Document

Artisan Partners Limited Partnership (“Artisan”), pursuant to the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, from time to time, the “Plan”), has awarded a long-term incentive award (“Franchise Capital Award”) to Grantee as set forth below in consideration of Grantee’s service as an employee of Artisan or any of its affiliates.


Grantee:						[ ]
Grant Date:						[ ]
FCA Grant Amount:						$[ ]
Vesting Eligibility Schedule:						20%, 40%, 60%, 80% and 100% of the Franchise Capital Award will become eligible to vest on the last business day of February of each of [ ], [ ], [ ], [ ], and [ ], respectively. As provided in the Award Agreement, with certain exceptions (including application of the Franchise Protection Rules), the Franchise Capital Award will vest only to the extent that it has become eligible to vest and Grantee has a Qualifying Retirement. There is no proportionate or partial vesting in the period prior to a vesting date.

This award is subject to all of the terms, conditions and restrictions set forth in Grantee’s Franchise Capital Award Agreement – Career Vesting (PM) dated [ ] (including any schedules and appendices thereto) (the “Award Agreement”) and the Plan, each of which has been provided to Grantee and are incorporated herein by reference.

Artisan may, in its sole discretion, deliver this Franchise Capital Award Certificate, the Award Agreement, the Plan or any other documents related to this award, by electronic means and request Grantee’s acceptance of this award and the terms of the Award Agreement by electronic means. Grantee hereby consents to receive such documents by electronic delivery, including by accessing such documents on a website, and agrees to accept this award and the terms of the Award Agreement through any on-line or electronic system utilized by Artisan for this purpose.

3.Forfeiture. Subject to Sections 4 and 5 and the terms of any employment, severance or similar agreement between Grantee and Artisan, if Grantee’s Employment (meaning, his or her performance of services for Artisan or its affiliates as determined by the Compensation Committee) terminates for any reason prior to vesting, any then unvested portion of a Franchise Capital Award shall be automatically forfeited and Artisan shall have no further obligations to Grantee or Grantee’s legal representative under this Award Agreement with respect to the forfeited amount.

(a)Vesting Conditions. Subject to Section 5, if the conditions of Section 4(b) have been satisfied, the Franchise Capital Award amount calculated under Section 4(c) will vest on the last business day of the calendar month in which occurs the 18-month anniversary of Grantee’s retirement date. Any Franchise Capital Award amount that does not vest at the time provided for in this Section 4(a) shall be automatically forfeited and Artisan shall have no further obligations to Grantee or Grantee’s legal representative under this Award Agreement with respect to the forfeited amount.

(b)Vesting Eligibility. In order for any Franchise Capital Award amount to vest under this Section 4, (i) the Franchise Capital Award amount must be eligible to vest under the applicable Vesting Eligibility Schedule (as set forth on the applicable Franchise Capital Award Certificate) as of Grantee’s retirement date; (ii) Grantee must have given Artisan at least 18 months advance written notice of intention to retire; (iii) Grantee must have attained at least ten years of service with Artisan as of Grantee’s retirement date; and (iv) Grantee must have served in his or her standard capacity (or as otherwise directed by Artisan but no less than 50% of the prior hourly service level) during the period between the date of the written notice of intention to retire and Grantee’s retirement date. The portion of any Franchise Capital Award not eligible to vest as of the retirement date shall be automatically forfeited on the retirement date.

(c)Franchise Protection Clause Clawback. The amount of an eligible Franchise Capital Award that will vest on the vesting date will be calculated as set forth in the following table, where “Cumulative Organic Contraction %” will equal (x) the cumulative net client cash flows of the accounts managed by Grantee’s investment team beginning on the first day of the month of Grantee’s retirement notice and ending on the last day of the month prior to vesting (a 3-year period), divided by (y) the AUM in accounts managed by Grantee’s investment team as of the first day of the month of Grantee’s retirement notice.

For example, (i) if the Cumulative Organic Contraction % is 20%, then 100% of the eligible Franchise Capital Award amount will vest; (ii) if the Cumulative Organic Contraction % is 55%, then 45% of the eligible Franchise Capital Award amount will vest; or (iii) if the Cumulative Organic Contraction % is 70%, then 0% of the eligible Franchise Capital Award amount will vest. For the avoidance of doubt, if the cumulative net client cash flows during the measurement period are positive, 100% of the eligible Franchise Capital Award amount will vest.

