Exhibit
10.9

    
       

       

      EMPLOYMENT
AGREEMENT

       

      EMPLOYMENT
AGREEMENT (“Agreement”) dated as
of [_______ __], 2009 between Artio Global Investors Inc. (the “Company”) and Richard
C. Pell (“Executive”).

       

      WHEREAS,
the Company desires to employ Executive and to enter into an agreement embodying
the terms of such employment; and

       

      WHEREAS,
Executive desires to accept such employment and enter into such an
agreement;

       

      NOW,
THEREFORE, in consideration of the premises and mutual covenants herein and for
other good and valuable consideration, the parties agree as
follows:

       

      1.           Position/Responsibilities;
Reporting.  During the Employment Term, Executive shall serve
as the Company’s Chief Executive Officer and Chief Investment
Officer.  Executive shall also serve as Chairman of the Board of
Directors of the Company (the “Board”).  Executive
shall have such responsibilities and duties as are customary for a chief
executive officer of a publicly held investment management company and shall
devote his full business time and efforts to his services as an
executive.  Executive shall report to the Board. Notwithstanding the
foregoing, Executive shall be permitted to manage his individual and family
investments and affairs, engage in charitable activities and community affairs,
and act as members, directors or officers of such investment entities or
industry trade associations or groups, provided that such activities do not
interfere with his duties to the Company.

       

      2.           Term of
Employment.  The term of employment of Executive under this
Agreement (the “Employment Term”)
shall commence on the Effective Date and shall continue until such time as it is
terminated by the Company or Executive in accordance with Section 4 of this
Agreement.  As used herein, “Effective Date” shall
mean the closing of an initial underwritten public offering of the Company’s
Class A common stock.  This Agreement shall become effective only when
and if the Effective Date occurs.  If the Effective Date does not
occur on or before November 30, 2009, then this Agreement shall be null and
void.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      3.           Compensation and
Benefits.

       

      3.1.                  Base
Salary.  During each of the first two years of the Employment
Term, the Company shall pay Executive a base salary at the annual rate of not
less than $500,000, payable in accordance with the Company’s normal payroll
practices.  Executive shall be entitled to such increases in
Executive’s base salary, if any, as may be determined from time to time in the
sole discretion of the Board.  Executive’s annual base salary, as in
effect from time to time, is hereinafter referred to as the “Base
Salary.”

       

      3.2.                  Annual
Bonus.  With respect to each calendar year, or any portion
thereof, during the Employment Term, Executive shall be eligible to earn an
annual cash bonus (an “Annual
Bonus”).  The amount of the Annual Bonus, or any portion
thereof, earned in respect of the twenty-four month period following the
Effective Date shall be determined based upon a minimum target amount equal to
$3,500,000 for each twelve-month period within such twenty-four month
period.  The actual amount of the Annual Bonus shall be determined by
the Board based on an assessment of Executive’s performance relative to a set of
objectives and criteria determined by the Board and reviewed in advance with
Executive.  In respect of calendar years, or any portion thereof,
after the twenty-four month period following the Effective Date, the amount of
such Annual Bonus shall be determined by the Board in its sole
discretion.  The Annual Bonus shall be payable at such time bonuses
are generally paid to employees of the Company, but in any event no later than
March 15 following the end of each calendar year, or any portion thereof, during
the Employment Term. 

       

      3.3.                  Benefits.  Executive
shall be entitled to participate in or receive benefits under all employee
benefit plans and arrangements generally made available by the Company to its
most senior level executives (excluding equity grants made in connection with
the Company’s initial public offering), subject to and on a basis consistent
with, the terms, conditions and overall administration of such plans and
arrangements.

       

      3.4.                  Vacation.  Executive
shall be entitled to vacation time in accordance with the policies established
by the Company from time to time for its most senior level
executives.

