**Exhibit 10.8****AMENDED AND RESTATED**EMPLOYMENT AGREEMENT****FOR****RODERICK H. DILLON, JR.     This Amended and Restated Employment Agreement (“Agreement”) is entered into this 28thday of February, 2008, by and between Diamond Hill Investment Group, Inc. (hereinafter referred toas the “Employer”) and Roderick H. Dillon, Jr. (hereinafter referred to as the “Executive”).     **WHEREAS**, the Executive is currently employed as the President and ChiefExecutive Officer (“CEO”) of the Employer pursuant to the terms of that certain EmploymentAgreement, dated August 10, 2007 (“Prior Agreement”); and     **WHEREAS**, the Executive and the Employer previously agreed to amend the PriorAgreement, and wish to amend and restate the Prior Agreement for purposes of Section 409A of theInternal Revenue Code effective January 1, 2008; and     **WHEREAS**, the Executive desires to continue his employment with the Employer insuch capacity under the terms of this Agreement which shall supersede the terms of the PriorAgreement; and     **NOW, THEREFORE**, and in consideration of the mutual covenants herein containedand other valuable consideration, the receipt and adequacy of which is agreed to by the parties,the Employer and the Executive hereby mutually agree as follows:     1. **Employment and Duties**. The Employer hereby employs the Executive, and theExecutive hereby accepts continued employment with the Employer upon the terms and conditionshereinafter set forth. The Executive will continue to serve the Employer as its President and CEO.In such capacity, the Executive will report directly to the Board of Directors of the Employer(the “Board”) and have all powers, duties, and obligations as are normally associated with suchpositions. Subject to the provisions of Paragraph 5 [“Termination of Employment”], the Executivewill further perform such other duties and hold such other positions related to the business of theEmployer and its Affiliates as may from time to time be reasonably requested of him by the Board;provided that the Executive shall not be required to perform such services that involve a materialdecrease in the level of responsibility currently maintained by the Executive. For purposes ofthis Agreement, an “Affiliate” shall mean any corporation (including any non-profit corporation),general or limited partnership, limited liability company, joint venture, trust, association ororganization which is, directly or indirectly, controlled by, or under common control with, theEmployer. Except as otherwise set forth in this Agreement, the Executive will devote all of hisskills and substantially all of his time and attention to said positions and in furtherance of thebusiness and interests of the Employer and its Affiliates and will not directly or indirectlyrender any services of a business, commercial or professional nature to any person or organizationwithout the prior written consent of the Board (which consent will not be unreasonably withheld ordelayed); provided, however, that the
 

 
Executive will not be precluded from participation incommunity, civic, charitable or similar activities which do not unreasonably interfere with hisresponsibilities hereunder.     2. **Term of Employment**          a. Original Term. This Agreement will be effective upon execution byboth parties. The term of employment will begin, or be deemed to have begun, on January 1, 2006(the “Effective Date”), and to the extent the Executive’s Compensation (as defined in Section 3,below) is increased, retroactive payments will be made back to the Effective Date within 30 days ofthe execution of this Agreement. The Agreement will continue through the five-year period endingon the day before the fifth anniversary date of the Effective Date, subject, however, to priortermination or to extension, as herein provided.          b. Extension of Term. The Employer and the Executive agree that the Board willreview the Executive’s performance with the intent that, if the Executive’s performance sowarrants, the Employer may extend the term of this Agreement for additional time periods to bedetermined in the discretion of the Board and as agreed upon by the Executive. By October 1, 2010,or, in the event that this Agreement is extended as provided for in this Paragraph 2(b), withinninety (90) days preceding the end of any extension period, the Chairman of the Board (the“Chairman”) will notify the Executive of the Employer’s decision whether or not to grant anextension of this Agreement for an additional time period. In the event that the Chairman fails tonotify the Executive, on or before the date described in the preceding sentence, of the decisionregarding the extension of the term of this Agreement, the term of this Agreement willautomatically be extended for an additional one-year period.     