Exhibit
      10.1

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT
      (“Agreement”)
      is
      made and entered into as of the 28th
      day of
      November, 2007 and effective as of the 1st
      day of
      January, 2008 (the “Effective
      Date”),
      by
      and between Epoch Holding Corporation (the “Company”)
      and
      William W. Priest (“Executive”).
      Where
      the context permits, references to the “Employer”
shall
      include the Company and any successor entities thereto. Capitalized terms used
      and not otherwise defined herein shall have the meanings set forth in Section
      9
      herein.

     

    WITNESSETH:

    


    WHEREAS,
      Executive
      has been a founder and key contributor to the business of the Company and has
      served as the Chief Executive Officer since June 18, 2004;

     

    WHEREAS,
      the
      Company desires to retain the services of Executive from
      and
      after the date hereof; and

     

    WHEREAS,
      Executive desires to provide such services subject to the terms and conditions
      set forth herein;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises, covenants and agreements herein contained,
      together with other good and valuable consideration the receipt of which is
      hereby acknowledged, the parties hereto do hereby agree as follows:

     

    1.  SERVICES
      AND DUTIES.
      From
      and after the Effective Date through the
      Initial Term and any Renewal Term (collectively the “Employment
      Period”),
      Executive shall be employed by the Company in the capacity of its Chief
      Executive Officer, and shall serve as a Director of the Board of Directors
      of
      the Company (the “Board”).
      The
      principal location of Executive’s employment with Employer shall be such present
      location at which Employer maintains its principal location, although Executive
      understands and agrees that Executive may also be required to travel for
      business reasons. Executive shall devote his full business time to overseeing
      the strategic and business affairs of the Company. Executive will perform such
      duties as are required by Employer from time to time and normally associated
      with Executive’s position, together with such additional duties, commensurate
      with Executive’s positions with Employer and with its Affiliates, as may be
      assigned to Executive from time to time by the Board consistent with the terms
      of this Agreement. Executive shall follow and comply with all policies and
      procedures and compliance manuals adopted by or in respect of Employer and
      its
      Affiliates, as may be applicable to Executive. Notwithstanding the foregoing,
      and other than with respect to board and/or outside positions held as of the
      date hereof, nothing herein shall prohibit Executive from (i) subject to
      prior approval of the Board, accepting directorships unrelated to Employer
      that
      do not give rise to any conflict of interests with Employer or its Affiliates
      and (ii) engaging in charitable and civic activities, so long as such
      outside interests do not materially interfere with the performance of
      Executive’s duties hereunder.

     

    2.  TERM.
      Executive’s employment under the terms and conditions of this Agreement will
      commence on the Effective Date. The term of this Agreement shall commence on
      the
      Effective Date and end on December 31, 2010 or immediately following such
      earlier time that Executive’s employment terminates under Section 5 (such
      period, the “Initial
      Term”);
      provided,
      however,
      on
      December 31, 2010 and on each anniversary thereafter, the Employment Period
      shall automatically be extended for one (1) additional year (each, a
“Renewal
      Term”)
      unless
      either party gives written notice to the other party not to extend this
      Agreement at least forty-five (45) days prior to the end of the Employment
      Period (in which event this Agreement shall terminate effective as of the close
      of such Term or Renewal Term, as the case may be).

     

    3.  COMPENSATION.

     

    (a)  Base
      Salary.
      In
      consideration of Executive’s full and faithful satisfaction of Executive’s
      duties under this Agreement, Employer agrees to pay to Executive a salary in
      the
      amount of $350,000 per annum (the “Base
      Salary”),
      payable in such installments as Employer pays its similarly placed employees
      (but not less frequently than each calendar month), subject to usual and
      customary deductions for withholding taxes and similar charges, and customary
      employee contributions to the health, welfare and retirement programs in which
      Executive is enrolled from time to time. The Base Salary shall be reviewed
      on an
      annual basis by the Compensation Committee of the Board and adjusted at the
      sole
      discretion of the Compensation Committee of the Board; provided,
      however,
      in no
      event shall the Base Salary be reduced without Executive’s written approval.