       

      3.5.                  Expense
Reimbursement.  Executive will be reimbursed for ordinary and
necessary business and travel expenses reasonably incurred in the performance of
his duties in accordance with 

       

      
        
          
          

        

        
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      the
generally applicable policies and procedures of the Company; provided that such
expenses are properly documented and reported in accordance with the policies
and procedures of the Company applicable at the time the expenses are
incurred.

       

      4.           Termination.  The
Board may terminate the employment of Executive at any time and Executive may
resign at any time.  If Executive’s employment is terminated by the
Company or if Executive’s employment terminates due to the resignation, death or
permanent incapacity, Executive (or Executive’s estate or representative) shall
receive:  (i) any accrued but unpaid Base Salary (and other vested and
accrued employee benefits) through the termination date and (ii) any earned but
unpaid Annual Bonus relating to a bonus year completed prior to Executive’s
termination of employment and determined in accordance with applicable bonus
procedures.  If at the time of Executive’s termination of employment
Executive is a “specified employee” as defined in Section 409A of the Internal
Revenue Code of 1986, as amended (“Section 409A”),
Executive shall not be entitled to any payments upon such termination of
employment until the earlier of (x) the date that is six months after such
termination of employment for any reason other than death or (y) the date of
Executive’s death.  The preceding sentence will only apply if required
to comply with Section 409A.  Any payments to Executive that are
delayed in accordance with Section 409A shall accrue interest at the rate of
LIBOR plus 4% per annum, from and including the date of Executive’s termination
through the date such payment is made to Executive.

       

      5.           Restrictive
Covenants.

       

      5.1.                  Non-Disparagement.  During
the period commencing on the Effective Date and ending on the second anniversary
of the date upon which Executive ceases to be employed by the Company or its
subsidiaries (the “Restricted Period”),
Executive shall not make, publish or communicate to any person or entity,
including but not limited to the investors or clients of the Company, any
Disparaging (defined below) remarks, comments or statements concerning the
Company or any of its subsidiaries or any of their directors or
officers.  During the Restricted Period, the Company shall not, and
will cause its subsidiaries not to, and shall take reasonable steps to cause its
members, partners, directors, officers and employees not to make, publish or
communicate to any person or entity, including but not limited to the investors
or clients of the Company and its subsidiaries, any Disparaging remarks,
comments or statements concerning Executive.  “Disparaging” remarks,
comments or statements are those that impugn the character, honesty, integrity,
morality, 

       

       

      
        
          
          

        

        
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      business
acumen or abilities of the individual or entity being disparaged or that would
adversely effect in any manner the conduct of the business or the business
reputation of the Company or any of its subsidiaries.

       

      5.2.           Confidentiality.  Executive
acknowledges that he has previously acquired and may continue to acquire during
his employment by the Company Confidential Information (as defined below)
regarding the business of the Company and its
subsidiaries.  Accordingly, Executive shall not, without the prior
written consent of the Company, at any time, disclose to any unauthorized person
or otherwise use any such Confidential Information for any reason other than the
business of the Company.  “Confidential
Information” means any proprietary or confidential information of the
Company or its respective subsidiaries, including any non-public information
concerning the operations, systems, services, personnel, financial affairs and
investment and trading philosophies, strategies, techniques and performance of
the Company or any of its subsidiaries, computer software, forms, contracts,
agreements, literature or other documents, designed, developed or written by,
for, with or on behalf of the Company, any of its subsidiaries or any of their
respective investors or clients and the identity of any investors or clients of
the Company or its subsidiaries or other information about such investors or
clients or their investments and positions in any investment fund for which the
Company or its subsidiaries serve as an investment manager or a general partner
or in a similar capacity or information about any fund advised by the
Company.  The restrictions of this paragraph apply regardless of
whether such Confidential Information is in written, graphic, recorded,
photographic or any machine-readable form or is orally conveyed to
Executive.  Notwithstanding the foregoing, the term “Confidential
Information” does not include the following: (i) any information that is or
becomes public or known outside the Company without any action by Executive;
(ii) any information that was known to Executive prior to his employment with
the Company; or (iii) any information that is legally transmitted to Executive
by a third party which owes no obligation of confidentiality to the
Company.

