exv10w4






Exhibit 10.4




AMENDED AND RESTATED




SENIOR MANAGEMENT AGREEMENT



BY AND BETWEEN



HURON CONSULTING GROUP INC.



AND



MARY M. SAWALL



 









 





AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT




     AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (the “Agreement”), effective as of January 1,
2010 (the “Effective Date”), by and between Huron Consulting Group Inc., a Delaware corporation
(“Huron”), and Mary M. Sawall (“Executive”).



PRELIMINARY RECITALS




     A. WHEREAS, Huron and its affiliates are engaged in the business of providing diversified
business consulting services (the “Business”). For purposes of this Agreement (except where the
context contemplates otherwise), the term the “Company” shall include Huron, its subsidiaries and
assignees and any successors in interest of the Company and its subsidiaries;



     B. WHEREAS, Huron and Executive previously entered into a Senior Management Agreement
effective as of January 1, 2009 (the “Prior Agreement”); and



     C. WHEREAS, the Company currently employs Executive and desires to continue to employ
Executive from and after the Effective Date, and Executive desires to continue to be so employed by
the Company, as set forth herein, and the parties desire to amend and restate the Prior Agreement,
as set forth below, which amendment and restatement is intended to incorporate all prior amendments
into one document and to make other applicable changes.



     NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties
hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:



     1. Employment.



          1.1 Title and Duties. The Company agrees to continue to employ Executive, and
Executive agrees to accept such continuing employment with the Company, as managing director and
Vice President of Human Resources for the Employment Period, in accordance with the terms and
conditions of this Agreement. During the Employment Period, Executive shall have such
responsibilities, duties and authorities as are customarily assigned to such position and shall
render such services or act in such capacity for the Company and its affiliates, as Huron’s Chief
Executive Officer (the “CEO”) shall from time to time direct. Executive shall perform the duties
and carry out the responsibilities assigned to Executive, to the best of Executive’s ability, in a
trustworthy and businesslike manner for the purpose of advancing the business of the Company and
its affiliates. Executive shall engage in travel as reasonably required in the performance of
Executive’s duties. Executive acknowledges that Executive’s duties and responsibilities hereunder
will require Executive’s full business time and effort and agrees that, during the Employment
Period, Executive will not engage in any other business activity or have any business pursuits or
interests which materially interfere or conflict with the performance of Executive’s duties
hereunder; provided that Executive may, with the approval of the General Counsel and the CEO or his
designee, serve on the board of other corporations or charitable organizations and engage in
charitable activities, community affairs, and teaching.






 









 








          1.2 Employment Period. The employment of Executive under this Agreement shall
continue from and after the Effective Date and shall continue through the first anniversary of the
Effective Date (the “Initial Period”). Commencing on the first anniversary of the Effective Date
and on each anniversary thereafter, the employment of Executive under this Agreement shall
automatically renew and extend for an additional year, unless one of the parties shall deliver to
the other sixty (60) days’ advance written notice of the cessation of such automatic renewal.
“Employment Period” shall mean the Initial Period and any automatic extensions of Executive’s
employment under this Agreement. Notwithstanding anything to the contrary contained herein, the
Employment Period is subject to termination prior to the date of expiration thereof pursuant to
this Section 1.2 and Sections 1.3, 1.4 and 1.5.




          1.3 Termination Upon Death. If Executive dies during the Employment Period,
Executive’s employment shall automatically terminate on the date of Executive’s death.




          1.4 Termination by the Company.





     (a) The Company may terminate Executive’s employment hereunder upon written notice to
Executive as described in Section 10.5. Such termination shall be effective upon the date
notice of such termination is given pursuant to Section 10.5 unless such notice shall
otherwise provide.




     (b) For purpose of this Agreement, “Cause” means the occurrence of any of the following
events, as determined in the reasonable good faith judgment of the CEO:




     (i) the failure of Executive to perform Executive’s material duties (unless
such failure relates to any disability, sickness or injury of Executive) which
failure continues for twenty (20) days after the Company has given written notice to
Executive specifying in reasonable detail the manner in which Executive has failed
to perform such duties and affording opportunity to cure;




     (ii) commission by Executive of an act or omission (A) constituting (x) a
felony, (y) dishonesty with respect to the Company or (z) fraud, or (B) that
(x) could reasonably be expected to adversely and materially affect the Company’s
business or reputation, or (y) involves moral turpitude;




     (iii) the breach, non-performance or non-observance of any of the material
terms of this Agreement (other than a breach, non-performance or non-observance
described in clause (i) of this Section 1.4(b)), or any other agreement to which
Executive and the Company are parties, by Executive, if such breach, non-performance
or non-observance shall continue beyond a period of twenty (20) days immediately
after written notice thereof given by the Company to Executive; or




     (iv) any breach, non-performance or non-observance of any of Sections 6.3, 6.4,
or 6.5 of this Agreement; provided that if such conduct occurs while Executive is
employed hereunder, the Company shall allow Executive an opportunity for a hearing
before Huron’s Board of Directors (the “Board”) prior to any termination of
Executive for Cause.



