Common use of Payments and Other Consideration Clause in Contracts

Payments and Other Consideration. If Ashburn (a) executes this Agreement within 53 calendar days following the Termination Date and does not revoke it during the revocation period described in Section 10 hereof (the date on which such revocation period expires, the “Release Effective Date”) and (b) continues to comply with the terms and conditions of this Agreement, then the Company will make the following payments to Ashburn (the “Payments”): (i) An amount in cash equal to $400,000, payable in substantially equal installments pursuant to the Company’s standard pay periods and practices, commencing on the Company’s first regularly scheduled payroll date following the Release Effective Date and ending on the first regularly scheduled payroll date following the first anniversary of the Termination Date; (ii) A lump sum cash payment equal to $220,000, payable on the first payroll date following the sixtieth (60th) day following the Termination Date; (iii) $7,921, in full satisfaction of any rights Ashburn has or has had to the grant of performance-based restricted stock units made to him on February 28, 2012, payable on the date on which the first payment in Section 2(i) is made; and (iv) If Ashburn elects continuation coverage under the Company’s medical plan pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), the Company will reimburse Ashburn for his COBRA payments until the earlier of (x) his eligibility for any such coverage under another employer’s or any other medical plan or (y) the date that is twelve (12) months following the Termination Date. The Company will make any such reimbursement within thirty (30) days following receipt of evidence from Ashburn of the payment of the COBRA premium, which evidence shall be provided by Ashburn within thirty (30) days of his payment of such COBRA premium; provided, however, that any amounts due during the 60-day period following the Termination Date shall not be paid during such 60-day period but instead shall be paid on the first regularly scheduled payroll date after such 60-day period. Ashburn agrees that the period of coverage under such plan shall count against such plan’s obligation to provide continuation coverage pursuant to COBRA.

Payments and Other Consideration. If Ashburn As good consideration for Employee’s execution, delivery and non-revocation of this Agreement: a. Employee will receive a bonus of $125,000 less withholdings and deductions for services rendered in 2013 payable on the later of her last day of employment or March 31, 2014. b. Employee will receive continuation of Employee’s base salary of $250,000 gross in regular and equal installments as severance for nine months (athe “Severance Payment”) executes this Agreement within 53 calendar days commencing on the next regularly scheduled pay date following the Termination Date eighth day after Employee signs, returns and does not revoke it during the revocation period described in Section 10 hereof (the date on which such revocation period expires, the “Release Effective Date”) and (b) continues to comply with the terms and conditions of this Agreement, then the Company will make the following payments to Ashburn Agreement (the “PaymentsSeverance Period”):). c. Employee will receive an additional lump sum payment of (i) An amount in cash equal to $400,000, payable in substantially equal installments pursuant to the Company’s standard pay periods and practices, commencing on the Company’s first regularly scheduled payroll date following the Release Effective Date and ending on 25,000 as bonus for the first regularly scheduled payroll date following the first anniversary quarter of the Termination Date; 2014 and (ii) A lump sum cash payment equal to $220,000125,000 as severance, or $150,000 in the aggregate, less withholdings and deductions, payable on the first payroll next regularly scheduled pay date following the sixtieth (60th) eighth day following the Termination Date;after Employee signs, returns and does not revoke this Agreement. (iii) d. Employee will receive $7,921, 24,759.14 less withholdings and deductions as payment in full satisfaction of any rights Ashburn has or has had to for accrued and unused paid time off (including vacation time) through the grant of performance-based restricted stock units made to him on February 28, 2012, payable on the date on which the first payment in Section 2(i) is made; and (iv) If Ashburn elects continuation coverage under the Company’s medical plan pursuant to Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), the Company will reimburse Ashburn for his COBRA payments until the earlier of (x) his eligibility for any such coverage under another employer’s or any other medical plan or (y) the date that is twelve (12) months following the Termination Separation Date. No vacation or other credits for paid time off will accrue after the Separation Date. e. The Company will make any such reimbursement within parties understand and agree that Employee has 30,000 stock options (the “Options”) with Employer, some of which are not vested, and some of which are vested but that would otherwise expire, if not exercised, thirty (30) days following receipt after the Separation Date. As additional consideration for Employee’s execution, delivery and non-revocation of evidence from Ashburn this Agreement, Employer shall treat all outstanding Options as Vested and permit Employee to extend the date by which Employee shall be permitted to exercise the Options until December 31, 2014. f. Employee agrees, that she will not sell, hedge or dispose in any way of any of the payment shares of common stock of the COBRA premiumCompany issuable upon the exercise of any such Options (other than by gift subject to this restriction) until after September 30, which evidence 2014 g. No further payments or amounts (including, without limitation, any payments or amounts arising under the Employment Agreement) shall be owed to Employee, or shall be required to be paid, by Employer to Employee or for Employee’s benefit except as provided in this Agreement. Employee specifically acknowledges and agrees that the payments and benefits described herein are adequate consideration for the execution and performance of this Agreement by Ashburn within thirty (30) days Employee. h. As of his payment of such COBRA premium; providedthe Separation Date, however, that any amounts due during the 60-day period following the Termination Date Employee shall not be paid during such 60eligible to participate or continue to participate in any employee benefit plans or compensation arrangements of Employer or otherwise be entitled to any perquisite or fringe benefit, except (i) that Employee will continue to have the right to elect COBRA at her own expense, (ii) although Employee will retain Employee’s interest in the funds Employee received and deposited in the Employer 401(k) plan that become vested as of the Separation Date, Employee agrees to promptly roll over the funds in her Employer sponsored 401(k) account into a separate, personal individual retirement account, and (iii) as otherwise specifically set forth in this Agreement. i. Employee will return Employer’s laptop computer, blackberry device, cell phone, Confidential Information, non-day period but instead shall be paid public Employer documents in either electronic or paper format and any other Employer equipment in Employee’s possession to Employer on or before the Separation Date. Employee will cease to have access to Employer’s file network, VPN access, instant messaging, and Employer’s calling-card as of close of business on the first regularly scheduled payroll date after Separation Date. Employee will relinquish Employee’s office security pass on or before the Separation Date. j. All amounts due and payable under this Agreement are gross payments, and such 60-day period. Ashburn agrees that the period of coverage under such plan shall count against such plan’s obligation gross amounts will be reduced by amounts required or authorized to provide continuation coverage pursuant to COBRAbe withheld by law, including all applicable federal, state and local withholding taxes and deductions.

Payments and Other Consideration. If Ashburn (a) executes this Agreement within 53 calendar days following a. Employee is entitled to receive Employee’s base salary through the Termination Separation Date payable through Employer’s regularly scheduled bi-weekly payroll dates. b. Contingent on Employee signing and does not revoke it during the revocation period described in Section 10 hereof (the date on which such revocation period expires, the “Release Effective Date”) and (b) continues to comply with the terms and conditions of revoking this Agreement, then the Company will make Employee shall receive the following cash severance payments, less applicable withholdings and taxes, which Employee agrees are in full satisfaction of any and all payments owed to Ashburn (Employee under Section 6(a) of the “Payments”):Employment Agreement: (i) An i. an aggregate amount in cash equal to $400,0001,405,000, which corresponds to the aggregate amount, subject to rounding, of the following monthly payments (prorated for partial months) for the remainder of the Term (as defined in the Employment Agreement): (A) Employee’s base salary divided by 12, plus (B) Employee’s Average Annual Bonus (as defined in the Employment Agreement) for calendar years 2020 and 2021, divided by 12, plus (C) Employee’s (and his covered dependents’) monthly COBRA (as defined below) premium, payable in substantially five equal monthly installments pursuant to the Company’s standard pay periods and practices, commencing on the Company’s first regularly scheduled payroll date following the Release Effective Date and ending on with the first regularly scheduled payroll date following that is at least 45 days after the first anniversary of the Termination Separation Date; (; and ii) A . a lump sum cash payment amount, payable within 30 days following February 1, 2023, equal to $220,000a pro rata portion, payable subject to rounding, of the Annual Bonus (as defined in the Employment Agreement) for 2022 based on the first payroll date following actual per share dividends paid by the sixtieth (60th) day following the Termination Date;Company on its common stock with respect to calendar year 2022, which is expected to equal $1,950,000. (iii) $7,921c. Except as provided in this Agreement, in full satisfaction of Employee shall not be entitled to receive from Carlyle any rights Ashburn has further base salary, bonuses or has had other payments or amounts. Carlyle shall reimburse Employee for any unreimbursed documented business expenses incurred prior to the grant Separation Date in accordance with the Carlyle expense reimbursement policy. Employee specifically acknowledges and agrees that the payments and benefits described herein are adequate consideration for the execution and performance of this Agreement by Employee. All amounts due and payable under this Agreement are gross payments, and such gross amounts will be reduced by amounts required or authorized to be withheld by law, including all applicable federal, state and local withholding taxes and deductions. Employee hereby authorizes Carlyle to withhold funds for taxes due under the Federal Insurance Contributions Act (“FICA”) from Employee’s final bi-weekly payroll amount or severance payment in connection with the restricted stock units (“RSUs”) of The Carlyle Group Inc. (the “Company”) that will vest under the terms of this Agreement and the Award Agreements (as further described in Section 5 hereto). Employee agrees that with regard to federal, state and local income taxes that accrue on each upcoming vesting date of RSUs and performance-based restricted stock units made to him on February 28, 2012, payable on (“PSUs”) of the date on which the first payment in Section 2(i) is made; and (iv) If Ashburn elects continuation coverage Company that will vest under the Company’s medical plan pursuant terms of this Agreement and the Award Agreements, Employee automatically will participate in the sell-to-cover or other tax payment process offered to Part 6 then current Carlyle employees. Employee acknowledges and agrees that any future vesting of Subtitle B of Title I RSUs and PSUs may be subject to federal, state and local income tax withholding and that the RSU and PSU income and the applicable taxes withheld will be reported on a Form W-2 for the year in which any such vesting occurs. d. Employee will continue to be eligible for health insurance and other applicable employee benefits through the Separation Date. As of the Separation Date, Employee Retirement Income Security shall not be eligible to participate or continue to participate in any employee benefit plans or compensation arrangements of Carlyle or otherwise be entitled to any perquisite or fringe benefit, except: (i) that Employee will be entitled to elect insurance coverage following the Separation Date to the extent permitted under the Consolidated Omnibus Budget Reconciliation Act of 19741986, as amended (“COBRA”); (ii) Employee will retain Employee’s interest in the Carlyle 401(k) plan that has become vested as of the Separation Date; and (iii) as otherwise specifically set forth in this Agreement. e. Employee will cooperate with Carlyle at ▇▇▇▇▇▇▇’▇ expense to return ▇▇▇▇▇▇▇’▇ laptop computer and any other Carlyle equipment or property in Employee’s possession to Employer as soon as practicable following the Separation Date, or at such later date determined by Carlyle in order to facilitate Employee’s performance of services as a Senior Advisor. For the Company avoidance of doubt, Employee will be permitted to retain his personal computer, telephone (including mobile phone) and phone number, which Carlyle acknowledges are his own. Except as otherwise determined by Carlyle, in order to facilitate Employee’s performance of services as a Senior Advisor, Employee will cease to have access to ▇▇▇▇▇▇▇’▇ computer network, voicemail, email, file network, VPN access, and instant messaging as of the Separation Date and will relinquish Employee’s office security pass on the Separation Date, provided that Employee shall be entitled to retain access to ▇▇▇▇▇▇▇’▇ email and voicemail through the later of the end of the Transition Period and September 15, 2022. For at least 60 days following the end of such email/voicemail access, Carlyle shall permit Employee to set up a customary email/voicemail message to direct correspondence to his personal account or phone. f. Notwithstanding anything herein to the contrary, following the Separation Date, Employee (i) shall be entitled to retain all business cards and names and contact information retained in Employee’s rolodex or Outlook and (ii) shall be entitled to remove from ▇▇▇▇▇▇▇’▇ premises (and, Carlyle shall reasonably assist Employee in gathering and removing) any personal documents (including, without limitation, any documents relating to Employee’s financial interests in Carlyle, including any funds, investment vehicles and accounts whose investments are or were managed by Carlyle, tax information, agreements or other contracts to which Employee is a party or a beneficiary, and information relating to employee benefit plans and entitlements) that is on Carlyle property (including electronically); provided that all documents covered by clause (ii) shall remain subject to all covenants and agreements for the benefit of Carlyle regarding confidentiality applicable thereto and under which Employee has any obligation. ▇. ▇▇▇▇▇▇▇ will reimburse Ashburn for his COBRA payments until Employee for, or pay directly, (i) Employee’s reasonable and documented legal fees and costs incurred in connection with the earlier review, drafting and negotiation of this Agreement and other compensation arrangements and any ancillary documentation up to a maximum amount of $125,000, (xii) his eligibility for any such coverage Employee’s reasonable and documented public relations, media and communication services fees and costs incurred in connection with Employee’s separation from employment up to a maximum amount of $75,000, and (iii) Employee’s reasonable and documented costs incurred through the Separation Date in the Part 135 Certification of Employee’s personal aircraft and crew. Reimbursements under another employer’s or any other medical plan or (ythis Section 2(g) the date are subject to Employee providing documentation that is twelve (12) months following the Termination Date. The Company will make any such reimbursement within thirty (30) days following receipt of evidence from Ashburn of the payment of the COBRA premium, which evidence shall be provided by Ashburn within thirty (30) days of his payment of such COBRA premium; provided, however, that any amounts due during the 60-day period following the Termination Date shall not be paid during such 60-day period but instead shall be paid on the first regularly scheduled payroll date after such 60-day period. Ashburn agrees that the period of coverage under such plan shall count against such plan’s obligation reasonably satisfactory to provide continuation coverage pursuant to COBRACarlyle.