Form of Global Performance-Based Restricted Stock Unit Agreement for 2024 Stock Price Appreciation PSU

EX-10.3 5 cg20240331exhibit103.htm EX-10.3 CG 2024.03.31 EXHIBIT 10.3

The Carlyle Group Inc. Amended and Restated

2012 Equity Incentive Plan

Form of Global Performance-Based Restricted Stock Unit Agreement


Participant:	Date of Grant:
Number of PSUs:

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

number of performance-based restricted stock units (the “PSUs”) listed above to the Participant

(the “Award”), effective as of [__] (the “Date of Grant”), 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 PSU represents the unfunded,

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

hereof.

2.Definitions. The capitalized terms listed in this Section 2 shall have the meanings

set forth below. Capitalized terms not otherwise defined herein (including in Appendix B) shall

have the same meanings as in the Plan.

(a)“Cause” shall mean the determination by the Administrator in its sole

discretion that the Participant has (i) engaged in gross negligence or willful misconduct in

the performance of the Participant’s duties, (ii) willfully engaged in conduct that the

Participant knows or, based on facts known to the Participant, should know is materially

injurious to the Company or any of its Affiliates, (iii) materially breached any material

provision of the Participant’s employment agreement or offer letter with the Company or

its Affiliates, (iv) breached any Restrictive Covenant Agreement or any other restrictive

covenant obligation owed by the Participant to the Company or any of its Affiliates,

including, but not limited to, any restrictions relating to the Participant’s non-

competition, non-solicitation, non-disparagement and/or non-disclosure of confidential or

proprietary information, (v) engaged in fraud or other conduct in bad faith that

contributed to a financial restatement or irregularity, (vi) been convicted of, or entered a

plea bargain or settlement admitting guilt for, fraud, embezzlement, or any other felony

under the laws of the United States or of any state or the District of Columbia or any

other country or any jurisdiction of any other country (but specifically excluding felonies

involving a traffic violation), (vii) been the subject of any order, judicial or

administrative, obtained or issued by the U.S. Securities and Exchange Commission

(“SEC”) 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 the Participant in which findings

of facts or any legal conclusions establishing liability are neither admitted nor denied), or

Exhibit 10.3

(viii) discussed the Company’s (or its Affiliates’) fundraising efforts, or the name of any

fund vehicle that has not had a final closing of commitments, to any reporter or

representative of any press or other public media.

(b)“Detrimental Activity” shall mean any of the following: (i) a termination

of the Participant’s Services for Cause or the Participant engaging in any activity that

would be grounds to terminate the Participant’s Services for Cause (whether or not any

termination of the Participant’s Services occurs); or (ii) a breach of any Restrictive

Covenant Agreement or any other restrictive covenant obligation owed by the Participant

to the Company or any of its Affiliates, including, but not limited to, any restrictions

relating to the Participant’s non-competition, non-solicitation, non-disparagement and/or

non-disclosure of confidential or proprietary information.

Price Hurdle has been achieved in accordance with the terms of this Award Agreement.

All PSUs subject to an Earned Tranche are referred to herein as “Earned PSUs”.

(d) “Performance Period” shall mean the period commencing on, and

including, the Date of Grant through and including the third anniversary of the Date of

Grant.

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

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

(f)“Restrictive Covenant Agreement” shall mean any agreement (including,

without limitation, this Award Agreement), and any attachments or schedules thereto,

entered into by and between the Participant and the Company or its Affiliates, pursuant to

which the Participant has agreed, among other things, to certain restrictions relating to

non-competition (if applicable), non-solicitation, non-disparagement and/or non-

disclosure of confidential or proprietary information, in order to protect the business of

the Company and its Affiliates.

(g)“Special Vesting Event” shall mean, during the Participant’s Services with

the Company and its Affiliates, the termination of the Participant’s Services by the

Company without Cause (and in the absence of the Participant’s Disability).

3.Vesting.

(a)Vesting – General. Subject to the Participant’s continued Services with

the Company and its Affiliates through each Applicable Vesting Date, the PSUs covered

by an Earned Tranche that corresponds to the Applicable Vesting Date shall become

vested as of such Applicable Vesting Date.

