UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
July 1,
2006
Date
of
Report (Date of earliest event reported)
Huron
Consulting Group Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-50976
|
01-0666114
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation or organization)
|
File
Number)
|
Identification
Number)
|
550
West Van Buren Street
Chicago,
Illinois
60607
(Address
of principal executive offices)
(Zip
Code)
(312)
583-8700
(Registrant’s
telephone number, including area code)
_____________________
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
Effective
July 1, 2006, the board of directors of Huron Consulting Group Inc. (the
“Company”) adopted the Huron Consulting Group Deferred Compensation Plan (the
“Plan”). Under the Plan, members of the board of directors and a select group of
employees of the Company and its subsidiaries (the “Participants”) may elect to
defer the receipt of their director retainers and meeting fees or base salary
and bonus, as applicable. The Plan allows the Participants to delay federal
and
state income taxation on the compensation that they elect to defer.
The
Plan
permits the deferral of 5% to 75% of a Participant’s base salary, 10% to 100% of
a Participant’s bonus (performance-based and non performance-based), and 0% to
100% of a Participant’s director fees. Generally, for each succeeding plan year,
a Participant must elect his or her deferral of base salary, non
performance-based bonus, or director fees before December 31st
of the
preceding year in which such compensation is earned. For deferrals of
performance-based compensation, a Participant must elect his or her deferral
no
later than six months before the end of the performance service period. A
bookkeeping account will be established for each Participant and his or her
deferred compensation will earn a return based on measurement funds made
available to and selected by the Participant. Participant deferrals and interest
credited or debited to the Participant’s account are fully vested.
Additionally,
the Company may credit amounts to a Participant’s deferred compensation account
in accordance with employment or other agreements entered into between the
Company and the Participant. The Company, at its sole discretion, may, but
is
not required to, credit any additional amount it desires to any Participant
deferred compensation account. Amounts credited by the Company are subject
to
vesting schedules set forth in the Participant’s Plan agreement, employment
agreement or any other agreement entered into between the Company and the
Participant.
Distributions
from a Participant’s account will automatically begin upon a Participant’s
retirement, termination of employment, disability or death during employment,
subject to a six-month waiting period for key employees. Additionally, a
Participant may irrevocably elect to receive a scheduled in-service
distribution, in the form of a lump sum payment, from the Plan with respect
to
all or a portion of his or her annual deferrals. Such scheduled distribution
must be at least three years after the end of the plan year in which the
deferrals were originally made.
A
copy of
the Plan is filed as Exhibit 10.1 to this Current Report and is incorporated
in
this report as if fully set forth herein.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
10.1
Huron
Consulting
Group Deferred Compensation Plan.
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1
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
Huron
Consulting Group Inc.
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|||
|
(Registrant)
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|||
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Date:
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July 6,
2006
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/s/
Gary L. Burge
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Gary
L. Burge
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|||
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Vice
President,
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|||
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Chief
Financial Officer and
Treasurer
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2
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EXHIBIT
99.1
Huron
Consulting Group
Deferred
Compensation Plan
Master
Plan Document
Effective
July 1, 2006
Copyright
© 2006
By
Clark Consulting, Inc.
All
Rights Reserved
Huron
Consulting Group
Deferred
Compensation Plan
Master
Plan Document
TABLE
OF CONTENTS
| Page | ||
|
ARTICLE
1
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Definitions
|
1
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ARTICLE
2
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Selection,
Enrollment, Eligibility
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6
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2.1
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Selection
by Committee
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6
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2.2
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Enrollment
and Eligibility Requirements; Commencement of
Participation
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6
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|
ARTICLE
3
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Deferral
Commitments/Company Contribution Amounts/Company Restoration Matching
Amounts /Vesting/Crediting/Taxes
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7
|
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3.1
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Minimum
Deferrals
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7
|
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3.2
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Maximum
Deferral
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8
|
|
3.3
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Election
to Defer; Effect of Election Form
|
8
|
|
3.4
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Withholding
and Crediting of Annual Deferral Amounts
|
9
|
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3.5
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Company
Contribution Amount
|
10
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3.6
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Company
Restoration Matching Amount
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10
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3.7
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Crediting
of Amounts after Benefit Distribution
|
10
|
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3.8
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Vesting
|
11
|
|
3.9
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Crediting/Debiting
of Account Balances
|
11
|
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3.10
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FICA
and Other Taxes
|
12
|
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ARTICLE
4
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Scheduled
Distribution; Unforeseeable Emergencies
|
13
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4.1
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Scheduled
Distribution
|
13
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4.2
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Postponing
Scheduled Distributions
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14
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4.4
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Unforeseeable
Emergencies
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14
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ARTICLE
5
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Retirement
Benefit
|
15
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5.1
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Retirement
Benefit
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15
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5.2
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Payment
of Retirement Benefit
|
15
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ARTICLE
6
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Termination
Benefit
|
16
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6.1
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Termination
Benefit
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16
|
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6.1
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Payment
of Termination Benefit
|
16
|
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ARTICLE
7
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Disability
Benefit
|
16
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7.1
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Disability
Benefit
|
16
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7.2
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Payment
of Disability Benefit
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16
|
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ARTICLE
8
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Death
Benefit
|
16
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i -
Huron
Consulting Group
Deferred
Compensation Plan
Master
Plan Document
|
8.1
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Death
Benefit
|
16
|
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8.2
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Payment
of Death Benefit
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16
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ARTICLE
9
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Beneficiary
Designation
|
17
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9.1
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Beneficiary
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17
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9.2
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Beneficiary
Designation; Change; Spousal Consent
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17
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9.3
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Acknowledgement
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17
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9.4
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No
Beneficiary Designation
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17
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9.5
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Doubt
as to Beneficiary
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17
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9.6
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Discharge
of Obligations
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17
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ARTICLE
10
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Leave
of Absence
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17
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10.1
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Paid
Leave of Absence
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17
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10.2
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Unpaid
Leave of Absence
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18
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10.3
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Leaves
Resulting in Separation from Service
|
18
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ARTICLE
11
|
Termination
of Plan, Amendment or Modification
|
18
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11.1
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Termination
of Plan
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18
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11.2
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Amendment
|
19
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11.3
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Plan
Agreement
|
19
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11.4
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Effect
of Payment
|
19
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ARTICLE
12
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Administration
|
19
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12.1
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Committee
Duties
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19
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12.2
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Administration
Upon Change In Control
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20
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12.3
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Agents
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20
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12.4
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Binding
Effect of Decisions
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20
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12.5
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Indemnity
of Committee
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20
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12.6
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Employer
Information
|
20
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ARTICLE
13
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Other
Benefits and Agreements
|
20
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13.1
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Coordination
with Other Benefits
|
20
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ARTICLE
14
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Claims
Procedures
|
21
|
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14.1
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Presentation
of Claim
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21
|
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14.2
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Notification
of Decision
|
21
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14.3
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Review
of a Denied Claim
|
21
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14.4
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Decision
on Review
|
22
|
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14.5
|
Legal
Action
|
22
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ii-
Huron
Consulting Group
Deferred
Compensation Plan
Master
Plan Document
|
ARTICLE
15
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Trust
|
22
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15.1
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Establishment
of the Trust
|
22
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15.2
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Interrelationship
of the Plan and the Trust
|
22
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15.3
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Distributions
From the Trust
|
23
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ARTICLE
16
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Miscellaneous
|
23
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16.1
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Status
of Plan
|
23
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16.2
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Unsecured
General Creditor
|
23
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16.3
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Employer’s
Liability
|
23
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16.4
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Nonassignability
|
23
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16.5
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Not
a Contract of Employment
|
23
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16.6
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Furnishing
Information
|
24
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16.7
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Terms
|
24
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16.8
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Captions
|
24
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16.9
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Governing
Law
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24
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16.10
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Notice
|
24
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16.11
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Successors
|
24
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16.12
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Spouse’s
Interest
|
24
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16.13
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Validity
|
24
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16.14
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Incompetent
|
25
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16.15
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Court
Order
|
25
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16.16
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Distribution
in the Event of Income Inclusion Under 409A
|
25
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16.17
|
Deduction
Limitation on Benefit Payments
|
25
|
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16.18
|
Insurance
|
26
|
-
iii -
Huron
Consulting Group
Deferred
Compensation Plan
Master
Plan Document
HURON CONSULTING GROUP
DEFERRED
COMPENSATION PLAN
Effective
July 1, 2006
Purpose
The
purpose of this Plan is to provide specified benefits to Directors and a select
group of management or highly compensated Employees who are expected to
contribute materially to the continued growth, development and future business
success of Huron Consulting Group Inc., a Delaware corporation, and its
subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for
tax purposes and for purposes of Title I of ERISA.
