QuickLinks
 -- Click here to rapidly navigate through this document

Exhibit 10.1  


 
 

JANUS CAPITAL GROUP INC.
  EMPLOYEE STOCK PURCHASE PLAN
  As Amended and Restated Effective October 23, 2006    
    


        1.     Purpose of the Plan. The purpose of this Employee Stock Purchase Plan (the "Plan") is to encourage
and enable Eligible Employees of Janus Capital Group Inc. ("Janus" or the "Company") and certain of its Subsidiaries and Affiliated Entities to acquire proprietary interests in Janus through
the ownership of Common Stock in order to establish a closer identification of their interests with those of Janus by providing them with a more direct means of participating in its growth and
earnings which, in turn, will provide motivation for participating Employees to remain with and to give greater effort on behalf of Janus. 


        2.     Definitions. The following words or terms, when used herein, shall have the following respective
meanings: 


        (a)   "Account"
shall mean and refer to the funds accumulated during the Offering Period with respect to an individual Employee as a result of deductions from such Employee's
paycheck during the Offering Period for the purpose of purchasing Shares under this Plan. 


        (b)   "Active
Service" shall mean and refer to the state of being paid for services performed or paid while absent for sickness, vacation, holidays or paid leave of absence,
but shall not include termination or severance payments. 


        (c)   "Board"
shall mean the Board of Directors of Janus. 


        (d)   "Code"
shall mean the United States Internal Revenue Code of 1986, as amended. 


        (e)   "Committee"
shall mean and refer to the Committee appointed by the Board to administer this Plan. 


        (f)    "Eligible
Compensation" shall mean and refer to the Employee's annual rate of base pay as determined from the payroll records on such date as shall be designated by the
Board or the Committee for any offering of Shares made under this Plan. Base pay includes gross straight time, sick pay, vacation pay or holiday pay, as the case may be, after any other payroll
deductions, but excludes overtime, commissions, bonuses and other forms of variable compensation. 



        (g)   "Eligible
Employee" or "Employee" shall mean and refer to a person regularly employed by Janus or one of its Subsidiaries or Affiliated Entities designated by the Board
or the Committee on such date as shall be designated by the Board or the Committee for an offering of Shares made pursuant to this Plan; provided, however, persons whose customary employment is for
only 20 hours or less per week or for not more than five months in any calendar year shall not be an "Employee" or an "Eligible Employee" as those terms are used herein. 


        (h)   "Enrollment
Agreement" means an agreement between Janus and an Employee, in such form as may be established by Janus from time to time, pursuant to which the Employee
elects to participate in this Plan, or elects changes with respect to such participation as permitted under this Plan. 


        (i)    "Enrollment
Period' shall mean and refer to that period of time prescribed in any offering of Shares made under this Plan beginning on the first day Eligible Employees
may elect to participate in the Offering Period to purchase Shares and ending on the last day such elections to participate are authorized to be received and accepted. 



        (j)    "Fair
Market Value" shall mean and refer to the average of the high and low sales prices for Shares traded on the New York Stock Exchange. 


        (k)   "Janus"
shall mean and refer to Janus Capital Group Inc. 







 



        (l)    "Offering
Date" shall mean the first Trading Day of each Offering Period as designated by the Board or the Committee. 



        (m)  "Offering
Period" shall mean and refer to a period of time established in advance by the Committee or its appropriate delegate in its sole discretion, during which
installment payments shall be made to purchase Shares pursuant to an offering made under this Plan. 


        (n)   "Option"
or "Options" shall mean and refer to the right or rights granted to Eligible Employees to purchase Shares pursuant to an offering made under this Plan. 


        (o)   "Outstanding
Election" shall mean the then-current election to purchase Shares in an offering under this Plan, or that part of such an election, which has
not been cancelled (including voluntary cancellation by the Employee under Section 9 and deemed cancellations under Section 14) prior to the close of business on the last Trading Day of
the Offering Period. 


        (p)   "Purchase
Price Per Share" shall be eighty-five percent (85%) of the Fair Market Value on the last Trading Day of the Offering Period; provided, however, the
Purchase Price Per Share will in no event be less than the par value of the Shares. 


