SENIOR MANAGEMENT AGREEMENT BY AND BETWEEN HURON CONSULTING GROUP LLC AND SUSAN GALLAGHER
EXHIBIT
10.37
BY
AND BETWEEN
HURON
CONSULTING GROUP LLC
AND
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
TABLE OF CONTENTS
|
Page
|
||
|
1.
|
EMPLOYMENT
|
1
|
|
2.
|
COMPENSATION
AND BENEFITS
|
3
|
|
3.
|
OPTIONS
ON COMMON INTERESTS
|
4
|
|
4.
|
ACCELERATED
VESTING
|
4
|
|
5.
|
FRINGE
BENEFITS AND EXPENSES
|
5
|
|
6.
|
COMPENSATION
AFTER TERMINATION
|
6
|
|
7.
|
RESTRICTIVE
COVENANTS
|
6
|
|
8.
|
EFFECT
ON TERMINATION
|
8
|
|
9.
|
REMEDIES
|
9
|
|
10.
|
MISCELLANEOUS
|
9
|
|
FORM OF GENERAL RELEASE
|
APPENDIX
A
|
|
i
SENIOR
MANAGEMENT AGREEMENT
(the
“Agreement”),
effective as of May 15, 2002 (the “Effective
Date”),
by
and between Huron Consulting Group LLC, a Delaware limited liability company
(the “Company”),
and
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (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 Director 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 President (the
“President”)
shall
from time to time direct. Executive shall perform the duties and carry out
the
responsibilities assigned to her, to the best of her ability, in a trustworthy
and businesslike manner for the purpose of advancing the business of the
Company. Executive acknowledges that her duties and responsibilities hereunder
will require her full business time and effort and agrees that, during the
Employment Period, she will not engage in any other business activity or have
any business pursuits or interests which materially interfere or conflict with
the performance of her duties hereunder. Executive shall engage in travel as
reasonably required in the performance of Executive’s duties.
1.2 Employment
Period.
The
employment of Executive under this Agreement shall begin on the Effective Date
and shall continue through the third anniversary of the Effective Date (the
“Initial
Period”).
Commencing on the third anniversary of the Effective Date and on each
anniversary thereafter, the employment of Executive under this Agreement shall
automatically renew and extend for an additional year, unless one of the parties
shall deliver to the other sixty (60) days’ advance written notice of the
cessation of such automatic renewal. “Employment
Period”
shall
mean the Initial Period and any automatic extensions of Executive’s employment
under this Agreement. Notwithstanding anything to the contrary contained herein,
the Employment Period is subject to termination 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 upon written notice to
Executive as described in (i) and (ii) below. Such termination shall be
effective upon the date of service of such notice pursuant to Section
10.6.
(i) Prior
to
the third (3rd) anniversary of the Effective Date, the Company may terminate
Executive’s employment only: (i) due to the Permanent Disability of Executive or
(ii) for Cause.
(ii) On
and
after the third (3rd) anniversary of the Effective Date, the Company may
terminate Executive’s employment: (i) due to the Permanent Disability of
Executive, (ii) for Cause, or (iii) without Cause for any or no
reason.
(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 President:
(i) the
failure of Executive to perform her 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;
(ii) commission
by Executive of an act or omission constituting (x) a felony, (y) dishonesty
with respect to the Company or (z) fraud;
(iii) commission
by Executive of an act or omission that (x) could adversely and materially
affect the Company’s business or reputation, or (y) involves moral
turpitude;
(iv) 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 (v) 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 by the Company to Executive; or
(v) any
breach, non-performance or non-observance of Sections
7.3, 7.4
or
7.5,
of this
Agreement.
(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.
2
1.5 Termination
by Executive.
Executive shall give sixty (60) days’ prior written notice to the Company prior
to the effectiveness of any resignation of her employment with the Company.
If
Executive’s resignation is effective within the ninety (90) days immediately
following the Company’s written notice to Executive that her primary location of
employment with the Company will change to a location that is more than
seventy-five (75) miles from Executive’s primary location of employment with the
Company as of the Effective Date, then Executive’s resignation shall be deemed
for “Good
Reason.”
2. Compensation
and Benefits.
2.1 Base
Salary.
