Exhibit
10.1


 


LEHMAN BROTHERS
HOLDINGS INC.


 


AGREEMENT
EVIDENCING A GRANT OF


RESTRICTED STOCK
UNITS


 


TO


 




	
  Number of Restricted Stock
  Units

  	
   

  	
  Date of
  Grant

  
	
   

  	
   

  	
   

  
	
  Restricted Stock
  Units

  	
   

  	
   

  






 


1)     Grant of Units. Pursuant to the Lehman Brothers Holdings
Inc. 2005 Stock Incentive Plan (the “Plan”), Lehman Brothers Holdings Inc. (the
“Company”) hereby grants you, as of the Date of Grant specified above, the
number of Restricted Stock Units (“Units”) specified above (which number of
Units may be adjusted pursuant to Paragraph 9 below) subject to the terms and
conditions set forth herein and in the Plan. A Unit represents the right to
receive one share of common stock (par value $0.10 per share) of the Company (“Common
Stock”).


 


2)     Additional Documents; Definitions. Enclosed you will find a
copy of the Plan which is incorporated in this instrument by reference and made
a part hereof, and a copy of the Plan prospectus. The Plan and the prospectus
should be carefully examined. All capitalized terms not defined herein shall have
the meaning ascribed to such terms under the Plan.


 


3)     Vesting. The Units awarded to you hereunder shall vest
immediately upon the Date of Grant.


 


4)     Termination of Service. Units are payable in shares of
Common Stock upon termination of your service on the Board of Directors of the
Company. Delivery of Common Stock hereunder shall be made on the 30th
day following termination of service.


 


5)     Dividend Equivalents. As of each date a dividend or other
distribution is paid or made on Common Stock to holders of record on and after
the Date of Grant specified above, you shall be credited with a number of
additional Units equal to the product of (i) the amount of such dividend or
distribution paid on one share of Common Stock, multiplied by (ii) the number
of Units then held by you, divided by the (iii) closing price of one share of
Common Stock on the New York Stock Exchange on such date. Such additional Units
shall vest immediately.


 


6)     Limitation on Obligations. The Company’s obligation with
respect to the Units granted hereunder is limited solely to the delivery to you
of shares of Common Stock on the date when such shares are due to be delivered
hereunder, and in no way shall the Company


 

















 


become obligated to pay
cash in respect of such obligation (except for cash paid pursuant to Paragraph
8 below).


 


7)     Non-Assignment. Units may not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of by you, except by
will or the laws of descent and distribution. If you or anyone claiming under
or through you attempts to violate this Paragraph 7, such attempted violation
shall be null and void and without effect, and the Company’s obligation to
issue any Common Stock hereunder shall terminate.


 


8)     Change in Control. Except as set forth below, upon the
occurrence of a Hostile Change in Control, the sales restrictions shall lapse
and shares of Common Stock shall be issued. Except as set forth below, upon the
occurrence of a Friendly Change in Control, you shall receive in the same form
of consideration as that received by shareholders generally, the undiscounted
market value (at the time of grant) for your Units, and the excess of the price
paid by an acquirer over such undiscounted market value shall be deferred for
the shorter of two years from the date of the Friendly Change in Control or the
term of any remaining restrictions (the “Deferred Period”), but your Units
shall remain otherwise subject to all issuance restrictions during the Deferred
Period. Neither of the foregoing shall be effective to the extent you have
tender or voting rights over shares of Common Stock held in trust with respect
to any Units, in which case you would only be issued Common Stock or receive
such undiscounted market value in the same form of consideration as that received
by shareholders generally (and after the Deferred Period, the excess price) in
respect of such Units upon successful completion of a Change in Control.


 


9)     Equitable Adjustment. In the event of any change in the
outstanding shares of Common Stock by reason of any Common Stock dividend or
split, recapitalization, merger, consolidation, spin-off, combination or
exchange of shares or other corporate exchange, or any distribution to
stockholders of Common Stock other than regular cash dividends, occurring after
the Date of Grant specified above, the number and kind of shares of Common
Stock which may be issued with respect to Units shall be adjusted so as to
reflect such change; provided that with
respect to Units granted to you, any adjustments shall be made only as
necessary to maintain your proportionate interest in shares of Common Stock and
preserve, without exceeding, the value of such Units, and shall be consistent
with the provisions of Code Section 409A.


 


10)   Code Section 409A. It is intended that none of the Units or
payments otherwise due hereunder shall be deferred, accelerated, extended, paid
out or modified in a manner that would result in the imposition upon you of an
additional tax under Section 409A of the Code; provided that neither Holdings nor
any of its employees or representatives shall have any liability to you with
respect to any such taxes. In the event that it is reasonably determined that,
as a result of Section 409A of the Code, payments hereunder may not be made at
the time contemplated by the terms of this Agreement or the Plan, as the case
may be, without causing you to be subject to taxation under Section 409A of the
Code, Holdings will make such payment on the first day that would not result in
your incurring any tax liability under Section 409A of the Code.


 

















 


11)   Amendment. The terms of this Agreement may be amended
from time to time by the Board in its sole discretion in any manner that it
deems appropriate (including, but not limited to, the acceleration provisions).


 


12)   No Right to Continued Service. The grant of Units shall not
confer on you any right to be retained in the service of the Company, or to
receive subsequent Units or other Awards under the Plan. The right of the
Company to terminate your service with it at any time or as otherwise provided
by any agreement between the Company and you is specifically reserved.


 


13)   Applicable Law. The validity, construction, interpretation,
administration and effect of the Plan, and of its rules and regulations, and
rights relating to the Plan and to this Agreement, shall be governed by the
substantive laws, but not the choice of law rules, of the State of Delaware.