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AMENDED SEVERANCE LETTER AGREEMENT

Termination Severance Agreement

AMENDED SEVERANCE LETTER AGREEMENT | Document Parties: JANUS CAPITAL GROUP INC | Janus Management Holdings Corporation You are currently viewing:
This Termination Severance Agreement involves

JANUS CAPITAL GROUP INC | Janus Management Holdings Corporation

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Title: AMENDED SEVERANCE LETTER AGREEMENT
Governing Law: Colorado     Date: 2/26/2009
Industry: Investment Services     Sector: Financial

AMENDED SEVERANCE LETTER AGREEMENT, Parties: janus capital group inc , janus management holdings corporation
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Exhibit 10.26.3

FINAL EXECUTION COPY


AMENDED SEVERANCE LETTER AGREEMENT

October 1, 2008

James P. Goff
151 Detroit Street
Denver, Colorado 80206

Dear Jim:

        On December 29, 2004, Janus Management Holdings Corporation (the "Company"), a wholly owned subsidiary of Janus Capital Group Inc. ("Janus"") entered into a letter agreement with you describing severance benefits you will receive in the event your employment with the Company is terminated under certain circumstances described below (the "Letter Agreement"). To comply with the requirements of Section 409A of the Internal Revenue Code and the regulations thereunder ("Section 409A"), Janus is hereby amending and restating that Letter Agreement as set forth in this revised agreement. For purposes of this agreement, "Company" shall include all parent companies, subsidiaries and affiliates of Janus Management Holdings Corporation.

        By entering into this agreement with the Company, you also agree to abide by the confidentiality and non-solicitation provisions attached as Exhibit A .

        The initial term of this agreement commenced on January 1, 2005 and will expire on December 31, 2009 (the "Term"). Commencing on January 1, 2010 and each January 1 thereafter, the Term automatically extends for one additional year unless, not later than September 30 of the preceding year, you or the Company give notice not to extend the Term. The termination of this agreement without further action taken by you or the Company will not constitute a termination of employment. This agreement will supersede any and all prior agreements with the Company or its affiliates, including without limitation, any employment agreement or other arrangement that you may have with Janus or an affiliate relating to rights and obligations upon a termination of your employment, which shall hereafter be of no further force or effect.

Company Obligations Upon Termination of Employment

        Upon any termination of your employment, the Company will pay to you, in a lump sum in cash within 30 days after the date of termination, the sum of (i) your fixed compensation through the date of termination, (ii) any fully earned but unpaid variable compensation through the date of termination, and (iii) any accrued but unpaid vacation (together, the "Accrued Obligations").

Termination by Company Other than for Cause

        If, during the Term, the Company terminates your employment other than for Cause (as defined below), then, conditioned upon your execution of a legal release of your claims against the Company within 45 days after the date of termination (and subsequent failure to revoke such release), containing covenants by you of an eighteen (18) month non-solicitation of employees, customers/clients and business, and the complete and continuing confidentiality of the Company's and its affiliates' proprietary information and trade secrets, in a form reasonably satisfactory to the Company with language substantially similar to that set forth in Exhibit A (the "Non-Solicitation Release"), the Company will pay to you, in a lump sum on the sixtieth (60th) day after the date of your termination, subject to the potential six-month payment delay set forth in the section below entitled "Section 409A", severance compensation in an amount equal to your total cash compensation earned in the four (4) full calendar quarters immediately prior to the date of termination. Also, for the twelve (12) month period


 

immediately following the date of termination and conditioned upon the execution of the Non-Solicitation Release, the Company will arrange to provide you and your dependents with medical, dental and vision benefits substantially similar to those provided to you and your dependents immediately prior to the date of termination. Benefits otherwise receivable by you will be reduced to the extent benefits of the same type are received by or made available to you during the twelve (12) month period following your termination of employment (and any such benefits received by or made available to you must be reported by you to the Company). This coverage will run concurrently with and will be offset against any continuation coverage under Part 6 of Title I of Employee Retirement Income Security Act of 1974, as amended. The Company will also make available to you three months of outplacement service at no cost to you through a provider of such services selected by the Company.