As
consideration for the services of Executive hereunder, during the Employment
Period the Company shall pay Executive an annual base salary of $300,000 (the
“Base
Salary”),
payable in accordance with the Company’s customary payroll practices as in
effect from time to time. The President shall perform an annual review of
Executive’s compensation based on Executive’s performance of her 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) Annual
Bonus.
(i) During
the Employment Period, Executive shall be eligible for an annual bonus in an
amount determined by the President based on Executive’s performance of her
duties and the Company’s other compensation policies (the “Annual
Bonus”).
For
the three year period commencing on the Effective Date through the third
anniversary thereof, the target for the Executive’s Annual Bonus shall be one
hundred and fifty thousand dollars ($150,000) (the “Target
Amount”)
per
year. 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
of
an installment payment of a bonus described in 2.2(a)(ii), (iii) or (iv) or,
for
other Annual Bonuses, the date such Annual Bonus is generally paid to executives
of the Company; provided, however, that if Executive is not employed by the
Company as of the date of payment of the last installment bonus pursuant to
Section 2(a)(iv) due to the Company’s decision not to renew the Employment
Period beyond the Initial Period, then Executive shall receive such last
installment bonus payment when it is generally paid to other members of senior
management.
(ii) 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 in four equal quarterly installments commencing on or about July 31,
2002.
(iii) For
the
twelve (12) month period commencing on the first anniversary of the Effective
Date, Executive shall be entitled to an Annual Bonus
3
not
less
than fifty percent (50%) of the Target Amount, which shall be paid in four
equal
quarterly installments commencing on or about July 31, 2003.
(iv) For
the
twelve (12) month period commencing on the second anniversary of the Effective
Date, Executive shall be entitled to an Annual Bonus not less than twenty-five
percent (25%) of the Target Amount, which shall be paid in four equal quarterly
installments commencing on or about July 31, 2004.
(b) Performance
Bonus.
For
each calendar year in which the Company’s EBITDA margin is greater than
twenty-five percent (25%) as determined by the Company’s Board of Directors (the
“Board”)
with
reference to the Company’s audited financial statements, Executive shall be
eligible for a special performance bonus (the “Performance
Bonus”)
in
addition to the Annual Bonus, which would be in an amount determined by the
President with approval by the Board, provided that Executive is employed by
the
Company as of the date such Performance Bonus is generally paid to executives
of
the Company.
3. Options
on Common Interests.
3.1 Within
90
days of the Effective Date, Executive shall be granted options (the
“Options”)
with
respect to thirty thousand (30,000) common membership interests (the
“Interests”)
in the
parent company of the Company (the “Parent”),
which
Options shall have an exercise price of one cent ($.01) per option. These
Options shall vest in four equal increments, with one-quarter vesting on the
first anniversary of the Effective Date and one-quarter vesting on each of
the
next three anniversaries of the Effective Date; provided, however, that no
Options shall vest if Executive is not employed by the Company as of such
vesting date. Such Options shall be subject to the terms of the Company’s Equity
Incentive Plan (the “Equity
Plan”)
and
granting agreement, which shall be made effective prior to the grant of the
Options.
3.2 Executive
hereby acknowledges and agrees that the issuance of the Options to Executive
does not affect the right of the Company to terminate Executive’s employment as
provided in this Agreement or otherwise at law.
4. Accelerated
Vesting.
Notwithstanding the foregoing or anything to the contrary contained herein,
vesting of the Options shall accelerate as follows:
4.1 Qualified
Change of Control.
(a) Prior
to
a Qualified Change of Control, the vesting of the Options shall accelerate
so
that no less than fifty percent (50%) of the Options are vested (which, for
the
avoidance of doubt, includes Options that may have already vested as of such
date).
(b) “Qualified
Change of Control”
means
any sale, transfer, issuance or redemption or series of sales, transfers,
issuances or redemptions (or any combination thereof) of membership interests
in
the Parent by the holders thereof or the Parent that results in any person
or
entity or group of affiliated persons or entities (other than the holders of
membership interests in the Parent) (on a fully diluted basis) as of immediately
prior to any such transaction or series of transactions) owning more than 50%
of
the
4
outstanding
common membership interests of the Parent so long as such transaction or series
of transactions is designated as a Qualified Change of Control by the Parent
Board.