3. **Compensation.**          a. Salary. The Executive will receive an initial annual base salaryof a minimum of $360,000, which may be increased on an annual basis, but not decreased without theExecutive’s written consent, by the Board during the term of this Agreement. In the event that theBoard increases the Executive’s initial base salary, the amount of the initial base salary,together with any increase(s) will be his base salary (hereinafter referred to as the “BaseSalary”). Following the end of each calendar year, and no later than March 15 of each year, theBoard will review the Executive’s Base Salary, and in the event that the Company has met profit andgrowth goals agreed upon between the Board and the Executive, the Base Salary will be increased bya percentage determined by the Board, based upon its review of objective information reflecting thebase salaries of executive officers of similarly sized entities in the same business as theEmployer. The Base Salary will be payable in accordance with the Employer’s regular payrollpayment practices.          b. Bonus. Each calendar year during which the Employer has in effect aperformance-based compensation plan (the “Performance Plan”) in compliance with the provisions ofSection 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive will beeligible for bonus compensation equal to a specified percentage of a bonus pool established foremployees of the Employer (the “Bonus”). Such bonus pool will be based upon the attainment ofgoals and objectives which may include average assets under management, investment advisory revenueand target operating profit margin for the relevant
 

 
calendar year. The Executive’s percentage ofthe bonus pool will be determined by the Compensation Committee of the Board, based upon hissatisfaction of certain performance criteria, including, but not limited to, investment performanceof client portfolios and his overall contribution to the investment team and to the firm. Allbonus payments to be made pursuant to this Paragraph 3(b) will be made pursuant to the terms andconditions of the Performance Plan and will be paid to the Executive in either cash or equityawards under the Employer’s Equity Incentive Plan no later than March 15th of the calendar yearfollowing the calendar year for which such bonus is payable.     4. **Fringe Benefits and Expenses.**          a Fringe Benefits. The Employer will provide the Executive with allhealth and life insurance coverages, disability programs, tax-qualified retirement plans, equitycompensation programs, paid holidays, paid vacation, perquisites, and such other fringe benefits ofemployment as the Employer may provide from time to time to actively employed senior executives ofthe Employer; and consistent with the foregoing the Executive shall be entitled to a minimum of thefollowing benefits during the term of this Agreement: (i) standard health insurance of such coverage and term as provided by the Employer to activelyemployed senior executives of the Employer;  (ii) a minimum of six (6) weeks paid vacation each year, based on current year Base Salary;  (iii) continued participation in the Employer’s 401(k) retirement savings plan;  (iv) participation in such other health, disability, insurance, pension, profit sharing or otheremployee benefit plan that the Employer may establish from time to time in which the Executive isotherwise eligible to participate.Notwithstanding any provision contained in this Agreement, the Employer may discontinue orterminate at any time any employee benefit plan, policy or program, now existing or hereafteradopted, to the extent permitted by the terms of such plan, policy or program and will not berequired to compensate the Executive for such discontinuance or termination.          b. Expenses. The Employer shall reimburse the Executive for all reasonabletravel, industry, entertainment, and out-of-pocket and miscellaneous expenses incurred by theExecutive in connection with the performance of his business activities under this Agreement inaccordance with the existing policies and procedures of the Employer pertaining to reimbursement ofsuch expenses to senior executives. In addition, the Employer agrees to reimburse the Executivefor reasonable legal expenses in connection with the review and analysis of this Agreement by anattorney selected by the Executive, in an amount not to exceed $10,000.
