(b)

On June 22, 2018, Mark R. Freeman informed Westwood Holdings Group, Inc. (the “Company”) of his decision to transition out of his role of Executive Vice President, Chief Investment Officer, and Senior Portfolio Manager of the Company over the next nine months to pursue his philanthropic and business goals outside of the Company. Accordingly, Mr. Freeman’s employment with the Company will end on March 8, 2019 (the “Resignation Date”), unless his employment is earlier terminated in accordance with the terms of the employment agreement dated as of November 9, 2016 (the “Employment Agreement”).

(e)

On June 27, 2018, the Company entered into a letter agreement with Mr. Freeman (the “Letter Agreement”) that sets forth the terms of his transition and separation from the Company. to the terms of the Letter Agreement, the Company and Mr. Freeman have agreed that:

Mr. Freeman’s employment with the Company will end on the Resignation Date, unless earlier terminated in accordance with the terms of the Employment Agreement.

For the remainder of his employment with the Company, Mr. Freeman will continue to receive a base salary of $500,000 per year.

Subject to his continuing employment through the Resignation Date, Mr. Freeman will receive a bonus for fiscal 2018 performance in an amount not less than $650,000 and not more than $750,000. The bonus will be paid at the same time the Company pays fiscal 2018 performance bonuses to its active executive officers, but no later than March 8, 2019.

Mr. Freeman’s 2017 and 2018 Mutual Fund Incentive Awards and all of his outstanding equity incentive awards will continue to vest or be forfeited in accordance with the terms of those awards.

Mr. Freeman will not receive a bonus for fiscal 2019 performance, nor will he be eligible to receive any future Mutual Fund Incentive Awards or equity incentive awards.

Subject to Mr. Freeman’s continuing employment through the Resignation Date, Mr. Freeman will be subject, at the Company’s option, to a post-termination non-compete period that will begin on March 9, 2019, and end on May 1, 2019 (the “Elective Non-Compete Period”). For that portion of the Elective Non-Compete Period that the Company elects to enforce, Mr. Freeman will be entitled to Company-subsidized COBRA continuation coverage and salary continuation payments, provided that he timely executes and does not revoke a release agreement in the form attached to the Letter Agreement.

Except as set forth above, all of the terms of the Employment Agreement will remain unchanged and in effect through the date of Mr. Freeman’s termination of employment with the Company.