Exhibit
10.17

     

    
      ARTIO
GLOBAL INVESTORS INC.

      MANAGEMENT
INCENTIVE PLAN

       

      


       

      1.           Purpose.  The
purpose of the Artio Global Investors Inc. Management Incentive Plan (the
“Plan’) is to advance the interests of Artio Global Investors Inc., a Delaware
corporation (the “Company”) and its stockholders by providing certain key
executives of the Company and its affiliates and subsidiaries with annual
incentive compensation that is tied to the achievement of pre-established and
objective performance goals.  The Plan was adopted by the Company’s
Board of Directors on August 6, 2009 and approved by the Company’s stockholders
on  September __, 2009.

       

      2.           Definitions.  Unless
the context clearly indicates otherwise, the following terms shall have the
following meanings:

       

      “Award” means an incentive
compensation award granted under the Plan that is contingent on the attainment
of Performance Factors with respect to a Performance Period.

       

      “Board” means the Board of
Directors of the Company.

       

      “Committee” means the
Compensation Committee of the Board, a subcommittee thereof, or such other
committee as may be appointed by the Board to administer the Plan pursuant to
Section 3 below.  If required by the Board, the Committee shall be
comprised of three or more non-employee directors of the Board who shall qualify
to administer the Plan as “outside directors” under Section 162(m) of the Code
and who shall qualify as “independent’ under the NYSE listing
requirements.

       

      “Code” means the Internal
Revenue Code of 1986, as amended.

       

      “Participant” means each key
employee of the Company or its affiliates or subsidiaries who has been selected
by the Committee to participate in the Plan during any Performance
Period.

       

      “Performance Factors” means
the criteria and objectives, determined by the Committee, which must be met
during the applicable Performance Period as a condition of a Participant’s receipt of payment with respect to an
Award.  The Performance Factors may be based on the performance of the
Company as a whole, the performance of different affiliates, subsidiaries or
divisions or based on the personal goals of the individual.  The
Performance Factors may include, without limitation, the following: total
shareholder return; earnings per share; cash flow; free cash flow; selling,
general and administrative expense; working capital management; share price;
gross margin; revenue growth; operating income growth; net earnings; net income
(before or after taxes); return on equity; return on assets or net assets; or
any combination of the foregoing, each as determined in accordance with
generally accepted accounting principles, where applicable, as consistently
applied by the Company. Performance criteria may
be measured on an absolute (e.g., plan or budget) or
relative basis.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      “Performance Period” means any
period or periods designated by the Committee for determining Performance Awards
under the Plan, which generally shall be for a period of at least 12
months.  The initial Performance Period shall be with respect to the
fiscal year ending December 31, 2009.

       

      “Plan” means the Artio Global
Investors Inc. Management Incentive Plan, as amended from time to
time.

       

      3.           Plan
Administration.  The Committee shall have full discretion,
power and authority to administer and interpret the Plan and to establish rules
and procedures for its administration as the Committee deems necessary and
appropriate.  The Committee may delegate to officers and employees of
the Company or its affiliates the authority to manage the day-to-day
administration of the Plan, including without limitation the discretionary
authority to: (i) administer and interpret the terms of the Plan; and
(ii) to make all determinations with respect to the Plan, including all
factual determinations.  Any interpretation of the Plan or other act
or decision on any matter pertaining to the Plan that is made by the Committee
(or its delegate) in its discretion in good faith shall be final and binding on
all parties.  In the event a Committee has not been designated to
administer the Plan, the Board shall administer the Plan and all references to
the Committee shall be deemed to refer to the Board.

       

      4.           Eligibility.  Awards
may be granted to Participants selected by the Committee in its sole
discretion.

       

      5.           Terms of
Awards.  Awards
granted under the Plan shall be communicated to
Participants in such form as the Committee shall from time to time approve and
the terms and conditions of such Awards shall be set forth
therein.

       

      (a)  In
General.  No later than the 90th day of each Performance
Period, the Committee shall
specify in writing, by resolution of the Committee or other appropriate action,
the Participants for such Performance Period and the Performance Factors
applicable to each Award for each Participant with respect to such Performance
Period.  Unless otherwise provided by the
Committee in connection with specified terminations of employment, payment in
respect of Awards shall be made only if and to the extent the minimum
Performance Factors with respect to such Performance Period are attained.
Notwithstanding the
foregoing, any Awards with respect to the initial Performance Period and the
payment therefor shall be determined by the Committee in its
discretion.

