Exhibit 10.12


 


Execution
Copy


 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement (“Agreement”) by and between Nuveen
Investments, Inc., a Delaware corporation (the “Company”), and John L.
MacCarthy (the “Executive”) dated as of the 1st day of January, 2008 (the
“Effective Date”).


 


The
Company has determined that, because of the unique nature of the Executive’s
services to the Company, it is in its best interests and those of its
shareholders to assure that the Company will have the continued dedication of
the Executive, and to provide the Company with the continuity of management the
Company considers crucial to ensuring the Company’s continued success.
Therefore, in order to accomplish these objectives, the Company desires to
enter into this Agreement.


 


NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


 


1.                                       Employment
Period. The Company hereby agrees to employ the Executive, and the Executive
hereby agrees to be employed by the Company, subject to the terms and
conditions of this Agreement, for the period commencing on the Effective Date
and ending on December 31, 2012 (“Initial Term”); provided, on January 1, 2013
and each January 1 thereafter, the employment period shall be extended for
additional one-year periods until the Executive dies or becomes Disabled or the
Company or the Executive delivers a Notice of Non-Renewal at least 60 days
before such January 1 (the Initial Term, as so extended, is the “Employment
Period”). The Employment Period shall automatically terminate upon any
termination of Executive’s employment.


 


2.                                       Terms of
Employment.


 


(a)                                  Position and
Duties. During the Employment Period, (A) the Executive shall serve in the
positions set forth on Exhibit A with such authority, duties and
responsibilities as are commensurate with such positions and as may be
consistent with such positions, reporting to the person or persons set forth on
Exhibit A, (B) the Executive’s services shall be performed at the
location or locations set forth on Exhibit A and (C) excluding
periods of vacation or sick leave, the Executive shall devote substantially all
of his attention and time during normal business hours to the business and
affairs of the Company.


 


(b)                                 Compensation.


 


(i)                                     Base Salary.
During the Employment Period, the Executive shall receive an annual base salary
(“Annual Base Salary”) not less than the amount set forth on Exhibit A.


 


(ii)                                  Annual Bonus.
For each fiscal year of the Company completed during the Employment Period, the
Executive shall be entitled to participate in the Company’s annual incentive
cash bonus plan then in effect (the “Annual Bonus”). The Executive’s minimum
2007 Annual Bonus and his target 2008 Annual Bonus are set forth on
Exhibit A.


 

















 


(iii)                               Other Benefits.
During the Employment Period, the Executive shall be entitled to participate in
all employee pension, welfare, perquisites, fringe benefit, vacation and other
benefit plans, practices, policies and programs generally applicable to the
senior executives of the Company, including, as may determined by the Company’s
Board of Directors, the possible future grant of additional Class B Units
or other direct or indirect equity interests in the Company or its
subsidiaries.


 


(iv)                              Expenses.
During the Employment Period, the Executive shall be entitled to receive prompt
reimbursement for all expenses incurred by the Executive in accordance with the
Company’s policies for its senior executives as in effect from time to time.


 


3.                                       Termination of
Employment.


 


(a)                                  Death or
Disability. The Executive’s employment shall terminate automatically upon the
Executive’s death or Disability during the Employment Period. “Disability”
means the Executive’s inability, due to illness, accident, injury, physical or
mental incapacity or other disability, to carry out effectively the Executive’s
duties and obligations to the Company or any of its subsidiaries and to
participate effectively and actively in the management of the Company or any of
its Subsidiaries for a period of at least 90 consecutive days or for shorter
periods aggregating at least 120 days (whether or not consecutive) during any
twelve month period. A Disability shall be determined in the reasonable
judgment of either (i) the Board or (ii) the Executive or his or her
personal representative or legal guardian, and shall be deemed to have occurred
on (x) the date that such party provides notice to the other party of the
satisfaction of each of the requirements to constitute a Disability set forth
above or (y) such other date as the parties shall mutually agree (such
date, the “Disability Effective Date”).


