Exhibit 10.13
AMENDED AND
RESTATED
SENIOR MANAGEMENT
AGREEMENT
BY AND BETWEEN
HURON CONSULTING GROUP
INC.
AND
GARY E. HOLDREN
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1.
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EMPLOYMENT
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1
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1.1
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Title and
Duties
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1
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1.2
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Outside
Activity
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2
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1.3
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Employment
Period
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2
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1.4
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Termination
Upon Death
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2
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1.5
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Termination by
the Company.
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2
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1.6
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Resignation by
the Executive
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4
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2.
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COMPENSATION
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4
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2.1
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Base
Salary
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4
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2.2
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Annual
Bonus
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5
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2.3
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Equity
Awards
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5
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3.
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REPRESENTATIONS
AND COVENANTS OF THE EXECUTIVE
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5
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3.1
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Enforceability
of Agreement
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5
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3.2
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Restrictions on
Sales
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5
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4.
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BENEFITS AND
EXPENSES
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6
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4.1
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Benefit
Plans
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6
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4.2
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Life
Insurance
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6
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4.3
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Life
Insurance
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6
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4.4
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Expenses
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6
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5.
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COMPENSATION
AFTER TERMINATION
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7
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5.1
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Termination for
Cause; Resign without Good Reason
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7
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5.2
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Severance
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7
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5.3
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Death or
Disability
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8
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5.4
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Change of
Control
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8
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5.5
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General
Release
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11
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5.6
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Rights
Following Termination
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12
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6.
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RESTRICTIVE
COVENANTS
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12
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6.1
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The
Executive’s Acknowledgment
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12
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6.2
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Confidential
Information
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13
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6.3
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Non-Disclosure
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13
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6.4
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Non-Solicitation of Clients
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13
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6.5
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Non-Interference with Relationships
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14
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6.6
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Noncompetition
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14
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6.7
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Modification
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14
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6.8
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Duty of
Loyalty
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15
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7.
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EFFECT ON
TERMINATION
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15
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8.
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REMEDIES
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15
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8.1
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Non-Exclusive
Remedy for Restrictive Covenants
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15
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8.2
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Arbitration
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15
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8.3
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Interest
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16
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9.
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MISCELLANEOUS
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16
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9.1
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Assignment
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16
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9.2
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Severability
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16
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9.3
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Counterparts
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16
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9.4
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Descriptive
Headings; Interpretation
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16
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9.5
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Notices
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16
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9.6
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Indemnification
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17
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9.7
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Liability
Insurance
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17
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9.8
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Preamble;
Preliminary Recitals
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17
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9.9
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Taxes
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17
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9.10
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Entire
Agreement
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17
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9.11
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Governing
Law
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18
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9.12
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No Strict
Construction
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18
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9.13
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Amendment and
Waivers
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18
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9.14
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Code Section
409A
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18
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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;
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(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.
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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
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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