Employment Agreement between Heather E. Brilliant and Diamond Hill Capital Management, Inc. dated July 5, 2019

During the Term, the Executive shall serve as the President and Chief Executive Officer (“CEO”) of the Employer at the Employer’s principal offices in Columbus, Ohio. In such capacity, the Executive shall have all the authorities and duties commensurate with such positions that are customary for a corporation of the Employer’s size and nature, and such other duties consistent with such positions as shall be reasonably determined from time to time by the Board of Directors of the Employer (the “Board”). The Executive shall report directly to the Board. The Executive shall hold such other positions at Affiliates of the Employer that are consistent with her positions with the Employer, as may from time to time be reasonably requested of her by the Board. For purposes of this Agreement, an “Affiliate” shall mean any corporation (including any non-profit corporation),

Following the commencement of the Term, the Executive will be appointed to serve as a member of the Board. After such appointment, the Executive will serve as a member of the Board pursuant to the rules applicable to all such members.

Except as otherwise set forth in this Agreement, the Executive will devote all of her skills and her full business time and attention to her duties hereunder and in furtherance of the business and interests of the Employer and its Affiliates and, during the Term, will not directly or indirectly render any services of a business, commercial or professional nature to any person or organization without the prior written consent of the Board; provided, however, that the Executive will not be precluded from participation in community, civic, charitable or similar activities which do not unreasonably interfere with her responsibilities hereunder, subject to the prior written consent of the Board, which consent shall not be unreasonably withheld. The Employer acknowledges and agrees that the Board has consented to the Executive continuing to serve as a member of the board of the CFA Institute.

Upon termination of the Executive’s employment hereunder for any reason, the Executive shall cease to hold any position as an officer or director (or any other similar position) of any Affiliate and shall resign from all positions as an officer or director (or any other similar position) in all corporations, partnerships, limited liability companies or other entities for which the Executive is serving, at the Employer’s request, as an officer or director (or in such other similar position).

Base Salary. During the Term, the Executive will receive an annual base salary of $400,000. The Board will review the Executive’s base salary annually and, in its discretion, may recommend increases, but not decreases, to the amount of such base salary based upon procedures of the Employer that determine adjustments for other executives of the Employer. The initial annual base salary, together with any increases, shall be the Executive’s annual base salary (“Base Salary”). The Base Salary will be payable in accordance with the Employer’s regular payroll payment practices.

Annual Cash Incentive. Each calendar year during the Term, the Executive will be eligible for a cash incentive payment, with an annual target equal to $600,000. Such annual cash incentive payment shall be determined, based upon the Executive’s satisfaction of goals and objectives established by the Board in advance, in consultation with the Executive for the relevant calendar year. Notwithstanding any provision contained herein, for the period beginning on the Effective Date and ending on December 31, 2019, the Executive shall receive a minimum cash incentive payment hereunder equal to (A) the target amount noted above, multiplied by (B) a

Annual Equity Incentive. Each calendar year during the Term, the Executive will be eligible for an incentive equity award, with an annual target fair market value equal to $1,150,000. Payment of such annual equity incentive award will be determined, based upon the Executive’s satisfaction of goals and objectives established by the Board in consultation with the Executive. Notwithstanding any provision contained herein, for the period beginning on the Effective Date and ending on December 31, 2019, the Executive shall receive an incentive equity award with a minimum value equal to (A) the annual target value noted above, multiplied by (B) a fraction, the numerator of which is the number of days remaining in the 2019 calendar year on and after the Effective Date and the denominator or which is 365. Any portion of the annual equity incentive award that vests and is payable pursuant to this Section 3(c) will be paid to the Executive no later than March 15^th of the calendar year following the calendar year for which such annual equity incentive award is payable and shall be subject to the Employer’s 5-year sale restriction and its Compensation Recoupment and Restitution Policy.

Initial Cash Award. Within 30 days following the date of this Agreement, the Employer shall pay the Executive a single lump sum amount equal to $1,000,000. In addition, in the event that the Employer should terminate the Executive’s employment for Cause pursuant to the provisions of Section 5(c) hereof, or if the Executive should terminate her employment without Good Reason pursuant to the provisions of Section 5(e) hereof, in either case prior to the second anniversary of the Effective Date, the Executive shall repay a prorated amount of the initial cash award described in this Section 3(d). The prorated amount to be repaid, if any, shall be equal to the initial cash award described in this Section 3(d), multiplied by a fraction, the numerator of which is 730 minus the number of days remaining until the second anniversary of the Effective Date and the denominator of which is 730.

