Cedar Fair, L.P. (FUN)

Payments upon a Change in Control

We have a change in control agreement in place for certain of the named executive officers pursuant to our executive severance plan. In addition, our 2000 Equity Incentive Plan and our Supplemental Retirement Plan

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contain change in control provisions. Under the executive severance plan, two events must take place before an executive receives payments. First, a change in control must occur. A “change in control” is defined as any of the following: (a) the acquisition by any person of 20% or more of our outstanding units, (b) the sale of all or substantially all of our assets to a non-affiliate, (c) a majority of the members of the Board change within a 24-month period, subject to certain circumstances, or (d) CFMI ceases to be managing general partner of the Partnership. Second, the executive’s employment must be terminated within 24 months of the change in control. An executive will be deemed “terminated” if he is forced to relocate by more than 35 miles, suffers a reduction in base salary or significant reduction in responsibility or if his position is eliminated.

In the event that both triggering events occur, each named executive officer will be entitled to receive the following amount in a lump-sum payment within 60 days of termination. For the purposes of this discussion, “cash compensation” includes all compensation except non-cash forms of compensation such as units or welfare benefits.

In addition, any phantom unit awards that have not vested under our Senior Management Long-Term Incentive Compensation Plan will be paid in full upon the change in control for all named executive officers.

If a change in control as defined in our 2000 Equity Incentive Plan occurs, all of the awards granted under that plan, including options, unit appreciation rights, restricted units or performance units, will vest, become fully exercisable and be free of all restrictions or limitations. Within 60 days of a change in control, the Compensation Committee may determine that the named executive officers have the right to “cash out” any options for the difference between the price of the option and the change in control price per unit. For purposes of this plan, a “change in control” includes the following events: (a) the acquisition by an individual, group or entity of beneficial ownership of 25% or more of our outstanding units (not including any acquisition from or by us or our employee benefit plan, or our affiliate), subject to certain conditions; (b) our filing of a report with the SEC that a change in control has occurred or may occur in the future pursuant to a contract or transaction; (c) our unitholders approving a reorganization, merger, or consolidation or sale of all or substantially all of our assets, subject to certain limitations; or (d) CFMI ceasing to be the sole managing general partner of the Partnership, subject to certain circumstances.

Our 2000 Senior Executive Management Incentive Plan, pursuant to which we grant our cash bonuses, contains the same definition of “change in control” as our 2000 Equity Incentive Plan. In the event of a change in control under this plan, all cash incentive awards will be deemed to be earned to the extent determined by the Committee.

In the event of a change in control as defined in our Supplemental Retirement Plan, all amounts accrued by the named executive officers will vest and will be funded in a trust for the benefit of the executive officers when they reach age 62, die, or become disabled, whichever occurs first. At each executive officer’s option, the accrued balance may be distributed in a lump-sum or in a number of future payments over a period not to exceed 10 years. A “change in control” under this plan includes (a) the acquisition by an individual, group

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or entity of beneficial ownership of at least 51% of our outstanding units (not including any acquisition from us or by us, our affiliates or our employee benefit plan, (b) a reorganization, merger or consolidation or sale of all or substantially all of our assets, or (c) the unitholders’ approval of a plan or proposal to liquidate or dissolve the Partnership, subject to certain circumstances.

Because our various plans contain different “change in control” definitions, it is possible that a circumstance could occur that would be considered a change in control under one plan and not under the others, thereby resulting in benefits being paid pursuant to only one plan. However, it is also possible that a change in control that meets the definitions of all plans could occur, so that the named executive officers would receive all of the described benefits.