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Exhibit 10.21

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and

between Employer and Employee on the Effective Date.  Capitalized terms used in this

Agreement, but not otherwise defined in this Agreement, have the meanings given to such terms

in the Appendix of Key Terms, which is attached to this Agreement as Attachment 1, and is

considered a part of this Agreement for all purposes and is incorporated herein by reference.

RECITALS

A.Employer desires to employ Employee on the terms and conditions set forth herein; and

B.Employee desires to be employed by Employer on such terms and conditions.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1.Employment.  Employer agrees to employ Employee, and Employee hereby

accepts such employment, on the terms and conditions set forth herein for a term commencing on

the Commencement Date and ending on the date on which Employee’s employment is

terminated in accordance with Section 6 of this Agreement (the “Term”).

2.Duties.  During the Term of Employee’s employment by Employer:

a.Employee shall have the position of Title and will have the responsibilities,

duties and authority consistent with such position, and as defined and as

limited by Employee’s supervisor.

b.Employee shall concentrate Employee’s activities during the Term on: (i)

leading various strategic initiatives at the firm under the direction of the CFO

and COO; and (ii) such other responsibilities, consistent with Employee’s

position, as may reasonably be assigned to Employee by Employer from time

to time.

c.Employee shall devote Employee’s energies, attention, reasonable best efforts

and full and exclusive business time to the business and affairs of Carlyle,

provided that nothing in this Agreement shall preclude Employee from: (i)

engaging in personal investment activities (subject to Carlyle’s insider trading

and conflict of interest policies); (ii) engaging in activities consented to by

Employer in its sole discretion pursuant to Section 2.f. below; (iii) serving as a

member of the board of directors of the companies named on Schedule A

hereto, if any; or (iv) engaging in charitable, professional and/or community

activities, in each case so long as such activities do not materially conflict or

interfere with the proper performance of Employee’s duties hereunder. 

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d.Employee acknowledges and agrees that during the Term Employee owes a

fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best

interests of Carlyle and Employer and to do no act that would knowingly

injure the business, interests or reputation of Employer or Carlyle.  In keeping

with these duties, Employee shall make full disclosure during the Term to

Employer of all significant business opportunities that pertain to Carlyle’s

business, and Employee shall not appropriate for Employee’s own benefit

business opportunities concerning the subject matter of the fiduciary

relationship or that might benefit Carlyle, which business opportunities

Employee learned of during the Term.

e.Employee shall at all times comply with: (i) all applicable laws, rules and

regulations that are related to Employee’s duties and responsibilities assumed

hereunder and (ii) all corporate and business policies and procedures of

Carlyle and Employer that are applicable to employees in Employer’s U.S.

office locations, including, without limitation, the New York Attorney

General’s Public Pension Fund Reform Code of Conduct (the “Pension Code

of Conduct”).

f.Employee shall not, without the prior written approval of Employer in its sole

discretion, receive compensation or any direct or indirect financial benefit for

services rendered during the Term to any Person other than Employer. 

g.In connection with Employee’s execution of this Agreement, Employee shall

execute and deliver to Carlyle the certification attached hereto as Schedule B. 

Employee understands and acknowledges that Employer and Carlyle are

relying on the certifications and covenants set forth therein as a basis for their

compliance with the Pension Code of Conduct and that the accuracy of, and

Employee’s continued compliance with, such certifications and covenants are

conditions to Employee’s continued employment.

3.Location.  Employee’s office shall be located at Employer’s offices in the Office

Location, provided that subject to Employer’s policies applicable to employees of Employee’s

level of Title in the Office Location as in effect from time to time and which may be changed in

Employer’s sole discretion, Employee also may have a hybrid working arrangement pursuant to

which Employee may perform a portion Employee’s duties from Employee’s residence in the

Office Location area.  Employee is expected to travel during the Term to the extent reasonably

necessary to conduct Carlyle business, contingent upon any worldwide travel restrictions and

Employer’s then current policy regarding employee business travel. 

4.Compensation.  As compensation for Employee’s services, Employer shall pay

Employee the following compensation, subject to Section 6 below:

a.Employer shall pay to Employee the Base Salary Amount per annum

throughout the Term (payable in accordance with Employer’s payroll policies,

but in no event less frequently than once every month).  The Base Salary

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Amount may be prospectively increased by Employer from time to time in its

sole discretion, depending upon Employee’s performance. 

b.Employer intends to pay bonuses to Employee from time to time as described

below and as determined by Employer, provided that Employee is employed

by Employer at the time of payment of such bonuses (except as otherwise

indicated in Section 7 hereto) and the other terms and conditions for payment

of such bonuses as described herein are satisfied: 

 

i.2023 Guaranteed Bonus. Employee will be paid the 2023 Guaranteed

Bonus Amount as an annual bonus for calendar year 2023, payable at

the time other employees of Employee’s level of Title are paid annual

bonuses for calendar year 2023, but in no event later than March 15,

2024; provided that any discretionary bonuses paid before December

31, 2023 will first count against the 2023 Guaranteed Bonus Amount

(excluding any amounts previously paid in respect of the Make Whole

Bonus Amount).  For the avoidance of doubt, the Guaranteed Bonus

Amount will be prorated to reflect months worked.

ii.2024 Guaranteed Bonus. Employee will be paid the 2024 Guaranteed

Bonus Amount as an annual bonus for calendar year 2024, payable at

the time other employees of Employee’s level of Title are paid annual

bonuses for calendar year 2024, but in no event later than March 15,

2025; provided that any discretionary bonuses paid from January 1,

2024 through December 31, 2024, inclusive, will first count against

the 2024 Guaranteed Bonus Amount (excluding any amounts

previously paid in respect of the Make Whole Bonus Amount).

  

iii.Eligibility for Discretionary Bonuses Following Calendar Year 2024. 

