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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 19, 2011
Date of Report (Date of earliest event reported)
Huron Consulting Group Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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000-50976
(Commission
File Number)
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01-0666114
(IRS Employer
Identification Number) |
550 West Van Buren Street
Chicago, Illinois
60607
(Address of principal executive offices)
(Zip Code)
(312) 583-8700
(Registrants 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On July 19, 2011, Huron Consulting Group Inc. (the Company) announced that James K. Rojas,
currently Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer,
has ceased acting as Chief Financial Officer and Treasurer effective July 18, 2011 in connection
with the appointment of C. Mark. Hussey as Executive Vice President, Chief Financial Officer and
Treasurer as discussed below. Mr. Rojas will continue to serve as Executive Vice President and
Chief Operating Officer of the Company.
(c) On July 19, 2011, the Company announced the appointment of C. Mark Hussey as Executive Vice
President, Chief Financial Officer and Treasurer, effective July 18, 2011.
Mr. Hussey, age 50, joins the Company from Crosscom National, LLC, a privately held professional
information technology services organization deploying and servicing in-store technology solutions
for large, national retailers. He held the position of Chief Financial Officer since 2002 and was
responsible for all finance and administrative functions for the company.
Mr. Hussey will be paid a salary of $325,000 in 2011 and will be eligible for an annual cash bonus of $227,500 and
an annual long-term incentive stock bonus of $195,000, all of which are prorated based on his term of employment. Mr. Hussey will also be granted 10,000 shares of restricted stock effective August 1, 2011. The restricted stock
award has a fair value of $296,200 based on the closing price of HURN common stock as of July 18, 2011 and
will vest ratably over four years ending on August 1, 2015. Additionally, Mr. Hussey entered into a Senior
Management Agreement with the Company effective as of July 18, 2011, as summarized below.
Senior Management Agreement for C. Mark Hussey
On July 11, 2011, the Company entered into a Senior Management Agreement, effective as of July
18, 2011, with C. Mark Hussey, Executive Vice President, Chief Financial Officer and Treasurer of
the Company (the Hussey Agreement). Set forth below is a brief description of the material terms
of the Hussey Agreement.
Term of the Hussey Agreement: The Hussey Agreement covers a term beginning on July
18, 2011, and continuing until July 18, 2012. Following the expiration of that initial term, the
Hussey Agreement will be automatically renewed every 12 months, unless Mr. Hussey or the Company
provides 60 days notice to the other that such automatic renewal shall cease. The Hussey Agreement
may be earlier terminated by Mr. Hussey or the Company pursuant to its terms.
Base Salary: The Hussey Agreement entitles Mr. Hussey to an annual base salary. The
amount of such base salary is not specified in the Hussey Agreement. The Chief Executive Officer of
the Company will review Mr. Husseys compensation annually, based on his performance and the
Companys other compensation policies. Mr. Husseys base salary may not be reduced without his
consent unless such reduction is part of a comparable overall reduction for members of senior
management of the Company.
Annual Bonus: Each calendar year Mr. Hussey will be eligible for an annual bonus in
an amount determined by the Compensation Committee based on the Companys and Mr. Husseys
performance and the Companys compensation policies.
Equity Awards: Mr. Hussey will generally be eligible to participate in the Companys
equity plans, with the amount and terms of any equity awards being in the sole discretion of the
Compensation Committee based on the Companys and Mr. Husseys performance and the Companys
compensation policies.
Other Benefits: Mr. Hussey will be eligible to participate in the Companys various
health and welfare benefit plans for its similarly-situated key management employees.
Post-Termination Payments: If Mr. Husseys employment is terminated by the Company
without Cause or he resigns for Good Reason, in either case, Mr. Hussey will be entitled to: (i)
severance pay in an amount equal to six months base salary (Severance Pay), (ii) pro rata vesting
of any outstanding equity awards granted to Mr. Hussey prior to 2011 and (iii) continuation of
medical benefits for six months upon the same terms as exist from
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time to time for active similarly-situated executives of the Company. The receipt of such
benefits is conditioned upon Mr. Husseys compliance with the covenants, representations,
warranties and agreements contained in the Hussey Agreement, as well as the execution and
acceptance of the terms and conditions of a general release in the standard form used by the
Company.
Good Reason is defined in the Hussey Agreement to mean a resignation, not in connection with
a Change of Control (as defined in the Hussey Agreement), following a change in Mr. Husseys
primary location of employment to a location that is more than 75 miles from Chicago, Illinois.
Change of Control: If (i) Mr. Husseys employment is terminated by the Company
without Cause or if he resigns for a CoC Good Reason (as defined in the Hussey Agreement and
summarized below), in either case, within two years following a Change of Control or (ii) Mr.
Hussey reasonably demonstrates that his termination by the Company (or an event which, had it
occurred after a Change of Control, would have constituted a CoC Good Reason) prior to a Change of
Control was attributable to, or intended to facilitate, a Change of Control or was at the request
of a third party acting to effect a Change of Control, and a Change of Control actually occurs
within 12 months of such termination or resignation (each of (i) and (ii), a Qualifying
Termination), then Mr. Hussey will be entitled to: (a) cash equal to the target amount of his
annual bonus (the Target Bonus) for the year of termination or resignation, prorated based on the
number of days employed in the year of termination or resignation, (b) cash equal to the sum of his
annual base salary and Target Bonus, if any, for the year of termination or resignation and (c)
continuation of medical benefits for one year following the date of such termination or resignation
upon the same terms as exist for him immediately prior to the termination or resignation date. In
addition, in the case of a Qualifying Termination that occurs prior to a Change of Control, Mr.
Hussey will be provided with a cash payment equal to the difference between (i) the amount of the
premium paid by him for continuation of medical benefits under COBRA between the date of the
Qualifying Termination and the date of the Change of Control and (ii) the amount of the premium
that Mr. Hussey would have paid for medical coverage during such period had his coverage been
continued during such period upon the same terms as existed for him immediately prior to the
termination or resignation date. All of Mr. Husseys outstanding equity grants that were awarded
at or prior to the time of the Change of Control will fully vest upon the occurrence of a
Qualifying Termination. The receipt of the benefits described in this paragraph is conditioned on
Mr. Husseys compliance with the covenants, warranties, representations and agreements set forth in
the Hussey Agreement, as well as his execution and acceptance of the terms and conditions of a
general release in the standard form used by the Company.
