Chairman and Chief Executive Officer of Titanium, and shall be subject to the supervision of,and shall have such authority as is delegated by, the Management Committee of the Company (the“**Committee**”), which authority shall be sufficient to perform Executive’s duties hereunder.Executive shall devote Executive’s full business time and reasonable best efforts in theperformance of the foregoing services; provided, that Executive may accept other board membershipsor other charitable organizations that are not in conflict with Executive’s primaryresponsibilities and obligations to the Company.     3. Compensation and Benefits.          3.1 Compensation. During the Term, the Company shall pay Executive a base salary of$200,000 per year, payable in accordance with the Company’s customary payroll practices but notless frequently than monthly (the “**Base Salary**”). The Base Salary shall be subject to annualreview and adjustment as determined by the Committee, in its sole discretion, on each anniversaryof the Commencement Date during the Term and “Base Salary” shall thereafter refer to suchadjusted amount.          3.2 Bonus. Executive shall be entitled to receive a discretionary annual bonus inexcess of Base Salary with respect to each fiscal year of the Company (or portion thereof) duringthe Term. The amount of any such bonus and the distribution thereof shall be determined by theCommittee in its sole discretion pursuant to the terms of the Company’s Corporate Incentive Plan.If Executive’s employment with the Company is terminated prior to December 31st of anyfiscal year of the Company during the Term, then Executive shall not be eligible to receive anannual discretionary bonus with respect to such fiscal year.          3.3 Fringe Benefits. Executive shall be entitled to participate in all benefitprograms that the Company establishes and makes available to its executive employees, if any, tothe extent that Executive’s position, tenure, salary, age, health and other qualifications makeExecutive eligible to participate, including, but not limited to, health care plans, lifeinsurance plans, disability insurance, retirement plans, vacation benefits and all other benefitplans from time to time in effect.          3.4 Reimbursement of Certain Expenses. Executive shall be reimbursed for suchreasonable business expenses incurred by Executive in the performance of the Executive’s dutieshereunder, subject to the submission by Executive of documentation in such form and consistentwith such reasonable procedures as the Company may from time to time require.     4. Termination of Employment Period. Executive’s employment shall terminate upon theoccurrence of any of the following:          4.1 Expiration of the Agreement Term. The expiration of the Term.          4.2 Termination for Cause. The termination of this Agreement by the Company forCause. For the purposes of this Agreement, “**Cause**” shall be deemed to exist upon the occurrenceof any of the following:
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               (a) a good faith finding by the Company that Executive has engaged in dishonesty, willfulmisconduct, gross negligence or insubordination with respect to the Company that is materiallyinjurious to the Company;               (b) intentional failure by Executive to comply with applicable laws or governmentalregulations with respect to the Company’s operations or the performance of Executive’s duties;               (c) Executive’s conviction or entry of *nolo contendere*to any felony crime or other crimeinvolving theft or embezzlement of Company property; or               (d) Executive’s material breach of Executive’s obligations under this Agreement, whichbreach, if curable, has not been cured by Executive within 30 days after he shall have receivedwritten notice from the Company stating with reasonable specificity the nature of such breach.          4.3 Termination by the Company Without Cause or by Executive for Good Reason. Atthe election of the Company, without Cause, at any time upon 60 days’ prior written notice toExecutive or by Executive for Good Reason (as defined below).          4.4 Death or Disability. Thirty days after the death or determination ofdisability of Executive. As used in this Agreement, the determination of “disability” shalloccur when Executive, due to a physical or mental disability, for a period of 90 consecutivedays during any 360-day period, is unable to perform the services contemplated under thisAgreement in substantially the manner and to the extent required hereunder prior to thecommencement of such disability. Any determination of as to which the Company and Executivecannot agree shall be determined by the Company based upon a report of a physician selected bythe Company and the Executive.     5. Effect of Termination.          5.1 Termination for Cause, at the Election of Executive, Upon Expiration of the Term orUpon Executive’s Death or Disability. If Executive’s employment is terminated for Cause, bythe voluntary election of Executive (other than for Good Reason) or upon the expiration of theTerm, then the Company shall have no further obligations under this Agreement other than to payto Executive any accrued but unpaid salary, benefits and bonuses and reimburse Executive for anyreimbursable expenses through the last day of Executive’s actual employment by the Company (the“**Termination Payment**”). The payment by the Company to Executive of the Termination Payment upona termination of this Agreement by the voluntary election of Executive (other than for GoodReason) shall not relieve Executive of Executive’s obligations under Section 5 through 14 of thisAgreement. If Executive’s employment is terminated due to Executive’s death or disability, then,as soon as practicable following Executive’s “separation from service” (within the meaning ofSection 409A of the Internal Revenue Code of 1986, as amended (the “**Code**”), but in no event laterthan March 15 of the year following the year in which Executive’s separation from service occurs,the Company shall pay to Executive or Executive’s estate, as the case may be, Executive’s BaseSalary through the end of the month during which Executive’s employment was terminated.
