Lazard Ltd – ‘8-K’ for 9/1/05 – EX-99

On:  Thursday, 9/8/05, at 4:07pm ET   ·   For:  9/1/05   ·   Accession #:  898822-5-1180   ·   File #:  1-32492

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K, Dated September 1, 2005                      4     11K 
 2: EX-99       Stock Unit Award                                       3     15K 

EX-99   —   Stock Unit Award

EX-99
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                                                                    EXHIBIT 99.1

STOCK UNIT AWARD

Dear ________:                                                                  

The following terms and conditions shall govern the Stock Unit Award  
granted by Lazard Ltd (the "Company") to you on ______ (the "Grant Date"):      

1.  GRANT AND VESTING OF STOCK UNITS.                                           

   (a) Subject to the provisions of this Award (as defined below) and to the
provisions of the Company's 2005 Equity Incentive Plan (the "Plan"), the Company
has granted you, as of the Grant Date, ________ Stock Units (the "Stock Units"),
with each full Stock Unit corresponding to one Share (the "Award"). All         
capitalized terms used herein, to the extent not defined, shall have the meaning
set forth in the Plan. The Stock Units shall at all times be vested and shall   
not be subject to forfeiture, but shall not be settled prior to the time        
provided for settlement pursuant to Sections 1(b) and 1(c) below.               

(b) In the event that you resign, retire, or otherwise cease to be a  
director of the Company for any reason after the date hereof, all Stock Units   
shall be settled, PROVIDED that, in the event that such event does not qualify  
as a "separation of service" from the Company within the meaning of Section     
409A(a)(2)(B)(i) of the Code and the regulations thereunder (a separation that  
does so qualify, a "Qualifying Separation"), such automatic settlement shall    
occur upon your Qualifying Separation from the Company, and, PROVIDED, FURTHER, 
that if you have become a "specified employee" (as defined in Section           
409A(a)(2)(B)(i) of the Code) as of the date of settlement provided for by this 
sentence, the date of settlement shall instead be the first business day that is
at least six months following your Qualifying Separation.                       

     (c) Notwithstanding the foregoing, in the event of a Change in Control, all
Stock Units shall automatically be settled, PROVIDED that, in the event that    
such Change in Control does not qualify as an event described in Section        
409A(a)(2)(A)(v) of the Code and the regulations thereunder, such Stock Units   
shall not be settled until the date upon which they would have been settled     
pursuant to Section 1(b) above.                                                 

2.  SETTLEMENT OF UNITS.                                                        

    Upon the settlement event specified in Section 1 above, the Company shall,
subject to Section 6 below, issue one Share and cause to be delivered to you one
or more unlegended, freely-transferable stock certificates in respect of each   
Share subject to the Stock Units (PROVIDED that in respect of any fractional    
Stock Unit, the Company shall, subject to Section 6, pay you cash in an amount  
equal to the product of such fraction and the Fair Market Value of a Share on   
the date of such settlement event).                                             

3.  NONTRANSFERABILITY OF THE STOCK UNITS.                                      

     Until such time as the Stock  Units are  ultimately  settled as provided in
Section 2 above,  the Stock Units shall not be  transferable  by you by means of
sale, assignment, exchange, encumbrance, pledge, hedge or otherwise.            

EX-99
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4.  RIGHTS AS A STOCKHOLDER.                                                    

  Until such time as the Stock Units are ultimately settled as provided in
Section 2 above, you shall not be entitled to any rights of a stockholder with  
respect to the Stock Units (including, without limitation, any voting rights or 
rights with respect to dividends). Notwithstanding the foregoing, if the Company
declares and pays cash dividends on the Common Stock prior to settlement of the 
Stock Units, the Company will pay you as soon as practicable following such     
dividend payment date an amount that is equivalent to the aggregate dividend    
that would have been paid with respect to the Stock Units if they were actual   
Shares on the dividend record date, PROVIDED that dividends and distributions   
other than regular quarterly cash dividends may result in an adjustment pursuant
to Section 3(c) of the Plan rather than dividend equivalent treatment pursuant  
to this sentence.                                                               

5.  PAYMENT OF TRANSFER TAXES, FEES AND OTHER EXPENSES.                         

The Company agrees to pay any and all original issue taxes and stock  
transfer taxes that may be imposed on the issuance of shares received by you in 
connection with the Stock Units, together with any and all other fees and       
expenses necessarily incurred by the Company in connection therewith.           