       

      5.3.                  Company
Property.  All memorandums, models, plans, lists, notes,
records, components, devices, computer software or code, whether embodied in a
disk or in any other form, and other documents or papers (and all copies
thereof) relating to the Company or any of its subsidiaries, whether written or
stored on an electronic media system, made or compiled by Executive, or on
Executive’s behalf, in the course of Executive’s employment or made available to
the Executive in the course of his employment relating to the Company or any of
its subsidiaries shall be the property of the Company and shall, unless


       

       

      
        
          
          

        

        
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      otherwise
agreed to by the Company, be delivered to the Company promptly upon the
termination of Executive’s employment with the Company or at any other time upon
request, and Executive shall not retain any copies, abstracts, sketches or other
physical embodiment of any of such items.

       

      5.4.                  Track
Record.  The parties agree that following a termination of
Executive’s employment with the Company Executive shall be permitted to use or
disclose historic performance data relating to any publicly or privately offered
pooled investment funds or other investment partnerships or vehicles which are
managed by the Company or any of its subsidiaries and with respect to which
Executive had management, executive or investment responsibility (collectively,
the “Track
Record”), provided that such use and disclosure shall be solely for the
purpose of (a) seeking an employment opportunity, other than in an employment
role that would constitute Prohibited Competition Activity, (b) seeking a
co-investor or joint venture relationship with third parties, including in an
investment management business, but excluding any business that would constitute
Prohibited Competition Activity or (c) performing Investment Management
Services, other than Investment Management Services that would constitute a
Prohibited Competition Activity.  Notwithstanding anything herein or
elsewhere to the contrary, Executive shall not be in breach of any restrictive
covenants governing confidentiality or nondisclosure on account of his permitted
use and disclosure of historic performance data pursuant to the preceding
sentence.  For purposes of the foregoing provisions, the terms
Prohibited Competition Activity and Investment Management Services shall have
the meanings attributed to such terms under the Exchange Agreement among the
parties dated [___], 2009.  For the avoidance of doubt, nothing
contained herein shall limit the right of Company, its subsidiaries and their
successors from disclosing and using the Track Record as they deem fit in their
sole discretion.

       

      5.5.                  Work
Product.  Executive agrees that all ideas, inventions,
discoveries, systems, interfaces, protocols, models, concepts, formats,
suggestions, creations, developments, arrangements, designs, programs, products,
processes, investment strategies, materials, computer programs or software, data
bases, improvements, or other properties related to the business of the Company
and its subsidiaries conceived, made or developed while associated with the
Company, whether conceived by Executive alone or working with others, and
whether patentable or not (the “Work Product”), shall
be owned by, and belong exclusively to, the Company.  Executive hereby
assigns to the Company his entire rights to the Work Product and agrees to
execute any documents and take any action reasonably requested by the Company to
protect the 

       

       

      
        
          
          

        

        
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      rights of
the Company in any Work Product.  Without limiting the generality of
the foregoing, Executive acknowledges that any copyrightable subject matter
created by him within the scope of his responsibilities to the Company and its
subsidiaries, whether containing or involving Confidential Information or not,
is deemed a work-made-for-hire under Chapter 17 of the United States Code,
entitled “Copyrights,” as amended, and the Company and its subsidiaries shall be
deemed the author and owner thereof for any purposes whatsoever.  In
the event of any unauthorized publication of any Confidential Information, the
Company and its subsidiaries shall automatically own the copyright in such
publication.

