SENIOR MANAGEMENT AGREEMENT

FIRST AMENDMENT TO SENIOR MANAGEMENT AGREEMENT

SECOND AMENDMENT TO SENIOR MANAGEMENT AGREEMENT

AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT

 

 

 

Exhibit 10.2

 

SENIOR MANAGEMENT AGREEMENT

 

BY AND BETWEEN

 

HURON CONSULTING GROUP LLC,

 

AND

 

GARY E. HOLDREN


TABLE OF CONTENTS

 

 

 

 

 

 

 

  

 

  

Page

 

 

1.     Employment

  

1

 

 

 

        1.1.

  

Title and Duties

  

1

 

 

 

        1.2.

  

Outside Activity

  

1

 

 

 

        1.3.

  

Employment Period

  

2

 

 

 

        1.4.

  

Termination Upon Death

  

2

 

 

 

        1.5.

  

Termination by the Company

  

2

 

 

 

        1.6.

  

Resignation by Executive

  

3

 

 

2.     Compensation

  

4

 

 

 

        2.1.

  

Base Salary

  

4

 

 

 

        2.2.

  

Bonus Programs

  

4

 

 

 

        2.3.

  

Equity Awards

  

6

 

 

3.     Purchase of Common Interests

  

6

 

 

4.     Representations and Covenants of Executive

  

6

 

 

5.     Vesting and Forfeiture

  

7

 

 

6.     Benefits and Expenses.

  

7

 

 

7.     Compensation After Termination

  

7

 

 

 

        7.1.

  

Termination for Cause; Resign without Good Reason

  

7

 

 

 

        7.2.

  

Severance

  

7

 

 

 

        7.3.

  

Death or Disability

  

8

 

 

8.     Restrictive Covenants

  

9

 

 

 

        8.1.

  

Executive’s Acknowledgment

  

9

 

 

 

        8.2.

  

Confidential Information

  

9

 

 

 

        8.3.

  

Non-Disclosure

  

10

 

 

 

        8.4.

  

Non-Solicitation of Clients

  

10

 

 

 

        8.5.

  

Non-Interference with Relationships

  

10

 

 

 

        8.6.

  

Modification

  

11

 

 

9.     Effect on Termination

  

11

 

 

10.   Remedies

  

11

 

 

 

        10.1.

  

Non-Exclusive Remedy for Restrictive Covenants

  

11

 

 

 

        10.2.

  

Arbitration

  

11

 

 

 

        10.3.

  

Legal Fees

  

12

 

 

 

        10.4.

  

Interest

  

12

 

 

11.   Miscellaneous

  

12

 

 

 

        11.1.

  

General Release

  

12

 

 

 

        11.2.

  

Assignment

  

12

 

 

 

        11.3.

  

Severability

  

12

 

 

 

        11.4.

  

Counterparts

  

12

 

 

 

        11.5.

  

Descriptive Headings; Interpretation

  

12

 

 

 

        11.6.

  

Notices

  

13

 

 

 

        11.7.

  

Indemnification

  

13

 

 

 

i


 

 

 

 

 

 

 

 

    11.8.

  

Liability Insurance

  

14

 

 

 

    11.9.

  

Preamble; Preliminary Recitals

  

14

 

 

 

    11.10.

  

Taxes

  

14

 

 

 

    11.11.

  

Entire Agreement

  

14

 

 

 

    11.12.

  

Governing Law

  

14

 

 

 

    11.13.

  

No Strict Construction

  

14

 

 

 

    11.14.

  

Amendment and Waivers

  

14

 

 

Exhibits A     General Release of All Claims

  

A-1

 

ii


SENIOR MANAGEMENT AGREEMENT

 

SENIOR MANAGEMENT AGREEMENT (the “Agreement”), effective as of May 13, 2002 (the “Effective Date”), by and between Huron Consulting Group LLC, a Delaware limited liability company (the “Company”) and Gary E. Holdren (the “Executive”).

 

PRELIMINARY RECITALS

 

A. WHEREAS, the Company is engaged in the business of providing diversified business consulting services (the “Business”). For purposes of this Agreement, the term the “Company” shall include the Company, its subsidiaries and assignees and any successors in interest of the Company and its subsidiaries; and

 

B. WHEREAS, the Company desires to employ Executive as of the Effective Date, and Executive desires to be so employed by the Company, as set forth herein.

 

NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1. Employment.

 

1.1. Title and Duties. The Company agrees to employ Executive, and Executive agrees to accept employment with the Company, as its Chief Executive Officer and President, for the Employment Period, in accordance with the terms and conditions of this Agreement. During the Employment Period, Executive shall (i) have such responsibilities, duties and authorities as are customarily assigned to such positions and shall render such services or act in such capacity for the Company and its affiliates as the Chairman (the “Chairman”) of the Board of Directors (the “Parent Board”) of Huron Consulting Group, Inc. (the “Parent”) shall from time to time direct, and (ii) shall report to the Chairman. Executive shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a trustworthy and businesslike manner for the purpose of advancing the business of the Company. Executive shall engage in travel as reasonably required in the performance of Executive’s duties.

 

1.2. Outside Activity. During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive shall devote substantially all of his business time and attention to the business and affairs of the Company. It shall not be a violation of this Agreement for Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach occasional courses or seminars at educational institutions, or (iii) manage personal investments, so long as such activities under clauses (i), (ii) and (iii) do not interfere, in any substantial respect, with Executive’s responsibilities hereunder.


1.3. Employment Period. The employment of Executive under this Agreement shall begin on the Effective Date and shall continue through the third (3rd) anniversary of the Effective Date (the “Initial Period”). Commencing on the third (3rd) anniversary of the Effective Date and on each anniversary thereafter (each a “Renewal Date”), the employment of Executive under this Agreement shall automatically renew and extend for an additional year, unless one of the parties shall deliver to the other sixty (60) days’ advance written notice of the cessation of such automatic renewal (“Nonrenewal Notice”) at least sixty (60) days’ prior to such Renewal Date. “Employment Period” shall mean the Initial Period and any automatic extensions of Executive’s employment under this Agreement. Notwithstanding anything to the contrary contained herein, the Employment Period is subject to termination pursuant to Section 1.4, 1.5 or 1.6.

 

1.4. Termination Upon Death. If Executive dies during the Employment Period, Executive’s employment shall automatically terminate on the date of Executive’s death.

 

1.5. Termination by the Company.

 

(a) The Company may terminate Executive’s employment hereunder upon written notice to Executive (i) due to the Permanent Disability of Executive, (ii) Cause, or (iii) without Cause for any or no reason. Such termination shall be effective upon the date of service of such notice pursuant to Section 11.6.

 

(b) Definition of Cause.

 

(i) For purpose of this Agreement, “Cause” means the occurrence of any of the following events:

 

(1) Executive’s conviction of any felony or of a misdemeanor involving fraud, dishonesty, or moral turpitude;

 

(2) Executive’s material breach, material non-performance or material non-observance of any of the terms of the Agreement or any other written agreement to which Executive and the Company are parties, if such breach, non-performance or non-observance shall continue beyond a period of twenty (20) days immediately after written notice thereof by the Company to Executive or if such breach, non-performance or non-observance results in financial detriment to the Company or a detrimental effect on the Company’s business or reputation;

 

(3) Executive’s misconduct that results in material financial detriment to the Company or a material detrimental effect on the Company’s business or reputation; or

 

(4) any breach, non-performance or non-observance of Sections 8.2, 8.3, 8.4 or 8.5, of this Agreement;

 

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(ii) Cause shall be determined by the affirmative vote of at least 75% of the members of the Parent Board (excluding the Executive, if a Board member, and excluding any member of the Parent Board involved in events leading to the Parent Board’s consideration of terminating Executive for Cause). Executive shall be given twenty (20) days written notice of the Parent Board meeting at which Cause shall be decided (which notice shall be deemed to be notice of the existence of Cause if Cause is found to exist by the Parent Board), and shall be given an opportunity prior to the vote on Cause to appear before the Parent Board, with or without counsel, at Executive’s election, to present arguments on his own behalf. The notice to Executive of the Parent Board meeting shall include a description of the specific reasons for such consideration of Cause. The pendency of the notice period described herein shall not prevent or delay the Company’s ability to enforce the restrictive covenants contained herein.

 

(c) Executive shall be deemed to have a “Permanent Disability” for purposes of this Agreement if Executive has any medically determinable physical or mental impairment that has lasted for a period of not less than six (6) months in any 12 month period and that renders Executive unable to perform the duties required under the Agreement. Such determination shall be made by written certification (“Certificate”) of Executive’s Permanent Disability by a physician jointly selected by the Company and the Executive; provided that if the Company and Executive cannot reach agreement on the physician, the Certification shall be by a panel of physicians consisting of one physician selected by the Company, one physician selected by the Executive and a third physician jointly selected by those two physicians.

 

1.6. Resignation by Executive.

 

(a) Executive shall give sixty (60) days written notice to the Company prior to the effectiveness of any resignation of his employment with the Company.

 

(b) Executive’s resignation shall be a resignation for “Good Reason” if: (1) an event or condition occurs which constitutes any of (c)(i) through (v) below; (2) Executive provides the Company with written notice pursuant to Section 11.6 that he intends to resign for Good Reason and such written notice includes (A) a designation of at least one of (c)(i) through (v) below (the “Designated Section”) and (B) specifically describes the events or conditions Executive is relying upon to satisfy the requirements of the Designated Section(s); (3) as of the twentieth (20th) day following the Company’s receipt of such written notice from Executive, such events or conditions have not been corrected in all material respects; and (4) Executive’s resignation is effective within sixty (60) days of the date Executive first has actual knowledge of the occurrence of the first event or condition upon which Executive relies upon to satisfy any of the Designated Section(s).

 

3


(c) “Good Reason” shall mean the occurrence of any of the following without the express written consent of Executive:

 

(i) any material breach by the Company of the Agreement;

 

(ii) any material adverse change in the status, position, responsibilities or Base Salary (as defined below) of Executive, including, but not limited to a change in Executive’s reporting relationship so that he no longer reports to the Chairman (it being understood that neither the hiring by the Company of other senior executive officers nor the fact that any of such senior executive officers report to the Chairman shall constitute Good Reason);

 

(iii) assignment of duties to Executive that are materially inconsistent with Executive’s position and responsibilities described in this Agreement;

 

(iv) the failure of the Company to assign this Agreement to a successor to the Company or failure of a successor to the Company to explicitly assume and agree to be bound by this Agreement; or

 

(v) requiring Executive to be principally based at any office or location more than forty (40) miles from the current offices of the Company in Chicago, Illinois.

 

2. Compensation.

 

2.1. Base Salary. As consideration for the services of Executive hereunder, during the Employment Period, the Company shall pay Executive an annual base salary of seven hundred fifty thousand dollars ($750,000) (the “Base Salary”), payable in accordance with the Company’s customary payroll practices as in effect from time to time. The Chairman shall perform an annual review of Executive’s compensation based on Executive’s performance of his duties and the Company’s other compensation policies, provided that Executive’s Base Salary, as increased from time to time, shall not be reduced without Executive’s written consent. The term Base Salary shall include any changes to the Base Salary from time to time.

 

2.2. Bonus Programs.

 

(a) Annual Bonus.

