General Counsel Employment Agreement

Exhibit 10.11


EDWARD FORMAN

EMPLOYMENT AGREEMENT


This Employment Agreement (the " Employment Agreement" ), dated as of July 17, 2007, by and between DUFF & PHELPS, LLC, a Delaware limited liability company (" D&P, LLC" ), and Edward Forman (" Executive" ).


WHEREAS, in connection with an initial public offering (the " IPO" ) of Duff & Phelps Corporation, a Delaware corporation (the " Company" ), with respect to which D&P, LLC is an indirect wholly-owned subsidiary, D&P, LLC will become the sole successor employer to the Executive; and


WHEREAS, the D&P Entities (as defined below) wish to replace the Prior Employment Agreement in its entirety as set forth herein; and


WHEREAS, Executive acknowledges and agrees that, by entering into this Employment Agreement, Executive does not have a basis for asserting " Good Reason" under the Prior Employment Agreement; and


WHEREAS, the parties desire to enter into this Employment Agreement to set forth the terms and conditions for the employment and executive relationship of Executive with D&P, LLC, the Company and its subsidiaries (collectively, the " D&P Entities" ).


NOW, THEREFORE, based upon the foregoing representations, and expressly intending to be legally bound, thereby and hereby, the parties agree as follows:


1. Employment . Executive shall serve as the Executive Vice President, General Counsel and Secretary of the Company and each of the D&P Entities and shall be an employee of D&P, LLC from the date the registration statement filed in connection with the IPO becomes effective (the " Effective Date" ) through the end of the Term (as defined below). As the Executive Vice President, General Counsel and Secretary of the Company, Executive shall render executive, policy, and other management services to the Company of the type customarily performed by persons serving in similar capacities as Executive and consistent with the past practice of Executive while serving as the Executive Vice President, General Counsel and Secretary of Duff & Phelps Acquisitions, LLC, a Delaware limited liability company (" D&P Acquisitions LLC" ). During the Term, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote substantially all of his business attention and time during normal business hours to the business and affairs of the D&P Entities and to use his reasonable best efforts to perform such responsibilities in a commercially reasonable manner; provided , that Executive may (i) with the consent of the Board, which consent shall not be


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unreasonably withheld, serve on civic or charitable boards or committees, (ii) with the consent of the Board, which may be withheld for any reason, serve on corporate boards or committees, and (iii) manage his personal investments, so long as such activities under clauses (i), (ii) and (iii) above do not interfere, with Executive' s responsibilities hereunder. Executive shall also perform such duties as the board of directors of the Company (the " Board" ) may from time to time reasonably direct. Notwithstanding the foregoing, Section 7(e) and 8(d) shall become effective as of the date of this Employment Agreement.


2. Salary . As compensation for Executive' s services to the Company and other D&P Entities, the Executive shall be entitled to receive during the Term a salary at the annual rate of $300,000, which salary may, but need not be, increased from time to time as determined by the Board (the " Annual Salary" ). The Annual Salary shall be payable in installments in accordance with the normal payroll practices of D&P, LLC. Except as set forth in this Employment Agreement or as the Board may otherwise provide, Executive shall not be entitled to receive any additional compensation, whether in the form of equity or otherwise, for serving as an officer or director of the D&P Entities.


3. Additional Employment Compensation .


(a) In addition to the Annual Salary, Executive shall be entitled to receive annual bonus compensation (i) for the fiscal year ended December 31, 2007, and for each fiscal year thereafter during the Term, in an amount determined under Section 3(b) below and in the form described in 3(c) below (for each respective year, the " Annual Bonus" ). The cash portion of the Annual Bonus, if any, shall be payable to Executive on or before March 15 of the year following the fiscal year to which such Annual Bonus relates; provided that, subject to Section 8 of this Employment Agreement, the Executive is employed by D&P, LLC as of the last day of the fiscal year to which such Annual Bonus relates.


(b) The amount of the Annual Bonus for the fiscal year ended December 31, 2007 and each fiscal year thereafter during the Term shall be calculated by multiplying the Target Bonus Amount by a fraction (i) the numerator of which shall be Company EBITDA less Minimum Company EBITDA (which shall not result in a number less than zero), and (ii) the denominator of which shall be Target Company EBITDA less Minimum Company EBITDA. By way of example, if Company EBITDA is equal to Target Company EBITDA then the Annual Bonus shall be the Target Bonus Amount. Terms used and not defined in this Section 3(b) shall have the meanings ascribed thereto on Exhibit A .