 


(b)                                 Cause. The
Company may terminate the Executive’s employment at any time for Cause. For
purposes of this Agreement, “Cause” shall mean (i) the willful and
continued failure of the Executive to perform substantially the Executive’s
duties with the Company or one of its subsidiaries (other than any such failure
resulting from incapacity due to physical or mental illness), after a written
demand for substantial performance is delivered to the Executive by the Board
of Directors of the Company (the “Board”) or its representatives, which
specifically identifies the manner in which the Board believes that the
Executive has not substantially performed the Executive’s duties, or
(ii) the willful engaging by the Executive in illegal conduct or gross
misconduct that is materially and demonstrably injurious to the Company or its
affiliates, or (iii) the conviction of a felony or entry of a guilty or
nolo contendere plea by the Executive with respect thereto, or (iv) a
material breach of Sections 5(a) or 5(b) of this Agreement. For
purposes of this provision, no act or failure to act on the part of the
Executive shall be considered “willful” unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive’s act or omission was in the best interests of the Company. Any act,
or failure to act, based upon express authority given pursuant to a resolution
duly adopted by the Board with respect to such act or omission or based upon
the advice of counsel for the Company shall be


 


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conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and
in the best interests of the Company. The cessation of employment of the
Executive shall not be deemed to be for Cause unless and until there shall have
been delivered to the Executive a copy of a resolution duly adopted by the
affirmative vote of not less than two-thirds of the entire membership of the
Board (not including the Executive) after reasonable notice is provided to the
Executive and the Executive is given an opportunity (together with separate
counsel if the Board requests its counsel to be present), to be heard before
the Board, finding that, in the good faith opinion of the Board, the Executive
has engaged in the conduct described in subparagraph (i), (ii), (iii) or
(iv) above, and specifying the particulars thereof in detail.


 


(c)                                  Good Reason.
The Executive’s employment may be terminated at any time by the Executive for
Good Reason by Notice of Termination provided to the Company in accordance with
Section 3(c) within 90 days after the Executive becomes aware of such
basis for Good Reason. For purposes of this Agreement, “Good Reason” shall mean
in the absence of a written consent of the Executive (i) any action by the
Company that results in a material diminution in the Executive’s position,
authority, duties or responsibilities as contemplated by
Section 2(a) of this Agreement, including for this purpose, without
limitation, actions that relate to the Executive’s status, offices, titles and
reporting relationships and excluding for this purpose any action not taken in
bad faith that is remedied by the Company promptly after receipt of notice
thereof given by the Executive; (ii) any failure by the Company to comply
with any of the provisions of Section 2(b) of this Agreement (other
than a failure not occurring in bad faith and which is remedied by the Company
promptly after receipt of notice thereof given by the Executive); (iii) any
reduction in the Executive’s Base Salary or Annual Bonus opportunity (provided,
however, that (a) a reduction in Annual Bonus opportunity shall not
trigger the application of this clause if (1) it similarly applies to all
senior executives of the Company and reflects the Board’s assessment of current
or projected reductions in the nature, scope or profitability of the Company as
compared to the prior fiscal year, or (2) such reduction is part of an
overall modification to the Company’s compensation programs that does not
reduce the Executive’s aggregate annual compensation opportunity by more than
15% as compared to the prior fiscal year and (b) the phrase “Annual Bonus
opportunity” shall mean the target bonus set for Executive with respect to a
fiscal year and shall not be considered to have been reduced merely because the
actual Annual Bonus paid to Executive with respect to such year was reduced
below such target as part of the Board’s evaluation of Executive’s performance
during such year and such evaluation has been conducted in good faith by the
Board); (iv) the Company requiring the Executive to be based at any office
or location more than 30 miles from that provided in
Section 2(a)(i)(B) hereof, provided that reasonable travel required
in connection with Executive’s reporting relationships and responsibilities to
the Board shall not be deemed a breach hereof; and (v) any failure by the
Company to comply with Section 6(b) below.


 


(d)                                 Notice of
Termination. Any termination by the Company for Cause, or by the Executive for
Good Reason, shall be communicated by Notice of Termination to the other party
hereto given in accordance with Section 7(b) of this Agreement. For
purposes of this Agreement, a “Notice of Termination” means a written


 


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notice
which (i) indicates the specific termination provision in this Agreement
relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination
of the Executive’s employment under the provision so indicated and
(iii) if the Date of Termination (as defined below) is other than the date
of receipt of such notice, specifies the termination date (which date shall be
not more than ninety days after the giving of such notice). The failure by the
Executive or the Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company, respectively, hereunder or
preclude the Executive or the Company, respectively, from asserting such fact
or circumstance in enforcing the Executive’s or the Company’s rights hereunder.
A Notice of Termination shall also be provided (without a need to reference
matters addressed in clauses (i) and (ii) above) in the event of any
termination by the Company other than for Cause or by the Executive without
Good Reason.


