SENIOR MANAGEMENT AGREEMENT BY AND BETWEEN HURON CONSULTING GROUP INC. AND STANLEY LOGAN
BY
AND BETWEEN
AND
XXXXXXX
XXXXX
SENIOR
MANAGEMENT AGREEMENT ("the Agreement"), effective as
of April 1, 2006 (the "Agreement Date"), by and between Huron
Consulting Group Inc., a Delaware corporation (the "Company"),
and Xxxxxxx X. Xxxxx (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 Managing Director and Vice President
of
Sales, Strategy and Business Development for the Employment Period,
in
accordance with the terms and conditions of this Agreement. During
the
Employment Period, Executive shall have such responsibilities,
duties and
authorities as are customarily assigned to such position and shall
render
such services or act in such capacity for the Company and its affiliates,
as the Company’s Chief Executive Officer (the “CEO”) shall
from time to time direct. Executive shall perform the duties and
carry out
the responsibilities assigned to Executive, to the best of Executive’s
ability, in a trustworthy and businesslike manner for the purpose
of
advancing the business of the Company. Executive acknowledges that
Executive’s duties and responsibilities hereunder will require Executive’s
full business time and effort and agrees that, during the Employment
Period, Executive will not engage in any other business activity
or have
any business pursuits or interests which materially interfere or
conflict
with the performance of Executive’s duties hereunder;
provided that Executive may, with the approval of the CEO or his
designee,
serve on the board of other corporations or charitable organizations
and
engage in charitable activities, community affairs, and
teaching.
Executive shall engage in travel as reasonably required in the
performance
of Executive’s duties.
|
| 1.2 |
Employment
Period.
The
active employment
of Executive under this Agreement shall begin on ____________
(the
“Effective
Date”),
and shall continue through the
second annual
anniversary
of
the Effective Date
(the “Term”).
Upon the expiration of the Term, the Executive’s employment may continue
on an “at will” basis. “Employment
Period”
shall mean the Term and any period of “at will” employment thereafter.
Notwithstanding anything to the contrary contained herein, the
Employment
Period is subject to termination prior to the date of expiration
thereof
pursuant to Section 1.3,
1.4
and 1.5.
|
1
| 1.3 |
Termination
Upon Death.
If Executive dies during the Employment Period, Executive’s employment
shall automatically terminate on the date of Executive’s
death.
|
| 1.4 |
Termination
by the Company.
|
| (a) |
The
Company may terminate Executive’s employment hereunder at any time. Such
termination shall be effective upon the date notice of such termination
is
given pursuant to Section 10.6
unless such notice shall otherwise
provide.
|
| (b) |
For
purpose of this Agreement, “Cause”
means the occurrence of any of the following events,
as determined in the reasonable good faith judgment of the CEO:
|
| (i) |
the
failure of Executive to perform Executive’s material duties which failure
continues for ten (10) days after the Company has given written
notice
to Executive specifying in reasonable detail the manner in which
Executive
has failed to perform such duties
and affording opportunity to cure;
|
| (ii) |
commission
by Executive of an act or omission (A) constituting (x) a felony,
(y) dishonesty with respect to the Company or (z) fraud, or
(B)
that (x) could
|
| (iii) |
the
breach, non-performance or non-observance of any of the material
terms of
this Agreement (other than a breach, non-performance or non-observance
described in clause (i) of this Section 1.4(b)),
or any other agreement to which Executive and the Company are parties,
by
Executive, if such breach, non-performance or non-observance shall
continue beyond a period of ten (10) days immediately after
written
notice
thereof given by the Company to Executive;
or
|
| (iv) |
any
breach, non-performance or non-observance of any of Sections 6.3,
6.4, 6.5
or
6.7
of
this Agreement, provided, however, that if such breach, non-performance
or
non-observance of Section 6.7
is
curable, no Cause will exist if the situation is resolved to the
satisfaction of the Company and the Executive within ten (10) days
of
notification of Executive of the breach, non-performance or
non-observance.
|
| (c) |
Executive
shall be deemed to have a “Permanent
Disability”
for purposes of this Agreement if Executive is eligible to receive
benefits under the Company’s long-term disability plan then-covering
Executive.
|
| 1.5 |
Termination
by Executive.
