Subject: Burnham Asset Management: Talking Points
From: "Mesires, George R." <[email-masked]>
To: <[email-masked]>, <[email-masked]>
Date: Wed, 24 Aug 2016 03:34:21 +0000

Termination Agreement - Burnham Asset Management & Rosemont Seneca Partners

*       No doubt, an unfortunate and disappointing situation. When news first broke earlier this Spring, it was our hope that we could separate our businesses amicably and swiftly.

*       To that end, in May 2016 - over three months ago - our lawyers sent BAM's counsel (Nick Hoffman) and Andrew a draft Termination Agreement to (i) terminate the Asset Assignment Agreement, and (ii) terminate Hunter / Eric / Joan's employment agreements.

*       Unfortunately, it is the end of August, and there has been little progress, if not regression.

*       To be clear, we don't view this as negotiable - neither the provisions of our draft Termination Agreement - nor your request for Hunter to compensate BAM in a compromised amount of $104,000 (BAM contends it is owed $208,000).

*       Our original draft of the Termination Agreement is the document that we are requiring you to sign.

*       BAM sought to make certain revisions to the Termination Agreement, which we view as inappropriate considering the commercial realities of this situation and the culpable parties.

o   So we reject those changes, and we are reverting to our original draft. We previously explained this to your counsel (Nick Hoffman)

o   First, Hunter's resignation as a board member should be effective when you were first advised - May 2016 [Eric - do you know if BAM accepted Hunter's resignation in May?]

.

o    Second, we are not agreeable to a mutual release. At this juncture, we are evaluating claims that would dwarf the amounts that you contend are owed BAM. [Consider granting a mutual release if BAM drops demand for $104,000]

o   Third, we are not agreeable to a mutual indemnification. We had no involvement, let alone any knowledge of what was happening within BAM and its affiliates.

o   Fourth, with respect to confidentiality, we can agree to a reasonable confidentiality provision, but we must be able to respond to press inquiries, and to government inquiries.

*       Lastly, it is really inappropriate that BAM would seek to collect $100K from Hunter for this divorce, which is BAM's fault, not ours.

o   And while we did not parse through your math closely, rest assured, we brought value to this relationship well in excess of the $100K you seek (e.g., Harvest's investment), and our potential damages from this catastrophe would well eclipse any amounts owed.

o   [Consider agreement to release claims against BAM if BAM agrees to drop its demand for compensation].

*       In short, we think it's best if we resolve this quickly and amicably, as originally anticipated.

George R. Mesires
Partner
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