AMENDMENT TO TAX RECEIVABLE AGREEMENT
Exhibit 10.26
AMENDMENT TO TAX RECEIVABLE AGREEMENT
This Amendment to the Tax Receivable Agreement dated as of October 30, 2007 (the “Agreement”), is hereby entered into by and among Pzena Investment Management, Inc., a Delaware corporation (the “Corporation”), Pzena Investment Management, LLC, a Delaware limited liability company (“PIM”) and each of the undersigned parties hereto identified as the “Members” Capitalized terms used but not defined herein have the meanings set forth in the Agreement.
Preliminary Statement
WHEREAS, the Corporation, PIM and certain Members wish to amend the Agreement to clarify certain tax benefits payment provisions therein (this “Amendment”);
WHEREAS, pursuant to Section 7.06 of the Agreement, provisions therein may generally be modified or amended by written consent;
WHEREAS, Section 7.13 of the Agreement states that the Agreement shall be treated as part of the Pzena Investment Management, LLC Amended and Restated Operating Agreement, as further amended; and
WHEREAS, pursuant to Section 11.01(a) of the Operating Agreement, terms and provisions therein may generally be modified or amended at any time and from time to time by written consent.
NOW THEREFORE, pursuant to the above referenced sections, the Tax Receivable Agreement is amended as follows:
1. | Section 3.03 “Pro Rata Payments” shall be replaced in its entirety by the following: |
“For the avoidance of doubt, to the extent that (i) the Corporation’s deductions with respect to any Basis Adjustment is limited in a particular Taxable Year or (ii) the Corporation lacks sufficient funds to satisfy or is prevented under any credit agreement or other agreement from satisfying its obligations to make all Tax Benefit Payments due in a particular Taxable year, the limitation on the deduction, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Applicable member as PIM may determine in its sole discretion, and in a manner that it considers to be equitable to all Continuing and Exiting Members.”
2. | Except as set forth herein, the provisions of the Agreement remain in full force and effect. |
This Amendment 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 December 31, 2012.
Pzena Investment Management, Inc.,
The Corporation
By: Richard S. Pzena, Chief Executive Officer |
Pzena Investment Management, LLC,
PIM
By: Richard S. Pzena, Chief Executive Officer |
MEMBERS
The Aaron Pzena Family Trust | Bill Andolfi | |
Joan Berger | Rakesh Bordia | |
Caroline Cai | The Carrie Esther Goetz Trust | |
Kevin Clegg | Steven M. Coffey | |
The Daniel Pzena Family Trust | Antonio DeSpirito | |
Jessica Doran | The Eric Pzena Family Trust | |
Evan Fire | Allison Fisch |
John Flynn | Evan Fox | |
John P. Goetz | Fitzgerald S. Haney | |
Michel V. Hanigan | Lawrence Kohn | |
Keith Komar | James Krebs | |
William L. Lipsey | LJK Trust I | |
Lauren Lopes | Brian Mann | |
The Michael D. Peterson 2009 Grantor Retained Annuity Trust | Valerie R. Mignone |
T.V.R. Murti | Nicholas Padgen | |
Wayne Palladino | Michael D. Peterson | |
Jacques Pompy | Richard S. Pzena | |
Eli Rabinowich | The Rachel Theresa Goetz Trust | |
Lisa Roth | The Sarah M. Peterson 2009 Grantor | |
Retained Annuity Trust | ||
Ben Silver | Manoj Tandon | |
Franco Tapia | The William Lipsey Dynasty Trust |
David Y. Zhao | 1997 Joel Greenblatt Retained Annuity Trust | |
The ACJF Trust | America Media Consultants | |
Gary & Sharon Curhan | Joel Greenblatt | |
Robert Goldstein | Joel Greenblatt for Jordan Greenblatt | |
Joel Greenblatt for Jonathan Greenblatt | Joel Greenblatt for Melissa Greenblatt | |
Joel Greenblatt for Matthew Greenblatt | Edward B. Grier III | |
Joel Greenblatt for Rebecca Greenblatt | Amelia C. Jones Feinberg | |
Joel M. Greenblatt 2002 Blithe GRAT | Milestone Associates, LLC |
The Michele Pzena Family Trust | Piping Brook, LLC | |
Bruce Newberg | Gary Warren | |
Sobie Investments |