LAZARD LTD
Exhibit
10.1
00
Xxxxxxxxxxx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
March 16,
2010
Trustees
of The Cranberry Dune 1998
Long-Term
Trust
c/o W.
Xxxxxx Xxxxxxxxxxx
1301
Avenue of the Xxxxxxxx
00xx
Xxxxx
Xxx Xxxx,
XX 00000
Ladies
and Gentlemen:
Reference is made to (a) the Amended
and Restated Stockholders’ Agreement (as amended from time to time, the “Stockholders’
Agreement”), dated as of November 6, 2006, by and among LAZ-MD Holdings
LLC, a Delaware limited liability company, Lazard Ltd, a company incorporated
under the laws of Bermuda (“Lazard Ltd”), and the
persons listed on the signature pages thereto, and (b) the Letter Agreement (the
“Letter
Agreement”), dated as of May 20, 2005, by and among the Trustees of The
Cranberry Dune 1998 Long-Term Trust (the “Trust”) and Lazard
Group LLC (“Lazard
Group” and, together with Lazard Ltd, “Lazard”). Each
capitalized term used and not defined herein shall have the meaning ascribed to
such term in the Stockholders’ Agreement or the Letter Agreement, as
applicable.
The Trustees of the Trust hereby agree
that immediately following the offering of Lazard Ltd common stock (the “Offering”) pursuant
to the terms and conditions stated in the Underwriting Agreement, dated March
16, 2010, among Lazard Ltd, the selling shareholders party thereto and the
underwriters party thereto, Lazard’s obligation to nominate one person
designated by the Trust (or its designee) to the Board of Directors of Lazard
Ltd pursuant to the terms of the Letter Agreement shall
terminate. The Trustees of the Trust further agree that Xxxxx Xxxxx
will not stand for election at Lazard Ltd’s annual general meeting of
shareholders to be held on or about April 27, 2010.
Lazard hereby agrees that the Lock-Up
Period set forth in Section 4.4 of the Stockholders’ Agreement is deemed
inapplicable to the Offering. Lazard further agrees that it will
waive the Lock-Up Period set forth in Section 4.4 of the Stockholders’ Agreement
with respect to the Trust’s registration of any Registrable Securities in
connection with a Public Offering pursuant to the Annual Registration in
2010.
This letter agreement shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to principles of conflict of laws which could cause the
application of the law of any jurisdiction other than the State of New
York. This letter agreement may not be amended or modified, other
than by a written agreement executed by the parties hereto. This
letter agreement shall be binding upon and inure to the benefit of Lazard and
the Trust and their respective successors and assigns.
Each of Lazard and the Trustees of
the Trust, intending to be legally
bound, has caused this letter agreement to be executed and delivered in its name
and on its behalf as of the date first above written.
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By
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Name:
Xxxxx X. Xxxxxxx
Title:
Managing Director and General
Counsel
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LAZARD
GROUP LLC,
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By
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Name:
Xxxxx X. Xxxxxxx
Title:
Managing Director and General
Counsel
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XXXXXX
X. XXXXXXXXXXX,
AS
TRUSTEE FOR THE
CRANBERRY
DUNE 1998 LONG-TERM
TRUST,
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By
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| /s/ Xxxxxx X. Xxxxxxxxxxx | |
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Name: Xxxxxx
X. Xxxxxxxxxxx
Title:
Co-Trustee
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