 


(e)                                  Date of
Termination. “Date of Termination” means (i) if the Executive’s employment
is terminated by the Company, or if the Executive resigns, the effective date
thereof stated in the Notice of Termination or Notice of Non-Renewal, and
(ii) if the Executive’s employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of the Executive
or the Disability Effective Date, as the case may be.


 


(f)                                    Effect of
Termination. In the event of any termination of employment, except as otherwise
agreed by the Company, the Executive shall automatically be deemed to have
resigned and shall resign from all positions with the Company and its
affiliates as of the Date of Termination.


 


4.                                       Obligations of
the Company upon Termination.


 


(a)                                  Good Reason;
Other Than for Cause. If the Company shall terminate the Executive’s employment
other than for Cause (including by delivery of a Notice of Non-Renewal), or if
the Executive shall terminate employment for Good Reason and provided (in the
case of clauses (i)(B) and (ii) below) that Executive executes and
does not revoke a general release of claims in form reasonably satisfactory to
the Company:


 


(i)                                     the Company
shall pay to the Executive in a lump sum in cash within 30 days after the Date
of Termination the aggregate of the following amounts:


 


A. the sum of (1) the Executive’s Annual Base Salary through the
Date of Termination and the Executive’s Annual Bonus for the prior fiscal year
to the extent not theretofore paid, and (2) the product of (x) the
Executive’s Annual Bonus for the prior fiscal year (the “Prior Bonus”), and (y) a
fraction, the numerator of which is the number of days in the then-current
fiscal year that had elapses up to and including the Date of Termination, and
the denominator of which is 365 (the sum of such amounts, the “Accrued
Obligations”); and


 


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B. in lieu of any other severance that may be payable under any other
Company benefit plan or policy, the Executive’s Enhanced Severance Amount shown
on Exhibit A;


 


(ii)                                  the Company
shall pay or provide any accrued benefits and shall continue, for one year
after the Executive’s Date of Termination, welfare benefits to the Executive
and/or the Executive’s family on terms and conditions substantially equivalent
to those provided to other senior executives of the Company and their families
at such time; and


 


(iii)                               any unvested
Deferred Units, Class B Units, stock options restricted stock and
restricted share units or other equity interests in the Company or is
subsidiaries held by Executive or a permitted transferee (whether granted under
this Agreement or otherwise) shall vest in accordance with the terms of the
Agreement or plan pursuant to which such interests were issued or granted.


 


(b)                                 Cause; Other
than for Good Reason. If the Executive’s employment shall be terminated for
Cause or the Executive terminates his employment without Good Reason at any
time (including by delivery of a Notice of Non-Renewal), this Agreement shall
terminate without further obligations to the Executive other than the
obligation to pay or provide to the Executive an amount equal to the amount set
forth in clause (1) of Section 4(a)(i)(A) and accrued benefits
pursuant to Section 4(a)(ii) above.


 


(c)                                  Death or
Disability. If the Executive’s employment is terminated by reason of the
Executive’s death or Disability, the Executive shall be entitled to the
benefits set forth in Section 4(a) above (except that
Section 4(a)(i)(B) shall not apply), and this Agreement shall
terminate without further obligations to the Executive’s legal representatives
under this Agreement.


 


(d)                                 Full Discharge.
The amounts payable to Executive following termination of the Employment Period
or upon or any actual or constructive termination of Executive’s employment
shall be in full and complete satisfaction of Executive’s rights under this
Agreement and any other claims Executive may have in respect of Executive’s
employment by the Company or any Affiliate, and Executive acknowledges that
such amounts are fair and reasonable, and Executive’s sole and exclusive
remedy, in lieu of all other remedies at law or in equity, with respect to the
termination of Executive’s employment hereunder.


