Exhibit 10.1


 


EXECUTION COPY


 


SEVERANCE
RIGHTS AGREEMENT


 


THIS
AGREEMENT, dated as of the Effective Date specified below (this “Agreement”) by
and between Janus Management Holdings Corporation, a Delaware corporation (the
“Company”), and Jonathan D. Coleman (the “Executive”), is effective this 1st
day of January, 2009.


 


WHEREAS,
Executive currently serves as the Co-Chief Investment Officer (“Co-CIO”) and a
Portfolio Manager (“PM”) of the Company and has been employed by the Company
since July 1994;


 


WHEREAS,
the Employment Agreement between the Company and Executive dated January 1,
2007 shall expire on December 31, 2008 (the “Employment Agreement”); and


 


WHEREAS,
the Company and Executive wish to enter into this Severance Rights Agreement to
supersede the Employment Agreement upon its expiration, and to reflect
changes required to comply with Section 409A of the Internal Revenue Code
and the regulations and guidance promulgated thereunder (“Code Section 409A”); and


 


WHEREAS,
the terms and conditions of Executive’s compensation in his roles as Co-CIO and
PM after the Effective Date shall be governed by: (a) the portfolio
manager (“PM”) compensation program then in effect (the “PM Compensation”); (b) the
criteria specified in writing for Executive’s performance of and compensation
for the CIO or Co-CIO role, as established by the Chief Executive Officer and
the Compensation Committee of Janus Capital Group Inc. (“JCG”) following
consultation with Executive, at the beginning of each year (the “CIO
Compensation”), and (c) in the event of a change in control, that certain
Change in Control Agreement between the Company and Executive dated as of January 1,
2007 (“Executive Change in Control Agreement”);


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Executive and the Company agree as
follows:


 


1.                                       Effective Date; Term of Agreement.  The
“Effective Date” shall mean January 1, 2009.  As of the Effective Date, this Agreement
shall supersede the Employment Agreement and any and all prior understandings
and agreements concerning Executive’s employment with the Company except those
specifically referenced as continuing herein including the continuation of the
Executive Change in Control Agreement in accordance with its terms.  The term of this Agreement shall
commence on the Effective Date and continue until December 31, 2009
(“Term”); provided, however, that commencing on January 1,
2010 and each January 1st thereafter, the Term shall automatically be
extended for one additional year unless at least ninety (90) days prior to such
January 1st date, the Company or Executive shall have given notice that it
or he does not wish to extend this Agreement. 
If the Company elects to give notice not to extend the Term pursuant to
this Section 1, then, contemporaneously with such non-renewal notice, the
Company shall offer to Executive severance rights that are no less favorable to
Executive than the 


 

















 


form of severance rights then generally in
effect between the Company and its PMs, which severance rights shall become
effective immediately upon the expiration of the Term. For the avoidance of
doubt, Executive shall not be entitled to severance payments or benefits by
reason of the Company electing not to renew the Term.


 


2.                                       Termination of Employment.


 


(a)                                  Death or Disability. 
Executive’s employment shall terminate automatically upon Executive’s
death.  If the Company determines in good
faith that a Disability of Executive has occurred while Executive is an
employee of the Company (pursuant to the definition of Disability within the
meaning of Code Section 409A),
it may provide to Executive written notice in accordance with Paragraph 12(b) of
this Agreement of its intention to terminate Executive’s employment.  In such event, Executive’s employment with
the Company shall terminate effective on the 90th day after receipt of such
notice by Executive (the “Disability Effective Date”), provided that, within
the 90 days after the receipt of such notice, Executive shall not have returned
to full-time performance of Executive’s duties. 
Notwithstanding any other provision of this Agreement, the Company’s appointment
of an interim CIO, Co-CIO or PM during any period during which the Company
determines in its reasonable discretion that Executive is unable because of
mental or physical illness to perform the Co-CIOs’ duties or to manage the
investment portfolio(s) then managed by Executive shall not constitute
Good Reason for purposes of this Agreement.


