exv10w27











Exhibit 10.27



Dated March 18, 2010



WITHOUT PREJUDICE AND SUBJECT TO CONTRACT





	(1)	 	TITANIUM ASSET MANAGEMENT CORPORATION
	 
	(2)	 	NIGEL WIGHTMAN





 





Compromise agreement












 







 









 







CONTENTS




	 	 	 	 	 
	1 DEFINITIONS
	 	 	1	 
	2 BASIS OF AGREEMENT
	 	 	2	 
	3 TERMINATION DATE
	 	 	3	 
	4 REMUNERATION TO TERMINATION DATE
	 	 	3	 
	5 TERMINATION PAYMENTS
	 	 	3	 
	6 BENEFITS
	 	 	3	 
	7 TAXATION
	 	 	3	 
	8 RETURN OF PROPERTY
	 	 	4	 
	9 WARRANTIES AND REPRESENTATIONS
	 	 	4	 
	10 CONFIDENTIALITY AND OTHER RESTRICTIONS
	 	 	5	 
	11 FULL AND FINAL SETTLEMENT
	 	 	6	 
	12 NO KNOWLEDGE OF OTHER CLAIMS
	 	 	7	 
	14 COMPLIANCE WITH STATUTORY PROVISIONS
	 	 	8	 
	15 WITHOUT PREJUDICE
	 	 	9	 
	16 GOVERNING LAW AND JURISDICTION
	 	 	9	 
	Schedules
	 	 	 	 
	1 ADVISER’S CERTIFICATE
	 	 	10	 
	2 LETTER OF RESIGNATION
	 	 	11	 
	3 CONFIRMATION OF RETURN OF PROPERTY
	 	 	12	 






 









 






			
	THIS AGREEMENT is made on
	 	2010





BETWEEN:





	(1)	 	TITANIUM ASSET MANAGEMENT CORPORATION whose registered office is at 777 East Wisconsin
Avenue, Suite 2350 Milwaukee, WI 53202-5310, Wisconsin, United States of America (the
Employer); and
	 
	(2)	 	NIGEL WIGHTMAN of Alverstone, Woodland Rise, Sevenoaks, Kent TN15 0HY (the Employee)
	 
	1.	 	Definitions
	 
	1.1	 	In this Agreement the following expressions have the following meanings:





	 	 	 	 	 
	 

	 	the Acts
	 	the Employment Rights Act 1996; the Sex Discrimination
Act 1975; the Race Relations Act 1976; the Trade Union
and Labour Relations (Consolidation) Act 1992; the
Disability Discrimination Act 1995; the Working Time
Regulations 1998; the National Minimum Wage Act 1998;
the Employment Relations Act 1999; the Transnational
Information and Consultation of Employees Regulations
1999; the Part-time Workers (Prevention of Less
Favourable Treatment) Regulations 2000; the Fixed-term
Employees (Prevention of Less Favourable Treatment)
Regulations 2002; the Employment Equality (Sexual
Orientation) Regulations 2003; the Employment Equality
(Religion or Belief) Regulations 2003; the Information
and Consultation of Employees Regulations 2004; the
Occupational and Personal Pension Schemes (Consultation
by Employers and Miscellaneous Amendment) Regulations
2006; the Transfer of Undertakings (Protection of
Employment) Regulations 2006; the Employment Equality
(Age) Regulations 2006; and the Equality Act (Sexual
Orientation) Regulations 2007 all as subsequently
consolidated, modified or re-enacted from time to time;
	 
	 	 	 	 
	 

	 	the Adviser
	 	the person named as Adviser in Schedule 1;






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	 	the Board
	 	the Board of Directors of the Company from time to time;
	 
	 	 	 	 
	 

	 	the Contract of
Employment
	 	the contract of employment between the Employer and the
Employee dated 5 September 2007 as subsequently varied;
	 
	 	 	 	 
	 

	 	the Group
	 	means any company wherever registered or incorporated
which is for the time being a subsidiary or a holding
company of the Employer or a subsidiary of any such
company (as subsidiary and holding company are defined
in the Companies Act 2006 or which is an associated
company of any such company (as associated company is
defined in the Income and Corporation Taxes Act 1998
(as amended)));
	 
	 	 	 	 
	 

	 	PAYE deductions
	 	deductions made to comply with or to meet any liability
of the Employer to account for tax pursuant to
regulations made under Chapter 2 of Part 11 of the
Income Tax (Earnings and Pensions) Act 2003 and to
comply with any obligation to make a deduction in
respect of national insurance contributions;
	 
	 	 	 	 
	 

	 	the Termination Date
	 	28 February 2010;
	 
	 	 	 	 
	 

	 	the Termination Payment
	 	the payment referred to in Clause 5.1.







