Incentive Plans | 1 3 . 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 nine month periods ended September 30, 2020 and 2019 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 common stock pursuant to the grant or exercise of stock options, stock appreciation rights, restricted stock units (“RSUs”), performance-based restricted stock units (“PRSUs”), profits interest participation rights, including performance-based restricted participation units (“PRPUs”), and other share-based awards. The 2008 Plan authorized the issuance of shares of 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 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 outstanding awards granted under the 2008 Plan before its termination continue to be subject to its terms. The 2005 Plan authorized the issuance of up to 25,000,000 shares of 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 outstanding deferred stock unit (“DSU”) awards granted under the 2005 Plan before its expiration 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, profits interest participation rights, including PRPUs, and other share-based awards) and “professional services” expense (with respect to DSUs) within the Company’s accompanying condensed consolidated statements of operations for the three month and nine month periods ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Share-based incentive awards: RSUs $ 29,295 $ 37,206 $ 112,435 $ 140,597 PRSUs 636 14,291 5,627 16,540 Restricted Stock 5,423 7,274 22,969 24,871 Profits interest participation rights 4,121 6,224 37,172 42,105 DSUs 97 97 1,086 1,079 Total $ 39,572 $ 65,092 $ 179,289 $ 225,192 The ultimate amount of compensation and benefits expense relating to share-based awards is dependent upon the actual number of shares of 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 common stock (unless the recipient is then eligible for retirement under the Company’s retirement policy) and convert into shares of common stock on a one-for-one basis after the stipulated vesting periods. 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 the applicable vesting period, each RSU is attributed additional RSUs equivalent to any dividends paid on common stock during such period. During the nine month period ended September 30, 2020, dividend participation rights required the issuance of 489,971 RSUs. 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 60,022 DSUs being granted during the nine month period ended September 30, 2020. 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 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 common stock. Lazard Ltd’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 common stock on the date immediately preceding the date of the grant. During the nine month period ended September 30, 2020, 17,754 DSUs 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 nine month period ended September 30, 2020: RSUs DSUs Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Balance, January 1, 2020 10,387,566 $ 44.66 395,973 $ 38.01 Granted (including 489,971 RSUs relating to dividend participation) 3,332,581 $ 42.63 77,776 $ 27.94 Forfeited (70,964 ) $ 41.50 - - Settled (4,469,676 ) $ 46.66 - - Balance, September 30, 2020 9,179,507 $ 42.98 473,749 $ 36.35 In connection with RSUs that settled during the nine month period ended September 30, 2020, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 1,623,353 shares of common stock during such nine month period. Accordingly, 2,846,323 shares of common stock held by the Company were delivered during the nine month period ended September 30, 2020. As of September 30, 2020, estimated unrecognized RSU compensation expense was $129,255, with such expense expected to be recognized over a weighted average period of approximately 0.8 years subsequent to September 30, 2020. Restricted Stock The following is a summary of activity related to shares of restricted common stock associated with compensation arrangements during the nine month period ended September 30, 2020: Restricted Shares Weighted Average Grant Date Fair Value Balance, January 1, 2020 1,039,306 $ 41.79 Granted (including 28,948 relating to dividend participation) 690,800 $ 42.09 Forfeited (17,371 ) $ 39.37 Settled (513,792 ) $ 43.52 Balance, September 30, 2020 1,198,943 $ 41.25 In connection with shares of restricted common stock that settled during the nine month period ended September 30, 2020, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 175,332 shares of common stock during such nine month period. Accordingly, 338,460 shares of common stock held by the Company were delivered during the nine month period ended September 30, 2020. Restricted stock awards granted in 2020 generally include a dividend participation right that provides that during the applicable vesting period each restricted stock award is attributed additional shares of restricted common stock equivalent to any dividends paid on common stock during such period. During the nine month period ended September 30, 2020, dividend participation rights required the issuance of 28,948 shares of restricted common stock. With respect to awards granted prior to 2020, the restricted stock awards include a cash dividend participation right equivalent to dividends paid on common stock during the period, which will vest concurrently with the underlying restricted stock award. At September 30, 2020, estimated unrecognized restricted stock expense was $22,358, with such expense to be recognized over a weighted average period of approximately 0.8 years subsequent to September 30, 2020. PRSUs PRSUs are RSUs that are subject to both performance-based and service-based vesting conditions. The number of shares of 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 The following is a summary of activity relating to PRSUs during the nine month period ended September 30, 2020: PRSUs Weighted Average Grant Date Fair Value Balance, January 1, 2020 797,705 $ 47.65 Settled (550,650 ) $ 43.54 Balance, September 30, 2020 247,055 $ 56.80 In connection with certain PRSUs that settled during the nine month period ended September 30, 2020, the Company satisfied its minimum statutory tax withholding requirements in lieu of delivering 91,314 shares of common stock during such nine month period. Accordingly, 459,336 shares of common stock held by the Company were delivered during the nine month period ended September 30, 2020. Compensation expense recognized for PRSU awards is determined by multiplying the number of shares of 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 September 30, 2020, the total estimated unrecognized compensation expense was $1,052, and the Company expects to amortize such expense over a weighted-average period of approximately 0.2 