INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2009 • Artio Global Investors Inc. • Investment advice • Delaware
This Indemnification Agreement is made as of ___, 2009 (this “Agreement”) by and between Artio Global Investors Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
CREDIT AGREEMENT Dated as of September 4, 2009 among ARTIO GLOBAL HOLDINGS LLC, as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and THE OTHER LENDERS...Credit Agreement • September 9th, 2009 • Artio Global Investors Inc. • Investment advice • New York
This CREDIT AGREEMENT is entered into as of September 4, 2009 among ARTIO GLOBAL HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
Underwriting AgreementUnderwriting Agreement • June 9th, 2010 • Artio Global Investors Inc. • Investment advice • New York
Artio Global Investors Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,770,229 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 565,534 additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.001 (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
TAX RECEIVABLE AGREEMENT by and among ARTIO GLOBAL INVESTORS INC. ARTIO GLOBAL HOLDINGS LLC RICHARD C. PELL and RUDOLPH-RIAD YOUNES dated as of [ ], 2009Tax Receivable Agreement • August 27th, 2009 • Artio Global Investors Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2009, is hereby entered into by and among Artio Global Investors Inc., a Delaware corporation (the “Corporation”), Artio Global Holdings LLC, a Delaware limited liability company (“AGH”), Richard C. Pell and Rudolph-Riad Younes.
REGISTRATION RIGHTS AGREEMENT dated as of among JULIUS BAER AMERICAS, INC., and THE SHAREHOLDERS PARTY HERETORegistration Rights Agreement • April 14th, 2008 • Julius Baer Americas Inc. • Investment advice • New York
AGREEMENT dated as of [ ], 2008 (this “Agreement”), among Julius Baer Americas, Inc., a Delaware corporation (the “Company”) and the Shareholders party hereto as listed on the signature pages, including any Permitted Transferees (collectively, the “Shareholders”).
New York, 31 August 2009 Mr. Glen Wisher Westport, CT 06880Employment Agreement • August 27th, 2009 • Artio Global Investors Inc. • Investment advice • New York
We are pleased to confirm the offer of employment, subject to the condition in paragraph 1, for the position of Managing Director and President at Artio Global Investors Inc. (the “Company”), reporting to Richard Pell, the Company’s Managing Director and Chief Executive Officer. Your office will be located in New York City. This letter agreement (the “Agreement”) sets forth the terms and conditions of your employment. You will also be subject to the general employment policies of the Company as established from time to time, including those set forth in the Employee Handbook and Code of Ethics.
Artio Global Investors Inc. Class A Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • June 1st, 2010 • Artio Global Investors Inc. • Investment advice • New York
agrees with the corresponding amounts (after restatements where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the Company’s Annual Reports on Form 10-K for such fiscal years;
EMPLOYMENT AGREEMENTEmployment Agreement • August 27th, 2009 • Artio Global Investors Inc. • Investment advice • New York
EMPLOYMENT AGREEMENT (“Agreement”) dated as of [_______ __], 2009 between Artio Global Investors Inc. (the “Company”) and Richard C. Pell (“Executive”).
Mr. Francis HarteEmployment Agreement • December 14th, 2012 • Artio Global Investors Inc. • Investment advice
Your employment agreement dated November 23, 2011 with the Company (the “Agreement”) shall be amended as follows, effective as of the date on which you countersign this letter:
Mr. Anthony WilliamsEmployment Agreement • December 14th, 2012 • Artio Global Investors Inc. • Investment advice
Your employment agreement dated November 23, 2011 with the Company (the “Agreement”) shall be amended as follows, effective as of the date on which you countersign this letter:
AMENDMENT NO. 1 TO EXCHANGE AGREEMENTExchange Agreement • May 21st, 2010 • Artio Global Investors Inc. • Investment advice • New York
AMENDMENT NO. 1 dated as of May 20, 2010 (this “Amendment”) to the EXCHANGE AGREEMENT dated as of September 29, 2009 (the “Exchange Agreement”), by and among Artio Global Investors Inc., a Delaware corporation (the “Corporation”), Richard C. Pell (“Pell”), Rudolph-Riad Younes (“Younes”), the Richard Pell Family Trust (the “Pell Trust”), and the Rudolph-Riad Younes Family Trust (the “Younes Trust”).
