INDEMNIFICATION AGREEMENTIndemnification Agreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of by and between Manning & Napier, Inc., a Delaware corporation (the “Company”), and the undersigned individual (“Indemnitee”).
FORM OF AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • New York
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of , 2011, among Manning & Napier Advisors, Inc. (the “Company”) and those Persons who are individuals and whose signatures are attached hereto. Each such individual, other than William Manning (“Manning”), for so long as they own their Shares, is hereinafter referred to as an “Employee” and collectively as the “Employees”. The Employees and Manning for so long as they own Shares are hereinafter referred to collectively as the “Shareholders” and individually as a “Shareholder.”
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT MANNING & NAPIER GROUP, LLC (A Delaware Limited Liability Company) Dated as of , 2011Limited Liability Company Agreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of MANNING & NAPIER GROUP, LLC, a Delaware limited liability company (the “Company”), dated as of , 2011 (the “Effective Date”), is adopted, executed and agreed to by and among the signatories hereto and shall be binding on all of the Members (as defined below).
EXCHANGE AGREEMENTExchange Agreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • New York
This EXCHANGE AGREEMENT (this “Agreement”) is made and entered as of the day of , 2011, by and among Manning & Napier, Inc., a Delaware corporation (the “Company”), M&N Group Holdings, LLC, a Delaware limited liability company (“M&N Group Holdings”), Manning & Napier Capital Company, LLC (“MNCC”) and any other holder of Units (as defined below) of Manning & Napier Group, LLC, a Delaware limited liability company (“Manning & Napier Group”), from time to time that are party hereto (together with M&N Group Holdings and MNCC, “Holders” and each, “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , by and among Manning & Napier, Inc., a Delaware corporation (“M&N”), and each of the holders of the Class A Units (the “Class A Units”) and the Class B Units (the “Class B Units” and, collectively with the Class A Units, the “Units”) of Manning & Napier Group, LLC, a Delaware limited liability company (“MN Group”), 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”).
AGREEMENTAgreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • New York
In the course of developing its investment advisory business, Manning & Napier has developed forms of organization, procedures, computer software, investment strategies, screens and pricing disciplines, and other aspects of its business (collectively referred to as “procedures”) which it considers, and I acknowledge, to be proprietary and/or distinctive within the investment advisory business. Many of these procedures have been created and refined over a period of many years, at considerable cost, and in some cases may not change for a period of many years. Manning & Napier seeks to protect its distinctive and proprietary procedures from competitors by obtaining from me herein various noncompetition and nondisclosure agreements, which I acknowledge are reasonably necessary for the protection of Manning & Napier’s interests. Therefore, in consideration of my employment according to the guidelines described in Exhibits II and III, and the knowledge and confidential relationships, informa
TAX RECEIVABLE AGREEMENT dated as of , 2011Tax Receivable Agreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • New York
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2011, is hereby entered into by and among Manning & Napier, Inc., a Delaware corporation (the “Corporation”), Manning & Napier Group, LLC, a Delaware limited liability company (“MNG”), and each of the other undersigned parties hereto identified as “Members.”
MANNING & NAPIER GROUP, LLC AWARD AGREEMENTAward Agreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • New York
Reference is made to the Manning & Napier, Inc. 2011 Equity Compensation Plan (as amended from time to time, the “Plan”). Pursuant to the terms of the Plan, Manning & Napier Group, LLC, a Delaware limited liability company (“MN Group”) has granted to you as additional incentive compensation in connection with your services to MN Group or any of its Affiliates, the number of Class [A/B] Units of MN Group (the “Units”) set forth above (the “Grant”). Terms defined in the Plan and not otherwise defined in this agreement (“Agreement”) are used herein as therein defined. The terms and conditions of the Grant are set out below.
AGREEMENTAgreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • New York
AGREEMENT by and between Manning & Napier Advisors, Inc., a New York Corporation, with its principal office at 290 Woodcliff Drive, Fairport, New York 14450 (as defined in section 5 below, “M&N”) and James Mikolaichik residing at 15 Minuteman Rd. Medfield, MA 02052 (“EMPLOYEE”).
AGREEMENTAgreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • New York
In the course of developing its investment advisory business, Manning & Napier has developed forms of organization, procedures, computer software, investment strategies, screens and pricing disciplines, and other aspects of its business (collectively referred to as “procedures”) which it considers, and I acknowledge, to be proprietary and/or distinctive within the investment advisory business. Many of these procedures have been created and refined over a period of many years, at considerable cost, and in some cases may not change for a period of many years. Manning & Napier seeks to protect its distinctive and proprietary procedures from competitors by obtaining from me herein various noncompetition and nondisclosure agreements, which I acknowledge are reasonably necessary for the protection of Manning & Napier’s interests. Therefore, in consideration of my employment, and the knowledge and confidential information and data disclosed to me in the course of my employment with Manning &
MANNING & NAPIER, INC. STOCK OPTION AGREEMENTEquity Compensation Plan • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • New York
WHEREAS, the Company adopted the Manning & Napier, Inc. 2011 Equity Compensation Plan (the “Plan”), which Plan authorizes, among other things, the grant of options to purchase shares of Class A common stock, $.01 par value (“Class A Stock”), of the Company to directors, officers and employees of the Company and to other individuals; and
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT M&N GROUP HOLDINGS, LLC (A Delaware Limited Liability Company) Dated as of , 2011Limited Liability Company Agreement • September 26th, 2011 • Manning & Napier, Inc. • Investment advice • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of M&N GROUP HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of [—], 2011 (the “Effective Date”), is adopted, executed and agreed to by and among the signatories hereto and shall be binding on all of the Members (as defined below).
