AMENDED
AND RESTATED
AGREEMENT
RELATING TO RETENTION AND
NONCOMPETITION
AND OTHER COVENANTS
AMENDED AND
RESTATED AGREEMENT (this “
Agreement ”), dated as of May 7, 2008 (the “
Effective Date ”), by and among Lazard Ltd, a company
incorporated under the laws of Bermuda (“
PubliCo ”), Lazard Group LLC, a Delaware limited
liability company, and successor to Lazard LLC (“
Lazard ”), on its behalf and on behalf of its
subsidiaries and affiliates (collectively with Lazard, PubliCo, and
its and their predecessors and successors, the “
Firm ”), and Steven J. Golub (the “
Executive ”).
WHEREAS, the
Firm and the Executive wish to amend the Agreement Relating
to Retention and Noncompetition and Other Covenants, dated as
of May 4 ,
2005 (the “
Original Agreement Date ”),
by and among Lazard and
the Executive (the “
Original Agreement ”) to (i) make PubliCo, a party to
this Agreement, and (ii) modify the terms of the Original Agreement
to, among other things, extend certain of the obligations under
Section 3 thereof and to make such other changes as are necessary
in order for the terms thereof to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the “
Code ”); and
WHEREAS, as of
the Original Agreement Date, the Executive was a
“Managing Director” and a “Class A
Member” of Lazard (each as defined in the Third Amended
and Restated Operating Agreement of Lazard, dated as of
January 1, 2002, as amended (as it may be amended from time to
time, the “
LLC Agreement ”)); and
WHEREAS,
pursuant to the LLC Agreement and those certain Goodwill
Vesting Agreement and Acknowledgements entered into between
Lazard and the Executive (each a “
Goodwill Agreement ,” and, together with the LLC
Agreement, the “
Current Agreements ”), as a Class A Member of Lazard,
the Executive is subject to certain restrictions relating to
competition and solicitation; and
WHEREAS, in
connection with the Executive’s participation in the
reorganization of Lazard (the “
Reorganization ”) that occurred substantially on the
terms and conditions described in Amendment No. 2 to the draft
Registration Statement on Form S-1 (the “
S-1 ”) dated March 21, 2005, as filed with the
Securities and Exchange Commission, relating to the initial public
offering (the “
IPO ” and together with the Reorganization and the
HoldCo Formation (as defined below), as each was modified, adjusted
or implemented after the Original Agreement Date, the “
Transactions ”) of shares of Class A common stock of
PubliCo, the Executive agreed to enter into the Original Agreement
with Lazard to set forth the Executive’s (1) understanding of
the terms of the Transactions applicable to the Executive as a
Class A Member (as defined in the LLC Agreement) and as a member of
a newly formed Delaware limited liability company (“
HoldCo ”) to be formed in connection with the
Reorganization and of the fact that the terms were in draft form
and were subject to change or alteration after the Original
Agreement Date (other than as expressly provided in the Original
Agreement), and approval of the Transactions (including as such
terms may be changed or altered), (2) continuing employment
commitment in contemplation of the IPO and following the IPO, as
well as the terms and conditions of the Executive’s continued
employment with the Firm prior to the IPO (as provided in Section
3(b)), and (3) obligations in respect of keeping information
concerning the Firm confidential, not engaging in competitive
activities, not soliciting the Firm’s clients, not hiring the
Firm’s employees, not disparaging the Firm or its directors,
members or employees, and cooperating with the Firm in maintaining
certain relationships, while employed by the Firm and following the
termination of the Executive’s
employment.
NOW,
THEREFORE, in consideration of the premises contained herein
and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, effective as of the
Effective Date, the Executive, PubliCo and Lazard hereby agree
to amend and restate the Original Agreement to reflect the
addition of PubliCo as a party and to modify the terms of the
Original Agreement to, among other things, make the changes to
Section 3 of the Original Agreement as described in the first
recital above.
1.
Term . Subject to Sections 3(d) and (e), Section
10(c) and Section 16(b), the “
Term ” of this Agreement shall commence as of the
Effective Date and shall continue until March 31,
2011.
2.
The Transactions .
