exv10w1






Exhibit 10.1




AMENDED AND RESTATED

HURON CONSULTING GROUP INC.

2004 OMNIBUS STOCK PLAN





	1.	 	History and Purpose.





The Huron Consulting Group Inc. 2004 Omnibus Stock Plan (the “Plan”) was established, adopted and
approved by the Board of Directors of Huron Consulting Group Inc. (“Huron”) and was approved by
Huron’s stockholders effective as of October 12, 2004. The Plan was amended effective as of May 2,
2006 to increase the number of shares available for issuance under the Plan, which amendment was
approved by Huron’s stockholders. The Plan was also amended to make certain changes to the vesting
provisions in the case of death and disability. The following provisions constitute an amendment
and restatement of the Plan subject to the approval of Huron’s stockholders. The Plan is intended
to attract and retain employees, non-employee directors and independent contractors of the Company,
to motivate them to achieve long-term Company goals and to further align their interests with those
of Huron’s stockholders.





	2.	 	Definitions.





As used in the Plan, the following definitions apply to the terms indicated below:





	 	(a)	 	“Administrative Actions” shall have the meaning set forth in Section
4(d).
	 
	 	(b)	 	“Affiliate” means any corporation, partnership, joint venture or other
entity during any period in which (i) Huron, directly or indirectly, owns at least
50% of the combined voting power of all classes of stock of such entity or at least
50% of the ownership interests in such entity or (ii) such entity, directly or
indirectly, owns at least 50% of the combined voting power of all classes of stock
of Huron.
	 
	 	(c)	 	“Agreement” shall mean an agreement between Huron and a Participant
evidencing an Award or a notice of an Award, in a form approved by the Committee.
	 
	 	(d)	 	“Alternative Agreement” shall mean, with respect to any Participant, an
employment agreement, senior management agreement or other written agreement
describing the Participant’s terms of employment with Huron or an Affiliate.
	 
	 	(e)	 	“Award” shall mean any Option, Stock Appreciation Right, Restricted
Stock, Phantom Stock, Stock Bonus or Other Award granted pursuant to the terms of
the Plan.
	 
	 	(f)	 	“Board of Directors” shall mean the Board of Directors of Huron.




 









 






	 	(g)	 	“Business Criteria” shall mean (i) return on total stockholder equity;
(ii) earnings or book value per share of Common Stock; (iii) net income (before or
after taxes); (iv) earnings before all or any interest, taxes, depreciation and/or
amortization (“EBIT”, “EBITA” or “EBITDA”); (v) return on assets, capital or
investment; (vi) market share; (vii) cost reduction goals; (viii) earnings from
continuing operations; (ix) levels of expense, costs or liabilities; (x) department,
division or business unit level performance; (xi) operating profit; (xii) sales or
revenues; (xiii) stock price appreciation; (xiv) total stockholder return (TSR);
(xv) implementation or completion of critical projects or processes; (xvi) adjusted
EBITDA (e.g., EBITDA adjusted for restructuring and restatement costs); (xvii) days
sales outstanding (DSO); (xviii) financial coverage ratios; (xix) other non-GAAP
financial measures, or (xx) any combination of the foregoing. Where applicable,
Business Criteria may be expressed in terms of attaining a specified level of the
particular criteria or the attainment of a percentage increase or decrease in the
particular criteria, and may be applied to one or more of Huron, an Affiliate, or a
department, division or strategic business unit of Huron and/or one or more
Affiliates, or may be applied to the performance of Huron and/or one or more
Affiliates relative to a market index, a group of other companies or a combination
thereof, all as determined by the Committee. The Business Criteria may be subject
to a threshold level of performance below which no payment will be made (or no
vesting will occur), levels of performance at which specified payments will be made
(or specified vesting will occur), and a maximum level of performance above which no
additional payment will be made (or at which full vesting will occur). Each of the
Business Criteria shall be determined, where applicable, in accordance with
generally accepted accounting principles and shall be subject to certification by
the Committee; provided that the Committee shall have the authority to make
equitable adjustments to the Business Criteria applicable to any Award in
recognition of (1) unusual or non-recurring events affecting Huron or any Affiliate
or the financial statements of Huron or any Affiliate, (2) in response to changes in
applicable laws or regulations (including tax laws, accounting principles or other
laws or provisions affecting reported results), (3) to account for items of gain,
loss or expense determined to be extraordinary or unusual in nature or infrequent in
occurrence or related to the disposal of a segment of a business or related to a
change in accounting principles, (4) asset write-downs, (5) litigation or claim
judgments or settlements, (6) accruals for reorganization and restructuring
programs, and (7) acquisitions or divestitures. To the extent that such inclusions
or exclusions affect Awards to Covered Employees which are intended to qualify as
“performance-based compensation” within the meaning of Section 162(m) of the Code
and regulations thereunder, such adjustments shall be prescribed in a form that
meets the requirements of Section 162(m) of the Code.




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	 	(h)	 	“Cash Incentive Award” shall have the meaning set forth in Section 12(b).
	 
	 	(i)	 	“Cause” shall mean, unless otherwise defined in the Participant’s
Agreement or an Alternative Agreement, any of the following actions or failures by a
Participant, as determined in the reasonable judgment of Huron: (i) engaging in
conduct that violates written policies of the Company; (ii) failure to perform the
essential functions of his or her job (except for a failure resulting from a bona
fide illness or incapacity); (iii) failure to carry out the reasonable directions of
the Company, issued through Huron’s Chief Executive Officer, the Board of Directors,
other appropriate senior employee responsible for the Participant’s business unit or
area, the Participant’s supervisor, or the person to whom the Participant reports,
(iv) embezzlement, misappropriation of corporate funds, any act of fraud, dishonesty
or self-dealing, or the commission of a felony or any significant violation of any
statutory or common law duty of loyalty to the Company; (v) an act or omission that
could adversely and materially affect the business or reputation of the Company or
involves moral turpitude; or (vi) a breach of a material provision of this Plan or
the Agreement evidencing an Award.
	 
