Exhibit 10.29
SECOND
AMENDMENT
TO
SENIOR
MANAGEMENT AGREEMENT
WHEREAS, Huron Consulting Group LLC,
a Delaware limited liability company (the “ Company
”), has entered into a Senior Management Agreement, effective
as of August 12, 2002, which was amended by a First Amendment
thereto, effective as of September 22, 2004 (the “
Agreement ”), with George E. Massaro (the “
Executive ”);
WHEREAS, the Company is wholly owned
by Huron Consulting Group, Inc., a Delaware corporation (the
“ Parent ”); and
WHEREAS, the Executive and the
Company desire to amend the Agreement, effective December 31,
2005 (or such earlier date as mutually agreed between the parties)
(the “ Amendment Effective Date ”), to reflect a
new role for Executive with the Company.
NOW, THEREFORE, the Agreement is
hereby amended, as follows:
1. The Section 1.1 is
hereby amended to read as follows:
1.1 Title and Duties . The
Company agrees to continue to employ Executive, and Executive
agrees to accept continued employment with the Company, as Vice
Chairman in accordance with the terms and conditions of this
Agreement. During the Employment Period after the Amendment
Effective Date, Executive shall render such services or act in such
capacity for the Company and its affiliates, as the Company’s
Chief Executive Officer (the “ CEO ”) shall from
time to time direct, which will initially include the following:
advising the CEO, the Board and the Company’s Practice
Leaders; leading strategic initiatives for the Company; assisting
on important client engagements; introducing the Company’s
services (especially in Boston and the northeastern United States);
and enhancing the Company’s visibility in the northeastern
United States through community involvement. Executive will also
continue to serve as an executive member of the Board through the
expiration of his current term. Executive will generally be
expected to devote approximately one-third of a normal work
schedule (including service as a Board member) for the Company and
its affiliates each year. 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. Executive shall engage in
travel as reasonably required in the performance of
Executive’s duties. The Company will continue to provide
Executive with an office in Boston, as well as executive assistant
support as needed.
2. Section 2.1 is
hereby amended to read as follows:
2.1 Base Salary . As
consideration for the services of Executive hereunder, during the
Empl