Exhibit 10.46
 GREENHILL & CO., INC. EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD NOTIFICATION
 Company Participant RSUs Plan
 Name of Participant
 Grant Date
 Number of RSUs
 1.
    
    This Award is subject to all terms and conditions of this Notification and the Plan. The
terms of the Plan are hereby incorporated by reference. Capitalized terms not otherwise
defined herein shall have the meaning assigned to such term in the Plan. The term
Notification means this Notification.
 2.
    
    Each RSU represents a right to a future payment equal to the Fair Market Value of one Share
at the time of such payment. Such payment may, at the Committees election be in cash or
Shares or a combination thereof.
 3.
    
    To the extent dividends are paid on Shares while the RSUs remain outstanding, you shall be
entitled to receive at the time such dividends are paid (subject to your continued employment
as of the relevant dividend payment date), cash payments in amount equivalent to cash
dividends on Shares with respect to the number of Shares covered by the RSUs. If you incur a
termination of employment prior to the payment of Shares underlying your vested RSUs but
subsequent to the applicable RSUs vesting date, as set forth in Paragraph 4 below, you shall
be entitled to receive with respect to such Shares underlying your vested RSUs cash payments
in amount equivalent to cash dividends on Shares regardless of whether you continue to be
employed as of the relevant dividend payment date. If you incur a termination of employment
under circumstances in which, pursuant to the provisions of the Plan and this Award, Shares
underlying this Award are forfeited, any dividend equivalent cash payments made pursuant to
this paragraph with respect to the Unvested Dividend Portion, as hereinafter defined, of the
forfeited Shares shall be required to be repaid to the Company by you promptly following your
termination of employment. The Unvested Dividend Portion of the forfeited Shares shall be
one minus the portion of the Award that has been recognized as an expense in the Companys
financial statements.
 4.
    
    Subject to your continued employment as of the relevant vesting date (unless otherwise
provided under the terms and conditions of the Plan or this Notification), in accordance with
Paragraph 2 above you shall be entitled to receive (and the Company shall deliver to you)
within 75 days following the relevant vesting date set forth below, the number of Shares
underlying the RSUs (or a cash payment therefor) as of the dates set forth below in accordance
with the following schedule:




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Vesting Dates =
    
    100% of the Shares underlying the RSUs on January 1st of the fifth
calendar year following the grant date.
 5.
    
    Notwithstanding Section 11(a) of the Plan, if the Participant terminates employment for
reason of Retirement, any unvested RSUs hereunder as of the date of such termination shall
automatically be forfeited and cancelled by the Company; provided, however, if rather than
terminating employment for reason of Retirement, the Participant offers to convert to Senior
Advisor status pursuant to the terms of the Senior Advisor Employment and Non-Competition
Agreement, the form of which is attached hereto, this Award will continue to vest in
accordance with the schedule set forth in paragraph 4 above subject to the terms of the Plan,
this Notification and the Senior Advisor Employment and Non-Competition Agreement the terms of
which shall be incorporated herein by reference.6.
    
    In accordance with Section 15(a) of the Plan, the Committee may in its sole discretion
withhold from the payment to you hereunder a sufficient amount (in cash or Shares) to provide
for the payment of any taxes required to be withheld by federal, state or local law with
respect to income resulting from such payment.7.
    
    An RSU does not represent an equity interest in the Company, and carries no voting rights.
You will not have any rights of a shareholder with respect to the RSUs until the Shares have
been delivered to you.8.
    
    Notices hereunder and under the Plan, if to the Company, shall be delivered to the Plan
Administrator (as so designated by the Company) or mailed to the Companys principal office,
Greenhill & Co., Inc., 300 Park Avenue, New York, New York, 10022, attention of the Plan
Administrator, or, if to you, shall be delivered to you or mailed to your address as the same
appears on the records of the Company.9.
    
    All decisions and interpretations made by the Board of Directors or the Committee with regard
to any question arising hereunder or under the Plan shall be binding and conclusive on all
persons. In the event of any inconsistency between the terms hereof and the provisions of
this Notification and the Plan, this Notification shall govern.10.
    
    By accepting this Award, you acknowledge receipt of a copy of the Plan, and agree to be bound
by the terms and conditions set forth in this Notification and the Plan, as in effect from
time to time.11.
    
    By accepting this Award, you further acknowledge that the federal securities laws and/or the
Companys policies regarding trading in its securities may limit or restrict your right to buy
or sell Shares, including, without limitation, sales of Shares acquired in connection with
your RSUs. You agree to comply with such federal securities law requirements and Company
policies, as such laws and policies are amended from time to time.
 2




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12.
    
    This Notification shall be governed by the laws of the state of New York without giving
effect to its choice of law provisions.
 GREENHILL & CO., INC.By:Name:
    
    Harold J. Rodriguez, Jr.Title:
    
    Treasurer
  Beneficiary:Participant name (print):Date:
 3




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Exhibit A
 FORM OF SENIOR ADVISOR EMPLOYMENT AND
NON-COMPETITION AGREEMENT
 Agreement    Name of Employee Senior Advisor Company
 Plan
     Definitions
 Base Salary
 Competitive Enterprise
 Effective Date
 Employment Term
 Termination of Employment Notice
 4




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Term of Employment. Effective Date Employment Term
 Notice of Termination provided, however, that
 Office.
 Compensation
 Base Salary
 Annual Bonus
 Outstanding Incentive Awards.
    Cause
 5




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Employee Benefit Plans.
 No Severance.
 Cooperation.
 Professional Code of Conduct.
 Confidential Information. provided
 Non-competition
 6




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Competitive Enterprise
   7




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Nonsolicitation.
 Injunctive Relief.
 Enforceability.
 Termination of Agreement. provided, however, that
 Entire Agreement.
 8




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Amendment or Waiver.
 Severability.
 Governing Law.
 Notices. e-mail
  
  
  9




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Withholding Taxes.
 Headings.
 Counterparts.
  [SENIOR ADVISOR]GREENHILL & CO., INC.By:Name:Title:
 10