14.

INCENTIVE PLANS

Share-Based Incentive Plan Awards

A description of Lazard Ltd’s 2005 Plan and 2008 Plan and activity with respect thereto during the years ended December 31, 2013, 2012 and 2011, is presented below.

Shares Available Under the 2005 Plan and 2008 Plan

The 2005 Plan authorizes the issuance of up to 25,000,000 shares of Class A common stock pursuant to the grant or exercise of stock options, stock appreciation rights, RSUs and other equity-based awards. Each stock unit or similar award granted under the 2005 Plan represents a contingent right to receive one share of Class A common stock, at no cost to the recipient. The fair value of such awards is generally determined based on the closing market price of Class A common stock at the date of grant.

In addition to the shares available under the 2005 Plan, additional shares of Class A common stock are available under the 2008 Plan. The maximum number of shares available under the 2008 Plan is based on a formula that limits the aggregate number of shares that may, at any time, be subject to awards that are considered “outstanding” under the 2008 Plan to 30% of the then-outstanding shares of Class A common stock (treating, for this purpose, the then-outstanding exchangeable interests of LAZ-MD Holdings on a “fully-exchanged” basis as described in the 2008 Plan).

The following reflects the amortization expense recorded with respect to share-based incentive plans within “compensation and benefits” expense (with respect to RSUs, performance-based restricted stock units (“PRSUs”) and restricted stock awards) and “professional services” expense (with respect to DSUs) within the Company’s accompanying consolidated statements of operations:


	Year Ended December 31,
	2013		2012		2011
Share-based incentive awards:
RSUs (a)	$	209,974	$	298,809	$	264,110
PRSUs		12,934		–		–
Restricted Stock (b)		11,374		10,003		9,767
DSUs		1,616		1,536		1,265

Total	$	235,898	$	310,348	$	275,142

(a)	Includes charges relating to the cost saving initiatives and staff reductions, as applicable, for the years ended December 31, 2013 and 2012, aggregating $9,099 and $26,158, respectively (see Note 16 of Notes to Consolidated Financial Statements).

(b)	Includes charges relating to the cost saving initiatives for the years ended December 31, 2013 and 2012, of $247 and $713, respectively.

The ultimate amount of compensation and benefits expense relating to share-based awards is dependent upon the actual number of shares of Class A common stock that vest. The Company periodically assesses the forfeiture rates used for such estimates. A change in estimated forfeiture rates results in a cumulative adjustment to previously recorded compensation and benefits expense and also would cause the aggregate amount of compensation expense recognized in future periods to differ from the estimated unrecognized compensation expense described below.

For purposes of calculating diluted net income per share, RSU and restricted stock awards are included in the diluted weighted average shares of Class A common stock outstanding using the “treasury stock” method. PRSUs are included in the diluted weighted average shares of Class A common stock outstanding to the extent the performance conditions are met at the end of the reporting period, also using the “treasury stock” method.

The Company’s incentive plans are described below.

RSUs and DSUs

RSUs generally require future service as a condition for the delivery of the underlying shares of Class A common stock (unless the recipient is then eligible for retirement under the Company’s retirement policy) and convert into Class A common stock on a one-for-one basis after the stipulated vesting periods. PRSUs, which are a form of RSUs that are also subject to service-based vesting conditions, have additional conditions, and are described below. The grant date fair value of the RSUs, net of an estimated forfeiture rate, is amortized over the vesting periods or requisite service periods (generally one-third after two years, and the remaining two-thirds after the third year), and is adjusted for actual forfeitures over such period.

