Exhibit 10.11
Execution
Copy
EMPLOYMENT AGREEMENT
This Employment Agreement (“
Agreement ”) by and between Nuveen
Investments, Inc., a Delaware corporation (the
“Company”), and Alan G. Berkshire (the
“Executive”) dated as of the 1st day of January, 2008
(the “Effective Date”).
The Company has determined that,
because of the unique nature of the Executive’s services to
the Company, it is in its best interests and those of its
shareholders to assure that the Company will have the continued
dedication of the Executive, and to provide the Company with the
continuity of management the Company considers crucial to ensuring
the Company’s continued success. Therefore, in order to
accomplish these objectives, the Company desires to enter into this
Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED
AS FOLLOWS:
1.
Employment Period. 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 January 1
thereafter, the employment period shall be extended for additional
one-year periods until the Executive dies or becomes Disabled or
the Company or the Executive delivers a Notice of Non-Renewal at
least 60 days before such January 1 (the Initial Term, as so
extended, is the “Employment Period”). The Employment
Period shall automatically terminate upon any termination of
Executive’s employment.
2.
Terms of Employment.
(a)
Position and Duties. During the
Employment Period, (A) the Executive shall serve in the
positions set forth on Exhibit A with such authority, duties
and responsibilities as are commensurate with such positions and as
may be consistent with such positions, reporting to the person or
persons set forth on Exhibit A, (B) the Executive’s
services shall be performed at the location or locations set forth
on Exhibit A and (C) excluding periods of
vacation or sick leave, the Executive shall devote substantially
all of his attention and time during normal business hours to the
business and affairs of the Company.
(b)
Compensation.
(i)
Base Salary. During the Employment
Period, the Executive shall receive an annual base salary
(“Annual Base Salary”) not less than the amount set
forth on Exhibit A.
(ii)
Annual Bonus. For each fiscal year
of the Company completed during the Employment Period, the
Executive shall be entitled to participate in the Company’s
annual incentive cash bonus plan then in effect (the “Annual
Bonus”). The Executive’s minimum 2007 Annual Bonus and
his target 2008 Annual Bonus are set forth on
Exhibit A.
(iii)
Other Benefits. During the
Employment Period, the Executive shall be entitled to participate
in all employee pension, welfare, perquisites, fringe benefit,
vacation and other benefit plans, practices, policies and programs
generally applicable to the senior executives of the Company,
including, as may determined by the Company’s Board of
Directors, the possible future grant of additional Class B
Units or other direct or indirect equity interests in the Company
or its subsidiaries.
(iv)
Expenses. During the Employment
Period, the Executive shall be entitled to receive prompt
reimbursement for all expenses incurred by the Executive in
accordance with the Company’s policies for its senior
executives as in effect from time to time.
3.
Termination of
Employment.
(a)
Death or Disability. The
Executive’s employment shall terminate automatically upon the
Executive’s death or Disability during the Employment Period.
“Disability” means the Executive’s inability, due
to illness, accident, injury, physical or mental incapacity or
other disability, to carry out effectively the Executive’s
duties and obligations to the Company or any of its subsidiaries
and to participate effectively and actively in the management of
the Company or any of its Subsidiaries for a period of at least 90
consecutive days or for shorter periods aggregating at least 120
days (whether or not consecutive) during any twelve month period. A
Disability shall be determined in the reasonable judgment of either
(i) the Board or (ii) the Executive or his or her
personal representative or legal guardian, and shall be deemed to
have occurred on (x) the date that such party provides notice
to the other party of the satisfaction of each of the requirements
to constitute a Disability set forth above or (y) such other
date as the parties shall mutually agree (such date, the
“Disability Effective Date”).