 

 
     5. **Termination of Employment.**     Wherever used in this Paragraph 5, the word “terminate” or “termination” shall mean a“separation from service” of the Executive from the Employer within the meaning of Section 409A ofthe Code and Treasury Regulation § 1.409A-1(h), except in the event of the Executive’s death.          a. Death of Executive. The Executive’s employment hereunder will terminate uponhis death and the Executive’s beneficiary (as designated by the Executive in writing with theEmployer prior to his death) will be entitled to the following payments and benefits:               i. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused(determined by dividing Base Salary by 365 and multiplying such amount by the number of unusedvacation days), and any business expenses that are unreimbursed—all, as of the date of terminationof employment; and               ii. any rights and benefits (if any) provided under plans and programs of the Employer, determinedin accordance with the applicable terms and provisions of such plans and programs, including butnot limited to a pro rata portion of the Bonus payment specified in Paragraph 3(b), above, and suchpayment shall be made no later than March 15th of the calendar year following the calendar year forwhich such Bonus is payable.     In the absence of a beneficiary designation by the Executive, or, if the Executive’s designatedbeneficiary does not survive him, payments and benefits described in this subparagraph will be paidto the Executive’s estate.          b. Disability. The Executive’s employment hereunder may be terminated by theEmployer upon 45 days written notice from the Employer following the determination, as set forthimmediately below, that he suffers from a Permanent Disability. For purposes of this Agreement,“Permanent Disability” means a disability that, in the opinion of the Employer, renders, or willrender, the Executive unable to perform his duties under this Agreement by reason of any medicallydeterminable impairment, which can be expected to result in death, or which has lasted or can beexpected to last, for a continuous period of at least twelve months. If the Executive disagreeswith the Employer’s decision that the Executive’s disability renders or will render him unable toperform his duties under this Agreement, such dispute shall be resolved by a panel of threephysicians: one physician to be chosen by the Employer, one physician to be chosen by theExecutive, and a third physician to be chose by the first two physicians. Each physician shallhave the opportunity to examine the Executive and the decision of a majority of the physicians onthe panel shall be binding on the Employer and the Executive, and shall be rendered within 45 daysafter the third physician is appointed to the panel. The cost of the physicians shall be paid bythe Employer. During any period that the Executive fails to perform his duties hereunder as aresult of a Permanent Disability (“Disability Period”), the Executive will continue to receive hisBase Salary at the rate then in effect for such period until his employment is terminated pursuantto this subparagraph; provided, however, that payments of Base Salary so made to the Executive willbe reduced by the sum of the amounts, if any, that were payable to the Executive at or before thetime of any such salary payment under any
 

 
disability benefit plan or plans of the Employer and thatwere not previously applied to reduce any payment of Base Salary. In the event that the Employerelects to terminate the Executive’s employment pursuant to this subparagraph, the Executive will beentitled to the following payments and benefits:               i. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused(determined by dividing Base Salary by 365 and multiplying such amount by the number of unusedvacation days), and any business expenses that are unreimbursed—all, as of the date of terminationof employment; and               ii. any rights and benefits (if any) provided under plans and programs of the Employer, determinedin accordance with the applicable terms and provisions of such plans and programs, including butnot limited to a pro rata portion of the Bonus payment specified in Paragraph 3(b), above, and suchpayment shall be made no later than March 15th of the calendar year following the calendar year forwhich such Bonus is payable.          c. Termination of Employment for Cause. The Employer may terminate theExecutive’s employment upon written notice at any time for “Cause” if such Cause is reasonablydetermined by the Board (provided the Executive does not fully cure the effect of the event givingrise to “Cause” to the Employer’s reasonable satisfaction within thirty (30) days following hisreceipt of notice of termination from the Employer). For purposes of this Agreement, the term“Cause” means that the Executive has:               i. caused the Employer or any of its Affiliates, other than pursuant to the advice of theEmployer’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 theEmployer, an Affiliate or the Board;               ii. engaged in conduct which constitutes a material violation of the established written policiesor procedures of the Employer regarding the conduct of its employees, including policies regardingsexual harassment of employees and use of illegal drugs or substances in the course of hisemployment with Employer;               iii. committed fraud, or acted with willful misconduct or gross negligence, in carrying out hisduties under this Agreement;               iv. been convicted of any crime involving moral turpitude or a violation of federal or statesecurities or investment adviser laws; or               vi. committed a breach of any material covenant, provision, term, condition, understanding orundertaking set forth in this Agreement.     In the event that the Employer terminates the Executive’s employment for Cause, the Executive willbe entitled to the following payments and benefits:                    A. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused(determined by dividing Base Salary by 365 and multiplying
 

 