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          5.2 Termination by the Company Without Cause or by Employee for Good Reason. In theevent that Executive’s employment is terminated by the Company other than as set forth in Section5.1 above or by Executive for Good Reason, following Executive’s separation from service andcommencing with the payroll period immediately following the Release Deadline (as defined below),the Company shall pay to Executive: (a) the annual Base Salary then in effect for the greater oftwelve (12) months or the remainder of the Term on a regular payroll basis; and (b) immediatelyupon separation a prorated portion of any bonuses earned by Executive during the year in whichthe separation occurs. In addition, the Company shall continue its contributions towardExecutive’s health care, dental, disability and life insurance benefits on the same basis asimmediately prior to the date of termination for the same length of time as it continues paymentto Executive of Base Salary pursuant to this Section 5.2. In order to be eligible to receive thepayments described in this Section 5.2, Executive must execute in favor of the Company and notthereafter revoke the release agreement substantially in the form annexed hereto as ExhibitA within thirty (30) calendar days following Executive’s separation from service (the“**Release Deadline**”). Notwithstanding the foregoing, if the Executive receives compensation orremuneration after the Release Deadline for services to a third party, payments of Base Salarypayable to Executive following the Release Date shall be subject to a reduction by the amount ofsuch compensation paid from the third party during the period for which Executive was entitled toreceive Base Salary continuation hereunder. Executive shall notify the Company of any employmentrelated services to third parties within 30 days of Employee’s providing such services.          5.3 Withholding. Notwithstanding any other provision with respect to the timing ofpayments under Section 5.2, if, at the time of the Executive’s separation from service, Executiveis deemed to be a “specified employee” (within the meaning of Section 409A of the Code) of theCompany, then only to the extent necessary to comply with the requirements of Section 409A of theCode, any payments to which Executive may become entitled under Section 5.2 which are subject toSection 409A of the Code (and not otherwise exempt from its application) will be withheld untilthe first business day of the seventh month following the date of separation from service (or, ifearlier, until the date of Executive’s death), at which time Executive shall be paid an aggregateamount equal to six months of payments otherwise due to Executive under the terms of Section 5.2,as applicable. After the first business day of the seventh month following the date oftermination and continuing each month thereafter, Executive shall be paid the regular paymentsotherwise due to Executive in accordance with the terms of Section 5.2, as thereafter applicable.          5.4 Good Reason. As used in this Agreement, “**Good Reason**” means, withoutExecutive’s written consent, (a) the assignment to Executive of duties inconsistent in anymaterial respect with the duties of an executive officer of the Company or substantialdiminishment of Executive’s duties; (b) a reduction of more than ten percent (10%) in Base Salarythat is not generally applicable to all executives of the Company or a material reduction inother benefits; (c) Company’s material breach of its obligations under this Agreement; (d) aChange in Control (defined below); or (e) relocation of Executive’s place of business to alocation greater than 25 miles from Executive’s place of business on the date hereof; provided,that notice of termination for Good Reason must be provided by Executive to the Company within 30days of Executive becoming aware of the event constituting Good Reason. Notwithstanding theoccurrence of any of events enumerated in this paragraph, an event shall not be deemed toconstitute Good Reason if, within 30 days after the giving by Executive of notice of theoccurrence or existence of an event
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that Executive believes constitutes Good Reason, the Company has fully corrected such event.As used herein, a Change in Control means (i) the transfer, sale or other disposition of all orsubstantially all of the assets of the Company; (ii) the acquisition by any person or entity of amajority in interest of the voting membership interests in the Company in one or more or more ofa series of related transactions; or (iii) a merger, consolidation, reorganization of the Companyunless the securities of the successor entity are immediately thereafter owned in substantiallythe same proportion by the persons or entities who owned the outstanding voting membershipinterests of the Company immediately prior to such transaction.          