Unassociated Document


     

    EXHIBIT 10.5

     

     

    TERMINATION
AGREEMENT

    


    This
TERMINATION AGREEMENT (the “Agreement”), dated as
of December 12, 2009, is made and entered into between Highbury Financial Inc.,
a Delaware corporation (“Highbury”), Aston
Asset Management LLC, a Delaware limited liability company (“Aston”), the persons
named as Investors set forth on Schedule A hereto
(each an “Investor”, and,
collectively, the “Investors”), and the
persons named as Management Stockholders set forth on Schedule A
hereto.

     

    Recitals

    


    A.          Highbury,
the Investors and the Management Stockholders entered into that certain Exchange
Agreement, dated as of August 10, 2009 (the “First Exchange
Agreement”), whereby the Investors exchanged shares of Series B LLC Units
of Aston for shares of Series B Preferred Stock of Highbury.  Any
undefined terms used in this Agreement shall have the meaning ascribed to them
in the First Exchange Agreement.

     

    B.           In
connection with the First Exchange Agreement, Highbury, Aston and the Management
Stockholders entered into a Management Agreement, dated as of August 10, 2009
(the “Management
Agreement”), which delegated certain powers relating to the operation and
management of Aston to a management committee composed initially of the
Management Stockholders.

     

    C.           Highbury,
the Investors and the Management Stockholders entered into that certain Exchange
Agreement, dated as of September 14, 2009 (the “Second Exchange
Agreement” and, collectively with the First Exchange Agreement, the
“Exchange
Agreements”), whereby the Investors received the right to exchange a
certain amount of their shares of Series B Preferred Stock of Highbury for
Common Stock of Highbury in order to prevent a single stockholder from acquiring
ownership beneficially of more than 25% of the outstanding voting securities of
Highbury.

     

    D.          As
a condition to the Exchange Agreements, Highbury, the Investors and the
Management Stockholders first entered into an Investors Rights Agreement, dated
as of August 10, 2009, which was subsequently replaced by the Amended and
Restated Investor Rights Agreement, dated as of September 14, 2009 (the “IRA” and,
collectively with the Exchange Agreements and the Management Agreement, the
“Management
Stockholder Agreements”).

     

    E.           Highbury,
Aston, the Investors and the Management Stockholders desire to terminate the
Management Stockholder Agreements as of the Closing Date, as defined in that
certain Agreement and Plan of Merger, dated as of December 12, 2009, by and
among Affiliated Managers Group, Inc., Manor LLC and Highbury (such date of
termination, the “Effective
Date”).


    
      
         


      

      
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    In
consideration of the foregoing recitals, the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as
follows:

     

    1.           Termination of the
Management Stockholder Agreements.  Notwithstanding any
provisions to the contrary in the Management Stockholder Agreements, but subject
to Section 2 below, the parties hereby agree that the Management Stockholder
Agreements shall terminate at midnight Eastern time on the Effective Date, and,
subject to Section 2 below, the parties shall waive any and all rights and
remedies thereunder, whether on account of any default or breach or
otherwise.  The parties hereby waive any and all notice periods
required prior to the termination of the Management Stockholder Agreements being
deemed effective.

     

    2.           Indemnification
Rights.  Notwithstanding anything to the contrary in this
Agreement, nothing herein shall be deemed to affect in any way Highbury’s,
Aston’s, the Investors’ or the Management Stockholders’ rights or obligations
under any of the Management Stockholder Agreements relating to any
indemnification, exculpation or contribution provisions therein (including
without limitation Section 7.11 of the First Exchange Agreement, Section 7.11 of
the Second Exchange Agreement and Article VII of the Management Agreement),
which rights and obligations shall survive the execution and delivery of this
Agreement and the termination of the Management Stockholder
Agreements.

     

    3.           No Other Agreements.
The parties hereby acknowledge that there are no other agreements, contracts or
arrangements between Highbury, Aston, the Investors and the Management
Stockholders, other than the Management Stockholders Agreements identified
herein and agreements to be entered into with Manor LLC, Affiliated Managers
Group, Inc. or their respective affiliates which shall become effective on the
Effective Date.

     

    4. 
         Miscellaneous.  This
Agreement may be executed in any number of counterparts, which together shall
constitute the agreement of the parties.  The parties hereto agree
that the parties shall deem facsimile signatures on this Agreement effective as
originals for all purposes.  This Agreement contains the entire
agreement of the parties concerning the subject matter hereof, and may not be
amended, modified, or supplemented without the prior written consent of both
parties hereto.  The recitals contained herein are incorporated herein
by this reference in their entirety.  This Agreement shall be binding
upon and inure to the benefit of Highbury, Aston, the Investors and the
Management Stockholders and their respective successors and permitted assigns,
and shall be governed by and in accordance with the laws of the State of
Delaware.

