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EXHIBIT 10.14
FORM OF
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereafter the "Employment Agreement") made as
of October 9, 1997 (the "Effective Date"), by and among Tweedy, Xxxxxx Company
LLC, a Delaware limited liability company (the "Employer"), and _________, a
resident of _________ (the "Employee").
W I T N E S S E T H
WHEREAS, pursuant to a Purchase Agreement, dated as of August 15, 1997 by
and among Affiliated Managers Group, Inc., a Delaware corporation ("AMG"),
Tweedy, Xxxxxx Company L.P., a Delaware limited partnership (the "Predecessor")
and the Employee and certain other parties as set forth therein (together with
the Employee, the "Partners"), as amended and assigned from AMG to AMG/TBC
Holdings, Inc., a Delaware corporation ("Holdings"), pursuant to the Amendment,
Waiver and Assignment of Purchase Agreement, dated as of the date hereof, by and
among AMG, the Predecessor, the Partners and Holdings (as amended and assigned,
the "Purchase Agreement"), on the Effective Date, the Predecessor converted into
the Employer and Holdings acquired certain interests in the Employer;
WHEREAS, the Employer will, on and after the Effective Date, continue the
investment advisory businesses of the Predecessor (including acting as an
investment manager and investment adviser and sub-advisor to the clients which
were clients of the Predecessor);
WHEREAS, the Employee was a partner of the Predecessor and will receive
substantial economic and other benefits if the Predecessor converts into the
Employer and Holdings acquires interests in the Employer. (Reference is hereby
made to that certain Limited Liability Company Agreement dated as of the
Effective Date, as the same may be amended and/or restated from time to time
(the "LLC Agreement") and capitalized terms used herein and not otherwise
defined shall have the meaning set forth in the LLC Agreement when used in this
Employment Agreement);
WHEREAS, it is a condition precedent to the obligation of AMG and Holdings
to consummate the transactions contemplated by the Purchase Agreement that the
Employee enter into and on the Effective Date be bound by an employment
agreement with the Employer in the form hereof, superseding and replacing any
previous employment agreement or arrangement that the Employee may have had with
the Employer or the Predecessor, and it is further a condition precedent to the
obligation of AMG and Holdings to consummate the transactions contemplated by
the Purchase Agreement that each of AMG and Holdings be an intended third-party
beneficiary of this Employment Agreement and be entitled to enforce all the
provisions hereof as against each of the Employer and the Employee;
WHEREAS, AMG, Holdings and the Employer recognize the importance of the
Employee to the Employer and to the Employer's ability to retain its client
relationships, and desire that the
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Employer employ the Employee for the period of employment and upon and subject
to the terms herein provided;
WHEREAS, AMG, Holdings and the Employer wish to be assured that the
Employee will not compete with the Employer and its Controlled Affiliates during
the period of employment, and will not for a period thereafter compete with the
Employer or its Controlled Affiliates, or solicit any Past Client (as
hereinafter defined), Present Client, or Potential Clients (as hereinafter
defined) of the Predecessor or the Employer and will not, by such competition or
solicitation, damage the Employer's goodwill among its clients and the general
public;
WHEREAS, the Employee desires to be employed by the Employer and to
refrain from competing with the Employer or soliciting its clients and the
clients of the Predecessor for the periods and upon and subject to the terms
herein provided; and
WHEREAS, the Employee has been a partner of, or employed by, the
Predecessor for approximately 20 years, has while so employed contributed to the
acquisition and retention of the Company's clients, and will continue to seek to
acquire and retain clients and to generate goodwill in the future as an officer,
employee and agent of the Employer.
AGREEMENTS
In consideration of the premises, the mutual covenants and the agreements
hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto covenant and
agree as follows:
SECTION 1. TERM OF EMPLOYMENT. The Employer agrees to employ the Employee
for a period of ten (10) years beginning on the Effective Date (the "Term") as
an officer of the Employer except as provided herein; and the Employee hereby
accepts such employment.
