Ares Management Corp (Form: S-8, Received: 07/13/2023 16:20:02)

As filed with the Securities and Exchange Commission on July 13, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Ares Management Corporation

(Exact name of Registrant as specified in its charter)

Delaware

80-0962035

(State or Other Jurisdiction
of Incorporation)

(IRS Employer
Identification No.)

2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067

(Address, including zip Code, of Principal Executive Offices)

Ares Management Corporation 2023 Equity Incentive Plan

(Full title of the plan)

Naseem Sagati Aghili

c/o Ares Management Corporation

2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067

(310) 201-4100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Philippa M. Bond, P.C.

H. Thomas Felix

Kirkland & Ellis LLP

2049 Century Park East, 37th Floor, Los Angeles, California 90067

Tel (310) 552-4200

Fax (310) 552-5900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

On April 25, 2023, the Board of Directors of Ares Management Corporation (the “Company”) approved the Ares Management Corporation 2023 Equity Incentive Plan (the “2023 Plan”), which was subsequently approved by the Company’s stockholders on June 12, 2023, and no further awards will be made under the Ares Management Corporation Third Amended and Restated 2014 Equity Incentive Plan (the “Prior Plan”). The 2023 Plan authorizes up to 69,122,318 shares of Class A common stock, par value $0.01 per share (the “Class A common stock”) that may be issued thereunder, and pursuant to the “evergreen” provision of the 2023 Plan, the total number of shares of Class A common stock subject to the 2023 Plan shall be increased on the first day of each fiscal year beginning in calendar year 2024 by a number of shares of Class A common stock pursuant to a specified formula.

The purpose of this Registration Statement on Form S-8 (“Registration Statement”) is to register 36,677,376 shares of Class A common stock for issuance under the 2023 Plan (the “Newly Registered Shares”).

The Company filed a Post-Effective Amendment No. 1 to (i) the Registration Statement on Form S-8 (File No. 333-195627) filed with the Securities and Exchange Commission (the “Commission”) on May 1, 2014, (ii) the Registration Statement on Form S-8 (File No. 333-202901) filed with the Commission on March 20, 2015, (iii) the Registration Statement on Form S-8 (File No. 333-218063) filed with the Commission on May 17, 2017, (iv) the Registration Statement on Form S-8 (File No. 333-225271) filed with the Commission on May 30, 2018 and a post-effective amendment to such Registration Statement (File No. 333-225271) filed with the Commission on November 26,

2018, (v) the Registration Statement on Form S-8 (File No. 333-233394) filed with the Commission on August 21, 2019, (vi) the Registration Statement on Form S-8 (File No. 333-246350) filed with the Commission on August 14, 2020, (vii) the Registration Statement on Form S-8 (File No. 333-258777) filed with the Commission on August 13, 2021 and (viii) the Registration Statement on Form S-8 (File No. 333-266785) filed with the Commission on August 11, 2022 (collectively, the “Prior Registration Statements”), on July 13, 2023 to register 32,444,942 shares of Class A common stock (the “Prior Plan Registered Shares”) that were previously registered under the Prior Registration Statements under the Prior Plan pursuant to the 2023 Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of the Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the 2023 Plan covered by this Registration Statement as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) by the Company pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:

(a) The Company’s Annual Report on Form 10-K (File No. 001-36429) for the fiscal year ended December 31, 2022, filed on February 24, 2023.

(b) The Company’s Quarterly Report on Form 10-Q (File No. 001-36429) for the quarterly period ended March 31, 2023, filed on May 8, 2023.

(c) Item 5.02 of the Company’s Current Report on Form 8-K (File No. 001-36429) filed with the Commission on January 5, 2023; the Company’s Current Report on Form 8-K (File No. 001-36429) filed with the Commission on February 28, 2023; and the Company’s Current Report on Form 8-K (File No. 001-36429) filed with the Commission on June 15, 2023.

(d) The description of the Company’s Class A common stock, par value $0.01 per share (the “Class A common stock”), contained in Exhibit 4.1 to the Company’s Annual Report on Form 10-K (File No. 001-36429) for the fiscal year ended December 31, 2022, filed on February 24, 2023.

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effectiveness of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all offerings of securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents (other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise therein).

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The validity of the Class A common stock will be passed upon for us by Kirkland & Ellis LLP, Los Angeles, California. An investment vehicle comprised of certain partners of Kirkland & Ellis LLP and their related persons owns interests representing less than 1% of the capital commitments of funds affiliated with the Company.

Item 6. Indemnification of Directors and Officers.

Section 102(b)(7) of the Delaware General Corporate Law (the “DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL (“Section 145”) provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner they reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that their conduct was illegal. A Delaware corporation may indemnify any persons who are, were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner they reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify them against the expenses which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against them and incurred by them in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify them under Section 145.

The Company’s Second Amended and Restated Certificate of Incorporation provides that in most circumstances the Company will indemnify the following persons on an after tax basis, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal, and including appeals, in which any indemnitee may be involved (“Proceedings”), or is threatened to be involved, as a party or otherwise, by reason of its status as an indemnitee, whether arising from acts or omissions to act occurring on, before or after the date of the Company’s Second Amended and Restated Certificate of Incorporation: (a) each member of the Company’s board of directors and each of the Company’s officers, (b) each record holder of Class B common stock, (c) Ares Management GP LLC (the “Former General Partner”), (d) any person or entity who is or was a tax matters partner or partnership representative, member, manager, officer or director of any record holder of Class B common stock or the Former General Partner; (e) any member, manager, officer or director of any record holder of Class B common stock or the Former General Partner who is or was serving at the request of any record holder of Class B common stock or the Former General Partner as a director, officer, manager, employee, trustee, fiduciary, partner, tax matters partner, partnership representative, member, representative, agent or advisor of another person or entity; provided that such person or entity will not be indemnified solely for providing, on a fee-for-services basis or similar arm’s-length compensatory basis, agency, advisory, consulting, trustee, fiduciary or custodial services, (f) any person or entity who controls any record holder of Class B common stock or the Former General Partner and (g) any person a record holder of Class B common stock, in its sole discretion, designates as an indemnitee.

The Company agrees to provide this indemnification (i) unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that these persons acted in bad faith or with criminal intent or (ii) in connection with any Proceeding (or part thereof) commenced by such person or entity unless (x) the commencement of such Proceeding (or part thereof) by such person or entity was authorized by the board of directors or (y) there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that such person or entity was entitled to indemnification pursuant to the Company’s Second Amended and Restated Certificate of Incorporation. Any indemnification under these provisions will only be out of the Company’s assets. The Former General Partner is not personally liable for, and does not have any obligation to contribute or loan funds or assets to the Company to enable it to effectuate, indemnification. The Company may purchase insurance against liabilities asserted against and expenses incurred by persons for the Company’s activities, regardless of whether the Company would have the power to indemnify the person against liabilities under the Company’s Second Amended and Restated Certificate of Incorporation.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed as part of this Registration Statement:


Exhibit No.						Exhibit Document
3.1						Second Amended and Restated Certificate of Incorporation of Ares Management Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 001-36429) filed with the Commission on November 5, 2021).
3 .2						Bylaws of Ares Management Corporation (incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K (File No. 001-36429) filed with the Commission on November 15, 2018).
5.1*						Opinion of Kirkland & Ellis LLP.
10.1						Third Amended & Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36429) filed with the SEC on February 28, 2022).
10.2						Ares Management Corporation 2023 Equity Incentive Plan (incorporated herein by reference to Annex B to the Company’s Definitive Proxy Statement (File No. 001-36429) filed with the Commission on April 28, 2023.
10.3*						Form of Restricted Unit Agreement under the 2023 Equity Incentive Plan.
10.4*						Form of Deferred Restricted Unit Agreement under the 2023 Equity Incentive Plan.
10.5*						Form of Director Restricted Unit Agreement under the 2023 Equity Incentive Plan.
10.6*						Form of Executive Officer Time-Based Restricted Unit Agreement under the 2023 Equity Incentive Plan.
10.7*						Form of Executive Officer Performance-Based Restricted Unit Agreement under the 2023 Equity Incentive Plan.
23.1*						Consent of Ernst & Young LLP.
23.2*						Consent of Kirkland & Ellis LLP (included as part of Exhibit 5.1).
24.1*						Power of Attorney (included on the signature page to this Registration Statement).
107*						Filing Fee Table.

