EX-10.5

      MOELIS & COMPANY
2024 OMNIBUS INCENTIVE PLAN
 
STATEMENT OF TERMS AND CONDITIONS OF THE
2025 ANNUAL RESTRICTED STOCK UNIT AWARD FOR NON-EMPLOYEE DIRECTORS
 
This Statement of Terms and Conditions (this “Statement of Terms”) sets forth the terms and conditions of the Company grant of restricted stock units to the Grantee set forth in the Notice of Restricted Stock Unit Grant (the “Grant Notice”).  The Grant Notice, together with this Statement of Terms, constitutes an Award Agreement under the Moelis & Company 2024 Omnibus Incentive Plan (the “Plan”).  References herein to this Statement of Terms shall include the Grant Notice.  Capitalized terms not defined herein (including Section 23) shall have the meanings ascribed to them in the Plan.  Where the context permits, references to “the Company” shall include the Company and any successor to the Company.
1.                  Grant of Restricted Stock Units.  The Company grants to the Grantee the number of restricted stock units set forth in the Grant Notice (the “RSUs”), subject to all of the terms and conditions of this Statement of Terms and the Plan.
2.                  Vesting.  The RSUs shall become immediately vested upon the Grant Date.
3.                  Settlement.  Subject to Section 5(a) of the Plan, each RSU granted hereunder shall represent the right to receive one (1) share (a “Share”) of Common Stock (the “Settlement”).  Except as provided hereinafter, the Settlement shall occur no earlier than the second anniversary of the Grant Date and no later than the sixtieth (60th) day following the second anniversary of the Grant Date.  If the Grantee dies, Settlement shall occur as soon as practicable after the date of death and after such documentation as maybe requested by the Committee is provided to the Committee.  If the Grantee is subject to U.S. taxes, Settlement after the Grantee's death is expected to be made by the end of the calendar year in which death occurs (or on such later date as maybe permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  If a Change in Control occurs and the Grantee is removed as a Director without cause on or within twelve (12) months after the effective date of the Change in Control, then the Settlement of the RSUs shall occur no later than the sixtieth (60th) day following the effective date of the removal of the Grantee.  Only the Committee shall have the right to determine the timing of the Settlement within the sixty (60) day period referred to in this Section 3. 
4.                  Voting and Other Rights; Dividend Equivalents.
(a)               The Grantee shall have no rights of a stockholder with respect to the RSUs (including the right to vote and the right to receive distributions or dividends) unless and until Shares are issued in respect thereof following the Settlement.
(b)               Unless the Committee determines otherwise, in the event that a dividend is paid on Common Stock, the Company shall grant the Grantee additional RSUs 

     

      equal to (i) the product of the number of RSUs for which there has not been a Settlement as of the dividend record date multiplied by the dividend amount per share, divided by (ii) the Fair Market Value of a Share on the dividend payment date.  The additional RSUs granted shall be subject to the same restrictions and conditions as the RSUs in respect of which the dividend equivalent payment relates, including, without limitation, the provisions governing time and form of Settlement or payment applicable to the associated RSUs.
                 Statement of Terms Subject to Plan.  This Statement of Terms is made pursuant to all of the provisions of the Plan, which is incorporated herein by this reference, and is intended, and shall be interpreted in a manner, to comply therewith.  In the event of any conflict between the provisions of this Statement of Terms and the provisions of the Plan, the provisions of the Plan shall govern.
                 No Rights to Continuation of Employment or Service.  Nothing in the Plan or this Statement of Terms shall confer upon the Grantee any right to continue in the employ or service of the Company or any Affiliate thereof or shall interfere with or restrict the right of the Company or its Affiliates to terminate the Grantee's employment or service at any time for any reason whatsoever, with or without cause.
                 Tax Withholding.  The Company shall be entitled to require a cash payment by or on behalf of the Grantee and/or to deduct from the Shares otherwise issuable hereunder or other amounts payable to the Grantee the minimum amount of any sums required by federal, state or local tax law to be withheld or to satisfy any applicable payroll deductions with respect to the Settlement of any RSU. 
                 Section 409A Compliance/Taxes Generally.  The intent of the parties is that payments and benefits under this Statement of Terms comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Statement of Terms shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Grantee shall not be considered to have terminated employment or service with the Company for purposes of any payments under this Statement of Terms which are subject to Section 409A of the Code until the Grantee would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code.  Each amount to be paid or benefit to be provided under this Statement of Terms shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Statement of Terms or any other arrangement between the Grantee and the Company during the six-month period immediately following the Grantee's separation from service shall instead be paid on the first business day after the date that is six months following the Grantee's separation from service (or, if earlier, the Grantee's date of death). The Company makes no representation that any or all of the payments described in this Statement of Terms will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.  The Grantee shall be solely responsible for the payment of any taxes and penalties incurred under 409A or any other provision of the Code.  Without 

     

      limiting the foregoing, the Company makes no representation as to the tax treatment of the Grantee with respect to the grant, vesting, or Settlement of the RSUs.
                 Governing Law.  This Statement of Terms shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware.
             Statement of Terms Binding on Successors.  The terms of this Statement of Terms shall be binding upon the Grantee and upon the Grantee's heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest, and upon the Company and its successors and assignees, subject to the terms of the Plan.  
             No Transferability.  Notwithstanding anything to the contrary in this Statement of Terms, neither this Statement of Terms nor any rights granted herein shall be sold, pledged, hypothecated, assigned or otherwise transferred other than by will or the laws of descent and distribution or as otherwise provided for by the Committee.
             Necessary Acts.  The Grantee hereby agrees to perform all acts, and to execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Statement of Terms, including but not limited to all acts and documents related to compliance with federal and/or state securities and/or tax laws.
             Severability.  Should any provision of this Statement of Terms be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Statement of Terms, the balance of which shall continue to be binding upon the parties hereto with any such modification (if any) to become a part hereof and treated as though contained in this original Statement of Terms.  Moreover, if one or more of the provisions contained in this Statement of Terms shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable, in lieu of severing such unenforceable provision, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear, and such determination by such judicial body shall not affect the enforceability of such provisions or provisions in any other jurisdiction.
             Entire Statement of Terms.  This Statement of Terms and the Plan contain the entire agreement and understanding among the parties as to the subject matter hereof, and supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof.
             Headings.  Headings are used solely for the convenience of the parties and shall not be deemed to be a limitation upon or descriptive of the contents of any such Section.
             Counterparts; Electronic Signature.  The Grant Notice may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.  The Grantee's electronic 