INDEMNIFICATION AND CO-OPERATION AGREEMENTIndemnification & Liability • September 9th, 2009 • Artio Global Investors Inc. • Investment advice • New York
This INDEMNIFICATION AND CO-OPERATION AGREEMENT (“Agreement”), dated as of September 2009 (“the Effective Date”) is made by and among Julius Baer Holding Ltd. incorporated under the laws of Switzerland (“JBH”) with principal offices at 36 Bahnhofstrasse, Zurich, Switzerland and Artio Global Management LLC, a Delaware corporation (“Artio Global”) having its principal offices at 330 Madison Avenue, New York, N.Y. 10017, (each “a Party and together “the Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 9th, 2009 • Artio Global Investors Inc. • Investment advice • New York
This TRANSITION SERVICES AGREEMENT (“Agreement”), dated as of September , 2009, is made by and among Julius Baer Group Ltd. incorporated under the laws of Switzerland (“JBG”) with principal offices at 36 Bahnhofstrasse, Zurich, Switzerland and Bank Julius Baer & Co. Ltd. incorporated under the laws of Switzerland (“BJB”) with principal offices at 36 Bahnhofstrasse, Zurich, Switzerland and Artio Global Management LLC, a Delaware corporation (“Artio Global”) having its principal offices at 330 Madison Avenue, New York, N.Y. 10017, (each “a Party” and together “the Parties”).
Underwriting AgreementUnderwriting Agreement • August 27th, 2009 • Artio Global Investors Inc. • Investment advice • New York
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT FOR ARTIO GLOBAL HOLDINGS LLCLimited Liability Company Agreement • September 9th, 2009 • Artio Global Investors Inc. • Investment advice • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT for Artio Global Holdings LLC (the “Company”) is made and entered into as of [ ], 2009 by Artio Global Investors Inc. (“Pubco”), Richard C. Pell (“Pell”) and Rudolph-Riad Younes (“Younes” and, together with Pell, the “Principals”), the Richard Pell Family Trust (the “Pell Trust”) and the Rudolph-Riad Younes Family Trust (the “Younes Trust”; and, together with the Pell Trust, the “Trusts”).
UNIT SALE AND STOCK REPURCHASE AGREEMENTUnit Sale and Stock Repurchase Agreement • June 3rd, 2010 • Artio Global Investors Inc. • Investment advice • New York
This UNIT SALE AND STOCK REPURCHASE AGREEMENT (as the same may be amended from time to time in accordance with the terms thereof, this “Agreement”) dated as of the 2nd day of June, 2010, among Artio Global Investors Inc., a Delaware corporation (the “Company”), Richard C. Pell (“Pell”), Rudolph-Riad Younes (“Younes”), the Richard Pell Family Trust (the “Pell Trust”) and the Rudolph-Riad Younes Family Trust (the “Younes Trust” and, together with Pell, Younes and the Pell Trust, the “Unitholders”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • April 14th, 2008 • Julius Baer Americas Inc. • Investment advice • New York
This STOCK REPURCHASE AGREEMENT dated as of [________], 2008 (this “Agreement”), between Artio Global Investors Inc., a Delaware corporation (the “Company”) and Julius Baer Holding Ltd., a company organized under the laws of Switzerland (the “Stockholder”).
THE ARTIO GLOBAL INVESTORS INC. 2009 STOCK INCENTIVE PLAN INDEPENDENT DIRECTOR STOCK AWARD AGREEMENTIndependent Director Stock Award Agreement • September 9th, 2009 • Artio Global Investors Inc. • Investment advice • New York
THIS INDEPENDENT DIRECTOR STOCK AWARD AGREEMENT (the “Agreement”), as of the “Grant Date” shown below, is made by and between Artio Global Investors Inc., a Delaware corporation (the “Company”), and you, an Eligible Director of the Company (“you” or the “Grantee”).
THE ARTIO GLOBAL INVESTORS INC. 2009 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 9th, 2009 • Artio Global Investors Inc. • Investment advice • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), as of the “Grant Date” shown below, is made by and between Artio Global Investors Inc., a Delaware corporation (the “Company”), and you, an employee of the Company or an Affiliate (“you” or the “Grantee”).