ARTICLE
1
Definitions
For
the
purposes of this Plan, unless otherwise clearly apparent from the context,
the
following phrases or terms shall have the following indicated
meanings:
| 1.1 |
“Account
Balance” shall mean, with respect to a Participant, an entry on the
records of the Employer equal to the sum of (i) the Deferral Account
balance, (ii) the Company Contribution Account balance, and (iii) the
Company Restoration Matching Account balance. The Account Balance
shall be
a bookkeeping entry only and shall be utilized solely as a device
for the
measurement and determination of the amounts to be paid to a Participant,
or his or her designated Beneficiary, pursuant to this
Plan.
|
| 1.2 |
“Annual
Deferral Amount” shall mean that portion of a Participant’s Base Salary,
Bonus and Director Fees that
a Participant defers in accordance with Article 3 for
any one Plan Year, without regard to whether such amounts are withheld
and
credited during such Plan Year. In the event of a Participant’s
Retirement, Disability, death or Termination of Employment prior
to the
end of a Plan Year, such year’s Annual Deferral Amount shall be the actual
amount withheld prior to the effective date of such event.
|
| 1.3 |
“Annual
Installment Method” shall be an annual installment payment over the number
of years selected by the Participant in
accordance with this Plan, calculated as follows: (i) for the first
annual
installment, the Participant’s vested Account Balance shall be calculated
as of the close of business on or around the
Participant’s Benefit Distribution Date, as determined by the Committee in
its sole discretion, and
(ii) for remaining annual installments, the Participant’s vested Account
Balance shall be calculated on or around the first business day of
each
Plan Year following the Plan Year in which the Participant’s first
installment payment was distributed. Each annual installment shall
be
calculated by multiplying this balance by a fraction, the numerator
of
which is one and the denominator of which is the remaining number
of
annual payments due the Participant. By way of example, if the Participant
elects a ten (10) year Annual Installment Method for the Retirement
Benefit, the first payment shall be 1/10 of the vested Account Balance,
calculated as described in this definition. The following year, the
payment shall be 1/9 of the vested Account Balance, calculated as
described in this definition.
|
-
1
-
Huron
Consulting Group
Deferred
Compensation Plan
Master
Plan Document
| 1.4 |
“Base
Salary” shall mean the annual cash compensation relating to services
performed during any calendar year, excluding distributions from
nonqualified deferred compensation plans, bonuses, commissions, overtime,
fringe benefits, stock options, vested share awards, relocation expenses,
incentive payments, non-monetary awards, director fees and other
fees, and
automobile and other allowances paid to a Participant for employment
services rendered (whether or not such allowances are included in
the
Employee’s gross income). Base Salary shall be calculated before reduction
for compensation voluntarily deferred or contributed by the Participant
pursuant to all qualified or nonqualified plans of any Employer and
shall
be calculated to include amounts not otherwise included in the
Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
or
403(b) pursuant to plans established by any Employer; provided, however,
that all such amounts will be included in compensation only to the
extent
that had there been no such plan, the amount would have been payable
in
cash to the Employee.
|
| 1.5 |
“Beneficiary”
shall mean one or more persons, trusts, estates or other entities,
designated in accordance with Article 9, that are entitled to receive
benefits under this Plan upon the death of a
Participant.
|
| 1.6 |
“Beneficiary
Designation Form” shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the
Committee
to designate one or more
Beneficiaries.
|
| 1.7 |
“Benefit
Distribution Date” shall mean the date that triggers distribution of a
Participant’s vested Account Balance. A Participant’s Benefit Distribution
Date shall be determined upon the occurrence of any one of the
following:
|
| (a) |
If
the Participant Retires, his or her Benefit Distribution Date shall
be:
|
| (i) |
the
last day of the six-month period immediately following the date on
which
the Participant Retires if the Participant is a Key Employee,
and
|
| (ii) |
for
all other Participants, the date on which the Participant
Retires;
|
| (iii) |
provided,
however,
in the event the Participant changes his or her Retirement Benefit
election in accordance with Section 5.2(b),
his or her Benefit Distribution Date shall be postponed in accordance
with
Section 5.2(b)
or
|
| (b) |
If
the Participant experiences a Termination of Employment, his or her
Benefit Distribution Date shall be:
|
| (i) |
the
last day of the six-month period immediately following the date on
which
the Participant experiences a Termination of Employment if the Participant
is a Key Employee, and
|
| (ii) |
for
all other Participants, the date on which the Participant experiences
a
Termination of Employment; or
|
| (c) |
The
date on which the Committee is provided with proof that is satisfactory
to
the Committee of the Participant’s death, if the Participant dies prior to
the complete distribution of his or her vested Account Balance;
or
|
| (d) |
The
date on which the Participant becomes
Disabled.
|
| 1.8 |
“Board”
shall mean the board of directors of the
Company.
|
| 1.9 |
“Bonus”
shall mean the amount of “Performance-Based Bonus” and “Non
Performance-Based Bonus” compensation related to a Plan Year. For purposes
of this Plan, “Performance-Based Bonus” and “Non Performance-Based Bonus”
shall be defined as follows:
|
-
2
-
Huron
Consulting Group
Deferred
Compensation Plan
Master
Plan Document
| (a) |
“Performance-Based
Bonus” shall mean any compensation attributable to a Plan Year, in
addition to Base Salary, that is based on a performance period of
at least
twelve (12) months under any Employer’s annual bonus, cash incentive plan
or other arrangement designated by the Committee, and the payment
or
amount of which is contingent on pre-established organizational or
individual performance criteria, as determined by the Committee.
|
| (b) |
“Non
Performance-Based Bonus” shall mean any compensation attributable to a
Plan Year, in addition to Base Salary, that is earned under any Employer’s
annual bonus, cash incentive plan or other arrangement designated
by the
Committee, and the payment or amount of which is not contingent on
pre-established organizational or individual performance criteria,
as
determined by the Committee.
|
| 1.10 |
“Change
in Control” shall mean any “change in control event” as defined in
accordance with Code Section 409A and related Treasury guidance and
Regulations.
|
| 1.11 |
“Claimant”
shall have the meaning set forth in Section 14.1.
|
| 1.12 |
“Code”
shall mean the Internal Revenue Code of 1986, as it may be amended
from
time to time.
|
| 1.13 |
“Committee”
shall mean the committee described in
Article 12.
|
| 1.14 |
“Company”
shall mean Huron Consulting Group Inc., a Delaware corporation, and
any
successor to all or substantially all of the Company’s assets or
business.
|
| 1.15 |
“Company
Contribution Account” shall mean (i) the sum of the Participant’s Company
Contribution Amounts, plus (ii) amounts credited or debited to the
Participant’s Company Contribution Account in accordance with this Plan,
less (iii) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the Participant’s Company
Contribution Account.
|
| 1.16 |
“Company
Contribution Amount” shall mean, for any one Plan Year, the amount
determined in accordance with Section 3.5.
|
| 1.17 |
“Company
Restoration Matching Account” shall mean (i) the sum of all of a
Participant’s Company Restoration Matching Amounts, plus (ii) amounts
credited or debited to the Participant’s Company Restoration Matching
Account in accordance with this Plan, less (iii) all distributions
made to
the Participant or his or her Beneficiary pursuant to this Plan that
relate to the Participant’s Company Restoration Matching
Account.
|
| 1.18 |
“Company
Restoration Matching Amount” shall mean, for any one Plan Year, the amount
determined in accordance with Section 3.6.
|
| 1.19 |
“Death
Benefit” shall mean the benefit set forth in
Article 8.
|
| 1.20 |
“Deferral
Account” shall mean (i) the sum of all of a Participant's Annual Deferral
Amounts, plus (ii) amounts credited or debited to the Participant’s
Deferral Account in accordance with this Plan, less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant
to this Plan that relate to his or her Deferral Account.
|
| 1.21 |
“Director”
shall mean any member of the board of directors of any
Employer.
|
| 1.22 |
“Director
Fees” shall mean the annual fees earned by a Director from any Employer,
including retainer fees and meetings fees, as compensation for
serving on
the board of directors.
|
-
3
-
Huron
Consulting Group
Deferred
Compensation Plan
Master
Plan Document
| 1.23 |
“Disability”
or “Disabled” shall mean: (i) with respect to a Participant who is not
covered under an Employer’s disability insurance program, that such
Participant is unable to engage in any substantial gainful activity
by
reason of any medically determinable physical or mental impairment
which
can be expected to result in death or can be expected to last for
a
continuous period of not less than 12 months; and (ii) with respect
to a
Participant who is covered under an Employer’s disability insurance
program, that such Participant is by reason of any medically determinable
physical or mental impairment which can be expected to result in
death or
can be expected to last for a continuous period of not less than
12
months, receiving income replacement benefits for a period of not
less
than 3 months under the Employer’s accident or health plan covering such
Participant. For purposes of this Plan, a Participant shall be deemed
Disabled if determined to be totally disabled by the Social Security
Administration, or if determined to be disabled in accordance with
the
applicable disability insurance program of such Participant’s Employer,
provided that the definition of “disability” applied under such disability
insurance program complies with the requirements in the preceding
sentence.
|
| 1.24 |
“Disability
Benefit” shall mean the benefit set forth in
Article 7.
|
| 1.25 |
“Election
Form” shall mean the form, which may be in electronic format, established
from time to time by the Committee that a Participant completes,
signs and
returns to the Committee to make an election under the
Plan.
|
| 1.26 |
“Employee”
shall mean a person who is an employee of any
Employer.
|
| 1.27 |
“Employer(s)”
shall mean the Company and/or any of its subsidiaries (now in existence
or
hereafter formed or acquired) that have been selected by the Board
to
participate in the Plan and have adopted the Plan as a
sponsor.
|
| 1.28 |
“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as
it may
be amended from time to time.
|
| 1.29 |
“First
Plan Year” shall mean the period beginning July 1, 2006 and ending
December 31, 2006.
|
| 1.30 |
“401(k)
Plan” shall mean, with respect to an Employer, a plan qualified under Code
Section 401(a) that contains a cash or deferral arrangement described
in
Code Section 401(k), adopted by the Employer, as it may be amended
from
time to time, or any successor
thereto.
|
| 1.31 |
“Key
Employee” shall mean any Participant who is a “key employee” (as defined
in Code Section 416(i) without regard to paragraph (5) thereof) of
an
Employer whose stock is publicly traded on an established securities
market or otherwise, as determined by the Committee based upon the
12-month period ending on each December 31st (such
12-month period is referred to below as the “identification
period”).
