Exhibit 10.1
AMENDED AND RESTATED
BLUE OWL CAPITAL INC.
2021 OMNIBUS EQUITY INCENTIVE PLAN
Section 1. Purpose of Plan.
The purpose
of the Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan (the Plan) is to provide an additional incentive to selected employees, directors and other service providers of the Company and its Subsidiaries
or Affiliates (as hereinafter defined), whose contributions are integral to the growth and success of the Companys business, in order to strengthen the commitment of such persons to the Company and its Subsidiaries and Affiliates, motivate
such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts shall result in the long-term growth and profitability of the Company. In furtherance of these objectives,
the Plan provides for the grant of Options, Share Appreciation Rights, Awards of Restricted Shares, Restricted Share Units, Performance Shares, unrestricted Shares, Blue Owl Operating Group Awards, Other Share-Based Awards and any combination of the
foregoing.
Section 2. Definitions.
For purposes of the Plan, the following terms shall be defined as set forth below:
(a) Administrator means the Board or, if and to the extent the Board does not administer the Plan, the Committee, in
accordance with Section 3 hereof.
(b) Affiliate means, with respect to any Person, any other Person that,
directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person in question. As used herein, control means the possession, direct or indirect, of the power to direct
or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, no private fund (or similar vehicle) or business development company, nor any
other account, fund, vehicle or other client advised or sub-advised by any Person or any such Persons Affiliate or any portfolio company thereof shall be deemed to be an Affiliate of such Person (it
being agreed that this Plan shall not apply to, or be binding on, any Persons described in this sentence).
(c) Applicable
Law means any applicable law, including, without limitation: (i) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; and (ii) corporate, securities, tax or other laws, statutes, rules,
requirements or regulations, whether federal, state, local or foreign.
(d) Award means, individually or collectively,
any Option, Share Appreciation Right, Restricted Share, Restricted Share Unit, Performance Share, unrestricted Share, Blue Owl Operating Group Award or Other Share-Based Award granted under the Plan.
(e) Award Agreement means any written notice, agreement, terms and conditions, contract or other instrument or document
evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Plan.
(f) A Beneficial Owner of a security is a Person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power, which includes the power to dispose, or to direct the disposition
of, such security. The term Beneficially Own shall have a correlative meaning.
(g) Blue Owl Carry
means Blue Owl Capital Carry LP, a Delaware limited partnership.
(h) Blue Owl Carry LPA means the Second Amended and
Restated Limited Partnership Agreement of Blue Owl Carry, dated as of October 22, 2021 (as the same may be amended or otherwise modified from time to time).
(i) Blue Owl Carry Unit means a Common Unit as defined in the Blue Owl Carry LPA.
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