EMPLOYMENT AGREEMENT

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

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

Employee shall have the position of Title and will have authority consistent with such position. Employee will also be a member of Employer’s Management Committee and Operating Committee.

Employee shall concentrate Employee’s activities during the Term on as defined in Exhibit A.

Employee shall devote Employee’s energies, attention, reasonable best efforts and full and exclusive business time to the business and affairs of Employer, provided, however, that nothing in this Agreement shall preclude Employee from engaging in (i) personal investment activities, (ii) activities consented to by Employer pursuant to Section 2f below, (iii) serving as a member of the board of directors of the companies named on Exhibit B hereto, if any (the “Listed Companies”), or any other companies consented to by the Employer, or (iv) charitable, professional, and 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.

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

Employee shall at all times comply with (i) all applicable laws, rules and regulations that are related to Employee's responsibilities assumed hereunder, and (ii) all written corporate and business policies and procedures of Carlyle and Employer that are applicable to Employee in the Office Location, including without limitation the New York Attorney General’s Code of Conduct (the “Code of Conduct”).

Except with respect to services as a member of the board of directors of the Listed Companies, Employee shall not, without the prior written approval of Employer, receive compensation or any direct or indirect financial benefit for services rendered during the Term to any Person other than the Employer. As used herein, the term "Person" shall include all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures and other entities and governments and agencies and political subdivisions.

In connection with Employee’s execution of this Agreement, Employee shall execute and deliver to Carlyle the certification attached hereto as Exhibit C. Employee understands and acknowledges that Employer and Carlyle are relying on the certifications and covenants set forth therein as a basis for its compliance with the 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.

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 Amount may be prospectively increased by Employer from time to time in its discretion, depending upon Employee’s performance.

Employer intends to pay bonuses to Employee from time to time. To the extent Employee receives less than the 2014 Guaranteed Bonus Amount during calendar year 2014, Employer shall pay the shortfall to Employee within 30 days after the end of calendar year 2014. To the extent Employee receives less than the 2015 Guaranteed Bonus Amount during calendar year 2015, Employer shall pay the shortfall to Employee within 30 days after the end of calendar year 2015 (the 2014 Guaranteed Bonus Amount together with the 2015 Guaranteed Bonus Amount, collectively the “Guaranteed Bonus Amount”). For periods following calendar year 2015, all bonuses will be payable to Employee at the Employer’s discretion.

Employee shall be reimbursed for all reasonable expenses for travel, lodging, entertainment, and other business expenses in connection with Employer's or Carlyle’s business to the extent such expenses are consistent with Carlyle's internal reimbursement guidelines.

Employee may be required to relocate Employee’s residence to work in the Washington, DC office during the Term and if so, Employer will reimburse Employee for all reasonable costs in accordance with Employer’s Relocation Policy. 

Employee shall be afforded, as incidences of employment, health, insurance, pension and vacation benefits on terms at least as beneficial, and to the same extent as that offered to other employees at the level of Title for the Office Location.

automatically upon Employee's death;

by Employer, subject only to such notification requirements as are required by this Section 5b:

upon Employee's incapacitation by accident, sickness or other circumstance which 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;

for "Cause," which for purposes of this Agreement shall mean 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 (with the exception of Section 7(c), which is addressed in sub-section (F) below), (D) 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); (E) 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 Employee in which findings of facts or any legal conclusions establishing liability are neither admitted nor denied); or (F) breached any provision of Section 7(c); or

for any other reason whatsoever, upon 30 days written notice to Employee; and

by Employee, subject only to such notification requirements as are required by this Section 5c:

for "Good Reason," which for purposes of this Agreement shall mean (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 such Good Reason has not been corrected or cured by Employer within 30 days after 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; or

for any other reason whatsoever, upon 30 days written notice to Employer.

If at any time before the second anniversary of the Commencement Date (i) Employee’s employment is terminated pursuant to Section 5c(i) and Employer could not have terminated Employee's employment for Cause pursuant to Section 5b(ii), or (ii) Employee’s employment is terminated pursuant to Section 5b(iii), Employer shall pay cash severance to Employee, within 60 days after the date of such termination, in an amount equal to (x) the unpaid portion of the Base Salary Amount that Employer would have paid Employee from the date of such termination through the second anniversary of the Commencement Date if Employee’s employment had not terminated and (y) the excess of the sum of the Guaranteed Bonus Amount provided for in Section 4b over bonuses actually paid to Employee pursuant to Section 4b; provided, however, that the aggregate amount of severance payable pursuant to this Section 6a will in no event be less than 25% of the Base Salary Amount.

