Exhibit 10.15
AMENDED AND
RESTATED
SENIOR MANAGEMENT
AGREEMENT
BY AND BETWEEN
HURON CONSULTING GROUP
INC.
AND
GARY L. BURGE
AMENDED AND RESTATED SENIOR
MANAGEMENT AGREEMENT
AMENDED AND
RESTATED SENIOR MANAGEMENT AGREEMENT (the “ Agreement
”), effective as of January 1 st , 2009 (the “
Effective Date ”), by and between Huron Consulting
Group Inc., a Delaware corporation ( “Huron” ),
and Gary L. Burge (“ Executive ”).
PRELIMINARY
RECITALS
A. WHEREAS, Huron and its affiliates
are engaged in the business of providing diversified business
consulting services (the “ Business ”). For
purposes of this Agreement (except where the context contemplates
otherwise), the term the “ Company ” shall
include Huron, its subsidiaries and assignees and any successors in
interest of the Company and its subsidiaries; and
B. WHEREAS, Huron Consulting
Services LLC (formerly known as Huron Consulting Group LLC (
“Consulting” )) and the Executive previously
entered into a Senior Management Agreement effective as of
November 25th, 2002, as amended by a First Amendment to Senior
Management Agreement effective as of the closing of the
Company’s initial public offering (collectively, such Senior
Management Agreement and First Amendment are referred to as the
“ Prior Agreement ”); and
C. WHEREAS, the Prior Agreement was
amended effective as of December 31, 2008 to reflect changes
required by section 409A of the Internal Revenue Code of 1986, as
amended (the “Code” );
D. WHEREAS, the Company currently
employs the Executive and desires to continue to employ the
Executive from and after the Effective Date, and the Executive
desires to continue to be so employed by the Company, as set forth
herein, and the parties desire to amend and restate the Prior
Agreement, as amended, as set forth below, which amendment and
restatement is intended to incorporate all prior amendments into
one document and to make other technical and conforming
changes.
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 continue to employ the Executive, and the
Executive agrees to accept such continuing employment with the
Company, as Vice President, Chief Financial Officer and Treasurer
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, as Huron’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
employment of Executive under this Agreement shall continue from
and after the Effective Date and shall continue through the first
anniversary of the Effective Date (the “Initial
Period”). Commencing on the first 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 the Executive’s employment under
this Agreement. Notwithstanding anything to the contrary contained
herein, the Employment Period is subject to termination prior to
the date of expiration thereof pursuant to Sections 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 Section 10.5. Such termination shall
be effective upon the date notice of such termination is given
pursuant to Section 10.5, 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-adversely and materially affect the
Company’s business or reputation, or (y) involves moral
turpitude;
(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, or
6.5 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.
1.5 Termination
by Executive . Except as otherwise provided herein, Executive
shall give sixty (60) days’ notice to the Company prior
to the effectiveness of any resignation of Executive’s
employment with the Company. Executive’s resignation shall be
a resignation for “Good Reason” if: (1) an event
or condition occurs that constitutes any of (a) through
(d) below; (2) Executive provides the Company with
written notice pursuant to Section 10.6 that he intends
to resign for Good Reason and such written notice includes
(A) a designation of at least one of (a) through (d),
below (the “ Designated Section ”) and
(B) specifically describes the events or conditions Executive
is relying upon to satisfy the requirements of the Designated
Section(s); (3) as of the thirtieth (30
th
) day following
the Company’s receipt of such written notice from Executive
such events or conditions have not been corrected in all material
respects; and (4) Executive’s resignation is effective
within sixty (60) days after the occurrence of the first event
or condition upon which Executive relies upon to satisfy any of the
Designated Section(s). For purposes of this Agreement,
“Good Reason” shall mean the occurrence of any
of the following without the express written consent of
Executive:
(a) A material adverse breach by the
Company of a material term of this Agreement;
(b) A material adverse change in
Executive’s position, duties, reporting relationship,
authority, or responsibilities with respect to Executive’s
employment as it relates to the Company as contemplated by this
Agreement;
(c) Assignment of duties to
Executive that are materially inconsistent with Executive’s
position and responsibilities as such relate to the Company
described in this Agreement; or
(d) If the Company gives notice to
Executive that, during the Employment Period, Executive’s
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
in Chicago, Illinois.
2. Compensation and Benefits
.
2.1 Base Salary . As
consideration for the services of Executive hereunder, the Company
shall pay Executive an annual base salary (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 .
Executive shall be eligible for an annual bonus in an amount
determined by the Compensation Committee of Huron’s Board of
Directors (the “Compensation Committee”) based on
Executive’s performance of Executive’s duties and the
Company’s other compensation policies (the “ Annual
Bonus ”). The actual Annual Bonus paid will be based on
Company and Executive performance. 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.
3. Equity Awards . Executive
shall generally be eligible to participate in Huron’s equity
plans from time to time, with the amount of any equity awards, and
the terms and conditions under which they are granted, being in the
sole discretion of the Compensation Committee based on
Executive’s performance of Executive’s duties and the
Company’s other compensation policies. Such equity awards
shall be subject to the terms of the applicable equity incentive
plan of the Company and granting agreement.
4. Benefits and Expenses
.
4.1 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 similarly-situated key 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. To
the extent that any such reimbursements are taxable to Executive (
“Taxable Reimbursements” ), such reimbursements
shall be paid to Executive only if (a) the expenses are
incurred and reimbursable pursuant to a reimbursement plan that
provides an objectively determinable nondiscretionary definition of
the expenses that are eligible for reimbursement and (b) the
expenses are incurred during the Employment Period. With respect to
any Taxable Reimbursements, the amount of the expenses that are
eligible for reimbursement during one calendar year may not affect
the amount of reimbursements to be provided in any subsequent
calendar year, the reimbursement of an eligible expense shall be
made on or before the last day of the calendar year following the
calendar year in which the expense was incurred, and the right to
reimbursement of the expenses shall not be subject to liquidation
or exchange for any other benefit.
