Moelis & Company Group LP Performance-Based Vesting Agreement

MOELIS & COMPANY GROUP LP

PERFORMANCE-BASED VESTING AGREEMENT

THIS PERFORMANCE-BASED VESTING AGREEMENT (this “Agreement”) is made and entered into as of ____________ (the “Grant Date”) by and between Moelis & Company Group LP, a Delaware limited partnership (the “Partnership”), and ________ (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Partnership Agreement (as defined in Section 8 hereof).

WHEREAS, the Partnership is agreeing to issue partnership interests in the form of Executive Profits Interest Units (the “Partnership Units”) to the Participant subject to the terms and conditions contained herein and in the Amended and Restated Agreement of Limited Partnership of Moelis & Company Group LP, dated as of April 15, 2014, by and between Moelis & Company, Moelis & Company Group GP LLC, and the other limited partners from time to time party thereto (as may be amended and/or from time to time and including Exhibit E thereto, the “Partnership Agreement”).

WHEREAS, the Partnership and the Participant desire to enter into this Agreement to set forth the terms and conditions of the grant of the Partnership Units to the Participant.

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto agree as follows:

(i) subject to Exhibit E of the Partnership Agreement, the Participant (A) shall not be eligible to receive distributions of Available Cash under the Partnership Agreement unless and until all applicable vesting terms set forth in this Agreement have been achieved and (B) shall not receive allocations of Net Income pursuant to Section 5.2 of the Partnership Agreement apart from Adjustment Amounts set forth in Section 3(a) hereof unless and until all applicable vesting terms have been achieved; and

(ii) if the amount of any distributions (in excess of any applicable tax distributions) payable to the Participant pursuant to Article IV of the Partnership Agreement exceeds the Participant’s Adjusted Capital Account as of the applicable payment date, then the amount of such excess shall be not distributed to the Participant and shall instead be credited to a holdback account maintain by the Partnership in respect of the Participant (such account, the “Holdback Account”). Any positive balance in the Holdback Account shall be paid to the Participant quarterly (as determined by the General Partner) in an amount equal to (but not in excess of) the positive balance of the Participant’s Adjusted Capital Account as of the applicable payment date, provided that the entire amount of any positive balance in the Holdback Account shall be paid to the Participant on the date of the Participant’s termination of service with the Employer for any reason.

**SIGNATURE PAGE FOLLOWS**

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

MOELIS & COMPANY GROUP LP

By: __________________________

PARTICIPANT

____________________________________

Name:
 

VESTING OF PARTNERSHIP UNITS

The Partnership Units granted pursuant to the Agreement shall be subject to vesting as set forth in this Exhibit A. Any capitalized term that is used, but not defined, in this Exhibit A shall have the meaning set forth in the Performance-Based Vesting Agreement to which it is attached (the “Agreement”).

1. Number of Partnership Units. The number of Partnership Units granted to the Participant under the Agreement shall be equal to ______ Partnership Units, of which ______ of such Partnership Units are referred to herein as the “Target Partnership Units”.

2. Normal Vesting. Except as otherwise provided in this Exhibit A, the Partnership Units granted pursuant to the Agreement shall vest (or partially vest as set forth below) upon the achievement of both the “Performance Condition” and the “Service Condition” (all as defined below).

(a) Performance Condition.

(i) The “Performance Condition” shall be deemed satisfied to the extent a share of Moelis & Company Class A common stock (the “Common Stock”) achieves the designated per share price targets set forth in the table below based on the volume weighted average closing share price of the Common Stock over any 20 consecutive trading-day period during the period beginning on the Grant Date and ending on the fifth anniversary of the Grant Date (the “Performance Period”), as reflected on the New York Stock Exchange or other such primary stock exchange in which the Common Stock is listed and traded (the “20-Day VWAP”). Achievement of any of the designated per share price targets set forth in the table below shall be certified by the Compensation Committee.

(ii) Notwithstanding the foregoing, if Moelis & Company pays any cash dividend on a share of Common Stock during the Performance Period (a “Qualifying Dividend”), the per share price of a share of Common Stock for purposes of determining the achievement of the Performance Condition shall be deemed to be adjusted to reflect any such Qualifying Dividend in a manner determined by the General Partner as if such Qualifying Dividends were reinvested in shares of Common Stock.

