Common use of Vesting of Restricted Units Clause in Contracts

Vesting of Restricted Units. (a) Except as otherwise provided in this Section 4, the Unvested Restricted Units shall become Vested Class P Units under the Plan, shall no longer be subject to the restrictions on Unvested Class P Units (but shall remain subject to the restrictions on Class P Units in general and, accordingly, shall have no voting rights) under the Plan and the Company Agreement, and shall carry all of the rights conferred on Vested Class P Units under the Plan and the Company Agreement (the “Vested Restricted Units”) in accordance with the following schedule so long as the Participant remains continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date through each vesting date set forth below: [ ] 33.34 % [ ] 33.33 % [ ] 33.33 % (b) Upon the occurrence of a Capital Event, all Restricted Units issued to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units immediately prior to the occurrence of the Capital Event, provided that the Participant has remained continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date until such Capital Event. (c) If the Participant experiences a Termination Event by reason of death or Disability, all Restricted Units issued to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units upon the occurrence of such Termination Event, provided that the Participant has remained continuously employed by, or in the service of; the Company or its Affiliates from the Effective Date until such Termination Event. For purposes of this Agreement, “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

Vesting of Restricted Units. (a) Except as otherwise provided The Restricted Units are subject to a Restriction Period until they become vested in accordance with this Section 4, the Unvested 2. The Restricted Units shall become Vested Class P Units under the Plan, shall no longer be are subject to the restrictions on Unvested Class P Units transfer as set forth in Section 7.4(e). (but shall remain subject to the restrictions on Class P Units in general and, accordingly, shall have no voting rightsa) under the Plan and the Company Agreement, and shall carry all of the rights conferred on Vested Class P Units under the Plan and the Company Agreement (the “Vested Restricted Units”) in accordance with the following schedule so long as Provided the Participant remains continuously employed by, or in continuous service with the service ofCompany through the applicable vesting date, the Company or its Affiliates from Restricted Units will become fully vested as to: (i) 50% of the Effective Date through each vesting date set forth below: [ Restricted Units, on [DATE] 33.34 and (ii) as to the remaining 50% [ ] 33.33 % [ ] 33.33 %of the Restricted Units on [DATE]. (b) Upon Additionally, if, during the occurrence of a Capital EventParticipant’s continuous service with the Company, all Restricted Units issued to (i) the Participant that have not previously become Vested dies, (ii) the Participant becomes “Disabled” as such term is defined in the Amicus Therapeutics, Inc. Restricted Stock Unit Deferral Plan (the “Deferral Plan”) or (iii) there occurs a “Change in Control” as such term is defined in the Deferral Plan, then the Restricted Units shall become Vested Restricted Units immediately prior to the occurrence of the Capital Event, provided that the Participant has remained continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date until such Capital Eventfully vested. (c) If Upon cessation of the Participant’s employment for any reason other than a termination due to the Participant’s death or upon the Participant’s becoming Disabled, any Restricted Units which then remain subject to a Restriction Period will immediately and automatically, without any action on the part of the Company, be forfeited, and the Participant experiences a Termination Event by reason of death or Disability, all Restricted Units issued will have no further rights with respect to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units upon the occurrence of such Termination Event, provided that the Participant has remained continuously employed by, or in the service of; the Company or its Affiliates from the Effective Date until such Termination Event. For purposes of this Agreement, “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 monthsthose shares.