 









 






     (c) Executive shall be deemed to have a “Permanent Disability” for purposes of this
Agreement if Executive is eligible to receive benefits under the Company’s long-term
disability plan then covering Executive.



          1.5 Termination by Executive. Except as otherwise provided herein, Executive shall
give sixty (60) days’ notice to the Company prior to the effectiveness of any resignation of
Executive’s employment with the Company. If the Company gives notice to Executive that, during the
Employment Period, Executive’s primary location of employment with the Company will change to a
location that is more than seventy-five (75) miles from Executive’s primary location of employment
with the Company in Chicago, Illinois, if the Company does not rescind (or otherwise cure) such
requirement within the sixty (60) day period following such notice, and if Executive resigns her
employment within thirty (30) days after the end of such sixty (60) day cure period, then
Executive’s resignation shall be deemed for “Good Reason.” The Company and Executive agree that a
relocation of more than seventy-five (75) miles from Executive’s primary location of employment in
Chicago, Illinois would be a material adverse change in Executive’s employment with the Company.




     2. Compensation.



          2.1 Base Salary. As consideration for the services of Executive hereunder, the
Company shall pay Executive an annual base salary (the “Base Salary”), payable in accordance with
the Company’s customary payroll practices as in effect from time to time. The CEO shall perform an
annual review of Executive’s compensation based on Executive’s performance of Executive’s duties
and the Company’s other compensation policies, provided that Executive’s Base Salary shall not be
reduced without Executive’s consent unless such reduction is part of a comparable overall reduction
for members of senior management. The term Base Salary shall include any changes to the Base Salary
from time to time.




          2.2 Bonus Programs. For each calendar year, Executive shall be eligible for an annual
bonus in an amount determined by the Compensation Committee of the Board (the “Compensation
Committee”) based on Executive’s performance of Executive’s duties and the Company’s other
compensation policies (the “Annual Bonus”). The actual Annual Bonus paid will be based on Company
and Executive performance. Executive’s right to any bonus payable pursuant to this Section 2.2
shall be contingent upon Executive being employed by the Company on the date the Annual Bonus is
generally paid to executives of the Company.




     3. Equity Awards. Executive shall generally be eligible to participate in Huron’s
equity plans from time to time, with the amount of any equity awards, and the terms and conditions
under which they are granted, being in the sole discretion of the Compensation Committee based on
Executive’s performance of Executive’s duties and the Company’s other compensation policies. Such
equity awards shall be subject to the terms of the applicable equity incentive plan of the Company
and granting agreement.



     4. Benefits and Expenses.



          4.1 Benefits. During the Employment Period, Executive shall be eligible to
participate in the various health and welfare benefit plans maintained by the Company for its
similarly-situated key management employees from time to time, including but not limited to






 









 







paid vacation, medical and dental insurance, and disability and life insurance at levels as
are provided from time to time to similarly-situated executives of the Company.




          4.2 Business Expenses. During the Employment Period, the Company shall reimburse
Executive for all ordinary, necessary and reasonable travel and other business expenses incurred by
Executive in connection with the performance of Executive’s duties hereunder, in accordance with
the Company policy. Such reimbursement shall be made upon presentation of itemized expense
statements and such other supporting documentation as the Company may reasonably require. To the
extent that any such reimbursements are taxable to Executive (“Taxable Reimbursements”), such
reimbursements shall be paid to Executive only if (a) the expenses are incurred and reimbursable
pursuant to a reimbursement plan that provides an objectively determinable nondiscretionary
definition of the expenses that are eligible for reimbursement and (b) the expenses are incurred
during the Employment Period. With respect to any Taxable Reimbursements, the amount of the
expenses that are eligible for reimbursement during one calendar year may not affect the amount of
reimbursements to be provided in any subsequent calendar year, the reimbursement of an eligible
expense shall be made on or before the last day of the calendar year following the calendar year in
which the expense was incurred, and the right to reimbursement of the expenses shall not be subject
to liquidation or exchange for any other benefit.




     5. Compensation After Termination.



          5.1 Termination For Cause; Resignation Without Good Reason. If, Executive’s
employment is terminated by the Company for Cause or if Executive resigns her employment other than
for Good Reason during the Employment Period then, except as required by law, the Company shall
have no further obligations to Executive (except payment of the Base Salary accrued through the
date of said termination), and the Company shall continue to have all other rights available
hereunder (including, without limitation, all rights under the Restrictive Covenants at law or in
equity).




