AMENDED AND RESTATED INVESTMENT AND STRATEGIC COOPERATION AGREEMENT by and between JANUS CAPITAL GROUP INC., HENDERSON GROUP PLC and DAI-ICHI LIFE HOLDINGS, INC. Dated as of October 3, 2016Investment and Strategic Cooperation Agreement • March 20th, 2017 • Henderson Group PLC • Investment advice • New York
This Amended and Restated Investment and Strategic Cooperation Agreement, dated as of October 3, 2016 (this “Agreement”), by and between Janus Capital Group Inc., a Delaware corporation (“JCG”), Henderson Group plc, a public company incorporated in Jersey with registered number 101484 and having its registered office at 47 Esplanade, St Helier, Jersey JE1 0BD (“Henderson”), and Dai-ichi Life Holdings, Inc., a Japanese corporation (the “Investor”). JCG, Henderson and the Investor may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP FUND AWARD AGREEMENTDeferred Incentive Award Agreement • February 28th, 2023 • Janus Henderson Group PLC • Investment advice
The Company grants to <GRANTEE> (the “Grantee”) effective as of <DATE>, (the “Grant Date”), a deferred incentive award in the form of a cash value that is notionally invested in an underlying fund or funds and granted pursuant to Article 9 of the Company Plan (the “DIP Fund Award”) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company’s 2022 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the Executive Income Deferral Program (if applicable to the Grantee), the attached Appendices (if any), and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP Fund Award, including those regarding the deferral of the DIP Fund Award, the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP Fun
Dear Roger CHANGE OF EMPLOYER As discussed, when you were recruited, Henderson Group Plc was mistakenly detailed as your employer (the “Company”) on your Service Agreement dated 11 April 2013 (“Service Agreement”). As you are aware the employing...Service Agreement • March 20th, 2017 • Henderson Group PLC • Investment advice
This letter therefore varies your Service Agreement so that the “Company” for the purposes of your Service Agreement correctly refers to Henderson Administration Limited, a company whose registered address is at 201 Bishopsgate, London, EC2M 2AE. This change took effect from 31 March 2015.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 20th, 2017 • Henderson Group PLC • Investment advice • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of October 3, 2016 (this “Agreement”), is by and among Henderson Group plc, a company incorporated in Jersey (“Henderson”); Dai-ichi Life Holdings, Inc., a Japanese corporation (the “Janus Stockholder”); and Janus Capital Group Inc., a Delaware corporation ( “Janus”).
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP SHARE UNIT (RSU) AWARD AGREEMENTDeferred Incentive Award Agreement • February 28th, 2023 • Janus Henderson Group PLC • Investment advice
The Company grants to <GRANTEE> (the “Grantee”), effective as of <DATE>, (the “Grant Date”), a deferred incentive award in the form of Share Units (the “DIP Share Unit Award”) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company’s 2022 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the Executive Income Deferral Program (if applicable to the Grantee), the attached Appendices (if any), and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP Share Unit Award and the underlying Shares, including those regarding the deferral of the DIP Share Unit Award, the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP Share Unit Award, including all of the applicable terms and conditions,
Option AgreementOption Agreement • March 20th, 2017 • Henderson Group PLC • Investment advice • New York
OPTION AGREEMENT, dated as of October 3, 2016 (this “Agreement”), by and between Henderson Group plc, a public company incorporated in Jersey with registered number 101484 and having its registered office at 47 Esplanade, St Helier, Jersey JE1 0BD (the “Company”), and Dai-ichi Life Holdings, Inc., a Japanese corporation (the “Investor”). The Company and the Investor may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
Janus Henderson Group plc 30,668,922 Shares of Common Stock, $1.50 par value Underwriting AgreementUnderwriting Agreement • February 9th, 2021 • Janus Henderson Group PLC • Investment advice
Dai-ichi Life Holdings, Inc., a joint stock corporation formed under the laws of Japan (the “Selling Stockholder”) and a stockholder of Janus Henderson Group plc, a public limited company incorporated under the laws of Jersey, Channel Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (“you” or the “Representative”), an aggregate of 30,668,922 shares (the “Securities”) of Common Stock (“Stock”) of the Company. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives and Underwriters as used herein shall mean you, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
HENDERSON GROUP PLC HORIZON ORBIT CORP. JANUS CAPITAL GROUP INC. AGREEMENT AND PLAN OF MERGER Dated as of October 3, 2016Agreement and Plan of Merger • May 30th, 2017 • Janus Henderson Group PLC • Investment advice • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 3, 2016 (this Agreement), is by and among HENDERSON GROUP PLC, a company incorporated in Jersey (Henderson); HORIZON ORBIT CORP., a Delaware corporation and direct wholly-owned subsidiary of Henderson (Merger Sub); and JANUS CAPITAL GROUP INC., a Delaware corporation (Janus).
