UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) September 1, 2005
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LAZARD LTD
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(Exact Name of Registrant as Specified in Its Charter)
BERMUDA
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(State or Other Jurisdiction of Incorporation)
001-32492 98-0437848
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(Commission File Number) (IRS Employer Identification No.)
CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON, BERMUDA HM 11
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(Address of Principal Executive Offices) (Zip Code)
441-295-1422
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 1, 2005, the Non-Executive Directors of Lazard Ltd were
granted an annual deferred stock unit award pursuant to a compensatory
arrangement previously approved by the Board of Directors on August 9, 2005, and
disclosed in Lazard's Current Report on Form 8-K filed on August 10, 2005. The
form of the annual award letter, including the terms and conditions of the
grant, is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
The following exhibits are filed as part of this Current Report on Form 8-K:
99.1 Form of Award Letter for Annual Grant of Deferred Stock Units to
Lazard Ltd's Non-Executive Directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: September 8, 2005
LAZARD LTD
By: /s/ Scott D. Hoffman
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Name: Scott D. Hoffman
Title: Managing Director and General
Counsel
EXHIBIT INDEX
99.1 Form of Award Letter for Annual Grant of Deferred Stock Units to Lazard
Ltd's Non-Executive Directors.
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.
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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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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