CoC Good Reason is defined in the Hussey Agreement to mean certain adverse changes in
anticipation of, or within two years following, a Change of Control including: (a) any material
breach of the Hussey Agreement by the Company, (b) any material adverse change in Mr. Husseys
status, responsibilities or position with the Company, (c) any material reduction in his base
salary or Target Bonus, other than in connection with an across-the-board reduction in base
salaries applicable in like proportions to all similarly-situated executives of the Company and any
direct or indirect parent of the Company, (d) assignment of duties to Mr. Hussey that are
materially inconsistent with his position and the responsibilities described in the Hussey
Agreement or (e) requiring Mr. Hussey to be principally based at any location that is more than 75
miles from Chicago, Illinois.
The Hussey Agreement further provides that if any amount, right or benefit paid or payable to
Mr. Hussey under the Hussey Agreement or any other plan, program or arrangement would constitute an
excess parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the
Code), subject to the excise tax imposed by Section 4999 of the Code, then the amount of payments
payable to Mr. Hussey under the Hussey Agreement will be reduced to the extent necessary so that no
portion of such payments is subject to such excise tax.
The foregoing description of the terms of the Hussey Agreement does not purport to be a
complete description of the Hussey Agreement and is qualified in its entirety by reference to the
text of the Hussey Agreement, which is attached as Exhibit 10.1 to this Form 8-K and is
incorporated by reference into this Item 5.02.
(e) The information required under this Item is incorporated by reference in its entirety by Item
5.02 (c) above.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Senior Management Agreement by and between Huron Consulting
Group Inc. and C. Mark Hussey |
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10.2
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Press Release Huron Consulting Group Appoints C. Mark
Hussey as Executive Vice President, Chief Financial Officer and Treasurer |
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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.
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Huron Consulting Group Inc.
(Registrant)
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Date: July 19, 2011 |
/s/ James K. Rojas
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James K. Rojas |
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Executive Vice President and Chief Operating
Officer |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
10.1
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Senior Management Agreement by and between Huron Consulting Group
Inc. and C. Mark Hussey |
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10.2
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Press Release Huron Consulting Group Appoints C. Mark Hussey as Executive Vice
President, Chief Financial Officer and Treasurer |
exv10w1
Exhibit 10.1
SENIOR MANAGEMENT AGREEMENT
BY AND BETWEEN
HURON CONSULTING GROUP INC.
AND
C. MARK HUSSEY
SENIOR MANAGEMENT AGREEMENT
SENIOR MANAGEMENT AGREEMENT (the Agreement), effective as of July 18, 2011 (the Effective
Date), by and between Huron Consulting Group Inc., a Delaware corporation (Huron), and C. Mark
Hussey (Executive).
PRELIMINARY RECITALS
A. WHEREAS, Huron and its affiliates are engaged in the business of providing diversified
business consulting services (the Business). For purposes of this Agreement (except where the
context contemplates otherwise), the term the Company shall include Huron, its subsidiaries and
assignees and any successors in interest of the Company and its subsidiaries; and
B. WHEREAS, the Company currently employs Executive and desires to continue to employ
Executive from and after the Effective Date, and Executive desires to continue to be so employed by
the Company, as set forth herein.
NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties
hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Employment.
1.1 Title and Duties. The Company agrees to continue to employ Executive, and
Executive agrees to accept such continuing employment with the Company, as Executive Vice
President, Chief Financial Officer, and Treasurer for the Employment Period, in accordance with the
terms and conditions of this Agreement. During the Employment Period, Executive shall have such
responsibilities, duties and authorities as are customarily assigned to such position and shall
render such services or act in such capacity for the Company and its affiliates as the Chief
Executive Officer (the CEO) of Huron Consulting Group Inc. (Huron) shall from time to time
direct. Executive shall perform the duties and carry out the responsibilities assigned to
Executive, to the best of Executives ability, in a trustworthy and businesslike manner for the
purpose of advancing the business of the Company and its affiliates. Executive acknowledges that
Executives duties and responsibilities hereunder will require Executives full business time and
effort and agrees that, during the Employment Period, Executive will not engage in any other
business activity or have any business pursuits or interests which materially interfere or conflict
with the performance of Executives duties hereunder; provided that Executive may, with the
approval of the General Counsel of Huron and the CEO or his designee, serve on the board of other
corporations or charitable organizations and engage in charitable activities, community affairs,
and teaching. Executive shall engage in travel as reasonably required in the performance of
Executives duties.
1.2 Employment Period. The employment of Executive under this Agreement shall
continue from and after the Effective Date and shall continue through the first anniversary of the
Effective Date (the Initial Period). Commencing on the first anniversary of the Effective Date
and on each anniversary of the expiration of the Initial Period thereafter, the employment of
Executive under this Agreement shall automatically renew and extend for an
additional year, unless one of the parties shall deliver to the other sixty (60) days advance
written notice of the cessation of such automatic renewal. Employment Period shall mean the
Initial Period and any automatic extensions of Executives employment under this Agreement.
Notwithstanding anything to the contrary contained herein, the Employment Period is subject to
termination prior to the date of expiration thereof pursuant to this Section 1.2 and Sections 1.3,
1.4 and 1.5.
1.3 Termination Upon Death. If Executive dies during the Employment Period,
Executives employment shall automatically terminate on the date of Executives death.
1.4 Termination by the Company.
(a) The Company may terminate Executives employment hereunder upon written notice to
Executive as described in Section 10.5. Such termination shall be effective upon the date
notice of such termination is given pursuant to Section 10.5 unless such notice shall
otherwise provide.