All
Participants who are determined to be key employees under Code Section
416(i) (without
regard to paragraph (5) thereof) during
the identification period shall be treated as Key Employees for purposes
of the Plan during the 12-month period that begins on the first day
of the
4th
month following the close of such identification period.
|
| 1.32 |
“Participant”
shall mean any Employee or Director (i) who is selected to
participate in the Plan, (ii) who submits an executed Plan Agreement,
Election Form and Beneficiary Designation Form, which are accepted
by the
Committee, and (iii) whose Plan Agreement has not
terminated.
|
| 1.33 |
“Plan”
shall mean the Huron Consulting Group Deferred Compensation Plan,
which
shall be evidenced by this instrument and by each Plan Agreement,
as they
may be amended from time to
time.
|
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4
-
Huron
Consulting Group
Deferred
Compensation Plan
Master
Plan Document
| 1.34 |
“Plan
Agreement” shall mean a written agreement, as may be amended from time to
time, which is entered into by and between an Employer and a Participant.
Each Plan Agreement executed by a Participant and the Participant’s
Employer shall provide for the entire benefit to which such Participant
is
entitled under the Plan; should there be more than one Plan Agreement,
the
Plan Agreement bearing the latest date of acceptance by the Employer
shall
supersede all previous Plan Agreements in their entirety and shall
govern
such entitlement. The terms of any Plan Agreement may be different
for any
Participant, and any Plan Agreement may provide additional benefits
not
set forth in the Plan or limit the benefits otherwise provided under
the
Plan; provided, however, that any such additional benefits or benefit
limitations must be agreed to by both the Employer and the Participant.
|
| 1.35 |
“Plan
Year” shall, except for the First Plan Year,
mean a period beginning on January 1 of each calendar year and continuing
through December 31 of such calendar year.
|
| 1.36 |
“Retirement”,
“Retire(s)” or “Retire” shall mean, with respect to an Employee,
separation from service with all Employers for any reason other than
death
or Disability, as determined in accordance with Code Section 409A
and
related Treasury guidance and Regulations, on or after the date on
which
such Participant’s age equals fifty-nine (59); and shall mean with respect
to a Director who is not an Employee, separation from service as
a
Director with all Employers. If a Participant is both an Employee
and a
Director, Retirement shall not occur until he or she Retires as both
an
Employee and a Director.
|
| 1.37 |
“Retirement
Benefit” shall mean the benefit set forth in
Article 5.
|
| 1.38 |
“Scheduled
Distribution” shall mean the distribution set forth in Section
4.1.
|
| 1.39 |
“Terminate
the Plan”, “Termination of the Plan” shall mean, with respect to any
Employer, a determination by an Employer’s board of directors that (i)
all
of
its current Participants shall no longer be eligible to participate
in the
Plan, (ii) no new deferral elections for such Participants shall
be
permitted, and (iii) such Participants shall no longer be eligible
to
receive company contributions under this
Plan.
|
| 1.40 |
“Termination
Benefit” shall mean the benefit set forth in
Article 6.
|
| 1.41 |
“Termination
of Employment” shall mean the separation from service with all Employers,
voluntarily or involun-tarily, for any reason other than Retirement,
Disability or death, as determined in accordance with Code Section
409A
and related Treasury guidance and Regulations. If a Participant is
both an
Employee and a Director, a Termination of Employment shall occur
only upon
the termination of the last position
held.
|
| 1.42 |
“Trust”
shall mean one or more trusts established by the Company in accordance
with Article 15.
|
| 1.43 |
“Unforeseeable
Emergency” shall mean a severe financial hardship of the Participant or
his or her Beneficiary resulting from (i) an illness or accident of
the Participant or Beneficiary, the Participant’s or Beneficiary’s spouse,
or the Participant’s or Beneficiary’s dependent (as defined in Code
Section 152(a)), (ii) a loss of the Participant's or Beneficiary’s
property due to casualty, or (iii) such other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond
the
control of the Participant or the Participant’s Beneficiary, all as
determined in the sole discretion of the
Committee.
|
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Compensation Plan
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Plan Document
ARTICLE
2
Selection,
Enrollment, Eligibility
| 2.1 |
Selection
by Committee.
Participation in the Plan shall be limited to Directors and, as determined
by the Committee in its sole discretion, a select group of management
or
highly compensated Employees. From that group, the Committee shall
select,
in its sole discretion, those individuals who may participate in
this
Plan.
|
| 2.2 |
Enrollment
and Eligibility Requirements; Commencement of
Participation.
|
| (a) |
As
a condition to participation, each Director or selected Employee
who is
eligible to participate in the Plan effective as of the first day
of a
Plan Year shall complete, execute and return to the Committee a Plan
Agreement, an Election Form and a Beneficiary Designation Form, prior
to
the first day of such Plan Year, or such other earlier deadline as
may be
established by the Committee in its sole discretion. In addition,
the
Committee shall establish from time to time such other enrollment
requirements as it determines in its sole discretion, are necessary
or
desirable. With respect to the First Plan Year, or in the case of
a
Director or selected Employee who first becomes eligible to participate
in
this Plan after the first day of a Plan Year, each Director or selected
Employee must complete these requirements within thirty (30) days
of the
date on which such Director or Employee becomes eligible to participate
in
the Plan, or within such other earlier deadline as may be established
by
the Committee, in its sole discretion, in order to participate for
that
Plan Year. In such event, such person’s participation in this Plan shall
not commence earlier than the date determined by the Committee pursuant
to
Section 2.2(b)
and such person shall not be permitted to defer under this Plan any
portion of his or her Base Salary, Bonus and/or Director Fees that
are
paid with respect to services performed prior to his or her participation
commencement date, except to the extent permissible under Code Section
409A and related Treasury guidance or Regulations. Except as specifically
provided in this Section 2.2(a), with respect to any Plan Year after
the
First Plan Year, each Director or selected Employee must complete
these
requirements prior to the first day of such Plan Year, or such other
earlier deadline as may be established by the Committee in its sole
discretion.
|
| (b) |
Each
Director or selected Employee who is eligible to participate in
the Plan
shall commence participation in the Plan on the date that the Committee
determines, in its sole discretion, that the Director or Employee
has met
all enrollment requirements set forth in this Plan and required
by the
Committee, including returning all required documents to the Committee
within the specified time period. Notwithstanding the foregoing,
the
Committee shall process such Participant’s deferral election as soon as
administratively practicable after such deferral election is submitted
to
and accepted by the Committee.
|
| (c) |
If
a Director or an Employee fails to meet all requirements contained
in this
Section 2.2
within the period required, that Director or Employee shall not
be
eligible to participate in the Plan during such Plan
Year.
|
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Master
Plan Document
ARTICLE
3
Deferral
Commitments/Company Contribution Amounts/
Company
Restoration Matching Amounts/ Vesting/Crediting/Taxes
| 3.1 |
Minimum
Deferrals.
|
| (a) |
Annual
Deferral Amount.
For each Plan Year, a Participant may elect to defer, as his or her
Annual
Deferral Amount, Base Salary, Bonus and/or Director Fees in the following
minimum amounts for each deferral elected:
|
|
Deferral
|
Minimum
Amount for Each Deferral Source
|
Minimum
Aggregate Deferral Amount
|
|
Base
Salary
|
5%
|
$10,000
aggregate
|
|
Bonus:
- Performance-Based
Bonus
|
10%
|
|
|
- Non
Performance-Based Bonus
|
10%
|
|
|
Director
Fees
|
$0
|
$0
|
If
the
Committee determines, in its sole discretion, if as of the last day of the
election period that a Participant has made an election for less than the stated
minimum amounts, or if no election is made, the amount deferred shall be zero.
If the Committee determines, in its sole discretion, at any time after the
beginning of a Plan Year that a Participant has deferred less than the stated
minimum amounts for that Plan Year, any amount credited to the Participant’s
Account Balance as the Annual Deferral Amount for that Plan Year shall be
distributed to the Participant within sixty (60) days after the last day of
the
Plan Year in which the Committee determination was made.
| (b) |
Short
Plan Year.
Notwithstanding the foregoing, if a Participant first becomes a
Participant after the first day of a Plan Year, or in the case of
the
First Plan Year, the minimum aggregate deferral amount shall be an
amount
equal to the minimum set forth above, multiplied by a fraction, the
numerator of which is the number of complete months remaining in
the Plan
Year and the denominator of which is 12.
|
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Master
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| 3.2 |
Maximum
Deferral.
|
| (a) |
Annual
Deferral Amount.
For each Plan Year, a Participant may elect to defer, as his or her
Annual
Deferral Amount, Base Salary, Bonus and/or Director Fees up to the
following maximum percentages for each deferral elected:
|
|
Deferral
|
Maximum
Percentage
|
|
Base Salary
|
75%
|
|
Bonus
|
100%
|
|
Director
Fees
|
100%
|
| (b) |
Short
Plan Year.
Notwithstanding the foregoing, if a Participant first becomes a
Participant after the first day of a Plan Year, or
in the case of the First Plan Year, the maximum Annual Deferral Amount
shall be limited to the amount of compensation not yet earned by
the
Participant as of the date on which the Participant’s Plan Agreement and
Election Form become effective, except to the extent permissible
under
Code Section 409A and related Treasury guidance or Regulations. For
compensation that is earned based upon a specified performance period,
the
Participant’s deferral election will apply to the portion of such
compensation that is equal to (i) the total amount of compensation
for the
performance period, multiplied by (ii) a fraction, the numerator
of which
is the number of days remaining in the service period after the
Participant’s deferral election is made, and the denominator of which is
the total number of days in the performance period.
|
| 3.3 |
Election
to Defer; Effect of Election Form.
|
| (a) |
First
Year of Plan Participation.
