Exhibit 10.11


 


FORM OF FOUNDING MEMBER AGREEMENT


 


Peter G. Peterson


 


This
Founding Member Agreement, dated as of June     ,
2007 (as amended, supplemented, waived or otherwise modified from time to time
in accordance with its terms, the “Founding Member Agreement”), by and
among Blackstone Holdings I L.P. (collectively with its affiliates, “Blackstone”)
and Peter G. Peterson (“Founding Member”).


 


1.             Title; Reporting; Key Responsibilities.


 


(a)           Founding Member will be engaged as a Founding Member of Blackstone. Founding
Member will serve as the Senior Chairman of Blackstone and his key
responsibilities will include participating on Blackstone’s Management and
Executive Committees on a regular basis. The business of Blackstone will be
Founding Member’s principal business pursuit and Founding Member agrees to
devote such time and attention to the business of Blackstone in a diligent
manner as may be reasonably requested by the firm.


 


(b)           Founding Member shall be permitted to engage in non-profit activities
(including setting up one or more foundations) and make investments and take
any role (other than those prohibited under the Blackstone Compliance Policies
described below) in private equity transactions outside of Blackstone, so long
as no one transaction or series of related transactions individually exceeds
$350 million in total enterprise value, although Founding Member may invest in
larger buyouts as a limited partner. If requested, Blackstone shall take
reasonable steps to work cooperatively with Founding Member on seeking or
making such investments.


 


2.             Distributions; Governing Agreements;
Non-Competition.


 


(a)           Founding Member will be paid such distributions and benefits as may be
determined by Blackstone from time to time.


 


(b)           Founding Member acknowledges and agrees that Founding Member is subject
to all applicable provisions of the Blackstone compliance policies, including
the  Compliance Policies and Procedures Manual, Investment Adviser
Compliance Policies and Procedures and its related supplements, and USA Patriot Act Anti-Money Laundering
Policies, as well as Blackstone’s Code
of Conduct and the Employee
Handbook and Business
Continuity Plan (or in the case of UK-based Founding Members, the U.K.
AML Manual and U.K. Compliance Manual) (collectively, the “Blackstone
Compliance Policies”).


 


(c)           Founding Member acknowledges that he has executed the Non-Competition
and Non-Solicitation Agreement, attached hereto as Schedule A (the “Non-Competition
Agreement”) and agrees that the terms thereof are incorporated herein by
reference.


 


(d)           Founding Member agrees to comply with the confidentiality restrictions
set forth in the Non-Competition Agreement.


 


3.             Retirement.


 


(a)           Founding Member agrees to provide Blackstone with written notice of
Founding Member’s intention to terminate his service with Blackstone at least
90 days prior to the date of such termination (the “Notice Period”). Written
notice pursuant to this Section 3(a) shall be provided to either


 


1

















 


the
other Founding Member or, if there is no other Founding Member, to either of
the Chief Operating Officer or the Chief Legal Officer of Blackstone. During
the Notice Period, Founding Member shall perform his full duties as Founding
Member and in the other positions he holds at Blackstone.


 


(b)           Founding Member’s Notice Period pursuant to Section 3(a) shall commence
no later than June 30, 2008 and Founding Member shall retire from Blackstone no
later than December 31, 2008. Upon retirement, Founding Member will resign as
Senior Chairman. For the period commencing on Founding Member’s retirement date
and continuing through the date of Founding Member’s death, Founding Member
will retain the title of Chairman Emeritus and Co-Founder. Founding Member’s “Retirement
Period” shall commence on the date of his retirement and shall continue
until the earlier of the tenth anniversary of such retirement date or the date
of Founding Member’s death. Following Founding Member’s retirement, Founding
Member shall be provided with the following retirement benefits:


 


