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Exhibit 10.7  


 
 

CHANGE IN CONTROL AGREEMENT    
    


        THIS AGREEMENT, dated Janaury 1, 2005, is made by and between Janus Management Holdings Corporation (the "Company") and Richard Gibson Smith (the
"Executive"). 


        WHEREAS,
the Company considers it essential to the best interests of the Company to foster the continued employment of key personnel; and 


        WHEREAS,
the Company recognizes that the possibility of a Change in Control always exists and that such possibility, and the uncertainty and questions which it may raise among employees,
may result in the departure or distraction of key personnel to the detriment of the Company; and 



        WHEREAS,
the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key personnel, including the Executive, to
their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a Change in Control; 


        NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows: 


        1.     Defined Terms. The definitions of capitalized terms used in this Agreement are provided in the last Section hereof. 



        2.     Term of Agreement. The Term of this Agreement shall commence on the date hereof and shall continue in effect through
December 31, 2006; provided, however, that commencing on January 1, 2006 and each January
1 thereafter, the Term shall automatically be extended for one additional year unless, not later than September 30 of the preceding year, the Company or the Executive shall have given notice
not to extend the Term; and further provided, however, that if a Change in Control shall have occurred
during the Term, the Term shall expire no earlier than twenty-four (24) months beyond the month in which such Change in Control occurred. Notwithstanding anything herein to the contrary, the
Term of the Agreement shall immediately terminate if, prior to the Change in Control, the Company (or such other Affiliate of the Parent that then employs the Executive) ceases to be an Affiliate of
the Parent. 


        3.     Company's Covenants Summarized. In order to induce the Executive to remain in the employ of the Company and in
consideration of the Executive's covenants set forth in Section 4 hereof, the Company agrees, under the conditions described herein, to pay the Executive the Severance Payments and the other
payments and benefits described herein. Except as provided in Section 9.1 hereof, no Severance Payments shall be payable under this Agreement unless there shall have been (or, under the terms
of the second sentence of Section 6.1 hereof, there shall be deemed to have been) a termination of the Executive's employment with the Company following a Change in Control and during the Term.
This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not
have any right to be retained in the employ of the Company. 


        4.     The Executive's Covenants. The Executive agrees that, subject to the terms and conditions of this Agreement, in the event
of a Potential Change in Control during the Term, the Executive will remain in the employ of the Company until the earliest of (i) a date which is six (6) months from the date of such
Potential Change in Control, (ii) the date of a Change in Control, (iii) the date of termination by the Executive of the Executive's employment for Good Reason or by reason of death,
Disability or Retirement, or (iv) the termination by the Company of the Executive's employment for any reason. 


        5.     Compensation Other Than Severance Payments. 



        5.1   Following
a Change in Control and during the Term, during any period that the Executive fails to perform the Executive's full-time duties with the Company as a result of
incapacity due to 







 



physical
or mental illness, the Company shall pay the Executive's base salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits
payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the
Executive's employment is terminated by the Company for Disability. 



        5.2   If
the Executive's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive's base salary and
incentive compensation to the Executive through the Date of Termination as in effect immediately prior to the Date of Termination or, if higher, as in effect immediately prior to the Change in
Control, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company's compensation and benefit plans, programs or arrangements
as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control. 



        5.3   If
the Executive's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the
Executive's normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the
Company's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as
in effect immediately prior to the Change in Control. 


        6.     Severance Payments. 


        6.1   If
the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of
death or Disability, or (C) by the Executive without Good Reason, then, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this
Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof. For purposes of this
Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the
Executive's employment is terminated by the Company without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of
a Person who has entered into an agreement with the Parent the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment for Good Reason prior to
a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the
Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in
connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). 



        (A)  In
lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the
Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to two times the sum of (1) the Executive's average annual cash compensation earned in the two
four-quarter periods immediately prior to the Date of Termination or, if higher, earned in the two four-quarter periods immediately prior to the Change in Control and (2) the value of the
Company's contributions made pursuant to the Janus Capital Group Inc. 401(k), Profit Sharing and Employee Stock Ownership Plan (or any successor plan) on behalf of the Executive in the four quarters
immediately prior to the Date of Termination or, if higher, in the four quarters immediately prior to the Change in Control. 



