FORM OF CLASS A RESTRICTED SHARE UNIT AWARD AGREEMENT UNDER THE AMENDED AND RESTATED OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC FORM OF INDEPENDENT DIRECTORS AWARD AGREEMENTRestricted Share Unit Award Agreement • February 28th, 2013 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This CLASS A RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Award Agreement”), dated as of [ ], is made by and between OZ Management LP, a Delaware limited partnership (the “Company”), and [ ] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Amended and Restated Och-Ziff Capital Management Group LLC 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
AMENDMENT TO THE EXCHANGE AGREEMENT November 14, 2012The Exchange Agreement • February 28th, 2013 • Och-Ziff Capital Management Group LLC • Investment advice • Delaware
This is an AMENDMENT (this “Amendment”) to the Amended and Restated Exchange Agreement, dated as of August 1, 2012, by and among Och-Ziff Capital Management Group LLC, Och-Ziff Holding Corporation, Och-Ziff Holding LLC, OZ Management LP, OZ Advisors LP, OZ Advisors II LP and the Och-Ziff Limited Partners and Class B Shareholders from time to time party thereto (as amended, restated, supplemented or modified from time to time, the “Exchange Agreement”). Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to them in the Exchange Agreement.