 


5.                                       Covenants.


 


(a)                                  The Executive
shall hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or any of
its subsidiaries, and their respective businesses, which shall not be or become
public knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement). The Executive shall not, without the
prior written consent of the Company or as may otherwise be required by law or
legal process (provided the Company has been given notice of and opportunity to
challenge or limit the


 


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scope
of disclosure purportedly so required), communicate or divulge any such
information, knowledge or data to anyone other than the Company and those
designated by it, except as reasonably necessary in connection with enforcement
of the Executive’s right under this Agreement or his defense of any civil or
criminal investigation or proceeding.


 


(b)                                 While employed
by the Company or any of its subsidiaries and for twelve months after the
Executive’s termination of employment (the “Restricted Period”), the Executive
will not, directly or indirectly, (i) solicit, hire or engage any
individual for employment by any person or entity other than the Company or its
subsidiaries or hire any person employed by the Company or its subsidiaries if
such person was employed by the Company or its subsidiaries within 12 months of
such hire or engagement (provided, however, that the employment of any such
person as a result of a response to a general solicitation or advertisement
shall not constitute a violation of this clause), or (ii) solicit any
client or customer of the Company or its subsidiaries as of the Executive’s
Date of Termination for any investment product or service competitive with the
products and services of the Company or its subsidiaries.


 


(c)                                  During the
Restricted Period, Executive agrees not to make any public statement that is
intended to or could reasonably be expected to disparage the Company or its
subsidiaries or any of their products, services, shareholders, directors,
officers or employees. During the Restricted Period, the Company agrees that it
shall not make a public statement that is intended to or could reasonably be
expected to disparage Executive.


 


(d)                                 The results and
proceeds of Executive’s services to the Company hereunder, including, without limitation,
any works of authorship related to the Company resulting from Executive’s
services during Executive’s employment with the Company and/or any of its
Affiliates and any works in progress, shall be works-made-for-hire and the
Company shall be deemed the sole owner throughout the universe of any and all
rights of whatsoever nature therein, whether or not now or hereafter known,
existing, contemplated, recognized or developed, with the right to use the same
in perpetuity in any manner the Company determines in its sole discretion
without any further payment to Executive whatsoever. If, for any reason, any of
such results and proceeds shall not legally be a work-for-hire and/or there are
any rights which do not accrue to the Company under the preceding sentence,
then Executive hereby irrevocably assigns and agrees to assign any and all of
Executive’s right, title and interest thereto, including, without limitation,
any and all copyrights, patents, trade secrets, trademarks and/or other rights
of whatsoever nature therein, whether or not now or hereafter known, existing,
contemplated, recognized or developed to the Company, and the Company shall
have the right to use the same in perpetuity throughout the universe in any
manner the Company determines without any further payment to Executive
whatsoever. Executive shall, from time to time, as may be requested by the
Company and at the Company’s sole expense, do any and all things which the
Company may deem useful or desirable to establish or document the Company’s
exclusive ownership of any an all rights in any such results and proceeds,
including, without limitation, the execution of appropriate copyright and/or
patent applications or assignments. To the extent Executive has any


 


6

















 


rights
in the results and proceeds of Executive’s services to the Company that cannot
be assigned in the manner described above, Executive unconditionally and
irrevocably waives the enforcement of such rights. This
Section 5(d) is subject to, and shall not be deemed to limit,
restrict or constitute any waiver by the Company of any rights of ownership to
which the Company may be entitled by operation of law by virtue of the Company
or any of its Affiliates being Executive’s employer.


 


(e)                                  All documents,
records and files, in any media of whatever kind and description, relating to
the business, present or otherwise, of the Company or any of its Affiliates,
and any copies, in whole or in part, thereof (the “Documents”), whether or not
prepared by Executive will be the sole and exclusive property of the Company.
Executive agrees to safeguard all Documents and to surrender to the Company, at
the time Executive’s employment terminates or at such earlier time or times as
the Board or its designee may specify, all Documents then in Executive’s
possession or control.


 


(f)                                    Executive
acknowledges that each of these covenants has a unique, very substantial and
immeasurable value to the Company and its Affiliates, that Executive has
sufficient assets and skills to provide a livelihood while such covenants
remain in force and that, as a result of the foregoing, in the event that
Executive breaches such covenants, monetary damages would be an insufficient
remedy for the Company and equitable enforcement of the covenant would be
proper. Executive therefore agrees that the Company, in addition to any other
remedies available to it, will be entitled to preliminary and permanent
injunctive relief against any breach by Executive of any of those covenants,
without the necessity of showing actual monetary damages or the posting of a
bond or other security.


