ex10-2.htm


     

    Exhibit
      10.2

     

     

    
      Exhibit
        A

      


      This
        document constitutes part of a prospectus covering securities that have been
        registered

      under
        the Securities Act of 1933.

      


      STOCK
        UNIT AGREEMENT

       

      THIS
        AGREEMENT, dated as of January 29,
        2008, between Lazard Ltd, a Bermuda exempted company (the “Company”), on behalf
        of its applicable Affiliate (as defined under the definitional rules of Section
        1(a) below), and Bruce Wasserstein (the “Employee”).

       

      W
         I  T  N  E  S  S  E  T
 H

       

      WHEREAS,
        in connection with the
        Employee’s continued service to the Company and its Affiliates and pursuant to
        Section 3 of the Amended and Restated Agreement Relating to Retention and
        Noncompetition and Other Covenants between the Employee, Lazard Group LLC
        and
        the Company, dated as of the date hereof (the “Retention
        Agreement”), the Company hereby grants the Employee 2,700,000 Stock
        Units; and

       

      WHEREAS,
        in connection with the
        Employee’s continued service with the Company and its Affiliates, and as an
        inducement for the Company’s grant of Stock Units, the Employee is agreeing to
        the restrictions set forth in Appendix A of this Agreement (the “Covenants”).

       

      NOW
        THEREFORE, in consideration of the
        mutual promises and covenants made herein and the mutual benefits to be derived
        herefrom, the parties hereto agree as follows:

       

      1. 
Grant
        and
        Vesting of Stock Units.

       

      (a)           
        Subject to the provisions of this Agreement and to the provisions of the
        Company’s 2005 Equity Incentive Plan (the “Plan”) (all
        capitalized terms used herein, to the extent not defined, shall have the
        meaning
        set forth in the Plan), the Company, on behalf of its applicable Affiliate,
        hereby grants to the Employee, as of the date hereof (the “Grant Date”),
        2,700,000 stock units (the “Stock Units”), each
        with respect to one Share, which grant shall constitute the Special Retention
        Award (as defined in the Retention Agreement) and is being granted to the
        Employee in full satisfaction of the Company’s and Lazard Group LLC’s
        obligations under Section 3 of the Retention Agreement.

       

      (b)           
        Subject to the terms and conditions of this Agreement, the Stock Units shall
        vest and no longer be subject to any restriction (such period during which
        restrictions apply to the Stock Units is the “Restriction Period”)
        on December 31, 2012 (the “Vesting
        Date”).

       

      (c)           
        In the event that the Employee incurs a Termination of Employment during
        the
        Restriction Period for any reason not set forth in Section 1(d), all
        unvested Stock Units shall be forfeited by the Employee effective immediately
        upon such Termination of Employment.  For all purposes under this
        Agreement (including Appendix A), the determination of whether the Employee
        has incurred a Termination of Employment shall be made without regard to
        whether
        the Employee continues to provide services in a non-employee capacity after
        termination of his employment.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      (d)           
        In the event that the Employee incurs a Termination of Employment during
        the
        Restriction Period by the Company without Cause (within the meaning of
        Section 4(b) of the Retention Agreement) or due to the Employee’s
        Disability (within the meaning of Section 4(a) of the Retention Agreement),
        all
        Stock Units shall, subject to
Section 1(e), remain outstanding and continue
        to vest on the Vesting Date.  In the event that the Employee incurs a
        Termination of Employment during the Restriction Period due to the Employee’s
        death (or, subject to Section 1(e), dies during the Restriction Period
        subsequent to a Termination of Employment described in the preceding sentence),
        all Stock Units shall remain outstanding and vest on the first to occur of
        (x)
        the Vesting Date and (y) the 30th day following such death.

       

      (e)           
        If following a Termination of Employment described in Section 1(d), the Employee
        violates any of the Covenants during the applicable periods specified in
        Appendix A, which is incorporated herein by reference, all outstanding Stock
        Units shall be forfeited and canceled as of the date of such violation. Any
        violation of the Covenants prior to the Vesting Date shall be deemed to violate
        the Covenants for purposes of this Section 1(e) only if such violation occurs
        during the stated duration of such Covenants.