*Filed herewith.

Item 9. Undertakings.

(a) The undersigned hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions described under Item 9 above, or otherwise, the Company has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on July 13, 2023.


ARES MANAGEMENT CORPORATION


	By:	/s/ Jarrod Phillips
	Name:	Jarrod Phillips
	Title:	Chief Financial Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Each person whose signature appears below in so signing also makes, constitutes and appoints Naseem Sagati Aghili and Jarrod Phillips, and each of them acting alone, such person’s true and lawful attorney-in-fact, with full power of substitution, for such person in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and otherwise to this Registration Statement, with exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or such person’s substitute or substitutes may do or cause to be done by virtue hereof.

Signatures

Title

Date

By:

/s/ Antony P. Ressler

Executive Chairman & Co-Founder

July 13, 2023

Antony P. Ressler

By:

/s/ Jarrod Phillips

Chief Financial Officer (Principal Financial & Accounting Officer)

July 13, 2023

Jarrod Phillips

By:

/s/ Michael J Arougheti

Director, Co-Founder, Chief Executive Officer & President (Principal Executive Officer)

July 13, 2023

Michael J Arougheti

By:

/s/ David B. Kaplan

Director & Co-Founder

July 13, 2023

David B. Kaplan

By:

/s/ Bennett Rosenthal

Director, Co-Founder & Chairman of Private Equity Group

July 13, 2023

Bennett Rosenthal

By:

/s/ R. Kipp deVeer

Director & Head of Credit Group

July 13, 2023

R. Kipp deVeer

By:

/s/ Ashish Bhutani

Director

July 13, 2023

Ashish Bhutani

By:

/s/ Antoinette Bush

Director

July 13, 2023

Antoinette Bush

By:

/s/ Paul G. Joubert

Director

July 13, 2023

Paul G. Joubert

By:

/s/ Michael Lynton

Director

July 13, 2023

Michael Lynton

By:

/s/ Eileen Naughton

Director

July 13, 2023

Eileen Naughton

By:

/s/ Dr. Judy D. Olian

Director

July 13, 2023

Dr. Judy D. Olian

Exhibit 5.1



			2049 Century Park East Los Angeles, CA 90067 United States +1 310 552 4200 www.kirkland.com

July 13, 2023

Ares Management Corporation

2000 Avenue of the Stars

12th Floor

Los Angeles, CA 90067

Re: Ares Management Corporation 2023 Equity Incentive Plan

Ladies and Gentlemen:

We are acting as counsel to Ares Management Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), of a registration statement on Form S-8 (the “Registration Statement”), relating to the registration of 36,677,376 shares of Class A common stock, par value $0.01 per share, of the Company (the “Common Shares”), that may be issued by the Company pursuant to the Ares Management Corporation 2023 Equity Incentive Plan (the “Plan”). The Common Shares are to be issued by the Company upon grant, vesting or exercise of certain share-based awards (the “Awards”) granted and to be granted pursuant to the Plan.

As such counsel, we have participated in the preparation of the Registration Statement and have examined originals or copies of such documents, corporate records and other instruments as we have deemed relevant, including, without limitation: (i) the certificate of incorporation of the Company; (ii) the bylaws of the Company; (iii) the resolutions of the Board of Directors of the Company; and (iv) the Registration Statement, together with the exhibits filed as a part thereof.

We have made such examination of law as we have deemed necessary or advisable to express the opinion contained herein. As to matters of fact relevant to this opinion, we have relied upon, and assumed without independent verification, the accuracy of certificates of public officials and officers of the Company. We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of such copies.


Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Munich New York Paris Shanghai Washington, D.C.

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions expressed herein, we are of the opinion that, assuming no change in the applicable law or pertinent facts, the Common Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the Awards and the Plan, including payment of any applicable exercise price therefor, will be validly issued, and holders of the Common Shares will have no obligation to make payments or contributions to the Company or its creditors solely by reason of their ownership of the Common Shares.

This opinion is based upon and expressly limited in all respects to the Delaware General Corporation Law, as in effect on the date hereof, and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto, or to the effect, of the laws of any other jurisdiction or as to matters of local law or the laws of local governmental departments or agencies within the State of Delaware. The reference and limitation to the “Delaware General Corporation Law” includes all applicable Delaware statutory provisions of law and reported judicial decisions interpreting these laws.

This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters. This opinion is rendered as of the date hereof, and we disclaim any obligation to advise you of any changes in applicable law or any other facts, circumstances, events, developments or other matters that may come to our attention after the date hereof that may alter, affect or modify the opinion expressed herein.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Sincerely,

/s/ Kirkland & Ellis LLP

Exhibit 10.3

RESTRICTED UNIT AGREEMENT PURSUANT TO THE
ARES MANAGEMENT CORPORATION

2023 EQUITY INCENTIVE PLAN

THIS AGREEMENT (the “Agreement”) is entered into as of [_____] (the “Grant Date”), by and between Ares Management Corporation, a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management Corporation 2023 Equity Incentive Plan (the “Plan”).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Plan, a copy of which has been delivered to the Participant, which is administered by the Committee;

WHEREAS, pursuant to Article VII of the Plan, the Committee may grant Other Share-Based Awards to Service Providers under the Plan, including restricted units that represent the right to receive Common Shares; and

WHEREAS, the Participant is a Service Provider under the Plan.

NOW, THEREFORE, the parties agree as follows:

1. Grant of Restricted Units.

Subject to the restrictions and other conditions set forth herein, the Committee hereby grants to the Participant the right to receive Common Shares (the “Restricted Units”) as of the Grant Date. Each Restricted Unit is an Other Share-Based Award under the Plan that represents an unfunded, unsecured right of the Participant to receive a Common Share on the Vesting Date[s] specified in Section 2 herein. [The Participant agrees to execute, on or before [_____], the fair competition agreement (the “FCA”) between the Participant and the Company (or another entity designated by the Committee) in the form provided to the Participant in connection with this grant, and if the Participant does not execute the FCA prior to such date, all Restricted Units shall be forfeited on such date without compensation.]

2. Vesting and Payment.

(a) The Restricted Units shall vest in [_____] equal installments on each of the first [_____] anniversar[y][ies] of the Grant Date (the “Vesting Dates”); provided that the Participant has not had a Termination prior to the applicable Vesting Date. There shall be no proportionate or partial vesting in the periods prior to each Vesting Date. Except as expressly provided in Sections 2(b), or 2(c) or 2(d), all unvested Restricted Units will be forfeited without compensation on the Participant’s Termination for any reason.

(b) If the Participant incurs a Termination by the Company on account of the Participant’s Disability, 50% of the Restricted Units outstanding and unvested as of the effective date of such Termination shall vest on such Termination, which shall be a Vesting Date. Notwithstanding the foregoing, the Restricted Units that vested pursuant to this Section 2(b) (as well as any Dividend Equivalent Payments with respect to such Restricted Units arising

following the Participant’s Termination) shall be immediately forfeited without compensation if: (i) the Participant does not execute a separation and release agreement in a form provided by the Company (a “Separation Agreement”) within 10 business days following the Participant’s Termination date (or such other consideration period permitted by the Separation Agreement) or (ii) the Participant revokes, or purports to revoke, such Separation Agreement.