Initial Equity Award. Within 30 days following the Effective Date, the Employer shall grant to the Executive an initial award of restricted stock (the “Initial Equity Award”), for shares of the Employer’s common stock with a fair market value equal to $3,000,000 on such date of grant. Such equity award will be subject to a 5-year cliff vesting schedule (and with full vesting upon a Change in Control, and as described in Section 6(a)(vi) hereof), shall provide for current payment of all cash dividends payable on its underlying common stock, and shall otherwise be subject to such other terms and conditions to be included in the applicable award agreement, the form of which is included as Exhibit A to this Agreement.

Additional Long-Term Incentive Awards. The Executive will participate in all annual long-term incentive arrangements made available by the Employer to other senior executives, at levels commensurate with the Executive’s position and performance, on terms and conditions no less favorable than those provided to other senior executives generally.

Fringe Benefits. During the Term, the Employer will provide the Executive with all health and life insurance coverages, disability programs, tax-qualified retirement plans, equity compensation programs, paid holidays, paid vacation, perquisites, and such other fringe benefits of employment as the Employer may provide from time to time to actively employed senior executives of the Employer. Notwithstanding any provision contained in this Agreement, the Employer may discontinue or terminate at any time any employee benefit plan, policy or program described in this Section 4(a), now existing or hereafter adopted, to the extent permitted by the terms of such plan, policy or program and will not be required to compensate the Executive for such discontinuance or termination.

Expenses. During the Term, the Employer shall reimburse the Executive for all reasonable travel, industry, entertainment, and out-of-pocket and miscellaneous expenses incurred by the Executive in connection with the performance of the Executive’s business activities under this Agreement in accordance with the existing policies and procedures of the Employer pertaining to reimbursement of such expenses to senior executives. In addition, within 30 days following the date of this Agreement, the Employer shall reimburse the Executive for reasonable attorneys’ fees incurred by her in the negotiation and drafting of this Agreement up to a maximum amount of $10,000.

Paid Vacation. During the Term, the Executive shall be entitled to 6 weeks paid vacation each year, prorated for the period beginning on the Effective Date and ending on December 31, 2019.

Death of Executive. The Term and the Executive’s employment will terminate upon the Executive’s death and the Executive’s beneficiary (as designated by the Executive in writing with the Employer prior to the Executive’s death) will be entitled to the following payments and benefits:  

Any Base Salary that is accrued but unpaid and any business expenses that are unreimbursed – all, as of the date of termination of employment.

Any rights and benefits (if any) provided under plans and programs of the Employer, determined in accordance with the applicable terms and provisions of such plans and programs.

Any annual cash incentive award for a completed year that has not yet been paid as of the date of the Executive’s death.

Disability. The Term and the Executive’s employment may be terminated by the Employer upon 60 days written notice from the Employer following the determination, as set forth immediately below, that the Executive suffers from a Permanent Disability. For purposes of this Agreement, “Permanent Disability” means a physical or mental impairment that renders the Executive incapable of performing the essential functions of the Executive’s job, on a full-time basis, even taking into account reasonable accommodation required by law, qualifying the Executive for benefits under the Employer’s long-term disability plan. During any period that the Executive fails to perform the Executive’s duties hereunder as a result of a Permanent Disability (“Disability Period”), the Executive will continue to receive the Executive’s Base Salary at the rate then in effect for such period until the Executive’s employment is terminated pursuant to this Section 5(b); provided, however, that payments of Base Salary so made to the Executive will be reduced by the sum of the amounts, if any, that were payable to the Executive at or before the time of any such salary payment under any disability benefit plan or plans of the Employer and that were not previously applied to reduce any payment of Base Salary. In the event that the Employer elects to terminate the Executive’s employment due to Disability, the Executive will be entitled to payment, within 30 days following termination of employment, of (i) the Accrued Obligations, and (ii) any annual cash incentive award for a completed year that has not yet been paid as of the date of termination of employment.  

Termination of Employment for Cause. The Employer may terminate the Term and the Executive’s employment upon written notice at any time for “Cause.”

