**EXHIBIT 10.12****INDEMNIFICATION AGREEMENT**     This Indemnification Agreement (“Agreement”) is made as of October 24, 2007, by and betweenPzena Investment Management, Inc., a Delaware corporation (along with any entities referred to inSection 2(c) below, the “Company”), and Richard S. Pzena (“Director”).**RECITALS**     **WHEREAS**, highly competent persons have become more reluctant to serve publicly-heldcorporations as directors or in other capacities unless they are provided with adequate protectionthrough insurance or adequate indemnification against inordinate risks of claims and actionsagainst them arising out of their service to and activities on behalf of the corporation.     **WHEREAS**, the Board of Directors of the Company (the “Board”) has determined that, in order toattract and retain qualified individuals as members of the Board, the Company will attempt tomaintain on an ongoing basis, at its sole expense, liability insurance to protect persons servingthe Company and its subsidiaries from certain liabilities. Although the furnishing of suchinsurance has been a customary and widespread practice among United States based corporations andother business enterprises, such insurance may be available to it in the future only at higherpremiums and with more exclusions. At the same time, directors are being increasingly subjected toexpensive and time-consuming litigation relating to the business and affairs of corporations. TheCompany recognizes that the cost of defending and otherwise participating in such litigation is fargreater than the financial benefits of serving as a Director. Article Seventh of the Certificateof Incorporation of the Company, as in effect on the date hereof, and the Delaware GeneralCorporation Law (“DGCL”) expressly provide that the indemnification provisions set forth thereinare not exclusive and contemplate that agreements may be entered into between the Company andmembers of the Board (or parties serving at the request of the Board) with respect toindemnification;     **WHEREAS**, the uncertainties relating to insurance have increased the difficulty of attractingand retaining directors;     **WHEREAS**, the Board has determined that the increased difficulty in attracting and retainingdirectors is detrimental to the best interests of the Company’s stockholders;     **WHEREAS**, it is reasonable, prudent and necessary for the Company contractually to obligateitself to indemnify, and to pay expenses on behalf of, directors to the fullest extent permitted byapplicable law so that they will serve or continue to serve the Company free from undue concernthat they will not be so indemnified;     **WHEREAS**, this Agreement is in furtherance of the Amended and Restated Certificate ofIncorporation of the Company, its Amended and Restated Bylaws and any resolutions adopted pursuantthereto, and the DGCL, and shall not be deemed a substitute therefor, nor to diminish or abrogateany rights of Director thereunder;
 

 
     **WHEREAS**, the Company has entered into this Agreement and assumed the obligations imposed on ithereby in order to induce Director to serve as a director or officer of the Company, and theCompany acknowledges that Director is relying upon this Agreement in serving as a director orofficer of the Company; and     **WHEREAS**, Director is willing to serve, continue to serve and to take on additional service foror on behalf of the Company on the condition that he be so indemnified;     **NOW, THEREFORE**, in consideration of the promises and the covenants contained herein, theCompany and Director do hereby covenant and agree as follows:**1.****Services to the Company****.**Director will serve or continue to serve, at the will of theCompany and its stockholders for so long as Director is duly elected or appointed or until Directortenders his or her resignation.**2.****Definitions****.**As used in this Agreement:     (a) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under theSecurities Exchange Act of 1934.     (b) A “Change in Control” shall be deemed to occur upon the earliest to occur after the dateof this Agreement of any of the following events:          (i) Acquisition of Stock by Third Party. Any Person, other than a Principal or aRelated Party of a Principal (as each such term is defined below), is or becomes the BeneficialOwner, directly or indirectly, of securities of the Company representing fifteen percent (15%) ormore of the combined voting power of the Company’s then outstanding securities;          (ii) Change in Board of Directors. During any period of two (2) consecutive years(not including any period prior to the execution of this Agreement), individuals who at thebeginning of such period constitute the Board (together with any new directors whose election tothe Board or whose nomination for election by the stockholders of the Company was approved by avote of a majority of the directors then still in office who were either directors at the beginningof such period or whose election or nomination for election was previously so approved) cease forany reason to constitute at least a majority of the members of the Board;          (iii) Corporate Transactions. The effective date of a merger or consolidation of theCompany with any other entity, unless such merger or consolidation would result in the votingsecurities of the Company outstanding immediately prior to such merger or consolidation continuingto represent (either by remaining outstanding or by being converted into voting securities of thesurviving entity, including the parent corporation of such surviving entity) at least 50% of thetotal voting power of the voting securities of the surviving entity outstanding immediately aftersuch merger or consolidation and with the power to elect at least a majority of the board ofdirectors or other governing body of such surviving entity;