(c) If the Participant incurs a Termination by the Company on account of the Participant’s death, 50% of the Restricted Units outstanding and unvested as of the effective date of such Termination shall vest on such Termination. The remaining outstanding and unvested Restricted Units shall remain outstanding for 30 days following the Participant’s Termination date, and during such time the Committee may, in its sole discretion, determine to accelerate the vesting or all or a portion of such Restricted Units. If the Committee does not accelerate the vesting of any such outstanding and unvested Restricted Units, then such Restricted Units (as well as any Dividend Equivalent Payments with respect to such Restricted Units arising following the Participant’s Termination) shall be immediately forfeited without compensation as of the 30-day anniversary of the Participant’s Termination date. The date on which any Restricted Unit becomes vested pursuant to this Section 2(c) shall be the Vesting Date for such Restricted Unit.

(d) If at a time when the Participant’s corporate title with an operating Affiliate or administrative subsidiary of the Company (as determined by the Company) is a “Partner” and the Participant incurs a Termination by the Company without Cause, any Restricted Units that are outstanding and unvested as of such Termination and that are scheduled to vest on or prior to the twelve (12) month anniversary of such Termination shall vest on such Termination, which shall be a Vesting Date. Notwithstanding the foregoing, the Restricted Units that vested pursuant to this Section 2(c) (as well as any Dividend Equivalent Payments with respect to such Restricted Units arising following the Participant’s Termination) shall be immediately forfeited without compensation if: (i) the Participant does not execute a Separation Agreement within 10 business days following the Participant’s Termination date (or such other consideration period permitted by the Separation Agreement) or (ii) the Participant revokes, or purports to revoke, such Separation Agreement.

(e) The Company shall, on or within 60 days following a Vesting Date (but in all events prior to March 15th of the calendar year following the calendar year in which the applicable Vesting Date occurs) with respect to any Restricted Unit, deliver (or cause to be delivered) to the Participant one Common Share with respect to each vested and outstanding Restricted Unit, as settlement of such Restricted Unit and each such Restricted Unit shall thereafter be cancelled.

3. Dividend Equivalents.

Payments with respect to the Restricted Units. In no event shall a Dividend Equivalent Payment be made that would result in the Participant receiving both the Dividend Equivalent Payment and the actual dividend with respect to a Restricted Unit and the corresponding Common Share.

4. Restricted Unit Transfer Restrictions.

Unless otherwise determined by the Committee, Restricted Units may not be Transferred by the Participant other than by will or by the laws of descent and distribution, and any other purported Transfer shall be void and unenforceable against the Company and its Affiliates.

5. Change in Control.

The Restricted Units shall not accelerate and vest upon a Change in Control unless otherwise determined by the Committee. The provisions in the Plan regarding a Change in Control shall apply to the Restricted Units.

6. Rights as a Stockholder.

The Participant shall have no rights as a stockholder with respect to Common Shares covered by Restricted Units.

7. Provisions of Plan Control.

8. Notices.

All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:

(a) Unless otherwise specified by the Company in a notice delivered by the Company in accordance with this section, any notice required to be delivered to the Company shall be properly delivered if delivered to:

Ares Management Corporation
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA 90067
Attention: General Counsel

(b) If to the Participant, to the address on file with the Company.

Any notice, demand or request, if made in accordance with this section shall be deemed to have been duly given: (i) when delivered in person; (ii) three days after being sent by United States mail, or foreign equivalent; or (iii) on the first business day following the date of deposit if delivered by a nationally or internationally recognized overnight delivery service.

9. No Right to Employment or Services.

This Agreement is not an agreement of employment or services. None of this Agreement, the Plan or the grant of Restricted Units shall (a) obligate the Company to employ or otherwise retain, or to continue to employ or otherwise retain, the Participant for any specific time period or (b) modify or limit in any respect the Company’s or its Affiliates’ right to terminate or modify the Participant’s employment, services or compensation.

10. Transfer of Personal Data.

The Participant authorizes, agrees and unambiguously consents to the transmission by the Company of any personal data information related to the Restricted Units awarded under this Agreement, for legitimate business purposes (including, without limitation, the administration of the Plan) out of the Participant’s home country and including to countries with less data protection than the data protection provided by the Participant’s home country. This authorization/consent is freely given by the Participant.

11. Withholding.

The Participant hereby authorizes the Company, or an Affiliate thereof to which the Participant provides services, to satisfy applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (“Tax-Related Items”), with respect to any issuance, transfer, or other taxable event under this Agreement or the Plan by withholding from the proceeds of the sale of Common Shares acquired upon settlement of the Restricted Units either through a voluntary sale authorized by the Company or through a mandatory sale arranged by the Company or any of its Affiliates on the Participant’s behalf pursuant to this authorization, to cover the amount of such Tax-Related Items. The Participant further authorizes the Company or the applicable Affiliate to take such action as may be necessary in the opinion of the Company or the applicable Affiliate to withhold from any compensation or other amount owing to the Participant to satisfy all obligations for the payment of such Tax-Related Items. Without limiting the foregoing, the Committee may, from time to time, permit the Participant to make arrangements prior to any Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Committee prior to the applicable Vesting Date, including by cash, check, bank draft or money order. The Participant acknowledges that, regardless of any action taken by the Company or any of its Affiliates the ultimate liability for all Tax-Related Items, is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Company may refuse to issue or deliver the Common Shares or the proceeds from the sale of Common Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

12. Dispute Resolution.

to the Participant’s employment or service with the Company or, if none, (iii) by final, binding and confidential arbitration in [Los Angeles, California][New York, New York], before one arbitrator, conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (“JAMS”), or its successor. If disputes are settled pursuant to prong (iii) of this Section 12, Section 12(b) shall apply.

(b) Disputes shall be resolved in accordance with the Federal Arbitration Act, 9 U.S.C. §§1–16, and JAMS’ Employment Arbitration Rules and Procedures then in effect. The arbitrator will have the same, but no greater, remedial authority than would a court of law and shall issue a written decision including the arbitrator’s essential findings and conclusions and a statement of the award. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. This agreement to resolve any disputes by binding arbitration extends to claims by or against the Company or any of its Affiliates or any of their respective past or present representatives and applies to claims arising out of federal, state and local laws, including claims of alleged discrimination on any basis, as well as to claims arising under the common law. The prevailing party in any such arbitration proceeding, as determined by the arbitrator, or in any proceeding to enforce the arbitration award, will be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including the arbitrator’s compensation), expenses and attorneys’ fees. If no party entirely prevails in such arbitration or proceeding, the arbitrator or court shall apportion an award of such fees based on the relative success of each party. In the event of a conflict between this provision and any provision in the applicable rules of JAMS, the provisions of this Agreement will prevail.

13. Section 409A.

The Restricted Units are intended to comply with or be exempt from the applicable requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent; provided, that the Company does not guarantee to the Participant any particular tax treatment of the Restricted Units. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A or any damages for failing to comply with Section 409A. Dividend Equivalent Payments shall be treated separately from the Restricted Units and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A.

14. Miscellaneous.

(a) Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

(b) Governing Law. All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws.

(c) Counterparts; Electronic Acceptance. This Agreement may be executed in one or more counterparts (including by facsimile or electronic transmission), all of which taken together shall constitute one contract. Alternatively, this Agreement may be granted to and accepted by the Participant electronically.

(d) Interpretation. Unless a clear contrary intention appears: (i) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (iii) any pronoun shall include the corresponding masculine, feminine and neuter forms; (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (v) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (vi) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof; (vii) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (viii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (ix) “or” is used in the inclusive sense of “and/or”; (x) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (xi) reference to dollars or $ shall be deemed to refer to U.S. dollars.

(e) No Strict Construction. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

(f) Waiver. The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

15. Language.

If the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

16. Clawback.

the Board from time to time, all shares of Common Shares issued or any benefits received hereunder shall be subject to clawback, rescission, payback, reduction, forfeiture, repurchase, recoupment, cancellation, remuneration adjustment and/or other similar action to the extent necessary to comply with any such law(s) and/or policy of the Company or any of the Company’s Affiliates. The Participant’s acceptance of an Award will constitute: (i) the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of any applicable Company, or any of the Company’s Affiliate’s, clawback or similar policy that may apply to the Participant, whether adopted before or after the date of grant, and any applicable law relating to clawback, rescission, payback, reduction, forfeiture, repurchase, recoupment, cancellation, remuneration adjustment and/or other similar action of compensation, and (ii) the Participant’s agreement that the Company may take any actions that may be necessary to effectuate any such policy or applicable law without further consideration or action.