SECTION 2. COMPENSATION AND BENEFITS. As consideration for the Employee's
performance hereunder, the Employer will pay the Employee for his services
during the Term hereof such amounts (which may be zero (0)) as shall be
determined by the Management Board consistent with the provision of Article III
of the LLC Agreement (including, by way of example and not of limitation, the
provisions of Section 3.5(a) of the LLC Agreement with regard to the use of
Operating Cash Flow), subject to such payroll and withholding deductions as are
required by law. Pursuant to the powers vested under Article III, the Employee's
compensation (including salary and bonus) will be periodically reviewed and
adjusted (with respect to both increases and/or decreases). The Employee shall
participate, to the extent he is eligible and in a manner and to an extent that
is fair and appropriate in light of his position and duties with the Employer at
such time, in all bonus, pension, profit-sharing, group insurance, or other
fringe benefit plans which the Employer may hereafter in its sole and absolute
discretion make available generally to its officers consistent with the
provisions of Article III of the LLC Agreement, but the Employer will not be
required to establish any such program or plan. The Employee shall be entitled
to such
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vacations and to such reimbursement of expenses as the Employer's policies
allow, from time to time, to officers having comparable responsibilities and
duties.
SECTION 3. OFFICE AND DUTIES. During the Term of this Employment
Agreement, the Employee shall hold such positions and perform such duties
relating to the Employer's businesses and operations as may from time to time be
assigned to him in accordance with the provisions of Article III of the LLC
Agreement. During the Term of this Employment Agreement and while employed by
the Employer, the Employee shall devote substantially all of his working time
(which need not, to the extent permitted by the Management Board, be any
particular minimum number of hours or be spent at any particular location or
locations) to his duties hereunder and shall, to the best of his ability,
perform such duties in a manner which will further the business and interests of
the Employer.
SECTION 4. TERMINATION OF EMPLOYMENT. Notwithstanding any other provision
of this Employment Agreement, Employee's employment with the Employer shall be
terminated during the Term only in the following circumstances:
(a) At any time by the Manager Member, or by the Employer by action
of its Management Board with the prior written consent of the Manager Member,
For Cause, it being understood that clause (b) of the definition thereof
requires a joint determination by the Manager Member and the Management Board;
(b) At any time by the Manager Member, or by the Employer by action
of its Management Board with the prior written consent of the Manager Member,
upon the Permanent Incapacity of the Employee; or
(c) Upon the death of the Employee.
Notwithstanding the foregoing, neither the Employer nor the Manager Member
shall assert that a resignation by the Employee has occurred following: (a) a
change in control of AMG as evidenced by an unaffiliated third party purchasing
in excess of forty percent (40%) of the outstanding capital stock of AMG (on a
fully converted basis) and thereafter the Manager Member has willfully and
repeatedly violated the provisions of Section 3 of the LLC Agreement after sixty
(60) days notice and opportunity to cure, which violations significantly disrupt
the Employee's working environment; (b) the consent of the Manager Member to any
action with respect to such Employee covered by Section 3.1(g)(v) of the LLC
Agreement; or (c) a significant deterioration after the date of this Agreement
in the health of the Employee, which deterioration has been described to the
reasonable satisfaction of the Employer and the Manager Member in a letter from
a licensed physician familiar with the Employee's health. The foregoing sentence
is not intended to create any implication that a resignation of the Employee
during the term in any other circumstances is or is not compensable.
