Exhibit 10.13


 


FORM OF WINDY CITY INVESTMENTS HOLDINGS, L.L.C.


 


DEFERRED UNIT GRANT AGREEMENT


 


This Deferred Unit Grant Agreement (this “Agreement”) is made as
of [            ],
between Nuveen Investments, Inc., a Delaware corporation (the “Company”),
and the undersigned below (“Executive”). Capitalized terms used but not
otherwise defined herein or in the LLC Agreement (as amended from time to time
and in accordance with the provisions thereof) shall have the meanings set
forth in Section 9 hereof.


 


WHEREAS, the Company desires to grant the Executive the right to
receive the number of deferred Class A Units indicated on the attached
Exhibit A as an incentive to remain with the Company (the “Deferred
Units”);


 


NOW THEREFORE, in consideration of the premises and the mutual promises
herein made, the Company and the Executive hereby agree as follows:


 


1.                                       Grant of
Deferred Units. Subject to the terms of this Agreement, the Company hereby
grants, effective as of the date hereof, to the Executive the number of Deferred
Units indicated in Exhibit A, each of which represents the right to
receive, subject to the terms of this Agreement, one Class A Unit with a
Liquidation Value and all other terms and conditions equivalent to all then
outstanding Class A Units.


 


2.                                       Accounts


 


(a)                                  Executive Accounts.
The Company will establish a separate notional account (the “Deferred Unit
Account”) for the Executive and will record in such account the aggregate
number of Deferred Units granted to the Executive under this Agreement, the
vesting of any Deferred Units, and any distributions made with respect to such
Deferred Units as provided in Section 4.


 


(b)                                 Corporate
Adjustments.


 


(i)                                     In the event that
any distribution (in the form of Class A Units, other securities or other
property), recapitalization, unit split, reverse unit split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, conversion
of Holdings from a limited liability company to a corporation, change of
control or exchange of Class A Units or other securities of Holdings, or
other transaction or event involving Holdings or Class A Units (each a “Company
Event”) affects the Deferred Units such that the Board determines an
adjustment is necessary or appropriate in order to prevent dilution or enlargement
of benefits or potential benefits intended to be made available under this
Agreement, the Board shall equitably adjust any or all of the number of
Class A Units or other securities (or number and kind of other securities
or property) subject to the Deferred Units or take such other action as the
Board determines to be appropriate to preserve the value, rights and benefit of
any affected Deferred Units granted hereunder. Notwithstanding the foregoing,
nothing herein shall be deemed to provide the Executive with any rights to an
adjustment in respect of the Deferred Units in the event Holdings issues
additional Units (as defined in the LLC Agreement), warrants,


 

















 


options or other rights to purchase or otherwise acquire Units in
exchange for equivalent value (in cash, in kind or in services) as determined
in the sole discretion of the Board.


 


(ii)                                  If Holdings enters
into or is involved in any Company Event, the Board may, prior to such Company
Event and effective upon such Company Event, take such action as it deems
appropriate, including, but not limited to, replacing Deferred Units with
substitute awards in respect of the Class A Units, other securities or
other property of the surviving entity or any affiliate of the surviving entity
on such terms and conditions, including without limitation, as to the number of
securities or amount of property, pricing and value of such securities or
property or otherwise, which shall substantially preserve the value, rights and
benefits of any affected Deferred Units granted hereunder as of the date of the
consummation of the Company Event.


 


(iii)                               Upon receipt by the
Executive of any such substitute awards (or payment) as a result of any such
Company Event, the Executive’s Deferred Units shall be thereupon cancelled
without the need for obtaining the consent of the Executive.


 


3.                                       Vesting.


 