          5.2 Termination Without Cause; Resignation For Good Reason.





     (a) If, Executive’s employment is terminated by the Company without Cause or
Executive resigns for Good Reason, then, subject to the terms and conditions of this
Agreement, Executive shall be entitled to receive the following amounts and benefits:




     (i) Severance pay (“Severance Pay”) in an amount equal six (6) months Base
Salary, which Severance Pay shall be payable to Executive in a lump sum within sixty
(60) days following Executive’s termination of employment;




     (ii) Pro rata vesting of any outstanding equity awards granted to Executive
prior to 2010, notwithstanding anything to the contrary that may be delineated in
any equity plan or equity award agreement; and




     (iii) Continuation of medical benefits for six (6) months upon the same terms
as exist from time to time for active similarly-situated executives of the Company,
which benefits shall be considered part of, and not in addition to, any coverage
required under COBRA.



 









 






     (b) The Company shall have no other obligations under this Agreement or otherwise for
periods from and after Executive’s employment termination date (except payment of the Base
Salary accrued through the date of said termination), and the Company shall continue to
have all other rights available hereunder (including, without limitation, all rights under
the Restrictive Covenants at law or in equity).



          5.3 Termination Due To Death, Permanent Disability. If Executive’s employment is
terminated due to Executive’s Permanent Disability or if Executive dies during the Employment
Period, then subject to the terms and conditions of this Agreement, (a) Executive or Executive’s
estate, as the case may be, shall be entitled to receive, in addition to any amounts Executive may
be entitled to receive under the Company’s long-term disability plan or other benefit plans,
payment of Base Salary through the date of termination, and (b) Executive and/or Executive’s
eligible dependents shall receive continuation of medical benefits upon the same terms as exist
immediately prior to the termination of employment for similarly-situated active executives of the
Company for the three (3)-month period immediately following the termination of employment (which
benefits shall be considered part of, and not in addition to, any coverage required under COBRA).
The Company shall have no other obligations under this Section 5.3 or otherwise with respect to
Executive’s employment from and after the termination date, and the Company shall continue to have
all other rights available hereunder (including, without limitation, all rights under the
Restrictive Covenants at law or in equity).




          5.4 This Section Intentionally Left Blank




          5.5 Change of Control.





     (a) The provisions of Sections 5.2 and 5.3 hereof to the contrary notwithstanding but
subject to the other terms and conditions of this Agreement, if (i) Executive is terminated
by the Company without Cause or Executive resigns her employment for CoC Good Reason
(defined below) in either case during the period commencing on a Change of Control (defined
below) and ending on the second anniversary of the Change of Control (such two year period
being the “Protection Period” hereunder), or (ii) Executive reasonably demonstrates that the
Company’s termination of Executive’s employment (or event which, had it occurred following a
Change of Control, would have constituted CoC Good Reason) prior to a Change of Control was
attributable to or intended to facilitate a Change of Control or was at the request of or
instigation of a third party who was taking steps reasonably calculated to effect a Change
of Control (or otherwise in contemplation of a Change of Control) and a Change of Control
actually occurs within twelve (12) months of such termination or resignation of Executive (a
“Qualifying Termination”), then, subject to the terms and conditions of this Agreement,
Executive shall be entitled to receive the following payments and benefits:




     (i) an amount in cash equal to the then-prevailing target amount of Executive’s
Annual Bonus (“Target Bonus”) for the year of termination or resignation multiplied
by a fraction, the numerator of which is the number of completed days of employment
by Executive (including the date of termination or resignation) during the year of
termination or resignation and the denominator of which is 365;



 









 






     (ii) an amount in cash equal to the sum of Executive’s annual Base Salary and
Target Bonus, if any, for the year of termination or resignation; and




     (iii) continuation of medical benefits until the first anniversary of the date
of such termination or resignation upon the same terms as exist for Executive
immediately prior to the termination or resignation date (which benefits shall be
considered part of, and not in addition to, any coverage required under COBRA).


Following any termination or resignation of Executive’s employment pursuant to this Section
5.5, the Company shall continue to have all other rights available hereunder (including,
without limitation, all rights under the Restrictive Covenants and any restrictive covenants
set forth in any plan, award and agreement applicable to Executive, at law or in equity).
Subject to Executive’s execution of the Release described in Section 5.6, the payments
described in clauses (i) and (ii) (“Change of Control Severance Pay”) shall be paid in a
lump sum within sixty (60) days following Executive’s termination or resignation of
employment (or, in the case of a Qualifying Termination that occurs prior to the Change of
Control, within sixty (60) days following the Change of Control). If the Qualifying
Termination occurs prior to a Change of Control, in addition to the benefits described in
clause (iii) of this Section 5.5(a), Executive shall be paid a lump sum cash payment equal
to the difference between (I) the applicable premium paid by Executive for continuation of
medical benefits under COBRA from the date of the Qualifying Termination through the date of
the Change of Control (the “Pre-CIC Coverage Period”) and (II) the amount of the applicable
premium that would have been paid by Executive for continuation of medical benefits during
the Pre-CIC Coverage Period had the provisions of Section 5.5(a)(iii) been given effect from
the date of the Qualifying Termination, which payment shall be made in a lump sum within
sixty (60) days following the Change of Control. If (and to the extent) that the benefits
provided pursuant to Section 5.5(a)(iii) are taxable to Executive and are subject to Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), the amount of the
expenses that are eligible for reimbursement during one calendar year may not affect the
amount of reimbursements to be provided in any subsequent calendar year, the reimbursement
of an eligible expense shall be made on or before the last day of the calendar year
following the calendar year in which the expense was incurred, and the right to
reimbursement of the expenses shall not be subject to liquidation or exchange for any other
benefit.