Vesting of Restricted Units. (a) One-third (1/3) of the Restricted Units shall become fully vested and nonforfeitable on , 200 (the “First Vesting Date”). The remaining two-thirds (2/3) of the Restricted Units shall vest in equal quarterly installments at the end of each three-month period (March 31, June 30, September 30 and December 31) during the two years following the First Vesting Date (each date on which one or more of such units vest collectively with the First Vesting Date, a “Vesting Date”). Except as otherwise provided in this Section 42(b) below, in the event your employment with, or performance of service for, the Unvested Company or any Subsidiary terminates prior to all of your Restricted Units becoming fully vested and/or prior to the Vesting Date with respect to any particular Restricted Unit, any unvested Restricted Units will be forfeited and terminate automatically upon such date of termination of employment. (b) Notwithstanding Section 2(a) above or any other provision hereof to the contrary: (i) in the event that you cease to be a director, officer or employee of, or to perform other services for, the Company or any Subsidiary due to your death, Disability or Retirement before the First Vesting Date is reached, the Restricted Units shall thereupon vest on a pro-rata basis based on the ratio of (A) the number of complete months beginning on Date of Grant and ending on the date of your termination of employment to (B) thirty six (36); (ii) in the event that there is a Public Change in Control (as defined herein) and within one year following such Public Change in Control, your employment with the Company is terminated by the Company without Cause or you resign from your employment with the Company for Good Reason, all of your unvested Restricted Units shall become Vested Class P Units under fully vested and nonforfeitable on the Plandate of such termination of employment or resignation; or (iii) in the event that there is a Non-Public Change in Control (as defined herein), shall no longer be subject to the restrictions on Unvested Class P Units (but shall remain subject to the restrictions on Class P Units in general and, accordingly, shall have no voting rights) under the Plan and the Company Agreement, and shall carry all of the rights conferred on Vested Class P Units under the Plan and the Company Agreement (the “Vested Restricted Units”) in accordance with the following schedule so long as the Participant remains continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date through each vesting date set forth below: [ ] 33.34 % [ ] 33.33 % [ ] 33.33 % (b) Upon the occurrence of a Capital Event, all Restricted Units issued to the Participant that have not previously become Vested your unvested Restricted Units shall become Vested Restricted Units immediately prior to fully vested and nonforfeitable on the occurrence of the Capital Event, provided that the Participant has remained continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date until such Capital Event. (c) If the Participant experiences a Termination Event by reason of death or Disability, all Restricted Units issued to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units upon the occurrence date of such Termination Event, provided that the Participant has remained continuously employed by, or Non-Public Change in the service of; the Company or its Affiliates from the Effective Date until such Termination EventControl. For purposes of this Grant Agreement, “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.:

Vesting of Restricted Units. (a) One-third (1/3) of the Restricted Units shall become fully vested and nonforfeitable on July 2, 2008 (the “First Vesting Date”). The remaining two-thirds (2/3) of the Restricted Units shall vest in equal quarterly installments at the end of each three-month period (9/30, 12/31, 3/31, 6/30) during the two years following the First Vesting Date (each date on which one or more of such units vest collectively with the First Vesting Date, a “Vesting Date”). Except as otherwise provided in this Section 42(b) below, in the event your employment with, or performance of service for, the Unvested Company or any Subsidiary terminates prior to all of your Restricted Units becoming fully vested and/or prior to the Vesting Date with respect to any particular Restricted Unit, any unvested Restricted Units will be forfeited and terminate automatically upon such date of termination of employment. (b) Notwithstanding Section 2(a) above or any other provision hereof to the contrary: (i) in the event that you cease to be a director, officer or employee of, or to perform other services for, the Company or any Subsidiary due to your death, Disability or Retirement, all of your unvested Restricted Units shall become Vested Class P Units under fully vested and nonforfeitable on the Plandate of such termination of service. (ii) in the event that there is a Public Change in Control (as defined herein) and within one year following such Public Change in Control, shall no longer be subject to the restrictions on Unvested Class P Units (but shall remain subject to the restrictions on Class P Units in general and, accordingly, shall have no voting rights) under the Plan and your employment with the Company Agreementis terminated by the Company without Cause or you resign from your employment with the Company for Good Reason, and shall carry all of the rights conferred on Vested Class P Units under the Plan and the Company Agreement (the “Vested Restricted Units”) in accordance with the following schedule so long as the Participant remains continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date through each vesting date set forth below: [ ] 33.34 % [ ] 33.33 % [ ] 33.33 % (b) Upon the occurrence of a Capital Event, all Restricted Units issued to the Participant that have not previously become Vested your unvested Restricted Units shall become Vested Restricted Units immediately prior to fully vested and nonforfeitable