(a)                                  General.
Each of the Deferred Units issued hereunder shall be subject to vesting as set
forth in this Section 3.  Deferred Units which have become
vested pursuant to this Section 3 are referred to herein as “Vested
Deferred Units,” and Deferred Units which have not become Vested Units are
referred to herein as “Unvested Deferred Units.” Subject to the last
sentence of this Section 3(a), the Deferred Units shall vest quarterly pro-rata
beginning on the Restatement Date and ending on the fifth anniversary of the
Restatement Date; provided that upon a Liquidity Event other than an IPO or a
Special Liquidity Event (as such term is defined in the Executive’s
Class B Unit Grant Agreement), all outstanding Deferred Units that are
then Unvested Deferred Units shall become Vested Deferred Units on the same
basis, at the same time and in the same proportion as the Executive’s Time
Vested Units (as such term is defined in the Executive’s Class B Unit
Grant Agreement) become vested under the Executive’s Class B Unit Grant
Agreement. The number of Deferred Units that are Vested Deferred Units shall
not increase after Executive ceases to be an employee of, or after termination
of Executive’s services to, the Company or any of its Subsidiaries; provided,
however, that in the event Executive ceases to be employed by, or to provide
services to, the Company or any of its Subsidiaries due to Executive’s death or
Disability, all of the Deferred Units which have not yet become Vested Deferred
Units shall immediately vest and become Vested Deferred Units. If and to the
extent that the Executive has satisfied his or her individual performance
criteria as determined by the Board (or an appropriate committee thereof),
previously established by the Company’s Chief Executive Officer and approved by
the Board (or an appropriate committee thereof), full vesting of all unvested
Deferred Units granted under this Agreement will be accelerated to the third
anniversary of the Restatement Date.


 


(b)                            Cancellation
of Deferred Units. If Executive’s employment with the Company and its
Subsidiaries and the services Executive provides to the Company and all of its
Subsidiaries terminate for any reason, all Unvested Deferred Units shall be
automatically cancelled on the date of termination without any consideration
paid therefor and without further action on the part of the Company or any
holder of any of the Unvested Deferred Units.


 


2

















 


4.                                  Cash
Distribution Rights. The Executive shall be entitled to receive all cash
distributions paid with respect to the Class A Units credited to his or
her Deferred Unit Account, provided that any such distribution credited to the
Executive’s Deferred Unit Account by the Company on behalf of the Executive
shall be paid (by the Company or by Windy Holdings) only at the time the
underlying Deferred Unit is settled pursuant to Section 5 and only
if such Deferred Unit is a Vested Deferred Unit on the Settlement Date (as
defined below). Any such cash distributions shall be notionally invested in
accounts or other programs to be offered by the Board at its reasonable
discretion. For the sake of clarity, the Executive shall forfeit any
distributions related to Unvested Deferred Units upon any forfeiture of such
Unvested Deferred Unit.


 


5.                                  Settlement


 


(a)                             General.
Upon the earliest to occur (the “Settlement Date”) of (i) a
Liquidity Event other than an IPO which also constitutes a change in control
event within the meaning of Code § 409A(a)(2)(A)(v) and the regulations
promulgated thereunder, (ii) the date that is 30 days following
Executive’s Separation from Service with the Company (or, if Code
§ 409A(a)(2)(B)(i) applies to the Company and the Executive is a Key
Employee immediately prior to such termination, the date that is six months
following such termination) and (iii) February 15, 2013, the
Executive shall, subject to Section 2(b)(i), receive a distribution
of the amounts credited to the Executive’s Deferred Unit Account, including all
distributions credited to the Executive’s Deferred Unit Account pursuant to Section 4
with respect to such Deferred Units. On or before any Settlement Date, the
Executive shall become a party to the LLC Agreement, the Registration
Agreement, the Unitholders Agreement and a Class A Unit Purchase Agreement
(or equivalent agreement with respect to other securities or property, if
applicable) (the “Unit Purchase Agreements”) in form and substance
reasonably consistent with such agreements in effect on or about the date
hereof. Except as set forth herein, all distributions hereunder shall be made
in kind with respect to securities and other property credited to an
Executive’s Deferred Unit Account.


 


(b)                            Cash
in Lieu of Property. Notwithstanding any other provision of this Agreement,
if the Settlement Date is by reason of Section 5(a)(ii) (a
Separation from Service) then in lieu of delivering Class A Units or other
securities or property credited to the Executive’s Deferred Unit Account in
respect of all or a portion of the Deferred Units, the Company may deliver to
the Executive an amount of cash equal to the Liquidation Value of such
Class A Units or the Fair Market Value of such other securities or
property.