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          (iv) Liquidation. The approval by the stockholders of the Company of a completeliquidation of the Company or an agreement for the sale or disposition by the Company of all orsubstantially all of the Company’s assets; and          (v) Other Events. There occurs any other event of a nature that would be required tobe reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to anysimilar item on any similar schedule or form) promulgated under the Exchange Act (as definedbelow), whether or not the Company is then subject to such reporting requirement.     (c) “Company” shall include, in addition to Pzena Investment Management, Inc., anycorporation, partnership, joint venture, limited liability company, trust or other enterprise ofwhich such Director is or was serving as a director, officer, employee or agent of at the requestof the Company, or any corporation which results from or survives a consolidation or merger withPzena Investment Management, Inc., as well as any corporation resulting from a consolidation ormerger which, if its separate existence had continued, would have had power and authority toindemnify its directors, officers, employees or agents, so that if Director is or was a director,officer, employee or agent of such constituent corporation, or is or was serving at the request ofsuch constituent corporation as a director, officer, employee or agent of another corporation,partnership, joint venture, limited liability company**,**trust or other enterprise, Director shallstand in the same position under the provisions of this Agreement with respect to the resulting orsurviving corporation as Director would have with respect to such constituent corporation if itsseparate existence had continued.     (d) “Disinterested Director” means a director of the Company who is not and was not a party tothe Proceeding as defined herein in respect of which indemnification is sought by Director.     (e) “Enterprise” shall mean the Company and any other corporation, partnership, limitedliability company, joint venture, trust, employee benefit plan or other enterprise of whichDirector is or was serving at the request of the Company as a director, officer, employee, agent orfiduciary.     (f) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.     (g) “Expenses” shall include all reasonable attorneys’ and accountants’ fees, retainers, courtcosts, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs,printing and binding costs, telephone charges, postage, delivery service fees, and all otherdisbursements or expenses of the types customarily incurred in connection with prosecuting,defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in,or otherwise being involved with, a Proceeding as defined in this Agreement. Expenses also shallinclude Expenses incurred in connection with any appeal resulting from any Proceeding, includingwithout limitation the premium, security for, and other costs relating to any cost bond,supersedeas bond, or other appeal
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bond or its equivalent. Expenses, however, shall not include amounts paid in settlement byDirector or the amount of judgments or fines against Director.     (h) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced inmatters of corporation law and neither presently is, nor in the past five years has been, retainedto represent: (i) the Company or Director in any matter material to either such party or (ii) anyother party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstandingthe foregoing, the term “Independent Counsel” shall not include any person who, under theapplicable standards of professional conduct then prevailing, would have a conflict of interest inrepresenting either the Company or Director in an action to determine Director’s rights under thisAgreement.     (i) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the ExchangeAct; provided, however, that Person shall exclude (i) the Company or a person or entity thatdirectly or indirectly controls, is controlled by, or is under common control with, the Company,(ii) any trustee or other fiduciary holding securities under an employee benefit plan of theCompany, and (iii) any corporation owned, directly or indirectly, by the stockholders of theCompany in substantially the same proportions as their ownership of stock of the Company.     (j) “Principal” means Richard S. Pzena, John P. Goetz, William L. Lipsey, A. Rama Krishna andJoel Greenblatt.     (k) The term “Proceeding” shall include any threatened, pending or completed action, suit,arbitration, alternate dispute resolution mechanism, investigation (including but not limited toany internal corporate investigation), inquiry, administrative hearing or any other actual,threatened or completed proceeding, including any and all appeals, whether brought in the right ofthe Company or otherwise and whether of a civil, criminal, administrative or investigative nature,in which Director was, is, or will be a party to, a witness in or otherwise participates in byreason of the fact that Director is or was a director or officer of the Company, by reason of anyaction taken by him or of any action on his part while acting as director or officer of theCompany, or by reason of the fact that he is or was serving at the request of the Company as adirector, officer, employee or agent of another Enterprise, in each case whether or not serving insuch capacity at the time any liability or expense is incurred for which indemnification,reimbursement, or payment of expenses can be provided under this Agreement; except one initiated bya Director to enforce his rights under this Agreement. Any Director serving, in any capacity, (i)another corporation of which a majority of the shares entitled to vote in the election of itsdirectors is held by the Company, or (ii) any employee benefit plan of the Company or of anycorporation referred to in clause (i), shall be deemed to be doing so at the request of theCompany.     (l) “Related Party” means: (1) in the case of an individual, any immediate family member ofany Principal; or (2) any trust, corporation, partnership, limited liability company or otherentity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holdingan 80% or more controlling interest of which
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consist of any one or more Principals and/or such other Persons referred to in the immediatelypreceding clause (1).     (m) References to “fines” shall include, but are not limited to, any excise tax assessed withrespect to any employee benefit plan; references to “serving at the request of the Company” shallinclude any service as a director, officer, employee or agent of the Company which imposes dutieson, or involves services by, such director, officer, employee or agent with respect to an employeebenefit plan, its participants or beneficiaries; and a person who acted in good faith and in amanner he reasonably believed to be in the best interests of the participants and beneficiaries ofan employee benefit plan shall be deemed to have acted in a manner “not opposed to the bestinterests of the Company” as referred to in this Agreement.**3.****Indemnity in Third-Party Proceedings****.**A Third-Party Proceeding is a Proceeding otherthan a Proceeding by or in the right of the Company to procure a judgment in its favor. The Companyshall indemnify Director in accordance with the provisions of this Section 3 if Director is, or isthreatened to be made, a party to, a witness in or otherwise participates in any Third-PartyProceeding. Pursuant to this Section 3, Director shall be indemnified against all Expenses,judgments, fines and amounts paid in settlement actually and reasonably incurred by Director or onhis behalf in connection with such Third-Party Proceeding or any claim, issue or matter therein, ifDirector acted in good faith and in a manner Director reasonably believed to be in or not opposedto the best interests of the Company and, in the case of a criminal proceeding had no reasonablecause to believe that such conduct was unlawful.**4.****Indemnity in Proceedings by or in the Right of the Company****.**The Company shall indemnifyDirector in accordance with the provisions of this Section 4 if Director is, or is threatened to bemade, a party to, a witness in or otherwise participates in any Proceeding by or in the right ofthe Company to procure a judgment in its favor. Pursuant to this Section 4, Director shall beindemnified against all Expenses actually and reasonably incurred by him or on his behalf inconnection with such Proceeding or any claim, issue or matter therein and to the extent permittedby law, amounts paid in settlement, if Director acted in good faith and in a manner he reasonablybelieved to be in or not opposed to the best interests of the Company. No indemnification forExpenses shall be made under this Section 4 in respect of any claim, issue or matter as to whichDirector shall have been finally adjudged by a court to be liable to the Company, unless and onlyto the extent that the Delaware Court of Chancery or any court in which the Proceeding was broughtshall determine upon application that, despite the adjudication of liability but in view of all thecircumstances of the case, Director is fairly and reasonably entitled to indemnification.**5.****Indemnification for Expenses of a Party Who is Wholly or Partly Successful****.**     (a) In any Proceeding referred to in Section 4, if Director is not wholly successful in suchProceeding, but has been adjudged to be liable to the Company as to one or more but less than allclaims, issues or matters in such Proceeding, no indemnification shall be made in respect of anyclaim, issue or matter as to which
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Director shall have been adjudged to be liable to the Company, unless and only to the extentthat the Delaware Court of Chancery or any court in which the Proceeding was brought shalldetermine upon application that, despite the adjudication of liability to the Company, in view ofall the circumstances of the case, Director is fairly and reasonably entitled to suchindemnification. However, in any Proceeding referred to in Section 4, the Company shall indemnifyDirector against all Expenses actually and reasonably incurred by him or on his behalf and, to theextent permitted by law, amounts paid in settlement, in connection with each claim, issue or matteras to which Director is successful on the merits or has reached a settlement.     (b) To the extent that Director has been successful on the merits or otherwise in defense ofany Proceeding (including any Proceeding referred to in Section 4), or in defense of any claim,issue or matter therein, Director shall be indemnified and held harmless by the Company to thefullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against allExpenses actually and reasonably incurred or suffered by Director or on Director’s behalf inconnection therewith. Indemnification pursuant to this Section 5(b) shall not require adetermination pursuant to Section 10 of this Agreement.     (c) For purposes of this Section 5 and without limitation, the termination of any claim, issueor matter in a Proceeding in which Director is a defendant by dismissal, with or without prejudice,shall be deemed to be a successful result as to such claim, issue or matter.**6.****Additional Indemnification****.**     (a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnifyDirector to the extent permitted by law if Director is a party to or threatened to be made a partyto, a witness in or otherwise participates in any Proceeding against all Expenses, judgments, finesand amounts paid in settlement actually and reasonably incurred by Director in connection with theProceeding (1) unless Director’s conduct constitutes a breach of Director’s duty of loyalty to theCompany or its stockholders**,**(2) except for liability for acts or omissions not in good faith orwhich involve intentional misconduct or a knowing violation of law, (3) except for liability underSection 174 of the DGCL, or (4) except for liability relating to any transaction from which theDirector derived an improper benefit.     (b) For purposes of Section 6(a), the meaning of the phrase “to the extent permitted by law”shall mean:          (i) the fullest extent permitted by the provision of the DGCL that authorizes or contemplatesadditional indemnification by agreement, or the corresponding provision of any amendment to orreplacement of the DGCL; and          (ii) the fullest extent authorized or permitted by any amendments to or replacements of theDGCL adopted after the date of this Agreement that increase the extent to which a corporation mayindemnify its officers and directors.
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**7.****Exclusions****.**Notwithstanding any provision in this Agreement, the Company shall not beobligated under this Agreement to make any payment for indemnity including Expenses, judgments,fines and amounts paid in settlement to the extent that the amount for which Director seeksindemnification, or a portion thereof:     (a) has actually been made to or on behalf of Director under any insurance policy, contract,agreement or otherwise; or     (b) is based upon an accounting of profits made from the purchase and sale (or sale andpurchase) by Director of securities of the Company in violation of Section 16(b) of the ExchangeAct or similar provisions of state statutory law or common law; or     (c) in connection with any Proceeding (or any part of any Proceeding) initiated or broughtvoluntarily by Director, including any Proceeding (or any part of any Proceeding) initiated byDirector against the Company or its directors, officers or employees, unless (i) the Boardauthorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) theCompany provides the indemnification, in its sole discretion, pursuant to the powers vested in theCompany under applicable law.**8.****Notification of Indemnifiable Claim****.**Director shall, as a condition precedent to hisright to be indemnified under this Agreement, give the Company notice in writing as soon aspracticable of any claim made against Director for which indemnification will or could be soughtunder this Agreement. Director agrees promptly to notify the Company in writing upon being servedwith any summons, citation, subpoena, complaint, indictment, information or other document relatingto any Proceeding or matter which will or could be subject to indemnification or payment ofExpenses covered hereunder. The Secretary of the Company shall, promptly upon receipt of suchnotice, advise the Board in writing of such notice. The failure of Director to timely notify theCompany shall not relieve the Company of any obligation which it may have to the Director underthis Agreement or otherwise, unless such failure to provide timely notice materially prejudices theCompany. The omission to notify the Company will not relieve the Company from any liability forindemnification which it may have to Director otherwise than under this Agreement.**9.****Payment of Expenses****.**Without regard to Director’s ultimate entitlement toindemnification under other provisions of this Agreement, the Company shall pay the Expenses asincurred by Director or reimburse Director for his payment of such Expenses in connection with anyProceeding within thirty (30) days after the receipt by the Company of a written request forpayment of expenses. If the DGCL so requires, payment of Expenses by the Company under thisSection 9 shall be made only upon delivery to the Company of an undertaking (“Undertaking”). TheUndertaking shall constitute the Director’s agreement that: (i) he shall repay the Expenses paid bythe Company to the extent that it is ultimately determined by final judicial decision from whichthere is no further right to appeal that the Director is not entitled to be indemnified by theCompany; and (ii) that in consideration for the payment of such expenses, the Company may, at itssole discretion, select counsel for Director, assume the defense or otherwise participate in thedefense of such Proceeding. Payment of Expenses pursuant to
