Please wait

Exhibit 10.3

The Carlyle Group Inc. Amended and Restated

2012 Equity Incentive Plan

Form of Global Restricted Stock Unit Agreement

(Fully Vested RSUs in Lieu of Cash Portion of Retainer)

Participant:	Date of Grant:
Number of RSUs:	Date of Election:

1.Grant of RSUs.  The Carlyle Group Inc. (the “Company”) hereby grants the

number of restricted stock units (the “RSUs”) listed above to the Participant (the “Award”),

effective as of the Date of Grant set forth above, on the terms and conditions hereinafter set forth

in this agreement including any Appendix hereto, which includes any applicable country-specific

provisions (collectively, the “Award Agreement”).  This grant is made pursuant to the terms of

The Carlyle Group Inc. Amended and Restated 2012 Equity Incentive Plan (as amended,

modified or supplemented from time to time, the “Plan”), which is incorporated herein by

reference and made a part of this Award Agreement.  Each RSU represents the unfunded,

unsecured right of the Participant to receive a Share on the delivery date(s) specified in Section 4

hereof. 

2.Definitions.  Capitalized terms not otherwise defined herein shall have the same

meanings as in the Plan.

(a)“Election Form” shall mean the Outside Director Deferral and Stock Election

Form signed by the Participant on the Date of Election set forth on the top of this Award

Agreement.

(b)“Qualifying Event” shall mean, during the Participant’s Services with the

Company and its Affiliates, the Participant’s death or Disability.

3.Vesting. The Award shall be fully vested as of the Date of Grant.

4.Delivery Date for Shares Underlying the RSUs.

(a)Delivery – General.  The Company shall, on or within 30 days following the

delivery date designated in the Election Form with respect to the Participant’s receipt of

fully vested RSUs in lieu of cash compensation, deliver to the Participant the Shares

underlying the RSUs.

(b)Delivery – Death or Disability.  Upon the occurrence of a Qualifying Event,

the Company shall, within 30 days following the date of such event, deliver (or cause

delivery of) Shares to the Participant in respect of 100% of the RSUs.

2

5.Change in Control.  Notwithstanding anything to the contrary herein, in the event

of a Change in Control, 100% of the RSUs granted hereunder which then remain outstanding

shall be immediately delivered, subject to any required delay pursuant to Section 17 of the Plan. 

6.Dividends on RSUs.  Dividends may accrue or become payable with respect to

any RSUs to the extent provided in the Election Form.

7.Adjustments Upon Certain Events.  The Administrator shall make certain

substitutions or adjustments to any RSUs subject to this Award Agreement pursuant to Section 9

of the Plan.

8.Nature of Grant.  In accepting the grant, the Participant acknowledges,

understands, and agrees that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature

and it may be modified, amended, suspended or terminated by the Company, at any time,

to the extent permitted by the Plan;

(b)the grant of the RSUs is exceptional, voluntary and occasional and does not

create any contractual or other right to receive future grants of RSUs, or benefits in lieu

of RSUs, even if RSUs have been granted in the past;

(c)all decisions with respect to future RSUs or other grants, if any, will be at the

sole discretion of the Company;

(d)the granting of the RSUs evidenced by this Award Agreement shall impose no

obligation on the Company or any Affiliate to continue the Services of the Participant

and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the

Services of such Participant;

(e)the Participant is voluntarily participating in the Plan;

(f)the RSUs and the Shares subject to the RSUs, and the income from and value

of same, are not intended to replace any pension rights or compensation;

(g)the RSUs and the Shares subject to the RSUs, and the income from and value

of same, are not part of normal or expected compensation for purposes of calculating any

severance, resignation, termination, redundancy, dismissal, end-of-service payments,

holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or

similar payments;

(h)the RSUs should in no event be considered as compensation for, or relating in

any way to, past services for the Company or any Affiliate or predecessor;

(i)unless otherwise agreed with the Company, the RSUs and the Shares subject to

the RSUs, and the income from and value of same, are not granted as consideration for,

or in connection with, the Services Participant may provide as a director of an Affiliate;

3

(j)the future value of the underlying Shares is unknown, indeterminable and

cannot be predicted with certainty;

(k)in the event of termination of the Participant’s Services for any reason, the

Administrator shall have the exclusive discretion to determine when the Participant is no

longer actively providing Services for purposes of the RSU grant; and

(l)in addition to the provisions above in this Section 8, the following provisions

apply if the Participant is providing Services outside the United States:

(i)  the RSUs and the Shares subject to the RSUs are not part of normal

or expected compensation or salary for any purpose; and

(ii)  neither the Company nor any Affiliate shall be liable for any

foreign exchange rate fluctuation between the Participant’s local currency and the

United States Dollar that may affect the value of the RSUs or of any amounts due

to the Participant pursuant to the settlement of the RSUs or the subsequent sale of

any Shares acquired upon settlement.