	 	(j)	 	“Change of Control” shall mean 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;
	 
	 	(ii)	 	there is consummated a merger or consolidation of Huron or
any direct or indirect subsidiary of Huron with any Person, other than (1) 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;
(2) a merger or consolidation effected to implement a recapitalization of
Huron (or similar transaction) in 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




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	 	 	 	securities; or (3) 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;
	 
	 	(iii)	 	the stockholders 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
paragraph (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 stockholders 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) “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 (III) “Affiliate” shall have the meaning set
forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.
	 
	 	(k)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any regulations promulgated thereunder.
	 
	 	(l)	 	“Committee” shall mean a committee of the Board of Directors consisting
of two or more persons each of whom shall qualify as an “outside director” within
the meaning of Section 162(m) of the Code, a “nonemployee director” within the
meaning of Rule 16b-3 and an “independent director” within the meaning of the NASD
Rule 4350(c)(1).




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	 	(m)	 	“Common Stock” shall mean the common stock of Huron, par value $.01 per
share.
	 
	 	(n)	 	“Company” shall mean, collectively, Huron and its Affiliates.
	 
	 	(o)	 	“Covered Employee” shall have the meaning set forth in Section 162(m) of
the Code.
	 
	 	(p)	 	“Disabled” shall mean permanently and totally disabled within the meaning
of Section 22(e)(3) of the Code.
	 
	 	(q)	 	“Effective Date” shall mean October 12, 2004.
	 
	 	(r)	 	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended
from time to time.
	 
	 	(s)	 	“Fair Market Value” of a share of Common Stock as of any date shall mean
the value determined in accordance with the following rules:






	 	(i)	 	If the Common Stock is at the time listed or admitted to
trading on any stock exchange, then the Fair Market Value shall be the closing
price per share of Common Stock on the trading day immediately preceding such
date on the principal exchange on which the Common Stock is then listed or
admitted to trading or, if no such sale is reported on such preceding date, on
the last preceding date on which a sale was so reported.
	 
	 	(ii)	 	If the Common Stock is not at the time listed or admitted to
trading on a stock exchange but bid and asked prices for the Common Stock are
regularly reported, then the Fair Market Value shall be the arithmetic mean
between the closing or last bid and asked prices for the Common Stock on the
trading day immediately preceding such date or, if no bid and asked prices for
Common Stock are reported on such preceding date, on the most recent day
immediately prior thereto on which bid and asked prices were so reported.
	 
	 	(iii)	 	If the Common Stock is not listed or admitted to trading on
any stock exchange and if prices are not regularly reported for the Common
Stock as described in paragraph (ii), the Fair Market Value shall be as
determined by the Committee in good faith in its sole discretion or under
procedures established by the Committee, whose determination shall be
conclusive and binding.
	 
	 	(iv)	 	For purposes of determining the Fair Market Value of shares
of Common Stock that are sold pursuant to a broker-assisted cashless exercise
program, Fair Market Value shall be the price at which such shares are sold.




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	 	(t)	 	“Huron” shall mean Huron Consulting Group Inc., a Delaware corporation.
	 
	 	(u)	 	“Incentive Stock Option” shall mean an Option that qualifies as an
“incentive stock option” within the meaning of Section 422 of the Code, or any
successor provision, and which is designated by the Committee as an Incentive Stock
Option.
	 
	 	(v)	 	“Nonqualified Stock Option” shall mean an Option other than an Incentive
Stock Option.
	 
	 	(w)	 	“Option” shall mean an option to purchase shares of Common Stock granted
pursuant to Section 7 hereof.
	 
	 	(x)	 	“Other Award” shall mean an Award granted pursuant to Section 12 hereof.
	 
	 	(y)	 	“Participant” shall mean an employee, non-employee director or
independent contractor of the Company to whom an Award is granted pursuant to the
Plan.
	 
	 	(z)	 	“Performance-Based Award” is an Option, Stock Appreciation Right and any
other right or Award granted under the Plan the vesting or earning of which is
conditioned on the achievement of performance targets or performance objectives.
	 
	 	(aa)	 	“Phantom Stock” shall mean a right, granted pursuant to Section 10
hereof, to receive in cash or shares the Fair Market Value of a share of Common
Stock.
	 
	 	(bb)	 	“Plan” shall mean the Huron Consulting Group Inc. 2004 Omnibus Stock Plan
as set forth herein.
	 
	 	(cc)	 	“Restricted Stock” shall mean a share of Common Stock which is granted
pursuant to the terms of Section 9 hereof and which is subject to restrictions
described in Section 9.
	 
	 	(dd)	 	“Retention Award” shall mean an Award (other than an Option or Stock
Appreciation Right) that is vested or earned solely on the basis of the performance
of future services for the Company.
	 
	 	(ee)	 	“Retirement” shall mean the termination of a Participant’s employment or
service with the Company on or after the date on which he has attained age 65. A
Participant’s termination of employment or service shall not be considered to be on
account of Retirement if the employment or service is terminated by the Company for
Cause.




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	 	(ff)	 	“Rule 16b-3” shall mean the Rule 16b-3 promulgated under the Exchange
Act, as amended from time to time.
	 
	 	(gg)	 	“Securities Act” shall mean the Securities Act of 1933, as amended from
time to time.
	 
	 	(hh)	 	“Stock Appreciation Right” shall mean a right granted pursuant to Section
8 hereof which entitles the Participant to receive, upon exercise of the Award, an
amount of cash or shares of Common Stock (as determined in accordance with the terms
of the Plan and the Award) having a value equal to the excess of: (i) the Fair
Market Value, determined at the time of exercise, of a specified number of shares of
Common Stock; over (ii) an exercise price established by the Committee at the time
of grant, subject to the terms and conditions of the Plan.
	 
	 	(ii)	 	“Stock Bonus” shall mean a bonus payable in shares of Common Stock
granted pursuant to Section 11 hereof.
	 
	 	(jj)	 	“Subsidiary” shall mean a “subsidiary corporation” of Huron within the
meaning of Section 424(f) of the Code.






	3.	 	Stock Subject to the Plan.






	 	(a)	 	Shares Available for Awards. The maximum number of shares of Common
Stock reserved for issuance under the Plan shall be 4,891,000 shares (subject to
adjustment as provided herein). Such shares may be authorized but unissued shares
of Common Stock or authorized and issued shares of Common Stock held in Huron’s
treasury, including shares purchased in the open market or in private transactions.
	 
