PELL SHAREHOLDERS AGREEMENT
Exhibit 10.15
PELL SHAREHOLDERS AGREEMENT
This SHAREHOLDERS AGREEMENT dated as of , 2008 (this “Agreement”), between Artio
Global Investors Inc., a Delaware corporation (the “Company”), and Xxxxxxx Xxxx (“Xxxx”).
WITNESSETH:
WHEREAS, the Company desires that Pell be allowed to continue to participate in meetings of
the Board of Directors of the Company (the “Board”) scheduled after Pell ceases to be a member of
the Board and Pell desires to participate in such meetings from time to time.
NOW, THEREFORE, in consideration of the covenants and agreements contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, intending to be legally bound hereby, the parties hereto agree as follows:
1. Observer Rights. If Pell ceases to be a member of the Board, then from the date on
which Pell ceases to be a member of the Board (such date, the “Trigger Date”) until the termination
with respect to Pell of the restrictions set forth in Section 2.01(a)(i) of that certain Exchange
Agreement, dated as of [ ], 2008 (as the same may be amended from time to time, the
“Exchange Agreement”) among the Company, Pell and Xxxxxxx-Xxxx Xxxxxx pursuant to the terms
thereof, Pell shall have the right to attend each meeting of the Board held after the Trigger Date
as a non-voting observer, whether such meeting is conducted in person or by teleconference. Pell
shall have the right to present matters for consideration by the Board and to speak on matters
presented by others at such meetings of the Board. Subject to the confidentiality provisions of
this Section 1, the Company shall cause Pell to be provided with all communications and materials
that are provided by the Company or its consultants to the members of the Board generally, at the
same time and in the same manner that such communications and materials are provided to such
members, including all notices, board packages, reports, presentations, minutes and consents.
Without limiting any of Pell’s rights in his capacity as an employee of the Company, after the
Trigger Date and prior to the termination with respect to Pell of all exchange restrictions set
forth in Section 2.01(a)(i) of the Exchange Agreement, Pell shall be entitled to meet and consult
with the senior executive management team of the Company on a quarterly basis to discuss the
quarterly and annual business plans of the Company and the Company’s subsidiaries and to review the
progress of the Company and the Company’s subsidiaries in achieving their plans. In addition, upon
request to the chief executive officer of the Company, the members of the senior executive
management team of the
Company shall make themselves available during normal business hours to meet with Pell on an
interim basis, as Pell may reasonably request from time to time, and as would not unreasonably
interfere with the duties of the members of the senior executive management team of the Company.
Notwithstanding any other provision of this Section 1 to the contrary, after the Trigger Date
the Company or the Board shall have the right to keep confidential from Pell for such period of
time as the Company or the Board deems reasonable any information and copies of written materials
the Company is required by law or agreement with a third party to keep confidential. As a
condition of the exercise of his rights under this Section 1, to the extent not covered by the
provisions of any existing confidentiality agreement or that certain Employment Agreement, dated as
of [ ], 2008, as the same may be amended from time to time, between Pell and the Company,
Pell shall enter into such agreements or undertakings with the Company to maintain the
confidentiality of information provided to him in connection with the exercise of such rights as
the Company may reasonably request.
2. Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto and supersedes all other prior agreements, both oral and written, between the
parties hereto with respect to the subject matter hereof.
3. No Third Party Beneficiaries. Nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto any rights or remedies hereunder.
4. Assignment. Neither this Agreement nor any of the rights or obligations hereunder
shall be assigned by any party hereto without the prior written consent of the other party.
5. Waiver; Amendment. No provision of this Agreement may be waived unless such waiver
is in writing and signed by the party against whom the waiver is to be effective. No provision of
this Agreement may be amended unless such amendment is approved in writing by the Company and Pell.
6. Counterparts. This Agreement may be executed (including by facsimile transmission)
with counterpart pages or in one or more counterparts, each of which shall be deemed to be an
original and all of which shall, taken together, be deemed to be one and the same instrument.
7. Governing Law. This Agreement shall be governed by, construed and enforced in
accordance with, the laws of the State of New York, without regard to the conflicts of laws rules
of such state.
8. Consent to Jurisdiction. The parties hereto agree that any suit, action or
proceeding seeking to enforce any provision of, or based on any matter
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arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall be brought in the
United States District Court for the
Southern District of New York or any New York State court sitting in the Borough of Manhattan,
so long as one of such courts shall have subject matter jurisdiction over such suit, action or
proceeding, and that any cause of action arising out of this Agreement shall be deemed to have
arisen from a transaction of business in the State of New York, and each of the parties hereby
irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent
permitted by law, any objection that it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum. Process in any such suit,
action or proceeding may be served on any party anywhere in the world, whether within or without
the jurisdiction of any such court.
9. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.
10. Severability. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof. If any provision of this Agreement, or the application thereof to any
person or entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction,
(a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far
as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision
and (b) the remainder of this Agreement and the application of such provision to other persons,
entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall
such invalidity or unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.
11. Effective Time. This Agreement shall become effective upon the closing of the
initial public offering of shares of stock of the Company.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered,
all as of the date first set forth above.
| ARTIO GLOBAL INVESTORS INC. |
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| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| By: | ||||
| Xxxxxxx Xxxx | ||||