on the occurrence date of the Capital Event, provided that the Participant has remained continuously employed by, such termination of employment or resignation; or (iii) in the service of, the Company or its Affiliates from the Effective Date until such Capital Event. event that there is a Non-Public Change in Control (c) If the Participant experiences a Termination Event by reason of death or Disabilityas defined herein), all Restricted Units issued to the Participant that have not previously become Vested of your unvested Restricted Units shall become Vested Restricted Units upon fully vested and nonforfeitable on the occurrence date of such Termination Event, provided that the Participant has remained continuously employed by, or Non-Public Change in the service of; the Company or its Affiliates from the Effective Date until such Termination EventControl. For purposes of this Grant Agreement, “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.:

Vesting of Restricted Units. (a) Except as otherwise provided The Restricted Units are subject to a Restriction Period until they become vested in accordance with this Section 4, the Unvested 2. The Restricted Units shall become Vested Class P Units under the Plan, shall no longer be are subject to the restrictions on Unvested Class P Units transfer as set forth in Section 7.4(e). (but shall remain subject to the restrictions on Class P Units in general and, accordingly, shall have no voting rightsa) under the Plan and the Company Agreement, and shall carry all of the rights conferred on Vested Class P Units under the Plan and the Company Agreement (the “Vested Restricted Units”) in accordance with the following schedule so long as Provided the Participant remains continuously employed byin continuous service with the Company through the applicable vesting date, or the Restricted Units will become fully vested as to: (i) 25% of the Restricted Units, on the first anniversary of the Effective Date; (ii) 25% of the Restricted Stock Units, on the second anniversary of the Effective Date; (iii) 25% of the Restricted Stock Units, on the third anniversary of the Effective Date; and (iv) 25% of the Restricted Stock Units, on the fourth anniversary of the Effective Date. (b) Additionally, if, during the Participant’s continuous service with the Company there occurs a “Change in Control” as such term is defined in the service ofAmicus Therapeutics, Inc. Change in Control Severance Plan, then the Restricted Units shall become fully vested. (c) Upon a Separation of the Participant from the Company or its Affiliates from for any reason other than death, Disability or Retirement (as defined in the Effective Date through each vesting date set forth below: [ ] 33.34 % [ ] 33.33 % [ ] 33.33 %Plan), any Restricted Units which then remain subject to a Restriction Period will immediately and automatically, without any action on the part of the Company, be forfeited, and the Participant will have no further rights with respect to those shares. (bd) Upon In the occurrence event of a Capital Event, all Restricted Units issued to Separation by the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units immediately prior to the occurrence of the Capital Event, provided that the Participant has remained continuously employed by, or in the service of, from the Company or its Affiliates from due to death, Disability or Retirement (as defined in the Effective Date until such Capital Event. (c) If the Participant experiences a Termination Event by reason of death or DisabilityPlan), all outstanding Restricted Units issued that would have been subject to forfeiture under Section 2(c) above, shall continue to vest until the second anniversary of such Separation. Restricted Units that would vest after this two year period will be forfeited with no further compensation due to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units upon unless otherwise determined by the occurrence of such Termination Event, provided that the Participant has remained continuously employed by, or in the service of; the Company or its Affiliates from the Effective Date until such Termination Event. For purposes of this Agreement, “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 monthsCommittee.

Vesting of Restricted Units. (a) Except as provided in Section 2(b) below, one-third (1/3) of the Restricted Units shall become fully vested and nonforfeitable on , 200 (the “First Vesting Date”), with the remaining two-thirds (2/3) of the Restricted Units vesting in equal quarterly installments at the end of each following three-month period during the following two years (each date on which one or more of such units vest, a “Vesting Date”). (b) Except as otherwise provided in this Section 42(b) and notwithstanding Section 2(a) above or any other provision hereof to the contrary, the Unvested provisions set forth in Section 6 (Restricted Stock Shares; Restricted Stock Units) of the Plan shall govern the vesting of the Restricted Units in the event, prior to all of your Restricted Units becoming fully vested and/or prior to the Vesting Date with respect to any particular Restricted Unit: (i) your employment with, or performance of service for, the Company or any Subsidiary terminates, or (ii) there is a Non-Public Change in Control; provided, however, that a Public Change in Control shall not cause your unvested Restricted Units to fully vest unless, within one year of such Public Change in Control, your employment with the Company is terminated without Cause or you resign from your employment with the Company for Good Reason, in which event all of your unvested Restricted Units shall become Vested Class P Units under fully vested and nonforfeitable on the Plandate of such termination of employment or resignation; provided further that, shall no longer if you cease to be subject to the restrictions on Unvested Class P Units (but shall remain subject to the restrictions on Class P Units in general anda director, accordingly, shall have no