Notwithstanding any provision hereof or of the LLC Agreement (of which
this Agreement forms a part) to the contrary, upon any exercise by the Manager
Member of any of any of its
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rights under Section 3.3(b)(iv) of the LLC Agreement, (A) this Agreement
(including without limitation Section 6 hereof) and the provisions of Sections
3.7, 3.8, 3.9, 3.11, 3.12, 7.1(c), 7.1(d) (other than the first sentence
thereunder) and 7.3(c) (commencing with the first words of the proviso thereto
and continuing to the end of Section 7.3(c)) of the LLC Agreement, to the extent
applicable to the Employee as a Non-Manager Member thereunder, shall terminate
automatically and be of no further force and effect, (B) Section 5.4 of the LLC
Agreement shall be amended to delete the words "to resign," in the first
sentence thereof, (C) Section 7.1(b) of the LLC Agreement shall be amended (i)
to delete the words "Original Principal" in each place in which they appear and
replace them with the words "Non-Manager Member," (ii) to delete the words "in
the year 2003" and "starting with such date in the year 2003" and to replace
them with the words "starting immediately," and (iii) to delete the words
"Effective Date" and replace them with the words "any date," (D) Sections
7.1(e), 7.2(d) and 7.3.(c) of the LLC Agreement, with respect to the Put Price,
Call Price and Repurchase Price applicable to the Employee as a Non-Manager
Member thereunder, shall be amended to delete the words "eight and one-half
(8.5)" and to replace them with the word "twenty (20)," (E) the third sentence
of Section 7.3(e) of the LLC Agreement shall be amended (i) to delete the words
"Original Principal"in each place in which they appear and replace them with the
words "Non-Manager Member," (ii) to delete the phrase "or, in the case of any
other Non-Manager Member . . . " through the close of the following parenthesis
and (iii) to delete clause (ii) thereof, and (F) Section 7.4 of the LLC
Agreement shall terminate automatically and be of no further force and effect
with respect to such Employee as a Non-Manager Member thereunder. In addition,
if the Employee notifies the Employer and the Manager Member in writing, each
other employee of the Employer and any of its Controlled Affiliates shall be
released unconditionally and without penalty of any sort from any
non-competition, non-solicitation, confidentiality or similar obligation
relating to his employment by the Employer or any of its Controlled Affiliates.
SECTION 5. ALL BUSINESS TO BE THE PROPERTY OF THE EMPLOYER; ASSIGNMENT OF
INTELLECTUAL PROPERTY; CONFIDENTIALITY.
(a) The Employee agrees that any and all presently existing
investment advisory businesses of the Employer (including, for all purposes, in
this Section 5, the Predecessor) and its Controlled Affiliates, and all
businesses developed by the Employer and its Controlled Affiliates, including by
such Employee or any other employee of the Employer for the Employer or any
Controlled Affiliate including, without limitation, all investment
methodologies, all investment advisory contracts, fees and fee schedules,
commissions, records, data, client lists, agreements, trade secrets, and any
other incident of any business developed by the Employer or its Controlled
Affiliates or earned or carried on by the Employee for the Employer or its
Controlled Affiliates other than any such matters that are in the public record
(unless they are so available by virtue of a breach of the provisions of this
Section 5 or Section 3.8 of the LLC Agreement), and all trade names, service
marks and logos under which the Employer or its Controlled Affiliates do
business, and any combinations or variations thereof and all related logos, are
and shall be the exclusive property of the Employer or such Controlled
Affiliate, as applicable, for its or their sole use, and (where applicable)
shall be payable directly to the Employer or such Controlled Affiliate. In
addition, the Employee acknowledges and agrees that the investment
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performance of the accounts managed by the Employer was attributable to the
efforts of the team of professionals of the Employer and not to the efforts of
any single individual, and that therefore, the performance records of the
accounts managed by the Employer are and shall be the exclusive property of the
Employer.
(b) The Employee acknowledges that, in the course of performing
services hereunder and otherwise, the Employee has had, and will from time to
time have, access to information of a confidential or proprietary nature,
including without limitation, confidential or proprietary investment
methodologies, trade secrets, proprietary or confidential plans, client
identities and information, client lists, service providers, business operations
or techniques, records and data ("Intellectual Property") owned or used in the
course of business by the Employer or its Controlled Affiliates. The Employee
agrees always to keep secret and not ever publish, divulge, furnish, use or make
accessible to anyone (otherwise than in the regular business of the Employer)
any Intellectual Property of the Employer or any Controlled Affiliate thereof
that is not publicly available (other than Intellectual Property that is
publicly available by virtue of a breach of this Section 5 or Section 3.8 of the
LLC Agreement). At the termination of the Employee's services to the Employer,
all data, memoranda, client lists, notes, programs and other papers, items and
tangible media, and reproductions thereof relating to the foregoing matters in
the Employee's possession or control shall be returned to the Employer and
remain in the Employer's possession (except where the return of such items shall
be unreasonable or impractical in relation to the importance or confidentiality
of such items).
