EMPLOYMENT AGREEMENT
Exhibit 10.14
Execution Copy
This Employment Agreement (“Agreement”) by and between Nuveen Investments, Inc., a Delaware corporation (the “Company”), and Xxxxx X. Xxxxxxx (the “Executive”) dated as of the 1st day of January, 2008 (the “Effective Date”) (as conformed through the First Amendment, effective September 30, 2012).
The Company has determined that, because of the unique nature of the Executive’s services to the Company, it is in its best interests and those of its shareholders to assure that the Company will have the continued dedication of the Executive, and to provide the Company with the continuity of management the Company considers crucial to ensuring the Company’s continued success. Therefore, in order to accomplish these objectives, the Company desires to enter into this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
(b) Compensation.
of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.
(e) Date of Termination. “Date of Termination” means (i) if the Executive’s employment is terminated by the Company, or if the Executive resigns, the effective date thereof stated in the Notice of Termination or Notice of Non-Renewal, and (ii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.
4. Obligations of the Company upon Termination.
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
A. the sum of (1) the Executive’s Annual Base Salary through the Date of Termination and the Executive’s Annual Bonus for the prior fiscal year to the extent not theretofore paid, and (2) the product of (x) the Executive’s Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a fraction, the numerator of which is the number of days in the then-current fiscal year that had elapses up to and including the Date of Termination, and the denominator of which is 365 (the sum of such amounts, the “Accrued Obligations”); and
B. in lieu of any other severance that may be payable under any other Company benefit plan or policy, the Executive’s Enhanced Severance Amount shown on Exhibit A;
(ii) the Company shall pay or provide any accrued benefits and shall continue, for one year after the Executive’s Date of Termination, welfare benefits to the Executive and/or the Executive’s family on terms and conditions substantially equivalent to those provided to other senior executives of the Company and their families at such time; and
(iii) any unvested Deferred Units, Class B Units, stock options restricted stock and restricted share units or other equity interests in the Company or is subsidiaries held by Executive or a permitted transferee (whether granted under this Agreement or otherwise) shall vest in accordance with the terms of the Agreement or plan pursuant to which such interests were issued or granted.
5. Covenants.
(a) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its subsidiaries, and their respective businesses, which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). The Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process (provided the Company has been given notice of and opportunity to challenge or limit the scope of disclosure purportedly so required), communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it, except as reasonably necessary in connection with enforcement of the Executive’s right under this Agreement or his defense of any civil or criminal investigation or proceeding.
(b) While employed by the Company or any of its subsidiaries and for twelve months after the Executive’s termination of employment (the “Restricted Period”), the Executive will not, directly or indirectly, (i) solicit, hire or engage any individual for employment by any person or entity other than the Company or its subsidiaries or hire any person employed by the Company or its subsidiaries if such person was employed by the Company or its subsidiaries within 12 months of such hire or engagement (provided, however, that the employment of any such person as a result of a response to a general solicitation or advertisement shall not constitute a violation of this clause), or (ii) solicit any client or customer of the Company or its subsidiaries as of the Executive’s Date of Termination for any investment product or service competitive with the products and services of the Company or its subsidiaries.
(c) During the Restricted Period, Executive agrees not to make any public statement that is intended to or could reasonably be expected to disparage the Company or its subsidiaries or any of their products, services, shareholders, directors, officers or employees. During the Restricted Period, the Company agrees that it shall not make a public statement that is intended to or could reasonably be expected to disparage Executive.
(d) The results and proceeds of Executive’s services to the Company hereunder, including, without limitation, any works of authorship related to the Company resulting from Executive’s services during Executive’s employment with the Company and/or any of its Affiliates and any works in progress, shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-for-hire and/or there are any rights which do not accrue to the Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to Executive whatsoever. Executive shall, from time to time, as may be requested by the Company and at the Company’s sole expense, do any and all things which the Company may deem useful or desirable to establish or document the Company’s exclusive ownership of any an all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any rights in the results and proceeds of Executive’s services to the Company that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such rights. This Section 5(d) is subject to, and shall not be deemed to limit, restrict or constitute any waiver by the Company of any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company or any of its Affiliates being Executive’s employer.
(e) All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or any of its Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive will be the sole and exclusive property of the Company. Executive agrees to safeguard all Documents and to surrender to the Company, at the time Executive’s employment terminates or at such earlier time or times as the Board or its designee may specify, all Documents then in Executive’s possession or control.
(f) Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliates, that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force and that, as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages would be an insufficient remedy for the Company and equitable enforcement of the covenant would be proper. Executive therefore agrees that the Company, in addition to any other remedies available to it, will be entitled to preliminary and permanent injunctive relief against any breach by Executive of any of those covenants, without the necessity of showing actual monetary damages or the posting of a bond or other security.
(g) Executive agrees to cooperate, in a reasonable and appropriate manner, with the Company and its attorneys, both during and after the termination of Executive’s employment, in connection with any litigation or other proceeding
arising out of or relating to matters in which Executive was involved prior to the termination of Executive’s employment to the extent the Company pays all Company-approved expenses Executive incurs in connection with such cooperation and to the extent such cooperation does not unduly interfere (as determined by Executive in good faith) with Executive’s personal or professional schedule.
(h) The provisions of this Section 5 shall remain in full force and effect until the expiration of the period specified herein notwithstanding the earlier termination of the Executive’s employment hereunder.
6. Successors.
(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
(b) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The parties hereto irrevocably agree to submit to the jurisdiction and venue of the courts of the State of Delaware, in any action or proceeding brought with respect to or in connection with this Agreement. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(b) The term “subsidiary” or “subsidiaries” as used in this Agreement shall refer to any and all direct and/or indirect subsidiaries of the Company.
(c) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive:
At the most recent address on
file for the Executive at the
Company.
If to the Company:
Nuveen Investments, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
With a copy to the Company’s General Counsel at the same address or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.
(d) AS SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
(e) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(f) The Company may withhold from any amounts payable under this Agreement such Federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.
(g) The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.
(h) From and after the Effective Date, this Agreement shall supersede any other employment, severance or change of control agreement between the Executive and the Company or any of its subsidiaries.
|
Xxxxx X. Xxxxxxx |
|
|
|
/s/ Xxxxx X. Xxxxxxx |
|
Executive |
|
|
|
|
|
NUVEEN INVESTMENTS, INC. |
|
|
|
By: |
|
|
|
/s/ [Authorized Officer] |
|
Title: |
Exhibit A
Executive: Xxxxx X. Xxxxxxx
Positions: Executive Vice President, Chief Operating Officer, Chief Administrative Officer and Principal Financial Officer of the Company; member of the Office of the Chairman and the Executive Committee
Reporting relationship: To the Chief Executive Officer
Location: 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx
Annual base salary: $550,000 (effective January 1, 2008)
Minimum 2012 Annual Bonus: $1,480,000
Minimum 2013-2015 Annual Bonus: $1,665,000 per year
Enhanced Severance Amount: the greater of (i) $3,000,000 or (ii) 1.25 multiplied by the sum of the Executive’s current Annual Base Salary and annual Variable Compensation attributable to the calendar year preceding the year in which the Date of Termination occurs. ‘Variable Compensation’ is equal to the sum of the Executive’s Annual Bonus for such year, any retention payments (other than ‘equity’ retention) provided to the Executive relating to such year and any Deferred Mutual Fund awards relating to such year.