     (b) Payments and benefits under Section 5.5(a) shall not be subject to mitigation or
offset, except that medical benefits may be offset by comparable benefits obtained by
Executive in connection with subsequent employment. Nothing in this Section 5.5 is intended
to result in duplication of benefits provided by other provisions of this Agreement.



     (c) Anything set forth in any equity plan, equity award or any other provision of this
Agreement between the Company and Executive to the contrary notwithstanding, all of
Executive’s outstanding equity grants that were awarded at or prior to the time of the
Change of Control shall fully vest upon the occurrence of a Qualifying Termination.



 









 





     (d) The Change of Control Severance Pay shall be in lieu of the Severance Pay otherwise
for a termination under Section 5.2 of this Agreement and any other plan or agreement of the
Company, whether adopted before or after the date hereof, which provides severance payments
or benefits. For the avoidance of doubt, Executive shall not be entitled to payments and
benefits under both this Section 5.5 and any other provision of this Section 5 as the result
of her termination of employment.



     (e) If it is determined that any amount, right or benefit paid or payable (or otherwise
provided or to be provided) to Executive by the Company or any of its affiliates under this
Agreement or any other plan, program or arrangement under which Executive participates or is
a party (collectively, the “Payments”), would constitute an “excess parachute payment”
within the meaning of Section 280G of the Code, subject to the excise tax imposed by Section
4999 of the Code, as amended from time to time (the “Excise Tax”), then the amount of the
Payments payable to Executive under this Agreement shall be reduced (a “Reduction”) to the
extent necessary so that no portion of such Payments payable to Executive is subject to the
Excise Tax.



     All determinations required to be made under this Section 5.5(e) and the assumptions to
be utilized in arriving at such determination, shall be made by an independent, nationally
recognized accounting firm mutually acceptable to the Company and Executive (the “Auditor”);
provided that in the event a Reduction is required, Executive may determine which Payments
shall be reduced in order to comply with the provisions of Section 5.5(e); provided,
however, that Executive may not determine such order with respect to any payments that are
subject to Section 409A of the Code. The Auditor shall promptly provide detailed supporting
calculations to both the Company and Executive following any determination that a Reduction
is necessary. All fees and expenses of the Auditor shall be paid by the Company. All
determinations made by the Auditor shall be binding upon the Company and Executive.



     (f) For purposes of this Agreement, the term “Change of Control” shall be deemed to
have occurred upon the first to occur of the following events:




     (i) any Person becomes the Beneficial Owner, directly or indirectly, of common
stock or voting securities of Huron (not including in the amounts beneficially owned
by such Person any common stock or voting securities acquired directly from Huron or
its Affiliates representing 40% or more of the combined voting power of Huron’s then
outstanding securities; or




     (ii) there is consummated a merger or consolidation of Huron or any direct or
indirect subsidiary of Huron with any Person, other than (A) a merger or
consolidation which would result in the voting securities of Huron outstanding
immediately prior to such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) at least 50% of the combined voting power of the
securities of Huron or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, (B) a merger or consolidation
effected to implement a recapitalization of Huron (or similar transaction) after
which no Person other than existing security holders is or



 









 






     becomes the Beneficial Owner, directly or indirectly, of securities of Huron
(not including in the amount Beneficially Owned by such Person any common stock or
voting securities acquired directly from Huron or its Affiliates) representing 50%
or more of the combined voting power of Huron’s then outstanding securities, or
(C) a merger or consolidation of a subsidiary of Huron that does not represent a
sale of all or substantially all of the assets of Huron; or




     (iii) the shareholders of Huron approve a plan of complete liquidation or
dissolution of Huron (except for a plan of liquidation or dissolution effected to
implement a recapitalization of Huron addressed in (ii) above); or




     (iv) there is consummated an agreement for the sale or disposition of all or
substantially all of the assets of Huron to a Person, other than a sale or
disposition by Huron of all or substantially all of the assets of Huron to an
entity, at least 50% of the combined voting power of the voting securities of which
are owned by shareholders of Huron.



     Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated transactions immediately
following which the record holders of the common stock of Huron immediately prior to such
transaction or series of transactions continue to have substantially the same proportionate
ownership in an entity which owns all or substantially all of the assets of Huron immediately
following such transaction or series of transactions.