6.  OTHER RESTRICTIONS.                                                         

 (a) The Stock Units shall be subject to the requirement that, if at any
time the Committee shall determine that (i) the listing, registration or        
qualification of the Shares subject or related thereto upon any securities      
exchange or under any state or federal law is required, or (ii) the consent or  
approval of any government regulatory body is required, then in any such event, 
the grant of Stock Units shall not be effective unless such listing,            
registration, qualification, consent or approval shall have been effected or    
obtained free of any conditions not acceptable to the Committee.                

   (b) Any Shares issued upon settlement of the Stock Units shall be subject
to the Company's policies regarding compliance with securities laws, including  
but not limited to its Securities Trading Policy (as in effect from time to time
and any successor policies), and, pursuant to these policies, you shall be      
required to obtain pre-clearance from the General Counsel of the Company prior  
to purchasing or selling any of the Company's securities.                       

7.  TAXES.                                                                      

   You shall be responsible for the payment of any taxes with respect to the
Stock Units.                                                                    

8.  EFFECT OF AWARD.                                                            

  Except as otherwise provided hereunder, this Award shall be binding upon
and shall inure to the benefit of any successor or successors of the Company.   
The invalidity or enforceability of any provision of this Award shall not affect
the validity or enforceability of any other provision of this Award.            

9.  LAWS APPLICABLE TO CONSTRUCTION; CONSENT TO JURISDICTION.                   

   This Award shall be governed by and construed in accordance with the laws
of the State of New York (United States of America), without regard to          
principles of conflict of laws which                                            

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EX-99
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could cause the application of the law of any jurisdiction other than the State 
of New York. In addition to the terms and conditions set forth in this Award,   
the Stock Units are subject to the terms and conditions of the Plan, which is   
hereby incorporated by reference.                                               

10.  CONFLICTS AND INTERPRETATION.                                              

In the event of any conflict between this Award and the Plan, the Plan
shall control. In the event of any ambiguity in this Award, or any matters as to
which this Award is silent, the Plan shall govern including, without limitation,
the provisions thereof pursuant to which the Committee has the power, among     
others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and  
regulations relating to the Plan, and (iii) make all other determinations deemed
necessary or advisable for the administration of the Plan.                      

11.  AMENDMENT.                                                                 

   This Award may not be modified, amended or waived except by an instrument
in writing signed by both the Company and you; PROVIDED that any such           
modification, amendment or waiver of any provision of Section 6 shall only be   
permitted at a time when you are otherwise permitted to effect sales under the  
Company's trading policies and at a time when you are not aware of any material 
nonpublic information concerning the Company or its securities.                 

12.  SECTION 409A                                                               

The Company believes that the Stock Units constitute "deferred        
compensation" within the meaning of Section 409A of the Code, and it is the     
intention and belief of the Company that the provisions of this Award comply in 
all respects with Section 409A of the Code. If the Company determines after the 
Grant Date that an amendment to this Award is necessary to ensure the foregoing,
it may, notwithstanding Section 11, make such amendment, effective as of the    
Grant Date or any later date, without your consent (PROVIDED that any such      
amendment shall be narrowly tailored to achieve such compliance with as limited 
deviation from the intent of this Award as of the date hereof as is             
practicable).                                                                   

13.  HEADINGS.                                                                  

  The headings of paragraphs herein are included solely for convenience of
reference and shall not affect the meaning or interpretation of any of the      
provisions of this Award.                                                       

              Sincerely,

                                         _____________________________________
         Name:
          Title:

                           On behalf of Lazard Ltd

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		9/8/05
For Period End:		9/1/05							4
									List all Filings