 

(i) During the Employment Period, Executive shall be eligible for an annual bonus in an amount determined by the Chairman based on Executive’s performance of his duties and the Company’s other compensation policies (the “Annual Bonus”). The target for Executive’s Annual Bonus shall be four hundred fifty thousand dollars ($450,000) (the “Target Amount”) per year. The Executive’s right to any bonus payable pursuant to this Section 2.2 shall be contingent upon Executive being

 

4


employed by the Company on the last day of the performance period to which the bonus relates.

 

(ii) For the twelve (12) month period commencing on the Effective Date, Executive shall be entitled to an Annual Bonus not less than one hundred percent (100%) of the Target Amount, which shall be paid in four equal quarterly installments with one installment paid on or about each of July 31, 2002, October 31, 2002, January 31, 2003 and April 30, 2003.

 

(iii) For the twelve (12) month period commencing on the first anniversary of the Effective Date, Executive shall be entitled to an Annual Bonus not less than fifty percent (50%) of the Target Amount, which shall be paid in four equal quarterly installments with one installment paid on or about each of July 31, 2003, October 31, 2003, January 31, 2004 and April 30, 2004.

 

(iv) For the twelve (12) month period commencing on the second anniversary of the Effective Date (the “Third Year”), Executive shall be entitled to an Annual Bonus not less than twenty-five percent (25%) of the Target Amount, which shall be paid in four equal quarterly installments with one installment on or about each of July 31, 2004, October 31, 2004, January 31, 2005 and April 30, 2005. For the Third Year, the amount of the Annual Bonus payable in excess of the minimum specified in this subsection (iv) shall be based upon Executive’s achievement of certain performance goals, with such performance goals to be set and approved by the Parent Board no later than the ninetieth (90th) day of the Third Year.

 

(v) For each performance period commencing on or after the third anniversary of the Effective Date, the amount of the Annual Bonus target will be established by Chairman as set forth above and shall be payable based upon Executive’s achieving certain performance goals, with such performance goals, each to be set and approved by the Parent Board no later than the ninetieth (90th) day of the performance period to which such Annual Bonus relates.

 

(b) Performance Bonus. For each calendar year in which the Parent’s EBITDA margin is greater than twenty-five percent (25%) as determined by the Parent Board with reference to the Parent’s audited consolidated financial statements, Executive shall be eligible for a special performance bonus (the “Performance Bonus”) in addition to the Annual Bonus, which would be in an amount determined by the Chairman with approval by the Parent Board, provided that Executive is employed by the Company as of the last day of the performance period to which such Performance Bonus relates.

 

5


2.3. Equity Awards. The Chairman and Executive shall discuss periodic grants of Parent equity to Executive upon the achievement of certain defined corporate milestones, with such grants subject to the approval of the Parent Board.

 

3. Purchase of Common Interests. Subject to the terms of that certain restricted shares award agreement between Executive and the Parent (the “Restricted Shares Award Agreement”) and, except to the extent otherwise provided in the Restricted Shares Award Agreement, subject to the terms of the Huron Consulting Group Inc. 2002 Equity Incentive Plan (the “Equity Plan”), no later than December 31, 2002, Executive shall purchase, and the Parent shall sell to Executive, nine hundred thousand (900,000) shares of the Parent’s Class B nonvoting common stock, par value $.01 per share (the “Shares”). The vesting and forfeiture provisions applicable to the Shares are set forth in the Restricted Shares Award Agreement and, except to the extent otherwise provided in the Restricted Shares Award Agreement, in the Equity Plan. As a condition to receipt of the Shares, Executive shall complete and execute such documents relating to the purchase of the Shares as the Parent or Company may require. In consideration for the Shares, Executive will deliver to the Company on the date of purchase cash in the amount of one cent ($.01) per Share (the “Original Cost”).

 

4. Representations and Covenants of Executive. Executive hereby represents and warrants to the Company that:

 

(a) The Shares are being acquired by Executive for investment and solely for his own beneficial account and not with a view to, or any present intention of, directly or indirectly selling, transferring, offering to sell or transfer, participating in any distribution or otherwise disposing of all or a portion of such Shares.

 

(b) Executive acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any other applicable securities laws (together with the 1933 Act, “Securities Laws”), and that the Company has no intention and shall not have any obligation to register or to obtain an exemption from registration for the Shares or to take action so as to permit sales pursuant to the 1933 Act (including, without limitation, Rules 144 and 144A thereunder). Executive will not dispose of the Shares in contravention of the Securities Laws or the terms of the Equity Plan.

 

(c) Executive is a key employee of the Company, has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the investment in the Shares.

 

(d) Executive acknowledges that owning Shares involves various risks, including the restrictions on transferability set forth in this Agreement, the Equity Plan and the Restricted Shares Award Agreement, lack of any public market for such Shares, the risk of owning his Shares for an indefinite period of time and the risk of losing his entire investment in the Parent.

 

6


(e) Executive is familiar with the business, financial condition, properties, operations and prospects of the Company and the Parent and he has asked such questions and conducted such due diligence concerning such matters and concerning acquisition of Shares as he has desired to ask and conduct, and all such questions have been answered to his full satisfaction.

 

(f) This Agreement constitutes the legal, valid and binding obligation of Executive enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive and all other agreements contemplated hereby to which he is a party, and the fulfillment and compliance with the respective terms hereof and thereof, do not and shall not conflict with, violate or cause a breach of the terms, conditions or provisions of, or require the consent of any other person under, any agreement, non-compete provision, contract or instrument to which Executive is a party or any judgment, order, decree or other obligation to which Executive is subject.

 

5. Vesting and Forfeiture. The Shares shall vest, be subject to forfeiture and repurchase at the option of the Company and be subject to sale by the Executive to the Company, as set forth in the Restricted Shares Award Agreement and, except to the extent otherwise provided in the Restricted Shares Award Agreement, in the Equity Plan.

 

6. Benefits and Expenses.

 

6.1. During the Employment Period, Executive shall be eligible to participate in the various health and welfare benefit plans maintained by the Company for its key management employees from time to time.

 

6.2. During the Employment Period, the Company shall provide Executive with twenty (20) vacation days per calendar year. Unused vacation days for one calendar year may be carried over through the first ninety (90) days of the immediately subsequent calendar year.

 

6.3. During the Employment Period, the Company shall reimburse Executive for all ordinary, necessary and reasonable travel and other business expenses incurred by Executive in connection with the performance of his duties hereunder, in accordance with the Company policy. Such reimbursement shall be made upon presentation of itemized expense statements and such other supporting documentation as the Company may reasonably require.

 

7. Compensation After Termination.

 

7.1. Termination for Cause; Resign without Good Reason. If Executive is terminated by the Company for Cause or if Executive resigns other than for Good Reason, then, except as required by law, the Company shall pay Executive, within thirty (30) days of the termination, the Executive’s Base Salary accrued through the date of said termination and any earned but unpaid bonus.

 

7


7.2. Severance.

 

(a) If Executive is terminated by the Company without Cause or if Executive resigns for Good Reason during the Employment Period (or following the Employment Period to the extent that the Company delivers a Notice of Nonrenewal and such termination occurs on or prior to the fifth anniversary of the Effective Date), Executive shall be entitled to receive:

 

(i) as severance pay, one million, five hundred thousand dollars ($1,500,000) payable in equal installments pursuant to the Company’s normal payroll schedule for Executive during the twelve (12)-month period commencing with the date of termination, (such twelve (12)-month period, the “Severance Period”),

 

(ii) as and to the extent provided in the Restricted Shares Award Agreement, the vesting of the Shares shall accelerate, if needed, so that one hundred percent (100%) of the Shares shall be vested;

 

(iii) continuation of medical and dental benefits during the Severance Period upon the same terms as exist immediately prior to the termination of employment, and

 

(iv) all other benefits and perquisites shall be subject to the terms of the plan or program through which the benefit or perquisite is provided to Executive.

 

(b) For the avoidance of doubt, the parties hereto agree that delivery by the Company of a Notice of Nonrenewal shall not be considered an event of Good Reason or a termination by the Company for Cause.

 

(c) Notwithstanding the above, if a termination of Executive’s employment described in Section 7.2(a) above occurs within the twelve (12)-month period immediately following a Qualified Change of Control (as defined in Section 9(f) of the “Restricted Shares Award Agreement”), the severance payment of one million, five hundred thousand dollars ($1,500,000) shall be paid to Executive in a single lump sum within thirty (30) days of the termination date.

 

7.3. Death or Disability. If Executive is terminated due to Executive’s Permanent Disability or if Executive dies during the Employment Period, then:

 

(a) Executive or Executive’s estate, as the case may be, shall be entitled to receive as severance pay an amount equal to the Base Salary for six (6) months, which amount shall be payable in accordance with the Company’s policies that would otherwise apply to the payment of the Base Salary,

 

(b) As and to the extent provided in the Restricted Shares Award Agreement, the vesting of the Shares shall accelerate, if needed, so that one hundred percent (100%) of the Shares shall be Vested,

 

8


(c) Executive and/or his eligible dependents shall receive continuation of medical benefits upon the same terms as exist immediately prior to the termination of employment for the six (6)-month period immediately following the termination of employment, and

 

(d) all other benefits and perquisites shall be subject to the terms of the plan or program through which the benefit or perquisite is provided to Executive.

 

8. Restrictive Covenants.

 

8.1. Executive’s Acknowledgment. Executive agrees and acknowledges that in order to assure the Company that it will retain its value and that of the Business as a going concern, it is necessary that Executive not utilize special knowledge of the Business and its relationships with customers to compete with the Company. Executive further acknowledges that:

 

(a) the Company is and will be engaged in the Business during the Employment Period and thereafter;

 

(b) Executive will occupy a position of trust and confidence with the Company, and during the Employment Period, Executive will become familiar with the Company’s trade secrets and with other proprietary and Confidential Information concerning the Company and the Business;

 

(c) the agreements and covenants contained in Sections 8, 9 and 10 are essential to protect the Company and the goodwill of the Business and compliance with such agreements and covenants will not impair Executive’s ability to procure subsequent and comparable employment; and

 

(d) Executive’s employment with the Company has special, unique and extraordinary value to the Company and the Company would be irreparably damaged if Executive were to provide services to any person or entity in violation of the provisions of this Agreement.

 

8.2. Confidential Information. As used in this Section 8, “Confidential Information” shall mean the Company’s trade secrets and other non-public information relating to the Company or the Business, including, without limitation, information relating to financial statements, customer identities, potential customers, employees, suppliers, acquisition targets, servicing methods, equipment, programs, strategies and information, analyses, marketing plans and strategies, profit margins and other information developed or used by the Company in connection with the Business that is not known generally to the public or the industry and that gives the Company an advantage in the marketplace. Confidential Information shall not include any information that is in the public domain or becomes known in the public domain through no wrongful act on the part of Executive. Executive agrees to deliver to the Company at the termination of Executive’s employment (whether at the end of the Employment Period or thereafter), or at any other time the Company may request, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the Business or the Company or

 

9


other forms of Confidential Information which Executive may then possess or have under his control.

 

8.3. Non-Disclosure. Executive agrees that during employment with the Company (including employment following the Employment Period) and thereafter, Executive shall not reveal to any competitor or other person or entity (other than current employees of the Company) any Confidential Information regarding Clients (as defined herein) that Executive obtains while performing services for the Company. Executive further agrees that Executive will not use or disclose any Confidential Information of the Company, other than in connection with Executive’s work for the Company, until such information becomes generally known in the industry through no fault of Executive.