 


(c)                             Settlement
in Stock of Windy Holdings. Notwithstanding any other provision of this
Agreement, in lieu of delivering Class A Units or other securities or
property credited to the Executive’s Deferred Unit Account (other than cash
distributions pursuant to Section 4) in respect of all or a portion
of the Vested Deferred Units, the Company or Windy Holdings may deliver shares
of stock of Windy Holdings having a Fair Market Value equal to the Liquidation
Value of such Class A Units or the Fair Market value of such other securities
or property as of the date that such shares, securities or property would
otherwise be delivered. If a distribution is made in the form of stock of Windy
Holdings (or any replacement equity) and if Holdings exists at the time of such
distribution, the Company may, in its sole discretion, require the Participant
to agree to exchange such Windy Holdings stock (or replacement equity) after
the distribution


 


3

















 


for Units or nonvoting equity interests of Holdings (or replacement
equity) in an amount of Class A Units (or replacement equity) with a
Liquidation Value equal to the Fair Market Value of Windy Holdings Stock (or
replacement equity) so exchanged.


 


(d)                                 Withholding. Except as provided in Section 5(e), Executive shall be required to remit
in cash to the Company all required withholding amounts associated with
settlement of the Deferred Units, as determined by the Company in its
reasonable discretion. Subject to applicable law, Executive agrees that the
Company may satisfy withholding obligations from any source of funds available
to the Company and otherwise payable to Executive, including salary or bonus
payments.


 


(e)                                  Notwithstanding
Section 5(d) and subject to the procedures
specified by the Company from time to time, the Executive may satisfy all or
part of the tax withholding obligations in connection with a Deferred Unit or
the settlement thereof by (a) having the Company withhold Class A
Units or other securities or property credited to the Executive’s Deferred Unit
Account otherwise deliverable pursuant to Section 5 with a Liquidation Value or Fair Market
Value, as the case may be, equal to the Company’s minimum statutory withholding
requirements, or (b) having the Executive deliver to the Company
already-owned Class A Units having a Liquidation Value equal to the amount
required to be withheld, provided such Class A Units shall have been held
by the Executive for at least six months; and provided further that this
Section 5(e) shall not apply to Executive if the Settlement Date is a
Separation from Service that occurs on account of either a resignation by the
Executive without Good Reason or a termination of Executive by the Company and
its Subsidiaries for Cause, and provided, further, that this
Section 5(e) shall not apply if, and to the extent that, the Board
determines that its application poses a material risk of jeopardizing the
Company’s or its Subsidiaries’ proper capitalization, liquidity, ability to
satisfy its then existing or anticipated capital requirements or compliance
with applicable covenants in its credit or finance agreements.


 


6.                                       Administration.


 


(a)                                  Authority of the Board. The Board shall have all powers and
discretion necessary or appropriate to administer this Agreement and to control
its operation, including, but not limited to, the power to (i) interpret
and construe this Agreement, (ii) adopt such rules as it deems
necessary or appropriate for the administration, interpretation and application
of this Agreement, (iii) interpret, amend or revoke any such procedures or
rules, (iv) correct any technical defect(s) or technical omission(s),
or reconcile any technical inconsistency(ies), in this Agreement, and
(v) make all other decisions and determinations that may be required pursuant
to this Agreement or as the Board deems necessary or advisable to administer
this Agreement provided that such actions will be taken in a manner reasonably
consistent with the terms of this Agreement.


 


(b)                                 Actions of the Board. The actions of the Board shall be
taken in accordance with the terms and conditions of the LLC Agreement. The
Board’s determinations need not be uniform with respect to all holders of
Deferred Units, and may be made selectively among holders of Deferred Units,
whether or not such holders of Deferred Units are similarly situated; provided
that such actions will be taken in a manner reasonably consistent with the
terms of this Agreement.


 


4

















 


(c)                                  Delegation
by the Board. The Board in its sole discretion and on such terms and
conditions as it may provide in accordance with the LLC Agreement may delegate
all or any part of its authority and powers under this Agreement in accordance
with the terms and conditions of the LLC Agreement.


 


7.                                       Executive’s
Representations and Warranties. In connection with the purchase and sale of
the Deferred Units and the settlement of Deferred Units hereunder, Executive
hereby represents and warrants to the Company that:


 


(a)                                  Executive’s
Investment Representations. Executive is acquiring the Deferred Units to be
acquired by him, her or it hereunder for his, her or its own account with the
present intention of holding such securities for investment purposes and that
he, she or it has no intention of selling such securities in a public
distribution in violation of the federal securities laws or any applicable
state or foreign securities laws. Executive acknowledges that the Deferred
Units have not been registered under the Securities Act or applicable state or foreign
securities laws and that the Deferred Units will be issued to Executive in
reliance on exemptions from the registration requirements of the Securities Act
and applicable state and foreign statutes and in reliance on Executive’s
representations and agreements contained herein and in the LLC Agreement.


