Username:
  
  Password:
  
  

Exhibit 10.37

T HE B LACKSTONE G ROUP L.P.

2007 E QUITY I NCENTIVE P LAN

B LACKSTONE H OLDINGS D EFERRED U NIT A GREEMENT

 

 

 

 

Participant:

  

Date of Grant:

 

 

Number of Deferred Units:

  

 

1. Grant of Deferred Units . The Partnership hereby grants the number of deferred units (the “ Deferred Units ”) listed above to the Participant (the “ Award ”), effective as [date], on the terms and conditions hereinafter set forth in this agreement (the “ Award Agreement ”). This grant is made pursuant to the terms of The Blackstone Group L.P. 2007 Equity Incentive Plan (as amended, modified or supplemented from time to time, the “ Plan ”), which is incorporated herein by reference and made a part of this Award Agreement. Each Deferred Unit represents the unfunded, unsecured right of the Participant to receive a Blackstone Holdings Partnership Unit on the delivery date(s) specified in Section 4 hereof.

2. Definitions . Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.

(a) “ Cause ” shall mean the occurrence or existence of any of the following as determined fairly, reasonably, on an informed basis and in good faith by the Administrator:

(i) (w) any breach by the Participant of any provision of the Non-Competition, Non-Solicitation and Confidentiality Agreements to which the Participant is a party, (x) any material breach of any rules or regulations of the Partnership or its Affiliates applicable to the Participant, (y) the Participant’s deliberate failure to perform his or her duties to the Partnership or its Affiliates, or (z) the Participant’s committing to, or engaging in any conduct or behavior that is or may be harmful to the Partnership or its Affiliates in a material way; provided , that, in the case of any of the foregoing clauses (w), (x), (y) and (z), the Administrator has given the Participant written notice (a “ Notice of Breach ”) within fifteen days after the Administrator becomes aware of such action and the Participant fails to cure such breach, failure to perform, conduct or behavior within fifteen days after receipt by the Participant of such Notice of Breach from the Administrator (or such longer period, not to exceed an additional fifteen days, as shall be reasonably required for such cure, provided , that the Participant is diligently pursuing such cure);

(ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Partnership or its Affiliates; or


(iii) conviction (on the basis of a trial or by an accepted plea of guilty or nolo contendere ) of a felony or crime (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 applicable securities laws, rules or regulations of the securities industry, that the Participant individually 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) the Participant’s ability to function in his or her position with the Partnership or its Affiliates, taking into account the services required of such position and the nature of the Partnership’s and its Affiliate’s business or (B) the business of the Partnership or its Affiliates.

(b) Non-Competition, Non Solicitation and Confidentiality Agreement ” shall mean any agreement, and any attachments or schedules thereto, entered into by and between the Participant and the Partnership or its Affiliates, pursuant to which the Participant has agreed, among other things, to certain restrictions relating to non-competition, non solicitation and/or confidentiality, in order to protect the business of the Partnership and its Affiliates.

(c) “ Qualifying Event ” shall mean, during the Participant’s Employment with the Partnership and its Affiliates, the Participant’s death, Disability or Retirement.

(d) “ Restrictive Covenant Expiration Period ” shall be the [              ] period following the date of the Participant’s termination of Employment with the Partnership and its Affiliates.

(e) “ Retention Percentage ” shall mean (i) [      ]%, during the period from the [date] until the [              ] Anniversary Date; (ii) [      ]%, during the period from the First Anniversary Date until the [              ] Anniversary Date; (iii) [      ]%, during the period from the [              ] Anniversary Date until the [              ] Anniversary Date; and (iv) [      ]%, during the period from the [              ] Anniversary Date until the date on which the Restrictive Covenant Expiration Period expires, at which time it shall be 0%.

(f) “Retention Units ” shall mean, on an


This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more