voting rights) under the Plan and the Company Agreement, and shall carry all of the rights conferred on Vested Class P Units under the Plan and the Company Agreement (the “Vested Restricted Units”) in accordance with the following schedule so long as the Participant remains continuously employed byofficer or employee of, or in the service ofto perform other services for, the Company or its Affiliates from any Subsidiary due to your death, Disability or Retirement before the Effective First Vesting Date through each vesting date set forth below: [ ] 33.34 % [ ] 33.33 % [ ] 33.33 % (b) Upon is reached, the occurrence of a Capital Event, all Restricted Units issued to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units immediately prior thereupon vest on a pro-rata basis based on the ratio of (A) the number of complete months beginning on Date of Grant and ending on the date of your termination of employment to the occurrence of the Capital Event, provided that the Participant has remained continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date until such Capital Event(B) thirty six (36). (c) If the Participant experiences a Termination Event by reason of death or Disability, all Restricted Units issued to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units upon the occurrence of such Termination Event, provided that the Participant has remained continuously employed by, or in the service of; the Company or its Affiliates from the Effective Date until such Termination Event. For purposes of this Agreement, “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

Vesting of Restricted Units. (a) Except Subject to the terms and conditions contained herein and in the Operating Agreements, the Blue Owl Incentive Units shall vest as otherwise provided in the Grant Certificate and this Section 42.1. (i) Subject to the Grantee’s continued Service through the Vesting Date(s) specified in the Grant Certificate, the Unvested Restricted Blue Owl Incentive Units shall become Vested Class P Units under the Plan, shall no longer be subject vested on such date(s) as to the restrictions on Unvested Class P Units percentage(s) set forth in the Grant Certificate. (but shall remain subject ii) If, prior to the restrictions on Class P date the Blue Owl Incentive Units in general andare vested or are otherwise terminated or forfeited: (A) the Grantee dies or experiences a Disability or is terminated by the Designated Service Recipient without Cause (each, accordinglya “Good Leaver Termination”), shall have no voting rights) under the Plan then any unvested Blue Owl Incentive Units may accelerate and the Company Agreementvest upon such Good Leaver Termination if, and shall carry all to the extent, determined in the discretion of the rights conferred on Vested Class P Administrator; or (B) a Change in Control occurs, then vesting of all or a portion of any unvested Blue Owl Incentive Units under may be accelerated to the Plan and the Company Agreement (the “Vested Restricted Units”) in accordance with the following schedule so long as the Participant remains continuously employed by, or extent determined in the service of, discretion of the Company or its Affiliates from the Effective Date through each vesting date set forth below: [ ] 33.34 % [ ] 33.33 % [ ] 33.33 %Administrator. (b) Upon If the occurrence of Grantee’s Service terminates for any reason other than due to a Capital EventGood Leaver Termination, all Restricted Units issued to the Participant that have not previously become Vested Restricted then unvested Blue Owl Incentive Units shall become Vested Restricted immediately terminate and be forfeited for no consideration, and no exchange of such unvested Blue Owl Incentive Units immediately prior for Class A Shares pursuant to the occurrence of the Capital Event, provided that the Participant has remained continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date until such Capital EventSection 2.1(d) shall occur. (c) If Unless otherwise agreed in writing between the Participant experiences Grantee and the Corporation or as otherwise determined by the Administrator, the right to vest in the Blue Owl Incentive Units, if any, will terminate effective as of the date that the Grantee is no longer in active Service (even if still considered employed or engaged under local Law) and will not be extended by any notice period mandated under local Law (e.g., active Service would not include a Termination Event by reason period of death “garden leave” or Disabilitysimilar period pursuant to local Law), and all Restricted unvested Blue Owl Incentive Units shall immediately be forfeited upon such date for no consideration. (d) Once a Blue Owl Carry Incentive Unit is vested and becomes an Equitized Class P Series Unit (as defined in the Blue Owl Carry LPA), (x) it shall be automatically forfeited and cancelled, and (y) a Common Unit of Blue Owl Carry shall be issued to Blue Owl Management Vehicle pursuant to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units upon terms of the occurrence of such Termination Event, provided that the Participant has remained continuously employed by, or Blue Owl Carry LPA; and once a Blue Owl Holdings Incentive Unit is vested and becomes an Equitized Class P Series Unit (as defined in the service of; Blue Owl Holdings LPA), (A) it shall be automatically forfeited and cancelled, and (B) a Common Unit of Blue Owl Holdings shall be issued to Grantee pursuant to the Company terms of the Blue Owl Holdings LPA (the transactions contemplated by the foregoing sentence, an “Equitization”). In addition, in connection with the Equitization of a Blue Owl Incentive Unit, the Corporation shall issue to Blue Owl Management Vehicle one share of Class C Common Stock or its Affiliates from Class D Common Stock, as determined pursuant to the Effective Date until such Termination Event. For purposes of this Agreement, “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 monthsBlue Owl Holdings LPA and Blue Owl Carry LPA.