       

      (f)           
        Notwithstanding the foregoing, in the event of a Change in Control, any unvested
        but outstanding Stock Units shall automatically vest as of the date of such
        Change in Control; provided that, in the event
        that such Change in Control does not qualify as an event described in Section
        409A(a)(2)(A)(v) of the Code and the regulations thereunder, such Stock Units
        shall not be settled until the Vesting Date or, if earlier, immediately
        following any permissible payment event under Section 409A of the Code and
        the
        regulations thereunder (but shall not be subject to the forfeiture provisions
        of
        Section 1(e) following such Change in Control).

       

      2. 
Settlement
        of Units.

       

      Subject
        to the proviso of Section 1(f),
        as soon as practicable (but in no event more than 30 days) after any Stock
        Unit
        has vested and is no longer subject to the Restriction Period, the Company
        shall, subject to Section 6, issue one Share to its applicable Affiliate
        and
        cause such Affiliate to deliver to the Employee one or more unlegended,
        freely-transferable stock certificates in respect of such Shares issued upon
        settlement of the vested Stock Units.

       

      3. 
        Nontransferability of the Stock Units.

       

      During
        the Restriction Period and until
        such time as the Stock Units are ultimately settled as provided in Section
        2
        above, the Stock Units shall not be transferable by the Employee by means
        of
        sale, assignment, exchange, encumbrance, pledge, hedge or
        otherwise.

       

      4. 
Dividend
        Equivalents.

       

      If
        the Company declares and pays
        ordinary quarterly cash dividends on the Common Stock during the Restriction
        Period, the Employee
        shall be credited with additional
        Stock Units (determined by dividing the aggregate dividend amount that would
        have been paid with respect to the Stock Units if they had been actual shares
        of
        Common
        Stock by the Fair Market Value of a
        share of Common Stock on the dividend payment date), which additional Stock
        Units shall vest concurrently with the underlying Stock Units and be treated
        as
        Stock Units for all purposes
        of this Agreement (it being
        understood that the provisions of this sentence shall not apply to any
        extraordinary dividends or distributions).

       

       

      
        
          
          

        

        
          -
            2 -

          
            

          

        

        
          
          

        

      

       

       

      5. 
Payment
        of
        Transfer Taxes, Fees and Other Expenses.

       

      The
        Company agrees to pay any and all
        original issue taxes and stock transfer taxes that may be imposed on the
        issuance of Shares received by an Employee in connection with the Stock Units,
        together with any and all other fees and expenses necessarily incurred by
        the
        Company in connection therewith.

       

      6. 
Taxes
        and
        Withholding.

       

      No
        later than the date as of which an
        amount first becomes includible in the gross income of the Employee for federal,
        state, local or foreign income tax purposes with respect to any Stock Units,
        the
        Employee shall pay to the Company or its applicable Affiliate, or make
        arrangements satisfactory to the Company or its applicable Affiliate regarding
        the payment of, any federal, state, local and foreign taxes that are required
        by
        applicable laws and regulations to be withheld with respect to such
        amount.  The obligations of the Company under this Agreement shall be
        conditioned on compliance by the Employee with this Section 6, and the Company
        or its applicable Affiliate shall, to the extent permitted by law, have the
        right to deduct any such taxes from any payment otherwise due to the Employee,
        including deducting such amount from the delivery of Shares or cash issued
        upon
        settlement of the Stock Units that gives rise to the withholding
        requirement.

       

      7. 
Effect
        of
        Agreement.

       

      Except
        as otherwise provided hereunder,
        this Agreement shall be binding upon and shall inure to the benefit of any
        successor or successors of the Company.  The invalidity or
        enforceability of any provision of this Agreement shall not affect the validity
        or enforceability of any other provision of this Agreement.  Nothing in this Agreement
        or the Plan
        shall confer upon the Employee any right to continue in the employ of the
        Company or any of its Affiliates or interfere in any way with the right of
        the
        Company or any such Affiliates to terminate the Employee’s employment at any
        time.  Until shares of Common Stock are actually delivered to
        the Employee upon settlement of the Stock Units, the Employee shall not have
        any
        rights as a stockholder with respect to the Stock Units, except as specifically
        provided herein.

