4. “Company” shall mean The Carlyle Group Inc., a Delaware corporation.
5. “Company Group” means the Company and its direct and indirect subsidiaries (to the extent of its economic ownership interest in such subsidiaries) taken as a whole.
6. “Continuing Carlyle Entity” shall mean any entity that, immediately prior to and immediately following any relevant date of determination, is directly or indirectly controlled by one or more Managing Directors or other personnel of the Company and/or its subsidiaries who, as of any date of determination (i) each have devoted substantially all of his or her business and professional time to the activities of the Company and/or its subsidiaries during the12-month period immediately preceding such date and (ii) directly or indirectly control a majority of the voting power of the Company or any successor entity.
7. “Equity Plan” shall mean The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan, as amended from time to time.
8 “Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute.
9. “Majority Economic Interest” means any right or entitlement to receive more than 50% of the equity distributions or ownership allocations (whether such right or entitlement results from the ownership of common stock or other equity interests, securities, instruments or agreements of any kind) made to all holders of common stock or other equity interests in the Company Group (other than entities within the Company Group).
Additionally, all references in your Employment Agreement to “Common Units” shall be deemed to refer to “Common Shares” from and after the Conversion Date.
Subject to the amended terms expressly set forth herein, your Employment Agreement shall remain in full force and effect.
Please confirm your agreement by signing below.
[Signature Page Follows]
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