Executive shall give sixty (60) days’ notice to the Company prior to
the effectiveness of any resignation during the Term of Executive’s
employment with the Company. If Executive’s resignation is effective
within the ninety (90) days immediately following the Company’s
notice given to Executive that Executive’s primary location of employment
with the Company will change to a location that is more than fifty
(50) miles from Executive’s primary location of employment with the
Company in Chicago, Illinois,
then
Executive’s resignation shall be deemed for “Good
Reason.”
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2
2. Compensation
and Benefits.
| 2.1 |
Base
Salary.
As consideration for the services of Executive hereunder, during
the Term
the Company shall pay Executive an annual base salary of $500,000
(the
“Base
Salary”),
payable in accordance with the Company’s customary payroll practices as in
effect from time to time. The CEO shall perform an annual review
of
Executive’s compensation based on Executive’s performance of Executive’s
duties and the Company’s other compensation policies, provided that
Executive’s Base Salary shall not be reduced without Executive’s
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 |
Bonus
Programs.
|
| (a) |
Target
and Guaranteed Bonus.
During the Term, Executive shall be eligible for an annual bonus
in an
amount determined by the Compensation Committee of the Board based
on
Executive’s performance of Executive’s duties and the Company’s other
compensation policies (the “Annual
Bonus”).
Executive’s target Annual Bonus shall be $400,000 (the “Target
Amount”).
The actual Annual Bonus paid may be more or less than the Target
Amount
based on Company and Executive performance. Bonuses are paid within
two
and one half months following year-end and are pro-rated for partial
years
of employment. The Executive’s right to any bonus payable pursuant to this
Section 2.2
shall be contingent upon Executive being employed by the Company
on the
date the Annual Bonus is generally paid to executives of the Company;
provided, however, that if Executive’s employment is terminated by the
Company other than for Cause after the end of the Term but prior
to the
date an Annual Bonus earned during the Term is paid, then Executive
shall
receive such Annual Bonus when it is paid to other
members of senior management.
|
| (i) |
For
the twelve (12) month period commencing on the Effective Date,
Executive shall be entitled to an Annual Bonus not less than the
Target
Amount, which shall be paid annually in accordance with the Company’s
customary payroll practices described
above.
|
| (ii) |
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 the Target Amount, which shall be paid annually in accordance
with the Company’s customary payroll practices described
above.
|
| (b) |
Sign-On
Bonus. Within
thirty (30) days after the Effective Date, the Company shall pay
to
Executive a cash bonus in the amount of $600,000 (“Sign-On
Bonus”).
If the Company terminates Executive’s employment for Cause, or Executive
voluntarily resigns his employment without Good Reason at any time
prior
to the second anniversary of the Effective Date, then Executive
shall
immediately repay to the Company a pro-rata portion of the Sign-on
Bonus.
The repayment due the Company shall be calculated as the Sign-On
Bonus
multiplied by a fraction, the numerator of
which
|
3
is
the number of months remaining in the initial two year period and the
denominator of which is twenty four.
3. Equity
Awards.
Executive shall generally be eligible to participate in the Company’s equity
plans from time to time, with the amount of any equity awards, and the terms
and
conditions under which they are granted, being in the sole discretion of
the
Company. Such equity awards shall be subject to the terms of the applicable
equity incentive plan of the Company and granting agreement. As
soon
as possible after the Effective Date, Executive shall be granted an equity
grant
under the 2004 Omnibus Equity Incentive Plan with respect to 40,000 restricted
shares of stock of Huron Consulting Group Inc. These shares shall vest in
four
equal increments, with one-quarter vesting on the first anniversary of the
grant
date and one-quarter vesting on each of the next three anniversaries of the
grant date; provided, however, that no shares shall vest if Executive is
not
employed by the Company as of such vesting date.
4. Welfare
Benefits and Expenses.
| 4.1 |
Welfare
Benefits.
During the Employment Period, Executive shall be eligible to participate
in the various health and welfare benefit plans maintained by the
Company
for its senior management employees from time to
time.
|
| 4.2 |
Business
Expenses.