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        (B)  For
the twenty-four (24) month period immediately following the Date of Termination, the Company shall arrange to provide the Executive and his dependents medical,
dental, and vision insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination or, if more favorable to the Executive,
those provided to the Executive and his dependents immediately prior to the Change in Control, at no greater after tax cost to the Executive than the after tax cost to the Executive immediately prior
to such date. Benefits otherwise receivable by the Executive pursuant to this Section 6.1(B) shall be reduced to the extent benefits of the same type are received by or made available to
the Executive during the twenty-four (24) month period following the Executive's termination of employment (and any such benefits received by or made available to the Executive shall be reported to
the Company by the Executive); provided, however, that the Company shall reimburse the Executive for the
excess, if any, of the after tax cost of such benefits to the Executive over such cost immediately prior to the Date of Termination or, if more favorable to the Executive, the Change in Control. The
coverage provided pursuant to this Section 6.1(B) shall run concurrently with and shall be offset against any continuation coverage under Part 6 of Title I of Employee Retirement
Income Security Act of 1974, as amended. 


        (C)  The
Company will make available to the Executive three months of outplacement service at no cost to the Executive through a provider of such services selected by
the Company. 




        6.2   (A) Whether
or not the Executive becomes entitled to the Severance Payments, if any payment or benefit received or to be received by the Executive (including any
payment or benefit received in connection with a Change in Control or the termination of the Executive's employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or
agreement) (all such payments and benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") will be subject (in whole or part) to the Excise Tax, then, the
Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any
federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, and after taking into account the phase out of itemized deductions and personal exemptions attributable
to the Gross-Up Payment, shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highest
marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and
locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section 6.2),
net of the maximum reduction in federal income tax which could be obtained from deduction of such state and local taxes. 


        (B)  For
purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments
shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, unless in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive
and selected by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor (the "Auditor"), such other payments or benefits (in whole or in part) do
not constitute parachute payments, including by reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l)
of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services
actually rendered, within the meaning of section 280G(b)(4)(B) of the Code, in excess of the Base Amount allocable to such reasonable compensation, or are otherwise not subject to the
Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and
(4) of the Code. Prior to the payment date set forth in Section 6.3 hereof, the Company shall provide the Executive with its 


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calculation
of the amounts referred to in this Section 6.2(B) and such supporting materials as are reasonably necessary for the Executive to evaluate the Company's calculations. If the
Executive disputes the Company's calculations (in whole or in part), the reasonable opinion of Tax Counsel with respect to the matter in dispute shall prevail. 



        6.3   The
payments provided in subsection (A) of Section 6.1 hereof and in Section 6.2 hereof shall be made not later than the fifth day following the
Date of Termination (or if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of Section 6.2 hereof);  provided, however, that if the amounts of such payments cannot be finally determined on or before such
day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Executive or, in the case of payments under Section 6.2 hereof, in accordance with
Section 6.2 hereof, of the minimum amount of such payments to which the Executive is clearly entitled and shall pay the remainder of such payments (together with interest on the unpaid
remainder (or on all such payments to the extent the Company fails to make such payments when due) at 120% of the rate provided in section 1274(b)(2)(B) of the Code) as soon as the
amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. At the time that payments are made under this Agreement, the Company shall provide
the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice
the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). 



        6.4   In
the event the Executive incurs legal fees and expenses disputing in good faith any issue hereunder relating to the termination of the Executive's employment, seeking
in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of
section 4999 of the Code to any payment or benefit provided hereunder, the Company shall reimburse the Executive for such legal fees and expenses if the Executive prevails, in material part, in
such dispute. 


        7.     Termination Procedures and Compensation During Dispute. 



        7.1   Notice of Termination. After a Change in Control and during the Term, any purported termination of the Executive's
employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof. For
purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. Further, a Notice of Termination for Cause is required to include
a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the
purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board) finding
that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars
thereof in detail. 