4.2 Qualified
Public Offering.
(a) Prior
to
a Qualified Public Offering, the vesting of the Options shall fully accelerate
so that all the Options are vested.
(b) “Qualified
Public Offering”
means
the closing of a public offering pursuant to a registration statement declared
effective under the Securities Act of 1933, as amended, covering the offer
and
sale of class A and class B common limited liability company membership
interests of the Parent that is designated as a Qualified Public Offering by
the
Parent Board.
4.3 Upon
termination of Executive’s employment, any Interests then-owned by Executive due
to the exercise of Options shall be subject to repurchase by the Company. If
such termination is (i) by the Company without Cause, (ii) a resignation by
Executive for Good Reason, (iii) due to Permanent Disability, or (iv) due to
death, such repurchase shall be at the fair market value of the Interests on
the
date of termination of Executive’s employment with the Company under the terms
of the Equity Plan (“Fair
Market Value”).
If
Executive (i) is terminated by the Company for Cause, (ii) resigns not for
Good
Reason, or (iii) is in breach of the covenants in Section 7, such repurchase
shall be at the lesser of Fair Market Value or the amount paid by the Executive
for the Interests.
5. Fringe
Benefits and Expenses.
5.1 During
the Employment Period, Executive shall be eligible to participate in the various
health and welfare benefit plans maintained by the Company for its key
management employees from time to time.
5.2 During
the Employment Period, the Company shall provide Executive with twenty (20)
vacation days per calendar year, and, for periods which are less than a full
calendar year, with vacation days for such period equal to the product of the
number of vacation days stated in this paragraph for a calendar year, multiplied
by a fraction with a numerator equal to the number of days in such period
Executive is employed by the Company and a denominator equal to three hundred
sixty-five (365), with any partial days rounded to the nearest whole number.
Such vacation days for a calendar year or such other period shall accrue to
Executive on a monthly basis, at the rate of one-twelfth (1/12th) of the number
of vacation days for such period per full month of employment with the Company,
rounded to the nearest whole number. Unused vacation days for one calendar
year
may be carried over through the first ninety (90) days of the immediately
subsequent calendar year.
5.3 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 her 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
6. Compensation
After Termination.
6.1 If
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).
6.2 If
Executive is terminated by the Company without Cause, which may only happen
after the third anniversary of the Effective Date, or if Executive resigns
for
Good Reason, Executive shall be entitled to receive: (i) as severance pay,
an
amount equal to the Base Salary that would otherwise have been payable if
Executive continued her employment hereunder for six (6) months (such six
(6)-month period, the “Severance
Period”),
payable in accordance with the Company’s policies that would otherwise apply to
the payment of the Base Salary, and (ii) continuation of medical benefits during
the Severance Period upon the same terms as exist immediately prior to the
termination of employment. The Company shall, except as required by law, 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). Notwithstanding the
foregoing, amounts payable under this Section 6.2 shall be reduced by the amount
of compensation earned, received or receivable by Executive relating to
Executive’s employment with, or other provision of services to, third parties
during the Severance Period, (such compensation “Subsequent
Pay”)
and
Executive shall use all reasonable efforts to obtain such employment or
engagement for services as soon as possible after the date of termination
hereunder. Executive shall notify the Company of the existence of Subsequent
Pay
as soon as possible after Executive has knowledge of such Subsequent
Pay.
6.3 If
Executive is terminated due to Executive’s Permanent Disability or if Executive
dies during the Employment Period, then (i) Executive or Executive’s estate, as
the case may be, shall be entitled to receive as severance pay an amount equal
to the Base Salary for three (3) months which amount shall be payable in
accordance with the Company’s policies that would otherwise apply to the payment
of the Base Salary, and (ii) Executive and/or her eligible dependents shall
receive continuation of medical benefits upon the same terms as exist
immediately prior to the termination of employment 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).
7. Restrictive
Covenants.
7.1 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:
6
(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
7, 8
and
9
are
essential to protect the Company and the 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.
7.2 Confidential
Information.
As used
in this Section
7,
“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 her control.
7.3 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.
