Amendment to Amended and Restated Agreement Relating to Retention and Noncompetition and Other Covenants, dated as of May 25, 2023, by and among the Registrant, Lazard Group LLC and Evan L. Russo
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EX-10.3 4 ex10-3.htm
Exhibit 10.3
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 Evan L. Russo (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 extension of the Agreement and certain other matters, 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. | Term. The parties agree that the second sentence of Section 1 of the Agreement is hereby deleted and replaced with the following: |
“Notwithstanding the foregoing, certain provisions of this Agreement will expire on March 31, 2028, subject to earlier termination in accordance with this Agreement (the date of termination of such terms, the “Specified Expiration Date”); provided that, upon a Change in Control (as defined in Lazard’s 2018 Incentive Compensation Plan, as it may be amended from time to time, or any successor plan thereto (the “Plan”)), the Specified Expiration Date shall automatically be extended so that it occurs not less than two years from the effective date of such Change in Control.”
| 2. | Application of Deferred Compensation Retirement Policy. The parties hereby agree that each reference in Section 3(d)(v) of the Agreement to “December 31, 2025” shall be replaced with the phrase “December 31, 2028”. In addition, the parties hereby agree that the following phrase shall be added to the end of the first sentence of Section 3(d)(v) of the Agreement: |
“and the Executive is not otherwise entitled to retire pursuant to the Policy at such time in accordance with the terms thereof”
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| 3. | Good Reason Definition. The parties hereby agree that clause (ii) of the definition of “Good Reason” shall be deleted and replaced with the following: |
“(ii) any person is given the title of Chairman of the Firm’s Asset Management business, including Lazard Asset Management LLC (other than the Executive)”
| 4. | 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. |
| 5. | Sections 12, 14, 15 and 16 of the Agreement shall apply to this Amendment, mutatis mutandis. |
| 6. | 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.
| LAZARD LTD | |||
| By: | /s/ Scott D. Hoffman | ||
| Name: | Scott D. Hoffman | ||
| Title: | Chief Administrative Officer and General Counsel | ||
| LAZARD GROUP LLC | |||
| (on its behalf, and on behalf of its subsidiaries and affiliates) | |||
| By: | /s/ Scott D. Hoffman | ||
| Name: | Scott D. Hoffman | ||
| Title: | Chief Administrative Officer and General Counsel | ||
| /s/ Evan L. Russo | |||
| Evan L. Russo | |||
