Exhibit
10.11


 


1999 NEUBERGER BERMAN INC.


LONG-TERM INCENTIVE PLAN


RESTATED AS OF NOVEMBER 8, 2007


 


 


ARTICLE I


PURPOSES


 


The purposes of the 1999
Neuberger Berman Inc. Long-Term Incentive Plan (the “Plan”) are to foster and
promote the long-term financial success of the Company and materially increase
shareholder value by (a) motivating superior performance by means
of performance-related incentives, (b) encouraging and providing
for the acquisition of an ownership interest in the Company by Employees and (c) enabling
the Company to attract and retain the services of outstanding employees upon
whose judgment, interest and special effort the successful conduct of its
operations is largely dependent.


 


ARTICLE II


DEFINITIONS


 


2.1  Certain
Definitions.  Capitalized terms used herein without
definition shall have the respective meanings set forth below:


 


“Act” means
the Securities Exchange Act of 1934, as amended.


 


“Adjustment
Event” means any stock dividend, stock split, share combination,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, exchange of shares or other
similar event affecting the Common Stock of the Company.


 


“Award”
means any Option, Restricted Stock, Restricted Unit, Incentive Stock, Incentive
Unit, Deferred Share, Supplemental Unit or any combination thereof, including
Awards combining two or more types of Awards in a single grant.


 


“Board”
means the Board of Directors of the Company.


 


“Cause”
means any of:


 


(a) 
the Participant’s having been convicted of, or entered a plea of nolo  contendere
to, a crime that constitutes a felony or a misdemeanor involving fraud, false
statements or misleading omissions, perjury, embezzlement, bribery, forgery or
counterfeiting or other similar crime (or an equivalent charge in jurisdictions
that do not use such designations);


 


(b) 
the willful failure by the Participant (other than due to physical or mental
illness) to perform substantially his duties as an employee of the Company or
any Subsidiary after reasonable notice to the Participant of such failure;


 


 

















 


(c) 
the Participant’s violation of any securities or commodities laws, any rules or
regulations issued pursuant to such laws, or the rules and regulations of
any securities or commodities exchange or association of which the Company or
any of its Subsidiaries or affiliates is a member;


 


(d) 
the Participant’s violation of any Company policy concerning hedging or
confidential or proprietary information, or material violation of any other Company
policy as in effect from time to time;


 


(e) 
the Participant’s engaging in any act or making any statement which impairs,
impugns, denigrates, disparages or negatively reflects upon the name,
reputation or business interests of the Firm; or


 


(f) 
the Participant’s engaging in any conduct that is injurious to the Company or
any Subsidiary; or


 


(g) 
the breach by the Participant of any written covenant or agreement with the
Company or any Subsidiary not to disclose any information pertaining to the
Company or any Subsidiary or not to compete or interfere with the Company or
any Subsidiary.


 


The
determination as to whether “Cause” has occurred shall be made by the
Committee.  The Committee shall also have
the authority to waive the consequences under the Plan of the existence or
occurrence of any of the events, acts or omissions constituting “Cause.”


 


“Change in
Control” means, with respect to any Award granted on or prior to November 8,
2007, the occurrence of any of the following events:


 


(a) 
the members of the Board at the beginning of any consecutive twenty-four
calendar month period (the “Incumbent Directors”) cease for any reason
other than due to death to constitute at least a majority of the members of the
Board, provided that any director whose election, or nomination for election by
the Company’s stockholders, was approved by a vote of at least a majority of
the members of the Board then still in office who were members of the Board at
the beginning of such twenty-four calendar month period other than as a result
of a proxy contest, or any agreement arising out of an actual or threatened
proxy contest, shall be treated as an Incumbent Director; or


 


(b) 
any “person,” including a “group” (as such terms are used in Sections 13(d) and
14(d)(2) of the Act), but excluding the Company, any Subsidiary or any
employee benefit plan of the Company or any Subsidiary becomes the “beneficial
owner” (as defined in Rule 13(d)-3 under the Act), directly or indirectly,
of securities of the Company representing 50% or more of the 


 


 


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combined voting power of the Company’s then outstanding securities; or


 


(c) 
the stockholders of the Company shall approve a definitive agreement (i) for
the merger or other business combination of the Company with or into another
corporation, a majority of the directors of which were not directors of the
Company immediately prior to the merger and in which the stockholders of the
Company immediately prior to the effective date of such merger own a percentage
of the voting power in such corporation that is less than one-half of the
percentage of the voting power they owned in the Company immediately prior to
such transaction or (ii) for the sale or other disposition of all
or substantially all of the assets of the Company to any other entity; provided,
in each case, that such transaction shall have been consummated; or


 


(d) 
the purchase of Common Stock pursuant to any tender or exchange offer made by
any “person,” including a “group” (as such terms are used in Sections 13(d) and
14(d)(2) of the Act), other than the Company, any Subsidiary, or an
employee benefit plan of the Company or any Subsidiary, for 50% or more of the
Common Stock of the Company; or


 


(e) an
event that would constitute a “Change in Control” within the meaning of Section 2(g) in
the Lehman Brothers Holdings Inc. 2005 Stock Incentive Plan.


 


 


Notwithstanding the
foregoing, a “Change in Control” shall not be deemed to occur in the event the
Company files for bankruptcy, liquidation or reorganization under the United
States Bankruptcy Code.