7.4 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.
7
Accordingly,
and in consideration of the Company’s employment of Executive and the various
benefits and payments provided in conjunction therewith, Executive agrees that
for a period of twelve (12) months following termination of employment with
the
Company that is not mutually agreed in writing by Executive and 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.
7.5 Non-Interference
with Relationships.
Executive shall not directly or indirectly solicit, induce or encourage (i)
any
executive or employee of the Company, or (ii) any customer, client, supplier,
lender, professional advisor or other business relation of the Company to leave,
alter or cease her or her relationship with the Company, for any reason
whatsoever, for twelve (12) months after Executive’s termination, for any
reason, of employment with the Company. 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 directly or indirectly make disparaging remarks
about the Company.
7.6 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
7.3, 7.4
and
7.5
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.
8. Effect
on Termination.
If, for
any reason, Executive’s employment with the Company shall terminate, then,
notwithstanding such termination, those provisions contained in Sections
4.3, 6, 7, 8, 9
and
10
hereof
shall remain in full force and effect.
8
9. Remedies.
9.1 Non-Exclusive
Remedy for Restrictive Covenants.
Executive acknowledges and agrees that the covenants set forth in Sections
7.3, 7.4,
and
7.5
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 her 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
10.1,
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, effective as
of
January 1, 2001 (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 36 of the
AAA’s
Commercial Arbitration Rules effective as of September 1, 2000 (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. Without limitation of the foregoing, any
controversy or claim arising out of related to the repurchase right in
Section
4.3
shall be
subject to arbitration hereunder.
10. Miscellaneous.
10.1 General
Release.
Executive acknowledges and agrees that Executive’s right to receive severance
pay and other benefits pursuant to Section 6.1 and Section 6.2 of this Agreement
is contingent upon Executive’s compliance with the covenants set forth in
Section 7 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 7 or
if
the Executive fails to execute the Release or revokes the Release during the
seven (7)-day period following her execution of the Release, then the Executive
shall not be entitled to
9
any
severance payments or other benefits to which the
Executive would otherwise be entitled under Sections
6.1
or
6.2.
10.2 Assignment.
Executive may not assign any of her 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.
10.3 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.
10.4 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.
10.5 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.
10.6 Notices.
All
notices, demands or other communications to be given or delivered 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 LLC
c/o
Lake Capital, LLC
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
|
with
copy to:
|
Lake
Capital, LLC
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Facsimile: (▇▇▇)
▇▇▇-▇▇▇▇
|
10
|
To
Executive:
|
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
|
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. Date
of
service of such notice shall be (w) the date such notice is personally
delivered, (x) three days after the date of mailing if sent by certified or
registered mail, (y) one 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.
10.7 Preamble;
Preliminary Recitals.
The
Preliminary Recitals set forth in the Preamble hereto are hereby incorporated
and made part of this Agreement.
10.8 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.
10.9 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.
10.10 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.
10.11 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.
10.12 Amendment
and Waivers.
Any
provisions of the Agreement may be amended or waived only with the prior written
consent of the Company and Executive.
SIGNATURE
PAGE FOLLOWS.
11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates written below.
THE
COMPANY:
HURON
CONSULTING GROUP LLC
By:
/s/ ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇
Its:
Date:
EXECUTIVE
/s/
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
May
13, 2002
Date
12
Exhibit
A
GENERAL
RELEASE OF ALL CLAIMS
1. For
valuable consideration, the adequacy of which is hereby acknowledged, the
undersigned (“Executive”),
for
himself, her 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 LLC (the
“Huron”)
and
the parent company to Huron (“Parent”)
(collectively Huron and Parent being “Company”),
Company’s agents, subsidiaries, parents 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 ▇▇▇ 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 Huron and Executive, dated ______________, as amended from
time to time (the “Senior
Management Agreement”)
(but
excluding claims regarding severance pay and benefits) and any claims under
any
stock option agreements between Executive and Huron or Parent) 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 the Operating Agreement
of
Huron or the Parent 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
any
complaint, charge, or lawsuit against the
Releasees with any government agency or any court.
3. Executive
agrees never to ▇▇▇ 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
she 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 10.7 of the Employment 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 |