In connection with a Participant’s commencement of participation in the
Plan, the Participant shall make an irrevocable deferral election
for the
Plan Year in which the Participant commences participation in the
Plan,
along with such other elections as the Committee deems necessary
or
desirable under the Plan. For these elections to be valid, the Election
Form must be completed and signed by the Participant, timely delivered
to
the Committee (in accordance with Section 2.2
above) and accepted by the Committee.
|
| (b) |
General
Timing Rule for Deferral Elections in Subsequent Plan
Years.
For each succeeding Plan Year, a Participant may elect to defer Base
Salary, Bonus and Director Fees, and make such other elections as
the
Committee deems necessary or desirable under the Plan by timely delivering
a new Election Form to the Committee, in accordance with its rules
and
procedures, before the December 31st
preceding the Plan Year in which such compensation is earned, or
before
such other deadline established by the Committee in accordance with
the
requirements of Code Section 409A and related Treasury guidance or
Regulations. Any deferral election(s) made in accordance with this
Section
3.3(b)
for a Plan Year shall be irrevocable for that Plan Year; provided,
however, that if the Committee requires Participants to make a deferral
election for “performance-based compensation” by the deadline(s) described
above, it may, in its sole discretion, and in accordance with Code
Section
409A and related Treasury guidance or Regulations, permit a Participant
to
subsequently change his or her deferral election for such compensation
by
submitting an Election Form to the Committee no later than the deadline
established by the Committee pursuant to Section 3.3(c)
below.
|
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Consulting Group
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Master
Plan Document
| (c) |
Performance-Based
Compensation.
Notwithstanding
the foregoing, the Committee may determine that an irrevocable deferral
election pertaining to “performance-based compensation” based on services
performed over a period of at least twelve (12) months, may be made
by
timely delivering an Election Form to the Committee, in accordance
with
its rules and procedures, no later than six (6) months before the
end of
the performance service period. “Performance-based compensation” shall be
compensation, the payment or amount of which is contingent on
pre-established organizational or individual performance criteria,
which
satisfies the requirements of Code Section 409A and related Treasury
guidance or Regulations. In order to be eligible to make a deferral
election for performance-based compensation, a Participant must perform
services continuously from a date no later than the date upon which
the
performance criteria for such compensation are established through
the
date upon which the Participant makes a deferral election for such
compensation. In no event shall an election to defer performance-based
compensation be permitted after such compensation has become both
substantially certain to be paid and readily
ascertainable.
|
| (d) |
Compensation
Subject to Risk of Forfeiture.
With respect to compensation (i) to which a Participant has a legally
binding right to payment in a subsequent year, and (ii) that is subject
to
a forfeiture condition requiring the Participant’s continued services for
a period of at least twelve (12) months from the date the Participant
obtains the legally binding right, the Committee may determine that
an
irrevocable deferral election for such compensation may be made by
timely
delivering an Election Form to the Committee in accordance with its
rules
and procedures, no later than the 30th day after the Participant
obtains
the legally binding right to the compensation, provided that the
election
is made at least twelve (12) months in advance of the earliest date
at
which the forfeiture condition could
lapse.
|
| 3.4 |
Withholding
and Crediting of Annual Deferral Amounts.
For each Plan Year, the Base Salary portion of the Annual Deferral
Amount
shall be withheld from each regularly scheduled Base Salary payroll
in
equal amounts, as adjusted from time to time for increases and decreases
in Base Salary. The Bonus and/or Director Fees portion of the Annual
Deferral Amount shall be withheld at the time the Bonus and/or Director
Fees are or otherwise would be paid to the Participant, whether or
not
this occurs during the Plan Year itself. Annual Deferral Amounts
shall be
credited to a Participant’s Deferral Account as of the date such amounts
would otherwise have been paid to the Participant.
|
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Consulting Group
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| 3.5 |
Company
Contribution Amount.
|
| (a) |
For
each Plan Year, an Employer may be required to credit amounts to
a
Participant’s Company Contribution Account in accordance with employment
or other agreements entered into between the Participant and the
Employer.
Such amounts shall be credited on the date or dates prescribed by
such
agreements.
|
| (b) |
For
each Plan Year, an Employer, in its sole discretion, may, but is
not
required to, credit any amount it desires to any Participant’s Company
Contribution Account under this Plan, which amount shall be for that
Participant the Company Contribution Amount for that Plan Year. The
amount
so credited to a Participant may be smaller or larger than the amount
credited to any other Participant, and the amount credited to any
Participant for a Plan Year may be zero, even though one or more
other
Participants receive a Company Contribution Amount for that Plan
Year. The
Company Contribution Amount described in this Section 3.5(b),
if any, shall be credited on a date or dates to be determined by
the
Committee, in its sole discretion.
|
| 3.6 |
Company
Restoration Matching Amount.
A
Participant’s Company Restoration Matching Amount for any Plan Year shall
be an amount determined by the Committee, in its sole discretion,
to make
up for certain limits applicable to the 401(k) Plan or other qualified
plan for such Plan Year, as identified by the Committee, or for such
other
purposes as determined by the Committee in its sole discretion. The
amount
so credited to a Participant under this Plan for any Plan Year (i)
may be
smaller or larger than the amount credited to any other Participant,
and
(ii) may differ from the amount credited to such Participant in the
preceding Plan Year. The Participant’s Company Restoration Matching
Amount, if any, shall be credited on a date or dates to be determined
by
the Committee, in its sole discretion, but in no event later than
April
1st
of
the Plan Year following the Plan Year to which the Company Restoration
Matching Amount relates.
|
| 3.7 |
Crediting
of Amounts after Benefit Distribution.
Notwithstanding any provision in this Plan to the contrary, should
the
complete distribution of a Participant’s vested Account Balance occur
prior to the date on which any portion of (i) the Annual Deferral
Amount
that a Participant has elected to defer in accordance with Section
3.3,
(ii) the Company Contribution Amount, or (iii) the Company Restoration
Matching Amount, would otherwise be credited to the Participant’s Account
Balance, such amounts shall not be credited to the Participant’s Account
Balance, but shall be paid to the Participant in a manner determined
by
the Committee, in its sole discretion.
|
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Consulting Group
Deferred
Compensation Plan
Master
Plan Document
| 3.8 |
Vesting.
|
| (a) |
A
Participant shall at all times be 100% vested in his or her Deferral
Account.
|
| (b) |
A
Participant shall be vested in his or her Company Contribution Account
in
accordance with the vesting schedule(s) set forth in his or her Plan
Agreement, employment agreement or any other agreement entered into
between the Participant and his or her Employer. If not addressed
in such
agreements, a Participant shall vest in his or her Company Contribution
Account in accordance with the vesting schedule declared by the Committee
in its sole discretion.
|
| (c) |
A
Participant shall be 100% vested in each Company Restoration Matching
Amount as of the date such amount is credited to the Participant’s Company
Restoration Matching Account (as determined in accordance with Section
3.6).
For purposes of clarification, in order to receive vesting credit
for a
Company Restoration Matching Amount, the Participant must remain
in the
continuous service of an Employer through the date on which such
amount is
actually credited to the Company Restoration Matching Account.
|
| (d) |
Notwithstanding
anything to the contrary contained in this Section 3.8,
in the event of a Change in Control, or upon a Participant’s Retirement,
death while employed by an Employer, or Disability, a Participant’s
Company Contribution Account shall immediately become 100% vested
(if it
is not already vested in accordance with the above vesting
schedules).
|
| (e) |
Notwithstanding
subsection 3.8(d)
above, the vesting schedule for a Participant’s Company Contribution
Account shall not be accelerated upon a Change in Control to the
extent
that the Committee determines that such acceleration would cause
the
deduction limitations of Section 280G of the Code to become effective.
|
| (f) |
Section
3.8(e)
shall not prevent the acceleration of the vesting schedule applicable
to a
Participant’s Company Contribution Account if such Participant is entitled
to a “gross-up” payment, to eliminate the effect of the Code section 4999
excise tax, pursuant to his or her employment agreement or other
agreement
entered into between such Participant and the
Employer.
|
| 3.9 |
Crediting/Debiting
of Account Balances.
In accordance with, and subject to, the rules and procedures that
are
established from time to time by the Committee, in its sole discretion,
amounts shall be credited or debited to a Participant’s Account Balance in
accordance with the following
rules:
|
| (a) |
Measurement
Funds.
The Participant may elect one or more of the measurement funds selected
by
the Committee, in its sole discretion, which are based on certain
mutual
funds (the “Measurement Funds”), for the purpose of crediting or debiting
additional amounts to his or her Account Balance. As necessary, the
Committee may, in its sole discretion, discontinue, substitute or
add a
Measurement Fund. If
a Measurement Fund is eliminated or discontinued, a Participant affected
by such action will be permitted to amend his/her investment
election(s).
|
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Consulting Group
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Compensation Plan
Master
Plan Document
| (b) |
Election
of Measurement Funds.
A
Participant, in connection with his or her initial deferral election
in
accordance with Section 3.3(a)
above, shall elect, on the Election Form, one or more Measurement
Fund(s)
(as described in Section 3.9(a)
above) to be used to determine the amounts to be credited or debited
to
his or her Account Balance. If a Participant does not elect any of
the
Measurement Funds as described in the previous sentence, the Participant’s
Account Balance shall automatically be allocated into the lowest-risk
Measurement Fund, as determined by the Committee, in its sole discretion.