(b)
Cause. The Company may terminate the
Executive’s employment at any time for Cause. For purposes of
this Agreement, “Cause” shall mean (i) the willful
and continued failure of the Executive to perform substantially the
Executive’s duties with the Company or one of its
subsidiaries (other than any such failure resulting from incapacity
due to physical or mental illness), after a written demand for
substantial performance is delivered to the Executive by the Board
of Directors of the Company (the “Board”) or its
representatives, which specifically identifies the manner in which
the Board believes that the Executive has not substantially
performed the Executive’s duties, or (ii) the willful
engaging by the Executive in illegal conduct or gross misconduct
that is materially and demonstrably injurious to the Company or its
affiliates, or (iii) the conviction of a felony or entry of a
guilty or nolo contendere plea by the Executive with respect
thereto, or (iv) a material breach of Sections 5(a) or
5(b) of this Agreement. For purposes of this provision, no act
or failure to act on the part of the Executive shall be considered
“willful” unless it is done, or omitted to be done, by
the Executive in bad faith or without reasonable belief that the
Executive’s act or omission was in the best interests of the
Company. Any act, or failure to act, based upon express authority
given pursuant to a resolution duly adopted by the Board with
respect to such act or omission or based upon the advice of counsel
for the Company shall be
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conclusively presumed to be done, or omitted to
be done, by the Executive in good faith and in the best interests
of the Company. The cessation of employment of the Executive shall
not be deemed to be for Cause unless and until there shall have
been delivered to the Executive a copy of a resolution duly adopted
by the affirmative vote of not less than two-thirds of the entire
membership of the Board (not including the Executive) after
reasonable notice is provided to the Executive and the Executive is
given an opportunity (together with separate counsel if the Board
requests its counsel to be present), to be heard before the Board,
finding that, in the good faith opinion of the Board, the Executive
has engaged in the conduct described in subparagraph (i), (ii),
(iii) or (iv) above, and specifying the particulars
thereof in detail.
(c)
Good Reason. The Executive’s
employment may be terminated at any time by the Executive for Good
Reason by Notice of Termination provided to the Company in
accordance with Section 3(c) within 90 days after the
Executive becomes aware of such basis for Good Reason. For purposes
of this Agreement, “Good Reason” shall mean in the
absence of a written consent of the Executive (i) any action
by the Company that results in a material diminution in the
Executive’s position, authority, duties or responsibilities
as contemplated by Section 2(a) of this Agreement,
including for this purpose, without limitation, actions that relate
to the Executive’s status, offices, titles and reporting
relationships and excluding for this purpose any action not taken
in bad faith that is remedied by the Company promptly after receipt
of notice thereof given by the Executive; (ii) any failure by
the Company to comply with any of the provisions of
Section 2(b) of this Agreement (other than a failure not
occurring in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive);
(iii) any reduction in the Executive’s Base Salary or
Annual Bonus opportunity (provided, however, that (a) a
reduction in Annual Bonus opportunity shall not trigger the
application of this clause if (1) it similarly applies to all
senior executives of the Company and reflects the Board’s
assessment of current or projected reductions in the nature, scope
or profitability of the Company as compared to the prior fiscal
year, or (2) such reduction is part of an overall modification
to the Company’s compensation programs that does not reduce
the Executive’s aggregate annual compensation opportunity by
more than 15% as compared to the prior fiscal year and (b) the
phrase “Annual Bonus opportunity” shall mean the target
bonus set for Executive with respect to a fiscal year and shall not
be considered to have been reduced merely because the actual Annual
Bonus paid to Executive with respect to such year was reduced below
such target as part of the Board’s evaluation of
Executive’s performance during such year and such evaluation
has been conducted in good faith by the Board); (iv) the
Company requiring the Executive to be based at any office or
location more than 30 miles from that provided in Section 2
(a)(i)(B) hereof, provided that reasonable travel required in
connection with Executive’s reporting relationships and
responsibilities to the Board shall not be deemed a breach hereof;
and (v) any failure by the Company to comply with
Section 6 (b) below.
(d)
Notice of Termination. Any
termination by the Company for Cause, or by the Executive for Good
Reason, shall be communicated by Notice of Termination to the other
party hereto given in accordance with Section 7(b) of
this Agreement. For purposes of this Agreement, a “Notice of
Termination” means a written
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notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to
the extent applicable, sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated and
(iii) if the Date of Termination (as defined below) is other
than the date of receipt of such notice, specifies the termination
date (which date shall be not more than ninety days after the
giving of such notice). The failure by the Executive or the Company
to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company, respectively,
hereunder or preclude the Executive or the Company, respectively,
from asserti