 


(b)                                 No
Conflict. The execution, delivery and performance by Executive of this
Agreement and the consummation of the transactions contemplated hereby, do not
and will not (with or without the giving of notice, the lapse of time, or both)
result in a violation or breach of, conflict with, cause increased liability or
fees, or require approval, consent or authorization under (i) any Legal
Requirements applicable to Executive or (ii) any contract to which Executive
is a party or by which Executive or any of its properties or assets may be
bound or affected.


 


(c)                                  Other
Representations and Warranties of Executive.


 


(i)                                     Executive is an
officer or employee of the Company or one of its Subsidiaries;


 


(ii)                                  Executive has had an
opportunity to ask questions and receive answers concerning the terms and
conditions of the Deferred Units to be acquired by him, her or it hereunder and
has had full access to such other information concerning the Company (including
access to the Company’s Certificate, the LLC Agreement, the Registration
Agreement, the Unitholders Agreement, and an offering summary (including
exhibits thereto)) as Executive may have requested in making his, her or its
decision to invest in the Deferred Units being issued hereunder;


 


(iii)                               Executive is an
“accredited investor” as defined in Rule 501(a) under the Securities
Act and/or has, by reason of his or her business and financial experience and
the business and financial experience of those retained by him or her such
knowledge, sophistication and experience in business and financial matters so
as to be capable of evaluating the merits and risks of holding the Deferred
Units such that Executive is sophisticated as contemplated by
Rule 506(b)(2)(ii) under the Securities Act;


 


(iv)                              Executive acknowledges
that the Class A Units that may be issued in settlement of the Deferred
Units will be subject to the restrictions contained in the LLC


 


5

















 


Agreement, the Registration Agreement and the Unitholders Agreement,
and Executive has received and reviewed a copy of the LLC Agreement, the
Registration Agreement and the Unitholders Agreement;


 


(v)                                 Executive will not
sell or otherwise transfer the Class A Units that may be issued upon
settlement of any Deferred Units without registration under the Securities Act
(and any applicable federal, state and foreign securities laws) or an exemption
therefrom, and provided there exists such a registration or exemption, any
transfer of the Class A Units that may be issued upon settlement of any
Deferred Units by Executive or subsequent holders of the Class A Units
that may be issued upon settlement of any Deferred Units will be in compliance
with the provisions of this Agreement;


 


(vi)                              Executive acknowledges
that any certificate representing the Class A Units that may be issued in
settlement of the Deferred Units shall include such legend(s) as the
Company determine are necessary or advisable regarding any restrictions
contained in this Agreement, the LLC Agreement, the Registration Agreement, the
Unitholders Agreement, or any other agreement with respect to which Executive
is a party or is bound;


 


(vii)                           Executive has all requisite
legal capacity and authority and all material authorizations necessary to carry
out the transactions contemplated by this Agreement, the LLC Agreement, and the
Unitholders Agreement; and the execution, delivery and performance of this
Agreement, the LLC Agreement, the Unitholders Agreement and all other agreements
contemplated hereby and thereby to which Executive is a party have been duly
authorized by Executive;


 


(viii)                        Executive has relied on the
advice of, or has consulted with, only his, her or its own legal, financial and
tax advisors and the determination of Executive to acquire the Deferred Units
pursuant to this Agreement has been made by Executive independent of any
statements or opinions as to the advisability of such acquisition or as to the
properties, business, prospects or condition (financial or otherwise) of the
Company which may have been made or given by any other Person (including all
Persons acquiring Units on the date hereof) or by any agent or employee of such
Person and independent of the fact that any other Person has decided to become
a Unitholder of the Company; and


 


(ix)                                Executive is not
acquiring the Deferred Units as a result of or subsequent to any advertisement,
article, notice or other communication published in any newspaper, magazine,
internet publication or similar media or broadcast over television, radio or
the internet or presented at any public seminar or meeting, or any solicitation
of a subscription by a Person not previously known to Executive in connection
with investments in securities generally.