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 Executive’s
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.
|
5. Compensation
After Termination.
| 5.1 |
Termination
During the Term For Cause; Resignation During the Term Without
Good
Reason.
If during the Term 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 have no further obligations to Executive
(except
payment of the Base Salary accrued through the date of said termination),
and the Company shall continue to have all other rights available
hereunder (including, without limitation, all rights under the
Restrictive
Covenants at law or in equity).
|
| 5.2 |
Termination
During the Term Without Cause; Resignation During the Term For
Good
Reason.
|
| (a) |
If
on or before the last day of the Term Executive is terminated by
the
Company without Cause or Executive resigns for Good Reason,
then
Executive shall be entitled to receive the following amounts and
benefits:
|
| (i) |
Severance
pay in an amount equal to the Base Salary and guaranteed Annual
Bonus that
otherwise would have been payable if Executive had continued Executive’s
employment hereunder until the last day of the Term (with a minimum
period
of six (6) months’ base salary), which severance shall
be
|
4
|
payable
to Executive in accordance with the Company’s policies that otherwise
would apply to the payment of the Base Salary;
and,
|
| (ii) |
Continuation
of medical benefits during the unexpired portion of the Term (with
a
minimum of six (6) months) upon the same terms as exist from time
to time
for active similarly situated
executives of the Company.
|
| (b) |
The
Company shall have no other obligations under this Section
5.2 or
otherwise with respect to Executive’s employment from and after the
employment termination date, and the Company shall continue to
have all
other rights available hereunder (including, without limitation,
all
rights under the Restrictive Covenants at law or in equity).
|
| 5.3 |
Termination
During the Term Due To Death, Permanent Disability.
If during the Term Executive is terminated due to Executive’s Permanent
Disability or if Executive dies, then (a) Executive or Executive’s
estate, as the case may be, shall be entitled to receive (i)
payment of Base Salary through the date of termination, (ii)
payment of a pro rata Annual Bonus (based on actual results), to
be paid
at the same time as annual bonuses are paid to other members of
senior
management, and (b) Executive and/or Executive’s eligible dependents
shall receive continuation of medical benefits upon the same terms
as
exist for similarly situated active executives of the Company for
the
three (3)-month period immediately following the termination of
employment. The Company shall have no other obligations hereunder
or
otherwise with respect to Executive’s employment from and after the
termination date, and the Company shall continue to have all other
rights
available hereunder (including, without limitation, all rights
under the
Restrictive Covenants at law or in
equity).
|
| 5.4 |
Termination
After the Term.
If Executive’s employment is terminated after the expiration of the Term,
any compensation or benefits due to Executive (or Executive’s estate)
shall be based solely on the plans, policies and programs in effect
at the
date of termination. The Company shall have no other obligations
hereunder
or otherwise with respect to Executive’s employment from and after the
termination date, and the Company shall continue to have all other
rights
available hereunder (including, without limitation, all rights
under the
Restrictive Covenants at law or in
equity).
|
| 5.5 |
Change
of Control.
|
(a) The
provisions of Section 5.1, 5.2 and 5.4 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
5
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
the sum of Executive’s annual Base Salary and annual Target Bonus, and (C)
continuation of medical benefits until the first anniversary of the date
of such
termination upon the same terms as exist for Executive immediately prior
to the
termination date; provided,
that,
in the event of a Qualifying Termination occurring during the Term, Executive
shall be entitled to receive the greater of (x) the aggregate amount set
forth
in clauses (A), (B) and (C) of this Section 5.5 or (y) the aggregate amount
set
forth in Section 5.2(a) hereof. Following any termination described in this
Section 5.5, 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 10.1, 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) 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 at or prior to the
time of the Change of Control shall fully vest upon the occurrence of a
Qualifying Termination.
(c)
The
compensation and benefits described in Section 5.5 (a) and 5.5 (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.
(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 (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 amount of the Payments payable to the Executive under this Agreement
shall
be reduced (a “Reduction”)
to the
extent necessary so that no portion of such Payments payable to the Executive
is
subject to the Excise Tax.