     

    
      
        
        

      

      
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    (b)  Annual
      Bonus Incentive.
      Executive shall be eligible for an annual bonus incentive (the “Annual
      Bonus Incentive”
or
      “Bonus”)
      as
      determined by the Compensation Committee of the Board, from time to time, in
      accordance with Employer’s incentive compensation plan then in effect for each
      fiscal year or portion thereof during the Employment Period, provided that
      Executive remains employed by Employer during such period. Any Bonus earned
      by
      Executive for any fiscal year shall be paid in the manner set forth by the
      Compensation Committee of the Board, provided such payment shall be made no
      later than sixty-five (65) days following the conclusion of the fiscal year
      to
      which such Bonus relates. Payment of the Bonus for each fiscal year shall in
      all
      circumstances be contingent upon a certification of the Board that the
      determination, calculation and payment of the Bonus is correct. The criteria
      for
      determining the Annual Incentive Bonus shall be reviewed on an annual basis
      by
      the Compensation Committee of the Board and adjusted at the discretion of the
      Compensation Committee of the Board; provided,
      however,
      in no
      event shall the criteria for determining the Annual Incentive Bonus be less
      favorable than the criteria utilized for any other senior executive officer
      of
      the Company without the approval of at least a two-thirds majority of the
      Board.

     

    (c)  Equity
      Awards.
      Executive shall be eligible for restricted stock awards or other equity based
      compensation as determined by the Compensation Committee of the Board, from
      time
      to time, in accordance with Employer’s incentive compensation plan then in
      effect for each fiscal year or portion thereof during the Employment
      Period.

     

    (d)  Withholding.
      All
      taxable compensation payable to Executive pursuant to this Section 3 or
      otherwise pursuant to this Agreement shall be subject to all applicable and
      customary withholding taxes and such other excise or employment taxes as are
      required under Federal law or the applicable law of any state or governmental
      body to be collected with respect to compensation paid by Employer to an
      employee.

     

    (e)  Discretionary
      Retirement Award.
      Should
      Executive elect to retire during the Employment Period, the Board may consider
      awarding to him a retirement bonus based on his performance during the
      Employment Period and such other factors relating to the business and operations
      of the Company as the Board may deem relevant.

     

    4.  BENEFITS
      AND EXPENSE REIMBURSEMENT.

     

    (a)  Retirement
      and Welfare Benefits.
      During
      the Employment Period, Executive will be entitled to participate in the usual
      and customary employee benefit plans and programs offered to employees at
      Executive’s level by Employer or its Affiliates, including sick time, vacation
      or paid time off, and participation in Employer’s or Affiliates’ medical, dental
      and insurance programs, as well as the ability to participate in Employer’s or
      Affiliates 401(k) retirement savings plan, in each case in accordance with
      and
      subject to the terms of such plans as in effect from time to time. Nothing
      in
      this Section 4, however, shall require Employer or its Affiliates, if
      applicable, to adopt or maintain any benefit plan or provide any type or level
      of benefits to its employees, including Executive. The Company shall continue
      to
      maintain those life insurance policies now in place with respect to which
      Executive is the named insured and to pay the premiums associated with such
      policies; provided,
      however,
      in no
      event shall Employer be required to maintain such policies if the premiums
      associated with such policies during any fiscal year during the Employment
      Period increases, in the aggregate, more than twenty-five percent (25%) (the
      “Premium
      Threshold”)
      for
      such coverage period; provided,
      further,
      however,
      that
      Executive shall have the option to reimburse the Company for any premiums in
      excess of the Premium Threshold, in which case the Company shall continue to
      maintain such policies during the applicable Employment Period.

     

    (b)  Reimbursement
      of Expenses.
      Employer shall reimburse Executive for any expenses reasonably and necessarily
      incurred by Executive in furtherance of Executive’s duties hereunder, including
      travel, meals and accommodations, upon submission by Executive of vouchers
      or
      receipts and in compliance with such rules and policies relating thereto as
      Employer may from time to time adopt.

     

    
      
        
        

      

      
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    5.  TERMINATION.
      Executive’s employment shall be terminated at the earliest to occur of the
      following: (i) at the end of the Employment Period unless Executive agrees
      to
      continue working for Employer on mutually agreeable terms, (ii) the date on
      which the Board delivers written notice that Executive is being terminated
      for
      Disability (as defined below), or (iii) the date of Executive’s death. In
      addition, Executive’s employment with Employer may be terminated: (A) by
      Employer for “Cause”
(as
      defined below), effective on the date on which a written notice to such effect
      is delivered to Executive; (B) by Employer at any time without Cause, effective
      on the date on which a written notice to such effect is
      delivered to Executive or such other date as is reasonably designated by
      Employer; or (C) by Executive with “Good
      Reason”
      (as defined below). 

     

    (a)  Termination
      by Employer with Cause.
      If
      Executive’s employment with Employer is terminated by Employer with Cause,
      Executive shall not be entitled to any further compensation or benefits other
      than accrued but unpaid Base Salary (payable as provided in Section 3(a)
      hereof), any accrued and unused vacation pay through the date of such
      termination (collectively, the “Accrued
      Benefits”)
      and
      any Unpaid Bonus (as defined below).