     For purposes of this Change of Control definition, (I) “Beneficial Owner” shall have the
meaning set forth in Rule 13d-3 under the Exchange Act, (II) “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended from time to time, (III) “Person” shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (w) Huron or any of Huron’s direct or
indirect subsidiaries, (x) a trustee or other fiduciary holding securities under an employee
benefit plan of Huron or any of its Affiliates, (y) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (z) a corporation owned, directly or indirectly, by
the stockholders of Huron in substantially the same proportions as their ownership of stock of
Huron and (IV) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under
Section 12 of the Exchange Act.




     (g) For purposes of this Section 5.5 (and distinguished from “Good Reason” provided
under certain other circumstances under this Agreement), the term “CoC Good Reason” means
the occurrence of any of the following within the twenty-four (24) month period following a
Change of Control (or prior to a Change of Control in connection with a Qualifying
Termination) without the express written consent of Executive:




     (i) any material breach by the Company of this Agreement;




     (ii) any material adverse change in the status, responsibilities or position of
Executive;




     (iii) any material reduction in Base Salary or Target Bonus, other than in
connection with an across-the-board reduction in Base Salaries applicable in



 









 







like proportions to all similarly-situated executives of the Company and any
direct or indirect parent of the Company;




     (iv) assignment of duties to Executive that are materially inconsistent with
Executive’s position and responsibilities described in this Agreement; and




     (v) requiring Executive to be principally based at any office or location more
than seventy five (75) miles from the current offices of the Company in Chicago,
Illinois.




     Notwithstanding the foregoing provisions of this paragraph (g), Executive’s termination
of employment shall be considered to be on account of CoC Good Reason only if (A) an event
or condition occurs which satisfies the foregoing provisions of this Section 5.5(g), (B)
Executive provides the Company with written notice pursuant to Section 10.5 that she intends
to resign for CoC Good Reason and such written notice includes (I) a designation of at least
one of Section 5.5(g)(i)-(v) (the “Designated Sections”) which Executive believes is the
basis for CoC Good Reason, and (II) specifically describes the events or conditions
Executive is relying upon to satisfy the requirements of the Designated Sections, (C) as of
the thirtieth (30th) day following the Company’s receipt of such notice from
Executive, such events or conditions have not been corrected in all material respects, and
(D) Executive resigns her employment within sixty (60) days after the date on which
Executive first has actual knowledge of the occurrence of the events or conditions upon
which Executive relies upon to satisfy any of the Designated Sections.



          5.6 General Release. Executive acknowledges and agrees that Executive’s right to
receive severance pay and other benefits (including post-termination equity vesting) pursuant to
Section 5.2 and 5.5 of this Agreement (collectively, the “Severance Benefits”) is contingent upon
Executive’s compliance with the covenants, representations, warranties and agreements set forth in
Section 6 of this Agreement and, except for those payments and benefits required to be made or
provided by law or pursuant to the express terms of a benefit plan (and other than those benefits
to be provided upon death), such Severance Benefits shall be conditioned upon Executive’s execution
and acceptance of the terms and conditions of, and the effectiveness of, a general release in the
standard form used by the Company at the time of Executive’s termination of employment. (the
“Release”); provided, however, that such Release shall not require Executive to relinquish any
rights or claims that (a) arise after her execution of the Release, (b) relate to indemnification
or liability insurance pursuant to the Company’s insurance plans, bylaws or applicable law, or (c)
cannot be waived by law. If Executive fails to comply with the covenants set forth in Section 6 or
if Executive fails to execute the Release or revokes the Release during the seven (7)-day period
following her execution of the Release, then Executive shall not be entitled to any Severance
Benefits. The Company shall provide Executive with the Release within five (5) days following her
termination of employment (or, in the case of any benefits relating to a Qualifying Termination
occurring prior to a Change of Control, within five (5) days following the Change of Control).
Executive shall be entitled to any such Severance Benefits only if the Release has been executed,
is effective and the applicable revocation period has expired no later than the date as of which
such Severance Benefits are to be paid (or provided) pursuant to this Agreement and if such
requirements are not satisfied, Executive shall not be entitled to any such Severance Benefits.







 









 








     6. Restrictive Covenants and Agreements.



          6.1 Executive’s Acknowledgment. Executive agrees and acknowledges that in order to
assure the Company that it will retain its value and that of the Business as a going concern, it is
necessary that Executive not utilize special knowledge of the Business and its relationships with
customers to compete with the Company. Executive further acknowledges that:





     (a) the Company is and will be engaged in the Business during the Employment Period and
thereafter;




     (b) Executive will occupy a position of trust and confidence with the Company, and
during the Employment Period, Executive will become familiar with the Company’s trade
secrets and with other proprietary and Confidential Information concerning the Company and
the Business;




     (c) the agreements and covenants contained in this Section 6 and Sections 7, 8 and 9
are essential to protect the Company and the confidentiality of its Confidential Information
(defined below) and near permanent client relationships as well as goodwill of the Business
and compliance with such agreements and covenants will not impair Executive’s ability to
procure subsequent and comparable employment; and




     (d) Executive’s employment with the Company has special, unique and extraordinary value
to the Company and the Company would be irreparably damaged if Executive were to provide
services to any person or entity in violation of the provisions of this Agreement.



