EX-10.12
Consulting Agreement and General Release dated as of November 21, 1999 between
the Registrant and Xxxxxx X. Xxxxx
Exhibit 10.12
CONSULTING AGREEMENT AND GENERAL RELEASE
THIS CONSULTING AGREEMENT AND GENERAL RELEASE (the "Agreement") is made
and entered into as of the 21st day of November, 1999, by and between Navigant
Consulting, Inc., a Delaware corporation (the "Company"), and Xxxxxx X. Xxxxx
("Xxxxx").
RECITALS
X. Xxxxx has been employed by the Company as President and Chief
Executive Officer and Chairman of the Board of Directors (the "Board").
X. Xxxxx desires voluntarily to resign his employment with the Company
and resign all positions he holds.
C. The Company and Xxxxx agree that he will be engaged as a consultant
to the Company, subject to the terms and limitations of this Agreement.
NOW, THEREFORE, in consideration of the above premises and the following
mutual covenants and conditions, the parties agree as follows:
1. Resignation of Employment. The Company and Xxxxx agree that
immediately upon the signing of this Agreement by both parties (the "Effective
Time"), Xxxxx resigns his employment with the Company and its subsidiaries and
affiliates and the Company accepts such resignation. At the Effective Time, the
Company and Xxxxx also agree that he resigns as Chairman of, and as a member of,
the Board, and as a Member of the Board of Directors and as an officer of any
subsidiaries or affiliates of the Company and the Company accepts such
resignations. Additionally, Xxxxx agrees to return to the Company all Company
property in his possession on or prior to November 22, 1999. Xxxxx'x termination
of each of his positions shall be deemed to have occurred by virtue of his
voluntary resignation. Xxxxx agrees and acknowledges that he will make no
announcement about his resignation or about the affairs of the Company to
employees of the Company or its subsidiaries or affiliates, which is in any
manner inconsistent with the terms of this Agreement, and further agrees and
acknowledges that any press or other written or oral public releases or
statements concerning his resignation or about the affairs of the Company or its
subsidiaries or affiliates shall be issued by the Company only. In addition to
the foregoing, Xxxxx agrees and covenants that he will not make or authorize the
making of any statements, whether oral or written, to any third party
disparaging the Company or its subsidiaries or affiliates, its or their
business, employees, officers or directors. Further, Xxxxx will refrain from
making any disparaging or misleading statements to financial analysts or others
in the financial
services industry about the Company, its subsidiaries or affiliates or their
business (or about or relating to any officer, director, employee or other
person acting on the Company's or its subsidiaries' or affiliates' behalf). At
all times, Xxxxx shall be free to respond to false or disparaging statements
directed at his conduct with factually accurate statements.
2. Consulting Agreement. Subject to the terms of this Agreement, from
November 21, 1999 through November 20, 2001 (the "Consulting Period"), Xxxxx
shall be engaged as a consultant to the Company. Xxxxx agrees that (i) he will
not hereinafter seek re-employment with the Company, (ii) the Company may
terminate the Consulting Period at any time and for any reason, provided the
Company provides Xxxxx with two (2) days prior written notice of such
termination, and (iii) the Company may terminate the Consulting Period at any
time, and without notice, for Cause, as defined below. For purposes of this
Agreement, the Company may terminate this Agreement for Cause if Xxxxx shall
have breached in any material respect the terms of this Agreement ("Cause"). The
Company shall provide notice of any termination for cause as provided in
Paragraph 18. The termination of the Consulting Period shall not constitute a
termination of this Agreement.