(iii) The number of Partnership Units granted pursuant to the Agreement for which the Performance Condition has been met (the “Earned Units”) will be determined (1) on a quarterly basis at the end of each fiscal quarter during the Performance Period, beginning on March 31, 2023, and (2) to the extent necessary, as of the final day of the Performance Period (the “End Date” and each such fiscal quarter end date together with the End Date, a “Measurement Date”), based on the highest 20-Day VWAP to have been achieved at any time starting on the Grant Date and ending on the applicable Measurement Date as follows:

(1) As a result of the reinvestment of dividends, the Performance Units may become Earned Units before the 20-Day VWAP of a single share achieves the dollar amount set forth in this column.

If as of any Measurement Date, the highest 20-Day VWAP is between $68.00 and $114.00 per share and not exactly $91.00 per share, then the percentage of the total Partnership Units granted pursuant to the Agreement that will become Earned Partnership Units as of such Measurement Date be determined by linear interpolation between the amounts set forth in the table above.

(b) Service Condition.

(i) The “Service Condition” with respect to the Target Partnership Units that become Earned Units pursuant to Section 2(a) of this Exhibit A shall be deemed to be satisfied in equal installments with respect to such Earned Units on each of the third, fourth and fifth anniversaries of the Grant Date (each, a “Service Vesting Date”), in each case so long as the Participant remains in continuous employment with the Employer as Chief Executive Officer (or other position approved by the Compensation Committee) through, and has not given or received a notice of termination of such employment as of, the applicable Service Vesting Date; provided that if the applicable Service Vesting Date occurs prior to the date on which the applicable Partnership Units become Earned Units, then the corresponding number of Earned Units that would have vested as of such Service Vesting Date if the Partnership Units had become Earned Units prior to such Service Vesting Date shall fully vest immediately upon becoming Earned Units (the “Delayed Fully Vested Date”) so long as the Participant remains in continuous employment with the Employer as Chief Executive Officer (or other position approved by the Compensation Committee) through, and has not given or received a notice of termination of such employment as of, the Delayed Fully Vested Date.

(ii) The “Service Condition” with respect to the Partnership Units granted pursuant to the Agreement in excess of a number equal to 100% of the target number of Partnership Units shall be deemed satisfied on the End Date so long as the Participant remains in continuous employment with the Employer as Chief Executive Officer (or other position approved

by the Compensation Committee) through, and has not given or received a notice of termination of such employment as of, the End Date.

(iii) The Performance Condition shall apply to each installment of the Partnership Units subject to a Service Condition as if each such installment was an independent award. The following examples illustrate these principles:

(A) Assume that a 20-Day VWAP of $68.00 (taking into account reinvestment of Qualifying Dividends) was achieved as of the first quarter-end date following the second anniversary of the Grant Date, such that _____ Partnership Units become Earned Units as of such quarter-end date. Assume that no additional Partnership Units become Earned Units prior to the end of the Performance Period. Such _____ Earned Units shall become fully vested in equal installments on each of the third, fourth and fifth anniversaries of the Grant Date.

(B) Assume the same facts as in the example in Section 2(b)(iii)(A), except that the 20-Day VWAP of $68.00 (taking into account reinvestment of Qualifying Dividends) was achieved as of the first quarter-end date following the third anniversary of the Grant Date. In this case, a total of one-third of the Earned Units shall vest immediately upon the quarter-end date on which the Performance Units became Earned Units and the remaining 2/3 of such Earned Units shall vest in equal installments on the fourth and fifth anniversaries of the Grant Date.

3. Change in Control. If a Change in Control occurs on or prior to the End Date and while the Partnership Units are outstanding, (i) the Performance Condition will be tested for any Partnership Units granted pursuant to the Agreement which are not Earned Units as of such Change in Control based on the price paid per share of Common Stock in the Change in Control transaction (and assuming reinvestment of Qualifying Dividends) and (ii) if the Participant is employed as of the date of the Change in Control, the Service Condition will be deemed to have been fully achieved as of the date of the Change in Control. Any Partnership Units that do not become fully vested as a result of the Change in Control shall immediately be forfeited.