All
determinations required to be made under this Section 5.5(d) 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”);
provided that in the event a Reduction is required, the Executive may determine
which Payments shall be reduced in order to comply with the provisions of
Section 5.5(d). The Auditor shall promptly provide detailed supporting
calculations to both the Company and Executive following any determination
that
a Reduction is necessary. All fees and expenses of the Auditor shall be paid
by
the Company. All determinations made by the Auditor shall be binding upon
the
Company and the Executive.
6
(e) For
purposes of this Section 5.5, 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 5.5 (e):
(i)
any
Person becomes the Beneficial Owner, directly or indirectly, of securities
of
the Company (not including in the securities beneficially owned by such Person
any 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
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 Company
thereof) at least 60% of the combined voting power of the securities of the
Company, or by the Company (directly or indirectly) in such subsidiary, or
such
surviving entity or any Company 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
securities Beneficially Owned by such Person any 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 (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 (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
Company (not including in the securities Beneficially Owned by such Person
any
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
(iv) there
is
consummated an agreement for the sale or disposition of all or substantially
all
of the assets of the Company or 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 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 Company (or by the Company, in the case of a sale by
the
Company) in substantially the same proportions as their ownership of the
Company
(or the Company) immediately prior to such sale.
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
7
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 any of its 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.
(f) For
purposes of this Section 5.5 (and distinguished from “Good Reason” provided
under certain other circumstances under the Agreement), the term “CoC
Good Reason”
means
the occurrence of any of the following within the twenty-four (24) month
period
following a Change of Control without the express written consent of Executive:
(i)
any
material breach of the Company of the Agreement which has not been cured
within
twenty (20) days after notice of such non-compliance has been given by Executive
to the Company;
(ii)
a
material diminution of duties of Executive;
(iii)
any
reduction in Base Salary, other than in connection with an across-the-board
reduction in Base Salaries applicable in like proportions to all similarly
situated executives of the Company and any direct or indirect parent of the
Company;
(iv)
assignment of duties to Executive that are materially inconsistent with
Executive’s position and responsibilities described in this Agreement;
(v)
the
failure of the Company to assign this Agreement to a successor to the Company
or
failure of a successor to the Company, as the case may be, to explicitly
assume
and agree to be bound by this Agreement; or
(vi)
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.
The
foregoing to the contrary notwithstanding, if the Company is acquired as
a
subsidiary or division of another company, in the absence of other grounds,
the
Executive shall not have incurred “CoC Good Reason” under subparagraph (iv) on
the ground that the Company has ceased to be a reporting company pursuant
to
Section 13 and Section 15(d) of the Securities Exchange Act of 1934 as a
result
of the Change of Control.
6. Restrictive
Covenants and Agreements.
8
| 6.1 |
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 6,
8 and
9
are essential to protect the Company and the confidentiality of
its
Confidential Information (defined below) and near permanent client
relationships as well as 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.
|
| 6.2 |
Confidential
Information.
As used in this Section 6,
“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, 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 other forms of
Confidential Information which Executive may then possess or have
under
Executive’s control.
|
| 6.3 |
Non-Disclosure.
Executive agrees that during employment with the Company 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
|
9
|
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.
|
| 6.4 |
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
during the Employment Period and for the longer period (“Restricted
Period”)
thereafter of (i) the period during which Executive is entitled to receive
severance payments under Section
5.2(a)(i)
or (ii)
twelve (12) months following any termination of employment with the
Company, 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 whom Executive:
| (a) |
obtained
as a Client for the Company; or
|
| (b) |
consulted
with, provided services for, or supervised the provision of services
for
during the twelve (12) month period immediately preceding termination
of Executive’s employment; or
|
| (c) |
submitted
or assisted in the submission of a proposal for the provision of
services
during the six (6) month period immediately preceding termination of
Executive’s employment.
|
“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 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 Executive 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.
| 6.5 |
Non-Interference
with Relationships.
