CEDAR FAIR, L.P. 2008 OMNIBUS INCENTIVE PLAN

RESTRICTED UNIT AWARD AGREEMENT

This Restricted Unit Award Agreement (“ Agreement ”) is made pursuant to the terms and conditions of the Cedar Fair, L.P. 2008 Omnibus Incentive Plan (the “ Plan ”), including (without limitation) Article VIII, the provisions of which are incorporated into this Agreement by reference. Capitalized terms used herein shall have the meanings ascribed to them in the Plan, unless indicated otherwise.

PARTICIPANT NAME:     

GRANT DATE: ________________________(Date of Grant by Committee)

NUMBER OF RESTRICTED UNITS GRANTED:     

RESTRICTED PERIOD: _____________ through ______________ (the “ Restricted Period ”)

1. Restricted Unit Award In General . Participant's Restricted Unit Award (the “Award” ) of ____________ Restricted Units is subject to Participant's continuous employment by the Company or an Affiliate throughout the Restricted Period. Distribution Equivalents on the Restricted Units shall be accumulated until the lapse of the Restricted Period, if and to the extent the Company makes distributions on its Units during the Restricted Period, and shall be paid pursuant to the provisions of Section 3 hereof in the same form as accrued. During the Restricted Period, the Participant shall have the right to vote such Restricted Units, but the Participant shall not have the right to receive any payments or distributions with respect to such Restricted Units, and the Participant may not sell, transfer, pledge, or assign such Restricted Units.  

2. Forfeiture . The Restricted Units, any Distribution Equivalents and any other rights under this Agreement shall be automatically forfeited if the Participant ceases to be employed by the Company or an Affiliate at any time during the Restricted Period, except as provided in Section 3 if the Participant incurs a Separation from Service due to death, Disability, or Retirement during the Restricted Period.

3. Lapse of Restriction . The employment restriction on the Restricted Units shall lapse upon the Participant's completion of continuous employment throughout the Restricted Period, and the Restricted Units shall thereupon become unrestricted Units. All Distribution Equivalents on the Restricted Units accumulated during the Restricted Period shall be paid in a lump sum promptly upon the lapse of the Restricted Period (but in any case no later than two and one-half (2-1/2) months after the end of the Participant's employing entity's fiscal year that coincides with or immediately follows the end of the Restricted Period).

If a Participant dies or incurs a Disability during employment and prior to the end of the Restricted Period that results in a Separation from Service, the employment restriction on the

Restricted Units shall lapse, the Restricted Units shall thereupon become unrestricted Units, and all Distribution Equivalents accumulated through the date the restrictions lapse shall be paid in a lump sum to the Participant (or the Participant's estate) within ninety (90) days of the Participant's death or Disability; provided that if the ninety- (90-) day period begins in one calendar year and ends in another, neither the Participant nor any beneficiary of a Participant shall have the right to designate the calendar year of payment.

If a Participant incurs a Separation from Service due to Retirement prior to the expiration of the Restricted Period, the employment restriction on the Restricted Units shall lapse, the Restricted Units shall thereupon become unrestricted Units, and all Distribution Equivalents accumulated through the date the restrictions lapse shall be paid in a lump sum to the Participant within ninety (90) days of the date of the Participant's Separation from Service due to Retirement; provided that any payment to a Specified Employee upon a Retirement (which is a Separation from Service) that is “nonqualified deferred compensation” within the meaning of Section 409A shall not be paid until the thirty- (30-) day period commencing with the first day of the seventh month following the month of the Specified Employee's Separation from Service (provided that if such thirty- (30-) day period begins in one calendar year and ends in another, the Specified Employee shall not have the right to designate the calendar year of payment).

Except in the case of death, Disability, and Retirement, and as permitted by Section 409A and the Plan (including Section 13.1(b) of the Plan), no payment shall be accelerated.

1. Tax Matters and Withholding . To the extent permitted by applicable securities laws, the Company, the Participant's employer or their agent(s) shall withhold all required local, state, federal, and other taxes and any other amount required to be withheld by any governmental authority or law from the Units issued pursuant to the Award, and Units issued hereunder shall be retained by, surrendered back to or reacquired by the Company or an Affiliate as necessary in order to accomplish the foregoing, with the number of unrestricted Units to be delivered after the expiration of the Restricted Period being reduced accordingly. The number of Units to be withheld shall have a Fair Market Value equal to the amount required to be withheld as of the date that the amount is withheld. The Participant will execute such other documentation as may be necessary or appropriate to accomplish the foregoing. Prior to such withholding, in accordance with procedures established by or agreement of the Committee or the Participant's employer, the Participant may arrange to pay all applicable withholdings in cash on the due date of such withholdings. To the extent applicable law does not permit the withholding of Units, the Participant shall pay all applicable withholdings in cash on the due date of such withholdings.

