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EXHIBIT 10.11
 AMENDED AND RESTATED  EXECUTIVE EMPLOYMENT AGREEMENT
       1.
    
    Term of Employment. Subject to earlier termination as provided herein, Executive
shall be employed by the Employer for a period commencing on the Effective Date and ending on
the third anniversary of the Effective Date (the Term) on the terms and subject to the
conditions set forth in this Agreement; provided, however, that commencing with the third
anniversary of the Effective Date and on each anniversary thereof (each, an Extension Date),
the Term shall be automatically extended for an additional one-year period, unless the
Employer provides the Executive 60 days prior written notice or the Executive provides the
Employer six (6) months prior written notice, in each case, before the next Extension Date
that the Term shall not be so extended. For purposes of this Agreement, Employment Term
shall mean the period of time that Executive is employed under this Agreement.




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2.
    
    Positions.
 (a)
    
    During the Employment Term, the Executive shall serve as (i) President,
Marketing and Client Service of the Operating Company and have the authority
commensurate with such position and such duties commensurate with such position, as
shall be determined from time to time by the Managing Member, and (ii) President,
Marketing and Client Service of the Company and have the authority commensurate with
such position and such duties commensurate with such position, as shall be determined
from time to time by the Board of Directors of the Company (the Board). If appointed
thereto, the Executive further agrees to serve, without additional compensation, as a
director of the Company or a director (or equivalent for non-corporate entities) or
officer of the Operating Company or any other consolidated subsidiary of the Company.(b)
    
    During the Employment Term, the Executive will devote Executives full business
time and best efforts to the performance of the duties of the positions in which he
serves pursuant to Section 2(a) hereof and will not engage in any other business,
profession or occupation for compensation or otherwise which would conflict or
materially interfere with the rendition of such services either directly or indirectly,
without the prior written consent of the Board and the Managing Member; provided that
nothing herein shall preclude Executive from (i) continuing to serve on any board of
directors or trustees of any business corporation or charitable organization on which
the Executive serves as of the Effective Date and which have been previously disclosed
to the Employer, (ii) serving on the boards of directors (or bodies with similar
management powers) of any entities managed by the Operating Company and/or consolidated
by the Company; or (iii) subject to the prior written consent of the Board and the
Managing Member, from accepting appointment to any board of directors or trustees of
any business corporation or charitable organization; provided in each case, and in the
aggregate, that such activities do not conflict or materially interfere with the
performance of the Executives duties hereunder or conflict with Section 5 of this
Agreement.
 3.
    
    Guaranteed Payments and Employee Benefits.
 (a)
    
    During the Employment Term, the Operating Company shall make a guaranteed
payment to the Executive at the annual rate of $300,000, payable in regular
installments in accordance with the Operating Companys usual payment practices for
members. With respect to each fiscal year of the Operating Company which ends during
the Employment Term, the Operating Company shall also make an additional guaranteed
payment (the Performance Payment) to the Executive in an amount to be determined by
the Compensation Committee of the Board of the Managing Member in its sole discretion,
which Performance Payment shall not exceed $2,700,000 for any fiscal year of the
Company ending




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during the Employment Term. The Performance Payment, if any, shall be paid to the
Executive in a lump sum when payments are made to other members, but in no event
later than the 15th day of the third month following the end of the
fiscal year in respect of which such guaranteed payment is earned, so long as
Executive is providing services to the Employer as of the last day of the fiscal
year in respect of which such guaranteed payment is earned.
 (b)
    
    During the Employment Term, the Executive shall be entitled to participate in
all employee benefit programs of the Employer on a basis which is no less favorable
than is provided to any other executives of the Employer.
 4.
    
    Termination.
 (a)
    
    General. This Agreement and the Executives employment hereunder may
be terminated by either party at any time and for any reason; provided that the
Executive shall be required to give the Employer at least six (6) months advance
written notice of any resignation of the Executives employment hereunder. Following
any such termination, the Executive shall have no further rights to any payments or
other benefits provided pursuant to the provisions of this Agreement.(b)
    
    Expiration of Term.
 (i)
    
    In the event the Term is not extended pursuant to Section 1 of
this Agreement, unless this Agreement and the Executives employment hereunder
has been earlier terminated pursuant to paragraph (a) of this Section 4, the
Executives employment hereunder shall be deemed terminated (whether or not the
Executive continues to provide services to the Employer thereafter) as the
close of business on the day immediately preceding the next scheduled Extension
Date. Following any such expiration of the Term, the Executive shall have no
further rights to any payments or other benefits provided pursuant to the
provisions of this Agreement.(ii)
    
    Unless the parties otherwise agree in writing, continuation of
the Executives employment by the Employer beyond the expiration of the Term
shall be deemed employment at-will and shall not be deemed to extend any of
the provisions of this Agreement, except for Sections 5 and 6 of this
Agreement, each of which shall survive the expiration of the Term and any
termination of this Agreement.