(b) For purposes of this Agreement, Cause means the occurrence of any of the
following events, as determined in the reasonable good faith judgment of the CEO:
(i) the failure of Executive to perform Executives material duties (unless
such failure relates to any disability, sickness or injury of Executive) which
failure continues for twenty (20) days after the Company has given written notice to
Executive specifying in reasonable detail the manner in which Executive has failed
to perform such duties and affording opportunity to cure;
(ii) commission by Executive of an act or omission (A) constituting (x) a
felony, (y) dishonesty with respect to the Company or (z) fraud, or (B) that (x)
could reasonably be expected to adversely and materially affect the Companys
business or reputation, or (y) involves moral turpitude;
(iii) the breach, non-performance or non-observance of any of the material
terms of this Agreement (other than a breach, non-performance or non-observance
described in clause (i) of this Section 1.4(b)), or any other agreement to which
Executive and the Company are parties, by Executive, if such breach, non-performance
or non-observance shall continue beyond a period of twenty (20) days immediately
after written notice thereof given by the Company to Executive; or
(iv) any breach, non-performance or non-observance of any of Sections 6.3, 6.4
or 6.5 of this Agreement; provided, however, that if any such breach,
non-performance or non-observance is curable, no Cause will exist if the situation
is resolved to the satisfaction of the Company and Executive within ten (10) days of
notification of Executive of the breach, non-performance or non-observance.
(c) Executive shall be deemed to have a Permanent Disability for purposes of this
Agreement if Executive is eligible to receive benefits under the Companys long-term
disability plan then covering Executive.
1.5 Termination by Executive. Except as otherwise provided herein, Executive shall
give sixty (60) days notice to the Company prior to the effectiveness of any resignation of
Executives employment with the Company. Executives termination of employment shall be deemed to
be on account of Good Reason if (a)(i) the Company gives notice to Executive that, during the
Employment Period, Executives primary location of employment with the Company will change to a
location that is more than fifty (50) miles from Executives primary location of employment with
the Company in Chicago, Illinois, if (ii) Executive gives notice to the Company that the Company
has materially failed to comply with any material term of this Agreement, or (iii) the Company
materially reduces Executives base salary or benefits coverage, provided that such reduction is
without Executives consent, is not warranted by the Companys financial condition, and is not a
change that applies uniformly to similarly-situated Company executives, (b) the Company does not
rescind (or otherwise cure) such event or condition within the sixty (60) day period following the
occurrence of such event or, if applicable, the date of the notice from Executive to the Company,
and (c) Executive resigns her employment within thirty (30) days after the end of such sixty (60)
day cure period. The Company and Executive agree that a relocation of more than fifty (50) miles
from Executives primary location of employment in Chicago, Illinois would be a material adverse
change in Executives employment with the Company. Any notice from Executive to the Company under
Section 1.5(a)(ii) or (iii) shall be provided within thirty (30) days after Executive first has
knowledge of the applicable event or condition.
2. Compensation.
2.1 Base Salary. As consideration for the services of Executive hereunder, the
Company shall pay Executive an annual base salary (the Base Salary), payable in accordance with
the Companys customary payroll practices as in effect from time to time. At the conclusion of the
Initial Period, the CEO shall perform an annual review of Executives compensation based on
Executives performance of Executives duties and the Companys other compensation policies. The
term Base Salary shall include any changes to the Base Salary from time to time.
2.2 Bonus Programs. For each calendar year, Executive shall be eligible for an annual
bonus in an amount determined by the Compensation Committee of the Board (the Compensation
Committee) based on Executives performance of Executives duties and the Companys other
compensation policies (the Annual Bonus). The actual Annual Bonus paid will be based on the
Company and Executive performance. Executives right to any bonus payable pursuant to this Section
2.2 shall be contingent upon Executive being employed by the Company on the date the Annual Bonus
is generally paid to executives of the Company.
3. Equity Award. Executive shall generally be eligible to participate in Hurons
equity plans from time to time, with the amount of any equity awards, and the terms and conditions
under which they are granted being in the sole discretion of the Compensation Committee based on
Executives performance of Executives duties and the Companys other compensation policies. Such
equity awards shall be subject to the terms of the applicable equity incentive plan of the Company
and granting agreement.
4. Benefits and Expenses.
4.1 Benefits. During the Employment Period, Executive shall be eligible to
participate in the various health and welfare benefit plans maintained by the Company for its
similarly-situated key management employees from time to time, including but not limited to paid
vacation, medical and dental insurance, and disability and life insurance at levels as are provided
from time to time to similarly-situated executives of the Company.
4.2 Business Expenses. The Company shall reimburse Executive for all ordinary,
necessary and reasonable travel and other business expenses incurred by Executive in connection
with the performance of Executives duties hereunder, in accordance with the Company policy. Such
reimbursement shall be made upon presentation of itemized expense statements and such other
supporting documentation as the Company may reasonably require. To the extent that any such
reimbursements are taxable to Executive (Taxable Reimbursements), such reimbursements shall be
paid to Executive only if (a) the expenses are incurred and reimbursable pursuant to a
reimbursement plan that provides an objectively determinable nondiscretionary definition of the
expenses that are eligible for reimbursement and (b) the expenses are incurred during the
Employment Period. With respect to any Taxable Reimbursements, the amount of the expenses that are
eligible for reimbursement during one calendar year may not affect the amount of reimbursements to
be provided in any subsequent calendar year, the reimbursement of an eligible expense shall be made
on or before the last day of the calendar year following the calendar year in which the expense was
incurred, and the right to reimbursement of the expenses shall not be subject to liquidation or
exchange for any other benefit.
5. Compensation After Termination.
5.1 Termination For Cause; Resignation Without Good Reason. If, Executives
employment is terminated by the Company for Cause or if Executive resigns her employment other than
for Good Reason during the Employment Period then, except as required by law, the Company shall
have no further obligations to Executive (except payment of the Base Salary accrued through the
date of said termination), and the Company shall continue to have all other rights available
hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in
equity).
5.2 Termination Without Cause; Resignation For Good Reason.
(a) If Executives employment is terminated by the Company without Cause or Executive
resigns for Good Reason, then, subject to the terms and conditions of this Agreement,
Executive shall be entitled to receive the following amounts and benefits:
(i) Severance pay (Severance Pay) in an amount equal to the Base Salary that
otherwise would have been payable if Executives employment hereunder had continued
until the last day of the Initial Period (with a minimum of six (6) months Base
Salary) or, after the Initial Period, in an amount equal six (6) months Base Salary,
which Severance Pay, in either case, shall be payable to Executive in a lump sum
within sixty (60) days following Executives termination of employment; and
(ii) Continuation of medical benefits during the unexpired portion of the
Initial Period (with a minimum of six (6) months) or, after the Initial Period,
for six (6) months, in either case, upon the same terms as exist from time to
time for active similarly-situated executives of the Company, which benefits shall
be considered part of, and not in addition to, any coverage required under COBRA.