5. Compensation After
Termination .
5.1 Termination For Cause;
Resignation Without Good Reason . If, Executive’s
employment is terminated by the Company for Cause or if Executive
resigns his employment other than for Good Reason during the
Employment Period 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 Without Cause;
Resignation For Good Reason .
(a) If, Executive’s employment
is terminated by the Company without Cause or Executive resigns for
Good Reason, then, subject to the terms and conditions of this
Agreement, Executive shall be entitled to receive the following
amounts and benefits:
(i) Severance pay (
“Severance Pay” ) in an amount equal six
(6) months Base Salary, which Severance Pay shall be payable
to Executive in a lump sum within sixty (60) days following
Executive’s termination of employment;
(ii) Earned but unpaid Annual Bonus,
if any, for the calendar year immediately preceding the date of
such termination, which amount shall be paid at the same time as
Annual Bonuses are paid to similarly-situated active employees,
and
(iii) Continuation of medical
benefits for six (6) months upon the same terms as exist from
time to time for active similarly situated executives of the
Company, which benefits shall be considered part of, and not in
addition to, any coverage required under COBRA.
(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 Due To Death,
Permanent Disability . If Executive’s employment is
terminated due to Executive’s Permanent Disability or if
Executive dies during the Employment Period, then subject to the
terms and conditions of this Agreement, (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) pay in an amount equal to the Base Salary
for three (3) months, payable in a lump sum within sixty
(60) days following Executive’s termination of
employment, and (b) Executive and/or Executive’s
eligible dependents shall receive continuation of medical benefits
upon the same terms as exist immediately prior to the termination
of employment for similarly situated active executives of the
Company for the three (3)-month period immediately following the
termination of employment (which benefits shall be considered part
of, and not in addition to, any coverage required under COBRA). The
Company shall have no other obligations under this
Section 5.3 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 This Section Intentionally
Left Blank
5.5 Change of Control
.
(a) The provisions of
Section 5.2 and 5.3, hereof to the contrary
notwithstanding but subject to the other terms and conditions of
this Agreement, if (i) Executive is terminated by the Company
without Cause or Executive resigns his employment for CoC Good
Reason (defined below) in either case during the period commencing
on a Change of Control (defined below)
and ending on the second anniversary
of the Change of Control (such two-year period being the
“Protection Period” hereunder), or (ii) Executive
reasonably demonstrates that the Company’s termination of
Executive’s employment (or event which, had it occurred
following a Change of Control would have constituted CofC Good
Reason) prior to a Change of Control was at the request of a third
party who was taking steps reasonably calculated to effect a Change
of Control (or otherwise in contemplation of a Change of Control)
and such Change of Control actually occurs ( a “Qualifying
Termination” ), then, subject to the terms and conditions
of this Agreement, Executive shall be entitled to receive the
following payments and benefits:
(i) an amount in cash equal to the
then-prevailing target amount of Executive’s Annual Bonus (
“Target Bonus” ) during the year of termination
multiplied by a fraction, the numerator of which is the number of
completed days (including the date of termination) during the year
of termination and the denominator of which is 365;
(ii) an amount in cash equal to the
sum of Executive’s annual Base Salary and annual Target
Bonus, and
(iii) continuation of medical
benefits until the first anniversary of the date of such
termination upon the same terms as exist for Executive immediately
prior to the termination date (which benefits shall be considered
part of, and not in addition to, any coverage required under
COBRA).
Following any termination of
Executive’s employment pursuant to this
Section 5.5 , the Company shall continue to have all
other rights available hereunder (including, without limitation,
all rights under the Restrictive Covenants and any restrictive
covenants set forth in any plan, award and agreement applicable to
Executive, at law or in equity). Subject to the Executive’s
execution of the Release described in Section 5.6, the
payments described in clauses (i) and (ii)
(“Change of Control Severance Pay”) shall be
paid in a lump sum within sixty (60) days following
Executive’s termination of employment (or, in the case of a
Qualifying Termination that occurs prior to the Change of Control,
within sixty (60) days following the Change of Control). If
the Qualifying Termination occurs prior to a Change of Control, the
Executive shall be paid a lump sum cash payment equal to the
difference between (I) the applicable premium paid by
Executive for continuation of medical benefits under COBRA from the
date of the Qualifying Termination through the date of the Change
of Control (the “ Pre-CIC Coverage Period” ) and
(II) the amount of the applicable premium that would have been paid
by Executive for continuation of medical benefits during the
Pre-CIC Coverage Period had the provisions of
Section 5.5(a)(iii) been given effect from the date of
the Qualifying Termination, which payment shall be made in a lump
sum within sixty (60) days following the Change of Control. If
(and to the extent) that the benefits provided pursuant to
Section 5.5(a)(iii) are taxable to the Executive and
are subject to Section 409A of the Code, the amount of the
expenses that are eligible for reimbursement during one calendar
year may not affect the amount of reimbursements to be provided in
any subsequent calendar year, the reimbursement of an eligible
expense shall be made on or before the last day of the calendar
year following the calendar year in which the expense was incurred,
and the right to reimbursement of the expenses shall not be subject
to liquidation or exchange for any other benefit.
(b) Payments and benefits under
Section 5.5(a) shall not be subject to mitigation or
offset, except that medical benefits may be offset by comparable
benefits obtained by Executive in connection with subsequent
employment. Nothing in this Section 5.5 is intended to
result in duplication of benefits provided by other provisions of
this Agreement.
(c) Anything set forth in any equity
plan, equity award or any other provision of this Agreem
