(b) The CEO Nominating Commission shall gather input from the remaining Partners as topotential candidates for a successor CEO and shall act as a liaison between the Nominating &Governance Committee and the Partners. The Commission shall consult with the Nominating &Governance Committee upon request and provide input on the relative strengths and weaknessesof the proposed CEO candidates.     (c) Upon consideration of input from the CEO Nominating Commission, if any isrequested, and such other factors as it shall deem appropriate, the Nominating & GovernanceCommittee shall recommend a candidate as successor CEO to the entire Board, who, uponreceiving the affirmative vote of a majority of the Board, shall become the successor CEO.1.3. Removal of CEO.     Notwithstanding the foregoing, the then current CEO shall be subject to removal by the Boardof Directors from said position at any time. In addition, the Board of Directors shall considerthe removal of, but shall not be obligated to remove, the then current CEO upon the recommendationof each of the following: (i) the Executive Committee (as constituted pursuant to Section 2.1hereof), by a unanimous vote of its members other than the CEO, (ii) the Partner NominatingCommittee, by a two-thirds (2/3) vote of its members, and (iii) eighty percent (80%) of thePartners.**ARTICLE II****COMMITTEE STRUCTURE; ELECTION AND REMOVAL OF PARTNERS**2.1. Executive Committee     There shall be an executive committee, consisting of the CEO and such Partners as the CEOshall appoint from time to time (each of whom shall be appointed for an indefinite term and who maybe removed from such position at any time by the CEO). This executive committee is a committee ofthe Partners and may take any action within its authority for the Company and any of itsAffiliates.2.2 Leadership Committee     There shall be a management committee (“Leadership Committee”), consisting of Partners(including the CEO) appointed by the CEO (each of whom shall be appointed for an indefinite termand who may be removed from such position at any time by the CEO). The Leadership Committee is acommittee of the Partners constituted for day to day operational matters of the Company and maytake any action within its authority for the Company and any of the Affiliates as it relates tosuch matters.     The CEO may also establish ad-hoc committees or working groups of senior management employeesto further advise the CEO, Executive Committee and Leadership Committee regarding Company affairs.The composition and duties of any such groups shall be at the discretion of the CEO.
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2.3 Partner Compensation Committee     There shall be a Partner Compensation Committee, consisting of three Partners, unless the CEOshall determine that a greater number is appropriate. The members of the committee shall beelected by the Partners to serve staggered terms of approximately three years each, with one memberelected each year. The Executive Committee shall slate three nominees each year, and the Partnerreceiving the highest number of votes shall be deemed elected to the committee. No member mayserve consecutive terms. Neither the CEO nor any Executive Committee or Leadership Committeemember is eligible to serve on the Committee. In the case of tie votes or a vacancy, the CEO shallbreak the tie or specify the replacement for such Partner. No Partner may serve simultaneously onboth the Partner Compensation Committee and the Partner Nominating Committee.2.4 Partner Nominating Committee     There shall be a Partner Nominating Committee, consisting of three Partners. The members ofthe committee will serve staggered terms of three years each, with one member elected by thePartners each year. The Executive Committee shall annually slate three candidates for the PartnerNominating Committee from which the Partners shall elect one candidate to replace the member whoseterm has expired. In the event of a vacancy or tie vote on the Partner Nominating Committee, theCEO shall break the tie or specify the replacement for such Partner.2.5 Duties of the Executive Committee     The duties of the Executive Committee generally include, but are not limited to, thefollowing: managing the strategic direction and operations of the Company and its Affiliates,including, but not limited to, recommending to the Board of Directors the Company’s annualoperating plan; reviewing and approving of all budgets and forecasts; slating candidates forcommittees as provided herein; approving the election and removal (not for Cause) of any Partner;and such other tasks as the CEO may assign from time to time.2.6 Duties of the Leadership Committee     The duties of the Leadership Committee include, but are not limited to: ensuring the effectiveand efficient operation and administration of the Company when it is appropriate to task suchmatters to a committee.2.7 Duties of the Partner Nominating Committee     The Partner Nominating Committee’s responsibilities are to screen thoroughly all internalPartner candidates and to present those internal candidates it deems appropriate to the Partnersfor a vote of admittance in accordance with Section 2.9 (a) below. The Partner NominatingCommittee shall work within the guidelines developed with the Executive Committee and CEO regardingthe need for and limitations on the number of new Partners.
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2.8 Duties of the Partner Compensation Committee     The functions of the Partner Compensation Committee, and related functions of the othercommittees, are set forth in Article III.2.9 Partner Elections     (a) An internal Partner candidate shall be admitted when he or she has the endorsement of thePartner Nominating Committee and the affirmative vote of (i) all the members of the ExecutiveCommittee and (ii) eighty percent (80%) of the Partners.     (b) An external Partner candidate shall be admitted when he or she has the endorsement of theCEO and the affirmative vote of all the members of the Executive Committee.     (c) Once admitted in accordance with the foregoing procedures, all new internal and externalPartners shall be submitted for election by the Board of Directors as a Vice-President and anofficer of the Company or an Affiliate employing such Partner, as the case may be.2.10 Removal of Partners     Any Partner may be removed from his or her position as a Partner and have his or heremployment relationship with the Company and/or an Affiliate terminated, at any time and withoutany reason or cause or the need to assert or demonstrate any reason or cause, if such removal shallbe approved by the CEO and the affirmative vote of eighty percent (80%) of the Executive Committee.In addition, the CEO may remove any Partner for Cause at any time in his or her reasonablediscretion.**ARTICLE III****ANNUAL COMPENSATION PLAN**3.1. Aggregate Compensation      The Board of Directors shall be the final arbiters of any compensation determined inaccordance with the procedures outlined herein and in Exhibit A, Partners’ Compensation Program andshall have the discretion to alter the procedures as it deems appropriate. During the last quarterof each fiscal year, the CEO, with the advice of the Partner Compensation Committee, in conjunctionwith recommending an annual operating plan to the Board of Directors, shall commence deliberationsand determine recommendations concerning the aggregate amount of cash bonuses (if any) and theaggregate value of equity (if any) to be granted to all employees, based on their performanceduring said fiscal year, and the aggregate amount of base compensation to be payable to suchemployees for the coming fiscal year. These recommendations shall then be submitted to the Boardof Directors for review and approval as part of the Company’s fiscal year plan.