 


(d)                                 Additional Acknowledgements. As an inducement to the Company to
issue the Deferred Units to Executive and as a condition thereto, Executive
hereby acknowledges and agrees that:


 


6

















 


(i)                                     Neither the
issuance of the Deferred Units to Executive nor any provision contained in this
Agreement, the LLC Agreement, the Registration Agreement, or the Unitholders
Agreement shall entitle Executive to remain in the employment of the Company
and/or any of its Subsidiaries or affect the right of the Company and/or any of
its Subsidiaries to terminate Executive’s employment at any time; and


 


(ii)                                  Except as expressly
set forth in the LLC Agreement, the Registration Agreement, the Unitholders
Agreement or as required by applicable law, the Company shall have no duty or
obligation to disclose to Executive, and Executive shall have no right to be
advised of, any material information regarding the Company and its
Subsidiaries.


 


8.                                       Compensatory
Arrangements; Rule 701 Exemption. The Company and Executive hereby
acknowledge and agree that this Agreement has been executed and delivered, and
the Deferred Units have been issued hereunder, in connection with and as a part
of the compensation and incentive arrangements between the Company and any of
its Subsidiaries and Executive. Each of the Deferred Units granted hereunder is
intended to qualify for an exemption from the registration requirements under
the Securities Act, pursuant to Rule 701 (the “Exemption”) and
under similar exemptions under applicable state securities laws. In the event
that any provision of this Agreement would cause the Deferred Units granted
hereunder to not qualify for the Exemption or any other applicable exemption
from registration under the Securities Act, Executive and the Company agree
that this Agreement shall be deemed automatically amended to the extent
necessary to cause the Deferred Units to qualify for the Exemption.


 


9.                                       Definitions.


 


(a)                                  For
the purposes of this Agreement, the following terms have the meanings set forth
below:


 


“Affiliate” has the meaning given such term in the LLC
Agreement.


 


“Board” means the Board of Managers of Holdings.


 


“Cause” has the meaning given such term in the Executive’s
Class B Unit Grant Agreement.


 


“Class A Units” has the meaning given such term in the LLC
Agreement.


 


“Class B Unit Grant Agreement” means Executive’s
Class B Unit Grant Agreement, dated December 14, 2007, by and between
the Executive and Holdings.


 


“Code” shall mean the Internal Revenue Code of 1986, as amended.


 


“Company” has the meaning given such term in the preamble.


 


“Disability” has the meaning given such term in the Executive’s
Class B Unit Grant Agreement.


 


7














 


“Fair Market Value” has the meaning given such term in the LLC
Agreement.


 


“Good Reason” has the meaning given such term in the Executive’s
Class B Unit Grant Agreement.


 


“Holdings” means Windy City Investments Holdings, L.L.C., a
Delaware limited liability company.


 


“Key Employee” means a “key employee” as defined in Section 416(i) of
the Code, without regard to paragraph (5) thereof.


 


“Legal Requirement” means any law, treaty, statute, code,
ordinance, decree, administrative order, constitution, permit, directive,
policy, standard, rule, building, zoning, subdivision, health and safety and
other land use laws, regulation, or requirement of any government entity and
all judicial, quasi-judicial, administrative, quasi-administrative and arbitral
judgments, orders (including injunctions) decisions or awards of any government
entity, including general principles of common law, civil law and equity, in
each case having the force of law and binding on Executive, any property or his
assets.


 


“Liquidation Value” has the meaning given such term in the LLC
Agreement.


 


“Liquidity Event” has the meaning given such term in the LLC
Agreement.


 


“LLC Agreement” means Holding’s Amended and Restated Limited
Liability Company Agreement (as the same may be amended supplemented or
otherwise modified from time to time in accordance with its terms.)


 


“Person” means any individual, partnership, corporation,
association, joint stock company, trust, joint venture, limited liability
company, unincorporated organization, governmental entity or department, agency
or political subdivision thereof.


 


“Permitted Transferee” has the meaning given such term in the
LLC Agreement.


 


“Restatement Date” means November 13, 2007.


 


“Securities Act” means the Securities Act of 1933, as amended
from time to time, and any successor statute, and any rules or regulations
promulgated thereunder.