17. NO ACQUIRED RIGHTS.

THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT: (A) THE COMPANY MAY TERMINATE OR AMEND THE PLAN AT ANY TIME; (B) THE AWARD OF RESTRICTED UNITS MADE UNDER THIS AGREEMENT IS COMPLETELY INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY; (C) NO PAST GRANTS OR AWARDS (INCLUDING THE RESTRICTED UNITS AWARDED HEREUNDER) GIVE THE PARTICIPANT ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER; (D) THE PLAN AND THIS AGREEMENT DO NOT FORM PART OF THE TERMS OF THE PARTICIPANT’S EMPLOYMENT; AND (E) BY PARTICIPATING IN THE PLAN AND RECEIVING AN AWARD PURSUANT TO THIS AGREEMENT, THE PARTICIPANT WAIVES ALL RIGHTS TO COMPENSATION FOR ANY LOSS IN RELATION TO THE PLAN OR THIS AGREEMENT, INCLUDING ANY LOSS OF RIGHTS IN ANY CIRCUMSTANCES INCLUDING TERMINATION OF EMPLOYMENT.

[Remainder of This Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.


			ARES MANAGEMENT CORPORATION



			By:
			Name:
			Title:



Participant Name:

Signature Page to Form of Restricted Unit Agreement

Exhibit 10.4

RESTRICTED UNIT AGREEMENT PURSUANT TO THE
ARES MANAGEMENT CORPORATION

2023 EQUITY INCENTIVE PLAN

THIS AGREEMENT (the “Agreement”) is entered into as of [____] (the “Grant Date”), by and between Ares Management Corporation, a Delaware corporation (the “Company”), and [____] (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management Corporation 2023 Equity Incentive Plan (the “Plan”).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Plan, a copy of which has been delivered to the Participant, which is administered by the Committee;

WHEREAS, the Participant is a Service Provider under the Plan.

NOW, THEREFORE, the parties agree as follows:

1. Grant of Restricted Units.

2. Vesting and Payment.

(a) The Restricted Units shall vest in [____] equal installments on each of the first [____] anniversar[y][ies] of the Grant Date (the “[Delivery] [Vesting] Dates”); provided that the Participant has not had a Termination prior to the applicable [Delivery] [Vesting] Date. There shall be no proportionate or partial vesting in the periods prior to each [Delivery][Vesting] Date. Except as expressly provided in Section 2(b), all unvested Restricted Units will be forfeited without compensation on the Participant’s Termination for any reason.

(b) If the Participant incurs a Termination (i) by the Company without Cause, (ii) on account of the Participant’s death or Disability, (iii) by the Participant as a retirement after the Participant has attained age 65 (a “Retirement”) or (iv) by the Participant as an early retirement at a time when (x) the Participant has at least five years of service to the Company and/or its Affiliates and (y) the Participant’s age plus such years of service equals at least 65 (an “Early Retirement”), then the Restricted Units outstanding and unvested as of the effective date of such Termination shall vest on (x) the date of such Termination with respect to any such Termination other than Termination due to death or (y) the date that is thirty (30) days following the date of such Termination[, which, in either case, shall be a Vesting Date.] [and shall be paid in equal installments on the remaining Delivery Dates. Notwithstanding the foregoing, if at any time the Participant breaches any agreement with the Company or its Affiliates, in each case, as

determined by the Committee in its sole discretion, all vested and unvested Restricted Units will be forfeited by the Participant without compensation. Notwithstanding the foregoing, except if the Participant’s Termination by the Company is on account of the Participant’s Disability, the Restricted Units that vested pursuant to this Section 2(b) (as well as any Dividend Equivalent Payments with respect to such Restricted Units arising following the Participant’s Termination) shall be immediately forfeited without compensation if: (i) the Participant does not execute a separation and release agreement in a form provided by the Company (a “Separation Agreement”) within 10 business days following the Participant’s Termination date (or such other consideration period permitted by the Separation Agreement) or (ii) the Participant revokes, or purports to revoke, such Separation Agreement.

(c) The Company shall, on or within 60 days following a [Delivery] [Vesting] Date, deliver (or cause to be delivered) to the Participant one Common Share with respect to each vested and outstanding Restricted Unit payable on such [Delivery] [Vesting] Date, as settlement of such Restricted Unit and each such Restricted Unit shall thereafter be cancelled. If a [Delivery] [Vesting] Date falls within the maximum period during which the Participant may consider and, if applicable, revoke a Separation Agreement and such period spans two calendar years, then settlement of such Restricted Unit shall not occur until the second calendar year.

3. Dividend Equivalents.

With respect to ordinary cash dividends in respect of Common Shares covered by any outstanding Restricted Units, the Participant will have the right to receive an amount in cash equal to (a) the amount of any ordinary cash dividend paid with respect to a Common Share, multiplied by (b) the number of Common Shares covered by such Restricted Units, payable at the time such dividend is paid to holders of Common Shares generally (a “Dividend Equivalent Payment”). Notwithstanding the foregoing, the Company may, in its sole discretion, determine from time to time that the Participant is no longer eligible to receive Dividend Equivalent Payments with respect to the Restricted Units. In no event shall a Dividend Equivalent Payment be made that would result in the Participant receiving both the Dividend Equivalent Payment and the actual dividend with respect to a Restricted Unit and the corresponding Common Share.

4. Restricted Unit Transfer Restrictions.

5. Change in Control.

6. Rights as a Stockholder.

The Participant shall have no rights as a stockholder with respect to Common Shares covered by Restricted Units.

7. Provisions of Plan Control.

8. Notices.

All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:

Ares Management Corporation
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA 90067
Attention: General Counsel

(b) If to the Participant, to the address on file with the Company.

9. No Right to Employment or Services.

10. Transfer of Personal Data.

11. Withholding.

Restricted Units either through a voluntary sale authorized by the Company or through a mandatory sale arranged by the Company or any of its Affiliates on the Participant’s behalf pursuant to this authorization, to cover the amount of such Tax-Related Items. The Participant further authorizes the Company or the applicable Affiliate to take such action as may be necessary in the opinion of the Company or the applicable Affiliate to withhold from any compensation or other amount owing to the Participant to satisfy all obligations for the payment of such Tax-Related Items. Without limiting the foregoing, the Committee may, from time to time, permit the Participant to make arrangements prior to any [Delivery] [Vesting] Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Committee prior to the applicable [Delivery] [Vesting] Date, including by cash, check, bank draft or money order. The Participant acknowledges that, regardless of any action taken by the Company or any of its Affiliates the ultimate liability for all Tax-Related Items, is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Company may refuse to issue or deliver the Common Shares or the proceeds from the sale of Common Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

12. Dispute Resolution.

(a) The exclusive remedy for determining any and all disputes, claims or causes of action, in law or equity, arising out of or related to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof will, to the fullest extent permitted by law, be determined by: (i) the dispute resolution provisions in any employment, consulting agreement, or similar agreement, between the Company or any of its Affiliates and the Participant or, if none, (ii) the Company’s or any of its Affiliates’ mandatory dispute resolution procedures as may be in effect from time to time with respect to matters arising out of or relating to the Participant’s employment or service with the Company or, if none, (iii) by final, binding and confidential arbitration in [Los Angeles, California][New York, New York], before one arbitrator, conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (“JAMS”), or its successor. If disputes are settled pursuant to prong (iii) of this Section 12, Section 12(b) shall apply.

fees based on the relative success of each party. In the event of a conflict between this provision and any provision in the applicable rules of JAMS, the provisions of this Agreement will prevail.

13. Section 409A.

14. Miscellaneous.

(a) Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

in the inclusive sense of “and/or”; (x) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (xi) reference to dollars or $ shall be deemed to refer to U.S. dollars.