5.5 Parachute Payments. In the event that the payments and benefits provided for inthis Agreement and the payments and/or benefits provided to, or for the benefit of, Executiveunder any other employer plan or agreement (such payments or benefits are hereinaftercollectively referred to as the “**Benefits**”) (i) constitute “parachute payments” within themeaning of Section 280G of the Code and (ii) but for this Section 5.5, would be subject to theexcise tax imposed by Section 4999 of the Code (the “**Excise Tax**”), then the Benefits shall beeither:               (a) delivered in full, or               (b) delivered as to such lesser extent which would result in no portion of such Benefitsbeing subject to the Excise Tax (such reduced amount is hereinafter referred to as the “**LimitedAmount**”),whichever of the foregoing amounts, taking into account the applicable federal, state and localincome taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis,of the greatest amount of Benefits, notwithstanding that all or some portion of such Benefits maybe subject to the Excise Tax. If applicable, in order to effectuate the Limited Amount, theCompany shall first reduce those Benefits which are not payable in cash and then reduce cashpayments, in each case in reverse order beginning with Benefits which are to be paid the farthestin time from the date of determination that the Benefits will be limited by (b) above. Adetermination as to whether the Benefits shall be reduced to pursuant to (b) above and the amountof the Limited Benefit shall be made by the Company’s independent public accountants or anothercertified public accounting firm of national reputation designated by the Company (the“**Accounting Firm**”) at the Company’s expense. The Accounting Firm shall provide itsdetermination, together with detailed supporting calculations regarding the amount of anyrelevant matters, both to the Company and to Executive within seven (7) business days of theExecutive’s separation from service, if applicable, or such earlier time as is requested by theCompany. Such determination shall be made by the Accountants using reasonable good faithinterpretations of the Code and with reasonable input from Executive’s accountant or accountingfirm. Any determination by the Accountants shall be binding upon the Company and the Executive,absent manifest error.     6. Restrictive Covenants.          6.1 Proprietary Information.               (a) Executive agrees that all information and know-how, whether or not in writing, of aprivate, secret or confidential nature concerning the Company’s business or financial affairs(collectively, “**Proprietary Information**”) is and shall be the exclusive property of the Company.By way of illustration, but not limitation, Proprietary Information may include
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inventions, products, processes, methods, techniques, formulas, designs, drawings, slogans,tests, logos, ideas, practices, projects, developments, plans, research data, financial data,personnel data, computer programs and codes, and customer and supplier lists. Executive shallnot, either during or after Executive’s employment, disclose any Proprietary Information toothers outside the Company or use the same for any unauthorized purposes without written approvalby an officer of the Company unless and until such Proprietary Information has become publicknowledge or generally known within the industry without fault by Executive, or unless otherwiserequired by law. Nothing in this Agreement reduces Executive’s obligation to comply withapplicable laws relating to trade secrets, confidential information and unfair competition.Accordingly, notwithstanding the foregoing, Executive’s obligations under this Section 6.1(a)with respect to Proprietary Information that constitutes a trade secret under applicable lawshall continue until such Proprietary Information no longer constitutes a trade secret.               (b) Executive agrees that all files, letters, memoranda, reports, records, data, sketches,drawings, laboratory notebooks, program listings, or other written, photographic, electronic orother material containing Proprietary Information, whether created by Executive or others, whichshall come into Executive’s custody or possession, shall be and are the exclusive property of theCompany to be used by Executive only in the performance of Executive’s duties for the Company.               (c) Executive agrees that Executive’s obligation not to disclose or use information,know-how and records of the types set forth in paragraphs (a) and (b) above also extends to suchtypes of information, know-how, records and tangible property of any Affiliates of the Company,customers of the Company or suppliers to the Company or other third parties who may havedisclosed or entrusted the same to the Company or to Executive in the course of the Company’sbusiness.          6.2 Inventions.               (a) Disclosure. Executive shall disclose promptly to an officer or to attorneys ofthe Company in writing any invention, original work of authorship, whether patentable orunpatentable, copyrightable or uncopyrightable, including, but not limited to, any computerprogram, software, command structure, code, documentation, compound, genetic or biologicalmaterial, formula, manual, device, improvement, method, process, discovery, concept, algorithm,development, secret process, machine or contribution (any of the foregoing items, an “**Invention**”)Executive has conceived, made, developed or worked on, in whole or in part, solely or jointlywith others while employed by the Company with respect to the business of the Company. Thedisclosure required by this Section applies (i) during the period of Executive’s employment withthe Company; (ii) with respect to all Inventions whether or not they are conceived, made,developed or worked on by Executive during Executive’s regular hours of employment with theCompany; (iii) whether or not the Invention was made at the suggestion of the Company; and (iv)whether or not the Invention was reduced to drawings, written description, documentation, modelsor other tangible form.               (b) Assignment of Inventions to Company; Exemption of Certain Inventions. Executivehereby assigns to the Company without royalty or any other further consideration Executive’sentire right, title and interest in and to all Inventions which Executive conceives, makes,develops or works on during the Term relating to the business of the Company.