RSUs generally include a dividend participation right that provides that during vesting periods each RSU is attributed additional RSUs (or fractions thereof) equivalent to any dividends paid on Class A common stock during such period. During the years ended December 31, 2013, 2012 and 2011, issuances of RSUs pertaining to such dividend participation rights and respective charges to “retained earnings”, net of estimated forfeitures, (with corresponding credits to “additional paid-in-capital”) consisted of the following:


	Year Ended December 31,
	2013		2012		2011
Number of RSUs issued		442,242		920,791		389,846
Charges to retained earnings, net of estimated forfeitures	$	16,476	$	24,990	$	11,120

Non-executive members of the Board of Directors receive approximately 55% of their annual compensation for service on the Board of Directors and its committees in the form of DSUs, which resulted in 39,315, 53,239 and 26,859 DSUs granted during the years ended December 31, 2013, 2012 and 2011, respectively. Their remaining compensation is payable in cash, which they may elect to receive in the form of additional DSUs under the Directors’ Fee Deferral Unit Plan described below. DSUs are convertible into Class A common stock at the time of cessation of service to the Board and, for purposes of calculating diluted net income per share, are included in the diluted weighted average shares of Class A common stock outstanding using the “treasury stock” method. DSUs include a cash dividend participation right equivalent to any ordinary quarterly dividends paid on Class A common stock, and resulted in nominal cash payments for the years ended December 31, 2013, 2012 and 2011.

The Company’s Directors’ Fee Deferral Unit Plan permits its Non-Executive Directors to elect to receive additional DSUs pursuant to the 2005 Plan in lieu of some or all of their cash fees. The number of DSUs that shall be granted to a Non-Executive Director pursuant to this election will equal the value of cash fees that the applicable Non-Executive Director has elected to forego pursuant to such election, divided by the market value of a share of Class A common stock on the date on which the foregone cash fees would otherwise have been paid. During the years ended December 31, 2013, 2012 and 2011, 7,623, 10,597 and 8,184 DSUs, respectively, had been granted pursuant to such Plan.

DSU awards are expensed at their fair value on their date of grant, inclusive of amounts related to the Directors’ Fee Deferral Unit Plan.

The following is a summary of activity relating to RSUs and DSUs during the three-year period ended December 31, 2013:


	RSUs					DSUs
	Units			Weighted Average Grant Date Fair Value		Units			Weighted Average Grant Date Fair Value
Balance, January 1, 2011		22,108,635		$	35.67		121,737		$	34.46
Granted (including 389,846 RSUs relating to dividend participation)		7,002,736		$	43.21		35,043		$	36.09
Forfeited		(305,155	)	$	37.83		–			–
Vested		(8,054,387	)	$	39.13		(16,120	)	$	34.76

Balance, December 31, 2011		20,751,829		$	36.84		140,660		$	34.83
Granted (including 920,791 RSUs relating to dividend participation)		8,594,744		$	27.68		63,836		$	24.06
Forfeited		(581,411	)	$	35.59		–			–
Vested/Exchanged		(7,284,031	)	$	34.71		–			–

Balance, December 31, 2012		21,481,131		$	33.92		204,496		$	31.47
Granted (including 442,242 RSUs relating to dividend participation)		5,174,810		$	37.21		46,938		$	34.42
Forfeited		(268,900)		$	34.47		–			–
Vested		(9,768,849)		$	34.65		–			–

Balance, December 31, 2013		16,618,192		$	34.51		251,434		$	32.02

During the years ended December 31, 2013, 2012 and 2011, 9,768,849, 7,284,031 and 8,054,387 RSUs vested or were exchanged, respectively (including, in 2012, 1,523,642 RSUs that were exchanged for shares of restricted Class A common stock and 958,213 RSUs that were modified through forward purchase agreements into a liability award of $28,612). As of the modification date in 2012, the Company recorded a liability in “accrued compensation and benefits” of $26,922 related to such liability award and an offsetting reduction to “additional paid-in-capital”. Such liability awards were settled on March 1, 2013 for $28,612. During the year ended December 31, 2013, compensation expense of $1,690 was recorded for such liability awards. In connection with the vested RSUs, the Company satisfied its minimum statutory tax withholding requirements in lieu of issuing 3,651,050, 1,471,814 and 2,353,561 shares of Class A common stock in the years ended December 31, 2013, 2012 and 2011, respectively. Accordingly, 6,117,799, 3,330,362, and 5,700,826 shares of Class A common stock held by the Company were delivered during the years ended December 31, 2013, 2012 and 2011, respectively.

