Exhibit 10.25
FIRST AMENDMENT TO
THE
HEIDRICK & STRUGGLES
INTERNATIONAL, INC.
U.S. EMPLOYEES DEFERRED
COMPENSATION PLAN
WHEREAS , Heidrick & Struggles International,
Inc. (the “Company”) maintains the U.S. Employees
Deferred Compensation Plan (the “Plan”); and
WHEREAS , the Company has delegated authority to amend
the Plan in certain respects to the Human Resources and
Compensation Committee of the Board of Directors of the Company
(the “Committee”) and the Committee now deems it
appropriate to do so.
NOW, THEREFORE, BE IT
RESOLVED , that the Plan
is hereby amended, effective as of January 1, 2008, as
follows:
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1.
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By amending
Section 3.3(a) to read as follows:
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(a)
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Initial
Deferral Election .
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(i) The Eligible Employee’s
initial Deferral Election under the Plan with respect to his Base
Salary for any Plan Year shall be effective for the first regular
salary paycheck earned after the date the Deferral Election becomes
effective. To be effective, the initial Deferral Election must be
made before the first day of the Plan Year for which Deferral
Contributions attributable to Base Salary will be made; provided
that if an individual first becomes an Eligible Employee during a
Plan Year, and is not a participant in another plan sponsored by
the Company or an affiliate that is of the same type (as defined in
Treas. Reg. § 1.409A-1(c)(2)(i)), the initial Deferral
Election must be made within 30 days after the date on which the
individual first becomes an Eligible Employee and will be effective
with respect to Contributions attributable to Base Salary earned
for services performed following submission of the Deferral
Election.
(ii) The Eligible Employee’s
initial Deferral Election under the Plan with respect to his
Variable Compensation, if any, for any Plan Year shall be effective
for the Variable Compensation earned after the date the Deferral
Election becomes effective. To be effective, the initial Deferral
Election must be made before the first day of the Plan Year for
which the Variable Compensation to be deferred will be earned,
provided that if an individual first becomes an Eligible Employee
during a Plan Year, and is not a participant in another plan
sponsored by the Company or an affiliate that
