March 31, 2022 Ashish Bhutani C/o Lazard Ltd
EXHIBIT 10.4
March 31, 2022
Xxxxxx Xxxxxxx
X/x Xxxxxx Xxx
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
| Re: | Resignation |
You have informed us of your intention to retire from all your positions with Lazard Ltd (“Lazard”). This letter agreement (this “Agreement”) memorializes the terms under which you will be resigning as Chief Executive Officer (“CEO”) of Lazard Asset Management LLC (“XXX”), Chairman of Lazard’s Asset Management business and Vice Chairman of Lazard. For purposes of this Agreement, the “Firm” means, collectively, Lazard, Lazard Group LLC (“Lazard Group”) and their subsidiaries, affiliates, predecessors and successors.
You agree to continue to serve as the CEO of XXX until June 1, 2022 (the “Transition Date”). From the Transition Date until December 31, 2022 (the “Resignation Date”), you will continue to provide services to the Firm as Chairman of its Asset Management business and Vice Chairman of Lazard. In furtherance of the foregoing, you agree and acknowledge that, prior to the Transition Date, you will execute and deliver to Lazard a Director Resignation Letter, in the form attached hereto as Exhibit A, to be effective as of the Transition Date. In addition, effective as of the Resignation Date, you will resign from each other position you hold as (i) a member of the board of directors or equivalent governing body (including all committees thereof), (ii) a manager and (iii) an officer, in each case, of any member of the Firm and any registered fund of the Firm, and will execute and deliver any documentation reasonably requested by the Firm in connection therewith.
From April 1, 2022 through the Resignation Date (the “Transition Period”), subject to your continued employment, you will continue to be entitled to receive a salary based on an annual rate of $750,000. You will also be eligible to receive an annual bonus in respect of calendar year 2022 to be determined under the terms of the applicable annual bonus plan of Lazard Group on the same basis as annual bonuses are determined for other executive officers of Lazard, with such annual bonus to be paid at the same time(s) and in the same ratio of cash to equity and deferred awards, including the form of award, as is applicable to executive officers of the Firm receiving annual bonuses at a level comparable to your annual bonus.
In addition, subject to your continued employment, during the Transition Period, you will continue to 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.
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You agree and acknowledge that neither the expiration and non-renewal of the Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants between you and the Firm, dated as of March 29, 2019 (the “Retention Agreement”) nor the matters set forth in this Agreement has or will entitle you to any cash severance or other benefits under the Retention Agreement or otherwise, except as otherwise provided herein. Notwithstanding the foregoing, you will remain entitled to any outstanding Lazard equity compensation or deferred awards (including any awards in respect of calendar year 2022) (your “Awards”) in accordance with Lazard’s Deferred Compensation Retirement Policy as described in Lazard’s Proxy Statement for the 2021 Annual Meeting of Shareholders (the “Policy”); provided that any requirement that you remain affiliated with the Firm after a payment, grant or allocation date with respect to your Awards will not apply. For purposes of your Awards, the parties agree that the date of your Termination of Employment (as defined in Lazard’s 2018 Incentive Compensation Plan, as in effect on the date hereof) will be the Resignation Date, and, for all purposes of such Awards, you will be treated as retirement eligible. In addition, you and the Firm will remain subject to continued compliance with any restrictive covenants contained in the Retention Agreement or an applicable award agreement governing outstanding Lazard equity compensation or deferred awards in accordance with their respective terms (which lapse upon a Change in Control (as defined for purposes of such Awards)). Following the Resignation Date, the Firm will timely pay or provide to you any other amounts or benefits required to be paid or provided or that you are eligible to receive under any plan or program of the Firm, including any retirement or post-employment welfare benefit plan. If you are required to sign a release of claims in connection with receipt of any benefits upon retirement, it will be in a form that is no less favorable to you than the release attached to the Retention Agreement, as if it remained in full force and effect (the “Release”).
Notwithstanding the expiration of the Retention Agreement, (i) if prior to the Resignation Date, you experience a termination without Cause (as defined in the Retention Agreement, as if it remained in full force and effect), you will (x) receive (subject to delivering a Release), in a lump sum on the 61st day after the Resignation Date, a payment equal to the sum of your Base Salary and Average Bonus (each, as defined in the Retention Agreement, as if it remained in full force and effect) and (y) continue to be eligible to participate in the medical and dental plans of Lazard Group for 12 months following the Resignation Date on the basis of, and in accordance with, the terms and conditions set forth in Section 3(d)(ii) of the Retention Agreement, as if it remained in full force and effect; (ii) in the event of your death or Disability (as defined in the Retention Agreement, as if it remained in full force and effect) prior to the Resignation Date, you will receive a pro-rata annual bonus consistent with Section 3(d)(ii) of the Retention Agreement, as if it remained in full force and effect; (iii) for purposes of your Awards, the definitions of Cause, Good Reason and Disability as set forth in the Retention Agreement and the treatment of your Awards upon a termination for Good Reason as set forth in Section 3(d)(iv) of the Retention Agreement will continue to apply as if the Retention Agreement was in full force and effect; and (iv) in the case of the definitions of Cause, Good Reason and Disability as used in this paragraph, such definitions will be interpreted as necessary to ensure that such terms continue to provide you with the protections intended to be provided through the use of such definitions notwithstanding the expiration of the Retention Agreement. For the avoidance of doubt, the provisions of Sections 3(d)(v) and 3(g) of the Retention Agreement will apply as if set forth herein.
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The Firm will continue to indemnify you with respect to your service to the Firm and maintain coverage under directors’ and officers’ liability insurance during your employment and while potential liability exists, in the same amount and to the same extent as the Firm covers its other officers and directors, which obligations shall survive the termination of your service to the Firm.
This Agreement (including any exhibit thereto) constitutes the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and subject matter hereof and, except as otherwise set forth herein, supersedes and replaces any and all prior agreements, understandings, statements, representations and warranties, written or oral, express or implied or whenever and howsoever made, directly or indirectly relating to the subject matter hereof.
[Signature Page immediately follows.]
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We cannot thank you enough for your remarkable career with Lazard. Please indicate your understanding and agreement with the foregoing by signing a copy of this Agreement where indicated below and returning it to the Firm’s attention.
| Sincerely, | ||
| LAZARD LTD | ||
| By: | /s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | General Counsel and Chief Administrative Officer | |
| Acknowledged and agreed, |
| /s/ Xxxxxx Xxxxxxx |
| By: Xxxxxx Xxxxxxx |
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Exhibit A
Director Resignation Letter
Clarendon Xxxxx
0 Xxxxxx Xxxxxx
Xxxxxxxx XX 00
Xxxxxxx
Xxxxxxxxx: the Secretary
Dear Sirs,
I, Xxxxxx Xxxxxxx, hereby tender my resignation as a Director of Lazard Ltd. (the “Company”), with effect from June 1, 2022. Without prejudice to any right to indemnification by the Company to which I may be entitled under the Company’s bye-laws or otherwise in respect of any action which may be brought against me in the future in connection with, or arising out of, my service as a Director of the Company, I hereby confirm that I have no claim or right of action whatsoever against the Company for loss of office and that the Company is in no way obligated or indebted to me in that regard.
| Yours faithfully, | ||
| Signed: | ||
| Xxxxxx Xxxxxxx | ||
| Dated: | ||
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