	 	(b)	 	Limitations on Awards. Subject to the provisions of this Section 3, the
maximum number of shares of Common Stock to which Awards relate that may be granted
to any Participant in the aggregate during any calendar year shall not exceed
500,000 shares (subject to adjustment as provided herein). For purposes of this
Section 3(b):






	 	(i)	 	If Awards are denominated in shares of Common Stock but an
equivalent amount of cash is delivered in lieu of shares of Common Stock, the
foregoing limit shall be applied based on the methodology used by the
Committee to convert the number of shares into cash.
	 
	 	(ii)	 	If delivery of shares of Common Stock or cash is deferred
until after shares of Common Stock have been earned, any adjustment in the
amount delivered to reflect actual or deemed investment experience after the
date the shares are earned shall be disregarded.




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	 	(c)	 	Limits on Incentive Stock Options. The maximum number of shares of
Common Stock to which Incentive Stock Options relate that may be granted under the
Plan shall be 325,000 (subject to adjustment as provided herein).
	 
	 	(d)	 	Limitations on Cash Incentive Awards. The maximum amount payable to any
Participant for any twelve month performance period with respect to a Cash Incentive
Award granted under the Plan shall be $10,000,000 (pro rated for performance periods
that are greater or lesser than twelve months). For purposes of this Section 3(d):






	 	(i)	 	If the Award is denominated in cash but an equivalent
amount of Common Stock is delivered in lieu of delivery of cash, the
foregoing limit shall be applied to the cash based on the methodology used by
the Committee to convert the cash into shares.
	 
	 	(ii)	 	If delivery of shares of Common Stock or cash is deferred
until after cash has been earned, any adjustment in the amount delivered to
reflect actual or deemed investment experience after the date the cash is
earned shall be disregarded.






	 	(e)	 	Adjustment for Change in Capitalization. In the event that any dividend
or other distribution is declared (whether in the form of cash, Common Stock, or
other property), or there occurs any recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, spin-off, combination, repurchase,
share exchange or other similar corporate transaction or event, the Committee shall
equitably adjust, in its sole and absolute discretion, (i) the number and kind of shares of stock which may thereafter be issued in connection with Awards; (ii) the
number and kind of shares of stock or other property issued or issuable in respect
of outstanding Awards; (iii) the exercise price, grant price or purchase price
relating to any Award; (iv) the limitations set forth in Sections 3(a), 3(b), 3(c)
and 3(d) (provided that, with respect to Incentive Stock Options, such adjustment
shall be made in accordance with Section 424 of the Code and any regulations
thereunder); and (v) any other adjustments that the Committee determines to be
equitable (which may include, without limitation, (1) replacement of Awards with
other Awards which the Committee determines have comparable value and which are
based on stock of a company resulting from the transaction and (2) cancellation of
the Award in return for cash payment of the current value of the Award, determined
as though the Award is fully vested at the time of payment, provided that in the
case of an Option or Stock Appreciation Right, the amount of such payment may be the
excess of value of the shares of Common Stock subject to the Option or Stock
Appreciation Right at the time of the transaction over the exercise price).




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	 	(f)	 	Reuse of Shares. Except to the extent that to do so would prevent the
grant of Incentive Stock Options hereunder, the following shares of Common Stock
shall again become available for Awards: (i) any shares subject to an Award that
remain unissued upon the cancellation, surrender, exchange, forfeiture or
termination of such Award without having been exercised or settled, (ii) any shares
subject to an Award that are retained as payment of the exercise price or tax
withholding obligations with respect to an Award, and (iii) a number of shares equal
to the number of previously owned shares of Common Stock surrendered as payment of
the exercise price of an Option or to satisfy tax withholding obligations with
respect to an Award. In addition, (x) to the extent an Award is paid or settled in
cash, the number of shares of Common Stock with respect to which such payment or
settlement is made shall again be available for grants of Awards pursuant to the
Plan and (y) in the event of the exercise of a Stock Appreciation Right granted in
relation to an Option, the excess of the number of shares subject to the Stock
Appreciation Right over the number of shares delivered upon the exercise of the
Stock Appreciation Right shall again be available for grants of Awards pursuant to
the Plan.






	4.	 	Administration of the Plan.






	 	(a)	 	General. The Plan shall be administered by the Committee. The Committee
shall have the authority in its sole discretion, subject to and not inconsistent
with the express provisions of the Plan, to administer the Plan and to exercise all
the powers and authorities either specifically granted to it under the Plan or
necessary or advisable in the administration of the Plan, including, without
limitation, the authority to grant Awards; to determine the persons to whom and the
time or times at which Awards shall be granted; to determine the type and number of
Awards to be granted; the number of shares of Common Stock or cash or other property
to which an Award may relate and the terms, conditions, restrictions and performance
criteria relating to any Award; to determine whether, to what extent, and under what
circumstances an Award may be settled, cancelled, forfeited, exchanged, or
surrendered; to conclusively construe and interpret the Plan and all Awards; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of Agreements; and to make all other
determinations deemed necessary or advisable for the operation and administration of
the Plan. The Committee may, in its sole and absolute discretion, without amendment
to the Plan (but subject to the terms and conditions of the Plan), (i) accelerate
the date on which any Option or Stock Appreciation Right becomes exercisable; (ii)
waive or amend the operation of Plan provisions respecting exercise after
termination of employment (provided that the term of an Option or Stock Appreciation
Right may not be extended beyond ten years from the date of grant); (iii) accelerate
the vesting date, or waive any condition imposed hereunder,




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	 	 	 	with respect to any share of Restricted Stock, Phantom Stock, Stock Bonus or
Other Award; and (iv) otherwise adjust any of the terms applicable to any such
Award in a manner consistent with the terms of the Plan.
	 
	 	(b)	 	Decisions Binding. Any interpretation of the Plan by the Committee and
any decision made by it under the Plan is final and binding on all persons.
	 
	 	(c)	 	Delegation. Except to the extent prohibited by the applicable rules of
any stock exchange, the Committee may allocate all or any portion of its
responsibilities and powers to any one or more of its members and may delegate all
or any part of its administrative responsibilities and powers to any person or
persons selected by it. Any such allocation or delegation may be revoked by the
Committee at any time.
	 
