mber of General Points allocated to all Members. xx. "General Pool" shall mean, with respect to any fiscal year, the difference resulting from (a) the Profit Share for that fiscal year (which may be either a positive or negative amount), minus (b) the aggregate Desk Pool for such fiscal year (which may be eith

cccc. "Resignation" shall occur if an Executive voluntarily ceases to provide services to the Firm, other than in connection with a Retirement. If the Profit Share is equal to $20 of losses and Excess Overhead Expense is equal to $5, the Profit Share shall be $25 of losses. DOC ID 25061468.12 18 CONFIDENTIAL

red to assume or take subject to under Section 752 of the Code); provided that allocations attributable to, and distributions in respect of, each of the Profit Share, Richter Points and Holdbacks shall be credited or debited, as the case may be, to or from the relevant sub- account. Allocations under this Agreeme

ny a capital account ("Capital Account"), which for a Non-Managing Member shall be divided into sub-accounts to reflect the Member's interest in (i) the Profit Share, (ii) Richter Points and (iii) Holdbacks. Each Non-Managing Member's Capital Account initially had a balance equal to zero and has been adjusted (X

commencing with fiscal year 2011, the Company shall determine the Profit Share, Desk Pool, General Pool and the Desk Bonus Pools for such fiscal year, and the Profit Share shall generally be allocated among the Members' Capita

ion of the Profit Share attributable to Catch Up Allocations over a period of as long as five years (as opposed to including 100% of such amount in the Profit Share for the year during which such Catch Up Allocations were made). In each year that a portion of a Catch Up Allocation is allocated, DOC ID 25061468.

all be made to the extent that the Company has received amounts from the Fund Managers on account of such Departed Non-Managing Member's portion of the Profit Share as follows: (1) At the end of the first full year after such Departed Non-Managing Member has left the Finn, (i) 20% of the amounts that would hav

Company shall never be obligated to distribute more cash than it actually receives on account of the Profit Share. Notwithstanding the foregoing, if the amount distributable to the Non- Managing Members exceeds the aggregate positive Capital Account balances of t

all be made to the extent that the Company has received amounts from the Fund Managers on account of such Departed Non- Managing Member's portion of the Profit Share in accordance with the schedule set forth in clauses (1) through (3) below. In the event the Departed Non-Managing Member's Capital Account balance

ant Member hereunder and shall reduce and offset the next amounts distributable to such Member hereunder with respect to their allocable portion of the Profit Share (but not distributions for Richter Points, Pre-2010 Capital Balances or 2009 Shortfall except to the extent such Tax Distribution is directly relate