	2.	 	Basis of Agreement
	 
	2.1	 	Following a meeting of the Board on 29 January 2010 it was decided that the Employee would
stand down from his position as Chief Executive Officer and Chairman of the Employer and all
other positions with the Employer and any Group Company and he was placed on garden leave with
immediate effect.
	 
	2.2	 	The parties have entered into this Agreement to record and implement the terms on which the
parties have agreed to settle all outstanding claims which the Employee has or may have
against the Employer or the Group or their respective officers or employees arising out of or
in connection with or as a consequence of his employment and/or its termination and his office
as a director and/or its cessation. The terms set out in this Agreement constitute the entire
Agreement between the parties and are without admission of liability on the part of the
Employer or the Group.




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	2.3	 	The Employer is entering into this Agreement for itself and as agent for and trustee of all
companies in the Group and is duly authorised to do so. The parties intend that each company
in the Group should be able to enforce in its own right the terms of this Agreement which
expressly or impliedly confer a benefit on that company subject to and in accordance with the
provisions of the Contracts (Rights of Third Parties) Act 1999.
	 
	3.	 	Termination Date
	 
	3.1	 	The Employee’s employment with the Employer terminated on the Termination Date.
	 
	4.	 	Remuneration to Termination Date
	 
	4.1	 	The Employee has been or will be paid his normal salary together with any accrued but untaken
holiday entitlement (less PAYE deductions) and pension contributions and provided with all
benefits for the period up to and including the Termination Date.
	 
	5.	 	Termination payment
	 
	5.1	 	Within 7 days of the later of this Agreement becoming binding in accordance with Clause 15.1,
the Termination Date and compliance with Clauses 8.2 and 13.1 the Employer will pay the
Employee as a contractual payment in lieu of 11 months’ salary and pension contributions the
sum of US$385,000 less PAYE deductions (‘the Termination Payment’).
	 
	6.	 	Benefits
	 
	6.1	 	The provision of all benefits will cease from the Termination Date.
	 
	7.	 	Taxation
	 
	7.1	 	The Employee will be responsible for the payment of any tax and employee’s national insurance
contributions referable to the Termination Payment and all other payments and the provision of
benefits set out in this Agreement in excess of the PAYE deductions made by the Employer. The
Employee hereby agrees to indemnify the Employer and the Group on a continuing basis
immediately on demand against all such liabilities, including any interest, penalties,
reasonable costs and expenses incurred as a result of any default or delay by the Employee
which any such company may incur in respect of or by reason of such payments or the provision
of such benefits. If the Employer becomes aware that any such liabilities may arise it will
provide relevant details to the Employee so that he is given the opportunity at his own
expense to dispute any such payment with the
HM Revenue and Customs or other relevant authority provided that the Employer will be
entitled to pay any such liabilities as they fall due.




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	8.	 	Return of property
	 
	8.1	 	On or within five working days of this Agreement becoming binding in accordance with Clause
15.1 the Employee will return to Bob Kelly of the Employer all credit cards, keys, his
security pass, any identity badge, all computer disks, software and computer programs, all
documents and copies (including electronic or recorded versions and copies in whatever medium
held) together with all other property belonging to the Employer or the Group or relating to
its or their business in his possession or control including all company records of the
Employer and the Group held at the Employer’s office in London except for such property as the
parties agree in writing that the Employee may retain.
	 
	8.2	 	The Employee shall provide the Employer with a signed statement in the form attached at
Schedule 3 confirming that he has complied fully with his obligations under clause 8 and shall
provide such reasonable evidence of compliance as may be requested.
	 
