EXHIBIT 10.11
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
“Agreement”) dated as of October 30, 2007 (the
“Effective Date”) is entered into by and among Pzena
Investment Management, Inc. (the “Company”), Pzena
Investment Management, LLC. (the “Operating Company”
and together with the Company, the “Employer”) and
William L. Lipsey (the “Executive”).
WHEREAS,
the Executive currently provides services to the Operating Company
and owns units therein (the “OC Units”);
WHEREAS,
Executive and the Operating Company have previously entered into an
employment agreement (the “Original Employment
Agreement”);
WHEREAS,
the Employer desires to continue to employ Executive in the
positions set forth below and to enter into this Agreement amending
and restating the terms of the Original Employment Agreement and
embodying the terms of such employment;
WHEREAS,
the Agreement is entered into in connection with: (1) the
initial public offering and sale of shares of Class A common
stock of the Company (the “Class A Shares”) and
simultaneous listing of the Class A Shares on the New York
Stock Exchange, (2) the Company’s acquisition of
interests in the Operating Company in exchange for certain OC Units
and its appointment as the managing member thereof (the
“Managing Member”), (3) the amendment and
restatement of the operating agreement of the Operating Company, to
be dated as of October 30, 2007 (the “Operating
Agreement”), pursuant to which the Executive’s OC Units
will become exchangeable for Class A Common Stock at the times
and in the amounts described therein and to sell such Class A
Shares at the times and in the amounts and the manner described
therein.
NOW,
THEREFORE, in consideration of the promises and mutual covenants
set forth herein and for other good and valuable consideration, the
parties agree as follows:
| 1. |
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Term of Employment . Subject to earlier termination as
provided herein, Executive shall be employed by the Employer for a
period commencing on the Effective Date and ending on the third
anniversary of the Effective Date (the “Term”) on the
terms and subject to the conditions set forth in this Agreement;
provided, however, that commencing with the third anniversary of
the Effective Date and on each anniversary thereof (each, an
“Extension Date”), the Term shall be automatically
extended for an additional one-year period, unless the Employer
provides the Executive 60 days’ prior written notice or
the Executive provides the Employer six (6) months’
prior written notice, in each case, before the next Extension Date
that the Term shall not be so extended. For purposes of this
Agreement, “Employment Term” shall mean the period of
time that Executive is employed under this Agreement. |
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(a) |
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During the Employment Term, the Executive shall serve as
(i) President, Marketing and Client Service of the Operating
Company and have the authority commensurate with such position and
such duties commensurate with such position, as shall be determined
from time to time by the Managing Member, and (ii) President,
Marketing and Client Service of the Company and have the authority
commensurate with such position and such duties commensurate with
such position, as shall be determined from time to time by the
Board of Directors of the Company (the “Board”). If
appointed thereto, the Executive further agrees to serve, without
additional compensation, as a director of the Company or a director
(or equivalent for non-corporate entities) or officer of the
Operating Company or any other consolidated subsidiary of the
Company. |
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(b) |
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During the Employment Term, the Executive will devote
Executive’s full business time and best efforts to the
performance of the duties of the positions in which he serves
pursuant to Section 2(a) hereof and will not engage in any other
business, profession or occupation for compensation or otherwise
which would conflict or materially interfere with the rendition of
such services either directly or indirectly, without the prior
written consent of the Board and the Managing Member; provided that
nothing herein shall preclude Executive from (i) continuing to
serve on any board of directors or trustees of any business
corporation or charitable organization on which the Executive
serves as of the Effective Date and which have been previously
disclosed to the Employer, (ii) serving on the boards of
directors (or bodies with similar management powers) of any
entities managed by the Operating Company and/or consolidated by
the Company; or (iii) subject to the prior written consent of
the Board and the Managing Member, from accepting appointment to
any board of directors or trustees of any business corporation or
charitable organization; provided in each case, and in the
aggregate, that such activities do not conflict or materially
interfere with the performance of the Executive’s duties
hereunder or conflict with Section 5 of this Agreement. |
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Guaranteed Payments and Employee Benefits . |
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(a) |
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During the Employment Term, the Operating Company shall make a
“guaranteed payment” to the Executive at the annual
rate of $300,000, payable in regular installments in accordance
with the Operating Company’s usual payment practices for
members. With respect to each fiscal year of the Operating Company
which ends during the Employment Term, the Operating Company shall
also make an additional “guaranteed payment” (the
“Performance Payment”) to the Executive in an amount to
be determined by the Compensation Committee of the Board of the
Managing Member in its sole discretion, which Performance Payment
shall not exceed $2,700,000 for any fiscal year of the Company
ending |
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during the Employment Term. The Performance Payment, if any,
shall be paid to the Executive in a lump sum when payments are made
to other members, but in no event later than the 15 th day of the
third month following the end of the fiscal year in respect of
which such guaranteed payment is earned, so long as Executive is
providing services to the Employer as of the last day of the fiscal
year in respect of which such guaranteed payment is earned. |
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(b) |
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During the Employment Term, the Executive shall be entitled to
participate in all employee benefit programs of the Employer on a
basis which is no less favorable than is provided to any other
executives of the Employer. |
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(a) |
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General . This Agreement and the Executive’s
employment hereunder may be terminated by either party at any time
and for any reason; provided that the Executive shall be required
to give the Employer at least six (6) months’ advance
written notice of any resignation of the Executive’s
employment hereunder. Following any such termination, the Executive
shall have no further rights to any payments or other benefits
provided pursuant to the provisions of this Agreement. |
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(b) |
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Expiration of Term . |
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(i) |
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In the event the Term is not extended pursuant to
Section 1 of this Agreement, unless this Agreement and the
Executive’s employment hereunder has been earlier terminated
pursuant to paragraph (a) of this Section 4, the
Executive’s employment hereunder shall be deemed terminated
(whether or not the Executive continues to provide services to the
Employer thereafter) as the close of business on the day
immediately preceding the next scheduled Extension Date. Following
any such expiration of the Term, the Executive shall have no
further rights to any payments or other benefits provided pursuant
to the provisions of this Agreement. |
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(ii) |
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Unless the parties otherwise agree in writing, continuation of
the Executive’s employment by the Employer beyond the
expiration of the Term shall be deemed employment
“at-will” and shall not be deemed to extend any of the
provisions of this Agreement, except for Sections 5 and 6 of
this Agreement, each of which shall survive the expiration of the
Term and any termination of this Agreement. |
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(c) |
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Notice of Termination . Any purported termination by the
Employer or by the Executive (other than due to the
Executive’s death) shall |
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