**EXHIBIT 10.9****EXECUTIVE EMPLOYMENT AGREEMENT**               THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of October 30, 2007 (the “EffectiveDate”) is entered into by and among Pzena Investment Management, Inc. (the “Company”), PzenaInvestment Management, LLC. (the “Operating Company” and together with the Company, the “Employer”)and John P. Goetz (the “Executive”).               WHEREAS, the Executive currently provides services to the Operating Company and owns unitstherein (the “OC Units”);               WHEREAS, the Employer desires to employ Executive in the positions set forth below and toenter into an agreement embodying the terms of such employment;               WHEREAS, the Executive desires to provide such services to the Employer and enter into such anagreement; and               WHEREAS, the Agreement is entered into in connection with: (1) the initial public offering andsale of shares of Class A common stock of the Company (the “Class A Shares”) and simultaneouslisting of the Class A Shares on the New York Stock Exchange, (2) the Company’s acquisition ofinterests in the Operating Company in exchange for certain OC Units and its appointment as themanaging member thereof (the “Managing Member”), (3) the amendment and restatement of the operatingagreement of the Operating Company, to be dated as of October 30, 2007 (the “Operating Agreement”),pursuant to which the Executive’s OC Units will become exchangeable for Class A Common Stock at thetimes and in the amounts described therein and to sell such Class A Shares at the times and in theamounts and the manner described therein.               NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein and forother good and valuable consideration, the parties agree as follows:1. Term of Employment. Subject to earlier termination as provided herein, Executiveshall be employed by the Employer for a period commencing on the Effective Date and ending onthe third anniversary of the Effective Date (the “Term”) on the terms and subject to theconditions set forth in this Agreement; provided, however, that commencing with the thirdanniversary 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 theEmployer provides the Executive 60 days’ prior written notice or the Executive provides theEmployer six (6) months’ prior written notice, in each case, before the next Extension Datethat 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.
 

 
2. Positions. (a) During the Employment Term, the Executive shall serve as (i) President,Co-Chief Investment Officer of the Operating Company and have the authoritycommensurate with such position and such duties commensurate with such position, asshall be determined from time to time by the Managing Member, and (ii) President,Co-Chief Investment Officer of the Company and have the authority commensurate withsuch position and such duties commensurate with such position, as shall be determinedfrom time to time by the Board of Directors of the Company (the “Board”). If appointedthereto, the Executive further agrees to serve, without additional compensation, as adirector of the Company or a director (or equivalent for non-corporate entities) orofficer of the Operating Company or any other consolidated subsidiary of the Company.  (b) During the Employment Term, the Executive will devote Executive’s full businesstime and best efforts to the performance of the duties of the positions in which heserves pursuant to Section 2(a) hereof and will not engage in any other business,profession or occupation for compensation or otherwise which would conflict ormaterially interfere with the rendition of such services either directly or indirectly,without the prior written consent of the Board and the Managing Member; provided thatnothing herein shall preclude Executive from (i) continuing to serve on any board ofdirectors or trustees of any business corporation or charitable organization on whichthe Executive serves as of the Effective Date and which have been previously disclosedto the Employer, (ii) serving on the boards of directors (or bodies with similarmanagement powers) of any entities managed by the Operating Company and/or consolidatedby the Company; or (iii) subject to the prior written consent of the Board and theManaging Member, from accepting appointment to any board of directors or trustees ofany business corporation or charitable organization; provided in each case, and in theaggregate, that such activities do not conflict or materially interfere with theperformance of the Executive’s duties hereunder or conflict with Section 5 of thisAgreement.3. Guaranteed Payments and Employee Benefits. (a) During the Employment Term, the Operating Company shall make a “guaranteedpayment” to the Executive at the annual rate of $300,000, payable in regularinstallments in accordance with the Operating Company’s usual payment practices formembers. With respect to each fiscal year of the Operating Company which ends duringthe Employment Term, the Operating Company shall also make an additional “guaranteedpayment” (the “Performance Payment”) to the Executive in an amount to be determined bythe 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 theCompany ending
 

