Common use of Duties and Responsibilities; Code of Conduct Clause in Contracts

Duties and Responsibilities; Code of Conduct. During the portion of the Term that is prior to the IPO Date, the Executive shall serve as a Managing Director of Lazard or one of its affiliates (including, but not limited to, HoldCo or PubliCo) and as Vice Chairman of Lazard, and during the portion of the Term commencing on and following the IPO Date, the Executive shall serve as Vice Chairman of PubliCo and as a Managing Director and the Chairman of the Financial Advisory Group of Lazard Group, LLC. In such positions, the Executive shall have such duties and responsibilities as the Head of Lazard (or after the IPO Date, the CEO) may from time to time determine and as are commensurate with such positions. During the Term, other than in respect of charitable, educational and similar activities which do not materially affect the Executive’s duties to the Firm (or in respect of directorships, trusteeships, or similar posts, in each case, that are approved by the head of the Lazard house at which the Executive serves as a Managing Director prior to the IPO Date, or the CEO or PubliCo Board as per the policy of PubliCo from and after the IPO Date), the Executive shall devote his entire working time, labor, skill and energies to the business and affairs of the Firm. During the Term, the Executive shall comply with the Firm’s professional code of conduct as in effect from time to time and shall execute on an annual basis and at such additional times as the Firm may reasonably request such code as set forth in the Firm’s “Professional Conduct Manual” or other applicable manual or handbook of the Firm as in effect from time to time and applicable to other managing directors in the same geographic location as the Executive.

Duties and Responsibilities; Code of Conduct. During the portion of Term until the Term that is prior to the IPO Specified Expiration Date, the Executive shall continue to (i) serve as the Chief Executive Officer of Lazard and Lazard Group, with such authority, duties and responsibilities as are consistent with the authority, duties and responsibilities exercised by the Executive in his capacity as Chief Executive Officer on the date hereof, including the authority, duties and responsibilities that he exercises as the chief executive officer of a public company, (ii) serve as a Managing Director of Lazard or one of its affiliates (including, but not limited to, HoldCo or PubliCo) member and as Vice Chairman of Lazard, and during the portion of the Term commencing on and following the IPO Date, the Executive shall serve as Vice Chairman of PubliCo and as a Managing Director and the Chairman of the Financial Advisory Group Board of Lazard GroupDirectors of Lazard, LLC. In with such positionsauthority, the Executive shall have such duties and responsibilities as are consistent with the Head authority, duties and responsibilities exercised by the Executive as Chairman of the Board of Directors of Lazard on the date hereof, (or after iii) report directly to the IPO Date, the CEOBoard of Directors of Lazard and (iv) may from time to time determine and as are commensurate with such positions. During the Term, other than in respect of charitable, educational and similar activities which that do not materially affect the Executive’s duties to the Firm (or in respect of directorships, trusteeships, or similar posts, in each case, that are approved by the head Board of the Lazard house at which the Executive serves as a Managing Director prior to the IPO Date, or the CEO or PubliCo Board as per the policy Directors of PubliCo from and after the IPO Date), the Executive Lazard) shall devote his entire working time, labor, skill and energies to the business and affairs of the Firm. During the Term, the Executive shall comply with the Firm’s professional code of conduct as in effect from time to time and shall execute on an annual basis and at such additional times as the Firm may reasonably request such code as set forth in the Firm’s “Professional Conduct Manual” or other applicable manual or handbook of the Firm as in effect from time to time and applicable to other managing directors in the same geographic location as the Executive.

Duties and Responsibilities; Code of Conduct. During the portion of Term until the Term that is prior to the IPO Specified Expiration Date, the Executive shall continue to (i) serve as a Managing Director either, in Lazard’s sole discretion, (A) the Chief Financial Officer of Lazard or one of its affiliates (including, but not limited to, HoldCo or PubliCo) and as Vice Chairman of Lazard, and during the portion of the Term commencing on and following the IPO Date, the Executive shall serve as Vice Chairman of PubliCo and as a Managing Director and the Chairman of the Financial Advisory Group of Lazard Group, LLC. In with such positionsauthority, the Executive shall have such duties and responsibilities as are consistent with the Head authority, duties and responsibilities exercised by the Executive on the date hereof or (B) Associe-Gerant and Vice Chairman of European Investment Banking of, or in another senior leadership position with, the Firm in Paris, France (such position a “Xxxxxx Xxxxx Position”), with such authority, duties and responsibilities as are consistent with such positions (provided that, without his consent, the Executive’s principal place of employment may not be transferred to Paris, France prior to 90 days after such change in position), (ii) report directly to (A) the Firm’s Chief Executive Officer and the Audit Committee of the Board of Directors of Lazard, if the Executive is then serving as Chief Financial Officer of Lazard and Lazard Group, or (or B) the Firm’s Chief Executive Officer or, after consultation with the IPO DateExecutive, Chief Operating Officer, if the CEOExecutive is then serving in a Xxxxxx Xxxxx Position, and (iii) may from time to time determine and as are commensurate with such positions. During the Term, other than in respect of charitable, educational and similar activities which that do not materially affect the Executive’s duties to the Firm (or in respect of directorships, trusteeships, or similar posts, in each case, that are approved by the head of the Lazard house at which the Firm’s Chief Executive serves as a Managing Director prior to the IPO Date, or the CEO or PubliCo Board as per the policy of PubliCo from and after the IPO DateOfficer), the Executive shall devote his entire working time, labor, skill and energies to the business and affairs of the Firm. Lazard agrees that at any time prior to the Specified Expiration Date, the Executive shall be entitled to resign from his position as Chief Financial Officer of Lazard and Lazard Group and commence employment in a Xxxxxx Xxxxx Position, in which case this Agreement shall remain in effect until the Specified Expiration Date and such change in position shall not constitute a termination of employment or resignation for purposes of this Agreement. In the event that the Executive commences a Xxxxxx Xxxxx Position, until the Specified Expiration Date, the Executive shall receive total compensation commensurate with his contributions to the Firm, his seniority and the level of his position, taking into account what others in similar positions have been or are being paid. Notwithstanding anything contained herein to the contrary, upon a Change in Control, if the Executive is not then serving in a Xxxxxx Xxxxx Position, Lazard shall cease to have the right to require the Executive to serve in such position and relocate to Paris, France. During the Term, the Executive shall comply with the Firm’s professional code of conduct as in effect from time to time and shall execute on an annual basis and at such additional times as the Firm may reasonably request such code as set forth in the Firm’s “Professional Conduct Manual” or other applicable manual or handbook of the Firm as in effect from time to time and applicable to other managing directors in the same geographic location as the Executive.