Termination by Death or Disability

        If your employment is terminated by reason of your death or disability during the Term, the Company will pay to you, your estate or beneficiaries (as applicable) within 30 days from the date of your termination, subject to the potential six-month payment delay set forth in the section below entitled "Section 409A", the Accrued Obligations and, an amount equal to your total cash compensation earned in the four (4) full calendar quarters immediately prior to the date of death or disability, as the case may be. For purposes of this agreement, disability shall have the meaning set forth in Section 409A of the Internal Revenue Code, and you must comply with, the then-current long-term disability policy; provided however, for purposes of this agreement, disability shall specifically exclude any disability or mental illness arising from substance abuse, as defined in the disability policy. Further, such disability must be certified by two (2) independent physicians that are properly recognized under such long-term disability policy.

Termination for Cause or Voluntary Termination (Not for Good Reason)

        If during the Term the Company terminates your employment for Cause or you terminate your employment voluntarily without signing the Non-Compete Release (as defined below), the Company will pay to you the Accrued Obligations.

Termination for Good Reason

        For purposes of this Agreement, "Good Reason" shall mean the occurrence (without your express written consent) of any of the following events, unless the Company remedies such event within sixty (60) days after you provide a detailed notice to the Company of the acts or omissions resulting in your belief that "Good Reason" exists: (i) the reassignment of you to a role that is inconsistent with your responsibilities as a portfolio manager that materially and adversely alters your status as a portfolio manager (but excluding any assignment to a mutual fund or portfolio with a smaller amount of assets under management that may result in reduced compensation, so long as you remain a portfolio manager); (ii) the relocation of your principal place of employment to a location more than 40 miles from your current principal place of employment; (iii) prior to January 1, 2006, a substantial adverse change to the methodology used to calculate your compensation, this agreement or to that certain Change In Control Agreement dated as of January 1, 2005, between you and the Company ("CIC Agreement"); (iv) on or after January 1, 2006, but prior to a "change in control" (as defined in the CIC Agreement), the non-renewal by the Company of, or a substantial adverse change to, the methodology used to calculate your compensation, this agreement or to the CIC Agreement; or (v) the occurrence of a material default by the Company with respect to the methodology used to calculate your compensation, this agreement or the CIC Agreement.

        If during the Term you terminate your employment for "Good Reason" under subparagraphs (ii) or (iv) above, then, in addition to receiving the Accrued Obligations, the Company will cause the

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acceleration of vesting for all unvested restricted stock awards granted to you between March 15, 2003 and December 30, 2004 (subject to Janus Capital Group Inc. Compensation Committee approval) and all unvested "equity long-term incentive awards" granted to you on or after December 30, 2004, whereby "equity long-term incentive awards" will include without limitation unvested shares of Janus restricted stock, unvested options to purchase Janus stock, and awards consisting of unvested mutual fund share investments. If during the Term you terminate your employment for "Good Reason" under subparagraphs (i), (iii) or (v) above, then, in addition to receiving the Accrued Obligations, the Company will pay to you, in a lump sum within 30 days after the date of your termination, subject to the potential six-month payment delay set forth in the section below entitled "Section 409A", severance compensation in an amount equal to your total cash compensation earned in the four (4) full calendar quarters immediately prior to the date of termination.

Voluntary Termination (Not for Good Reason) with Non-Compete Obligation

        If during the Term you terminate your employment voluntarily while in good standing with the Company and you sign a legal release of your claims against the Company, containing covenants by you of a two-year, commercially reasonable non-compete and non-solicitation of employees, customers/clients and business (with non-solicitation language substantially similar to that set forth in Exhibit A ), and of a complete and continuing confidentiality of the Company's and its affiliates' proprietary information and trade secrets, in a form reasonably satisfactory to the Company (the "Non-Compete Release"), and provided that the Non-Compete Release is executed within 45 days following the date of termination (and is not revoked subsequently), then in addition to receiving the Accrued Obligations: (i) all unvested restricted stock awards granted to you between March 15, 2003 and December 30, 2004 (subject to Janus Capital Group Inc. Compensation Committee approval) and all unvested "equity long-term incentive awards" granted to you on or after December 30, 2004 ("equity long-term incentive awards" shall include without limitation unvested shares of Janus restricted stock and unvested options to purchase Janus stock), will continue to vest and/or be paid, as applicable, in accordance with the original vesting schedule provided for in the applicable award agreement, and any stock options will, from and after such vesting, remain exercisable for the remainder of their respective terms, subject to compliance with the terms of the Non-Compete Release and as limited by the terms of the agreement(s), certificate(s) and/or equity incentive plans underlying each such grant; provided however, any vesting events scheduled to occur for the applicable grant during the two-year, non-compete period will not be delivered to you until the expiration of such two year period and y


 
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