Common use of Vesting of the Units Clause in Contracts

Vesting of the Units. Provided the Participant has not undergone a termination from Service on or prior to each applicable vesting date (or event): • One-third (1/3) of the Units shall vest on the third anniversary of the Grant Date; • One-third (1/3) of the Units shall vest on the fourth anniversary of the Grant Date; and • One-third (1/3) of the Units shall vest on the fifth anniversary of the Grant Date. Provided, however, that in the event that the Participant undergoes a separation from Service without “Cause” (as defined below) following a Change in Control (as defined in the Plan), such Participant shall fully vest in such Participant’s Units. 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.