(i)            From the date of Founding Member’s retirement
until the third anniversary thereof, Founding Member shall retain his current
office and shall be provided with a car and driver. Commencing on the third
anniversary of Founding Member’s retirement date and continuing until the end
of the Retirement Period, Blackstone will provide Founding Member with an
appropriate office of its choosing if Founding Member shall so request. Founding
Member shall be provided an assistant during the Retirement Period who shall
work wherever Founding Member chooses to work. However, Founding Member will
relinquish his rights to an office at Blackstone if he chooses to work at
another office full-time. Founding Member shall continue to have reasonable use
of and access to Blackstone word processing, document production and research
facilities during the Retirement Period for assistance on his speeches, books
and other projects, although Blackstone shall have no obligations to add
incremental staff, resources or capabilities to accommodate such requests for
assistance.


 


(ii)           Founding Member shall continue to receive
health benefits until his death, subject to his continuing payment of the
related health insurance premiums consistent with current policies, and on
terms no less favorable than with respect to any other Founding Member of
Blackstone or, if there is no other Founding Member, then on terms that are no
less favorable than those provided to other senior executives of Blackstone.


 


(iii)          Except as expressly provided under this
Founding Member Agreement, Founding Member acknowledges and agrees that he
shall not be entitled to any other retirement (including trailers) or
disability payments following the date of his retirement.


 


(c)           Before and during the Retirement Period, Founding Member and/or the
foundations that he establishes shall continue to be entitled to invest in
funds of hedge funds sponsored by Blackstone Alternative Asset Management L.P.
(“BAAM”) (or other current or new Blackstone-affiliated funds) on
substantially the same favorable basis as he has in the past. With respect to
BAAM, Founding Member shall not be required to pay fees associated with such
investments on his capital and/or capital he donated to such foundations. However,
if Founding Member desires to increase his or his foundations’ commitments to
BAAM, Blackstone shall not be obligated to accept such increased capital if the
net effect (in Blackstone’s fair and reasonable determination) would be to
crowd out fee-paying third party investors or the firm itself. In that
connection, Founding Member acknowledges that Blackstone has advised him that
the latter condition exists as of the date of this Founding Member Agreement,
which would mean that if any increase in Founding Member’s or his foundations’
commitments to BAAM were made at the present time, such increased commitments
would be subject to the same fee-paying obligations as third party investors. Founding
Member shall also have the same access to other Blackstone funds during the
Retirement Period on a basis generally consistent with that of other partners. If
any of such funds have provisions which limit the amount of Blackstone’s
available co-investment or


 


2

















 


the
amount of investment not subject to fees, Founding Member’s investment in such
funds shall be treated in similar manner to that of other internal partners. Founding
Member understands that he shall not be entitled to make any new side-by-side
investments (although he may retain interests in side-by-side investments made
prior to retirement) after his retirement, including during the Retirement
Period.


 


(d)           Until the expiration of all transfer restrictions applicable to any
limited partner interests or units Founding Member may hold of Blackstone
Holdings (as defined in the Non-Competition Agreement) or The Blackstone Group
L.P., respectively (collectively the “Units”), Founding Member agrees
(on behalf of himself and any and all estate planning vehicles, partnerships or
other legal entities controlled by or affiliated with Founding Member (“Affiliated
Vehicles”)) that all Units held by Founding Member and all such Affiliated
Vehicles will only be held in an account at Blackstone’s equity plan
administrator or otherwise administered by such administrator.


 


4.             Successors and Assigns. This Founding Member Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective predecessors, successors, assigns, heirs, executors, administrators
and personal representatives, and each of them, whether so expressed or not,
and to the extent provided herein, the affiliates of the parties and Blackstone.
This Founding Member Agreement is not assignable by Founding Member without the
prior written consent of Blackstone, and any attempted assignment of this
Founding Member Agreement, without such prior written consent, shall be void.


 


5.             Headings. The section headings in this Founding Member Agreement are for
convenience of reference only and shall in no event affect the meaning or
interpretation of this Founding Member Agreement.