        7.2   Date of Termination. "Date of Termination," with respect to any purported termination of the Executive's employment after
a Change in Control and during the Term, shall mean (i) if the Executive's employment is terminated for Disability, thirty (30) days after Notice of Termination is given (provided that
the Executive shall not have returned to the full-time performance of the Executive's duties during such thirty (30) day period), and (ii) if the Executive's employment is terminated for any other
reason, the date specified in the Notice of Termination (which, in the case of a termination by the Company, shall not be less than thirty (30) days (except in the case of a termination for
Cause) and, in the case of a termination by the Executive, shall not be less than fifteen 


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(15) days
nor more than sixty (60) days, respectively, from the date such Notice of Termination is given). 


        7.3   Dispute Concerning Termination. If within fifteen (15) days after any Notice of Termination is given, or, if
later, prior to the Date of Termination (as determined without regard to this Section 7.3), the party receiving such Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be extended until the earlier of (i) the date on which the Term ends or (ii) the date on which the dispute is finally resolved,
either by mutual written agreement of the parties or by a final judgment, order or decree of a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal
therefrom has expired and no appeal has been perfected); provided, however, that the Date of Termination
shall be extended by a notice of dispute given by the Executive only if such notice is given in good faith and the Executive pursues the resolution of such dispute with reasonable diligence. 


        7.4   Compensation During Dispute. If a purported termination occurs following a Change in Control and during the Term and the
Date of Termination is extended in accordance with Section 7.3 hereof, the Company shall continue to pay the Executive the full compensation in effect when the notice giving rise to the dispute was
given (including, but not limited to, salary) and continue the Executive as a participant in all compensation, benefit and insurance plans in which the Executive was participating when the notice
giving rise to the dispute was given, until the Date of Termination, as determined in accordance with Section 7.3 hereof. Amounts paid under this Section 7.4 are in addition to all other
amounts due under this Agreement (other than those due under Section 5.2 hereof) and shall not be offset against or reduce any other amounts due under this Agreement. 



        8.     No Mitigation. The Company agrees that, if the Executive's employment with the Company terminates during the Term, the
Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 6 hereof or Section 7.4
hereof. Further, except as specifically provided in Section 6.1(B) hereof, no payment or benefit provided for in this Agreement shall be reduced by any compensation earned by the
Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise. 



        9.     Successors; Binding Agreement. 


        9.1   In
addition to any obligations imposed by law upon any successor to the Company, and subject to the last sentence of Section 2, the Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such
assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and
on the same terms as the Executive would be entitled to hereunder if the Executive were to terminate the Executive's employment for Good Reason after a Change in Control, except that, for purposes of
implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. 


        9.2   This
Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death
of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal
representatives or administrators of the Executive's estate. 


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        10.   Notices. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be
in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed, if to the Executive, to the
address inserted below the Executive's signature on the final page hereof and, if to the Company, to the address set forth below, or to such other address as either party may have furnished to
the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt: 




To
the Company: 


Janus
Capital Group Inc.

151 Detroit Street

Denver, Colorado 80206

Attn.: General Counsel 





        11.   Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing and signed by the Executive and the Company, provided, however, that the Company may amend the Agreement in a manner reasonably intended to avoid the acceleration of
tax and the possible imposition of penalties under Section 409A of the Code. No waiver by either party hereto at any time of any breach by the other party hereto of, or of any lack of
compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior
or subsequent time. This Agreement supersedes any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof which have been made by either
party; provided, however, that this Agreement shall supersede any agreement setting forth the terms and
conditions of the Executive's employment with the Company only in the event that the Executive's employment with the Company is terminated on or following a Change in Control, by the Company other
than for Cause or by the Executive for Good Reason or prior to a Change in Control pursuant to the second sentence of Section 6.1 of this Agreement. The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of Delaware. All references to sections of the Exchange Act or the Code shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to
which the Executive has agreed. The obligations of the Company and the Executive under this Agreement which by their nature may require either partial or total performance after the expiration of the
Term (including, without limitation, those under Sections 6 and 7 hereof) shall survive such expiration. 


        12.   Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect. 



        13.   Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument. 


