Exhibit 10.3


 


James W. Giddens


as Trustee of the Liquidation of the Business of
Lehman Brothers Inc.


 


c/o Hughes Hubbard & Reed LLP


 


One Battery Park Plaza


New York, NY 
10004


Attention:  Charles A. Samuelson


 


29 September 2008


 


Dear Sirs


 


Re: Sale of certain assets and the transfer of certain employees of
Lehman Brothers Inc.


 


We refer to the proposed sale (the “Transaction”), pursuant to an asset sale agreement dated on
or about the date of this letter, between Nomura Holdings Inc. (“NHI”), certain entities within the Lehman Brothers Holdings
Inc. group of companies (the “Sellers”), and
certain insolvency officers (the “Insolvency Officers”)
in Hong Kong, Singapore and Australia (the “Asset Sale
Agreement”), pursuant to which (i) certain employees of Lehman
Brothers Inc. (the “Company”)
currently employed in the Company’s Beijing Representative Office branch (the “Beijing Employees”) will be made an offer of employment by
one or more affiliates of NHI and (ii) a lease to which the Company is
party in respect of premises used by the Company’s Beijing Representative
Office branch, details of which are set out in the Asset Sale Agreement (the “Beijing Lease”), will be assigned to an affiliate of NHI.


 


We have been informed by the Sellers (and
nothing has come to our attention to contradict such information) that the
Transaction does not involve any sale of the directly owned assets of the
Company nor does it involve offers of employment by NHI or its affiliates to
the Company’s employees other than the Beijing Employees and possibly one or
more employees currently on secondment to the Lehman Brothers group companies
in Asia (including Australia and India), the total number of which does not
exceed 74 as at the date of this letter (the “Transferred
Secondees”), who may or may not be transferred to NHI or its
affiliates in connection with the Transaction.


 


We have been informed by the Sellers (and
nothing has come to our attention to contradict such information) that, as a
result of the Transaction: (i) no intellectual property of any Seller is
to be sold, licensed or otherwise transferred, or ownership of any securities
trading position or investment owned by any Seller is to be transferred,  by the Company to NHI or its affiliates in
the Transaction; and (ii) none of the assets to be acquired were used in
the conduct, in the ordinary course as conducted before September 13,
2008, of the business of the “Investment Management Division” of the Lehman
Brothers group of companies.


 


In consideration of the assignment of the
Beijing Lease and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company hereby confirms and
agrees that it will, subject to any required court approvals and other third
party consents, sign, execute or otherwise enter into any documents of
assignment, novation, surrender or termination relating to the Beijing Lease
(or other documents ancillary thereto), subject to such documents being on
terms reasonably satisfactory to NHI (it is understood and agreed that in no 


 

















 


event will any such documents require the
Company to incur any obligation or liability or result in any obligation or
liability under the Beijing Lease from and after the closing of the Transaction
pursuant to the terms of the Asset Sale Agreement).


 


NHI shall extend, or cause its subsidiaries
to extend, to the Company rights to access books and records relating to the
Transferred Employees Records, Transferred Sale Assets Records or Retained
Records (each as defined in the Asset Sale Agreement) or the Beijing Lease or
the Transferred Secondees that may come into the possession or control of NHI
or its affiliates (whether maintained in paper, electronic or any other form)
in connection with the Transaction on the same terms and conditions as the
equivalent rights of a Seller under the Asset Sale Agreement, provided that
such access shall be subject to the confidentiality obligations contained in
the Asset Sale Agreement.


 


Each of the Company and NHI agrees not to
bring any claim against each other or their respective affiliates in respect of
the Transaction (other than under this letter).


 


 


Yours faithfully


 


 


	
  Nomura Holdings Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Takumi Shibata

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


Please sign and date the enclosed copy of
this letter to acknowledge your acceptance of its terms.


 


 


	
  Lehman Brothers Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Charles A. Samuelson

  	
   

  
	
   

  	
  Name: Charles A. Samuelson

  	
   

  
	
   

  	
  Title: Attorney for James W. Giddens, as Trustee of the Liquidation of
  the Business of Lehman

  
	
  Brothers Inc.

  
	
   

  	
   

  
	
  Date: