Item 5. Other Information
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Item 5. Other Information
In connection with the previously disclosed retirement of Hamilton E. James on January 31, 2022 (the “Effective Date”), Blackstone and Mr. James entered into a withdrawal agreement dated as of May 3, 2022, pursuant to which Mr. James and Blackstone clarified certain agreements and understandings regarding his retirement from his positions as a director and Executive Vice Chairman of Blackstone as of the Effective Date.
Under the terms of the withdrawal agreement, Mr. James agreed to enter into a general release of claims in favor of Blackstone and its related parties and affirmed his
non-competition,
non-solicitation,
non-disparagement
and confidentiality covenants contained in his
Non-Competition
and
Non-Solicitation
Agreement subject to certain limited exceptions and clarifications. Payments and benefits provided under the withdrawal agreement are generally subject to Mr. James’ timely execution and
non-revocation
of the release and compliance with these restrictive covenants.
The withdrawal agreement provides that Mr. James will receive certain transitional period benefits and services generally for up to six months following his resignation, which include, among other items, technology and operational support, as mutually agreed with Blackstone.
In addition, the withdrawal agreement specifies that Mr. James’ Blackstone Holdings Partnership Units and shares of common stock in Blackstone will not continue to vest following the Effective Date. Mr. James is vested in and will retain (a) any carried interest awards that relate to portfolio company investments that closed prior to the Effective Date, (b) any carried interest awards that relate to the tranches of certain “life of fund” investments covering periods that commenced prior to the Effective Date and (c) any allocations of incentive fees that crystalized prior to the Effective Date. Per the withdrawal agreement, Mr. James will also be eligible to participate in an annual
side-by-side
election program to invest up to a specified cap per each election period in 2022 and 2023 across all funds with respect to which an investment opportunity is offered generally to senior managing directors during such election periods. Mr. James’ investments will be subject to certain fees as further described in the withdrawal agreement.
The foregoing summary of the withdrawal is qualified in its entirety by reference to the full text of the withdrawal agreement, which is filed herewith as Exhibit 10.2.
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