(d)Death after Retirement. If Grantee dies after having satisfied the retirement conditions in (ii) and (iii) of Section 4(b) but prior to the 18-month anniversary of the retirement date, the portion of any Franchise Capital Award eligible to vest as of the retirement date will vest on the last business day of the calendar month in which the death occurs.

(a)Change in Control: Upon a Change in Control (as defined in the Plan), any unvested Franchise Capital Award amounts will vest on the last business day of the calendar month in which occurs the Change in Control, and the vested amounts (without any Franchise Protection Clause Clawback adjustment) will be paid in full with payroll as soon as reasonably practicable thereafter, subject to limitations on the redemption of the underlying investments.

(b)Death or Disability while Employed: Notwithstanding any other provision in this Agreement, upon termination of Grantee’s Employment with Artisan by reason of death or Disability, any unvested Franchise Capital Award amounts will vest on the last business day of the calendar month in which occurs the termination of Employment, and the vested amounts (without any Franchise Protection Clause Clawback adjustment) will be paid in full with payroll as soon as

reasonably practicable thereafter, subject to limitations on the redemption of the underlying investments. For purposes of this Award Agreement, “Disability” means Grantee’s inability to perform the essential functions of his or her position, with or without reasonable accommodation, for a period aggregating 180 days within any continuous period of 365 days by reason of physical or mental incapacity.

(c)Termination without Cause: If, on or after the fifth anniversary of a Grant Date (as set forth in a franchise capital award certificate), (i) Artisan terminates the Employment of Grantee without Cause and (ii) Grantee has attained at least ten years of service with Artisan as of the date of termination of Employment, those Franchise Capital Awards granted five years or more ago will vest on the last business day of the calendar month in which occurs the termination of Employment, and the vested amounts (without any Franchise Protection Clause Clawback adjustment) will be paid in full with payroll as soon as reasonably practicable thereafter, subject to limitations on the redemption of the underlying investments.

For purposes of this Section 5(c), “Cause” means the occurrence of any of the following: (i) such Grantee’s material violation of any material contract, policy or agreement written between Grantee and Artisan; (ii) such Grantee’s commission or attempted commission of any felony or any crime involving fraud or dishonesty under the laws of the United States or any state thereof or under the laws of any other jurisdiction; (iii) such Grantee’s attempted commission of, or participation in, a fraud or act of dishonesty against Artisan or any client of Artisan; or (iv) such Grantee’s willful, material violation of the applicable rules or regulations of any governmental or self-regulatory authority that causes material harm to Artisan, such Grantee’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity required by his or her job description or such Grantee’s loss of any governmental or self-regulatory license that is reasonably necessary for such Grantee to perform his or her duties or responsibilities as an employee of Artisan.

6.Investment Prior to Vesting. Upon the Grant Date, the FCA Grant Amount (as set forth on each franchise capital award certificate) will generally be invested by Artisan in one or more of Artisan’s investment strategies. Investments will be made in the mutual fund or private fund corresponding to the strategy chosen, within the lowest fee share class eligible for investment. Dividends and/or distributions received in respect of the invested amounts will be automatically reinvested. Any payment to Grantee in respect of any vested portion of a Franchise Capital Award will take into account any gains and losses in such underlying investment, but Artisan will be the legal owner of such underlying investment prior to payment.

8.Non-Transferability. Grantee may not transfer, assign, pledge or otherwise encumber a Franchise Capital Award other than by will or by the laws of descent and distribution, and any attempt to sell, transfer, assign, pledge, hedge or otherwise dispose of a Franchise Capital Award in violation of this Award Agreement shall be void and of no effect.

9.Tax Withholding. Any cash amounts paid to the Grantee in respect of a Franchise Capital Award will be taxable as ordinary income and subject to employment taxes imposed by applicable laws at the time of payment. A portion of each cash amount will be withheld by Artisan at the time of payment to satisfy applicable federal, state or local tax and social security withholding obligations with respect to a Franchise Capital Award, provided that amounts will not be withheld from employees who are partners of Artisan Partners Holdings LP at the time of payment.

10.Section 409A. All payments under this Award Agreement are intended to be exempt from Section 409A of the Internal Revenue Code (“Section 409A”) pursuant to the “short-term deferral rule” under Treasury regulation 1.409A-1(b)(4), and this Award Agreement will be administered in a manner consistent with this intent.