       

      8. 
Laws
        Applicable to Construction; Consent to Jurisdiction.

       

      (a)           
        This Agreement shall be governed by and construed in accordance with the
        laws of
        the State of New York (United States of America), without regard to principles
        of conflict of laws which could cause the application of the law of any
        jurisdiction other than the State of New York. In addition to the terms and
        conditions set forth in this Agreement and Appendix A, the Stock Units are
        subject to the terms and conditions of the Plan, which is hereby incorporated
        by
        reference. By signing this Agreement, the Employee agrees to and is bound
        by the
        Plan and the restrictive covenants set forth in Appendix A.

       

       

      
        
          
          

        

        
          -
            3 -

          
            

          

        

        
          
          

        

      

       

       

      (b)           
        Any controversy or claim between the Employee and the Company or its Affiliates
        arising out of or relating to or concerning the provisions of this Agreement
        or
        the Plan shall be finally settled by arbitration in New York City before,
        and in
        accordance with the rules then obtaining of, the Financial Industry Regulatory
        Authority (“FINRA”) or, if
        FINRA
        declines to arbitrate the matter, the American Arbitration Association (the
        “AAA”) in
        accordance with the commercial arbitration rules of the AAA.

       

      (c)           
        The Employee and the Company hereby irrevocably submit to the exclusive
        jurisdiction of any state or federal court located in the City of New York
        over
        any suit, action, or proceeding arising out of relating to or concerning
        this
        Agreement or the Plan that is not otherwise required to be arbitrated or
        resolved in accordance with the provisions of Section 8(b). This includes
        any
        suit, action or proceeding to compel arbitration or to enforce an arbitration
        award. The Employee and the Company acknowledge that the forum designated
        by
        this Section 8(c) has a reasonable relation to this Agreement, and to the
        Employee’s relationship to the Company.  Notwithstanding the
        foregoing, nothing herein shall preclude the Company or the Employee from
        bringing any action or proceeding in any other court for the purpose of
        enforcing the provisions of Section 8(a) or this Section 8(c).  The
        agreement of the Employee and the Company as to forum is independent of the
        law
        that may be applied in the action, and the Employee and the Company agree
        to
        such forum even if the forum may under applicable law choose to apply non-forum
        law.  The Employee and the Company hereby waive, to the fullest extent
        permitted by applicable law, any objection which the Employee or the Company
        now
        or hereafter may have to personal jurisdiction or to the laying of venue
        of any
        such suit, action or proceeding in any court referred to in this Section
        8(c).  The Employee and the Company undertake not to commence any
        action arising out of or relating to or concerning this Agreement in any
        forum
        other than a forum described in this Section 8(c), or, to the extent applicable,
        Section 8(b).  The Employee and the Company agree that, to the fullest
        extent permitted by applicable law, a final and non-appealable judgment in
        any
        such suit, action or proceeding in any such court shall be conclusive and
        binding upon the Employee and the Company.

       

      9. 
Conflicts
        and Interpretation.

       

      In
        the event of any conflict between
        this Agreement and the Plan, the Plan shall control.  In the event of
        any ambiguity in this Agreement, or any matters as to which this Agreement
        is
        silent, the Plan shall govern including, without limitation, the provisions
        thereof pursuant to which the Committee has the power, among others, to (i)
        interpret the Plan, (ii) prescribe, amend and rescind rules and regulations
        relating to the Plan and (iii) make all other determinations deemed necessary
        or
        advisable for the administration of the Plan.

       

      10.
        Amendment.

       

      This
        Agreement may not be modified,
        amended or waived except by an instrument
        in writing signed by both parties
        hereto.  The waiver by either party of compliance with any
        provision
        of this Agreement shall not operate
        or be construed as a waiver of any other provision of this Agreement, or
        of any
        subsequent
        breach by such party of a
        provision of this Agreement.

       

       

      
        
          
          

        

        
          -
            4 -

          
            

          

        

        
          
          

        

      

       

       

      11.
        Section
        409A.

       

      The
        Company believes that the Stock
        Units may constitute “deferred compensation” within the meaning of Section 409A
        of the Code, and it is the intention and belief of the Company that the
        provisions of this Agreement comply in all respects with Section 409A of
        the
        Code.  If the Company determines after the Grant Date that an
        amendment to this Agreement is necessary to ensure the foregoing, it may,
        notwithstanding Section 10, make such amendment, effective as of the Grant
        Date
        or any later date, without the consent of the Employee (provided that any
        such
        amendment shall be narrowly tailored to achieve such compliance with as limited
        deviation from the intent of this Agreement as of the date hereof as is
        practicable).