(c) The form in which the Annual Bonus shall be payable is as follows: (i) 70% (or such lower percentage as may be elected in accordance with the procedures set forth below) in cash and (ii) an award of a number of restricted Class A shares of the Company determined by dividing (a) the remaining amount


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of the Annual Bonus by (b) the per share closing price of the Company' s Class A shares as of the date of such award, rounded down to the nearest whole share, (the " Class A Award" ) which Class A Award shall, subject to Section 8 of this Employment Agreement, become non-forfeitable as to 1/3 of such award on each of the first three anniversaries of the date of such award, provided that the Executive' s employment has not been terminated for Cause, by Executive without Good Reason, or due to Executive' s death or Disability prior to such anniversary date. On any date that is no later than June 30 of each fiscal year to which such Annual Bonus relates, the Executive may make an irrevocable election (an " Election" ) that the percentage of such Annual Bonus that shall be provided in cash be reduced by up to an additional 15% of such Annual Bonus and that the percentage of such Annual Bonus that is to be provided in the form of an award of a number of restricted Class A shares of the Company be increased by an equal percentage (the " Additional Class A Award" ). In the event that the Executive makes an Election that a percentage of such Annual Bonus in excess of 30%, but no more than 45%, be provided in the form of an award of restricted Class A shares of the Company, the Executive shall be awarded an additional number of Class A shares of the Company equal to the number of shares issuable with respect to that portion of the award that exceeds 30% of the Annual Bonus (the " Matching Award" ). The Additional Class A Award and the Matching Award shall, subject to Section 8 of this Employment Agreement, become non-forfeitable as to 1/3 of such awards on each of the first three anniversaries of the date of such awards for so long as the Executive remains employed by the Company through the respective anniversary date.


4. Participation in Employee Benefit Plans and Fringe Benefits . Executive shall be eligible to participate in any plan of the D&P Entities, if any, relating to options, equity purchases, pension, thrift, profit sharing, employee equity ownership, group life insurance, medical coverage, disability insurance, education, and/or other retirement or employee benefits, that are available for the benefit of senior executive officers of the D&P Entities. Executive shall also be eligible to receive any other fringe benefits provided to senior executive officers of the D&P Entities during the Term. Participation in these plans and receipt of these fringe benefits shall not reduce the compensation payable to Executive under Sections 2 and 3 above. Without limiting the foregoing, (a) the Annual Bonus shall be included as compensation for purposes of determining Executive' s entitlement under any supplemental 401(k) plan maintained by the D&P Entities, if any, and (b) D&P, LLC will recommend to D&P Corp. that Executive should be eligible to receive a stock option grant in connection with the IPO pursuant to an agreement in substantially the form attached hereto as Exhibit B .


5. Term . The initial term of this Employment Agreement shall be for a period commencing on the Effective Date and ending on December 31, 2010. The initial term and any automatic renewal as provided below in this Section, subject to any earlier termination of employment as provided for under Section 7, is referred to herein as the " Term ." Unless the parties hereto enter into a new employment agreement or either party provides at least thirty (30) days but not more than ninety (90) days advance written notice of its desire to not to renew this


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Employment Agreement before the expiration of the Term (or any continuous subsequent one year renewal term), this Employment Agreement shall continue in effect from year to year thereafter for successive one year renewal periods upon expiration of the Term; provided , however that Section 3 of this Employment Agreement shall not renew and shall be of no further force or effect in the event of any such automatic renewal, but rather the Board shall establish, using its reasonable good faith judgment, a bonus program for Executive based on bonus programs then in effect for executives employed in comparable positions at comparable companies with comparable financial performance. In the event the parties hereto have not entered into a new employment agreement and the Company elects to provide Executive with notice pursuant to Section 5 not to renew this Employment Agreement or the Term (including any successive one year renewal periods), such election not to renew shall be treated as termination by the Company without Cause under this Section 8(a).


6. Vacations . Executive shall be entitled to five (5) weeks of paid vacation leave per year, in accordance with the vacation policy as then in effect. The timing of paid vacations shall be scheduled by Executive, considering the reasonable needs of the D&P Entities.