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               (c) Records. Executive will make and maintain adequate and current written recordsof all Inventions. These records shall be and remain the property of the Company.               (d) Patents. Executive will assist the Company in obtaining and maintaining andenforcing patents and other proprietary rights in connection with any Invention covered by thisSection 6.2. Executive further agrees that Executive’s obligations under this Section 6.2 shallcontinue beyond the termination of Executive’s employment with the Company, but if he is calledupon to render such assistance for one (1) year after the termination of such employment, heshall be entitled to a fair and reasonable rate of compensation for such assistance. Executiveshall, in addition, be entitled to reimbursement of any expenses incurred at the request of theCompany relating to such assistance.          6.3 Prior Contracts and Inventions; Information Belonging to Third Parties.Executive represents that there are no contracts to assign Inventions between any other person orentity and Executive. Executive further represents that (a) Executive is not obligated under anyconsulting, employment or other agreement which would adversely affect the Company’s rights orExecutive’s duties under this Agreement, (b) there is no action, investigation or proceedingpending or to Executive’s knowledge threatened, or any basis therefor known to Executive,involving Executive’s prior employment or any consultancy or the use of any information ortechniques alleged to be proprietary to any former employer, and (c) the performance ofExecutive’s duties as an employee of the Company will not breach, or constitute a default under,any agreement to which Executive is bound, including, without limitation, any agreement limitingthe use or disclosure of proprietary information acquired in confidence prior to engagement bythe Company. Executive will not, in connection with Executive’s employment by the Company, useor disclose to the Company any confidential, trade secret or other proprietary information of anyprevious employer or other person to which Executive is not lawfully entitled.          6.4 Nonsolicitation of Clients and Prospects. Executive acknowledges that Executivewill, during the course of Executive’s employment with the Company, obtain or acquire knowledgeof Proprietary Information, which knowledge may, in the event Executive were to become employedby or associated with a Competing Business, provide invaluable benefits to such CompetingBusiness and may cause irreparable harm to the Company. To protect this and other legitimatebusiness interests of the Company, Executive agrees that during the Term and for a period of 18months following the expiration or termination of the Term, Executive shall not directly orindirectly:               (a) solicit or invest in, own, manage, operate, finance, control or participate in theownership, management, operations, financing or control of, render services or advice to, orotherwise assist any person or entity (except the Company or an Affiliate of the Company) who orwhich solicits for a Competing Business the business of any person or entity who or which is aClient (as defined in the Purchase Agreement) of the Company (or any successor thereto) or aprospective customer or client of the Company to which the Company has made Substantial SalesEfforts in the 18 month period prior to the expiration or termination of the Term; provided,however, that the foregoing shall not prohibit Executive from purchasing or otherwise acquiring,and holding, any class of securities of any enterprise (as a passive investment and withoutotherwise participating in the activities of such enterprise) if such securities are listed onany national securities exchange or have been registered under Section 12(g) of the SecuritiesExchange Act and represent less than five percent (5%) in value of the outstanding securities of
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such enterprise; or               (b) otherwise induce or attempt to induce (or assist any other person or entity in inducing)any Client of the Company (or any of its Affiliates) to cease doing business with the Company (orany of its Affiliates), or in any way interfere with the relationship between any Client of theCompany (or any of its Affiliates) and the Company (or any of its Affiliates).For purposes hereof, “**Designated Field**” means the provision of discretionary, non-discretionaryor other portfolio management or investment advisory services (whether as adviser, subadviser, orotherwise, and whether in the form of model portfolios, discretionary management or otherwise)with respect to any account, fund, pooled investment vehicle or other product or service (whetherregistered or exempt from registration under the Investment Company Act.) For purposes hereof,“**Substantial Sales Efforts**” means marketing or sales activities undertaken on behalf of theCompany in an effort to secure foreseeable business opportunities with a prospective customer,provided that such efforts (1) enjoy a reasonable prospect of success and (2) include either (A)multiple in person, written or email communications or (B) the preparation of a quotation orproposal made in connection with an on site visit. For purposes hereof, “**Competing Business**”means any business, enterprise, employment, or investment management or advisory service (whetheras sub-adviser, adviser or otherwise) that competes in any Designated Field with the Company (orany successor thereto) in its business of providing asset management, investment advisory andrelated services.          