 


“Change in
Control” means, with respect to any Award granted after November 8,
2007, the occurrence of an event that would constitute a “Change in Control”
within the meaning of Section 2(g) in the Lehman Brothers Holdings
Inc. 2005 Stock Incentive Plan.


 


“Change in
Control Price” means the highest price per Share offered in conjunction
with any transaction resulting in a Change in Control (as determined in good
faith by the Committee (as constituted before the Change in Control) if any
part of the offered price is payable other than in cash) or, in the case of a
Change in Control occurring solely by reason of a change in the composition of
the Board, the highest Fair Market Value of the Stock on any of the 30 trading
days immediately preceding the date on which a Change in Control occurs.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and the regulations
thereunder.


 


“Committee” means the Compensation Committee of the Board, or
when section 162(m) of the Code or Rule 16b promulgated under the Act
would require action to be taken by a committee of “outside directors” or “Non-


 


 


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Employee
Directors,” as the case may be, the “Committee” shall be deemed to refer to a
subcommittee of the Compensation Committee that consist of two or more members
meeting such requirements, or the full Board in the absence of such a
subcommittee.


 


“Common Stock” means the common stock of the Company, par value
$0.01 per share.


 


“Company”
means Neuberger Berman Inc., a Delaware corporation, and any successor thereto.


 


“Deferred Share”
means the deferred share units that confer upon a Participant the right to
receive shares of Common Stock at the end of a specified deferral period as set
forth in Article VIII.


 


“Disability”
means a total disability within the meaning of any long-term disability plan
maintained for the benefit of the Participant or, if the Participant is not
covered by such a disability plan, then as determined by the Committee.


 


“Dividend Equivalents” means dividends paid by the Company with
respect to Shares corresponding to Awards awarded under the Plan.


 


“Employee”
means any officer or employee of the Company or any Subsidiary.


 


“Executive
Officer” means those persons who are officers of the Company within the
meaning of Rule 16a-1(f) promulgated under the Act.


 


“Fair Market
Value” means, as of any date of determination, the closing price of a Share
on the New York Stock Exchange (or on such other recognized market or quotation
system on which the trading prices of Common Stock are traded or quoted at the
relevant time).  In the event that there
are no Common Stock transactions reported on such exchange or system on such
date, Fair Market Value shall mean the closing price of a Share on the
immediately preceding day on which Common Stock transactions were so
reported.  Notwithstanding the foregoing,
with respect to any Award which becomes effective upon the closing of the
Initial Public Offering, Fair Market Value shall mean the initial price at
which a Share is offered to the public pursuant to the Initial Public Offering.


 


“Incentive
Stock” shall mean an award of Common Stock that is forfeitable until the
completion of specified Performance Criteria as provided for in Section 7.1.


 


“Incentive Unit”
shall mean a contractual right to receive Common Stock (or cash based on the
Fair Market Value of Common Stock) until the completion of specified
Performance Criteria as provided for in Section 7.1.


 


“Initial Public
Offering” shall mean the first offering of the Common Stock to the general
public pursuant to an underwritten public offering.


 


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“Normal
Retirement” means a termination of the Participant’s employment under
circumstances that the Committee determines as qualifying as retirement at
normal retirement age for purposes of the Plan and not inconsistent with the
treatment of the Participant under other Company plans.


 


“Option” means the right to purchase Common Stock at a stated
price for a specified period of time.


 


“Participant” means any director, Employee, or prospective
Employee of, or any consultant or advisor to, the Company designated by the
Committee to receive an Award under the Plan.


 


“Performance Period” means each calendar year or multi-year
cycle as determined by the Committee.


 


“Period of
Restriction” means the period during which a Restricted Stock or Restricted
Unit is subject to forfeiture.


 


“Plan”
means this 1999 Neuberger Berman Inc. Long-Term Incentive Plan, as the same may
be amended from time to time.


 


“Qualifying
Termination of Employment” means a termination of a Participant’s
employment with the Company or any of its Subsidiaries by reason of the
Participant’s death, Disability, early retirement with the consent of the
Committee or Normal Retirement.


 


“Restricted
Stock” means an award of Common Stock made pursuant to Section 6.1
that is forfeitable by the Participant until the completion of a specified
period of future service or until otherwise determined by the Committee or in
accordance with the terms of the Plan.


 


“Restricted
Unit” means a contractual right to receive Common Stock, or cash based on
the Fair Market Value of Common Stock, made pursuant to Section 6.1 that
is forfeitable by the Participant until the completion of a specified period of
future service or until otherwise determined by the Committee or in accordance
with the terms of the Plan.


 


“Retirement”
means termination of a Participant’s employment on or after the Normal
Retirement Date or, with the Committee’s approval, on or after any early
retirement date established under any retirement plan maintained by the
Company, or any Subsidiary in which the Participant participates.


 


“Share”
means a share of Common Stock.


 


“Subsidiary”
means any corporation in which the Company owns, directly or indirectly, stock
representing 50% or more of the voting power of all classes of stock entitled
to vote and any other business organization, regardless of form, in which the
Company possesses directly or indirectly 50% or more of the total combined
equity interests in such organization.


 


 


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2.2  Additional
Definitions.


 


“Alternative Award”
has the meaning given in Section 9.2.


 


“Deferred Amount”
has the meaning given in Section 8.1.


 


“ISOs” has the
meaning given in Section 5.1.