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this Section shall be unsecured and interest free. Payment of Expenses shall be made withoutregard to Director’s ability to repay the expenses and without regard to Director’s ultimateentitlement to indemnification under the other provisions of this Agreement. Such payment shallinclude any and all reasonable Expenses incurred pursuing an action to enforce this right ofpayment of Expenses, including Expenses incurred preparing and forwarding statements to the Companyto support the payment claimed. This Section 9 shall not apply to any claim for Expenses made byDirector for which indemnity is excluded pursuant to Section 7. Notwithstanding anything elsecontained in this Section 9, to the extent that the Company is prohibited by applicable law frommaking payment of Expenses to the Director prior to the Company’s determination that the Directoris entitled to indemnification, the Company shall not pay Expenses to the Director pursuant to thisSection. Nothing herein shall be construed to limit the Company’s right to seek damages from theDirector, including but not limited to the full amount of the Expenses paid by the Companyhereunder. The selection by the Company of defense counsel for the Director in connection with anyProceeding, shall be made only with the approval of the Director, which approval shall not beunreasonably withheld, upon the delivery to Director of written notice of the Company’s election todo so. After delivery of such notice, approval of such counsel by Director and the retention ofsuch counsel by the Company, the Company will not be liable to Director under this Agreement forany fees of counsel subsequently incurred by Director with respect to the same Proceeding, providedthat (i) Director shall have the right to employ his counsel in any such Proceeding at Director’sexpense; and (ii) if (A) the employment of counsel by Director has been previously authorized bythe Company, (B) Director shall have reasonably concluded that there may be a conflict of interestbetween the Company and Director in the conduct of any such defense, or (C) the Company shall not,in fact, have employed counsel to assume the defense of such Proceeding, then the fees and expensesof Director’s counsel shall be at the expense of the Company.**10.****Procedure Upon Application for Indemnification****.**     (a) Upon final disposition of a Proceeding for which indemnification is sought pursuant toSection 3 or Section 4, Director shall submit promptly (and in any event, no later than theapplicable statute of limitations) to the Board a written request for indemnification averring thathe has met the applicable standard of conduct set forth herein. Any indemnification made under thisAgreement pursuant to Section 3 or Section 4 shall be made by the Company only as authorized in thespecific case upon a determination that indemnification of the Director is proper in thecircumstances because Director has met the applicable standard of conduct. Such determinationshall be made in the following manner: (i) if a Change in Control shall have occurred and theDirector is not a director at the time of such determination, by Independent Counsel in a writtenopinion to the Board, a copy of which shall be delivered to Director; and (ii) in any othercircumstance: (A) by a majority vote of the Disinterested Directors, even though less than a quorumof the Board, (B) by a committee of Disinterested Directors designated by a majority vote of theDisinterested Directors, even though less than a quorum of the Board, (C) if there are no suchDisinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in awritten opinion to the Board, a copy of which shall be delivered to Director or (D) if so directedby the Board, by the stockholders of the
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Company, and, if it is so determined that Director is entitled to indemnification, payment toDirector shall be made within thirty (30) days after such determination. Director shall cooperatewith the person, persons or entity making such determination with respect to Director’s entitlementto indemnification, including providing to such person, persons or entity upon reasonable advancerequest any documentation or information which is not privileged or otherwise protected fromdisclosure and which is reasonably available to Director and reasonably necessary to suchdetermination. Any costs or expenses (including attorneys’ fees and disbursements) incurred byDirector in so cooperating with the person, persons or entity making such determination shall beborne by the Company (irrespective of the determination as to Director’s entitlement toindemnification) and the Company hereby indemnifies and agrees to hold Director harmless therefrom.     (b) In the event the determination of entitlement to indemnification is to be made byIndependent Counsel pursuant to Section 10(a) hereof, the Independent Counsel shall be selected asprovided in this Section 10(b). If a Change in Control shall not have occurred, the IndependentCounsel shall be selected by the Board within ten (10) days of submission of a written request byDirector for indemnification pursuant to Section 10(a), and the Company shall give written noticeto Director advising him of the identity of the Independent Counsel so selected. If a Change inControl shall have occurred, the Independent Counsel shall be selected by Director within ten (10)days of submission of a written request by Director for indemnification pursuant to Section 10(a),(unless Director shall request that such selection be made by the Board, in which event thepreceding sentence shall apply), and Director shall give written notice to the Company advising itof the identity of the Independent Counsel so selected. In either event, Director or the Company,as the case may be, may, within ten (10) days after such written notice of selection shall havebeen given, deliver to the Company or to Director, as the case may be, a written objection to suchselection; provided, however, that such objection may be asserted only on theground that the Independent Counsel so selected does not meet the requirements of “IndependentCounsel” as defined in Section 2 of this Agreement, and the objection shall set forth withparticularity the factual basis of such assertion. The objection must also include a proposedsubstitute Independent Counsel. If objection including a proposed substituted Independent Counselis timely made, such substituted Independent Counsel shall serve as Independent Counsel unlessobjected to within ten (10) days. An objection to the substituted Independent Counsel may beasserted only on the ground that the Independent Counsel so selected does not meet the requirementsof “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall setforth with particularity the factual basis of such assertion. If written objection is made, theIndependent Counsel or substituted Independent Counsel proposed may not serve as IndependentCounsel unless and until such objection is withdrawn or a court has determined that such objectionis without merit. If, within thirty (30) days after submission by Director of a written request forindemnification pursuant to Section 10(a) hereof, the parties have not agreed upon the selection ofthe Independent Counsel, either the Company or Director may petition a court of competentjurisdiction for resolution of any objection which shall have been made by the Company or Directorto the other’s selection of Independent Counsel and/or for the appointment as Independent Counselof a person selected by the Court or by such other person as the Court shall
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designate, and the person with respect to whom all objections are so resolved or the person soappointed shall act as Independent Counsel under Section 10(a) hereof.**11.****Presumptions and Effect of Certain Proceedings****.**     (a) The submission of the Application for Indemnification to the Board shall create arebuttable presumption that the Director is entitled to indemnification under this Agreement, andthe Board, Independent Counsel, or stockholders, as the case may be, may, at any time, specificallydetermine that the Director is so entitled, unless it or they possess sufficient evidence to rebutthe presumption that Director has met the applicable standard of conduct. If a determination shallhave been made pursuant to this Agreement that Director is entitled to indemnification, the Companyshall be bound by such determination in any judicial proceeding commenced pursuant to Section 12,absent (i) a misstatement by Director of a material fact, or an omission of a material factnecessary to make Director’s statement not materially misleading, in connection with the requestfor indemnification, or (ii) a prohibition of such indemnification under applicable law. Neitherthe failure of the Company (including by its directors or Independent Counsel) to have made adetermination prior to the commencement of any action pursuant to this Agreement thatindemnification is proper in the circumstances because Director has met the applicable standard ofconduct, nor an actual determination by the Company (including by its directors or IndependentCounsel) that Director has not met such applicable standard of conduct, shall be a defense to theaction or create a presumption that Director has not met the applicable standard of conduct.Moreover, the fact that the Company has paid the Director’s Expenses pursuant to Section 9 hereinshall not create a presumption that Director has met the applicable standard of conduct forindemnification.     (b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment,order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not(except as otherwise expressly provided in this Agreement) of itself adversely affect the right ofDirector to indemnification or create a presumption that Director did not act in good faith and ina manner which he reasonably believed to be in or not opposed to the best interests of the Companyor, with respect to any criminal Proceeding, that Director had reasonable cause to believe that hisconduct was unlawful.     (c) For purposes of any determination of good faith, Director shall be deemed to have acted ingood faith if Director’s action is based on the advice of legal counsel for the Company or oninformation or records given or reports made to the Company by an independent certified publicaccountant or by an appraiser or other expert selected with reasonable care by the Company. Theprovisions of this Section 11(d) shall not be deemed exclusive or to limit in any way the othercircumstances in which the Director may be deemed to have met the applicable standard of conductset forth in this Agreement.     (d) To the extent legally permissible, the knowledge and/or actions, or failure to act, of anydirector, officer, agent or employee of the Enterprise shall not be imputed to Director forpurposes of determining the right to indemnification under this Agreement.