     

    (b)  Termination
      by Employer without Cause or by Executive with Good Reason.
      If
      Executive’s employment is terminated by Employer without Cause or by Executive
      with Good Reason prior to the end of the Employment Period hereof, then
      Executive shall be entitled to: (i) the Accrued Benefits and any earned and
      unpaid portion of an Annual Bonus Incentive for the fiscal year prior to the
      fiscal year of termination (the “Unpaid
      Bonus”);
      (ii) a lump sum separation payment equal to one (1) times the annual Base
      Salary plus one (1) times the Average Bonus (as defined below); and (iii) the
      Annual Bonus Incentive determined for the full fiscal year based solely upon
      the
      operations and investment performance of the Company for the twelve (12) month
      period through and including the end of the fiscal quarter in which Executive’s
      employment is terminated hereunder multiplied by a fraction, the numerator
      of
      which is the number of months (including the month of termination) during the
      then current fiscal year that Executive was employed under this Agreement and
      the denominator of which is twelve (12) (the “Pro-Rata
      Annual Bonus Incentive”).
      “Average
      Bonus”
means
      the three-fiscal year average (or such lesser period during the Employment
      Period, if applicable) of the Annual Bonus Incentive; provided,
      however,
      that in
      the event such termination occurs prior to the end of the 2008 Bonus period,
      the
      amount of the Average Bonus shall be equal to the average of (A) the 2007 Annual
      Bonus Incentive actually paid to Executive and (B) the 2008 Annual Bonus
      Incentive which would have been paid if Executive had been employed at the
      end
      of the 2008 Bonus period based solely upon the operations and investment
      performance of the Company for the twelve (12) month period through and
      including the end of the fiscal quarter in which Executive’s employment is
      terminated hereunder.

     

    (c)  Voluntary
      Resignation, Death or Disability.
      If
      Executive’s employment is terminated voluntarily by Executive or by reason of
      Executive’s death or Disability prior to the end of the Employment Period, in
      lieu of any other payments or benefits, Executive (or Executive’s estate, as
      applicable) shall be entitled to (i) the Accrued Benefits and any Unpaid Bonus;
      (ii) a lump sum payment equal to the remaining Base Salary payable through
      the end of the fiscal year of termination (assuming Executive’s employment had
      continued through such date); and (iii) the Pro-Rata Annual Bonus Incentive,
      but
      which shall be determined based upon an interpolation of full fiscal year
      results for the fiscal year of termination based solely upon the operations
      and
      investment performance of the Company for the twelve (12) month period through
      and including the end of the fiscal quarter in which Executive’s employment is
      terminated hereunder.

     

    (d)  Termination
      in Connection with a Change in Control.
      If
      Executive’s employment is terminated by Employer without Cause or by Executive
      with Good Reason, in each case within the twelve-month period following the
      occurrence of a Change in Control, then in lieu of any other payments set forth
      in this Section 5, Executive shall be entitled to: (i) the Accrued Benefits
      and any Unpaid Bonus; (ii) a lump sum separation payment equal to two (2)
      times the annual Base Salary plus two (2) times the Average Bonus; and (iii)
      a
      pro-rata Annual Bonus Incentive for the fiscal year of termination.

     

    (e)  Resignation
      as Officer or Director.
      Upon
      the termination of employment for any reason, Executive shall resign each
      position (if any) that Executive then holds as an officer or director of
      Employer or any of its Subsidiaries or Affiliates.

     

    (f)  Section
      409A.
      To the
      extent required to comply with Section 409A of the Code, as determined by
      Employer’s and Executive’s respective counsel, one or more payments under this
      Section 5 shall be delayed to the six-month anniversary of the date of
      Executive’s separation from service, within the meaning of Section 409A of the
      Code.

     

    
      
        
        

      

      
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    (g) Release
      and Payment.
      All
      payments to Executive provided for in this Section 5 shall be conditioned upon
      Executive’s (or Executive’s estate, as applicable) providing Employer with a
      signed release limited in scope to employment related claims in a form
      acceptable to the Board. All such payments shall be made to Executive in cash
      within sixty (60) days of his death or other termination of employment.


     

    6.  RESTRICTIVE
      COVENANTS.
      

     

    (a)  The
      parties agree that the restrictive covenants set forth in Exhibit
      A
      hereto
      (the “Restrictive
      Covenants”)
      are
      incorporated herein by reference and shall be deemed to be contained herein.
      Executive understands, acknowledges and agrees that the Restrictive Covenants
      apply (i) during his employment under this Agreement and during any period
      of employment by Employer or any controlled Affiliate following the termination
      of this Agreement or the expiration of the Term or any Renewal Term of this
      Agreement, and (ii), as provided in Exhibit
      A
      hereto,
      during the Non-Compete Period or any additional periods specified following
      termination of his employment with Employer and by any controlled Affiliate
      which may have employed him.