 


“NSOs” has the
meaning given in Section 5.1.


 


“Performance
Restriction” has the meaning given in Section 7.2(a).


 


“Permitted Transferees”
has the meaning given in Section 12.1.


 


“Reload Options”
has the meaning given in Section 5.5.


 


“Supplemental Unit”
has the meaning given in Section 8.1.


 


2.3  Gender
and Number.  Except when otherwise indicated by the
context, words in the masculine gender used in the Plan shall include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.


 


ARTICLE III


POWERS OF THE COMMITTEE


 


3.1  Power
to Grant.  The Committee shall determine the
Participants to whom Awards shall be granted, the type or types of Awards to be
granted and the terms and conditions of any and all such Awards.  The Committee may establish different terms
and conditions for different types of Awards, for different Participants
receiving the same type of Award and for the same Participant for each Award
such Participant may receive, whether or not granted at different times.


 


3.2  Administration. 
The Committee shall be responsible for the administration of the Plan,
including, without limitation, determining which Participants receive Awards,
what kind of Awards are made under the Plan and for what number of shares, and
the other terms and conditions of each such Award.  The Committee shall have the responsibility
of construing and interpreting the Plan and of establishing and amending such rules and
regulations as it may deem necessary or desirable for the proper administration
of the Plan.  Any decision or action
taken or to be taken by the Committee, arising out of or in connection with the
construction, administration, interpretation and effect of the Plan and of its rules and
regulations, shall, to the greatest extent permitted by applicable law, be
within its absolute discretion (except as otherwise specifically provided
herein) and shall be conclusive and binding upon the Company and its
Subsidiaries, all Participants and any person claiming under or through any
Participant.  No term of this Plan
relating to ISOs shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be so exercised, so as to
disqualify the Plan under section 422 of the Code.


 


3.3  Delegation
by the Committee.  The Committee may delegate its
authority under this Plan; provided that the Committee shall in no event
delegate its authority with respect to the compensation of the Chief Executive
Officer of the Company, the four most highly compensated executive officers (as
determined under Section 162(m) of the Code and regulations
thereunder) of the Company and any other


 


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individual whose
compensation the Board or Committee reasonably believes may become subject to Section 162(m) of
the Code.


 


ARTICLE IV


STOCK
SUBJECT TO PLAN


 


4.1  Number. 
Subject to the provisions of this Article IV, the number of Shares
subject to Awards under the Plan may not exceed 10,000,000 Shares, plus any
Shares that, after the effective date of the Plan, become available for Awards
under this Plan in accordance with Section 4.2 below.  Without limiting the generality of the
foregoing, whenever Shares are received by the Company in connection with the
exercise of or payment for any Award granted under the Plan only the net number
of Shares actually issued shall be counted against the foregoing limit.  The 


 


Shares to be delivered
under the Plan may consist, in whole or in part, of treasury stock or
authorized but unissued Common Stock not reserved for any other purpose.


 


4.2.  Canceled, Terminated, or Forfeited Awards.  Any Shares subject to any Award granted
hereunder which for any reason is canceled, terminated or otherwise settled
without the issuance of any Common Stock after the effective date of this Plan
shall be available for further Awards under the Plan.


 


4.3.  Adjustment in Capitalization.  In
the event of any Adjustment Event such that an adjustment is required to
preserve, or to prevent enlargement of, the benefits or potential benefits made
available under this Plan, then the Committee shall, in such manner as the
Committee shall deem equitable, adjust any or all of (a) the number
and kind of Shares which thereafter may be awarded or optioned and sold under
the Plan (including, without termination, adjusting the limits on the number
and types of certain Awards that may be made under the Plan), (b) the
number and kinds of Shares subject to outstanding Options and other Awards and (c) the
grant, exercise or conversion price with respect to any of the foregoing.  In addition, the Committee may make
provisions for a cash payment to a Participant or a person who has an
outstanding Option or other Award.  The
number of Shares subject to any Option or other Award shall always be a whole
number.


 


ARTICLE V


STOCK
OPTIONS


 


5.1  Grant
of Options.  The Committee shall have the power to grant
Options that are “incentive stock options” within the meaning of section 422 of
the Code (“ISOs”) or that are non-statutory stock options (“NSOs”)
to any Participant and to determine (a) the number of ISOs and the
number of NSOs to be granted to each Participant and (b) the other
terms and conditions of such Awards.  An
Option shall be an NSO unless otherwise specified by the Committee at the time
of grant.  The maximum number of Shares
with respect to which Options may be granted to any one Participant in any
calendar year shall be 1,000,000, in the case of 1999, and in the case of any
subsequent year, 110% of the maximum permitted for the immediately preceding
calendar year.  Each Option shall be
evidenced by an Option agreement that shall specify (a) the type of
Option granted, (b) the number of Shares to which the Option
pertains, (c) the exercise price, (d) the period in
which the Option may be exercised and


 


 


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(e) such
terms and conditions not inconsistent with the Plan as the Committee shall
determine.


 


5.2  Exercise
Price.  Unless otherwise determined by the Committee,
Options granted pursuant to the Plan shall have an exercise price that is not
less than the Fair Market Value of a Share on the date the Option is granted.


 


5.3  Exercisability. 
Unless otherwise determined by the Committee, Options awarded under the
Plan shall vest and become exercisable in three equal annual installments
commencing on the second anniversary of the date such Options are granted,
subject to the Participant’s continuous employment with the Company or a
Subsidiary from the date of grant through the applicable vesting date.  No Option shall be exercisable for more than
10 years after the date on which it is granted.