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**12.****Remedies of Director****.**     (a) In the event that (i) a determination is made pursuant to Section 10 of this Agreementthat Director is not entitled to indemnification under this Agreement, (ii) payment of Expenses isnot timely made pursuant to Section 9 of this Agreement, or (iii) payment of indemnificationpursuant to Section 3, 4, 5(a) or 6 of this Agreement is not made within thirty (30) days after adetermination has been made that Director is entitled to indemnification, Director shall beentitled to an adjudication by a court of his entitlement to such indemnification or payment ofExpenses.     (b) In the event that Director successfully sues the Company for indemnification or payment ofExpenses, and is successful in whole or in part, Director shall be entitled to be paid by theCompany for the Expense of prosecuting such suit. If the Company sues Director to recover Expensespaid and Director is successful in defending such suit, in whole or in part, Director shall beentitled to be paid the Expense of defending such suit.     (c) In the event that a determination shall have been made under this Agreement that Directoris not entitled to indemnification, any judicial proceeding commenced pursuant to this Sectionshall be conducted in all respects as a de novo trial on the merits and Director shall not beprejudiced by reason of that adverse determination. In any judicial proceeding pursuant to thisSection, the Company shall have the burden of proving Director is not entitled to indemnificationor payment of Expenses, as the case may be.     (d) The Company shall be precluded from asserting in any judicial proceeding commencedpursuant to this Section that the procedures and presumptions of this Agreement are not valid,binding and enforceable and shall stipulate in any such court that the Company is bound by all theprovisions of this Agreement. The Company shall indemnify Director against any and all Expensesand, if requested by Director, shall (within **thirty (30)**days after receipt by the Company of awritten request therefore) pay such Expenses to Director, which are incurred by Director inconnection with any action brought by Director for indemnification or payment of Expenses from theCompany under this Agreement or under any directors’ and officers’ liability insurance policiesmaintained by the Company, regardless of whether Director ultimately is determined to be entitledto such indemnification, payment of Expenses or insurance recovery, as the case may be.**13.****Non-exclusivity; Survival of Rights; Insurance; Subrogation****.**     (a) The rights of indemnification and to receive payment of Expenses as provided by thisAgreement shall not be deemed exclusive of any other rights to which Director may at any time beentitled under applicable law, the Company’s Certificate of Incorporation, the Company’s Bylaws,any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment,alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any rightof Director under this Agreement in respect of any action taken or omitted by such Director priorto such
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amendment, alteration or repeal. To the extent that a change in Delaware law, whether bystatute or judicial decision, permits greater indemnification or payment of Expenses than would beafforded currently under the Company’s Amended and Restated Certificate of Incorporation, Amendedand Restated Bylaws and this Agreement, it is the intent of the parties hereto that Director shallenjoy by this Agreement the greater benefits so afforded by such change. No right or remedy hereinconferred is intended to be exclusive of any other right or remedy, and every other right andremedy shall be cumulative and in addition to every other right and remedy given hereunder or nowor hereafter existing at law or in equity or otherwise. The assertion or employment of any right orremedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of anyother right or remedy.     (b) The Company shall, from time to time, make the good faith determination whether or not itis practicable for the Company to obtain and maintain a policy or policies of insurance withreputable insurance companies providing the directors, officers, employees, or agents of theCompany with coverage for losses from wrongful acts, or to ensure the Company’s performance of itsindemnification obligations under this Agreement. Among other considerations, the Company willweigh the costs of obtaining such insurance coverage against the protection afforded by suchcoverage. To the extent that the Company maintains an insurance policy or policies providingliability insurance for directors of the Company or of any other corporation, partnership, jointventure, trust, employee benefits plan or other enterprise which the Director serves at the requestof the Company, Director shall be covered by such policy or policies in such manner as to providethe Director the same rights and benefits as are accorded to the most favorably insured of theCompany’s directors. The Company shall thereafter take all necessary or desirable action to causesuch insurers to pay, on behalf of the Director, all amounts payable as a result of such proceedingin accordance with the terms of such policies.     (c) In the event of any payment under this Agreement, the Company shall be subrogated to theextent of such payment to all of the rights of recovery of Director, who shall execute all papersrequired and take all action necessary to secure such rights, including execution of such documentsas are necessary to enable the Company to bring suit to enforce such rights.**14.****Duration of Agreement****.**This Agreement shall continue until and terminate upon thelater of: (a) six (6) years after the date that Director shall have ceased to serve as a directoror officer of the Company or as a director, officer, employee or agent of any other corporation,partnership, joint venture, limited liability company, trust, employee benefit plan or otherenterprise which Director served at the request of the Company (“Six Year Anniversary Date”); or(b) one (1) year after the final termination of each and every Proceeding, commenced prior to theSix Year Anniversary Date.**15.****Successors and Assigns****.**This Agreement shall be binding upon the Company and itssuccessors and assigns and shall inure to the benefit of Director and his heirs, executors andadministrators.