        14.   Settlement of Disputes. All claims by the Executive for benefits under this Agreement shall be directed to and determined
by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the specific reasons for
the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Executive for a review of the decision denying a claim and shall further
allow the Executive to appeal to the Board a decision of the Board within sixty (60) days after notification by the Board that the Executive's claim has been denied. Notwithstanding the above,
in the event of any dispute, any decision by the Board hereunder shall be subject to a de novo review by the court. 


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        15.   Definitions. For purposes of this Agreement, the following terms shall have the meanings indicated below: 



        (A)  "Affiliate"
shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act. 


        (B)  "Auditor"
shall have the meaning set forth in Section 6.2 hereof. 


        (C)  "Base
Amount" shall have the meaning set forth in section 280G(b)(3) of the Code. 


        (D)  "Board"
shall mean the Board of Directors of the Parent. 


        (E)  "Cause"
for termination by the Company of the Executive's employment shall mean (i) the willful and continued failure by the Executive to substantially perform
the Executive's duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the
issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 7.1 hereof) that has not been cured within 30 days after a written demand for substantial
performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's
duties; (ii) the willful engaging by the Executive in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise; or (iii) a willful or reckless
violation by the Executive of a material legal or regulatory requirement that is materially and demonstrably injurious to the Company. For purposes of this definition, no act, or failure to act, on
the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in
the best interest of the Company. Any act, or failure to act, based upon express written authority by the Board, Chief Executive Officer and/or Chief Investment Officer with respect to such act or
omission or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. 


        (F)  A
"Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: 



        (1)   An
acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the
then outstanding shares of common stock of the Parent (the "Outstanding Parent Common Stock") or (B) the combined voting power of the then outstanding voting securities of the Parent entitled
to vote generally in the election of directors (the "Outstanding Parent Voting Securities"); excluding, however, the following: (i) any acquisition directly from the Parent, other than an
acquisition by virtue of the exercise of a conversion privilege unless the
security being so converted was itself acquired directly from the Parent, (ii) any acquisition by the Parent, (iii) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Parent or any entity controlled by the Parent, or (iv) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of
subsection (3) of this definition; or 


        (2)   A
change in the composition of the Board such that the individuals who, as of the effective date of the this Agreement, constitute the Board (such Board shall be
hereinafter referred to as the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided,  however, for purposes of
this definition, that any individual who becomes a member of the Board subsequent to the effective date hereof, whose election,
or nomination for election by the Parent's shareholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent
Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided
further, that any such individual whose initial 



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assumption
of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or 


        (3)   Consummation
of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent or the acquisition of the
assets or stock of another entity ("Business Combination"); excluding, however, such a Business Combination pursuant to which (A) all or substantially all of the individuals and entities who
are the beneficial owners, respectively, of the Outstanding Parent Common Stock and Outstanding Parent Voting Securities immediately prior to such Business Combination will beneficially own, directly
or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the
Parent or all or substantially all the Parent's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business
Combination, of the Outstanding Parent Common Stock and Outstanding Parent Voting Securities, as the case may be, (B) no Person (other than the Parent or any employee benefit plan (or related
trust) of the Parent or the corporation resulting from such Business Combination) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of
the corporation resulting from such Business Combination or the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors
except to the extent that such ownership existed prior to the Business Combination; and (C) individuals who were members of the Incumbent Board will constitute at least a majority of the
members of the board of directors of the corporation resulting form such Business Combination; or 


        (4)   The
approval by the stockholders of the Parent of a complete liquidation or dissolution of the Parent. 




        (G)  "Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time. 



        (H)  "Company"
shall mean Janus Management Holdings Corporation collectively with its Affiliates, and any successor to its business and/or assets which assumes and agrees to
perform this Agreement by operation of law, or otherwise. 


        (I)   "Date
of Termination" shall have the meaning set forth in Section 7.2 hereof. 


        (J)   "Disability"
shall be deemed the reason for the termination by the Company of the Executive's employment, if, as a result of the Executive's incapacity due to physical
or mental illness, the Executive shall have been absent from the full-time performance of the Executive's duties with the Company for a period of six (6) consecutive months, the Company
shall have given the Executive a Notice of Termination for Disability, and, within thirty (30) days after such Notice of Termination is given, the Executive shall not have returned to the
full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall be as defined under, and the Executive must comply with, the then-current long-term disability
policy of the Company. 