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(c)
    
    Notice of Termination. Any purported termination by the Employer or by
the Executive (other than due to the Executives death) shall be communicated by
written notice of termination to the other party hereto in accordance with Section 6(h)
hereof.
 5.
    
    Executive Covenants. The Executive acknowledges and recognizes the highly competitive
nature of the business of the Employer and its affiliates and accordingly agrees to be bound
by the restrictive covenants set forth in Sections 5.07 and 5.08 of the Operating Agreement,
to which the Executive is a party, and, in the event of his violation of such restrictive
covenants, the forfeiture of certain of his OC Units pursuant to Section 6.02 of the Operating
Agreement. A recitation of such restrictive covenants is set forth in Exhibit A hereto. The
Executive further acknowledges that he and the Employer have agreed to enter into this
Agreement in connection with the transactions described in the recitals hereto, pursuant to
which the Executive will have the opportunity to exchange OC Units for Class A Shares and sell
such Class A Shares.6.
    
    Miscellaneous.
 (a)
    
    Survival of Certain Provisions. The provisions of Sections 5 and 6 of
this Agreement shall survive any expiration of the Term or any termination of the
Employment Term or this Agreement.(b)
    
    Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts of laws
principles thereof.(c)
    
    Entire Agreement; Amendments. This Agreement, along with the Operating
Agreement, contains the entire understanding of the parties with respect to the
services (or any termination thereof) to be provided by the Executive to the Company
and the Operating Company, and supersedes all prior agreements and understandings
(including the Original Employment Agreement and any verbal agreements) between the
Executive and any of the Company, the Operating Company or their respective affiliates
regarding the terms and conditions of the Executives services to the Company, the
Operating Company and their respective affiliates. There are no restrictions,
agreements, promises, warranties, covenants or undertakings between the parties with
respect to the subject matter of this Agreement other than those expressly set forth in
this Agreement. This Agreement may not be altered, modified, or amended except by
written instrument signed by the parties hereto.(d)
    
    No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver of such
partys




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rights or deprive such party of the right thereafter to insist upon strict adherence
to that term or any other term of this Agreement.
 (e)
    
    Severability. In the event that any one or more of the provisions of
this Agreement shall be or become invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions of this Agreement
shall not be affected thereby.(f)
    
    Assignment. This Agreement, and all of the Executives rights and
duties hereunder, shall not be assignable or delegable by the Executive. Any purported
assignment or delegation by the Executive in violation of the foregoing shall be null
and void ab initioand of no force and effect. This Agreement may be assigned by the
Employer to a person or entity which is an affiliate or a successor in interest to
substantially all of the business operations of the Employer. Upon such assignment,
the rights and obligations of the Employer hereunder shall become the rights and
obligations of such affiliate or successor person or entity.(g)
    
    Successors; Binding Agreement. This Agreement shall inure to the
benefit of and be binding upon personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.(h)
    
    Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be deemed to
have been duly given when delivered by hand or overnight courier or three days after it
has been mailed by United States registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses set forth below in this Agreement, or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be effective only
upon receipt.If to the Employer:
 th
 If to the Executive:To the most recent address of the Executive set forth in the personnel records of
the Employer.(i)
    
    Cooperation. The Executive shall provide the Executives reasonable
cooperation in connection with any action or proceeding (or any appeal from any action
or




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proceeding) which relates to events occurring during the Executives employment
hereunder.
 (j)
    
    Withholding Taxes. The Employer may withhold from any amounts payable
under this Agreement such Federal, state and local taxes as may be required to be
withheld pursuant to any applicable law or regulation.(k)
    
    Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and
hereto were upon the same instrument.




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PZENA INVESTMENT MANAGEMENT, INC.By:

/s/ Richard S. PzenaName:
    Richard S. PzenaTitle:
    Chief Executive OfficerPZENA INVESTMENT MANAGEMENT, LLCBy:
    Pzena Investment Management, Inc.,its Managing MemberBy:

/s/ Richard S. PzenaName:
    Richard S. PzenaTitle:
    Chief Executive OfficerEXECUTIVE:/s/ William L. LipseyName:
    William L. Lipsey




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Exhibit A
 Restrictive Covenants
 Excerpted from the Amended and Restated Operating Agreement of Pzena Investment Management, LLC,
dated as of October 30, 2007, as may be amended from time to time. All capitalized terms used but
not defined in this Exhibit A have the meaning assigned to them in such agreement.
 Non-Solicitation/Non Compete.




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provided Reduced Number of Days