	 	(d)	 	Indemnification. No member of the Committee (or an authorized delegate
of the Committee), and no officer of Huron or any of the Affiliates, shall be liable
for any action taken or omitted to be taken by such individual or by any other
member of the Committee or officer of Huron or any Affiliate in connection with the
performance of duties under this Plan, except for such individual’s own willful
misconduct or as expressly provided by law (the “Administrative Actions”). Further,
the Committee (and all delegates of the Committee), in addition to such other rights
of indemnification as they may have as members of the Board of Directors or officers
of Huron or an Affiliate, any individual serving as a Committee member (and any
authorized delegate) shall be indemnified and held harmless by Huron to the fullest
extent allowed by law against all costs and expenses reasonably incurred by them in
connection with any action, suit or proceeding to which they or any of them may be
party by reason of any Administrative Action.






	5.	 	Eligibility.





The persons who shall be eligible to receive Awards pursuant to the Plan shall be such employees of
the Company (including officers of the Company, whether or not they are directors of Huron or any
Affiliate), independent contractors to the Company and non-employee directors of Huron or any
Affiliate, in each case as the Committee shall select from time to time. The grant of an Award
hereunder to any employee, non-employee director or independent contractor shall impose no
obligation on the Company to continue the employment or service of a Participant and shall not
lessen or affect the Company’s right to terminate the employment or service of such Participant.
No Participant or other person shall have any claim to be granted any Award, and there is no
obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards, or
of multiple Awards granted to a Participant. The terms and conditions of Awards and the
Committee’s determinations and interpretations with respect thereto need




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not be the same with respect to each Participant (whether or not such Participants are similarly
situated).





	6.	 	Awards Under the Plan; Agreement; Special Vesting and Exercise Provisions.






	 	(a)	 	Available Awards. The Committee may grant Options, Stock Appreciation
Rights, Restricted Stock, Phantom Stock, Stock Bonuses and Other Awards in such
amounts and with such terms and conditions as the Committee shall determine, subject
to the terms and conditions of the Plan.
	 
	 	(b)	 	Agreement. The Committee may require a Participant to enter into an
Agreement evidencing the Award, which Agreement shall contain such terms and
conditions, not inconsistent with the Plan, as the Committee determines in its
discretion.
	 
	 	(c)	 	Accelerated Vesting. Notwithstanding any other provision of the Plan to
the contrary, unless otherwise specifically provided by the Committee, any Award
(other than a Cash Incentive Award) that is outstanding on the date on which the
Participant’s employment or service with the Company terminates due to death or as a
result of the Participant’s being Disabled shall become fully vested or exercisable,
as applicable, on the date on which the Participant’s employment or service with the
Company terminates due to the Participant’s death or as a result of the
Participant’s being Disabled.
	 
	 	(d)	 	Special Exercise and Vesting Rules. Notwithstanding any other provision
of the Plan or any Agreement to the contrary (other than the provisions of Section
6(c)) and except for Awards which do not exceed 5% of the total number of shares of
Common Stock reserved for issuance under the Plan in the aggregate, in no event (i)
shall any Performance-Based Award become exercisable or vested prior to the first
anniversary of the date on which it is granted and (ii) shall any Retention Award
become vested prior to the third anniversary of the date on which it is granted.
Notwithstanding the foregoing provisions of this Section 6(d)), the Committee may
provide for acceleration of the exercisability and vesting of Performance-Based
Awards and/or Retention Awards in the event of the Participant’s Retirement or in
the event of a Change of Control. This Section 6(d) applies to Awards made under
the Plan after the date on which this amended and restated Plan is approved by
Huron’s stockholders. The provisions of this Section 6(d) shall not apply to (y)
grants made to newly eligible Participants to replace awards from a prior employer
and (z) grants that are a form of payment of earned performance awards or other
incentive compensation.
	 
	 	(e)	 	Leaves of Absence. Unless otherwise provided by the Committee and, with
respect to Incentive Stock Options, to the extent permitted under




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	 	 	 	Section 422 of the Code, subject in all cases to the terms and conditions of the
Award, in the case of any Participant who takes an approved unpaid leave of
absence (i) a Participant’s employment shall not be deemed to be terminated
solely because of such leave of absence; (ii) the Participant shall continue to
vest in his outstanding Awards under the Plan during the first 30 days of such
leave of absence; and (iii) the Participant shall cease to vest in his
outstanding Awards under the Plan during any period of such leave of absence
which exceeds 30 days.






	7.	 	Options.






	 	(a)	 	Identification of Options. Each Option shall be clearly identified as
either an Incentive Stock Option or a Nonqualified Stock Option.
	 
	 	(b)	 	Exercise Price. The amount per share that a Participant shall be
required to pay upon exercise of an Option (the “exercise price”) shall be
established by the Committee at the time of grant; provided, however, that in no
event shall the exercise price be less than 100% of the Fair Market Value of a share
of Common Stock on the date of grant (or, if greater, the par value of a share of
Common Stock on the date of grant).
	 
	 	(c)	 	No Repricing. Except for either adjustments pursuant to Section 3(e)
(relating to the adjustment of shares), or reductions of the exercise price approved
by Huron’s stockholders, the option price for any outstanding Option may not be
decreased after the date of grant nor may an outstanding Option granted under the
Plan be surrendered to Huron as consideration for the grant of a replacement Option
with a lower exercise price. In addition, no repricing of an Option shall be
permitted without the approval of Huron’s stockholders if such approval is required
under the rules of any stock exchange on which Common Stock is listed.
	 
	 	(d)	 	Term and Exercise of Options.






	 	(i)	 	Each Option shall become exercisable at the time determined
by the Committee at the date of grant, subject to the terms and conditions of
the Plan. At the time of grant of an Option, the Committee may impose such
restrictions or conditions to the exercisability of the Option as it, in its
absolute discretion, deems appropriate, including, but not limited to,
achievement of performance goals based on one or more Business Criteria or
conditions relating to the completion of a specified period of service.
Subject to Section 7(e) hereof, the Committee shall determine the expiration
date of each Option, which shall be no later than the tenth anniversary of the
date of grant of the Option. No Option may be exercised after the expiration
date applicable thereto.




