A Practice Note describing the common rights and restrictions on equity-based incentives issued to management in private equity buyouts. It discusses restrictions relating to expiration and forfeiture, repurchase, and transfer and other rights including voting rights, put rights, preemptive rights, and registration rights. For an overview of the role of management in private equity buyouts and the common categories of equity-based incentives for management in sponsor-backed acquisitions, see Practice Note, Management Equity Incentives in Buyouts.