INSTRUMENT OF INDEMNITY from Henderson Group plcInstrument of Indemnity • March 20th, 2017 • Henderson Group PLC • Investment advice • Jersey
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD UK RSU – DIP AWARD AGREEMENTDeferred Incentive Award Agreement • February 26th, 2020 • Janus Henderson Group PLC • Investment advice
The Company grants to <Participant Name> (the “Grantee”), effective as of <Date>, 2020 (the “Grant Date”), a deferred incentive award in the form of Share Units (the “DIP Award”) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company’s Third Amended and Restated 2010 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the attached Appendices A and B, and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP Award and the underlying Shares, including those regarding the deferral of the DIP Award, the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP Award, including all of the applicable terms and conditions, by <Date> or such later date determined by the Committee, or it will lapse
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP PERFORMANCE-BASED SHARE UNIT (PSU) AWARD AGREEMENTDeferred Incentive Award Agreement • February 27th, 2024 • Janus Henderson Group PLC • Investment advice
Janus Henderson Group plc (the “Company”) grants to <GRANTEE> (the “Grantee”), effective as of <DATE> (the “Grant Date”), a deferred incentive award in the form of performance-based Share Units (the “DIP PSU Award”) as described below, subject to the terms and conditions set forth in this DIP PSU Award agreement (this “DIP Award Agreement”), the Company’s 2022 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the attached Appendices (if any), and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP PSU Award and the underlying Shares. The Grantee must accept the DIP PSU Award, including all of the applicable terms and conditions, by <DATE> or such later date determined by the Committee, or it will lapse. Capitalized terms used but not defined in this DIP Award Agreement have the meaning spec
JANUS HENDERSON US (HOLDINGS) INC. as Issuer JANUS HENDERSON GROUP PLC as Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee $400,000,000 5.450% SENIOR NOTES DUE 2034 SENIOR INDENTURE Dated as of September 10, 2024Senior Indenture • September 10th, 2024 • Janus Henderson Group PLC • Investment advice • New York
INDENTURE, dated as of September 10, 2024, among Janus Henderson US (Holdings) Inc., a Delaware corporation (the “Issuer”), the Parent (as defined herein), as guarantor, and The Bank of New York Mellon Trust Company, N.A., a New York banking corporation, as trustee (the “Trustee”).
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD US – DIP PERFORMANCE-BASED SHARE UNIT (PSU) AWARD AGREEMENTDeferred Incentive Award Agreement • February 24th, 2021 • Janus Henderson Group PLC • Investment advice
The Company grants to [Grantee Name] (the “Grantee”), effective as of [Date] (the “Grant Date”), a deferred incentive award in the form of performance-based Share Units (the “DIP PSU Award”) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company’s Third Amended and Restated 2010 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the Executive Income Deferral Program (if applicable to the Grantee), the attached Appendices (if any), and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP PSU Award and the underlying Shares, including the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP PSU Award, including all of the applicable terms and conditions, by [Date] or such later date d
Registration Rights Agreement $400,000,000 5.450% Senior Notes Due 2034Registration Rights Agreement • September 10th, 2024 • Janus Henderson Group PLC • Investment advice • New York
This Registration Rights Agreement dated September 10, 2024 (this “Agreement”) is entered into by and among Janus Henderson US (Holdings) Inc., a Delaware corporation (the “Issuer”), Janus Henderson Group plc, a public limited company incorporated under the laws of Jersey, Channel Islands, and the direct parent of the Issuer (the “Guarantor”), and Citigroup Global Markets Inc., BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several purchasers named in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD UK – DIP FUND AWARD AGREEMENTDip Fund Award Agreement • February 26th, 2020 • Janus Henderson Group PLC • Investment advice
The Company grants to <Grantee> (the “Grantee”) effective as of <Date>, 2020 (the “Grant Date”), a deferred incentive award in the form of a cash value that is notionally invested in an underlying fund or funds and granted pursuant to Article 9 of the Company Plan (the “DIP Fund Award”) as described below, subject to the terms and conditions set forth in this DIP Fund Award Agreement, the Company’s Third Amended and Restated 2010 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the attached Appendices A and B, and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP Fund Award, including those regarding the deferral of the DIP Fund Award, the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP Fund Award, including all of the appl
Janus Henderson Investors US LLC SEVERANCE RIGHTS AGREEMENTSeverance Rights Agreement • May 4th, 2022 • Janus Henderson Group PLC • Investment advice • Colorado
THIS SEVERANCE RIGHTS AGREEMENT (this “Agreement”) is made this March 23, 2022 (“Effective Date”) by and between Janus Henderson Investors US LLC, a Delaware limited liability company (the “Company”), and Ali Dibadj (the “Executive”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • November 1st, 2023 • Janus Henderson Group PLC • Investment advice • Colorado
This Separation and Release Agreement (the “Agreement”) between Tiphani Krueger (“you” or “your”) and Janus Henderson Investors US LLC (“Employer” and together with you, “Parties”) sets forth in its entirety the terms and conditions of the Parties’ agreement related to the termination of your employment without cause with Employer.
