Form of Employment Agreement between Registrant and David E. Wezdenko



 EXHIBIT 10.9 
 EVERCORE GROUP HOLDINGS L.P. 
 July 18,
2006                                        

 Mr. David Wezdenko 
 80 John Street 
 New York, NY 10034 
 Dear David: 
 On behalf of Evercore Group Holdings L.P. (“EGHLP”) and its affiliates (collectively, “Evercore”), I am pleased to present to you this
letter agreement, which sets forth the terms and conditions of your employment. 
  

	1.	Position: 

 You shall serve as a Senior
Managing Director and Executive Vice President of Evercore, as well as its Chief Financial Officer, and you shall have such specific duties, responsibilities and authorities consistent with your position, as shall be determined by the co-Chief
Executive Officers of Evercore (currently Roger Altman and Austin Beutner) (our “CEOs”), to whom you will report. While a Senior Managing Director, you shall work in Evercore’s principal executive offices in New York City, New York,
subject to travel in the course of performing your duties for Evercore. You agree to devote substantially all of your business time and use your best reasonable efforts in the performance of your duties hereunder and, during your employment
hereunder, you agree not to engage in any other business, profession or occupation for compensation without the prior written consent of at least one of our CEOs. Notwithstanding anything herein to the contrary, you shall not be prohibited from
(i) engaging in charitable, educational and non-profit activities, including serving on the boards of such entities, to the extent such activities are approved in advance by at least one of our CEOs, or (ii) from managing your personal
and/or family investments and affairs, so long as such management does not interfere with the performance of your duties hereunder. 
  

	2.	Cash Compensation: 

 With respect to
compensation for your employment with Evercore, you will receive the following compensation and benefits, from which Evercore shall be entitled to withhold any amounts required by applicable law: 
 (a) For calendar year 2006, so long as you remain employed through the end of such calendar year, Evercore shall pay you (i) a Base
Salary at the rate of $500,000 per annum, payable in accordance with the normal payroll practices of Evercore, and (ii) a guaranteed annual bonus of $200,000 (the “Signing Bonus”), payable at such time as annual bonuses in respect of
2006 are otherwise generally payable to senior executives of Evercore; provided, however, that in the event Evercore does not complete an initial public offering of its equity securities (an “IPO”) on or prior to
December 31, 2006, your total annual cash compensation, payable in part as Base Salary as provided herein, and in part as an annual bonus, will be $1,000,000 in the aggregate. 







 (c) For calendar year 2007 and all calendar years thereafter, your annual cash
compensation will be payable in a manner that is commensurate with your position with Evercore, as determined by the CEOs on an annual basis. 
  

	3.	Termination of Employment: 

 In the event of
any termination of your employment with Evercore, you (or your estate or legal representative, as the case may be) shall also be entitled to any unpaid Base Salary and Signing Bonus accrued through your date of termination. 
 Upon any termination of your employment with Evercore, in no event shall you be under any obligation to seek other employment and there shall be no
offset against any amounts, benefits or entitlements due to you on account of any remuneration or benefits provided by any subsequent employment you may obtain or on account of any claims Evercore may have against you. 
  

	4.	Other Terms of Employment: 

 While you are
employed with Evercore, you will be eligible to participate in Evercore welfare, pension and other employee benefit plans or programs that are generally made available to other Senior Managing Directors of Evercore. 
 Your employment with Evercore is for an unspecified duration and constitutes “at-will” employment, and this employment relationship may be
terminated at any time, with or without good cause or for any or no cause, at your or Evercore’s option, with or without notice without further obligation of either party hereunder, except as otherwise provided herein; provided that you
will be obligated to give Evercore 30 days advance written notice of any voluntary resignation of your employment. Upon your termination of employment with Evercore for any reason, you agree to resign, as of the date of such termination and to the
extent applicable, from any board of directors or committees of Evercore or its affiliates on which you serve and any board, committees or other organizations on which you serve in a representative capacity of Evercore or its affiliates. 

Evercore shall reimburse you for all reasonable business-related expenses you incur in connection with the performance of your duties in accordance
with its policies. 
 Evercore agrees to indemnify and hold you and your heirs harmless, and advance any costs and expenses to you or your
heirs in connection with any defense of a claim requiring such indemnification, in any such case to the maximum extent provided in the by-laws of Evercore and the applicable Partnership Agreement. 
 As a condition of your employment, you agree to sign Evercore’s agreement relating to the confidentiality of Company information, noncompetition and
nonsolicitation covenants and intellectual property, a copy of which is attached hereto as Exhibit A (the “Employee Agreement”), concurrently with your execution of this letter agreement, to be effective as of the commencement of
your employment. 
 All notices or communications hereunder shall be in writing, addressed: (i) to Evercore at its principal corporate
headquarters, to the attention of Mr. Roger Altman and Mr. Austin Beutner, Co-Chief Executive Officers of Evercore, or their successors, and (ii) to you at the most 
  