11.Entire Agreement. This Award Agreement, together with any franchise capital award certificates, and the Plan constitute the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede all prior understandings and agreements (whether written or oral) between Artisan and Grantee with respect to such subject matter.

12.Notices. Any notice required to be given to Artisan under the terms of this Award Agreement will be in writing or email and be delivered to Artisan’s Chief Legal Officer. Any notice required to be given to Grantee will be in writing or email and delivered to the address or addresses last maintained in Artisan’s records.

13.Binding Effect. Any action taken or decision made in good faith by the Compensation Committee of the Board of Directors of Artisan Partners Asset Management Inc. in connection with the construction, administration or interpretation of this Award Agreement will lie within its sole and absolute discretion and will be final, conclusive and binding on Grantee and all persons claiming under or through Grantee.

16.Electronic Delivery and Signature. Artisan may, in its sole discretion, deliver this Award Agreement, the Plan or any other documents related to a Franchise Capital Award by electronic means and request Grantee’s agreement to the terms thereof by electronic means. Grantee hereby consents to receive such documents by electronic delivery, including by accessing such documents on a website, and agrees to accept the terms of the Award Agreement through any on-line or electronic system utilized by Artisan for this purpose.

•Any client of the Artisan Group (i) for which Grantee provided services (such as investment management or relationship management services) on behalf of the Artisan Group during the 12 months preceding Grantee’s last date of Employment and (ii) with whom the Grantee had substantive personal contact (including, without limitation, phone or email contact) during the 12 months preceding the Grantee’s last date of Employment.

•Any investor in a mutual fund, UCITS fund, private fund or other pooled investment vehicle advised, promoted, or sponsored by the Artisan Group (each, an “Artisan Pooled Vehicle”) (i) for which investor the Grantee provided services (such as investment management services to the relevant Artisan Pooled Vehicle or relationship management services) on behalf of the Artisan Group during the 12 months preceding Grantee’s last date of Employment and (ii) with whom the Grantee had substantive personal contact (including, without limitation, phone or email contact) during the 12 months preceding the Grantee’s last date of Employment.

•Any employee, partner or director of a financial intermediary, financial adviser or planner, consultant or broker-dealer (each, a “Client Intermediary”) (i) to whom the Grantee provided services (such as investment management or relationship management services) on behalf of the Artisan Group during the 12 months preceding the Grantee’s last date of Employment and (ii) with whom the Grantee had substantive personal contact (including, without limitation, phone or email contact) during the 12 months preceding the Grantee’s last date of Employment.

“Artisan Prospective Client” means any person or entity for which the Artisan Group made a proposal to perform services in which the Grantee participated by means of substantive personal contact with the person or entity or the agents of the person or entity during the 12 months preceding the Grantee’s last date of Employment. For the avoidance of doubt, “Artisan Prospective Client” shall include a person or entity with respect to which this definition otherwise applies, including but not limited to financial intermediaries, financial advisers or planners, consultants, and broker dealers, notwithstanding that the services that were proposed to be provided would have been provided indirectly through such person’s or entity’s investment in an Artisan Pooled Vehicle.

“Competitive Enterprise” means any business enterprise that either (i) engages in any activity that competes with any then-current activity of the Artisan Group, including, without limitation, investment management services, or (ii) holds a 5% or greater equity, voting or profit participation interest in any enterprise that engages in such a competitive activity.

“Restricted Person” means an individual who, at the time of the solicitation, was an employee of the Artisan Group and: (i) was an executive officer, portfolio manager (including associate or co-portfolio manager), or managing director of the Artisan Group (a “top-level employee”), had special skills or knowledge important to the Artisan Group, or had skills that are difficult for the Artisan Group to replace, and (ii) with whom Grantee had a working relationship or about whom Grantee acquired or possessed specialized knowledge, in each case, in connection with Grantee’s employment and during the 18 months prior to the termination of Grantee’s employment.