(a)
Participation in the Reorganization . The
Executive hereby acknowledges that he has reviewed and understands
the terms of the proposed Transactions and that such terms,
including the structure of the Transactions, may be modified or
otherwise altered by the Board of Directors of Lazard, an
authorized committee thereof or the “Head of Lazard and
Chairman of the Executive Committee” (as defined in the LLC
Agreement) as such person(s) may determine in furtherance of the
purposes underlying the Transactions. The Executive
hereby covenants to execute and deliver such documents, consents
and agreements as shall be necessary to effectuate each of the
Transactions (as described in the S-1 or as such Transactions may
be modified or altered in accordance with the foregoing sentence),
including, without limitation, any amendments to the Current
Agreements or this Agreement (solely to the extent such amendments
are necessary to effectuate any such modifications and alterations
to the Transactions and are not inconsistent with the intent and
purpose of this Agreement and other than as set forth in the last
sentence of this Section 2(a)), a customary accredited investor
representation letter, a HoldCo membership agreement and the
stockholders’ agreement referred to in Section
2(f). Notwithstanding anything contained herein to the
contrary, in no event shall the following provisions be modified in
a manner that materially and adversely affects the following rights
of the Executive as and to the extent set forth in such provisions
of this Agreement: (i) Section 2(c) solely with respect
to the vesting of the Class A-2 Interests and the corresponding
Holdco Interests, (ii) Section 2(e) solely with respect to the
timing of payment of the memo and other capital in Lazard, (iii)
Section 2(g)(i) solely with respect to the last sentence thereof
relating to the restrictive covenants applicable to the
Exchangeable Interests, (iv) Section 2(g)(ii) solely with respect
to the timing of exchangeability of the Exchangeable Interests, (v)
Section 2(g)(iv) solely with respect to the definition of Cause,
and (vi) Schedule I.
(b)
Formation of HoldCo . Effective upon the
Reorganization and consummation of the mandatory sale of all
“Interests” (as defined in the LLC Agreement) pursuant
to Section 6.02(b) of the LLC Agreement (as the provisions of such
Section 6.02(b) may be waived or modified) or otherwise (the
“
HoldCo Formation ”), and provided that as of the
effective time of the HoldCo Formation the Executive continues to
be employed by the Firm, the Executive shall receive, in exchange
for the Executive’s Class A Interests (as defined in the LLC
Agreement) outstanding immediately prior to the HoldCo Formation,
the percentage of membership interests in HoldCo set forth on
Schedule I attached hereto (such percentage to be increased
pro rata to reflect the redemption of Class B-1 Interests pursuant
to the Reorganization) that have substantially the same rights,
obligations and terms (including with respect to vesting) with
respect to HoldCo pursuant to the HoldCo limited liability company
operating agreement (the “
HoldCo LLC Agreement ”) and applicable law as those of
the exchanged Class A Interests, except as provided herein,
including in Sections 2(a) and 2(d), or except to the extent that
any other changes, taken as a whole with any benefits provided, are
not materially adverse to the Executive (such membership interests,
the “
HoldCo Interests ”). The Holdco LLC
Agreement will include those terms set forth on
Schedule II attached hereto, subject to the limitations set
forth therein.
(c)
Vesting of Class A-2 Interests (or the Holdco Interests
Corresponding to Such Class A-2 Interests)
. Subject to the consummation of the HoldCo Formation
and subject to and effective upon the closing of the IPO (the
“
IPO Date ”), and provided that as of the IPO Date the
Executive continues to be employed by the Firm (or has had his
employment terminated by the Firm without “Cause” (as
defined below) or on account of “disability” within the
meaning of the long-term disability plan of the Firm applicable to
the Executive (“
Disability ”) or death), following the date hereof and
prior to the IPO Date, the Class A-2 Interests (as defined in the
LLC Agreement) (the “
Class A-2 Interests ”) held by the Executive as of the
date hereof (or upon consummation of the Reorganization, the HoldCo
Interests received by the Executive in the Reorganization that
correspond to the Executive’s Class A-2 Interests as of the
date hereof) that are not vested as of the IPO Date, shall become
fully vested. Such vesting shall occur (i) in the case
of a termination of employment prior to the IPO Date on the terms
described above in this Section 2(c), on the date of such
termination (provided that in the event that the IPO Date shall not
occur as contemplated by this Agreement, such vesting shall be
deemed not to have occurred, unless it is otherwise provided by the
Current Agreements) or (ii) in any other case, on the IPO
Date.