9.No Advice Regarding Grant.  The Company is not providing any tax, legal or

financial advice, nor is the Company making any recommendations regarding the Participant’s

participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares.  The

Participant should consult with his or her own personal tax, legal and financial advisors

regarding his or her participation in the Plan before taking any action related to the Plan.

10.Data Privacy Information and Consent.  The Company is located at 1001

Pennsylvania Avenue, NW, Washington, DC 20004 U.S.A. and grants RSUs to Plan

Participants, at the Company’s sole discretion.  If the Participant would like to participate in the

Plan, please review the following information about the Company’s data processing practices

and declare the Participant’s consent.

(a)Data Collection and Usage: The Company collects, processes and uses

personal data of Participants, including name, home address and telephone number, date

of birth, social insurance number or other identification number, salary or other

compensation, citizenship, job title, any Shares or directorships held in the Company, and

details of all RSUs, canceled, vested, or outstanding in the Participant’s favor, which the

Company receives from the Participant.  If the Company offers the Participant a grant of

RSUs under the Plan, then the Company will collect the Participant’s personal data for

purposes of allocating Shares and implementing, administering and managing the Plan. 

The Company’s legal basis for the processing of the Participant’s personal data would be

his or her consent.

(b)Stock Plan Administration Service Providers:  The Company transfers

participant data to Morgan Stanley, an independent service provider based in the United

States, which assists the Company with the implementation, administration and

management of the Plan.  In the future, the Company may select a different service

4

provider and share the Participant’s data with another company that serves in a similar

manner.  The Company’s service provider will open an account for the Participant to

receive and trade Shares.  The Participant will be asked to agree on separate terms and

data processing practices with the service provider, which is a condition to the

Participant’s ability to participate in the Plan.

(c) International Data Transfers:  The Company and its service providers are

based in the United States.  If the Participant is outside the United States, the Participant

should note that his or her country has enacted data privacy laws that are different from

the United States. The Company’s legal basis for the transfer of the Participant’s personal

data is his or her consent.

(d) Data Retention:  The Company will use the Participant’s personal data only as

long as is necessary to implement, administer and manage the Participant’s participation

in the Plan or as required to comply with legal or regulatory obligations, including under

tax and security laws. 

(e)Voluntariness and Consequences of Consent Denial or Withdrawal:  The

Participant’s participation in the Plan and the Participant’s grant of consent is purely

voluntary.  The Participant may deny or withdraw his or her consent at any time.  If the

Participant does not consent, or if the Participant withdraws his or her consent, the

Participant cannot participate in the Plan.  This would not affect the Participant’s

compensation as a service provider; the Participant would merely forfeit the opportunities

associated with the Plan.

(f)Data Subject Rights:  The Participant has a number of rights under data privacy

laws in his or her country.  Depending on where the Participant is based, the Participant’s

rights may include the right to (i) request access or copies of personal data of the

Company processes, (ii) rectification of incorrect data, (iii) deletion of data, (iv)

restrictions on processing, (v) portability of data, (vi) lodge complaints with competent

authorities in the Participant’s country, and/or (vii) a list with the names and address of

any potential recipients of the Participant’s data.  To receive clarification regarding the

Participant’s rights or to exercise the Participant’s rights please contact the Company at

The Carlyle Group Inc., 1001 Pennsylvania Avenue, NW, Washington, DC 20004

U.S.A., Attention: Equity Management.

If the Participant agrees with the data processing practices as described in this notice, please

declare the Participant’s consent by clicking the “Accept Award” button on the Morgan Stanley

award acceptance page or signing below.

11.No Rights of a Holder of Shares.  Except as otherwise provided herein, the

Participant shall not have any rights as a holder of Shares until such Shares have been issued or

transferred to the Participant.

