Exhibit 10.1


 


NUVEEN INVESTMENTS, INC.


333 West Wacker Drive


Chicago, IL 60606


 


October 31, 2007


VIA FACSIMILE AND U.S. MAIL


Timothy
Schwertfeger


Nuveen
Investments, Inc.


333 West Wacker
Drive


Chicago, IL 60606


 


Mr. Schwertfeger,


Your leadership of Nuveen Investments, Inc. (“JNC”)
since 1996 has helped establish it as one of the premier asset management firms
in the United States.  During this
period, JNC’s assets under management grew from approximately $30 billion of
municipal assets to approximately $170 billion of fixed income and equity
assets, a remarkable record of growth and development.  As JNC embarks on a new path as a private
company in a landmark transaction, it is appropriate to more formally address
your ongoing arrangements with JNC and its affiliates.


Effective July 1, 2007, the Board of Directors of JNC
(the “JNC Board”) appointed a new Chief Executive Officer of JNC and you agreed
to continue to provide leadership and strategic direction as non-executive
Chairman of the JNC Board and as Chairman of the Nuveen fund board.  As we have discussed, assuming the proposed
acquisition (the “Merger”) of JNC by Windy City Investments Holdings, L.L.C. (“WCI”)
closes, you will continue as a Nuveen employee and will receive your base
salary as provided in your employment agreement, dated as of November 1, 2002
(the “Employment Agreement”) through the end of the 2007 calendar year and you
will also be entitled to a bonus for 2007 of $6,000,000.  This bonus shall be payable at the time that
bonuses are paid generally to other executives of JNC, but in any event before
March 15, 2008.  Assuming that the Merger
closes, you have agreed that after the end of the 2007 calendar year, you will
retire as a Nuveen employee as of December 31, 2007 and will no longer receive
a salary or bonus or additional equity awards. 
You shall however be entitled to receive employee benefits available to
retirees, including benefits under our pension plan as discussed below and our
retiree medical plan, as the same may be amended from time to time.  In connection with your continuing service on
the Nuveen fund board as a JNC representative as described below, JNC shall
provide you with administrative support and travel arrangements.


In order to formalize your retirement and the transition
of leadership to members of the outstanding senior management team you retained
and mentored during your tenure, you agree to resign, and will be deemed to
have resigned, from all of your positions with JNC and its subsidiaries upon
the closing of the Merger, except that you will remain an employee of JNC until
your retirement on December 31, 2007 as noted above.  Upon the request of the Chief Executive
Officer of JNC and WCI you also agree to resign as a member and Chairman of the



 


 

















Nuveen fund board
sometime after the closing of the Merger. 
The current schedule is for this transition to occur by the end of the
second quarter of 2008.


With respect to your participation in the Nuveen
Investments Employee’s Retirement Plan (the “Retirement Plan”) and the Nuveen
Excess Benefit Retirement Plan (the “Excess Plan”), notwithstanding the fact
that your retirement on December 31, 2007 would not otherwise entitle you to a
Full Career Retirement Benefit under the above plans as you will not have
satisfied the called “Rule of 90” provision (when the combination of your age
and years of service equals 90) until March 28, 2008, you will nevertheless be
entitled to the equivalent of a Full Career Retirement Benefit as follows: (1)
you will receive from the Retirement Plan an Early Retirement Benefit
calculated based on your December 31, 2007 retirement, and (2) you will receive
under the Excess Plan a Full Career Retirement Benefit calculated as if your
December 31, 2007 retirement date qualified you for the Rule of 90.  In consideration for these benefits, you
hereby agree to waive any rights under the Retirement Plan or Excess Plan or
otherwise to receive any of the above described benefits as a lump sum benefit
and agree to take them in the form of monthly annuity payments.


As part of your transition upon closing of the Merger,
WCI is pleased to offer you the opportunity to invest $20 million in exchange
for an appropriate amount of Class A Common Units issued by WCI and you hereby
agree to invest such amount.  In
recognition of your continuing efforts on behalf of the JNC and contingent upon
such investment in Class A Common Units, WCI will grant you Class B Common
Units representing 0.5% of the Class B Common Units to be issued to management
of JNC in connection with the Merger. The terms and conditions of your Class A
Common Unit investment and the Class B Common Units issued to you will be
governed by the limited liability agreement of WCI and the relevant
unitholders, subscription, grant and other agreements used with respect to
investments by, and grants of Class A and B Common Units to, management of JNC
generally.


In consideration of the mutual covenants set forth in
this agreement, you hereby agree, effective only upon the closing of the
Merger, to waive any and all rights to receive the severance benefits set forth
in Section 5 of the Employment Agreement. 
For the sake of clarity, you agree that, effective only upon the closing
of the Merger, you shall not be entitled to terminate your employment for “Good
Reason” as defined in your Employment Agreement for any reason, including the
change in your positions that occurred on or prior to the closing of the
Merger, and that the no action taken by JNC or its affiliates shall be
considered to be a termination without “Cause,” as defined in your Employment
Agreement.  You agree that you will not
seek the benefits described above prior to the closing of the Merger.  You may terminate this agreement in the event
the Merger agreement terminates in accordance with its terms.


This letter may be executed in two or more
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument.


Please confirm your agreement as indicated above by
signing below.


 


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  Very Truly Yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NUVEEN
  INVESTMENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John P. Amboian

  
	
   

  	
  Name:

  	
  John P. Amboian

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  WINDY CITY INVESTMENTS HOLDINGS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed on October 31, 2007:

  	
  By:

  	
  /s/ Mark B. Tresnowski

  
	
   

  	
  Name:

  	
  Mark B. Tresnowski

  
	
   

  	
  Title:

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Timothy R. Schwertfeger

  	
   

  
	
  Name:

  	
  Timothy R. Schwertfeger

  	
   

  
					



 


 


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