For purposes of this Agreement, “Cause” means the Executive has (A) caused the Employer or any of its Affiliates, other than pursuant to the advice of the Employer’s legal counsel, to violate a law which, in the opinion of the Employer’s legal counsel, is reasonable grounds for civil penalties in excess of $250,000 or criminal penalties against the Employer, an Affiliate or the Board; (B) engaged in conduct which constitutes a material violation of the established written policies or procedures of the Employer regarding the

In the event that the Employer terminates the Executive’s employment for Cause, the Executive will be entitled to payment of the Accrued Obligations.

Termination Without Cause. The Employer may terminate the Term and the Executive’s employment for any reason upon 60 days prior written notice to the Executive. If the Executive’s employment is terminated by the Employer for any reason other than the reasons set forth in subsections (a), (b) or (c) of this Section 5, the Executive will be entitled to the following payments and benefits:

Payment of the Accrued Obligations.

A single lump sum payment equal to the Executive’s Base Salary in effect at termination of employment.

A single lump sum payment equal to the sum of (A) the annual cash incentive payment made to the Executive for the calendar year preceding termination of employment (or, for a termination occurring in 2019 or 2020, the annual target value of such annual cash incentive payment); and (B) the value of the annual equity incentive award paid to the Executive for the calendar year preceding termination of employment (or, for a termination occurring in 2019 or 2020, the annual target value of such annual equity incentive award).

Payment of any annual cash incentive award for a completed year that has not yet been paid as of the date of termination of employment.

Voluntary Termination by Executive Other Than for Good Reason. The Executive may resign and terminate the Term and the Executive’s employment with the Employer other than for Good Reason upon not less than 60 days prior written notice to the Employer. In the event that the Executive terminates the Executive’s employment voluntarily pursuant to this Section 5(e), the Executive will be entitled to payment of the Accrued Obligations.

Good Reason Termination. The Executive may resign and terminate the Term and the Executive’s employment with the Employer for “Good Reason” if (A) the Executive gives written notice of the Good Reason event to the Employer within 90 days after the Executive first learns of the event constituting Good Reason, (B) the

For purposes of this Agreement, the Executive will have “Good Reason” to terminate the Executive’s employment with the Employer if any of the following events occur without the Executive’s consent (provided the Employer does not fully cure the effect of such event within 30 days following its receipt of written notice of such event from the Executive):

A material reduction of the Executive’ Base Salary;

A relocation of the Executive’s principal place of employment to a location more than 50 miles from her principal place of employment before such relocation;

The Employer assigns the Executive to duties that are materially inconsistent in any respect with the Executive’s position (including, without limitation, her status, office and title) authority, duties or responsibilities, or takes any other action that results in a material diminution in the Executive’s position, authority, duties or responsibilities;

The Employer changes the Executive’s reporting structure within the organization so that she no longer reports directly to the Board; or

The Employer materially breaches any material covenant, or obligation set forth in this Agreement or any other written agreement, plan or arrangement.

In the event that the Executive terminates the Term and the Executive’s employment with the Employer for Good Reason pursuant to this Section 5(f), the Executive will be entitled to receive the payments and benefits described in Section 5(d) hereof, as if her employment had been terminated by the Employer without Cause.

Expiration of Term of Agreement. If the Term expires and it is not extended by the parties, the Executive’s employment will terminate at the end of such term and the Executive will be entitled to payment of (i) the Accrued Obligations; (ii) the annual cash incentive payment for the final year of the Term; and (iii) the annual equity incentive for the final year of the Term.

Occurrence of Change in Control Event. In the event that a Change in Control occurs and, within 6 months prior or 24 months following such Change in Control, the Executive’s employment is terminated by the Employer or its successor without Cause as described in Section 5(d) or is terminated for Good Reason by the Executive as described in Section 5(f), then, in lieu of any payment that might be provided under Section 5 of this Agreement, the Executive will be entitled to the following payments and benefits from the Employer or its successors:

Payment of the Accrued Obligations.

A single lump sum payment equal to the greater of (A) the Executive’s annual Base Salary in effect at termination of employment; or (B) the Base Salary paid or payable to the Executive with respect to the most recently completed calendar year of the Employer^..