The Participant may (but is not required to) elect, by submitting
an
Election Form to the Committee that is accepted by the Committee,
to add
or delete one or more Measurement Fund(s) to be used to determine
the
amounts to be credited or debited to his or her Account Balance,
or to
change the portion of his or her Account Balance allocated to each
previously or newly elected Measurement Fund. If an election is made
in
accordance with the previous sentence, it shall apply as of the first
business day deemed reasonably practicable by the Committee, in its
sole
discretion, and shall continue thereafter for each subsequent day
in which
the Participant participates in the Plan, unless changed in accordance
with the previous sentence. Notwithstanding the foregoing, the Committee,
in its sole discretion, may impose limitations on the frequency with
which
one or more of the Measurement Funds elected in accordance with this
Section may be added or deleted by such Participant; furthermore,
the
Committee, in its sole discretion, may impose limitations on the
frequency
with which the Participant may change the portion of his or her Account
Balance allocated to each previously or newly elected Measurement
Fund.
|
| (c) |
Proportionate
Allocation.
In making any election described in Section 3.9(b)
above, the Participant shall specify on the Election Form, in increments
of one percent (1%), the percentage of his or her Account Balance
or
Measurement Fund, as applicable, to be
allocated/reallocated.
|
| (d) |
Crediting
or Debiting Method.
The performance of each Measurement Fund (either positive or negative)
will be determined on a daily basis based on the manner in which
such
Participant’s Account Balance has been hypothetically allocated among the
Measurement Funds by the
Participant.
|
| (e) |
No
Actual Investment.
Notwithstanding any other provision of this Plan that may be interpreted
to the contrary, the Measurement Funds are to be used for measurement
purposes only, and a Participant’s election of any such Measurement Fund,
the allocation of his or her Account Balance thereto, the calculation
of
additional amounts and the crediting or debiting of such amounts
to a
Participant’s Account Balance shall not
be
considered or construed in any manner as an actual investment of
his or
her Account Balance in any such Measurement Fund. In the event that
the
Company or the Trustee (as that term is defined in the Trust), in
its own
discretion, decides to invest funds in any or all of the investments
on
which the Measurement Funds are based, no Participant shall have
any
rights in or to such investments themselves. Without limiting the
foregoing, a Participant’s Account Balance shall at all times be a
bookkeeping entry only and shall not represent any investment made
on his
or her behalf by the Company or the Trust; the Participant shall
at all
times remain an unsecured creditor of the
Company.
|
| 3.10 |
FICA
and Other Taxes.
|
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Master
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| (a) |
Annual
Deferral Amounts.
For each Plan Year in which an Annual Deferral Amount is being withheld
from a Participant, the Participant’s Employer(s) shall withhold from that
portion of the Participant’s Base Salary and/or Bonus that is not being
deferred, in a manner determined by the Employer(s), the Participant’s
share of FICA and other employment taxes required to be withheld
with
respect to such Annual Deferral Amount. If necessary, the Committee
may
reduce the Annual Deferral Amount in order to comply with this Section
3.10.
|
| (b) |
Company
Restoration Matching Account and Company Contribution
Account.
When a Participant becomes vested in a portion of his or her Company
Restoration Matching Account and/or Company Contribution Account,
the
Participant’s Employer(s) shall withhold from that portion of the
Participant’s Base Salary and/or Bonus that is not deferred, in a manner
determined by the Employer(s), the Participant’s share of FICA and other
employment taxes required to be withheld with respect to such Company
Restoration Matching Amount and/or Company Contribution Amount. If
necessary, the Committee may reduce the vested portion of the
Participant’s Company Restoration Matching Account or Company Contribution
Account, as applicable, in order to comply with this Section 3.10.
|
| (c) |
Distributions.
The Participant’s Employer(s), or the trustee of the Trust, shall withhold
from any payments made to a Participant under this Plan all Federal,
state
and local income, employment and other taxes required to be withheld
by
the Employer(s), or the trustee of the Trust, in connection with
such
payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust.
|
ARTICLE
4
Scheduled
Distribution; Unforeseeable Emergencies
| 4.1 |
Scheduled
Distribution.
In connection with each election to defer an Annual Deferral Amount,
a
Participant may irrevocably elect to receive a Scheduled Distribution,
in
the form of a lump sum payment, from the Plan with respect to all
or a
portion of the Annual Deferral Amount. The Scheduled Distribution
shall be
a lump sum payment in an amount that is equal to the portion of the
Annual
Deferral Amount the Participant elected to have distributed as a
Scheduled
Distribution, plus amounts credited or debited in the manner provided
in
Section 3.9
above on that amount, calculated as of the close of business on or
around
the date on which the Scheduled Distribution becomes payable, as
determined by the Committee in its sole discretion. Subject to the
other
terms and conditions of this Plan, each Scheduled Distribution elected
shall be paid out during a sixty (60) day period commencing immediately
after the first day of any Plan Year designated by the Participant
(the
“Scheduled Distribution Date”). The Plan Year designated by the
Participant must be at least three (3) Plan Years after the end of
the
Plan Year to which the Participant’s deferral election described in
Section 3.3
relates, unless otherwise provided on an Election Form approved by
the
Committee in its sole discretion. By way of example, if a Scheduled
Distribution is elected for Annual Deferral Amounts that are earned
in the
Plan Year commencing January 1, 2007, the earliest Scheduled
Distribution Date that may be designated by a Participant would be
January
1, 2011, and the Scheduled Distribution would become payable during
the
sixty (60) day period commencing immediately after such Scheduled
Distribution Date.
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Compensation Plan
Master
Plan Document
| 4.2 |
Postponing
Scheduled Distributions.
A
Participant may elect to postpone a Scheduled Distribution described
in
Section 4.1
above, and have such amount paid out during a sixty (60) day period
commencing immediately after an allowable alternative distribution
date
designated by the Participant in accordance with this Section 4.2.
In order to make this election, the Participant must submit a new
Scheduled Distribution Election Form to the Committee in accordance
with
the following criteria:
|
| (a) |
Such
Scheduled Distribution Election Form must be submitted to and accepted
by
the Committee in its sole discretion at least twelve (12) months
prior to
the Participant’s previously designated
Scheduled
Distribution Date;
|
| (b) |
The
new Scheduled Distribution Date selected by the Participant must
be the
first day of a Plan Year, and must be at least five (5) years after
the
previously
designated Scheduled Distribution Date;
and
|
| (c) |
The
election of the new Scheduled Distribution Date shall have no effect
until
at least twelve (12) months after the date on which the election
is
made.
|
| 4.3 |
Other
Benefits Take Precedence Over Scheduled
Distributions
Should a Benefit Distribution Date (as defined in Section 1.7)
occur that triggers a benefit under Articles 5, 6, 7 or 8, any Annual
Deferral Amount that is subject to a Scheduled Distribution election
under
Section 4.1
shall not be paid in accordance with Section 4.1,
but shall be paid in accordance with the other applicable
Article.
Notwithstanding the foregoing, the Committee shall interpret this
Section
4.3
in
a manner that is consistent with Code Section 409A and related Treasury
guidance and Regulations.
|
| 4.4 |
Unforeseeable
Emergencies.
|
| (a) |
If
the Participant experiences an Unforeseeable Emergency, the Participant
may petition the Committee to receive a partial or full payout from
the
Plan, subject to the provisions set forth below.
|
| (b) |
The
payout, if any, from the Plan shall not exceed the lesser of (i)
the
Participant’s vested Account Balance, calculated as of the close of
business on or around the date on which the amount becomes payable,
as
determined by the Committee in its sole discretion, or (ii) the amount
necessary to satisfy the Unforeseeable Emergency, plus amounts necessary
to pay Federal, state, or local income taxes or penalties reasonably
anticipated as a result of the distribution. Notwithstanding the
foregoing, a Participant may not receive a payout from the Plan to
the
extent that the Unforeseeable Emergency is or may be relieved (A)
through
reimbursement or compensation by insurance or otherwise, (B) by
liquidation of the Participant’s assets, to the extent the liquidation of
such assets would not itself cause severe financial hardship or (C)
by
cessation of deferrals under this Plan.
|
| (c) |
If
the Committee, in its sole discretion, approves a Participant’s petition
for payout from the Plan, the Participant shall receive a payout
from the
Plan within sixty (60) days of the date of such approval, and the
Participant’s deferrals under the Plan shall be terminated as of the date
of such approval.
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| (d) |
In
addition, a Participant’s deferral elections under this Plan shall be
terminated to the extent the Committee determines, in its sole discretion,
that termination of such Participant’s deferral elections is required
pursuant to Treas. Reg. §1.401(k)-1(d)(3) for the Participant to obtain a
hardship distribution from an Employer’s 401(k) Plan. If the Committee
determines, in its sole discretion, that a termination of the
Participant’s deferrals is required in accordance with the preceding
sentence, the Participant’s deferrals shall be terminated as soon as
administratively practicable following the date on which such
determination is made.
|
| (e) |
Notwithstanding
the foregoing, the Committee shall interpret all provisions relating
to a
payout and/or termination of deferrals under this Section 4.4
in
a manner that is consistent with Code Section 409A and related Treasury
guidance and Regulations.
|
ARTICLE
5
Retirement
Benefit
| 5.1 |
Retirement
Benefit.