 


6.             Modification or Waiver in Writing. This Founding Member Agreement may not be
modified or amended except by a writing signed by each of the parties hereto. No
waiver of this Founding Member Agreement or of any promises, obligations or
conditions contained herein shall be valid unless in writing and signed by the
party against whom such waiver is to be enforced. No delay on the part of any
person in exercising any right, remedy or power hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any person of any such
right, remedy or power, nor any single or partial exercise of any such right,
remedy or power, preclude any further exercise thereof or the exercise of any
other right, remedy or power.


 


7.             Governing Law. This Founding Member Agreement shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed entirely within such State.


 


8.             Counterparts. This Founding Member Agreement may be
executed in any number of counterparts, each of which shall be an original and
all of which shall constitute one and the same instrument.


 


9.             Section 409A. In the event that it is reasonably determined
by Blackstone that, as a result of the deferred compensation tax rules under
Section 409A of the Internal Revenue Code of 1986, as amended (and any related
regulations or other pronouncements thereunder) (the “Deferred Compensation
Tax Rules”), any of the payments and benefits that Founding Member is
entitled to under the terms of this Founding Member Agreement or otherwise may
not be made at the time contemplated by the terms hereof or thereof, as the
case may be, without causing Founding Member to be subject to tax under the
Deferred Compensation Tax Rules, Blackstone shall, in lieu of providing such
payment or benefit when otherwise due under this Agreement, instead provide
such payment or benefit on the first day on which such provision would not
result in Founding Member incurring any tax liability under the Deferred


 


3

















 


Compensation
Tax Rules; which day, if Founding Member is a “specified employee” within the
meaning of the Deferred Compensation Tax Rules, shall be the first day
following the six-month period beginning on the date of Founding Member’s
separation from service. In addition, in the event that any payments or
benefits that Blackstone would otherwise be required to provide under this Founding
Member Agreement cannot be provided in the manner contemplated herein without
subjecting Founding Member to tax under the Deferred Compensation Tax Rules,
Blackstone shall provide such intended payments or benefits to Founding Member
in an alternative manner that conveys an equivalent economic benefit to
Founding Member as soon as practicable as may otherwise be permitted under the
Deferred Compensation Tax Rules. For purposes of the Deferred Compensation Tax
Rules, each payment made under this Agreement shall be designated as a “separate
payment” within the meaning of the Deferred Compensation Tax Rules.


 


10.           Blackstone Partnership Agreement. This Founding Member Agreement shall be
treated as part of the Blackstone Partnership Agreement for purposes of Section
761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the
Treasury Regulations.


 


*              *              *


 


4

















 


WHEREOF,
the parties hereto have duly executed this Founding Member Agreement as of the
date first above written.


 


	
   

  	
  BLACKSTONE
  HOLDINGS I L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Blackstone
  Holdings I/II GP Inc., its general

  
	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  FOUNDING
  MEMBER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Peter G.
  Peterson

  	
   

  	
   

  
				



 

















 


Schedule A


 


Founding Member
Non-Competition and Non-Solicitation Agreement


 


This Founding Member Non-Competition and Non-Solicitation Agreement,
dated as of June     , 2007 (the “Non-Competition
Agreement”), between Blackstone Holdings I L.P., a Delaware limited
partnership, Blackstone Holdings II L.P., a Delaware limited partnership,
Blackstone Holdings III L.P., a Delaware limited partnership, Blackstone
Holdings IV L.P., a société en commandite
formed under the laws of the Province of Québec, and Blackstone Holdings V
L.P., a société en commandite formed under the
laws of the Province of Québec (collectively, “Blackstone Holdings” and,
together with its subsidiaries and affiliated entities, “Blackstone”),
and Peter G. Peterson (“Founding Member”).


