[DATE]

[NAME]

Dear [NAME]:

As described in this letter agreement (this “Agreement”), effective as of [__], in consideration

of, as applicable: (a) your receipt of any base salary increase; (b) any promotion in your title

or role; (c) your eligibility for and receipt of any incentive compensation, including, but not

limited to, any year-end discretionary bonus; (d) your continued employment with The

Carlyle Group Employee Co., L.L.C. (together with its affiliates, “Carlyle”); and/or (e) your

access to and receipt of new confidential information and trade secrets of Carlyle in

connection with such employment, you hereby agree to the following Non-Competition,

Non-Solicitation and Notice Period covenants (such covenants collectively, the

“Covenants”).

Non-Competition Covenant

In consideration of the benefits and promises described herein, you covenant and agree that,

both during your employment with Carlyle and, in the event you resign from Carlyle or are

terminated by Carlyle for cause (as determined by Carlyle in its reasonable discretion), for

twelve (12) months following the date of the termination of your employment with Carlyle

or, in the event of your resignation, the date on which you notify Carlyle of your resignation

(such applicable period, the “Non-Competition Period”), you will not, directly or indirectly,

without the prior written consent of Carlyle, provide services to a “Competing Investment

Business” (as defined below). The Non-Competition Period shall run concurrently with any

required “Notice Period” (as defined below) and shall not be extended by the Notice Period.

For purposes of this Agreement, a “Competing Investment Business” shall mean any

alternative asset management investment advisory business (whether stand-alone or part of a

larger organization) or other business engaging in similar investment sponsorship activity

(such as providing investment advisory services for the benefit of a special purpose

acquisition company) and shall include, without limitation, any business engaging in the

activities and business strategies of the investment funds, vehicles and accounts and other

investment products, services and lines of business operated by or within Carlyle’s business

during the term of your employment. You agree and acknowledge that Carlyle’s business is

worldwide in scope and therefore this restriction governs your activities anywhere in the

world where you (x) provided services; (y) directly or indirectly supervised or managed

business operations and/or employees; and/or (z) maintained client or investor relationships,

in each case on behalf of Carlyle’s business.

You shall be deemed to be “providing services” to a Competing Investment Business if you

provide services directly or indirectly, whether individually or through or by another person

or an entity in which you are a director (or the equivalent), officer, employee, consultant,

representative, agent or otherwise, to a Competing Investing Business.  You shall not be

deemed to be “providing services” to a Competing Investment Business if the Competing

Investment Business is a publicly traded entity and your only relationship with such entity is

an equity stake of one percent (1%) or less.  This Agreement does not prevent you from (i)

managing your personal investment activities for which you receive no compensation in any

form or (ii) participating in charitable, community, literary or artistic activities.

Non-Solicitation Covenant

In consideration of the benefits and promises described herein, you covenant and agree that,

both during your employment with Carlyle and for a period of twelve (12) months after the

last day that you are employed by Carlyle (regardless of the reason for the termination of

your employment), you will not, directly or indirectly, without the prior written consent of

Carlyle: (a) participate in any capacity, including as an investor or an advisor, in any

Exhibit 10.32

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transaction that Carlyle or any of its affiliates was actively considering investing in or

offering to invest in prior to the date of termination; (b) solicit, contact or identify investors

in any investment partnership, fund, vehicle or managed account controlled or advised by

Carlyle or its affiliates (to the extent you know that such person or entity is an investor,

directly or indirectly, in such partnership, fund, vehicle or managed account) on behalf of any

person or entity; or (c) recruit, solicit, induce or seek to induce any then-current employee or

member of Carlyle or its affiliates to become employed by you or any other person or entity.

Notice Period Covenant

In consideration of the benefits and promises described herein, you agree to provide advance

notice to Carlyle of your intent to resign or retire from your employment with Carlyle of at

least six (6) months. During the Notice Period, you will remain on Carlyle’s payroll and will

continue to owe a duty of loyalty and exclusivity to Carlyle. During the Notice Period, you

will continue to be paid your base salary at the rate in effect at time you provide advance

notice to Carlyle in accordance with Carlyle’s payroll policies and you will be eligible to

participate in Carlyle’s benefit plans to the extent permitted by such plans and applicable law.

You will not otherwise be eligible to receive any other compensation during the Notice

Period.

