Exhibit 10.9


FORM OF THE BLACKSTONE GROUP L.P.

2007 EQUITY INCENTIVE PLAN


1.                                      Purpose of the Plan


The Blackstone Group L.P.
2007 Equity Incentive Plan (the “Plan”) is designed to promote the long
term financial interests and growth of The Blackstone Group L.P., a Delaware
limited partnership (the “Partnership”), and its Affiliates by (i)
attracting and retaining senior managing directors, employees and consultants
of the Partnership or any of its Affiliates, including directors of the Partnership’s
general partner, Blackstone Group Management L.L.C. (the “General Partner”),
and (ii) aligning the interests of such individuals with those of the Partnership
and its Affiliates by providing them with equity-based awards based on the
common units of limited partner interest in the Partnership (the “Common
Units”) or the partnership units (the “Blackstone Holdings Partnership
Units”) of Blackstone Holdings (as defined below).


2.                                      Definitions


The following capitalized
terms used in the Plan have the respective meanings set forth in this Section:


(a)           Act:  The Securities Exchange Act of 1934, as
amended, or any successor thereto.


(b)           Administrator:
The Board, or the committee or subcommittee thereof to whom authority to
administer the Plan has been delegated pursuant to Section 4 hereof.


(c)           Affiliate:  With respect to any Person,
any other Person that directly or indirectly through one or more intermediaries
controls, is controlled by or is under common control with the Person in
question. As used herein, the term “Control” means the possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.


(d)           Award:  Individually or collectively,
any Option, Unit Appreciation Right, or Other Unit-Based Awards based on or
relating to the Common Units or Blackstone Holdings Partnership Units issuable
under the Plan.


(e)           Beneficial Owner:  A “beneficial owner”, as such term is defined
in Rule 13d-3 under the Act (or any successor rule thereto).


(f)            Blackstone
Holdings:  The collective reference
to all of the Blackstone Holdings Partnerships.


(g)           Blackstone
Holdings Partnerships:  Each of
Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings
III L.P., Blackstone Holdings IV L.P., and Blackstone Holdings V L.P.


(h)           Blackstone
Holdings Partnership Units:  Each “Blackstone
Holdings Partnership Unit” shall consist of one partnership unit in each of the
five Blackstone Holdings Partnerships.


(i)            Board:  The board of directors of the General
Partner.


 


 

















 


(j)            Change in Control: 
The occurrence of any Person, other than a Person approved by the
General Partner, becoming the general partner of the Partnership.


(k)           Code:  The Internal Revenue Code of 1986, as
amended, or any successor thereto.


(l)            Common Units:  The common units representing limited partner
interests of the Partnership.


(m)          Disability:  The term “Disability” shall have the meaning
as provided under Section 409A(a)(2)(C)(i) of the Code.  Notwithstanding the foregoing or any other
provision of this Plan, the definition of Disability (or any analogous term) in
an Award agreement shall supersede the foregoing definition; provided, however,
that if no definition of Disability or any analogous term is set forth in such
agreement, the foregoing definition shall apply.


(n)           Effective Date:  The date on which the Board adopts the Plan,
or such later date as is designated by the Board.


(o)           Employment:  The term “Employment” as used herein shall be
deemed to refer to (i) a Participant’s employment if the Participant is an
employee of the Partnership or any of its Affiliates, (ii) a Participant’s
services as a consultant or partner, if the Participant is consultant to, or
partner of, the Partnership or of any of its Affiliates, and (iii) a
Participant’s services as an non-employee director, if the Participant is a
non-employee member of the Board.


(p)           Fair Market Value:  Of a Unit on any given date means (i) the
closing sale price per Unit on the New York Stock Exchange on that date (or, if
no closing sale price is reported, the last reported sale price), (ii) if the
Units are not listed for trading on the New York Stock Exchange, the closing
sale price (or, if no closing sale price is reported, the last reported sale
price) as reported on that date in composite transactions for the principal
national securities exchange registered pursuant to Section 6(g) of the Act on
which the Units are listed, (iii) if the Units are not so listed on a national securities
exchange, the last quoted bid price for the Units on that date in the
over-the-counter market as reported by Pink Sheets LLC or a similar
organization, or (iv) if the Units are not so quoted by Pink Sheets LLC or a
similar organization, the average of the mid-point of the last bid and ask
prices for the Units on that date from a nationally recognized independent
investment banking firm selected b the General Partner for this purpose.