 

8.4. Non-Solicitation of Clients. Executive acknowledges that Executive will learn and develop Confidential Information relating to the Company’s Clients and relating to the Company’s servicing of those Clients. Executive recognizes that the Company’s relationships with its Clients are extremely valuable to it and that the protection of the Company’s relationships with its Clients is essential.

 

Accordingly, and in consideration of the Company’s employment of Executive and the various benefits and payments provided in conjunction therewith, Executive agrees that for a period of twelve (12) months following termination of employment with the Company unless otherwise mutually agreed in writing by Executive and the Company (whether at the end of the Employment Period or thereafter), Executive will not, whether or not Executive is then self employed or employed by another, directly or through another, provide services that are the same or similar to those services offered for sale and/or under any stage of development by the Company at the time of Executive’s termination, to any Client of the Company:

 

Client” shall mean those persons or firms for whom the Company has either directly or indirectly provided services within the twenty-four (24)-month period immediately preceding termination of Executive’s employment (whether at the end of the Employment Period or thereafter) and therefore includes both the referral source or entity that consults with the Company and the entity to which the consultation related. “Client” also includes those persons or firms to whom the Company has submitted a proposal (or assisted in the submission of a proposal) to perform services during the six (6) month period immediately preceding termination of Executive’s employment.

 

8.5. Non-Interference with Relationships. Executive shall not directly or indirectly solicit, induce or encourage (i) any executive or employee of the Company, or (ii) any customer, client, supplier, lender, professional advisor or other business relation of the Company to leave, alter or cease his or her relationship with the Company, for any reason whatsoever, for (1) thirty six (36) months (in the case of clause (i)) and (2) twelve (12) months (in the case of clause (ii)) after Executive’s termination, for any reason, of employment with the Company (whether at the end of the Employment Period or thereafter). Executive shall not hire or assist in the hiring of any executive or employee of the Company for that same time period, whether or not Executive is then self employed or employed by another business. Executive shall not directly or indirectly make disparaging remarks about the Company.

 

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8.6. Modification. If any court of competent jurisdiction shall at any time deem that the term of any Restrictive Covenant is too lengthy, or the scope or subject matter of any Restrictive Covenant exceeds the limitations imposed by applicable law, the parties agree that provisions of Sections 8.3, 8.4 and 8.5 shall be amended to the minimum extent necessary such that the provision is enforceable or permissible by such applicable law and be enforced as amended. The provisions of this Section 8 shall survive the end of the Employment Period and the termination of this Agreement.

 

9. Effect on Termination. If, for any reason, Executive’s employment with the Company shall terminate or the Agreement is not renewed pursuant to Section 1.3 above, then, the Agreement shall terminate; provided, however, notwithstanding such termination, the provisions contained in Sections 4, 5, 8, 9, 10, and 11 hereof shall remain in full force and effect and provided further, however, that if the Company delivers Notice of Nonrenewal prior to the fifth anniversary of the Effective Date, Section 7 hereof (including any defined terms referenced in such section) shall survive until the fifth anniversary of the Effective Date .

 

10. Remedies.

 

10.1. Non-Exclusive Remedy for Restrictive Covenants. Executive acknowledges and agrees that the covenants set forth in Sections 8.3, 8.4 and 8.5 of this Agreement (collectively, the “Restrictive Covenants”) are reasonable and necessary for the protection of the Company’s business interests, that irreparable injury will result to the Company if Executive breaches any of the terms of the Restrictive Covenants, and that in the event of Executive’s actual or threatened breach of any such Restrictive Covenants, the Company will have no adequate remedy at law. Executive accordingly agrees that in the event of any actual or threatened breach by him of any of the Restrictive Covenants, the Company shall be entitled to immediate temporary injunctive and other equitable relief, without the necessity of showing actual monetary damages or the posting of bond. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

 

10.2. Arbitration. Except as set forth in Section 10.1, any controversy or claim arising out of or related to (i) this Agreement, (ii) the breach thereof, (iii) Executive’s employment with the Company or the termination of such employment, or (iv) Employment Discrimination, shall be settled by arbitration in Chicago, Illinois before a single arbitrator administered by the American Arbitration Association (“AAA”) under its National Rules for the Resolution of Commercial Disputes, effective as of September 1, 2000 (the “Employment Rules”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. References herein to any arbitration rule(s) shall be construed as referring to such rule(s) as amended or renumbered from time to time and to any successor rules. References to the AAA include any successor organization. “Employment Discrimination” means any discrimination against or harassment of Executive in connection with Executive’s employment with the Company or the termination of such employment, including any discrimination or harassment prohibited under federal, state or local statute or other applicable law, including the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Americans with Disability

 

11


Act, the Family and Medical Leave Act, the Fair Labor Standards Act, or any similar federal, state or local statute.

 

10.3. Legal Fees. The Company shall reimburse Executive for attorney fees incurred by the Executive in connection with the negotiations of this Agreement and related agreements in an amount not to exceed $30,000.

 

10.4. Interest. If, in breach of this Agreement, the Company does not pay any amount that becomes due to Executive under this Agreement within five business days after written notice that such amount is due and owing, interest shall accrue on such amount from the date it became due and owing until the date of payment at an annual rate equal to the prime rate as publicly announced by The Northern Trust Company or its successor in effect from time to time during the period of such nonpayment.

 

11. Miscellaneous.

 

11.1. General Release. Executive acknowledges and agrees that Executive’s right to receive severance pay and other benefits pursuant to Section 7.2 and Section 7.3 of this Agreement is contingent upon Executive’s compliance with the covenants set forth in Section 8 of this Agreement and Executive’s execution and acceptance of the terms and conditions of, and the effectiveness of, a general release in a form substantially similar to that attached hereto as Exhibit B (the “Release”). If the Executive fails to comply with the covenants set forth in Section 8 or if the Executive fails to execute the Release or revokes the Release during the seven (7)-day period following his execution of the Release, then the Executive shall not be entitled to any severance payments or other benefits to which the Executive would otherwise be entitled under Section 7.2 or 7.3.

 

11.2. Assignment. Executive may not assign any of his rights or obligations hereunder without the written consent of the Company. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.

 

11.3. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity and without invalidating the remainder of this Agreement.

 

11.4. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same Agreement.

 

11.5. Descriptive Headings; Interpretation. The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

 

12


11.6. Notices.

 

All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered personally to the recipient, (ii) sent to the recipient by reputable express courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (iii) transmitted by telecopy to the recipient with a confirmation copy to follow the next day to be delivered by overnight carrier. Such notices, demands and other communications shall be sent to the addresses indicated below:

 

 

 

 

To the Company:

  

 

 

 

 

  

Huron Consulting Group LLC

c/o Lake Capital, LLC

676 North Michigan Ave.

Suite 3900

Chicago, IL 60611

Attention:  Kathleen M. Johnston

Facsimile:  (312) 640-7065

 

 

with copy to:

  

Peter Krupp

Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive

Chicago, IL 60606

Facsimile:  (312) 407-0411

 

 

To Executive:

  

Gary E. Holdren

At the current home address and/or current home

facsimile number for Executive in the Company’s

records.

 

 

with copy to:

  

Roger C. Siske

Sonnenschein Nath & Rosenthal

8000 Sears Tower

Chicago, Illinois 60606

 

or to such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Date of service of such notice shall be (w) the date such notice is personally delivered, (x) three days after the date of mailing if sent by certified or registered mail, (y) one day after the date of delivery to the overnight courier if sent by overnight courier or (z) the next business day after the date of transmittal by telecopy.

 

11.7. Indemnification. The Company hereby agrees to indemnify Executive and hold him harmless to the fullest extent permitted by law as provided under and subject to the limitations and conditions set forth in the Company’s limited liability company agreement as in effect on the date hereof, against and in respect to any and all actions, suits, proceedings, claims,

 

13


demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from Executive’s performance of his duties and obligations with the Company.

 

11.8. Liability Insurance. The Company shall cover Executive, while employed by the Company and during the six (6) year period commencing with the Executive’s date of termination, under directors and officers liability insurance in the same amount and to the same extent as the Company covers any other officer or director of the Company, provided that the Company shall not be required to provide such coverage following termination of the Executive’s employment if providing such coverage to the Executive would cause the Company’s cost of directors and officers liability insurance to be increased by more than 15% and provided further that, the Company shall not be required to provide such coverage in the event that the Executive’s employment is terminated for Cause or if, prior to the third anniversary of the Effective Date, the Executive terminates his employment without Good Reason.

 

11.9. Preamble; Preliminary Recitals. The Preliminary Recitals set forth in the Preamble hereto are hereby incorporated and made part of this Agreement.

 

11.10. Taxes. All compensation payable to Executive from the Company shall be subject to all applicable withholding taxes, normal payroll withholding and any other amounts required by law to be withheld.

 

11.11. Entire Agreement. Except as otherwise expressly set forth herein, this Agreement sets forth the entire understanding of the parties, and supersedes and preempts all prior oral or written understandings and agreements with respect to the subject matter hereof.

 

11.12. Governing Law. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of Illinois without giving effect to provisions thereof regarding conflict of laws.

 

11.13. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither the Executive nor the Board shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

 

11.14. Amendment and Waivers. Any provisions of the Agreement may be amended or waived only with the prior written consent of the Company and Executive.

 

SIGNATURE PAGE FOLLOWS.

 

14


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates written below.

 

 

 

 

THE COMPANY:

 

HURON CONSULTING GROUP LLC

 

/s/    Terence M. Graunke        


By:

 

Terence M. Graunke

Its:

 

Chairman

 

 

Date:

 

December 7, 2002

 

EXECUTIVE

 

/s/    Gary E. Holdren        


Gary E. Holdren

 

 

Date:

 

December 7, 2002

 

15


Exhibit A

 

GENERAL RELEASE OF ALL CLAIMS

 

1. For valuable consideration, the adequacy of which is hereby acknowledged, the undersigned (“Executive”), for himself, his spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other persons claiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Huron Consulting Group LLC (“Huron”), Huron Consulting Group Inc. (the “Parent”), HCG Holdings, LLC (the “Holding Company”) (collectively Huron, Parent and Holding Company being “Company”), Company’s agents, subsidiaries, parents affiliates, related organizations, employees, officers, directors, attorneys, successors, and assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, or in any way relating to Executive’s employment with the Company or any of its affiliates and the termination of Executive’s employment. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any obligations or causes of action arising from such claims, under common law including wrongful or retaliatory discharge, breach of contract (including but not limited to any claims under the Senior Management Agreement between Huron and Executive (except as set forth below), effective as of May 13, 2002, as amended from time to time (the “Senior Management Agreement”) and any claims under any stock option agreements between Executive and Huron or Parent) and any action arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal, state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Age Discrimination in Employment Act (ADEA), the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Illinois Human Rights Act, or the discrimination or employment laws of any state or municipality, and/or any claims under any express or implied contract which Releasers may claim existed with Releasees. This also includes a release by Executive of any claims for breach of contract, wrongful discharge and all claims for alleged physical or personal injury, emotional distress relating to or arising out of Executive’s employment with the Company or the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other things, that advance notice be given of certain work force reductions. This release and waiver does not apply to any claims or rights that may arise after the date Executive signs this General Release. The foregoing release does not apply to (a) any claims or rights for severance pay, benefits, indemnification and any other surviving rights now existing under the Senior Management Agreement, the Operating Agreement of Huron, the organizational documents of the Parent or any other agreement providing for indemnification regardless of when any claim is filed, (b) any claims or rights under the Restricted Shares Awards Agreement or any benefit plan or program of the Company and (c) any claims or rights under directors and officers liability insurance.