(The balance of this page was intentionally left blank)

IN WITNESS WHEREOF, Magnum Management Corporation, a subsidiary of Cedar Fair, L.P., has caused this Agreement to be executed by its duly authorized officer, and the Participant has executed this Agreement in acceptance thereof.

CEDAR FAIR, L.P. 2008 OMNIBUS INCENTIVE PLAN

OPTION AWARD AGREEMENT

This Option Award Agreement (the “Agreement” ) is made pursuant to the terms and conditions of the Cedar Fair, L.P. 2008 Omnibus Incentive Plan (the “Plan” ), including (without limitation) Article VI, the provisions of which are incorporated into this Agreement by reference. Capitalized terms used herein shall have the meanings used in the Plan, unless indicated otherwise.

OPTIONEE:                                                 

DATE OF GRANT OF OPTION BY COMMITTEE:                         

NUMBER OF UNITS SUBJECT TO OPTION:                             

1. Grant of Option . On the date of grant specified above, the Committee granted Optionee an Option to purchase _____________ (_____) Units at the price set forth in and on the terms and conditions of this Agreement.

2. Option Exercise Price . The Option shall be exercisable, solely pursuant to the terms of this Agreement, at a price per Unit equal to __________________ dollars ($_______), which is one hundred percent (100%) of the Fair Market Value of one Unit on the date of grant of the Option.

3. Exercise Period . The Option may be exercised by the Optionee, in whole or in part, to the extent vested and until the Option terminates pursuant to this Agreement. The Option vests in three (3) equal annual installments, such that on the first year anniversary of the date of grant, one-third (1/3) of the Option shall be vested and exercisable; on the second year anniversary of the date of grant of the Option, two-thirds (2/3) of the Option shall be vested and exercisable; and on the third year anniversary of the date of grant the Option three thirds (3/3) or one hundred percent (100%) of the Option shall be vested and exercisable.

4. Option Term . Subject to Section 7 of this Agreement, the term of the Option shall be ten (10) years (the “ Term ”).

5. Exercise of the Option . During the Term, the Option, to the extent vested, may be exercised, in whole or in part, by delivery to the Committee of a written statement in the form attached hereto as Exhibit A , entitled “Option Exercise Form.” At the time of exercise, the Optionee shall pay such amount as is required under Section 6 herein. Upon the receipt of payment for the Units being purchased and compliance with the terms and conditions hereunder, unless the Optionee's exercise was a Cashless Exercise (as defined below), the Committee shall cause such Units to be delivered to the Optionee.

1. Payment of Option Price . At the time of exercise of the Option, the Optionee shall pay to the Committee the full Option exercise price for the Units being purchased together with an amount equal to the amount of all applicable withholding taxes. Such payment shall be made (i) in cash; or (ii) in the form of such other consideration as may be approved by the Committee, to the extent permitted by applicable law and pursuant to any Committee procedures, which may, without limitation, consist of the Optionee's paying the exercise price and all applicable withholding taxes with respect to such exercise by receiving a reduced number of Units from the Committee or by the Optionee's assignment of proceeds of a sale (net of expenses of sale, including commissions) with respect to some or all of the Units being acquired upon the exercise of the Option (a “ Cashless Exercise ”).

2. Non-Transferability of Options; Termination of Option . The Option shall not be transferable or assignable and, during the Optionee's lifetime, shall be exercisable solely by the Optionee. The Option shall terminate upon the earlier of the ten (10) year anniversary of the date of grant or the date that is thirty (30) days after the Optionee's Separation from Service for any reason, whether voluntarily or involuntarily. Temporary interruptions in employment caused by sickness or approved leaves of absence shall not constitute a Separation from Service for purposes of this Agreement.

3. No Deferral Feature . Notwithstanding any other term of this Agreement, no Option shall have any feature that would allow for the deferral of compensation (within the meaning of Section 409A) other than the deferral of recognition of gain until the later of the exercise or disposition of the Option or the Units acquired pursuant to the exercise of the Option first becomes substantially vested (as defined in Treasury Regulation Section 1.83-3(b)).

4. Headings . The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to be part hereof.

5. Counterparts . This Agreement may be executed in multiple counterparts; each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

6. Code Section 409A . The parties intend that the Option granted and exercisable under this Agreement be granted and exercised in compliance with Section 409A, such that there are no adverse tax consequences, interest, or penalties as a result of the grant or exercise of the Option. The parties agree to modify this Agreement, including, without limitation, the timing of the exercise of the Option to the extent necessary to comply with Section 409A. Although the intent of this Agreement is to avoid the imposition of taxation, penalties, and/or interest under Section 409A, tax treatment of the grant, vesting, exercise, or non-exercise of the Option under this Agreement is not warranted or guaranteed. Neither the Company, nor the Board of Directors of the Company, nor any Affiliate or delegatee shall be liable for any taxes, penalties, interest, or other monetary amounts owed by the Optionee as a result of this Agreement or as a result of the Committee's administration of this Agreement.