(c) The Employee acknowledges that, in the course of entering into
this Employment Agreement, the Employee has had and, in the course of the
operation of the Employer, the Employee will from time to time have, access to
Intellectual Property owned by or used in the course of business by AMG or
Holdings. The Employee agrees, for the benefit of Employer and its Members, and
for the benefit of AMG and Holdings, always to keep secret and not ever publish,
divulge, furnish, use or make accessible to anyone (otherwise than with the
consent of the Manager Member) any knowledge or information regarding
Intellectual Property of AMG or Holdings that is not otherwise publicly
available (other than Intellectual Property that is publicly available by virtue
of a breach of this Section 5 or Section 3.8 of the LLC Agreement). At the
termination of the Employee's service to the Employer, all data, memoranda,
documents, notes and other papers, items and tangible media, and reproductions
thereof relating to the foregoing matters in the Employee's possession or
control shall be returned to AMG or Holdings, as applicable, and remain in its
possession.
SECTION 6. NON-COMPETITION COVENANT.
(a) While employed by the LLC or any of its Affiliates, the Employee
shall not, without the express written consent of the Manager Member, directly
or indirectly, whether as owner, part-owner, shareholder, partner, member,
director, officer, trustee, employee, agent or consultant, or in any other
capacity, on behalf of himself or any firm, corporation or other business
organization other than the Employer and its Controlled Affiliates, engage in
any activity
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described in Section 6(b), including with respect to Section 6(b)(i), without
regard to whether such Person is a Client.
(b) In addition to, and not in limitation of, the provisions of
Section 6(a), the Employee agrees, for the benefit of the Employer, AMG and
Holdings, that from and after the termination of his employment with the
Employer and continuing until the later of five (5) years following the
termination of the Employee's employment with the Employer or any of its
Affiliates, or fifteen (15) years from the date hereof, the Employee shall not,
without the express written consent of the Manager Member and the Management
Board, directly or indirectly, whether as owner, part-owner, shareholder,
partner, member, director, officer, trustee, employee, agent or consultant, or
in any other capacity, on behalf of himself or any firm, corporation or other
business organization other than the Employer and its Controlled Affiliates:
(i) provide Investment Management Services or Brokerage
Services to any Person that is a Client of the Employer or any of its
Controlled Affiliates;
(ii) solicit or induce, whether directly or indirectly, any
Person for the purpose (which need not be the sole or primary purpose) of
(A) causing any funds with respect to which the Employer provides
Investment Management Services or Brokerage Services to be withdrawn from
such management, or (B) causing any Client of the Employer (including any
Potential Clients) not to engage the Employer or any of its Controlled
Affiliates to provide Investment Management Services or Brokerage Services
for any additional funds;
(iii) contact or communicate with, in either case in
connection with Investment Management Services or Brokerage Services,
whether directly or indirectly, any Client of the Employer; or
(iv) solicit or induce, or attempt to solicit or induce,
directly or indirectly, any employee or agent of, or consultant to, the
LLC or any of its Controlled Affiliates to terminate its, his relationship
therewith, hire any such employee, agent or consultant, or former
employee, agent or consultant, or work in any enterprise involving
Investment Management Services or Brokerage Services with any employee,
agent or consultant or former employee, agent or consultant, of the LLC or
its Controlled Affiliates who was employed by or acted as an agent or
consultant to the LLC or its Controlled Affiliates at any time preceding
the termination of the Employee's employment (excluding for all purposes
of this sentence, secretaries and individuals holding other similar
positions).
For purposes of Sections 6(a) and 6(b), in determining who is included in
the definition of "Client" of the Employer, (x) the term "Past Client" shall be
limited to those Past Clients (as defined in the LLC Agreement) who were
advisees or investment advisory clients of, or recipients of Investment
Management Services or Brokerage Services from, the Employer (including the
Predecessor) or any of its Controlled Affiliates at the date of termination of
the Employee's
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employment or at any time during the twelve (12) months immediately preceding
the date of such termination (y) the term "Potential Client" shall be limited to
those Persons to whom an offer was made for Investment Management Services or
Brokerage Services within two (2) years prior to the date of termination of the
Employee's employment, and (z) neither the term "Client" nor the term "Person"
shall include any Person who is included in the definition of "Immediate Family"
with respect to the Employee.