     

    (b)  Executive
      hereby acknowledges that the provisions of Exhibit
      A
      hereto
      are reasonable and necessary for the protection of Employer and its Affiliates
      (the “Other
      Parties”)
      and
      are not unduly burdensome to Executive and that Executive acknowledges such
      obligations under such covenants. Executive further acknowledges that the Other
      Parties will be irreparably harmed if such covenants are not specifically
      enforced. Accordingly, Executive agrees that, in addition to any other relief
      to
      which the Other Parties may be entitled, including claims for damages, the
      Other
      Parties shall be entitled to seek and obtain injunctive relief (without the
      requirement of any bond) from a court of competent jurisdiction for the purpose
      of restraining Executive from an actual or threatened breach of such
      covenants.

     

    (c)  Notwithstanding
      anything to the contrary contained herein, nothing in this Agreement shall
      be
      construed or otherwise interpreted to limit or otherwise supersede any of the
      terms and conditions set forth in the Stockholders Agreement, including without
      limitation the restrictions set forth therein with respect to “Harmful Activity”
(as such term is defined in the Stockholders Agreement).

     

    7.  ASSIGNMENT.
      This
      Agreement, and all of the terms and conditions hereof, shall bind Employer
      and
      its successors and assigns and shall bind Executive and Executive’s heirs,
      executors and administrators. No transfer or assignment of this Agreement shall
      release Employer from any obligation to Executive hereunder. Neither this
      Agreement, nor any of Employer’s rights or obligations hereunder, may be
      assigned or are otherwise subject to hypothecation by Executive. Employer may
      assign the rights and obligations of Employer hereunder, in whole or in part,
      to
      any of Employer’s Subsidiaries or Affiliates, or to any other successor or
      assign in connection with the sale of all or substantially all of Employer’s
      assets or equity or in connection with any merger, acquisition and/or
      reorganization, provided the assignee assumes, in an assumption agreement in
      form reasonably satisfactory to Executive, the obligations of Employer
      hereunder.

     

    8.  REPRESENTATIONS
      AND WARRANTIES.
      

     

    (a)  Executive
      represents as follows:

     

    (i)  Executive
      is not subject to any restriction whatsoever which would cause him to not be
      able fully to fulfill his duties under this Agreement.

     

    (b)  The
      Company hereby represents and warrants to Executive that it has the due
      authorization and capacity to execute, deliver and satisfy its obligations
      to
      Executive under this Agreement, that all consents have been secured in
      connection with the execution, delivery and performance of this Agreement and
      that the execution, delivery and performance of this Agreement has been fully
      authorized and does not and shall not contravene or breach any instrument,
      agreement or document to which the Company or any Affiliate are a
      party.

     

    
      
        
        

      

      
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    9.  DEFINITIONS.
      As used
      in this Agreement, the following defined terms have the meanings indicated
      below:

     

    (a)  “Affiliate”
or
      “Affiliates”
means
      with respect to any specified Person, any other Person that, directly or
      indirectly, owns or controls, is under common ownership or control with, or
      is
      owned or controlled by, such specified Person; 

     

    (b)  “Cause”
      means:

     

    (i)  the
      willful engaging by Executive in illegal, fraudulent or unethical conduct or
      gross misconduct which, in each case, is materially and demonstrably injurious
      (x) to Employer or its Subsidiaries or Affiliates, (y) to the reputation of
      Executive, Employer or its Subsidiaries or Affiliates, or (z) to any of the
      Employer’s products or businesses; or

     

    (ii)  conviction
      of a felony or guilty or nolo
      contendere
      plea by
      Executive with respect thereto; or

     

    (iii)  a
      material breach by Executive of this Agreement (x) if such breach is curable
      (in
      the reasonable judgment of the Board) and is not cured within ten (10) business
      days following receipt of a notice of such breach or (y) if such breach is
      not
      curable (in the reasonable judgment of the Board); provided that Employer shall
      be required to provide notice under this sentence only one time during any
      fiscal year in connection with any single category of events constituting Cause
      hereunder.

