Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 29, 2013, the Compensation Committee of the Board of Directors of Evercore Partners Inc. (the "Company") agreed to grant to Ralph L. Schlosstein, the Company's President and Chief Executive Officer, in accordance with and pursuant to the terms of the Company's 2006 Stock Incentive Plan (the "Plan"), 50,000 restricted stock units (the "RSUs"), subject to performance and time based vesting conditions as described below. Such grant was made pursuant to a separate restricted stock unit award agreement (the "Restricted Stock Unit Award Agreement").

Under the Restricted Stock Unit Award Agreement, the RSUs vest as follows:
(1) On the 4th anniversary of the grant date, provided that Mr. Schlosstein remains in continuous employment through such date and the Company's stock price has by then closed at or above $45 for 20 consecutive trading days; or (2) If prior to the 4th anniversary of the grant date, Mr. Schlosstein's employment terminates due to (a) termination by the Company without Cause (as defined in the Restricted Stock Unit Award Agreement), (b) his death or (c) his Disability (as defined in the Plan), provided that in each case, the Company's stock price has closed at or above $45 for 20 consecutive trading days prior to the termination of his employment.

Shares will be deliverable upon vesting and will be eligible for net settlement for withholding tax purposes.

RSUs not previously settled in shares of Class A Common Stock are subject to forfeiture in the event of a breach of certain restrictive covenants.

A copy of the Restricted Stock Unit Award Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Restricted Stock Unit Award Agreement is qualified in its entirety by reference to the complete copy of the Restricted Stock Unit Award Agreement filed herewith.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

EXHIBIT NO. DESCRIPTION

Exhibit 10.1 Restricted Stock Unit Award Agreement, effective as of January 29, 2013, between Evercore Partners Inc. and Ralph L. Schlosstein

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