|
001-32492
|
98-0437848
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
Clarendon
House, 2 Church Street, Hamilton, Bermuda
|
HM
11
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
|
(e)
|
|
|
|
New Employment
Agreements
|
|
|
On May 7, 2008,
Lazard Ltd (“Lazard”)
and Lazard Group LLC (f/k/a Lazard LLC) (“Lazard
Group”) entered into (i) an Amended and Restated Agreement Relating
to Retention and Noncompetition and Other Covenants (the “Golub
Agreement”) with Steven J. Golub, Managing Director of Lazard
Group, Vice Chairman of Lazard and Chairman of the Financial Advisory
Group of Lazard Group, and (ii) a First Amendment to the Agreement
Relating to Retention and Noncompetition and Other Covenants
(collectively, the “Employment
Agreement Amendments”) with each of Michael J. Castellano, Managing
Director and Chief Financial Officer of Lazard and Lazard Group, Scott D.
Hoffman, Managing Director and General Counsel of Lazard and Lazard Group,
and Charles G. Ward, III, President of Lazard and Lazard Group (collectively, and
together with Mr. Golub, the “Executives”). The
Golub Agreement supersedes the Agreement Relating to Retention and
Noncompetition and Other Covenants entered into between Lazard Group and
Mr. Golub on May 4, 2005. Each of the Employment Agreement
Amendments supersedes, with respect to its subject matter, Schedule I of
each Executive’s prior retention agreement entered into with Lazard Group
on May 4, 2005.
|
|
|
Each of
the Employment Agreement Amendments and the Golub Agreement provides for
an employment term commencing on May 7, 2008 and ending on March 31, 2011,
unless earlier terminated in accordance with the terms of the Employment
Agreement Amendment or the Golub Agreement, as applicable. The
Employment Agreement Amendments and the Golub Agreement set forth a
minimum annual base salary for each of Messrs. Golub, Castellano, Hoffman
and Ward of $900,000, $500,000, $600,000 and $900,000,
respectively. The minimum annual
base salary for each of Mr. Golub and Mr. Ward was reduced from $1.5
million in his prior retention agreement, and the minimum annual base
salary for all the Executives replaces the guaranteed annual
compensation (which was a combination of base salary and annual bonus)
that each was entitled to receive under their prior retention
agreement. In addition, each Executive is entitled to an annual
bonus to be determined under the applicable annual bonus plan of Lazard
Group on the same basis as annual bonuses are determined for other
executive officers of Lazard and paid in the same ratio of cash to equity
awards as is applicable to other executives, provided that the Executive
is employed by Lazard and Lazard Group at the end of the applicable fiscal
year.
|
|
|
If the
employment of an Executive is terminated during the employment term due to
a termination by Lazard and Lazard Group without cause or by the Executive
for good reason then such Executive will be entitled to receive (i) any
unpaid base salary through the date of termination and any earned and
unpaid bonus amounts, (ii) the product of (a) two (or, if the termination
occurs after a change in control, three) and (b) the sum of such
Executive’s base salary and average annual bonus for the two fiscal years
prior to the date of the Executive’s termination, (iii) continued medical
and dental benefits for himself and his eligible dependents for two years
following termination (or three years if the termination occurs after a
change in control) and (iv) two additional years of age and service credit
(or three years if the termination occurs after a change in control) for
purposes of determining the Executive’s eligibility under the retiree
health care benefit plans of Lazard
Group.
|
|
|
In
addition, the Golub Agreement and the Employment Agreement Amendments
provide that if the Executive’s employment is terminated without cause or
for good reason, the Executive will receive a pro rata
bonus. The method employed to calculate the amount of the pro
rata bonus depends on certain circumstances so as to ensure the
deductibility of the payments for tax
purposes.
|
|
|
The
Golub Agreement and the Employment Agreement Amendments include amendments
to the definition of “good reason” intended to comply with recent tax law
changes and to provide that certain relocations will constitute good
reason. The Golub Agreement and the Employment Agreement
Amendments also continue to provide each Executive with a gross-up payment
in the event any amounts received by such Executive from Lazard or Lazard
Group become subject to the so-called “golden parachute” excise tax
imposed by Section 4999 of the Internal Revenue
Code.
|
|
|
The
Golub Agreement also provides that if Mr. Golub voluntarily resigns after
March 31, 2011, the restricted stock units (“RSUs”) that he
currently holds and the RSUs that he is awarded in fiscal year 2008
and later years as part of ordinary annual incentive compensation will
continue to vest on the original vesting dates, subject only to compliance
with the applicable restrictive covenants through the applicable vesting
date (without regard to the earlier expiration of the stated duration of
any such restricted covenant), and will not be forfeited upon the
termination of his employment.
|
|
|
The
Golub Agreement and the Employment Agreement Amendments do not modify the
Executives’ restrictive covenants relating to confidential information,
noncompetition, nonsolicitation of clients, no hire of employees,
nondisparagement and transfer of client
relationships.