 


(b)                                 Cause.  The Company may terminate
Executive’s employment with or without Cause. 
For purposes of this Agreement, “Cause” shall mean:


 


(i)                                     the willful and
continued failure by Executive to substantially perform Executive’s duties with
the Company (other than any such failure resulting from Executive’s incapacity
due to physical or mental illness) that has not been cured within 30 days after
the Company delivers to Executive a written demand for substantial performance,
which demand specifically identifies the manner in which the Company believes
that Executive has not substantially performed Executive’s duties;


 


(ii)                                  Executive’s willful
engagement in conduct which is demonstrably and materially injurious to the
Company, monetarily or otherwise;


 


(iii)                               Executive’s material
breach of any material provision of this Agreement (including without
limitation the covenants set forth in Section 10 below) that has not been
cured within 30 days after a written demand for substantial performance is
delivered to Executive, which demand specifically identifies the manner in
which the Company believes that Executive has materially breached any material
provision of this Agreement; or


 


(iv)                              Executive’s conviction of
a felony (other than a traffic related felony) or a guilty or nolo contendere
plea by Executive with respect thereto.


 


(c)                                  Executive’s
termination of employment shall
not be deemed to be for Cause unless and until Executive has received a copy of
a resolution duly adopted by the 


 


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affirmative vote of not less than two-thirds of the entire membership
of the JCG Board at a meeting of the JCG Board called and held for such purpose
(after Executive is provided with reasonable notice to Executive and Executive
is given an opportunity, together with counsel, to be heard before the JCG
Board), finding that, in the good faith opinion of the JCG Board, Executive is
guilty of the conduct described in the definition of Cause, and specifying the
particulars thereof in detail.  For
purposes of clauses (i) and (ii) of the preceding definition, no act,
or failure to act, on Executive’s part shall be deemed “willful” unless
done, or omitted to be done, by Executive not in good faith and without
reasonable belief that Executive’s act, or failure to act, was in the best
interest of the Company.  Any act, or
failure to act, based upon express written authority by the JCG Board or the CEO
with respect to such act or omission or based upon the advice of counsel for
the Company shall be conclusively presumed to be done, or omitted to be done,
by Executive in good faith and in the best interests of the Company.


 


(d)                                 Good Reason.  Executive may terminate his
employment for Good Reason and such a termination shall be treated as a
termination “Without Cause.”  For
purposes of this Agreement, “Good Reason” shall mean in the absence of a
written consent of Executive:


 


(i)                                     the involuntary removal of Executive by the
Company from Executive’s position as CIO or Co-CIO, provided that Executive
provides written notice of his
intent to treat such removal as Good Reason in accordance with Section 3(b);


 


(ii)                                  a
material and non-temporary reduction in Executive’s authority or duties that
changes the fundamental character of Executive’s job to such an extent as to
constitute a de facto demotion, or actual demotion, including the reassignment
of Executive to a role that is inconsistent with Executive’s responsibilities
as a PM or Co-CIO that materially and negatively alters Executive’s status as
PM or Co-CIO, but excluding for this purpose: (A) the mere appointment of
another Co-CIO; (B) any assignment of Executive to a mutual fund or
portfolio with a smaller amount of assets under management that may result in
reduced compensation, so long as Executive remains as a PM; (C) any action
not taken in bad faith and that is remedied by the Company within 30 days after
receipt of written notice of the material reduction in Executive’s authority or
duties given by Executive as provided in Section 3(b) below; (D) any
mere change of JCG’s, Janus Capital Management LLC’s (“JCM”) or the Company’s
organizational chart; (E) any mere change in title so long as the
fundamental character of Executive’s job is not changed to such an extent as to
constitute a de facto demotion; and (F) the mere fact that JCG’s stock
ceases to be publicly traded;


 


(iii)                               the relocation of
Executive’s principal place of employment to a location more than 40 miles from
Executive’s current principal place of employment in a manner that results in a material negative change to the
geographic location within which Executive primarily performs his services to
the Company;


 


(iv)                              prior to a “change in
control” (as defined in the Executive Change in Control Agreement), a
material negative change to the then-current methodology used to calculate
Executive’s PM Compensation or CIO Compensation;


 


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(v)                                 prior to a “change
in control” (as defined in the Executive Change in Control Agreement), a
reduction in Executive’s then-current annual base salary;


 


(vi)                              the Company’s failure to
cure, within 30 days, a material failure to pay or provide to Executive any sum
or benefit specified by or due under this Agreement or The Executive Change in
Control Agreement;


 


(vii)                           removal from Executive
Committee (other than in connection with Executive’s removal from the role of
CIO or Co-CIO); or


 


(viii)                        non-renewal of the Executive
Change in Control Agreement other than in connection with the termination or
non-renewal of the Executive Change in Control Agreement for other members of
the Company’s Executive Committee (the “Peer Executives”).