 
   during the Employment Term. The Performance Payment, if any, shall be paid to theExecutive in a lump sum when payments are made to other members, but in no eventlater than the 15th day of the third month following the end of thefiscal year in respect of which such guaranteed payment is earned, so long asExecutive is providing services to the Employer as of the last day of the fiscalyear in respect of which such guaranteed payment is earned.  (b) During the Employment Term, the Executive shall be entitled to participate inall employee benefit programs of the Employer on a basis which is no less favorablethan is provided to any other executives of the Employer.4. Termination. (a) General. This Agreement and the Executive’s employment hereunder maybe terminated by either party at any time and for any reason; provided that theExecutive shall be required to give the Employer at least six (6) months’ advancewritten notice of any resignation of the Executive’s employment hereunder. Followingany such termination, the Executive shall have no further rights to any payments orother 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 ofthis Agreement, unless this Agreement and the Executive’s employment hereunderhas been earlier terminated pursuant to paragraph (a) of this Section 4, theExecutive’s employment hereunder shall be deemed terminated (whether or not theExecutive continues to provide services to the Employer thereafter) as theclose of business on the day immediately preceding the next scheduled ExtensionDate. Following any such expiration of the Term, the Executive shall have nofurther rights to any payments or other benefits provided pursuant to theprovisions of this Agreement.  (ii) Unless the parties otherwise agree in writing, continuation ofthe Executive’s employment by the Employer beyond the expiration of the Termshall be deemed employment “at-will” and shall not be deemed to extend any ofthe provisions of this Agreement, except for Sections 5 and 6 of thisAgreement, each of which shall survive the expiration of the Term and anytermination of this Agreement.
 

 
 (c) Notice of Termination. Any purported termination by the Employer or bythe Executive (other than due to the Executive’s death) shall be communicated bywritten 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 competitivenature of the business of the Employer and its affiliates and accordingly agrees to be boundby 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 restrictivecovenants, the forfeiture of certain of his OC Units pursuant to Section 6.02 of the OperatingAgreement. A recitation of such restrictive covenants is set forth in Exhibit A hereto. TheExecutive further acknowledges that he and the Employer have agreed to enter into thisAgreement in connection with the transactions described in the recitals hereto, pursuant towhich the Executive will have the opportunity to exchange OC Units for Class A Shares and sellsuch Class A Shares.6. Miscellaneous. (a) Survival of Certain Provisions. The provisions of Sections 5 and 6 ofthis Agreement shall survive any expiration of the Term or any termination of theEmployment Term or this Agreement.  (b) Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of New York, without regard to conflicts of lawsprinciples thereof.  (c) Entire Agreement; Amendments. This Agreement, along with the OperatingAgreement, contains the entire understanding of the parties with respect to theservices (or any termination thereof) to be provided by the Executive to the Companyand the Operating Company, and supersedes all prior agreements and understandings(including verbal agreements) between the Executive and any of the Company, theOperating Company or their respective affiliates regarding the terms and conditions ofthe Executive’s services to the Company, the Operating Company and their respectiveaffiliates. There are no restrictions, agreements, promises, warranties, covenants orundertakings between the parties with respect to the subject matter of this Agreementother than those expressly set forth in this Agreement. This Agreement may not bealtered, modified, or amended except by written instrument signed by the partieshereto.  (d) No Waiver. The failure of a party to insist upon strict adherence toany term of this Agreement on any occasion shall not be considered a waiver of suchparty’s
 

 
   rights or deprive such party of the right thereafter to insist upon strict adherenceto that term or any other term of this Agreement.  (e) Severability. In the event that any one or more of the provisions ofthis Agreement shall be or become invalid, illegal or unenforceable in any respect, thevalidity, legality and enforceability of the remaining provisions of this Agreementshall not be affected thereby.  (f) Assignment. This Agreement, and all of the Executive’s rights andduties hereunder, shall not be assignable or delegable by the Executive. Any purportedassignment or delegation by the Executive in violation of the foregoing shall be nulland void *ab initio*and of no force and effect. This Agreement may be assigned by theEmployer to a person or entity which is an affiliate or a successor in interest tosubstantially all of the business operations of the Employer. Upon such assignment,the rights and obligations of the Employer hereunder shall become the rights andobligations of such affiliate or successor person or entity.  (g) Successors; Binding Agreement. This Agreement shall inure to thebenefit 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 othercommunications provided for in the Agreement shall be in writing and shall be deemed tohave been duly given when delivered by hand or overnight courier or three days after ithas been mailed by United States registered mail, return receipt requested, postageprepaid, addressed to the respective addresses set forth below in this Agreement, or tosuch other address as either party may have furnished to the other in writing inaccordance herewith, except that notice of change of address shall be effective onlyupon receipt.    If to the Employer:   120 West 45th Street