Amendment to Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants
Exhibit 10.1
Amendment to Amended and Restated Agreement
Relating to Retention and Noncompetition and Other Covenants
This Amendment to the Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants (this “Amendment”) is made on May 25, 2023, by and between Lazard Ltd, a company incorporated under the laws of Bermuda (“Lazard”),
Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard and Lazard
Group, and its and their predecessors and successors, the “Firm”) on the one hand, and Xxxxxxx X. Xxxxxx (the “Executive”),
on the other hand.
WHEREAS, the Executive previously entered into an Amended and Restated Agreement Relating to Retention and Noncompetition and Other
Covenants with Lazard and Lazard Group, dated as of March 31, 2022 (the “Agreement”); and
WHEREAS, each of the parties hereto desires to amend the Agreement, effective as of the date hereof, in order to reflect the Executive’s
transition into the role of Executive Chairman, as set forth herein.
NOW THEREFORE, in consideration of the premises contained herein and for other good and valuation consideration, the receipt and adequacy
of which are hereby acknowledged, the Executive, Lazard and Lazard Group hereby agree as follows:
| 1. |
Duties and Responsibilities. The parties agree that the following new sentence shall be
added after the first sentence of Section 3(b) of the Agreement:
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“Notwithstanding the foregoing, effective as of October 1, 2023 (the “Transition
Date”), the Executive shall cease to serve as the Chief Executive Officer of Lazard and Lazard Group and shall instead (i) serve as a member of and as the Executive Chairman of the Board of Directors of Lazard, with the authority,
duties and responsibilities customary for such role and as determined by the Board of Directors of Lazard from time to time, with a primary focus on clients and business development, (ii) continue to report directly to the Board of
Directors of Lazard in such capacity and (iii) other than in respect of charitable, educational and similar activities that 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 Board of Directors of Lazard), shall devote his entire working time, labor, skill and energies to the business and affairs of the Firm.”
| 2. |
Base Salary. The parties agree that Section 3(c) of the Agreement
is amended by deleting the first sentence of Section 3(c)(i) of the Agreement and replacing it with the following:
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“Subject to the Executive’s continued employment hereunder, during the period ending on the Transition Date, the Executive shall
be entitled to receive an annual base salary of not less than $900,000 and, effective as of the Transition Date and ending on the Specified Expiration Date, the Executive shall be entitled to receive an annual base salary of not less than
$750,000 (such applicable amount, the “Base Salary”).”
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| 3. |
Severance Pay and Benefits. The parties agree that the definition of Average Bonus
contained in clause (y) of Section 3(d)(ii)(C) of the Agreement shall be deleted and replaced with the following:
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“the average annual bonus (or, to the extent applicable, cash distributions, and including any bonuses paid in the form of equity-based or fund interest
awards based on the grant date value of such awards in accordance with the normal valuation methodology used by Lazard) paid or payable (including any such amounts that may be deferred under any plan or arrangement of the Firm) to the Executive
for the two completed fiscal years of Lazard ending on each of December 31, 2021 and December 31, 2022 (the “Average Bonus”)”.
| 4. |
Good Reason Waiver. The Executive hereby agrees that nothing
provided for in this Amendment, including the Executive ceasing to serve as Chief Executive Officer of Lazard and Lazard Group on the Transition Date and the adjustment to base salary in Section 2 of this Amendment, shall constitute “Good
Reason” for purposes of the Agreement. In addition, the parties hereby agree that clause (iv) of the definition of “Good Reason” shall be deleted and replaced with the following:
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“(iv) failure of the Firm to continue, following the Specified Expiration Date, the Executive’s employment as Executive Chairman of the Board of Directors of Lazard pursuant to an agreement (which, for the avoidance of doubt, may be in a form similar to this Agreement) having terms and
conditions that are reasonable at the time of such expiration, except that, in the event the Executive rejects an offer of continued employment consistent with the foregoing, Good Reason shall not exist pursuant to this clause (iv).”
| 5. |
Except as set forth in this Amendment, all terms and conditions of the Agreement shall remain unchanged
and in full force and effect in accordance with their terms. All references to the “Agreement” in the Agreement shall refer to the Agreement as amended by this Amendment.
Any defined terms used in this Amendment and not defined herein shall have the meaning as set forth in the Agreement.
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| 6. |
Sections 12, 14, 15 and 16 of the Agreement shall apply to this Amendment, mutatis
mutandis.
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| 7. |
This Amendment may be executed in counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same
instrument. Delivery of an executed counterpart of a signature page of this Amendment by electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.
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IN WITNESS WHEREOF, each of the parties hereto has duly executed this Amendment as of the date first above written.
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By:
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/s/ Xxxxx X. Xxxxxxx | ||
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Chief Administrative Officer and General Counsel
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LAZARD GROUP LLC
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(on its behalf, and on behalf of its subsidiaries and affiliates)
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By:
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/s/ Xxxxx X. Xxxxxxx | ||
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Chief Administrative Officer and General Counsel
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/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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