3. Duties. Through November 20, 2001 (or such earlier time as may be
provided for under Paragraph 2), Xxxxx shall be available to perform projects to
be assigned to him by the Chief Executive Officer of the Company, such projects
to be performed at the direction of such Chief Executive Officer or his
designee. Xxxxx shall diligently, competently, and faithfully perform all such
assigned projects. Xxxxx shall perform the duties provided for in this Agreement
as an independent contractor without the power to bind, represent, or speak for
the Company for any purpose whatsoever without the prior written approval of the
Board. Xxxxx acknowledges his separate responsibility for all federal and state
taxes applicable on payments received pursuant to Paragraph 4. Except with
respect to services expressly and directly requested by the Company's Chief
Executive Officer, Xxxxx shall not become involved in the operations or
management of the Company or its subsidiaries or affiliates, or directly or
indirectly attempt to influence the management, policies or affairs of the
Company and its subsidiaries or affiliates, except with respect to any rights he
may have as a shareholder of the Company.
4. Compensation and Release Payments.
A. As compensation for his consulting services, and as consideration
for this Agreement, the Company shall pay Xxxxx the sum of $25,000 per
month, payable at the end of each month during the Consulting Period,
subject to any deductions as may be required to be made pursuant to law,
government order, or by agreement with, or consent of, Xxxxx.
B. If, prior to November 20, 2001, the Company terminates the
Consulting Period, other than for Cause, the Company shall pay Xxxxx at the
time of such termination an amount equal to the difference between $600,000
and the sum total of the monthly consulting fees theretofore paid to Xxxxx
under this Agreement and the Company shall thereby be relieved of any other
payment obligations under Paragraph 4A of this Agreement.
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C. Notwithstanding anything else in this Agreement, if, prior to
November 20, 2001, the Company terminates the Consulting Period for Cause,
Xxxxx shall be entitled to no further payments under this Agreement.
D. The Company and Xxxxx acknowledge that, as of the Effective Time,
Xxxxx has a loan outstanding to the Company made in or about April 1999 in
the amount of $2,700,000. The Company hereby agrees to release any claims
the Company may have against him concerning such loan, including the
repayment of any principal or interest thereon, in consideration of Xxxxx'x
agreement to sell back to the Company, within two (2) business days of the
Effective Time, 112,500 shares of Company stock at $24.00 per share. In
addition to the foregoing, the Company and Xxxxx acknowledge that Xxxxx has
tendered to the Company approximately 493,000 shares of Company stock at
$20.50 per share, as accord and satisfaction for a $10,000,000 loan, and
accrued interest thereon that had been made to him on or about August 24,
1999 by the Company. The Company agrees to release any claims that it may
have had against Xxxxx concerning this additional $10,000,000 loan.
X. Xxxxx is a party to stock option agreements with the Company
entered into as of May 21, 1997, January 16, 1998, October 8, 1998 and July
1, 1999, respectively (the "Option Agreements"). In consideration of the
payments under this Agreement, Xxxxx hereby surrenders and relinquishes all
rights under the option agreement dated October 8, 1998 and, under the
option agreement dated July 1, 1999, Xxxxx surrenders and relinquishes all
rights to all but the option to purchase 37,500 shares thereunder. Xxxxx
shall retain the right and option to exercise all 150,000 shares under the
option agreement dated May 21, 1997 and all 112,500 shares under the option
agreement dated January 16, 1998, subject to the following revised terms
for the option agreements dated May 21, 1997, January 16, 1998 and July 1,
1999.
The options to purchase the 300,000 shares remaining under said option
agreements shall be exercisable as follows:
Exercise Period
------------------------------------
Number of Shares Exercise Price Commencement Date Expiration Date
---------------- -------------- ----------------- -----------------
75,000 $13.33 November 21, 1999 February 20, 2002
75,000 $13.33 November 21, 2000 February 20, 2002
37,500 $24.00 November 21, 2000 February 20, 2002
75,000 $24.00 November 21, 2001 February 20, 2002
37,500 $26.5625 November 21, 2001 February 20, 2002
Except as set forth in this Paragraph 4E, the terms of the Option
Agreements shall be null and void and the exercise provisions shall
hereinafter be governed solely by the terms of this Agreement and the
Navigant Consulting, Inc. Long-Term Incentive Plan. For these purposes, the
Company and the Plan Committee shall be deemed to have approved the use of
any of the methods of exercise permitted under the Plan. The foregoing
provisions of
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this Paragraph 4E notwithstanding, (i) if the Company terminates the
Consulting Period, other than for Cause or upon Xxxxx'x death, the options
set forth in the table above shall become immediately exercisable and
remain exercisable through the Expiration Date set forth in the table
above, and (ii) if the Company terminates the Consulting Period for Cause,
any options provided for hereunder shall expire immediately and shall, in
accordance with the terms of the Long-Term Incentive Plan, cease to be
exercisable.