(b) The Company shall have no other obligations under this Agreement or otherwise for
periods from and after Executives employment termination date (except payment of the Base
Salary accrued through the date of said termination), and the Company shall continue to
have all other rights available hereunder (including, without limitation, all rights under
the Restrictive Covenants at law or in equity).
5.3 Termination Due To Death, Permanent Disability. If Executives employment is
terminated due to Executives Permanent Disability or if Executive dies during the Employment
Period, then, subject to the terms and conditions of this Agreement, (a) Executive or Executives
estate, as the case may be, shall be entitled to receive, in addition to any amounts Executive may
be entitled to receive under the Companys long-term disability plan or other benefit plans,
payment of Base Salary through the date of termination, and (b) Executive and/or Executives
eligible dependents shall receive continuation of medical benefits upon the same terms as exist
immediately prior to the termination of employment for similarly-situated active executives of the
Company for the three (3)-month period immediately following the termination of employment (which
benefits shall be considered part of, and not in addition to, any coverage required under COBRA).
The Company shall have no other obligations under this Section 5.3 or otherwise with respect to
Executives employment from and after the termination date and the Company shall continue to have
all other rights available hereunder (including, without limitation, all rights under the
Restrictive Covenants at law or in equity).
5.4 Change of Control.
(a) The provisions of Sections 5.2 and 5.3 hereof to the contrary notwithstanding but
subject to the other terms and conditions of this Agreement, if (i) Executive is terminated
by the Company without Cause or Executive resigns her employment for CoC Good Reason
(defined below) in either case during the period commencing on a Change of Control (defined
below) and ending on the second anniversary of the Change of Control (such two-year period
being the Protection Period hereunder), or (ii) Executive reasonably demonstrates that the
Companys termination of Executives employment (or event which, had it occurred following a
Change of Control, would have constituted CoC Good Reason) prior to a Change of Control was
attributable to or intended to facilitate a Change of Control or was at the request or
instigation of a third party who was taking steps reasonably calculated to effect a Change
of Control (or otherwise in contemplation of a Change of Control) and a Change of Control
actually occurs within twelve (12) months of such termination or resignation of Executive (
a Qualifying Termination), then, subject to the terms and conditions of this Agreement,
Executive shall be entitled to receive the following payments and benefits:
(i) an amount in cash equal to the then-prevailing target amount of Executives
Annual Bonus (Target Bonus) for the year of termination or resignation multiplied
by a fraction, the numerator of which is the number of completed days of employment
by Executive (including the date of termination or
resignation) during the year of termination or resignation and the denominator
of which is 365;
(ii) an amount in cash equal to the sum of Executives annual Base Salary and
Target Bonus, if any, for the year of termination or resignation; and
(iii) continuation of medical benefits until the first anniversary of the date
of such termination or resignation upon the same terms as exist for Executive
immediately prior to the termination or resignation date (which benefits shall be
considered part of, and not in addition to, any coverage required under COBRA).
Following any termination or resignation of Executives employment pursuant to this Section
5.4, the Company shall continue to have all other rights available hereunder (including,
without limitation, all rights under the Restrictive Covenants and any restrictive covenants
set forth in any plan, award and agreement applicable to Executive, at law or in equity).
Subject to Executives execution of the Release described in Section 5.5, the payments
described in clauses (i) and (ii) (Change of Control Severance Pay) shall be paid in a
lump sum within sixty (60) days following Executives termination or resignation of
employment (or, in the case of a Qualifying Termination that occurs prior to the Change of
Control, within sixty (60) days following the Change of Control). If the Qualifying
Termination occurs prior to a Change of Control, in addition to the benefits described in
clause (iii) of this Section 5.4(a), Executive shall be paid a lump sum cash payment equal
to the difference between (I) the applicable premium paid by Executive for continuation of
medical benefits under COBRA from the date of the Qualifying Termination through the date of
the Change of Control (the Pre-CIC Coverage Period) and (II) the amount of the applicable
premium that would have been paid by Executive for continuation of medical benefits during
the Pre-CIC Coverage Period had the provisions of Section 5.4(a)(iii) been given effect from
the date of the Qualifying Termination, which payment shall be made in a lump sum within
sixty (60) days following the Change of Control. If (and to the extent) that the benefits
provided pursuant to Section 5.4(a)(iii) are taxable to Executive and are subject to Section
409A of the Internal Revenue Code of 1986, as amended (the Code), the amount of the
expenses that are eligible for reimbursement during one calendar year may not affect the
amount of reimbursements to be provided in any subsequent calendar year, the reimbursement
of an eligible expense shall be made on or before the last day of the calendar year
following the calendar year in which the expense was incurred, and the right to
reimbursement of the expenses shall not be subject to liquidation or exchange for any other
benefit.
(b) Payments and benefits under Section 5.4(a) shall not be subject to mitigation or
offset, except that medical benefits may be offset by comparable benefits obtained by
Executive in connection with subsequent employment. Nothing in this Section 5.4 is intended
to result in duplication of benefits provided by other provisions of this Agreement.
(c) Anything set forth in any equity plan, equity award or any other provision of this
Agreement between the Company and Executive to the contrary notwithstanding, all of
Executives outstanding equity grants that were awarded at or prior to the time of the
Change of Control shall fully vest upon the occurrence of a Qualifying Termination.
(d) The Change of Control Severance Pay shall be in lieu of the Severance Pay otherwise
for a termination under Section 5.2 of this Agreement and any other plan or agreement of the
Company, whether adopted before or after the date hereof, which provides severance payments
or benefits. For the avoidance of doubt, Executive shall not be entitled to payments and
benefits under both this Section 5.4 and any other provision of this Section 5 as the result
of her termination of employment.