(b)Vesting – Qualifying Event. Upon the occurrence of a Qualifying Event

prior to the completion of the Performance Period, the Participant shall vest in each

Tranche that became an Earned Tranche prior to the Qualifying Event but for which the

Applicable Vesting Date has not occurred prior to the Qualifying Event. Any PSUs that

are outstanding as of the occurrence of the Qualifying Event and that do not become

vested pursuant to this Section 3(b) shall be canceled immediately and the Participant

shall automatically forfeit all rights with respect to such PSUs as of the date of such

Qualifying Event.

(c)Vesting – Special Vesting Event. Subject to the Participant’s execution

and delivery of a release of claims in the form provided by the Company (and non-

revocation thereof within the time period set forth therein), upon the occurrence of a

Special Vesting Event prior to the completion of the Performance Period, the Participant

shall vest in each Tranche that became an Earned Tranche prior to the Special Vesting

Event but for which the Applicable Vesting Date has not occurred prior to the Special

Vesting Event. Any PSUs that are outstanding as of the occurrence of the Special

Vesting Event and that do not become vested pursuant to this Section 3(c) shall be

canceled immediately and the Participant shall automatically forfeit all rights with respect

to such PSUs as of the date of such Special Vesting Event.

(d)Vesting – Terminations. Except as otherwise set forth in Sections 3(b) or

3(c), in the event the Participant’s Services with the Company and its Affiliates are

terminated for any reason, any portion of the Award that has not yet vested pursuant to

Sections 3(a), 3(b) or 3(c) hereof shall be canceled immediately and the Participant shall

automatically forfeit all rights with respect to such portion of the Award as of the date of

such termination. For purposes of this provision, the effective date of termination of the

Participant’s Services will be determined in accordance with Section 9(k) hereof.

4.Vesting and Delivery Dates; Transfer Restrictions.

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

following the Applicable Vesting Date, deliver (or cause to be delivered) to the

Participant the Shares underlying the Earned PSUs that vested on the Applicable Vesting

Date pursuant to Section 3(a).

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

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

cause to be delivered) to the Participant (or the Participant’s estate) the Shares underlying

the Earned PSUs that vested on the date of the Qualifying Event pursuant to Section 3(b).

(c)Delivery – Special Vesting Event. Upon the occurrence of a Special

Vesting Event, the Company shall, on or within sixty (60) days following the date of the

Special Vesting Event, deliver (or cause to be delivered) to the Participant the Shares

underlying the PSUs that vested on the date of the Special Vesting Event pursuant to

Section 3(c).

(d)Transfer Restrictions for 30% of Vested Earned PSUs. Following any

delivery of Shares in respect of vested Earned PSUs in accordance with this Section 4,

thirty percent (30)% of such Shares (calculated on a pre-tax basis, determined without

regard to any withholding or sale of Shares to cover taxes thereon) must be retained by

the Participant and shall not be transferable until the earliest to occur of (i) the third

anniversary of the date of delivery of such Shares pursuant to Sections 4(a), 4(b), or 4(c)

or (ii) the first anniversary of the date of the Participant’s termination of Services for any

reason.

5.Forfeiture; Clawback. It is a condition of being granted the PSUs hereunder and

receiving the underlying Shares upon satisfaction of the vesting conditions set forth herein that

the Participant not engage in any Detrimental Activity. Notwithstanding anything to the contrary

herein, if the Administrator determines in its sole discretion that the Participant has engaged in

Detrimental Activity (i) all outstanding PSUs (whether or not vested) shall immediately

terminate and be forfeited without consideration upon the date of such determination and no

further Shares with respect of the Award shall be delivered to the Participant or to the

Participant’s legal representative, beneficiaries or heirs, (ii) to the extent permitted under

applicable law, any Shares that have previously been delivered to the Participant or the

Participant’s legal representative, beneficiaries or heirs pursuant to the Award and which are still

held by the Participant or the Participant’s legal representative, or beneficiaries or heirs as of the

date of such determination by the Administrator shall also immediately terminate and be

forfeited without consideration and (iii) the Administrator may require that the Participant forfeit

any proceeds realized within the one (1) year period preceding the date of such determination on

the disposition of any Shares received in settlement of the Award, and repay such proceeds to the

Company within thirty (30) days following the Company’s demand therefor. Without limiting

the foregoing, the Award and all Shares issued in respect thereof shall be subject to reduction,

cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law and/

or the Company’s clawback and recoupment policies as in effect from time to time.