 

A-1


2. Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to the right to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Executive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against the Releasees with any government agency or any court.

 

3. Executive agrees never to sue Releasees in any forum for any claim covered by the above waiver and release language, except that Executive may bring a claim under the ADEA to challenge this General Release. If Executive violates this General Release by suing Releasees, other than under the ADEA or as otherwise set forth in Section 1 hereof and the Company prevails in a material respect, Executive shall be liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Nothing in this General Release is intended to reflect any party’s belief that Executive’s waiver of claims under ADEA is invalid or unenforceable, it being the interest of the parties that such claims are waived.

 

4. Executive acknowledges and recites that:

 

(a) Executive has executed this General Release knowingly and voluntarily;

 

(b) Executive has read and understands this General Release in its entirety;

 

(c) Executive has been advised and directed orally and in writing (and this subparagraph (c) constitutes such written direction) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it;

 

(d) Executive’s execution of this General Release has not been forced by any employee or agent of the Company, and Executive has had an opportunity to negotiate about the terms of this General Release; and

 

(e) Executive has been offered 21 calendar days after receipt of this General Release to consider its terms before executing it.

 

5. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of Illinois, except for the application of pre-emptive Federal law.

 

6. Executive shall have 7 days from the date hereof to revoke this General Release by providing written notice of the revocation to the Company, as provided in subsection 11.6 of the Senior Management Agreement, in which event this General Release shall be unenforceable and null and void.

 

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

 

A-2


 

 

 

 

 

 

 

 

 

 

 

 

 

Gary E. Holdren

 

 

 

 

Date:

 

 


 

 

 

 


 

 

 

 

Executive

 

A-3

 

 

Exhibit 10.3

 

FIRST AMENDMENT

TO

SENIOR MANAGEMENT AGREEMENT

 

WHEREAS, Huron Consulting Group LLC, a Delaware limited liability company (the “Company”) has entered into an Senior Management Agreement, effective as of May 13, 2002 (the “Agreement”) with Gary E. Holdren (the “Executive”); and

 

WHEREAS, the Executive and the Company desire to amend the Agreement;

 

NOW, THEREFORE, the Agreement is hereby amended, effective as of January 1, 2004, as follows:

 

1.

Section 2.1 of the Agreement is hereby restated in its entirety, as follows:

 

 

2.1

Base Salary

 

As consideration for the services of Executive hereunder, during the Employment Period, the Company shall pay Executive an annual base salary of eight hundred thousand dollars ($800,000) (the “Base Salary”), payable in accordance with the Company’s customary payroll practices as in effect from time to time. The Chairman shall perform an annual review of Executive’s compensation based on Executive’s performance of his duties and the Company’s other compensation policies, provided that Executive’s Base Salary, as increased from time to time, shall not be reduced without Executive’s written consent. The term Base Salary shall include any changes to the Base Salary from time to time.

 

2.

The Agreement is hereby amended by adding a new Section 11.15, as follows:

 

 

11.5

Other Matters.

 

Following the effectiveness of an initial public offering of the common stock of Huron Consulting Group Inc., references to determinations to be made by the Parent Board with respect to the compensation of Executive shall be deemed to be references to the compensation committee of the Parent Board. In addition, to the extent that Executive is, at any time during the Employment Period, serving as the Chairman, references to determinations to be made by, or the authority of, the Chairman, shall be deemed to refer instead to the compensation committee of the Parent Board, or, in the discretion of the Parent Board and consistent with applicable law and regulations, to the Parent Board itself.

 

3.

This First Amendment and the Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this First Amendment and the Agreement shall be governed by, the laws of the State of Illinois without giving effect to provisions thereof regarding conflict of laws.


4.

Except as specifically set forth in this First Amendment, the Agreement shall remain in full force and effect and, as amended by this First Amendment, is hereby ratified and confirmed by the Company and the Executive.

 

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the dates written below.

 

 

THE COMPANY:

 

HURON CONSULTING GROUP LLC

 

/s/ Kathleen Johnston

By: Kathleen Johnston

Its: Vice President

Date: May 6, 2004

 

EXECUTIVE

 

/s/ Gary E. Holdren

Gary E. Holdren

Date: May 6, 2004

 

 

 

 

 

Exhibit 10.4

SECOND AMENDMENT

TO

SENIOR MANAGEMENT AGREEMENT

 

WHEREAS, Huron Consulting Group LLC, a Delaware limited liability company (the “Company”) has entered into a Senior Management Agreement, effective as of May 13, 2002 with Gary E. Holdren (the “Executive”); and

 

WHEREAS, the Executive and the Company entered into the First Amendment to such Senior Management Agreement effective as of January 1, 2004 (such Senior Management Agreement as so amended constituting the “Agreement”);

 

WHEREAS, the Company is wholly owned by Huron Consulting Group, Inc., a Delaware corporation (the “Parent”);

 

WHEREAS, the Parent contemplates the consummation of an initial public offering of its common stock (the “IPO”); and

 

WHEREAS, the Executive and the Company desire to amend the Agreement, subject to and effective simultaneous with the Closing of the IPO.

 

NOW, THEREFORE, the Agreement is hereby amended, effective as set forth in Paragraph 6 below, as follows:

 

1. Section 1.1 of the Agreement is deleted in its entirety and replaced as follows:

 

The Company agrees to employ Executive, and Executive agrees to accept employment with the Company, as its Chief Executive Officer and President, for the Employment Period, in accordance with the terms and conditions of this Agreement. Executive shall also serve as Chief Executive Officer and President of the Parent during the Employment Period, in accordance with the terms and conditions of this Agreement. During the Employment Period, Executive shall (i) have such responsibilities, duties and authorities as are customarily assigned to such positions and shall render such services or act in such capacity for the Company and the Parent and its subsidiaries as the Board of Directors (the “Board”) of the Parent shall from time to time direct, and (ii) shall report to the Board. Executive shall perform the duties and carry out the responsibilities assigned to him, to the best of his ability, in a trustworthy and businesslike manner for the purpose of advancing the business of the Company and the Parent. Executive shall engage in travel as reasonably required in the performance of Executive’s duties.

 

2. Section 1.6(c) of the Agreement is deleted in its entirety and replaced as follows:

 

Good Reason” shall mean the occurrence of any of the following without the express written consent of Executive:

 

(i) any material breach of the Agreement by the Company which has not been cured within 20 days after notice of such non-compliance has been given by Executive to the Company;

 

(ii) any material adverse change in status, position, responsibilities or any reduction in Base Salary of Executive (it being understood that, following a Change of Control (as defined


below), the fact that Executive is not named as Chief Executive Officer of the ultimate parent entity surviving the Change of Control shall constitute Good Reason);

 

(iii) assignment of duties to Executive that are materially inconsistent with Executive’s position and responsibilities described in this Agreement;

 

(iv) the failure of the Company or the Parent to assign this Agreement to a successor to the Company or the Parent or failure of a successor to the Company or the Parent, as the case may be, to explicitly assume and agree to be bound by this Agreement; or

 

(v) requiring Executive to be principally based at any office or location more than fifty (50) miles from the current offices of the Company in Chicago, Illinois.

 

3. The Agreement is hereby amended by adding a new Section 7.4, as follows:

 

7.4 Change of Control.

 

(a) The provisions of Section 7.1 and 7.2 hereof to the contrary notwithstanding, if (i) Executive is terminated by the Company without Cause or Executive resigns for CoC Good Reason (defined below) in either case during the period commencing on a Change of Control (defined below) and ending on the second anniversary of the Change of Control (such two-year period being the “Protection Period” hereunder), or (ii) Executive reasonably demonstrates that the Company’s termination of Executive’s employment (or event which, had it occurred following a Change of Control, would have constituted CoC Good Reason) prior to a Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Change of Control (or otherwise in contemplation of a Change of Control) and a Change of Control actually occurs, (each a “Qualifying Termination”), then Executive shall be entitled to receive: (A) an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365, (B) an amount in cash equal to three (3) times the sum of Executive’s annual Base Salary and annual Target Bonus, and (C) continuation of medical benefits until the third anniversary of the date of such termination upon the same terms as exist for Executive immediately prior to the termination date. Following any termination described in this Section 7.4, the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity). Subject to the Executive’s execution of the Release described in Section 11.1, the amounts described in (A) and (B) shall be paid in a lump sum within ten (10) days after the date of termination. Such amounts or benefits shall not be subject to mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive in connection with subsequent employment.

 

(b) Except as set forth in the proviso below, anything set forth in any equity plan, equity award or any other provision of this Agreement between the Company and Executive to the contrary notwithstanding, all of Executive’s outstanding equity grants that were awarded any time shall fully vest upon the occurrence of a Qualifying Termination; provided, nothing in this Section 7.4(b) shall be construed as adversely amending the vesting schedule of any grant of

 

2


restricted stock or stock options (including any acceleration thereof under the stated conditions therein) awarded prior to the date of this Second Amendment.

 

(c) The compensation and benefits described in Section 7.4(a) and 7.4(b) shall be in lieu of compensation and benefits provided otherwise for a termination under Section 7.2 of this Agreement and any other plan or agreement of the Company, whether adopted before or after the date hereof, which provides severance payments or benefits.

 

(d) If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to Executive by the Company or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 7.4(d) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”), then the Executive shall be entitled to receive an additional payment from the Company (a “Gross-Up Payment”) in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment (and any interest and penalties imposed with respect thereto), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax (including any interest and penalties imposed with respect thereto) imposed upon the Payments.

 

All determinations required to be made under this Section 7.4(d), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent, nationally recognized accounting firm mutually acceptable to the Company and the Executive (the “Auditor”). The Auditor shall promptly provide detailed supporting calculations to both the Company and Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the Auditor shall be paid by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7.4(d), shall be paid by the Company to the Executive within 5 days of the receipt of the Auditor’s determination. All determinations made by the Auditor shall be binding upon the Company and the Executive; provided that if, notwithstanding the Auditor’s initial determination, the Internal Revenue Service (or other applicable taxing authority) determines that an additional Excise Tax is due with respect to the Payments, then the Auditor shall recalculate the amount of the Gross-Up Payment based upon the determinations made by the Internal Revenue Service (or other applicable taxing authority) after taking into account any additional interest and penalties (the “Recalculated Amount”) and the Company shall pay to the Executive the excess of the Recalculated Amount over the Gross-Up Payment initially paid to the Executive within 5 days of the receipt of the Auditor’s recalculation the Gross-Up Payment.