A
Participant who Retires shall receive, as a Retirement Benefit, his
or her
vested Account Balance, calculated as of the close of business on
or
around the Participant’s Benefit Distribution Date, as determined by the
Committee in its sole discretion.
|
| 5.2 |
Payment
of Retirement Benefit.
|
| (a) |
A
Participant, in connection with his or her commencement of participation
in the Plan, shall elect on an Election Form to receive the Retirement
Benefit in a lump sum or pursuant to an Annual Installment Method
of up to
fifteen (15) years. If a Participant does not make any election with
respect to the payment of the Retirement Benefit, then such Participant
shall be deemed to have elected to receive the Retirement Benefit
in a
lump sum.
|
| (b) |
A
Participant may change the form of payment of the Retirement Benefit
by
submitting an Election Form to the Committee in accordance with the
following criteria:
|
| (i) |
The
election to modify the Retirement Benefit shall have no effect until
at
least twelve (12) months after the date on which the election is
made; and
|
| (ii) |
The
first Retirement Benefit payment shall be delayed at least five (5)
years
from the Participant’s originally scheduled Benefit Distribution Date
described in Section 1.7(a).
|
For
purposes of applying the requirements above, the right to receive the Retirement
Benefit in installment payments shall be treated as the entitlement to a single
payment. The Committee shall interpret all provisions relating to changing
the
Retirement Benefit election under this Section 5.2
in a
manner that is consistent with Code Section 409A and related Treasury guidance
or Regulations.
The
Election Form most recently accepted by the Committee that has become effective
shall govern the payout of the Retire-ment Benefit.
| (c) |
Notwithstanding
the foregoing, in the event the Participant’s vested Account Balance at
the time of his or her Benefit Distribution Date is less than $50,000,
the
Participant’s entire vested Account Balance shall be paid to the
Participant in a lump sum.
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| (d) |
The
lump sum payment shall be made, or installment payments shall commence,
no
later than sixty (60) days after the Participant’s Benefit
Distribution Date. Remaining installments, if any, shall be paid
no later
than sixty (60) days after the first day of each Plan Year following
the
Plan Year in which the Participant’s first installment payment was
distributed.
|
ARTICLE
6
Termination
Benefit
| 6.1 |
Termination
Benefit.
A
Participant who experiences a Termination of Employment shall receive,
as
a Termination Benefit, his or her vested Account Balance, calculated
as of
the close of business on or around the Participant’s Benefit Distribution
Date, as determined by the Committee in its sole
discretion.
|
| 6.2 |
Payment
of Termination Benefit.
The Termination Benefit shall be paid to the Participant in a lump
sum
payment no later than sixty (60) days after the Participant’s Benefit
Distribution Date.
|
ARTICLE
7
Disability
Benefit
| 7.1 |
Disability
Benefit.
Upon
a Participant’s Disability, the Participant shall receive a Disability
Benefit, which shall be equal to the Participant’s vested Account Balance,
calculated as of the close of business on or around the Participant’s
Benefit Distribution Date, as selected by the Committee in its sole
discretion.
|
| 7.2 |
Payment
of Disability Benefit. The
Disability Benefit shall be paid to the Participant in a lump sum
payment
no later than sixty (60) days after the Participant’s Benefit Distribution
Date.
|
ARTICLE
8
Death
Benefit
| 8.1 |
Death
Benefit.
The
Participant’s Beneficiary(ies) shall receive a Death Benefit upon the
Participant’s death prior to payment of all benefits to which the
Participant is entitled under the Plan, which will be equal to the
Participant’s vested Account Balance, calculated as of the close of
business on or around the Participant’s Benefit Distribution Date, as
selected by the Committee in its sole
discretion.
|
| 8.2 |
Payment
of Death Benefit.
The Death Benefit shall be paid to the Participant’s Beneficiary(ies) in a
lump sum payment no later than sixty (60) days after the Participant’s
Benefit Distribution Date.
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ARTICLE
9
Beneficiary
Designation
| 9.1 |
Beneficiary.
Each Participant shall have the right, at any time, to designate
his or
her Beneficiary(ies) (both primary as well as contingent) to receive
any
benefits payable under the Plan to a beneficiary upon the death of
a
Participant. The Beneficiary designated under this Plan may be the
same as
or different from the Beneficiary designation under any other plan
of an
Employer in which the Participant
participates.
|
| 9.2 |
Beneficiary
Designation; Change; Spousal Consent.
A
Participant shall designate his or her Beneficiary by completing
and
signing the Beneficiary Designation Form, and returning it to the
Committee or its designated agent. A Participant shall have the right
to
change a Beneficiary by completing, signing and otherwise complying
with
the terms of the Beneficiary Designation Form and the Committee’s rules
and procedures, as in effect from time to time. Upon the acceptance
by the
Committee of a new Beneficiary Designation Form, all Beneficiary
designations previously filed shall be canceled. The Committee shall
be
entitled to rely on the last Beneficiary Designation Form filed by
the
Participant and accepted by the Committee prior to his or her
death.
|
| 9.3 |
Acknowledgment.
No designation or change in designation of a Beneficiary shall be
effective until received by the Committee or its designated
agent.
|
| 9.4 |
No
Beneficiary Designation.
If a Participant fails to designate a Beneficiary as provided in
Sections 9.1,
9.2
and 9.3
above or, if all designated Beneficiaries predecease the Participant
or
die prior to complete distribution of the Participant’s benefits, then the
Participant’s designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Participant has no surviving spouse, the
benefits
remaining under the Plan to be paid to a Beneficiary shall be payable
to
the executor or personal representative of the Participant’s
estate.
|
| 9.5 |
Doubt
as to Beneficiary.
If the Committee has any doubt as to the proper Beneficiary to receive
payments pursuant to this Plan, the Committee shall have the right,
exercisable in its discretion, to cause the Participant’s Employer to
withhold such payments until this matter is resolved to the Committee’s
satisfaction.
|
| 9.6 |
Discharge
of Obligations.
The payment of benefits under the Plan to a Beneficiary shall fully
and
completely discharge all Employers and the Committee from all further
obligations under this Plan with respect to the Participant, and
that
Participant’s Plan Agreement shall terminate upon such full payment of
benefits.
|
ARTICLE
10
Leave
of Absence
| 10.1 |
Paid
Leave of Absence.
If a Participant is authorized by the Participant’s Employer to take a
paid leave of absence from the employment of the Employer, and such
leave
of absence does not constitute a separation from service, as determined
by
the Committee in accordance with Code Section 409A and related Treasury
guidance and Regulations, (i) the Participant shall continue to be
considered eligible for the benefits provided in Articles 4, 5, 6,
7 or 8
in accordance with the provisions of those Articles, and (ii) the
Annual
Deferral Amount shall
continue to be withheld during such paid leave of absence in accordance
with Section 3.3.
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| 10.2 |
Unpaid
Leave of Absence.
If a Participant is authorized by the Participant’s Employer to take an
unpaid leave of absence from the employ-ment of the Employer for
any
reason, and such leave of absence does not constitute a separation
from
service, as determined by the Committee in accordance with Code Section
409A and related Treasury guidance and Regulations, such Participant
shall
continue to be eligible for the benefits provided in Articles 4,
5, 6, 7
or 8 in accordance with the provisions of those Articles. However,
the
Participant shall be excused from fulfilling his or her Annual Deferral
Amount commitment that would otherwise have been withheld during
the
remainder of the Plan Year in which the unpaid leave of absence is
taken.
During the unpaid leave of absence, the Participant shall not be
allowed
to make any additional deferral elections. However, if the Participant
returns to employment, the Participant may elect to defer an Annual
Deferral Amount for the Plan Year following his or her return to
employment and for every Plan Year thereafter while a Participant
in the
Plan, provided such deferral elections are otherwise allowed and
an
Election Form is delivered to and accepted by the Committee for each
such
election in accordance with Section 3.3
above.
|
| 10.3 |
Leaves
Resulting in Separation from Service.
In the event that a Participant’s leave of absence from his or her
Employer does constitute a separation from service, as determined
by the
Committee in accordance with Code Section 409A and related Treasury
guidance and Regulations, the Participant’s vested Account Balance shall
be distributed to the Participant in accordance with Article 5 or
6 of
this Plan, as applicable.
|
ARTICLE
11
Termination
of Plan, Amendment or Modification
| 11.1 |
Termination
of Plan.
Although each Employer anticipates that it will continue the Plan
with
respect to its eligible employees for an indefinite period of time,
there
is no guarantee that any Employer will continue to participate in
the Plan
or will not terminate its participation the Plan at any time in the
future. Accordingly, each Employer reserves the right to Terminate
the
Plan. Following a Termination of the Plan as to an Employer, Participant
Account Balances shall remain in the Plan until the Participant becomes
eligible for the benefits provided in Articles 4, 5, 6, 7 or 8 in
accordance with the provisions of those Articles. The
Termination of the Plan as to an Employer shall not adversely affect
any
benefits that accrued under the Plan as of the date of termination.
The
Company may Terminate the Plan with respect to all Employers.
Notwithstanding the foregoing, to the extent permissible under Code
Section 409A and related Treasury guidance or Regulations, during
the
thirty (30) days preceding or within twelve (12) months following
a Change
in Control an Employer shall be permitted to (i) terminate the Plan
by
action of its board of directors, and (ii) if so terminated, Employer
shall distribute the vested Account Balances to affected Participants
in a
lump sum no later than twelve (12) months after the Change in Control,
provided that all other substantially similar arrangements sponsored
by
such Employer are also terminated and all balances in such arrangements
are distributed within twelve (12) months of the termination of such
arrangements.
