Page 19 - 5DFull
P. 19

(b)    Contracting Employee acknowledges that he or she has executed the  Restrictive
               Covenant Agreement and agrees that the terms thereof are incorporated herein by reference.


                       (c)    Contracting Employee agrees to comply with the confidentiality restrictions set forth in
               the Restrictive Covenant Agreement.

                       (d)    Contracting Employee may receive title changes during Contracting Employee’s
               employment with Blackstone (although nothing herein should be construed or interpreted as an assurance
               or promise of any title changes).  The restrictions on Contracting Employee contained in the Restrictive
               Covenant Agreement shall be in accordance with the time periods set out in the chart attached hereto as
               Schedule  B,  as  such periods  apply  to  Contracting  Employee’s title  in  effect from  time  to time, and
               provided further that such restrictions shall reflect any commitment period outlined in other agreements
               provided for under Section 9 below and attached hereto as  Schedule C  (the  “Commitment”), as
               applicable.  The time periods for such restrictions shall be deemed automatically amended (without the
               need for any further documentation) with any future titles that Contracting Employee may hold.

                       (e)    In addition to the obligations agreed to by the Contracting Employee in this Agreement
               and in the incorporated Restrictive Covenant Agreement, Contracting Employee acknowledges and agrees
               that Blackstone’s policies prohibit unlawful harassment and discrimination.  In the event that Blackstone
               determines that Contracting Employee has engaged in conduct that violates Blackstone’s policy
               prohibiting unlawful harassment and discrimination (as outlined in the Employee Handbook), Contracting
               Employee shall indemnify Blackstone with respect to any liability, judgments, settlements, awards,
               payments, costs, or legal  expenses incurred and paid by Blackstone related  to or arising from such
               conduct.

                       (f)    Except as otherwise provided by Section II.C of the Restrictive Covenant Agreement,
               Contracting Employee will reasonably cooperate with Blackstone in connection with any matter with
               which Contracting Employee is involved or any existing or potential claim, investigation, administrative
               proceeding, lawsuit or other legal or business matter which arises or arose during Contracting Employee’s
               employment  by Blackstone as lawfully requested by Blackstone.   This obligation will survive the
               expiration of this Agreement.

                       4.     Governance.  Contracting Employee acknowledges and agrees that becoming party to this
               Agreement does not afford Contracting Employee  any rights with respect to the management and/or
               operation of Blackstone.

                       5.     Representations and Warranties.    Contracting Employee represents and warrants  as
               follows:

                       (a)    Contracting Employee is not subject to (i) any restrictive covenants, including, without
               limitation, covenants, agreements or arrangements relating to competition, solicitation or confidentiality,
               arising from  any agreement, oral, written or otherwise, between  Contracting Employee  and  any other
               person or entity, or (ii) any agreement, oral, written or otherwise, between Contracting Employee and any
               other person or entity that will in any way compromise, limit or restrict Contracting Employee’s ability to
               perform his or her duties on behalf of Blackstone.

                       (b)    Except as otherwise disclosed to Blackstone’s Chief Legal Officer in writing, there are no
               actions, suits, governmental or self-regulatory investigations, claims or other legal proceedings pending
               or, to Contracting Employee’s knowledge, threatened against Contracting Employee.
   14   15   16   17   18   19   20   21   22   23   24