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AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT BY AND BETWEEN HURON CONSULTING GROUP INC. AND GARY E. HOLDREN

Consulting Services Agreement

AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT BY AND BETWEEN HURON CONSULTING GROUP INC. AND GARY E. HOLDREN | Document Parties: HURON CONSULTING GROUP INC. | GARY E. HOLDREN You are currently viewing:
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HURON CONSULTING GROUP INC. | GARY E. HOLDREN

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Title: AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT BY AND BETWEEN HURON CONSULTING GROUP INC. AND GARY E. HOLDREN
Governing Law: Illinois     Date: 2/24/2009
Industry: Business Services     Sector: Services

AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT BY AND BETWEEN HURON CONSULTING GROUP INC. AND GARY E. HOLDREN, Parties: huron consulting group inc. , gary e. holdren
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Exhibit 10.13

AMENDED AND RESTATED

SENIOR MANAGEMENT AGREEMENT

BY AND BETWEEN

HURON CONSULTING GROUP INC.

AND

GARY E. HOLDREN


1.

  

EMPLOYMENT

  

1

  

1.1

    

Title and Duties

  

1

  

1.2

    

Outside Activity

  

2

  

1.3

    

Employment Period

  

2

  

1.4

    

Termination Upon Death

  

2

  

1.5

    

Termination by the Company.

  

2

  

1.6

    

Resignation by the Executive

  

4

2.

  

COMPENSATION

  

4

  

2.1

    

Base Salary

  

4

  

2.2

    

Annual Bonus

  

5

  

2.3

    

Equity Awards

  

5

3.

  

REPRESENTATIONS AND COVENANTS OF THE EXECUTIVE

  

5

  

3.1

    

Enforceability of Agreement

  

5

  

3.2

    

Restrictions on Sales

  

5

4.

  

BENEFITS AND EXPENSES

  

6

  

4.1

    

Benefit Plans

  

6

  

4.2

    

Life Insurance

  

6

  

4.3

    

Life Insurance

  

6

  

4.4

    

Expenses

  

6

5.

  

COMPENSATION AFTER TERMINATION

  

7

  

5.1

    

Termination for Cause; Resign without Good Reason

  

7

  

5.2

    

Severance

  

7

  

5.3

    

Death or Disability

  

8

  

5.4

    

Change of Control

  

8

  

5.5

    

General Release

  

11

  

5.6

    

Rights Following Termination

  

12

6.

  

RESTRICTIVE COVENANTS

  

12

  

6.1

    

The Executive’s Acknowledgment

  

12

  

6.2

    

Confidential Information

  

13

  

6.3

    

Non-Disclosure

  

13

  

6.4

    

Non-Solicitation of Clients

  

13


  

6.5

    

Non-Interference with Relationships

  

14

  

6.6

    

Noncompetition

  

14

  

6.7

    

Modification

  

14

  

6.8

    

Duty of Loyalty

  

15

7.

  

EFFECT ON TERMINATION

  

15

8.

  

REMEDIES

  

15

  

8.1

    

Non-Exclusive Remedy for Restrictive Covenants

  

15

  

8.2

    

Arbitration

  

15

  

8.3

    

Interest

  

16

9.

  

MISCELLANEOUS

  

16

  

9.1

    

Assignment

  

16

  

9.2

    

Severability

  

16

  

9.3

    

Counterparts

  

16

  

9.4

    

Descriptive Headings; Interpretation

  

16

  

9.5

    

Notices

  

16

  

9.6

    

Indemnification

  

17

  

9.7

    

Liability Insurance

  

17

  

9.8

    

Preamble; Preliminary Recitals

  

17

  

9.9

    

Taxes

  

17

  

9.10

    

Entire Agreement

  

17

  

9.11

    

Governing Law

  

18

  

9.12

    

No Strict Construction

  

18

  

9.13

    

Amendment and Waivers

  

18

  

9.14

    

Code Section 409A

  

18


AMENDED AND RESTATED

SENIOR MANAGEMENT AGREEMENT

AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (the “ Agreement ”), effective as of January 1, 2009 (the “ Effective Date ”), by and between Huron Consulting Group Inc., a Delaware corporation (the “ Company ”), and Gary E. Holdren (the “ Executive ”).