Notwithstanding the provisions of Sections 6(a) and 6(b) hereof, the
Employee may make passive investments in AMG or in a competitive enterprise the
shares or other equity interests of which are (A) publicly traded, provided his
holding therein, together with any holdings of his Affiliates and members of his
Immediate Family, do not exceed five percent (5%) of the outstanding shares of
comparable interests in such entity at the time such investments are made or (B)
not publicly traded, provided such holdings do not exceed such percentage and
such enterprise neither (i) by itself or (ii) with its Affiliates does not
derive more than 20% of gross revenues from competitive activities either by
itself or together with its Affiliates.
(c) The Employee, the Employer, AMG and Holdings agree that the
periods of time and the unlimited geographic area applicable to the covenants of
this Section 6 and of Section 3 are reasonable, in view of: (i) the Employee's
status as a long-term, significant partner of the Predecessor which converted
into the Employer; (ii) the Employee's member interest in the Employer
(including all of the payments and rights with respect thereto under the LLC
Agreement); (iii) the Employee's receipt of the consideration required by the
Employer under the Purchase Agreement and the payments specified in Section 2
above; (iv) the geographic scope and nature of the business in which the
Employer is engaged; (v) the Employee's knowledge of the Employer's (and its
predecessor, the Company's, businesses); and (vi) the Employee's relationships
with the investment advisory clients of the Employer and the Predecessor.
However, if such period or such area should be adjudged unreasonable in any
judicial proceeding, then the period of time shall be reduced by such number of
months or such area shall be reduced by elimination of such portion of such
area, or both, as are deemed unreasonable, so that this covenant may be enforced
in such maximum area and during such maximum period of time as are adjudged to
be reasonable.
(d) The provisions of this Section 6 and Section 5 shall not be
deemed to limit any of the rights of the Employer, AMG or Holdings under the LLC
Agreement or under applicable law, but shall be in addition to the rights set
forth in the LLC Agreement and those which arise under applicable law.
SECTION 7. NOTICES. All notices hereunder shall be in writing and shall be
delivered, sent by recognized overnight courier or mailed by registered or
certified mail, postage and fees prepaid, to the party to be notified at the
party's address shown below. Notices which are hand delivered or delivered by
recognized overnight courier shall be effective on delivery. Notices which are
mailed shall be effective on the third day after mailing.
(i) If to the Employer:
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Tweedy, Xxxxxx Company LLC
00 Xxxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxxxx X. Xxxxxx
with a copy to:
Affiliated Managers Group, Inc.
Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxx
(ii) if to the Employee:
Xxxxxxxxxxx X. Xxxxxx
c/o Tweedy, Xxxxxx Company LLC
00 Xxxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
(iii) if to AMG:
Affiliated Managers Group, Inc.
Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxx, Esq.
with a copy to:
Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxx Fries, Esq.
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(iv) if to Holdings:
AMG/TBC Holdings, Inc.
c/o Affiliated Managers Group, Inc.
Xxx Xxxxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxx, Esq.
with a copy to:
Xxxxxxx, Procter & Xxxx XXX
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxx Fries, Esq.
unless and until notice of another or different address shall be given as
provided herein.
SECTION 8. THIRD PARTY BENEFICIARY; ASSIGNABILITY. Each of AMG and
Holdings is an intended third party beneficiary of the provisions of this
Employment Agreement. This Employment Agreement shall be binding upon and inure
to the benefit of the Employer, AMG and Holdings, and to any person or firm who
may succeed to substantially all of the assets of the Employer, AMG or Holdings.
This Employment Agreement shall not be assignable by the Employee.