     

    For
      purposes of this definition, no act or failure to act on the part of Executive
      shall be considered “willful”
unless
      it is done, or omitted to be done, by Executive in bad faith or without
      reasonable belief that Executive’s action or omission was in the best interests
      of Employer (or its Affiliates, if applicable) or was done or omitted to be
      done
      with reckless disregard to the consequences. Any act, or failure to act, based
      upon authority given pursuant to a resolution duly adopted by a vote of at
      least
      seventy-five percent (75%) of the then outstanding Board or based upon the
      advice of counsel for Employer shall be conclusively presumed to be done, or
      omitted to be done, by Executive in good faith and in the best interests of
      Employer. Cause shall not exist hereunder unless and until Employer has
      delivered to Executive, along with a notice of termination for Cause, a copy
      of
      a resolution duly adopted by the Board (excluding Executive if Executive is
      a
      member of the Board) at a meeting thereof called and held for such purpose
      (after reasonable notice to Executive and an opportunity for Executive, together
      with counsel, to be heard before the Board), finding that in the good faith
      opinion of the Board an event set forth in clauses (i) through (iii) has
      occurred and specifying the particulars thereof in detail.

     

    (c)  “Change
      in Control”
means
      an event described in Section 409A(a)(2)(A)(v) of the Code, and regulations
      promulgated thereunder.

     

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

     

    (e)  “Disability”
means,
      as determined by the Board in good faith, Executive’s inability, due to
      disability or incapacity, to perform all of Executive’s duties hereunder on a
      full-time basis for (i) periods aggregating one-hundred-eighty (180) days,
      whether or not continuous, in any continuous period of
      three-hundred-and-sixty-five (365) days or, (ii) where Executive’s absence is
      adversely affecting the performance of Employer in a significant manner, periods
      greater than ninety (90) days and Executive is unable to resume Executive’s
      duties on a full time basis within ten (10) days of receipt of written notice
      of
      the Board’s determination under this clause (ii).

     

    (f)  “fiscal
      year”
means
      any consecutive twelve (12) month period commencing on July 1 and ending on
      June
      30. In the event Employer, in its sole discretion, elects to change its fiscal
      year in accordance with its governing documents and applicable state law, any
      payments and/or incentive criteria hereunder shall be paid and/or modified
      to
      reflect any “stub period” payments owed to Executive for any fiscal year during
      the Employment Period.

     

    (g)  “Good
      Reason”
means
      the occurrence of one of the following: 

     

    (i) a
      material diminution or other material adverse change in Executive’s office,
      duties, salary, benefits or responsibilities made without Executive’s prior
      written consent;

     

    
      
        
        

      

      
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    (ii)
       a
      material breach by the Employer of this Agreement; or

     

    (iii) a
      requirement by the Employer that Executive’s principal place of work be moved to
      a location more than fifty (50) miles away from its then current
      location.

     

    Good
      Reason shall not exist hereunder unless Executive first provides sixty (60)
      days
      prior written notice to the Board which notice alleges the occurrence of one
      of
      the aforementioned events in specific detail. Notwithstanding the foregoing,
      however, Executive shall not have the ability to terminate this Agreement if
      the
      facts alleged in such written notice have been cured prior to the expiration
      of
      such sixty (60) day notice period. 

    (h)  “Non-Compete
      Period”
means:
      

     

    (i)  in
      all
      cases, the period consisting of the Initial Term and any Renewal Term then
      in
      effect; and 

     

    (ii)  in
      the
      event of a termination of employment with Cause or by the Executive without
      Good
      Reason, the Non-Compete Period will be extended for an additional period
      consisting of the twelve (12) month period after the termination of Executive’s
      employment; and 

     

    (iii)  in
      the
      event of a termination of employment because of death or Disability, or in
      the
      event of a termination by Executive with Good Reason or by Employer without
      Cause (including in connection with the occurrence of a Change in Control),
      the
      period consisting of the Initial Term or Renewal Term then in effect (after
      giving effect to such termination).

     

    (i)  “Person”
means
      any natural person, corporation, limited liability company, general partnership,
      limited partnership, proprietorship, other business organization, trust, union,
      association or governmental entity.

     

    (j)  “Stockholders
      Agreement”
means
      that certain Stockholders Agreement dated June 2, 2004, by and among the
      Company, Executive and the other signatories thereto.

     

    (k)  “Subsidiary”
means
      a
      subsidiary of Employer (or other referenced entity, as the case may be) as
      defined in Rule 405 of Regulation C of the Securities Act of 1933, as
      amended.

     

    10.  GENERAL.

     

    (a)  Notices.
      Any
      notices provided hereunder must be in writing and shall be deemed effective
      upon
      the earlier of one business day following personal delivery (including personal
      delivery by telecopy or telex), or the third business day after mailing by
      first
      class mail to the recipient at the address indicated below:

     

    To
      Employer:

    


    Epoch
      Holding Corporation

    640
      Fifth
      Avenue

    18th
      Floor

    New
      York,
      New York 10019

    Attn:
      Chairman, Compensation Committee

    


    Notices
      to Executive shall be given at the location set forth in Employer’s records, or
      to such other address or to the attention of such other person as the recipient
      party may have specified by prior written notice to the sending
      party.

