0001399249-16-000071 Sample Contracts

PZENA INVESTMENT MANAGEMENT, LLC AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN
Class B Unit Agreement • March 14th, 2016 • Pzena Investment Management, Inc. • Investment advice • New York

THIS DELAYED EXCHANGE CLASS B UNIT AGREEMENT ("Agreement") is made this (the "Date of Grant") by and between Pzena Investment Management, LLC, a limited liability company organized under the laws of the State of Delaware (the "Company") and __________________ (the "Grantee").

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PZENA INVESTMENT MANAGEMENT, LLC AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN
Class B Unit-Based Agreement • March 14th, 2016 • Pzena Investment Management, Inc. • Investment advice • New York

THIS PHANTOM DELAYED EXCHANGE CLASS B UNIT AGREEMENT ("Agreement") is made this (the "Date of Grant") by and between Pzena Investment Management, LLC, a limited liability company organized under the laws of the State of Delaware (the "Company") and _________________ (the "Grantee").

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