7. Acceleration . Except to the extent permitted under Section 409A (including under Article XIII of the Plan), no acceleration of the time of exercise of the Option shall be permitted.

********

(Remainder of page intentionally left blank.)

IN WITNESS WHEREOF, Magnum Management Corporation, a subsidiary of Cedar Fair, L.P., has caused this Agreement to be executed by its duly authorized officer, and the Optionee has executed this Agreement in acceptance thereof.

I hereby elect a Cashless Exercise as described in the Agreement. (Please check box if electing a Cashless Exercise. I further understand that I must enter into an irrevocable agreement with Cedar Fair L.P.'s designated broker.)

Date of Exercise              Signature:     

Please type or print legibly your name, as you want it to appear on the Company's ownership records, your address and your Social Security number in the space provided below.

Name:         

Address:         

(Street)

        

(City)              (State)      (Zip Code)

Social Security Number: _____________

CEDAR FAIR, L.P. 2008 OMNIBUS INCENTIVE PLAN

PERFORMANCE AWARD AGREEMENT

This Performance Award Agreement (“ Agreement ”) is made pursuant to the terms and conditions of the Cedar Fair, L.P. 2008 Omnibus Incentive Plan (the “ Plan ”), including (without limitation) Article IX, the provisions of which are incorporated into this Agreement by reference. Capitalized terms used herein shall have the meanings used in the Plan, unless indicated otherwise.

PERFORMANCE OBJECTIVES: As specified on Exhibit A

EMPLOYMENT REQUIREMENT: Continuous employment with the Company or an Affiliate through the Payment Date, as specified in Section 2 below.

1. Performance Award in General . Participant shall be eligible to receive up to _____% of the target number of potential Performance Units specified above for the Performance Period, as determined and adjusted pursuant to Exhibit A; provided that (i) the number of Performance Units to be paid will depend on the level of attainment of the performance objectives set forth on Exhibit A as determined by the Committee following the end of the Performance Period, and (ii) Participant must remain in the continuous employment with the Company or an Affiliate through the Payment Date as defined in and subject to Section 2 of this Agreement.

2. Payment Date . If the performance objectives set forth on Exhibit A are achieved during the Performance Period, any Performance Units that become payable under Section 1 plus Distribution Equivalents on such number of Performance Units that become payable, if and to the extent the Company makes distributions on its Units after the grant date and prior to payment of the Performance Units, shall be paid in a lump sum in Units or a combination of cash and Units (measured using the Fair Market Value of Units on March ____, _________ for the Performance Units, and measured by reference to the original distribution date(s) for Distribution Equivalents)) in the first ninety (90) days of _______; provided that any payment to a Specified Employee upon a Separation from Service (including Retirement) shall only be paid in accordance with Section 9.6 of the Plan (the actual date of payment is referred to herein as the “ Payment Date ”); and provided, further, that the Participant must be continuously employed by

the Company or an Affiliate throughout the Performance Period and from the last day of the Performance Period through the Payment Date or will forfeit his entire Performance Award, except as described in the following paragraph or as provided in Section 13.1 of the Plan.

If the performance objectives set forth on Exhibit A are achieved and the Participant dies or incurs a Separation from Service due to Disability prior to the Payment Date specified in the preceding paragraph, the Participant (or the Participant's estate) shall receive payments on the Payment Date as provided in the preceding paragraph as if the Participant were employed by the Company or an Affiliate on the relevant Payment Date; provided, however, that any such payments will be prorated as of the date of death or Separation of Service due to Disability if the death or Separation of Service due to Disability occurs during the Performance Period. If the performance objectives set forth on Exhibit A are achieved and the Participant Retires (and incurs a Separation from Service) prior to the Payment Date, the Performance Award shall be paid on the Payment Date as provided in the preceding paragraph (including that any payment to a Specified Employee upon a Separation from Service (including Retirement) shall only be paid after a six- (6-) month period following such Participant's Separation from Service); provided, however, that any such payments will be prorated as of the date of Separation of Service due to Retirement if the Separation of Service due to Retirement occurs during the Performance Period.

Except as permitted by Section 409A (including Section 13.1(c) of the Plan), no payment shall be accelerated. If the Performance Award becomes payable under Section 13.1(c) of the Plan, payment will be at the target number of potential Performance Units.

********

(The balance of this page was intentionally left blank)

IN WITNESS WHEREOF, Magnum Management Corporation, a subsidiary of Cedar Fair, L.P., has caused this Agreement to be executed by its duly authorized officer and the Participant has executed this Agreement as of the day and year below written.