 


WHEREAS,


 


(a)           The Blackstone Group L.P., a Delaware limited partnership (the “Public
Issuer”) is effecting an initial public offering (the “IPO”) of its
common units representing limited partner interests pursuant to a Registration
Statement on Form S-1 (Registration No. 333-141504) filed with the U.S.
Securities and Exchange Commission (the “Registration Statement”);


 


(b)           As a condition precedent to the IPO, Founding Member and the other
existing owners of the entities comprising Blackstone Group (as such term is
defined in the Registration Statement) will effect sales and contributions
constituting the Reorganization (as such term is defined in the Registration
Statement and, together with the IPO, the “Transaction”);


 


(c)           Founding Member acknowledges and agrees that the limited partner
interests in the Blackstone Holdings partnerships and other consideration that
Founding Member will receive in connection with and as a result of the
Transaction will materially benefit Founding Member;


 


(d)           As part of the Transaction, the Public Issuer (and accordingly the
public investors in the IPO), will acquire an equity interest in Blackstone
Holdings;


 


(e)           Founding Member acknowledges and agrees that it is essential to the
success of the Transaction, and Blackstone in the future, that the limited
partner interests in Blackstone Holdings that are being issued in connection
with the Transaction be protected by non-competition and non-solicitation
agreements that will be entered into by Founding Member and other existing
owners of Blackstone Group;


 


(f)            Founding Member acknowledges and agrees that
Blackstone would suffer significant and irreparable harm from Founding Member
competing with Blackstone for a period of time after the IPO or after the
termination of Founding Member’s service with Blackstone;


 


(g)           Founding Member acknowledges and agrees that in connection with the
Transaction, and in the course of Founding Member’s service with Blackstone,
Founding Member has been and will be provided with Confidential Information (as
hereinafter defined) of Blackstone, and has been and will be provided with the
opportunity to develop relationships with investors and clients, prospective
investors and clients, employees and other agents of Blackstone, and Founding
Member further acknowledges that such Confidential Information and
relationships are extremely valuable assets in which Blackstone has invested
and will continue to invest substantial time, effort and expense and which
represent a significant component of the value of the Transaction; and


 


A-1

















 


(h)           It is a condition precedent to Founding Member participating in the
Transaction that Founding Member agrees to be bound by the covenants contained
herein (collectively, the “Restrictive Covenants”).


 


NOW, THEREFORE, for good and
valuable consideration, Founding Member and Blackstone hereby covenant and
agree to the following restrictions which Founding Member acknowledges and
agrees are reasonable and necessary to protect the legitimate business
interests of Blackstone and for the other owners of Blackstone to have and
enjoy the full benefit of the business interests acquired in connection with
the Transaction and which will not unnecessarily or unreasonably restrict
Founding Member’s professional opportunities should his or her service with
Blackstone terminate.


 


I.              Non-Competition
and Non-Solicitation Covenants


 


A.            Non-Competition. Founding Member shall not, directly or
indirectly, during Founding Member’s service with Blackstone, and for a period
ending on the later of four years following the date of the IPO, or two years
following the termination by of Founding Member’s service pursuant to Section 3
of the Founding Member Agreement, associate (including but not limited to
association as a sole proprietor, owner, employer, principal, investor, joint
venturer, shareholder, associate, employee, member, consultant, contractor or
otherwise) with any Competitive Business or any of the affiliates, related
entities, successors or assigns of any Competitive Business; provided  however that
with respect to the equity of any Competitive Business which is or becomes
publicly traded, Founding Member’s ownership as a passive investor of less than
3% of the outstanding publicly traded stock of a Competitive Business shall not
be deemed a violation of this Non-Competition Agreement. For purposes of this
Non-Competition Agreement, “Competitive Business” means any business, in
any geographical or market area where Blackstone conducts business or provides
products or services, that competes with the business of Blackstone, including
any business in which Blackstone engaged during the term of Founding Member’s
service and any business that Blackstone was actively considering conducting at
the time of Founding Member’s termination of service and of which Founding
Member has, or reasonably should have, knowledge, but excluding the activities
outlined in Section 1(b) of the Founding Member Agreement.