 

(e) For the purposes of this Section 7.4 (and distinguished from a “Qualified Change of Control” provided under certain other circumstances under the Agreement), the term “Change of Control” shall be deemed to have occurred upon the first to occur of any event set forth in any one of the following paragraphs of this Section 7.4(e):

 

3


(i) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Parent (not including in the securities beneficially owned by such Person any securities acquired directly from the Parent or its Affiliates) representing 40% or more of the combined voting power of the Parent’s then outstanding securities; or

 

(ii) there is consummated a merger or consolidation of the Parent or any direct or indirect subsidiary of the Parent with any Person, other than (a) a merger or consolidation which would result in the voting securities of the Parent or such subsidiary (as the case may be) 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) at least 60% of the combined voting power of the securities of the Parent, or by the Parent (directly or indirectly) in such subsidiary, or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, (b) a merger or consolidation effected to implement a recapitalization of the Parent (or similar transaction) in which no Person other than existing security holders is or becomes the Beneficial Owner, directly or indirectly, of securities of the Parent (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Parent or its Affiliates) representing 40% or more of the combined voting power of the Parent’s then outstanding securities, or (c) a merger or consolidation of a subsidiary of the Parent that does not represent a sale of all or substantially all of the assets of the Parent; or

 

(iii) the shareholders of the Parent approve a plan of complete liquidation or dissolution of the Parent (except for a plan of liquidation or dissolution effected to implement a recapitalization of the Parent (or similar transaction) in which no Person other than existing holders of voting securities is or becomes the Beneficial Owner, directly or indirectly, of securities of the Parent (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Parent or its Affiliates) representing 40% or more of the combined voting power of the Parent’s then outstanding securities); or

 

(iv) there is consummated an agreement for the sale or disposition of all or substantially all of the assets of the Parent or of the Company to a Person, other than a sale or disposition by the Parent of all or substantially all of the assets of the Parent or a sale or disposition by the Company of all or substantially all of the assets of the Company (as the case may be) to an entity, at least 60% of the combined voting power of the voting securities of which are owned by shareholders of the Parent (or by the Parent, in the case of a sale by the Company) in substantially the same proportions as their ownership of the Parent (or the Company) immediately prior to such sale.

 

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred (1) 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 Parent immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Parent immediately following such transaction or series of transactions, or (2) as a result of a distribution by HCG Holdings, LLC of its common stock or other securities of the Parent to its members (other than in connection with a transaction if clauses (i) or (ii) of the definition of “Change of Control” above applied by substituting “HCG Holdings, LLC” in each place with the

 

4


Parent” appears but without taking into account any references to subsidiaries contained in clause (ii)).

 

For purposes of this Change of Control definition, (A) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, (B) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, (C) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) HCG Holdings, LLC, any Related Party, the Parent, the Company or any of the Parent’s direct or indirect subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or the Parent or any of their Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the stockholders of the Parent in substantially the same proportions as their ownership of stock of the Parent, (D) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act and (E) “Related Party” shall mean (i) any member of HCG Holdings existing on the date hereof or any Affiliate of such members or (ii) any trust, corporation, partnership or other entity, whose beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of such entity consists of any of the parties listed in clause (i) of this definition.

 

4. Section 11.1 of the Agreement is hereby amended by adding the words “and Section 7.4” immediately following the words “Section 7.2 and Section 7.3” and adding the words “or Section 7.4” immediately following the words “Section 7.2 or Section 7.3” thereof.

 

5. This Second Amendment shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Second Amendment and the Agreement shall be governed by, the laws of the State of Illinois without giving effect to provisions thereof regarding conflict of laws.

 

6. This Second Amendment shall be effective simultaneous with the closing of the IPO. In the event that the IPO is not consummated prior to May 31, 2005, this Second Amendment will become null and void and of no force or effect (including in the event of the consummation of an IPO subsequent to such date). Following the effectiveness of this Second Amendment and except as specifically set forth in this Second Amendment, the Agreement shall remain in full force and effect and, as amended by this Second Amendment, is hereby ratified and confirmed by the Company and the Executive.

 

5


IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the dates written below.

 

 

 

 

THE COMPANY:

HURON CONSULTING GROUP LLC

 

 

By:

 

/s/    George Massaro

 

 

Its:

 

Chief Operating Officer

 

Date: September 23, 2004

 

THE PARENT:

HURON CONSULTING GROUP, INC.

 

 

By:

 

/s/    George Massaro

 

 

Its:

 

Chief Operating Officer

 

Date: September 23, 2004

 

EXECUTIVE:

 

/s/    Gary E. Holdren

Gary E. Holdren

 

Date: September 22, 2004

 

6

 

EX-10.13 3 dex1013.htm SENIOR MANAGEMENT AGREEMENT

Exhibit 10.13

AMENDED AND RESTATED

SENIOR MANAGEMENT AGREEMENT

BY AND BETWEEN

HURON CONSULTING GROUP INC.

AND

GARY E. HOLDREN


1.

  

EMPLOYMENT

  

1

  

1.1

    

Title and Duties

  

1

  

1.2

    

Outside Activity

  

2

  

1.3

    

Employment Period

  

2

  

1.4

    

Termination Upon Death

  

2

  

1.5

    

Termination by the Company.

  

2

  

1.6

    

Resignation by the Executive

  

4

2.

  

COMPENSATION

  

4

  

2.1

    

Base Salary

  

4

  

2.2

    

Annual Bonus

  

5

  

2.3

    

Equity Awards

  

5

3.

  

REPRESENTATIONS AND COVENANTS OF THE EXECUTIVE

  

5

  

3.1

    

Enforceability of Agreement

  

5

  

3.2

    

Restrictions on Sales

  

5

4.

  

BENEFITS AND EXPENSES

  

6

  

4.1

    

Benefit Plans

  

6

  

4.2

    

Life Insurance

  

6

  

4.3

    

Life Insurance

  

6

  

4.4

    

Expenses

  

6

5.

  

COMPENSATION AFTER TERMINATION

  

7

  

5.1

    

Termination for Cause; Resign without Good Reason

  

7

  

5.2

    

Severance

  

7

  

5.3

    

Death or Disability

  

8

  

5.4

    

Change of Control

  

8

  

5.5

    

General Release

  

11

  

5.6

    

Rights Following Termination

  

12

6.

  

RESTRICTIVE COVENANTS

  

12

  

6.1

    

The Executive’s Acknowledgment

  

12

  

6.2

    

Confidential Information

  

13

  

6.3

    

Non-Disclosure

  

13

  

6.4

    

Non-Solicitation of Clients

  

13


  

6.5

    

Non-Interference with Relationships

  

14

  

6.6

    

Noncompetition

  

14

  

6.7

    

Modification

  

14

  

6.8

    

Duty of Loyalty

  

15

7.

  

EFFECT ON TERMINATION

  

15

8.

  

REMEDIES

  

15

  

8.1

    

Non-Exclusive Remedy for Restrictive Covenants

  

15

  

8.2

    

Arbitration

  

15

  

8.3

    

Interest

  

16

9.

  

MISCELLANEOUS

  

16

  

9.1

    

Assignment

  

16

  

9.2

    

Severability

  

16

  

9.3

    

Counterparts

  

16

  

9.4

    

Descriptive Headings; Interpretation

  

16

  

9.5

    

Notices

  

16

  

9.6

    

Indemnification

  

17

  

9.7

    

Liability Insurance

  

17

  

9.8

    

Preamble; Preliminary Recitals

  

17

  

9.9

    

Taxes

  

17

  

9.10

    

Entire Agreement

  

17

  

9.11

    

Governing Law

  

18

  

9.12

    

No Strict Construction

  

18

  

9.13

    

Amendment and Waivers

  

18

  

9.14

    

Code Section 409A

  

18


AMENDED AND RESTATED

SENIOR MANAGEMENT AGREEMENT

AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (the “Agreement”), effective as of January 1, 2009 (the “Effective Date”), by and between Huron Consulting Group Inc., a Delaware corporation (the “Company”), and Gary E. Holdren (the “Executive”).

Preliminary Recitals

A. WHEREAS, the Company and its affiliates are engaged in the business of providing diversified business consulting services, including financial and operational consulting services (the “Business”) and

B. WHEREAS, Huron Consulting Services LLC (formerly known as Huron Consulting Group LLC (“Consulting”)) and the Executive previously entered into a Senior Management Agreement effective as of May 13, 2002, as amended by a First Amendment to Senior Management Agreement effective as of January 1, 2004 and subsequently amended by a Second Amendment to Senior Management Agreement effective as of the closing of the Company’s initial public offering (collectively, such Senior Management Agreement, First Amendment and Second Amendment are referred to as the “Prior Agreement”);

C. WHEREAS, the Prior Agreement was amended and restated effective as of January 29, 2007 (“Amended Prior Agreement”); and

D. WHEREAS, the Company currently employs the Executive and desires to continue to employ the Executive from and after the Effective Date, and the Executive desires to continue to be so employed by the Company, as set forth herein, and the parties desire to amend and restate the Amended Prior Agreement as set forth below, which amendment and restatement is intended to conform the Amended Prior Agreement to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and final regulations issued thereunder.

NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Employment.

1.1 Title and Duties. The Company agrees to continue to employ the Executive, and the Executive agrees to accept such continuing employment with the Company, as its Chief Executive Officer and President, for the Employment Period (defined below), in accordance with the terms and conditions of this Agreement. The Executive shall also serve as Chief Executive Officer and President of Consulting during the Employment Period, in accordance with the terms and conditions of this Agreement. During the Employment Period, the Executive shall (a) have such responsibilities, duties and authorities as are customarily assigned to such positions and shall render such services or act in such capacity for the Company and its affiliates as the Board of Directors of the Company (the “Board”) shall from time to time direct, and (b) shall report to the Board. The Executive shall perform the duties and


carry out the responsibilities assigned to him, to the best of his ability, in a trustworthy and businesslike manner for the purpose of advancing the business of the Company and its affiliates. The Executive shall engage in travel as reasonably required in the performance of the Executive’s duties.

1.2 Outside Activity. During the Employment Period, and excluding any periods of vacation and sick leave, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and its affiliates. It shall not be a violation of this Agreement for the Executive (a) with the consent of the Board, which consent shall not be unreasonably withheld, to serve on corporate, civic or charitable boards or committees, (b) to deliver lectures, fulfill speaking engagements or teach occasional courses or seminars at educational institutions, or (c) to manage personal investments, so long as such activities under clauses (a), (b) and (c) do not interfere, in any substantial respect, with the Executive’s responsibilities hereunder.

1.3 Employment Period. The employment of the Executive under this Agreement shall continue from the Effective Date and shall continue through January 28, 2012 (the “Initial Period”). Commencing on January 29, 2012 and on each anniversary thereafter (each a “Renewal Date”), the employment of the Executive under this Agreement shall automatically renew and extend for an additional year, unless one of the parties shall deliver to the other advance written notice of the cessation of such automatic renewal (“Nonrenewal Notice”) at least sixty (60) days prior to such Renewal Date. “Employment Period” shall mean the Initial Period and any automatic extensions of the Executive’s employment under this Agreement. Notwithstanding anything to the contrary contained herein, the Employment Period shall terminate on the date the Executive’s employment with the Company and its affiliates terminates pursuant to and in accordance with the terms of Section 1.4, 1.5 or 1.6.

1.4 Termination Upon Death. If the Executive dies during the Employment Period, the Executive’s employment shall automatically terminate on the date of the Executive’s death.

1.5 Termination by the Company.

(a) The Company may terminate the Executive’s employment hereunder upon written notice to the Executive (i) due to the Permanent Disability of the Executive, (ii) for Cause, or (iii) without Cause for any or no reason. Such termination shall be effective upon the date of service of such notice pursuant to Section 9.5 or such later date specified in the notice (which later date shall not be more than sixty (60) days following the date on which the notice is provided).

(b) Definition of Cause.