Executive shall not at any time during the Restricted Period directly
or
indirectly solicit, induce or encourage (a) any executive or employee
of the Company, or (b) any customer, client, supplier, lender,
professional advisor or other business relation of the Company
to leave,
alter or cease his/her/its relationship with the Company, for any
reason
whatsoever. 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 at any time directly or indirectly make disparaging
remarks about the Company.
|
| 6.6 |
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
|
10
|
Restrictive
Covenant exceeds the limitations imposed by applicable law, the
parties
agree that provisions of Sections 6.3,
6.4
and 6.5
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.
|
| 6.7 |
Representations
and Warranties.
Executive
has
made full disclosure to the Company concerning the existence of,
and
delivered copies of any documents relating to, any contractual
arrangement
(including, but not limited to, any non-compete or non-solicitation
agreement) that Executive has with any current or former employer
which
agreement purports to be in effect as of the date of this offer
or the
dates of Executive’s intended employment with the Company. Executive
represents, warrants and covenants to the Company that (a) Executive
is
not a party to or bound by any employment agreement, noncompete,
nonsolicitation (of customers or employees), nondisturbance (of
customers,
employees or vendors), or confidentiality agreement with any previous
employer or any other person or entity that would be violated by
Executive’s acceptance of this position or which would interfere in any
material respect with the performance of Executive’s duties with the
Company,
(b) that Executive will not use any confidential information or
trade
secrets of any person or party other than the Company in connection
with
the performance of Executive’s duties with the Company, (c) that Executive
will not at any time breach (or threaten to breach) any such agreement
with any such previous employer or any other person or entity during
Executive’s employment with the Company and (d) Executive shall not at any
time enter into any modification of any forgoing such agreement
or any new
agreement with, waive any rights of Executive under any agreement
with, or
acknowledge any amounts due from Executive to, Executive’s previous
employer without first obtaining the prior written consent of the
Company
in its sole discretion. Executive shall hereafter immediately disclose
to
the Company any knowledge of Executive of a possible or potential
violation of any forgoing such agreement occurring at any
time.
|
7. Ownership
of Intellectual Property.
All
intellectual property, ideas, inventions, writings, software and Confidential
Information created or conceived by Executive alone or with others while
employed with the Company that relate to the Company’s business or clients or
work assigned to Executive by the Company (collectively, “Materials”) constitute
“work made for hire” and are the exclusive property of the Company. If for any
reason any Materials cannot legally constitute a “work made for hire,” then this
Agreement shall operate as an irrevocable assignment and agreement to assign
to
the Company all right, title and interest in such Materials. Executive will
promptly disclose to the Company in writing all Materials developed during
his
employment with the Company, and Executive will execute such documents as
may be
necessary to evidence his assignment(s) of all right, title and interest
in
Materials to the Company. If Executive claims ownership in any intellectual
property, ideas or inventions that predate his employment with the Company,
then
Executive will disclose such claims in writing to the Company’s Human Resources
Department before commencing any work for the Company.
8. Effect
on Termination.
If, for
any reason, this Agreement shall terminate or Executive’s employment with the
Company shall terminate, then, notwithstanding such termination, those
provisions contained in Sections 6,
7, 8 9 and
10 hereof
shall survive and thereafter remain in full force and effect.
11
9. Remedies.
| 9.1 |
Non-Exclusive
Remedy for Restrictive Covenants.
Executive acknowledges and agrees that the covenants set forth
in
Sections 6.3,
6.4, and
6.5
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
Executive 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.
|
| 9.2 |
Arbitration.
Except as set forth in Section 9.1,
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 Employment Disputes, amended
and
restated effective as of January 1, 2004 (the “Employment
Rules”),
and judgment on the award rendered by the arbitrator may be entered
in any
court having jurisdiction thereof. Notwithstanding the foregoing,
Rule R-34 of the AAA’s Commercial Arbitration Rules amended and
restated effective as of July 1, 2003 (instead of Rule 27 of the
Employment Rules) shall apply to interim measures. 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 Act, the Family and Medical Leave Act, the Fair
Labor
Standards Act, or any similar federal, state or local
statute.
|
10. Miscellaneous.
| 10.1 |
General
Release.
Executive acknowledges and agrees that Executive’s right to receive
severance pay and other benefits (including any post-termination
equity
vesting) pursuant to Section 5.1,
Section 5.2 and Section 5.5 of
this Agreement is contingent upon Executive’s compliance with the
covenants, representations and warranties and agreements set forth
in
Section 6
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 A (the
“Release”).
