and repeated failure committing to perform substantially your or engaging in any conduct or behavior that is or may be harmful to Blackstone in a material duties to PJT Holdingsway; provided that, in the case of any of the foregoing clauses (w), (x), (y) or and (z), PJT Holdings Blackstone has given you written notice (a “Notice of Breach”) within fifteen days after PJT Holdings Blackstone becomes aware of such action and, to the extent such action is curable, and you fail to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by you of such Notice of Breach from PJT Holdings (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided that you are diligently pursuing such cure) ); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct by you against PJT HoldingsBlackstone; or (iii) your being convicted conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime of (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 securities laws, rules or regulations, that you individually have violated any 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 effect, as determined by Blackstone, on (A) your ability to function as a Partneran SMD, taking into account the services required of you and the nature of PJT Holdings’ Blackstone’s business, or (B) the business of PJT HoldingsBlackstone.

TERMINATION & RESIGNATION. (a) You acknowledge and agree that PJT Holdings New LP may terminate your service at any time for any reason, or for no reason at all with or without Cause; provided, however, that PJT Holdings New LP shall provide you with written notice at least ninety days prior to the date of the termination of your service during which PJT Holdings New LP may elect to place you on paid leave for all or part of such ninety-day period. During such ninety-day period (whether or not you are put on paid leave), you shall continue to receive your base draw and benefits, subject to applicable law and the payment of benefits-related premiums, but shall not receive or participate in any profit sharing or bonus arrangements or continue to vest in any equity or other incentive awards, other than as provided in Section 3(c) above or pursuant to the terms of such awards. (b) Notwithstanding the foregoing, you acknowledge and agree that PJT Holdings New LP may terminate your services hereunder for Cause and such termination shall be effective immediately. For purposes of this Partner Agreement, “Cause” means the occurrence or existence of any of the following: (i) (xw) any material breach by you of this Partner Agreement or the Non-Competition Agreement, (yx) any material breach by you of any material rules or regulations of PJT Holdings New LP applicable to you that have been provided to you in writing and has a material adverse effect on the business of PJT HoldingsNew LP, or (zy) your deliberate and repeated failure to perform substantially your material duties to PJT HoldingsNew LP; provided that, in the case of any of the foregoing clauses (x), (y) or (z), PJT Holdings has given you written notice (a “Notice of Breach”) within fifteen days after PJT Holdings becomes aware of such action and, to the extent such action is curable, you fail to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by you of such Notice of Breach from PJT Holdings (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided that you are diligently pursuing such cure) (ii) any act of fraud, misappropriation, embezzlement or similar conduct by you against PJT HoldingsNew LP; or (iii) your being convicted (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime of moral turpitude, or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations, that you individually have violated any 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) your ability to function as a Partner, taking into account the services required of you and the nature of PJT Holdings’ New LP’s business, or (B) the business of PJT HoldingsNew LP.

TERMINATION & RESIGNATION. (a) You acknowledge and agree that PJT Holdings Blackstone may terminate your service at any time for any reason, or for no reason at all with or without Cause; provided, however, that PJT Holdings Blackstone shall provide you with written notice at least ninety days prior to the date of the termination of your service during which PJT Holdings Blackstone may elect to place you on paid leave for all or part of such ninety-day period. During ; provided further that during such ninety-day period (whether or not you are put on paid leave)period, you shall continue to receive your base draw and benefitsand, subject to applicable law and the applicable benefit’s governing documents, benefits, subject to (x) offset against any other payments payable to you under this SMD Agreement or the New Acquisition Agreement and (y) the payment of benefits-related premiums, but shall not, except as otherwise provided herein, receive or participate in any profit sharing or bonus arrangements (including participation in the carried interest program). (b) Notwithstanding the foregoing, you acknowledge and agree that Blackstone may terminate your services hereunder for Cause in accordance with the terms of Schedule A hereto, including the provision of notice and opportunity to cure. (c) You agree to provide Blackstone with notice of your intention to terminate your service with Blackstone at least ninety days prior to the date of such termination (the “Notice Period”). Notice pursuant to this Section 5(c) shall be provided to any of the Chief Executive Officer, Chief Operating Officer or Chief Legal Officer of Blackstone. During the Notice Period, you shall perform any and all duties consistent with your prior duties as directed by Blackstone, in its sole discretion. (d) You