        (q)   "Shares"
or "Common Stock" shall mean and refer to shares, $0.01 par value, of common stock of Janus, which it is authorized by its Certificate of Incorporation to
issue. 


        (r)   "Subsidiary"
or "Affiliated Entity" shall mean any corporation (other than Janus) in an unbroken chain of corporations beginning with Janus if, at the Offering Date of
the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. 


        (s)   "Trading
Day" shall mean a day on which the New York Stock Exchange is open for trading. 


        3.     Shares Reserved for Plan. On June 14, 2000, a total of 4,000,000 Shares of Janus Common
Stock were reserved as authorized and unissued for this Plan. The Shares so reserved may be issued and sold pursuant to one or more offerings under this Plan. With respect to any such offering, the
Board or the Committee will determine the number of Shares remaining available under the Plan on or before the Offering Date, the length of the Offering Period, the Offering Date and such other terms
and conditions not inconsistent with the Plan as may be necessary or appropriate. 


        In
the event of a subdivision or combination of Janus' Shares, the maximum number of Shares which may thereafter be issued and sold under the Plan and the number of Shares under
elections to purchase at the time of such subdivision or combination will be proportionately increased or decreased, the terms relating to the price at which Shares under elections to purchase will be
sold will be appropriately adjusted, and such other action will be taken as in the opinion of the Board or the Committee is appropriate under the circumstances. In the case of reclassification or
other changes in Janus' Shares, the Board or the Committee will make appropriate adjustments. 


        The
number of Shares which an Eligible Employee may purchase in an offering under the Plan may be reduced in the event the offering is over-subscribed. No Option granted to
an Eligible Employee in an offering under the Plan shall permit such Employee to purchase Shares which, if added together with the total number of Shares purchased by all other Employees in such
offering, would exceed the total number of Shares remaining available under the Plan on the Offering Date of such offering. As of the close of business on the last Trading Day of the Offering Period
in an offering, the number of Shares which all Eligible Employees have elected to purchase under Outstanding Elections shall be counted. If the total number of Shares which all Eligible Employees have
elected to purchase under Outstanding Elections in the offering exceeds the number of Shares remaining available under the Plan, the number of Shares for which each such Outstanding Election is
effective shall be reduced 


2







 



on
a pro rata basis, and the total number of Shares which may be purchased pursuant to all such Outstanding Elections shall not exceed the total number of Shares remaining available under the Plan. 



        All
Shares available to be sold in any offering under this Plan in excess of the total number of Shares purchased by Eligible Employees in any such offering shall continue to be reserved
for this Plan and shall be available for inclusion in any subsequent offering under this Plan. 


        4.     Administration of the Plan. This Plan shall be administered by a Committee appointed by the Board
(consisting of not less than three members of the Board who are not eligible to participate in this Plan and one of whom shall be designated as Chairman of the Committee) or the Committee's delegates.
The Committee is vested with full authority to make, administer and interpret such equitable rules and regulations regarding this Plan, to make amendments to the Plan itself, as it may deem advisable,
delegate its administrative authority, and implement minimum and maximum contribution rates. Its determinations as to the interpretation and operation of this Plan shall be final and conclusive. 


        The
Committee may act by a majority vote at a regular or special meeting or by a decision reduced to writing and signed by a majority of the Committee without holding a formal meeting.
Whenever under this Plan an action may be taken by the Board or the Committee, in the case of inconsistent or contradictory actions, the action of the Board shall prevail. 



        Vacancies
in the membership of the Committee arising from death, resignation, removal or other inability to serve shall be filled by appointment by the Board. 


        5.     Grant of Option; Limitations.


        (a)   Grant of Option. The Board or Committee may from time to time grant or provide for the grant of an Option in each
Offering Period as selected by the Board or Committee. On each Offering Date, this Plan shall be deemed to have granted to the Eligible Employee an Option to purchase as many Shares (which may include
a fractional share) as the Employee will be able to purchase with the payroll deductions credited to the Employee's Account during Employee's participation in that Offering Period (subject to the
limitations set forth below and Section 3). 