(e) If it is determined that any amount, right or benefit paid or payable (or otherwise
provided or to be provided) to Executive by the Company or any of its affiliates under this
Agreement or any other plan, program or arrangement under which Executive participates or is
a party (collectively, the Payments), would constitute an excess parachute payment
within the meaning of Section 280G of the Code, subject to the excise tax imposed by Section
4999 of the Code, as amended from time to time (the Excise Tax), then the amount of the
Payments payable to Executive under this Agreement shall be reduced (a Reduction) to the
extent necessary so that no portion of such Payments payable to Executive is subject to the
Excise Tax.
All determinations required to be made under this Section 5.4(e) and the assumptions to
be utilized in arriving at such determination, shall be made by an independent, nationally
recognized accounting firm mutually acceptable to the Company and Executive (the Auditor);
provided that in the event a Reduction is required, Executive may determine which Payments
shall be reduced in order to comply with the provisions of Section 5.4(e); provided,
however, that Executive may not determine such order with respect to any payments that are
subject to Section 409A of the Code. The Auditor shall promptly provide detailed supporting
calculations to both the Company and Executive following any determination that a Reduction
is necessary. All fees and expenses of the Auditor shall be paid by the Company. All
determinations made by the Auditor shall be binding upon the Company and Executive.
(f) For purposes of this Agreement, the term Change of Control shall be deemed to
have occurred upon the first to occur of the following events:
(i) any Person becomes the Beneficial Owner, directly or indirectly, of common
stock or voting securities of Huron (not including in the amounts beneficially owned
by such Person any common stock or voting securities acquired directly from Huron or
its Affiliates) representing 40% or more of the combined voting power of Hurons
then outstanding securities; or
(ii) there is consummated a merger or consolidation of Huron or any direct or
indirect subsidiary of Huron with any Person, other than (A) a merger or
consolidation which would result in the voting securities of Huron outstanding
immediately prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) at least 50% of the combined voting power of the
securities of Huron or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, (B) a merger or consolidation
effected to implement a recapitalization of Huron (or similar transaction) after
which no Person other than existing security holders is or
becomes the Beneficial Owner, directly or indirectly, of securities of Huron
(not including in the amount Beneficially Owned by such Person any common stock or
voting securities acquired directly from Huron or its Affiliates) representing 50%
or more of the combined voting power of Hurons then outstanding securities, or (C)
a merger or consolidation of a subsidiary of Huron that does not represent a sale of
all or substantially all of the assets of Huron; or
(iii) the shareholders of Huron approve a plan of complete liquidation or
dissolution of Huron (except for a plan of liquidation or dissolution effected to
implement a recapitalization of Huron addressed in (ii) above); or
(iv) there is consummated an agreement for the sale or disposition of all or
substantially all of the assets of Huron to a Person, other than a sale or
disposition by Huron of all or substantially all of the assets of Huron to an
entity, at least 50% of the combined voting power of the voting securities of which
are owned by shareholders of Huron.
Notwithstanding the foregoing, a Change of Control shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated transactions immediately
following which the record holders of the common stock of Huron immediately prior to such
transaction or series of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of Huron immediately
following such transaction or series of transactions.
For purposes of this Change of Control definition, (I) Beneficial Owner shall have the
meaning set forth in Rule 13d-3 under the Exchange Act, (II) Exchange Act shall mean the
Securities Exchange Act of 1934, as amended from time to time, (III) Person shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (w) Huron or any of Hurons direct or
indirect subsidiaries, (x) a trustee or other fiduciary holding securities under an employee
benefit plan of Huron or any of its Affiliates, (y) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by
the stockholders of Huron in substantially the same proportions as their ownership of stock of
Huron and (IV) Affiliate shall have the meaning set forth in Rule 12b-2 promulgated under Section
12 of the Exchange Act.
(g) For purposes of this Section 5.4 (and distinguished from Good Reason provided
under certain other circumstances under this Agreement), the term CoC Good Reason means
the occurrence of any of the following within the twenty-four (24) month period following a
Change of Control (or prior to a Change of Control in connection with a Qualifying
Termination) without the express written consent of Executive:
(i) any material breach by the Company of this Agreement;
(ii) any material adverse change in the status, responsibilities or position of
Executive;
(iii) any material reduction in Base Salary, other than in connection with an
across-the-board reduction in Base Salaries applicable in like proportions
to all similarly-situated executives of the Company and any direct or indirect
parent of the Company;
(iv) assignment of duties to Executive that are materially inconsistent with
Executives position and responsibilities described in this Agreement; and
(v) requiring Executive to be principally based at any office or location more
than fifty (50) miles from Executives current location in Chicago, Illinois.
The foregoing to the contrary notwithstanding, if Huron is acquired as a subsidiary or
division of a reporting company pursuant to Section 13 and Section 15(d) of the Securities
Exchange Act of 1934, the fact that Executive is not named as the senior-most Human
Resources Executive of the reporting company following the Change of Control shall not, in
and of itself, constitute CoC Good Reason.
Notwithstanding the foregoing provisions of this paragraph (g), Executives termination
of employment shall be considered to be on account of CoC Good Reason only if (A) an event
or condition occurs which satisfies the foregoing provisions of this Section 5.4(g), (B)
Executive provides the Company with written notice pursuant to Section 10.5 that she intends
to resign for CoC Good Reason and such written notice includes (I) a designation of at least
one of Section 5.4(g)(i)-(v) (the Designated Sections) which Executive believes is the
basis for CoC Good Reason, and (II) specifically describes the events or conditions
Executive is relying upon to satisfy the requirements of the Designated Sections, (C) as of
the thirtieth (30th) day following the Companys receipt of such notice from
Executive, such events or conditions have not been corrected in all material respects, and
(D) Executive resigns her employment within sixty (60) days after the date on which
Executive first has actual knowledge of the occurrence of the events or conditions upon
which Executive relies upon to satisfy any of the Designated Sections.