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| 11.2 |
Amendment.
|
| (a) |
The
Company may, at any time, amend or modify the Plan in whole or in
part
with respect to that Employer. Notwithstanding the foregoing, (i)
no
amendment or modification shall be effective to decrease the value
of a
Participant's vested Account Balance in existence at the time the
amendment or modification is made, and (ii) no amendment or modification
of this Section 11.2
or
Section 12.2
of
the Plan shall be effective.
|
| (b) |
Notwithstanding
any provision of the Plan to the contrary, in the event that the
Company
determines that any provision of the Plan may cause amounts deferred
under
the Plan to become immediately taxable to any Participant under Code
Section 409A, and related Treasury guidance or Regulations, the Company
may (i) adopt such amendments to the Plan and appropriate policies
and
procedures, including amendments and policies with retroactive effect,
that the Company determines necessary or appropriate to preserve
the
intended tax treatment of the Plan benefits provided by the Plan
and/or
(ii) take such other actions as the Company determines necessary
or
appropriate to comply with the requirements of Code Section 409A,
and
related Treasury guidance or Regulations.
|
| 11.3 |
Plan
Agreement.
Despite the provisions of Sections 11.1
and 11.2
above, if a Participant’s Plan Agreement contains benefits or limitations
that are not in this Plan document, the Employer may only amend or
terminate such provisions with the written consent of the
Participant.
|
| 11.4 |
Effect
of Payment.
The full payment of the Participant’s vested Account Balance under
Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries
under
this Plan, and the Participant’s Plan Agreement shall
terminate.
|
ARTICLE
12
Administration
| 12.1 |
Committee
Duties.
Except as otherwise provided in this Article 12, this Plan shall
be
administered by a Committee, which shall consist of the Board, or
such
committee as the Board shall appoint. Members of the Committee may
be
Participants under this Plan. The Committee shall also have the discretion
and authority to (i) make, amend, interpret, and enforce all
appropriate rules and regulations for the administra-tion of this
Plan,
and (ii) decide or resolve any and all ques-tions, including benefit
entitlement determinations and interpretations of this Plan, as may
arise
in connection with the Plan. Any individual serving on the Committee
who
is a Participant shall not vote or act on any matter relating solely
to
himself or herself. When making a determination or calculation, the
Committee shall be entitled to rely on information furnished by a
Participant, the Company or related Employers.
In
exercising its authority to control and manage the operation and
administration of the Plan, the Committee may allocate all or any
part of
its responsibilities and powers to any one or more of its members
and may
delegate all or any part of its responsibilities and powers to any
person
or persons selected by it. Any such allocation or delegation may be
revoked at any time. Any member or delegate exercising Committee
responsibilities and powers under this subsection shall periodically
report to the Committee on its exercise thereof and the discharge
of such
responsibilities.
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| 12.2 |
Administration
Upon Change In Control.
Within one hundred and twenty (120) days following a Change in Control,
the individuals who comprised the Committee immediately prior to
the
Change in Control (whether or not such individuals are members of
the
Committee following the Change in Control) may, by written consent
of the
majority of such individuals, appoint an independent third party
administrator (the “Administrator”) to perform any or all of the
Committee’s duties described in Section 12.1
above, including without limitation, the power to determine any questions
arising in connection with the administration or interpretation of
the
Plan, and the power to make benefit entitlement determinations. Upon
and
after the effective date of such appointment, (i) the Company must
pay all
reasonable administrative expenses and fees of the Administrator,
and (ii)
the Administrator may only be terminated with the written consent
of the
majority of Participants with an Account Balance in the Plan as of
the
date of such proposed termination.
|
| 12.3 |
Agents.
In the administration of this Plan, the Committee or the Administrator,
as
applicable, may, from time to time, employ agents and delegate to
them
such administrative duties as it sees fit (including acting through
a duly
appointed representative) and may from time to time consult with
counsel
|
| 12.4 |
Binding
Effect of Decisions.
The decision or action of the Committee or Administrator, as applicable,
with respect to any question arising out of or in connection with
the
administration, interpretation and application of the Plan and the
rules
and regulations promulgated hereunder shall be final and conclusive
and
binding upon all persons having any interest in the
Plan.
|
| 12.5 |
Indemnity
of Committee.
The Company shall indemnify and hold harmless the members of the
Committee, any Employee to whom the duties of the Committee may be
delegated, and the Administrator against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure
to act
with respect to this Plan, except in the case of willful misconduct
by the
Committee, any of its members, any such Employee or the
Administrator.
|
| 12.6 |
Employer
Information.
To enable the Committee and/or Administrator to perform its functions,
the
Company and each Employer shall supply full and timely information
to the
Committee and/or Administrator, as the case may be, on all matters
relating to the Plan, the Trust, the Participants and their Beneficiaries,
the Account Balances of the Participants, the compensation of its
Participants, the date and circum-stances of the Retirement, Disability,
death or Termination of Employment of its Participants, and such
other
pertinent information as the Committee or Administrator may reasonably
require.
|
ARTICLE
13
Other
Benefits and Agreements
| 13.1 |
Coordination
with Other Benefits.
The benefits provided for a Participant and Participant's Beneficiary
under the Plan are in addition to any other benefits available
to such
Participant under any other plan or program for employees of the
Participant’s Employer. The Plan shall supplement and shall not supersede,
modify or amend any other such plan or program except as may otherwise
be
expressly provided.
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ARTICLE
14
Claims
Procedures
| 14.1 |
Presentation
of Claim.
Any Participant or Beneficiary of a deceased Participant (such Participant
or Beneficiary being referred to below as a “Claimant”) may deliver to the
Committee a written claim for a determination with respect to the
amounts
distributable to such Claimant from the Plan. If such a claim relates
to
the contents of a notice received by the Claimant, the claim must
be made
within sixty (60) days after such notice was received by the
Claimant. All other claims must be made within 180 days of the date
on which the event that caused the claim to arise occurred. The claim
must
state with particularity the determination desired by the
Claimant.
|
| 14.2 |
Notification
of Decision.
The Committee shall consider a Claimant’s claim within a reasonable time,
but no later than ninety (90) days after receiving the claim. If
the
Committee determines that special circumstances require an extension
of
time for processing the claim, written notice of the extension shall
be
furnished to the Claimant prior to the termination of the initial
ninety
(90) day period. In no event shall such extension exceed a period
of
ninety (90) days from the end of the initial period. The extension
notice
shall indicate the special circumstances requiring an extension of
time
and the date by which the Committee expects to render the benefit
determination. The Committee shall notify the Claimant in
writing:
|
| (a) |
that
the Claimant’s requested determination has been made, and that the claim
has been allowed in full; or
|
| (b) |
that
the Committee has reached a conclusion contrary, in whole or in part,
to
the Claimant's requested determination, and such notice must set
forth in
a manner calculated to be understood by the
Claimant:
|
| (i) |
the
specific reason(s) for the denial of the claim, or any part of
it;
|
| (ii) |
specific
reference(s) to pertinent provisions of the Plan upon which such
denial
was based;
|
| (iii) |
a
description of any additional material or information necessary for
the
Claimant to perfect the claim, and an explanation of why such material
or
information is necessary;
|
| (iv) |
an
explanation of the claim review procedure set forth in
Section 14.3
below; and
|
| (v) |
a
statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a) following an adverse benefit determination on
review.
|
| 14.3 |
Review
of a Denied Claim.
On or before sixty (60) days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a
Claimant
(or the Claimant’s duly authorized representative) may file with the
Committee a written request for a review of the denial of the claim.
The
Claimant (or the Claimant’s duly authorized
representative):
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| (a) |
may,
upon request and free of charge, have reasonable access to, and copies
of,
all documents, records and other information relevant (as defined
in
applicable ERISA regulations) to the claim for
benefits;
|
| (b) |
may
submit written comments or other documents;
and/or
|
| (c) |
may
request a hearing, which the Committee, in its sole discretion, may
grant.
|
| 14.4 |
Decision
on Review.
The Committee shall render its decision on review promptly, and no
later
than sixty (60) days after the Committee receives the Claimant’s
written request for a review of the denial of the claim. If the Committee
determines that special circumstances require an extension of time
for
processing the claim, written notice of the extension shall be furnished
to the Claimant prior to the termination of the initial sixty (60)
day
period. In no event shall such extension exceed a period of sixty
(60)
days from the end of the initial period. The extension notice shall
indicate the special circumstances requiring an extension of time
and the
date by which the Committee expects to render the benefit determination.
In rendering its decision, the Committee shall take into account
all
comments, documents, records and other information submitted by the
Claimant relating to the claim, without regard to whether such information
was submitted or considered in the initial benefit determination.
The
decision must be written in a manner calculated to be understood
by the
Claimant, and it must contain:
|
| (a) |
specific
reasons for the decision;
|
| (b) |
specific
reference(s) to the pertinent Plan provisions upon which the decision
was
based;
|
| (c) |
a
statement that the Claimant is entitled to receive, upon request
and free
of charge, reasonable access to and copies of, all documents, records
and
other information relevant (as defined in applicable ERISA regulations)
to
the Claimant’s claim for benefits;
and
|
| (d) |
a
statement of the Claimant’s right to bring a civil action under ERISA
Section 502(a).
|
| 14.5 |
Legal
Action.
A
Claimant’s compliance with the foregoing provisions of this
Article 14 is a mandatory prerequisite to a Claimant’s right to
commence any legal action with respect to any claim for benefits
under
this Plan.
|
ARTICLE
15
Trust
| 15.1 |
Establishment
of the Trust.
In order to provide assets from which to fulfill the obligations
of the
Participants and their beneficiaries under the Plan, the Company
may
establish a trust by a trust agreement with a third party, the trustee,
to
which each Employer may, in its discretion, contribute cash or other
property, including securities issued by the Company, to provide
for the
benefit payments under the Plan, (the “Trust”).
|
| 15.2 |
Interrelationship
of the Plan and the Trust.