(q)           General Partner:  Blackstone Group Management
L.L.C., a Delaware limited liability company.


(r)            Option:  An option to purchase Units granted pursuant
to Section 6 of the Plan.


(s)           Option Price:  The purchase price per Unit of an Option, as
determined pursuant to Section 6(a) of the Plan.


(t)            Other Unit-Based
Awards:  Awards granted pursuant to
Section 8 of the Plan.


(u)           Partnership:  The Blackstone Group L.P., a Delaware limited
partnership.


 


2

















(v)           Participant:  A senior managing director, other employee,
consultant, director or other service provider of the Partnership or of any of
its Affiliates, including any director of the General Partner, who is selected
by the Administrator to participate in the Plan.


(w)          Performance-Based
Awards:  Certain Other Unit-Based Awards
granted pursuant to Section 8(b) of the Plan.


(x)            Person:  A “person”, as such term is used for purposes
of Section 13(d) or 14(d) of the Act (or any successor section thereto).


(y)           Plan:  The Blackstone Group L.P. 2007 Equity
Incentive Plan.


(z)            Units:  Common Units or Blackstone Holdings Partnership
Units which are issued or may be issued under the Plan.


(aa)         Unit Appreciation
Right:  A unit appreciation right
granted pursuant to Section 7 of the Plan.


3.                                      Units Subject to the Plan


Subject
to Section 9 hereof, the total number of Units which may be issued under the
Plan shall be 163,000,000, of which all or any portion may be issued as Common
Units or Blackstone Holdings Partnership Units. 
Notwithstanding the foregoing, the total number of Units subject to the
Plan shall be increased on the first day of each fiscal year
beginning in calendar year 2008 by a number of Units equal to the excess of (x)
15% of the aggregate number of Common Units and Blackstone Holdings Partnership
Units outstanding on the last day of the immediately preceding fiscal year
(excluding Blackstone Holdings Partnership Units held by the Partnership or its
wholly-owned subsidiaries) over (y) the aggregate number of Common Units and Blackstone
Holdings Partnership Units covered by the Plan, unless the Administrator should
decide to increase the number of Common Units and Blackstone Holdings
Partnership Units covered by the Plan by a lesser amount on any such date.  The issuance of Units or the
payment of cash upon the exercise of an Award or in consideration of the
cancellation or termination of an Award shall reduce the total number of Units
available under the Plan, as applicable. 
Units which are subject to Awards which terminate or lapse without the
payment of consideration may be granted again under the Plan.


4.                                      Administration


The Plan shall be
administered by the Board, which may delegate its duties and powers in whole or
in part to any committee or subcommittee thereof (the “Administrator”).  Additionally, the Administrator may delegate
the authority to grant Awards under the Plan to any employee or group of
employees of the Partnership or of any Affiliate of the Partnership; provided
that such delegation and grants are consistent with applicable law and
guidelines established by the Board from time to time.  Awards may, in the discretion of the
Administrator, be made under the Plan in assumption of, or in substitution for,
outstanding awards previously granted by the Partnership, any Affiliate of the Partnership
or any entity acquired by the Partnership or with which the Partnership
combines.  The number of Units underlying
such substitute awards shall be counted against the aggregate number of Units
available for Awards under the Plan.  The
Administrator is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or 


 


3

















desirable
for the administration of the Plan.  The
Administrator may correct any defect or supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent the Administrator
deems necessary or desirable.  Any
decision of the Administrator in the interpretation and administration of the
Plan, as described herein, shall lie within its sole and absolute discretion
and shall be final, conclusive and binding on all parties concerned (including,
but not limited to, Participants and their beneficiaries or successors).  The Administrator shall have the full power
and authority to establish the terms and conditions of any Award consistent
with the provisions of the Plan and to waive any such terms and conditions at
any time (including, without limitation, accelerating or waiving any vesting
conditions).  The Administrator shall
require payment of any amount it may determine to be necessary to withhold for
federal, state, local or other taxes as a result of the exercise, grant or
vesting of an Award.  Unless the
Administrator specifies otherwise, the Participant may elect to pay a portion
or all of such withholding taxes by (a) delivery in Units or
(b) having Units withheld by the Partnership from any Units that would
have otherwise been received by the Participant.


5.                                      Limitations


No Award may be granted
under the Plan after the tenth anniversary of the Effective Date, but Awards
theretofore granted may extend beyond that date.