SECTION 9. ENTIRE AGREEMENT. Except as set forth in the following below,
this Employment Agreement contains the entire agreement between the Employer and
the Employee with respect to the subject matter hereof, and supersedes all prior
oral and written agreements between the Employer and the Employee with respect
to the subject matter hereof, including without limitation any oral agreements
relating to compensation. In the event of any conflict between the provisions
hereof and of the LLC Agreement, the provisions hereof shall control.
SECTION 10. EQUITABLE RELIEF. The Employee recognizes and agrees that the
remedy at law of the Employer, AMG or Holdings for any breach of the provisions
of Sections 5 or 6 hereof would be inadequate and that for any breach of such
provisions by the Employee, the Employer, AMG and Holdings shall, in addition to
such other remedies as may be available to it at law or in equity or as provided
in this Employment Agreement, be entitled to injunctive relief and to enforce
their respective rights by an action for specific performance to the extent
permitted by law. Should the Employee engage in any activities prohibited by
this Employment Agreement, he agrees to pay over to the Employer all
compensation received in connection with such activities. Such payment shall not
impair any other rights or remedies of the Employer, AMG or Holdings or affect
the obligations or liabilities of the Employee under this Employment Agreement
or applicable law.
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SECTION 11. ARBITRATION OF DISPUTES. Any controversy or claim arising out
of or relating to this Employment Agreement or the breach hereof or otherwise
arising out of the Employee's employment or the termination of that employment
(including, without limitation, any claims of unlawful employment discrimination
whether based on age or otherwise) shall, to the fullest extent permitted by
law, be settled by arbitration in any forum and form agreed upon by the parties
or, in the absence of such an agreement, under the auspices of the American
Arbitration Association ("AAA") in New York, New York in accordance with the
Employment Dispute Resolution Rules of the AAA, including, but not limited to,
the rules and procedures applicable to the selection of arbitrators, except that
the arbitrator shall apply the law as established by decisions of the U.S.
Supreme Court, the Court of Appeals for the Second Circuit and the U.S. District
Court for the Southern District of New York in deciding the merits of claims and
defenses under federal law or any state or federal anti-discrimination law, and
any awards to the Employee for violation of any anti-discrimination law shall
not exceed the maximum award to which the Employee would be entitled under the
applicable (or most analogous) federal anti-discrimination or civil rights laws.
In the event that any person or entity other than the Employee, the Employer,
AMG or Holdings may be a party with regard to any such controversy or claim,
such controversy or claim shall be submitted to arbitration subject to such
other person or entity's agreement. Judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. This Section
11 shall be specifically enforceable. Notwithstanding the foregoing, this
Section 11 shall not preclude any party hereto from pursuing a court action for
the sole purpose of obtaining a temporary restraining order or a preliminary
injunction in circumstances in which such relief is appropriate; provided that
any other relief shall be pursued through an arbitration proceeding pursuant to
this Section 11.
SECTION 12. CONSENT TO JURISDICTION. To the extent that any court action
is permitted consistent with or to enforce Section 10 of this Employment
Agreement, the parties hereby consent to the jurisdiction of the Supreme Court
of the State of New York, Manhattan Branch and the United States District Court
for the Southern District of New York. Accordingly, with respect to any such
court action, the Employee: (a) submits to the personal jurisdiction of such
courts; (b) consents to service of process at the address determined pursuant to
the provisions of Section 8 hereof; and (c) waives any other requirement
(whether imposed by statute, rule of court, or otherwise) with respect to
personal jurisdiction or service of process.
SECTION 13. THIRD-PARTY AGREEMENTS AND RIGHTS. The Employee hereby
confirms that the Employee is not bound by the terms of any agreement with any
previous employer or other party which restricts in any way the Employee's use
or disclosure of information or the Employee's engagement in any business. The
Employee represents to the Employer that the Employee's execution of this
Employment Agreement, the Employee's employment with the Employer and the
performance of the Employee's proposed duties for the Employer will not violate
any obligations the Employee may have to any such previous employer or other
party. In the Employee's work for the Employer, the Employee will not disclose
or make use of any information in violation of any agreements with or rights of
any such previous employer or other party, and the Employee will not bring to
the premises of the Employer any copies or other
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tangible embodiments of non-public information belonging to or obtained from any
such previous employment or other party.