such amount by the number of unusedvacation days), and any business expenses that are unreimbursed—all, as of the date of terminationof employment; and                    B. any rights and benefits (if any) provided under plans and programs of the Employer, determinedin accordance with the applicable terms and provisions of such plans and programs.          d. Termination Without Cause. The Employer may terminate the Executive’semployment for any reason upon ninety (90) days prior written notice to the Executive. If theExecutive’s employment is terminated by the Employer for any reason other than the reasons setforth in subparagraphs b or c of this Paragraph 5, subject to the applicable provisions of Section409A of the Code, the Executive will be entitled to the following payments and benefits:               i. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused(determined by dividing Base Salary by 365 and multiplying such amount by the number of unusedvacation days), and any business expenses that are unreimbursed—all, as of the date of terminationof employment;               ii. any rights and benefits (if any) provided under plans and programs of the Employer, determinedin accordance with the applicable terms and provisions of such plans and programs, including butnot limited to a pro rata portion of the Bonus payment specified in Paragraph 3(b), above, and suchpayment shall be made no later than March 15th of the calendar year following the calendar year forwhich such Bonus is payable.;               iii. a single lump sum payment, payable within 15 days following the date of termination ofemployment, equal to six (6) months of the Base Salary applicable to the Executive on the date oftermination of employment;               iv. beginning on the first day of the seventh month following the date of termination ofemployment, continuation of the Executive’s Base Salary in effect on the date of his termination ofemployment for a period of six (6) months; provided, that these payments will be made in separate,equal payments no less frequently than monthly over such six-month period; and               v. a single lump sum payment, payable within fifteen (15) days following the date of termination ofemployment, equal to the Bonus paid or payable to the Executive with respect to the most recentlycompleted fiscal year of the Employer.          e. Voluntary Termination by Executive. The Executive may resign and terminatehis employment with the Employer for any reason whatsoever upon not less than ninety (90) daysprior written notice to the Employer. In the event that the Executive terminates his employmentvoluntarily pursuant to this Paragraph 5(e), the Executive will be entitled to the followingpayments and benefits:               i. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused(determined by dividing Base Salary by 365 and multiplying
 

 
such amount by the number of unusedvacation days), and any business expenses that are unreimbursed—all, as of the date of terminationof employment; and               ii. any rights and benefits (if any) provided under plans and programs of the Employer, determinedin accordance with the applicable terms and provisions of such plans and programs.          f. Good Reason Termination. The Executive may resign and terminate hisemployment with the Employer for “Good Reason” upon not less than thirty (30) days prior writtennotice to the Employer. For purposes of this Agreement, the Executive will have “Good Reason” toterminate his employment with the Employer if any of the following events occur (provided theEmployer does not fully cure the effect of such event to the Executive’s reasonable satisfactionwithin ten (10) days following its receipt of notice of termination of employment from theExecutive):               i. the Executive’s Base Salary is reduced for any reason other than in connection with thetermination of his employment;               ii. without the Executive’s consent, the percentage assigned to the Executive of any bonus poolcreated by the Employer for its employees is less than 20%;               iii. without his consent, the Employer permanently and/or consistently assigns the Executive toduties that are materially inconsistent in any respect with his position (including, withoutlimitation, his status, office and title), authority, duties or responsibilities as set forth inParagraph 1 (but excluding any other duties related to the business of the Employer or itsAffiliates reasonably requested of him by the Board), or takes any other action that results in apermanent and/or consistent material diminution in such position, authority, duties, orresponsibilities;               iv. without his consent, the Employer changes the Executive’s reporting structure within theorganization so that the Executive no longer reports directly to the Board; or               v. the Employer breaches any material covenant, provision, term, condition, understanding orundertaking set forth in this Agreement.     In the event that the Executive terminates his employment for Good Reason pursuant to thisParagraph 5(f), subject to the applicable provisions of Section 409A of the Code, the Executivewill be entitled to the following payments and benefits:                    A. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused(determined by dividing Base Salary by 365 and multiplying such amount by the number of unusedvacation days), and any business expenses that are unreimbursed—all, as of the date of terminationof employment;                    B. any rights and benefits (if any) provided under plans and programs of the Employer, determinedin accordance with the applicable terms and provisions of such plans and programs, including butnot limited to a pro rata portion of the Bonus payment
 

 