7. Termination of Employment .


(a) Death or Disability . The Term and Executive' s employment shall terminate automatically upon Executive' s death. If the Board determines in good faith that Executive is Disabled at any time during the Term and gives Executive written notice of such determination, Executive' s employment shall terminate effective on the 30th day after receipt of such notice by Executive (the " Disability Effective Date" ); provided that such termination shall not be effective if, within thirty (30) days after receipt of such notice, Executive has returned to full-time satisfactory performance of Executive' s duties; provided , further , that, if such termination is effective, Executive shall be entitled to receive medical benefits consistent with the Company' s policies from time to time for a period of two (2) years from the Disability Effective Date. " Disability" or " Disabled" shall mean, Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; (iii) when used in connection with the exercise of an Incentive Stock Option following termination of employment, has a disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the " Code" ); or (iv) solely to the extent necessary to satisfy Section 409A of the Code, has a " disability" or is " disabled" within the meaning of Section 409A of the Code.


(b) Cause . The Term and Executive' s employment may be terminated by D&P, LLC for Cause or without Cause. " Cause" shall mean: (i) Executive' s commission of a willful act of fraud, embezzlement or misappropriation of any money or properties of the D&P Entities (other than an insubstantial and unintentional misappropriation that has been remedied


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within ten (10) days after Executive' s receipt of notice of such misappropriation); (ii) Executive' s indictment relating to any violation of any federal or state securities law or fraud; (iii) Executive' s indictment for any felony or crime that causes a material adverse effect to any of the D&P Entities; (iv) to the extent not covered by (i) to (iii) above, Executive' s conviction of, or plea of no contest to, any misdemeanor involving moral turpitude or any felony; (v) Executive' s being enjoined from violating any federal or state securities law or being determined to have violated any such law which impairs or prohibits Executive from performing services or duties under this Employment Agreement; (vi) Executive engaging in willful or reckless misconduct in connection with any activity, the purpose or effect of which materially and adversely affects any of the D&P Entities; (vii) Executive becoming barred or prohibited by the Securities and Exchange Commission from holding Executive' s position with any of the D&P Entities; and (viii) Executive' s material breach of any of his obligations under Section 10 of this Employment Agreement.


(c) Retirement . The Term and Executive' s employment may be terminated by Executive subject to compliance with the notice provisions set forth in 7(f) below, on or after reaching Retirement Age. " Retirement Age" shall mean that (i) Executive is 65 years old, or (ii) is 55 years old and has 15 years of service with the Company.


(d) Good Reason . The Term and Executive' s employment may be terminated by Executive for any reason, including Good Reason, subject to compliance with the notice provisions set forth in 7(f) below. " Good Reason" shall mean any action not consented to by Executive in writing (which action shall not have been cured within thirty (30) days following written notice from Executive to the Company specifying that such action will give rise to a termination of Executive' s employment for Good Reason) having the following effect or effects: (i) a breach of any of material obligations to Executive under this Employment Agreement or any other material agreement to which Executive and any of the D&P Entities is a party; (ii) requiring Executive to relocate to a facility or location more than fifty (50) miles from the location at which he was primarily located immediately prior to such requirement; (iii) any material reduction in Executive' s duties or authority as compared to such duties or authority as of the Effective Date, any adverse alteration in Executive' s reporting relationship as compared to such reporting relationship as of the Effective Date or any other material adverse alteration to the terms of Executive' s employment; or (iv) any reduction in Executive' s base salary.


(e) 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:


(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined voting power of the Company' s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (a) of paragraph (iii) below; or


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(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company' s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or;


(iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or other entity, other than (a) a merger or consolidation which results in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined voting power of the Company' s then outstanding securities; or


(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company' s assets, other than a sale or disposition by the Company of all or substantially all of the Company' s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.


Notwithstanding the foregoing, a " Change in Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the


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Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity that owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.


(f) Notice of Termination . Any termination of Executive' s employment with or without Cause, or by Executive for Good Reason, without Good Reason or for retirement, shall be communicated by the terminating party through a Notice of Termination; provided that, in the event that the Executive terminates employment for Good Reason, such Notice of Termination be delivered by the Executive within ninety (90) days of the initial existence of the condition providing the basis for such Good Reason. For purposes of this Employment Agreement, a " Notice of Termination" means a written notice that: (i) indicates the specific termination provision in this Employment Agreement relied upon; (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive' s employment under the provision so indicated; and (iii) specifies the Date of Termination. The failure to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause, as the case may be, shall not waive any right of the parties hereunder or preclude any party, respectively, from asserting such fact or circumstance in enforcing any rights hereunder.


(g) Date of Termination . " Date of Termination" means (i) if Executive' s employment is terminated ...