[DATE]
[NAME]
Dear [NAME]:
As described in this letter agreement (this “Agreement”), effective as of [__], in consideration
of, as applicable: (a) your receipt of any base salary increase; (b) any promotion in your title
or role; (c) your eligibility for and receipt of any incentive compensation, including, but not
limited to, any year-end discretionary bonus; (d) your continued employment with The
Carlyle Group Employee Co., L.L.C. (together with its affiliates, “Carlyle”); and/or (e) your
access to and receipt of new confidential information and trade secrets of Carlyle in
connection with such employment, you hereby agree to the following Non-Competition,
Non-Solicitation and Notice Period covenants (such covenants collectively, the
“Covenants”).
Non-Competition Covenant
In consideration of the benefits and promises described herein, you covenant and agree that,
both during your employment with Carlyle and, in the event you resign from Carlyle or are
terminated by Carlyle for cause (as determined by Carlyle in its reasonable discretion), for
twelve (12) months following the date of the termination of your employment with Carlyle
or, in the event of your resignation, the date on which you notify Carlyle of your resignation
(such applicable period, the “Non-Competition Period”), you will not, directly or indirectly,
without the prior written consent of Carlyle, provide services to a “Competing Investment
Business” (as defined below). The Non-Competition Period shall run concurrently with any
required “Notice Period” (as defined below) and shall not be extended by the Notice Period.
For purposes of this Agreement, a “Competing Investment Business” shall mean any
alternative asset management investment advisory business (whether stand-alone or part of a
larger organization) or other business engaging in similar investment sponsorship activity
(such as providing investment advisory services for the benefit of a special purpose
acquisition company) and shall include, without limitation, any business engaging in the
activities and business strategies of the investment funds, vehicles and accounts and other
investment products, services and lines of business operated by or within Carlyle’s business
during the term of your employment. You agree and acknowledge that Carlyle’s business is
worldwide in scope and therefore this restriction governs your activities anywhere in the
world where you (x) provided services; (y) directly or indirectly supervised or managed
business operations and/or employees; and/or (z) maintained client or investor relationships,
in each case on behalf of Carlyle’s business.
You shall be deemed to be “providing services” to a Competing Investment Business if you
provide services directly or indirectly, whether individually or through or by another person
or an entity in which you are a director (or the equivalent), officer, employee, consultant,
representative, agent or otherwise, to a Competing Investing Business. You shall not be
deemed to be “providing services” to a Competing Investment Business if the Competing
Investment Business is a publicly traded entity and your only relationship with such entity is
an equity stake of one percent (1%) or less. This Agreement does not prevent you from (i)
managing your personal investment activities for which you receive no compensation in any
form or (ii) participating in charitable, community, literary or artistic activities.
Non-Solicitation Covenant
In consideration of the benefits and promises described herein, you covenant and agree that,
both during your employment with Carlyle and for a period of twelve (12) months after the
last day that you are employed by Carlyle (regardless of the reason for the termination of
your employment), you will not, directly or indirectly, without the prior written consent of
Carlyle: (a) participate in any capacity, including as an investor or an advisor, in any