Exhibit
10.28


 


LEHMAN BROTHERS
HOLDINGS INC.


 


AGREEMENT
EVIDENCING A GRANT OF


RESTRICTED STOCK
UNITS


 


TO


 


	
  Number of Restricted Stock Units

  	
   

  	
  Date of Grant

  
	
   

  	
   

  	
   

  
	
  Restricted Stock
  Units

  	
   

  	
   

  



 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


8)              Change in Control. 
Following the occurrence of any Change in Control that constitutes a
change in ownership or effective control within the meaning of Section 409A(a)(2)(A)(v) of
the Code, you shall be immediately entitled to receive (i) in the same
form of consideration as that received by shareholders generally, the “undiscounted
market value” (at the time of grant) of the shares of Common Stock underlying
your outstanding Units (i.e., the fair market value of your Units determined on
the date of grant) (the “Preliminary Consideration”), and (ii) an
additional right to receive the excess, if any, of the price paid by an
acquirer over such “undiscounted market value” (such excess amount, the “Deferred
Consideration”), which right shall be deferred until the earlier of (X) two
years following such Change in Control or (Y) the end of the term of any
remaining restrictions (the “Deferred Period”), but your Units shall remain
otherwise subject to all issuance restrictions during the Deferred Period.  Following the occurrence of any Change in Control
that does not constitute a change in ownership or effective control within the
meaning of Section 409A(a)(2)(A)(v) of the Code, you shall be
entitled to receive both the Preliminary Consideration and the Deferred
Consideration (if any) upon your termination of service on the Board of
Directors of the Company.


 


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


 


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


 

















 


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


 


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


 


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