Incentive Plans | 13. INCENTIVE PLANS Share-Based Incentive Plan Awards A description of Lazard Ltd’s 2018 Plan, 2008 Plan and 2005 Equity Incentive Plan (the “2005 Plan”) and activity with respect thereto during the three month and six month periods ended June 30, 2018 and 2017 is presented below. Shares Available Under the 2018 Plan, 2008 Plan and 2005 Plan The 2018 Plan became effective on April 24, 2018 and replaced the 2008 Plan, which was terminated on April 24, 2018. The 2018 Plan authorizes the issuance of up to 30,000,000 shares of Class A common stock pursuant to the grant or exercise of stock options, stock appreciation rights, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”) and other share-based awards. The 2008 Plan authorized the issuance of shares of Class A common stock pursuant to the grant or exercise of stock options, stock appreciation rights, RSUs, PRSUs and other share-based awards. Under the 2008 Plan, the maximum number of shares available was based on a formula that limited the aggregate number of shares that could, at any time, be subject to awards that were considered “outstanding” under the 2008 Plan to 30% of the then-outstanding shares of Class A common stock. The 2008 Plan was terminated on April 24, 2018, and no additional awards have been or will be granted under the 2008 Plan after its termination, although unvested awards granted under the 2008 Plan before its termination remain outstanding and continue to be subject to its terms. The 2005 Plan authorized 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 share-based awards. The 2005 Plan expired in the second quarter of 2015, although unvested deferred stock unit (“DSU”) awards granted under the 2005 Plan before its expiration remain outstanding and continue to be subject to its terms. The following reflects the amortization expense recorded with respect to share-based incentive plans within “compensation and benefits” expense (with respect to RSUs, PRSUs and restricted stock awards) and “professional services” expense (with respect to DSUs) within the Company’s accompanying condensed consolidated statements of operations for the three month and six month periods ended June 30, 2018 and 2017: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Share-based incentive awards: RSUs $ 55,635 $ 54,354 $ 116,522 $ 110,295 PRSUs 17,051 16,417 28,018 28,199 Restricted Stock 12,600 13,161 23,373 22,810 DSUs 863 771 959 848 Total $ 86,149 $ 84,703 $ 168,872 $ 162,152 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, including as a result of any applicable performance conditions. A change in estimated forfeiture rates or performance results in a cumulative adjustment to 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. The Company’s share-based incentive plans and awards 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 shares of Class A common stock on a one-for-one basis after the stipulated vesting periods. PRSUs, which are RSUs that are also subject to service-based vesting conditions, have additional performance 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 six month periods ended June 30, 2018 and 2017, dividend participation rights required the issuance of 636,207 and 739,079 RSUs, respectively. Non-executive members of the Board of Directors of Lazard Group, who are the same Non-Executive Directors of Lazard Ltd (“Non-Executive 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 30,463 and 31,280 DSUs granted during the six month periods ended June 30, 2018 and 2017, 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 shares of Class A common stock at the time of cessation of service to the Board of Directors. DSUs include a cash dividend participation right equivalent to dividends paid on Class A common stock. The Company’s Directors’ Fee Deferral Unit Plan permits the Non-Executive Directors to elect to receive additional DSUs in lieu of some or all of their cash fees. The number of DSUs 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 immediately preceding the date of the grant. During the six month periods ended June 30, 2018 and 2017, 6,281 and 7,035 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 six month periods ended June 30, 2018 and 2017: RSUs DSUs Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Balance, January 1, 2018 12,919,846 $ 40.23 278,422 $ 37.46 Granted (including 636,207 RSUs relating to dividend participation) 3,974,389 $ 54.07 36,744 $ 52.18 Forfeited (105,853 ) $ 44.55 - - Vested (5,542,633 ) $ 42.86 - - Balance, June 30, 2018 11,245,749 $ 43.78 315,166 $ 39.18 Balance, January 1, 2017 11,698,138 $ 40.65 276,725 $ 36.05 Granted (including 739,079 RSUs relating to dividend participation) 5,134,126 $ 43.07 38,315 $ 44.30 Forfeited (92,011 ) $ 39.98 - - Vested (3,937,970 ) $ 45.36 (43,465 ) $ 35.77 Balance, June 30, 2017 12,802,283 $ 40.17 271,575 $ 37.26 In connection with RSUs that vested during the six month periods ended June 30, 2018 and 2017, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 1,635,514 and 1,267,560 shares of Class A common stock during such respective six month periods. Accordingly, 3,907,119 and 2,670,410 shares of Class A common stock held by the Company were delivered during the six month periods ended June 30, 2018 and 2017, respectively. As of June 30, 2018, estimated unrecognized RSU compensation expense was approximately $203,205, with such expense expected to be recognized over a weighted average period of approximately 0.9 years subsequent to June 30, 2018. Restricted Stock The following is a summary of activity