PZENA INVESTMENT MANAGEMENT, LLC AMENDMENT NO. 3 TO AMENDED AND RESTATED OPERATING AGREEMENT

EX-10.28 2 pzn201410kex1028.htm EXHIBIT 10.28 PZN 2014 10K EX 10.28


Exhibit 10.28


PZENA INVESTMENT MANAGEMENT, LLC

AMENDMENT NO. 3 TO AMENDED AND RESTATED OPERATING AGREEMENT


This Amendment No. 3 to the Amended and Restated Operating Agreement, dated as of October 30, 2007 and amended on March 24, 2010 and March 5, 2012 (collectively, the “Operating Agreement”) is hereby made and executed by Pzena Investment Management, Inc., as the Managing Member (the “Managing Member”) of Pzena Investment Management, LLC, a Delaware limited liability company (the “Company”) and the Class B Members of the Company listed on the signature pages hereto as of November 1, 2014. Capitalized terms used but not defined herein have the meanings given to them in the Operating Agreement.

Preliminary Statement

WHEREAS, the Managing Member has determined to amend Exhibit B to the Operating Agreement as set forth below; and

WHEREAS, pursuant to Section 11.01(a) of the Operating Agreement, terms and provisions therein may be modified or amended at any time and from time to time with the written consent of the Managing Member and a Majority in Interest of the Class B Members, subject to the limitations set forth in Section 11.01(b) thereof; and

NOW THEREFORE, pursuant to Section 11.01 of the Operating Agreement, the Operating Agreement is hereby amended as follows:

1.
Section 2.02 of Exhibit B shall be revised to add the following as paragraph (g) thereof:

“(g)    Notwithstanding anything else to the contrary in paragraphs (a) or (b) of this Section 2.02 or Section 2.01 of this Exhibit B, (i) the Company may grant Class B Unit-based awards under any of the Plans after November 1, 2014 (a “Future Plan Award”) pursuant to an award agreement between the Company and the grantee whereby the Company and the grantee agree that the first Exchange Date on which the grantee may exchange any vested Class B Units comprising or underlying any such Future Plan Award (the “Delayed Exchange Units”) shall be seven or more years after the date of grant of such Future Plan Award (the “Delayed Exchange Date”), (ii) up to all vested Delayed Exchange Units may be exchanged on the applicable Delayed Exchange Date or on any subsequent Exchange Date established by the Managing Member for the exchange of all vested Delayed Exchange Units or for exchanges of Class B Units by all Class B Members, irrespective of the 15% limitation referred to in paragraphs (a) and (b) of Section 2.02 of Exhibit B, and (iii) with respect to any Exchange Dates occurring before the Delayed Exchange Date, the Delayed Exchange Units shall not be considered held by the grantee for purposes of determining the total number of vested and unvested Units held by the grantee under Section 2.02(a)(1).

2.     Except as set forth herein, the provisions of the Operating Agreement remain in full force and effect.






This Amendment No. 3 may be executed in one or more counterparts, and each of such counterparts shall for all purposes be deemed to be an original.

IN WITNESS WHEREOF, this Amendment has been duly executed to be effective as of November 1, 2014.
 
MANAGING MEMBER:

Pzena Investment Management Inc.



By: ___________________________________
Name: Richard S. Pzena
Title: Chief Executive Officer



CLASS B MEMBERS:

RICHARD PZENA


By: Richard Pzena
 
 

THE AARON PZENA FAMILY TRUST


By: William Greenblatt, Trustee
 
 
THE MICHELE PZENA FAMILY TRUST



By: Laura Pzena, Trustee
 
 
THE ERIC PZENA FAMILY TRUST



By: Robin Pzena, Trustee
 
 
THE DANIEL PZENA FAMILY TRUST



By: Jeffrey Pzena, Trustee

 
 
JOHN GOETZ



By: John Goetz
 
 





THE RACHEL THERESA GOETZ TRUST


By: Gary Bachman, Trustee
 
 
THE CARRIE ESTHER GOETZ TRUST



By: Gary Bachman, Trustee
 
 
WILLIAM LIPSEY


By: William L. Lipsey
 
 
THE WILLIAM LIPSEY DYNASTY TRUST


By: Amy Lipsey, Trustee
 
 

MICHAEL PETERSON



By: Michael Peterson
 
 

THE MICHAEL D. PETERSON 2009 GRANTOR RETAINED ANNUITY TRUST


By: Sarah Peterson, Trustee



By: Tobi Zemsky, Trustee
 
 
THE SARAH M. PETERSON 2009 GRANTOR RETAINED ANNUITY TRUST



By: Michael Peterson, Trustee



By: Tobi Zemsky, Trustee