As of December 31, 2013, unrecognized RSU compensation expense, adjusted for estimated forfeitures, was approximately $156,537, with such unrecognized compensation expense expected to be recognized over a weighted average period of approximately 1.0 years subsequent to December 31, 2013.

Restricted Stock

The following is a summary of activity related to shares of restricted Class A common stock associated with compensation arrangements during the three-year period ended December 31, 2013:


	Restricted Shares			Weighted Average Grant Date Fair Value
Balance, January 1, 2011		95,332		$	37.63
Granted		327,238		$	43.70
Vested		(327,238	)	$	43.70

Balance, December 31, 2011		95,332		$	37.63
Granted/Exchanged (a)		2,100,965		$	34.34
Forfeited		(21,178	)	$	29.51
Vested		(202,510	)	$	31.43

Balance, December 31, 2012		1,972,609		$	34.85
Granted		368,736		$	36.74
Forfeited		(37,782	)	$	33.37
Vested		(1,728,509	)	$	36.00

Balance, December 31, 2013		575,054		$	32.72

(a)

Includes, during the year ended December 31, 2012, as described above, 1,523,642 shares of restricted Class A common stock issued in exchange for 1,523,642 previously granted RSUs at a grant date fair value of $35.95 per share. The vesting terms of such restricted Class A common stock issued were substantially the same as those of the original awards exchanged. There was no incremental compensation cost incurred as a result of the exchanges.

As mentioned above, during 2012, the Company exchanged 1,523,642 RSUs for shares of restricted Class A common stock.

In connection with shares of restricted Class A common stock that vested during the years ended December 31, 2013 and 2012, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 18,599 and 28,129 shares of Class A common stock during such respective years. Accordingly, 1,709,910 and 174,381 shares of Class A common stock held by the Company were delivered during the years ended December 31, 2013 and 2012, respectively.

The awards include a cash dividend participation right equivalent to any dividends paid on Class A common stock during the period, which will vest concurrently with the underlying restricted stock award. At December 31, 2013, unrecognized restricted stock expense was approximately $7,361, with such expense to be recognized over a weighted average period of approximately 1.2 years subsequent to December 31, 2013.

PRSUs

During the year ended December 31, 2013, the Company granted 448,128 PRSUs. The PRSUs are subject to both performance-based and service-based vesting conditions. The number of shares of Class A common stock that a recipient will receive upon vesting of a PRSU will be calculated by reference to certain performance metrics that relate to the Company’s performance over the three-year period beginning on January 1, 2012 and ending on December 31, 2014. The target number of shares of Class A common stock subject to each PRSU is one; however, based on the achievement of the performance criteria, the number of shares of Class A common stock that may be received in connection with each PRSU can range from zero to two times the target number (or, for the PRSUs granted in 2013, three times the target number in the event of a substantial increase in 2014 in our revenue (adjusted for certain items)). The PRSUs granted in 2013 will vest 33% in March 2015 and 67% in March 2016, provided the applicable service and performance conditions are satisfied. In addition, the performance metrics applicable to each PRSU will be evaluated on an annual basis at the end of each fiscal year during the performance period and, if the Company has achieved a threshold level of performance with respect to the fiscal year, 25% of the target number of shares of Class A common stock subject to each PRSU will no longer be at risk of forfeiture based on the achievement of performance criteria. PRSUs generally include dividend participation rights. In October 2013, the Company modified the outstanding PRSUs that may vest above the level of two times target to add incremental performance criteria. Pursuant to the modification, in addition to the previously applicable performance criteria, the Company would also have to achieve a particular level of fiscal year 2014 revenue (adjusted for certain items) in order for the PRSUs to vest between a level of two to three times the target level.

Compensation expense recognized for PRSU awards is determined by multiplying the number of shares of Class A common stock underlying such awards that, based on the Company’s estimate, are considered probable of vesting, by the grant date fair value of $36.11 per share. As of December 31, 2013, the total estimated unrecognized compensation expense for PRSUs granted in 2013 was approximately $19,430, and the Company expects to amortize such expense over a weighted-average period of approximately 1.4 years.

