Preview | Employment Agreement |

WHEREAS, the Company desires to employ Employee and to enter into an agreement embodying the terms of such employment (this Agreement) and Employee desires to enter into this Agreement and to accept such employment, subject to the terms and provisions of this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Employee hereby agree as follows:

(a) Accrued Obligations shall mean (i) all accrued but unpaid Base Salary through the date of termination of Employees employment hereunder; (ii) any unpaid or unreimbursed expenses incurred in accordance with Company policy, including amounts due under Section 7 hereof to the extent incurred prior to termination of employment; (iii) any benefits provided under the Companys employee benefit plans upon a termination of employment, in accordance with the terms therein; and (iv) any rights to indemnification pursuant to Section 12 hereof or otherwise by virtue of Employees position as an officer or director of the Company or its subsidiaries and the benefits under any directors and officers liability insurance policy maintained by the Company, in accordance with its terms thereof.

(f) Cause shall mean (i) any act of gross negligence or willful misconduct on the part of Employee in the course of his employment hereunder, which is, or could reasonably be expected to result in, material injury to the business or reputation of the Company or its affiliates; (ii) willful failure or refusal by Employee to perform in any material respect his duties or responsibilities under the employment agreement; (iii) misappropriation by Employee of any assets or business opportunities of the Company or any of its Affiliates; (iv) embezzlement or fraud committed by Employee or at his direction; (v) Employees conviction by a court of competent jurisdiction of, or pleading guilty or no contest to, (x) a felony, or (y) any other crime of moral turpitude; or (vi) Employees breach of any material provision of

the employment agreement. For purposes of this definition, no act or failure to act shall be deemed willful unless done or omitted in bad faith or without a reasonable belief that such act or omission was in the best interests of the Company.

(g) Change in Control (i) the acquisition by any person, directly or indirectly, through a purchase, merger or other acquisition transaction, or series of purchases, mergers or other acquisition transactions, of shares of Common Stock representing 50% or more of the total shares of Common Stock then outstanding; (ii) a consolidation, merger, reorganization or other form of acquisition of or by the Company or other transaction in which the Companys shareholders retain less than 40% (by vote or value) of the surviving entity upon consummation of such transaction; (iii) a sale or other transfer of substantially all of the Companys assets or (iv) the individuals who were directors of the Company immediately prior to the Closing Date (together with the directors appointed by Warburg Pincus Private Equity IX, L.P. and any new directors whose election or appointment was approved by the directors then in office who were either directors as of the Closing Date or whose election or appointment was previously so approved) ceasing to constitute a majority of the board of directors of the Company or any surviving entity immediately after the Closing Date.

(m) Competitive Activities shall mean any business activities in which the Company or any of its subsidiaries are engaged (or have committed plans to engage) during the Term of Employment, or, following termination of Employees employment hereunder, were engaged in (or had committed plans to engage in) at the time of such termination of employment.

(n) Confidential Information shall mean confidential or proprietary trade secrets, client lists, client identities and information, information regarding service providers, investment methodologies, marketing data or plans, sales plans, management organization information, operating policies or manuals, business plans or operations or techniques, financial records or data, or other financial, commercial, business or technical information (i) relating to the Company or any of its subsidiaries, or (ii) that the Company or any of its subsidiaries may receive belonging to suppliers, customers or others who do business with the Company, but shall exclude any information that is in the public domain or hereafter enters the public domain, in each case without the breach by Employee of Section 9(a) below.

(p) Disability shall mean any physical or mental disability or infirmity that prevents the performance of Employees duties for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) non-consecutive days during any twelve (12) month period. Any question as to the existence, extent or potentiality of Employees Disability upon which Employee and the Company cannot agree shall be determined by a qualified, independent physician selected by the Company and approved by Employee (which approval shall not be unreasonably withheld). The determination of any such physician shall be final and conclusive for all purposes of this Agreement.

(r) Good Reason shall mean, without Employees consent, (i) any reduction in Base Salary, (ii) the relocation of Employees principal place of employment outside of the New York metropolitan area, or (iii) a breach by the Company of any material provision of the employment agreement.

(s) Interfering Activities shall mean (i) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any individual employed by, or individual or entity providing consulting services to, the Company or any of its subsidiaries to terminate such employment or consulting services; provided, that the foregoing shall not be violated by general advertising not targeted at employees or consultants of the Company; (ii) hiring any individual who was employed by the Company or any of its subsidiaries within the six (6) month period prior to the date of such hiring; or (iii) encouraging, soliciting or inducing, or in any manner attempting to encourage, solicit or induce any customer, supplier, licensee or other business relation of the Company or any of its subsidiaries to cease doing business with or materially reduce the amount of business conducted with the Company or its subsidiaries, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or its subsidiaries.

(t) Person shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust (charitable or non-charitable), unincorporated organization or other form of business entity.

(v) Restricted Area shall mean any State of the United States of America or any other jurisdiction in which the Company or its subsidiaries are engaged (or have committed plans to engage) in business during the Term, or, following termination of Employees employment, were engaged (or had committed plans to engage) in business at the time of such termination of employment.

(w) Restricted Period shall mean the period commencing on the date of the employment agreement and extending to the twelve (12) month anniversary of Employees termination of employment for any reason; provided, however, that the Company may elect, by providing Employee written notice of such election within three (3) months following any termination of employment, to extend the Restricted Period by up to an additional twelve (12)

months following the date of such termination, in which case, the Company shall be required to pay Employee an amount equal to his monthly Base Salary plus one-twelfth (1/12^th) of Employees target Annual Bonus during each month of the applicable period of extension.