specified in Paragraph 3(b), above, and suchpayment shall be made no later than March 15th of the calendar year following the calendar year forwhich such Bonus is payable;                    C. a single lump sum payment, payable within 15 days following the date of termination ofemployment, equal to six (6) months’ of the Base Salary applicable to the Executive on the date oftermination of employment;                    D. beginning on the first day of the seventh month following the date of termination of employment,continuation of the Executive’s Base Salary in effect on the date of his termination of employmentfor a period of six (6) months; provided, that these payments will be made in separate, equalpayments no less frequently than monthly over such six-month period; and                    E. a single lump sum payment, payable within fifteen (15) days following the date of termination ofemployment, equal to the Bonus paid or payable to the Executive with respect to the most recentlycompleted fiscal year of the Employer.          g. Failure to Extend Term of Agreement. If the Employer notifies the Executivethat the Employer will not extend the term of this Agreement under the provisions of Paragraph 2(b)hereof, the Executive’s employment under this Agreement will terminate at the end of such term andthe Executive will be entitled to the following payments and benefits:               i. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused(determined by dividing Base Salary by 365 and multiplying such amount by the number of unusedvacation days), and any business expenses that are unreimbursed – all as of the date of terminationof employment; and               ii. any rights and benefits (if any) provided under plans and programs of the Employer, determinedin accordance with the applicable terms and provisions of such plans and programs, including butnot limited to the Bonus payment specified in Paragraph 3(b), above, and such payment shall be madeno later than March 15th of the calendar year following the calendar year for which such bonus ispayable.     6. **Change In Control.**     Wherever used in this Paragraph 6, the word “terminate” or “termination” shall mean a“separation from service” of the Executive from the Employer within the meaning of Section 409A ofthe Code and Treasury Regulation § 1.409A-1(h).          a Occurrence of Change in Control. In the event that during the term of thisAgreement, a Change in Control [as defined under Section 409A of the Code and the regulationsthereunder] occurs and, within twenty-four (24) months following such Change in Control, theExecutive’s employment is terminated by the Employer or its successor for any reason other than thereasons set forth in subparagraphs b or c of Paragraph 5 or is terminated by the Executive undersubparagraph f of Paragraph 5, then in addition to any other provision of Paragraph 5 of thisAgreement and subject to the applicable provisions of Section 409A of the Code, the Employer or itssuccessor will pay to the Executive the following payments and benefits:
 

 
               i. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued butunused, (determined by dividing Base Salary by 365 and multiplying such amount by the number ofunused vacation days), and any business expenses that are unreimbursed all, as of the date oftermination of employment;               ii. any rights and benefits (if any) provided under plans and programs of the Employer, determinedin accordance with the applicable terms and provisions of such plans and programs;               iii. a single lump sum payment, payable within 30 days following the date of termination ofemployment, equal to the total annual Base Salary and Bonus paid or payable to the Executive withrespect to the most recently completed fiscal year of the Employer; and               iv. a single lump sum payment, payable within 60 days following the date of termination ofemployment, equal to twelve (12) months of the premium applicable to the Executive on the date oftermination of employment for the Executive and his family (provided the Executive had familycoverage on such date) under the Employer’s group health plan.          b. Treatment of Taxes. If payments provided under this Agreement, when combinedwith payments and benefits under all other plans and programs maintained by the Employer,constitute “excess” parachute payments as defined in Section 280G(b) of the Code, the Employer orits successor will reduce the Executive’s benefits under this Agreement and/or the other plans andprograms maintained by the Employer (in a manner to be mutually agreed upon between the Employer orits successor and the Executive) so that the Executive’s total “parachute payment” as defined inCode §280G(b)(2)(A) under this Agreement and all other plans and programs will be One Dollar ($1)less than the amount that would be an “excess parachute payment.” Treatment of taxes under thisparagraph 6(b) will be made at the time and in the manner mutually agreed to by the parties to thisAgreement. In addition, in the event of any subsequent inquiries regarding the treatment of taxpayments under this Paragraph 6, the parties will agree to the procedures to be followed in orderto deal with such inquiries.     7. **Special Timing Rules for Certain Payments**. In the event that theExecutive is a “specified employee” within the meaning of Section 409A of the Code, determinedthrough the application of the Employer’s specified employee identification procedures, anypayments made pursuant to Paragraph 5 or Paragraph 6 of this Agreement, except any payment made inthe event of the Executive’s death, that constitute deferred compensation subject to Section 409Aof the Code shall be delayed for a period of not less than six months and shall be paid on thefirst day of the seventh month following the date of the Executive’s separation from service.     8. **Nonexclusivity of Rights.** Nothing in this Agreement will prevent or limitthe Executive’s continuing or future participation in any incentive, fringe benefit, deferredcompensation, or other plan or program provided by the Employer and for which the Executive mayqualify, nor will anything herein limit or otherwise affect such rights as the Executive may haveunder any other agreements with the Employer. Amounts that are vested benefits or that theExecutive is otherwise entitled to receive under any plan or program of the Employer at or
 

 