4. Termination of Service. Notwithstanding anything set forth in this Exhibit A to the contrary:

(a) If the Participant’s service with the Employer is terminated on or prior to the End Date by the Employer without Cause or by the Participant for Good Reason, then the Participant shall be eligible to vest in a number of Partnership Units equal to (1) the greater of (A) the number of Partnership Units that are Earned Units as of the date of such termination (with the date of termination treated as the End Date for purposes of this clause (A)), without regard to achievement of the Service Condition, and (B) the number of Partnership Units set forth on Annex 1 to this Exhibit A corresponding to the applicable date of termination that are already, or become, Earned Units based on the achievement of the Performance Condition relating to such Partnership Units during the Performance Period, without regard to the achievement of the Service Condition (the applicable number of Partnership Units in this clause (B), the “Termination Eligible Units”), less (2) the number of Partnership Units that otherwise fully vested on or prior to the date of termination in accordance with Section 2 of this Exhibit A (as applicable, the “Qualifying Termination Units”). The Qualifying Termination Units shall remain outstanding following the date of termination and shall fully vest as of the End Date so long as (i) the Participant does not

engage in Detrimental Activities at any time on or prior to the End Date and (ii) in the case of Termination Eligible Units set forth in subclause (1)(b) of this clause (a), the Performance Condition has been achieved during the Performance Period in accordance with Section 2(a) of this Exhibit A.

(b) If the Participant’s service with the Employer terminates on or prior to the End Date as a result of the Participant’s death or Disability, then the Participant (or his applicable representative) shall be eligible to vest in a number of Partnership Units equal to (1) the greater of (A) the number of Partnership Units that are Earned Units as of the date of such termination (with the date of termination treated as the End Date for purposes of this clause (A)), without regard to achievement of the Service Condition, and (B) if the Implied TSR Hurdle (as set forth on Annex 2 to this Exhibit A) corresponding to the applicable date of termination has been achieved as of the date of such termination calculated in accordance with the terms of Annex 2 to this Exhibit A, the number of “Pro-Rated Units” set forth on Annex 2 to this Exhibit A corresponding to such date of termination, less (2) the number of Partnership Units that otherwise fully vested on or prior to the date of termination in accordance with Section 2 of this Exhibit A (as applicable, the “Death/Disability Units”). The Death/Disability Units shall remain outstanding following the date of termination and shall fully vest as of the End Date; provided, that in the event of a termination due to Disability, the Participant does not engage in Detrimental Activities at any time on or prior to the End Date.

(c) If the Participant’s service terminates for any other reason on or prior to the End Date (including, without limitation, (i) if the Participant’s service with the Employer is terminated on or prior to the End Date for Cause or (ii) if Participant’s service with the Employer is terminated on or prior to the End Date by the Participant without Good Reason (including any termination by the Participant in connection with Participant’s retirement)), then any Partnership Units granted pursuant to the Agreement that have not become fully vested shall immediately be forfeited.

5. Dividend Equivalents.

(a) Upon the payment of any Qualifying Dividend, the Participant shall receive an additional grant of Partnership Units with a value, as determined by the General Partner in its sole discretion, that is intended to replicate the value of the dividend that would have been paid to the Participant had the Partnership Units granted under the Agreement that are then-outstanding and unvested had instead been granted in the form of a number of shares of Common Stock equal to the total number of then-outstanding and unvested Partnership Units granted under the Agreement (of which, unless otherwise determined by the General Partner in its sole discretion for a Qualifying Dividend declared in connection the Participant’s termination in connection with Section 4, two-thirds of such additional Partnership Units shall be treated as Target Partnership Units for purposes of the Agreement) and subject to substantially the same terms and conditions as apply to the Partnership Units granted pursuant to the Agreement; provided, that (i) the per unit Target Value, the book-up mechanics set forth in Section 3(a) of the Agreement and the limitation on redemptions and exchanges set forth in Section 4(b) of the Agreement shall be calculated as of and shall run from the date of grant of such additional Partnership Units and (ii) the Participant shall make a new Section 83(b) election with respect thereto. Each time a new grant of Partnership Units is made pursuant to this Section 5, Annex 3 to this Exhibit A shall be updated to memorialize the terms thereof.

(b) The following example illustrate these principles: if the General Partner determines in its sole discretion that the payment of the Qualifying Dividend with respect to any then-unvested Partnership Units resulted in the grant of an additional 150 Partnership Units to the Participant, then 100 of such additional Partnership Units shall be treated as Target Partnership Units for purposes of the Agreement, provided that the full 150 additional Partnership Units may be earned in accordance with the terms of this Exhibit A; provided further that (i) the per unit Target Value, the book-up mechanics set forth in Section 3(a) of the Agreement and the limitation on redemptions and exchanges set forth in Section 4(b) of the Agreement shall be calculated as of and shall run from the date of grant of such 150 additional Partnership Units and (ii) the Participant shall make a new Section 83(b) election with respect to such 150 additional Partnership Units.