6.                                      Terms and Conditions of Options


Options granted under the
Plan shall be non-qualified options for federal income tax purposes, and
shall be subject to the foregoing and the following terms and conditions and to
such other terms and conditions, not inconsistent therewith, as the
Administrator shall determine:


(a)           Option Price.  The Option Price per Unit shall be determined
by the Administrator.


(b)           Exercisability.  Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be
determined by the Administrator, but in no event shall an Option be exercisable
more than ten years after the date it is granted.


(c)           Exercise of
Options.  Except as otherwise
provided in the Plan or in an Award agreement, an Option may be exercised for
all, or from time to time any part, of the Units for which it is then
exercisable.  For purposes of Section 6
of the Plan, the exercise date of an Option shall be the later of the date a
notice of exercise is received by the Partnership and, if applicable, the date
payment is received by the Partnership pursuant to clauses (i), (ii), (iii) or
(iv) in the following sentence.  The
purchase price for the Units as to which an Option is exercised shall be paid
to the Partnership, and in the manner designated by the Administrator, pursuant
to one or more of the following methods: (i) in cash or its equivalent (e.g.,
by personal check), (ii) in Units having a Fair Market Value equal to the
aggregate Option Price for the Units being purchased and satisfying such other
requirements as may be imposed by the Administrator; provided  that
such Units have been held by the Participant for no less than six months (or
such other period as established from time to time by the Administrator in
order to avoid adverse accounting treatment applying generally accepted
accounting principles), (iii) partly in cash and partly in such Units, or
(iv) if there is a public market for the Units at such time, through the
delivery of irrevocable instructions to a broker to sell Units obtained upon
the exercise of the Option and to deliver promptly to the Partnership an amount
out of the proceeds of such Sale equal to the 


 


 


4

















aggregate
Option Price for the Units being purchased, or (v) to the extent permitted by
the Administrator, through net settlement in Units.  No Participant shall have any rights to distributions
or other rights of a holder with respect to Units subject to an Option until
the Participant has given written notice of exercise of the Option, paid in
full for such Units and, if applicable, has satisfied any other conditions
imposed by the Administrator pursuant to the Plan.


(d)           Attestation.  Wherever in this Plan or any agreement
evidencing an Award a Participant is permitted to pay the exercise price of an
Option or taxes relating to the exercise of an Option by delivering Units, the
Participant may, subject to procedures satisfactory to the Administrator,
satisfy such delivery requirement by presenting proof of beneficial ownership
of such Units, in which case the Partnership shall treat the Option as
exercised without further payment and/or shall withhold such number of Units
from the Units acquired by the exercise of the Option, as appropriate.


7.                                      Terms and Conditions of Unit Appreciation
Rights


(a)           Grants.  The Administrator may grant (i) a Unit
Appreciation Right independent of an Option or (ii) a Unit Appreciation
Right in connection with an Option, or a portion thereof.  A Unit Appreciation Right granted pursuant to
clause (ii) of the preceding sentence (A) may be granted at the time
the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same number of
Units covered by an Option (or such lesser number of Units as the Administrator
may determine) and (C) shall be subject to the same terms and conditions
as such Option except for such additional limitations as are contemplated by
this Section 7 (or such additional limitations as may be included in an Award
agreement).


(b)           Terms.  The exercise price per Unit of a Unit
Appreciation Right shall be an amount determined by the Administrator; provided,
however, that in the case of a Unit Appreciation Right granted in
conjunction with an Option, or a portion thereof, the exercise price may not be
less than the Option Price of the related Option.  Each Unit Appreciation Right granted
independent of an Option shall entitle a Participant upon exercise to an amount
equal to (i) the excess of (A) the Fair Market Value on the exercise
date of one Unit over (B) the exercise price per Unit, times (ii) the
number of Units covered by the Unit Appreciation Right.  Each Unit Appreciation Right granted in
conjunction with an Option, or a portion thereof, shall entitle a Participant
to surrender to the Partnership the unexercised Option, or any portion thereof,
and to receive from the Partnership in exchange therefore an amount equal to
(i) the excess of (A) the Fair Market Value on the exercise date of
one Unit over (B) the Option Price per Unit, times (ii) the number of
Units covered by the Option, or portion thereof, which is surrendered.  Payment shall be made in Units or in cash, or
partly in Units and partly in cash (any such Units valued at such Fair Market
Value), all as shall be determined by the Administrator.  Unit Appreciation Rights may be exercised
from time to time upon actual receipt by the Partnership of written notice of
exercise stating the number of Units with respect to which the Unit
Appreciation Right is being exercised. 
The date a notice of exercise is received by the Partnership shall be
the exercise date.  The Administrator, in
its sole discretion, may determine that no fractional Units will be issued in
payment for Unit Appreciation Rights, but instead cash will be paid for a
fraction or the number of Units will be rounded downward to the next whole Unit.