 


Executive’s mental or physical incapacity following the occurrence of
an event described above in clause (i) through (viii) shall not
affect Executive’s ability to terminate employment for Good Reason.


 


3.                                       Termination Procedures.


 


(a)                                  Sunset on Right to Terminate for Good Reason.  If
circumstances arise giving Executive the right to terminate this Agreement for
Good Reason, Executive shall within 90 days after Executive knew or should have
known of such circumstances notify the Company in writing of the existence of
such circumstances, and the Company shall have an additional 30 days within
which to investigate and remedy the circumstances, after such 30-day period
Executive shall have an additional 60 days within which to exercise the right
to terminate for Good Reason.  If
Executive does not timely do so, the right to terminate for Good Reason shall
lapse and be deemed waived, and Executive shall not thereafter have the right
to terminate for Good Reason unless further circumstances occur giving rise
independently to a right to terminate for Good Reason, in which case the
provisions of this Paragraph 3(a) shall once again apply, but in which
case no consideration shall be given to other, prior circumstances that
precipitated a notice by Executive of a purported right to terminate for Good
Reason. The 90- and 60-day periods specified above for Executive to give
notice or exercise Executive’s right to terminate for Good Reason,
respectively, shall be tolled for any period not exceeding 90 days in the
aggregate during which a properly qualified physician certifies that a
Disability of Executive has occurred resulting in him being medically
incapacitated from performing Executive’s duties hereunder.


 


(b)                                 Notice of Termination.  Any
termination by the Company for Cause, or by Executive for Good Reason, shall be
communicated by Notice of Termination to the other party hereto given in
accordance with Paragraph 12(b) of this Agreement.  For purposes of this Agreement, a “Notice of
Termination” means a written notice which: (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of Executive’s employment under the
provision so indicated, and (iii) if the Date of Termination (as defined
below) is other than the date of receipt of such notice, specifies the
termination date (which date shall be not more than thirty days after the
giving of such notice).  The failure by 


 


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Executive
or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not
constitute a waiver of any right of Executive or the Company, respectively,
hereunder or preclude Executive or the Company, respectively, from asserting
such fact or circumstance in enforcing Executive’s or the Company’s rights
hereunder.


 


(c)                                  Date of Termination. 
“Date of Termination” means (i) if Executive’s employment is
terminated by the Company for Cause or by Executive for Good Reason, the date
of receipt of the Notice of Termination or any later date specified therein
within 30 days of such notice, as the case may be, (ii) if Executive’s
employment is terminated by the Company other than for Cause or Disability, the
Date of Termination shall be the date on which the Company notifies Executive
of such termination, (iii) if Executive’s employment is terminated by
Executive other than for Good Reason, the Date of Termination shall be the date
specified by Executive in writing to the Company, and (iv) if Executive’s
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of Executive or the Disability Effective
Date, as the case may be.


 


4.                                       Obligations of the Company upon Termination
of Employment.


 


(a)                                  Accrued Obligations. 
Subject to the terms of Paragraph 5 herein, upon any termination of
Executive’s employment, the Company shall pay to Executive, the “Accrued
Obligations,” which shall be the sum
of:


 


(i)                                     Executive’s then-current annual base salary,
to the extent not already paid, through the Date of Termination which shall be
paid to Executive in accordance with the Company’s normal payroll practices;
and


 


(ii)                                  any fully earned and vested but as-yet unpaid CIO Compensation and PM Compensation through the Date
of Termination.


 


(b)                                 Death
or Disability. Subject to the terms
of Paragraph 5 herein, if, Executive’s employment is terminated by
reason of Executive’s death or Disability, the Company will pay to Executive or
Executive’s estate or beneficiaries (as applicable) the full amount of any
Accrued Obligations and an amount equal
to Executive’s total cash compensation (Executive’s annual base salary, CIO
Compensation and PM Compensation but excluding any portion related to long-term
incentive awards) earned in the four (4) full calendar quarters
immediately prior to the date of death or Disability, as the case may be, with
such payment to be made within thirty (30) days of the Date of Termination.