(d)
Profits Interest Allocation . In connection with
the Reorganization, subject to the consummation of the HoldCo
Formation and subject to and effective upon the closing of the IPO,
and provided that as of the IPO Date the Executive continues to be
employed by HoldCo or one of its affiliates (including Lazard), the
Executive shall become a member participating in the profits of
HoldCo with a profit percentage in HoldCo of no less than the
amount specified on
Schedule I attached hereto (the “
Profits Interest ”) (such percentage to be increased
pro rata to reflect the redemption of Class B-1 Interests pursuant
to the Reorganization) having the rights, obligations and terms set
forth in the HoldCo LLC Agreement so long as the Executive shall
remain employed by the Firm. Subject to the provisions
of the HoldCo LLC Agreement and the determination of the Board of
Directors of HoldCo (the “
HoldCo Board ”), HoldCo shall make (i) distributions
in respect of income taxes arising from such Profit Interests and
(ii) from and after the third anniversary of the IPO Date
distributions that are intended to be equivalent to the aggregate
amount of dividends that the Executive (and, if applicable, the
Executive’s “Entities” (as defined below)) would
have received had the Executive (and, if applicable, the
Executive’s Entities) exchanged such person’s
“Exchangeable Interests” (as defined below) for
exchangeable membership interests in Lazard that were then
immediately exchanged for “PubliCo Shares” (as defined
below) effective as of the third anniversary of the IPO Date (with
such amount of distributions, and such profit percentage, to be
adjusted from time to time to reflect the actual exchange, in whole
or in part, of such Exchangeable Interests).
(e)
Treatment of Memo Capital and Other Capital
. Upon the HoldCo Formation, HoldCo shall assume the
obligations of Lazard for memo capital and other capital in Lazard,
and the Executive hereby acknowledges such assumption and releases
Lazard in full from such obligations. HoldCo shall
distribute to the Executive amounts in respect of the
Executive’s assumed memo capital in respect of Class A-1
capital and former Class A-1 capital, if any, in equal installments
on the first, second, third and fourth anniversaries of the IPO
Date, plus any interest accrued through each distribution
date. The Executive further hereby agrees that all of
his rights and title to and in any and all capital of HoldCo
allocated with respect to any Exchangeable Interests which are
exchanged for exchangeable membership interests in Lazard that are
in turn exchanged for PubliCo Shares, and the related profits
interests (other than, for the avoidance of doubt, the capital to
be repaid in accordance with the immediately foregoing sentence),
shall be forfeited without payment therefor, effective immediately
upon the exchange of such Exchangeable Interests. This
Section 2(e) supercedes and replaces any other agreements or
understandings with respect to all capital of Lazard and HoldCo,
other than in respect of earnings on such capital, which shall be
continued in accordance with past practice.
(f)
Stockholders’ Agreement . The Executive
hereby agrees that all Exchangeable Interests and PubliCo Shares
(as defined in Section 2(g)(i)) held by the Executive and the
Executive’s Entities (including PubliCo Shares obtained
pursuant to the exchange of Exchangeable Interests for exchangeable
membership interests in Lazard which are then exchanged for PubliCo
Shares) shall be subject to a stockholders’ agreement which
shall provide, among other things, that the Executive (on behalf of
himself and any “Entity” (as defined in Section
2(g)(ii)) to whom he has transferred any Class A-2 Interests (as
defined in the LLC Agreement) or transfers any such Exchangeable
Interests or PubliCo Shares) shall delegate to such person(s) or
entity as is described in such agreement the right to vote PubliCo
Shares held by the Executive or by any such Entity to whom he made
such a transfer. The Executive hereby agrees to execute
and deliver such stockholders’ agreement (or, in the case of
any Entity, to cause the execution and delivery thereof) in
accordance with the HoldCo LLC Agreement. The
stockholders’ agreement will include those terms set forth on
Schedule III attached hereto, subject to the limitations set
forth therein.