 


5.4  Payment. 
The Committee shall establish procedures governing the exercise of
Options.  Without limiting the generality
of the foregoing, the Committee may provide that payment of the exercise price
may be made (a) in cash or its equivalent,  (b) by exchanging Shares owned by
the optionee (which are not the subject of any pledge or other security
interest), (c) through an arrangement with a broker approved by the
Company whereby payment of the exercise price is accomplished with the proceeds
of the sale of Common Stock or (d) by any combination of the
foregoing; provided that the combined value of all cash and cash
equivalents paid and the Fair Market Value of any such Common Stock so tendered
to the Company, valued as of the date of such tender, is at least equal to such
exercise price.  No Shares shall be
delivered pursuant to any exercise of an Option unless arrangements
satisfactory to the Committee have been made to assure full payment of the
exercise price therefor and any required withholding or other similar taxes or
governmental charges.  Upon such terms
and conditions as the Committee may establish from time to time, a Participant
may be permitted to defer the receipt of Shares otherwise deliverable upon
exercise of an Option.


 


5.5  Reload
Options.  The Committee may provide that a Participant
(or, if applicable, his or her Permitted Transferee) who delivers Shares that
have been owned by such Participant (or Permitted Transferee) for any minimum
period of time specified by the Committee to exercise an Option (when the Fair
Market Value of Common Stock exceeds the exercise price of such Option) will
automatically be granted new Options (“Reload Options”) for a number of
Shares equal to the number of Shares so delivered.  Unless the Committee determines otherwise,
such Reload Options will be subject to the same terms and conditions (including
the same expiration date) as the related Option except (a) that the
exercise price shall initially be equal to the Fair Market Value of a Share on
the date such Reload Option is granted and (b) such Reload Option shall
not be exercisable prior to the six month anniversary of the date of grant and,
thereafter, shall be exercisable in full.


 


5.6  Termination
of Employment.  Unless otherwise determined by the Committee
at or after the date of grant, in the event a Participant’s employment
terminates by reason of a Qualifying Termination of Employment, the Participant
(or the Participant’s beneficiary or legal representative) may exercise any
Options (regardless of whether then exercisable) until the earlier of (a) the
twelve-month anniversary of the date of such termination of employment and (b) the
date such Options would otherwise expire but for the operation of this Section 5.6.
Unless otherwise determined by the Committee at or after the date of grant, in
the event a


 


 


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Participant’s employment
terminates for any reason other than a Qualifying Termination of Employment,
any Option granted to such Participant, whether or not then exercisable, shall
be forfeited and cancelled as of the date of such termination of employment.


 


5.7  Buyout. 
The Committee may at any time offer to buy out an Option previously
granted for a payment in cash, based on such terms and conditions as the
Committee shall establish and communicate to the optionee at the time that such
offer is made.


 


ARTICLE VI


RESTRICTED  STOCK AND RESTRICTED UNITS


 


6.1  Grant
of Restricted Stock and Restricted Units.  The Committee
shall have the power to grant Restricted Stock or Restricted Units to any
Participant and to determine (a) the number of Shares of Restricted
Stock and the number of Restricted Units to be granted to each Participant, (b) the
Restriction Period(s) and (b) the other terms and conditions
of such Awards. The Committee shall require that the stock certificates
evidencing any Restricted Stock or Restricted Units be held in the custody of
the Secretary of the Company until the Period of Restriction lapses, and that,
as a condition of any Restricted Stock or Restricted Unit award, the
Participant shall have delivered a stock power, endorsed in blank, relating to
the Share covered by such award.  Each
grant of Restricted Stock or Restricted Units shall be evidenced by a written
agreement setting forth the terms of such Award.


 


6.2  Vesting
of Restricted Stock and Restricted Units.  Unless
otherwise determined by the Committee at or after the date of grant, Restricted
Stock or Restricted Units granted pursuant to Section 6.1 shall vest and
become nonforfeitable, and the Period of Restriction with respect to such
Restricted Stock or Restricted Units will lapse, in three equal annual
installments commencing on the second anniversary of the date of grant.


 


6.3  Dividend
Equivalents.  (a)   Restricted Stock.  Unless otherwise determined by the Committee
at the time of grant, Participants holding outstanding Restricted Stock shall
be entitled to receive currently all Dividend Equivalents paid with respect to
such Shares of Restricted Stock.


 


(b)   Restricted Units.  The Committee will determine whether and to
what extent to credit to the account of, or to pay currently to, each recipient
of a Restricted Unit, any Dividend Equivalents. 
To the extent provided by the Committee at or after the date of grant,
any cash Dividend Equivalents credited to a Participant’s account shall be
deemed to have been invested in Shares on the record date established for the
related dividend and, accordingly, a number of Restricted Units shall be
credited to such Participant’s account equal to the greatest whole number which
may be obtained by dividing (i) the value of such Dividend Equivalent on
the record date by (ii) the Fair Market Value of a Share on such
date.  Any additional Restricted Units
credited in respect of Dividend Equivalents shall become vested and nonforfeitable,
if at all, on the same terms and conditions as are applicable in respect of the
Restricted Units with respect to which such Dividend Equivalents were payable.