 


(c)                                  Termination
by Company Without Cause
or by Executive for Good Reason.  If
the Company terminates Executive’s employment without Cause or Executive
resigns Executive’s employment for Good Reason, then, conditioned upon
Executive’s execution (and non-revocation) of a Non-Solicitation Legal Release within fifty-five days following
Executive’s termination of employment and
subject to the terms of Paragraph 5 herein, the Company will:


 


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(i)                                     pay
Executive, in a lump sum within 14 business days following the Release Date, an
amount equal to one times Executive’s total average annual cash compensation
(Executive’s annual base salary, CIO Compensation and PM Compensation but
excluding any portion related to long-term incentive awards) paid or payable to Executive in connection
with his last two four-quarter periods immediately prior to the Date of
Termination.  The annual base salary
component of Executive’s severance payment shall equal the greater of the
Executive’s annual base salary for the year of the Date of Termination or that
for the year preceding the year of the Date of Termination;


 


(ii)                                  make
available to Executive three (3) months of outplacement services at no
cost to Executive through a provider of such services selected by the Company
to be used by Executive at any time during the applicable non-solicitation
restriction period;


 


(iii)                               arrange
to provide Executive and Executive’s dependents with medical, dental and vision
insurance benefits substantially similar to those provided to Executive and
Executive’s dependents immediately prior to the Date of Termination; provided
that benefits otherwise receivable under this paragraph will be reduced to the
extent benefits of the same type are received by or made available to Executive
during the twelve (12) month period following Executive’s Date of Termination
of employment (which such benefits Executive undertakes to promptly report to
the Company); and provided further that any such health insurance benefits
shall run concurrently with and will be offset against any continuation
coverage under Part 6 of Title I of Employee Retirement Income Security
Act of 1974, as amended.  The amount of
the benefits provided pursuant to this Section 4(c)(iii) during any
calendar year may not affect benefits provided in any other calendar year; and


 


(iv)                              make
available to Executive the
rights set forth in Section 4(f) of this Agreement, subject to all
the requirements set forth in Section 4(f), including but not limited to,
Executive being in “good standing” and signing the Non-Compete Release (defined
below).


 


(d)                                 Change
in Control.  Executive’s rights and the Company’s obligations to make any
compensation or severance payments after a change in control of JCG shall be
provided for and subject to the terms of the Executive Change in Control
Agreement entered into by Executive and the Company, and such Executive Change
in Control Agreement shall supersede any conflicting terms or agreements.  To the extent that severance benefits
become payable under the Executive Change in Control Agreement, no severance
benefits will be payable pursuant to this Agreement.


 


(e)                                  Cause.  If Executive’s
employment shall be terminated for Cause during the Term, this Agreement shall
terminate without further obligations to Executive other than the obligation to
pay to Executive the Accrued Obligations to the extent theretofore unpaid.


 


(f)                                    Voluntary
Departure by Executive (Not for Good Reason) with Non-Compete Obligations.  If Executive voluntarily decides to end his
employment with the Company (not for Good Reason under Section 2(d)) and
is in “good standing,” then, conditioned upon Executive’s execution (and
non-revocation) of a two-year non-compete including the terms set forth in the
Non-Solicitation Legal Release substantially in the form attached as Exhibit B



 