       

      12.
        Headings.

       

      The
        headings of paragraphs herein are
        included solely for convenience of reference and shall not affect the meaning
        or
        interpretation of any of the provisions of this Agreement.

       

      13.
        Counterparts.

       

      This
        Agreement may be executed in
        counterparts, which together shall constitute one and the same
        original.

       

       

      
        
          
          

        

        
          -
            5
            -

          
            

          

        

        
          
          

        

      

       

       

      IN
        WITNESS WHEREOF, as of
        the date first above written, the Company has caused this Agreement to be
        executed on behalf of its applicable Affiliate by a duly authorized officer
        and
        the Employee has hereunto set the Employee’s hand.

       

      
        
          	 	LAZARD
LTD	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/ Scott
                  D. Hoffman	 
	 	 	Name:  
                  Scott D. Hoffman	 
	 	 	Title:    
                  Managing Director and General Counsel 	 
	 	 	 	 


        

      

       

      
        	
                 

              	
                 

              	/s/ Bruce
                Wasserstein	 
	 	 	Bruce
                Wasserstein	 


      

       

       

      
        
          
          

        

        
          -
            6
            -

          
            

          

        

        
          
          

        

      

       

      
Exhibit
        10.2

       

      Appendix
        A


       

      Restrictive
        Covenants

       

      The
        Employee acknowledges that the
        grant of the Stock Units pursuant to the Stock Unit Agreement (the “Agreement”), which
        is
        being entered into in connection with the execution of the Amended and Restated
        Agreement Relating to Retention and Noncompetition and Other Covenants by
        and
        among the Company, Lazard Group LLC, and Employee dated as of the date of
        the
        Agreement (the “Retention
        Agreement”), confers a substantial benefit upon the Employee, and agrees
        to the following covenants, which are designed, among other things, to protect
        the interests of the Company and its Affiliates (collectively, the “Firm”) in
        confidential and proprietary information, trade secrets, customer and employee
        relationships, orderly transition of responsibilities, and other legitimate
        business interests.  The Employee acknowledges that, pursuant to
        Section 1(e) of the Agreement, some or all of the Stock Units may be forfeited
        upon a violation by the Employee of the following covenants:

       

      (a)           
        Confidential
        Information.  The Employee shall not at any time (whether prior
        to or following the Employee’s Termination of Employment) disclose or use for
        the Employee’s own benefit or purposes or the benefit or purposes of any other
        person, corporation or other business organization or entity, other than
        the
        Firm, any trade secrets, information, data, or other confidential or proprietary
        information relating to the customers, developments, programs, plans or business
        and affairs of the Firm, provided that the
        foregoing shall not apply to information that is not unique to the Firm or
        that
        is generally known to the industry or the public other than as a result of
        the
        Employee’s breach of this covenant or as required pursuant to an order of a
        court, governmental agency or other authorized tribunal (provided that the
        Employee shall provide the Firm prior written notice of any such required
        disclosure).  The Employee agrees that upon the Employee’s Termination
        of Employment, the Employee or, in the event of the Employee’s death, the
        Employee’s heirs or estate at the request of the Firm, shall return to the Firm
        immediately all books, papers, plans, information, letters and other data,
        and
        all copies thereof or therefrom, in any way relating to the business of the
        Firm.  Without limiting the foregoing, the existence of, and any
        information concerning, any dispute between the Employee and the Firm shall
        be
        subject to the terms of this Paragraph (a), except that the Employee may
        disclose information concerning such dispute to the arbitrator or court that
        is
        considering such dispute, and to the Employee’s legal counsel, spouse or
        domestic partner, and tax and financial advisors (provided that such persons
        agree not to disclose any such information).