          6.2 Confidential Information. As used in this Section 6, “Confidential Information”
shall mean the Company’s trade secrets and other non-public information relating to the Company or
the Business, including, without limitation, information relating to financial statements, customer
identities, potential customers, employees, suppliers, acquisition targets, servicing methods,
equipment, programs, strategies and information, analyses, marketing plans and strategies, profit
margins and other information developed or used by the Company in connection with the Business that
is not known generally to the public or the industry and that gives the Company an advantage in the
marketplace. Confidential Information shall not include any information that is in the public
domain or becomes known in the public domain through no wrongful act on the part of Executive.
Executive agrees to deliver to the Company at the termination of Executive’s employment, or at any
other time the Company may request, all memoranda, notes, plans, records, reports and other
documents (and copies thereof) relating to the Business or the Company or other forms of
Confidential Information which Executive may then possess or have under Executive’s control.




          6.3 Non-Disclosure. Executive agrees that during employment with the Company and
thereafter, Executive shall not reveal to any competitor or other person or entity (other than
current employees of the Company) any Confidential Information regarding Clients (as defined
herein) that Executive obtains while performing services for the Company. Executive further agrees
that Executive will not use or disclose any Confidential Information of the Company, other than in
connection with Executive’s work for the Company, until such information becomes generally known in
the industry through no fault of Executive.







 









 








          6.4 Non-Solicitation of Clients. Executive acknowledges that Executive will learn and
develop Confidential Information relating to the Company’s Clients and relating to the Company’s
servicing of those Clients. Executive recognizes that the Company’s relationships with its Clients
are extremely valuable to it and that the protection of the Company’s relationships with its
Clients is essential.




     Accordingly, and in consideration of the Company’s employment of Executive and the various
benefits and payments provided in conjunction therewith, Executive agrees that during the
Employment Period and for the longer period (“Restricted Period”) thereafter of (i) the period for
which Executive is entitled to receive severance payments under Section 5.2(a)(i) or, if
applicable, Section 5.5(a)(ii), or (ii) twelve (12) months following termination of Executive’s
employment with the Company for any reason, Executive will not, whether or not Executive is then
self-employed or employed by another, directly or through another, provide services that are the
same or similar to those services offered for sale and/or under any stage of development by the
Company at the time of Executive’s termination, to any Client of the Company whom Executive:




     (a) obtained as a Client for the Company; or




     (b) consulted with, provided services for, or supervised the provision of services for
during the twelve (12) month period immediately preceding termination of Executive’s
employment; or




     (c) submitted or assisted in the submission of a proposal for the provision of services
during the six (6) month period immediately preceding termination of Executive’s employment.



     “Client” shall mean those persons or firms for whom the Company has either directly or
indirectly provided services within the twenty-four (24)-month period immediately preceding
termination of Executive’s employment and therefore includes both the referral source or entity
that consults with the Company and the entity to which the consultation related. “Client” also
includes those persons or firms to whom Executive has submitted a proposal (or assisted in the
submission of a proposal) to perform services during the six (6) month period immediately preceding
termination of Executive’s employment. For the avoidance of doubt, for purposes of determining the
Restricted Period, the period for which Executive is entitled to receive severance payments shall
be determined based on the period of Base Salary that is to be paid to Executive as severance
payments, regardless of the period over which the severance pay is actually paid.



          6.5 Non-Interference with Relationships. Executive shall not at any time during the
Restricted Period directly or indirectly solicit, induce or encourage (a) any executive or employee
or other personnel (including contractors) of the Company, or (b) any customer, Client, supplier,
lender, professional advisor or other business relation of the Company to leave, alter or cease
his/her/its relationship with the Company, for any reason whatsoever. Executive shall not hire or
assist in the hiring of any executive or employee or other personnel (including contractors) of the
Company for that same time period, whether or not Executive is then self-employed or employed by
another business. Executive shall not at any time directly or indirectly make disparaging remarks
about the Company.







 









 








          6.6 Modification. If any court of competent jurisdiction shall at any time deem that
the term of any Restrictive Covenant is too lengthy, or the scope or subject matter of any
Restrictive Covenant exceeds the limitations imposed by applicable law, the parties agree that
provisions of Sections 6.3, 6.4 and 6.5 shall be amended to the minimum extent necessary such that
the provision is enforceable or permissible by such applicable law and be enforced as amended.




