001-32492
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98-0437848
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(Commission File Number)
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(IRS Employer Identification No.)
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Clarendon House, 2 Church Street, Hamilton, Bermuda
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HM 11
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(Address of Principal Executive Offices)
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(Zip Code)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
symbol(s)
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Name of each exchange on which registered
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Class A Common Stock
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LAZ |
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New York Stock Exchange
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Exhibit No.
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Description
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10.3 |
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99.1 | Press Release issued on May 26, 2023 | |
104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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LAZARD LTD
(Registrant)
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By:
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/s/ Scott D. Hoffman
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Name:
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Scott D. Hoffman
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Title:
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Chief Administrative Officer and General Counsel
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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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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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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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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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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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LAZARD LTD
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By:
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/s/ Scott D. Hoffman | ||
Name:
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Scott D. Hoffman
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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/ Scott D. Hoffman | ||
Name:
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Scott D. Hoffman
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Title:
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Chief Administrative Officer and General Counsel
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/s/ Kenneth M. Jacobs
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Kenneth M. Jacobs
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1. |
Term. The parties agree that the second sentence of Section 1 of the Agreement is hereby deleted and replaced with the following:
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2. |
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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3. |
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 sentence:
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4. |
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:
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5. |
Cause Definition. The parties hereby agree that, effective as of the Transition
Date, each reference to the “Firm’s Chief Executive Officer” in the definition of “Cause” in Section 3(e) of the Agreement shall be replaced with the phrase “Board of Directors of Lazard”.
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6. |
Good Reason Waiver and Definition. The Executive hereby agrees that nothing provided for
in this Amendment, including the Executive ceasing to serve as Chief Executive Officer of the Firm’s Financial Advisory business on the Transition Date, 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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7. |
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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8. |
Sections 12, 14, 15, and 16 of the Agreement shall apply to this Amendment, mutatis
mutandis.
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9. |
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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LAZARD LTD
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By:
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/s/ Scott D. Hoffman | ||
Name:
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Scott D. Hoffman
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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/ Scott D. Hoffman | ||
Name:
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Scott D. Hoffman
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Title:
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Chief Administrative Officer and General Counsel
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/s/ Peter R. Orszag
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Peter R. Orszag
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1. |
Term. The parties agree that the second sentence of Section 1 of the Agreement is hereby
deleted and replaced with the following:
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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:
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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:
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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.
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5. |
Sections 12, 14, 15 and 16 of the Agreement shall apply to this Amendment, mutatis
mutandis.
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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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LAZARD LTD
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By:
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/s/ Scott D. Hoffman | ||
Name:
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Scott D. Hoffman
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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/ Scott D. Hoffman | ||
Name:
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Scott D. Hoffman
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Title:
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Chief Administrative Officer and General Counsel
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/s/ Evan L. Russo
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Evan L. Russo
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Media Contact:
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Investor Contact:
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Judi Frost Mackey, + 1 212 632 1428 |
Alexandra Deignan, +1 212 632 6886
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judi.mackey@lazard.com |
alexandra.deignan@lazard.com
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