(i) For the purpose of this Agreement, “Cause” means the occurrence of any of the following events:

(1) the Executive’s conviction of any felony or of a misdemeanor involving fraud, dishonesty, or moral turpitude;

 

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(2) the Executive’s material breach, material non-performance or material non-observance of any of the terms of the Agreement or any other written agreement to which the Executive and the Company or any of its affiliates are parties, if such breach, non-performance or non-observance shall continue beyond a period of twenty (20) days immediately after written notice thereof by the Company to the Executive or if such breach, non-performance or non-observance results in financial detriment to the Company or its affiliates or a detrimental effect on the business or reputation of the Company or its affiliates;

(3) the Executive’s misconduct that results in material financial detriment to the Company or its affiliates or a material detrimental effect on the business or reputation of the Company or its affiliates; or

(4) any breach, non-performance or non-observance of Section 6.2, 6.3, 6.4, 6.5, or 6.6 of this Agreement.

(ii) Cause shall be determined by the affirmative vote of at least 75% of the members of the Board (excluding the Executive, if a Board member, and excluding any member of the Board involved in events leading to the Board’s consideration of terminating the Executive for Cause). The Executive shall be given twenty (20) days written notice of the Board meeting at which Cause shall be decided (which notice shall be deemed to be notice of the existence of Cause if Cause is found to exist by the Board), and shall be given an opportunity prior to the vote on Cause to appear before the Board, with or without counsel, at the Executive’s election, to present arguments on his own behalf. The notice to the Executive of the Board meeting shall include a description of the specific reasons for such consideration of Cause. The pendency of the notice period described herein shall not prevent or delay the Company’s ability to enforce the restrictive covenants contained herein.

(c) The Executive shall be deemed to have a “Permanent Disability” for purposes of this Agreement if the Executive has any medically determinable physical or mental impairment that has lasted for a period of not less than six (6) months in any twelve (12) month period and that renders the Executive unable to perform the duties required under the Agreement. Such determination shall be made by written certification (“Certification”) of the Executive’s Permanent Disability by a physician jointly selected by the Company and the Executive; provided that if the Company and the Executive cannot reach agreement on the physician, the Certification shall be by a panel of physicians consisting of one physician selected by the Company, one physician selected by the Executive and a third physician jointly selected by those two physicians.

 

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1.6 Resignation by the Executive.

(a) The Executive shall give sixty (60) days written notice to the Company prior to the effectiveness of any resignation of his employment with the Company.

(b) The Executive’s resignation shall be a resignation for “Good Reason” if: (i) an event or condition occurs which constitutes any of (c)(i) through (v) below; (ii) the Executive provides the Company with written notice pursuant to Section 9.5 that he intends to resign for Good Reason and such written notice includes (A) a designation of at least one of (c)(i) through (iv) below (the “Designated Section”) and (B) specifically describes the events or conditions the Executive is relying upon to satisfy the requirements of the Designated Section(s); (iii) as of the thirtieth (30th) day following the Company’s receipt of such written notice from the Executive, such events or conditions have not been corrected in all material respects; and (iv) the Executive’s resignation is effective within sixty (60) days after the date on which the Executive first has actual knowledge of the occurrence of the first event or condition upon which the Executive relies upon to satisfy any of the Designated Section(s).

(c) “Good Reason” shall mean the occurrence of any of the following without the express written consent of the Executive:

(i) any material breach of the Agreement by the Company;

(ii) any material adverse change in status, position or responsibilities described in Section 1.1 or any reduction in Base Salary (as defined below) of the Executive (it being understood and agreed that, (1) following a Change of Control (as defined below), the fact that the Executive is not named as Chief the Executive Officer of the ultimate parent entity surviving the Change of Control shall constitute Good Reason, (2) the appointment of a lead director of the Board shall not constitute Good Reason (provided that Executive continues to report to the full Board), and (3) a reduction in Base Salary in accordance with Section 2.1 shall not constitute Good Reason);

(iii) assignment of duties to the Executive that are materially inconsistent with the Executive’s position and responsibilities described in this Agreement; or

(iv) requiring the Executive to be principally based at any office or location more than fifty (50) miles from the current offices of the Company in Chicago, Illinois, which relocation the parties agree would constitute a material adverse change in the Executive’s job location.

2. Compensation.

2.1 Base Salary. As consideration for the services of the Executive hereunder, from January 1, 2009 and continuing during the Employment Period, the Company shall pay the Executive an annual base salary of one million two hundred thousand dollars ($1,200,000) (the “Base Salary”), payable in accordance with the Company’s customary payroll practices as in effect from time to

 

4


time. For each of the calendar years beginning on January 1, 2010 through January 1, 2011, the Base Salary shall be increased in increments of $50,000. In addition, the Board shall perform an annual review of the Executive’s compensation based on the Executive’s performance of his duties and the Company’s other compensation policies, provided that the Executive’s Base Salary, as increased from time to time, shall not be reduced without the Executive’s written consent unless such reduction is part of a comparable overall reduction for members of senior management. The term “Base Salary” shall include any changes to the Base Salary from time to time.

2.2 Annual Bonus. For each calendar year during the Employment Period beginning with the calendar year commencing on January 1, 2009, the Executive shall be eligible for an annual bonus in an amount determined by the Board, in accordance with the applicable annual bonus plan in effect from time to time, based on the Executive’s performance of his duties and the Company’s other compensation policies (the “Annual Bonus”). The target annual bonus for the Executive’s Annual Bonus shall be 100% of Base Salary (the “Target Amount”) per year. The Executive’s right to any Annual Bonus payable pursuant to this Section 2.2 shall be contingent upon the Executive being employed by the Company on the last day of the performance period to which the bonus relates. For each performance period commencing on or after the Effective Date, the amount of the Annual Bonus target will be established by the Board as set forth above and shall be payable based upon the Executive’s achieving certain performance goals, with such performance goals, each to be set and approved by the Board no later than the ninetieth (90th) day of the performance period to which such Annual Bonus relates. Except to the extent deferred by the Executive in accordance with applicable benefit plans maintained by the Company, the Annual Bonus shall be paid to the Executive no later than March 15 of the year following the year to which the Annual Bonus relates.

2.3 Equity Awards. The Board and the Executive shall discuss periodic grants of Company equity to the Executive upon the achievement of certain defined corporate milestones.

3. Representations and Covenants of the Executive.

3.1 Enforceability of Agreement. This Agreement constitutes the legal, valid and binding obligation of the Executive enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by the Executive and all other agreements contemplated hereby to which he is a party, and the fulfillment and compliance with the respective terms hereof and thereof, do not and shall not conflict with, violate or cause a breach of the terms, conditions or provisions of, or require the consent of any other person under, any agreement, non-compete provision, contract or instrument to which the Executive is a party or any judgment, order, decree or other obligation to which the Executive is subject.

3.2 Restrictions on Sales. Except as otherwise agreed by the Company in writing, the Executive agrees that he will sell, distribute, or otherwise transfer any shares of Company common stock owned by him only in accordance with the provisions of Rule 144 under the Securities Act of 1933 whether or not such provision is applicable to the Executive. This Section 3(b) shall survive termination of this Agreement.

 

5


4. Benefits and Expenses.

4.1 Benefit Plans. During the Employment Period, the Executive shall be eligible to participate in the various health and welfare benefit plans and other generally applicable programs and policies maintained by the Company for its key management employees from time to time.

4.2 Retiree Medical. If the Executive is continuously employed through January 28, 2012, or if his employment terminates prior to that date due to the Executive’s death, Permanent Disability of Executive, by the Company without Cause or by the Executive for Good Reason, he and/or his spouse (determined as of January 29, 2007) shall be eligible to continue (beyond any period of continuation of coverage otherwise provided under this Agreement) medical, dental and vision coverage made available by the Company, from time to time, to other senior executives of the Company until they each attain age 65. As an alternative to the foregoing, the Company, in its sole discretion, may provide any or all of such coverages to the Executive and and/or his spouse through the purchase of one or more insurance policies which provide coverage that is comparable to the applicable coverages provided by the Company to its senior executives. The Executive and/or his spouse shall be required to pay the full cost of any such coverages that are continued pursuant to this Section 4.2. To the extent applicable and to the extent permitted by law, any continuing coverages provided to the Executive and/or his spouse pursuant to this Section 4.2 shall be considered part of, and not in addition to, any coverage required under Code Section 4980B, or Sections 601-607 of the Employee Retirement Income Security Act of 1974, as amended, commonly referred to as “COBRA”.

4.3 Life Insurance. The Company shall use its commercially reasonable efforts to obtain, and pay the premium on, a policy of life insurance on the life of the Executive (the “Life Policy”). The Life Policy shall provide benefits in the event that the Executive’s employment with the Company terminates during the Employment Period due to death in an amount equal to the sum of the Executive’s (a) Base Salary as in effect for the year of his death and (b) then-prevailing Target Amount for the year of the termination (the “Target Bonus”). Any death benefits payable under the Life Policy shall be payable to the Executive’s beneficiary, as designated from time to time by the Executive. The Executive agrees to cooperate with the Company in obtaining the Life Policy and in keeping the Life Policy in force during the Employment Period.

4.4 Expenses. During the Employment Period, the Company shall reimburse the Executive for all ordinary, necessary and reasonable travel and other business expenses incurred by the Executive in connection with the performance of his duties hereunder, in accordance with the Company policy. Such reimbursement shall be made upon presentation of itemized expense statements and such other supporting documentation as the Company may reasonably require. To the extent that any such reimbursements are taxable to the Executive, such reimbursements shall be paid to the Executive only if (a) the expenses are incurred and reimbursable pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred during the Employment Period. With respect to any expenses that are reimbursable pursuant to the preceding sentence, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall

 

6


be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses shall not be subject to liquidation or exchange for any other benefit.

5. Compensation After Termination.

5.1 Termination for Cause; Resign without Good Reason. If the Executive’s employment is terminated by the Company for Cause or if the Executive resigns other than for Good Reason, then, except as required by law, the Company shall pay the Executive, within thirty (30) days following termination, the Executive’s Base Salary accrued through the date of said termination and his earned but unpaid bonus, if any.

5.2 Severance.

(a) If, during the Employment Period, the Executive’s employment is terminated by the Company without Cause or if the Executive resigns for Good Reason, then, subject to the terms and conditions of this Agreement:

(i) the Executive will be entitled to receive as severance pay, an amount in cash equal to the sum of the Executive’s (1) Base Salary as in effect for the year in which the termination occurs and (2) Target Bonus, payable in substantially equal installments pursuant to the Company’s normal payroll schedule for the Executive for a period of twelve (12) months commencing within sixty (60) days following the Executive’s date of termination,

(ii) the vesting of all of the Executive’s outstanding equity grants shall accelerate, if needed, so that one hundred percent (100%) of such equity shall be vested,

(iii) the Executive shall be entitled to receive continuation of medical and dental benefits during the twelve (12)-month period beginning on the Executive’s termination date upon substantially the same terms and conditions as in effect immediately prior to the termination of employment, which benefits shall be considered part of, and not in addition to, any coverage required under COBRA, and

(iv) all other benefits and perquisites shall be subject to the terms of the plan or program through which the benefit or perquisite is provided to the Executive.

(b) For the avoidance of doubt, the parties hereto agree that delivery by the Company of a Notice of Nonrenewal shall not be considered an event of Good Reason or a termination by the Company for Cause.