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	 	(ii)	 	An Option shall be exercised by delivering the form of notice
of exercise provided by Huron. Payment for shares of Common Stock purchased
upon the exercise of an Option shall be made on the effective date of such
exercise by one or a combination of the following means (except that in the
case of exercise using a broker assisted cashless exercise, payment may be
made as soon as practicable after exercise): (1) in cash or by personal check,
certified check, bank cashier’s check or wire transfer; (2) in shares of
Common Stock owned by the Participant for at least six months prior to the
date of exercise and valued at their Fair Market Value on the effective date
of such exercise; or (3) by any such other methods (including broker assisted
cashless exercise via a broker selected by the Committee) as the Committee may
from time to time authorize; provided, however, that in all cases, the method
of making such payment shall be in compliance with applicable law. Any
payment in shares of Common Stock shall be effected by the delivery of such shares to the Secretary of Huron or his or her designee, duly endorsed in
blank or accompanied by stock powers duly executed in blank, together with any
other documents and evidences as the Secretary of Huron or his or her designee
shall require.
	 
	 	(iii)	 	Upon the exercise of an Option, in a manner determined by
the Committee, either (1) certificates for shares of Common Stock shall be
issued in the name of or for the account of the Participant or other person
entitled to receive such shares or (2) shares of Common Stock shall be
credited to such person’s account via book-entry transfer and shall be
registered in such person’s name solely on the records of the Company’s
transfer agent, in each case, as soon as practicable following the effective
date on which the Option is exercised.






	 	(e)	 	Provisions Relating to Incentive Stock Options. Incentive Stock Options
may only be granted to employees of Huron and its Subsidiaries, in accordance with
the provisions of Section 422 of the Code. To the extent that the aggregate Fair
Market Value of shares of Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by a Participant during any calendar year under
the Plan and any other stock option plan of Huron or any of its Subsidiaries shall
exceed $100,000, such Options shall be treated as Nonqualified Stock Options. For
purposes of the preceding sentence, Fair Market Value shall be determined as of the
date on which each such Incentive Stock Option is granted. No Incentive Stock
Option may be granted to an individual if, at the time of the proposed grant, such
individual owns (or is deemed to own under the Code) stock possessing more than ten
percent of the total combined voting power of all classes of stock of Huron and its
Subsidiaries unless (i) the exercise price of such Incentive




13









 






	 	 	 	Stock Option is at least 110% of the Fair Market Value of a share of Common Stock
at the time such Incentive Stock Option is granted and (ii) such Incentive Stock
Option is not exercisable after the expiration of five years from the date such
Incentive Stock Option is granted. A Participant shall be required to notify
Huron of any disposition of shares of Common Stock issued pursuant to the
exercise of an Incentive Stock Option under the circumstances described in
Section 421(b) of the Code (relating to certain disqualifying dispositions),
within 10 days of such disposition.
	 
	 	(f)	 	Effect of Termination of Employment (or Provision of Services). The
Committee shall determine the effect of termination of employment or termination of
service on each Option, subject to the terms and conditions of the Plan. Unless
otherwise provided by the Committee, (i) in the event that a Participant’s
employment with the Company (or the Participant’s service to the Company) shall
terminate for any reason other than Cause, death, or the Participant’s being
Disabled, (1) each Option granted to such Participant, to the extent that it is
exercisable at the time of such termination, shall remain exercisable for the 90 day
period following such termination, but in no event following the expiration of its
term and (2) each Option that remains unexercisable as of the date of such a
termination shall be terminated at the time of such termination and, (ii) in the
event that the employment of a Participant with the Company (or the Participant’s
service to the Company) shall terminate on account of Cause, each Option that is
outstanding as of the date of such termination, whether or not then exercisable,
shall be terminated at the time of such termination.






	8.	 	Stock Appreciation Rights.






	 	(a)	 	Awards of Stock Appreciation Rights. A Stock Appreciation Right may be
granted in connection with an Option at the time of grant or may be granted
unrelated to an Option. If a Stock Appreciation Right is granted in connection with
an Option, the exercise price of both the Option and Stock Appreciation Right shall
be the same, and the exercise of the Option or Stock Appreciation Right with respect
to a share of Common Stock shall cancel the corresponding Stock Appreciation Right
or Option right with respect to such share. If a Stock Appreciation Right is in
connection with an Option but is granted after the grant of the Option (or vice
versa), the later granted related Award shall have the same exercise price as the
earlier granted Award, but in no event less than the Fair Market Value of a share of
Common Stock at the time of such grant.
	 
	 	(b)	 	Exercise Price. The exercise price of a Stock Appreciation Right shall
be established by the Committee at the time of grant; provided, however, that in no
event shall the exercise price be less than 100% of the Fair




14









 






	 	 	 	Market Value of a share of Common Stock on the date of grant (or, if greater, the
par value of a share of Common Stock on the date of grant).
	 
	 	(c)	 	No Repricing. Except for either adjustments pursuant to Section 3(e)
(relating to the adjustment of shares), or reductions of the exercise price of a
Stock Appreciation Right approved by Huron’s stockholders, the exercise price for
any outstanding Stock Appreciation Right may not be decreased after the date of
grant nor may an outstanding Stock Appreciation Right granted under the Plan be
surrendered to Huron as consideration for the grant of a replacement Stock
Appreciation Right with a lower exercise price. In addition, no repricing of a
Stock Appreciation Right shall be permitted without the approval of Huron’s
stockholders if such approval is required under the rules of any stock exchange on
which Common Stock is listed.
	 
	 	(d)	 	Term and Exercise of Stock Appreciation Rights.






	 	(i)	 	Each Stock Appreciation Right shall become exercisable at the
time determined by the Committee at the date of grant, subject to the terms
and conditions of the Plan. At the time of grant of a Stock Appreciation
Right, the Committee may impose such restrictions or conditions to the
exercisability of the Stock Appreciation Right as it, in its absolute
discretion, deems appropriate, including, but not limited to, achievement of
performance goals based on one or more Business Criteria or conditions
relating to the completion of a specified period of service and the Committee
may place a limitation on the amount payable upon exercise of a Stock
Appreciation Right. The Committee shall determine the expiration date of each
Stock Appreciation Right, which shall be no later than the tenth anniversary
of the date of grant of the Stock Appreciation Right. No Stock Appreciation
Right may be exercised after the expiration date applicable thereto.
	 