A single lump sum payment equal to the sum of (A) the annual cash incentive payment made to the Executive for the calendar year preceding termination of employment (or, for a termination occurring in 2019 or 2020, the annual target value of such annual cash incentive payment); and (B) the value of the annual equity incentive award paid to the Executive for the calendar year preceding termination of employment (or, for a termination occurring in 2019 or 2020, the annual target value of such annual equity incentive award).

Payment of any annual cash incentive award for a completed year that has not yet paid as of the date of termination of employment.

A single lump-sum payment equal to the sum of (A) the Executive’s target annual cash incentive award; and (B) the value of the Executive’s target annual equity incentive award; multiplied by a fraction, the numerator of which is 365 minus the number of days remaining in the calendar year after the date of termination and the denominator of which is 365.

Full vesting of the Initial Equity Award, to the extent not previously vested in a Change in Control transaction.

Definition of Change in Control. For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following:

Any transaction or series of transactions, whereby any person [as that term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”)], is or becomes the beneficial owner (as that term is used in Section 13(d) of the Act), directly or indirectly, of securities of DHIG representing fifty percent (50%) or more of the combined voting power of

Any merger, consolidation, other corporate reorganization or liquidation of DHIG in which DHIG is not the continuing or surviving corporation or entity or pursuant to which its common shares would be converted into cash, securities, or other property, other than (A) a merger or consolidation with a wholly-owned subsidiary, (B) a reincorporation of DHIG in a different jurisdiction, or (C) any other transaction in which there is no substantial change in the stockholders of DHIG;

Any merger or consolidation of DHIG with or into another entity or any other corporate reorganization, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation, or other reorganization is owned by persons who were not stockholders of DHIG immediately prior to such merger, consolidation, or other reorganization;

The sale, transfer, or other disposition of all or substantially all of the assets of DHIG in one transaction or a series of transactions; or

A change or series of related or unrelated changes in the composition of the Board of Directors of DHIG, during any twenty-four (24) month period beginning on the Effective Date, as a result of which fewer than fifty percent (50%) of the incumbent directors are directors who either (A) had been directors of DHIG on the later of the Effective Date or the date twenty-four (24) months prior to the date of the event that may constitute a Change in Control (the “Original Directors”), or (B) were elected, or nominated for election, to the Board of Directors of DHIG with the affirmative votes of at least a majority of the aggregate of the Original Directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved.

Excess Parachute Payments and Other Limitations on Payment.

Notwithstanding anything to the contrary in this Agreement, if any payments or benefits paid or payable to the Executive pursuant to this Agreement or any other plan, program or arrangement maintained by the Employer or an Affiliate would constitute a “parachute payment” within the meaning of Section 280G of the Code, then the Executive shall receive the greater of: (A) one dollar ($1.00) less than the amount which would cause the payments and benefits to constitute a “parachute payment”, or (B) the amount of such payments and benefits, after taking into account all federal, state and local

If any payments otherwise payable to the Executive pursuant to this Agreement are prohibited or limited by any statute, regulation, order, consent decree or similar limitation in effect at the time the payments would otherwise be paid (a “Limiting Rule”): the Employer (A) shall pay the maximum amount that may be paid after applying the Limiting Rule; and (B) shall use commercially reasonable efforts to obtain the consent of the appropriate agency or body to pay any amounts that cannot be paid due to the application of the Limiting Rule. The Executive agrees that the Employer shall not have breached its obligations under this Agreement if it is not able to pay all or some portion of any payment due to the Executive as a result of the application of a Limiting Rule.

Non-Competition. Executive agrees that, during the Term, including any extension thereof, and for a period of one year thereafter following the Executive’s termination of employment, the Executive shall not, without the express written consent of the Employer, directly or indirectly, either for the Executive or for or with any other person, partnership, corporation or company, own, manage, control, participate in, consult with, render services for, permit the Executive’s name to be used or in any other manner engage in any activity which is in material and direct competition with any material investment strategy conducted by the Employer or an Affiliate at the time of the Executive’s termination of employment. For purposes of this Agreement, the term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, consultant, partner, investor, sole proprietor, agent, member, representative, independent contractor, executive, franchisor, franchisee, creditor, owner or otherwise; provided, however, that the foregoing investment limitations shall not include passive ownership of less than 1% of the stock of a publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market, so long as the Executive has no active participation in the business of such corporation

Non-Solicitation. The Executive agrees that, during the Term, including any extension thereof, and for a period of one year thereafter following the Executive’s termination of employment, the Executive shall not, without the express written consent of the Employer:

Call upon or solicit, either for the Executive or for any other person or firm that engages in material and direct competition with any material investment strategy conducted by the Employer or an Affiliate, any customer with whom the Employer or any Affiliate directly conducts business during the Term; or interfere with any relationship, contractual or otherwise, between the Employer or any Affiliate and any customer with whom the Employer or any Affiliate directly conducts business during the Term; or

Induce any person who is at the date of the Executive’s termination of employment an employee, officer or agent of the Employer or any Affiliate to terminate said relationship.