        (K)  "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. 


        (L)  "Excise
Tax" shall mean any excise tax imposed under section 4999 of the Code. 


        (M) "Executive"
shall mean the individual named in the first paragraph of this Agreement. 


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        (N)  "Good
Reason" for termination by the Executive of the Executive's employment shall mean the occurrence (without the Executive's express written consent which
specifically references this Agreement) after any Change in Control, or prior to a Change in Control under the circumstances described in clauses (ii) and (iii) of the second sentence of
Section 6.1 hereof (treating all references in paragraphs (1) through (4) below to a "Change in Control" as references to a "Potential Change in Control"), of any one of the
following acts by the Company, or failures by the Company to act, unless, in the case of any act or failure to act described in paragraph (1), or (4) below, such act or failure to act is
corrected prior to the Date of Termination specified in the Notice of Termination given in respect thereof: 



        (1)   the
assignment to the Executive of any duties inconsistent with the Executive's status as a portfolio manager or a substantial adverse alteration in the nature or status
of the Executive's responsibilities from those in effect immediately prior to the Change in Control other than any such alteration primarily attributable to the fact that the Parent may no longer be a
public company or to other changes in the identity, nature or structure of the Parent; and provided, that a change in the Executive's title or reporting
relationships shall not of itself constitute Good Reason (unless such change results in a substantial adverse alteration as described above); 


        (2)   a
material reduction in the Executive's aggregate target compensation as in effect immediately prior to the Change in Control or a material adverse change in the
methodology used to determine incentive compensation; provided, however, that changes to individual
components of Executive's compensation comprising aggregate target compensation shall not constitute Good Reason; 



        (3)   the
relocation of the Executive's principal place of employment to a location more than 40 miles from the Executive's principal place of employment immediately prior to
the Change in Control or the Company's requiring the Executive to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the
Company's business to an extent substantially consistent with the Executive's present business travel obligations; 


        (4)   any
purported termination of the Executive's employment which is not effected pursuant to a Notice of Termination satisfying the requirements of Section 7.1
hereof; for purposes of this Agreement, no such purported termination shall be effective. The Executive's right to terminate the Executive's employment for Good Reason shall not be affected by the
Executive's incapacity due to physical or mental illness. 




        The
Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder. 


        (O)  "Gross
Up Payment" shall have the meaning set forth in Section 6.2 hereof. 



        (P)   "Notice
of Termination" shall have the meaning set forth in Section 7.1 hereof. 


        (Q)  "Parent"
shall mean Janus Capital Group Inc. 


        (R)  "Person"
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (i) the Company (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company
(iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock of the Company. 


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        (S)   "Potential
Change in Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: 



        (1)   the
Parent enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; 


        (2)   the
Parent or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; 


        (3)   any
Person becomes the beneficial owner, directly or indirectly, of securities of the Parent representing 15% or more of either the then outstanding shares of common
stock of the Parent or the combined voting power of the Parent's then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from
the Parent or its Affiliates); or 


        (4)   the
Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred. 




        (T)  "Retirement"
shall be deemed the reason for the termination by the Executive of the Executive's employment if such employment is terminated in accordance with the
Company's retirement policy, including early retirement, generally applicable to its salaried employees. 


        (U)  "Severance
Payments" shall have the meaning set forth in Section 6.1 hereof. 


        (V)  "Tax
Counsel" shall have the meaning set forth in Section 6.2 hereof. 


        (W) "Term"
shall mean the period of time described in Section 2 hereof (including any extension, continuation or termination described therein). 



        (X)  "Total
Payments" shall mean those payments so described in Section 6.2 hereof. 


[SIGNATURE
PAGE FOLLOWS] 


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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. 



	

 	
 	

JANUS MANAGEMENT HOLDINGS CORPORATION
	

 	
 	

By:	
 	

/s/  GARY D. BLACK      

	 	 	Name:	 	Gary D. Black
	

 	
 	

/s/  R. GIBSON SMITH      
 EXECUTIVE




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