15. Language.

16. Clawback.

Notwithstanding any provision in this Agreement or the Plan to the contrary, to the extent required by (a) any applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any SEC rule or any applicable securities exchange listing standards, and/or (b) any policy that may be adopted or amended by the Board from time to time, all shares of Common Shares issued or any benefits received hereunder shall be subject to clawback, rescission, payback, reduction, forfeiture, repurchase, recoupment, cancellation, remuneration adjustment and/or other similar action to the extent necessary to comply with any such law(s) and/or policy of the Company or any of the Company’s Affiliates. The Participant’s acceptance of an Award will constitute: (i) the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of any applicable Company, or any of the Company’s Affiliate’s, clawback or similar policy that may apply to the Participant, whether adopted before or after the date of grant, and any applicable law relating to clawback, rescission, payback, reduction, forfeiture, repurchase, recoupment, cancellation, remuneration adjustment and/or other similar action of compensation, and (ii) the Participant’s agreement that the Company may take any actions that may be necessary to effectuate any such policy or applicable law without further consideration or action.

17. NO ACQUIRED RIGHTS.

RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER; (D) THE PLAN AND THIS AGREEMENT DO NOT FORM PART OF THE TERMS OF THE PARTICIPANT’S EMPLOYMENT; AND (E) BY PARTICIPATING IN THE PLAN AND RECEIVING AN AWARD PURSUANT TO THIS AGREEMENT, THE PARTICIPANT WAIVES ALL RIGHTS TO COMPENSATION FOR ANY LOSS IN RELATION TO THE PLAN OR THIS AGREEMENT, INCLUDING ANY LOSS OF RIGHTS IN ANY CIRCUMSTANCES INCLUDING TERMINATION OF EMPLOYMENT.

[Remainder of This Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.


			ARES MANAGEMENT CORPORATION



			By:
			Name:
			Title:



Participant Name:

Signature Page to Form of Deferred Restricted Unit Agreement

Exhibit 10.5

RESTRICTED UNIT AGREEMENT PURSUANT TO THE
ARES MANAGEMENT CORPORATION
2023 EQUITY INCENTIVE PLAN

W I T N E S S E T H:

WHEREAS, the Company has adopted the Plan, a copy of which has been delivered to the Participant, which is administered by the Committee;

WHEREAS, pursuant to Article VII of the Plan, the Committee may grant Other Share-Based Awards to Non-Employee Directors under the Plan, including restricted units that represent the right to receive Common Shares; and

WHEREAS, the Participant is a Non-Employee Director under the Plan.

NOW, THEREFORE, the parties agree as follows:

1. Grant of Restricted Units.

2. Vesting and Payment.

The Restricted Units shall vest in [____] equal installments on each of the first [____] anniversar[y][ies] of the Grant Date (the “Vesting Dates”); provided that the Participant has not had a Termination prior to the applicable Vesting Date. There shall be no proportionate or partial vesting in the periods prior to each Vesting Date. All unvested Restricted Units will be forfeited without compensation on the Participant’s Termination for any reason.

(a) The Company shall, on or within 30 days following a Vesting Date with respect to any Restricted Unit, deliver (or cause to be delivered) to the Participant one Common Share with respect to each vested and outstanding Restricted Unit, as settlement of such Restricted Unit and each such Restricted Unit shall thereafter be cancelled.

3. Dividend Equivalents.

the time such dividend is paid to holders of Common Shares generally (a “Dividend Equivalent Payment”). In no event shall a Dividend Equivalent Payment be made that would result in the Participant receiving both the Dividend Equivalent Payment and the actual dividend with respect to a Restricted Unit and the corresponding Common Share.

4. Restricted Unit Transfer Restrictions.

5. Change in Control.

6. Rights as a Stockholder.

The Participant shall have no rights as a stockholder with respect to Common Shares covered by Restricted Units.

7. Provisions of Plan Control.

8. Notices.

All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:

Ares Management Corporation
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA 90067
Attention: General Counsel

(b) If to the Participant, to the address on file with the Company.

9. No Right to Directorship.

None of this Agreement, the Plan or the grant of Restricted Units hereunder shall (a) guarantee that the Participant will serve as a director of the Company or any Affiliate for any specific time period or (b) modify or limit in any respect the Company’s or any Affiliate’s right to terminate or modify the Participant’s service or compensation.

10. Transfer of Personal Data.

11. Withholding.

The Participant hereby authorizes the Company, or an Affiliate thereof to which the Participant provides services, to satisfy applicable income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (“Tax-Related Items”), with respect to any issuance, transfer, or other taxable event under this Agreement or the Plan by withholding from the proceeds of the sale of Common Shares acquired upon settlement of the Restricted Units either through a voluntary sale authorized by the Company or through a mandatory sale arranged by the Company or any of its Affiliates on the Participant’s behalf pursuant to this authorization, to cover the amount of such Tax Related Items. The Participant further authorizes the Company or the applicable Affiliate to take such action as may be necessary in the opinion of the Company or the applicable Affiliate to withhold from any compensation or other amount owing to the Participant to satisfy all obligations for the payment of such Tax-Related Items. Without limiting the foregoing, the Committee may, from time to time, permit the Participant to make arrangements prior to any Vesting Date described herein to pay the applicable Tax-Related Items in a manner prescribed by the Committee prior to the applicable Vesting Date, including by cash, check, bank draft or money order. The Participant acknowledges that, regardless of any action taken by the Company or any of its Affiliates the ultimate liability for all Tax-Related Items, is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or any of its Affiliates. The Company may refuse to issue or deliver the Common Shares or the proceeds from the sale of Common Shares, if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

12. Dispute Resolution.

relating to the Participant’s service to the Company or, if none, (iii) by final, binding and confidential arbitration in [Los Angeles, California][New York, New York], before one arbitrator, conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (“JAMS”), or its successor. If disputes are settled pursuant to prong (iii) of this Section 12, Section 12(b) shall apply.

(b) Disputes shall be resolved in accordance with the Federal Arbitration Act, 9 U.S.C. §§1—16, and JAMS’ Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator will have the same, but no greater, remedial authority than would a court of law and shall issue a written decision including the arbitrator’s essential findings and conclusions and a statement of the award. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. This agreement to resolve any disputes by binding arbitration extends to claims by or against the Company or any of its Affiliates or any of their respective past or present representatives and applies to claims arising out of federal, state and local laws, including claims of alleged discrimination on any basis, as well as to claims arising under the common law. The prevailing party in any such arbitration proceeding, as determined by the arbitrator, or in any proceeding to enforce the arbitration award, will be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including the arbitrator’s compensation), expenses and attorneys’ fees. If no party entirely prevails in such arbitration or proceeding, the arbitrator or court shall apportion an award of such fees based on the relative success of each party. In the event of a conflict between this provision and any provision in the applicable rules of JAMS, the provisions of this Agreement will prevail.

13. Section 409A.

14. Miscellaneous.

(a) Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

(c) Counterparts; Electronic Acceptance. This Agreement may be executed in one or more counterparts (including by facsimile or electronic transmission), all of which

taken together shall constitute one contract. Alternatively, this Agreement may be granted to and accepted by the Participant electronically.

15. Language.

16. Clawback.

securities exchange listing standards, and/or (b) any policy that may be adopted or amended by the Board from time to time, all shares of Common Shares issued or any benefits received hereunder shall be subject to clawback, rescission, payback, reduction, forfeiture, repurchase, recoupment, cancellation, remuneration adjustment and/or other similar action to the extent necessary to comply with any such law(s) and/or policy of the Company or any of the Company’s Affiliates. The Participant’s acceptance of an Award will constitute: (i) the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of any applicable Company, or any of the Company’s Affiliate’s, clawback or similar policy that may apply to the Participant, whether adopted before or after the date of grant, and any applicable law relating to clawback, rescission, payback, reduction, forfeiture, repurchase, recoupment, cancellation, remuneration adjustment and/or other similar action of compensation, and (ii) the Participant’s agreement that the Company may take any actions that may be necessary to effectuate any such policy or applicable law without further consideration or action.