	9.	 	Warranties and representations
	 
	9.1	 	The Employee warrants and represents to the Employer that up to and as at the date this
Agreement becomes binding in accordance with Clause 15.1 the Employee:






	 	9.1.1	 	has not committed any breach of any duty owed to the Employer or any
company in the Group. For the avoidance of doubt, this Agreement will not operate to
release the Employee from any liability owed to any company in the Group of which the
Employee was a director by virtue of his employment with the Employer;
	 
	 	9.1.2	 	has not retained any software or computer programs, documents or copies
(electronically or otherwise) which belong to the Employer or to which the Employer
is entitled;
	 
	 	9.1.3	 	has not done or failed to do anything amounting to a repudiatory breach of
the express or implied terms of his employment with the Employer or which, if it had
been done or omitted after the execution of this Agreement, would have been in breach
of any of its terms; and
	 
	 	9.1.4	 	is not employed or self-employed in any capacity nor has he received such
an offer of employment or self-employment






	9.2	 	The Employer warrants and represents to the Employee that it is not aware of any facts that
might support a claim on its part against the Employee for breach of the above warranties or
breach of any duty owed by the Employee to the Employer or any company in the Group arising
out of or in connection with his 




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	 	 	position as an employee or director of the Employer or any
other company in the Group.






	9.3	 	The Employer agrees that the Employee will continue to have the benefit of any applicable
insurance cover including D&O insurance cover purchased by the Employer or any other company
in the Group in respect of any claims that are brought against the Employee arising out of or
related to the performance of the Employees’ duties as an employee and director of the
Employer and/or other companies in the Group up to the Termination Date; and the Employer
agrees that it will take all reasonable steps to ensure that the Employee obtains that benefit
in the event that it is called upon to do so.
	 
	10.	 	Confidentiality and other restrictions
	 
	10.1	 	The Employee accepts and agrees that his express and implied duties relating to confidential
information, intellectual property and restrictive covenants continue after the Termination
Date. In particular, the Employee affirms the duties and restrictions in clauses 13, 14 and
22 of the Contract of Employment. Save in this regard, the Contract of Employment shall be
deemed to have terminated with effect from the Termination Date.
	 
	10.2	 	The parties agree and undertake (in consideration of their mutual promises to that effect)
that neither will:






	 	10.2.1	 	make or publish any statement to a third party concerning this Agreement, the
dispute settled by it or the circumstances surrounding the termination of the
Employee’s employment;
	 
	 	10.2.2	 	make or publish any derogatory or disparaging statement or do anything in relation
to the other and in the case of the Employee in relation to any Group company or
officers or employees of the Employer or any Group company which is intended to or
which might be expected to damage or lower their respective reputations






	 	 	provided that the parties will not be prevented from making a disclosure:






	 	(i)	 	for the purposes of seeking legal advice in relation to this Agreement
provided the professional adviser is bound by a duty of confidence;
	 
	 	(ii)	 	as may be required by law, regulation or applicable exchange requirements;
or
	 
	 	(iii)	 	in the case of the Employee to his wife or partner, or civil partner,
provided such person agrees to maintain confidentiality.






	10.3	 	The Employee warrants that he has not done or failed to do anything including without
limitation published any statement or authorised or permitted anyone 




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	 	 	else to do so prior to
the date of this Agreement which would constitute a breach of Clauses 10.1 or 10.2 if it had
occurred after the date of this Agreement.






	11.	 	Full and final settlement
	 
	11.1	 	This Agreement has effect for the purpose of compromising without any admission of liability
on the part of the Employer or any company in the Group by means of full and final settlement
all claims or other rights of action, damages, awards, compensation, costs (including legal
costs) or expenses in all jurisdictions under contract, tort, statute or otherwise which the
Employee has at the date of this Agreement or which may arise in future and whether known or
not against the Employer or any company in the Group and its/their respective officers,
directors, shareholders and employees arising out of or in connection with or as a consequence
of his position as a director of the Employer or any Group company and his employment and/or
its termination or otherwise including in particular for the avoidance of doubt the following
claims which the Employee has raised or intimated:






	 	11.1.1	 	damages for breach of contract howsoever arising;
	 
	 	11.1.2	 	any stigma damages, whether arising through contract, tort, discrimination or
otherwise;
	 
	 	11.1.3	 	pay in lieu of notice or damages for termination of employment without notice or on
short notice;
	 
	 	11.1.4	 	outstanding pay, holiday pay (including under the Working Time Regulations 1998),
overtime, bonuses, commission and benefits in kind;
	 
	 	11.1.5	 	a redundancy payment whether statutory under the Employment Rights Act 1996 or
otherwise;
	 
	 	11.1.6	 	unlawful deductions from wages under the Employment Rights Act 1996;
	 
