Exhibit 10.26
SECOND AMENDMENT TO
AGREEMENT RELATING TO RETENTION AND
NONCOMPETITION AND OTHER COVENANTS
SECOND AMENDMENT (the “
Second 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 Michael J.
Castellano (the “ Executive ”), to the Agreement
Relating to Retention and Noncompetition and Other Covenants
between the Executive and the Firm, dated as of May 4, 2005
and first amended as of May 7, 2008 (the “
Agreement ”).
WHEREAS the Firm and the Executive
wish to amend the Agreement to provide for the treatment of certain
restricted stock units and deferred cash awards granted to the
Executive in the event that the Executive retires on or after
March 31, 2011.
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 Agreement
as follows:
SECTION 1. Addition to Schedule I
of New Paragraph 8. The following new paragraph is hereby added
to Schedule I:
“8. Retirement.
Notwithstanding anything contained herein or in any restricted
stock unit award agreement (an “ RSU Agreement
”) or deferred cash award agreement (a “ DCA
Agreement ”) entered into between the Firm and the
Executive prior to or after the date hereof, with respect to
(i) all restricted stock units and deferred cash awards
granted to the Executive prior to the date hereof and (ii) all
restricted stock units and deferred cash awards granted to the
Executive after the date hereof as part of the Firm’s
ordinary annual incentive compensation process (all such awards,
referred to herein as “ Ordinary Compensation Awards
”), if the Executive voluntarily terminates his employment on
or after March 31, 2011, subject to the Executive’s
continued compliance with the restrictive covenants set forth in
the applicable RSU Agreement or DCA Agreement through the
applicable vesting date of the Ordinary Compensation Award (without
regard to the earlier expiration of the stated duration of any such
restricted covenant, other than such earlier expiration due to the
occurrence of a “change of control” of the Firm as
defined in the Firm’s applicable incentive compensation
plan), the Executive’s Ordinary Compensation Awards will
continue to vest on the dates (or upon the events) set forth in
each such RSU Agreement or DCA Agreement; provided ,
however , that, if, as of the date of the Executive’s
voluntary termination of employment (whether prior to, on or after
March 31, 2011), the Firm has
adopted a retirement policy
applicable to the Firm’s equity compensation program (the
“ Retiremen
