Amendment to Award Agreements
This agreement (the "Agreement") is entered into as of December 30,
2005 by Nuveen Investments, Inc. ("Nuveen") and Xxxxxxx X. Xxxxxxxxxxxx (the
"Executive").
WHEREAS, Nuveen and the Executive are parties to various award
agreements identified hereafter (collectively, the "Award Agreements") which
among other provisions grant Executive (1) the right and option to purchase
shares of Nuveen's Class A Common Stock (hereinafter, the "Stock") at specified
prices, and (2) the right to receive restricted Stock. The Award Agreements are
as follows: Restricted Stock Award and Agreement dated June 13, 2002, made
effective June 10, 2002; Restricted Stock Award and Agreement dated January 25,
2005, made effective January 14, 2005; Non-Qualified Stock Option Agreement
dated January 24, 2005, made effective January 14, 2005; Long Term Equity
Performance Award Agreement - Stock Options dated January 31, 2005, made
effective January 14, 2005; and Long Term Equity Performance Award Agreement -
Restricted Stock dated January 31, 2005, made effective January 14, 2005; and
WHEREAS, the Award Agreements identified above were made in respect
where applicable of the following equity incentive plans: the Second Amendment
and Restatement of The Xxxx Nuveen Company Equity Incentive Award Plan, and the
Nuveen Investments, Inc. 2005 Equity Incentive Plan (collectively, the "Plans");
and
WHEREAS, the parties desire to amend each of the Award Agreements to
provide that the term "Retirement" as used in each the Award Agreements shall be
defined as follows: "Retirement means the retirement of a Participant from the
employment of Nuveen or a Nuveen subsidiary at (i) such Participant's normal
retirement upon reaching age 65, or (ii) such Participant's early retirement
with the approval of the Committee;"
NOW THEREFORE, in consideration in part of the other compensation
granted to the Executive, Nuveen and the Executive have agreed as follows,
1. Amendment of Award Agreements. Notwithstanding any other definition
of the term "Retirement" in any of the above-noted Plans or Award Agreements,
each of the Award Agreements is amended to provide as follows: "Retirement means
the retirement of a Participant from the employment of Nuveen or a Nuveen
subsidiary at (i) such Participant's normal retirement upon reaching age 65, or
(ii) such Participant's early retirement with the approval of the Committee."
2. Waiver. Executive irrevocably waives any and all rights which he
would otherwise have under the Plans and the Award Agreements in the absence of
the amendment of the definition of "Retirement" in the Award Agreements
contained in the Agreement.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
December 30, 2005.
EXECUTIVE:
/s/ Xxxxxxx X. Xxxxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxxxx
NUVEEN INVESTMENTS, INC.
By: /s/ Xxxx X. Berkshire
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Its: Senior Vice President
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