(g)
Exchangeable Interests .
(i) A
portion of the HoldCo Interests received by the Executive
pursuant to Section 2(b) equal in percentage to the
Executive’s Lazard Class A-2 Interests as of the IPO
Date as adjusted in the same manner as all other Lazard Class
A-2 Interests in connection with the HoldCo Formation (such
portion, the “
Exchangeable Interests ”) shall be exchangeable, on
the terms set forth in this Section 2(g) and the HoldCo LLC
Agreement, for membership interests in Lazard that are in turn
exchangeable for shares of Class A common stock of PubliCo (“
PubliCo Shares ”), such exchange to be accomplished in
each case by HoldCo distributing to the Executive (in exchange for
the appropriate portion of the Executive’s Exchangeable
Interests) the corresponding portion of HoldCo’s applicable
ownership interest in Lazard and causing PubliCo to issue the
PubliCo Shares to the Executive in exchange for such distributed
ownership interest in Lazard (or such other structure as may be
reflected in the Holdco LLC Agreement and documents ancillary
thereto which provide for a similar exchange, directly or
indirectly, of Exchangeable Interests for PubliCo
Shares). The documents reflecting the Exchangeable
Interests shall contain the restrictive covenants set forth in the
HoldCo LLC Agreement addressing the subject matter of the
Covenants, which covenants shall be consistent with, and no more
restrictive on the Executive than those contained in this
Agreement. The Executive’s Exchangeable Interests
shall not be subject to reduction for any
reason.
(ii) Subject
to the provisions of the HoldCo LLC Agreement, the
Exchangeable Interests may be exchanged for exchangeable
membership interests in Lazard that are in turn exchangeable
for PubliCo Shares as described above, at the
Executive’s election, on and after the eighth
anniversary of the IPO Date;
provided ,
however , that (A) if the Executive remains employed by the
Firm through the third anniversary of the IPO Date, the
Executive’s Exchangeable Interests (and any Exchangeable
Interests held by any trust or any entity that is wholly-owned by
the Executive or of which the entire ownership or beneficial
interests are held by any combination of the Executive and his
spouse, parents, and any of their descendants by lineage or
adoption (an “
Entity ”)),
may be exchanged for exchangeable membership
interests in Lazard that are in turn exchangeable for PubliCo
Shares, in whole or in part, at the Executive’s (or, if
applicable, such Entity’s) election, in three equal
installments on and after each of the third, fourth and fifth
anniversaries of the IPO Date, provided that each such installment
may be exchanged only if the Executive has complied with the
Covenants (as defined in Section 10), and (B) if the Executive
remains employed by the Firm through the second anniversary of the
IPO Date (but not through the third anniversary of the IPO Date),
the Executive’s Exchangeable Interests may be exchanged, in
whole or in part, at the Executive’s (or, if applicable, such
Entity’s) election, in three equal installments on and after
each of the fourth, fifth and sixth anniversaries of the IPO Date,
provided that each such installment may be exchanged only if the
Executive has complied with the Covenants. Notwithstanding the
above, (w) if the Executive’s employment is terminated
by the Firm without “Cause” or by the Executive for
Good Reason (each as defined below) or by reason of the
Executive’s Disability prior to the third anniversary of the
IPO Date, the Executive’s Exchangeable Interests may be
exchanged as if the Executive had remained employed on the third
anniversary of the IPO Date and complied with the requirements of
clause (A) above (i.e., the Executive may exchange his Exchangeable
Interests on the third, fourth and fifth anniversaries of the IPO
Date as described in clause (A) above, provided that each such
installment may be exchanged only if the Executive has complied
with the Covenants); (x) if the Executive’s employment
is terminated by reason of the Executive’s death
(1) prior to or on the second anniversary of the IPO Date, the
Executive’s Exchangeable Interests shall, at the election of
the Firm, either (A) become exchangeable in full no later than
the first anniversary of such death or (B) be purchased by
HoldCo at the trading price of PubliCo Shares on the date of such
repurchase no later than the first anniversary of such death or
(2) subsequent to the second anniversary of the IPO Date but
prior to the fourth anniversary of the IPO Date, the
Executive’s Exchangeable Interests may, to the extent not
previously exchanged, be exchangeable in full on the later of
(A) the third anniversary of the IPO Date and (B) the
anniversary of the IPO Date next following such death; (y) if
following the IPO Date and prior to the third anniversary of the
IPO Date, the Executive’s employment terminates due to his
“
Retirement ” (defined as the voluntary resignation by
the Executive on or after the date he attains age 65 or attains age
55 and has at least ten years of continuous service as a managing
director of Lazard or one of its affiliates) and thereafter the
Executive dies, the Executive’s Exchangeable Interests shall
be treated as set forth in clause (x) of this Section, provided
that the Covenants have been complied with since his retirement
without regard to the time limits set forth therein; and
(z) in the event of a “Change of Control” (as
defined in the HoldCo LLC Agreement), the Executive’s
Exchangeable Interests shall be exchanged prior to the occurrence
of such event at a time and in a fashion designed to allow the
Executive to participate in the Change of Control transaction on a
basis no less favorable (prior to any applicable taxes) than that
applicable to holders of PubliCo Shares.