     

    5.           Effective
Date.  This Agreement shall constitute a binding agreement
between the parties as of the date hereof; provided, however, that in the
event the Merger Agreement is terminated for any reason without the Effective
Date having occurred, this Agreement shall be terminated without further
obligation or liability on the part of any party hereto.


    
      
         


      

      
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    This Agreement is made and entered into
as of the date first written above.

    


    
      
        
          
            
              
                
                  
                    	
                            ASTON

                          
	 
      
	
                            ASTON
      ASSET MANAGEMENT LLC,

                          
	 
      	 
      
	
                            By:  

                          	
                            Highbury
      Financial Inc., its Sole Member 

                          
	 
      	 
      
	
                            By:

                          	
                            /s/ Richard S. Foote

                          
	
                            Name:

                          	
                            Richard
      S. Foote

                          
	
                            Title:

                          	
                            President
      and Chief Executive Officer

                          
	 
      	 
      
	
                            HIGHBURY

                          
	 
      
	
                            HIGHBURY
      FINANCIAL INC.,

                          
	 
      	 
      
	
                            By:

                          	
                            /s/ Richard S. Foote

                          
	
                            Name:

                          	
                            Richard
      S. Foote

                          
	
                            Title:

                          	
                            President
      and Chief Executive
Officer

                          


                  

                

              

            

          

        

      

    

    


    [Management
Stockholder Agreement Termination Agreement Signature Page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
                MANAGEMENT
      STOCKHOLDERS:

              
	 
      
	
                /s/ Stuart D. Bilton

              
	
                Stuart
      D. Bilton

              
	 
      
	
                /s/ Kenneth C. Anderson

              
	
                Kenneth
      C. Anderson

              
	 
      
	
                /s/ Gerald F. Dillenburg

              
	
                Gerald
      F. Dillenburg

              
	 
      
	
                /s/ Christine R. Dragon

              
	
                Christine
      R. Dragon

              
	 
      
	
                /s/ Joseph Hays

              
	
                Joseph
      Hays

              
	 
      
	
                /s/ Betsy C. Heaberg

              
	
                Betsy
      C. Heaberg

              
	 
      
	
                /s/ David A. Robinow

              
	
                David
      A. Robinow

              
	 
      
	
                /s/ John P. Rouse

              
	
                John
      P. Rouse

              


      

    

    


    [Management
Stockholder Agreement Termination Agreement Signature Page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      INVESTORS:

                    
	 
      
	
                      SBD
      ASTON, INC

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Stuart D. Bilton

                    
	
                      Name:

                    	
                      Stuart
      D. Bilton

                    
	
                      Title:

                    	
                      President

                    
	 
      	 
      
	
                      KCA
      ASTON, INC

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Kenneth C. Anderson

                    
	
                      Name:

                    	
                      Kenneth
      C. Anderson

                    
	
                      Title:

                    	
                      President

                    
	 
      	 
      
	
                      GFD
      ASTON, INC

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Gerald F. Dillenburg

                    
	
                      Name:

                    	
                      Gerald
      F. Dillenburg

                    
	
                      Title:

                    	
                      President

                    
	 
      	 
      
	
                      CRD
      ASTON, INC

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Christine R. Dragon

                    
	
                      Name:

                    	
                      Christine
      R. Dragon

                    
	
                      Title:

                    	
                      President

                    
	 
      	 
      
	
                      JH
      ASTON, INC

                    
	
                      By:

                    	
                      /s/ Joseph Hays

                    
	
                      Name:

                    	
                      Joseph
      Hays

                    
	
                      Title:

                    	
                      President

                    
	 
      	 
      
	
                      BCH
      ASTON, INC

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Betsy C. Heaberg

                    
	
                      Name:

                    	
                      Betsy
      C. Heaberg

                    
	
                      Title:

                    	
                      President

                    
	 
      	 
      
	
                      DAR
      ASTON, INC

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ David A. Robinow

                    
	
                      Name:

                    	
                      David
      A. Robinow

                    
	
                      Title:

                    	
                      President

                    
	 
      	 
      
	
                      JPR
      ASTON, INC

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ John P. Rouse

                    
	
                      Name:

                    	
                      John
      P. Rouse

                    
	
                      Title:

                    	
                      President

                    


            

          

        

      

    

    


    [Management Stockholder Agreement Termination
Agreement Signature Page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
A

    


    Investors

    SDB
Aston, Inc.

    KCA
Aston, Inc.

    GFD
Aston, Inc.

    CRD
Aston, Inc.

    JH Aston,
Inc.

    BCH
Aston, Inc.

    DAR
Aston, Inc.

    JPR
Aston, Inc.

    


    Management
Stockholders

    Stuart
Bilton

    Kenneth
C. Anderson

    Gerald
Dillenburg

    Christine
R. Dragon

    Joseph
Hays

    Betsy
Heaberg

    David
Robinow

    John
Rouse