Vesting of Restricted Units. The Restricted Units are subject to a Restriction Period until they become vested in accordance with this Section 2. (a) Except [Insert Description of Vesting] (b) Additionally, if, during the Participant’s continuous service with the Company there occurs a “Change in Control” as otherwise provided such term is defined in this Section 4the Amicus Therapeutics, Inc. Change in Control Severance Plan, then the Unvested Restricted Units shall become Vested Class P Units under the Plan, shall no longer be subject to the restrictions on Unvested Class P Units fully vested. (but shall remain subject to the restrictions on Class P Units in general and, accordingly, shall have no voting rightsc) under the Plan and the Company Agreement, and shall carry all Upon a Separation of the rights conferred on Vested Class P Units under the Plan and the Company Agreement (the “Vested Restricted Units”) in accordance with the following schedule so long as the Participant remains continuously employed by, or in the service of, from the Company or its Affiliates from for any reason other than death, Disability or Retirement (as defined in the Effective Date through each vesting date set forth below: [ ] 33.34 % [ ] 33.33 % [ ] 33.33 %Plan), any Restricted Units which then remain subject to a Restriction Period will immediately and automatically, without any action on the part of the Company, be forfeited, and the Participant will have no further rights with respect to those shares. (bd) Upon In the occurrence event of a Capital Event, all Restricted Units issued to Separation by the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units immediately prior to the occurrence of the Capital Event, provided that the Participant has remained continuously employed by, or in the service of, from the Company or its Affiliates from the Effective Date until such Capital Event. (c) If the Participant experiences a Termination Event by reason of death due to death, Disability or DisabilityRetirement, all outstanding Restricted Units issued that would have become vested between the Separation and the second anniversary of such Separation shall immediately become fully vested. Restricted Units that would vest after this two-year period will be immediately forfeited upon such Separation with no further compensation due to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units upon unless otherwise determined by the occurrence of such Termination Event, provided that the Participant has remained continuously employed by, or in the service of; the Company or its Affiliates from the Effective Date until such Termination Event. For purposes of this Agreement, “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 monthsCommittee.

Vesting of Restricted Units. (a) Except Subject to the terms and conditions contained herein and in the Operating Agreements, the Restricted Units shall vest as otherwise provided in the RHU Grant Certificate and this Section 42.1. (i) Subject to the Grantee’s continued Employment through the Service Vesting Date(s) as specified in the RHU Grant Certificate, the Unvested Restricted Units shall become Vested Class P Units under the Plan, shall no longer be subject vested on such date(s) as to the restrictions on Unvested Class P Units percentage(s) set forth in the RHU Grant Certificate. (but shall remain subject ii) If, prior to the restrictions on Class P date the Restricted Units are vested or such Restricted Units otherwise terminate and are forfeited: (A) the Grantee’s Employment terminates due to the Grantee’s Retirement, then all Retirement Restricted Units shall be vested; (B) the Grantee dies or experiences a Disability, then all unvested Restricted Units shall be vested; and (C) a Change in general and, accordingly, shall have no voting rights) under the Plan and the Company Agreement, and shall carry all Control occurs prior to any termination of the rights conferred on Vested Class P Grantee’s Employment, then all or any portion of any unvested Restricted Units under may be vested, subject, in each case of clause (A), (B) or (C), to the Plan and discretion of the Company Agreement (Administrator. Notwithstanding the “Vested Restricted Units”) in accordance with foregoing, if the following schedule so long as the Participant remains continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date through each vesting date set forth below: [ ] 33.34 % [ ] 33.33 % [ ] 33.33 %Corporation receives an opinion of counsel that there has been a legal (b) Upon If the occurrence of a Capital EventGrantee’s Employment terminates for any reason other than due to the Grantee’s death, Disability or Retirement, all then unvested Restricted Units issued to the Participant that have not previously become Vested (including any Restricted Units that are not Retirement Restricted Units) and all corresponding SERs shall become Vested immediately terminate and be forfeited without consideration, and no exchange of such unvested Restricted Units immediately prior for shares of Class A Common Stock pursuant to the occurrence of the Capital Event, provided that the Participant has remained continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date until such Capital