     

    (b)  Severability.
      Any
      provision of this Agreement which is deemed invalid, illegal or unenforceable
      in
      any jurisdiction shall, as to that jurisdiction and subject to this paragraph
      be
      ineffective to the extent of such invalidity, illegality or unenforceability,
      without affecting in any way the remaining provisions hereof in such
      jurisdiction or rendering that or any other provisions of this Agreement
      invalid, illegal, or unenforceable in any other jurisdiction. If any covenant
      should be deemed invalid, illegal or unenforceable because its scope is
      considered excessive, such covenant shall be modified so that the scope of
      the
      covenant is reduced only to the minimum extent necessary to render the modified
      covenant valid, legal and enforceable.

     

    
      
        
        

      

      
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    (c)  Entire
      Agreement.
      This
      document, together with its attached exhibit, and the Stockholders Agreement
      constitute the final, complete, and exclusive embodiment of the entire agreement
      and understanding between the parties related to the subject matter hereof
      and
      supersedes and preempts any prior or contemporaneous understandings, agreements,
      or representations by or between the parties, written or oral. 

     

    (d)  Counterparts.
      This
      Agreement may be executed on separate counterparts, any one of which need not
      contain signatures of more than one party, but all of which taken together
      will
      constitute one and the same agreement.

     

    (e)  Amendments.
      No
      amendments or other modifications to this Agreement may be made except by a
      writing signed by both parties. Nothing in this Agreement, express or implied,
      is intended to confer upon any third person any rights or remedies under or
      by
      reason of this Agreement.

     

    (f)  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made and/or to be performed in that
      State, without regard to any choice of law provisions thereof. Except as
      provided under Section 10(k) hereto, all disputes arising out of or related
      to
      this Agreement shall be submitted to the state and federal courts of New York,
      and each party irrevocably consents to such personal jurisdiction and waives
      all
      objections thereto, but does so only for the purposes of this
      Agreement.

     

    (g)  Survivorship.
      The
      provisions of this Agreement necessary to carry out the intention of the parties
      as expressed herein (including, without limitation, the Restrictive Covenants
      provided in Section 6 hereof and Exhibit
      A
      hereto)
      shall survive the termination or expiration of this Agreement.

     

    (h)  Waiver.
      The
      waiver by either party of the other party’s prompt and complete performance, or
      breach or violation, of any provision of this Agreement shall not operate or
      be
      construed as a waiver of any subsequent breach or violation, and the failure
      by
      any party hereto to exercise any right or remedy which it may possess hereunder
      shall not operate or be construed as a bar to the exercise of such right or
      remedy by such party upon the occurrence of any subsequent breach or violation.
      No waiver shall be deemed to have occurred unless set forth in a writing
      executed by or on behalf of the waiving party. No such written waiver shall
      be
      deemed a continuing waiver unless specifically stated therein, and each such
      waiver shall operate only as to the specific term or condition waived and shall
      not constitute a waiver of such term or condition for the future or as to any
      act other than that specifically waived.

     

    (i)  Captions.
      The
      captions of this Agreement are for convenience and reference only and in no
      way
      define, describe, extend or limit the scope or intent of this Agreement or
      the
      intent of any provision hereof.

     

    (j)  Construction.
      The
      parties acknowledge that this Agreement is the result of arm’s-length
      negotiations between sophisticated parties, each afforded representation by
      legal counsel. Each and every provision of this Agreement shall be construed
      as
      though both parties participated equally in the drafting of the same, and any
      rule of construction that a document shall be construed against the drafting
      party shall not be applicable to this Agreement.

     

