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As Adopted  by the Board of Directors of  Pzena Investment
Management, Inc.  on October 24, 2007
 Pzena
Investment Management, Inc.
2007 Equity Incentive Plan
   2.
    
    DEFINITIONS. For purposes of the Plan, the following terms shall be defined as set forth
below:




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3.
    
    ADMINISTRATION.
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4.
    
    ELIGIBILITY.
   5.
    
    STOCK SUBJECT TO THE PLAN.
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6.
    
    SPECIFIC TERMS OF AWARDS.
 General
 Awards
 (i)
    
    Options. The Committee is authorized to grant Options
to Grantees on the following terms and conditions:
 (A)
    
    The Award Terms evidencing the grant of an
Option under the Plan shall designate the Option as an ISO or an NQSO.(B)
    
    The exercise price per share of Stock
purchasable under an Option shall be determined by the Committee, but
in no event shall the exercise price of an Option per share of Stock be
less than the Fair Market Value of a share of Stock as of the date of
grant of such Option. The purchase price of Stock as to which an
Option is exercised shall be paid in full at the time of exercise;
payment may be made in cash, which may be paid by check, or other
instrument acceptable to the Company, or, with the consent of the
Committee, in shares of Stock, valued at the Fair Market Value on the
date of exercise (including shares of Stock that otherwise would be
distributed to the Grantee upon exercise of the Option), or if there
were no sales on such date, on the next preceding day on which
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there were sales or (if permitted by the Committee and subject to
such terms and conditions as it may determine) by surrender of
outstanding Awards under the Plan, or the Committee may permit such
payment of exercise price by any other method it deems satisfactory
in its discretion. In addition, subject to applicable law and
pursuant to procedures approved by the Committee, payment of the
exercise price may be made through the sale of Stock acquired on
exercise of the Option, valued at Fair Market Value on the date of
exercise, sufficient to pay for such Stock (together with, if
requested by the Company, the amount of federal, state or local
withholding taxes payable by Grantee by reason of such exercise). Any
amount necessary to satisfy applicable federal, state or local tax
withholding requirements shall be paid promptly upon notification of
the amount due. The Committee may permit such amount of tax
withholding to be paid in shares of Stock previously owned by the
employee, or a portion of the shares of Stock that otherwise would be
distributed to such employee upon exercise of the Option, or a
combination of cash and shares of such Stock.(C)
    
    Options shall be exercisable over the exercise
period (which shall not exceed ten years from the date of grant), at
such times and upon such conditions as the Committee may determine, as
reflected in the Award Terms; provided that, the Committee shall have
the authority to accelerate the exercisability of any outstanding
Option at such time and under such circumstances as it, in its sole
discretion, deems appropriate. An Option may be exercised to the extent
of any or all full shares of Stock as to which the Option has become
exercisable, by giving written notice of such exercise to the Committee
or its designated agent. No partial exercise may be made for less than
one hundred (100) full shares of Stock.(D)
    
    Upon the termination of a Grantees employment
or service with the Company and its Subsidiaries or Affiliates, the
Options granted to such Grantee, to the extent that they are
exercisable at the time of such termination, shall remain exercisable
for such period as may be provided in the applicable Award Terms, but
in no event following the expiration of their term. The treatment of
any Option that is unexercisable as of the date of such termination
shall be as set forth in the applicable Award Terms.(E)
    
    Options may be subject to such other conditions
including, but not limited to, restrictions on transferability of, or
provisions for recovery of, the shares acquired upon exercise of such
Options (or proceeds of sale thereof), as the Committee may prescribe
in its discretion or as may be required by applicable law.
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(ii)
    
    Restricted Stock.
 (A)
    
    The Committee may grant Awards of Restricted
Stock, alone or in tandem with other Awards under the Plan, subject to
such restrictions, terms and conditions, as the Committee shall
determine in its sole discretion and as shall be evidenced by the
applicable Award Terms (provided that any such Award is subject to the
vesting requirements described herein). The vesting of a Restricted
Stock Award granted under the Plan may be conditioned upon the
completion of a specified period of employment or service with the
Company or any Subsidiary or Affiliate, upon the attainment of
specified Performance Goals, and/or upon such other criteria as the
Committee may determine in its sole discretion.(B)
    
    The Committee shall determine the price, which,
to the extent required by law, shall not be less than par value of the
Stock, to be paid by the Grantee for each share of Restricted Stock or
unrestricted stock or stock units subject to the Award. Each Award
Terms with respect to such stock award shall set forth the amount (if
any) to be paid by the Grantee with respect to such Award and when and
under what circumstances such payment is required to be made.(C)
    
