EFTA01359090.pdf

forfeiture pursuant to Sections 12c and 12d), 1/3 of such Departed Non-Managing Member's remaining Capital Account balance shall be distributed on the next Distribution Date to such Departed Non-Managing Member; (2) At the end of the second year after such Departed Non-Managing Member's has a Capital Account balance of $5 million or less (after taking into account any forfeiture pursuant to Sections 12c and 12d), 50% of such Departed Non-Managing Member's remaining Capital Account balance shall be distributed on the next Distribution Date to such Departed Non-Managing Member; and (3) At the end of the third year after such Departed Non-Managing Member's has a Capital Account balance of $5 million or less (after taking into account any forfeiture pursuant to Sections 12c and 12d), 100% of such Departed Non-Managing Member's remaining Capital Account balance shall be distributed on the next Distribution Date to such Departed Non-Managing Member. 12. Vesting; Forfeiture. a. 'Death. Permanent Disability, Termination by Firm Without Cause. Upon a Non-Managing Member's death, Permanent Disability or termination by the Firm without Cause, such Departed Non-Managing Member or such Departed Non-Managing Member's estate or successor shall vest with respect to all amounts previously allocated to such Non-Managing Member's Capital Account (including allocations during the prior two calendar years). b. Termination by Firm With Cause. A Departed Non-Managing Member that is tenninated for Cause shall forfeit its Capital Account. DOC ID- 25061468.12 53 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0047096 CONFIDENTIAL SDNY_GM_00193280 EFTA01359090