 


B.            Non-Solicitation of Clients/Investors. Founding Member shall not, directly or
indirectly, during Founding Member’s service with Blackstone, and for a period
ending on the later of four years following the date of the IPO, or two years
following the termination of Founding Member’s service pursuant to Section 3 of
the Founding Member Agreement, (a) solicit, or assist any other individual,
person, firm or other entity in soliciting, the business of any Client or
Prospective Client for or on behalf of an existing or prospective Competitive
Business; (b) perform, provide or assist any other individual, person, firm or
other entity in performing or providing, services similar to those provided by
Blackstone, for any Client or Prospective Client; or (c) impede or otherwise
interfere with or damage (or attempt to impede or otherwise interfere with or
damage) any business relationship and/or agreement between Blackstone and (i) a
Client or Prospective Client or (ii) any supplier.


 


1.             For purposes of this Non-Competition
Agreement, “Client” means any person, firm, corporation or other organization
whatsoever for whom Blackstone provided services (including without limitation
any investor in any Blackstone fund, any client of any Blackstone business
group or any other person for whom Blackstone renders any service) during the
three-year period immediately preceding Founding Member’s termination of
service. “Prospective Client” shall mean any person, firm, corporation or other
organization whatsoever with whom Blackstone has had any negotiations or
discussions regarding the possible engagement of business or the performance of
business services within the eighteen months preceding Founding Member’s
termination of service with Blackstone.


 


A-2

















 


2.             For purposes of this Section I.B., “solicit”
means to have any direct or indirect communication of any kind whatsoever,
regardless of by whom initiated, inviting, advising, encouraging or requesting
any individual, person, firm or other entity, in any manner, to take or refrain
from taking any action.


 


C.            Non-Solicitation of Employees/Consultants. Founding Member shall not, directly or
indirectly, during Founding Member’s service with Blackstone, and for a period
ending on the later of four years following the date of the IPO, or two years
following the termination of Founding Member’s service pursuant to Section 3 of
the Founding Member Agreement (such period, the “Restricted Period”),
solicit, employ, engage or retain, or assist any other individual, person, firm
or other entity in soliciting, employing, engaging or retaining, (i) any
employee or other agent of Blackstone, including without limitation any former
employee or other agent of Blackstone who ceased working for Blackstone within
the twelve-month period immediately preceding or following the date on which
Founding Member’s service with Blackstone terminated, or (ii) any consultant or
senior adviser that is under contract with Blackstone. For purposes of this
Section I.C., “solicit” means to have 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 terminate
their employment or business relationship with Blackstone, or recommending or
suggesting (including by identifying a person or entity to a third party) that
a third party take any of the foregoing actions. Notwithstanding the foregoing,
Founding Member may solicit and employ the driver and any of the administrative
assistants who are working for him on the termination of his service with
Blackstone.


 


II.            Confidentiality


 


A.            Founding Member expressly agrees, at all
times, during and subsequent to Founding Member’s service with Blackstone, to
maintain the confidentiality of, and not to disclose to or discuss with, any
person any Confidential Information (as hereinafter defined), except (i) to the
extent reasonably necessary or appropriate to perform Founding Member’s duties
and responsibilities as a Founding Member including without limitation
furthering the interests of Blackstone and/or developing new business for
Blackstone (provided that Confidential Information
relating to (x) personnel matters related to any present or former employee,
partner or member of Blackstone (including Founding Member himself), including
compensation and investment arrangements, or (y) the financial structure,
financial position or financial results of the Blackstone Entities, shall not
be so used without the prior consent of Blackstone), (ii) with the prior
written consent of Blackstone, or (iii) as otherwise required by law,
regulation or legal process or by any regulatory or self-regulatory
organization having jurisdiction, and except that only the terms of the
restrictions set forth in Section I hereof should be disclosed to Founding
Member’s prospective future employers upon request in connection with Founding
Member’s application for employment.


