During the Term until the Specified Expiration Date, the Executive shall continue to (i) serve as either, in Lazard’s sole discretion, (A) the Chief Financial Officer of Lazard and Lazard Group, with such authority, duties and responsibilities as are consistent with the authority, duties and responsibilities exercised by the Executive on the date hereof or (B)  Associe-Gerant and Vice Chairman of European Investment Banking of, or in another senior leadership position with, the Firm in Paris, France (such position a “ Lazard Paris Position ”), with such authority, duties and responsibilities as are consistent with such positions (provided that, without his consent, the Executive’s principal place of employment may not be transferred to Paris, France prior to 90 days after such change in position), (ii) report directly to (A) the Firm’s Chief Executive Officer and the Audit Committee of the Board of Directors of Lazard, if the Executive is then serving as Chief Financial Officer of Lazard and Lazard Group, or (B) the Firm’s Chief Executive Officer or, after consultation with the Executive, Chief Operating Officer, if the Executive is then serving in a Lazard Paris Position, and (iii) other than in respect of charitable, educational and similar activities that do not materially affect the Executive’s duties to the Firm (or in respect of directorships, trusteeships, or similar posts, in each case, that are approved by the Firm’s Chief Executive Officer), devote his entire working time, labor, skill and energies to the business and affairs of the Firm. Lazard agrees that at any time prior to the Specified Expiration Date, the Executive shall be entitled to resign from his position as Chief Financial Officer of Lazard and Lazard Group and commence employment in a Lazard Paris Position, in which case this Agreement shall remain in effect until the Specified Expiration Date and such change in position shall not constitute a termination of employment or resignation for purposes of this Agreement. In the event that the Executive commences a Lazard Paris Position, until the Specified Expiration Date, the Executive shall receive total compensation commensurate with his contributions to the Firm, his seniority and the level of his position, taking into account what others in similar positions have been or are being paid. Notwithstanding anything contained herein to the contrary, upon a Change in Control, if the Executive is not then serving in a Lazard Paris Position, Lazard shall cease to have the right to require the Executive to serve in such position and relocate to Paris, France. During the Term, the Executive shall comply with the Firm’s professional code of conduct as in effect from time to time and shall execute on an annual basis and at such additional times as the Firm may reasonably request such code as set forth in the Firm’s “Professional Conduct Manual” or other applicable manual or handbook of the Firm as in effect from time to time and applicable to managing directors in the same geographic location as the Executive.