F. The payments made by the Company hereunder shall be in
consideration of the duties described above in Paragraph 3, the release of
all other claims described below in Paragraph 5, and the Protective
Agreement described in Paragraph 7.
X. Xxxxx agrees that he has heretofore been paid for all earned but
unused vacation pay and shall be paid for all salary accrued through
November 20, 1999 in accordance with the Company's payroll policy. Except
as set forth in this Agreement, no other sums (contingent or otherwise)
shall be paid to Xxxxx in respect of his employment, or consulting
relationship, with the Company, and any such sums (whether or not owed) are
hereby expressly waived by Xxxxx, provided, however, that Xxxxx (i) may
elect to continue his health insurance coverage, as mandated by COBRA,
which may continue to the extent required by applicable law (and for which
the Company shall pay all premiums during the term of the COBRA
continuation period); (ii) shall be entitled to receive his account
balance, if any, under the Company's 401(k) Plan in accordance with the
terms of such Plan; (iii) may submit on or before December 31, 1999 any
claims for reasonable expense reimbursements incurred on or before November
20, 1999, which claims, if any, shall be reimbursed in accordance with the
Company's expense reimbursement policy; and (iv) may submit for
reimbursement reasonable expenses for consulting services under this
Agreement and approved in advance by the Company.
5. General Release. As a material inducement to the Company to enter into
this Agreement and in consideration of the payments to be made by the Company to
Xxxxx in Paragraph 4 above, Xxxxx, with full understanding of the contents and
legal effect of this Agreement, and having the right and opportunity to consult
with his counsel, releases and discharges the Company, its parent, divisions,
subsidiaries and affiliates, and its and their respective predecessors,
successors, stockholders, officers, directors, supervisors, managers, employees,
agents, and representatives and each of their respective heirs, executors,
administrators and assigns (collectively, the "COMPANY RELEASED PARTIES") from
any and all claims, actions, causes of action, grievances, suits, charges, or
complaints of any kind or nature whatsoever relating to his employment with, or
the business of, the Company that he ever had or now has, whether fixed or
contingent, liquidated or unliquidated, known or unknown, suspected or
unsuspected, and whether arising in tort, contract, statute, or equity, before
any federal, state, local, or private court, agency, arbitrator, mediator, or
other entity, regardless of the relief or remedy. Without limiting the
generality of the foregoing, it being the intention of the parties to make this
Agreement as broad and as general as the law permits, this Agreement
specifically includes any and all claims arising from any alleged violation by
the Company Released Parties under the Age Discrimination in Employment Act of
1967, as amended; Title VII of the Civil Rights Act of 1964, as amended; the
Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C.