17. NO ACQUIRED RIGHTS.

THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT: (A) THE COMPANY MAY TERMINATE OR AMEND THE PLAN AT ANY TIME; (B) THE AWARD OF RESTRICTED UNITS MADE UNDER THIS AGREEMENT IS COMPLETELY INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY; (C) NO PAST GRANTS OR AWARDS (INCLUDING THE RESTRICTED UNITS AWARDED HEREUNDER) GIVE THE PARTICIPANT ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER; AND (D) BY PARTICIPATING IN THE PLAN AND RECEIVING AN AWARD PURSUANT TO THIS AGREEMENT, THE PARTICIPANT WAIVES ALL RIGHTS TO COMPENSATION FOR ANY LOSS IN RELATION TO THE PLAN OR THIS AGREEMENT, INCLUDING ANY LOSS OF RIGHTS IN ANY CIRCUMSTANCES.

[Remainder of This Page Intentionally Left Blank

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.


			ARES MANAGEMENT CORPORATION



			By:
			Name:
			Title:



Participant Name:

Signature Page to Form of Director Restricted Unit Agreement

Exhibit 10.6

RESTRICTED UNIT AGREEMENT PURSUANT TO THE
ARES MANAGEMENT CORPORATION
2023 EQUITY INCENTIVE PLAN

This Agreement (the “Agreement”) is entered into as of [____] (the “Grant Date”), by and between Ares Management Corporation, a Delaware corporation (the “Company”), and [____] (the “Participant”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Management Corporation 2023 Equity Incentive Plan (the “Plan”).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Plan, a copy of which has been delivered to the Participant, which is administered by the Committee;

WHEREAS, the Participant is a Service Provider under the Plan.

NOW, THEREFORE, the parties agree as follows:

1. Grant of Restricted Units.

(a) [____] Restricted Units shall be “Tranche 1 Performance Units”;

(b) [____] Restricted Units shall be “Tranche 2 Performance Units”;

Each Restricted Unit is an Other Share-Based Award under the Plan that represents an unfunded, unsecured right of the Participant to receive a Common Share on the Vesting Conditions specified in Section 2. [The Participant agrees to execute, on or before [____], the Fair Competition Agreement (the “FCA”) between the Participant and the Company (or another entity designated by the Committee) in the form provided to the Participant in connection with this grant, and if the Participant does not execute the FCA prior to such date, all Restricted Units shall be forfeited on such date without compensation.]

2. Vesting and Payment.

(a) Vesting Conditions. Except as expressly provided in Sections 2(b) and 2(c), the Restricted Units shall vest subject to the following conditions (the “Vesting Conditions”):

(i) If, over all trading days that occur during any [____] consecutive calendar day period beginning on the Grant Date and ending on [____] (the “Final Measurement Date”), the volume-weighted average price per share of the Common Shares is $[____] or more (the “Tranche 1 Performance Hurdle”) then, subject to the Participant’s continued employment or service with the Company or its Affiliates from

the Grant Date through the last calendar day of such [____]-day period (the “Tranche 1 Performance Hurdle Date”), the Tranche 1 Performance Units shall vest in full on the Tranche 1 Performance Hurdle Date. If the Tranche 1 Performance Hurdle is not attained on or before the Final Measurement Date, the Tranche 1 Performance Units shall be forfeited without payment therefor effective as of the Final Measurement Date. Except as expressly provided in Sections 2(b) and 2(c), upon the Participant’s Termination for any reason, any then-unvested Tranche 1 Performance Units will be forfeited without payment therefor effective as of the date of the Participant’s Termination.

(ii) If, over all trading days that occur during any [____] consecutive calendar day period beginning on the Grant Date and ending on the Final Measurement Date, the volume-weighted average price per share of the Common Shares is $[____] or more (the “Tranche 2 Performance Hurdle”) then, subject to the Participant’s continued employment or service with the Company or its Affiliates from the Grant Date through the last calendar day of such [____]-day period (the “Tranche 2 Performance Hurdle Date”), the Tranche 2 Performance Units shall vest in full on the Tranche 2 Performance Hurdle Date. If the Tranche 2 Performance Hurdle is not attained on or before the Final Measurement Date, the Tranche 2 Performance Units shall be forfeited without payment therefor effective as of the Final Measurement Date. Except as expressly provided in Sections 2(b) or 2(c), upon the Participant’s Termination for any reason, any then-unvested Tranche 2 Performance Units will be forfeited without payment therefor effective as of the date of the Participant’s Termination.

(i) [50]% of the Tranche 1 Performance Units outstanding and unvested as of such Acceleration Event shall remain outstanding and eligible to vest in accordance with Section 2(a)(i) through the earlier of the first anniversary of such Acceleration Event and the Final Measurement Date (the “Acceleration Event Final Measurement Date”). If the Tranche 1 Performance Hurdle is not attained on or before the Acceleration Event Final Measurement Date, such Tranche 1 Performance Units will be forfeited without payment therefor effective as of the Acceleration Event Final Measurement Date.

(ii) [50]% of the Tranche 2 Performance Units outstanding and unvested as of such Acceleration Event shall remain outstanding and eligible to vest in accordance with Section 2(a)(ii) through the Acceleration Event Final Measurement Date. If the Tranche 2 Performance Hurdle is not attained on or prior to the Acceleration Event Final Measurement Date, such Tranche 2 Performance Units will be forfeited without payment therefor effective as of the Acceleration Event Final Measurement Date.

(iii) If the Participant incurs a Termination by the Company on account of the Participant’s death, any Restricted Units which would not otherwise remain outstanding and eligible to vest pursuant to Section 2(b)(i) or 2(b)(ii) shall remain outstanding for 30 days following the Participant’s Termination date, and during such

time the Committee may, in its sole discretion, determine to accelerate the vesting or all or a portion of such Restricted Units. If the Committee does not accelerate the vesting of any such outstanding and unvested Restricted Units, then such Restricted Units shall be immediately forfeited without compensation as of the 30-day anniversary of the Participant’s Termination date.

(c) Payment. The Company shall, on or within 60 days following a Vesting Date (but in all events prior to March 15th of the calendar year following the calendar year in which the applicable Vesting Date occurs) with respect to any Restricted Unit, deliver (or cause to be delivered) to the Participant one Common Share with respect to each such vested and outstanding Restricted Unit, as settlement of such Restricted Unit and each such Restricted Unit shall thereafter be cancelled.

3. Dividend Equivalents.

The Tranche 1 Performance Units and the Tranche 2 Performance Units shall not be entitled to receive any dividends with respect to Common Shares covered by the Tranche 1 Performance Units or the Tranche 2 Performance Units.

4. Restricted Unit Transfer Restrictions.

5. Reserved.

6. Definitions.

(a) “Acceleration Event” means the Participant’s Termination by the Company without Cause or due to the Participant’s death or Disability, or the Participant’s Termination on account of the Participant’s resignation for Good Reason.

(b) “Ares Entities” means, collectively, (i) Ares Management Corporation, (ii) Ares Management GP LLC, a Delaware limited liability company, (iii) Ares Voting LLC, a Delaware limited liability company, (iv) any entity that is a subsidiary of Ares Management Corporation, and (v) any entity in which any of the foregoing directly or indirectly owns a majority interest or which any of the foregoing controls, or through which any of the foregoing directly or indirectly manages, directs or invests in a fund, investment vehicle or account, but excluding any fund, investment vehicle or account. For the avoidance of doubt, any reference in this Agreement to an Ares Entity shall include any successor entity of such Ares Entity.

(c) “Cause” means the occurrence of any of the following events or occurrences. For purposes of the definition of Cause, acts or failures to act on the Participant’s part shall be deemed “willful” if done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Ares Entities; provided, that any mistake in judgment made by the Participant in good faith on the advice of legal counsel, any activities taken or omitted by the Participant in accordance with the direction of the investment committee of any Ares Entity, or the making of an approved portfolio investment whether or not successful, in each case, shall not be deemed a willful act or failure to act on the Participant’s part for purposes of determining whether Cause exists.