        (b)   Limit on Number of Shares Purchased. Notwithstanding the above, the maximum number of Shares an Employee may purchase
during each Offering Period shall be 1,500 Shares (subject to the limitations set forth below and Section 3). In addition to the limits on an Employee's participation in the Plan set forth
herein, the Board or Committee in its sole discretion may establish new or change existing limits on the number of Shares an Employee may elect to purchase with respect to any Offering Period if such
limit is announced prior to the beginning of the first Offering Period to be affected. 


        (c)   Limit on Value of Shares Purchased. Any provisions of the Plan to the contrary notwithstanding, no Employee shall be
granted an Option to purchase Shares under this Plan which permits his or her rights to purchase Shares under all such plans of Janus and its Subsidiaries to accrue at a rate which exceeds
twenty-five thousand dollars ($25,000) of the Fair Market Value of such Shares (determined at the time such Option is granted) for each calendar year in which such Option is outstanding at
any time. 


        (d)   5% Owner Limit. Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an Option to
purchase Shares under this Plan if such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code), immediately after such
Option is granted, owns or holds Options to purchase Shares possessing five percent (5%) or more of the total combined voting power or value of all classes of Shares of Janus or any of its
Subsidiaries. 


3







 



        (e)   Other Limitation. The Board or the Committee may determine, as to any offering of Common Stock made under this Plan, that
the offer will not be extended to highly compensated Employees within the meaning of Section 414(q) of the Code. 


        6.     Participation in the Plan. An Eligible Employee may become a participant by completing the
prescribed Enrollment Agreement and submitting such form to the Company, or with such other entity designated by the Company for this purpose, prior to the commencement of the offering to which it
relates. The Enrollment Agreement may be completed at any time after the Employee becomes eligible to participate in the Plan, and will be effective as of the Offering Date next following the receipt
of a properly completed Enrollment Agreement by the Company (or the Company's designee). 


        7.     Automatic Re-Enrollment. At the termination of each offering, each participating
Employee who continues to be eligible to participate shall be automatically re-enrolled in the next offering, unless the Employee has withdrawn from the Plan in accordance with
Section 9 or is otherwise ineligible to participate in the next offering. Upon a termination of the Plan as a whole, any balance in Employee's Account shall be refunded to him or her as soon as
practicable thereafter. 


        The
Company may require current participants to complete and submit a new Enrollment Agreement at any time it deems necessary or desirable to facilitate Plan administration or for any
other reason. 


        8.     Payroll Deductions and Adjustments to Deductions. At the time an Employee submits his or her
authorization for a payroll deduction, he or she shall elect to have a designated percentage or dollar amount of Eligible Compensation deducted on each payday during the time Employee is a participant
in an offering. Employee may withdraw his or her initial Enrollment Agreement before the Offering Period commences by submitting the prescribed withdrawal notice to the Company (or the Company's
designee) prior to the Offering Date for such Offering Period. 


        Payroll
deductions for an Employee shall commence on the Offering Date (or as soon as administratively practicable thereafter) and shall continue through subsequent offerings pursuant to
Section 7. All payroll deductions made by an Employee shall be credited to Employee's Account under the Plan. An Employee may not make any separate cash payment into such Account. 


        An
Employee may elect to increase or decrease the rate of his or her payroll deduction during an Offering Period by submitting the prescribed notification form to the Company (or the
Company's designee) at any time prior to the first day of the last calendar month of such Offering Period. Such adjustment to Employee's payroll deduction will be effective as soon as administratively
practicable thereafter and will remain in effect for successive offerings unless participation is earlier withdrawn by Employee as provided in Section 9 or until Employee's termination of
employment or Employee is otherwise ineligible to participate in the next Offering Period. 


        Notwithstanding
the foregoing, the Company may adjust participant's payroll deductions at any time during an Offering Period to the extent necessary to comply with
Section 423(b)(8) of the Code and the limitations of Section 5. Beginning with the next calendar year's first offering, payroll deductions will recommence and be made in
accordance with the Outstanding Election prior to such Company adjustment, unless the Employee withdraws in accordance Section 9, or is otherwise ineligible to participate in such offering. 