       

      6.           Remedies; Specific
Enforcement.  The parties acknowledge and agree that
Executive’s breach or threatened breach of any of the restrictions set forth in
Section 5 will result in irreparable and continuing damage to the Company for
which there may be no adequate remedy at law and that the Company shall be
entitled to seek equitable relief, including specific performance and injunctive
relief as remedies for any such breach or threatened or attempted breach,
without requiring the posting of a bond.  Executive hereby consents to
the grant of an injunction (temporary or otherwise) against Executive or the
entry of any other court order against Executive prohibiting and enjoining him
from violating, or directing him to comply with, the restrictions set forth in
Section 5.  Executive also agrees that such remedies shall be in
addition to any and all remedies, including damages available to the Company
against him for such breaches or threatened or attempted breaches.

       

      7.           Other
Provisions.

       

      7.1.                  Notices. Any notice
or other communication required or which may be given hereunder shall be in
writing and shall be delivered personally, telegraphed, telexed, sent by
facsimile transmission or sent by certified, registered or express mail, postage
prepaid, and shall be deemed given when so delivered personally, telegraphed,
telexed, sent by facsimile transmission or received by mail, as
follows:

       

      If the Company, to:

       

      Artio
Global Investors Inc.

      330
Madison Avenue

      New York,
New York  10017

      Attention:
Adam R. Spilka

      


      Telephone:
(212) 297-3675

       

       

      
        
          
          

        

        
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      and

      


      If to
Executive, to his home address set forth in the records of the
Company.

      


      


      7.2.                  Entire Agreement.
This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements, written or oral,
with respect thereto, including but not limited to the letter agreement between
Executive and Julius Baer Investment Management LLC, dated May 4,
2004.

       

      7.3.                  Waiver and
Amendments. This Agreement may be amended, modified, superseded,
canceled, renewed or extended, and the terms and conditions hereof may be
waived, only by a written instrument signed by the parties or, in the case of a
waiver, by the party waiving compliance. No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any right, power or privilege
hereunder, nor any single or partial exercise of any right, power or privilege
hereunder, preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.

       

      7.4.                  Governing Law. This
Agreement shall be governed and construed in accordance with the laws of the
State of New York applicable to agreements made and to be performed entirely
within such state, without regard to conflicts of laws principles.

       

      7.5.                  Successors.  This
Agreement, and Executive’s rights and obligations hereunder, may not be assigned
by Executive.  The Company may assign this Agreement and its rights,
together with its obligations, to any a successor to the business of the
Company.

       

      7.6.                  Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
instrument, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such counterpart.

       

      7.7.                  Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning of terms contained herein.

       

       

      
        
          
          

        

        
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      7.8.                  Severability.  If
any term, provision, covenant or restriction of this Agreement, or any part
thereof, is held by a court of competent jurisdiction of any foreign, federal,
state, county or local government or any other governmental, regulatory or
administrative agency, arbitrator or authority to be invalid, void,
unenforceable or against public policy for any reason, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected or impaired or
invalidated.  Executive acknowledges that the covenants contained in
Section 5 are a condition of this Agreement and are reasonable and valid in all
respects.

       

      7.9.                  Judicial
Modification.  If any court determines that any of the
covenants in Section 5, or any part of any of them, is invalid or unenforceable,
the remainder of such covenants and parts thereof shall not thereby by affected
and shall be given full effect, without regard to the invalid
portion.

       

      7.10.                  Waiver of
Jury.  The Company and Executive each hereby waives trial by
jury in any judicial proceeding involving, directly or indirectly, any matters
(whether sounding in tort, contract or otherwise) in any way arising out of,
related to or connected with this Agreement.

       

      7.11.                  Withholding.  All
payments made to Executive pursuant to this Agreement shall be subject to
applicable withholding taxes, if any, and any amount so withheld shall be deemed
to have been paid to Executive for purposes of amounts due to Executive under
this Agreement.

       

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have
executed this Agreement as of the day and year first above
mentioned.

       

      
        	 
    	 
	 
    	 
	
                Executive

              	 
	 
    	 


      

      


      


      


      
        	
                ARTIO
      GLOBAL INVESTORS INC.

                 

              	 
	
                By:

              	 
    	 
	 
    	
                Name:

              	 
	 
    	
                Title: