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001-32492
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98-0437848
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Clarendon
House, 2 Church Street, Hamilton, Bermuda
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HM
11
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(Address
of Principal Executive Offices)
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(Zip
Code)
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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(e)
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On
January 29, 2008, Lazard Ltd (“Lazard”) and Lazard Group LLC (“Lazard
Group”) entered into an Amended and Restated Agreement Relating to
Retention and Noncompetition and Other Covenants with Bruce
Wasserstein
(the “2008 Retention Agreement”) providing for the continued employment of
Mr. Wasserstein as Chairman and Chief Executive Officer of
each of Lazard
and Lazard Group. Also on January 29, 2008, Lazard and Mr.
Wasserstein entered into a Stock Unit Agreement (the “Stock Unit
Agreement”) providing for the award of certain restricted stock units
described below. The 2008 Retention Agreement supersedes, with
respect to its subject matter, the prior retention agreement
among Lazard,
Lazard Group and Mr. Wasserstein dated as of May 4,
2005.
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The
2008 Retention Agreement provides for an employment term commencing
on
January 29, 2008 and ending on December 31, 2012, unless earlier
terminated in accordance with the terms of the 2008 Retention Agreement.
Under the 2008 Retention Agreement, Mr. Wasserstein is entitled
to receive
an annual base salary of no less than $900,000, which replaces
the minimum
base salary of $4,800,000 under Mr. Wasserstein’s prior retention
agreement. In addition, the Board of Directors of Lazard (the
“Board”) and its Compensation Committee (the “Committee”) may, in their
discretion, award Mr. Wasserstein annual bonuses for each fiscal
year
during the employment term, which, in the case of restricted stock
units
granted for 2008, 2009 and 2010, will be subject to certain vesting
and
forfeiture provisions, which could be expected to be similar to
those
described in the 2008 Retention Agreement.
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The
2008 Retention Agreement also entitles Mr. Wasserstein to a special
retention award of restricted stock units under Lazard’s 2005 Equity
Incentive Plan in respect of 2,700,000 shares of Lazard’s Class A common
stock (the “Retention RSUs”) on the terms set forth in the Stock Unit
Agreement. Subject to the terms of the Stock Unit Agreement,
the Retention RSUs will vest and no longer be subject to any
restriction
on December 31, 2012. If Mr. Wasserstein’s employment is
terminated on or prior to December 31, 2012 all unvested Retention
RSUs
will be forfeited, except that if Mr. Wasserstein’s employment is
terminated by Lazard without cause or due to his disability then,
subject
to his compliance with certain restrictive covenants, all Retention
RSUs
will remain outstanding and vest on December 31, 2012. All
outstanding Retention RSUs will also vest upon certain changes
in control
of Lazard or upon Mr. Wasserstein’s death. The Stock Unit
Agreement entitles Mr. Wasserstein to receive additional restricted
stock
units on each date on which Lazard pays ordinary cash dividends
on its
Class A common stock in amounts with a value equal to the aggregate
dividend that would have been paid in respect of the Retention
RSUs if
they had been actual shares of Class A common stock.
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If
Mr. Wasserstein’s employment terminates during (or upon his retirement
following the expiration of) the employment term then, consistent
with his
prior retention agreement, (i) Mr. Wasserstein will be entitled
to receive
his base salary through the date of termination and any earned
and unpaid
bonus amounts, (ii) other than upon a termination by Lazard for
cause, Mr.
Wasserstein, his current spouse and eligible dependents will be
entitled
to continue participating in Lazard Group’s medical and dental plans for
the remainder of Mr. Wasserstein’s life and that of his current spouse, in
each case to the extent permitted by the applicable plans, and
(iii) Mr.
Wasserstein will be entitled to receive the amounts and benefits
which he
is eligible to receive under the other benefit plans of Lazard
Group. The 2008 Retention Agreement also continues to provide
Mr. Wasserstein with a gross-up payment in the event any amounts
received
by Mr. Wasserstein from Lazard or Lazard Group become subject to
the
so-called “golden parachute” excise tax imposed by Section 4999 of the
Internal Revenue Code.
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The
2008 Retention Agreement subjects Mr. Wasserstein to restrictive
covenants
relating to confidential information, noncompetition, nonsolicitation
of
clients, no hire of employees, nondisparagement and transfer of
client
relationships.
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The
above summary of the 2008 Retention Agreement and the Stock Unit
Agreement
is qualified in its entirety by reference to the complete terms
and
provisions of such agreements which are filed as exhibits to this
Current
Report on Form 8-K.
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Exhibit
Number |
Description
of Exhibit
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10.1
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Amended
and Restated Agreement Relating to Retention and Noncompetition
and Other
Covenants, dated as of January 29, 2008, by and among Lazard
Ltd, Lazard
Group LLC and Bruce Wasserstein
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10.2
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Stock
Unit Agreement, dated as of January 29, 2008, between Lazard
Ltd and Bruce
Wasserstein
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| LAZARD LTD | |||
| (Registrant) | |||
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By:
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/s/ Scott D. Hoffman | |
| Name: Scott D. Hoffman | |||
| Title: Managing Director and General Counsel | |||
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Exhibit
Number |
Description
of Exhibit
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10.1
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Amended
and Restated Agreement Relating to Retention and Noncompetition
and Other
Covenants, dated as of January 29, 2008, by and among Lazard
Ltd, Lazard
Group LLC and Bruce Wasserstein
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10.2
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Stock
Unit Agreement, dated as of January 29, 2008, between Lazard
Ltd and Bruce
Wasserstein
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