        9.     Withdrawal from Offering Period After Offering Date. An Employee may withdraw from an offering
after the applicable Offering Date, in whole but not in part, at any time prior to the first day of the last calendar month of such Offering Period by submitting the prescribed withdrawal notice to
the Company (or the Company's designee). If an Employee withdraws from an offering, Employee's Option for such offering will automatically be terminated, and the Company will refund in cash the
Employee's entire Account balance for such offering as soon as practicable thereafter. 


4







 



        The
Employee's withdrawal from a particular offering shall be irrevocable. If an Employee wishes to participate in a subsequent offering, he or she will be required to
re-enroll in the Plan by making a timely filing of a new Enrollment Agreement in accordance with Section 6. 



        10.   Method of Payment. Payment for Shares purchased pursuant to the Plan shall be made in
installments through periodic payroll deductions, with no right of prepayment. Each Employee electing to purchase Shares shall authorize the withholding from his or her pay for each payroll period
during the Offering Period the percentage or dollar amount of Eligible Compensation. Such deductions shall be in uniform periodic amounts in conformity with his or her employer's payroll deduction
schedule (subject to adjustments made in accordance with this Plan). The amount of each Employee's payroll deductions shall be credited to such Employee's Account. 



        If
in any payroll period, an Employee has no pay or his or her pay is insufficient (after other authorized deductions) to permit deduction of the full amount of his or her installment
payment, then (i) the installment payment for such payroll period shall be reduced to the amount of pay remaining, if any, after all other authorized deductions, and (ii) the percentage
or dollar amount of Eligible Compensation shall be deemed to have been reduced by the amount of the reduction in the installment payment for such payroll period. Deductions of the full amount
originally elected by Employee will recommence when his or her pay is sufficient to permit such deductible amount; provided, however, no additional amounts will be deducted to satisfy the Outstanding
Election. 


        11.   Interest on Payments. No interest shall be paid on sums withheld from an Employee's pay for
purchase of Shares under this Plan. 


        12.   Rights as Stockholder. An Employee will become a stockholder with respect to Shares that are
purchased pursuant to Options granted under the Plan when such Shares are transferred into an Employee's name on the books and records of Janus. In no event may Shares be purchased pursuant to an
Option more than 27 months after the Offering Date of such Option. Ownership of Shares purchased under the Plan will be entered on the books and records of Janus as soon as administratively
practicable after payment for the Shares has been received in full by Janus. Shares purchased under the Plan will be issued as soon as practicable after an Employee becomes a stockholder. An Employee
will have no rights as a stockholder with respect to Shares for which an election to purchase has been made under the Plan until such Employee becomes a stockholder as provided above. 


        13.   Rights to Purchase Shares Not Transferable. An Employee's rights under his or her election to
purchase Shares under this Plan may not be sold, pledged, assigned, or transferred in any manner. If an Employee's rights are sold, pledged, assigned, or transferred in violation of this
Section 13, the right to purchase Shares of the Employee guilty of such violation shall terminate, and the only right remaining under such Employee's election to purchase will be to receive a
refund of the amount then credited to the Employee's Account. 


        14.   Deemed Cancellations.


        (a)   Events Constituting a Deemed Cancellation.



        (i)    Leave of Absence, Layoff or Temporarily Out of Active Service. An Employee purchasing Shares under the Plan who is
granted an unpaid leave of absence, is laid off, or otherwise temporarily out of Active Service during the Offering Period without terminating employment shall be eligible to remain a participant in
the Plan during such absence, for a period of no longer than 90 days or, if longer, so long as the Employee's right to reemployment with his or her employer is guaranteed either by statute or
contract (but not beyond the last day of the Offering Period). The provisions of Section 10 shall apply if the Employee has no pay or his or her pay is insufficient (after other authorized
deductions) to cover the required installment payments during such absence. If an Employee does not return to Active Service upon the expiration of his or her leave of absence or lay-off
or, in any event, within 90 days from the date of his or her leaving Active 



5







 

Service
(unless the Employee's right to reemployment with his or her employer is guaranteed either by statute or contract), his or her election to purchase shall be deemed to have been cancelled on
the 91st day after such Employee's leaving Active Service. 