SECTION 14. LITIGATION AND REGULATORY COOPERATION. During and after the
Employee's employment, the Employee shall cooperate fully with the Employer in
the defense or prosecution of any claims or actions now in existence or which
may be brought in the future against or on behalf of the Employer, AMG or
Holdings or their Affiliates which relate to events or occurrences that
transpired while the Employee was employed by the Employer (including, without
limitation, the Predecessor). The Employee's full cooperation in connection with
such claims or actions shall include, but not be limited to, being available to
meet with counsel to prepare for discovery or trial and to act as a witness on
behalf of the Employer, AMG or Holdings or their Affiliates at mutually
convenient times. During and after the Employee's employment, the Employee also
shall cooperate fully with the Employer, AMG, Holdings and their Affiliates in
connection with any investigation or review of any federal, state or local
regulatory authority (including, without limitation, the Securities and Exchange
Commission) as any such investigation or review relates to events or occurrences
that transpired while the Employee was employed by the Employer (including,
without limitation, the Predecessor). The Employer shall reimburse the Employee
for any reasonable out-of-pocket expenses incurred in connection with the
Employee's performance of obligations pursuant to this Section 14.
SECTION 15. WAIVERS AND FURTHER AGREEMENTS. Neither this Employment
Agreement nor any term or condition hereof, including without limitation the
terms and conditions of this Section 15, may be waived or modified in whole or
in part as against AMG, Holdings, the Employer or the Employee, except by
written instrument executed by or on behalf of each of the parties hereto other
than the party seeking such waiver or modification, expressly stating that it is
intended to operate as a waiver or modification of this Employment Agreement or
the applicable term or condition hereof, it being understood that any action
under this Section 15 on behalf of the Employer may be taken only with the
approval of the Manager Member. Each of the parties hereto agrees to execute all
such further instruments and documents and to take all such further action as
the other party may reasonably require in order to effectuate the terms and
purposes of this Employment Agreement.
SECTION 16. AMENDMENTS; EMPLOYER'S CONSENTS. This Employment Agreement may
not be amended, nor shall any change, modification, consent, or discharge be
effected except by written instrument executed by or on behalf of the party
against whom enforcement of any change, modification, consent or discharge is
sought, it being understood that any action under this Section 16 on behalf of
the Employer may be taken only with the prior written approval of the Manager
Member of the Employer.
Whenever under this Agreement the consent of the Employer is required,
that consent shall only be effective if given with the prior written consent of
the Manager Member of the Employer.
SECTION 17. SEVERABILITY. If any provision of this Employment Agreement
shall be held or deemed to be invalid, inoperative or unenforceable in any
jurisdiction or jurisdictions, because
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of conflicts with any constitution, statute, rule or public policy or for any
other reason, such circumstance shall not have the effect of rendering the
provision in question unenforceable in any other jurisdiction or in any other
case or circumstance or of rendering any other provisions herein contained
unenforceable to the extent that such other provisions are not themselves
actually in conflict with such constitution, statute or rule of public policy,
but this Employment Agreement shall be reformed and construed in any such
jurisdiction or case as if such invalid, inoperative, or unenforceable provision
had never been contained herein and such provision reformed so that it would be
enforceable to the maximum extent permitted in such jurisdiction or in such
case.
SECTION 18. GOVERNING LAW. This Employment Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York
which apply to contracts executed and performed solely in the State of New York.
[INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as
a sealed instrument as of the date first above written.
EMPLOYEE: TWEEDY, XXXXXX COMPANY LLC
By: AMG/TBC Holdings, Inc.,
its Managing Member
________________________ By: ______________________________
EMPLOYEE Name: ______________________________
Title: ______________________________
ACKNOWLEDGMENT:
AFFILIATED MANAGERS GROUP, INC.
By: ______________________________
Name: ______________________________
Title: ______________________________
AMG/TBC HOLDINGS, INC.
By: ______________________________
Name: ______________________________
Title: ______________________________
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