EXHIBIT 10.25
AGREEMENT RELATING TO RETENTION AND
NONCOMPETITION AND OTHER COVENANTS
AGREEMENT, dated as of May 4, 2005
(this “ Agreement ”), by and between Lazard LLC,
a Delaware limited liability company (“ Lazard
”), on its behalf and on behalf of its subsidiaries and
affiliates (collectively with Lazard, and its and their
predecessors and successors, the “ Firm ”), and
Steven J. Golub (the “ Executive ”).
WHEREAS, as of the date hereof, the
Executive is 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, 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 ”) currently expected to
occur 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 may be modified, adjusted or implemented
after the date hereof, the “ Transactions ”) of
shares of Class A common stock of Lazard Ltd, a Bermuda limited
company (“ PubliCo ”), the Executive has agreed
to enter into this 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 are in draft form and may be changed or altered
after the date hereof (other than as expressly provided herein),
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, the Executive and Lazard hereby agree as
follows:
1. Term . Subject to the
final sentence of this Section 1, Sections 3(d) and (e), Section
10(c) and Section 16(b), the “ Term ” of this
Agreement shall commence as of the date hereof (the “
Effective Date ”) and shall continue until the third
anniversary of the IPO Date. Notwithstanding that the Term
commences as of the Effective Date, certain provisions of this
Agreement shall not take effect until a later date, as specified
herein. In addition, notwithstanding anything to the contrary
contained herein, this Agreement (other than Section 3(b)) shall
terminate (i) on December 31, 2005, if the date of the closing of
the IPO (the “ IPO Date ”) does not occur prior
to December 31,2005, or (ii) on such date earlier than December 31,
2005, if any, on which (A) the IPO is finally abandoned or
terminated by Lazard or (B) the Purchase and Transaction Support
Agreement among Lazard and certain holders of “Class B-1
Interests” and “Class C Interests” (each as
defined in the LLC Agreement) terminates. Upon any such
termination, this Agreement (other than Section 3(b)) shall be of
no further force and effect and the rights and obligations of the
parties hereto shall be governed by the terms of the Current
Agreements and any agreements or portions thereof that had
otherwise been superseded by Section 16(a).
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
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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 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).
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(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 Inter-
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ests 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
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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
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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. In that
regard, the Executive is committed to remaining in the employ of
the Firm through the IPO Date and for at least two years following
the IPO Date. Lazard acknowledges that this Section 3(a) is not
legally binding or enforceable, nor is this Section 3(a)
consideration for any right or benefit under this
Agreement.
(b) Duties and Responsibilities;
Code of Conduct . During the portion of the Term that is prior
to the IPO Date, the Executive shall serve as a Managing Director
of Lazard or one of its affiliates (including, but not limited to,
HoldCo or PubliCo) and as Vice Chairman of Lazard, and during the
portion of the Term commencing on and following the IPO Date, the
Executive shall serve as Vice Chairman of PubliCo and as a Managing
Director 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 Head of Lazard (or after the IPO Date,
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 are 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.
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(c) Compensation .
(i) Base Salary . During the
portion of the Term commencing on the IPO Date, subject to the
Executive’s continued employment hereunder, the Executive
shall be paid a base salary at an annual rate of $1.5 million (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.
(ii) Annual Bonus . During
the portion of the Term commencing on the IPO Date, subject to the
Executive’s continued employment hereunder through the date
of payment, the Executive shall be paid a bonus in respect of each
calendar year ending during such portion of the Term in an amount
not less than $1.5 million (the “ Minimum Bonus Amount
”), which Minimum Bonus Amount may be increased by the CEO or
the PubliCo Board or the Committee (to the extent required by law,
the rules of any stock exchange or stock trading system to which
PubliCo is subject, or corporate governance procedures established
by the PubliCo Board), in his or its discretion, as applicable
(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 (including the Minimum Bonus Amount) may be satisfied
in the form of equity compensation which 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 . During the portion of the Term commencing on the
IPO Date, 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 portion of the Term commencing on the IPO Date, 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 executive’s 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.
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(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 IPO 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
of the IPO Date as contemplated by Section 3(b) of this Agreement,
or any other action by the Firm which results in a material
diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by
the Firm, promptly after receipt of notice thereof given by the
Executive; or (B) a material breach of the terms of this Agreement
following the IPO Date, including, without limitation, any failure
by the Firm to comply with any of the provisions of Section 3(c)
o