6.5 Nonsolicitation of Employees. Executive agrees that during the Term and for aperiod of 18 months following the expiration or termination of the Term, Executive shall notsolicit, hire, employ or otherwise engage (or assist any other person or entity in soliciting,hiring, employing or otherwise engaging) as an employee, independent contractor, consultant orotherwise, any employee of the Company, or induce or assist any other person or entity ininducing any employee of the Company to terminate his/her employment with, or otherwise ceasehis/her relationship with the Company; provided, however, that such obligation shall not prohibitadvertisements of a general nature which are not targeted to the Company’s employees.          6.6 Permitted Activities. Notwithstanding anything to the contrary set forth inSections 6.4 and 6.5, in no event shall Executive be deemed to be restricted from (a) providinginvestment advisory services to individual members of Executive’s immediate family (includingtrusts of which they are the sole beneficiaries) for which no advisory fee is paid; (b) acting astrustee for trusts, and providing investment advisory services to not-for-profit clients forwhich no advisory fee is paid; (c) taking on charitable and non-profit endeavors and teachingpositions and writing and publishing books and/or journal articles; and (d) attending conferencesand participating in panel discussions on investment advisory services.          6.7 Interpretation. If any restriction set forth in this Article 6 is found by anycourt of competent jurisdiction to be unenforceable because it extends for too long a period oftime or over too great a range of activities or in too broad a geographic area, it shall beinterpreted to extend only over the maximum period of time, range of activities or geographicarea as to which it may be enforceable.          6.8 Acknowledgement. The restrictions contained in this Article 6 are necessary forthe protection of the business and goodwill of the Company and are considered by Executive to
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be reasonable for such purpose. In view of the services which Executive shall performhereunder, which services are special, unique, extraordinary and intellectual in character andwhich shall place Executive in a position of confidence and trust with the customers andemployees of the Company and Titanium and provide to Executive access to confidential financialinformation, trade secrets, know-how and other confidential and proprietary information,Executive expressly acknowledges that the restrictive covenants set forth in this Article 6 arereasonable and necessary to protect and maintain the proprietary and other legitimate businessinterests of the Company and Titanium. Executive further acknowledges that the remedy at law forany breach or threatened breach of this Article 6, if such breach or threatened breach is held bya court to exist, shall be inadequate and, accordingly, that the Company and Titanium shall, inaddition to all other available remedies, be entitled to seek injunctive relief without beingrequired to post bond or other security and without having to prove the inadequacy of theavailable remedies at law. Executive hereby waives trial by jury and agrees not to plead ordefend on grounds of inadequate remedy at law or any element thereof in an action by the Companyand/or Titanium against Executive for injunctive relief or for specific performance of anyobligation pursuant to this Agreement. The period of time during which the provisions of thisArticle 6 shall apply shall be extended by the length of time during which Executive is in breachof the terms of this Article 6.          7. Entire Agreement. This Agreement constitutes the entire agreement between theparties and supersedes all prior agreements and understandings, whether written or oral, relatingto the subject matter of this Agreement.          8. Jury Waiver; Costs of Enforcement. Executive and the Company agree to waive trialby jury with respect to any claims arising out of or relating to this Agreement or Executive’semployment by the Company. In the event either party should bring action against the other partyarising our of this Agreement, then all costs and expenses, including reasonable attorneys’ fees,incurred by the prevailing party therein shall be paid by the other party.          9. Amendment. This Agreement may be amended or modified only by a written instrumentexecuted by both the Company and Executive. The Company shall not unreasonably withhold itsconsent to an amendment hereto requested by Executive for the purposes of avoiding a potentialviolation of Section 409A of the Code.          10. Governing Law. This Agreement shall be construed, interpreted and enforced inaccordance with the laws of the State of Ohio without regard to principles of conflicts of lawsthereunder.          11. Notices. All notices, requests, demands and other communications which arerequired or may be given under this Agreement shall be in writing and shall be deemed to have beenduly given when received if personally delivered; if sent for next day delivery to a domesticaddress by recognized overnight delivery service (*e.g.*, Federal Express); and upon receipt, if sentby certified or registered mail, return receipt requested. In each case notice shall be sent to aparty at the following address (or to such other address as a party may have specified by noticegiven to the other parties pursuant to this provision):If to Executive, to:
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Brian L. Gevry