For periods following calendar year 2024, all bonuses will be payable

to Employee at Employer’s discretion in connection with Employer’s

annual discretionary year-end performance-based bonus program. Any

discretionary bonus shall be payable in Currency in accordance with

Employer’s policies and procedures, and all or a portion of any such

discretionary bonus may be paid in restricted stock units (at the

election of Employer), but in no event shall any such discretionary

bonus be paid later than March 15 of the following year.  

iv. Make-Whole Bonus.  Employer shall pay the Make-Whole Bonus

Amount to Employee on Employer’s next regularly scheduled payroll

date that is 90 days after the Commencement Date.  Employee

understands and agrees that if at any time prior to the first anniversary

of the Commencement Date, Employee terminates Employee’s

employment pursuant to Section 6.c.ii. or Employer terminates

Employee’s employment pursuant to Section 6.b.ii., then, in each case,

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Employee shall repay to Employer the full Make-Whole Bonus

Amount received by Employee pursuant to this Section 4 b. iv within

30 days following the date of termination of Employee’s employment. 

The Make-Whole Bonus Amount shall not be payable by Employer if

Employee’s employment terminates for any reason, whether such

termination is by Employer or by Employee, prior to the date on which

the Make-Whole Bonus Amount is paid to Employee.

 

c.During the Term, Employee shall be eligible for reimbursement for all

reasonable expenses for travel, lodging, entertainment and other business

expenses in connection with Employer’s or Carlyle’s business, subject to

Carlyle’s business expense reimbursement policies applicable to employees in

the Office Location.

d.During the Term, Employee shall, as incidences of employment, be eligible to

participate in Employer’s employee benefit plans and programs, including

those providing health, insurance, retirement and vacation benefits, to the

same extent as offered to other employees with Employee’s tenure and level

of Title for the Office Location, subject to the terms and eligibility

requirements thereof and as such plans and programs may be amended from

time to time in Employer’s sole discretion. 

e.To the extent permitted by applicable securities and other laws, Employee

may be permitted (but not obligated) during the Term to make personal

investments directly in investments made by Carlyle and its investment funds

during the Term without fees or carried interest (unless otherwise specified in

the applicable subscription documents), provided that the amounts available

for personal investment by Employee shall be determined by Carlyle in a

manner consistent with Carlyle’s policies established for coinvestments by

other employees at the level of Title in the Office Location, including an

expense recovery allocation.  Coinvestments with respect to investments made

by a particular Carlyle investment fund may require Employee to make a

commitment to invest in all investments acquired by such fund during the

Term, in accordance with internal coinvestment policies adopted by Carlyle

with respect to such fund.

5.Background Investigation. Employee’s employment is contingent upon

Employer’s satisfactory completion of its background investigation of Employee, which shall be

completed within 90 days of the Commencement Date.  In addition, Employer may require that a

background investigation be conducted by an independent third party.  Following the

Commencement Date, Employee may be subject to periodic background checks from time to

time at Employer’s sole discretion.  An unsatisfactory background investigation, a delay in the

process due to lack of response from Employee for requested information or falsification,

misrepresentation or omission on Employee’s resume, new hire paperwork or other work records

will result in the termination of the offer of employment and in the event Employee’s

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employment has commenced, Employee’s employment shall be terminated and such termination

shall be deemed to be for Cause (as defined herein).

6.Termination.  If Employee does not commence employment with Employer, for

any reason, by the Commencement Date (including because any non-competition, garden leave,

notice period, or similar covenants applicable to Employee with any former employer have not

expired or been waived, or Employer’s earlier withdrawal of this Agreement for any reason), this

Agreement and any related agreement entered into between Employee and Carlyle shall be null

and void and no amounts shall be payable to Employee by Employer hereunder or thereunder. 

For the avoidance of doubt, Employee will not be an employee of Employer or Carlyle unless

and until Employee actually begins employment on the Commencement Date.  Employee’s

employment with Employer shall be terminable at any time during the Term as follows:

a.automatically upon Employee’s death;

b.by Employer, subject only to such notification requirements as are required by

this Section 6.b.:

i.upon Employee’s incapacitation by accident, sickness or other

circumstance that renders Employee mentally or physically incapable

of performing the duties and services required of Employee hereunder

for a period of at least 180 days during any 12-month period, subject to

the requirements of the Americans With Disabilities Act or any similar

applicable law;

ii.immediately for “Cause”, which for purposes of this Agreement means

that Employee has: (A) engaged in gross negligence or willful

misconduct in the performance of the duties required of Employee

hereunder; (B) willfully engaged in conduct that Employee knows or,

based on facts known to Employee, should know, is materially

injurious to Employer or any of its affiliates; (C) materially breached

any provision of this Agreement (other than Section 8.c. or Section

8.d., which are addressed in sub-section (F) below); (D) been

convicted of, or entered a plea bargain or settlement admitting guilt

for, (x) fraud, embezzlement or any other felony or (y) any

misdemeanor involving moral turpitude, in each case under the laws of

the United States or of any state or municipality or the District of

Columbia or any other country or any jurisdiction of any other country

(but specifically excluding for purposes of both clause (x) and (y),

minor traffic infractions); (E) been the subject of any judicial or

administrative order obtained or issued by the U.S. Securities and

Exchange Commission or similar agency or tribunal of any country,

for any securities violation involving insider trading, fraud,

misappropriation, dishonesty or willful misconduct (including, for

example, any such order consented to by Employee in which findings

of facts or any legal conclusions establishing liability are neither

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admitted nor denied); or (F) breached any provision of Section 8.c. or

Section 8.d; or

iii.for any other reason whatsoever, upon 30 days’ notice to Employee, or

immediately if Employer pays Employee 30 days’ compensation as

severance pay in exchange for execution of a separation agreement

including a Release; and

c.by Employee, at any time during the Term, subject only to such notification

requirements as are required by this Section 6.c.:

i.for Good Reason, which means: (A) a material breach of this

Agreement by Employer or (B) a significant, sustained reduction in, or

adverse modification of, the nature and scope of Employee’s authority,

duties and privileges during the Term (whether or not accompanied by

a change in title), but in each case only if (I) Employer has received

written notice from Employee of Employee’s intent to terminate

Employee’s employment for Good Reason and specifying in detail the

basis for such termination within 60 days following the first

occurrence of the event alleged to constitute Good Reason, (II) such

Good Reason has not been corrected or cured by Employer within 30

days after Employer’s receipt of such notice and (III) Employee

terminates Employee’s employment with Employer within 30 days

following the expiration of such 30-day cure period; or

ii.for any other reason whatsoever, upon notice to Employer given in

accordance with Section 17 hereof.

