Cedar Fair, L.P. (FUN)

In General.    Long-Term Incentive Awards may be granted to the Chief Executive Officer of Cedar Fair and/or CFMI (“CEO”) and General Managers and Corporate Vice Presidents of Cedar Fair and/or CFMI who report directly to the CEO, and/or such Eligible Persons as designated by the Committee. Participants may vary for each Performance Period. The Performance Period shall be determined by the Committee and shall be equal to at least a consecutive twelve (12) month period that relates to the fiscal year of the Company or an Affiliate.

Target Awards.    Target Long-Term Incentive Awards will be determined by the Committee for each Participant no later than ninety (90) days after the commencement of the Performance Period. Target Long-Term Incentive Awards will be converted to a base number of Phantom Units based on the Fair Market Value of Units on the day the Board determines the target.

For General Managers, the target will be the same operating profit budget numbers used in the performance measures, with a seventy-five percent (75%) weight given to the specific park’s results and twenty-five percent (25%) to consolidated totals for the Company.

For the CEO and Corporate Vice Presidents, the target will be budgeted “cash available for distributions,” determined by the formula of operating profits (less cash interest), cash taxes, and capital expenditures made for the applicable Performance Period, but excluding non-cash charges such as options and asset retirements.

For other Eligible Person, the target will be as determined by the Committee.

Determination of Awards.    Each Performance Period’s Long-Term Incentive Awards will be computed as of the end of the Performance Period as a percentage of the base number of Phantom Units for each Participant, based on actual results achieved compared to the approved target for that Performance Period. Long-Term Incentive Awards will be computed as of the end of the Performance Period on the following scale:

% of Target

Achieved

Less than 80%

80%

85%

90%

95%

100%

105%

110%

Each % over 110%

In its discretion, based on factors it establishes as relevant, the Committee may adjust a Participant’s Long-Term Incentive Award for a Performance Period up or down from the payout the Participant would receive based solely on achievement of performance measures, but, except as provided in the last sentence of this paragraph, in no event may any upward adjustment result in a Long-Term Incentive Award in excess of the approved target for that Performance Period. No Long-Term Incentive Award shall be payable under the Plan to a Participant if none of the Participant’s performance measures for the applicable Performance Period are met. If the percentage of target applicable to a Participant for the applicable Performance Period is achieved at a level greater than that which, subject to the Committee’s discretion, would permit the Participant to receive a Long-Term Incentive Award at the target percentage, the Committee, in its discretion based on factors it establishes as relevant, may increase the Participant’s Long-Term Incentive Award for the applicable Performance Period to an amount not in excess of one hundred fifty percent (150%) of the target.

12.4

Payment of Awards.     All Long-Term Incentive Awards earned in a given Performance Period, plus accumulated phantom distributions on the Phantom Units from the date the target Long-Term Incentive Awards were approved until paid, will be payable in cash or Units (or a combination of cash and Units), as determined by the Committee in two annual installments. The first installment shall equal one-half ( ¹/2) of the Units awarded, plus one-half ( ¹/2) of the phantom distributions on the Phantom Units accumulated to the time of distribution and shall be paid within 2- ¹/2 months after the end of the third (3rd) fiscal year of the employing entity after the end of the Performance Period; provided that the employing entity may make such payment prior to the end of such third fiscal year if the payment is made in the same calendar year as it would otherwise have been made. The second installment shall equal the remaining Units awarded, plus the remaining phantom distributions on the Phantom Units accumulated to the time of distribution and shall be paid within 2- ¹/2 months after the end of the fourth (4th) fiscal year of the employing entity after the end of the Performance Period; provided that the employing entity may make such payment prior to the end of such fourth fiscal year if the payment is made in the same calendar year as it would otherwise have been made. Termination of employment prior to any payment will result in forfeiture of unpaid amounts, except as provided in Section 12.5. No acceleration of the time, or change of the form, of payment shall be made except in accordance with Section 409A.

Death, Disability, Retirement.

Death or Disability.     Notwithstanding Section 12.4, Long-Term Incentive Awards for a given Performance Period, as well as any unpaid Long-Term Incentive Awards from prior Performance Periods, shall be paid in a lump sum cash payment within ninety (90) days following the earlier of

the Participant’s death or Disability during employment; provided that if the ninety- (90-) day period begins in one calendar year and ends in another, neither the Participant nor any beneficiary of a Participant shall have the right to designate the calendar year of payment.

Retirement.     Notwithstanding Section 12.4, payment of a Long-Term Incentive Award to a Participant upon Retirement from the Company or an Affiliate shall be shall be prorated and paid within ninety (90) days following the end of the Performance Period and unpaid Long-Term Incentive Awards from prior Performance Periods shall be paid will be paid within ninety (90) days of a Participant’s Retirement; provided that if a Participant is a Specified Employee at the time he Retires, to the extent that a Long-Term Incentive Award or any unpaid Long-Term Incentive Award from a prior Performance Period would constitute “nonqualified deferred compensation” within the meaning of Section 409A payable within the six-month period following the Specified Employee’s Retirement, it shall not be paid until the thirty- (30-) day period commencing with the first day of the seventh month following the month of the Specified Employee’s Retirement; provided that if such thirty (30-) day period begins in one calendar year and ends in another, the Participant shall not have the right to designate the taxable year of payment.