    Except as provided in the applicable Award
Terms, no shares of Stock underlying a Restricted Stock Award may be
assigned, transferred, or otherwise encumbered or disposed of by the
Grantee until such shares of Stock have vested in accordance with the
terms of such Award.(D)
    
    If and to the extent that the applicable Award
Terms may so provide, a Grantee shall have the right to vote and
receive dividends on Restricted Stock granted under the Plan. Unless
otherwise provided in the applicable Award Terms, any Stock received as
a dividend on or in connection with a stock split of the shares of
Stock underlying a Restricted Stock Award shall be subject to the same
restrictions as the shares of Stock underlying such Restricted Stock
Award.(E)
    
    Upon the termination of a Grantees employment
or service with the Company and its Subsidiaries or Affiliates, the
Restricted Stock granted to such Grantee shall be subject to the terms
and conditions specified in the applicable Award Terms.
 (iii)
    
    Restricted Stock Units. The Committee is authorized to
grant Restricted Stock Units to Grantees, subject to the following terms and
conditions:
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(A)
    
    At the time of the grant of Restricted Stock
Units, the Committee may impose such restrictions or conditions to the
vesting of such Awards as it, in its discretion, deems appropriate,
including, but not limited to, the achievement of Performance Goals.
The Committee shall have the authority to accelerate the settlement of
any outstanding award of Restricted Stock Units at such time and under
such circumstances as it, in its sole discretion, deems appropriate,
subject to the requirements of Section 409A of the Code.(B)
    
    Unless otherwise provided in Award Terms or
except as otherwise provided in the Plan, upon the vesting of a
Restricted Stock Unit there shall be delivered to the Grantee, as soon
as practicable following the date on which such Award (or any portion
thereof) vests (but in any event within such period as is required to
avoid the imposition of a tax under Section 409A of the Code), that
number of shares of Stock equal to the number of Restricted Stock Units
becoming so vested.(C)
    
    Subject to the requirements of Section 409A of
the Code, an Award of Restricted Stock Units may provide the Grantee
with the right to receive dividend equivalent payments with respect to
Stock subject to the Award (both before and after the Stock subject to
the Award is earned or vested), which payments may be either made
currently or credited to an account for the Participant, and may be
settled in cash or Stock, as determined by the Committee. Any such
settlements and any such crediting of dividend equivalents may be
subject to such conditions, restrictions and contingencies as the
Committee shall establish, including the reinvestment of such credited
amounts in Stock equivalents.(D)
    
    Upon the termination of a Grantees employment
or service with the Company and its Subsidiaries or Affiliates, the
Restricted Stock Units granted to such Grantee shall be subject to the
terms and conditions specified in the applicable Award Terms.
 (iv)
    
    Other Stock-Based or Cash-Based Awards.
 (A)
    
    The Committee is authorized to grant Awards to
Grantees in the form of Other Stock-Based Awards or Other Cash-Based
Awards, as deemed by the Committee to be consistent with the purposes
of the Plan. The Committee shall determine the terms and conditions of
such Awards, consistent with the terms of the Plan, at the date of
grant or thereafter, including the Performance Goals and performance
periods. Stock or other securities or property delivered pursuant to an
Award in the nature of a purchase right granted under this Section
6(b)(iv) shall be purchased for such
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consideration, paid for at such times, by such methods, and in such
forms, including, without limitation, Stock, other Awards, notes or
other property, as the Committee shall determine, subject to any
required corporate action.(B)
    
    The maximum value of the aggregate payment that
any Grantee may receive with respect to Other Cash-Based Awards
pursuant to this Section 6(b)(iv) in respect of any annual performance
period is $15 million and for any other performance period in excess of
one year, such amount multiplied by a fraction, the numerator of which
is the number of months in the performance period and the denominator
of which is twelve. No payment shall be made to a Covered Employee
prior to the certification by the Committee that the Performance Goals
have been attained. The Committee may establish such other rules
applicable to the Other Stock- or Cash-Based Awards to the extent not
inconsistent with Section 162(m) of the Code.(C)
    
    Payments earned in respect of any Cash-Based
Award may be decreased or, with respect to any Grantee who is not a
Covered Employee, increased in the sole discretion of the Committee
based on such factors as it deems appropriate. Notwithstanding the
foregoing, any Awards may be adjusted in accordance with Section 5(b)
hereof.
 7.
    