(S) 1981); the
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Rehabilitation Act of 1973, as amended; the Employee Retirement Income Security
Act of 1974, as amended; the Illinois Wage Payment and Collection Act; the
Illinois Human Rights Act, the Chicago Human Rights Ordinance, the Xxxx County
Human Rights Ordinance, and other similar state or local laws; the Americans
with Disabilities Act; the Family and Medical Leave Act; the Equal Pay Act;
Executive Order 11246; Executive Order 11141; and any other statutory claim,
employment or other contract claim or implied contract claim (including, but not
limited to, any claims under the Option Agreements), or common law claim for
wrongful discharge, defamation, or invasion of privacy arising out of or
involving his employment or engagement with the Company, the termination of his
employment or engagement with the Company, or involving any continuing effects
of his employment or engagement with the Company or termination of his
employment or engagement with the Company. Xxxxx further acknowledges that he is
aware that statutes exist that render null and void releases and discharges of
any claims, rights, demands, liabilities, action and causes of action which are
unknown to the releasing or discharging party at the time of execution of the
release and discharge. Xxxxx hereby expressly waives, surrenders and agrees to
forego any protection to which he otherwise would be entitled by virtue of the
existence of any such statute in any jurisdiction including, but not limited to,
the State of Illinois. The foregoing notwithstanding, this Paragraph 5 does not
release the Company Released Parties from any claims Xxxxx may have with respect
to the enforcement of the terms of this Agreement nor does it release the
Company Released Parties from any claims that may arise for events which first
occur following the execution of this Agreement by Xxxxx.
6. Covenant Not to Xxx. Xxxxx, for himself, his heirs, executors,
administrators, successors and assigns covenants and agrees not to bring, file,
charge, claim, xxx or cause, assist, or permit to be brought, filed, charged or
claimed any action, cause of action, or proceeding based upon any of the claims
released under Paragraph 5 hereof, and further covenants and agrees that this
Agreement is, will constitute and may be pleaded as, a bar to any such claim,
action, cause of action or proceeding. If any government agency or court assumes
jurisdiction of any charge, complaint, or cause of action released by this
Agreement, Xxxxx will not seek and will not accept any personal equitable or
monetary relief in connection with such investigation, civil action, suit or
legal proceeding.
7. Protective Agreement. Xxxxx acknowledges and agrees that solely by
virtue of his employment by, and relationship with, the Company, he has acquired
"Confidential Information", as defined below, as well as special knowledge of
the Company's relationships with its clients, and that, but for his association
with the Company, Xxxxx will not have had access to said Confidential
Information or knowledge of said relationships. In return for the consideration
described in this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Xxxxx hereby
represents, warrants, and covenants as follows:
X. Xxxxx has executed and delivered this Agreement as his free and
voluntary act, after having determined that the provisions contained herein
are of a material benefit to him, and that the duties and obligations
imposed on him hereunder are fair and reasonable.
X. Xxxxx has read and fully understands the terms and conditions set
forth herein, and has had time to reflect on and consider the benefits and
consequences of
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entering into this Agreement. Xxxxx further understands that for purposes
of this Paragraph 7, Company refers to Navigant Consulting, Inc. and its
subsidiaries, affiliates, and divisions.
X. Xxxxx agrees that he will not, through November 20, 2001, except
on behalf of the Company, anywhere in the United States or in any other
place or venue where the Company or any affiliate, subsidiary or division
thereof now conducts or operates, or may conduct or operate its business,
directly or indirectly, whether as an investor (excluding investments
representing less than one percent (1%) of the common stock of a public
company), lender, owner, stockholder, officer, director, consultant,
employee, agent, salesperson or in any other capacity, whether part-time or
full-time, become associated with or engaged by a client or prospective
client (as hereinafter defined) of the Company and Xxxxx shall take
reasonable efforts to ascertain with the Company who falls within such
categories.