shall be placed on garden leave status for a period commencing on the day following the conclusion of the ninety-day Notice Period and continuing for ninety days thereafter (the “Garden Leave Period”). During the Garden Leave Period, you shall continue to receive your base draw and, subject to applicable law and the applicable benefit’s governing documents, benefits, subject to the payment of related premiums, but shall not receive or participate in any profit sharing or bonus arrangements (including participation in the carried interest program). During the Garden Leave Period, you shall not be required to carry out any duties for or continue to vest in on behalf of Blackstone. You agree that you will not enter into any equity employment or other incentive awards, business relationship with any other than as provided in Section 3(c) above employer or pursuant otherwise prior to the terms conclusion of such awardsthe Garden Leave Period. Blackstone, in its sole discretion, may waive all or any portion of the Garden Leave Period. If the Garden Leave Period is waived in its entirety, your termination shall become effective as of the end of the Notice Period; if the Garden Leave Period is waived in part, your termination shall become effective at the end of the so modified Garden Leave Period. (be) Notwithstanding the foregoing, you acknowledge The provisions of Sections 5(c) and agree that PJT Holdings may terminate 5(d) shall not be applicable in instances in which your services hereunder for Cause and such termination shall be effective immediately. For purposes of this Partner Agreement, “service with Blackstone is terminated by Blackstone with or without Cause” means the occurrence or existence of any of the following: (i) (x) any material breach by you of this Partner Agreement or the Non-Competition Agreement, (y) any material breach by you of any material rules or regulations of PJT Holdings applicable to you that have been provided to you in writing and has a material adverse effect on the business of PJT Holdings, or (z) your deliberate and repeated failure to perform substantially your material duties to PJT Holdings; provided that, in the case of any of the foregoing clauses (x), (y) or (z), PJT Holdings has given you written notice (a “Notice of Breach”) within fifteen days after PJT Holdings becomes aware of such action and, to the extent such action is curable, you fail to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by you of such Notice of Breach from PJT Holdings (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided that you are diligently pursuing such cure) (ii) any act of fraud, misappropriation, embezzlement or similar conduct by you against PJT Holdings; or (iii) your being convicted (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime of moral turpitude, or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations, that you individually have violated any 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) your ability to function as a Partner, taking into account the services required of you and the nature of PJT Holdings’ business, or (B) the business of PJT Holdings.

TERMINATION & RESIGNATION. (a) You acknowledge and agree that PJT Holdings may terminate your service at any time for any reason, or for no reason at all with or without Cause; provided, however, that PJT Holdings shall provide you with written notice at least ninety (90) days prior to the date of the termination of your service during which PJT Holdings may elect to place you on paid leave for all or part of such ninety-day (90) period. During such ninety-day (90) period (whether or not you are put on paid leave), you shall continue to receive your base draw and benefits, subject to applicable law and the payment of benefits-related premiums, but shall not receive or participate in any profit sharing or bonus arrangements or continue to vest in any equity or other incentive awards, other than as provided in Section 3(c) above or pursuant to the terms of any such awards. (b) Notwithstanding the foregoing, you acknowledge and agree that PJT Holdings may terminate your services hereunder for Cause and such termination shall be effective immediately. For purposes of this Partner Agreement, “Cause” means the occurrence or existence of any of the following: (i) (x) any material breach by you of this Partner Agreement or the Non-Competition Agreement, (y) any material breach by you of any material rules or regulations of PJT Holdings applicable to you that have been provided to you in writing and has a material adverse effect on the business of PJT Holdings, or (z) your deliberate and repeated failure to perform substantially your material duties to PJT Holdings; provided that, in the case of any of the foregoing clauses (x), (y) or (z), PJT Holdings has given you written notice (a “Notice of Breach”) within fifteen days after PJT Holdings becomes aware of such action and, to the extent such action is curable, you fail to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by you of such Notice of Breach from PJT Holdings (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided that you are diligently pursuing such cure) (ii) any act of fraud, misappropriation, embezzlement or similar conduct by you against PJT Holdings; or (iii) your being convicted (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime of moral turpitude, or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations, that you individually have violated any 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) your ability to function as a Partner, taking into account the services required of you and the nature of PJT Holdings’ business, or (B) the business of PJT Holdings.