	 	(ii)	 	A Stock Appreciation Right shall be exercised by delivering
the form of notice of exercise provided by Huron. Any settlement of exercise
of a Stock Appreciation Right in shares of Common Stock shall be effected by
the delivery of such shares to the Secretary of Huron or his or her designee,
duly endorsed in blank or accompanied by stock powers duly executed in blank,
together with any other documents and evidences as the Secretary of Huron or
his or her designee shall require.
	 
	 	(iii)	 	Payment in settlement of a Stock Appreciation Right may be
made solely in whole shares of Common Stock valued at their Fair Market Value
on the date of exercise of the Stock Appreciation Right or alternatively, in
the sole discretion of the Committee,




15









 






	 	 	 	solely in cash or a combination of cash and shares. If the Committee
decides that payment will be made in shares of Common Stock, and the
amount payable results in a fractional share, payment for the fractional
share will be made in cash.
	 
	 	(iv)	 	Upon the exercise of a Stock Appreciation Right, in a manner
determined by the Committee, either (i) certificates for shares of Common
Stock shall be issued in the name of or for the account of the Participant or
other person entitled to receive such shares, or (ii) shares of Common Stock
shall be credited to such person’s account via book-entry transfer and shall
be registered in such person’s name solely on the records of the Company’s
transfer agent, in each case, as soon as practicable following the effective
date on which the Stock Appreciation Right is exercised.






	 	(e)	 	Effect of Termination of Employment (or Provision of Services). The
Committee shall determine the effect of termination of employment or termination of
service on each Stock Appreciation Right, subject to the terms and conditions of the
Plan. Unless otherwise provided by the Committee, (i) in the event that a
Participant’s employment with the Company (or the Participant’s service to the
Company) shall terminate for any reason other than Cause, death, or the
Participant’s being Disabled, (1) each Stock Appreciation Right granted to such
Participant, to the extent that it is exercisable at the time of such termination,
shall remain exercisable for the 90 day period following such termination, but in no
event following the expiration of its term and (2) each Stock Appreciation Right
that remains unexercisable as of the date of such a termination shall be terminated
at the time of such termination and, (ii) in the event that the employment of a
Participant with the Company (or the Participant’s service to the Company) shall
terminate on account of Cause, each Stock Appreciation Right that is outstanding as
of the date of such termination, whether or not then exercisable, shall be
terminated at the time of such termination.






	9.	 	Restricted Stock.






	 	(a)	 	Price. At the time of the grant of shares of Restricted Stock, the
Committee shall determine the price, if any, to be paid by the Participant for each
share of Restricted Stock subject to the Award.
	 
	 	(b)	 	Vesting Date. At the time of the grant of shares of Restricted Stock,
the Committee shall establish a vesting date or vesting dates with respect to such
shares, subject to the terms and conditions of the Plan. The Committee may divide
such shares into classes and assign a different vesting date for each class.
Provided that all conditions to the vesting of a share of Restricted Stock are
satisfied, and subject to Section 9(h), upon the occurrence of the vesting date with
respect to a share of




16









 






	 	 	 	Restricted Stock, such share shall vest and the restrictions of Section 9(d)
shall lapse.
	 
	 	(c)	 	Conditions to Vesting. At the time of the grant of shares of Restricted
Stock, the Committee may impose such restrictions or conditions to the vesting of
such shares as it, in its absolute discretion, deems appropriate, including, but not
limited to, achievement of performance goals based on one or more Business Criteria.
The Committee may also provide that the vesting or forfeiture of shares of
Restricted Stock may be based upon the achievement of, or failure to achieve,
certain levels of performance and may provide for partial vesting of Restricted
Stock in the event that the maximum level of performance is not met if the minimum
level of performance has been equaled or exceeded.
	 
	 	(d)	 	Restrictions on Transfer Prior to Vesting. Prior to the vesting of a
share of Restricted Stock, such Restricted Stock may not be transferred, assigned or
otherwise disposed of, and no transfer of a Participant’s rights with respect to
such Restricted Stock, whether voluntary or involuntary, by operation of law or
otherwise, shall be permitted. Immediately upon any attempt to transfer such
rights, such shares, and all of the rights related thereto, shall be forfeited by
the Participant.
	 
	 	(e)	 	Dividends on Restricted Stock. Any dividends paid on shares of
Restricted Stock shall be held in escrow until all restrictions on such shares have
lapsed.
	 
	 	(f)	 	Issuance of Certificates. The Committee may, upon such terms and
conditions as it determines, provide that (i) a certificate or certificates
representing the shares underlying a Restricted Stock award shall be registered in
the Participant’s name or (ii) subject to applicable law, shares of Common Stock
representing a Restricted Stock award shall be credited to the Participant’s account
via book-entry transfer and shall be registered in the Participant’s name solely on
the records of the Company’s transfer agent, and, in each case, shall bear an
appropriate legend or notation, as applicable, specifying that such shares are not
transferable and are subject to the terms and conditions of the Plan and the
restrictions, terms and conditions set forth in the applicable Agreement, provided
that the Common Stock underlying any Restricted Stock award, whether issued in
certificate or book-entry form, shall be held in escrow by Huron on behalf of the
Participant until such shares become vested or are forfeited.
	 
	 	(g)	 	Consequences of Vesting. Upon the vesting of a share of Restricted Stock
pursuant to the terms hereof, the restrictions in Section 9(d) shall lapse with
respect to such share. Following the date on which a share of Restricted Stock
vests and as soon as practicable thereafter, Huron shall cause, upon such terms as
determined by the Committee, either (i) a




17









 






	 	 	 	certificate or certificates for shares of Common Stock to be issued to and
registered in the name of or for the account of the Participant or other person
entitled to receive such shares or (ii) shares of Common Stock to be credited to
such person’s account via book-entry transfer and for such shares to be issued
and registered in such person’s name solely on the records of the Company’s
transfer agent, and, in each case, to cause such shares to bear a restrictive
legend if the Committee determines such a legend to be appropriate.
	 