|
|
|
New
Incentive Compensation Plan
At
Lazard’s annual meeting of the shareholders on May 6, 2008, the
shareholders approved the 2008 Incentive Compensation Plan (the “2008
Plan”). Lazard’s Board of Directors had previously
adopted the 2008 Plan, subject to shareholder approval. For a
description of the 2008 Plan, see Lazard’s Definitive Proxy Statement on
Schedule 14A, filed with the Securities and Exchange Commission on March
24, 2008. A copy of the 2008 Plan is attached as Annex B to
such Proxy Statement.
|
|
Item
8.01
|
Other
Events.
|
|
|
On May
7, 2008, Amendment No. 2 to the Operating Agreement of Lazard Group dated
as of May 10, 2005 (the “Operating Agreement
Amendment”) was adopted. The Operating Agreement Amendment (i)
reduces the advance notice requirement for board meetings convened to
resolve or act upon anything relating to (1) the revocation or termination
of the appointment of, or any request for the resignation or retirement
of, Lazard Group’s chairman or chief executive officer or (2) any
revocation, reduction or limitation of the powers, authorities or
discretions delegated or otherwise granted to Lazard Group’s chairman or
chief executive officer, in each case, from at least seven business days
to a date reasonably in advance of such meeting (but in no event more than
five days) and (ii) eliminates the requirement that board action (1) to
revoke or terminate the appointment of, or to request the resignation or
retirement of, Lazard Group’s chairman or chief executive officer or (2)
to revoke, reduce or limit the powers, authorities or discretions
delegated or otherwise granted to Lazard Group’s chairman or chief
executive officer be, in each case, preceded by a recommendation from a
majority of the members of Lazard’s Nominating and Governance
Committee.
|
|
|
In
addition, on May 7, 2008, Lazard, Lazard Group and LAZ-MD Holdings LLC
(“LAZ-MD
Holdings”) entered into the Second Amendment to the Master
Separation Agreement (the “MSA
Amendment”), dated as of May 10, 2005, by and among Lazard, Lazard
Group, LAZ-MD Holdings and LFCM Holdings LLC (the “MSA”). The
MSA Amendment modifies certain provisions of the MSA governing the
exchange of LAZ-MD Holdings exchangeable
interests.
|
|
|
The
above summary of the Golub Agreement, the Employment Agreement Amendments,
the Operating Agreement Amendment and the MSA Amendment is qualified in
its entirety by reference to the complete terms and provisions of such
agreement and amendments which are filed as exhibits to this Current
Report on Form 8-K.
|
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
Exhibit
Number
|
Description
of Exhibit
|
|
|
2.1
|
Second
Amendment dated as of May 7, 2008, to the Master Separation Agreement
dated as of May 10, 2005, as amended, by and among Lazard Ltd, Lazard
Group LLC and LAZ-MD Holdings LLC.
|
|
|
10.1
|
Amended
and Restated Agreement Relating to Retention and Noncompetition and Other
Covenants dated as of May 7, 2008, by and among Lazard Ltd, Lazard Group
LLC and Steven J. Golub.
|
|
|
10.2
|
Form
of First Amendment dated as of May 7, 2008, to Agreement Relating to
Retention and Noncompetition and Other Covenants dated as of May 4, 2005,
for each of Michael J. Castellano, Scott D. Hoffman and Charles G. Ward,
III.
|
|
|
10.3
|
Amendment
No. 2 dated as of May 7, 2008, to the Operating Agreement of Lazard Group
LLC dated as of May 10, 2005.
|
|
LAZARD
LTD
(Registrant)
|
|||
|
By:
|
/s/ Michael
J. Castellano
|
||
|
Name:
|
Michael
J. Castellano
|
||
|
Title:
|
Chief
Financial Officer
|
||
|
Exhibit
Number
|
Description
of Exhibit
|
|
|
2.1
|
Second
Amendment dated as of May 7, 2008, to the Master Separation Agreement
dated as of May 10, 2005, as amended, by and among Lazard Ltd, Lazard
Group LLC and LAZ-MD Holdings LLC.
|
|
|
10.1
|
Amended
and Restated Agreement Relating to Retention and Noncompetition and Other
Covenants dated as of May 7, 2008, by and among Lazard Ltd, Lazard Group
LLC and Steven J. Golub.
|
|
|
10.2
|
Form
of First Amendment dated as of May 7, 2008, to Agreement Relating to
Retention and Noncompetition and Other Covenants dated as of May 4, 2005,
for each of Michael J. Castellano, Scott D. Hoffman and Charles G. Ward,
III.
|
|
|
10.3
|
Amendment
No. 2 dated as of May 7, 2008, to the Operating Agreement of Lazard Group
LLC dated as of May 10, 2005.
|