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other employee agent or  representative of such firm or fund, claim to have had sole  or substantial
               investment discretion over any funds, investments or disposition decisions.

               IV.     Non-Disparagement

                       Except as set forth in Section II.C, Contracting Employee agrees that, during and at any time after
               Contracting  Employee’s employment with Blackstone, Contracting Employee will not, directly  or
               indirectly, through any agent or affiliate, make any disparaging comments or criticisms (whether of a
               professional or personal nature) to any individual or other third party (including without limitation any
               present or former  member, partner or employee of Blackstone)  or entity regarding Blackstone (or the
               terms of  any agreement or arrangement of any Blackstone entity) or any of their respective affiliates,
               members, partners or employees, or regarding Contracting Employee’s relationship with Blackstone or
               the termination of such relationship which, in each case, are reasonably expected to result in damage to
               the business or reputation of Blackstone or any of its affiliates, members, partners or employees.

               V.      Remedies


                       A.     Injunctive  Relief.    Contracting  Employee  acknowledges  and  agrees  that  Blackstone’s
               remedy at law for any breach of the covenants contained herein would be inadequate and that for any
               actual or threatened breach of such covenants, Blackstone shall, in addition to other remedies as may be
               available to it at law or in equity, or as provided for in this Restrictive Covenant Agreement, be entitled to
               an injunction, restraining order, specific performance or other equitable relief, without the necessity of
               posting a bond, restraining Contracting Employee from committing or continuing to commit any violation
               of such covenants.  Contracting Employee agrees that proof shall not be required that monetary damages
               for breach of the provisions of this Restrictive Covenant Agreement would be difficult to calculate and
               that remedies at law would be inadequate.

                       B.     Forfeiture.   In the event  of any breach of this  Restrictive Covenant  Agreement, the
               Contracting Employee Agreement or any other agreement between Contracting Employee and Blackstone
               to  which Contracting  Employee  is  a  party, or  any termination  for Cause  of  Contracting Employee’s
               employment, (i) Contracting Employee shall no longer be entitled to receive payment of any amounts that
               would otherwise be payable to Contracting Employee following Contracting Employee’s withdrawal as a
               Contracting  Employee,  member  or  partner,  as  the  case  may  be,  of  Blackstone  (including, without
               limitation, return of Contracting Employee’s capital contributions), (ii) all of Contracting  Employee’s
               remaining interests as a Contracting Employee, member or partner (including, without limitation, carried
               interests and any other interests in any fund or investment vehicle sponsored by Blackstone (collectively,
               a “Blackstone Fund”) held by  Contracting Employee or Contracting Employee’s personal planning
               vehicle(s), whether vested or unvested and whether realized or not yet realized, including if the realized
               amount has been escrowed) in Blackstone shall immediately terminate and be null and void, (iii) all of the
               securities of Blackstone Holdings or The Blackstone Group Inc., a Delaware limited corporation (whether
               vested or unvested and whether delivered or not yet  delivered) held by  or to be received by such
               Contracting Employee or Contracting Employee’s personal planning vehicle(s) shall be forfeited, (iv) no
               further such interests or securities will be awarded to Contracting Employee, and (v) all unrealized gains
               (by investment) related to Contracting Employee’s side by side investments will be  forfeited  (the
               foregoing are collectively referred to as the  “Blackstone Interests”). This Section  V.B supersedes any
               provision in  any document governing  Contracting Employee’s interests in  Blackstone (including any
               direct or indirect interests in any Blackstone Fund) to the extent such governing  document does not
               otherwise provide for forfeiture of the Blackstone Interests.








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