X. Xxxxx agrees that, through November 20, 2001, he will not, except
on behalf of the Company, anywhere in the United States or in any other
place or venue where the Company or any affiliate, subsidiary or division
thereof now conducts or operates, or may conduct or operate its business:
(1) directly or indirectly, contact, solicit or direct any
person, firm, corporation, association, or other entity to contact or
solicit, any of the Company's clients or prospective clients (as
hereinafter defined) for the purpose of providing any consulting
services that are the same as or similar to the consulting services
provided by the Company to its clients during the term hereof. In
addition, Xxxxx will not disclose the identity of any such clients or
prospective clients, or any part thereof, to any person, firm,
corporation, association, or other entity for any reason or purpose
whatsoever; or
(2) solicit or accept if offered to him, with or without
solicitation, on his own behalf or on behalf of any other person, the
services of any person who is a current employee of the Company (or
was an employee of the Company during the year preceding such
solicitation), nor solicit any of the Company's current employees (or
any individual who was an employee of the Company during the year
preceding such solicitation) to terminate employment with the Company,
nor agree to hire any current employee of the Company into employment
with himself or any company, individual or other entity; or
(3) act as a consultant, advisor, officer, manager, agent,
director, partner, independent contractor, owner, or employee for or
on behalf of any of the Company's clients or prospective clients (as
hereinafter defined), with respect to or in any way with regard to any
aspect of the Company's business and/or any other business activities
in which the Company engages during the term hereof.
X. Xxxxx acknowledges and agrees that the scope described above is
necessary and reasonable in order to protect the Company in the conduct of
its business and that, if Xxxxx becomes employed by, or engaged by, another
entity, he shall be required to disclose
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the existence of this Paragraph 7 to such entity and Xxxxx hereby consents
to and the Company is hereby given permission to disclose the existence of
this Paragraph 7 to such entity.
F. For purposes of this Paragraph 7, "client" shall be defined as
any person, firm, corporation, association, or entity that engaged the
Company or is or was doing business with the Company or Xxxxx within the
twelve (12) month period immediately preceding termination of Xxxxx'x
employment with the Company, or during the Consulting Period. For purposes
of this Paragraph 7, "prospective client" shall be defined as any person,
firm, corporation, association, or entity for which the Company or Xxxxx
(whether directly or indirectly) presented a written proposal for
consulting services within the twelve (12) month period immediately
preceding termination of Xxxxx'x employment with the Company, or during the
Consulting Period, for the purpose of having such persons, firms,
corporations, associations, or entities become a client of the Company.
X. Xxxxx agrees that during his engagement and thereafter Xxxxx will
not, for any reason whatsoever, use for himself or disclose to any person
not employed by the Company any "Confidential Information" of the Company
acquired by Xxxxx during his relationship with the Company. Xxxxx further
agrees to use Confidential Information solely for the purpose of performing
duties with the Company and further agrees not to use Confidential
Information for his own private use or commercial purposes or in any way
detrimental to the Company. Xxxxx agrees that "Confidential Information"
includes but is not limited to: (i) any non-public financial, engineering,
business, planning, operations, services, potential services, products,
potential products, technical information and/or know-how, organization
charts, formulas, business plans, production, purchasing, marketing,
pricing, sales, profit, personnel, client, broker, supplier, or other lists
or information of the Company; (ii) any non-public papers, data, records,
processes, methods, techniques, systems, models, samples, devices,
equipment, compilations, invoices, client lists, or documents of the
Company; (iii) any confidential information or trade secrets of any third
party provided to the Company in confidence or subject to other use or
disclosure restrictions or limitations; and (iv) any other non-public
information, written, oral, or electronic, whether existing now or at some
time in the future, and whether pertaining to current or future
developments, which pertains to the Company's affairs or interests or with
whom or how the Company does business. The Company acknowledges and agrees
that Confidential Information does not include (a) information properly in
the public domain, or (b) information in Xxxxx'x possession prior to the
date of his original employment with the Company.
X. Xxxxx acknowledges and agrees that all client lists, supplier
lists, and client and supplier information, including, without limitation,
addresses and telephone numbers, are and shall remain the exclusive
property of the Company, regardless of whether such information was
developed, purchased, acquired, or otherwise obtained by the Company or
Xxxxx. Xxxxx agrees to furnish to the Company on demand his complete list
of the correct names and places of business and telephone numbers of all of
its clients served by him,
7
including all copies thereof wherever located. Xxxxx also agrees to return
immediately to the Company all records, notes, computer printouts, computer
programs, computer software, price lists, microfilm, or any other documents
related to the Company's business, including originals and copies thereof.