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(collectively, the “Non-Compete Release”), all unvested equity
long-term incentive awards granted to Executive on or after December 30,
2004 (“equity long-term incentive awards” shall include without
limitation unvested shares of Janus restricted stock, unvested options to
purchase Janus stock, and awards consisting of unvested mutual fund share
investment units) will continue to vest and/or be paid, as applicable, in accordance
with the original vesting schedule provided for in the applicable award
agreement, and any stock options will, from and after such vesting, remain
exercisable for the remainder of their respective terms, subject to compliance
with the terms of the above Non-Compete Release and as limited by the terms of
the agreement(s), certificate(s) and/or incentive plans underlying each
such grants; provided however, any vesting events scheduled to occur for the
applicable long-term incentive awards during the two-year, non-compete period
will not be delivered or transferred to Executive until the expiration of such
two year period and Executive’s satisfactory compliance with the Non-Compete
Release, subject to applicable tax withholding obligations of the Janus
Entities.  The Company may elect in its
sole discretion to accelerate the vesting of any unvested equity award granted
to Executive after the two-year, non-compete period but prior to the completion
of its original vesting schedule.  For
purposes of this subsection, “good standing” shall mean
that the CEO has approved the continuation of vesting and has certified that
Executive has not engaged in any conduct, action or omission that would
constitute grounds for terminating Executive’s employment for Cause.


 


(g)                                 No
Accumulation of Benefits.  Except for
the Accrued Obligations set forth below, Executive’s right to severance and/or
welfare benefits under any subsection of this Agreement cannot be cumulated
with any right to severance or welfare benefits arising under any other
subsections of this Agreement.  Accordingly, the Parties agree that Executive
shall only be entitled to severance benefits under only one subsection of this
Agreement in connection with any event of termination or change in duties.


 


(h)                                 Excise
Tax.  Notwithstanding any other
language to the contrary in this Agreement or in this Section 4, the
Company shall not be obligated to pay and shall not pay that portion of any
payment or distribution in the nature of compensation within the meaning of Section 280G(b)(2) of
the Internal Revenue Code to the benefit of Executive otherwise due or payable
Executive under this Agreement if that portion would cause any excise tax
imposed by Section 4999 of the Internal Revenue Code to become due and
payable by Executive.


 


5.                                       Potential
Six-Month Delay.  Notwithstanding
anything contained herein to the contrary, Executive shall not be considered to
have terminated employment with the Company for purposes of Section 3
hereof unless he would be considered to have incurred a “separation from
service” from the Company within the meaning of Section 409A of the
Internal Revenue Code.  If current or
future regulations or guidance from the Internal Revenue Service dictates, or
the Company’s counsel determines that, any payments or benefits due to
Executive hereunder would cause the application of an accelerated or additional
tax under Section 409A of the Internal Revenue Code, then amounts that
would otherwise be payable and benefits that would otherwise be provided pursuant
to this Agreement during the six-month period immediately following Executive’s
Date of Termination shall instead be paid on the first business day after the
date that is six months following Executive’s Date of Termination (or death, if
earlier).


 


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6.                                        Removal as CIO but Remain as Portfolio
Manager. Subject to
the rights and restrictions under a termination for “Good Reason” as defined in
Sections 2(d) and 4(c) above, at any time during the Term, the
Company may for any reason remove Executive from Executive’s CIO or Co-CIO
title and duties and direct that Executive return to the role of a PM.  If the Company elects to remove Executive
from Executive’s CIO or Co-CIO title and duties pursuant to this Section 6
and Executive remains a PM without making an election under Section 2(d),
then the Company shall pay Executive, after year-end in accordance with and at
the same time as payment of bonus and long-term incentive (“LTI”) compensation
to other Peer Executives, a pro rata amount of the mid-range of Executive’s
then-current target CIO Compensation for the period of time during the year of
removal that Executive served as CIO or Co-CIO. 
In the event the Executive does not have an established target for CIO
Compensation, then the Company shall pay Executive, consistent with the
preceding sentence, a pro rata amount based on the CIO Compensation paid to
Executive in the four calendar quarters immediately prior to his removal as CIO
or Co-CIO.


 


7.                                        Removal as Portfolio Manager but Remain a CIO. 
Subject to the rights and restrictions under a termination for “Good
Reason” as defined in Sections 2(d) and 4(c) above, at any time
during the Term, the Company may for any reason discontinue Executive’s
services as a PM and request that Executive thereafter continue to perform only
the duties of CIO or Co-CIO, in which case Executive shall be entitled to
receive PM Compensation earned through the effective date of Executive’s
relinquishment of Executive’s responsibilities as PM, including any LTI
compensation component of such earned PM Compensation (with such LTI
compensation being granted consistent with and at the same time as LTI
compensation awards to other PMs).


