DIAMOND HILL INVESTMENT GROUP, INC.
COMPENSATION RECOUPMENT AND RESTITUTION POLICY
ACKNOWLEDGEMENT AND AGREEMENT
THIS COMPENSATION RECOUPMENT AND RESTITUTION POLICY ACKNOWLEDGEMENT
AND AGREEMENT (this "Agreement") is entered into as of the ___day of
_______, 2013, between Diamond Hill Investment Group, Inc. (the "Company")
and _______________________ (the "Employee").
RECITALS:
A. The Employee is an employee of the Company or its affiliates;
B. The Company's Board of Directors has adopted the Diamond Hill
Investment Group, Inc. Compensation Recoupment and Restitution Policy
(the "Policy"); and
C. In consideration of and a condition to receipt of future annual
cash and stock-based awards, performance-based compensation and other
forms of cash or equity compensation made under the Company's 2011
Equity and Cash Incentive Plan and any other plans or programs adopted
by the Company after the date of this Agreement (collectively, "Awards"),
the Employee and the Company are entering into this Agreement.
The Company and the Employee agree as follows:
1. The Employee acknowledges receipt of the Policy. A copy of the
Policy is attached to this Agreement as Annex A and is incorporated into
this Agreement by reference. The Employee has read and understands the
Policy and has had the opportunity to ask questions to the Company regarding
the Policy.
2. The Employee acknowledges and agrees that the Policy shall apply
to any and all Awards granted to the Employee after the date of this
Agreement, that all such Awards are subject to adjustment or recoupment
under the Policy. The Employee also agrees that any applicable award
agreement, award statement or terms and conditions relating to any future
Awards made to the Employee will be deemed to include the restrictions
imposed by the Policy.
3. The recoupment or restitution of Awards pursuant to the Policy
and this Agreement will not in any way limit or affect the Company's right
to pursue disciplinary action or dismissal, take legal action or pursue any
other available remedies available to the Company. This Agreement and the
Policy do not replace, and are in addition to, any rights of the Company to
recoup Awards from its employees under applicable laws and regulations,
including, but not limited to, the Xxxxxxxx-Xxxxx Act of 2002 and the
Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.
4. The Employee acknowledges and agrees that the Employee's execution
of this Agreement is in consideration of, and is a condition to, the receipt
by the Employee of future Awards from the Company; provided, however, that
nothing in this Agreement will be deemed to obligate the Company to make any
Awards to the Employee in the future.
5. The Employee agrees and acknowledges that the Company, in its sole
discretion, may amend or restate the Policy from time to time after the date
of this Agreement, and the Policy, as amended or restated, will apply to all
Awards after the date of this Agreement. The Company will provide to the
Employee a copy of the Policy as it may be amended or restated.
6. This Agreement will be governed by and construed in accordance
with the laws of the State of Ohio, without regard to the laws of Ohio that
would result in the application of the laws of any other state. The parties
to this Agreement expressly agree that any legal action arising out of this
Agreement shall be filed and maintained only in a state or federal court of
competent jurisdiction in Franklin County, Ohio, and each party consents to
such jurisdiction. This Agreement may be executed in two or more
counterparts, and by facsimile and electronic transmission (including by
..pdf), each of which will be deemed to be an original but all of which, taken
together, shall constitute one and the same Agreement.
7. This Agreement is binding upon and will benefit the parties and
their personal representatives, heirs, successors and assigns.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Compensation Recoupment and Restitution Policy Acknowledgement and Agreement
as of the date first written above.
EMPLOYEE: _________________________
Print Name: _______________________
COMPANY:
Diamond Hill Investment Group, Inc.
By: _________________________
Name: _________________________
Title: _________________________
ANNEX A
Diamond Hill Investment Group, Inc.
Compensation Recoupment and Restitution Policy