 


5

















(c)           Limitations.  The Administrator may impose, in its
discretion, such conditions upon the exercisability of Unit Appreciation Rights
as it may deem fit, but in no event shall a Unit Appreciation Right be
exercisable more than ten years after the date it is granted.


8.                                      Other Unit-Based Awards


                The Administrator, in its sole discretion, may grant
or sell Awards of Units, restricted Units, restricted Common Units,
deferred restricted Common Units, phantom restricted Common Units or other
Unit-Based awards based in whole or in part on the Fair Market Value of the
Common Units or Blackstone Holdings Partnership Units (“Other
Unit-Based Awards”).  Such Other
Unit-Based Awards shall be in such form, and dependent on such conditions, as
the Administrator shall determine, including, without limitation, the right to
receive, or vest with respect to, one or more Units (or the equivalent cash
value of such Units) upon the completion of a specified period of service, the
occurrence of an event and/or the attainment of performance objectives.  Other Unit-Based Awards may be granted alone
or in addition to any other Awards granted under the Plan.  Subject to the provisions of the Plan, the
Administrator shall determine to whom and when Other Unit-Based Awards will be
made, the number of Units to be awarded under (or otherwise related to) such
Other Unit-Based Awards; whether such Other Unit-Based Awards shall be settled
in cash, Units or a combination of cash and Units; and all other terms and
conditions of such Awards (including, without limitation, the vesting
provisions thereof and provisions ensuring that all Units so awarded and issued
shall be fully paid and non-assessable).


9.                                      Adjustments Upon Certain Events


Notwithstanding any other
provisions in the Plan to the contrary, the following provisions shall apply to
all Awards granted under the Plan:


(a)           Generally.  In the event of any change in the outstanding
Units after the Effective Date by reason of any Unit distribution or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination,
combination or transaction or exchange of Units or other corporate exchange, or
any distribution to holders of Units other than regular cash distributions or any
transaction similar to the foregoing, the Administrator in its sole discretion
and without liability to any person shall make such substitution or adjustment,
if any, as it deems to be equitable (subject to Section 17), as to (i) the
number or kind of Units or other securities issued or reserved for issuance
pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum number
of Units for which Options or Unit Appreciation Rights may be granted during a
calendar year to any Participant (iii)  the
maximum amount of a Performance-Based Award that may be granted during a
calendar year to any Participant, (iv) the Option Price or exercise price of
any unit appreciation right and/or (v) any other affected terms of such Awards.


(b)           Change in Control.
In the event of a Change in Control after the Effective Date, (i) if determined
by the Administrator in the applicable Award agreement or otherwise, any
outstanding Awards then held by Participants which are unexercisable or
otherwise unvested or subject to lapse restrictions shall automatically be
deemed exercisable or otherwise vested or no longer subject to lapse
restrictions, as the case may be, as of immediately prior to such Change of
Control and (ii) the Administrator may (subject to Section 17), but shall not
be obligated to, (A) accelerate, vest or cause the restrictions to lapse with
respect to all or any portion of an Award, (B) cancel such Awards for fair
value (as determined in the sole discretion of the Administrator) which, in the
case of Options and Unit Appreciation Rights, may equal the excess, if any, of 


 


6

















value
of the consideration to be paid in the Change in Control transaction to holders
of the same number of Units subject to such Options or Unit Appreciation Rights
(or, if no consideration is paid in any such transaction, the Fair Market Value
of the Units subject to such Options or Unit Appreciation Rights) over the
aggregate exercise price of such Options or Unit Appreciation Rights, (C)
provide for the issuance of substitute Awards that will substantially preserve
the otherwise applicable terms of any affected Awards previously granted
hereunder as determined by the Administrator in its sole discretion or (D)
provide that for a period of at least 15 days prior to the Change in Control,
such Options shall be exercisable as to all shares subject thereto and that
upon the occurrence of the Change in Control, such Options shall terminate and
be of no further force and effect.