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**16.****Severability****.**If any provision or provisions of this Agreement shall be held to beinvalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality andenforceability of the remaining provisions of this Agreement (including without limitation, eachportion of any Section of this Agreement containing any such provision held to be invalid, illegalor unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way beaffected or impaired thereby and shall remain enforceable to the fullest extent permitted by law;(b) such provision or provisions shall be deemed reformed to the extent necessary to conform toapplicable law and to give the maximum effect to the intent of the parties hereto; and (c) to thefullest extent possible, the provisions of this Agreement (including, without limitation, eachportion of any Section of this Agreement containing any such provision held to be invalid, illegalor unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as togive effect to the intent manifested thereby.**17.****Entire Agreement****.**Except as otherwise specified herein, this Agreement constitutes theentire agreement between the parties hereto with respect to the subject matter hereof andsupersedes all prior agreements and understandings, oral, written and implied, between the partieshereto with respect to the subject matter hereof.**18.****Effectiveness of Agreement****.**This Agreement shall be effective as of the date set forthon the first page and may apply to acts or omissions of Director which occurred prior to such dateif Director was an officer, director, employee or other agent of the Company, or was serving at therequest of the Company as a director, officer, employee or agent of another corporation,partnership, joint venture, limited liability company, trust or other enterprise, at the time suchact or omission occurred, and shall continue to exist after the rescission or restrictivemodification of this Agreement with respect to events occurring prior to such rescission orrestrictive modification.**19.****Modification and Waiver****.**No supplement, modification or amendment of this Agreementshall be binding unless executed in writing by the parties thereto. No waiver of any of theprovisions of this Agreement shall be deemed or shall constitute a waiver of any other provisionsof this Agreement nor shall any waiver constitute a continuing waiver.**20.****Notices****.**All notices, requests, demands and other communications under this Agreementshall be in writing and shall be deemed to have been duly given (a) if delivered by hand andreceipted for by the party to whom said notice or other communication shall have been directed, or(b) if sent by an overnight courier service (such as Federal Express) to:(i) if to Director, at the address of Director provided to the Company mostrecently prior to the date of said notice or other communication, and(ii) if to the Company, at:     Pzena Investment Management, Inc.                                             Attention: General Counsel                                             120 West 45th Street, 20th Floor                                             New York, New York 10036
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or to any other address as may have been furnished to Director by the Company.**21.****Contribution****.**To the fullest extent permissible under applicable law, if theindemnification provided for in this Agreement is unavailable to Director for any reasonwhatsoever, the Company, in lieu of indemnifying Director, shall contribute to the amount incurredby Director, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid insettlement and/or for Expenses, in connection with any claim relating to an indemnifiable eventunder this Agreement, in such proportion as is deemed fair and reasonable in light of all of thecircumstances of such Proceeding in order to reflect (i) the relative benefits received by theCompany and Director as a result of the event(s) and/or transaction(s) giving cause to suchProceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employeesand agents) and Director in connection with such event(s) and/or transaction(s).**22.****Applicable Law and Consent to Jurisdiction****.**This Agreement and the legal relationsamong the parties shall be governed by, and construed and enforced in accordance with, the laws ofthe State of Delaware, without regard to its conflict of laws rules. The Company and Directorhereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or inconnection with this Agreement shall be brought only in the Chancery Court of the State of Delaware(the “Delaware Court”), and not in any other state or federal court in the United States of Americaor any court in any other country, (ii) consent to submit to the exclusive jurisdiction of theDelaware Court for purposes of any action or proceeding arising out of or in connection with thisAgreement, (iii) waive any objection to the laying of venue of any such action or proceeding in theDelaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such actionor proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.**23.****Identical Counterparts****.**This Agreement may be executed in one or more counterparts,each of which shall for all purposes be deemed to be an original but all of which together shallconstitute one and the same Agreement. Only one such counterpart signed by the party against whomenforceability is sought needs to be produced to evidence the existence of this Agreement.**24.****Miscellaneous****.**Use of the masculine pronoun shall be deemed to include usage of thefeminine pronoun where appropriate. The headings of the paragraphs of this Agreement are insertedfor convenience only and shall not be deemed to constitute part of this Agreement or to affect theconstruction thereof.
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**IN WITNESS WHEREOF**, the parties have caused this Agreement to be signed as of the day and yearfirst above written.       PZENA INVESTMENT MANAGEMENT, INC.       By: /s/ Richard S. Pzena       Name: Richard S. Pzena  Title: Chief Executive Officer       /s/ Richard S. Pzena     Richard S. Pzena
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