    (k)  Arbitration.
      Except
      as necessary for Employer, its Subsidiaries, Affiliates, and their respective
      successors or assigns or Executive to specifically enforce or enjoin a breach
      of
      this Agreement (to the extent such remedies are otherwise available, including
      as provided and limited in Section 10(l) hereof), the parties agree that any
      and
      all disputes that may arise in connection with, arising out of or relating
      to
      this Agreement, or any dispute that relates in any way, in whole or in part,
      to
      Executive’s services on behalf of Employer or any Affiliate, the termination of
      such services or any other dispute by and between the parties or their
      Subsidiaries, Affiliates, and their respective successors or assigns, shall
      be
      submitted to binding arbitration in New York, New York, before
      JAMS, pursuant to the JAMS Employment Arbitration Rules & Procedures (the
“Rules”), including the internal appeal process provided for in Rule 32 of the
      Rules, and before a single arbitrator to be mutually agreed upon by the parties.
      If JAMS is not in business or is no longer providing arbitration services,
      then
      the American Arbitration Association shall be substituted for JAMS for the
      purposes of arbitration under this section, and its Commercial Arbitration
      Rules
      (and not National Rules for the Resolution of Employment Disputes) shall be
      used. The parties further agree that each party shall pay its own costs,
      arbitration expenses and attorneys’ fees, unless the arbitrator (or appeal
      panel) determines it is just and proper under the circumstances to award costs,
      arbitration expenses and/or attorneys’ fees to either party and provided
      further, that if either party prevails on a statutory claim, which affords
      the
      prevailing party an award of costs and attorneys’ fees, then the arbitrator may
      award reasonable costs and attorneys’ fees to the prevailing party, consistent
      with applicable law. The arbitrator shall issue a written decision and award
      supported by essential findings of fact and conclusions of law. The arbitrator
      shall have no jurisdiction or authority to issue any award contrary to or
      inconsistent with this Agreement or applicable law. Judgment in a court of
      competent jurisdiction may be had on the decision and award of the arbitrator
      (or the appeal panel). For this purpose, the parties agree to submit to the
      jurisdiction of the state courts located in the Borough of Manhattan, New York
      and the U.S. District Courts for the Southern District of New York. Subject
      to Section 10(l) hereof, this arbitration obligation extends to any and all
      claims that may arise by and between the parties or their Subsidiaries,
      Affiliates and their respective successors or assigns, and expressly extends
      to,
      without limitation, claims or causes of action for wrongful termination,
      impairment of ability to compete in the open labor market, breach of an express
      or implied contract, breach of the covenant of good faith and fair dealing,
      breach of fiduciary duty, fraud, misrepresentation, defamation, slander,
      infliction of emotional distress, disability, loss of future earnings, and
      claims under the United States Constitution, and applicable state and federal
      fair employment laws, federal and state equal employment opportunity laws,
      and
      federal and state labor statutes and regulations, including, but not limited
      to,
      the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, as
      amended, the Americans With Disabilities Act of 1990, as amended, the
      Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security
      Act of 1974, as amended, the Age Discrimination in Employment Act of 1967,
      as
      amended, and any other state or federal law.

     

    (l)  Third
      Party Beneficiaries.
      Except
      as expressly provided herein, nothing in this Agreement shall confer any rights
      or remedies upon any Person other than the parties hereto. 

     

    (m)  Certain
      Expenses.
      Employer shall reimburse Executive for its reasonable and documented legal
      fees
      and expenses incurred in connection with the preparation of this
      Agreement.

     

    [Signature
      page follows]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY,
      the
      parties hereto have executed and delivered this Agreement as of the year and
      date first above written.

     

    
      	 	 	 
	 	EPOCH
              HOLDING CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/
              Timothy T. Taussig
	 	
              
Name: Timothy
              T. Taussig
	 	Title:
               Chief
              Operating Officer


    

     

    
      
        	
                Accepted
                  and Agreed to:

              
	 
	
                /s/
                  William W. Priest

              
	
                 

              
	
                William
                  W. Priest

              


      

       

    

     

    [Signature
      Page for EPOCH Holding
      Corporation/William W. Priest Employment Agreement]

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    Exhibit
      A

     

    Restrictive
      Covenants

     

    Covenant
      Not to Compete.
      Executive acknowledges that (i) Executive will be a key employee of
      Employer, (ii) Executive will receive payments pursuant to Section 3 of this
      Agreement, (iii) Executive has and will continue to have knowledge, information
      and other know-how regarding Employer’s business as a key employee thereof, and
      (iv) Executive has and will continue to develop relationships and contacts
      with
      Employer’s clients and investors as a key employee of Employer, and that all of
      these factors would permit him to compete with Employer. Executive further
      acknowledges that the covenants set forth in this Exhibit
      A
      constitute a material inducement to Employer to employ Executive pursuant to
      this Agreement and that Employer would not have agreed to employ Executive
      unless Executive had agreed to the covenants set forth in this Exhibit
      A.
      Accordingly, Executive therefore covenants and agrees as follows:

     

