Exhibit
10.23


 


,
2009


 


Name


 


Re:          Mutual Fund Award
Agreement


 


Dear
                :


 


I
am pleased to confirm that Nuveen Investments, Inc. (the “Company”) has
awarded to you <<total # of units>> Restricted Units (the “Award”)
under the Nuveen
Investments 2009 Mutual Fund Investment Plan (the “Plan”), with a market
value of <<$xxx>> as of June 30, 2009  The Restricted Units represent shares of
mutual funds sponsored by the Company. 
The amount and type of mutual funds comprising the Restricted Units
awarded to you hereunder are described on Exhibit A hereto.  This Award is effective as of June 30,
2009 (the “Effective Date”).  As soon as
practicable after the Effective Date of this Award, the Company will cause the irrevocable nonexempt employees’ trust created under
the Plan (the “Trust”) to purchase the mutual fund shares underlying this Award
and deposit them to an account in your name under the Trust.  The units underlying this Award may increase
or decrease in value, and the Company makes no guarantee as to the ongoing
value of such underlying units.


 


The
terms and conditions of this Award are governed by the Plan, the Trust (copies
of which will be provided to you separately) and this Award Agreement.  Unless otherwise defined herein, terms used
in this Award Agreement have the meanings assigned to them in the Plan.  In the event of any inconsistency between the
terms of the Plan and the terms of this Award Agreement, the terms of the Plan
shall govern.


 


To
the extent not preempted by federal law, this Award Agreement shall be
construed, administered and governed in all respects under and by the laws of
the State of Delaware, without giving effect to its conflict of laws
principles.


 


Normal
Vesting Schedule


 


Except
as provided below and in the Plan, the Restricted Units in this Award will vest
in 50% installments on each June 30  of 2010 and
2011, respectively, provided you have remained continuously employed by the
Company or an Affiliate through such date. 
As soon as reasonably practicable following each applicable vesting
date, the Trust will transfer the vested portion of the Award to you, and in
all cases such transfer shall be made so as to comply with the exception for
short-term deferrals in Section 409A of the Code.


 


All
unvested Restricted Units will vest upon a Change of Control (as defined in the
Plan), provided you have remained continuously employed by the Company or an
Affiliate through the date such Change of Control occurs.


 

















 


Tax
Withholding Upon Vesting


 


Upon
vesting (whether such vesting is based on the normal time-based vesting
schedule, a Change of Control, or a termination as described below), the Trust
will withhold the minimum portion of the Restricted Units that have vested
necessary to satisfy its tax withholding obligation.


 


Dividend
Rights


 


Upon the Effective Date, you
shall have the right to receive all dividends, interest and capital gains paid
with respect to the Restricted Units of this Award.  Such income will be paid to you by the Trust
in cash net of withholding on a quarterly basis, providing you have remained
continuously employed by the Company or an Affiliate through the end of the
quarter for which the income is to be paid.


 


Other
Terms and Conditions


 


Unvested
Restricted Units will be forfeited in the event of termination of your
employment with the Company and its subsidiaries or Affiliates, unless such
termination is due to (i) your death, (ii) your Disability, (iii) a
termination by the Company without Cause, or (iv) a termination by you as
a result of Good Reason (but only where provided in an employment, consulting, or other written
agreement).  Where your employment is
terminated prior to one of the applicable vesting dates for one of the reasons
set forth in the previous sentence, a pro-rata portion of the Award that would
have otherwise vested on the next vesting date shall become vested.  This pro-rata amount will be determined by
multiplying the portion of the Award that would have become vested on the next
vesting date times a fraction, the numerator of which shall be the number of
full months in the
period beginning with either (i) the Effective Date if such termination
occurs prior to the 2010 vesting date or (ii) the next day following the
2010 vesting date if such termination occurs after the 2010 vesting date (in
either case, the “Beginning Date”), and ending on last day of the month in
which the termination date occurs, and the denominator of which shall be the
number of months from the Beginning Date to the next vesting date following the
termination date.  For the
avoidance of doubt, if your employment is terminated prior to the 2010 vesting
date for one of the reasons set forth in the first sentence of this paragraph,
you shall forfeit 100% of the unvested portion of the Award that would have
otherwise vested on the 2011 vesting date.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  NUVEEN
  INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 

















 


EXHIBIT A


 


Mutual Fund Shares


 


	
  Fund
  Name

  	
   

  	
  Ticker Symbol

  	
   

  	
  NAV as of

  6/30/09

  	
   

  	
  # Shares

  
	
  <<>> 

  	
   

  	
  <<>> 

  	
   

  	
  <<>> 

  	
   

  	
  <<>> 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  <<Total>>