Lazard Fund Interests and Other Similar Deferred Compensation Arrangements

Commencing in February 2011, the Company granted Lazard Fund Interests to eligible employees. In connection with the Lazard Fund Interests and other similar deferred compensation arrangements, which generally require future service as a condition for vesting, the Company recorded a prepaid compensation asset and a corresponding compensation liability on the grant date based upon the fair value of the award. The prepaid asset is amortized on a straight-line basis over the applicable vesting periods or requisite service periods (which are generally similar to the comparable periods for RSUs), and is charged to “compensation and benefits” expense within the Company’s consolidated statement of operations. Lazard Fund Interests and similar deferred compensation arrangements that do not require future service are expensed immediately. The related compensation liability is accounted for at fair value as a derivative liability, which contemplates the impact of estimated forfeitures, and is adjusted for changes in fair value primarily related to changes in value of the underlying investments.

The following is a summary of activity relating to Lazard Fund Interests and other similar deferred compensation arrangements during the years ended December 31, 2013 and 2012:


	Prepaid Compensation Asset			Compensation Liability
Balance, January 1, 2013	$	47,445		$	97,593
Granted		72,217			72,217
Settled		–			(24,006	)
Forfeited		(1,075	)		(1,544	)
Amortization		(58,023	)		–
Change in fair value related to:
Increase in fair value of underlying investments		–			14,099
Adjustment for estimated forfeitures		–			4,643
Other		(131	)		(580	)

Balance, December 31, 2013	$	60,433		$	162,422


	Prepaid Compensation			Compensation Liability
Balance, January 1, 2012	$	17,783		$	29,900
Granted		64,679			64,679
Settled		–			(10,646	)
Forfeited		(1,603	)		(1,711	)
Amortization		(33,476	)		–
Change in fair value related to:
Increase in fair value of underlying investments		–			7,557
Adjustment for estimated forfeitures		–			7,841
Other		62			(27)

Balance, December 31, 2012	$	47,445		$	97,593

The amortization of the prepaid compensation asset will generally be recognized over a weighted average period of approximately 1.5 years subsequent to December 31, 2013.

The following is a summary of the impact of Lazard Fund Interests and other similar deferred compensation arrangements on “compensation and benefits” expense within the accompanying consolidated statements of operations for the years ended December 31, 2013 and 2012:


	Year Ended December 31,
	2013		2012		2011
Amortization, net of forfeitures (a)	$	62,197	$	41,209	$	14,551
Change in the fair value of underlying investments		14,099		7,557		(3,024	)

Total	$	76,296	$	48,766	$	11,527

(a)	Includes charges relating to the cost saving initiatives for the years ended December 31, 2013 and 2012, of $2,665 and $3,495, respectively.

Incentive Awards Granted In February 2014

In February 2014, the Company granted approximately $275,000 of deferred incentive awards (excluding PRSUs) to eligible employees. These grants included: RSUs or shares of restricted Class A common stock; deferred incentive awards that allow eligible employees the choice of receiving a portion of their award in a combination of (i) Lazard Fund Interests and (ii) additional RSUs or shares of restricted Class A common stock; deferred cash awards; and a portion of fund managers’ year-end incentive compensation that is reinvested in certain asset management funds. In addition, the Company granted approximately $16,000 of PRSUs (valued at the target payout level).

The RSUs, restricted Class A common stock and Lazard Fund Interests granted each provide for one-third vesting on March 1, 2016 and the remaining two-thirds vesting on March 1, 2017. The PRSUs granted provide for cliff vesting in March 2017, provided that the applicable service and performance conditions are satisfied, and will convert into Class A common stock within a range equal to zero to two times the target number of shares of Class A common stock subject to the awards. Compensation expense with respect to such incentive awards will generally be recognized over the vesting period, with such compensation expense to be recognized over a weighted average period of approximately 2.7 years.