 


“Separation Date” means the date on which Executive ceases to be
employed by or otherwise provide services to the Company and its Subsidiaries
due to a Separation from Service.


 


“Separation from Service” means a “separation from service”
under Code § 409A(a)(2)(A)(i) and the regulations promulgated thereunder.


 


“Settlement Date” has the meaning given such term in Section 5.


 


“Subsidiary” has the meaning given such term in the LLC
Agreement.


 


8

















 


“Transfer” has the meaning given such term in the LLC Agreement.


 


“Unitholders Agreement” means that certain Unitholders
Agreement, dated as of the date hereof, as amended from time to time, between
Holdings and certain of its unitholders.


 


“Windy Holdings” means Windy City Investments, Inc., a
Delaware corporation and a direct, wholly-owned Subsidiary of Holdings.


 


10.                                 Notices.
Any notice provided for in this Agreement must be in writing and must be
personally delivered, sent by telecopy with original to follow by overnight
courier service, by first class mail (postage prepaid and return receipt
requested) or reputable overnight courier service (charges prepaid) to the
recipient at the addresses indicated below:


 


	
  Notices to the Company:

  
	
   

  
	
  Nuveen Investments, Inc.

  
	
  333 West Wacker Drive

  
	
  33rd Floor

  
	
  Chicago, IL 60606

  
	
  Facsimile: (312) 917-7952

  
	
  Telephone: (312) 917-7955

  
	
  Electronic mail: jmaccarthy@nuveen.com

  
	
  Attention: 

  	
  General Counsel

  
	
   

  
	
  with copies to (which shall not constitute
  notice):

  
	
   

  
	
  Madison Dearborn Capital Partners

  
	
  Three First National Plaza

  
	
  38th Floor

  
	
  Chicago, Illinois 60602

  
	
  Facsimile: (312) 895-1056

  
	
  Telephone: (312) 895-1000

  
	
  Electronic mail: mtresnowski@MDCP.com

  
	
  Attention:

  	
  General Counsel

  
	
   

  
	
  and

  
	
   

  
	
  Kirkland & Ellis LLP

  
	
  200 East Randolph Drive

  
	
  Chicago, IL 60601

  
	
  Facsimile: (312) 861-2200

  
	
  Telephone: (312) 861-2000

  
	
  Electronic mail: rporter@kirkland.com

  
	
  Attention:

  	
  Richard W. Porter, P.C.

  
	
   

  	
  Scott D. Price

  



 


9

















 


	
  Notices to Executive:

  
	
   

  
	
  At the Executive’s address provided on the signature
  page hereto.

  
	
   

  
	
  with copies to (which shall not constitute
  notice):

  
	
   

  
	
  McDermott Will & Emery LLP

  
	
  227 West Monroe Street, Suite 4400

  
	
  Chicago, IL 60606

  
	
  Facsimile: (312) 984-7700

  
	
  Telephone: (312) 984-2121

  
	
  Electronic mail: mharris@mwe.com

  
	
  Attention:

  	
  Mark A. Harris

  



 


or to such other address or to the attention of such other Person as
the recipient party has specified by prior written notice to the sending party.
Any notice under this Agreement shall be deemed to have been given when so
delivered or, if sent by telecopy the day of receipt, or if mailed, three days
after deposit in the U.S. mail (return receipt requested) and one day after
deposit with a reputable overnight courier service.


 


11.                               General Provisions


 


(a)                                  No
Rights as Unitholder.  Except to the
limited extent provided in Section 4, no Executive (nor any
beneficiary) shall have any of the rights or privileges of a unitholder or
member of Holdings with respect to any Deferred Units (or settlement thereof),
unless and until certificates representing Class A Units in settlement of
Deferred Units shall have been issued and recorded on the records of Holdings
or its transfer agents or registrars.