I. It is agreed that any breach or anticipated or threatened breach
of any of Xxxxx'x covenants contained in this Paragraph 7 will result in
irreparable harm and continuing damages to the Company and its business and
that the Company's remedy at law for any such breach or anticipated or
threatened breach will be inadequate and, accordingly, in addition to any
and all other remedies that may be available to the Company at law or in
equity in such event, any court of competent jurisdiction may issue a
decree of specific performance or issue a temporary and permanent
injunction, without the necessity of the Company posting bond or furnishing
other security and without proving special damages or irreparable injury,
enjoining and restricting the breach, or threatened breach, of any such
covenant, including, but not limited to, any injunction restraining Xxxxx
from disclosing, in whole or part, any Confidential Information. Xxxxx
acknowledges the truthfulness of all factual statements in this Agreement
and agrees that he is estopped from and will not make any factual statement
in any proceeding that is contrary to this Agreement or any part thereof.
8. Severability. If any provision of this Agreement shall be found by a
court to be invalid or unenforceable, in whole or in part, then such provision
shall be construed and/or modified or restricted to the extent and in the manner
necessary to render the same valid and enforceable, or shall be deemed excised
from this Agreement, as the case may require, and this Agreement shall be
construed and enforced to the maximum extent permitted by law, as if such
provision had been originally incorporated herein as so modified or restricted,
or as if such provision had not been originally incorporated herein, as the case
may be. The parties further agree to seek a lawful substitute for any provision
found to be unlawful; provided, that, if the parties are unable to agree upon a
lawful substitute, the parties desire and request that a court or other
authority called upon to decide the enforceability of this Agreement modify the
Agreement so that, once modified, the Agreement will be enforceable to the
maximum extent permitted by the law in existence at the time of the requested
enforcement.
9. Waiver. A waiver by either party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver or
estoppel of any subsequent breach. No waiver shall be valid unless in writing
and signed by an authorized officer of the Company (if a Company waiver) or by
Xxxxx (if a Xxxxx waiver).
10. Miscellaneous Provisions and Representations.
A. Both parties agree they will keep the terms, contents, and
amounts set forth in this Agreement completely confidential and, other than
as required by statute, regulation, a court of competent jurisdiction, or
the rules of any governmental agency, will not disclose any information
concerning this Agreement's terms and amounts to any person other than
8
each party's attorney, accountants, tax advisors, or (if disclosed by
Xxxxx) Xxxxx'x immediate family.
X. Xxxxx represents and certifies that he has carefully read and
fully understands all of the provisions and effects of this Agreement, has
knowingly and voluntarily entered into this Agreement freely and without
coercion, and acknowledges that on November 19, 1999, the Company advised
him to consult with an attorney prior to executing this Agreement. Xxxxx is
voluntarily entering into this Agreement and neither the Company nor its
agents, representatives, or attorneys made any representations concerning
the terms or effects of this Agreement other than those contained in the
Agreement itself.
C. Nothing in this Agreement impacts Xxxxx'x right, if any, to
indemnification as may be provided for under the Company's By-Laws. The
Company further agrees that nothing in this Agreement shall be deemed to
impair any rights to indemnification that Xxxxx may have relating to, or
arising out of, his employment with the Company and its subsidiaries or
affiliates, or his service as a director of the Company and its
subsidiaries or affiliates, or any of its or their predecessors.
11. Complete Agreement. This Agreement sets forth the entire agreement
between the parties, and fully supersedes any and all prior agreements or
understandings between the parties pertaining to the subject matter of this
Agreement.
12. Amendment. This Agreement may not be altered, amended, or modified
except in writing signed by both Xxxxx and the Company.