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE PLAN AWARD AGREEMENTLti Award Agreement • February 28th, 2023 • Janus Henderson Group PLC • Investment advice
The Company grants to <GRANTEE> (“you” or “Grantee”), effective as of <DATE> (the “Grant Date”), a Matching Restricted Stock Unit Award (the “LTI Award”) as described below, subject to the terms and conditions set forth in this agreement (the “LTI Award Agreement”), the Company’s 2022 Deferred Incentive Plan, as may be amended from time to time (the “Company Plan”), the attached Appendix A, and any applicable laws (including US securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the LTI Award and the underlying Common Stock, including those regarding the minimum ownership requirements and the deferral of LTI Awards.
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • July 28th, 2022 • Janus Henderson Group PLC • Investment advice • Colorado
This Separation and Release Agreement (the “Agreement”) between Suzanne Cain (“you” or “your”) and Janus Henderson Investors US LLC (“Employer” and together with you, “Parties”) sets forth in its entirety the terms and conditions of the Parties’ agreement related to the termination of your employment with Employer.
TERMINATION AND AMENDMENT AGREEMENTTermination and Amendment Agreement • February 4th, 2021 • Janus Henderson Group PLC • Investment advice
This Termination and Amendment Agreement, dated as of February 4, 2021 (this “Agreement”), is entered into by and between Janus Henderson Group plc, a company incorporated and registered in Jersey, Channel Islands (“JHG”), and Dai-ichi Life Holdings, Inc., a Japanese corporation (“Dai-ichi”). JHG and Dai-ichi may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
EXHIBIT 99.1 AGREEMENT REGARDING JOINT FILING -------------------------------- The undersigned, Henderson Group plc, Henderson Global Investors (Holdings) plc and Henderson Global Investors Limited, hereby agree and acknowledge that the statement...Joint Filing Agreement • June 2nd, 2005 • Henderson Group PLC • Electronic computers
The undersigned, Henderson Group plc, Henderson Global Investors (Holdings) plc and Henderson Global Investors Limited, hereby agree and acknowledge that the statement containing the information required by Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of each of them. The undersigned further agree that any amendments or supplements thereto shall also be filed on behalf of each of them.
Dear GeorginaEmployment Agreement • May 4th, 2022 • Janus Henderson Group PLC • Investment advice
•the Company's satisfaction with the outcome of reference, criminal records and other pre-employment checks as required by the Company.
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD PSU – DIP AWARD AGREEMENTDeferred Incentive Award Agreement • February 26th, 2020 • Janus Henderson Group PLC • Investment advice • New South Wales
The Company grants to <Grantee> (the “Grantee”), effective as of February 28, 2020 (the “Grant Date”), a deferred incentive award in the form of performance-based Share Units (the “DIP Award”) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company’s Third Amended and Restated 2010 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), the Executive Income Deferral Program (if applicable to the Grantee), the attached Appendices A and B, and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP Award and the underlying Shares, including the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP Award, including all of the applicable terms and conditions, by <Date> or such later date determin
SETTLEMENT AGREEMENTSettlement Agreement • November 1st, 2018 • Janus Henderson Group PLC • Investment advice
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 27th, 2018 • Janus Henderson Group PLC • Investment advice • New York
SIXTH SUPPLEMENTAL INDENTURE, dated as of February 27, 2018 (the “Sixth Supplemental Indenture”), by and among Janus Capital Group Inc., a Delaware corporation (the “Company”), Janus Henderson Group plc (formerly Henderson Group plc), a company incorporated in Jersey (“Janus Henderson”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • May 30th, 2017 • Janus Henderson Group PLC • Investment advice • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of May 30, 2017 (the “Fourth Supplemental Indenture”), by and among Janus Capital Group Inc., a Delaware corporation (the “Company”), Henderson Group plc, a company incorporated in Jersey (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
JANUS HENDERSON GROUP PLC DEFERRED INCENTIVE AWARD MATCHING RSU – DIP AWARD AGREEMENTMatching Restricted Share Unit Award Agreement • February 26th, 2020 • Janus Henderson Group PLC • Investment advice
The Company grants to <Participant Name> (the “Grantee”), effective as of <Purchase Date> (the “Grant Date”), a Matching Restricted Share Unit Award (the “DIP Award”) as described below, subject to the terms and conditions set forth in this DIP Award Agreement, the Company’s Third Amended and Restated 2010 Deferred Incentive Plan, as may be amended or amended and restated from time to time (the “Company Plan”), and any applicable laws (including any applicable securities laws), government regulations, stock exchange listing requirements or Company policies in effect from time to time applicable to the DIP Award and the underlying Shares, including those regarding the deferral of the DIP Award, the Personal Code of Ethics, the Share Trading Policy and the Market Conduct Policy. The Grantee must accept the DIP Award, including all of the applicable terms and conditions, by <Date> or such later date determined by the Committee, or it will lapse. Capitalized terms used but not defined in t