7.Effect of Termination. 

a.Upon termination of Employee’s employment for any reason,

Employee shall be entitled to receive: (i) any unpaid portion of the Base

Salary Amount that has been earned and accrued through the effective date

of such termination; (ii) reimbursement pursuant to Section 4.c. for

business expenses incurred by Employee during the Term; and (iii) any

vested amount accrued and arising from Employee’s participation in, or

benefits accrued under any employee benefit plans, programs or

arrangements, which amounts shall be payable in accordance with the

terms and conditions of such employee benefit plans, programs or

arrangements, and, except in the case of a termination pursuant to Section

6.b.ii., amounts accrued and arising from any equity-based incentive plan. 

Except as otherwise expressly required by law (e.g., COBRA) or as

specifically provided herein, all of Employee’s rights to salary, severance,

benefits, bonuses and other compensatory amounts hereunder (if any) shall

cease upon the termination of Employee’s employment hereunder.  In the

event that Employee’s employment is terminated by Employer for any

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reason, Employee’s sole and exclusive remedy shall be to receive the

payments and benefits described in this Section 7. 

b.If at any time on or before the first anniversary of the

Commencement Date (provided that Employee commenced employment

with Employer on the Commencement Date): (i) Employee terminates

Employee’s employment pursuant to Section 6.c.i. and Employer could

not have terminated Employee’s employment for Cause pursuant to

Section 6.b.ii. or (ii) Employer terminates Employee’s employment

pursuant to Section 6.b.iii., then, in either case, subject to Employee

timely signing and not revoking a release of claims in a form reasonably

acceptable to Employer that releases Employer and its affiliates from

further claims and liabilities relating to Employee’s employment and the

termination of Employee’s employment (other than claims for

indemnification pursuant to Section 9) (the “Release”), Employer shall

pay (in addition to the payments and benefits set forth in Section 7.a.) cash

severance to Employee, within 60 days after the date of such termination,

in a lump sum amount equal to the sum of (x) the unpaid portion of the

Base Salary Amount that Employer would have paid Employee from the

date of such termination through the first anniversary of the

Commencement Date if Employee’s employment had not terminated, plus

(y) the excess, if any, of the sum of the 2023 Guaranteed Bonus Amount

and 2024 Guaranteed Bonus Amount over the cumulative amount of all

bonuses actually paid to Employee pursuant to Section 4 through the

effective date of such termination (including, without limitation, amounts

previously paid in respect of the 2023 Guaranteed Bonus Amount and the

2024 Guaranteed Bonus Amount from the Commencement Date through

such date of employment termination, but excluding any amounts

previously paid in respect of the Make Whole Bonus Amount).  

c.If at any time after the first anniversary of the Commencement

Date and on or before the second anniversary of the Commencement Date

(provided that Employee commenced employment with Employer on the

Commencement Date): (i) Employee terminates Employee’s employment

pursuant to Section 6.c.i. and Employer could not have terminated

Employee’s employment for Cause pursuant to Section 6.b.ii. or

(ii) Employer terminates Employee’s employment pursuant to Section

6.b.iii., then, in either case, subject to Employee timely signing and not

revoking a Release, Employer shall pay (in addition to the payments and

benefits set forth in Section 7.a.) cash severance to Employee, within 60

days after the date of such termination, in a lump sum amount equal to the

sum of (x) 25% of the Base Salary Amount, plus (y) the excess, if any, of

the sum of the 2023 Guaranteed Bonus Amount and 2024 Guaranteed

Bonus Amount over the cumulative amount of all bonuses actually paid to

Employee pursuant to Section 4 through the effective date of such

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termination (including, without limitation, amounts previously paid in

respect of the 2023 Guaranteed Bonus Amount and the 2024 Guaranteed

Bonus Amount from the Commencement Date through such date of

employment termination, but excluding any amounts previously paid in

respect of the Make Whole Bonus Amount). 

d.If at any time after the second anniversary of the Commencement

Date (provided that Employee commenced employment with Employer on

the Commencement Date): (i) Employee terminates Employee’s

employment pursuant to Section 6.c.i. and Employer could not have

terminated Employee’s employment for Cause pursuant to Section 6.b.ii.

or (ii) Employer terminates Employee’s employment pursuant to Section

6.b.iii., then, in either case, subject to Employee timely signing and not

revoking the Release, Employer shall pay (in addition to the payments and

benefits set forth in Section 7.a.) cash severance to Employee, within 60

days after the date of such termination, in a lump sum amount that is equal

to 25% of the Base Salary Amount. 

e.The sole liability of Employer under this Agreement upon a

termination of Employee’s employment (provided that Employee

commenced employment with Employer on the Commencement Date)

shall be: (i) to pay the amounts expressly provided for in this Section 7 as

being due and owed upon such termination and (ii) to comply with any

other obligations under this Agreement that expressly survive termination

of Employee’s employment or pursuant to any other written agreements

between Employee and Employer or pursuant to any employee benefit

plan. 

f.To the extent that Employee is required to deliver a signed Release

as a pre-condition to receiving payments under this Section 7, such signed

Release must be delivered to Employer by no later than forty-five (45)

days following the date of termination of Employee’s employment.  If

Employee fails to sign and deliver the Release on or prior to such date or

timely revokes acceptance of the Release thereafter, Employee shall not be

entitled to any severance benefits under this Agreement.  In any case

where the forty-five (45) day period following the date of termination of

Employee’s employment straddles two separate calendar years, any

payments of “nonqualified deferred compensation” (within the meaning of

Section 409A) included in the severance benefits shall be made in the later

calendar year, regardless of when the signed Release is delivered by

Employee to Employer.  

