0001193125-07-131915 Sample Contracts

FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • June 8th, 2007 • Evercore Partners Inc. • Investment advice • New York

THIS AGREEMENT (the “Agreement”) is made effective as of [ ] (the “Grant Date”), between Evercore Partners Inc., a Delaware corporation (hereinafter called the “Company”), and [ ], an employee of the Company or an Affiliate (as defined below) of the Company, (hereinafter referred to as the “Employee”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan (as defined below).

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FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • June 8th, 2007 • Evercore Partners Inc. • Investment advice • New York

THIS AGREEMENT (the “Agreement”) is made, effective as of [ ] (the “Grant Date”), between Evercore Partners Inc. (the “Company”) and [ ], an employee of the Company or an Affiliate of the Company, hereinafter referred to as the “Participant”.

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