GHL » Topics » . Pro Rata Dilution.

This excerpt taken from the GHL 8-K filed Apr 5, 2005.
. Pro Rata Dilution. Initially, the Carried Interest Points for the Carried Interest Annual Pool for 2005 will be allocated as set forth in Schedule I. If an additional Partner is admitted to the Partnership following the award of Carried Interest Points in any fiscal year or any other Partner receives a Carried Interest Point award which the General Partner determines is not to come from Reserved Carried Interest Points, from Reallocated Carried Interest Points or from Forfeited Carried Interest Points, the number of Carried Interest Points of the Partners will be reduced on a pro rata basis by the number of Carried Interest Points so awarded unless otherwise determined by the General Partner.

     Section 3.04. No Right to Awards or Continued Employment. No Partner shall have any claim or right to receive any award of Carried Interest Points hereunder. Neither this Agreement nor any action taken or omitted to be taken hereunder shall be deemed to create or confer on any Partner any right (i) to be retained in the employ of Greenhill Group or any Affiliate thereof or (ii) to interfere with or to limit in any way the right of Greenhill Group or any Affiliate thereof to terminate the employment of such Partner at any time or to transfer his or her employment within Greenhill Group or any Affiliate thereof to other activities from time to time.

     Section 3.05

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