related to shares of restricted Class A common stock associated with compensation arrangements during the six month periods ended June 30, 2018 and 2017: Restricted Shares Weighted Average Grant Date Fair Value Balance, January 1, 2018 1,938,160 $ 40.54 Granted 529,987 $ 54.45 Forfeited (26,222 ) $ 47.00 Vested (848,187 ) $ 44.24 Balance, June 30, 2018 1,593,738 $ 43.09 Balance, January 1, 2017 1,655,073 $ 40.95 Granted 841,355 $ 42.58 Forfeited (32,568 ) $ 41.96 Vested (458,814 ) $ 45.57 Balance, June 30, 2017 2,005,046 $ 40.56 In connection with shares of restricted Class A common stock that vested during the six month periods ended June 30, 2018 and 2017, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 289,831 and 135,528 shares of Class A common stock during such respective six month periods. Accordingly, 558,356 and 323,286 shares of Class A common stock held by the Company were delivered during the six month periods ended June 30, 2018 and 2017, respectively. The restricted stock awards include a cash dividend participation right equivalent to dividends paid on Class A common stock during the period, which will vest concurrently with the underlying restricted stock award. At June 30, 2018, estimated unrecognized restricted stock expense was approximately $31,084, with such expense to be recognized over a weighted average period of approximately 0.8 years subsequent to June 30, 2018. PRSUs PRSUs are RSUs that 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 Lazard Ltd’s performance over a three-year period. 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 generally can range from zero to two times the target number. PRSUs will vest on a single date approximately three years following the date of the grant, 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 Lazard Ltd 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 include dividend participation rights that provide that during vesting periods, the target number of PRSUs (or, following the relevant performance period, the actual number of shares of Class A common stock that are no longer subject to performance conditions) receive dividend equivalents at the same rate that dividends are paid on Class A common stock during such periods. These dividend equivalents are credited as RSUs that are not subject to the performance-based vesting criteria but are otherwise subject to the same restrictions as the underlying PRSUs to which they relate. The following is a summary of activity relating to PRSUs during the six month periods ended June 30, 2018 and 2017: PRSUs Weighted Average Grant Date Fair Value Balance, January 1, 2018 1,591,693 $ 42.46 Granted (a) 399,869 $ 56.80 Vested (799,402 ) $ 46.74 Balance, June 30, 2018 1,192,160 $ 44.39 Balance, January 1, 2017 1,590,756 $ 40.76 Granted (a) 458,113 $ 43.76 Vested (825,565 ) $ 42.27 Balance, June 30, 2017 1,223,304 $ 40.86 (a) Represents PRSU awards granted during the relevant year at the target payout level. In connection with certain PRSUs that vested or were settled during the six month periods ended June 30, 2018 and 2017, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 91,962 and 126,264 shares of Class A common stock during such respective six month periods. Accordingly, 707,440 and 699,301 shares of Class A common stock held by the Company were delivered during the six month periods ended June 30, 2018 and 2017, respectively. 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. As of June 30, 2018, the total estimated unrecognized compensation expense was approximately $12,594, and the Company expects to amortize such expense over a weighted-average period of approximately 0.9 years subsequent to June 30, 2018. LFI and Other Similar Deferred Compensation Arrangements Commencing in February 2011, the Company granted LFI to eligible employees. In connection with LFI 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 condensed consolidated statement of operations. LFI 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 LFI and other similar deferred compensation arrangements during the six month periods ended June 30, 2018 and 2017: Prepaid Compensation Asset Compensation Liability Balance, January 1, 2018 $ 60,355 $ 182,301 Granted 104,551 104,551 Settled - (84,422 ) Forfeited (618 ) (876 ) Amortization (50,057 ) - Change in fair value related to: Decrease in fair value of underlying investments - (1,935 ) Adjustment for estimated forfeitures - 2,330 Other (1,424 ) (1,105 ) Balance, June 30, 2018 $ 112,807 $ 200,844 Prepaid Compensation Asset Compensation Liability Balance, January 1, 2017 $ 49,650 $ 170,388 Granted 77,580 77,580 Settled - (95,633 ) Forfeited (585 ) (933 ) Amortization (39,503 ) - Change in fair value related to: Increase in fair value of underlying investments - 13,106 Adjustment for estimated forfeitures - 2,138 Other 942 1,312 Balance, June 30, 2017 $ 88,084 $ 167,958 The amortization of the prepaid compensation asset will generally be recognized over a weighted average period of approximately 0.9 years subsequent to June 30, 2018. The following is a summary of the impact of LFI and other similar deferred compensation arrangements on “compensation and benefits” expense within the accompanying condensed consolidated statements of operations for the three month and six month periods ended June 30, 2018 and 2017: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Amortization, net of forfeitures $ 36,293 $ 28,310 $ 52,129 $ 41,293 Change in the fair value of underlying investments (499 ) 5,753 (1,935 ) 13,106 Total $ 35,794 $ 34,063 $ 50,194 $ 54,399 |