	 	(h)	 	Effect of Termination of Employment (or Provision of Services). The
Committee shall determine the effect of termination of employment or termination of
service on each Award of Restricted Stock, subject to the terms and conditions of
the Plan. Unless otherwise provided by the Committee, in the event that a
Participant’s employment with the Company (or the Participant’s service to the
Company) shall terminate for any reason other than Cause, death, or the
Participant’s being Disabled, any and all shares to which restrictions on
transferability apply shall be immediately forfeited by the Participant and
transferred to, and reacquired by, Huron. In the event that the Company requires a
return of shares, it shall also have the right to require the return of all
dividends paid on such shares, whether by termination of any escrow arrangement
under which such dividends are held or otherwise.






	10.	 	Phantom Stock.






	 	(a)	 	Vesting Date. At the time of the grant of shares of Phantom Stock, the
Committee shall establish a vesting date or vesting dates with respect to such
shares, subject to the terms and conditions of the Plan. The Committee may divide
such shares into classes and assign a different vesting date for each class.
Provided that all conditions to the vesting of a share of Phantom Stock are
satisfied, and subject to Section 10(d), upon the occurrence of the Vesting Date
with respect to a share of Phantom Stock, such share shall vest.
	 
	 	(b)	 	Benefit Upon Vesting. Unless otherwise provided in an Agreement, upon
the vesting of a share of Phantom Stock, the Participant shall be paid, within 30
days of the date on which such share vests or at such other time specified by the
Committee at the time of grant or otherwise in accordance with applicable law, an
amount, in cash and/or shares of Common Stock, as determined by the Committee, equal
to the sum of (i) the Fair Market Value of a share of Common Stock on the date on
which such share of Phantom Stock vests and (ii) the aggregate amount of cash
dividends paid with respect to a share of Common Stock during the period commencing
on the date on which the share of Phantom Stock was granted and terminating on the
date on which such share vests.




18









 






	 	(c)	 	Conditions to Vesting. At the time of the grant of shares of Phantom
Stock, the Committee may impose such restrictions or conditions to the vesting of
such shares as it, in its absolute discretion, deems appropriate, including, but not
limited to, achievement of performance goals based on one or more Business Criteria.
The Committee may also provide that the vesting or forfeiture of shares of Phantom
Stock may be based upon the achievement of, or failure to achieve, certain levels of
performance and may provide for partial vesting of Phantom Stock in the event that
the maximum level of performance is not met if the minimum level of performance has
been equaled or exceeded.
	 
	 	(d)	 	Effect of Termination of Employment (or Provision of Services). The
Committee shall determine the effect of termination of employment or termination of
service on each Award of Phantom Stock, subject to the terms and conditions of the
Plan. Unless otherwise provided by the Committee, (i) in the event that a
Participant’s employment with the Company (or the Participant’s service to the
Company) shall terminate for any reason other than Cause, death, or the
Participant’s being Disabled, any and all shares of Phantom Stock that have not
vested, together with any dividends credited on such shares, shall be immediately
forfeited and, (ii) in the event that the employment of a Participant with the
Company (or the Participant’s service to the Company) shall terminate on account of
Cause, any and all shares of Phantom Stock that are outstanding as of the date of
such termination, whether or not then vested, shall be immediately terminated at the
time of such termination.






	11.	 	Stock Bonuses.





In the event that the Committee grants a Stock Bonus to a Participant, in a manner determined by
the Committee, either (a) certificates for shares of Common Stock shall be issued in the name of or
for the account of the Participant or other person entitled to receive such shares or (b) shares of
Common Stock shall be credited to such person’s account via book-entry transfer and shall be
registered in such Participant’s name solely on the records of the Company’s transfer agent, in
each case, as soon as practicable following the effective date of the grant of the Stock Bonus.





	12.	 	Other Awards and Cash Incentive Awards.






	 	(a)	 	Other Awards. Forms of Awards other than those specified in Section 7,
8, 9, 10 or 11 (“Other Awards”) may be granted either alone or in addition to other
Awards under the Plan. An Other Award is an Award that is valued in whole or in
part by reference to, or otherwise based on, Common Stock. Subject to the terms and
conditions of the Plan, the Committee shall have sole and complete authority to
determine the persons to whom and the time or times at which such Other Awards shall
be granted, the number of shares of Common Stock to be granted




19









 






	 	 	 	pursuant to such Other Awards, or the conditions to the vesting and/or payment of
such Other Awards (which may include, but not be limited to, achievement of
performance goals based on one or more Business Criteria) and all other terms and
conditions of such Other Awards.
	 
	 	(b)	 	Cash Incentive Awards. A specific form of Other Award that may be
granted under the Plan is a “Cash Incentive Award”. A Cash Incentive Award is an
Award that grants to the Participant a right to receive a payment of cash (or in the
discretion of the Committee, shares of Common Stock having value equivalent to the
cash otherwise payable) that is contingent on achievement of performance objectives
over a specified period established by the Committee and such other conditions,
restrictions and contingencies, as determined by the Committee.






	13.	 	Performance-Based Compensation
	 
	 	 	The Committee may designate any Award of Restricted Stock, Phantom Stock, Stock Bonus, or
Other Award (including a Cash Incentive Award) granted to a Participant under the Plan as
“Performance-Based Compensation” within the meaning of Section 162(m) of the Code and
regulations thereunder. To the extent required by Section 162(m) of the Code, any such
Award so designated shall be conditioned on the achievement of one or more performance
targets as determined by the Committee and the following additional requirements shall
apply:






	 	(a)	 	The performance targets established for the performance period
established by the Committee shall be objective (as that term is described in
regulations under Section 162(m) of the Code), and shall be established in writing
by the Committee not later than 90 days after the beginning of the performance
period (but in no event after 25% of the performance period has elapsed), and while
the outcome as to the performance targets is substantially uncertain. The
performance targets established by the Committee may be with respect to corporate
performance, operating group or sub-group performance, individual company
performance, other group or individual performance, or division performance, and
shall be based on one or more of the Business Criteria.
	 
	 	(b)	 	A Participant otherwise entitled to receive a Performance-Based
Compensation Award for any performance period shall not receive a settlement or
payment of the Award until the Committee has determined that the applicable
performance target(s) have been attained. To the extent that the Committee
exercises discretion in making the determination required by this Section 13(b),
such exercise of discretion may not result in an increase in the amount of the
payment.
	 