In General.    Long-Term Incentive Awards may be granted to the Chief Executive Officer of Cedar Fair and/or CFMI (“CEO”) and General Managers and Corporate Vice Presidents of Cedar Fair and/or CFMI who report directly to the CEO, and/or such Eligible Persons as designated by the Committee. Participants may vary for each Performance Period. The Performance Period shall be determined by the Committee and shall be equal to at least a consecutive twelve (12) month period that relates to the fiscal year of the Company or an Affiliate.

Target Awards.    Target Long-Term Incentive Awards will be determined by the Committee for each Participant no later than ninety (90) days after the commencement of the Performance Period. Target Long-Term Incentive Awards will be converted to a base number of Phantom Units based on the Fair Market Value of Units on the day the Board determines the target.

For General Managers, the target will be the same operating profit budget numbers used in the performance measures, with a seventy-five percent (75%) weight given to the specific park’s results and twenty-five percent (25%) to consolidated totals for the Company.

For the CEO and Corporate Vice Presidents, the target will be budgeted “cash available for distributions,” determined by the formula of operating profits (less cash interest), cash taxes, and capital expenditures made for the applicable Performance Period, but excluding non-cash charges such as options and asset retirements.

For other Eligible Person, the target will be as determined by the Committee.

Determination of Awards.    Each Performance Period’s Long-Term Incentive Awards will be computed as of the end of the Performance Period as a percentage of the base number of Phantom Units for each Participant, based on actual results achieved compared to the approved target for that Performance Period. Long-Term Incentive Awards will be computed as of the end of the Performance Period on the following scale:

% of Target

Achieved

Less than 80%

80%

85%

90%

95%

100%

105%

110%

Each % over 110%

In its discretion, based on factors it establishes as relevant, the Committee may adjust a Participant’s Long-Term Incentive Award for a Performance Period up or down from the payout the Participant would receive based solely on achievement of performance measures, but, except as provided in the last sentence of this paragraph, in no event may any upward adjustment result in a Long-Term Incentive Award in excess of the approved target for that Performance Period. No Long-Term Incentive Award shall be payable under the Plan to a Participant if none of the Participant’s performance measures for the applicable Performance Period are met. If the percentage of target applicable to a Participant for the applicable Performance Period is achieved at a level greater than that which, subject to the Committee’s discretion, would permit the Participant to receive a Long-Term Incentive Award at the target percentage, the Committee, in its discretion based on factors it establishes as relevant, may increase the Participant’s Long-Term Incentive Award for the applicable Performance Period to an amount not in excess of one hundred fifty percent (150%) of the target.

12.4

Payment of Awards.     All Long-Term Incentive Awards earned in a given Performance Period, plus accumulated phantom distributions on the Phantom Units from the date the target Long-Term Incentive Awards were approved until paid, will be payable in cash or Units (or a combination of cash and Units), as determined by the Committee in two annual installments. The first installment shall equal one-half ( ¹/2) of the Units awarded, plus one-half ( ¹/2) of the phantom distributions on the Phantom Units accumulated to the time of distribution and shall be paid within 2- ¹/2 months after the end of the third (3rd) fiscal year of the employing entity after the end of the Performance Period; provided that the employing entity may make such payment prior to the end of such third fiscal year if the payment is made in the same calendar year as it would otherwise have been made. The second installment shall equal the remaining Units awarded, plus the remaining phantom distributions on the Phantom Units accumulated to the time of distribution and shall be paid within 2- ¹/2 months after the end of the fourth (4th) fiscal year of the employing entity after the end of the Performance Period; provided that the employing entity may make such payment prior to the end of such fourth fiscal year if the payment is made in the same calendar year as it would otherwise have been made. Termination of employment prior to any payment will result in forfeiture of unpaid amounts, except as provided in Section 12.5. No acceleration of the time, or change of the form, of payment shall be made except in accordance with Section 409A.

Death, Disability, Retirement.

Death or Disability.     Notwithstanding Section 12.4, Long-Term Incentive Awards for a given Performance Period, as well as any unpaid Long-Term Incentive Awards from prior Performance Periods, shall be paid in a lump sum cash payment within ninety (90) days following the earlier of

the Participant’s death or Disability during employment; provided that if the ninety- (90-) day period begins in one calendar year and ends in another, neither the Participant nor any beneficiary of a Participant shall have the right to designate the calendar year of payment.

Retirement.     Notwithstanding Section 12.4, payment of a Long-Term Incentive Award to a Participant upon Retirement from the Company or an Affiliate shall be shall be prorated and paid within ninety (90) days following the end of the Performance Period and unpaid Long-Term Incentive Awards from prior Performance Periods shall be paid will be paid within ninety (90) days of a Participant’s Retirement; provided that if a Participant is a Specified Employee at the time he Retires, to the extent that a Long-Term Incentive Award or any unpaid Long-Term Incentive Award from a prior Performance Period would constitute “nonqualified deferred compensation” within the meaning of Section 409A payable within the six-month period following the Specified Employee’s Retirement, it shall not be paid until the thirty- (30-) day period commencing with the first day of the seventh month following the month of the Specified Employee’s Retirement; provided that if such thirty (30-) day period begins in one calendar year and ends in another, the Participant shall not have the right to designate the taxable year of payment.