12.Restrictions.  Any Shares issued or transferred to the Participant or to the

Participant’s beneficiary pursuant to Section 4 of this Award Agreement (including, without

5

limitation, following the Participant’s death or Disability) shall be subject to such stop transfer

orders and other restrictions as the Administrator may deem advisable under the Plan or the

rules, regulations, and other requirements of the SEC, any stock exchange upon which such

Shares are listed and any applicable U.S. or non-U.S. federal, state or local laws, and the

Administrator may cause a notation or notations to be put entered into the books and records of

the Company to make appropriate reference to such restrictions.  Without limiting the generality

of the forgoing, a Participant’s ability to sell or transfer the Shares shall be subject to such

trading policies or limitations as the Administrator may, in its sole discretion, impose from time

to time on current or former senior professionals, employees, consultants, directors, members,

partners or other service providers of the Company or of any of its Affiliates.

13.Transferability.  Unless otherwise determined or approved by the Administrator,

no RSUs may be assigned, alienated, pledged, attached, sold or otherwise transferred or

encumbered by the Participant other than by will or by the laws of descent and distribution, and

any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not

permitted by this Section 13 shall be void and unenforceable against the Company or any

Affiliate.

14.Notices.  All notices, requests, claims, demands and other communications

hereunder shall be in writing and shall be given (and shall be deemed to have been duly given

upon receipt) by delivery in person, by courier service, by fax, or by registered or certified mail

(postage prepaid, return receipt requested) to the respective parties at the following addresses (or

at such other address for a party as shall be specified in a notice given in accordance with this

Section 14):

(a)  If to the Company, to:

The Carlyle Group Inc.

1001 Pennsylvania Avenue, NW

Washington, DC  20004

Attention: General Counsel

Fax: (202) 315-3678

(b)  If to the Participant, to the address appearing in the personnel

records of the Company or any Affiliate. 

15.Withholding.  The Participant acknowledges that he or she may be required to

pay to the Company, and that the Company shall have the right and is hereby authorized to

withhold from any compensation or other amount owing to the Participant, applicable income

tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related

items (including taxes that are imposed on the Company as a result of the Participant’s

participation in the Plan but are deemed by the Company to be an appropriate charge to the

Participant) (collectively, “Tax-Related Items”), with respect to any issuance, transfer, or other

taxable event under this Award Agreement or under the Plan and to take such action as may be

necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-

Related Items.  The Participant further acknowledges that the Company (i) makes no

6

representations or undertakings regarding the treatment of any Tax-Related Items in connection

with any aspect of the RSUs, including, but not limited to the grant or vesting of the RSUs and

the subsequent sale of Shares acquired upon settlement of the RSUs; and (ii) does not commit to

and is under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce

or eliminate the Participant’s liability for Tax-Related Items or achieve a particular tax result. 

Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the

Participant acknowledges that the Company may be required to withhold or account for Tax-

Related Items in more than one jurisdiction.  Without limiting the foregoing, the Administrator

may, from time to time, permit the Participant to make arrangements to pay the applicable Tax-

Related Items in a manner prescribed by the Administrator; provided that, unless otherwise

determined by the Administrator, any such payment or estimate must be received by the

Company prior to the date upon which the Shares underlying the RSUs are delivered. 

Additionally, the Participant authorizes the Company to satisfy the obligations with regard to all

Tax-Related Items by one or a combination of the following methods: (i) withholding from

proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary

sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant

to this authorization); (ii) using a net settlement method whereby the number of Shares that

would otherwise be delivered to the Participant upon the settlement of RSUs shall be reduced by

a number of Shares having a fair market value necessary to satisfy such obligations; or (iii) any

other method determined by the Company to be in compliance with applicable law.  Depending

on the withholding method, the Company may withhold or account for the Tax-Related Items by

considering minimum statutory withholding amounts or other applicable withholding rates in the

Participant’s jurisdiction(s), including maximum applicable rates. In the event of

overwithholding, the Participant may receive a refund of any over-withheld amount in cash

through the Company’s normal payroll process (with no entitlement to the equivalent in Shares),

or if not refunded, the Participant may seek a refund from the applicable tax authorities. In the

event of under-withholding, the Participant may be required to pay additional Tax-Related Items

directly to the applicable tax authorities or to the Company. The Participant acknowledges that,

regardless of any action taken by the Company, or any Affiliate the ultimate liability for all Tax-

Related Items is and remains the Participant’s responsibility and may exceed the amount, if any,

actually withheld by the Company.  The Company may refuse to issue or deliver the Shares or

the proceeds from the sale of Shares, if the Participant fails to comply with his or her obligations

in connection with the Tax-Related Items.