Preliminary Recitals

A. WHEREAS, the Company and its affiliates are engaged in the business of providing diversified business consulting services, including financial and operational consulting services (the “ Business ”) 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 May 13, 2002, as amended by a First Amendment to Senior Management Agreement effective as of January 1, 2004 and subsequently amended by a Second Amendment to Senior Management Agreement effective as of the closing of the Company’s initial public offering (collectively, such Senior Management Agreement, First Amendment and Second Amendment are referred to as the “ Prior Agreement ”);

C. WHEREAS, the Prior Agreement was amended and restated effective as of January 29, 2007 ( “Amended Prior Agreement” ); and

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 Amended Prior Agreement as set forth below, which amendment and restatement is intended to conform the Amended Prior Agreement to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code” ), and final regulations issued thereunder.

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 its Chief Executive Officer and President, for the Employment Period (defined below), in accordance with the terms and conditions of this Agreement. The Executive shall also serve as Chief Executive Officer and President of Consulting during the Employment Period, in accordance with the terms and conditions of this Agreement. During the Employment Period, the Executive shall (a) have such responsibilities, duties and authorities as are customarily assigned to such positions and shall render such services or act in such capacity for the Company and its affiliates as the Board of Directors of the Company (the “ Board ”) shall from time to time direct, and (b) shall report to the Board. The Executive shall perform the duties and


carry out the responsibilities assigned to him, to the best of his ability, in a trustworthy and businesslike manner for the purpose of advancing the business of the Company and its affiliates. The Executive shall engage in travel as reasonably required in the performance of the Executive’s duties.

1.2 Outside Activity . During the Employment Period, and excluding any periods of vacation and sick leave, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and its affiliates. It shall not be a violation of this Agreement for the Executive (a) with the consent of the Board, which consent shall not be unreasonably withheld, to serve on corporate, civic or charitable boards or committees, (b) to deliver lectures, fulfill speaking engagements or teach occasional courses or seminars at educational institutions, or (c) to manage personal investments, so long as such activities under clauses (a), (b) and (c) do not interfere, in any substantial respect, with the Executive’s responsibilities hereunder.

1.3 Employment Period . The employment of the Executive under this Agreement shall continue from the Effective Date and shall continue through January 28, 2012 (the “ Initial Period ”). Commencing on January 29, 2012 and on each anniversary thereafter (each a “ Renewal Date ”), the employment of the Executive under this Agreement shall automatically renew and extend for an additional year, unless one of the parties shall deliver to the other advance written notice of the cessation of such automatic renewal (“ Nonrenewal Notice ”) at least sixty (60) days prior to such Renewal Date. “ 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 shall terminate on the date the Executive’s employment with the Company and its affiliates terminates pursuant to and in accordance with the terms of Section 1.4 , 1.5 or 1.6 .

1.4 Termination Upon Death . If the Executive dies during the Employment Period, the Executive’s employment shall automatically terminate on the date of the Executive’s death.

1.5 Termination by the Company .

(a) The Company may terminate the Executive’s employment hereunder upon written notice to the Executive (i) due to the Permanent Disability of the Executive, (ii) for Cause, or (iii) without Cause for any or no reason. Such termination shall be effective upon the date of service of such notice pursuant to Section 9.5 or such later date specified in the notice (which later date shall not be more than sixty (60) days following the date on which the notice is provided).

(b) Definition of Cause .

(i) For the purpose of this Agreement, “ Cause ” means the occurrence of any of the following events:

(1) the Executive’s conviction of any felony or of a misdemeanor involving fraud, dishonesty, or moral turpitude;

 

2


(2) the Executive’s material breach, material non-performance or material non-observance of any of the terms of the Agreement or any other written agreement to which the Executive and the Company or any of its affiliates are parties, if such breach, non-performance or non-observance shall continue beyond a period of twenty (20) days immediately after written notice thereof by the Company to the Executive or if such breach, non-performance or non-observance results in financial detriment to the Company or its affiliates or a detrimental effect on the business or reputation of the Company or its affiliates;

(3) the Executive’s misconduct that results in material financial detriment to the Company or its affiliates or a material detrimental effect on the business or reputation of the Company or its affiliates; or

(4) any breach, non-performance or non-observance of Section 6.2 , 6.3 , 6.4 , 6.5 , or 6.6 of this Agreement.

(ii) Cause shall be determined by the affirmative vote of at least 75% of the members of the Board (excluding the Executive, if a Board member, and excluding any member of the Board involved in events leading to the Board’s consideration of terminating the Executive for Cause). The Executive shall be given twenty (20) days written notice of the Board meeting at which Cause shall be decided (which notice shall be deemed to be notice of the existence of Cause if Cause is found to exist by the Board), and shall be given an opportunity prior to the vote on Cause to appear before the Board, with or without counsel, at the Executive’s election, to present arguments on his own behalf. The notice to the Executive of the Board meeting shall include a description of the specific reasons for such consideration of Cause. The pendency of the notice period described herein shall not prevent or delay the Company’s ability to enforce the restrictive covenants contained herein.

