Common use of Treatment of Sign Clause in Contracts

Treatment of Sign. On RSUs and Annual RSUs Upon a Change in Control; Certain Other Payments Upon a Change in Control. In the event of a Change in Control, all unvested Sign-On RSUs and all unvested Annual RSUs (as may be adjusted in such Change in Control in accordance with the terms of the 2013 Plan and Award Agreements) shall remain outstanding and continue to vest in accordance with the terms of the applicable Award Agreements, subject to the Limited Partner continuing to serve as CEO of Och-Ziff or a successor entity thereto in a Substantially Equivalent Position (as defined below) through the applicable vesting date; provided, however, that: (1) if the Limited Partner is offered a Substantially Equivalent Position with Och-Ziff or a successor entity thereto in such Change in Control but does not accept such position, then all unvested Sign-On RSUs and all unvested Annual RSUs shall be forfeited as of the date of such Change in Control; and (2) if (i) the Limited Partner is subject to a Withdrawal pursuant to clause (B) (PPC Termination) of Section 8.3(a)(i) of the Limited Partnership Agreement or a Special Withdrawal (such Withdrawal or Special Withdrawal or similar termination of the Limited Partner’s service by a successor entity of Och-Ziff, a “Withdrawal without Cause”) or the Limited Partner resigns pursuant to clause (C) (Resignation) of Section 8.3(a)(i) of the Limited Partnership Agreement (such a Withdrawal or a similar termination by the Limited Partner of his service with a successor entity of Och-Ziff, a “Withdrawal due to Resignation”) because his position has ceased to be a Substantially Equivalent Position, in each case, during the Change in Control Protection Period (as defined below), or (ii) if the Limited Partner is not offered a Substantially Equivalent Position in such Change in Control and is subject to Withdrawal due to Resignation within 30 days following such Change in Control (any such Withdrawal due to Resignation as described in either clause (i) or (ii), a “Qualifying Resignation”), in each case, then: (A) the next two installments of the Sign-On RSUs (or if less than two installments remain unvested as of the Termination Date (as defined below), then all of the Sign-On RSUs) that would have otherwise vested if the Limited Partner had not been subject to a Withdrawal without Cause or Qualifying Resignation shall become vested on the later of (x) the date of such Change in Control and (y) the date of such Withdrawal without Cause or Qualifying Resignation. In addition, to the extent unvested following application of the previous sentence, a portion of an additional installment of Sign-On RSUs, pro-rated for the Term Year in which the Withdrawal without Cause or Qualifying Resignation occurs through the Termination Date, shall become vested as of such date. After application of the foregoing, the remainder of the unvested Sign-On RSUs, if any, will be immediately forfeited as of the Termination Date; (B) the next two installments of any Annual RSUs (or if less than two installments remain unvested as of the Termination Date, then all of the Annual RSUs) that would have otherwise vested if the Limited Partner had not been subject to such a Withdrawal without Cause or Qualifying Resignation shall become vested on the later of (x) the date of such Change in Control and (y) the date of such Withdrawal without Cause or Qualifying Resignation, and the remainder of the unvested Annual RSUs, if any, will be immediately forfeited as of such date; and (C) the Limited Partner shall receive the Severance Benefit (as defined in Section 3(b)(iii)), payable as described in Section 3(b)(iii). For the avoidance of doubt, any payments and benefits provided under this Section 2(d)(iii) (including under Section 2(d)(iii)(C)) shall be in lieu of any payments and benefits under Section 3.

Treatment of Sign. On RSUs and Annual RSUs Upon a Change in Control; Certain Other Payments Upon a Change in Control. In the event of a Change in Control, all unvested Sign-On RSUs and all unvested Annual RSUs (as may be adjusted in such Change in Control in accordance with the terms of the 2013 Plan and Award Agreements) shall remain outstanding and continue to vest in accordance with the terms of the applicable Award Agreements, subject to the Limited Partner continuing to serve as CEO of Och-Ziff Executive’s continued employment with the Company or a successor entity thereto in a Substantially Equivalent Position (as defined below) through the applicable vesting date; provided, however, that: (1) if the Limited Partner Executive is offered a Substantially Equivalent Position with Och-Ziff the Company or a successor entity thereto in such Change in Control but does not accept such position, then all unvested Sign-On RSUs and all unvested Annual RSUs shall be forfeited as of the date of such Change in Control; and (2) if (i) the Limited Partner is subject to a Withdrawal pursuant to clause (B) (PPC Termination) of Section 8.3(a)(i) of Executive’s employment with the Limited Partnership Agreement Company or a Special Withdrawal (such Withdrawal or Special Withdrawal or similar termination of the Limited Partner’s service by a successor entity of Och-Ziff, a “Withdrawal without Cause”) or the Limited Partner resigns pursuant to clause (C) (Resignation) of Section 8.3(a)(i) of the Limited Partnership Agreement (such a Withdrawal or a similar termination is terminated by the Limited Partner of his service with a Company or such successor entity of Och-Ziff, a “Withdrawal due to Resignation”) without Cause or by the Executive because his position has ceased to be a Substantially Equivalent Position, in each case, during the Change in Control Protection Period (as defined below), or (ii) if the Limited Partner Executive is not offered a Substantially Equivalent Position in such Change in Control and is subject to Withdrawal due to Resignation terminates his employment within 30 days following such Change in Control (any such Withdrawal due to Resignation as described in either clause (i) or (ii), a “Qualifying Resignation”)Control, in each case, then: (A) the next two installments of the Sign-On RSUs (or if less than two installments remain unvested as of the Termination Date (as defined below)Date, then all of the Sign-On RSUs) that would have otherwise vested if the Limited Partner Executive had not been subject to a Withdrawal without Cause or Qualifying Resignation so terminated shall become vested on the later of (x) the date of such Change in Control and (y) the date of such Withdrawal without Cause or Qualifying Resignationtermination. In addition, to the extent unvested following application of the previous sentence, a portion of an additional installment of Sign-On RSUs, pro-rated for the Term Year in which the Withdrawal without Cause or Qualifying Resignation termination occurs through the Termination Date, shall become vested as of such date. After application of the foregoing, the remainder of the unvested Sign-On RSUs, if any, will be immediately forfeited as of the Termination Date; (B) the next two installments of any Annual RSUs (or if less than two installments remain unvested as of the Termination Date, then all of the Annual RSUs) that would have otherwise vested if the Limited Partner Executive had not been subject to such a Withdrawal without Cause or Qualifying Resignation so terminated shall become vested on the later of (x) the date of such Change in Control and (y) the date of such Withdrawal without Cause or Qualifying Resignationtermination, and the remainder of the unvested Annual RSUs, if any, will be immediately forfeited as of such date; and (C) the Limited Partner Executive shall receive the Severance Benefit (as defined in Section 3(b)(iii)), payable as described in Section 3(b)(iii)). For the avoidance of doubt, any payments and benefits provided under this Section 2(d)(iii) (including under Section 2(d)(iii)(C)) shall be in lieu of any payments and benefits under Section 3.