5.5 General Release. Executive acknowledges and agrees that Executives right to
receive severance pay and other benefits (including post-termination equity vesting) pursuant to
Section 5.2 and 5.4 of this Agreement (collectively, the Severance Benefits) is contingent upon
Executives compliance with the covenants, representations, warranties and agreements set forth in
Section 6 of this Agreement and, except for those payments and benefits required to be made or
provided by law or pursuant to the express terms of a benefit plan (and other than those benefits
to be provided upon death), such Severance Benefits shall be conditioned upon Executives execution
and acceptance of the terms and conditions of, and the effectiveness of, a general release in the
standard form used by the Company at the time of Executives termination of employment. (the
Release); provided, however, that such Release shall not require Executive to relinquish any
rights or claims that (a) arise after her execution of the Release, (b) relate to indemnification
or liability insurance pursuant to the Companys insurance plans, bylaws or applicable law, or (c)
cannot be waived by law. If Executive fails to comply with the covenants set forth in Section 6 or
if Executive fails to execute the Release or revokes the Release during the seven (7)-day period
following her execution of the Release, then Executive shall not be entitled to any Severance
Benefits. The Company shall provide Executive with the Release within five (5) days following her
termination of employment (or, in the case of
any benefits relating to a Qualifying Termination occurring prior to a Change of Control,
within five (5) days following the Change of Control). Executive shall be entitled to any such
Severance Benefits only if the Release has been executed, is effective and the applicable
revocation period has expired no later than the date as of which such Severance Benefits are to be
paid (or provided) pursuant to this Agreement and if such requirements are not satisfied, Executive
shall not be entitled to any such Severance Benefits.
6. Restrictive Covenants and Agreements.
6.1 Executives Acknowledgment. Executive agrees and acknowledges that in order to
assure the Company that it will retain its value and that of the Business as a going concern, it is
necessary that Executive not utilize special knowledge of the Business and its relationships with
customers to compete with the Company. Executive further acknowledges that:
(a) the Company is and will be engaged in the Business during the Employment Period and
thereafter;
(b) Executive will occupy a position of trust and confidence with the Company, and
during the Employment Period, Executive will become familiar with the Companys trade
secrets and with other proprietary and Confidential Information concerning the Company and
the Business;
(c) the agreements and covenants contained in this Section 6 and Sections 7, 8 and 9
are essential to protect the Company and the confidentiality of its Confidential Information
(defined below) and near permanent client relationships as well as goodwill of the Business
and compliance with such agreements and covenants will not impair Executives ability to
procure subsequent and comparable employment; and
(d) Executives employment with the Company has special, unique and extraordinary value
to the Company and the Company would be irreparably damaged if Executive were to provide
services to any person or entity in violation of the provisions of this Agreement.
6.2 Confidential Information. As used in this Section 6, Confidential Information
shall mean the Companys trade secrets and other non-public information relating to the Company or
the Business, including, without limitation, information relating to financial statements, customer
identities, potential customers, employees, suppliers, acquisition targets, servicing methods,
equipment, programs, strategies and information, analyses, marketing plans and strategies, profit
margins and other information developed or used by the Company in connection with the Business that
is not known generally to the public or the industry and that gives the Company an advantage in the
marketplace. Confidential Information shall not include any information that is in the public
domain or becomes known in the public domain through no wrongful act on the part of Executive.
Executive agrees to deliver to the Company at the termination of Executives employment, or at any
other time the Company may request, all memoranda, notes, plans, records, reports and other
documents (including copies thereof and all electronic versions) relating to the Business or the
Company or other forms of Confidential Information which Executive may then possess or have under
Executives control.
6.3 Non-Disclosure. Executive agrees that during employment with the Company and
thereafter, Executive shall not reveal to any competitor or other person or entity (other than
current employees of the Company) any Confidential Information regarding Clients (as defined
herein) that Executive obtains while performing services for the Company. Executive further agrees
that Executive will not use or disclose any Confidential Information of the Company, other than in
connection with Executives work for the Company, until such information becomes generally known in
the industry through no fault of Executive.
6.4 Non-Solicitation of Clients. Executive acknowledges that Executive will learn and
develop Confidential Information relating to the Companys Clients and relating to the Companys
servicing of those Clients. Executive recognizes that the Companys relationships with its Clients
are extremely valuable to it and that the protection of the Companys relationships with its
Clients is essential.
Accordingly, and in consideration of the Companys employment of Executive and the various
benefits and payments provided in conjunction therewith, Executive agrees that during the
Employment Period and for the longer period (Restricted Period) thereafter of (i) the period for
which Executive is entitled to receive severance payments under Section 5.2(a)(i) or, if
applicable, Section 5.4(a)(ii), or (ii) twelve (12) months following any termination of employment
with the Company, Executive will not, whether or not Executive is then self-employed or employed by
another, directly or through another, provide services that are the same or similar to those
services offered for sale and/or under any stage of development by the Company at the time of
Executives termination, to any Client of the Company whom Executive:
(a) obtained as a Client for the Company; or
(b) consulted with, provided services for, or supervised the provision of services for
during the twelve (12) month period immediately preceding termination of Executives
employment; or
(c) submitted or assisted in the submission of a proposal for the provision of services
during the six (6) month period immediately preceding termination of Executives employment.
Client shall mean those persons or firms for whom the Company has either directly or
indirectly provided services within the twenty-four (24)-month period immediately preceding
termination of Executives employment and therefore includes both the referral source or entity
that consults with the Company and the entity to which the consultation related. Client also
includes those persons or firms to whom Executive has submitted a proposal (or assisted or
participated in the submission of a proposal) to perform services during the six (6) month period
immediately preceding termination of Executives employment. For the avoidance of doubt, for
purposes of determining the Restricted Period, the period for which Executive is entitled to
receive severance payments shall be determined based on the period of Base Salary that is to be
paid to Executive as severance payments, regardless of the period over which the severance is
actually paid.
6.5 Non-Interference with Relationships. Executive shall not at any time during the
Restricted Period directly or indirectly solicit, induce or encourage (a) any executive or employee
or other personnel (including contractors) of the Company, or (b) any customer,
Client, supplier, lender, professional advisor or other business relation of the Company to
leave, alter or cease his/her/its relationship with the Company, for any reason whatsoever.
Executive shall not hire or assist or participate in the hiring of any executive or employee or
other personnel (including contractors) of the Company for that same time period, whether or not
Executive is then self-employed or employed by another business. Executive shall not at any time
directly or indirectly make disparaging remarks about the Company.