13. Future Cooperation. During the Consulting Period, in connection with
any and all claims, disputes, negotiations, investigations, lawsuits,
administrative proceedings or other requests by the Company for information
about past transactions or other matters as to which Xxxxx may be familiar,
Xxxxx agrees to make himself available, upon reasonable notice from the Company,
to provide information or documents, provide declarations or statements to the
Company, meet with attorneys or other representatives of the Company, prepare
for and give depositions or testimony, and/or otherwise cooperate in the
investigation, defense or prosecution of any or all such matters. In addition,
unless required to do so under applicable law, Xxxxx shall not provide
information or otherwise assist any person or entity in asserting or threatening
to assert any claim against any of the Company Released Parties.
14. Joint Participation. The parties hereto participated jointly in the
negotiation and preparation of this Agreement, and each party has had the
opportunity to obtain the advice of legal counsel and to review and comment upon
the Agreement. Accordingly, it is agreed that no rule of construction shall
apply against any party or in favor of any party. This Agreement shall be
construed as if the parties jointly prepared this Agreement, and any uncertainty
or ambiguity shall not be interpreted against one party and in favor of the
other.
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15. Headings. The headings in this Agreement are inserted for convenience
only and are not to be considered a construction of the provisions hereof.
16. Execution of Agreement. This Agreement may be executed in several
counterparts, each of which shall be considered an original, but which when
taken together, shall constitute one Agreement.
17. Board Approval. This Agreement shall be subject to the approval of the
Board within five (5) days of its execution.
18. Notices. Any notice to be given hereunder shall be in writing and
shall be deemed given when mailed by certified mail, return receipt requested,
addressed as follows to:
Xxxxx: Xxxxxx X. Xxxxx
33 East Bellevue
Xxxxxxx, Xxxxxxxx 00000
with a copy to: Xxxxxx X. Xxxxxxxxx
Jenner & Block
Xxx XXX Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Company: Navigant Consulting, Inc.
000 X. Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Board of Directors
with a copy to: Xxxxxxx X. London
Xxxxxxxx & Xxxxxx, Ltd.
00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
19. Arbitration. Any controversy or claim arising out of or relating to
the termination of the Consulting Period shall be resolved by arbitration in
accordance with the National Rules for the Resolution of Employment Disputes
("Rules") of the American Arbitration Association through a single arbitrator
selected in accordance with the Rules. The decision of the arbitrator shall be
rendered within thirty (30) days of the close of the arbitration hearing and
shall include written findings of fact and conclusions of law reflecting the
appropriate substantive law. Judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof in the State of
Illinois. In reaching his or her decision, the arbitrator shall have no
authority (a) to authorize or require the parties to engage in discovery
(provided, however, that the arbitrator may schedule the time by which the
parties must exchange copies of the exhibits that, and the names of the
witnesses whom, the parties intend to present at the hearing), (b) to interpret
or enforce Paragraph 7 of the Agreement (for which Paragraph 21 shall provide
the exclusive venue), (c) to change or modify any provision of this Agreement,
(d) to
10
base any part of his or her decision on the common law principle of constructive
termination, or (e) to award punitive damages or any other damages not measured
by the prevailing party's actual damages and may not make any ruling, finding or
award that does not conform to this Agreement. Each party shall bear one-half
(1/2) of the costs of the arbitrator.
20. Recitals. The recitals to this Agreement are an integral part hereof
and shall be considered as substantive and not precatory language.
Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Illinois, and, subject to Paragraph
19, any court action commenced to enforce this Release shall have as its sole
and exclusive venue the County of Xxxx, Illinois.
PLEASE READ THIS AGREEMENT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS
BEFORE SIGNING IT. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION IN
EMPLOYMENT.
IN WITNESS WHEREOF, the parties have set their signatures on the date
first written above.
NAVIGANT CONSULTING, INC. XXXXXX X. XXXXX
By:__________________________________ ____________________________________
Its:_________________________________
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