    Nature
      of Competition.
      During
      the Non-Compete Period, Executive shall not, without the Employer’s prior
      written consent, directly or indirectly, for his own account, or in any capacity
      on behalf of any other third Person, whether as an officer, director, employee,
      partner, joint venturer, consultant, investor or otherwise, engage, or assist
      others to engage, in whole or in part, in any business deriving more than ten
      percent (10%) of its revenues or income from providing investment management
      services (a “Competing
      Business”);
      provided,
      however,
      that
      ownership of stock of a business shall not be deemed a violation of this
Exhibit
      A
      if and
      for so long as (i) the stock of such business is publicly traded; (ii) such
      ownership does not exceed 5% of the aggregate outstanding equity interest of
      such business and (iii) Executive does not otherwise participate in the
      management, operations or affairs of such business. Notwithstanding the
      foregoing, nothing in this Agreement shall be construed to prohibit Executive
      from (i) rendering services to, acquiring an economic interest in or otherwise
      providing assistance to the Employer or any of their Affiliates or any pooled
      investment vehicle which is advised or sub-advised by the Company or any of
      their respective Affiliates, (ii) providing investment management services
      (whether personally or as an employee or partner of a business formed for this
      purpose) solely on his own behalf or on behalf of one or more of his family
      members, including trusts of which his family members are the principal
      beneficiaries and Persons established solely for the benefit of, and wholly
      owned by, his family members or (iii) rendering services to, acquiring an
      economic interest in or otherwise providing assistance to any immediate family
      member engaged in providing investment management services. Furthermore,
      Executive may notify the Employer of any proposed activity for the purpose
      of
      soliciting a conclusion as to whether such activity would violate this
Exhibit
      A.
      The
      Employer agrees that it shall approve or disapprove Executive’s proposal within
      30 days of such notice. If the Employer approves such activity for purposes
      of
      this Exhibit
      A,
      then
      such activity, as disclosed in Executive’s request for approval, will not
      constitute a violation of this Exhibit
      A.
      

     

    Confidential
      Information.
      During
      the Employment Period and at all times thereafter, Executive shall hold in
      a
      fiduciary capacity for the sole benefit of Employer and its Affiliates, all
      secret or confidential information, knowledge or data (collectively,
“Confidential
      Information”),
      including without limitation trade secrets, investments, contemplated
      investments, business opportunities, Company or investment performance,
      valuation models and methodologies, relating to the business of the Employer
      and
      their respective Affiliates, and their respective businesses including, without
      limitation, the identity of any investor or client and the fact that such person
      is an investor or client of the Company: (i) obtained by Executive during
      Executive’s employment hereunder and (ii) not otherwise in the public domain.
      Executive shall not, without prior written consent of Employer (which may be
      granted or withheld in its sole and absolute discretion), use, or communicate
      or
      divulge any Confidential Information, or any related knowledge or data to anyone
      other than Employer or its Affiliates or those designated by Employer or its
      Affiliates, except to the extent compelled pursuant to the order of a court
      or
      other body having jurisdiction over such matter or based upon the advice of
      his
      counsel that such disclosure is legally required; provided,
      however,
      that
      Executive will assist Employer or its Affiliates, at Employer or such
      Affiliates’ expense, in obtaining a protective order, other appropriate remedy
      or other reliable assurance that confidential treatment will be accorded such
      information so disclosed pursuant to the terms of this Agreement. 

     

    All
      processes, technologies, investments, contemplated investments, business
      opportunities, valuation models and methodologies, and inventions (collectively,
      “Inventions”),
      including without limitation new contributions, improvements, ideas, business
      plans, discoveries, trademarks and trade names, conceived, developed, invented,
      made or found by Executive, alone or with others, during the Employment Period,
      whether or not patentable and whether or not on Employer’s, or its respective
      Affiliates’ time or with the use of their facilities or materials, shall be the
      property of Employer or such Affiliates, as applicable, and shall be promptly
      and fully disclosed by Executive to Employer or such Affiliates, as applicable.
      Executive shall perform all necessary acts (including, without limitation,
      executing and delivering any confirmatory assignments, documents, or instruments
      requested by Employer or its Affiliates) to vest title to any such Invention
      in
      Employer or its respective controlled Affiliate, as applicable, to enable such
      party, at its expense, to secure and maintain domestic and/or foreign patents
      or
      any other rights for such Inventions. 

     

    Without
      limiting anything contained above, Executive agrees and acknowledges that all
      personal and not otherwise public information about Employer and their
      respective Affiliates, including, without limitation, their respective
      investments, investors, transactions, historical performance, or otherwise
      regarding or concerning Employer or its Affiliates, shall constitute
      Confidential Information for purposes of this Agreement. In no event shall
      Executive during or after his employment hereunder, disparage Employer or its
      Affiliates or any of their respective officers, directors or
      employees.

    


    The
      provisions of this Exhibit
      A
      shall
      not be deemed to limit any of the rights available to the respective parties
      under the any other agreements to which they may be parties and those which
      arise under applicable law. 

     

    
      
        
        

      

      
        9