Exhibit 10.1
Janus Capital Group Inc.
SEVERANCE RIGHTS AGREEMENT
THIS SEVERANCE RIGHTS AGREEMENT (this "Agreement") is made this 1st day of
February, 2010 ("Effective Date") by and between Janus Capital Group Inc., a
Delaware corporation (the "Company"), and Richard M. Weil (the "Executive").
WHEREAS, in partial consideration for the continued employment of the Executive
with the Company and the severance benefits hereunder, the Company wishes to
enter into this Agreement with the Executive upon the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and representations
contained herein, the parties hereto agree as follows:
1.
Term of Agreement.
THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE DATE AND WILL EXPIRE
AS OF THE CLOSE OF BUSINESS ON FEBRUARY 1, 2015.
2.
Definitions.
Capitalized terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in this Section 2.
(A)
"AFFILIATE" SHALL MEAN, WITH RESPECT TO ANY INDIVIDUAL OR ENTITY,
ANY OTHER INDIVIDUAL OR ENTITY WHICH, DIRECTLY OR INDIRECTLY, CONTROLS, IS
CONTROLLED BY OR IS UNDER COMMON CONTROL WITH SUCH INDIVIDUAL OR ENTITY.
(B)
"BASE SALARY" SHALL MEAN THE EXECUTIVE'S ANNUAL BASE COMPENSATION
RATE FOR SERVICES PAID BY THE COMPANY TO THE EXECUTIVE AT THE TIME IMMEDIATELY
PRIOR TO THE EXECUTIVE'S TERMINATION OF EMPLOYMENT, AS REFLECTED IN THE
COMPANY'S PAYROLL RECORDS.
BASE SALARY SHALL NOT INCLUDE COMMISSIONS, BONUSES,
OVERTIME PAY, INCENTIVE COMPENSATION, BENEFITS PAID UNDER ANY QUALIFIED PLAN,
ANY GROUP MEDICAL, DENTAL OR OTHER WELFARE BENEFIT PLAN, NON-CASH COMPENSATION
OR ANY OTHER ADDITIONAL COMPENSATION, BUT SHALL INCLUDE AMOUNTS REDUCED PURSUANT
TO THE EXECUTIVE'S SALARY REDUCTION AGREEMENT UNDER SECTION 125, 132(F)(4) OR
401(K) OF THE CODE, IF ANY, OR A NONQUALIFIED ELECTIVE DEFERRED COMPENSATION
ARRANGEMENT, IF ANY, TO THE EXTENT THAT IN EACH SUCH CASE THE REDUCTION IS TO
BASE SALARY.
(C)
"CAUSE" SHALL MEAN: (I) THE EXECUTIVE'S CONTINUED FAILURE TO
SUBSTANTIALLY PERFORM HIS DUTIES TO THE EXTENT CONSISTENT WITH HIS POSITION AS
CEO OF A PUBLICLY TRADED COMPANY THAT HAS NOT BEEN CURED WITHIN FIFTEEN (15)
DAYS AFTER A WRITTEN DEMAND FOR SUBSTANTIAL PERFORMANCE IS DELIVERED TO THE
EXECUTIVE BY THE BOARD OF DIRECTORS OF THE COMPANY (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) ANY ACT
OF FRAUD, DISHONESTY, OR OTHER WILLFUL MISCONDUCT BY THE EXECUTIVE THAT IS
MATERIALLY INJURIOUS TO THE COMPANY, MONETARILY OR OTHERWISE; (III) THE
EXECUTIVE'S SIGNIFICANT FAILURE TO COMPLY WITH
RELEVANT REGULATIONS; (IV) THE EXECUTIVE'S FAILURE TO COMPLY WITH CORPORATE
POLICIES OR PROCEDURES OF THE COMPANY OR ITS SUBSIDIARIES, AS DOCUMENTED, AFTER
WRITTEN NOTICE OF SUCH FAILURE AND FIFTEEN (15) DAYS WITHIN WHICH TO CURE SUCH
FAILURE, IF THAT FAILURE TO COMPLY IS MATERIALLY INJURIOUS TO THE COMPANY,
MONETARILY OR OTHERWISE; OR (V) THE EXECUTIVE'S CONVICTION OF, OR PLEA OF GUILTY
OR NOLO CONTENDERE TO, A FELONY.
(D)
"CODE" SHALL MEAN THE UNITED STATES INTERNAL REVENUE CODE OF 1986,
AS AMENDED FROM TIME TO TIME.
(E)
"DISABILITY" SHALL