EventSection 2.2 shall occur. (c) If Unless otherwise agreed in writing between the Participant experiences Grantee and the Corporation or as otherwise determined by the Administrator at the time of grant or otherwise, the right to vest in the Restricted Units, if any, will terminate effective as of the date that the Grantee is no longer actively providing services (even if still considered employed or engaged under local Law) and will not be extended by any notice period mandated under local Law (e.g., active Employment would not include a Termination Event by reason period of death “garden leave” or Disabilitysimilar period pursuant to local Law) (a “Service Termination”), and all unvested Restricted Units issued and corresponding SERs shall immediately be forfeited upon such date. (d) Once a Class P Unit is vested and becomes an Equitized Class P Series Unit (as defined in the Limited Partnership Agreement of KKR Group Partnership), it shall be automatically converted into a Class A Unit pursuant to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units upon terms of the occurrence Limited Partnership Agreement of such Termination Event, provided that the Participant has remained continuously employed by, or in the service of; the Company or its Affiliates from the Effective Date until such Termination Event. For purposes of this Agreement, “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 monthsKKR Group Partnership.

Vesting of Restricted Units. (a) Except as otherwise provided in this Section 4, the Unvested The Restricted Units shall vest according to the following schedule, if the Participant is employed by, or provides service to, the Company from the Date of Grant until the applicable vesting date: The vesting of the Restricted Units shall be cumulative, but shall not exceed 100% of the Restricted Units. If the foregoing schedule would produce fractional Units, the number of Restricted Units that become Vested Class P Units under vested shall be rounded down to the nearest whole Unit. (b) Notwithstanding subsection (a) above: (i) if the Participant is not party to a written employment agreement with the Company as of the Date of Grant that provides the Participant with contractual rights to accelerated vesting of outstanding equity awards, such as the Restricted Units, in the event that the Participant ceases to be employed by, or provide service to, the Company on account of an involuntary termination by the Company for any reason other than termination by the Company due to Just Cause Dismissal (as defined in the Plan), all unvested Restricted Units as of the Participant’s termination date shall no longer be subject to forfeited and the restrictions on Unvested Class P Units (but shall remain subject to the restrictions on Class P Units in general and, accordingly, Participant shall have no voting rights) under further rights with respect thereto. In the Plan event that the Participant ceases to be employed by, or provide service to, the Company due to a Just Cause Dismissal by the Company, all unvested Restricted Units as of the Participant’s termination date shall be forfeited, and any Restricted Units that have vested but for which shares of Common Stock have not yet been issued pursuant to Section 3 below shall also be forfeited and the Participant shall have no further rights with respect thereto. (ii) if the Participant is a party to a written employment agreement with the Company Agreementas of the Date of Grant that provides the Participant with contractual rights to accelerated vesting of outstanding equity awards, such as the Restricted Units, subsection (b)(i) above shall not apply, and instead, the terms of such written employment agreement are deemed incorporated herein by reference and shall carry all apply to the Restricted Units and the vesting of the rights conferred on Vested Class P Restricted Units under the Plan and the Company Agreement (the “Vested Restricted Units”) shall accelerate in accordance with the following schedule so long as the Participant remains continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date through each vesting date set forth below: [ ] 33.34 % [ ] 33.33 % [ ] 33.33 % (b) Upon the occurrence terms of a Capital Event, all Restricted Units issued to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units immediately prior to the occurrence of the Capital Event, provided that the Participant has remained continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date until such Capital Eventwritten employment agreement. (c) If Notwithstanding subsections (a) and (b) above, in the event a Change in Control (as defined in the Plan) occurs while the Participant experiences a Termination Event by reason is employed by, or providing service to, the Company, 100% of death or Disability, all unvested Restricted Units shall accelerate and vest as of the date of the Change in Control. (d) Except as provided in subsections (a), (b) and (c), if the Participant ceases to be employed by, or provide service to, the Company for any other reason, any Restricted Units that are unvested as of the Participant’s termination date shall be forfeited as of the Participant’s termination date and the Participant shall have no further rights