The provisions of the Plan and the Plan Agreement shall govern the
rights
of a Participant to receive distributions pursuant to the Plan. The
provisions of the Trust shall govern the rights of the Employers
and the
creditors of the Employers to the assets transferred to the Trust.
Each
Employer shall at all times remain liable to carry out its obligations
under the Plan.
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| 15.3 |
Distributions
From the Trust.
Each Employer’s obligations under the Plan may be satisfied with Trust
assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Employer's obligations under this
Plan.
|
ARTICLE
16
Miscellaneous
| 16.1 |
Status
of Plan.
The Plan is intended to be a plan that is not qualified within the
meaning
of Code Section 401(a) and that “is unfunded and is maintained by an
employer primarily for the purpose of providing deferred compensation
for
a select group of management or highly compensated employees” within the
meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan
shall
be administered and interpreted (i) in a manner consistent with that
intent, and (ii) in accordance with Code Section 409A and related
Treasury
guidance and Regulations.
|
| 16.2 |
Unsecured
General Creditor.
Participants and their Beneficiaries, heirs, successors and assigns
shall
have no legal or equitable rights, interests or claims in any property
or
assets of an Employer. For purposes of the payment of benefits under
this
Plan, any and all of an Employer’s assets shall be, and remain, the
general, unpledged unrestricted assets of the Employer. An Employer’s
obligation under the Plan shall be merely that of an unfunded and
unsecured promise to pay money in the
future.
|
| 16.3 |
Employer's
Liability.
An Employer’s liability for the payment of benefits shall be defined only
by the Plan and the Plan Agreement, as entered into between the Employer
and a Participant. An Employer shall have no obligation to a Participant
under the Plan except as expressly provided in the Plan and his or
her
Plan Agreement.
|
| 16.4 |
Nonassignability.
Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise
encumber, transfer, hypothecate, alienate or convey in advance of
actual
receipt, the amounts, if any, payable hereunder, or any part thereof,
which are, and all rights to which are expressly declared to be,
unassignable and non-transferable. No part of the amounts payable
shall,
prior to actual payment, be subject to seizure, attachment, garnishment
or
sequestration for the payment of any debts, judgments, alimony or
separate
maintenance owed by a Participant or any other person, be transferable
by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency or be transferable to a spouse as a result
of a
property settlement or otherwise.
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| 16.5 |
Not
a Contract of Employment or Service.
The terms and conditions of this Plan shall not be deemed to constitute
a
contract of employment between any Employer and the Participant.
Such
employment is hereby acknowledged to be an “at will” employment
relationship that can be terminated at any time for any reason, or
no
reason, with or without cause, and with or without notice, unless
expressly provided in a written employment agreement. Nothing in
this Plan
shall be deemed to give a Participant the right to be retained in
the
service of any Employer, either as an Employee or a Director, or
to
inter-fere with the right of any Employer to discipline or discharge
the
Participant at any time.
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Huron
Consulting Group
Deferred
Compensation Plan
Master
Plan Document
| 16.6 |
Furnishing
Information.
A
Participant or his or her Beneficiary will cooperate with the Committee
by
furnishing any and all information requested by the Committee and
take
such other actions as may be requested in order to facilitate the
administra-tion of the Plan and the payments of benefits hereunder,
including but not limited to taking such physical examinations as
the
Committee may deem necessary.
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| 16.7 |
Terms.
Whenever any words are used herein in the masculine, they shall be
construed as though they were in the feminine in all cases where
they
would so apply; and whenever any words are used herein in the singular
or
in the plural, they shall be construed as though they were used in
the
plural or the singular, as the case may be, in all cases where they
would
so apply.
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| 16.8 |
Captions.
The captions of the articles, sections and paragraphs of this Plan
are for
convenience only and shall not control or affect the meaning or
construction of any of its
provisions.
|
| 16.9 |
Governing
Law.
Subject to ERISA, the provisions of this Plan shall be construed
and
interpreted according to the internal laws of the State of Delaware
without regard to its conflicts of laws principles.
|
| 16.10 |
Notice.
Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered,
or
sent by registered or certified mail, to the address below:
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|
Huron
Consulting Group Inc.
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Attn:
Vice President - Human Resources
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|
550
West Van Buren Street, Suite 1700
|
|
Chicago,
Illinois 60607
|
Such
notice shall be deemed given as of the date of delivery or, if delivery is
made
by mail, as of the date shown on the postmark on the receipt for registration
or
certification.
Any
notice or filing required or permitted to be given to a Participant under this
Plan shall be sufficient if in writing and hand-delivered, or sent by mail,
to
the last known address of the Participant.
| 16.11 |
Successors.
The provisions of this Plan shall bind and inure to the benefit
of the
Participant’s Employer and its successors and assigns and the Participant
and the Participant’s designated
Beneficiaries.
|
| 16.12 |
Spouse's
Interest.
The interest in the benefits hereunder of a spouse of a Participant
who
has predeceased the Participant shall automatically pass to the
Participant and shall not be transferable by such spouse in any
manner,
including but not limited to such spouse's will, nor shall such
interest
pass under the laws of intestate
succession.
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| 16.13 |
Validity.
In case any provision of this Plan shall be illegal or invalid
for any
reason, said illegality or invalidity shall not affect the remaining
parts
hereof, but this Plan shall be construed and enforced as if such
illegal
or invalid provision had never been inserted
herein.
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Huron
Consulting Group
Deferred
Compensation Plan
Master
Plan Document
| 16.14 |
Incompetent.
If the Committee determines in its discretion that a benefit under
this
Plan is to be paid to a minor, a person declared incompetent or to
a
person incapable of handling the disposition of that person's property,
the Committee may direct payment of such benefit to the guardian,
legal
representative or person having the care and custody of such minor,
incompetent or incapable person. The Committee may require proof
of
minority, incompetence, incapacity or guardianship, as it may deem
appropriate prior to distribution of the benefit. Any payment of
a benefit
shall be a payment for the account of the Participant and the
Participant's Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment
amount.
|
| 16.15 |
Court
Order.
The Committee is authorized to comply with any court order in any
action
in which the Plan or the Committee has been named as a party, including
any action involving a determination of the rights or interests in
a
Participant’s benefits under the Plan. In
addition, if necessary to comply with a qualified domestic relations
order, as defined in ERISA, pursuant to which a court has determined
that
a spouse or former spouse of a Participant has an interest in the
Participant’s benefits under the Plan, the Committee, in its sole
discretion, shall have the right to immediately distribute the spouse’s or
former spouse’s interest in the Participant’s benefits under the Plan to
such spouse or former spouse. Notwithstanding
the foregoing, the Committee shall interpret the provisions of this
Section in a manner that is consistent with Code Section 409A and
other
applicable tax law.
|
| 16.16 |
Distribution
in the Event of Income Inclusion Under 409A.
If
any portion of a Participant’s Account Balance under this Plan is required
to be included in income by the Participant prior to receipt due
to a
failure of this Plan to meet the requirements of Code Section 409A
and
related Treasury guidance or Regulations, the Participant may petition
the
Committee or Administrator, as applicable, for a distribution of
that
portion of his or her Account Balance that is required to be included
in
his or her income. Upon the grant of such a petition, which grant
shall
not be unreasonably withheld, the Participant's Employer shall distribute
to the Participant immediately available funds in an amount equal
to the
portion of his or her Account Balance required to be included in
income as
a result of the failure of the Plan to meet the requirements of Code
Section 409A and related Treasury guidance or Regulations, which
amount
shall not exceed the Participant's unpaid vested Account Balance
under the
Plan. If the petition is granted, such distribution shall be made
within
ninety (90) days of the date when the Participant's petition is granted.
Such a distribution shall affect and reduce the Participant’s benefits to
be paid under this Plan.
|
| 16.17 |
Deduction
Limitation on Benefit Payments.
If an Employer reasonably anticipates that the Employer’s deduction with
respect to any distribution from this Plan would be limited or eliminated
by application of Code Section 162(m), then to the extent deemed
necessary
by the Employer to ensure that the entire amount of any distribution
from
this Plan is deductible, the Employer may delay payment of any amount
that
would otherwise be distributed from this Plan. Any amounts for which
distribution is delayed pursuant to this Section shall continue to
be
credited/debited with additional amounts in accordance with Section
3.9
above. The delayed amounts (and any amounts credited thereon) shall
be
distributed to the Participant (or his or her Beneficiary in the
event of
the Participant's death) at the earliest date the Employer reasonably
anticipates that the deduction of the payment of the amount will
not be
limited or eliminated by application of Code Section
162(m).
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Huron
Consulting Group
Deferred
Compensation Plan
Master
Plan Document
| 16.18 |
Insurance.
The Employers, on their own behalf or on behalf of the trustee of
the
Trust, and, in their sole discretion, may apply for and procure insurance
on the life of the Participant, in such amounts and in such forms
as the
Trust may choose. The Employers or the trustee of the Trust, as the
case
may be, shall be the sole owner and beneficiary of any such insurance.
The
Participant shall have no interest whatsoever in any such policy
or
policies, and at the request of the Employers shall submit to medical
examinations and supply such information and execute such documents
as may
be required by the insurance company or companies to whom the Employers
have applied for insurance.
|
IN
WITNESS WHEREOF, the Company has signed this Plan document as of July 1,
2006.
“Company”
Huron
Consulting Group Inc.
a
Delaware corporation
By:
/s/ Mary Sawall
Title:
Vice President, Human Resources
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