afterthe date of termination of employment, will be payable in accordance with such plan or program.     9. **Noncompetition Covenant.** The Executive agrees that, during the term of thisAgreement, including any extension thereof, and for a period of one (1) year thereafter followinghis termination of employment, he shall not:          a. call upon or solicit, either for the Executive or for any other person or firm that engages incompetition with any business operation actively conducted by the Employer or any Affiliate duringthe term of this Agreement, any customer with whom the Employer or any Affiliate directly conductsbusiness (including, solely by way of example, intermediaries and corporations that purchasedirectly from the Employer or an Affiliate); or interfere with any relationship, contractual orotherwise, between the Employer or any Affiliate and any customer with whom the Employer or anyAffiliate directly conducts business; or          b. induce any person who is an employee, officer or agent of the Employer or any Affiliate toterminate said relationship.     Nothing in this Paragraph or this Agreement shall be interpreted to (i) limit or reduce theExecutive’s ownership rights in the Dillon Value Model (the “DVM”); (ii) prevent the Executive fromdevoting his time and attention to the revision of the DVM; or (iii) limit or preclude theExecutive from licensing the use of the DVM to any individual or entity following his terminationof employment with the Employer.     In the event of a breach by the Executive of any covenant set forth in this Paragraph 9, the termof such covenant will be extended by the period of the duration of such breach and such covenantwill survive any termination of this Agreement but only for the limited period of such extension.     The restrictions on competition provided herein shall supersede any restrictions on competitioncontained in any other agreement between the Employer and the Executive and may be enforced by theEmployer 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 this Paragraph 9constitute an essential element of this Agreement, without which the Employer would not haveentered into this Agreement. Notwithstanding any other remedy available to the Employer at law orat equity, the parties hereto agree that the Employer or any successor thereto, will have theright, at any and all times, to seek injunctive relief in order to enforce the terms and conditionsof this Paragraph 9.     If the scope of any restriction contained in this Paragraph 9 is too broad to permit enforcement ofsuch restriction to its fullest extent, then such restriction will be enforced to the maximumextent permitted by law, and the Executive hereby consents and agrees that such scope may bejudicially modified accordingly in any proceeding brought to enforce such restriction.     10. **Confidential Information.** The Executive will hold in a fiduciary capacity,for the benefit of the Employer, all secret or confidential information, knowledge, and datarelating to the Employer and its Affiliates, that shall have been obtained by the Executive duringhis employment with the Employer and that is not public knowledge (other than by acts by the
 

 
Executive or his representatives in violation of this Agreement). During and after termination ofthe Executive’s employment with the Employer, the Executive will not, without the prior writtenconsent of the Board, communicate or divulge any such information, knowledge, or data to anyoneother than the Employer or those designated by it, unless the communication of such information,knowledge or data is required pursuant to a compulsory proceeding in which the Executive’s failureto provide such information, knowledge, or data would subject the Executive to criminal or civilsanctions and then only with prior notice to the Employer.     The restrictions imposed on the release of information described in this Paragraph 10 may beenforced by the Employer and/or any successor thereto, by an action to recover payments made underthis Agreement, an action for injunction, and/or an action for damages. The provisions of thisParagraph 10 constitute an essential element of this Agreement, without which the Employer wouldnot have entered into this Agreement. Notwithstanding any other remedy available to the Employerat law or at equity, the parties hereto agree that the Employer or any successor thereto, will havethe right, at any and all times, to seek injunctive relief in order to enforce the terms andconditions of this Paragraph 10.     If the scope of any restriction contained in this Paragraph 10 is too broad to permit enforcementof such restriction to its fullest extent, then such restriction will be enforced to the maximumextent permitted by law, and the Executive hereby consents and agrees that such scope may bejudicially modified accordingly in any proceeding brought to enforce such restriction.     11. **Intellectual Property.