(iii) Prior
to the applicable exchange date and as a condition to the
exchange of the Exchangeable Interests for PubliCo Shares, the
Executive shall have entered into a stockholders’
agreement, as described in Section 2(f), and otherwise
complied in all material respects with the terms of the HoldCo
LLC Agreement applicable to such exchange. Each of
HoldCo and PubliCo shall have the right to require the
exchange of all or part of the Executive’s Exchangeable
Interests for PubliCo Shares during the period beginning on
the ninth anniversary of the IPO Date and ending 30 days after
such anniversary.
(iv) For
purposes of this Agreement, “
Cause ” shall mean: (A) conviction of the
Executive of, or a guilty or
nolo contendere plea (or the equivalent in a non-United
States jurisdiction) by the Executive to, a felony (or the
equivalent in a non-United States jurisdiction), or of any other
crime that legally prohibits the Executive from working for the
Firm; (B) breach by the Executive of a regulatory rule that
materially adversely affects the Executive’s ability to
perform his duties to the Firm; (C) willful and deliberate failure
on the part of the Executive (i) to perform his employment duties
in any material respect or (ii) to follow specific reasonable
directions received from the Firm, in each case following written
notice to the Executive of such failure and, if such failure is
curable, the Executive’s failing to cure such failure within
a reasonable time (but in no event less than 30 days); or (D) a
breach of the Covenants that is (individually or combined with
other such breaches) demonstrably and materially injurious to
Lazard or any of its affiliates. Notwithstanding the
foregoing, with respect to the events described in clauses (B) and
(C)(i) hereof, the Executive’s acts or failure to act shall
not constitute Cause to the extent taken (or not taken) based upon
the direct instructions of the Head of Lazard (or after the IPO
Date, the Chief Executive Officer of PubliCo (the “
CEO ”) or the Board of Directors of PubliCo (the
“
PubliCo Board ”)) or a more senior executive officer
of Lazard.
(h)
Registration; Dilution . The definitive
agreements relating to the Transactions will contain (i) provisions
obligating PubliCo to file a registration statement with the U.S.
Securities and Exchange Commission in order to register the reoffer
and resale of the PubliCo Shares on and following the exchange of
the Exchangeable Interests, subject to customary blackout
provisions and other customary restrictions, and obligating PubliCo
to use reasonable efforts to list such PubliCo Shares on the New
York Stock Exchange, and (ii) customary antidilution and corporate
event adjustment protections (consistent with adjustments
applicable to PubliCo Shares) with respect to the Exchangeable
Interests and the Exchangeable Interests’ exchange rights
into PubliCo Shares.
(i)
Cooperation With Respect to Taxes . Lazard shall
use its reasonable efforts to structure the Transactions in a
manner that does not result in any material tax to the Executive
(that the Executive would not have incurred in the absence of the
Transactions) upon the exchange of the Class A-2 Interests into
Exchangeable Interests or other exchange of Class A-2 Interests
into HoldCo Interests, it being understood that this shall not be a
commitment to maintain the current tax treatment or benefits
applicable to the Executive.