2.Non-Competition. If during any portion of Grantee’s Employment with the Artisan Group Grantee is or was an Executive Officer of Artisan or a decision-making portfolio manager (meaning he or she has or had investment discretion and is or was therefore identified as a portfolio manager in the firm’s Form ADV), then the terms and conditions of this Section 2 shall apply. As a necessary measure to protect the confidential trade secrets and proprietary information of the Artisan Group, Grantee agrees that during the Restricted Period he or she will not, directly or indirectly, (i) hold an equity, voting or profit participation interest in a Competitive Enterprise (other than a 5% or less interest in a publicly traded entity which is only held for passive investment purposes); (ii) provide Restricted Services anywhere in the Territory to a Competitive Enterprise; or (iii) manage or supervise personnel engaged in providing Restricted Services anywhere in the Territory on behalf of a Competitive Enterprise. As it relates to the practice of law, the terms of this Section 2 and the terms of any other similar provision agreed to by the parties hereto shall be binding and effective upon Grantee only to the extent permissible under the Rules of Professional Conduct or any other professional or ethical rules governing the practice of law that Grantee may be subject to. Further, the prohibitions in this Section 2 shall not apply to Grantee’s management, without compensation, of the investments of the Grantee or members of the Grantee’s family or a trust or similar vehicle for the benefit of any of the foregoing.

3.Non-Solicitation of Clients and Prospective Clients. Grantee agrees that during the Restricted Period he or she will not induce or attempt to induce any Artisan Client or Artisan Prospective Client to use the investment management services (including by way of investing in a mutual fund, UCITS fund or other pooled investment vehicle) of any person or entity other than the Artisan Group or to cease using the investment management services (including any Artisan Pooled Vehicle) of the Artisan Group. The prohibitions in this Section 3 shall not apply to (i) Grantee’s management, without compensation, of the investments of the Grantee or members of the Grantee’s family or a trust or similar vehicle for the benefit of any of the foregoing, or (ii) the provision of services by Grantee to a business enterprise solely because such business enterprise engages in general advertising and solicitation efforts that may or do reach an Artisan Client.

(c) With respect to Sections 4(a) and 4(b) above, the parties hereto agree that it shall be conclusively presumed to have resulted from an impermissible solicitation, and therefore it shall be a deemed violation of such section, if during the Restricted Period, the Grantee and one or more persons who was an Artisan portfolio manager (including associate or co-portfolio manager) at any time within the period of 18 months prior to termination of the Grantee’s Employment, become employed by either the same employer or an affiliate thereof, or otherwise become affiliated as partners, contractors or other personal service providers with an entity together with its affiliates, to provide Restricted Services for the benefit of a Competitive Enterprise or any affiliate of a Competitive Enterprise.

5.Included Actions. Grantee shall be deemed to have taken any action which is prohibited by this Appendix A and to be in violation of this Appendix A if Grantee takes such action directly or indirectly, or if it is taken by any person or entity with whom Grantee is associated as an employee, independent contractor, consultant, agent, partner, member, proprietor, owner, stockholder, officer, director, or trustee, or by any person or entity directly or indirectly controlled by, controlling or under common control with Grantee.

6.Injunctive Relief; Enforceability of Restrictive Covenants. Grantee acknowledges that irreparable injury may result to the Artisan Group if Grantee breaches the provisions of this Appendix A and agrees that the Artisan Group will be entitled, in addition to all other legal remedies available to the Artisan Group, to an injunction or other equitable relief by any court of competent jurisdiction to prevent or restrain any breach of this Appendix A. The parties hereto acknowledge that the restrictions on Grantee imposed by this Appendix A are reasonable in both duration and geographic scope and in all other respects for the protection of the Artisan Group, and its business, goodwill, and property rights. Grantee acknowledges that the restrictions imposed in this Appendix A will not prevent Grantee from earning a living in the event of, and after, the end of Grantee’s Employment. Grantee further acknowledges that Grantee had the opportunity to consult with his or her legal, tax and financial advisors regarding the restrictions imposed in this Appendix A prior to accepting this Award Agreement.

7.Severability. Should any provision of this Appendix A be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Appendix A shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Appendix A. The parties agree that any such court is expressly authorized to modify any such unenforceable provision, whether by revising or deleting the offending provision, or by making such other modifications to this Appendix A as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Appendix A as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Appendix A be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Appendix A shall be construed as if such invalid, illegal or unenforceable provisions had not been set forth herein.


Cumulative Organic Contraction %			% of Eligible Franchise Capital Award Vesting
Less than or equal to 33%:			100%
Between 33% and 67%:			(1 – Cumulative Organic Contraction %)
Greater than 67%:			0%