years subsequent to September 30, 2020. Profits Interest Participation Rights In early 2019, the Company established a new long-term incentive compensation program consisting of profits interest participation rights, which are equity incentive awards that, subject to certain conditions, may be exchanged for shares of common stock pursuant to the 2018 Plan. Pursuant to the program, in February 2019 and February 2020, the Company granted profits interest participation rights subject to service-based and performance-based vesting criteria and other conditions, which we refer to as performance-based restricted participation units (“PRPUs”), to each of the Company’s NEOs, and profits interest participation rights subject to service-based vesting criteria and other conditions to a limited number of other senior employees, pursuant to profits interest participation right agreements. Profits interest participation rights generally provide for vesting approximately three years following the grant date , so long as applicable conditions have been satisfied. Profits interest participation rights are a class of membership interests in the Company that are intended to qualify as “profits interests” for U.S. federal income tax purposes, and are recorded within members’ equity in the Company’s condensed consolidated statements of financial condition. The profits interest participation rights generally allow the recipient to realize value only to the extent that both (i) the service-based vesting conditions and, if applicable, the performance conditions, are satisfied, and (ii) an amount of economic appreciation in the assets of the Company occurs as necessary to satisfy certain partnership tax rules (referred to as the "Minimum Value Condition") before the fifth anniversary of the grant date, otherwise the profits interest participation rights will be forfeited. Upon satisfaction of such conditions, profits interest participation rights that are in parity with the value of common stock will be exchanged on a one-for-one basis for shares of common stock. If forfeited based solely on failing to meet the Minimum Value Condition, the associated compensation expense would not be reversed. With regard to the profits interest participation rights granted in February 2019, the Minimum Value Condition was met during the nine month period ended September 30, 2020. Like outstanding RSUs and similar awards, profits interest participation rights are subject to continued employment and other conditions and restrictions and are forfeited if those conditions and restrictions are not fulfilled. More specifically, vesting of profits interest participation rights are subject to compliance with restrictive covenants including non-compete, non-solicitation of clients, no hire of employees and confidentiality, which are similar to those applicable to PRSUs and RSUs. In addition, profits interest participation rights must satisfy the Minimum Value Condition. PRPUs, like outstanding PRSUs, are subject to the achievement of incremental pre-established performance conditions and financial metrics and only result in value to the recipient to the extent the conditions are satisfied. The number of shares of common stock that a recipient will receive upon the exchange of a PRPU award is calculated by reference to applicable financial metrics. The target number of shares of common stock subject to each PRPU is one. Based on the achievement of performance criteria, as determined by the Compensation Committee, the number of shares of common stock that may be received in connection with each PRPU award will range from zero to two times the target number. Unless applicable performance conditions are satisfied during the three year performance period, and the Minimum Value Condition is satisfied within five years following the grant date, all PRPUs will be forfeited, and the recipients will not be entitled to any such awards. In addition, the performance metrics applicable to each PRPU 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 PRPUs will no longer be at risk of forfeiture based on the achievement of performance criteria. Profits interest participation rights are allocated income, subject to vesting and settled in cash, in respect of dividends paid on common stock. The following is a summary of activity relating to profits interest participation rights, including PRPUs, during the nine month period ended September 30, 2020: Profits Interest Participation Rights Weighted Average Grant Date Fair Value Balance, January 1, 2020 1,462,702 $ 38.65 Granted 1,060,373 $ 42.89 Balance, September 30, 2020 (a) 2,523,075 $ 40.43 (a) Table includes 1,050,778 PRPUs, which represents the target number of PRPUs granted as of September 30, 2020, including 486,611 PRPUs granted during the nine month period ended September 30, 2020. The weighted average grant date fair values for PRPUs and other profits interest participation rights outstanding as of January 1, 2020 and those granted during the nine month period ended September 30, 2020 were, in each case, the same for PRPUs and other profits interest participation rights. The weighted average grant date fair values for PRPUs and other profits interest participation rights outstanding as of September 30, 2020 were $40.61 and $40.30, respectively. Compensation expense recognized for profits interest participation rights, including PRPUs, is determined by multiplying the number of shares of 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 September 30, 2020, the total estimated unrecognized compensation expense was $25,754, and the Company expects to amortize such expense over a weighted-average period of approximately 1.0 years subsequent to September 30, 2020 . 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 nine month period ended September 30, 2020: Prepaid Compensation Asset Compensation Liability Balance, January 1, 2020 $ 74,597 $ 226,026 Granted 143,289 143,289 Settled - (102,946 ) Forfeited (1,367 ) (4,485 ) Amortization (91,314 ) - Change in fair value related to: Increase in fair value of underlying investments - 15,427 Adjustment for estimated forfeitures - 7,126 Other 100 1,147 Balance, September 30, 2020 $ 125,305 $ 285,584 The amortization of the prepaid compensation asset will generally be recognized over a weighted average period of approximately 1.0 years subsequent to September 30, 2020. 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 nine month periods ended September 30, 2020 and 2019: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Amortization, net of forfeitures $ 25,897 $ 23,325 $ 95,322 $ 85,469 Change in the fair value of underlying investments 11,261 1,764 15,427 22,118 Total $ 37,158 $ 25,089 $ 110,749 $ 107,587 |