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8.Records and Confidential Data. 

a.All memoranda, notices, files, records and other documents made or compiled

by Employee during the Term in the ordinary course of business or made

available to Employee concerning the business of Carlyle (including, without

limitation, any “best practices” materials made available to Employee), shall

be Employer’s property and shall be delivered to Employer promptly

following its request therefor or automatically promptly following the end of

the Term.

b.Employee acknowledges that, in and as a result of Employee’s employment

hereunder, Employee will be making use of and/or acquiring confidential or

proprietary information, knowledge and data developed by Carlyle and its

affiliates that is of a special and unique nature and value to Carlyle, including,

but not limited to, financial, tax, privileged or economic information relating

to Carlyle (including, for this purpose, any affiliates, members, partners and

employees) or any other confidential or proprietary information relating to the

business, strategic, advertising, marketing, trade practices or investment

activities of Carlyle or any affiliates, members or any portfolio investments

held by any investment fund controlled by Carlyle or its affiliates

(collectively, “Confidential Information”).  Employee shall not at any time,

directly or indirectly, disclose to any Person (other than Carlyle) or use for

any purpose other than in accordance with Employee’s employment with

Carlyle, any Confidential Information (regardless of whether such information

qualifies as a “trade secret” under applicable law) that has been obtained by or

disclosed to Employee as a result of Employee’s employment by Employer

unless: (i) authorized in writing by Employer; (ii) such information,

knowledge or data is or becomes available to the public generally without

breach of this Section 8; (iii) disclosure is required to be made pursuant to an

order of any court or government agency, subpoena or legal process; (iv)

disclosure is made to officers, directors or affiliates of Employer or Carlyle

(and the officers and directors of such affiliates) or to auditors, counsel, or

other professional advisors to Employer or Carlyle; or (v) disclosure is

required by a court, mediator or arbitrator in connection with any litigation or

dispute between Employer and Employee. Employee shall immediately

supply Employer with a copy of any legal process delivered to Employee

requesting Confidential Information.  Prior to any disclosure of Confidential

Information, Employee shall seek to obtain an order reasonably acceptable to

Employer protecting the confidentiality of such information (and shall not

disclose such Confidential Information until such a protective order

satisfactory to Employer has been obtained), and notify Employer as soon as

reasonably practicable (and in any event at least ten (10) Business Days in

advance of disclosing such Confidential Information) of such disclosure.

Employee agrees that Employee’s obligations under this Section 8 may be

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enforced by specific performance and that breaches or prospective breaches of

this Section 8 may be enjoined. 

c.Employee will not disclose publicly any information about Carlyle’s private

placement fundraising efforts, or the name of any fund vehicle that has not

had a final closing of commitments, and will not discuss (or authorize others

to discuss) any such private placement fundraising information with any

reporter or representative of any press or other public media.   

d.Employee represents that Employee’s execution and delivery of this

Agreement to Employer as of the Effective Date does not and that Employee’s

commencement of Employee’s employment by Employer on the

Commencement Date will not violate or breach any agreement to which

Employee is a party with any former employer or other service recipient,

including, but not limited to, any non-competition or non-solicitation

agreement, any agreement to keep in confidence or refrain from using

information acquired by Employee prior to Employee’s employment by

Employer or any other restrictive covenant contained in any agreement to

which Employee is a party with any former employer or other service

recipient.  Employee agrees that Employee will not perform any work, engage

in any activities or provide any services with, to, for or on behalf of Employer

prior to the Commencement Date, or otherwise take any actions (or inaction)

that would violate any agreements or covenants between Employee and any

former employer or other service recipient.  Employee represents and agrees

that Employee’s entry into this Agreement and the payment of any amounts

hereunder by Employer will not violate any agreements or covenants between

Employee and any former employer (or other counter-party).  Employee

further agrees that during Employee’s employment by Employer, Employee

will not violate any provision in any agreement to which Employee is a party

or any covenant in any agreement to which Employee is a party related to

non-competition, non-solicitation or confidentiality, including any such

agreements or covenants Employee entered into with any former employer (or

other counter-party).  Employee agrees that Employee will not improperly

make use of or disclose any confidential information or trade secrets of any

former employer or other third party, nor will Employee bring onto the

premises of Employer or use any unpublished documents or any property

belonging to any former employer or other third party, in violation of any

agreements with such former employer or third party.

e.Employee indemnifies Employer and its affiliates and holds them harmless

from any losses, expenses (including, but not limited to, attorneys’ fees and

costs) or damages incurred as a result of Employee’s actual or alleged

violation or breach of this Section 8. Employee shall also pay for any losses,

expenses (including, but not limited to, attorneys’ fees and costs) or damages

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Employee personally incurs as a result of Employee’s actual or alleged

violation or breach of this Section 8.

f.Notwithstanding any other provision of this Agreement, Employee agrees that

upon accepting employment with a different employer, and in any event prior

to commencing employment with such employer, Employee will disclose to

such employer Employee’s obligations under this Agreement, including

Employee’s obligations under this Section 8 (“Records and Confidential

Information”) and under Sections 11 (“Non-Competition”) and 12 (“Non-

Solicitation”), and Employee hereby agrees that Employer may confirm such

disclosure with such employer, and that Employee will provide the necessary

contact information for such confirmation promptly following request therefor

by Employer.

g.Notwithstanding any other provision of this Agreement: (i) no provision of

this Agreement prohibits or restricts any employee from reporting possible

violations of law or other whistleblower information to a government

regulator or governmental agency (including the right to receive an award for

information provided to any such government agencies); (ii) Carlyle’s consent

is not required for such disclosure to a regulator or governmental agency; and

(iii) notice to Carlyle is not required in the case of such whistleblower

disclosure to a government regulator or government agency. Notwithstanding

the foregoing, under no circumstance is Employee authorized to disclose

information covered by Carlyle’s attorney-client privilege or attorney work

product without Carlyle’s prior written consent.  The obligations under this

Section 8 shall survive the termination or expiration of this Agreement and

any termination of Employee’s employment. 

9.Indemnification. 

a.Employer will cause each investment fund to which Employee provides

investment advice to indemnify, defend (limited to reasonable attorneys’ fees

and costs) and hold Employee harmless for all losses, costs, expenses or

liabilities based upon or related to acts, decisions or omissions made by

Employee in good faith during the Term while performing services on behalf

of such investment fund  within the scope of Employee’s employment for

Employer, provided that such acts, decisions or omissions do not constitute

fraud, willful misconduct or gross negligence. Provided further that as a

condition to indemnification in any proceeding in which Employee seeks

indemnification, Employee shall be required to: (i) keep Carlyle or its

designated counsel fully informed of the progress, relevant facts, issues and

events of such proceeding; (ii) cooperate with Carlyle and its counsel in the

defense of any such proceeding in accordance with this Agreement; (iii)

provide truthful testimony in and diligently pursue defense of such

proceeding; and (iv) refrain from settling such proceeding without Carlyle’s

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approval and unless such settlement has a full and unconditional release of

Carlyle and Employee and imposes no payment obligations on Carlyle (to

Employee or any other Person). The obligations of such investment funds

under this Section 9 shall survive any termination of Employee’s employment. 