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

of a Special Vesting Event that occurs within the twenty-four (24) months following a Change in

Control, or after such date that definitive documentation for a sale transaction is entered into but

before such transaction has been consummated, 100% of the PSUs granted hereunder which then

remain outstanding shall vest (to the extent not previously vested) upon the date of such

termination of Services and the Shares underlying such Earned PSUs shall be delivered in

accordance with Section 4(a), subject to any required delay pursuant to Section 17 of the Plan.

7.No Dividends or Distributions on PSUs. No dividends or other distributions shall

accrue or become payable with respect to any PSUs prior to the date upon which the Shares

underlying the PSUs are issued or transferred to the Participant.

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

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

of the Plan.

9.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 PSUs is exceptional, voluntary and occasional and does

not create any contractual or other right to receive future grants of PSUs, or benefits in

lieu of PSUs, even if PSUs have been granted in the past;

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

the sole discretion of the Company;

(d)the granting of the PSUs 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 any of its Affiliate’s right to

terminate the Services of such Participant;

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

(f)the PSUs and the Shares subject to the PSUs, and the income from and

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

(g)the PSUs and the Shares subject to the PSUs, 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 PSUs should in no event be considered as compensation for, or

relating in any way to, past services for the Company, the Employer (as defined in

Section 16 of this Award Agreement) or any Affiliate or predecessor;

(i)unless otherwise agreed with the Company, the PSUs and the Shares

subject to the PSUs, 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;

(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,

except as set forth in Sections 3, 4 or 6 (whether or not later to be found invalid or in

breach of employment laws in the jurisdiction where the Participant is employed or the

terms of the Participant’s employment agreement, if any), unless otherwise determined by

the Company, the Participant’s right to vest in the PSUs under the Plan, if any, will

terminate effective as of the date that the Participant is no longer actively providing

Services and will not be extended by any notice period (e.g., active Services would not

include any contractual notice period or any period of “garden leave” or similar period

mandated under employment laws in the jurisdiction where the Participant is employed,

or the terms of the Participant’s employment agreement, if any); the Administrator shall

have the exclusive discretion to determine when the Participant is no longer actively

providing Services for purposes of the PSUs grant (including whether the Participant may

still be considered to be providing Services while on an approved leave of absence); and

(l)in addition to the provisions above in this Section 9, the following

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

(i) no claim or entitlement to compensation or damages shall arise

from forfeiture of the PSUs resulting from termination of the Participant’s

Services as set forth in Section 3(d) above for any reason (whether or not later

found to be invalid or in breach of employment laws in the jurisdiction where the

Participant is employed or the terms of the Participant’s employment agreement, if

any), and in consideration of the grant of the PSUs, the Participant agrees not to

institute any claim against the Company or any Affiliate;

(ii) the PSUs and the Shares subject to the PSUs are not part of

normal or expected compensation or salary for any purpose; and

(iii) 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 PSUs or of any amounts due

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

any Shares acquired upon settlement.

10.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.

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

Pennsylvania Avenue, NW, Washington, DC 20004 U.S.A. and grants employees of the

Company and its Affiliates PSUs, 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,

citizenship, job title, any Shares or directorships held in the Company, and details of all

PSUs, canceled, vested, or outstanding in the Participant’s favor, which the Company

receives from the Participant or the Employer. If the Company offers the Participant a

grant of PSUs 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

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 salary as an employee or his or her career; 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.

12.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.

13.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

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.

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

no PSUs 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 14 shall be void and unenforceable against the Company or any

Affiliate.

15.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 15):

(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.