AGREEMENT AND PLAN OF MERGER among ABERDEEN ASSET MANAGEMENT PLC, GUARDIAN ACQUISITION CORPORATION and ARTIO GLOBAL INVESTORS INC. Dated as of February 13, 2013Merger Agreement • February 15th, 2013 • Artio Global Investors Inc. • Investment advice • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of February 13, 2013 (as the same may be amended from time to time in accordance with its terms, this “Agreement”), among Aberdeen Asset Management PLC, a public limited company organized and existing under the laws of the United Kingdom (“Parent”), Guardian Acquisition Corporation, a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Artio Global Investors Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 10.13 hereof.
PELL SHAREHOLDERS AGREEMENTShareholder Agreements • August 7th, 2008 • Artio Global Investors Inc. • Investment advice • New York
This SHAREHOLDERS AGREEMENT dated as of , 2008 (this “Agreement”), between Artio Global Investors Inc., a Delaware corporation (the “Company”), and Richard Pell (“Pell”).
VOTING AGREEMENTVoting Agreement • February 15th, 2013 • Artio Global Investors Inc. • Investment advice • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of February 13, 2013, is entered into by and between Aberdeen Asset Management PLC, a public limited company organized and existing under the laws of the United Kingdom (“Parent”), and GAM Holding AG (the “Stockholder”).
YOUNES SHAREHOLDERS AGREEMENTShareholder Agreement • August 7th, 2008 • Artio Global Investors Inc. • Investment advice • New York
This SHAREHOLDERS AGREEMENT dated as of , 2008 (this “Agreement”), between Artio Global Investors Inc., a Delaware corporation (the “Company”), and Rudolph-Riad Younes (“Younes”).
SHAREHOLDERS AGREEMENTShareholder Agreement • April 14th, 2008 • Julius Baer Americas Inc. • Investment advice • New York
This SHAREHOLDERS AGREEMENT dated as of ______________, 2008 (this “Agreement”), among Artio Global Investors Inc., a Delaware corporation (the “Company”), and Julius Baer Holding Ltd., a company organized under the laws of Switzerland (“JBH”) and each other holder from time to time of Class C Stock (as defined below) that hereafter becomes a party hereto (JBH and each such other holder being herein called a “Shareholder”).
AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT by and among ABERDEEN ASSET MANAGEMENT INC. ABERDEEN ASSET MANAGEMENT PLC ARTIO GLOBAL INVESTORS INC. ARTIO GLOBAL HOLDINGS LLC RICHARD C. PELL and RUDOLPH-RIAD YOUNES dated as of February 13, 2013Tax Receivable Agreement • February 15th, 2013 • Artio Global Investors Inc. • Investment advice • New York
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 13, 2013, is hereby entered into by and among Aberdeen Asset Management Inc., a Delaware corporation (the “Corporation”), Aberdeen Asset Management PLC, a public limited company organized and existing under the laws of the United Kingdom, solely for purposes of the guarantee provision above its signature line and Section 7.15, (“Guarantor”), Artio Global Investors Inc., a Delaware corporation (“AGI”), Artio Global Holdings LLC, a Delaware limited liability company (“AGH”), Richard C. Pell and Rudolph-Riad Younes.
EXCHANGE AGREEMENT BY AND AMONG ARTIO GLOBAL INVESTORS INC. RICHARD C. PELL and RUDOLPH-RIAD YOUNES Dated as of [___], 2009Exchange Agreement • September 9th, 2009 • Artio Global Investors Inc. • Investment advice • New York
EXCHANGE AGREEMENT, dated as of [ ], 2009, by and among Artio Global Investors Inc., a Delaware corporation (the “Corporation”), Richard C. Pell (“Pell”) and Rudolph-Riad Younes (“Younes”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • August 27th, 2009 • Artio Global Investors Inc. • Investment advice • New York
This STOCK REPURCHASE AGREEMENT (this “Agreement”) dated as of the [__] day of [________], 2009, between Artio Global Investors Inc., a Delaware corporation (the “Company”), and Julius Baer Holding Ltd., a company organized under the laws of Switzerland (the “Stockholder”).
SHAREHOLDERS AGREEMENTShareholders Agreement • September 9th, 2009 • Artio Global Investors Inc. • Investment advice • New York
This SHAREHOLDERS AGREEMENT dated as of [ ], 2009 (this “Agreement”), among Artio Global Investors Inc., a Delaware corporation (the “Company”), and Julius Baer Holding Ltd., a company organized under the laws of Switzerland (“JBH”), and each other holder from time to time of Class C Stock (as defined below) that hereafter becomes a party hereto (JBH and each such other holder being herein called a “Shareholder”).
