Common use of Vesting of the Units Clause in Contracts

Vesting of the Units. Participant shall fully vest in such Participant’s Units upon (i) termination of Service without “Cause” (as defined below) in connection with a Change in Control (as defined in the Plan), or (ii) provided the Participant has not undergone a termination from Service prior thereto, upon (a) the occurrence of a Change in Control, or (b) death or Disability (as defined in the Plan) of the Participant. At all times prior to vesting or upon the Participant’s termination of Service for Cause, Units shall be deemed to be “Unvested Units” for purposes of the LLC Agreement and the Exchange Agreement, dated as of September 23, 2014, among Medley Management Inc., a Delaware corporation (“Medley Management”), the Company, and the holders of LLC Units (as defined therein) from time to time, and as may be amended (the “Exchange Agreement”). Upon vesting, the Units which shall have vested shall be “Vested Units” for purposes of the LLC Agreement and the Exchange Agreement.