(c) The compensation and benefits described in this Section 5.2 shall be in lieu of compensation and benefits provided otherwise for a termination under any other plan or agreement of the Company (other than Section 5.3 or 5.4 hereof, if applicable), whether adopted before or after the date hereof, which provides severance or termination payments or benefits.

 

7


5.3 Death or Disability. If the Executive’s employment is terminated due to the Executive’s Permanent Disability or the Executive’s death, then, subject to the terms and conditions of this Agreement:

(a) if the Executive’s termination of employment occurs on account of Permanent Disability, the Executive shall be entitled to receive as severance pay an amount in cash equal to the sum of the Executive’s (i) Base Salary as in effect for the year in which the termination occurs and (ii) Target Bonus, payable in substantially equal installments pursuant to the Company’s normal payroll schedule for the Executive for a period of twelve (12) months commencing within sixty (60) days following the Executive’s date of termination,

(b) the vesting of all of the Executive’s outstanding equity shall accelerate, if needed, so that one hundred percent (100%) of such equity shall be vested,

(c) the Executive shall be entitled to receive continuation of medical benefits upon substantially the same terms and conditions as in effect immediately prior to the termination of employment for the six (6) month period immediately following the termination of employment, which benefits shall be considered part of, and not in addition to, any coverage required under COBRA, and

(d) all other benefits and perquisites shall be subject to the terms of the plan or program through which the benefit or perquisite is provided to the Executive.

5.4 Change of Control.

(a) The provisions of Section 5.2 hereof to the contrary notwithstanding but subject to the other terms and conditions of this Agreement, if (i) the Executive’s employment is terminated by the Company without Cause or the Executive resigns for Good Reason in either case during the period commencing on a Change of Control (defined below) and ending on the second anniversary of the Change of Control, or (ii) the Executive reasonably demonstrates that the Company’s termination of the Executive’s employment (or event which, had it occurred following a Change of Control, would have constituted Good Reason) prior to a Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Change of Control (or otherwise in contemplation of a Change of Control) and a Change of Control actually occurs within one year of the Executive’s date of termination, (each a “Qualifying Termination”), then the Executive shall be entitled to receive: (x) an amount in cash equal to the Executive’s Target Bonus multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365, (y) an amount in cash equal to three (3) times the sum of the Executive’s Base Salary as in effect for the year of termination and his Target Bonus, and (z) continuation of medical benefits until the third anniversary of the date of such termination (or such earlier date on which the Executive or his covered dependent(s) obtain other medical coverage) upon substantially the same terms in effect for the Executive immediately prior to the termination date, which benefits shall be considered part of, and not in addition to, any coverage required under COBRA.

 

8


(b) Subject to the terms and conditions of this Agreement, payments to be made pursuant to Sections 5.4(a)(x) and (y) shall be payable in substantially equal installments pursuant to the Company’s normal payroll schedule for the Executive for a period of twelve (12) months commencing within sixty (60) days following the Executive’s date of termination (or, in the case of a Qualifying Termination that occurs prior to the Change in Control, commencing within sixty (60) days following the Change in Control). If the Qualifying Termination occurs prior to a Change in Control, the Executive shall be paid a lump sum cash payment equal to the difference between (i) the applicable premium paid by the Executive for continuation of medical benefits from the date of the Qualifying Termination through the date of the Change in Control (the “Pre-CIC Coverage Period”) and (ii) the amount of the applicable premium that would have been paid by the Executive for continuation of medical benefits during the Pre-CIC Coverage Period had the provisions of Section 5.4(a)(z) been given effect from the date of the Qualifying Termination, which payment shall be made in a lump sum within sixty (60 days following the Change in Control. If (and to the extent) that the benefits provided pursuant to Section 5.4(z) are taxable to the Executive and are subject to Code Section 409A, the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and the right to reimbursement of the expenses shall not be subject to liquidation or exchange for any other benefit.

(c) Payments and benefits under Section 5.4(a) shall not be subject to mitigation or offset.

(d) All of the Executive’s outstanding equity grants that were awarded at any time shall fully vest upon the occurrence of a Qualifying Termination.

(e) The compensation and benefits described in Section 5.4(a) and 5.4(b) shall be in lieu of compensation and benefits provided otherwise for a termination under Section 5.2 of this Agreement and any other plan or agreement of the Company, whether adopted before or after the date hereof, which provides severance payments or benefits.

(f) If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to the Executive by the Company or any of its affiliates under this Agreement or any other plan, program or arrangement under which the Executive participates or is a party, other than amounts payable under this Section 5.4(f) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Code Section 280G, subject to the excise tax imposed by Code Section 4999, as amended from time to time (the “Excise Tax”), then the Executive shall be entitled to receive an additional payment from the Company (a “Gross-Up Payment”) in an amount such that, after payment by the Executive of all

 

9


taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment (and any interest and penalties imposed with respect thereto), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax (including any interest and penalties imposed with respect thereto) imposed upon the Payments.

All determinations required to be made under this Section 5.4(f), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by an independent, nationally recognized accounting firm mutually acceptable to the Company and the Executive (the “Auditor”). The Auditor shall promptly provide detailed supporting calculations to both the Company and the Executive following any determination that a Gross-Up Payment is necessary. All fees and expenses of the Auditor shall be paid by the Company. Any Gross-Up Payment, as determined pursuant to this Section 5.4(f), shall be paid by the Company to the Executive within 5 days of the receipt of the Auditor’s determination but in no event later than the last day of the calendar year next following the calendar year in which the Executive remits the related taxes. All determinations made by the Auditor shall be binding upon the Company and the Executive; provided that if, notwithstanding the Auditor’s initial determination, the Internal Revenue Service (or other applicable taxing authority) determines that an additional Excise Tax is due with respect to the Payments, then the Auditor shall recalculate the amount of the Gross-Up Payment based upon the determinations made by the Internal Revenue Service (or other applicable taxing authority) after taking into account any additional interest and penalties (the “Recalculated Amount”) and the Company shall pay to the Executive the excess of the Recalculated Amount over the Gross-Up Payment initially paid to the Executive within 5 days of the receipt of the Auditor’s recalculation of the Gross-Up Payment but in no event later than the last day of the calendar year next following the calendar year in which the Executive remits the related taxes, interest and penalties.

(g) For the purposes of this Section 5.4, the term “Change of Control” shall be deemed to have occurred upon the first to occur of any event set forth in any one of the following paragraphs of this Section 5.4(g):

(i) any Person becomes the Beneficial Owner, directly or indirectly, of common stock or voting securities of the Company (not including in the amounts beneficially owned by such Person any common stock or voting securities acquired directly from the Company or its Affiliates representing 40% or more of the combined voting power of the Company’s then outstanding securities; or

(ii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any Person, other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining

 

10


outstanding or by being converted into voting securities of the surviving entity or any parent thereof) 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, (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person other than existing security holders is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the amount Beneficially Owned by such Person any common stock or voting 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 (c) a merger or consolidation of a subsidiary of the Company that does not represent a sale of all or substantially all of the assets of the Company; or

(iii) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company (except for a plan of liquidation or dissolution effected to implement a recapitalization of the Company addressed in (ii) above); or

(iv) there is consummated an agreement for the sale or disposition of all or substantially all of the assets of the Company to a Person, other than a sale or disposition by the Company of all or substantially all of the assets of the Company to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company.

Notwithstanding the foregoing, a “Change of 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 Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.

For purposes of this Change of Control definition, (A) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, (B) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, (C) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company or any of the Company’s direct or indirect subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or the Company or any of their Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company and (D) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

5.5 General Release. The Executive acknowledges and agrees that the Executive’s right to receive severance pay and other benefits pursuant to Sections 5.2, 5.3 and 5.4 of this Agreement (collectively, the “Severance Benefits”) is contingent upon the

 

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Executive’s compliance with the covenants set forth in Section 6 of this Agreement and satisfaction of the Release Requirements (as defined below); provided, however, that the Executive’s right to Severance Benefits shall not be contingent upon satisfaction of the Release Requirements unless the Release (as defined below) is provided to the Executive within five (5) days following his termination of employment (or, in the case of any benefits relating to a Qualifying Termination occurring prior to a Change in Control, within five (5) days following the Change in Control). If the Executive fails to comply with the covenants set forth in Section 6 or if the Release Requirements (to the extent applicable) are not satisfied, the Executive shall not be entitled to any Severance Benefits. Further, if any of the Severance Benefits are subject to Code Section 409A and if the Release Requirements are required to be satisfied pursuant to this Section 5.5, the Executive shall be entitled to any such Severance Benefits only if the Release Requirements have been satisfied no later than the date as of which such Severance Benefits are to be paid (or provided) pursuant to this Agreement and if the Release Requirements are not satisfied, the Executive shall not be entitled to any such Severance Benefits.

(a) the term “Release” shall mean the standard form of general release used by the Company at the time of the Executive’s termination of employment; and

(b) the term “Release Requirements” means the Executive’s execution and acceptance of the terms and conditions of, and the effectiveness of the Release and the expiration of the revocation period required by applicable law without the Executive’s revocation of the Release.

5.6 Rights Following Termination. Following any termination described in this Section 5, the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under the Restrictive Covenants contained in Section 6 of this Agreement and any restrictive covenants set forth in any plan, award and agreement applicable to the Executive, at law or in equity).

6. Restrictive Covenants.

6.1 The Executive’s Acknowledgment. The Executive agrees and acknowledges that in order to assure the Company that it will retain its value and that of the Company and its affiliates as a going concern, it is necessary that the Executive not utilize special knowledge of the Company and its affiliates and their relationships with customers to compete with the Company and its affiliates. The Executive further acknowledges that:

(a) the Company and its affiliates are and will be engaged in the Business during the Employment Period and thereafter;

(b) the Executive will occupy a position of trust and confidence with the Company and its affiliates, and during the Employment Period (and during any period of continued employment or service after the Employment Period), the Executive will become familiar with the trade secrets of the Company and its affiliates and with other proprietary and Confidential Information (defined below) concerning the Company, its affiliates and the Business and any other businesses in which the Company or its affiliates engage during the Executive’s employment with the Company (the “Covered Businesses”);

 

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(c) the agreements and covenants contained in Sections 6, 7 and 8 are essential to protect the Company and its affiliates and the goodwill of the Covered Businesses and compliance with such agreements and covenants will not impair the Executive’s ability to procure subsequent and comparable employment; and

(d) the Executive’s employment with the Company has special, unique and extraordinary value to the Company and the Company and its affiliates would be irreparably damaged if the Executive were to provide services to any person or entity in violation of the provisions of this Agreement.

6.2 Confidential Information. As used in this Section 6, “Confidential Information” shall mean the trade secrets of the Company and its affiliates and other non-public information relating to the Company, its affiliates or the Covered Businesses, including, without limitation, information relating to financial statements, customer identities, potential customers, employees, suppliers, acquisition targets, servicing methods, equipment, programs, strategies and information, analyses, marketing plans and strategies, profit margins and other information developed or used by the Company or its affiliates in connection with the Covered Businesses that is not known generally to the public or the industry and that gives the Company or its affiliates an advantage in the marketplace. Confidential Information shall not include any information that is in the public domain or becomes known in the public domain through no wrongful act on the part of the Executive. The Executive agrees to deliver to the Company at the termination of the Executive’s employment (whether at the end of the Employment Period or thereafter), or at any other time the Company may request, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the Covered Businesses, the Company or its affiliates or other forms of Confidential Information which the Executive may then possess or have under his control.

