Exhibit 10.8


 


Execution Copy


 


AMENDMENT TO 

EMPLOYMENT AGREEMENT


 


This
AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of January 1, 2008 (this “Amendment”),
is between Nuveen Investments, Inc., a Delaware corporation (the “Company”),
and John P. Amboian (“Executive”).


 


RECITALS:


 


WHEREAS,
the Company and Executive are parties to that certain Employment Agreement
dated as of November 1, 2002, as amended from time to time in accordance
with its terms (the “Employment Agreement”);


 


WHEREAS,
pursuant to the Agreement and Plan of Merger by and among Windy City
Investments, Inc. (“Holdings”), Windy City Acquisition Corp. and
the Company, dated as of June 19, 2007 (the “Merger Agreement”),
the Company has become a wholly owned subsidiary of Holdings (the “Merger”);


 


WHEREAS,
in connection with the Merger the Company has granted Executive a profits
interest in the parent of Holdings;


 


WHEREAS,
the parties hereto desire to amend the Employment Agreement on the terms and
conditions set forth herein;


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
contained, the parties hereto agree as follows:


 


1.                                  Defined Terms. Unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings given them in the Employment Agreement.


 


2.                                  Acknowledgement
under the Employment Agreement. Notwithstanding anything
to the contrary in the Employment Agreement or this Amendment, the Executive
hereby acknowledges that neither the entering into, nor the consummation of,
the transactions contemplated by the Merger Agreement, nor any change between
the Executive’s position or terms of employment as in effect immediately before
the closing of the Merger compared with immediately after the Merger, shall
give rise to the Executive’s right to terminate his employment for “Good Reason”
(as defined in the Employment Agreement).


 


3.                                  Amendment of
Employment Agreement.


 


(a)                                 Section 2
is hereby amended and restated as follows:


 


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.


 


(b)                                Section 3(b)(ii) is
hereby amended and restated as follows:


 


(ii)                                  Annual
Incentives. For each fiscal year completed during the Employment Period, the
Executive shall be entitled to participate in the Company’s annual cash
incentive plan then in effect (the “Annual Bonus”). The Executive’s minimum and
target 2007 Annual Bonuses are $5,500,000 and $6,000,000, respectively, and his
Annual Bonus for each subsequent fiscal year during the Employment Period will
be the sum of (x) the prior fiscal year’s Annual Bonus (which for 2007
shall be deemed to be $6,000,000 regardless of the Annual Bonus actually paid
to Executive), plus or minus (y) an amount (which could be positive or
negative) equal to (I) the prior fiscal year’s Annual Bonus multiplied by (II) the
positive or negative change in the Company’s EBITDA, as defined in the Company’s
credit agreement as of November 13, 2007, as compared to the Company’s
EBITDA for its prior fiscal year (with the Board or an appropriate committee
thereof determining such change and making such reasonable adjustments to the
EBITDA amounts as shall be necessary and appropriate to reflect material acquisitions
or divestitures by the Company during the relevant fiscal years for purposes of
such determination).


 


(c)                                 Section 4(c) is
hereby amended to delete the last 4 paragraphs thereof (including those labeled
A., B. and C.) and to insert the following:


 


(vii)                           any reduction
in Executive’s rate of annual base salary or Annual Bonus opportunity as
compared to the prior fiscal year; 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
basis on which Executive’s bonus is determined with respect to a


 


2

















 


fiscal
year and shall not be considered to have been reduced merely because (x) the
actual Annual Bonus paid to Executive with respect to any given fiscal year is
lower than the Annual Bonus paid for the prior fiscal year or (y) the
Executive’s Annual Bonus calculation is based upon an actual Annual Bonus paid
for the prior fiscal year that was lower than the actual Annual Bonus paid for
the preceding fiscal year.


 


For
purposes of Section 4(c)(vii), an isolated, insubstantial and inadvertent
action taken in good faith and which is remedied by the Company within thirty
(30) days after receipt of written notice thereof given by Executive to the Company’s
Senior Vice President, Human Resources shall not constitute Good
Reason. Executive’s right to terminate employment for Good Reason shall not be
affected by Executive’s incapacities due to mental or physical illness, and
Executive’s continued employment shall not constitute consent to, or a waiver
of rights with respect to, any event or condition constituting Good Reason.


 


(d)                                Section 5(a)(i)(B) is
hereby amended and restated as follows:


 


“$7,000,000.00.”


 


(e)                                 Section 5(a)(i)(B)(ii) is
hereby amended and restated as follows:


 


(ii)                                  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.


 


(f)                                   Section 5(a)(i)(B)(iii) is
hereby amended to substitute the word “one” for the word “three” in the first
and next-to-last lines of such subsection.


 


(g)                                Section 5(a)(i)(B)(iv) is
hereby amended to substitute the word “one” for the word “three” in the first
line of such subsection.


 


(h)                                Section 8
is hereby removed in its entirety.


 


(i)                                    Exhibit A
is hereby amended and replaced by the attached Exhibit A.


 


4.                                       Execution in
Counterparts.  This
Amendment may be executed in counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument. This Amendment shall be
binding upon the respective parties hereto upon the execution and delivery of
this Amendment by each of the parties hereto. Delivery of an executed
counterpart of a signature page of this Amendment


 


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by
facsimile transmission shall be effective as delivery of a manually executed
counterpart of this Amendment.


 


5.                                                 Governing Law.  All issues and questions concerning the
construction, validity, enforcement and interpretation of this Amendment shall
be governed by, and construed in accordance with, the laws of the State of
Delaware, without giving effect to any choice of law or conflict of law rules or
provisions (whether of the State of Delaware or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the
State of Delaware.


 


6.                                                 Effect of
Amendment.  Except as
expressly amended hereby, the Employment Agreement shall remain in full force
and effect. Any reference to the Employment Agreement contained in any notice,
request or other document executed concurrently with or after the execution and
delivery of this Amendment shall be deemed to include this Amendment unless the
context shall otherwise require.


 


*      *      *      *      *


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to Employment
Agreement to be duly executed by their respective officers thereunto duly
authorized as of the date above first written.


 


	
   

  	
  NUVEEN INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John L. MacCarthy

  
	
   

  	
  Its:

  	
  Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  John P. Amboian

  
	
   

  	
  John
  P. Amboian

  



 


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Exhibit A


 


Executive:
John P. Amboian


 


Positions:
 Chief Executive Officer of the Company;
member of Board of Directors of the Company, Windy City Investments Holdings,
LLC and Windy City Investments, Inc. and their respective Executive
Committees (if created); member of the Office of the Chairman and the Executive
Committee of the Company


 


Reporting
relationship: To the Board of Directors of the Company


 


Location:
333 West Wacker Drive, Chicago, Illinois


 


Annual
base salary: $650,000 (effective January 1, 2008)