(j)
HoldCo Governance Structure . Lazard shall use
its reasonable efforts to structure the HoldCo governance terms
with a view to permitting it to perform its obligations under this
Agreement, including, without limitation, with respect to making
the distributions and payments provided for in Sections 2(d) and
(e) and permitting and effecting the exchange of the Exchangeable
Interests for PubliCo Shares in the manner and at the times
contemplated by Section 2(g).
3.
Continued Employment .
(a)
Employment . The Executive hereby agrees to
continue in the employ of the Firm, subject to the terms and
conditions of this Agreement.
(b)
Duties and Responsibilities; Code of Conduct
. During the Term, the Executive shall serve as a
Managing Director of Lazard, Vice Chairman of PubliCo and the
Chairman of the Financial Advisory Group of Lazard Group,
LLC. In such positions, the Executive shall have such
duties and responsibilities as the CEO may from time to time
determine and as are commensurate with such
positions. During the Term, other than in respect of
charitable, educational and similar activities which do not
materially affect the Executive’s duties to the Firm (or in
respect of directorships, trusteeships, or similar posts, in each
case, that were approved by the head of the Lazard house at which
the Executive serves as a Managing Director prior to the IPO Date,
or the CEO or PubliCo Board as per the policy of PubliCo from and
after the IPO Date), the Executive shall devote his entire working
time, labor, skill and energies to the business and affairs of the
Firm. During the Term, the Executive shall comply with
the Firm’s professional code of conduct as in effect from
time to time and shall execute on an annual basis and at such
additional times as the Firm may reasonably request such code as
set forth in the Firm’s “Professional Conduct
Manual” or other applicable manual or handbook of the Firm as
in effect from time to time and applicable to other managing
directors in the same geographic location as the
Executive.
(c)
Compensation .
(i)
Base Salary . During the Term, subject to the
Executive’s continued employment hereunder, the Executive
shall be paid a base salary at an annual rate of $900,000 (the
“
Base Salary ”), payable in accordance with the
Firm’s normal payroll practices. The CEO, the
PubliCo Board or a committee of the PubliCo Board (the “
Committee ”) may from time to time review and increase
the Executive’s Base Salary in his, or its sole discretion,
as applicable. For purposes hereof, the term Base Salary
shall refer to Base Salary as in effect from time to time,
including any increases.
(ii)
Annual Bonus . With respect to each fiscal year
of Lazard ending during the Term, the Executive shall be entitled
to receive, so long as the Executive remains employed by the Firm
through the end of the applicable fiscal year of Lazard, an annual
bonus to be determined under the terms of the applicable annual
bonus plan of Lazard on the same basis as annual bonus is
determined for other executive officers of PubliCo, with such bonus
to be paid in the same ratio of cash to equity awards as is
applicable to executives of the Firm receiving bonuses at a level
comparable to the bonus of the Executive (each year’s award
paid pursuant to this Section 3(c)(ii) shall hereinafter be
referred to as the “
Bonus ”). Consistent with the policies and
programs generally applicable to the senior most executives of the
Firm, any portion of the Bonus that is satisfied in the form of
equity compensation may be subject to vesting conditions and/or
restrictive covenants (it being understood that the sole remedy for
violation of any such restrictive covenants shall be forfeiture of
such equity compensation and/or recapture of previous gains in
respect of such equity compensation and that notwithstanding
Section 11(b), money damages shall not be an available
remedy).
(iii)
Long-term Incentive Compensation . With respect
to each fiscal year of Lazard ending during the Term, subject to
the Executive’s continued employment hereunder, the Executive
shall be eligible to participate in any equity incentive plan for
executives of the Firm as may be in effect from time to time, in
accordance with the terms of any such plan.
(iv)
Employee Benefit Plans . During the Term, subject
to the Executive’s continued employment hereunder, the
Executive shall be eligible to participate in the employee
retirement and welfare benefit plans and programs of the type made
available to the senior most executives of the Firm generally, in
accordance with their terms and as such plans and programs may be
in effect from time to time, including, without limitation,
savings, profit-sharing and other retirement plans or programs,
401(k), medical, dental, flexible spending account,
hospitalization, short-term and long-term disability and life
insurance plans.