 


 


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6.4  Termination
of Employment.  Unless otherwise determined by the Committee
at or after the date of grant, in the event a Participant’s employment
terminates by reason of a Qualifying Termination of Employment during the
Period of Restriction, a pro rata portion of any Shares related to a Restricted
Stock or Restricted Unit held by such Participant shall become nonforfeitable,
based upon the percentage of which the numerator is the portion of the Period
of Restriction that expired prior to the Participant’s termination and the
denominator is the number of days in the Period of Restriction. Unless
otherwise determined by the Committee at or after the date of grant, in the
event a Participant’s employment terminates for any reason other than a
Qualifying Termination of Employment during the Period of Restriction, any
Restricted Stock or Restricted Units held by such Participant shall be
forfeited and cancelled as of the date of such termination of employment.


 


6.5  Settlement
of Restricted Units.  Unless the Committee determines
otherwise at or after the date of grant, when a Restriction Period with respect
to an Award of Restricted Units lapses and the Restricted Units become vested
and nonforfeitable, the Participant shall receive (i) one Share for each
such Restricted Unit (including additional Restricted Units credited in respect
of Dividend Equivalents) or (ii) if the Committee so determines, the
Committee may direct the Company to pay to the Participant the Fair Market
Value of such Shares as of such payment date.


 


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ARTICLE VII


INCENTIVE AWARDS


 


7.1  Grant
of Incentive Stock and Incentive Units.  The Committee
shall have the authority to grant Incentive Stock or Incentive Units to any
Participant and to determine (a) the number of Incentive Stock and
the number of Incentive Units to be granted to each Participant, (b) the
restrictions pursuant to which such Award is subject to forfeiture by reason of
the Performance Restriction established by the Committee pursuant to Section 7.2
not being met in whole or in part and (c) the other terms and
conditions of such Awards.  Each grant of
Incentive Stock or Incentive Units shall be evidenced by a written agreement
setting forth the terms of such Award.


 


7.2  Performance
Restriction.  (a) 
Within 90 days after each Performance Period begins (or such other date as may
be required or permitted under Section 162(m), if applicable), the
Committee shall establish the performance objective or objectives for the
applicable Performance Period that must be satisfied in order for an Award to
be vested and nonforfeitable (the “Performance Restriction”).  Any such Performance Restriction will be
based upon the relative or comparative achievement of one or more of the
following criteria, as determined by the Committee: (i) earnings
per share on the Company’s Common Stock; (ii) growth in the Company’s
revenue; (iii) growth in the Company’s assets under management; (iv) increase
in the Company’s net income; (v) return on shareholder’s equity; (vi) controlling
expenses; and (vii) relative performance versus a peer group of
companies.


 


(b)  The Performance Restriction related to
Incentive Stock or Incentive Units shall lapse upon the determination by the
Committee that the objective or objectives for the applicable Performance
Period have been attained, in whole or in part. The Committee may provide at
the time of grant that in the event the objective or objectives are attained in
part, a specified portion (which may be zero) of the Award will vest and become
nonforfeitable and the remaining portion shall be forfeited.


 


7.3  Dividend
Equivalents.  (a)   Incentive Stock.  Unless otherwise determined by the Committee
at or after the date of grant, Participants granted Incentive Stock shall be
entitled to receive cash Dividend Equivalents currently.


 


(b) 
Incentive Units.  The Committee will determine
whether and to what extent to credit to the account of, or to pay currently to,
each recipient of an Incentive Unit, any Dividend Equivalents.  To the extent provided by the Committee at or
after the date of grant, any cash Dividend Equivalents with respect to the
Incentive Units credited to a Participant’s account shall be deemed to have
been invested in Shares on the record date established for the related dividend
and, accordingly, a number of Incentive Units, as the case may be, shall be
credited to such Participant’s account equal to the greatest whole number which
may be obtained by dividing (i) the value of such Dividend
Equivalent on the record date by (ii) the Fair Market Value of a
Share on such date.  Any additional
Incentive Unit credited in respect of Dividend Equivalents shall become vested
and non-forfeitable, if at all, on the same terms and conditions as are
applicable in respect of the Incentive Unit with respect to which such Dividend
Equivalents were payable.


 


7.4  Termination
of Employment.  Unless the Committee otherwise determines at
or after the date of grant, in the event that a Participant’s Employment 


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terminates by reason of a
Qualifying Termination of Employment during the Performance Period, any award
of Incentive Stock or Incentive Units shall become vested and non-forfeitable
at the end of the Performance Period as to that number of such Incentive Stock
or Incentive Units, as the case may be, that is equal to that percentage, if
any, of such Award that would have been earned had the Participant’s employment
not so terminated prior to the expiration of the Performance Period times a
fraction, the numerator of which is the number of days employed during the
Performance Period and the denominator of which is the total number of days
during the Performance Period.  Unless
otherwise determined by the Committee at or after the date of grant, in the
event a Participant’s employment terminates for any reason other than a
Qualifying Termination of Employment during the Performance Period, any
Incentive Stock or Incentive Units held by such Participant shall be forfeited
and cancelled as of the date of such termination of employment.


 


7.5  Settlement
of Incentive Units.  Unless the Committee determines
otherwise at or after the date of grant, when a Performance Restriction with
respect to an Award of Incentive Units lapses and the Incentive Units become
vested and nonforfeitable, the Participant shall receive (i) one Share for
each such Incentive Unit (including additional Incentive Units credited in
respect of Dividend Equivalents) or (ii) if the Committee so determines,
the Committee may direct the Company to pay to the Participant the Fair Market
Value of such Shares as of such payment date.