Duties and Responsibilities; Code of Conduct. During the portion of Term until the Term that is prior to the IPO Specified Expiration Date, the Executive shall (i) continue to serve as a Managing Director the Chief Financial Officer of Lazard and Lazard Group until June 1, 2022, at which time (or one of its affiliates (includingsuch earlier time as may be determined by the Firm’s Chief Executive Officer, but not limited to, HoldCo or PubliCo) and as Vice Chairman of Lazard, and during the portion of the Term commencing on and following the IPO Datein his discretion), the Executive shall instead serve as Vice Chairman of PubliCo and as a Managing Director and the Chairman Chief Executive Officer of the Financial Advisory Group Firm’s Asset Management business, including Chief Executive Officer of Lazard GroupAsset Management LLC, LLC. In (ii) have, while serving as Chief Financial Officer, such positionsauthority, the Executive shall have such duties and responsibilities as are consistent with the Head authority, duties and responsibilities exercised by the Executive on the date hereof, and while serving as Chief Executive Officer of Lazard (or after the IPO DateFirm’s Asset Management business, have authority, duties and responsibilities that are consistent with such position as may be assigned by the CEO) may Firm’s Chief Executive Officer from time to time determine time, (iii) report directly to the Firm’s Chief Executive Officer and, while serving as Chief Financial Officer, the Audit Committee of the Board of Directors of Lazard and as are commensurate with such positions. During the Term, (iv) other than in respect of charitable, educational and similar activities which that do not materially affect the Executive’s duties to the Firm (or in respect of directorships, trusteeships, or similar posts, in each case, that are approved by the head of the Lazard house at which the Firm’s Chief Executive serves as a Managing Director prior to the IPO Date, or the CEO or PubliCo Board as per the policy of PubliCo from and after the IPO DateOfficer), the Executive shall devote his entire working time, labor, skill and energies to the business and affairs of the Firm. During the Term, the Executive shall comply with the Firm’s professional code of conduct as in effect from time to time and shall execute on an annual basis and at such additional times as the Firm may reasonably request such code as set forth in the Firm’s “Professional Conduct Manual” or other applicable manual or handbook of the Firm as in effect from time to time and applicable to other managing directors in the same geographic location as the Executive.

Duties and Responsibilities; Code of Conduct. During the portion of Term until the Term that is prior to the IPO Specified Expiration Date, the Executive shall continue to (i) serve as a Managing Director the Chief Operating Officer of Lazard and Lazard Group and the Chief Executive Officer of Financial Advisory of Lazard Group until June 3, 2019, at which time (or one of its affiliates (includingsuch earlier time as may determined by the Firm’s Chief Executive Officer, but not limited to, HoldCo or PubliCoin his discretion) and as Vice Chairman of Lazard, and during the portion of the Term commencing on and following the IPO Date, the Executive shall instead serve as Vice Chairman the President of PubliCo Lazard and as a Managing Director and the Chairman of the Financial Advisory Group of Lazard Group, LLC. In in either case, with such positionsauthority, the Executive shall have such duties and responsibilities as may be assigned by the Head of Lazard (or after the IPO Date, the CEO) may Firm’s Chief Executive Officer from time to time determine time, (ii) report directly to the Firm’s Chief Executive Officer and as are commensurate with such positions. During the Term, (iii) other than in respect of charitable, educational and similar activities which that do not materially affect the Executive’s duties to the Firm (or in respect of directorships, trusteeships, or similar posts, in each case, that are approved by the head of the Lazard house at which the Firm’s Chief Executive serves as a Managing Director prior to the IPO Date, or the CEO or PubliCo Board as per the policy of PubliCo from and after the IPO DateOfficer), the Executive shall devote his entire working time, labor, skill and energies to the business and affairs of the Firm. During the TermTerm and thereafter, during the Executive’s service as a Special Advisor to the Firm pursuant to Section 3(d)(ii)(C), the Executive shall comply with the Firm’s professional code of conduct as in effect from time to time and shall execute on an annual basis and at such additional times as the Firm may reasonably request such code as set forth in the Firm’s “Professional Conduct Manual” or other applicable manual or handbook of the Firm as in effect from time to time and applicable to other managing directors in the same geographic location as the Executive.