SHAREHOLDER AGREEMENT AMONG OLD MUTUAL PLC, OM GROUP (UK) LIMITED, AND OM ASSET MANAGEMENT PLC DATED AS OF [ ], 2014Shareholder Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • England and Wales
THIS SHAREHOLDER AGREEMENT is made as of the day of , 2014 among Old Mutual plc, a company incorporated and registered in England and Wales with company number 3591559 (together with its successors and permitted assigns, “OM plc”), OM Group (UK) Limited, a company incorporated and registered in England and Wales with company number 3591572 (together with its successors and permitted assigns, “OMGUK”), and OM Asset Management plc, a company incorporated and registered in England and Wales with company number 09062478 (together with its successors, the “Company”, and together with OM plc and OMGUK, each a “Party” and, collectively, the “Parties”).
OM ASSET MANAGEMENT PLC EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between OM Asset Management plc, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”), and (the “Participant”).
SEED CAPITAL MANAGEMENT AGREEMENTCapital Management Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • England and Wales
This Seed Capital Management Agreement (the “Agreement”) is made and entered into as of this day of , 2014, by and among MILLPENCIL LIMITED, a company limited by shares organized under the laws of England and Wales and located at 5th Floor, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom (together with its successors and permitted assigns, “Millpencil”), MILLPENCIL (US) LP, a Delaware limited partnership (together with its successors and permitted assigns, “MPL”), with a registered office address of 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, OLD MUTUAL (US) HOLDINGS INC., a Delaware corporation (together with its successors, “OM(US)H”), located at 200 Clarendon Street, 53rd Floor, Boston, MA 02116, OLD MUTUAL PLC, a company limited by shares organized under the laws of England and Wales and located at 5th Floor, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4GG, United Kingdom (together with its successors and permitted assigns, “OM pl
OM ASSET MANAGEMENT PLC NON-EMPLOYEE DIRECTORS’ EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between OM Asset Management plc, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”), and (the “Participant”).
OM ASSET MANAGEMENT PLC EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between OM Asset Management plc, a public company limited by shares and incorporated under the laws of England and Wales (the “Company”), and (the “Participant”).
REGISTRATION RIGHTS AGREEMENT dated as of by and among OM Asset Management plc, OM Group (UK) Limited and Old Mutual plcRegistration Rights Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • New York
This Registration Rights Agreement, dated as of , 2014 (this “Agreement”), is by and among OM Asset Management plc, a company incorporated and registered in England and Wales with company number 09062478 (the “Company”), OM Group (UK) Limited, a company incorporated and registered in England and Wales with company number 3591572 (“OMGUK”), and Old Mutual plc, a company incorporated and registered in England and Wales with company number 3591559 (“OM plc”, and together with the Company and OMGUK, each a “Party” and, collectively, the “Parties”).
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ACADIAN ASSET MANAGEMENT LLC Dated as of August 14, 2014Limited Liability Company Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • Delaware
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of August 14, 2014, of ACADIAN ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Company”), between Old Mutual Asset Managers (US) LLC or its successors or assigns (“OMAM”) and the Acadian KELP LP (the “KELP”) (each a “Member” and collectively the “Members”). Capitalized terms used herein are defined in Article XII.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • Massachusetts
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of December 13, 2012, is entered into by and among Old Mutual (US) Holdings Inc., a Delaware corporation having its principal place of business in Boston, Massachusetts (“Employer”), and Linda Gibson (“Employee”).
THIS DEED is made on the day of 2014 BETWEEN: WHEREAS:OM Asset Management LTD • September 8th, 2014 • Investment advice
EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made this 4th day of February 2011 by and between Old Mutual (US) Holdings Inc., a Delaware corporation with an address at 200 Clarendon Street, 53rd Floor, Boston, Massachusetts 02116 (“the Company”) and Peter Bain, an individual with a residence at 205 Goodwood Gardens, Baltimore, Maryland 21210 (“the Executive”), effective as of February 22, 2011.
BARROW, HANLEY, MEWHINNEY & STRAUSS, LLC LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 8th, 2014 • OM Asset Management LTD • Investment advice • Delaware
This Limited Liability Company Agreement (this “Agreement”), effective as of January 12, 2010, is entered into by and among Old Mutual Intermediary (BHMS), LLC, a Delaware limited liability company and wholly owned, indirect subsidiary of OM(US)H (defined below) (together with its permitted successors or assigns, “Old Mutual Intermediary”) and the Persons listed in the books and records of the LLC (as defined below), each (for such period of time as it shall remain a Member hereunder) referred to (subject to Section 9 hereof) individually as a “Member” and collectively as the “Members”.