TERMINATION & RESIGNATION. (a) You acknowledge and agree that PJT Holdings Blackstone may terminate your service at any time for any reason, or for no reason at all with or without Cause; provided, however, that PJT Holdings Blackstone shall provide you with written notice at least ninety days prior to the date of any termination without Cause such that the termination of your service during occurs as of the first day of a calendar quarter (and you fully complete the quarter in which PJT Holdings notice is given). During part or all of the period following such notice, Blackstone may elect to place you on paid leave for all or part of such ninety-day periodleave. During such ninety-day any period (whether or not you are put on of paid leave), you shall continue to receive your base draw and benefitsand, subject to applicable law and the applicable benefit’s governing documents, benefits (subject to the payment of benefits-related premiums) and shall receive or participate in any profit sharing or bonus arrangements (including participation in the carried interest program) as provided herein. (b) Notwithstanding the foregoing, you acknowledge and agree that Blackstone may terminate your services hereunder for Cause in accordance with the terms of Schedule A hereto, including the provision of notice and opportunity to cure. (c) You agree to provide Blackstone with notice of your intention to terminate your service with Blackstone at least 45 days prior to the date of such termination (the “Notice Period”). Notice pursuant to this Section 5(c) shall be provided to any of the Chief Executive Officer, Chief Operating Officer or Chief Legal Officer of Blackstone. During the Notice Period, you shall perform any and all duties consistent with your prior duties as directed by Blackstone, in its sole discretion. (d) Unless the Retention Conditions have been satisfied, you shall be placed on garden leave status for a period commencing on the day following the conclusion of the Notice Period and continuing for ninety days thereafter (the “Garden Leave Period”). During the Garden Leave Period, you shall continue to receive your base draw and, subject to applicable law and the applicable benefit’s governing documents, benefits, subject to the payment of related premiums, but shall not receive or participate in any profit sharing or bonus arrangements (including participation in the carried interest program). During the Garden Leave Period, you shall not be required to carry out any duties for or continue to vest in on behalf of Blackstone. You agree that you will not enter into any equity employment or other incentive awards, business relationship with any other than as provided in Section 3(c) above employer or pursuant otherwise prior to the terms conclusion of such awardsthe Garden Leave Period. Blackstone, in its sole discretion, may waive all or any portion of the Garden Leave Period. If the Garden Leave Period is waived in its entirety, your termination shall become effective as of the end of the Notice Period; if the Garden Leave Period is waived in part, your termination shall become effective at the end of the so modified Garden Leave Period. (be) Notwithstanding the foregoingThe provisions of Sections 5(c) and 5(d) shall not be applicable in instances in which your service with Blackstone is terminated by Blackstone with or without Cause. (f) In connection with a termination of your services for any reason, you acknowledge and hereby agree that PJT Holdings may terminate your services hereunder for Cause and such termination shall be effective immediately. For purposes to promptly resign from the Firm’s Board of this Partner Agreement, “Cause” means Directors upon the occurrence or existence of any of the following: (i) (x) any material breach by you of this Partner Agreement or the Non-Competition Agreement, (y) any material breach by you of any material rules or regulations of PJT Holdings applicable to you that have been provided to you in writing and has a material adverse effect on the business of PJT Holdings, or (z) your deliberate and repeated failure to perform substantially your material duties to PJT Holdings; provided that, in the case of any of the foregoing clauses (x), (y) or (z), PJT Holdings has given you written notice (a “Notice of Breach”) within fifteen days after PJT Holdings becomes aware of such action and, to the extent such action is curable, you fail to cure such breach, failure to perform or conduct or behavior within fifteen days after receipt by you of such Notice of Breach from PJT Holdings (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided that you are diligently pursuing such cure) (ii) any act of fraud, misappropriation, embezzlement or similar conduct by you against PJT Holdings; or (iii) your being convicted (on the basis of a trial or by an accepted plea of guilty or nolo contendere) of a felony or crime of moral turpitude, or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations, that you individually have violated any 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) your ability to function as a Partner, taking into account the services required of you and the nature of PJT Holdings’ business, or (B) the business of PJT HoldingsFirm’s request.