	 	11.1.7	 	unfair dismissal;
	 
	 	11.1.8	 	discrimination, harassment, victimisation or detriment under the Employment
Equality (Age) Regulations 2006 or any claim pursuant to Paragraph 11 of Schedule 6
to the Employment Equality (Age) Regulations 2006 (failure to comply with Paragraph 2
of Schedule 6:
employer’s duty to inform) or to Paragraph 12 of Schedule 6 to the Employment
Equality (Age) Regulations 2006 (failure to comply with paragraph 9 of Schedule
6: denial of right to be accompanied);




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	 	11.1.9	 	any claim relating to any announcement made by the Employer in connection with the
termination of the employee’s employment; or
	 
	 	11.1.10	 	any claim with regard to purchase of all or any of the shares held by the Employee
(or any other person) in the Employer and/or any Group company;






	 	 	but excluding any claim:






	 	(i)	 	for personal injury other than one arising from or in connection with any
of the claims compromised by this Agreement; or
	 
	 	(ii)	 	for the sums and benefits due to him pursuant to this Agreement or in
respect of any breach by the Employer of any of the terms of this Agreement






	12.	 	No knowledge of other claims
	 
	12.1	 	The Employee confirms that he is not aware of any other claims or facts or circumstances that
may give rise to any claim against the Employer or any Group companies or any of its/their
respective officers or employees in relation to any other matters.
	 
	12.2	 	The Employee represents and warrants that:






	 	12.2.1	 	he has instructed the Adviser to advise as to whether he has or may have any
claims, including statutory claims, against the Employer or any company in the Group
or their respective officers and employees arising out of or in connection with his
employment or its termination;
	 
	 	12.2.2	 	he has provided the Adviser with all available information which the Adviser
requires or may require in order to advise whether he has any such claims; and
	 
	 	12.2.3	 	the Adviser has advised him that, on the basis of the information available to the
Adviser, his only claims or particular complaints against the Employer or any company
in the Group or its/their respective officers and employees whether statutory or
otherwise are those listed in Clause 11 of this Agreement and that he has no other
claim against the Employer or any company in the Group or its/their respective
officers and employees whether statutory or otherwise.
	 
	 	12.2.4	 	in the event of the Employee commencing any action or issuing any proceedings
against the Employer or any company in the Group arising out of his employment or its
termination (save to the extent that such action or proceedings are brought to
enforce or in respect of any 




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	 	 	 	breach of the terms of this Agreement), the Employee
shall indemnify the Employer or relevant company in the Group in respect of:






	 	12.2.4.1	 	its legal costs of defending such action or proceedings (including
reasonable legal and professional fees and disbursements together with VAT
thereon);
	 
	 	12.2.4.2	 	any award or judgement; and
	 
	 	12.2.4.3	 	and such part of the Termination Payment equivalent to the amount of
such costs, award or judgement shall become immediately repayable to the
Employer or relevant company in the Group as a debt.






	12.3	 	Subject to this Agreement being dated and signed by the parties and becoming a binding
agreement and subject to receipt of an invoice from the Adviser and provided always that the
Adviser is a qualified lawyer (as defined in the Employment Rights Act 1996), the Employer
agrees to pay within 10 days of receipt of such invoice by its solicitors, Eversheds LLP, up
to a maximum of £500 plus VAT to the Adviser as a contribution towards the Employee’s legal
fees incurred exclusively in connection with the termination of his employment. Any such
invoice should be addressed to the Employee but expressed to be payable by the Employer and
sent under private and confidential cover to the Employer’s solicitors, Eversheds LLP, at One
Wood Street, London EC2V 7WS.
	 
	13.	 	Directorship
	 
	13.1	 	The Employee will (to the extent that he has not done so already) immediately resign from all
positions (whether statutory or otherwise) which he holds with any Group Company, including
but not limited to, his position as director of the Employer, Wood Asset Management Inc,
National Investment Services Inc, Boyd Watterson Asset Management LLC and Sovereign Advisors
LLC by signing and delivering to the Employer a letter of resignation in the form of the draft
in Schedule 2. The Employee irrevocably appoints the Company to be his attorney in his name
and on his behalf to sign execute or do any such instrument or thing and generally to use his
name in order to give the Employer (or its nominee) the full benefit of the provisions of this
clause.
	 
	14.	 	Compliance with statutory provisions
	 
	14.1	 	This Agreement satisfies the conditions regulating compromise agreements and compromise
contracts under such of the Acts as are relevant.
	 
