INDEMNIFICATION AGREEMENTIndemnification Agreement • December 5th, 2007 • Pzena Investment Management, Inc. • Investment advice • Delaware
This Indemnification Agreement (“Agreement”) is made as of October 24, 2007, by and between Pzena Investment Management, Inc., a Delaware corporation (along with any entities referred to in Section 2(c) below, the “Company”), and Richard P. Meyerowich (“Director”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 5th, 2007 • Pzena Investment Management, Inc. • Investment advice • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of October 30, 2007 (the “Effective Date”) is entered into by and among Pzena Investment Management, Inc. (the “Company”), Pzena Investment Management, LLC. (the “Operating Company” and together with the Company, the “Employer”) and William L. Lipsey (the “Executive”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 5th, 2007 • Pzena Investment Management, Inc. • Investment advice • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 30, 2007 (the “Effective Date”) is entered into by and among Pzena Investment Management, Inc. (the “Company”), Pzena Investment Management, LLC. (the “Operating Company” and together with the Company, the “Employer”) and A. Rama Krishna (the “Executive”).
Page ARTICLE I VOTING OF CLASS B SHARES 1 Section 1.1 Preliminary Vote of Class B Stockholders 1 Section 1.2 Voting by Class B Stockholders 2 ARTICLE II TRANSFER OF CLASS B SHARES 2 Section 2.1 Transfers Generally 2 Section 2.2 Compliance with Law and...Class B Stockholders’ Agreement • December 5th, 2007 • Pzena Investment Management, Inc. • Investment advice • Delaware
This CLASS B STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of October 30, 2007, by and among Pzena Investment Management, Inc., a Delaware corporation (the “Company”), and Class B Stockholders signatory hereto or to the Additional Party Signature Page in the form attached hereto as Annex A. Capitalized terms used herein have their respective meanings set forth in Article IV of this Agreement.
RESALE AND REGISTRATION RIGHTS AGREEMENT dated as of October 30, 2007 among PZENA INVESTMENT MANAGEMENT, INC. and THE HOLDERS SET FORTH ON THE SIGNATURE PAGES HERETOResale and Registration Rights Agreement • December 5th, 2007 • Pzena Investment Management, Inc. • Investment advice • New York
This RESALE AND REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of October 30, 2007, is by and among Pzena Investment Management, Inc., a Delaware corporation (“Pzena Inc.”) and each of the holders of Class B Units (the “Class B Units”) of Pzena Investment Management, LLC (“Pzena LLC”) listed on the signature pages to this Agreement or to the Additional Party Signature Page in the form attached hereto as Annex A (the “Holders”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 5th, 2007 • Pzena Investment Management, Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 30, 2007, is hereby entered into by and among Pzena Investment Management, Inc., a Delaware corporation (the “Corporation”), Pzena Investment Management, LLC, a Delaware limited liability company (“PIM”) and each of the undersigned parties hereto identified as “Continuing Members” or “Exiting Members.”
AMENDED AND RESTATED OPERATING AGREEMENT PZENA INVESTMENT MANAGEMENT, LLC (A Delaware Limited Liability Company) Organized as of November 27, 1995 Restated as of January 3, 1996 Amended and Restated as of January 3, 2005 Further Amended and Restated...Operating Agreement • December 5th, 2007 • Pzena Investment Management, Inc. • Investment advice • Delaware
This Amended and Restated Operating Agreement made as of November 27, 1995, restated as of January 3, 1996, further amended and restated as of January 3, 2005, further amended and restated as of January 3, 2006, further amended and restated as of December 31, 2006, further amended as of March 31, 2007, and further amended and restated as of October 30, 2007 by and among Pzena Investment Management, Inc., a Delaware corporation (“Pzena Inc.”), and each other person that executes and delivers a counterpart of this Agreement and is included in the Register of Members. Capitalized terms used herein without definition have the meanings set forth in Section 1.08.