6. Definitions. For purposes of this Exhibit A, the following terms shall have the respective meanings set forth below:

(a) “Cause” means any of the following by the Participant: (i)(a) gross misconduct, fraud, material misrepresentation or breach of trust or loyalty or (b) gross negligence, in each case in respect of the Participant’s performance of, or failure to perform, the Participant’s duties or responsibilities; (ii) a material and repeated failure to exercise a reasonable level of skill, effort and/or efficiency in performing the Participant’s duties or responsibilities (other than due to Disability); (iii) willful conduct which adversely impacts the reputation of the Employer; (iv) the conviction of a felony (or equivalent in other jurisdictions), or any crime involving moral turpitude (including embezzlement, bribery, forgery, counterfeiting, extortion, false statements or insider trading), or any plea of “no contest” or “nolo contendere” (or equivalent in other jurisdictions) in connection therewith; (v) the charge or indictment of a felony or any other criminal offense, the defense of which renders the Participant substantially unable to perform adequately the Participant’s duties for at least six (6) months; (vi) a material violation of applicable laws, rules or regulations or the rules or regulations of any securities exchange or association or regulatory body of which the Employer is a member and/or licensed by; (vii) a material violation of the Employer’s service, confidentiality, operations, compliance, ethics or similar policies; (viii) a material breach of the Participant’s contractual arrangements with the Employer; or (ix) failure to co-operate with an internal investigation, an investigation by regulatory or law enforcement authorities or actual or prospective litigation in which the Employer has an interest, after being reasonably instructed by the Employer to co-operate. In the case of clauses (i)(b), (ii), (vi), (vii), (viii) and (ix) provided that such breach, failure, violation, or act or omission is reasonably capable of prompt Cure (as defined below), (a) the Employer shall provide the Participant with a sufficiently detailed written notice describing such breach, failure, violation, or act or omission (a “30-Day Notice”), and (b) the Participant shall have thirty (30) days to Cure such breach, failure, violation, or act or omission (provided that, for the avoidance of doubt, if the Participant receives the 30-Day Notice and fails to timely Cure within such thirty (30) day period, the Employer shall not be required to provide any additional notice or notice period and the Employer may terminate the Participant for Cause after the last day of such thirty (30) day period). All determinations of whether any act or omission constitutes Cause in any particular case will be made by the General Partner in its sole discretion and will be final and binding on all parties.

(b) “Change in Control” has the meaning set forth in the Moelis & Company 2014 Omnibus Incentive Plan, as may be amended and/or restated from time to time (or any successor plan, as applicable).

(c) “Client” means any client or prospective client of the Employer (i) to whom the Participant provided services, for whom the Participant transacted business or for whom the Participant solicited the business of such client or prospective client during the prior two-year period or (ii) whose senior personnel the Participant first met or the Participant was introduced or reintroduced to during the Participant’s relationship with or employment by the Employer.

(d) “Competitive Enterprise” means any business enterprise that is engaged, or owns or controls a significant interest in any entity that is engaged, in either case, primarily or in any substantial manner in any place in the world in (x) investment banking or securities activities or financial services, including, without limitation, private equity, hedge fund, special purpose acquisition company (SPAC) or other asset or investment management businesses, or (y) any business activities in which the Employer is engaged primarily or in any substantial manner.

(e) “Cure” means to take such unilateral action(s) as will avoid all material effects of a breach, failure, violation, or act or omission.

(f) “Detrimental Activities” means any of the following: (i) the Participant, directly or indirectly, provides services to, engages in, has any equity interest in, or manages or operates any Competitive Enterprise; provided, however, that the Participant shall be permitted to acquire a passive equity interest in a publicly traded Competitive Enterprise provided the interest acquired is not more than one percent (1%) of such Competitive Enterprise’s outstanding equity interests (the “Competitive Enterprise Restriction”); (ii) the Participant Solicits any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing business with the Employer; (iii) the Participant interferes with or damages (or attempts to interfere with or damage) any relationship between the Employer and any Client; (iv) the Participant Solicits any person who is employed by the Employer to resign from the Employer or to apply for or accept employment with any Competitive Enterprise; (v) the Participant shall fail to timely execute an attestation to the effect that the Participant has not engaged in the acts described in clauses (i), (ii), (iii) and (iv) above prior to each applicable Service Vesting Date, End Date or at such other times reasonably requested by the General Partner; or (vi) the Participant, as determined by the General Partner, fails to meet, in any material respect, any obligation the Participant may have under any agreement with the Employer regarding confidentiality, nondisparagement, cooperation, nonsolicitation or noncompetition.