 


B.            For purposes of this Non-Competition
Agreement, “Confidential Information” means information concerning the
business, affairs, operations, strategies, policies, procedures, organizational
and personnel matters related to any present or former employee, partner or
member of Blackstone (including Founding Member himself), including
compensation and investment arrangements, terms of agreements, financial
structure, financial position, financial results or other financial affairs,
actual or proposed transactions or investments, investment results, existing or
prospective clients or investors, computer programs or other confidential
information related to the business of Blackstone or to its members, actual or
prospective clients or investors (including funds managed by affiliates of
Blackstone), their respective portfolio companies or other third parties. Such
information may have been or may be provided in written or electronic form or
orally. All of such information, from whatever source learned or obtained and
regardless of Blackstone’s connection to the information, is referred to herein
as “Confidential Information.” 
Confidential Information excludes information that has been made
generally


 


A-3

















 


available to the public (although it does include any confidential
information received by Blackstone from any clients), but information that when
viewed in isolation may be publicly known or can be accessed by a member of the
public will still constitute Confidential Information for these purposes if
such information has become proprietary to Blackstone through Blackstone’s
aggregation or interpretation of such information. Without limiting the
foregoing, Confidential Information includes any information, whether public or
not, which (1) represents, or is aggregated in such a way as to represent, or
purport to represent, all or any portion of the investment results of, or any
other information about the investment “track record” of, (a) Blackstone, (b) a
business group of Blackstone, (c) one or more funds managed by Blackstone, or
(d) any individual or group of individuals during their time at Blackstone, or
(2) describes an individual’s role in achieving or contributing to any such
investment results.


 


III.           Non-Disparagement


 


Founding Member agrees that, during and at any time
after Founding Member’s service with Blackstone, Founding Member will not,
directly or indirectly, through any agent or affiliate, make any disparaging
comments or criticisms (whether of a professional or personal nature) to any
individual or other third party (including without limitation any present or
former member, partner or employee of Blackstone) or entity regarding
Blackstone (or the terms of any agreement or arrangement of any Blackstone
entity) or any of their respective affiliates, members, partners or employees,
or regarding Founding Member’s relationship with Blackstone or the termination
of such relationship which, in each case, are reasonably expected to result in
material damage to the business or reputation of Blackstone or any of its
affiliates, members, partners or employees.


 


IV.           Remedies


 


A.            Injunctive Relief. Founding Member acknowledges and agrees that
Blackstone’s remedy at law for any breach of the Restrictive Covenants would be
inadequate and that for any breach of such covenants, Blackstone shall, in
addition to other remedies as may be available to it at law or in equity, or as
provided for in this Non-Competition Agreement, be entitled to an injunction,
restraining order or other equitable relief, without the necessity of posting a
bond, restraining Founding Member from committing or continuing to commit any
violation of such covenants. Founding Member agrees that proof shall not be
required that monetary damages for breach of the provisions of this
Non-Competition Agreement would be difficult to calculate and that remedies at
law would be inadequate.


 


B.            Forfeiture. In the event of any material breach of this Non-Competition
Agreement, the Founding Member Agreement or any limited liability company
agreement, partnership agreement or other governing document of Blackstone to
which Founding Member is a party and which was provided to Founding Member at
the time of the execution of this Non-Competition Agreement or which is
subsequently executed by Founding Member after the date hereof, (i) Founding
Member shall no longer be entitled to receive payment of any amounts that would
otherwise be payable to Founding Member following Founding Member’s withdrawal
as a Founding Member, Member or Partner, as the case may be, of Blackstone
(including, without limitation, return of Founding Member’s capital
contributions), (ii) all of Founding Member’s remaining Founding Member,
Member, Partner or other interests (including carried interests) in Blackstone
(whether vested or unvested and whether delivered or not yet delivered) shall
immediately terminate and be null and void, and all of the securities of Blackstone
Holdings or the Public Issuer (whether vested or unvested and whether delivered
or not yet delivered) held by Founding Member or Founding Member’s personal
planning vehicle(s) shall be forfeited, (iii) no further such interests or
securities will be awarded to Founding Member, and (iv) all unrealized gains
(by investment) related to Founding Member’s side by side investments will be
forfeited; provided, however, that the following provisions shall govern any
forfeiture pursuant to this Section IV.B: (a) if Blackstone’s Management
Committee has decided that a material breach has occurred, it shall give
Founding Member