The indemnification of Employee hereunder shall be secondary to and in

excess of any and all payment to which Employee is entitled pursuant to any

insurance policy issued to or for the benefit of Employee, Carlyle and/or any

Carlyle portfolio company.

b.Notwithstanding the foregoing, the indemnification obligations of each

investment fund to which Employee provides investment advice shall be

subject to the conditions that such acts, decisions or omissions made by

Employee do not constitute fraud, willful misconduct or gross negligence. If,

when and to the extent that any investment fund to which Employee provides

investment advice determines that Employee would not be permitted to be so

indemnified under applicable law, the investment fund to which Employee

provides investment advice shall be entitled to be reimbursed by Employee

(who hereby agrees to reimburse each investment fund to which Employee

provides investment advice) for all such amounts paid prior to that

determination.  It is understood and agreed that the foregoing agreement by

Employee shall be deemed to satisfy any requirement that Employee provide

any investment fund to which Employee provides investment advice with an

undertaking to repay any advanced amounts if it is determined that Employee

is not entitled to indemnification under applicable law.

c.In the event of any indemnification made by a Carlyle investment fund with

respect to Employee, then such investment fund shall be subrogated to the

extent of such payment to all of the rights of recovery of Employee, including

the rights of Employee under any insurance policies.  Employee shall

cooperate with each investment fund to which Employee provides investment

advice, execute all papers reasonably required and do everything that may be

reasonably necessary to secure such rights, including the execution of such

documents necessary to enable each investment fund to which Employee

provides investment advice effectively to bring suit to enforce such rights.

d.The obligations of each such investment fund to which Employee provides

investment advice under this Section 9 shall survive any termination of this

Agreement.

10.Non-Disparagement.  Employee covenants and agrees that, both during and at all

times following Employee’s employment with Employer, except as prohibited by applicable law,

Employee shall not make any communication (in writing, orally or otherwise) that is disparaging

about Carlyle or Carlyle’s affiliates, investment funds or portfolio companies or any of their

respective principals, directors, businesses, partners, officers or agents.  For purposes of this

Agreement, a communication that is disparaging includes, but is not limited to, any

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communication that is critical or derogatory or that may reasonably be expected to tend to injure

the reputation or business of Carlyle or such Person.  Employee agrees and acknowledges that

the foregoing non-disparagement covenant is a material inducement to Carlyle to enter into this

Agreement and, as such, it is agreed by the parties that any violation of this Section 10 by

Employee will constitute a material breach of this Agreement. Employee further agrees that the

remedy at law for any breach of this Section 10 may be inadequate, and that Carlyle shall, in

addition to whatever other remedies it may have at law or in equity, be entitled (without posting

bond or other security) to injunctive or other equitable relief, as deemed appropriate by any such

court or tribunal of competent jurisdiction, to prevent a breach of Employee’s obligations as set

forth in this Section 10. Notwithstanding the foregoing, Employee shall not be deemed to have

violated this Section 10 in the case of any communication that is made: (a) pursuant to a court

order, subpoena or legal process; (b) to a court, mediator, government agency or arbitrator in

connection with any litigation or dispute between Employer and Employee; or (c) exclusively to

Employer in the course of Employer’s supervision or review of Employee’s job performance. 

The obligations under this Section 10 shall survive the expiration or termination of this

Agreement.

11.Non-Competition. In consideration of the benefits and promises provided herein,

Employee covenants and agrees that, both during Employee’s employment with Employer and, if

Employer terminates Employee’s employment with Employer pursuant to Section 6.b.ii. or if

Employee voluntarily terminates Employee’s employment with Employer pursuant to Section

6.c.ii., in either case, for the applicable period shown on Attachment 2 hereto (determined based

on Employee’s corresponding title and level on the date on which, as applicable, Employer

terminates Employee’s employment or Employee notifies Employer of Employee’s intent to

voluntarily terminate Employee’s employment) following the date of the termination of

Employee’s employment with Employer or, if earlier and to the extent applicable, the date on

which Employee notifies Employer of Employee’s intent to  voluntarily terminate Employee’s

employment (such period, as applicable, the “Non-Competition Period”), Employee will not,

directly or indirectly, without the prior written consent of Employer, provide services to a

“Competing Investment Business” (as defined below).  The Non-Competition Period shall run

concurrently with any “Notice Period” (as defined in Section 17) and shall not be extended by

the Notice Period. For purposes of this Agreement, a “Competing Investment Business” shall

mean any alternative asset management investment advisory business (whether stand-alone or

part of a larger organization) or other business engaging in similar investment sponsorship

activity (such as providing investment advisory services for the benefit of a special purpose

acquisition company) and shall include, without limitation, any business engaging in the

activities and business strategies of the investment funds, vehicles and accounts and other

investment products, services and lines of business operated by or within Carlyle’s business

during the term of Employee’s employment.  Employee acknowledges and agrees that Carlyle’s

business is worldwide in scope and therefore this restriction governs Employee’s activities

anywhere in the world where Employee (i) provided services; (ii) directly or indirectly

supervised or managed business operations and/or employees; and/or (iii) maintained client or

investor relationships, in each case on behalf of Carlyle’s business.  Employee shall be deemed

to be “providing services” to a Competing Investment Business if Employee provides services

directly or indirectly, whether individually or through or by another person or an entity in which

14

Employee is a director (or the equivalent), officer, employee, consultant, representative, agent or

otherwise, to a Competing Investment Business.  Employee shall not be deemed to be “providing

services” to a Competing Investment Business if (A) the Competing Investment Business is a

publicly traded entity and Employee’s only relationship with such entity is an equity stake of five

percent (5%) or less or (B) Employee indirectly holds an equity interest of five percent (5%) or

less of the interests in a Competing Investment Business that is providing services through a fund

or similar investment vehicle in which Employee is a limited partner (or functional equivalent)

with no direction or control over the investments of such fund or other investment vehicle.  The

restrictions contained in this Section 11 do not prevent Employee from (I) managing Employee’s

personal investment activities that are not a Competing Investment Business and for which