 


 


ARTICLE VIII


DEFERRED SHARES


 


8.1  Deferred
Share Awards.  The Committee shall have the  authority to grant Deferred Shares to any
Participant and to determine (i) the number of Deferred Shares granted
to each Participant, (ii) the date such Deferred Shares shall
become vested and (iii) the date such Deferred Shares will be
payable to the Participant.  In addition,
on such date or dates as shall be established by the Committee and subject to
such terms and conditions as the Committee shall determine, a Participant may
be permitted to elect to defer receipt of all or a portion of his annual
compensation and/or annual incentive bonus (“Deferred Amount”) payable
by the Company or a Subsidiary and receive in lieu thereof a number of Deferred
Shares equal to the greatest whole number which may be obtained by dividing (i) the
Deferred Amount by (ii) the Fair Market Value of a Share on the
date such compensation or bonus would otherwise have been payable to the
Participant.  No Shares will be issued at
the time an award of Deferred Shares is made and the Company shall not be
required to set aside a fund for the payment of any such award.  The Company will establish a separate account
for the Participant and will record in such account the number of Deferred
Shares awarded to the Participant.  To
the extent the Committee so determines, a Participant who elects to defer
receipt of his or her compensation or bonus and receive Deferred Shares shall
receive that number of supplemental Deferred Shares (“Supplemental Units”)
equal to the greatest whole number which may be obtained by dividing (i) such
percentage of the Deferred Amount as is determined by the Committee by (ii) the
Fair Market Value of a Share on the date of grant.  Each grant of Deferred Shares and
Supplemental Units shall be evidenced by a written agreement setting forth the
terms of such Award.


 


8.2  Vesting
of Deferred Shares and Supplemental Units.  The portion of
each Deferred Shares, together with any Dividend Equivalents credited with
respect thereto, shall be fully vested at all times.  Unless the Committee provides 


 


 


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otherwise at or after the
date of grant, the Supplemental Units, together with any Dividend Equivalents
credited with respect thereto, will become vested in equal annual installments
on each of the second, third and fourth anniversary of the date the
corresponding Deferred Amount would have been paid absent the Participant’s
election to defer receipt thereof, subject to the Participant’s continuous
employment with the Company or a Subsidiary through such vesting date.


 


8.3  Dividend
Equivalents.  The Committee will determine whether and to
what extent Dividend Equivalents will be credited to the account of, or paid
currently to, a recipient of a Deferred Shares or Supplemental Units.  To the extent provided by the Committee at or
after the date of grant, any cash Dividend Equivalents with respect to the
Deferred Shares and Supplemental Units deemed credited to a Participant’s
account shall be deemed to have been invested in Shares on the record date
established for the related dividend and, accordingly, a number of Deferred
Shares or Supplemental Units, as the case may be, shall be credited to such
Participant’s account equal to the greatest whole number which may be obtained
by dividing (i) the amount of such Dividend Equivalent on the
record date by (ii) the Fair Market Value of a Share on such date.


 


8.4  Termination
of Employment.  Unless the Committee otherwise determines at
or after the date of grant, in the event that a Participant’s employment
terminates by reason of a Qualifying Termination of Employment during the
Performance Period, any Supplemental Units (and related Dividend Equivalents)
granted to a Participant shall become vested and non-forfeitable.  Unless otherwise determined by the Committee
at or after the date of grant, in the event a Participant’s employment
terminates for any reason other than a Qualifying Termination of Employment
during the Performance Period, any Supplemental Units (and related Dividend
Equivalents) held by such Participant shall be forfeited and cancelled as of
the date of such termination of employment. 
In the event that a Participant’s employment is terminated for Cause
(or, following the date the Participant’s employment terminates, the Committee
determines that circumstances exist such that the Participant’s employment
could have been terminated for Cause), any Supplemental Units (and related
Dividend Equivalents) granted to such Participant, whether or not then vested,
shall be forfeited and cancelled as of the date of such termination of
employment.


 


8.5  Settlement
of Deferred Shares.  Unless the Committee determines
otherwise at or after the date of grant, a Participant shall receive as of the
date of such Participant’s termination of employment (or such other date as may
be elected by the Participant in accordance with the rules and procedures
of the Committee) (i) one Share for each Deferred Share credited to
such Participant’s account and (ii) subject to Section 8.4,
one Share for each Supplemental Unit that shall have become vested.  The Committee may provide in the Award
agreement applicable to any Deferred Shares or Supplemental Units that, in lieu
of issuing Shares, the Committee may direct the Company to pay to the
Participant the Fair Market Value of such Shares as of such payment date.


 


 


ARTICLE IX


CHANGE IN
CONTROL


 


9.1  Accelerated
Vesting and Payment.  Subject to the provisions of
Sections 9.2 below, in the event of a Change in Control, each Option shall be,
at the 


 


 


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discretion of the
Committee, either canceled in exchange for a payment in cash of an amount equal
to the excess, if any, of the Change in Control Price over the exercise price
for such Option, or fully exercisable regardless of the exercise schedule
otherwise applicable to such Option and all other Awards shall become
nonforfeitable and be immediately transferable or payable, as the case may be.


