Exhibit 10.2
FORM OF
MOELIS & COMPANY GROUP EMPLOYEE HOLDINGS LP
VESTING AGREEMENT
DEFERRED LP UNITS
THIS VESTING AGREEMENT (this “Agreement”) is made and entered into as of [Date] (the “Grant Date”) by and between Moelis & Company Group Employee Holdings LP, a Delaware limited partnership (the “Partnership”) and [Name] (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Partnership Agreement (as defined in Section 8 hereof).
WHEREAS, the Partnership is agreeing to issue partnership interests in the form of Profits Interest Units (the “Partnership Units”) to the Participant subject to the terms and conditions contained herein and in the Partnership Agreement.
WHEREAS, the Partnership and the Participant desire to enter into this Agreement to set forth the terms and conditions of the grant of the Partnership Units to the Participant.
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto agree as follows:
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(i) any distributions (in excess of any applicable tax distributions) payable to the Participant pursuant to Section 4.2 of the Partnership Agreement with respect to any Partnership Units that remain subject to Transfer Restrictions in accordance with Section 3 hereof shall be subject to repayment by the Participant in the event that the applicable Partnership Units are forfeited prior to the applicable Transfer Restriction End Date in accordance with Section 3 hereof. Any such repayment obligation shall be satisfied by the Participant within thirty (30) days of the Employer’s provision of a written demand for such repayment. The Participant acknowledges and agrees that the Employer may, to the extent permitted by applicable law (including, without limitation, Section 409A of the Code), provide for an offset to any future payments owed by the Employer to the Participant, if necessary, to satisfy the repayment obligation, and the Participant agrees to execute such documents as may be necessary to effect such repayment obligations; and
(ii) if the amount of any distributions (in excess of any applicable tax distributions) payable to the Participant pursuant to Section 4.2 of the Partnership Agreement exceeds the Participant’s Adjusted Capital Account as of the applicable payment date, then the amount of such excess shall be not distributed to the Participant and shall instead be credited to a holdback account maintain by the Partnership in respect of the Participant (such account, the “Holdback Account”). Any positive balance in the Holdback Account shall be paid to the Participant quarterly (as determined by the General Partner) in an amount equal to (but not in excess of) the positive balance of the Participant’s Adjusted Capital Account as of the applicable payment date, provided that the entire amount of any positive balance in the Holdback Account shall be paid to the Participant on the date of the Participant’s termination of employment with the Employer for any reason.
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**SIGNATURE PAGE FOLLOWS**
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
MOELIS & COMPANY GROUP EMPLOYEE HOLDINGS LP
By: MOELIS & COMPANY GROUP EMPLOYEE HOLDINGS GP LLC, its general partner
By: MOELIS & COMPANY MANAGER LLC, the managing member of the general partner
By: __________________________
Name: Osamu Watanabe
Title: General Counsel
PARTICIPANT
____________________________________
Name:
[Signature Page to Vesting Agreement]