(d)
Termination of Employment .
(i)
Death or Disability . The Executive’s
employment shall terminate automatically upon the Executive’s
death during the Term. If the Firm determines in good
faith that the Disability of the Executive has occurred during the
Term, it may give the Executive written notice in accordance with
Section 16(c) of this Agreement of its intention to terminate the
Executive’s employment. In such event, the
Executive’s employment with the Firm shall terminate
effective on the 30th day after receipt of such notice by the
Executive (the “
Disability Effective Date ”),
provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the
Executive’s duties.
(ii)
Cause . The Firm may terminate the
Executive’s employment during the Term either with or without
Cause.
(iii)
Good Reason . The Executive’s employment
may be terminated during the portion of the Term commencing on the
Effective Date by the Executive with or without Good
Reason. For purposes of this Agreement, “
Good Reason ” shall mean in the absence of a written
consent of the Executive: (A) the assignment to the
Executive of any duties inconsistent in any material respect with
the Executive’s position (including status, offices, titles
and reporting requirements), authority, duties or responsibilities
as in effect as of the Effective Date, or any other action by the
Firm which results in a material diminution in such position,
authority, duties or responsibilities from the level in effect as
of the Effective Date, (B) a material breach by the Firm of the
terms of this Agreement, including, without limitation, any
material failure by the Firm to comply with any of the provisions
of Section 3(c) of this Agreement, or (C) any requirement that the
Executive’s principal place of employment be relocated to a
location that increases the Executive’s commute from his
primary residence by more than 30 miles. In the event of
a termination for Good Reason, the notice requirements of Sections
3(d)(iv) and (v) shall not apply. Notwithstanding the
foregoing, a termination for Good Reason shall not have occurred
unless (I) the Executive gives written notice to Lazard of
termination of employment within ninety (90) days after the
Executive first becomes aware of the occurrence of the
circumstances constituting Good Reason, specifying in reasonable
detail the circumstances constituting Good Reason, and Lazard has
failed within thirty (30) days after receipt of such notice to cure
the circumstances constituting Good Reason, and (II) the
Executive’s “separation from service” (within the
meaning of Section 409A of the Code) occurs no later than two years
following the initial existence of one or more of the circumstances
giving rise to Good Reason. The failure by the Executive
to set forth in the written notice any fact which contributes to a
showing of Good Reason shall not waive any right of the Executive
hereunder or preclude the Executive from asserting such fact in
enforcing the Executive’s rights hereunder. For
purposes of this Section 3(d)(iii), the “
Date of Termination ” shall be the earlier of (i) the
last day of the cure period (assuming no cure has occurred) and
(ii) the date Lazard formally notifies the Executive that it does
not intend to cure, unless Lazard and the Executive agree to a
later date, which shall in no event be later than 30 days following
the first to occur of the dates set forth in clauses (i) and (ii)
of this sentence. The Executive’s mental or
physical incapacity following the occurrence of an event described
above in clause (A) or (B) shall not affect the Executive’s
ability to terminate employment for Good
Reason.
(iv)
Notice of Termination . Any termination by the
Firm for Cause shall be communicated by Notice of Termination to
the other party hereto given in accordance with Section 16(c) of
this Agreement. For purposes of this Agreement, a
“
Notice of Termination ” means a written notice which
(A) indicates the specific termination provision in this
Agreement relied upon, (B) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive’s employment
under the provision so indicated, and (C) if the Date of
Termination (as defined below) is other than the date of receipt of
such notice, specifies the termination date (which date shall be
not more than 30 days after the giving of such
notice). The failure by the Firm to set forth in the
Notice of Termination any fact or circumstance which contributes to
a showing of Cause shall not waive any right of the Firm hereunder
or preclude the Firm from asserting such fact or circumstance in
enforcing the Firm’s rights hereunder.
(v)
Date of Termination . For purposes of this
Agreement, “
Date of Termination ” means (A) if the
Executive’s employment is terminated by the Firm for Cause,
the date of receipt of the Notice of Termination or any later date
specified therein within 30 days of such notice, as the case may
be, (B) if the Executive’s employment is
terminated