Notwithstanding any other definition of “cause” (or term of similar import) in any other agreements between the Participant and any Ares Entity, the following definition of Cause shall control in all events with respect to the Restricted Units.

(i) the Participant’s failure to devote substantially all of the Participant’s working time and efforts to the business and affairs of the Ares Entities and any fund, investment vehicle or account directly or indirectly managed, directed or invested by an Ares Entity (collectively, the “Funds”) on a full-time basis, other than reasonable vacation time and personal days, in each case that do not interfere in any material respect with the Participants’ duties to the Ares Entities or to the Funds.

(ii) the Participant becoming convicted of, or pleading guilty or no contest to, a felony;

(iii) the Participant becoming subject to any order, judgment or decree (whether entered by consent or after trial or adjudication) of any court, governmental agency or regulatory authority (including, without limitation, the Securities and Exchange Commission or state securities commissions) involving a material violation of federal or state securities laws or any rules or regulations thereunder that materially censures or imposes any material sanctions on the Participant in connection with investment advisory securities related activities or that enjoins, bars, disqualifies, suspends or otherwise limits the Participant from engaging in any investment-related or securities-related activities (an “Order”);

(iv) the Participant’s dishonesty, bad faith, gross negligence, willful misconduct, fraud or willful or reckless disregard of the Participant’s duties in connection with the performance of any service for or on behalf of any Ares Entity or for or on behalf of any Fund that materially injures the reputation, business or a business relationship of any Ares Entity;

(v) the Participant’s intentional failure to comply with any lawful and written (including via email) material directive of the Board of Directors of the Company, the Executive Management Committee of the Company or any successor(s) thereto, or an investment committee of any Ares Entity;

(vi) the Participant’s (x) material violation of the Code of Ethics for any Ares Entity, or (y) taking of any improper action or the intentional omission to take any proper action, in each case, which has the effect of materially injuring the reputation, business or a business relationship of an Ares Entity;

(vii) the Participant’s violation of any material written policies adopted by any Ares Entity governing the conduct of executives performing services on behalf of such Ares Entity, which violation materially injures the reputation, business or business relationship of any Ares Entity; or

(viii) the Participant’s material breach of any material agreement entered into between the Participant and any Ares Entity (including the [Fair Competition Agreement, dated on or about [____], by and between [____] and the Participant // FCA]).

(d) “Change in Control Event” means (i) the consummation of a transaction or series of related transactions with another Person, including one or more related parties or group of Persons, other than a Permitted Holder (any such Person, a “Third Party”), resulting in (x) the sale of all or substantially all of the assets of the Company or any successor to a Third Party, (y) the sale of all or substantially all of the assets or the business activities of the Company’s direct lending group to a Third Party or (z) a Third Party obtaining majority economic and voting control of the Company or any successor, or (ii) the occurrence of a Change in Control.

(e) “Disability” means the Participant’s inability to substantially perform his essential duties with the applicable Ares Entities for a period of 90 consecutive days or for a total of 90 days (including weekends and holidays) during any 12-month period as a result of any mental or physical illness, disability, or incapacity, whether totally or partially. Any question as to the existence of the Participant’s Disability as to which the Participant and the applicable Ares Entity cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Participant and the applicable Ares Entity.

(f) “Good Reason” means any of the following events or occurrences, in each case, without the Participant’s written consent (each or any a “Good Reason Trigger”):

(i) A material diminution of the Participant’s title, duties, responsibilities or authorities as [____] of Ares Management Corporation;

(ii) A reduction in the Participant’s annual base and bonus compensation from the most recently completed fiscal year;

(iii) A material breach of this Agreement by the Company; or

(iv) The relocation of the Participant’s principal office outside the area that comprises a 35 mile radius from [____].

In order for an event or occurrence to qualify as a Good Reason Trigger, the Participant must (x) give the Company a signed written notice of the existence of Good Reason and the particular circumstances constituting the basis for the Participant’s resignation or right to resign, as applicable, with Good Reason within 30 calendar days after the Participant obtains actual knowledge of any circumstance having occurred, (y) allow the Company 30 calendar days from receipt of such notice to cure the same, and (z) if the Company fails to cure such circumstance, if applicable, resign the Participant’s employment no later than (1) if the Company provides notice that it will not cure such circumstance, the 15th calendar day following such notice, and (2) otherwise, the 75th calendar day after the Participant first obtains knowledge of such circumstance.

(g) “Vesting Date” means the applicable date that a Restricted Unit becomes vested pursuant to Section 2(a) or Section 2(b), as applicable.

7. Rights as a Stockholder.

The Participant shall have no rights as a stockholder with respect to Common Shares covered by Restricted Units.

8. Provisions of Plan Control.

This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. Any amendment or other modification of the terms of the Restricted Units granted hereunder shall be subject to the terms of the Plan; provided, that, notwithstanding any provision of the Plan to the contrary, in no event shall any such amendment or other modification adversely affect the rights of the Participant without the Participant’s consent.

9. Notices.

All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:

        Ares Management Corporation
        2000 Avenue of the Stars, 12th Floor
        Los Angeles, CA 90067
        Attention: General Counsel

(b) If to the Participant, to the address on file with the Company.

Any notice, demand or request, if made in accordance with this section shall be deemed to have been duly given: (i) when delivered in person; (ii) when sent by electronic mail; (iii) three days after being sent by United States mail, or foreign equivalent; or (iv) on the first business day following the date of deposit if delivered by a nationally or internationally recognized overnight delivery service.

10. No Right to Employment or Services.

11. Transfer of Personal Data.

12. Withholding.

13. Dispute Resolution.

(a) The exclusive remedy for determining any and all disputes, claims or causes of action, in law or equity, arising out of or related to this Agreement, or the breach, termination, enforcement, interpretation or validity thereof will, to the fullest extent permitted by law, be determined by: (i) the dispute resolution provisions in any employment, consulting agreement, or similar agreement, between the Company or any of its Affiliates and the Participant or, if none, (ii) the Company’s or any of its Affiliates’ mandatory dispute resolution procedures as may be in effect from time to time with respect to matters arising out of or relating to the Participant’s employment or service with the Company or, if none, (iii) by final, binding and confidential arbitration in Los Angeles, California, before one arbitrator, conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (“JAMS”), or its successor. If disputes are settled pursuant to prong (iii) of this Section 13(a), Section 13(b) shall apply.

by the arbitrator, or in any proceeding to enforce the arbitration award, will be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including the arbitrator’s compensation), expenses and attorneys’ fees. If no party entirely prevails in such arbitration or proceeding, the arbitrator or court shall apportion an award of such fees based on the relative success of each party. In the event of a conflict between this provision and any provision in the applicable rules of JAMS, the provisions of this Agreement will prevail.

14. Section 409A.

15. Miscellaneous.

(a) Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (viii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (ix) “or” is used in the inclusive sense of “and/or”; (x) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (xi) reference to dollars or $ shall be deemed to refer to U.S. dollars.

16. Language.

17. Clawback.

18. NO ACQUIRED RIGHTS.

THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT: (A) THE COMPANY MAY TERMINATE OR AMEND THE PLAN AT ANY TIME; (B) THE AWARD OF RESTRICTED UNITS MADE UNDER THIS AGREEMENT IS COMPLETELY

INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY; (C) NO PAST GRANTS OR AWARDS (INCLUDING THE RESTRICTED UNITS AWARDED HEREUNDER) GIVE THE PARTICIPANT ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER; (D) THE PLAN AND THIS AGREEMENT DO NOT FORM PART OF THE TERMS OF THE PARTICIPANT’S EMPLOYMENT; AND (E) BY PARTICIPATING IN THE PLAN AND RECEIVING AN AWARD PURSUANT TO THIS AGREEMENT, THE PARTICIPANT WAIVES ALL RIGHTS TO COMPENSATION FOR ANY LOSS IN RELATION TO THE PLAN OR THIS AGREEMENT, INCLUDING ANY LOSS OF RIGHTS IN ANY CIRCUMSTANCES INCLUDING TERMINATION OF EMPLOYMENT.