16.Choice of Law; Venue.  The interpretation, performance and enforcement of this

Award Agreement shall be governed by the law of the State of New York without regard to its

conflict of law provisions.  Any and all disputes, controversies or issues arising out of,

concerning or relating to this Award, this Award Agreement or the relationship between the

parties evidenced by the Award Agreement, including, without limitation, disputes, controversies

or issues arising out of, concerning or relating to the construction, interpretation, breach or

enforcement of this Award Agreement, shall be brought exclusively in the courts in the State of

New York, City and County of New York, including the Federal Courts located therein (should

Federal jurisdiction exist).  Each of the parties hereby expressly represents and agrees that it/he/

she is subject to the personal jurisdiction of said courts, irrevocably consents to the personal

jurisdiction of such courts; and waives to the fullest extent permitted by law any objection which

7

it/he/she may now or hereafter have that the laying of the venue of any legal lawsuit or

proceeding related to such dispute, controversy or issue that is brought in any such court is

improper or that such lawsuit or proceeding has been brought in an inconvenient forum.

17.WAIVER OF RIGHT TO JURY TRIAL.  AS SPECIFICALLY BARGAINED

FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS

AWARD AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH

COUNSEL OF ITS/HIS/HER CHOICE), EACH PARTY EXPRESSLY WAIVES THE RIGHT

TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING ARISING OUT OF,

CONCERNING OR RELATING TO THIS AWARD, THIS AWARD AGREEMENT, THE

RELATIONSHIP BETWEEN THE PARTIES EVIDENCED BY THIS AWARD

AGREEMENT AND/OR THE MATTERS CONTEMPLATED THEREBY. 

18.Subject to Plan.  By entering into this Award Agreement, the Participant agrees

and acknowledges that the Participant has received and read a copy of the Plan.  All RSUs and

Shares issued or transferred with respect thereof are subject to the Plan.  In the event of a conflict

between any term or provision contained herein and a term or provision of the Plan, the

applicable terms and provisions of the Plan will govern and prevail.

19.Entire Agreement.  This Award Agreement contains the entire understanding

between the parties with respect to the RSUs granted hereunder (including, without limitation,

the vesting and delivery schedules and other terms described herein and in each Appendix 

attached hereto), and hereby replaces and supersedes any prior communication and arrangements

between the Participant and the Company or any of its Affiliates with respect to the matters set

forth herein and any other pre-existing economic or other arrangements between the Participant

and the Company or any of its Affiliates, unless otherwise explicitly provided for in any other

agreement that the Participant has entered into with the Company or any of its Affiliates and that

is set forth on Schedule A hereto.  Unless set forth on Schedule A hereto, no such other

agreement entered into prior to the Date of Grant shall have any effect on the terms of this

Award Agreement.

20.Modifications.  Notwithstanding any provision of this Award Agreement to the

contrary, the Company reserves the right to modify the terms and conditions of this Award

Agreement, including, without limitation, the timing or circumstances of the issuance or transfer

of Shares to the Participant hereunder, to the extent such modification is determined by the

Company to be necessary to comply with applicable law or preserve the intended deferral of

income recognition with respect to the RSUs until the issuance or transfer of Shares hereunder.

21.Signature in Counterparts; Electronic Acceptance.  This Award Agreement may

be signed in counterparts, each of which shall be an original, with the same effect as if the

signatures thereto and hereto were upon the same instrument.  Alternatively, this Award

Agreement may be granted to and accepted by the Participant electronically (including, without

limitation, via DocuSign or through the Morgan Stanley website).

22.Electronic Delivery.  The Company may, in its sole discretion, decide to deliver

any documents related to current or future participation in the Plan by electronic means.  The

8

Participant hereby consents to receive such documents by electronic delivery and agrees to

participate in the Plan through an on-line or electronic system established and maintained by the

Company or a third party designated by the Company.

23.Compliance with Law.  Notwithstanding any other provision of this Award

Agreement, unless there is an available exemption from any registration, qualification or other

legal requirement applicable to the Shares, the Company shall not be required to deliver any

Shares issuable upon settlement of the RSUs prior to the completion of any registration or

qualification of the Shares under any local, state, federal or foreign securities or exchange control

law or under rulings or regulations of the SEC or of any other governmental regulatory body, or

prior to obtaining any approval or other clearance from any local, state, federal or foreign

governmental agency, which registration, qualification or approval the Company shall, in its

absolute discretion, deem necessary or advisable.  The Participant understands that the Company

is under no obligation to register or qualify the Shares with the SEC or any state or foreign

securities commission or to seek approval or clearance from any governmental authority for the

issuance or sale of the Shares.  Further, the Participant agrees that the Company shall have

unilateral authority to amend the Plan and the Award Agreement without the Participant’s

consent to the extent necessary to comply with securities or other laws applicable to issuance of

Shares.