 


(g)                                 Executive
agrees to cooperate, in a reasonable and appropriate manner, with the Company
and its attorneys, both during and after the termination of Executive’s
employment, in connection with any litigation or other proceeding arising out
of or relating to matters in which Executive was involved prior to the
termination of Executive’s employment to the extent the Company pays all
Company-approved expenses Executive incurs in connection with such cooperation
and to the extent such cooperation does not unduly interfere (as determined by
Executive in good faith) with Executive’s personal or professional schedule.


 


(h)                                 The provisions
of this Section 5 shall remain in full force and effect until the
expiration of the period specified herein notwithstanding the earlier
termination of the Executive’s employment hereunder.


 


6.                                       Successors.


 


(a)                                  This Agreement
is personal to the Executive and without the prior written consent of the
Company shall not be assignable by the Executive otherwise than by will or the
laws of descent and distribution. This Agreement shall inure to the benefit of
and be enforceable by the Executive’s legal representatives. This


 


7

















 


Agreement
shall inure to the benefit of and be binding upon the Company and its
successors and assigns.


 


(b)                                 The Company
will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of its business and/or
assets to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. As used in this Agreement, “Company”
shall mean the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.


 


7.                                       Miscellaneous.


 


(a)                                  This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware, without reference to principles of conflict of laws. The parties
hereto irrevocably agree to submit to the jurisdiction and venue of the courts
of the State of Delaware, in any action or proceeding brought with respect to
or in connection with this Agreement. The captions of this Agreement are not
part of the provisions hereof and shall have no force or effect. This Agreement
may not be amended or modified otherwise than by a written agreement executed
by the parties hereto or their respective successors and legal representatives.


 


(b)                                 The term
“subsidiary” or “subsidiaries” as used in this Agreement shall refer to any and
all direct and/or indirect subsidiaries of the Company.


 


(c)                                  All notices and
other communications hereunder shall be in writing and shall be given by hand
delivery to the other party or by registered or certified mail, return receipt
requested, postage prepaid, addressed as follows:


 


If
to the Executive:


 


At
the most recent address on file for the Executive at the Company.


 


If
to the Company:


 


Nuveen
Investments, Inc.

333 West Wacker Drive

Chicago, Illinois 60606

Attention: Chief Executive Officer


 


With
a copy to the Company’s General Counsel at the same address or to such other
address as either party shall have furnished to the other in writing in
accordance herewith. Notice and communications shall be effective when actually
received by the addressee.


 


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(d)                                 AS SPECIFICALLY
BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS
AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY
HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING
RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS
CONTEMPLATED HEREBY.


 


(e)                                  The invalidity
or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.


 


(f)                                    The Company may
withhold from any amounts payable under this Agreement such Federal, state, or
local taxes as shall be required to be withheld pursuant to any applicable law
or regulation.


 


(g)                                 The Executive’s
or the Company’s failure to insist upon strict compliance with any provision of
this Agreement or the failure to assert any right the Executive or the Company
may have hereunder, shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.


 


(h)                                 From and after
the Effective Date, this Agreement shall supersede any other employment,
severance or change of control agreement between the Executive and the Company
or any of its subsidiaries.


 


IN
WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and,
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name and on its behalf, all as of
the day and year first above written.


 


	
   

  	
   

  	
  John
  L. MacCarthy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  John L. MacCarthy

  
	
   

  	
   

  	
  Executive

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NUVEEN
  INVESTMENTS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  John P. Amboian

  
	
   

  	
   

  	
  Title:
  Chief Executive Officer

  



 


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Exhibit A


 


Executive:
John L. MacCarthy


 


Positions:
Senior Vice President, General Counsel and Secretary of the Company; member of
the Executive Committee


 


Reporting
relationship: To the Chief Executive Officer


 


Location:
333 West Wacker Drive, Chicago, Illinois


 


Annual
base salary: $450,000 (effective January 1,
2008)


 


Minimum
2007 Annual Bonus: $900,000


 


Target
2008 Annual Bonus: $1,000,000


 


Enhanced
Severance Amount: $1,000,000


 


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