35 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/26/24  Lazard Group LLC                  10-Q        3/31/24  103:10M                                    Workiva Inc Wde… FA01/FA
 4/26/24  Lazard, Inc.                      10-Q        3/31/24  107:11M                                    Workiva Inc Wde… FA01/FA
 2/23/24  Lazard Group LLC                  10-K       12/31/23  141:18M                                    Workiva Inc Wde… FA01/FA
 2/23/24  Lazard, Inc.                      10-K       12/31/23  147:19M                                    Workiva Inc Wde… FA01/FA
 2/02/24  Lazard, Inc.                      S-4 POS     2/02/24    3:101K                                   Donnelley … Solutions/FA
11/27/23  Lazard Ltd.                       S-4/A                  2:571K                                   Donnelley … Solutions/FA
11/13/23  Lazard Ltd.                       S-4                    5:599K                                   Donnelley … Solutions/FA
10/27/23  Lazard Group LLC                  10-Q        9/30/23  105:12M                                    Workiva Inc Wde… FA01/FA
10/27/23  Lazard Ltd.                       10-Q        9/30/23  108:13M                                    Workiva Inc Wde… FA01/FA
 7/31/23  Lazard Group LLC                  10-Q        6/30/23  105:12M                                    Workiva Inc Wde… FA01/FA
 7/31/23  Lazard Ltd.                       10-Q        6/30/23  108:13M                                    Workiva Inc Wde… FA01/FA
 5/02/23  Lazard Group LLC                  10-Q        3/31/23  112:18M                                    ActiveDisclosure/FA
 5/02/23  Lazard Ltd.                       10-Q        3/31/23  115:19M                                    ActiveDisclosure/FA
 2/23/23  Lazard Group LLC                  10-K       12/31/22  147:30M                                    ActiveDisclosure/FA
 2/23/23  Lazard Ltd.                       10-K       12/31/22  151:32M                                    ActiveDisclosure/FA
10/31/22  Lazard Group LLC                  10-Q        9/30/22  105:20M                                    ActiveDisclosure/FA
10/31/22  Lazard Ltd.                       10-Q        9/30/22  108:22M                                    ActiveDisclosure/FA
 8/01/22  Lazard Group LLC                  10-Q        6/30/22  105:21M                                    ActiveDisclosure/FA
 8/01/22  Lazard Ltd.                       10-Q        6/30/22  108:23M                                    ActiveDisclosure/FA
 5/02/22  Lazard Group LLC                  10-Q        3/31/22  105:16M                                    ActiveDisclosure/FA
 5/02/22  Lazard Ltd.                       10-Q        3/31/22  108:18M                                    ActiveDisclosure/FA
 2/28/22  Lazard Group LLC                  10-K       12/31/21  153:31M                                    ActiveDisclosure/FA
 2/28/22  Lazard Ltd.                       10-K       12/31/21  157:33M                                    ActiveDisclosure/FA
11/01/21  Lazard Group LLC                  10-Q        9/30/21  109:20M                                    ActiveDisclosure/FA
11/01/21  Lazard Ltd.                       10-Q        9/30/21  112:22M                                    ActiveDisclosure/FA
 8/03/21  Lazard Group LLC                  10-Q        6/30/21  109:20M                                    ActiveDisclosure/FA
 8/03/21  Lazard Ltd.                       10-Q        6/30/21  112:22M                                    ActiveDisclosure/FA
 5/04/21  Lazard Group LLC                  10-Q        3/31/21  113:16M                                    ActiveDisclosure/FA
 5/04/21  Lazard Ltd.                       10-Q        3/31/21  116:18M                                    ActiveDisclosure/FA
 2/26/21  Lazard Group LLC                  10-K       12/31/20  158:30M                                    ActiveDisclosure/FA
 2/26/21  Lazard Ltd.                       10-K       12/31/20  162:31M                                    ActiveDisclosure/FA
11/02/20  Lazard Group LLC                  10-Q        9/30/20  115:20M                                    ActiveDisclosure/FA
11/02/20  Lazard Ltd.                       10-Q        9/30/20  118:22M                                    ActiveDisclosure/FA
 8/04/20  Lazard Group LLC                  10-Q        6/30/20  115:21M                                    ActiveDisclosure/FA
 8/04/20  Lazard Ltd.                       10-Q        6/30/20  118:23M                                    ActiveDisclosure/FA