6.6 Modification. If any court of competent jurisdiction shall at any time deem that
the term of any Restrictive Covenant is too lengthy, or the scope or subject matter of any
Restrictive Covenant exceeds the limitations imposed by applicable law, the parties agree that
provisions of Sections 6.3, 6.4 and 6.5 shall be amended to the minimum extent necessary such that
the provision is enforceable or permissible by such applicable law and be enforced as amended.
6.7 Representations and Warranties. Executive has made full disclosure to the Company
concerning the existence of, and delivered copies of any documents relating to, any contractual
arrangement (including, but not limited to, any non-compete or non-solicitation agreement) that
Executive has with any current or former employer which agreement purports to be in effect as of
the Effective Date or the dates of Executives intended employment with the Company (other than the
Prior Agreement). Executive represents, warrants and covenants to the Company that (a)
Executive is not a party to or bound by any employment agreement, noncompete, nonsolicitation (of
customers or employees), nondisturbance (of customers, employees or vendors), or confidentiality
agreement with any previous employer or any other person or entity that would be violated by
Executives acceptance of this position or which would interfere in any material respect with the
performance of Executives duties with the Company, (b) that Executive will not use any
confidential information or trade secrets of any person or party other than the Company in
connection with the performance of Executives duties with the Company (except as may be permitted
pursuant to non-disclosure agreements with clients), (c) that Executive will not at any time breach
(or threaten to breach) any such agreement with any such previous employer or any other person or
entity during Executives employment with the Company and (d) Executive shall not at any time enter
into any modification of any forgoing such agreement or any new agreement with, waive any rights of
Executive under any agreement with, or acknowledge any amounts due from Executive to, Executives
previous employer without first obtaining the prior written consent of the Company in its sole
discretion. Executive shall hereafter immediately disclose to the Company any knowledge of
Executive of a possible or potential violation of any forgoing such agreement occurring at any
time.
7. Ownership of Intellectual Property. All intellectual property, documents, forms,
techniques, methodologies, ideas, inventions, writings, software and Confidential Information
created or conceived by Executive alone or with others while employed with the Company that relate
to the Companys business or clients or work assigned to Executive by the Company (collectively,
Materials) constitute work made for hire and are the exclusive property of the Company. If for
any reason any Materials cannot legally constitute a work made for hire, then this Agreement
shall operate as an irrevocable assignment and agreement to assign to the Company all right, title
and interest in such Materials. Executive will promptly disclose to the Company in writing all
Materials developed during her employment with the Company, and Executive will execute such
documents as may be necessary to evidence her assignment(s) of all
right, title and interest in Materials to the Company. If Executive claims ownership in any
intellectual property, ideas or inventions that predate her employment with the Company, then
Executive will disclose such claims in writing to the Companys Human Resources Department before
commencing any work for the Company.
8. Effect on Termination. If, for any reason, this Agreement shall terminate or
Executives employment with the Company shall terminate, then, notwithstanding such termination,
those provisions contained in this Section 8 and Sections 6, 7, 9 and 10 hereof shall survive and
thereafter remain in full force and effect.
9. Remedies.
9.1 Non-Exclusive Remedy for Restrictive Covenants. Executive acknowledges and agrees
that the covenants set forth in Sections 6.3, 6.4, and 6.5 of this Agreement (collectively, the
Restrictive Covenants) are reasonable and necessary for the protection of the Companys business
interests, that irreparable injury will result to the Company if Executive breaches any of the
terms of the Restrictive Covenants, and that in the event of Executives actual or threatened
breach of any such Restrictive Covenants, the Company will have no adequate remedy at law.
Executive accordingly agrees that in the event of any actual or threatened breach by Executive of
any of the Restrictive Covenants, the Company shall be entitled to immediate temporary injunctive
and other equitable relief, without the necessity of showing actual monetary damages or the posting
of bond. Nothing contained herein shall be construed as prohibiting the Company from pursuing any
other remedies available to it for such breach or threatened breach, including the recovery of
damages.
9.2 Arbitration. Except as set forth in Section 9.1, any controversy or claim arising
out of or related to (i) this Agreement, (ii) the breach thereof, (iii) Executives employment with
the Company or the termination of such employment, or (iv) Employment Discrimination, shall be
settled by arbitration in Chicago, Illinois before a single arbitrator administered by the American
Arbitration Association (AAA) under its National Rules for the Resolution of Employment Disputes,
amended and restated effective as of January 1, 2004 (the Employment Rules), and judgment on the
award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Notwithstanding the foregoing, Rule R-34 of the AAAs Commercial Arbitration Rules amended and
restated effective as of September 1, 2007 (instead of Rule 27 of the Employment Rules) shall apply
to interim measures. References herein to any arbitration rule(s) shall be construed as referring
to such rule(s) as amended or renumbered from time to time and to any successor rules. References
to the AAA include any successor organization. Employment Discrimination means any
discrimination against or harassment of Executive in connection with Executives employment with
the Company or the termination of such employment, including any discrimination or harassment
prohibited under federal, state or local statute or other applicable law, including the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with
Disability Act or any similar federal, state or local statute.
10. Miscellaneous.
10.1 Assignment. Executive may not assign any of Executives rights or obligations
hereunder without the written consent of the Company. The Company may assign this Agreement
without the consent of Executive. Except as otherwise expressly provided herein, all covenants and
agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties hereto whether so
expressed or not. In connection with a Change of Control, the Company shall cause a successor to
the Company to explicitly assume and agree to be bound by this Agreement and any such successor
shall explicitly assume and agree to be bound by this Agreement.
10.2 Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity and without invalidating the
remainder of this Agreement.
10.3 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the
same Agreement.
10.4 Descriptive Headings; Interpretation. The descriptive headings in this Agreement
are inserted for convenience of reference only and are not intended to be part of or to affect the
meaning or interpretation of this Agreement. The use of the word including in this Agreement
shall be by way of example rather than by limitation.