	14.2	 	The Employee confirms that:




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	 	14.2.1	 	he has received advice from the Adviser (who is a relevant independent adviser
within the meaning of the Acts) as to the terms and effect of this Agreement and in
particular its effect on his ability to pursue his rights before an Employment
Tribunal; and
	 
	 	14.2.2	 	he will procure that the Adviser signs the Certificate in Schedule 1.






	15.	 	Without prejudice
	 
	15.1	 	Notwithstanding that this Agreement is marked “without prejudice and subject to contract”
when the Agreement has been dated and signed by the parties and is accompanied by the
Certificate in Schedule 1 signed by the Adviser it will become an open and binding agreement
between the parties.
	 
	16.	 	Governing law and jurisdiction
	 
	16.1	 	This Agreement is governed by the law of England and Wales and any dispute is subject to the
exclusive jurisdiction of the courts and tribunals of England and Wales.




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SCHEDULE 1

ADVISER’S CERTIFICATE



I confirm that:





	1.	 	I am a relevant independent adviser as defined in the Acts (as defined in the Agreement
between NIGEL WIGHTMAN (the Employee) and TITANIUM ASSET MANAGEMENT CORPORATION to which this
Certificate is annexed).
	 
	2.	 	I have advised the Employee of the terms and the effect of the Agreement and in particular
its effect on his ability to pursue a claim before an Employment Tribunal.
	 
	3.	 	There is in force a contract of insurance covering the risk of a claim by the Employee in
respect of loss arising in consequence of the advice.





	 	 	 
	Adviser’s signature
	 	 
	 

	 	 
	 
	 	 
	Adviser’s name
	 	 
	 

	 	 
	(capitals)
	 	 
	 
	 	 
	Title
	 	 
	 

	 	 
	 
	 	 
	Adviser’s business address
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 





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SCHEDULE 2




LETTER OF RESIGNATION



Private & Confidential

The Directors




[Date]




Dear Sirs




Titanium Asset Management Corporation

Wood Asset Management Inc

National Investment Services Inc

Boyd Watterson Asset Management LLC

Sovereign Advisors LLC



Please accept this letter as formal notice of my resignation from all positions (statutory or
otherwise) which I hold with any of the above-listed companies or any other companies within the
Group.



Save where I have already resigned from such positions or I have already been removed from such
positions, all of my resignations referred to above shall be effective from 29 January 2010.



I confirm that I have no claim or right of action of any kind outstanding for compensation or
otherwise against any of the above-listed companies or any other company within the Group or any of
its/their officers or employees.



In this letter, the “Group” shall mean any company wherever registered or incorporated which is for
the time being a subsidiary or a holding company of Titanium Asset Management Corporation or a
subsidiary of any such company.



Yours faithfully







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SCHEDULE
3

CONFIRMATION OF RETURN OF PROPERTY



I hereby confirm that:





	1.	 	I have returned to Bob Kelly of the Employer all credit cards, keys, his security pass, any
identity badge, all computer disks, software and computer programs, all documents and copies
(including electronic or recorded versions and copies in whatever medium held) together with
all other property belonging to the Employer or the Group or relating to its or their business
in his possession or control including all company records of the Employer and the Group held
at the Employer’s office in London except for such property as the parties agree in writing
that the Employee may retain.
	 
	2.	 	I will provide the Employer with such reasonable evidence of compliance as may be requested.




I hereby acknowledge that all defined terms used in this statement have the meaning given to them
in the agreement between myself and the Employer to which this statement was annexed as Schedule 3.




	 	 	 
	 

	 	 
	 
	 	 
	Nigel Wightman

	 	Date






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IN WITNESS whereof this Agreement has been signed on behalf of the Employer and the Group and
signed by the Employee the day and year first above written.




	 	 	 	 	 	 	 	 	 
	SIGNED by

	 	 	)	 	 	/s/ Jonathan Hoenecke	 	 
	 
	 	 	 	 	 	 	 	 
	Duly authorised for and on behalf of

	 	 	)	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EMPLOYER and the GROUP

	 	 	)	 	 	Titanium Asset Management Corp.	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SIGNED by NIGEL WIGHTMAN
	 	 	 	 	 	/s/ Nigel Wightman	 	 
	 

	 	 	 	 	 	 	 	 






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