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3.2 Affiliates     During the last quarter of each fiscal year, the CEO shall prepare recommendations concerningthe individual compensation (base salary, cash bonus and equity, if any) of the Affiliates (thosesenior officers for which Board level action takes place with respect to their individualcompensation packages) based on their individual and the Company’s performance during said fiscalyear, for review and approval by the Board of Directors (or its Compensation Committee) of theCompany as described in Section 3.3 below.3.3. Board of Directors’ Approval     The Board of Directors of the Company (or its Compensation Committee), after receiving therecommendations referred to in Sections 3.1 (aggregate compensation) and 3.2 (individual Affiliatecompensation), shall make final decisions regarding these amounts.3.4 Allocations to Remaining Partners     After the Board of Directors has approved the aggregate compensation pool and the Affiliates’compensation referred to in Sections 3.1 and 3.2, the Executive Committee, with the advice of thePartner Compensation Committee, shall recommend specific allocations to the Partners for cashbonuses, equity and base compensation, and shall submit such recommendations to the CEO for hisapproval. After approval by the CEO, such recommendations will be submitted to the Partners asprovided in Section 3.53.5 Approval by Partners     After the allocations referred to in Section 3.4 have been approved for submission to thePartners, such recommendations shall be submitted to the Partners for a vote. To be approved, therecommendations must receive the affirmative vote of seventy percent (70%) of the Partners. Ifsuch vote is not obtained, then the matter shall be referred back to the CEO to proceed underSection 3.1 of this Agreement and the entire process of this Article III shall be repeated and/orconcluded as directed by the Board.**ARTICLE IV****PARTNERS’ COMPENSATION PROGRAM**4.1. Adoption of Program     The Partners’ hereby adopt the Partner compensation program (the “Program”), substantially inthe form attached as Exhibit A hereto, and shall hold all shares of common stock of the Companysubject to the terms of the Program, which includes the “Partner Equity Sales Program”. Noindividual can become a Partner unless they agree to be bound by the terms of this Agreement,including the Program, as if they were an original party hereto.
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**ARTICLE V****MISCELLANEOUS**5.1. Entire Agreement; Reservation of Rights     This Agreement and Exhibits hereto constitute the entire agreement between the Company and thePartners with respect to the subject matter hereof and supersedes any and all other prior orcontemporary oral or written representations or agreements. This Agreement shall in all respectsbe subject to the Company’s obligations under its Certificate of Incorporation, By-laws andapplicable laws. In addition, this Agreement shall not, and is not intended to, infringe on any ofthe rights and duties of the Company’s Board of Directors, each member of which has fiduciaryduties to the Company and its shareholders irrespective of the terms of this Agreement.5.2. Termination     This Agreement shall terminate upon the dissolution of the Company or at such earlier time asonly one Partner owns Common Stock.5.3. Amendment     This Agreement may be amended in any manner by a written instrument duly executed by theCompany and at least two-thirds (2/3) of the Partners. Any such amendment shall be binding on allPartners.5.4. Successors and Assigns     All of the terms, provisions and conditions of this Agreement shall be binding upon and inureto the benefit of the parties hereto and their respective heirs, administrators, executors,successors and assigns.5.5. Severability     If any portion or provision of this Agreement shall be held to be invalid or unenforceable forany reason, the remaining provisions hereof shall nevertheless be deemed valid, enforceable andcarried into effect, unless the effect thereof would clearly violate the manifest present intentionof the parties hereto.5.6. Governing Law and Venue     THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS (AND TOTHE EXTENT NECESSARY TO GIVE EFFECT TO ANY CORPORATE GOVERNANCE PROVISIONS, THE STATE OF DELAWARE)IRRESPECTIVE OF THE FACT THAT ANY OF THE PARTIES HERETO MAY BE OR BECOME A RESIDENT OF A DIFFERENTSTATE. THE PARTIES AGREE TO VENUE IN THE STATE AND FEDERAL COURTS IN CHICAGO, IL AND WAIVE ANYRIGHT TO BRING LEGAL ACTION IN ANY OTHER COURT. IN ADDITION, ALL PARTIES HEREBY WAIVE ANY RIGHT TOTRIAL BY JURY.
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     IN WITNESS WHEREOF, the parties have caused this Partners’ Operating Agreement to be executedas of the date first written above.**DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC**       By:  /s/ Adam J. Gutstein    Title:  President & CEO        PARTNERS: [Signatures on File]
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**EXHIBIT A****Diamond Management & Technology Consultants, Inc.**