24.Language.  The Participant acknowledges that he or she is sufficiently proficient

in English, or has consulted with an advisor who is sufficiently proficient in English, so as to

allow the Participant to understand the terms and conditions of this Award Agreement. 

Furthermore, if the Participant has received this Award Agreement or any other document related

to the Plan translated into a language other than English and if the meaning of the translated

version is different than the English version, the English version will control, unless otherwise

required by applicable law.

25.Severability.  The provisions of this Award Agreement are severable and if any

one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in

part, the remaining provisions shall nevertheless be binding and enforceable.

26.Appendix.  Notwithstanding any provisions in this Award Agreement, the RSUs

grant shall be subject to any additional terms and conditions set forth in each Appendix to this

Award Agreement for the Participant’s country.  Moreover, if the Participant relocates to another

country, any additional terms and conditions for such country will apply to the Participant, to the

extent the Company determines that the application of such terms and conditions is necessary or

advisable for legal or administrative reasons.  Each Appendix hereto constitutes part of this

Award Agreement.

27.Imposition of Other Requirements. The Company reserves the right to impose

other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares

acquired under the Plan, to the extent the Company determines it is necessary or advisable for

legal or administrative reasons, and to require the Participant to sign any additional agreements

or undertakings that may be necessary to accomplish the foregoing.

9

28.Waiver.  The Participant acknowledges that a waiver by the Company of breach

of any provision of this Award Agreement shall not operate or be construed as a waiver of any

other provision of this Award Agreement, or of any subsequent breach by the Participant or any

other participant.

29.Insider Trading Restrictions/Market Abuse Laws.  The Participant acknowledges

that, depending on his or her country of residence, or broker’s country of residence, or where the

Shares are listed, Participant may be subject to insider trading restrictions and/or market abuse

laws, which may affect the Participant’s ability to directly or indirectly, accept, acquire, sell, or

attempt to sell or otherwise dispose of Shares or rights to Shares (e.g., RSUs) under the Plan

during such times as Participant is considered to have “inside information” regarding the

Company (as defined by the laws or regulations in applicable jurisdictions or Participant’s

country).   Local insider trading laws and regulations may prohibit the cancellation or

amendment of orders placed by the Participant before possessing inside information. 

Furthermore, the Participant understands that he or she may be prohibited from (i) disclosing the

inside information to any third party, including employees, consultants, directors, members,

partners or other service providers of the Company or any of its Affiliates (other than on a “need

to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. 

Any restrictions under these laws or regulations are separate from and in addition to any

restrictions that may be imposed under any applicable Company insider trading policy.  The

Participant acknowledges that it is his or her responsibility to comply with any applicable

restrictions, and the Participant should speak to his or her personal advisor on this matter.

30.Foreign Asset/Account Reporting.  The Participant’s country of residence may

have certain foreign asset and/or account reporting requirements which may affect his or her

ability to acquire or hold RSUs under the Plan or cash received from participating in the Plan

(including sales proceeds arising from the sale of Shares) in a brokerage or bank account outside

the Participant’s country.  The Participant may be required to report such amounts, assets or

transactions to the tax or other authorities in his or her country. The Participant also may be

required to repatriate sale proceeds or other funds received as a result of participation in the Plan

to the Participant’s country through a designated broker or bank within a certain time after

receipt. The Participant is responsible for ensuring compliance with such regulations and should

speak with his or her personal legal advisor regarding this matter.

[Signature Page Follows]

1If this Award Agreement is delivered to the Participant electronically, the Participant’s electronic acceptance of

the Award Agreement (pursuant to instructions separately communicated to the Participant) shall constitute

acceptance of the Award Agreement and shall be binding on the Participant and the Company in lieu of any

required signatures to this Award Agreement.

10

IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement.1

The Carlyle Group Inc.

By:________________________

Name:Harvey M. Schwartz 

Title:Chief Executive Officer

PARTICIPANT

______________________________

[__]