If the Executive fails to comply with the covenants set forth in
Section 6
or
if the Executive fails to execute the Release or revokes the Release
during the seven (7)-day period following
Executive’s
|
12
|
execution
of the Release, then the Executive shall not be entitled to any
severance
payments or other such benefits to which the Executive otherwise
would
have been entitled under Sections 5.1,
5.2 or 5.5.
|
| 10.2 |
Code
Section 409A.
Notwithstanding
anything in this Agreement or elsewhere to the
contrary:
|
| (a) |
If
payment or provision of any amount or other benefit that is “deferred
compensation” subject to Code Section 409A at the time otherwise specified
in this Agreement or elsewhere would subject such amount or benefit
to
additional tax pursuant to Code Section 409A(a)(1)(B), and if payment
or
provision thereof at a later date would avoid any such additional
tax,
then the payment or provision thereof shall be postponed to the
earliest
date on which such amount or benefit can be paid or provided without
incurring any such additional tax.
|
| (b) |
If
any payment or benefit permitted or required under this Agreement,
or
otherwise, is reasonably determined by either party to be subject
for any
reason to a material risk of additional tax pursuant to Code Section
409A
(a) (1) (B), including when final regulations and issued thereunder,
then
the parties shall promptly agree in good faith on appropriate provisions
to avoid such risk without materially changing the economic value
of this
Agreement to either party.
|
| 10.3 |
Assignment.
Executive may not assign any of Executive’s 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.
|
| 10.4 |
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.
|
| 10.5 |
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.
|
| 10.6 |
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.
|
| 10.7 |
Notices.
All notices, demands or other communications to be given 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
|
13
|
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. |
| 000 Xxxx Xxx Xxxxx Xxxxxx | |
| Xxxxxxx, XX 00000 | |
| Attention: Xxxxxxx Xxxxxxx | |
| Facsimile: (000) 000-0000 |
| To Executive: | Xxxxxxx Xxxxx |
| 000 X. Xxxxxx Xxx. | |
| Xxx. 000 | |
| Xxxxxxx, XX 00000 |
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.
The
date in which such notice shall be deemed given shall be (w) the date of
receipt if personally delivered, (x) three business days after the date of
mailing if sent by certified or registered mail, (y) one business 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.
| 10.8 |
Preamble;
Preliminary Recitals.
The Preliminary Recitals set forth in the Preamble hereto are hereby
incorporated and made part of this
Agreement.
|
| 10.9 |
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.
|
| 10.10 |
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.
|
| 10.11 |
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.
|
| 10.12 |
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.
|
| 10.13 |
Amendment
and Waivers.
Any provisions of the Agreement may be amended or waived only with
the
prior written consent of the Company and
Executive.
|
14
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the dates written
below.
|
THE
COMPANY:
By: /s/
Xxxx Xxxxxxx
Its:
CEO
Date: April
5, 2006
|
|
|
Xxxxxxx
Xxxxx
/s/ Xxxxxxx X.
Xxxxx
Xxxxxxx X.
Xxxxx
(print
name)
April 5,
2006
Date
|
15
Exhibit A
GENERAL
RELEASE OF ALL CLAIMS
1. For
valuable consideration, the adequacy of which is hereby acknowledged, the
undersigned (“Executive”),
for
Executive, Executive’s 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 Inc.
(“Company”),
Company’s agents, subsidiaries, Company’s 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 xxx 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 the Company and Executive, dated as of
April
1, 2006, as amended from time to time (the “Senior
Management Agreement”)(but
excluding claims regarding severance
pay
and
benefits) and any claims under any equity agreements (including stock
option and restricted stock agreements) between Executive and Company) 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 cover any right to indemnification now existing under any
insurance covering Executive or the by-laws
or Operating
Agreement of
the
Company regardless of when any claim is filed.
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
16
any
complaint, charge, or lawsuit against the
Releasees with any government agency or any court.
3. Executive
agrees never to xxx 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, 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 Executive 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 10.6 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.
| [Name of Executive] | ||||
| Date: | ||||
| Executive |
17
