FORM OF MASTER SEPARATION AGREEMENT by and among LAZARD LTD, LAZARD LLC, LAZ-MD HOLDINGS LLC and LFCM HOLDINGS LLC Dated as of , 2005Master Separation Agreement • April 11th, 2005 • Lazard LTD • Finance services • Delaware
This MASTER SEPARATION AGREEMENT (this “Agreement”), dated as of , 2005, by and among Lazard Ltd, a Bermuda limited company (“Lazard Ltd”), Lazard LLC, a Delaware limited liability company that will be renamed “Lazard Group LLC” (“Lazard Group”), LAZ-MD Holdings LLC, a Delaware limited liability company (formerly known as LF Holdings LLC) (“LAZ-MD”), and LFCM Holdings LLC, a Delaware limited liability company and currently a wholly owned subsidiary of Lazard Group (“LFCM,” and together with Lazard Ltd, Lazard Group and LAZ-MD, the “Parties” and each a “Party”).
FORM OF AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSForm of Agreement • April 11th, 2005 • Lazard LTD • Finance services • New York
AGREEMENT, dated as of , 2005 (this “Agreement”), by and between Lazard LLC, a Delaware limited liability company (“Lazard”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, and its and their predecessors and successors, the “Firm”), and the individual named on Schedule I (the “Executive”).
Underwriting AgreementUnderwriting Agreement • April 11th, 2005 • Lazard LTD • Finance services • New York
Lazard Ltd, a company incorporated under the laws of Bermuda (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.01 per share (“Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
FORM OF AGREEMENT RELATING TO RETENTION AND NONCOMPETITION AND OTHER COVENANTSForm of Agreement • April 11th, 2005 • Lazard LTD • Finance services • New York
AGREEMENT by and among Lazard Ltd, a company incorporated under the laws of Bermuda (the “Company”), Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), and Bruce Wasserstein (the “Executive”), dated as of the day of , 2005.
FORM OF AGREEMENT RELATING TO REORGANIZATION OF LAZARDForm of Agreement • April 11th, 2005 • Lazard LTD • Finance services • New York
AGREEMENT, dated as of , 2005 (this “Agreement”), by and between Lazard LLC, a Delaware limited liability company (“Lazard”), on its behalf and on behalf of its subsidiaries and affiliates (collectively with Lazard, and its and their predecessors and successors, the “Firm”), and Bruce Wasserstein (the “Executive”).
