| 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.
|
| 1.3 |
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.”
|
| 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
|
| 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.
|
| 5.1 |
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
|
|
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.
|
| 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
|
|
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.
|
| (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.
|
| 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
|
|
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.
|
| 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.
|
| 10.1 |
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
|
|
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
|
|
the
recipient with a confirmation copy to follow the next day to be
delivered
by overnight carrier. Such notices, demands and other communications
shall
be sent to the addresses indicated
below:
|
| To the Company: | Huron Consulting Group Inc. |
| 550 West Van Buren Street | |
| Chicago, IL 60607 | |
| Attention: Natalia Delgado | |
| Facsimile: (312) 583-8701 |
| To Executive: | Stanley Logan |
| 747 N. Wabash Ave. | |
| Apt. 801 | |
| Chicago, IL 60611 |
| 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.
|
|
THE
COMPANY:
HURON
CONSULTING GROUP INC.
By: /s/
Gary Holdren
Its:
CEO
Date: April
5, 2006
|
|
|
Stanley
Logan
/s/ Stanley N.
Logan
Stanley N.
Logan
(print
name)
April 5,
2006
Date
|
| [Name of Executive] | ||||
| Date: | ||||
| Executive |