[Remainder of This Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.


			ARES MANAGEMENT CORPORATION



			By:
			Name:
			Title:



Participant Name:

Signature Page to Form of Executive Officer Time-Based Restricted Unit Agreement

Exhibit 10.7

RESTRICTED UNIT AGREEMENT PURSUANT TO THE
ARES MANAGEMENT CORPORATION
2023 EQUITY INCENTIVE PLAN

W I T N E S S E T H:

WHEREAS, the Company has adopted the Plan, a copy of which has been delivered to the Participant, which is administered by the Committee;

WHEREAS, the Participant is a Service Provider under the Plan.

NOW, THEREFORE, the parties agree as follows:

1. Grant of Restricted Units.

Subject to the restrictions and other conditions set forth herein, the Committee hereby grants to the Participant the right to receive [____] Common Shares (the “Restricted Units”) as of the Grant Date. Each Restricted Unit is an Other Share-Based Award under the Plan that represents an unfunded, unsecured right of the Participant to receive a Common Share on the Vesting Dates specified in Section 2. [The Participant agrees to execute, on or before [____], the Fair Competition Agreement (the “FCA”) between the Participant and the Company (or another entity designated by the Committee) in the form provided to the Participant in connection with this grant, and if the Participant does not execute the FCA prior to such date, all Restricted Units shall be forfeited on such date without compensation.]

2. Vesting and Payment.

(a) The Restricted Units shall vest in four equal installments on each of [the second, third, fourth and fifth anniversaries of the Grant Date] (the “Vesting Dates”); provided that the Participant has not had a Termination prior to the applicable Vesting Date. There shall be no proportionate or partial vesting in the periods prior to each Vesting Date. Except as expressly provided in Sections 2(b) or 2(c), all unvested Restricted Units will be forfeited without compensation on the Participant’s Termination for any reason.

(b) Acceleration Event. Upon an Acceleration Event (as defined below), subject to the Participant (or the Participant’s estate, if applicable) executing and not revoking a separation and release agreement with the Company (or its designated affiliate) in the standard form then in effect (a “Release”) within 30 days following such Acceleration Event, [50]% of the Restricted Units that are outstanding and unvested as of such Acceleration Event shall vest immediately upon such Acceleration Event. If the Participant incurs a Termination by the Company on account of the Participant’s death, any remaining outstanding and unvested Restricted Units shall

remain outstanding for 30 days following the Participant’s Termination date, and during such time the Committee may, in its sole discretion, determine to accelerate the vesting or all or a portion of such Restricted Units. If the Committee does not accelerate the vesting of any such outstanding and unvested Restricted Units, then such Restricted Units (as well as any Dividend Equivalent Payments with respect to such Restricted Units arising following the Participant’s Termination) shall be immediately forfeited without compensation as of the 30-day anniversary of the Participant’s Termination date. The date on which any Restricted Unit becomes vested pursuant to this Section 2(b) shall be the Vesting Date for such Restricted Unit.

(c) Qualifying Termination Following Change in Control Event. Notwithstanding anything to the contrary in Section 2(b), if the Participant incurs a Termination by the Company without Cause (other than due to the Participant’s death or Disability) or on account of the Participant’s resignation for Good Reason, in either case, within six months following a Change in Control Event, subject to the Participant executing and not revoking a Release within 30 days following the Participant’s date of Termination, all Restricted Units that are outstanding and unvested as of such Termination shall vest in full, effective immediately upon such Termination.

(d) Payment. The Company shall, on or within 60 days following a Vesting Date (but in all events prior to March 15th of the calendar year following the calendar year in which the applicable Vesting Date occurs) with respect to any Restricted Unit, deliver (or cause to be delivered) to the Participant one Common Share with respect to each such vested and outstanding Restricted Unit, as settlement of such Restricted Unit and each such Restricted Unit shall thereafter be cancelled.

3. Dividend Equivalents.

4. Restricted Unit Transfer Restrictions.

5. Reserved.

6. Definitions.

(ii) the Participant becoming convicted of, or pleading guilty or no contest to, a felony;

(f) “Good Reason” means any of the following events or occurrences, in each case, without the Participant’s written consent (each or any a “Good Reason Trigger”):

(i) A material diminution of the Participant’s title, duties, responsibilities or authorities as [____] of Ares Management Corporation;

(ii) A reduction in the Participant’s annual base and bonus compensation from the most recently completed fiscal year;

(iii) A material breach of this Agreement by the Company; or

(iv) The relocation of the Participant’s principal office outside the area that comprises a 35 mile radius from [____].

7. Rights as a Stockholder.

The Participant shall have no rights as a stockholder with respect to Common Shares covered by Restricted Units.

8. Provisions of Plan Control.

9. Notices.

All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:

Ares Management Corporation
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA 90067
Attention: General Counsel

(b) If to the Participant, to the address on file with the Company.

Any notice, demand or request, if made in accordance with this section shall be deemed to have been duly given: (i) when delivered in person; (ii) when sent by electronic mail; (iii)

three days after being sent by United States mail, or foreign equivalent; or (iv) on the first business day following the date of deposit if delivered by a nationally or internationally recognized overnight delivery service.

10. No Right to Employment or Services.

11. Transfer of Personal Data.

12. Withholding.

13. Dispute Resolution.

(a) The exclusive remedy for determining any and all disputes, claims or causes of action, in law or equity, arising out of or related to this Agreement, or the breach, termination,

enforcement, interpretation or validity thereof will, to the fullest extent permitted by law, be determined by: (i) the dispute resolution provisions in any employment, consulting agreement, or similar agreement, between the Company or any of its Affiliates and the Participant or, if none, (ii) the Company’s or any of its Affiliates’ mandatory dispute resolution procedures as may be in effect from time to time with respect to matters arising out of or relating to the Participant’s employment or service with the Company or, if none, (iii) by final, binding and confidential arbitration in Los Angeles, California, before one arbitrator, conducted by the Judicial Arbitration and Mediation Services/Endispute, Inc. (“JAMS”), or its successor. If disputes are settled pursuant to prong (iii) of this Section 13(a), Section 13(b) shall apply.

14. Section 409A.

15. Miscellaneous.

(a) Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

16. Language.

17. Clawback.

18. No Acquired Rights.

[Remainder of This Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.


			ARES MANAGEMENT CORPORATION



			By:
			Name:
			Title:



Participant Name:

Signature Page to Form of Executive Officer Performance-Based Restricted Unit Agreement

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Ares Management Corporation 2023 Equity Incentive Plan of our reports dated February 24, 2023, with respect to the consolidated financial statements of Ares Management Corporation and the effectiveness of internal control over financial reporting of Ares Management Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Los Angeles, California

July 13, 2023

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Ares Management Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities


Security Type	Security Class Title	Fee Calculation Rule (2)	Amount Registered (1)	Proposed Maximum Offering Price Per Share (2)		Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee
Equity	Class A common stock, par value $0.01 per share	Other	36,677,376	$	93.85	$3,442,171,737.60	$110.2 per $1,000,000	$	379,327.33
Total Offering Amounts				$	93.85	$3,442,171,737.60		$	379,327.33
Total Fee Offsets								N/A
Net Fee Due								$	379,327.33


(1)			This Registration Statement covers 36,677,376 shares of Class A common stock, par value $0.01 per share (the “Common Shares”), of Ares Management Corporation, a Delaware corporation (the “Company”), available for issuance under the Ares Management Corporation 2023 Equity Incentive Plan (the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of Common Shares as may be offered or issued under the Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions that result in an increase in the number of the outstanding Common Shares or shares issuable pursuant to awards granted under the Plan. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan.
(2)			Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee, on the basis of $93.85 per Common Share, which is the average of the high and low price per Common Share as reported by the New York Stock Exchange on July 6, 2023.