FORM OF FIRST AMENDMENT TO AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSNonCompetition Agreement |
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Exhibit
10.2
FORM OF
FIRST AMENDMENT TO AGREEMENT RELATING TO RETENTION AND
NONCOMPETITION
AND OTHER COVENANTS
First
Amendment (the “First
Amendment”), dated as of May 7, 2008 (the “Effective Date”), to
Agreement Relating to Retention and Noncompetition and Other Covenants by and
between 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, and its and their predecessors and successors, the “Firm”),
and [
] (the “Executive”), dated as
of May 4, 2005 (the “Agreement”);
and
WHEREAS,
the Firm and the Executive wish to amend the Agreement to (i) make Lazard Ltd, a
company incorporated under the laws of Bermuda (“PubliCo”), a party to
the Agreement, as amended by the First Amendment, through PubliCo’s execution of
the First Amendment, and (ii) modify Schedule I to such Agreement to, among
other things, extend certain of the obligations thereunder and to make such
other changes to the Agreement and Schedule I as are necessary in order for the
terms thereof to comply with Section 409A of the Internal Revenue Code of 1986,
as amended.
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, Lazard and PubliCo hereby agree as
follows:
Effective
as of the Effective Date, PubliCo shall become a party to the Agreement and
Schedule I of the Agreement shall hereby be amended and restated in the form
attached hereto.
IN
WITNESS WHEREOF, the Executive and the Board of Directors of each of Lazard and
PubliCo have caused this First Amendment to be executed and delivered on the
date first above written.
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[
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LAZARD
GROUP LLC
(on
its behalf, and on behalf of its
subsidiaries
and affiliates)
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By:
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Name:
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Title:
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LAZARD
LTD
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By:
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Name:
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Title:
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SCHEDULE
I
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Name
(as per Preamble):
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[ ]
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HoldCo
Interests (as per Section 2(b)):
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[ ]
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Profit
Interests (as per Section 2(d)):
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[ ]
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Effective upon the
Effective Date of the First Amendment to this Agreement, this Schedule I shall
take effect and its provisions shall constitute binding and enforceable
agreements of the Firm.
1. Title. Notwithstanding
anything to the contrary contained in Section 3(b) of this Agreement, from the
Effective Date through March 31, 2011, the Executive shall serve as Managing
Director and Chief Financial Officer of PubliCo and of Lazard Group
LLC.
2. Compensation. Notwithstanding
anything to the contrary contained in Sections 3(c)(i) and (ii) of this
Agreement, subject to the Executive’s continued employment with the Firm during
the period from the Effective Date through March 31, 2011, the Executive shall
be entitled to receive (i) an annual base salary of not less
than [ ]
(“Base Salary”)
and (ii) 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. For purposes hereof, the term Base Salary shall refer
to Base Salary as in effect from time to time, including any
increases. Notwithstanding anything to the contrary contained in
Section 3(c)(iv) of this Agreement, during the portion of the Term commencing on
the Effective Date, subject to the Executive’s continued employment, 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.
3. Severance Pay and Benefits
under Certain Circumstances. Notwithstanding anything to the
contrary contained in Section 3(d) of this Agreement, in the event that during
the period commencing on the Effective Date and concluding on March 31, 2011,
the Executive’s employment with the Firm is terminated by the Firm without Cause
or by the Executive for Good Reason (as defined below) (a “Qualifying
Termination”), Lazard shall pay the Executive, in a lump sum in cash
within thirty (30) days after the Date of Termination, the aggregate of the
following amounts: (i) any unpaid Base Salary through the Date of Termination;
(ii) any earned and unpaid cash bonus amounts for fiscal years of Lazard
completed prior to the Date of Termination (determined in accordance with
paragraph 2 above and with any such bonus to be paid in full in cash); and (iii)
the product of (1) the “Severance Multiple”
(as defined below) and (2) the sum of (x) the Base Salary and (y) the average annual bonus
(or, to the extent applicable, cash distributions, and including any bonuses
paid in the form of equity awards based on the grant date value of such equity
awards in accordance with the normal valuation methodology used by Lazard) paid
or payable to the Executive for the two completed fiscal years of Lazard
immediately preceding the fiscal year during which occurs the Date of
Termination (the “Average
Bonus”). In addition, (i) for a period of months equal to the
product of (1) 12 and (2) the Severance Multiple, the Executive and his
eligible dependents shall continue to be eligible to participate in the medical
and dental benefit plans of Lazard on the same basis as the Executive
participated in such plans immediately prior to the Date of Termination, to the
extent that the applicable plan permits such continued participation for all or
any portion of such period (it being agreed that Lazard will use its reasonable
efforts to cause such continued coverage to be permitted under the applicable
plan for the entire period), which benefits continuation period shall not run
concurrently with or reduce the Executive’s right to continued coverage under
COBRA and (ii) to the extent permitted under the applicable plan, the Executive
will receive addition