 


(b)                                 No
Corporate Action Restriction.  The
existence of this Agreement and/or the Deferred Units granted hereunder shall
not limit, affect or restrict in any way the right or power of the Board or the
unitholders or shareholders of Holdings or the Company to make or authorize (a) any
adjustment, recapitalization, reorganization or other change in Holdings’ or
the Company’s or any Subsidiary’s or Affiliate’s capital structure or business,
(b) any merger, consolidation or change in the ownership of the Holdings,
Company or any Subsidiary or Affiliate, (c) any issue of bonds,
debentures, capital, preferred or prior preference stocks ahead of or affecting
Holdings’, the Company’s or any Subsidiary’s or Affiliate’s capital stock or
the rights thereof, (d) any dissolution or liquidation of Holdings, the
Company or any Subsidiary or Affiliate, (e) any sale or transfer of all or
any part of Holdings’, the Company’s or any Subsidiary’s or Affiliate’s assets
or business, or (f) any other similar act or proceeding by Holdings, the
Company or any Subsidiary or Affiliate. No Executive, beneficiary or any other
person claiming through the Executive shall have any claim against the Board,
Holdings, the Company or any Subsidiary or Affiliate, or any employees,
officers, unitholders, shareholders or agents of Holdings, the Company or any
Subsidiary or Affiliate, solely as a result of any such action.


 


(c)                                  Restrictions
on Transfers; Transfers in Violation of Agreement.  The Deferred Units are not transferable, in
whole or in part, and they may not, directly or indirectly, be Transferred or
otherwise disposed of or encumbered (including, but not limited to, by gift or
otherwise) other than by will or by the laws of descent and distribution to the
estate of the


 


10

















 


Investor upon the Investor’s death. Any Transfer or attempted Transfer
of any Deferred Units in violation of any provision of this Agreement shall be
void, and the Company shall not record such Transfer on its books or treat any
purported Transferee of such Deferred Units as the owner of such Deferred Units
for any purpose.


 


(d)                                 Irrevocability:
Binding Effect on Successors and Assigns. 
Executive hereby acknowledges and agrees that, except as provided under
applicable federal state, or foreign securities laws, that Executive is not
entitled to cancel, terminate or revoke this Agreement, the LLC Agreement, the
Unitholders Agreement or any agreements of Executive hereunder, and that this
Agreement, the LLC Agreement, the Unitholders Agreement and such other
agreements shall survive the death or disability of Executive and the merger,
consolidation or other reorganization of the Company and shall be binding upon
and inure to the benefit of the parties and their respective heirs, executors,
administrators, successors, legal representatives and assigns. If Executive is
more than one person, the obligations of Executive hereunder shall be joint and
several and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such
person and his, her or its heirs, executors, administrators, successors, legal
representatives, and assigns (including subsequent holders of Deferred Units).
The agreements, representations, warranties and acknowledgments herein
contained shall be deemed to be made by and be binding upon the Company and its
successors and assigns (including the surviving corporation to any merger or
other reorganization of the Company).


 


(e)                                  Survival
of Covenants, Representations and Warranties.  All covenants, representations and warranties
contained herein or made in writing by any party in connection herewith shall
survive the execution and delivery of this Agreement, the LLC Agreement, and
the Unitholders Agreement and the consummation of the transactions contemplated
hereby and thereby.


 


(f)                                    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
invalid, illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this Agreement shall
be reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


 


(g)                                 Complete
Agreement.  This Agreement, the LLC
Agreement, the Unitholders Agreement, the Registration Agreement and those
documents expressly referred to herein embody the complete agreement and
understanding among the parties with respect to the subject matter hereof and
supersede and preempt any prior understandings, agreements or representations
by or among the parties, written or oral, which may have related to the subject
matter hereof in any way.


 


(h)                                 Counterparts.  This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the
same Agreement.


 


11

















 


(i)                                     Descriptive
Headings.  The descriptive headings
of this Agreement are inserted for convenience only and do not constitute a
part of this Agreement.


 


(J)                                   No
Strict Construction.  The language
used in this Agreement shall be deemed to be the language chosen by the parties
hereto to express their collective mutual intent, and no rule of strict
construction shall be applied against any person. The term “including” as used
herein shall be by way of example, and shall not be deemed to constitute a
limitation of any term or provision contained herein. Each defined term used in
this Agreement has a comparable meaning when used in its plural or singular
form.


 


(K)                               Governing
Law.  All questions concerning the
construction, validity, enforcement and interpretation of this Agreement and
the exhibits hereto shall be governed by the internal law, and not the law of
conflicts, of the State of Delaware.


 


(L)                                 WAIVER
OF JURY TRIAL.  AS A 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.