10.                               No Right to Employment or Awards


The granting of an Award
under the Plan shall impose no obligation on the Partnership or any Affiliate
to continue the Employment of a Participant and shall not lessen or affect the Partnership’s
or Affiliate’s right to terminate the Employment of such Participant.  No Participant or other Person shall have any
claim to be granted any Award, and there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards.  The terms and conditions of Awards and the
Administrator’s determinations and interpretations with respect thereto need
not be the same with respect to each Participant (whether or not such
Participants are similarly situated).


11.                               Successors and Assigns


The Plan shall be binding on
all successors and assigns of the Partnership and a Participant, including
without limitation, the estate of such Participant and the executor,
administrator or trustee of such estate, or any receiver or trustee in
bankruptcy or representative of the Participant’s creditors.


12.                               Nontransferability of Awards


Unless otherwise determined or
approved by the Administrator, an Award shall not be transferable or assignable
by the Participant otherwise than by will or by the laws of descent and
distribution.  An Award exercisable after
the death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant.


13.                               Amendments or Termination


The Board may amend, alter
or discontinue the Plan, but no amendment, alteration or discontinuation shall
be made, without the consent of a Participant, if such action would diminish
any of the rights of the Participant under any Award theretofore granted to
such Participant under the Plan; provided, however, that the
Administrator may amend the Plan in such manner as it deems necessary to permit
the granting of Awards meeting the requirements of the Code or other applicable
laws (including, without limitation, to avoid adverse tax consequences to the Partnership
or to Participants).


Notwithstanding any
provision of the Plan to the contrary, in the event that the Administrator
determines that any amounts payable hereunder will be taxable to a Participant
under Section 409A of the Code and related Department of Treasury guidance
prior to payment to such Participant of such amount, the Partnership may (a)
adopt such amendments to the Plan 


 


7

















and
Awards and appropriate policies and procedures, including amendments and
policies with retroactive effect, that the Administrator determines necessary
or appropriate to preserve the intended tax treatment of the benefits provided
by the Plan and Awards hereunder and/or (b) take such other actions as the
Administrator determines necessary or appropriate to avoid the imposition of an
additional tax under Section  409A of the
Code.


14.                               International Participants


With respect to Participants
who reside or work outside the United States of America, the Administrator may,
in its sole discretion, amend the terms of the Plan or Awards with respect to
such Participants in order to conform such terms with the requirements of local
law or to obtain more favorable tax or other treatment for a Participant, the Partnership
or an Affiliate.


15.                               Choice of Law


The Plan shall be governed
by and construed in accordance with the law of the State of New York.


16.                               Effectiveness of the Plan


The Plan shall be effective
as of the Effective Date.


17.               Section
409A


To
the extent applicable, this Plan and Awards issued hereunder shall be interpreted
in accordance with Section 409A of the Code and Department of Treasury
regulations and other interpretative guidance issued thereunder, including
without limitation any such regulations or other guidance that may be issued
after the Effective Date.  
Notwithstanding other provisions of the Plan or any Award agreements
thereunder, no Award shall be granted, deferred, accelerated, extended, paid
out or modified under this Plan in a manner that would result in the imposition
of an additional tax under Section 409A of the Code upon a Participant.  In the event that it is reasonably determined
by the Administrator that, as a result of Section 409A of the Code, payments in
respect of any Award under the Plan may not be made at the time contemplated by
the terms of the Plan or the relevant Award agreement, as the case may be,
without causing the Participant holding such Award to be subject to taxation
under Section 409A of the Code, the  Partnership
may take whatever actions the Administrator determines necessary or appropriate
to comply with, or exempt the Plan and Award agreement from the requirements of
Section 409A of the Code and related Department of Treasury guidance and other
interpretive materials as may be issued after the Effective Date, which action
may include, but is not limited to, delaying payment to a Participant who is a “specified
employee” within the meaning of Section 409A of the Code until the first day
following the six-month period beginning on the date of the Participant’s
termination of Employment.  The Partnership shall use commercially
reasonable efforts to implement the provisions of this Section 17 in good
faith; provided that neither the Partnership, the Administrator nor any
employee, director or representative of the Partnership or of any of its
Affiliates shall have any liability to Participants with respect to this
Section 17.


 


8