Confidential Information. The Executive will hold in a fiduciary capacity, for the benefit of the Employer and its current and future Affiliates, all trade secrets (as defined in Ohio Revised Code section 1331.61), secret or confidential information, knowledge, and data relating to the Employer and any current or future Affiliate, that shall have been obtained by the Executive in connection the Executive’s employment with the Employer and that is not public knowledge (other than by acts by the Executive or the Executive’s representatives in violation of this Agreement) (collectively, “Confidential Information”). During the Term and after termination of the Executive’s employment with the Employer, the Executive will not, without

Non-Disparagement. The parties agree that during the Term and following Executive’s termination of employment, neither the Executive nor the Employer shall make any public statements which disparage the other party, including without limitation, any director, officer or employee of the Employer or an Affiliate. Nothing in this Agreement or elsewhere is intended to prohibit either party from (i) making truthful statements (A) when required by order of a court, governmental body or regulatory body having appropriate jurisdiction or (B) when requested by a governmental or quasi-governmental agency or body, or when disclosure is protected by law; and (ii) making disclosures in the course of any proceeding described in Section 16, or in confidence to an attorney or other professional advisor for the purpose of securing professional advice.

Enforcement of Restrictive Covenants.

In the event of a breach by the Executive of any covenant set forth in Section 9(a) or (b), the term of such covenant will be extended by the period of the duration of such breach and such covenant will survive any termination of this Agreement but only for the limited period of such extension.

The restrictions on competition, solicitation, the release of Confidential Information and non-disparagement provided herein shall be in addition to any similar restrictions contained in any other agreement between the Employer and the Executive and may be enforced by the Employer and/or any successor thereto, by an action to recover payments made under this Agreement, an action for injunction, and/or an action for damages. The provisions of Sections 9(a), (b), (c) and (d) of this Agreement constitute an essential element of this Agreement, without which the Employer would not have entered into this Agreement. Notwithstanding any other remedy available to the Employer at law or at equity, the parties hereto agree that the Employer or any successor thereto, will have the right, at any and all times, to seek injunctive relief in order to enforce the terms and conditions of Sections 9(a), (b), (c) and/or (d).

If the scope of any restriction contained in Section 9(a), (b) or (c) of this Agreement is too broad to permit enforcement of such restriction to its fullest extent, then such restriction will be enforced to the maximum extent permitted by law, and the Executive hereby consents and agrees that such

Return of Property. The Executive agrees that, upon the Executive’s termination of employment, the Executive shall promptly return to Employer any keys, credit cards, passes, confidential documents or material, or other property belonging to the Employer, and the Executive shall also return all writings, files, records, correspondence, notebooks, notes and other documents and things (including any copies thereof) containing confidential information or relating to the business or proposed business of the Employer or any Affiliate or containing any Confidential Information relating to the Employer of any Affiliate, except any personal diaries, calendars, rolodexes, personal notes or correspondence and copies of documents evidencing the Executive’s personal rights and obligations. The Executive is also permitted to disclose her post employment restrictions, in confidence, to any subsequent or prospective employer.

Cooperation. The Executive agrees that during the Term and following the Executive’s termination of employment, the Executive shall be reasonably available to testify truthfully on behalf of the Employer or any Affiliate in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Employer, or any Affiliate, in all reasonable respects in any such action, suit, or proceeding, by providing information and meeting and consulting with the Board, or their representatives or counsel, or representatives or counsel to Employer, or any Affiliate, as requested; provided, however that the same does not materially interfere with the Executive’s then-current professional activities. The Executive shall be reimbursed for her out-of-pocket expenses reasonably incurred in providing such cooperation, even if she is no longer employed by the Employer at the time of such cooperation.