Exhibit 10.06


 





 


TRACY
BINKLEY


MANAGING
DIRECTOR


 


 


April 5,
2006


 


By Hand


 


Jonathan
E. Beyman


 


Dear
Jon:


 


This letter will confirm our understanding with
respect to your resignation from Lehman Brothers Inc. and its subsidiaries and
affiliates (together, the “Firm”).


 


You have expressed your intent to resign voluntarily
from the Firm, but have agreed to provide transition services and to undertake
certain other obligations as provided in this letter.


 


Effective as of May 31, 2006, you will resign
your position as Managing Director and all committee memberships and other
positions you hold with the Firm (your “Resignation Date”).  You will continue to receive base
salary and benefits coverage through the Resignation Date.  During
this time, you will work to ensure an orderly and successful transition of your
responsibilities.  In consideration of
your agreement to work through your Resignation Date and your commitment to
abide by the other terms contained in this agreement, including the obligation
not to solicit employees and to be reasonably available to the Firm for transition
and advisory services, the Firm will pay to you a cash special separation
payment of $800,000, less tax withholdings and deductions, on or about January 1,
2007.


 


If you materially breach any obligation you have
under this letter agreement, you will not receive the special payment and, if
such payment has already been made, will be required to promptly repay such
amount to the Firm. Pursuant to the Firm’s policy regarding bonus entitlements
for terminating employees, you acknowledge that you are not receiving a bonus
for fiscal year 2006 and that you are not entitled to severance.


 


In consideration of the terms of this agreement,
including the special separation payment, you agree as follows:


 


a)              you will reasonably cooperate with the Firm
with respect to matters relating to your responsibilities while employed by the
Firm, including but not limited to any business-related litigations,
arbitrations or investigations;


 

















 


b)             through December 31, 2006, you will be
reasonably available from time to time to the CAO of the Firm and his or her
designees to advise on business matters pertaining to your areas of expertise
and experience;


 


c)              consistent with your existing obligations to
the Firm, you will continue to maintain in strictest confidence all
confidential or proprietary information concerning or relating to the Firm
and/or its clients and not disclose or provide access to or copies of such
information, directly or indirectly, to any other person or entity without the
Firm’s prior written consent, and will return to the Firm any and all Firm
property that you may possess within one week after your last day of active
employment;


 


d)             you will not disparage the Firm or its
directors or officers, and you will not direct, encourage or suggest in any way
to any other person that such other person disparage the Firm or its directors
or officers; and


 


e)              through May 31, 2008, you will not for the benefit or any person or entity other than the
Firm directly or indirectly, in any capacity whatsoever, solicit, recruit or
otherwise encourage the resignation of any person who is currently an
executive, employee, agent, consultant or independent contractor of the Firm,
or who was so within the twelve-month period preceding such solicitation,
recruitment, or encouragement.


 


In addition to the above, you agree to the terms of
the release attached to this letter as Exhibit A.  Notwithstanding the release and
the other terms of this agreement, you will remain eligible for indemnification
pursuant and subject to the corporate charter and by-laws with respect to your
employment through your Resignation Date.


 


Your rights to benefits under any employee benefits
plans, including your rights with respect to any outstanding equity awards, and
your rights under any investment partnerships, will be determined in accordance
with the terms of such plans and partnerships and any applicable agreements, as
such apply in the case of a voluntary resignation from the Firm.  Please be advised that our employee benefits
plans may be modified or terminated in accordance with plan terms.


 


You have been given a period of twenty-one days from
the date of this letter to review and consider it before signing.  In addition, you may revoke the agreement
within seven days of your signing it by delivering a written notice of
revocation addressed to Tracy Binkley, Lehman Brothers, 745 7th
Avenue, New York, New York.  Should you
revoke the agreement, it will be null and void.


 


This letter constitutes the entire agreement between
you and the Firm and supersedes any other written or unwritten agreement
between you and the Firm with respect to the separation of your
employment.  This letter may only be
amended or terminated by a written agreement signed by you and the Firm.  This letter will be binding on the Firm and
its successors and assigns.


 


2

















 


Finally, I want to express my sincere appreciation
for your contributions to Lehman Brothers and your agreement to work with us through
this transition. If this letter accurately reflects our understanding, please
sign in the space indicated below and return the signed copy to me.


 


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  /s/ Tracy Binkley

  	
   

  	
   

  
	
  Tracy Binkley

  	
   

  
	
  Global Director of Human Resources

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Jonathan E. Beyman

  	
   

  	
  April 6, 2006

  	
   

  
	
  Jonathan E. Beyman

  	
  Date

  



 


3

















 


Exhibit A:  Release


 


In consideration of the benefits described in the
letter agreement to which this Exhibit A is attached, you agree to forever
release the Firm, including all affiliated companies, past and present parents,
subsidiaries and divisions and present and former employees, officers,
directors, successors and assigns, from all claims you may now have based on
your employment with the Firm, or the termination of that employment, to the
maximum extent permitted by law.  This
includes a release, to the maximum extent permitted by law, of any rights or
claims you may have under federal, state or local laws of the United States,
including: the Age Discrimination in Employment Act, which generally prohibits
age discrimination in employment; Title VII of the Civil Rights Act of 1964,
which generally prohibits discrimination in employment based on race, color,
national origin, religion or sex; the Americans with Disabilities Act, which
generally prohibits discrimination on the basis of disability; the Employee
Retirement Income Security Act of 1974, which governs the provision of pension
and welfare benefits; and all other federal, state or local laws prohibiting
employment discrimination.  This also
includes a release by you of any claims for wrongful discharge, any
compensation claims, or any other claims under any statute, rule, regulation or
under the common law.  This release
covers both claims that you know about and those you may not know about.


 


 


	
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