     

      signature on the Grant Notice shall have the same validity and effect as a signature affixed by the Grantee's hand.
             Amendment.  No amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.
             Set-Off.  The Grantee hereby acknowledges and agrees, without limiting rights of the Company or any Affiliate thereof otherwise available at law or in equity, that, to the extent permitted by law, the number of Shares under this Statement of Terms may be reduced by, and set-off against, any or all amounts or other consideration payable by the Grantee to the Company or any of its Affiliates under any other agreement or arrangement between the Grantee and the Company or any of its Affiliates; provided that any such set-off does not result in a penalty under Section 409A of the Code.
             Clawback.  Notwithstanding any other provisions in the Plan or this Statement of Terms, the compensation payable under this Statement of Terms shall be subject to reduction and clawback to the extent required pursuant to any law, government regulation or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).
             Effect on Other Benefits.  The compensation payable under this Statement of Terms shall not be taken into account in computing the amount of salary or compensation of the Grantee for purposes of determining any pension, retirement, death, severance, other benefits under (a) any pension, retirement, profit sharing, bonus, insurance, severance or other employee benefit plan of the Company or any Affiliate thereof now or hereafter in effect under which the availability or amount of benefits is related to the level of compensation or (b) any agreement between the Company (or any Affiliate thereof) and the Grantee, except as such plan or agreement shall otherwise expressly provide.
             Use of Personal Data.  By accepting the grant pursuant to this Statement of Terms, the Grantee acknowledges that the Company may use the Grantee's personal data for purposes of (i) determining the Grantee's compensation, (ii) payroll activities, including but not limited to, tax withholding and regulatory reporting, (iii) registration of Shares, and (iv) other lawful purposes related to the Grantee's employment and this Statement of Terms, and the Company may provide such data to third party vendors with whom it has contracted to provide such services.  The Grantee may terminate this authorization at any time except with respect to tax and regulatory reporting.  In such case, the grant under this Statement of Terms shall be subject to cancellation.
             Arbitration.  
(a)        Except as expressly provided in clauses (b) or (c) below, if any claim, controversy or dispute arises in connection with the Plan or this Statement of Terms, the Company (or an Affiliate thereof) and the Grantee agree to final and binding arbitration administered by JAMS or any successor organization or body thereto pursuant to its Employment Arbitration Rules & Procedures and subject to JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness, with the exception that the Grantee 

     

      and the Company (or the Affiliate) agree that no depositions will be taken, except if ordered by the arbitrator due to extraordinary circumstances.  The arbitration hearing will take place at the JAMS hearing site located nearest to the Company's (or the Affiliate's) office at which the Grantee is providing services or was providing services as of the date his or her employment or other relationship terminated.  Any such arbitration shall be before one arbitrator, who shall be a former judge, selected in accordance with the rules described above. 
 
(b)        This agreement to arbitrate disputes includes, but is not limited to, any claims of discrimination and/or harassment under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, claims for breach of contract or the implied covenant of good faith and fair dealing, tortious conduct (whether intentional or negligent), including claims of misappropriation, fraud, conversion, interference with economic advantage or contract, breach of fiduciary duty, misrepresentation, or any other federal, state or local law relating to discrimination in employment, any claims relating to wage and hour claims and any other statutory or common law claims.  In the course of any arbitration, the employee and the Company (or the Affiliate) agree:  (1) to request that a written award be issued by the arbitrator(s); (2) that each side is entitled to receive any and all relief they would be entitled to receive in a court proceeding; and (3) that the Grantee will not be required to pay any fees in the arbitration that are greater than the fees the Grantee would be required to pay in a court proceeding.  Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction.
 
(c)        The Grantee and the Company (or an Affiliate thereof) knowingly and voluntarily agree to waive any rights that might otherwise exist to request a jury trial or other court proceeding, except that the Grantee and the Company (or an Affiliate thereof) agree that each has the right to seek injunctive or other equitable relief from a court with respect to the enforcement of any obligations the Grantee may have regarding any notice period the Company (or an Affiliate thereof) is entitled to, trade secrets, confidential information, non-solicitation of employees, consultants or independent contractors, non-solicitation of clients or customers, non-competition, inventions, work product or other intellectual property and non-disparagement (whether such obligations arise pursuant to the Plan, this Statement of Terms, any employee handbook, any offer letter, any employment agreement, any confidentiality and/or restrictive covenant agreement, the common law or otherwise).
 
(d)       Any claims filed by the parties in arbitration must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class, collective or representative proceeding.  In the event that the preceding sentence is ruled to be unenforceable, any such purported class, collective or representative proceeding must be heard in court and not in arbitration. 
 
(e)        Each provision of this arbitration agreement is intended to be severable, and the invalidity or unenforceability of any portion or provision of this agreement shall not affect the validity, enforceability or legality of the remainder hereof.  In the event any provision of this arbitration policy is determined by any court of competent jurisdiction or