 


8.                                        Non-exclusivity of Rights. 
Except as otherwise specifically provided in this Agreement, nothing in
this Agreement shall prevent or limit Executive’s continuing or future
participation in any plan, program, policy or practice provided by the Company
for which Executive may qualify, nor shall anything herein limit or otherwise
negatively affect such rights as Executive may have under any contract or
agreement with the Company or any of its affiliated companies.  Notwithstanding any other provision of this
Agreement, Executive shall not be entitled to receive any payments or benefits
under any severance program other than those which are described and
anticipated under this Agreement or under the Executive Change in Control
Agreement.


 


9.                                        Full Settlement.  The
Company’s obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall be subject to any lawful
indebtedness owed by Executive to the Company. 
In no event shall Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to Executive
under any of the provisions of this Agreement and, such amounts shall not be
reduced whether or not Executive obtains other employment.


 


10.                                  Restrictive Covenants.


 


(a)                                  Executive acknowledges that Executive’s
employment as a senior officer of the Company and JCM creates a relationship of
confidence and trust between Executive and the 


 


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Company
and its Affiliates (as defined below) (collectively “Janus Entities,”
individually, a “Janus Entity”) with respect to confidential and
proprietary information applicable to the business of the Janus Entities and
their clients.  Executive further
acknowledges the highly competitive nature of the business of the Janus
Entities.  Accordingly, it is agreed that
the restrictions contained in this Agreement are reasonable and necessary for
the protection of the interests of the Janus Entities and that any violation of
these restrictions would cause substantial and irreparable injury to the Janus
Entities.


 


(b)                             Protection of Confidential Information.


 


(i)                                  Definition of
Confidential Information.  “Confidential Information” means all
information (whether in paper or electronic form, contained in Executive’s
memory, or otherwise stored or recorded) relating to or arising from a Janus
Entity’s business operations, plans, products, strategies, employees, clients,
relationships, or compensation programs, including, without limitation, trade
secrets used, developed or acquired by a Janus Entity in connection with its
business.  “Confidential Information”
does not include information that is in the public domain through no wrongful
act on the part of Executive, nor does it include information, knowledge and
know-how already within Executive’s possession or memory before Executive’s employment
with a Janus Entity or one of its predecessors.


 


(ii)                               Executive’s Use of Confidential Information. 
Except in connection with and in furtherance of Executive’s work on a
Janus Entity’s behalf, Executive shall not, without the Company’s prior written
consent, at any time, directly or indirectly: (a) use any Confidential
Information for any purpose; or (b) disclose or otherwise communicate any
Confidential Information to any person or entity.


 


(iii)                            Records Containing Confidential Information.  “Confidential
Records” means all documents and other records, whether in paper,
electronic or other form, that contain or reflect any Confidential
Information.  All Confidential Records
prepared by or provided to Executive are and shall remain the Janus Entities’
property.  Except in connection with and
in furtherance of Executive’s work on a Janus Entity’s behalf or with a Janus
Entity’s prior written consent, Executive shall not, at any time, directly or
indirectly: (a) copy or use any Confidential Record for any purpose; or (b) show,
give, sell, disclose or otherwise communicate any Confidential Record or the
contents of any Confidential Record to any person or entity.  Upon the termination of Executive’s
employment with the Company, or upon a Janus Entity’s request, Executive shall
immediately deliver to the Company or its designee (and shall not keep in
Executive’s possession or deliver to any other person or entity) all
Confidential Records and all other Janus Entity property in Executive’s
possession or control.


 


(c)                                     Noninterference Covenants. 
During Executive’s employment
with the Company, and for a period of one year following the Date of
Termination for any reason, Executive shall not (nor shall Executive cause,
encourage or provide assistance to, anyone else to):


 


(i)                                  interfere with any relationship which may
exist from time to time between a Janus Entity and any of its employees,
consultants, agents or representatives; or


 


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(ii)                               employ or otherwise engage, or attempt to
employ or otherwise engage, in or on behalf of any Competitive Business, any
person who is employed or engaged as an employee, consultant, agent or
representative of a Janus Entity, or any person who was employed or engaged as
an employee, consultant, agent or representative of a Janus Entity within the
six month period immediately preceding the Date of Termination; or


 


(iii)                            solicit directly or indirectly on behalf of
Executive or a Competitive Business, the customer business or account of any
investment advisory or investment management client to which a Janus Entity
shall have rendered service during the six month period immediately preceding
the Date of Termination; or


 


(iv)                           directly or indirectly divert or attempt to
divert from a Janus Entity any business in which a Janus Entity has been
actively engaged during the term hereof or interfere with any relationship
between a Janus Entity and any of its clients.