       

      (b)           
        Non-Competition.  The
        Employee acknowledges and recognizes the highly competitive nature of the
        businesses of the Firm.  The Employee further acknowledges that the
        Employee has been and shall be provided with access to sensitive and proprietary
        information about the clients, prospective clients, knowledge capital and
        business practices of the Firm, and has been and shall be provided with the
        opportunity to develop relationships with clients, prospective clients,
        consultants, employees, representatives and other agents of the Firm, and
        the
        Employee further acknowledges that such proprietary information and
        relationships are extremely valuable assets in which the Firm has invested
        and
        shall continue to invest substantial time, effort and expense.  The
        Employee agrees that while employed by the Firm during the Employment Period
        (as
        defined in the Retention Agreement) and thereafter until the date that is
        (i)
        three months after the date of the Employee’s Termination of Employment for any
        reason other than a termination by the Firm without Cause or (ii) one month
        after the date of the Employee’s Termination of Employment by the Firm without
        Cause (in either case, the date of such Termination of Employment, the “Date of Termination”,
        and such period, the “Noncompete Restriction
        Period”), the Employee shall not, directly or indirectly (other than in
        respect of the activities of Wasserstein & Co., LP that do not involve the
        direct rendering of services by the Employee), on the Employee’s behalf or on
        behalf of any other person, firm, corporation, association or other entity,
        as
        an employee, director, advisor, partner, consultant or otherwise, provide
        services or perform activities for, or acquire or maintain any ownership
        interest in, a “Competitive

       

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

       

      Enterprise.”  For
        purposes of this Appendix, “Competitive
        Enterprise” shall mean a business (or business unit) that (x) engages in
        any activity or (y) owns or controls a significant interest in any entity
        that
        engages in any activity, that in either case, competes anywhere with any
        activity that is similar to an activity in which the Firm is engaged up to
        and
        including the Employee’s Date of Termination.  Notwithstanding
        anything in this Appendix, the Employee shall not be considered to be in
        violation of this Appendix solely by reason of owning, directly or indirectly,
        any stock or other securities of a Competitive Enterprise (or comparable
        interest, including a voting or profit participation interest, in any such
        Competitive Enterprise) if the Employee’s interest does not exceed 5% of the
        outstanding capital stock of such Competitive Enterprise (or comparable
        interest, including a voting or profit participation interest, in such
        Competitive Enterprise).  The Employee acknowledges that the Firm is
        engaged in business throughout the world.  Accordingly, and in view of
        the nature of the Employee’s position and responsibilities, the Employee agrees
        that the provisions of this Paragraph (b) shall be applicable to each
        jurisdiction, foreign country, state, possession or territory in which the
        Firm
        may be engaged in business while the Employee is providing services to the
        Firm.  Notwithstanding anything contained in Paragraph (b) and (c) of
        this Appendix to the contrary or in any restricted stock unit agreement between
        the Employee and the Company or its affiliates entered into on, prior to
        or
        after the date hereof, in no event shall the Employee’s services to or
        relationship with Wasserstein & Co., LP, to the extent consistent with his
        relationship with and services to Wasserstein & Co., LP as of the date
        hereof, be considered to be in violation of, or give rise to a violation
        of,
        Paragraph (b) or (c) of this Appendix (or any similar provisions in any
        restricted stock unit agreement between the Employee and the Firm entered
        into
        on, prior to or after the date hereof).

       

      (c)           
        Nonsolicitation
        of
        Clients.  The Employee hereby agrees that while employed by the
        Firm during the Employment Period and thereafter during the Noncompete
        Restriction Period, the Employee shall not, in any manner, directly or
        indirectly (other than in respect of the activities of Wasserstein & Co., LP
        that do not involve the direct rendering of services by the Employee), (i)
        Solicit a Client to transact business with a Competitive Enterprise or to
        reduce
        or refrain from doing any business with the Firm, to the extent the Employee
        is
        soliciting a Client to provide them with services the performance of which
        would
        violate Paragraph (b) above if such services were provided by the Employee,
        or
        (ii) interfere with or damage (or attempt to interfere with or damage) any
        relationship between the Firm and a Client.  For purposes of this
        Appendix, the term “Solicit”
means any
        direct or indirect communication of any kind whatsoever, regardless of by
        whom
        initiated, inviting, advising, persuading, encouraging or requesting any
        person
        or entity, in any manner, to take or refrain from taking any action, and
        the
        term “Client”
        means any client or prospective client of the Firm to whom the Employee provided
        services, or for whom the Employee transacted business, or whose identity
        became
        known to the Employee in connection with the Employee’s relationship with or
        employment by the Firm, whether or not the Firm has been engaged by such
        Client
        pursuant to a written agreement; provided that an
        entity which is not a client of the Firm shall be considered a “prospective
        client” for purposes of this sentence only if the Firm made a presentation or
        written proposal to such entity during the 12-month period preceding the
        Date of
        Termination or was preparing to make such a presentation or proposal at the
        time
        of the Date of Termination.

       

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

       

      (d)           
        No Hire of
        Employees.  The Employee hereby agrees that while employed by
        the Firm during the Employment Period and thereafter until the date that
        is six
        months after the Employee's Date of Termination for any reason (the “No Hire Restriction
        Period”), the Employee shall not, directly or indirectly, for himself or
        on behalf of any third party (other than the Firm) at any time in any manner,
        Solicit, hire, or otherwise cause any employee who is at the associate level
        or
        above (including, without limitation, managing directors), officer or agent
        of
        the Firm to apply for, or accept employment with, any Competitive Enterprise,
        or
        to otherwise refrain from rendering services to the Firm or to terminate
        his or
        her relationship, contractual or otherwise, with the Firm, other than in
        response to a general advertisement or public solicitation not directed
        specifically to employees of the Firm.

       

      (e)           
        Nondisparagement.  The
        Employee shall not at any time (whether prior to or following the Employee’s
        Date of Termination), and shall instruct the Employee’s spouse, domestic
        partner, parents, and any of their lineal descendants (it being agreed that
        in
        any dispute between the parties regarding whether the Employee breached such
        obligation to instruct, the Firm shall bear the burden of demonstrating that
        the
        Employee breached such obligation) not to, make any comments or statements
        to
        the press, employees of the Firm, any individual or entity with whom the
        Firm
        has a business relationship or any other person, if such comment or statement
        is
        disparaging to the Firm, its reputation, any of its affiliates or any of
        its
        current or former officers, members or directors, except for truthful statements
        as may be required by law.

       

      (f)           
        Notice of Termination
        Required.  The Employee agrees to provide three months’ written
        notice to the Firm prior to the Employee’s Date of Termination.  The
        Employee hereby agrees that, if, during the three-month period after the
        Employee has provided notice of termination to the Firm or prior thereto,
        the
        Employee enters (or has entered into) a written agreement to provide services
        or
        perform activities for a Competitive Enterprise that would violate Paragraph
        (b)
        if performed during the Noncompete Restriction Period, such action shall
        be
        deemed a violation of this Paragraph (f).

       

              (g)           
        Covenants
        Generally.  The Employee’s covenants as set forth in this
        Appendix are referred to herein as the “Covenants.”  If
        any of the Covenants is finally held to be invalid, illegal or unenforceable
        (whether in whole or in part), such Covenant shall be deemed modified to
        the
        extent, but only to the extent, of such invalidity, illegality or
        unenforceability and the remaining such Covenants shall not be affected thereby;
        provided, however,
        that if any
        of such Covenants is finally held to be invalid, illegal or unenforceable
        because it exceeds the maximum scope determined to be acceptable to permit
        such
        provision to be enforceable, such Covenant shall be deemed to be modified
        to the
        minimum extent necessary to modify such scope in order to make such provision
        enforceable hereunder.  The Employee hereby agrees that prior to
        accepting employment with any other person or entity during his period of
        service with the Firm or during the Noncompete Restriction Period or the
        No Hire
        Restriction Period, the Employee shall provide such prospective employer
        with
        written notice of the provisions of this Appendix, with a copy of such notice
        delivered no later than the date of the Employee’s commencement of such
        employment with such prospective employer, to the General Counsel of the
        Company.  The Employee acknowledges and agrees that the terms of the
        Covenants: (i) are reasonable in light of all of the circumstances,
        (ii) are sufficiently limited to protect the legitimate interests of the
        Firm, (iii) impose no undue hardship on the Employee and (iv) are not
        injurious to the public.  The Employee acknowledges and agrees that
        the Employee’s breach of the Covenants will cause the Firm irreparable harm,
        which cannot be adequately compensated by money damages.  The Employee
        further acknowledges that the Covenants and notice period requirements set
        forth
        herein shall operate independently of, and not instead of, any other restrictive
        covenants or notice period requirements to which the Employee is subject
        pursuant to other plans and agreements involving the Firm.

       

       

      A-3