Exhibit 10.23
AMENDMENT NUMBER ONE TO
AMENDED AND RESTATED
AGREEMENT RELATING TO RETENTION AND
NONCOMPETITION AND OTHER COVENANTS
AMENDMENT NUMBER ONE (the “
Amendment ”), dated as of February 26, 2009 (the
“ Amendment Effective Date ”), by and among
Lazard Ltd, a company incorporated under the laws of Bermuda
(“ PubliCo ”), Lazard Group LLC, a Delaware
limited liability company (“ 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 ”), to the Amended and
Restated Agreement Relating to Retention and Noncompetition and
Other Covenants, dated as of May 7, 2008, between the
Executive and the Firm (the “ Retention Agreement
”).
WHEREAS the Firm and the Executive
wish to amend Section 3(e)(v) of the Retention Agreement to
reflect that the Firm may grant a portion of the Executive’s
ordinary annual incentive compensation in the form of deferred cash
awards that will be paid in installments, subject to continued
employment and other vesting conditions (each such cash award, a
“ Deferred Cash Award ”), and that such Deferred
Cash Awards shall be treated in the same manner as restricted stock
units in the event of the Executive’s retirement in
accordance with Section 3(e)(v) of the Retention
Agreement.
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 Amendment Effective Date, the
Executive, PubliCo and Lazard hereby agree to amend the Retention
Agreement as follows:
SECTION 1. Amendment to
Section 3(e)(v). Section 3(e)(v) is hereby amended by
adding the following sentence to the end of that
section:
“The Executive, PubliCo and
Lazard hereby agree that unless otherwise agreed by the Executive
and the Firm in writing, any Deferred Cash Awards granted to the
Executive as part of the Firm’s ordinary annual incentive
compensation process sha