 


9.2  Alternative
Awards.  Notwithstanding Section 9.1, no
cancellation, acceleration of exercisability, vesting, cash settlement or other
payment shall occur with respect to any Award or any class of Awards if the
Committee reasonably determines in good faith prior to the occurrence of a
Change in Control that such Award or Awards shall be honored or assumed, or new
rights substituted therefore (such honored, assumed or substituted award an “Alternative
Award”), by a Participant’s employer (or the parent or a Subsidiary of such
employer) immediately following the Change in Control, provided that any
such Alternative Award must:


 


(i)  be based
on stock which is traded on an established securities market, or which will be
so traded within 60 days of the Change in Control;


 


(ii)  provide
such Participant (or each Participant in a class of Participants) with rights
and entitlements substantially equivalent to or better than the rights, terms
and conditions applicable under such Award, including, but not limited to, an
identical or better exercise or vesting schedule and identical or better timing
and methods of payment;


 


(iii)  have
substantially equivalent economic value to such Award (determined at the time
of the Change in Control);


 


(iv)  have
terms and conditions which provide that in the event that the Participant’s
employment is involuntarily terminated or constructively terminated, any
conditions on a Participant’s rights under, or any restrictions on transfer or
exercisability applicable to, each such Alternative Award shall be waived or
shall lapse, as the case may be.


 


For this purpose, a
constructive termination shall mean a termination by a Participant following a
material reduction in the Participant’s base salary or a Participant’s
incentive compensation opportunity or a material reduction in the Participant’s
responsibilities,  in either case without
the Participants written consent.


 


ARTICLE X


STOCKHOLDER
RIGHTS


 


A Participant (or a
Permitted Transferee) shall have no rights as a stockholder with respect to any
Shares covered by an Award until he or she shall have become the holder of
record of such Share(s), and no adjustments shall be made for dividends in cash
or other property or distribution or other rights in respect to any such
Shares, except as otherwise specifically provided for in this Plan.


 


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ARTICLE XI


AMENDMENT,
MODIFICATION, AND TERMINATION OF PLAN


 


The Board at any time may
terminate or suspend the Plan, and from time to time may amend or modify the
Plan, provided that no amendment, modification, or termination of the
Plan shall in any manner adversely affect any Award theretofore granted under
the Plan, without the consent of the Participant.  Unless earlier terminated, the Plan shall
terminate on December 31 of the tenth year following the year in which the
Initial Public Offering occurs.


 


 


ARTICLE XII


MISCELLANEOUS
PROVISIONS


 


12.1  Non-transferability
of Awards.  No Award shall be assignable or transferable
except by will or the laws of descent and distribution; provided that
the Committee may permit (on such terms and conditions as it shall establish) a
Participant to transfer an Award for no consideration to the Participant’s
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Participant’s household (other than a
tenant or employee), a trust in which these persons have more than fifty
percent of the beneficial interest, a foundation in which these persons (or the
Participant) control the management of assets, and any other entity in which
these persons (or the Participant) own more than fifty percent of the voting
interests (“Permitted Transferees”). 
Except to the extent required by law, no right or interest of any
Participant shall be subject to any lien, obligation or liability of the
Participant.  All rights with respect to
Awards granted to a Participant under the Plan shall be exercisable during the
Participant’s lifetime only by such Participant or, if applicable, his or her
Permitted Transferee(s).  The rights of a
Permitted Transferee shall be limited to the rights conveyed to such Permitted
Transferee, who shall be subject to and bound by the terms of the agreement or
agreements between the Participant and the Company.


 


12.2  Beneficiary
Designation.  Each Participant under the Plan may from time
to time name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid or by whom any
right under the Plan is to be exercised in case of his death.  Each designation will revoke all prior
designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Committee during his lifetime. 
In the absence of any such designation, benefits remaining unpaid at the
Participant’s death shall be paid to or exercised by the Participant’s
surviving spouse, if any, or otherwise to or by his or her estate.


 


12.3  No
Guarantee of Employment or Participation.  Nothing in the
Plan shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant’s employment at any time, nor to confer
upon any Participant any right to continue in the employ of the Company or any
Subsidiary.  No Employee shall have a
right to be selected as a Participant, or, having been so selected, to receive
any future Awards.


 


12.4  Tax
Withholding.
The Company shall have the right to deduct from all amounts paid to a
Participant in cash (whether under this Plan or otherwise) any taxes required
by law to be withheld in respect of Awards under this Plan.  In the case of any Award satisfied in the
form of Shares, no shares shall be issued unless and 


 


 


15

















 


 


until arrangements
satisfactory to the Committee shall have been made to satisfy any withholding
tax obligations applicable with respect to such Award.  Without limiting the generality of the
foregoing, the Company shall have the right to retain, or the Committee may,
subject to such terms and conditions as it may establish from time to time,
permit Participants to elect to tender, Shares (including Shares issuable in
respect of an Award) to satisfy, in whole or in part, the amount required to be
withheld (but no greater amount).