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

pay to the Company or, if different, an Affiliate that employs the Participant (the “Employer”),

and that the Company, the Employer, or any Affiliate shall have the right and are 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 or the Employer as a

result of the Participant’s participation in the Plan but are deemed by the Company or the

Employer 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 and/or the Employer (i) make no representations or

undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of

the PSUs, including, but not limited to the grant or vesting of the PSUs and the subsequent sale

of Shares acquired upon settlement of the vested Earned PSUs; and (ii) do not commit to and are

under no obligation to structure the terms of the grant or any aspect of the PSUs 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 and/or the Employer (or former employer, as

applicable) 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 prior to the Applicable Vesting Date described herein to

pay the applicable Tax-Related Items in a manner prescribed by the Administrator prior to the

Applicable Vesting Date; provided that, unless otherwise determined by the Administrator, any

such payment or estimate must be received by the Company prior to the Applicable Vesting

Date. Additionally, the Participant authorizes the Company and/or the Employer to satisfy the

obligations with regard to all Tax-Related Items by (i) withholding from proceeds of the sale of

Shares acquired upon settlement of the vested Earned PSUs either through a voluntary sale or

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

authorization) or (ii) using a net settlement method whereby the number of Shares that would

otherwise be delivered to the Participant upon the settlement of vested Earned PSUs shall be

reduced by a number of Shares having a fair market value necessary to satisfy such obligations.

Depending on the withholding method, the Company and/or the Employer 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 over-withholding, the Participant may receive a refund of any

over-withheld amount in cash through the Employer’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 and/or the Employer. The Participant acknowledges that, regardless of any action

taken by the Company, the Employer, 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 or the Employer. 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.

[CHIEF EXECUTIVE OFFICER ONLY:

17.Choice of Law; Venue. Section 15 (Governing Law) and Section 17 (Arbitration)

of the Employment Agreement by and between the Participant and The Carlyle Group Employee

Co., L.L.C. dated February 5, 2023 (the “Employment Agreement”) are hereby incorporated by

reference herein mutatis mutandis and shall apply to this Award Agreement as if set forth herein.

18.Reserved.]

[OTHER PARTICIPANTS:

17.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

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.

18.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.]

19.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 PSUs 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.

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

between the parties with respect to the PSUs 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.

21.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 PSUs until the issuance or transfer of Shares hereunder.

22.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).

23.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

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.

24.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 PSUs 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.

25.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.

26.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.

27.Appendix. Notwithstanding any provisions in this Award Agreement, the PSUs

granted herein 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.

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

other requirements on the Participant’s participation in the Plan, on the PSUs 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.

29.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.

30.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., PSUs) 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 fellow employees (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.

31.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 PSUs 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]

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

THE CARLYLE GROUP INC.

By:____________________________________

Name:

Title:

PARTICIPANT

By: ____________________________________

Name:

[Signature Page to PSU Award Agreement]

APPENDIX B

PERFORMANCE AND VESTING TERMS

The PSUs granted pursuant to this Award Agreement shall be eligible to become earned and to

vest pursuant to the terms described in this Appendix B.

Determination of Earned PSUs

Framework

The PSUs shall be eligible to be earned, subject to the terms of the Award Agreement, based on

the achievement of the performance conditions described below. The Award shall be divided

into five Tranches as follows:

“First Tranche” means one-third (1/3) of the total number of PSUs subject to the Award, which

PSUs shall be earned upon achievement of the First Stock Price Hurdle.

“Second Tranche” means one-third (1/3) of the total number of PSUs subject to the Award,

which PSUs shall be earned upon achievement of the Second Stock Price Hurdle.

“Third Tranche” means one-third (1/3) of the total number of PSUs subject to the Award,

which PSUs shall be earned upon achievement of the Third Stock Price Hurdle.

Each of the First Tranche, the Second Tranche, and the Third Tranche, shall be earned upon the

attainment of an Average Closing Stock Price equal to the corresponding Stock Price Hurdle set

forth below.

Stock Price Hurdles


Tranche	Stock Price Hurdle
First Tranche	120% of Beginning Stock Price ($[__]) (“First Stock Price Hurdle”)
Second Tranche	140% of Beginning Stock Price ($[__]) (“Second Stock Price Hurdle”)
Third Tranche	160% of Beginning Stock Price ($[__]) (“Third Stock

Once a Stock Price Hurdle is achieved, each lower Stock Price Hurdle will be deemed to have

been achieved even if an Average Closing Stock Price equal to the lower Stock Price Hurdle has

not independently occurred. Except as otherwise expressly provided in connection with a

Change in Control (as described below), there will be no linear interpolation in measuring

achievement of the Stock Price Hurdles and each Tranche shall therefore be earned in full or not

at all. For purposes of illustration and without limitation, if the First Stock Price Hurdle has not

been achieved as of the date on which the Average Closing Stock Price equals the Second Stock

Price Hurdle, then as of such date, both the First Tranche and the Second Tranche shall become

earned.