    CHANGE IN CONTROL PROVISIONS.
  (i)
    
    the continuation of outstanding Awards after the Change in
Control without change;(ii)
    
    the cash-out of outstanding Options as of the time of the
transaction as part of the transaction for an amount equal to the difference
between the price that would have been paid for the shares of Stock subject to
such outstanding Options if such Options were exercised upon the closing of
such transaction and the exercise price of such outstanding Options; provided
that if the exercise price of the Options exceeds the price that would have
been paid for the shares of Stock subject to the outstanding Options if such
Options were exercised upon the closing of the transaction, then such Options
may be cancelled without making a payment to the Optionees;
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(iii)
    
    the expiration of the exercise period for outstanding Options
upon the closing of the transaction;(iv)
    
    the cancellation of outstanding Restricted Stock, Restricted
Stock Units and/or Other Stock-Based Awards and payment to the Participants
holding such Awards equal to the value of the underlying shares of Stock as of
the closing date of the transaction, in such form and at such time as the
Committee shall determine;(v)
    
    a requirement that the buyer in the transaction assume
outstanding Options and/or Restricted Stock and/or Restricted Stock Units;(vi)
    
    a requirement that the buyer in the transaction substitute
outstanding Options with comparable options to purchase the equity interests of
the buyer or its parent and/or substitute outstanding Restricted Stock Units
and/or Other Stock-Based Awards with comparable restricted stock or units of
the buyer or its parent; and(vii)
    
    the acceleration of outstanding Options, Restricted Stock
Units and Other Stock-Based Awards.
   (i)
    
    any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its Affiliates) representing 30% or more of the combined voting
power of the Companys then outstanding securities, excluding any Person who
becomes such a Beneficial Owner in connection with a transaction described in
clause (I) of paragraph (iii) below; or(ii)
    
    the following individuals cease for any reason to constitute a
majority of the number of directors then serving: individuals who, on the date
hereof, constitute the Board and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company) whose appointment or election by
the Board or nomination for election by the Companys stockholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors on
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the date hereof or whose appointment, election or nomination for election
was previously so approved or recommended; or(iii)
    
    there is consummated a merger or consolidation of the Company
or any direct or indirect subsidiary of the Company with any other corporation
or other entity, other than (I) a merger or consolidation which results in (A)
the voting securities of the Company outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity or any parent thereof), in combination with the ownership of any trustee
or other fiduciary holding securities under an employee benefit plan of the
Company or any subsidiary of the Company, at least 60% of the combined voting
power of the securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation and (B) the
individuals who comprise the Board immediately prior thereto constituting
immediately thereafter at least a majority of the board of directors of the
Company, the entity surviving such merger or consolidation or, if the Company
or the entity surviving such merger is then a subsidiary, the ultimate parent
thereof, or (II) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is
or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company (not including in the securities Beneficially Owned by such Person any
securities acquired directly from the Company or its Affiliates) representing
30% or more of the combined voting power of the Companys then outstanding
securities; or(iv)
    
    the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or there is consummated an agreement
for the sale or disposition by the Company of all or substantially all of the
Companys assets (it being conclusively presumed that any sale or disposition
is a sale or disposition by the Company of all or substantially all of its
assets if the consummation of the sale or disposition is contingent upon
approval by the Companys stockholders unless the Board expressly determines in
writing that such approval is required solely by reason of any relationship
between the Company and any other Person or an Affiliate of the Company and any
other Person), other than a sale or disposition by the Company of all or
substantially all of the Companys assets to an entity (i) at least 60% of the
combined voting power of the voting securities of which are owned by
stockholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale or disposition and (ii)
the majority of whose board of directors immediately following such sale or
disposition consists of individuals who comprise the Board immediately prior
thereto.
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8.
    
    GENERAL PROVISIONS.
 Nontransferability, Deferrals and Settlements
 No Right to Continued Employment, etc.
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Clawback
 Taxes
 Stockholder Approval; Amendment and Termination
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No Rights to Awards; No Stockholder Rights
 Unfunded Status of Awards
 No Fractional Shares
 (i)
    
    Regulations and Other Approvals.
 (i)
    
    The obligation of the Company to sell or deliver Stock with
respect to any Award granted under the Plan shall be subject to all applicable
laws, rules and regulations, including all applicable federal and state
securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Committee.(ii)
    
    Each Award is subject to the requirement that, if at any time
the Committee determines, in its absolute discretion, that the listing,
registration or qualification of Stock issuable pursuant to the Plan is
required by any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Award or
the issuance of Stock, no such Award shall be granted or payment made or Stock
issued, in whole or in part, unless listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions not
acceptable to the Committee.(iii)
    
    In the event that the disposition of Stock acquired pursuant
to the Plan is not covered by a then current registration statement under the
Securities Act of 1933, as amended (the Securities Act), and is not otherwise
exempt from such registration, such Stock shall be restricted against transfer
to the extent required by the Securities Act or regulations
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thereunder, and the Committee may require a Grantee receiving Stock pursuant
to the Plan, as a condition precedent to receipt of such Stock, to represent
to the Company in writing that the Stock acquired by such Grantee is
acquired for investment only and not with a view to distribution.
 Section 409A
 Governing Law
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