Employee receives no compensation in any form or (II) participating in charitable, community,

literary and artistic activities, subject to Section 1(c) hereof.  Employee agrees that this Section

11 may briefly limit Employee’s ability to earn a livelihood in a business similar to Carlyle’s

business, but Employee nevertheless hereby agrees and hereby acknowledges that the

consideration provided to Employee in this Agreement is adequate to support the restrictions

contained herein. Employee further agrees that the restrictions set forth in this Section 11 are

reasonable and necessary to protect Carlyle’s confidential information (including trade secrets),

goodwill and other legitimate business needs. In the event that any court or tribunal of competent

jurisdiction shall determine this Section 11 to be unenforceable or invalid for any reason,

Employee and Carlyle agree that this Section 11 shall be interpreted to extend only over the

maximum period of time, geographic area and scope of activities for which it may be

enforceable,  as determined by such court or tribunal.  Employee agrees and acknowledges that

the foregoing non-competition covenant is a material inducement to Carlyle to enter into this

Agreement and, as such, it is agreed by Carlyle and Employee that any breach or threatened

breach of this non-competition restriction by Employee may result in substantial, continuing and

irreparable injury to Carlyle and will constitute a material breach of this Agreement and shall

entitle Carlyle to cease making any payment pursuant to this Agreement, among other remedies.

In the event of Employee’s breach or threatened breach of this this non-competition restriction,

Employee agrees and acknowledges that Carlyle shall be entitled to forfeiture and/or clawback of

the economic and/or equity interests Employee has received from Carlyle, in addition to

whatever other remedies at law Carlyle may have.  Employee and Carlyle further agree that the

remedy at law for any breach or threatened breach of this Section 11 by Employee may be

inadequate, and that Carlyle shall, in addition to whatever other remedies Carlyle may have at

law or in equity, be entitled (without posting bond or other security) to injunctive relief, specific

performance and/or other equitable relief, as deemed appropriate by any court or tribunal of

competent jurisdiction, to prevent a breach of Employee’s obligations as set forth in this Section

11. The obligations under this Section 11 shall survive the termination of Employee’s

employment and the expiration or termination of this Agreement.

12.Non-Solicitation.  Employee covenants and agrees that, both during the Term of

Employee’s employment with Employer and for a period of twelve months after the last day that

Employee is employed by Employer or an affiliate thereof (regardless of the reason for the

termination of Employee’s employment), Employee will not, directly or indirectly, without the

prior written consent of Carlyle: (a) participate in any capacity, including as an investor or an

advisor, in any transaction that Carlyle or any of its affiliates was actively considering investing

15

in or offering to invest in prior to the date of termination; (b) solicit, contact or identify investors

in any investment partnership, fund, vehicle or managed account controlled or advised by Carlyle

or its affiliates (to the extent Employee knows that such Person is an investor, directly or

indirectly, in such partnership, fund, vehicle or managed account) on behalf of any Person; or (c)

recruit, solicit, hire, induce or seek to induce or hire any then-current employee or member of

Carlyle or its affiliates to become employed by Employee or any other Person.  Employee agrees

that this Section 12 may briefly limit Employee’s ability to earn a livelihood in a business similar

to the business conducted by Employer, but Employee nevertheless hereby agrees and hereby

acknowledges the consideration provided to Employee in this Agreement is adequate to support

the restrictions contained herein. Employee further agrees that the restrictions set forth in this

Section 12 are reasonable and necessary to protect Carlyle’s confidential information (including

trade secrets), goodwill and other legitimate business needs.  In the event that any court or

tribunal of competent jurisdiction shall determine this Section 12 to be unenforceable or invalid

for any reason, Employee and Carlyle agree that this Section 12 shall be interpreted to extend

only over the maximum period of time, geographic area and scope of activities for which it may

be enforceable, as determined by such court or tribunal. Employee agrees and acknowledges that

the foregoing non-solicitation covenant is a material inducement to Carlyle to enter into this

Agreement and, as such, Carlyle and Employee agree that any breach or threatened breach of this

Section 12 by Employee may result in substantial, continuing and irreparable injury to Carlyle

and will constitute a material breach of this Agreement and shall entitle Carlyle to cease making

any payment pursuant to this Agreement, among other remedies. In the event of Employee’s

breach or threatened breach of this Section 12, Employee agrees and acknowledges that Carlyle

shall be entitled to forfeiture and/or clawback of the economic and/or equity interests Employee

has received from Carlyle, in addition to whatever other remedies at law Carlyle may have. 

Employee further agrees that the remedy at law for any breach or threatened breach of this

Section 12 may be inadequate, and that Carlyle shall, in addition to whatever other remedies it

may have at law or in equity, be entitled (without posting bond or other security) to injunctive

relief, specific performance and/or other equitable relief, as deemed appropriate by any court or

tribunal of competent jurisdiction, to prevent a breach of Employee’s obligations as set forth in

this Section 12.  The obligations under this Section 12 shall survive the expiration or termination

of this Agreement and the termination of Employee’s employment.

13.Offset.  To the fullest extent permitted by law, Carlyle shall have the right to set-

off or otherwise withhold, any and all proceeds, distributions and payments (other than wages

due to Employee solely by virtue of such Employee’s status as an employee), including without

limitation, bonus payments, equity-based awards and any amounts representing such Employee’s

direct and indirect share of distributions or incentive fees otherwise payable from any Carlyle-

related fund or entity (including Carlyle’s investment or coinvestment funds), in order to recover

any amounts due to Carlyle from Employee, including damages as a result of breach of any

contractual obligation that Employee has to Employer.

14.Governing Law.  The validity of this Agreement and any of the terms or

provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws

of the Governing Jurisdiction, without reference to any conflict of law or choice of law principles

in the Governing Jurisdiction that might apply the law of another jurisdiction.

16

15.Counterparts. This Agreement may be executed in multiple original counterparts,

each of which shall be deemed an original and all of which together shall constitute one and the

same document. Signature pages in “.pdf” form or other electronic signatures (including

signatures via DocuSign) shall be deemed original signatures of this Agreement.