 


A-4

















 


written notice of the nature of the breach and Founding Member shall
have 60 days to cure the breach; (b) if after such 60-day period such material
breach has not been cured and the Management Committee determines that a
forfeiture is appropriate, it shall give Founding Member written notice of the
measure of forfeiture which it has concluded, in its fair and reasonable
judgment, is appropriate taking into account the nature of the breach and its
potential consequences to Blackstone; (c) if Founding Member, directly or
indirectly, hires any employee of Blackstone in violation of Section I.C above,
such action will be deemed to be a material breach; (d) if Founding Member
should engage in a willful material breach of this Non-Competition Agreement,
after the Management Committee has taken into account the potential
consequences to Blackstone of such breach in determining the measure of
forfeiture, the amount so determined shall be increased by up to 100% (i.e., up to double the original amount) to serve as a
penalty for such willful breach; and (e) if Founding Member disputes whether
the demanded forfeiture satisfies the foregoing test, he may submit the matter
to arbitration in accordance with Section VII, in which event the forfeiture
shall await the outcome of the arbitration proceedings; provided, further, that
all decisions made by Blackstone’s Management Committee pursuant to this
Section IV.B shall be made by a majority vote (excluding Founding Member for
such purposes if Founding Member remains a member of such committee). If
Blackstone’s Management Committee has been disbanded at the time of any action
referred to in this Section IV.B, any determination required by Blackstone’s
Management Committee shall instead be determined by a majority of the members
of the Board of Directors of the Public Issuer (excluding Founding Member for
such purposes if Founding Member is a member of the Board of Directors of the
Public Issuer).


 


V.            Amendment;
Waiver


 


A.            This Non-Competition Agreement may not be
modified, other than by a written agreement executed by Founding Member and
Blackstone, nor may any provision hereof be waived other than by a writing
executed by Blackstone.


 


B.            The waiver by Blackstone of any particular
default by Founding Member or any employee of Blackstone, shall not affect or
impair the rights of Blackstone with respect to any subsequent default of the
same or of a different kind by Founding Member or any employee of Blackstone;
nor shall any delay or omission by Blackstone to exercise any right arising
from any default by Founding Member affect or impair any rights that Blackstone
may have with respect to the same or any future default by Founding Member or
any employee of Blackstone.


 


VI.           Governing
Law


 


This Non-Competition Agreement and the rights and
duties hereunder shall be governed by and construed and enforced in accordance
with the laws of the State of New York.


 


VII.         Resolution
of Disputes; Submission to Jurisdiction; Waiver of Jury Trial


 


Any and all disputes which cannot be settled
amicably, including any ancillary claims of any party, arising out of, relating
to or in connection with the validity, negotiation, execution, interpretation,
performance or non-performance of this Non-Competition Agreement (including the
validity, scope and enforceability of this arbitration provision) or otherwise
relating to Blackstone (including, without limitation, any claim of
discrimination in connection with Founding Member’s tenure as a Founding
Member, Partner or Member of Blackstone or any aspect of any relationship
between Founding Member and Blackstone or of any aspect of any relationship
between Founding Member and Blackstone) shall be finally settled by arbitration
conducted by a single arbitrator in New York in accordance with the then-existing
Rules of Arbitration of the International Chamber of Commerce. If the parties
to the dispute fail to agree on the selection of an arbitrator within thirty
days of the receipt of the request for arbitration,


 


A-5

















 


the International Chamber of Commerce shall make the appointment. The
arbitrator shall be a lawyer and shall conduct the proceedings in the English
language. Performance under this Non-Competition Agreement shall continue if
reasonably possible during any arbitration proceedings.


