Exhibit 10.8
Execution Copy
AMENDMENT TO
EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT
AGREEMENT, dated as of January 1, 2008 (this “
Amendment ”), is between Nuveen
Investments, Inc., a Delaware corporation (the “
Company ”), and John P. Amboian (“
Executive ”).
RECITALS:
WHEREAS, the Company and Executive
are parties to that certain Employment Agreement dated as of
November 1, 2002, as amended from time to time in accordance
with its terms (the “ Employment Agreement
”);
WHEREAS, pursuant to the Agreement
and Plan of Merger by and among Windy City Investments, Inc.
(“ Holdings ”), Windy City Acquisition Corp. and
the Company, dated as of June 19, 2007 (the “ Merger
Agreement ”), the Company has become a wholly owned
subsidiary of Holdings (the “ Merger
”);
WHEREAS, in connection with the
Merger the Company has granted Executive a profits interest in the
parent of Holdings;
WHEREAS, the parties hereto desire
to amend the Employment Agreement on the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants herein contained, the
parties hereto agree as follows:
1.
Defined Terms
. Unless otherwise defined herein,
all capitalized terms used herein shall have the meanings given
them in the Employment Agreement.
2.
Acknowledgement under the
Employment Agreement .
Notwithstanding anything to the contrary in the Employment
Agreement or this Amendment, the Executive hereby acknowledges that
neither the entering into, nor the consummation of, the
transactions contemplated by the Merger Agreement, nor any change
between the Executive’s position or terms of employment as in
effect immediately before the closing of the Merger compared with
immediately after the Merger, shall give rise to the
Executive’s right to terminate his employment for “Good
Reason” (as defined in the Employment Agreement).
3.
Amendment of Employment
Agreement .
(a)
Section 2 is hereby amended and
restated as follows:
The Company hereby agrees to employ
the Executive, and the Executive hereby agrees to be employed by
the Company, subject to the terms and conditions of this Agreement,
for the period commencing on the Effective Date and ending on
December 31, 2012 (“Initial Term”); provided, on
January 1, 2013 and each