16.Arbitration.

a.Except as otherwise provided below or prohibited by applicable law, any

dispute, claim or controversy arising in connection with or relating to this

Agreement or otherwise in connection with or relating to Employee’s

employment with Employer (including any statutory claims), Employee’s

carried interest participation (if applicable), Employee’s equity incentive

awards in respect of The Carlyle Group Inc. (if applicable) and Employee’s

personal coinvestments (if applicable) shall be settled by arbitration in

accordance with the Commercial Arbitration Rules of the American

Arbitration Association (except as modified herein).  No such arbitration

proceedings shall be commenced or conducted until at least 60 days after the

parties, in good faith, shall have attempted to resolve such dispute by mutual

agreement. The parties hereby agree to endeavor in good faith to resolve any

dispute by mutual agreement.  If mutual agreement cannot be attained, any

disputing party, by written notice to the other (“Arbitration Notice”) may

commence arbitration proceedings.  Such arbitration shall be conducted before

a single arbitrator mutually selected by the parties.  A court of competent

jurisdiction shall appoint any arbitrator who has not been appointed within 60

days after the date of the Arbitration Notice.  Judgment may include costs and

attorneys’ fees and may be entered in any court of competent jurisdiction. 

The arbitration shall be conducted in the Arbitration Location or such other

location as Employer and Employee may agree, in the English language and

all monetary awards shall be in Currency.  Arbitration shall be the sole

method of resolving disputes not settled by mutual agreement.  The

determination of the arbitrator shall be final, not subject to appeal, and binding

on all parties and may be enforced by appropriate judicial order of any court

of competent jurisdiction. The arbitration proceedings contemplated by this

Agreement shall be confidential and private to the maximum extent permitted

by law, and such confidentiality obligations shall be enforceable by

injunction.

b.Notwithstanding the foregoing, in the event of any claim or controversy

arising in connection with this Agreement for which the remedy is equitable

or injunctive relief, unless otherwise prohibited by law, the aggrieved party

shall be entitled to seek injunctive or other equitable relief from any court of

competent jurisdiction, including where necessary: (i) to compel arbitration;

(ii) to obtain interim measures of protection prior to or pending arbitration;

(iii) to seek injunctive relief in the courts of any jurisdiction as may be

necessary and appropriate to protect the unauthorized disclosure of its

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proprietary or confidential information, or to enforce the provisions of

Sections 8, 9, 10, 11 and 12 of this Agreement; and (iv) to enforce any

decision of the arbitrator, including the final award.

17.Notice Period.  Given the importance of Employee’s position with Employer,

Employee’s access to and use of Confidential Information (as defined herein) and the irreparable

harm that Employee’s departure would likely cause Carlyle, its investor relationships and its

business opportunities, Employee agrees that if Employee resigns or retires from employment

with Employer in accordance with Section 6.c., Employee will provide Employer with advance

written notice of Employee’s intent to so resign or retire of at least the number of months shown

on Attachment 2 hereto (determined based on Employee’s corresponding title and level on the

date on which Employee notifies Employer of Employee’s intent to so resign or retire) (the

“Notice Period”).  During the Notice Period, Employee will remain an employee of Employer

and will not be free to begin an employment relationship with another Person, absent Employer’s

authorized written consent.  During the Notice Period, Employer shall continue to pay Employee

the Base Salary Amount at the rate then in effect in accordance with Employer’s payroll policies. 

During the Notice Period, Employee will be eligible to participate in Employer’s benefit plans to

the extent permitted by such plans and applicable law. Employee will not otherwise be eligible to

receive any other compensation during the Notice Period. During the Notice Period, Employer

reserves the right, in its sole discretion, to: (a) change or remove any or all of Employee’s duties;

(b) require Employee to remain away from the Employer’s premises; and/or (c) take such other

action as determined by Employer to aid and assist in the transition process associated with

Employee’s departure.  During the Notice Period, Employee must continue to act in a manner

consistent with this Agreement and Employee’s duty of loyalty and exclusivity to Employer. 

Employer, in its sole discretion, may waive all or a portion of the Notice Period and/or the

provisions of this Section 18 at any time and for any reason or for no reason.  For the avoidance

of doubt, if Employer waives all or a portion of the Notice Period and/or the provisions of this

Section 18, Employee shall not be entitled to any Base Salary Amount or continued participation

in Employer’s benefit plans (except as otherwise provided by applicable law) for the portion of

the Notice Period that has been waived. To the extent Employer shortens or waives the Notice

Period, Employer shall also reduce the Non-Competition Period by the same amount of time.

18.Provisions.  Employer shall receive the benefit of all provisions of this Agreement

on its own behalf and as trustee on behalf of all other relevant Carlyle entities and their portfolio

companies. 

19.Defend Trade Secrets Act Disclosure.  By Employee’s signature to this

Agreement, Employee acknowledges that Employee has received and reviewed The Carlyle

Group’s Whistleblower Policy, which is attached hereto as Attachment 3, and which, among

other things, provides written notice to Employee of certain immunity provided by the Defend

Trade Secrets Act, 18 U.S.C. § 1833(b).

20.Notices. Any notice required or permitted to be given under this Agreement must

be in writing and will be deemed to have been duly given and effective to the Employer when

sent by email and confirmed via telephone to the General Counsel or Chief Human Resources

18

Officer; if to Employee, when sent by email to the business or personal email address on file

with the Employer and confirmed via telephone to the personal number on record with

Employer.

21.Withholding.  All payments hereunder will be subject to withholding of

applicable federal, state and local income and employment taxes and other deductions, in each

case, as required by law or as elected by Employee.

22.At-Will Employment.  Employee’s employment with Employer will be on an “at-

will” basis, meaning that either Employee or Employer may terminate Employee’s employment

at any time and for any reason or no reason, subject to Employer’s or Employee’s obligations

pursuant to Section 6 and Section 7.  Further, Employee’s continued employment, as well as

Employee’s participation in any benefit programs does not assure Employee of continuing

employment with Employer.  Employer also reserves the right to modify or amend the terms of

its benefit plans at any time for any reason.  This policy of at-will employment is the entire

agreement as to the duration of Employee’s employment and may only be modified upon an

express written approval of Carlyle.