** The Executive agrees to communicate to the Employer,promptly and fully, and to assign to the Employer all intellectual property developed or conceivedsolely by the Executive, or jointly with others, during the term of his employment, which arewithin the scope of either the Employer ’s business or an Affiliate’s business, or which utilizedEmployer materials or information. For purposes of this Agreement, “intellectual property” meansinventions, discoveries, business or technical innovations, creative or professional work product,or works of authorship. The Executive further agrees to execute all necessary papers and otherwiseto assist the Employer, at the Employer ’s sole expense, to obtain patents, copyrights or otherlegal protection as the Employer deems fit. Any such intellectual property is to be the propertyof the Employer whether or not patented, copyrighted or published. Notwithstanding any provisioncontained herein or anywhere else in the Agreement, the provisions of this Paragraph 11 shall notapply to the DVM.     12. **Assignment and Survivorship of Benefits.** The rights and obligations of theEmployer under this Agreement will inure to the benefit of, and will be binding upon, thesuccessors and assigns of the Employer, if the Employer shall at any time be merged or consolidatedinto, or with, any other company, or if substantially all of the assets of the Employer aretransferred to another company, then the provisions of this Agreement will be binding upon andinure to the benefit of the company resulting from such merger or consolidation or to which suchassets have been transferred, and this provision will apply in the event of any subsequent merger,consolidation, or transfer.     13. **Notices.** Any notice given to either party to this Agreement will be inwriting, and will be deemed to have been given when delivered personally or sent by certified mail,
 

 
postage prepaid, return receipt requested, duly addressed to the party concerned, at the addressindicated below or to such changed address as such party may subsequently give notice of:       If to Diamond Hill: Diamond Hill Investment Group, Inc.    325 John H. McConnell Blvd.    Suite 200    Columbus, Ohio 43215       If to the Executive: Roderick H. Dillon, Jr.    At the last address on file    with the Employer     14. **Indemnification.** The Executive shall be indemnified by the Employer to theextent provided in the case of officers under the Employer’s Articles of Incorporation orRegulations, to the maximum extent permitted under applicable law. The Employer shall usecommercially reasonable efforts to continue its Director and Officer Liability Insurance(*“DOL Insurance”*) under substantially similar terms and in substantially similaramounts as in existence prior to the termination of employment. The DOL Insurance shall bemaintained for at least seven (7) years from termination of employment and without limiting theforegoing, the Executive shall not be excluded from coverage under such DOL Insurance during suchperiod.     15. **Taxes.** Anything in this Agreement to the contrary notwithstanding, allpayments required to be made hereunder by the Employer to the Executive will be subject towithholding of such amounts relating to taxes as the Employer may reasonably determine that itshould withhold pursuant to any applicable law or regulations. In lieu of withholding suchamounts, in whole or in part, however, the Employer may, in its sole discretion, accept otherprovision for payment of taxes, provided that it is satisfied that all requirements of the lawaffecting its responsibilities to withhold such taxes have been satisfied.     16. **Arbitration; Enforcement of Rights.** Any controversy or claim arising outof, or relating to this Agreement, or the breach thereof, except with respect to Paragraphs 9, 10and 11, will be settled by arbitration in the city of Columbus, Ohio, in accordance with the Rulesof the American Arbitration Association, and judgment upon the award rendered by the arbitrator orarbitrators may be entered in any court having jurisdiction thereof.     All legal and other fees and expenses, including, without limitation, any arbitration expenses,incurred by the Executive in connection with seeking in good faith to obtain or enforce any rightor benefit provided for in this Agreement, or in otherwise pursuing any right or claim, will bepaid by the Employer, to the extent permitted by law, provided that the Executive is successful inwhole or in part as to such claims as the result of litigation, arbitration, or settlement.     In the event that the Employer refuses or otherwise fails to make a payment when due and isultimately decided that the Executive is entitled to such payment, such payment will be increasedto reflect an interest equivalent for the period of delay, compounded annually, equal to the primeor base lending rate used by Bank of America, and in effect as of the date the payment was firstdue.
 

 
     17. **Governing Law/Captions/Severance.** This Agreement will be construed inaccordance with, and pursuant to, the laws of the State of Ohio. The captions of this Agreementwill not be part of the provisions hereof, and will have no force or effect. The invalidity orunenforceability of any provision of this Agreement will not affect the validity or enforceabilityof any other provision of this Agreement. Except as otherwise specifically provided in thisparagraph, the failure of either party to insist in any instance on the strict performance of anyprovision of this Agreement or to exercise any right hereunder will not constitute a waiver of suchprovision or right in any other instance.     18. **Entire Agreement/Amendment.** This instrument contains the entire agreementof the parties relating to the subject matter hereof, and the parties have made no agreement,representations, or warranties relating to the subject matter of this Agreement that are not setforth herein. This Agreement may be amended only by mutual written agreement of the parties.However, by signing this Agreement, the Executive agrees without any further consideration, toconsent to any amendment necessary to avoid penalties under Code §409A.     IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.         DIAMOND HILL INVESTMENT GROUP, INC.           By:                    Its:                         Roderick H. Dillon, Jr.  
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