Exhibit 10.1
FORM OF
MOELIS & COMPANY GROUP EMPLOYEE HOLDINGS LP
VESTING AGREEMENT
RESTRICTED 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:
2
3
4
5
6
7
8
9
**SIGNATURE PAGE FOLLOWS**
10
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: