Exhibit
10.20


 


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. Employee
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, or as soon as practicable after such 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.


 


10)        Treatment in Bankruptcy. 
All of your claims arising from, in connection with or in any way
relating to any failure of the Company to deliver to you shares of Common Stock
on the date when such shares are due to be delivered under this Agreement in
satisfaction of each Unit granted to you shall be deemed, in the event of a
bankruptcy of the Company, to be claims for damages arising from the purchase
or sale of Common Stock, within the meaning of section 510(b) of the U.S.
Bankruptcy Code  and shall have in such
bankruptcy the same priority as, and no greater priority than, common stock
interests in the Company.


 


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.


 


14)        Withholding.  The Company shall have the right to deduct from all
amounts payable to you in cash, any taxes required by law to be withheld
therefrom.  It shall be a condition to
the obligation of the Company to issue shares of Common Stock hereunder (a) that
you (or, in the event of your death, your beneficiary or any person acting on
behalf of your estate) pay to the Company or its designee, upon its demand, in
accordance with the Plan, such amount as may be required for the purpose of
satisfying its obligation or the obligation of any other person to withhold withholding
taxes incurred by reason of the  issuance
of such shares of Common Stock and (b) that you (or, in the event of your
death, your beneficiary or any person acting on behalf of your estate) provide
the Company with any forms, documents or other information reasonably required
by the Company in connection with the grant. 
If the amount requested for the purpose of satisfying the withholding
obligation is not paid, the Company may refuse to issue shares of Common Stock.