with respect thereto. (e) After the Restricted Units vest in accordance with subsection (a), (b) or (c) above, shares of Common Stock shall be issued to the Participant that have not previously become Vested with respect to such vested Restricted Units shall become Vested Restricted Units upon the occurrence of such Termination Event, provided that the in accordance with Section 3 below. If a Participant has remained continuously ceases to be employed by, or provide service to, the Company after the Restricted Units vest pursuant to this Section 2 but prior to the date on which shares of Common Stock are issued with respect to such Restricted Units pursuant to Section 3, below, shares of Common Stock shall nevertheless be issued to the Participant pursuant to Section 3 below unless the Participant is terminated by the Company due to a Just Cause Dismissal (as set forth in subsection (b)(i)) in which case all of the Participant’s Restricted Units shall be forfeited (whether vested or unvested) and the Participant shall have no further rights with respect thereto. (f) As used in this Award Agreement, “employed by, or provide service of; to, the Company” shall mean employment or service as an employee or consultant or advisor or director who performs services for the Company or any of its Affiliates from subsidiaries, including managers who provide consulting or advisory services for the Effective Date until such Termination Event. For Company or any of its subsidiaries (so that, for purposes of satisfying conditions under this Award Agreement, “Disability” shall mean the Participant is unable shall not be considered to engage in any substantial gainful activity by reason of any medically determinable physical have terminated employment or mental impairment that can service until the Participant ceases to be expected to result in death or can be expected to last for a continuous period of not less than 12 monthsan employee, consultant and key advisor), unless the Administering Body determines otherwise.

Vesting of Restricted Units. (a) a. Except as otherwise provided in this Section 3(b) and Section 4, the Unvested Restricted Units shall become Vested Class P Units under vest ratably in annual installments at a rate of twenty-five percent (25%) per year over a four (4) year period beginning on the Planfirst anniversary of the Vesting Commencement Date and continuing on the three (3) anniversaries of the Vesting Commencement Date thereafter (with each such anniversary a "Vesting Date"), shall no longer be subject to provided, however, that in the restrictions on Unvested Class P Units (but shall remain subject to the restrictions on Class P Units in general and, accordingly, shall have no voting rights) under the Plan and event you do not maintain your Continuous Status with the Company Agreementor a Subsidiary until any given Vesting Date, and shall carry all of the rights conferred on Vested Class P Restricted Units under that have not yet become nonforfeitable shall be forfeited immediately upon the Plan and termination of your Continuous Status. If, at any time, you cease to be an Employee of the Company but you continue to provide bona fide services in a different capacity following such cessation, including without limitation as a Director, Consultant or independent contractor, then a termination of your Continuous Status shall not be deemed to have occurred for purposes of this Agreement (the “Vested Restricted Units”) upon such change in accordance with the following schedule so long as the Participant remains continuously employed byrelationship. Likewise, or your Continuous Status shall not be considered interrupted in the service of, case of any absence approved by the Company or due to a transfer between locations of the Company or between the Company, its Affiliates from or any successor. b. Notwithstanding anything herein to the Effective Date through each vesting date set forth below: [ ] 33.34 % [ ] 33.33 % [ ] 33.33 % (b) Upon the occurrence contrary, if you commit an act of a Capital EventMisconduct, all any Restricted Units issued to the Participant that which have not previously become Vested Restricted Units shall become Vested Restricted Units immediately prior to the occurrence date of such Misconduct become nonforfeitable, or which have become nonforfeitable but have not yet been distributed, will immediately and automatically, without any action on the part of the Capital EventCompany, provided that the Participant has remained continuously employed by, or in the service of, the Company or its Affiliates from the Effective Date until such Capital Event. (c) If the Participant experiences a Termination Event by reason of death or Disability, all Restricted Units issued be forfeited and shall immediately revert to the Participant that have not previously become Vested Restricted Units shall become Vested Restricted Units upon the occurrence of such Termination Event, provided that the Participant has remained continuously employed by, or in the service of; the Company or its Affiliates from the Effective Date until such Termination Event. For purposes of this Agreement, “Disability” shall mean the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 monthsPlan.