          6.7 Representations and Warranties. Executive has made full disclosure to the Company
concerning the existence of, and delivered copies of any documents relating to, any contractual
arrangement (including, but not limited to, any non-compete or non-solicitation agreement) that
Executive has with any current or former employer which agreement purports to be in effect as of
the Effective Date or the dates of Executive’s intended employment with the Company (other than the
Prior Agreement). Executive represents, warrants and covenants to the Company that (a)
Executive is not a party to or bound by any employment agreement, noncompete, nonsolicitation (of
customers or employees), nondisturbance (of customers, employees or vendors), or confidentiality
agreement with any previous employer or any other person or entity that would be violated by
Executive’s acceptance of this position or which would interfere in any material respect with the
performance of Executive’s duties with the Company, (b) that Executive will not use any
confidential information or trade secrets of any person or party other than the Company in
connection with the performance of Executive’s duties with the Company, (c) that Executive will not
at any time breach (or threaten to breach) any such agreement with any such previous employer or
any other person or entity during Executive’s employment with the Company and (d) Executive shall
not at any time enter into any modification of any forgoing such agreement or any new agreement
with, waive any rights of Executive under any agreement with, or acknowledge any amounts due from
Executive to, Executive’s previous employer without first obtaining the prior written consent of
the Company in its sole discretion. Executive shall hereafter immediately disclose to the Company
any knowledge of Executive of a possible or potential violation of any forgoing such agreement
occurring at any time.




     7. Ownership of Intellectual Property. All intellectual property, ideas, inventions,
writings, software and Confidential Information created or conceived by Executive alone or with
others while employed with the Company that relate to the Company’s business or clients or work
assigned to Executive by the Company (collectively, “Materials”) constitute “work made for hire”
and are the exclusive property of the Company. If for any reason any Materials cannot legally
constitute a “work made for hire,” then this Agreement shall operate as an irrevocable assignment
and agreement to assign to the Company all right, title and interest in such Materials. Executive
will promptly disclose to the Company in writing all Materials developed during her employment with
the Company, and Executive will execute such documents as may be necessary to evidence her
assignment(s) of all right, title and interest in Materials to the Company. If Executive claims
ownership in any intellectual property, ideas or inventions that predate her employment with the
Company, then Executive will disclose such claims in writing to the Company’s Human Resources
Department before commencing any work for the Company.



     8. Effect on Termination. If, for any reason, this Agreement shall terminate or
Executive’s employment with the Company shall terminate, then, notwithstanding such termination,
those provisions contained in this Section 8 and Sections 6, 7, 9 and 10 hereof shall survive and
thereafter remain in full force and effect.



 









 





     9. Remedies.



          9.1 Non-Exclusive Remedy for Restrictive Covenants. Executive acknowledges and agrees
that the covenants set forth in Sections 6.3, 6.4, and 6.5 of this Agreement (collectively, the
“Restrictive Covenants”) are reasonable and necessary for the protection of the Company’s business
interests, that irreparable injury will result to the Company if Executive breaches any of the
terms of the Restrictive Covenants, and that in the event of Executive’s actual or threatened
breach of any such Restrictive Covenants, the Company will have no adequate remedy at law.
Executive accordingly agrees that in the event of any actual or threatened breach by Executive of
any of the Restrictive Covenants, the Company shall be entitled to immediate temporary injunctive
and other equitable relief, without the necessity of showing actual monetary damages or the posting
of bond. Nothing contained herein shall be construed as prohibiting the Company from pursuing any
other remedies available to it for such breach or threatened breach, including the recovery of
damages.




          9.2 Arbitration. Except as set forth in Section 9.1, any controversy or claim arising
out of or related to (i) this Agreement, (ii) the breach thereof, (iii) Executive’s employment with
the Company or the termination of such employment, or (iv) Employment Discrimination, shall be
settled by arbitration in Chicago, Illinois before a single arbitrator administered by the American
Arbitration Association (“AAA”) under its National Rules for the Resolution of Employment Disputes,
amended and restated effective as of January 1, 2004 (the “Employment Rules”), and judgment on the
award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Notwithstanding the foregoing, Rule R-34 of the AAA’s Commercial Arbitration Rules amended and
restated effective as of September 1, 2007 (instead of Rule 27 of the Employment Rules) shall apply
to interim measures. References herein to any arbitration rule(s) shall be construed as referring
to such rule(s) as amended or renumbered from time to time and to any successor rules. References
to the AAA include any successor organization. “Employment Discrimination” means any
discrimination against or harassment of Executive in connection with Executive’s employment with
the Company or the termination of such employment, including any discrimination or harassment
prohibited under federal, state or local statute or other applicable law, including the Age
Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with
Disability Act, or any similar federal, state or local statute.




          9.3 Prevailing Party. In any lawsuit, arbitration or other proceeding arising from
this Agreement, the non-prevailing party shall pay the reasonable attorneys’ fees, expert fees and
other reasonable costs and expenses of the prevailing party.




     10. Miscellaneous.



          10.1 Assignment. Executive may not assign any of Executive’s rights or obligations
hereunder without the written consent of the Company. The Company may assign this Agreement
without the consent of Executive. Except as otherwise expressly provided herein, all covenants and
agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties hereto whether so
expressed or not. In connection with a Change of Control, the Company shall cause a successor to
the Company to explicitly assume and agree to be bound by






 









 







this Agreement and any such successor shall explicitly assume and agree to be bound by this
Agreement.