If at any time on or after the second anniversary of the Commencement Date (i) Employee’s employment is terminated pursuant to Section 5c(i) and Employer could not have terminated Employee's employment for Cause pursuant to Section 5b(ii), or (ii) Employee’s employment is terminated pursuant to Section 5b(iii), Employer shall pay cash severance to Employee, within 60 days after the date of such termination, in an amount equal to 25% of the Base Salary Amount.

In the case of a termination of Employee’s employment at any time for any reason other than a termination pursuant to Section 5c(i) or 5b(iii), Employer shall pay to Employee, within 30 days after the effective date of the termination (to the extent not previously paid), the base salary compensation at the rate then in effect under Section 4a above, but only to the extent such compensation has accrued through the effective date of such termination.

The sole liability of Employer under this Agreement upon a termination of Employee’s employment shall be (i) to pay the amounts expressly provided for in this Section 6 as being due and owing upon such termination, (ii) to reimburse Employee pursuant to Section 4c for business expenses incurred by Employee during the Term, (iii) to honor the vested portion of any equity participation granted to Employee (except in the case of a termination for Cause pursuant to Section 5b(ii), and (iv) to comply with any other obligations under this Agreement which 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.

All memoranda, notices, files, records and other documents made or compiled by Employee during the Term in the ordinary course of business (other than business cards and names and contact information retained in Employee’s rolodex), or made available to Employee concerning the business of Carlyle (including, without limitation, any “best practices”

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 developed by Carlyle and its affiliates that is of a special and unique nature and value to Carlyle, including, but not limited to, the nature and material terms of business opportunities and proposals available to Carlyle and financial records of Carlyle, Carlyle investment funds, and investors in such funds (the "Confidential Information"). Employee shall not at any time, directly or indirectly, disclose to any person (other than Carlyle) or use for any purpose of 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) which 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 7b, (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), and to auditors, counsel, and other professional advisors to Employer or Carlyle or (v) disclosure is required to 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 notify Employer and shall permit Employer to seek an order protecting the confidentiality of such information. Employee agrees that Employee’s obligations under this Section 7b may be enforced by specific performance and that breaches or prospective breaches of this Section 7b may be enjoined.

Employee will not discuss Carlyle’s 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.

Employee represents that Employee’s employment by Employer does not and will not breach any agreement with any former employer, including any non-compete agreement or any agreement to keep in confidence or refrain from using information acquired by Employee prior to Employee’s employment by Employer. During Employee’s employment by Employer, Employee agrees that Employee will not violate any non-solicitation agreements Employee entered into with any former employer (or other counter-party) or improperly make use of, or disclose, any 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 lawful agreements with that former employer or third party.

Except as provided in Section 12b, any dispute, claim or controversy arising in connection with this Agreement or otherwise in connection with Employee’s employment with Employer (including any statutory claims), Employee’s carried interest participation, Employee’s restricted units, and Employee’s personal coinvestments 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

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, the aggrieved party shall be entitled to seek injunctive or other equitable relief from any court of competent jurisdiction.

“Arbitration Location” means New York, New York.

“Base Salary Amount” means 275,000 per annum in Currency.

“Carlyle” means Carlyle Investment Management, L.L.C. and its affiliates collectively operating under the trade name “The Carlyle Group.”

“Commencement Date” means December 31, 2013.

“Currency” means U.S. Dollar.

“Effective Date” means October 28, 2013.

“Employee” means Kewsong Lee.

“Employer” means The Carlyle Group Employee Co., a Delaware limited liability company.

“Governing Jurisdiction” means New York, New York.

“2014 Guaranteed Bonus Amount” means 2,000,000 in Currency.

“2015 Guaranteed Bonus Amount” means 2,000,000 in Currency.

“Office Location” means New York, New York.

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

“Title” means Managing Director/Partner; Deputy Chief Investment Officer.