 


A.            Notwithstanding the provisions of this
Section VII, Blackstone may bring an action or special proceeding in any court
of competent jurisdiction for the purpose of compelling a party to arbitrate,
seeking temporary or preliminary relief in aid of an arbitration hereunder
and/or enforcing an arbitration award and, for the purposes of this Section
VII.A, Founding Member (i) expressly consents to the application of this
Section to any such action or proceeding, (ii) agrees that proof shall not be
required that monetary damages for breach of the provisions of this Non-Competition
Agreement would be difficult to calculate and that remedies at law would be
inadequate, and (iii) irrevocably appoints the Chief Legal Officer of
Blackstone as Founding Member’s agent for service of process in connection with
any such action or proceeding and agrees that service of process upon such
agent, who shall promptly advise Founding Member of any such service of
process, shall be deemed in every respect effective service of process upon
Founding Member in any such action or proceeding.


 


B.            FOUNDING MEMBER HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY
JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF SECTION VII.A,
OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED
ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS NON-COMPETITION
AGREEMENT. Such ancillary judicial proceedings include any suit, action or
proceeding to compel arbitration, to obtain temporary or preliminary judicial relief
in aid of arbitration or to confirm an arbitration award. The parties
acknowledge that the forum designated by this Section VII.B will have a
reasonable relation to this Non-Competition Agreement, and to the parties’
relationship with one another.


 


C.            Founding Member hereby waives, to the fullest
extent permitted by applicable law, any objection which Founding Member now or
hereafter may have to personal jurisdiction or to the laying of venue of any
such ancillary suit, action or proceeding brought in any court referred to in
Sections VII.A and VII.B and agrees not to plead or claim the same.


 


D.            Founding Member hereby agrees that Founding
Member shall not, nor shall Founding Member allow anyone acting on Founding
Member’s behalf to, subpoena or otherwise seek to gain access to any financial
statements or other financial information relating to Blackstone which
constitutes Confidential Information, or any of their respective members or
partners, except as specifically permitted by the terms of this Non-Competition
Agreement or by the provisions of any limited liability company agreement,
partnership agreement or other governing document of Blackstone to which
Founding Member is a party.


 


VIII.        Severability


 


If any provision of this Non-Competition Agreement
shall be held or deemed to be invalid, illegal or unenforceable in any
jurisdiction for any reason, the invalidity of that provision shall not have
the effect of rendering the provision in question unenforceable in any other
jurisdiction or in any other case or of rendering any other provisions herein
unenforceable, but the invalid provision shall be substituted with a valid
provision which most closely approximates the intent and the economic effect of
the invalid provision and which would be enforceable to the maximum extent
permitted in such jurisdiction or in such case.


 


A-6

















 


WHEREOF, the parties hereto have duly executed this
Founding Member Non-Competition and Non-Solicitation Agreement as of the date
first above written.


 


	
   

  	
  BLACKSTONE HOLDINGS I L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Blackstone Holdings I/II GP Inc., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE HOLDINGS II L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Blackstone Holdings I/II GP Inc., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE HOLDINGS III L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Blackstone Holdings III GP L.L.C., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE HOLDINGS IV L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Blackstone Holdings IV GP L.P., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Blackstone Holdings IV GP Management L.L.C., its

  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKSTONE HOLDINGS V L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Blackstone Holdings V GP L.P., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Blackstone Holdings V GP Management (Delaware)

  L.P., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Blackstone Holdings V GP Management L.L.C., its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Agreed and accepted as of the date

  	
   

  	
   

  
	
  first above written:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Peter G. Peterson