EX-10.1




 Exhibit 10.1 

BLUE OWL CAPITAL, INC. 

AMENDMENT NO. 1 TO 2021 OMNIBUS EQUITY INCENTIVE PLAN 

THIS OMNIBUS AMENDMENT (this “Amendment”) is made and effective as of October 22, 2021, to the Blue Owl Capital, Inc.
(the “Company” ) 2021 Omnibus Equity Incentive Plan (the “Plan”) 
 R E C I T A L S: 

WHEREAS, the Company previously adopted the Plan as of May 19, 2021 in order to provide an additional incentive to selected employees,
directors and other service providers of the Company and its Subsidiaries or Affiliates (as defined in the Plan), whose contributions are integral to the growth and success of the Company’s business, in order to strengthen the commitment of
such persons to the Company and its Subsidiaries and Affiliates, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts shall result in the long-term
growth and profitability of the Company; and 
 WHEREAS, the Company desire to amend the Plan with respect to the calculation of the Share
Limit (as defined in the Plan), for purposes thereof. 
 NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereto, intending to be legally bound, hereby agree as follows: 

 

	 	1.	 Amendment of the Plan. 



 

	 	a.	 The first two sentences of Section 4(a) of the Plan will be amended and restated in their entirety as
follows: 


 “Subject to Section 5 and Section 10(b) hereof, the
aggregate number of Shares that may be issued or delivered with respect to Awards granted under the Plan shall not exceed 101,230,522 Shares, which number is subject to adjustment as provided herein (the “Share Limit”), all of which
may be issued pursuant to the exercise of ISOs. Subject to Section 10(b) hereof, any Blue Owl Operating Group Units granted under the Plan shall, without duplication, (i) reduce the number of Shares that may be issued
or used for reference purposes or with respect to which Awards may be granted under the Plan on a one-for-one basis (i.e., each Blue Owl Operating Group Unit shall be
treated as one Class A Share), and (ii) shall be delivered, if applicable, in accordance with the Blue Owl LPAs.” 
  

	 	b.	 The following sentence will be added to the end of Section 10(b) of the Plan: 



“Each individual Blue Owl Incentive Unit (consisting of one Class P Unit of Blue Owl Holdings (as defined in the Blue Owl Holdings
LPA) and one Class P Unit of Blue Owl Carry (as defined in the Blue Owl Carry LPA)), shall be counted against the number of Shares on a 1.25 to one basis for purposes of calculating the Share Limit (i.e., if the remaining number of Shares under
the Share Limit was 125, then 100 Class P Units of Blue Owl Holdings and 100 Class P Units of Blue Owl Carry could be issued).” 












	 	2.	 Miscellaneous. Each reference in the Plan “the Plan,” “hereunder,”
“hereof,” “herein” or words of like import shall mean and be a reference to such Plan as amended hereby. Except as specifically set forth above, the Plan shall remain unaltered and in full force and effect and the respective
terms, conditions and covenants thereof are hereby in all respects ratified and confirmed. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or
conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 



*    *    *    *    * 

  
 2