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FORM OF FIRST AMENDMENT TO AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTS

NonCompetition Agreement

FORM OF FIRST AMENDMENT TO AGREEMENT RELATING TO RETENTION AND
 
NONCOMPETITION AND OTHER COVENANTS | Document Parties: LAZARD GROUP LLC You are currently viewing:
This NonCompetition Agreement involves

LAZARD GROUP LLC

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Title: FORM OF FIRST AMENDMENT TO AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTS
Date: 5/9/2008

FORM OF FIRST AMENDMENT TO AGREEMENT RELATING TO RETENTION AND
 
NONCOMPETITION AND OTHER COVENANTS, Parties: lazard group llc
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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.
 
 
[                     ]


LAZARD GROUP LLC
(on its behalf, and on behalf of its
subsidiaries and affiliates)
 
 
 
By:
 
Name:
Title:


LAZARD LTD
 
 
 
By:
 
Name:
Title:
 
 

 


 

SCHEDULE I
 
Name (as per Preamble):
[            ]
HoldCo Interests (as per Section 2(b)):
[            ]
Profit Interests (as per Section 2(d)):
[            ]


           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 additional years of age and service credit equal to the Severance Multiple for purposes of determining his eligibility for and right to commence receiving benefits under the retiree health care benefit plans of Lazard Group.  For purposes of the provision of the health care benefits as provided above, the amount of such health care benefits provided in any given calendar year shall not affect the amount of such benefits provided in any other calendar year, and the Executive’s right to the health care benefits may not be liquidated or exchanged for any other benefit.
 
 
 
2

 
 
 
     In addition, in the case of a Qualifying Termination, with respect to the fiscal year of Lazard during which the Date of Termination occurs, the Executive shall receive a pro-rata annual bonus payable in cash determined as follows:
 
     (i) if the Date of Termination occurs prior to or on December 31, 2008, the pro-rata annual bonus shall be determined by the administrator of the Lazard Ltd 2005 Bonus Plan consistent with Section 5(c) thereof on the same basis as annual bonus is determined for other executive officers of PubliCo;
 
     (ii) if (A) the Date of Termination occurs after December 31, 2008 and prior to or on December 31, 2010 and (B) with respect to the fiscal year during which the Date of Termination occurs, (1) the Executive was reasonably expected by Lazard to be a “covered employee” (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “ Code ”)) prior to his Date of Termination, and (2) the annual bonus that the Executive was eligible to receive for such year was originally intended by Lazard to satisfy the performance-based exception under Section 162(m) of the Code (without regard to any entitlement to payment upon termination of employment), the Executive’s pro-rata annual bonus shall equal the product of (1) the amount determined by the Compensation Committee based on the Firm’s actual performance for the fiscal year of the Firm in which the Date of Termination occurs on the same basis as annual bonus is determined for other executive officers of the Firm (which, subject to the limits on any such bonus due to the level of satisfaction of the performance goals previously established for purposes of Section 162(m) of

 
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