Except as otherwise set forth in the Award Agreement, any Earned Tranches will only be eligible

to vest on the Applicable Vesting Date.

Any Tranche that has not become an Earned Tranche as of the last day of the Performance Period

shall be canceled immediately and the Participant shall automatically forfeit all rights with

respect to such PSUs as of the last day of the Performance Period.

Change in Control

As used in this section, “Change in Control” shall mean a transaction described in Section 2(g)(i)

of the Plan, as in effect on the Date of Grant. Upon the occurrence of a Change in Control

during the Performance Period, the Performance Period shall be truncated and shall end on the

CIC Measurement Date and the applicable performance conditions shall be measured as follows:

For each Tranche that has not become an Earned Tranche prior to the Change in Control, the

corresponding Stock Price Hurdle shall be measured as of the CIC Measurement Date based on

the CIC Price (rather than based on the Average Closing Stock Price). If the CIC Price is

between two Stock Price Hurdles, the higher Stock Price Hurdle shall be deemed achieved in

part based on linear interpolation between the two Stock Price Hurdles, and a corresponding

portion of the associated Tranche shall become an Earned Tranche. For purposes of illustration

and without limitation, if the CIC Price is halfway between the Second Stock Price Hurdle and

the Third Stock Price Hurdle, then fifty percent (50%) of the Third Tranche will become an

Earned Tranche. Any whole or partial Tranche for which the Stock Price Hurdle is not achieved

as of the CIC Measurement Date shall be canceled immediately and the Participant shall

automatically forfeit all rights with respect to such PSUs as of the date of the Change in Control.

Any Tranche that becomes an Earned Tranche as of the CIC Measurement Date shall remain

outstanding and subject to the Services-based vesting requirement set forth below.

Vesting Schedule

Earned Tranches shall vest on the Applicable Vesting Date set forth below, subject to the

Participant’s continued Services with the Company and its Affiliates through the Applicable

Vesting Date. If the Participant’s Services with the Company and its Affiliates terminate for any

reason prior to the last Applicable Vesting Date, then, except as otherwise expressly provided in

the Award Agreement, the then-outstanding Tranches shall be forfeited.

For the avoidance of doubt, the below Services-based vesting conditions shall continue following

a Change in Control that occurs while the Participant is providing Services.


Tranche	Applicable Vesting Date
First Tranche	Later of (i) the first anniversary of the Date of Grant and (ii) the next Regular Vesting Date after the First Stock Price Hurdle is achieved, subject to the Participant’s continued Services through such date.
Second Tranche	Later of (i) the second anniversary of the Date of Grant and (ii) the next Regular Vesting Date after the Second Stock Price Hurdle is achieved, subject to the Participant’s continued Services through such date.
Third Tranche	The third anniversary of the Date of Grant, subject to the Participant’s continued Services through such date.

Certain Defined Terms

“Applicable Vesting Date” has the meaning set forth in the chart under “Vesting Schedule” of

this Appendix B.

“Average Closing Stock Price” means the average closing price of a Share on The Nasdaq

Global Select Market over any consecutive period of thirty (30) trading days that both begins and

ends during the Performance Period.

“Beginning Stock Price” means $[__], which is the average closing price of a Share on The

Nasdaq Global Select Market during the period of thirty (30) consecutive trading days ending on,

and including, the last trading day immediately preceding the Date of Grant.

“CIC Measurement Date” means the second to last trading day immediately preceding the date

on which a Change in Control occurs.

“CIC Price” means the value of the consideration paid for each Share in the Change in Control

transaction, with the value of any non-cash consideration determined by the Committee in its

discretion.

“Regular Vesting Date” means each of February [__], May 1, August 1, and November 1 of

each calendar year.

“Stock Price Hurdle” means each of the First Stock Price Hurdle, the Second Stock Price

Hurdle, and the Third Stock Price Hurdle.

“Tranche” means each of the First Tranche, the Second Tranche, and the Third Tranche.