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 recent residential address contained within the personnel records of Evercore (or to such other address as such party may
designate in a notice duly delivered as described below). Any such notice or communication shall be delivered by telecopy, by hand or by courier (provided written confirmation of receipt is obtained) or sent certified or registered mail, return
receipt requested, postage prepaid, addressed as above, and in the case of delivery other than by hand, the third business day after the actual date of mailing shall constitute the time at which notice was given. 
 Except as otherwise provided in the Employee Agreement, any controversy or claim arising out of or relating to this letter agreement and its Exhibits or
the breach or threatened breach of such agreements or exhibits, that cannot be resolved by you and Evercore, including any dispute as to the calculation of any payments hereunder, shall be submitted to final and binding arbitration in the Borough of
Manhattan, New York City, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any such award shall be entered into any court of competent jurisdiction. Each party shall be responsible for its
own costs and expenses; provided, however, that Evercore will pay all of your legal and accounting fees incurred in connection with you (or your estate) enforcing any rights under this letter agreement, including its Exhibits, or in defending
against any challenge to such rights, only in the event that you substantially prevail in any such arbitration on all material issues being so arbitrated. 
 EGHLP represents and warrants that (i) it is fully authorized to enter into this letter agreement, including its Exhibits, and to perform its obligations under it, (ii) the execution, delivery and
performance of this letter agreement, including its Exhibits, by Evercore does not violate any applicable regulation, order, judgment or decree or any agreement, plan or corporate governance document of Evercore or any agreement among holders of its
shares or the units of Evercore L.P. and (iii) upon the execution and delivery of this letter agreement, including its Exhibits, by Evercore and you, this letter agreement, including its Exhibits, shall be a valid and binding obligation of
Evercore, enforceable in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. 
 This letter agreement and its Exhibits shall be construed, interpreted and governed in accordance with the laws of New York, without reference to
principles of conflicts of law. 
 This letter agreement (together with its Exhibits, including your executed Employee Agreement, and the
applicable Partnership Agreements) supersedes any and all prior representations and agreements, whether written or oral regarding the subject matter hereof (unless otherwise explicitly provided in this Agreement) and contains the entire
understanding of the parties with respect to your employment with Evercore and there are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter contained herein other than
those expressly set forth herein. In all events, there shall be no contractual or similar restrictions on your right to terminate your employment with Evercore or on your post-employment activities, other than restrictions expressly set forth in
this letter agreement, the Employee Agreement, and the Partnership Agreements, as applicable. This letter agreement may not be altered, modified or amended, except by written instrument signed by the parties hereto and may be executed in
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The failure of a party to insist upon strict adherence to any term of this letter agreement on any occasion
shall not be considered a waiver of such party’s rights or deprive 
  

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 such party of the right thereafter to insist upon strict adherence to that term or any other term of this letter
agreement. Any waiver of any provision of this letter agreement and its Exhibits shall only be effective if such waiver is in a writing that expressly identifies the provision whose control is being waived and is signed by the party against whom it
is being enforced. 
 In the event of any conflict between any provision of this letter agreement and any provision of any plan, policy,
program of, or other agreement with, Evercore (excluding any Partnership Agreement), the provision of this letter agreement shall govern. In the event of any conflict between any provision of this letter agreement and any provision of any applicable
Partnership Agreement, the provision of the Partnership Agreement shall govern. 
 This letter agreement and its Exhibits shall be binding
upon and inure to your benefit and that of Evercore and our respective successors, heirs (in your case) and assigns. Your rights and obligations under this letter agreement and its Exhibits shall not be assignable by you (other than by will,
operation of law or as otherwise permitted herein or pursuant to any applicable plan, policy, program or arrangement of, or other agreement with, Evercore) but may be assigned by Evercore to an entity which is a successor in interest to
substantially all of the assets of Evercore, provided such entity assumes the liabilities, obligations and duties of Evercore under this letter agreement and its Exhibits. Once executed by Evercore, this letter agreement shall be irrevocable by
Evercore from the date first written above, provided that you execute and deliver this letter agreement within 7 days of such date. 
 [Signatures on next page.] 
  

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 If the foregoing terms and conditions are acceptable and agreed to by you, please sign on the line
provided below to signify such acceptance and agreement and return the executed copy to the undersigned. 
  

			
	 EVERCORE GROUP HOLDINGS L.P.
  
 By: Evercore Group Holdings L.L.C., its general partner

		
	 By:
	 	  
 /S/    AUSTIN M.
BEUTNER

	 Name:
	 	Austin M. Beutner
	 Title:
	 	Managing Member


 Accepted and Agreed this 18th day of July, 2006. 
  

	
	  
 /S/    DAVID
WEZDENKO

	David Wezdenko