        (ii)   Termination of Employment. If, before an Employee has completed payment for Shares under the Plan, he or she resigns, is
dismissed or transferred to a company other than Janus or a Subsidiary of Janus, or if the entity by which he or she is employed should cease to be a Subsidiary of Janus, his or
her election to purchase shall be deemed to have been cancelled at that time; provided, however, that the Committee in its sole discretion may in lieu thereof specify that there shall be a
"Substitution or Assumption" (and not a deemed cancellation) of an election to purchase if the Committee determines that a company or entity and Janus have made satisfactory arrangements for such
company or entity to substitute a new option for the Option under such election to purchase, or to assume such Option under such election to purchase, by reason of a transaction (A) that is a
corporate merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation, as defined in Section 424(a) of the Code and regulations thereunder
(including a spin-off, split-up or similar transaction); (B) pursuant to which the excess of the aggregate fair market value of the shares subject to the new option
immediately after the Substitution or Assumption over the aggregate option price of such shares is not more than the excess of the aggregate fair market value of all Shares subject to the Option
immediately before the Substitution or Assumption over the aggregate option price of such Shares; and (C) pursuant to which the new option or the assumption of the Option does not give the
Employee additional benefits which he or she did not have under the Option. 


        (iii)  Death of a Participant. If an Employee dies before he or she has completed payment for Shares under the Plan, his or
her election to purchase Shares shall be deemed to have been cancelled on the date of death. As soon as administratively feasible after the death of an Employee, the amount then credited to the
Employee's Account shall be paid in cash to the beneficiary or beneficiaries designated by the Employee on a beneficiary designation form filed with Janus before such Employee's death or, in the
absence of an effective beneficiary designation, to the executor, administrator or other legal representative of the Employee's estate. 




        (b)   Terms and Conditions of a Deemed Cancellation. In the event that an Employee's election to purchase Shares is deemed to
be cancelled as defined above in this Section 14, the Employee shall be withdrawn from Plan participation and cease to be a participant, and the Company will refund in cash the Employee's
entire Account balance for such offering as soon as practicable thereafter. 


        (c)   Terms and Conditions of a Substitution or Assumption. If the Committee determines under
Section 14(a)(ii) of the Plan to provide a Substitution or Assumption of Options granted hereunder, the Employee shall have no further rights under this Plan and the Employee's rights,
if any, to his or her Account or to purchase any property in lieu of Shares shall be governed exclusively by the arrangements effecting such Substitution or Assumption including any stock purchase
plan of the company or entity substituting a new option for an Option or assuming an existing Option. 


        15.   Application of Funds. All funds received by Janus in payment for Shares purchased under this Plan
and held by Janus at any time may be used for any valid corporate purpose. 


        16.   No Employment/Service Rights. Neither the action of the Company in establishing the Plan, nor any
action taken under the Plan by the Board or the Committee, nor any provision of the Plan itself, shall be construed so as to grant any person the right to remain in the employ of the Company, a
Subsidiary or an Affiliated Entity for any period of specific duration, and such person's employment may be terminated at any time, with or without cause. 


6







 



        17.   Commencement of Plan; Restatement. This Plan originally commenced on
July 13, 2000. This amendment and restatement of the Plan as set forth herein is effective October 23, 2006, and applies to offerings following such date. 


        18.   Government Approvals or Consents; Amendment. This Plan and any offering and sales to Employees
under it are subject to any governmental or regulatory approvals or consents that may be or become applicable in connection therewith. The Board or the Committee may terminate the Plan at any time and
may make such changes in the Plan and include such terms in any offering under this Plan as may be necessary or desirable, including, but not limited to, such changes as may be necessary or desirable,
in the opinion of counsel for Janus, to comply with the rules or regulations of any governmental authority, or to be eligible for tax benefits under the Code or the laws of any state. 


7











QuickLinks


JANUS CAPITAL GROUP INC. EMPLOYEE STOCK PURCHASE PLAN As Amended and Restated Effective October 23, 2006