 


(m)                               Remedies.  Each of the parties to this Agreement shall
be entitled to enforce its rights under this Agreement specifically, to recover
damages and costs (including reasonable attorney’s fees) caused by any breach
of any provision of this Agreement and to exercise all other rights existing in
its favor. The parties hereto agree and acknowledge that money damages would
not be an adequate remedy for any breach of the provisions of this Agreement
and that any party may in its sole discretion apply to any court of law or
equity of competent jurisdiction (without posting any bond or deposit) for
specific performance and/or other injunctive relief in order to enforce or
prevent any violations of the provisions of this Agreement.


 


(n)                                 Amendment
and Waiver.  Except as otherwise
provided herein, any provision of this Agreement may be amended or waived only
with the prior written consent of Executive and the Board (on behalf of the
Company and the Investor Members); provided that any provision of this
Agreement may be amended with the approval of the Executives holding a majority
of the outstanding Deferred Units to the extent that the such amendment does
not disproportionately and adversely affect the rights of an Executive (or
group of Executives) as compared to other Executives (or group of Executives).


 


(o)                            Community
Property. If, as of the date hereof, Executive is lawfully married and
Executive’s address or the permanent residence of Executive’s spouse is located
in a community property jurisdiction, Executive’s spouse shall execute and
deliver to the Company on the date hereof the Consent in the form of Exhibit B
attached hereto.


 


(p)                            Third-Party
Beneficiary. The Company and Executive acknowledge that each Investor
Member is a third-party beneficiary under this Agreement and that the Investor
Members can enforce the provisions of this Agreement intended for the Investor
Members’ benefit.


 


12

















 


(q)                                 Consent
to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the State of Illinois for the purpose of any action, claim,
cause of action or suit (in contract, tort or otherwise), inquiry, proceeding
or investigation arising out of or based upon this Agreement or relating to the
subject matter hereof, (b) hereby waives to the extent not prohibited by
applicable law, and agrees not to assert, and agrees not to allow any of its
Permitted Transferees to assert, by way of motion, as a defense or otherwise,
in any such action, any claim that they are not subject personally to the
jurisdiction of the above named courts, that their property is exempt or immune
from attachment or execution, that any such proceeding brought in one of the
above named courts is improper, or that this Agreement or the subject matter
hereof or thereof may not be enforced in or by such court and (c) hereby
agrees not to commence or maintain any action, claim, cause of action or suit
(in contract, tort or otherwise), inquiry, proceeding or investigation arising
out of or based upon this Agreement or relating to the subject matter hereof or
thereof other than before one of the above named courts nor to make any motion
or take any other action seeking or intending to cause the transfer or removal
of any such action, claim, cause of action or suit (in contract, tort or
otherwise), inquiry, proceeding or investigation to any court other than one of
the above named courts whether on the grounds of inconvenient forum or
otherwise. Notwithstanding the foregoing, any party to this Agreement may
commence and maintain an action to enforce a judgment of any of the above named
courts in any court of competent jurisdiction.


 


*      *      *     
*      *


 


13

















 


IN WITNESS WHEREOF, the parties hereto have executed this Deferred Unit
Grant Agreement on the date first written above.


 


 


	
   

  	
  NUVEEN INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Its: 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Executive]

  



 


Signature Page to Deferred Unit Grant
Agreement


 

















 


EXHIBIT A


 


Number of Deferred Units Granted


 


The number of Deferred Units hereby granted under
this Agreement is as follows:


 


	
  Grantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number
  of Deferred Units:

  	
   

  	
   

  



 


1

















 


EXHIBIT B


 


SPOUSAL CONSENT


 


The undersigned spouse of Executive hereby acknowledges that I have
read the foregoing Deferred Unit Grant Agreement executed by Executive as of
the date hereof and that I understand its contents. I am aware that the
foregoing Deferred Unit Grant Agreement imposes restrictions on such securities
(including, without limitation, restrictions on transfer). I agree that my
spouse’s interest in these securities is subject to these restrictions and any
interest that I may have in such securities shall be irrevocably bound by these
agreements and further, that my community property interest, if any, shall be
similarly bound by this Agreement.


 


 


	
   

  	
   

  	
  Date :                     
  

  
	
   

  	
   

  	
   

  
	
   

  	
  Spouse’s
  Name :

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date :                     
  

  
	
   

  	
   

  	
   

  
	
   

  	
  Witness’
  Name:

  	
   

  



 


2