(g) “Disability” means the Participant’s inability due to illness or other physical or mental impairment to substantially perform the Participant’s duties to the Employer for a period of ninety (90) consecutive days during any six (6) month period or for one hundred eighty (180) days during any twelve (12) month period, as determined in the good faith discretion of the General Partner.

(h) “Good Reason” means a material breach by the Employer of a material provision of the Participant’s service agreement or offer letter, if any, with the Employer; provided, however, that the Participant must provide the Employer with a sufficiently detailed notice of the events deemed to constitute “Good Reason” within sixty (60) days of when the Participant knew or should have known that the events deemed to constitute “Good Reason” occurred and allow the Employer thirty (30) days to Cure any of the events or occurrences described above, to the extent reasonably capable of prompt Cure, before the Participant may resign for Good Reason (the “Good Reason Notice”). For the avoidance of doubt, if the Participant gives the Good Reason Notice and

the Employer fails to timely Cure within such thirty (30) day period, the Participant shall not be required to provide any additional notice or notice period, and the Participant may terminate the Participant’s service with the Employer for Good Reason after the last day of such thirty (30) day period but within forty-five (45) days of the end of such thirty (30) day period.

(i) “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.

TERMINATION ELIGIBLE UNITS

DEATH/DISABILITY UNITS

DIVIDEND EQUIVALENT PARTNERSHIP UNITS

* Two-thirds of each grant of Partnership Units shall be treated as Target Partnership Units for purposes of the Agreement.

83(B) ELECTION FORM

ELECTION TO INCLUDE PARTNERSHIP UNITS IN GROSS
INCOME PURSUANT TO SECTION 83(b) OF THE
INTERNAL REVENUE CODE

The undersigned was issued Partnership Units (as defined below) of Moelis & Company Group LP, a Delaware limited partnership (the “Partnership”) on ________ (the “Grant Date”). The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code §83(b)”) and Treasury Regulations §1.83-2, at the time such Partnership Units were issued, to include in gross income for the 2023 taxable year the excess, if any, of the fair market value on of the Grant Date of the Partnership Units (as set forth in paragraph 6 below) over the amount, if any, paid for such property (as set forth in paragraph 7 below). The undersigned makes this election solely as a protective measure and does not hereby admit, concede or otherwise waive any rights that it may have at any time, including, the right to deny that the Partnership Units constitute property under Code §83(b) or that it has received such property in connection with the performance of services.

The following information is supplied in accordance with Treasury Regulation §1.83-2(e):

NAME:
ADDRESS:
SSN:

In order to make an election under Code §83(b), this election form must be executed within thirty (30) days after the Grant Date. One copy of this election form should be submitted to the General Partner and a second copy should be filed within thirty (30) days after the Grant Date with the Internal Revenue Service Center with which the undersigned normally files his or her federal income tax return.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner of the Internal Revenue Service.

CONSENT BY SPOUSE

Dated as of ___________

I acknowledge that I have read the Amended and Restated Agreement of Limited Partnership of Moelis & Company Group LP (as may be amended and/or from time to time, the “Partnership Agreement”), dated as of April 15, 2014, and that I know its contents. I am aware that by its provisions, my spouse agrees to sell, convert, dispose of, or otherwise transfer his or her interest in the Partnership, including any property or other interest that I have or acquire therein, under certain circumstances. I hereby consent to such sale, conversion, disposition or other transfer; and approve of the provisions of the Partnership Agreement and any action hereafter taken by my spouse thereunder with respect to his or her interest, and I agree to be bound thereby.

I further agree that in the event of my death or a dissolution of marriage or legal separation, my spouse shall have the absolute right to have my interest, if any, in the Partnership set apart to him or her, whether through a will, a trust, a property settlement agreement or by decree of court, or otherwise, and that if he or she be required by the terms of such will, trust, settlement or decree, or otherwise, to compensate me for said interest, that the price shall be an amount equal to its appraised value as determined by a reputable accounting firm, investment bank or other qualified appraiser selected by me and my spouse (or if we cannot agree on an appraiser within five (5) Business Days, such appraiser as is selected by the Partnership), payable in cash or on such other terms as may be agreed upon by me and my spouse.

This consent, including its existence, validity, construction, and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the State of _________________ without regard to otherwise governing principles of choice of law or conflicts of law.