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Exhibit 10.1
AMENDMENT NO. 1
TO THE
1999 NEUBERGER BERMAN INC.
DIRECTORS STOCK INCENTIVE PLAN
This Amendment No. 1 (the "Amendment") to the 1999 Neuberger Berman
Inc. Directors Stock Incentive Plan (the "Plan") is made effective as of this
18th day of July, 2000.
Pursuant to resolutions of the Board of Directors (the "Board") of
Neuberger Berman Inc. (the "Company") dated July 18, 2000, the Plan is hereby
amended as follows:
The definition of the term "Change in Control" in Section 2.1 of the
Plan is hereby amended to read as follows:
"CHANGE IN CONTROL" means the occurrence of any of the following
events:
(a) the members of the Board at the beginning of any
consecutive twenty-four calendar month period (the "INCUMBENT
DIRECTORS") cease for any reason other than due to death to
constitute at least a majority of the members of the Board,
provided that any director whose election, or nomination for
election by the Company's stockholders, was approved by a vote
of at least a majority of the members of the Board then still
in office who were members of the Board at the beginning of
such twenty-four calendar month period other than as a result
of a proxy contest, or any agreement arising out of an actual
or threatened proxy contest, shall be treated as an Incumbent
Director; or
(b) any "person," including a "group" (as such terms
are used in Sections 13(d) and 14(d)(2) of the Act), but
excluding the Company, any Subsidiary or any employee benefit
plan of the Company or any Subsidiary becomes the "beneficial
owner" (as defined in Rule 13(d)-3 under the Act), directly or
indirectly, of securities of the Company representing 50% or
more of the combined voting power of the Company's then
outstanding securities; or
(c) the stockholders of the Company shall approve a
definitive agreement (i) for the merger or other business
combination of the Company with or into another corporation, a
majority of the directors of which were not directors of the
Company immediately prior to the merger and in which the
stockholders of the Company immediately prior to the effective
date of such merger own a percentage of the voting power in
such corporation that is less than one-half of the percentage
of the voting power they owned in the Company immediately
prior to such transaction or (ii) for the sale or other
disposition of all or substantially all of the
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assets of the Company to any other entity; PROVIDED, in each
case, that such transaction shall have been consummated; or
(d) the purchase of Common Stock pursuant to any
tender or exchange offer made by any "person," including a
"group" (as such terms are used in Sections 13(d) and 14(d)(2)
of the Act), other than the Company, any Subsidiary, or an
employee benefit plan of the Company or any Subsidiary, for
50% or more of the Common Stock of the Company.
Notwithstanding the foregoing, a "Change in Control" shall not
be deemed to occur in the event the Company files for
bankruptcy, liquidation or reorganization under the United
States Bankruptcy Code."
Except as expressly provided herein, the terms and conditions of the
Plan shall remain unchanged.
NEUBERGER BERMAN INC.
By: /s/ Jeffrey B. Lane
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Name: Jeffrey B. Lane
Title: President and Chief
Executive Officer
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