 


12.5  Compliance
with Legal and Exchange Requirements.  The Plan, the
granting and exercising of Awards thereunder, and the other obligations of the
Company under the Plan, shall be subject to all applicable Federal and State
laws, rules, and regulations, and to such approvals by any regulatory or
governmental agency as may be required, and to any rules or regulations of
any exchange on which the Shares are listed. 
The Company, in its discretion, may postpone the granting and exercising
of Awards, the issuance or delivery of Shares under any Award or any other
action permitted under the Plan to permit the Company, with reasonable
diligence, to complete such stock exchange listing or registration or
qualification of such Shares or other required action under any Federal or
State law, rule, or regulation and may require any Participant to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance or delivery of Shares in compliance with
applicable laws, rules, and regulations. 
The Company shall not be obligated by virtue of any provision of the
Plan to recognize the exercise of any Award or to otherwise sell or issue
Shares in violation of any such laws, rules, or regulations; and any
postponement of the exercise or settlement of any Award under this provision
shall not extend the term of such Awards, and neither the Company nor its
directors or officers shall have any obligation or liability to the Participant
with respect to any Award (or Shares issuable thereunder) that shall lapse
because of such postponement.


 


12.6  Indemnification. 
Each person who is or shall have been a member of the Committee or of
the Board shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him in connection with or resulting from any claim,
action, suit, or proceeding to which he may be made a party or in which he may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof, with
the Company’s approval, or paid by him in satisfaction of any judgment in any
such action, suit, or proceeding against him, provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same
before he undertakes to handle and defend it on his own behalf.  The foregoing right of indemnification shall
not be exclusive and shall be independent of any other rights of
indemnification to which such persons may be entitled under the Company’s
Articles of Incorporation or Bylaws, by contract, as a matter of law, or
otherwise.


 


12.7  Legend. 
To the extent any stock certificate is issued to a Participant in
respect of shares of Restricted Stock prior to the expiration of the Period of
Restriction, such certificate shall be registered in the name of the
Participant and shall bear the following (or similar) legend:


 


“The shares of
stock represented by this certificate are subject to the terms and conditions
contained in the 1999 Neuberger Berman Inc. Long-Term Incentive Plan and the
Award Agreement, dated as of
                    
                      
                     ,
between the Company and the Participant, 


 


16

















 


and may not be sold,
pledged, transferred, assigned, hypothecated or otherwise encumbered in any
manner (except as provided in Section 12.1 of the Plan or in such Award
Agreement) until                 
                .”


 


Upon the lapse of
the Period of Restriction with respect to such Restricted Stock, the Company
shall issue or have issued in exchange for those certificates previously issued
new share certificates without the legend described herein in respect of any
shares that have become vested.


 


12.8  Effective
Date.  The Plan shall be effective as of the date of
the Initial Public Offering.


 


12.9  No
Limitation on Compensation.  Nothing in the
Plan shall be construed to limit the right of the Company to establish other
plans or to pay compensation to its employees, in cash or property, in a manner
which is not expressly authorized under the Plan.


 


12.10  Deferrals. 
The Committee may postpone the exercising of Awards, the issuance or
delivery of Stock under any Award or any action permitted under the Plan to
prevent the Company or any Subsidiary from being denied a Federal income tax
deduction with respect to any Award other than an ISO.


 


12.11  Governing Law. The Plan shall be construed in
accordance with and governed by the laws of the State of New York, without
reference to principles of conflict of laws which would require application of
the law of another jurisdiction, except to the extent that the corporate law of
the State of Delaware specifically and mandatorily applies.


 


12.12  No
Impact On Benefits.  Except as may otherwise be
specifically stated under any employee benefit plan, policy or program, no
amount payable in respect of any Award shall be treated as compensation for
purposes of calculating a Participant’s right under any such plan, policy or
program.


 


 


12.13  No
Constraint on Corporate Action.  Nothing in
this Plan shall be construed (a) to limit, impair or otherwise
affect the Company’s right or power to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, or to merge or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of its
business or assets or (b) to limit the right or power of the
Company,  or any Subsidiary to take any
action which such entity deems to be necessary or appropriate.


 


12.14  Headings
and Captions.  The headings and captions herein are provided
for reference and convenience only, shall not be considered part of this Plan,
and shall not be employed in the construction of this Plan.


 


12.15   Section 409A.  Notwithstanding other provisions of the Plan
or any Award agreements thereunder, no Award shall be granted, deferred,
accelerated, extended, paid out or modified under this Plan in a manner that
would result in the imposition of an additional tax under Section 409A of
the Code upon a Participant.  In the
event that it is reasonably determined by the Committee that, as a result of Section 409A
of the Code, payments or deliveries of shares in respect of any Award under the
Plan may not be made at the time contemplated by the terms of the Plan or the
relevant Award agreement, as the case may be, without causing the Participant
holding such Award to be subject to taxation under Section 409A of the
Code, the Company will 


 


 


17

















 


 


make such payment or
delivery of shares on the first day that would not result in the Participant
incurring any tax liability under Section 409A of the Code.  In the case of a Participant who is a “specified
employee” (within the meaning of Section 409A(a)(2)(B)(i) of the
Code), payments and/or deliveries of shares in respect of any Award subject to Section 409A
of the Code that are linked to the date of the Participant’s separation from
service shall not be made prior to the date which is six (6) months after
the date of such Participant’s separation from service from the Company and its
affiliates, determined in accordance with Section 409A of the Code and the
regulations promulgated thereunder.  The
Company shall use commercially reasonable efforts to implement the provisions
of this Section 12.15 in good faith; provided that neither the Company,
the Committee nor any of the Company’s employees, directors or representatives
shall have any liability to Participants with respect to this Section 12.15.


 


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