       

      (b)  Special Provisions
Regarding Awards.  The Committee may at its discretion increase
(except to the extent required with respect to a Participant who is a covered
employee within the meaning of Section 162(m) of the Code) or decrease the
amount of an Award payable upon attainment of the specified Performance Factors
which would otherwise be payable with respect to such Award, based on, among
other things, the Committee's assessment of the Participant's contribution to
the long-term health of the Company. 

       

      6.           Time and Form of Payment.  Unless otherwise determined by the
Committee, all payments in respect of Awards granted under this Plan shall be
made in cash no later than
March 15th of the year following the end of a
Performance Period ending December 31 and, in all other 

       

       

      
        
          
          

        

        
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      cases, no later than 90 days following
the end of the applicable Performance Period.  In the case of a Participant who is a covered employee within the
meaning of Section 162(m) of the Code, unless otherwise determined by the
Committee and to the extent
required under Section 162(m) of the Code, such payments shall be made only after
achievement of the relevant Performance Factors have been certified by the Committee.
 Unless otherwise provided by the
Committee, a Participant must be actively employed
by or providing services to the Company or its affiliates or subsidiaries at the time Awards generally
are paid with respect to a Performance
Period in order to be eligible to receive payment in respect of such
Award.

       

      7.           Plan Amendment and
Termination.  Except as explicitly provided by law, this Plan
is provided at the Company’s sole discretion and the Board or the Committee may
modify or terminate it at any time, prospectively or retroactively, without
notice or obligation for any reason, subject to obtaining any necessary
stockholder approval as required by law, regulation or listing exchange
requirement.  In addition, there is no obligation to extend the Plan
or to establish a replacement plan in subsequent years.

       

      8.           Miscellaneous
Provisions.

       

      (a)  No Rights to
Awards.  No employee, Participant or other person shall have
any claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of employees, Participants, or beneficiaries of Awards
under the Plan.  The terms and conditions of Awards need not be the
same with respect to each recipient.  Any Award granted under the Plan
shall be a one-time Award which does not constitute a promise of future
grants.  The Company, in its sole discretion, maintains the right to
make available future grants hereunder.

       

      (b)  Withholding.  The
Company shall be authorized to withhold from any Award granted or from any
compensation or other amount owing to a Participant the amount of required
withholding taxes due in respect of an Award.

       

      (c)  Section 409A of the Code.  It is the intention of
the Company that this Plan be exempt from, or if not so exempt, comply with, the
requirements of Section 409A of the Code and any guidance issued thereunder,
including without limitation the six month delay for payments of deferred
compensation to “key employees” upon separation from service pursuant to Section
409A(a)(2)(B)(i) of the Code (if applicable), and the Plan shall be interpreted,
operated and administered accordingly.  Notwithstanding anything in
this Plan to the contrary, the Company does not guarantee the tax treatment of
any payments or benefits under this Plan, whether pursuant to the Code, federal,
state, local or foreign tax laws or regulations.

       

      (d)  No Limit on Other
Compensation Arrangements.  Nothing contained in the Plan shall
prevent the Company from adopting or continuing in effect other or additional
compensation arrangements, and such arrangements may be either generally
applicable or applicable only in specific cases.

       

      (e)  No Right to Continued
Employment.  The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of, or to continue
to provide services to, the Company or any of its affiliates or
subsidiaries.  Further, the Company or any affiliate or 

       

       

      
        
          
          

        

        
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      subsidiary
may at any time dismiss a Participant, free from any liability, or any claim
under the Plan, unless otherwise expressly provided in the Plan.  The
receipt of any Award under the Plan is not intended to confer any rights on the
receiving Participant except as set forth in the terms of the
Award.

       

      (f) Governing Law.  The
validity, construction and effect of the Plan and any rules and regulations
relating to the Plan and any Award shall be determined in accordance with the
laws of the State of New York, without application of the conflict of laws
principles thereof.

       

      (g)  Severability.  If
any provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction, or as to any person or Award,
such provision shall be construed or deemed amended to conform to applicable
laws.

       

      (h)  No Trust or Fund
Created.  Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company and a Participant or any other
person.  To the extent that any person acquires a right to receive
payments from the Company pursuant to an Award, such right shall be no greater
than the right of any unsecured general creditor of the Company.

       

      


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