6.3 Non-Disclosure. The Executive agrees that during employment with the Company (including employment following the Employment Period) and thereafter, the Executive shall not reveal to any competitor or other person or entity (other than current employees of the Company) any Confidential Information regarding Clients (as defined herein) that the Executive obtains while performing services for the Company or its affiliates. The Executive further agrees that the Executive will not use or disclose any Confidential Information, other than in connection with the Executive’s work for the Company, until such information becomes generally known in the industry through no fault of the Executive.

6.4 Non-Solicitation of Clients. The Executive acknowledges that the Executive will learn and develop Confidential Information relating to the Clients and relating to the Company’s servicing of those Clients. The Executive recognizes that the relationships of the Company and its affiliates with the Clients are extremely valuable to them and that the protection of the relationships of the Company and its affiliates with the Clients is essential.

Accordingly, and in consideration of the Company’s employment of the Executive and the various benefits and payments provided in conjunction therewith, the Executive agrees that while he is employed by the Company and for a period of twenty-four

 

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(24) months following termination of employment with the Company (whether at the end of the Employment Period or thereafter) unless otherwise mutually agreed in writing by the Executive and the Company, the Executive will not, whether or not the Executive is then self-employed or employed by another, directly or through another, provide services that are the same or similar to those services offered for sale and/or under any stage of development by the Company at the time of the Executive’s termination, to any Client.

Client” shall mean those persons or firms for whom the Company or any of its affiliates has either directly or indirectly provided services within the twenty-four (24)-month period immediately preceding termination of the Executive’s employment (whether at the end of the Employment Period or thereafter) and therefore includes both the referral source or entity that consults with the Company or any of its affiliates and the entity to which the consultation related. “Client” also includes those persons or firms to whom the Company or any of its affiliates has submitted a proposal (or assisted in the submission of a proposal) to perform services during the six (6) month period immediately preceding termination of the Executive’s employment.

6.5 Non-Interference with Relationships. The Executive shall not directly or indirectly solicit, induce or encourage (a) any executive or employee of the Company or any of its affiliates, or (b) any customer, Client, supplier, lender, professional advisor or other business relation of the Company or any of its affiliates to leave, alter or cease his or her relationship with the Company or any of its affiliates, for any reason whatsoever, for (1) thirty six (36) months (in the case of clause (a)) and (2) twenty-four (24) months (in the case of clause (b)) after the Executive’s termination of employment with the Company (whether at the end of the Employment Period or thereafter) for any reason. The Executive shall not hire or assist in the hiring of any executive or employee of the Company or any of its affiliates for that same time period, whether or not the Executive is then self-employed or employed by another business. The Executive shall not directly or indirectly make disparaging remarks about the Company, any of its affiliates or any executive or employee of the Company or any of its affiliates, or any customer, client, supplier, lender, professional advisor or other business relation of the Company or any of its affiliates.

6.6 Noncompetition. While the Executive is employed by the Company, and for a period of twenty-four (24) months after the Executive’s termination of employment with the Company (whether at the end of the Employment Period or thereafter) for any reason, the Executive agrees that he will not directly or indirectly engage in, assist, perform services for, establish or open, or have any equity interest (other than ownership of 5% or less of the outstanding stock of any corporation listed on any securities exchange) in any person, firm, corporation, or business entity (whether as an employee, officer, director, agent, security holder, creditor, consultant, or otherwise) that engages in the Covered Businesses; provided, however, that for any periods after the Executive’s termination of employment with the Company, the Covered Businesses shall include only those businesses that were Covered Businesses at the time of the Executive’s termination of employment.

6.7 Modification. If any court of competent jurisdiction shall at any time deem that the term of any Restrictive Covenant is too lengthy, or the scope or subject matter of any Restrictive Covenant exceeds the limitations imposed by applicable law, the parties

 

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agree that provisions of Sections 6.3, 6.4, 6.5 and 6.6 shall be amended to the minimum extent necessary such that the provision is enforceable or permissible by such applicable law and be enforced as amended. The provisions of this Section 6 shall survive the end of the Employment Period and the termination of this Agreement.

6.8 Duty of Loyalty. Nothing in this Section 6 shall be construed as limiting the Executive’s duty of loyalty to the Company while he is employed by the Company, or any other duty he may otherwise have to the Company while he is employed by the Company.

7. Effect on Termination. If, for any reason, the Executive’s employment with the Company shall terminate or the Agreement is not renewed pursuant to Section 1.3 above, then, the Agreement (and the Employment Period) shall terminate; provided, however, notwithstanding such termination, the provisions contained in Sections 6, 8, and 9 hereof shall remain in full force and effect in accordance with their terms.

8. Remedies.

8.1 Non-Exclusive Remedy for Restrictive Covenants. The Executive acknowledges and agrees that the covenants set forth in Section 6 of this Agreement (collectively, the “Restrictive Covenants”) are reasonable and necessary for the protection of the business interests of the Company and its affiliates, that irreparable injury will result to the Company and its affiliates if the Executive breaches any of the terms of the Restrictive Covenants, and that in the event of the Executive’s actual or threatened breach of any such Restrictive Covenants, the Company and its affiliates will have no adequate remedy at law. The Executive accordingly agrees that in the event of any actual or threatened breach by him of any of the Restrictive Covenants, the Company and/or its affiliates shall be entitled to immediate temporary injunctive and other equitable relief, without the necessity of showing actual monetary damages or the posting of a bond. Nothing contained herein shall be construed as prohibiting the Company or any of its affiliates from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages.

8.2 Arbitration. Except as set forth in Section 8.1, any controversy or claim arising out of or related to (i) this Agreement, (ii) the breach thereof, (iii) the Executive’s employment with the Company or the termination of such employment, or (iv) Employment Discrimination, shall be settled by arbitration in Chicago, Illinois before a single arbitrator administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures, amended as of September 15, 2005 (the “Employment Rules”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. References herein to any arbitration rule(s) shall be construed as referring to such rule(s) as amended or renumbered from time to time and to any successor rules. References to the AAA include any successor organization. “Employment Discrimination” means any discrimination against or harassment of the Executive in connection with the Executive’s employment with the Company or the termination of such employment, including any discrimination or harassment prohibited under federal, state or local statute or other applicable law, including the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Americans with Disability Act, the Family and Medical Leave Act, the Fair Labor Standards Act, or any similar federal, state or local statute.

 

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8.3 Interest. If, in breach of this Agreement, the Company does not pay any amount that becomes due to the Executive under this Agreement within five business days after written notice that such amount is due and owing, interest shall accrue on such amount from the date it became due and owing until the date of payment at an annual rate equal to the prime rate as publicly announced by The Northern Trust Company or its successor in effect from time to time during the period of such nonpayment. Any amounts accrued under this Section 8.3 for any calendar year shall be paid no later than March 15 of the year following the year in which they are accrued.

9. Miscellaneous.

9.1 Assignment. The Executive may not assign any of his rights or obligations hereunder without the written consent of the Company. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.

9.2 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity and without invalidating the remainder of this Agreement.

9.3 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same Agreement.

9.4 Descriptive Headings; Interpretation. The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

9.5 Notices.

All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally to the recipient, (b) sent to the recipient by reputable express courier service (charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, or (c) transmitted by telecopy to the recipient with a confirmation copy to follow the next day to be delivered by overnight carrier. Such notices, demands and other communications shall be sent to the addresses indicated below:

 

To the Company:

    

Huron Consulting Group Inc.

    

550 W. Van Buren

    

Chicago, IL 60607

    

Attention:

 

General Counsel

    

Facsimile:

 

(312) 880-3250

 

To the Executive:

  

Gary E. Holdren

  

At the current home address and/or current home

facsimile number for the Executive in the Company’s records.

 

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or to such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Date of service of such notice shall be (w) the date such notice is personally delivered, (x) three (3) days after the date of mailing if sent by certified or registered mail, (y) one day after the date of delivery to the overnight courier if sent by overnight courier or (z) the next business day after the date of transmittal by telecopy.

9.6 Indemnification. The Company hereby agrees to indemnify the Executive and hold him harmless, to the fullest lawful extent permitted by, and subject to the limitations and conditions set forth in, the Company’s Third Amended and Restated Certificate of Incorporation and bylaws, as such exist on the date hereof and regardless of any subsequently enacted bylaw or amendment (the “Indemnification Provisions”). With respect to any expenses that are subject to reimbursement under the Indemnification Provisions and that are subject to Code Section 409A, the following shall apply: (a) the amount of the expenses that are eligible for reimbursement during one calendar year may not affect the amount of reimbursements to be provided in any subsequent calendar year, (b) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (c) the right to reimbursement of the expenses shall not be subject to liquidation or exchange for any other benefit.

9.7 Liability Insurance. The Company shall cover the Executive, while employed by the Company and during the six (6) year period commencing with the Executive’s date of termination, under directors and officers liability insurance in the same amount and to the same extent as the Company covers any other officer or director of the Company, provided that the Company shall not be required to provide such coverage following termination of the Executive’s employment if providing such coverage to the Executive would cause the Company’s cost of directors and officers liability insurance to be increased by more than 15% and provided further that, the Company shall not be required to provide such coverage in the event that the Executive’s employment is terminated for Cause or if, prior to January 28, 2010, the Executive terminates his employment without Good Reason.

9.8 Preamble; Preliminary Recitals. The Preliminary Recitals set forth in the Preamble hereto are hereby incorporated and made part of this Agreement.

9.9 Taxes. All compensation payable to the Executive from the Company shall be subject to all applicable withholding taxes, normal payroll withholding and any other amounts required by law to be withheld.

9.10 Entire Agreement. Except as otherwise expressly set forth herein, this Agreement sets forth the entire understanding of the parties, and supersedes and preempts all prior oral or written understandings and agreements with respect to the subject matter hereof, including, without limitation, the Prior Agreement and the Amended Prior Agreement.

 

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9.11 Governing Law. This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of Illinois without giving effect to provisions thereof regarding conflict of laws.

9.12 No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither the Executive nor the Board shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

9.13 Amendment and Waivers. Any provisions of the Agreement may be amended or waived only with the prior written consent of the Company and the Executive.

9.14 Code Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if any payment or benefit hereunder is subject to Code Section 409A and if such payment or benefit is to be paid or provided on account of the a Participant’s separation from service (within the meaning of Code Section 409A) and if the Participant is a specified employee (within the meaning of Code Section 409A(a)(2)(B)), such payment or benefit shall be paid or provided on the later of (a) the first day of the seventh month following the Participant’s separation from service or (b) the date on which such payment or benefit would otherwise be paid or provided pursuant to the terms of this Agreement. To the extent that any payments or benefits under the Plan are subject to Code Section 409A and are paid or provided on account of the Participant’s termination of employment or service, the determination as to whether the Participant has had a termination of employment or service shall be made in accordance with Code Section 409A and the guidance issued thereunder.

SIGNATURE PAGE FOLLOWS.

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates written below.

 

Date: 12-12-2008

 

 

THE COMPANY:

  

 

 

HURON CONSULTING GROUP INC.

  

 

 

/s/ Mary M. Sawall

  

 

 

By:

 

Mary M. Sawall

  

 

 

Its:

 

VP – Human Resources

  

 

 

EXECUTIVE

  

 

 

/s/ Gary E. Holdren

  

 

 

Gary E. Holdren

 

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