23.No Assignment.  Employer shall not, without Employee’s consent, assign any of

Employer’s rights, interests, obligations or entitlements under this Agreement to any Person

other than a commonly controlled affiliate of Employer in connection with an internal

reorganization of Carlyle. This Agreement will be binding on all successors and assigns of

Employer and Carlyle.  Employee may not assign any of Employee’s rights or obligations under

this Agreement.

24.Headings.  The section headings in this Agreement are for convenience of

reference only and will in no event affect the meaning or interpretation of this Agreement.

25.Duration of Terms.  The respective rights and obligations of the parties hereunder

will survive any termination of Employee’s employment and the termination of the Term to the

extent necessary to give effect to such rights and obligations.

26.Entire Agreement.  This Agreement and the documents and Attachments

referenced herein: (a) constitute the entire agreement among Employer and Employee with

respect to the subject matter hereof; (b) supersede any prior agreement or understanding among

or between them with respect to such subject matter, except any prior confidentiality agreement

or assignment of rights agreement Employee signed for the benefit of Employer or its affiliates;

and (c) may not be amended except in a writing signed by both Employer and Employee.

27.Section 409A.  The intent of the parties is that the payments and benefits that are

eligible to be received under this Agreement shall comply with or be exempt from the applicable

requirements of Section 409A, and, accordingly, to the maximum extent permitted, this

Agreement will be administered and interpreted in accordance with such intent.    Each payment

made under this Agreement shall be designated as a “separate payment” within the meaning of

Section 409A.  Except as permitted by Section 409A, (a) Employee’s right to reimbursement or

in-kind benefits shall not be subject to liquidation or exchange for another benefit, (b) the

19

amount of Employee’s expenses eligible for reimbursement, or in-kind benefits provided, during

any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to

be provided, in any other taxable year and (c) in no event shall any expenses be reimbursed after

the last day of the calendar year following the year in which Employee incurred such expenses. 

In no event whatsoever shall Carlyle be liable for any tax, interest or penalties that may be

imposed on Employee by Section 409A. Notwithstanding any provisions of this Agreement to

the contrary, if Employee is a “specified employee” (within the meaning of Section 409A and

determined pursuant to any policies adopted by Carlyle consistent with Section 409A) at the time

of Employee’s separation from service, and if any portion of the payments or benefits to be

received by Employee upon separation from service would be considered deferred compensation

under Section 409A and cannot be paid or provided to Employee without Employee incurring

taxes, interest or penalties under Section 409A, amounts that would otherwise be payable

pursuant to this Agreement and benefits that would otherwise be provided pursuant to this

Agreement, in each case, during the six-month period immediately following Employee’s

separation from service will instead be paid or made available on the earlier of (a) the first

Business Day of the seventh month following the date of Employee’s separation from service or

(b) Employee’s death.

[Signature Page Follows]

20

IN WITNESS WHEREOF, the undersigned Employer and Employee each have executed

this Agreement as of the Effective Date.

EMPLOYER:	THE CARLYLE GROUP EMPLOYEE CO., L.L.C.
	By: /s/ Bruce Larson
	Name: Bruce M. Larson
	Title: Chief Human Resources Officer
EMPLOYEE:	/s/ Lindsay LoBue
	Lindsay LoBue

21

ATTACHMENT 1

APPENDIX OF KEY TERMS

This Appendix of Key Terms is considered a part of the employment agreement (the

“Employment Agreement”) to which it is attached for all purposes and is incorporated by

reference into the Employment Agreement. For purposes of the Employment Agreement, the

following terms shall have the meanings ascribed to them below:

1.“Agreement” means the Employment Agreement between Employer and Employee that

is effective as of the Effective Date.

2.“Arbitration Location” means New York.

3.“Arbitration Notice” has the meaning given to it in Section 16.a. of the Employment

Agreement.

4.“Base Salary Amount” means $500,000 per annum in Currency.

5.“Business Day” means each day that is not a Saturday, Sunday or other day on which

banking institutions in New York, New York are authorized or required by law to close.

6.“Carlyle” means Carlyle Investment Management, L.L.C. and its affiliates collectively

operating under the trade name “The Carlyle Group,” which, for the avoidance of doubt,

includes Employer and its affiliates.

7.“Cause” has the meaning given to it in Section 6.b.ii. of the Employment Agreement.

8. “Commencement Date” means October 16, 2023.

9.“Competing Investment Business” has the meaning given to it in Section 11 of the

Employment Agreement.

10.“Confidential Information” has the meaning given to it in Section 8.b. of the Employment

Agreement.

11.“Currency” means USD.

12.“Effective Date” means September 28, 2023.

13.“Employee” means Lindsay LoBue.

14.“Employer” means The Carlyle Group Employee Co., L.L.C., a Delaware limited liability

company.

15.“Good Reason” has the meaning given to it in Section 6.c.i. of the Employment

Agreement.

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16.“Governing Jurisdiction” means the State of New York.

17.“Make-Whole Bonus Amount” means $61,000 in Currency.

18.“Non-Competition Period” has the meaning given to it in Section 11 of the Employment

Agreement.

19.“Notice Period” has the meaning given to it in Section 17 of the Employment

Agreement.

20.“Office Location” means New York, New York.

21.“Pension Code of Conduct” has the meaning given to it in Section 2.e. of the

Employment Agreement.

22.“Person” means all natural persons, corporations, business trusts, associations,

companies, partnerships, joint ventures and other entities and governments and agencies

and political subdivisions.

23.“Release” has the meaning given to it in Section 7.b. of the Employment Agreement. 

24.“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended,

and the regulations and other interpretive guidance issued thereunder.

25.“Term” has the meaning given to it in Section 1 of the Employment Agreement.

26.“Title” means Managing Director - Partner, Level 10.

27.“2023 Guaranteed Bonus Amount” means $1,000,000 in Currency, which represents a

full year amount and will be prorated upon confirmed Commencement Date to reflect actual

months worked.  For the avoidance of doubt, if the Commencement Date is October 16, 2023,

the 2023 Guaranteed Bonus Amount will be $211,000.

28.“2024 Guaranteed Bonus Amount” means a minimum of $1,000,000 in Currency.