ESC Fund definition
Examples of ESC Fund in a sentence
The LFI Fund Interests will be held in a restricted account established at a broker-dealer as may be selected by the Administrator from time to time (the “Broker-Dealer”), and the ESC Fund Interests will be held in an omnibus account established at a transfer agent as identified from time to time by the Company, in each case, for which the Company or one of its Affiliates will be the owner of record, as custodian, for the benefit of the Employee (as applicable, the “Fund Account”).
Solely in the case of the ESC Fund Interests, such Lazard Fund Interests shall not, after vesting, be transferred out of the brokerage account at the Broker-Dealer for any reason, other than pursuant to a redemption by the Employee or by the Company as provided in Section 4 of this Agreement.
Accordingly, prior to the applicable Final Vesting Date, neither the Employee nor any of the Employee’s creditors or beneficiaries will have the right to subject the Remaining Interests to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, hedge, exchange, attachment or garnishment or any similar transaction; provided, however, that in the case of ESC Fund Interests, even after vesting, such Lazard Fund Interests shall remain non-transferable as provided in Section 3.
In addition, the Employee shall receive an audited annual report with respect to the ESC Fund Interests, if any, in the Fund Account in such a manner and at such time as determined by the Company.
After any ESC Fund Interest has vested and is no longer subject to the applicable Restriction Period or after any Remaining Interest is no longer subject to forfeiture restrictions, the Employee may redeem, in whole or in part, such vested ESC Fund Interest for an amount in cash equal to the then current net asset value of such ESC Fund Interest on the date of the Employee’s redemption (as determined in the Administrator’s discretion).
In the event that the Employee was previously granted LFI Fund Interests, the Employee, by execution of this Agreement, agrees that the award agreements governing any such previously granted LFI Fund Interests are hereby amended to incorporate the terms of this Agreement relating to ESC Fund Interests.
The Company agrees, or will cause its applicable Affiliate, to pay any and all original issue taxes and transfer taxes that may be imposed in connection with the purchase of any Interest, the transfer of an LFI Fund Interest or ESC Fund Interest to a brokerage account as provided in Section 3, together with any and all other fees and expenses necessarily incurred by the Company in connection therewith.
For the avoidance of doubt, at any time following Termination of Employment (as defined in the Plan) for any reason, the Company shall have the right to require the Employee to (a) redeem all or any portion of the Employee’s ESC Fund Interests for an amount in cash equal to the then current net asset value of such ESC Fund Interests as of the date of redemption (as determined in the Administrator’s discretion) or (b) require that any reallocation be invested solely in LFI Funds and not in ESC Funds.
As a condition to the issuance of the ESC Fund Interests pursuant to this Agreement, if the Employee is not a party to the Lazard ESC Funds LLC Agreement (the “ESC LLC Agreement”) as of the date hereof, the Employee shall, by executing this Agreement, be deemed to have executed and delivered to the Company a joinder to the ESC LLC Agreement and be bound by the terms thereof, as may be amended from time to time.