          10.2 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 prohibited by or invalid under applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity and without invalidating the
remainder of this Agreement.




          10.3 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the
same Agreement.




          10.4 Descriptive Headings; Interpretation. The descriptive headings in this Agreement
are inserted for convenience of reference only and are not intended to be part of or to affect the
meaning or interpretation of this Agreement. The use of the word “including” in this Agreement
shall be by way of example rather than by limitation.




          10.5 Notices. All notices, demands or other communications to be given under or by
reason of the provisions of this Agreement shall be in writing and shall be deemed to have been
duly given if (a) delivered personally to the recipient, (b) sent to the recipient by reputable
express courier service (charges prepaid) or mailed to the recipient by certified or registered
mail, return receipt requested and postage prepaid, or (c) transmitted by telecopy to the recipient
with a confirmation copy to follow the next day to be delivered by overnight carrier. Such
notices, demands and other communications shall be sent to the addresses indicated below:




	 	 	 	 	 	 	 	 	 
	 	 	To the Company:	 	Huron Consulting Group Inc.	 	 
	 	 	 	 	550 West Van Buren Street	 	 
	 	 	 	 	Chicago, IL 60607	 	 
	 

	 	 	 	Attention:	 	 	 	 
	 

	 	 	 	Facsimile:
	 	 

(312) 583-8701
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	To Executive:	 	Mary M. Sawall	 	 
	 	 	 	 	832 Chilton Ln.	 	 
	 	 	 	 	Wilmette, IL. 6001	 	 





or to such other address or to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party. The date in which such notice shall be
deemed given shall be (w) the date of receipt if personally delivered, (x) three (3) business days
after the date of mailing if sent by certified or registered mail, (y) one business day after the
date of delivery to the overnight courier if sent by overnight courier or (z) the next business day
after the date of transmittal by telecopy.




          10.6 Preamble; Preliminary Recitals. The Preliminary Recitals set forth in the
Preamble hereto are hereby incorporated and made part of this Agreement.




          10.7 Taxes. All compensation payable to Executive from the Company shall be subject
to all applicable withholding taxes, normal payroll withholding and any other amounts required by
law to be withheld.







 









 








          10.8 Entire Agreement. Except as otherwise expressly set forth herein, this Agreement
sets forth the entire understanding of the parties, and supersedes and preempts all prior oral or
written understandings and agreements with respect to the subject matter hereof, including the
Prior Agreement, as amended.




          10.9 Governing Law. This Agreement shall be construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation and performance of
this Agreement shall be governed by, the laws of the State of Illinois without giving effect to
provisions thereof regarding conflict of laws.




          10.10 No Strict Construction. The language used in this Agreement will be deemed to
be the language chosen by the parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any party hereto.




          10.11 Amendment and Waivers. Any provisions of this Agreement may be amended or
waived only with the prior written consent of the Company and Executive.




          10.12 Additional Section 409A Provisions. Notwithstanding any provision contained in
this Agreement to the contrary, if (a) any payment hereunder is subject to Section 409A of the
Code, (b) such payment is to be paid on account of Executive’s separation from service (within the
meaning of Section 409A of the Code) and (c) Executive is a “specified employee” (within the
meaning of Section 409A(a)(2)(B) of the Code), then such payment shall be delayed, if necessary,
until the first day of the seventh month following Executive’s separation from service (or, if
later, the date on which such payment is otherwise to be paid under this Agreement). With respect
to any payments hereunder that are subject to Section 409A of the Code and that are payable on
account of a separation from service, the determination of whether Executive has had a separation
from service shall be determined in accordance with Section 409A of the Code. It is the intention
of both the Company and Executive that the benefits and rights to which Executive could be entitled
in connection with termination of employment comply with Section 409A of the Code and the Treasury
Regulations and other guidance promulgated or issued thereunder, and the provisions of this
Agreement shall be construed in a manner consistent with that intention. If Executive or the
Company believes, at any time, that any such benefit or right does not so comply, it shall promptly
advise the other and shall negotiate reasonably and in good faith to amend the terms of such
benefits and rights such that they comply with Section 409A of the Code (with the most limited
possible economic effect on Executive and on the Company). Neither the Company nor Executive,
individually or in combination, may accelerate any payment or benefit that is subject to Section
409A of the Code, except in compliance with Section 409A and the provisions of this Agreement, and
no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may
be paid without violating Section 409A.







 









 











     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates written
below.



	 	 	 	 	 
	 	 	COMPANY:





HURON CONSULTING GROUP INC.

 	 
	 	By:  	James H. Roth
 	 
	 	 	Its:  CEO 	 
	 	 	Date March 2, 2010	 
	 
	 	 	MARY M. SAWALL

 	 
	 	By:  	/s/ Mary M. Sawall
 	 
	 	 	Mary M. Sawall 	 
	 	 	(print name)



2/14/10 	 
	 	 	

Date