During the Notice Period, Carlyle reserves the right, in its sole discretion, to require that you

continue to perform your job responsibilities, that you perform only such tasks as determined

by Carlyle to aid and assist in the transition of responsibilities associated with your departure,

that you not perform any services at all, and/or that you not report to the office, and Carlyle’s

exercise of its discretion in respect of any or all of the foregoing will not constitute a

constructive discharge of you by Carlyle.  Carlyle may elect, in its sole discretion, to shorten

or waive the Notice Period, in whole or in part, at any time, in which case Carlyle’s

obligation to pay your base salary shall be limited only to the duration of such shortened

Notice Period, if any.  To the extent Carlyle shortens or waives the Notice Period for any

reason other than due to conduct by you constituting cause (as determined by Carlyle in its

reasonable discretion), Carlyle also shall reduce the Non-Competition Period by the same

amount of time.

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General Terms

You agree that the Covenants may briefly limit your ability to earn a livelihood in a business

similar to Carlyle’s business, but you nevertheless hereby agree and acknowledge that the

consideration provided to you in this Agreement is adequate to support the restrictions

contained in this Agreement. You further agree that the restrictions set forth in the Non-

Competition and Non-Solicitation covenants are reasonable and necessary to protect

Carlyle’s confidential information (including trade secrets), goodwill and other legitimate

business needs. In the event that any court or tribunal of competent jurisdiction shall

determine the Non-Competition and/or Non-Solicitation covenants to be unenforceable or

invalid for any reason, you and Carlyle agree that the Non-Competition and/or Non-

Solicitation covenants (as applicable) shall be interpreted to extend only over the maximum

period of time, geographic area and scope of activities for which such covenant may be

enforceable, as determined by such court or tribunal.

Remedies

You agree and acknowledge that each of the foregoing Covenants are a material inducement

to Carlyle to enter into this Agreement.  You agree and acknowledge that any breach or

threatened breach of any of the Covenants may result in substantial, continuing and

irreparable injury to Carlyle and will constitute a material breach of this Agreement.  In the

event of your breach or threatened breach of this Agreement, you agree and acknowledge that

Carlyle shall be entitled to forfeiture and/or clawback of the economic and/or equity interests

you have received from Carlyle, in addition to whatever other remedies at law Carlyle may

have.  You further agree that the remedy at law for breach or threatened breach of the

Covenants may be inadequate and that in the event of your breach or threatened breach of

any of the Covenants Carlyle shall be entitled (without posting bond or other security) to

injunctive relief, specific performance and/or other equitable relief by a court of appropriate

jurisdiction.

Other Terms

You will remain an at-will employee of Carlyle and will continue to be bound by the terms

and conditions of any employment agreement or offer letter (as applicable) and any other

agreements with Carlyle to which you are a party (collectively, the “Existing Agreements”),

in addition to being bound by the Covenants contained in this Agreement. Nothing herein

shall modify or amend any Existing Agreement (including, without limitation, any post-

employment obligations contained in any Existing Agreement).  For the avoidance of doubt,

the Covenants contained in this Agreement shall run concurrently with any other notice

period or post-employment obligations to which you are subject in any Existing Agreement,

it being agreed that the Covenants contained in this Agreement may extend beyond and may

have different terms than any similar obligations to which you are subject in any Existing

Agreement. Your obligations under the Covenants shall survive the termination of your

employment for any reason. This Agreement is confidential to the fullest extent of the law

and you agree that you will not disclose the terms of this Agreement to any person or entity

other than your personal legal or tax advisors who agree to keep this Agreement confidential.

Notwithstanding the foregoing, you agree that you will notify a prospective new employer of

your obligations under this Agreement and will provide to such prospective new employer a

copy of this Agreement.

This Agreement is binding on you, your heirs, executors and administrators and on Carlyle

and its successors and assigns, and shall inure to the benefit of and be enforceable by Carlyle

and its successors and assigns.  This Agreement shall be governed by, and construed in

accordance with, the laws of the state in which you are primarily employed by the Company

without regard to its conflict of laws provisions.  Any proceeding regarding this Agreement

shall be brought exclusively in the state or federal courts in and for such state, and the parties

consent to the personal jurisdiction thereof.

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This Agreement may be executed in multiple original counterparts, each of which shall be

deemed an original and all of which together shall constitute one and the same document.

Signature pages in “.pdf” form or other electronic signatures (including via DocuSign) shall

be deemed original signatures of this Agreement.  Any modification of this Agreement must

be made in writing and be signed by both parties, except for any judicial modification as

described above.

Please indicate your agreement to and acceptance of this Agreement by signing where

indicated below.  This Agreement shall be effective as of the date indicated next to your

signature below.

[Signature Page Follows]

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Regards,

The Carlyle Group Employee Co., L.L.C.,

on behalf of itself and Carlyle

By: ___________________________________

Name:

Title:

Agreed to and accepted:

_______________________________________Date:  _____________________

[Name]

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