10.5 Notices. All notices, demands or other communications to be given under or by
reason of the provisions of this Agreement shall be in writing and shall be deemed to have been
duly given if (a) delivered personally to the recipient, (b) sent to the recipient by reputable
express courier service (charges prepaid) or mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid, or (c) transmitted by telecopy to the recipient
with a confirmation copy to follow the next day to be delivered by overnight carrier. Such
notices, demands and other communications shall be sent to the addresses indicated below:
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To the Company:
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Huron Consulting Group Inc.
550 West Van Buren Street
Chicago, IL 60607
Attention: Patricia Olsen
Facsimile: (312) 880-3250 |
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To Executive:
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C. Mark Hussey
4543 Clausen Avenue
Western Springs, IL 60558 |
or to such other address or to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party. The date in which such notice shall be
deemed given shall be (w) the date of receipt if personally delivered, (x) three (3) business days
after the date of mailing if sent by certified or registered mail, (y) one business day after the
date
of delivery to the overnight courier if sent by overnight courier or (z) the next business day
after the date of transmittal by telecopy.
10.6 Preamble; Preliminary Recitals. The Preliminary Recitals set forth in the
Preamble hereto are hereby incorporated and made part of this Agreement.
10.7 Taxes. All compensation payable to Executive from the Company shall be subject
to all applicable withholding taxes, normal payroll withholding and any other amounts required by
law to be withheld.
10.8 Entire Agreement. Except as otherwise expressly set forth herein, this Agreement
sets forth the entire understanding of the parties, and supersedes and preempts all prior oral or
written understandings and agreements with respect to the subject matter hereof, including the
Prior Agreement, as amended.
10.9 Governing Law. This Agreement shall be construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation and performance of
this Agreement shall be governed by, the laws of the State of Illinois without giving effect to
provisions thereof regarding conflict of laws.
10.10 No Strict Construction. The language used in this Agreement will be deemed to
be the language chosen by the parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any party hereto.
10.11 Amendment and Waivers. Any provisions of this Agreement may be amended or
waived only with the prior written consent of the Company and Executive.
10.12 Additional Section 409A Provisions. Notwithstanding any provision contained in
this Agreement to the contrary, if (a) any payment hereunder is subject to Section 409A of the
Code, (b) such payment is to be paid on account of Executives separation from service (within the
meaning of Section 409A of the Code) and (c) Executive is a specified employee (within the
meaning of Section 409A(a)(2)(B) of the Code), then such payment shall be delayed, if necessary,
until the first day of the seventh month following Executives separation from service (or, if
later, the date on which such payment is otherwise to be paid under this Agreement). With respect
to any payments hereunder that are subject to Section 409A of the Code and that are payable on
account of a separation from service, the determination of whether Executive has had a separation
from service shall be determined in accordance with Section 409A of the Code. It is the intention
of both the Company and Executive that the benefits and rights to which Executive could be entitled
in connection with termination of employment comply with Section 409A of the Code and the Treasury
Regulations and other guidance promulgated or issued thereunder, and the provisions of this
Agreement shall be construed in a manner consistent with that intention. If Executive or the
Company believes, at any time, that any such benefit or right does not so comply, it shall promptly
advise the other and shall negotiate reasonably and in good faith to amend the terms of such
benefits and rights such that they comply with Section 409A of the Code (with the most limited
possible economic effect on Executive and on the Company). Neither the Company nor Executive,
individually or in combination, may accelerate any payment or benefit that is subject to Section
409A of the Code, except in compliance with Section 409A and the provisions of this Agreement, and
no amount
that is subject to Section 409A shall be paid prior to the earliest date on which it may be
paid without violating Section 409A.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates written
below.
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COMPANY:
HURON CONSULTING GROUP INC.
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By: |
/s/
James H. Roth |
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Its: |
CEO |
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Date: |
July
11, 2011 |
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C. Mark Hussey |
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/s/
C. Mark Hussey |
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C. Mark Hussey |
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(print name) |
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July
7, 2011 |
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Date |
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exv10w2
Exhibit 10.2
FOR IMMEDIATE RELEASE
July 19, 2011
Huron Consulting Group Appoints Chief Financial Officer
CHICAGO July 19, 2011 Huron Consulting Group Inc. (NASDAQ: HURN), a leading provider of
business consulting services, today announced the appointment of C. Mark Hussey as executive vice
president, chief financial officer, and treasurer. Hussey succeeds James K. Rojas, who was
appointed Hurons chief operating officer on March 31, 2011 and continued to serve as CFO and
treasurer until Hussey assumed the role.
Mark is a seasoned CFO with experience at both public and private companies, and he has led
companies through various stages of growth. We are pleased to welcome
him to Huron and we look forward to his leadership as our new CFO, said James H. Roth, chief executive officer and
president, Huron Consulting Group.
Hussey joins Huron from Crosscom National, LLC, a privately held professional IT services
organization deploying and servicing in-store technology solutions for large, national retailers.
In that role, he served as CFO and was responsible for all finance and administrative functions for
the company. Prior to that position, he served as executive vice president and CFO at Information
Resources, Inc. (North America). During his career, Hussey has held senior finance, accounting and
investor relations positions at entities such as EZLinks Golf, Inc., Dominicks Finer Foods, Inc.,
and the Quaker Oats Company.
Hussey received his M.B.A. in Finance from the University of Chicago Graduate School of Business
and his B.S. in Accountancy from the University of Illinois, Urbana-Champaign. He is a Chartered
Financial Analyst, Certified Management Accountant, and Certified Public Accountant (Illinois).
About Huron Consulting Group
Huron Consulting Group helps clients in diverse industries improve performance, comply with complex
regulations, reduce costs, recover from distress, leverage technology, and stimulate growth. The
Company teams with its clients to deliver sustainable and measurable results. Huron provides
services to a wide variety of both financially sound and distressed organizations, including
healthcare organizations, Fortune 500 companies, leading academic institutions, medium-sized
businesses, and the law firms that represent these various organizations. Learn more at
www.huronconsultinggroup.com.
Media Contact:
Jennifer Frost Hennagir
312-880-3260
jfrost-hennagir@huronconsultinggroup.com
Investor Contact:
C. Mark Hussey
or
Ellen Wong
312-583-8722
investor@huronconsultinggroup.com
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