exv10w1






Exhibit 10.1




AMENDMENT TO EMPLOYMENT AGREEMENT




          This is an amendment to the agreement between National Investment Services, Inc. (“Company”)
and Robert J. Siefert (“Executive) dated March 31, 2008 (the Original Agreement”). Unless
otherwise set forth in this agreement, the Original Agreement shall remain fully effective, and
terms defined in the Original Agreement will have the same meaning in this Amendment.




          1. Effective January 1, 2010, Executive will perform a reduced workload and will continue as
President and Chief Investment Officer of the Company until the Company’s Board requests him to
resign one or both of such positions and to assume the position of Managing Director or another
commensurate position. Executive will be permitted to perform part-time work for others, provided
the work is approved by the Board in advance. So long as the work does not interfere with
Executive’s performance of duties hereunder and is not injurious to the Company or its affiliates,
the Board’s consent will not be unreasonably withheld.




          2. The Term of Executive’s employment will extend until June 30, 2013 and will expire on that
date unless further extended by the parties hereto. In the event of Executive’s termination prior
to that date in accordance with section 5.2 of the Original Agreement, Executive shall be entitled
to the balance of the Base Salary that would have been paid to Executive through the end of the
Term — June 30, 2013.




          3. Executive’s Base Salary shall be $150,000 per year commencing January 1, 2010, and shall
be $50,000 for the six month period ending June 30, 2013. Executive will also be eligible for the
Company’s standard marketing compensation, provided any prospects are approved in advance.
Marketing compensation will be payable for a period of three years following commencement as to a
given piece of business, in the event Executive’s employment continues through June 30, 2013, and
less than three years’ compensation has been paid at that time.




          4. Section 6.4 of the Original Agreement shall apply upon Executive’s termination of
employment for the period following such termination through April 1, 2013. If Executive’s
employment terminates prior to that date, the following provisions will apply after April 1, 2013
and for any termination on or after April 1, 2013, section 6.4 of the Original Agreement will not
apply and the following provisions will apply.





          A. Nonsolicitation of Clients and Prospects. Executive acknowledges that Executive
will, during the course of Executive’s employment with the Company, obtain or acquire knowledge
of Proprietary Information, which knowledge may, in the event Executive were to become employed
by or associated with a Competing Business, provide invaluable benefits to such Competing
Business and may cause irreparable harm to the Company. To protect this and other legitimate
business interests of the Company, Executive agrees that during the Term and for a period of 18
months following the expiration or termination of the Term, Executive shall not directly or
indirectly:




               1. solicit or invest in, own, manage, operate, finance, control or participate in the
ownership, management, operations, financing or control of, render services or advice to, or



 









 







otherwise assist any person or entity (except the Company or any Subsidiary) who or which
solicits for a Competing Business the business of any person or entity who or which is a Client
(or any successor thereto) or a prospective customer or client of the Company or any Subsidiary
or to which the Company or any Subsidiary have made Substantial Sales Efforts in the 18 month
period prior to the expiration or termination of the Term; provided, however, that the foregoing
shall not prohibit Executive from purchasing or otherwise acquiring, and holding, any class of
securities of any enterprise (as a passive investment and without otherwise participating in the
activities of such enterprise) if such securities are listed on any national securities exchange
or have been registered under Section 12(g) of the Securities Exchange Act and represent less
than five percent (5%) in value of the outstanding securities of such enterprise; or




               2. otherwise induce or attempt to induce (or assist any other person or entity in inducing)
any Client to cease doing business with the Company (or any Subsidiary), or in any way interfere
with the relationship between any Client and the Company or any Subsidiary.




               For purposes hereof:




               (a)“Substantial Sales Efforts” means marketing or sales activities undertaken on behalf of
the Company or any Subsidiary in an effort to secure foreseeable business opportunities with a
prospective customer, provided that such efforts (1) enjoy a reasonable prospect of success and
(2) include either (A) multiple in person, written or email communications or (B) the preparation
of a quotation or proposal made in connection with an on site visit.




               (b)“Competing Business” means any business, enterprise, employment, or investment management
or advisory service (whether as sub-adviser, adviser or otherwise) that competes in any
Designated Field with the Company or any Subsidiary (or any successor thereto) in their business
of providing asset management, investment advisory and related services.




               (c)“Designated Field” means the provision of discretionary, non-discretionary or other
portfolio management or investment advisory services (whether as adviser, subadviser, or
otherwise, and whether in the form of model portfolios, discretionary management or otherwise)
with respect to any account, fund, pooled investment vehicle or other product or service (whether
registered or exempt from registration under the Investment Company Act of 1940, as amended).




               (d)“Subsidiary” means any entity that, directly or indirectly through one or more
intermediaries, is controlled by the Company and the term “control” (including the terms
“controlled by” and “under common control with”) means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of such entity, whether
through owners of voting securities, by contract or otherwise.




               (e)“Client” means each of the investment advisory, advisory or subadvisory clients
(including, without limitation, SMA Account clients and the ERISA clients) of the Company and
Subsidiaries. Without limiting the foregoing, “Client” shall also include wrap program sponsors
and any other person or entity considered to be a “client” of



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the Company or any Subsidiary as that term is defined in the Investment Advisors Act of
1940, as amended.




          B. Nonsolicitation of Employees. Executive agrees that during the Term and for a
period of 18 months following the expiration or termination of the Term, Executive shall not
solicit, hire, employ or otherwise engage (or assist any other person or entity in soliciting,
hiring, employing or otherwise engaging) as an employee, independent contractor, consultant or
otherwise, any employee of the Company or any Subsidiary, or induce or assist any other person or
entity in inducing any employee of the Company or any Subsidiary to terminate his/her employment
with, or otherwise cease his/her relationship with the Company or any Subsidiary; provided,
however, that such obligation shall not prohibit advertisements of a general nature which are not
targeted to the Company’s or Subsidiary’s employees.




          C. Permitted Activities. Notwithstanding anything to the contrary set forth in
Sections 4.A and 4.B, in no event shall Executive be deemed to be restricted from (a) providing
investment advisory services to individual members of Executive’s immediate family (including
trusts of which they are the sole beneficiaries) for which no advisory fee is paid; (b) acting as
trustee for trusts, and providing investment advisory services to not-for-profit clients for
which no advisory fee is paid; (c) taking on charitable and non-profit endeavors and teaching
positions and writing and publishing books and/or journal articles; and (d) attending conferences
and participating in panel discussions on investment advisory services.


5. Notices shall be sent as follows:



If to Executive, to the last address for the Executive on the books and records of the Company:



If to the Company, to:



National Investment Services, Inc.

777 East Wisconsin Avenue, Suite 2350

Milwaukee, WI 53202

Attention: Chief Executive Officer

Facsimile: (414) 765-1999




     IN WITNESS WHEREOF, this Agreement has been duly executed as of the 11th day of November,
2009.



	 	 	 	 	 
	 	National Investment Services, Inc.

 	 
	 	By:  	/s/ Robert Kelly
 	 
	 	 	Its:CEO 	 
	 	 	 	 
	 
	 	Executive:

 	 
	 	/s/ Robert Siefert
 	 
	 	Name:  	Robert J. Siefert 	 
	 	 	 
	 




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