(c) The Executive shall be deemed to have a “ Permanent Disability ” for purposes of this Agreement if the Executive has any medically determinable physical or mental impairment that has lasted for a period of not less than six (6) months in any twelve (12) month period and that renders the Executive unable to perform the duties required under the Agreement. Such determination shall be made by written certification (“ Certification ”) of the Executive’s Permanent Disability by a physician jointly selected by the Company and the Executive; provided that if the Company and the Executive cannot reach agreement on the physician, the Certification shall be by a panel of physicians consisting of one physician selected by the Company, one physician selected by the Executive and a third physician jointly selected by those two physicians.

 

3


1.6 Resignation by the Executive .

(a) The Executive shall give sixty (60) days written notice to the Company prior to the effectiveness of any resignation of his employment with the Company.

(b) The Executive’s resignation shall be a resignation for “ Good Reason ” if: (i) an event or condition occurs which constitutes any of (c)(i) through (v) below; (ii) the Executive provides the Company with written notice pursuant to Section 9.5 that he intends to resign for Good Reason and such written notice includes (A) a designation of at least one of (c)(i) through (iv) below (the “ Designated Section ”) and (B) specifically describes the events or conditions the Executive is relying upon to satisfy the requirements of the Designated Section(s); (iii) as of the thirtieth (30th) day following the Company’s receipt of such written notice from the Executive, such events or conditions have not been corrected in all material respects; and (iv) the Executive’s resignation is effective within sixty (60) days after the date on which the Executive first has actual knowledge of the occurrence of the first event or condition upon which the Executive relies upon to satisfy any of the Designated Section(s).

(c) “ Good Reason ” shall mean the occurrence of any of the following without the express written consent of the Executive:

(i) any material breach of the Agreement by the Company;

(ii) any material adverse change in status, position or responsibilities described in Section 1.1 or any reduction in Base Salary (as defined below) of the Executive (it being understood and agreed that, (1) following a Change of Control (as defined below), the fact that the Executive is not named as Chief the Executive Officer of the ultimate parent entity surviving the Change of Control shall constitute Good Reason, (2) the appointment of a lead director of the Board shall not constitute Good Reason (provided that Executive continues to report to the full Board), and (3) a reduction in Base Salary in accordance with Section 2.1 shall not constitute Good Reason);

(iii) assignment of duties to the Executive that are materially inconsistent with the Executive’s position and responsibilities described in this Agreement; or

(iv) requiring the Executive to be principally based at any office or location more than fifty (50) miles from the current offices of the Company in Chicago, Illinois, which relocation the parties agree would constitute a material adverse change in the Executive’s job location.

2. Compensation .

2.1 Base Salary . As consideration for the services of the Executive hereunder, from January 1, 2009 and continuing during the Employment Period, the Company shall pay the Executive an annual base salary of one million two hundred thousand dollars ($1,200,000) (the “ Base Salary ”), payable in accordance with the Company’s customary payroll practices as in effect from time to

 

4


time. For each of the calendar years beginning on January 1, 2010 through January 1, 2011, the Base Salary shall be increased in increments of $50,000. In addition, the Board shall perform an annual review of the Executive’s compensation based on the Executive’s performance of his duties and the Company’s other compensation policies, provided that the Executive’s Base Salary, as increased from time to time, shall not be reduced without the Executive’s written 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 Annual Bonus . For each calendar year during the Employment Period beginning with the calendar year commencing on January 1, 2009, the Executive shall be eligible for an annual bonus in an amount determined by the Board, in accordance with the applicable annual bonus plan in effect from time to time, based on the Executive’s performance of his duties and the Company’s other compensation policies (the “ Annual Bonus ”). The target annual bonus for the Executive’s Annual Bonus shall be 100% of Base Salary (the “ Target Amount ”) per year. The Executive’s right to any Annual Bonus payable pursuant to this Section 2.2 shall be contingent upon the Executive being employed by the Company on the last day of the performance period to which the bonus relates. For each performance period commencing on or after the Effective Date, the amount of the Annual Bonus target will be established by the Board as set forth above and shall be payable based upon the Executive’s achieving certain performance goals, with such performance goals, each to be set and approved by the Board no later than the ninetieth (90th) day of the performance period to which such Annual Bonus relates. Except to the extent deferred by the Executive in accordance with applicable benefit plans maintained by the Company, the Annual Bonus shall be paid to the Executive no later than March 15 of the ye


 
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