Lazard Ltd Non-Executive Director Compensation Arrangement (August 2005)
Lazard Ltd has established a compensation plan for its non-executive directors, providing each with an annual cash retainer of $50,000 and an annual award of deferred stock units (DSUs) valued at $50,000. Additional annual retainers are paid to committee chairs and members, split equally between cash and DSUs. All DSUs are issued under the company's equity incentive plan and will convert to Class A common stock according to a vesting schedule set by the Nominating & Governance Committee.
Exhibit 10.33
Description of Non-Executive Director Compensation
On August 9, 2005, the Board of Directors of Lazard Ltd approved an arrangement for the compensation of Non-Executive Directors that will provide them with an annual cash retainer of US $50,000 and an annual award of deferred stock units (“DSUs”) with a grant value of US $50,000. The Chair of the Audit Committee shall be paid an additional annual retainer of US $30,000 and the Chairs of each of the Nominating & Governance Committee and the Compensation Committee shall be paid an additional annual retainer US $20,000, in each case to be paid 50% in cash and 50% in DSUs. Each of the other members of the Audit Committee shall be paid an additional annual retainer of US $20,000 and each of the other members of the Nominating & Governance Committee and the Compensation Committee shall be paid an additional annual retainer of US $15,000, in each case to be paid 50% in cash and 50% in DSUs. All DSUs awarded under this arrangement will be (i) issued under the Lazard Ltd 2005 Equity Incentive Plan or any successor plan thereto, and (ii) converted to Lazard Class A common stock, par value $0.01 per share, and distributed to the Director in accordance with the vesting schedule determined by the Nominating & Governance Committee.