 


(d)                                    Definitions


 


(i)                                  “Competitive Business” means any
business that provides investment advisory or investment management services.


 


(ii)                               “Affiliate” means any corporation, partnership, limited
liability company, trust, or other entity which controls, is controlled by or
is under common control with the Company.


 


(e)                                     If any court of competent jurisdiction shall
determine that the duration, geographic limitations, subject or scope of any
restriction contained in this Agreement is unenforceable, it is the intention
of the parties that this Agreement shall not thereby be terminated but shall be
deemed amended to the extent required to make it valid and enforceable.


 


(f)                                       Executive acknowledges that these restrictive
covenants are reasonable and that irreparable injury will result to the Company
and to its business and properties in the event of any breach by Executive of
any of those covenants, and that Executive’s continued employment is predicated
on the commitments undertaken by Executive pursuant to this Agreement.  In the event any of the covenants are
breached, the Company shall be entitled, in addition to any other remedies and
damages available, to injunctive relief to restrain the violation of such
covenants by Executive or by any person or persons acting for or with Executive
in any capacity whatsoever.


 


11.                                  Successors.


 


(a)                                   This Agreement is personal to Executive and
without the prior written consent of the Company shall not be assignable by
Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of
and be enforceable by Executive’s legal representatives.


 


(b)                                  This Agreement shall inure to the benefit of
and be binding upon the Company and its successors and assigns.


 


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(c)                                   The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to
assume expressly, and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.  As used in
this Agreement, “Company” shall mean the Company as herein defined and any
successor to its business and/or assets as aforesaid which assumes and agrees
to perform this Agreement by
operation of law, or otherwise.


 


12.                                  Miscellaneous.


 


(a)                                   This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado without
reference to principles of conflict of laws. 
The captions of this Agreement are not part of the provisions hereof and
shall have no force or effect.  This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.


 


(b)                                  All notices and other communications
hereunder shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:


 


If to Executive:  at the most recent address on file at the
Company,


 


If to the Company:                                             Janus Management Holdings Corporation


151 Detroit Street


Denver, Colorado 80206


Attn.: 
General Counsel


 


or to such other address as either party
shall have furnished to the other in writing in accordance herewith.  Notice and communications shall be effective
when actually received by the addressee.


 


(c)                                   The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.


 


(d)                                  The Company may withhold from any amounts
payable under this Agreement such Federal, state, local or foreign taxes as
shall be required to be withheld pursuant to any applicable law or regulation.


 


(e)                                   Executive’s or the Company’s failure to insist
upon strict compliance with any provision of this Agreement or the failure to
assert any right Executive or the Company may have hereunder shall not be
deemed to be a waiver of such provision or right or any other provision or
right of this Agreement.


 


(f)                                     In the event of any good faith dispute
relating to or arising from this Agreement, the Company will reimburse
Executive for the reasonable expenses incurred by Executive, including
reasonable attorneys’ fees; provided, however, that any
reimbursement of 


 


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such expenses must be made no later than the end of the taxable year
following the year in which such expenses are incurred; further,  provided,
however, that Executive must return all of the reimbursement payments made
by the Company at the time the dispute is resolved if Executive does not
prevail in such dispute.  In no event shall the amounts reimbursed pursuant to this Section 12(f) in
one calendar year affect the amounts eligible for reimbursement in any other
calendar year.


 


(g)                                  All disputes relating to or arising from this
Agreement shall be tried only in the state or federal courts situated in the
Denver, Colorado metropolitan area.


 


[SIGNATURES FOLLOW]


 


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  Jonathan D. Coleman

  	
   

  	
  Janus Management Holdings Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  /s/ Jonathan Coleman

  	
   

  	
  By:

  	
  /s/ Gary D. Black

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  November 7, 2008

  	
   

  	
  Date:

  	
  November 10, 2008

  
							






 


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