	 	(c)	 	Subject to the other terms and conditions of the Plan, if an Award is
intended to constitute Performance-Based Compensation, the Committee




20









 






	 	 	 	may provide that if a Participant’s employment with the Company terminates
because of death or the Participant’s being Disabled, or if a Change of Control
occurs prior to the Participant’s termination date, the Participant’s
Performance-Based Compensation Award may become vested without regard to whether
the Award would continue to constitute Performance-Based Compensation.





Nothing in this Section 13 shall preclude the Committee from granting Awards under the Plan or the
Committee, Huron or any Affiliate from granting any cash incentive awards outside of the Plan that
are not intended to be Performance-Based Compensation; provided, however, that, at the time of
grant of Award by the Committee, the Committee shall designate whether such Awards are intended to
constitute Performance-Based Compensation. To the extent that the provisions of this Section 13
reflect the requirements applicable to Performance-Based Compensation, such provisions shall not
apply to the portion of the Award, if any, that is not intended to constitute Performance-Based
Compensation.





	14.	 	Change of Control.





Except as otherwise provided in an Agreement or an Alternative Agreement, in the event that a
Participant’s employment or service, as applicable, is terminated by Huron or the successor to
Huron (or an Affiliate which is his or her employer) for reasons other than Cause within 12 months
following a Change of Control, all Options and Stock Appreciation Rights which are then outstanding
shall become immediately exercisable and all other Awards shall become fully vested. If, (i) upon
a Change of Control, awards in other shares or securities are substituted for outstanding Awards
under the Plan and immediately following the Change of Control the Participant becomes employed (if
the Participant was an employee immediately prior to the Change of Control) or remains in continued
service (as a director or independent contractor if the Participant was a director or independent
contractor immediately prior to the Change of Control) of the entity into which Huron merged, or
the purchaser of substantially all of the assets of Huron or a successor to such entity or
purchaser, the Participant shall not be treated as having terminated employment or service for
purposes of this Section 14 until such time as the Participant terminates employment or service
with the merged entity or purchaser (or successor), as applicable, and (ii) if, in connection with
a Change of Control, a Participant is offered employment with a successor to Huron (or an
Affiliate) for which the Participant is reasonably qualified and on financial terms and conditions
which are comparable to the financial terms and conditions that applied to the Participant’s
employment immediately prior to the Change of Control, if the Participant does not accept the offer
of employment and if , as a result, the Participant’s employment with Huron, its Affiliates and
their respective successors is terminated, the Participant shall not be treated as having a
termination of employment for purposes of this Section 14.





	15.	 	Rights as a Stockholder.





No person shall have any rights as a stockholder with respect to any shares of Common Stock covered
by or relating to any Award until the date of issuance of a stock certificate




21









 








with respect to such shares or the date of crediting such shares to such person’s account via
book-entry transfer. Except for adjustments pursuant to Section 3(e), no adjustment to any Award
shall be made for dividends or other rights for which the record date occurs prior to the date such
stock certificate is issued or credit via book-entry transfer is made.





	16.	 	Limitations of Implied Rights.






	 	(a)	 	No Right to Employment or Continued Service. Nothing contained in the
Plan or any Agreement shall confer upon any Participant any right with respect to
the continuation of employment by or provision of services to the Company or
interfere in any way with the right of the Company, subject to the terms of any
separate agreement to the contrary, at any time to terminate such employment or
service or to increase or decrease the compensation of the Participant.
	 
	 	(b)	 	No Claim to Award. No person shall have any claim or right to receive an
Award hereunder. The grant of an Award to a Participant at any time shall neither
require the Committee to grant any other Award to such Participant or other person
at any time nor preclude the Committee from making subsequent grants to such
Participant or any other person.
	 
	 	(c)	 	No Right to Assets or Property. Neither a Participant nor any other
person shall, by reason of the Plan, acquire any right in or title to any assets,
funds or property of Huron or any Affiliate whatsoever, including, without
limitation, any specific funds, assets, or other property which Huron or any
Affiliate, in its sole discretion, may set aside in anticipation of a liability
under the Plan. A Participant shall have only a contractual right to the amounts,
if any, payable under the Plan, unsecured by any assets of Huron and any Affiliate.
Nothing contained in the Plan shall constitute a guarantee by Huron or any Affiliate
that the assets of such companies shall be sufficient to pay any benefits to any
person.






	17.	 	Securities Matters.






	 	(a)	 	Notwithstanding anything herein to the contrary, Huron shall not be
obligated to cause to be issued or delivered any certificates evidencing shares of
Common Stock pursuant to the Plan unless and until Huron is advised by its counsel
(which may be Huron’s in-house counsel) that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of governmental
authority and the requirements of any securities exchange on which shares of Common
Stock are traded. The Committee may require, as a condition of the issuance and
delivery of certificates evidencing shares of Common Stock pursuant to the terms
hereof, that the recipient of such shares make such agreements and representations,
and that such certificates




22









 






	 	 	 	bear such legends, as the Committee, in its sole discretion, deems necessary or
advisable.
	 
	 	(b)	 	The transfer of any shares of Common Stock hereunder shall be effective
only at such time as counsel to Huron (which may be Huron’s in-house counsel) shall
have determined that the issuance and delivery of such shares is in compliance with
all applicable laws, regulations of governmental authority and the requirements of
any securities exchange on which shares of Common Stock are traded. The Committee
may, in its sole discretion, defer the effectiveness of any transfer of shares of
Common Stock hereunder in order to allow the issuance of such shares to be made
pursuant to registration or an exemption from registration or other methods for
compliance available under federal or state securities laws. The Committee shall
inform the Participant in writing of its decision to defer the effectiveness of a
transfer. During the period of such deferral in connection with the exercise of an
Option, the Participant may, by written notice, withdraw such exercise and obtain
the refund of any amount paid with respect thereto.






	18.	 	Withholding Taxes.





All Awards and other payments under the Plan are subject to withholding of all applicable taxes.
Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct
therefrom an amount sufficient to satisfy any federal, state and local withholding tax requirements
related thereto. Whenever shares of Common Stock are to be delivered pursuant to an Award, the
Company shall have the right to require the Participant to remit to the Company in cash an amount
sufficient to satisfy any federal, state and local withholding tax requirements related thereto.
With the approval of the Committee, a Participant may satisfy the foregoing requirement by electing
to have the Company withhold from delivery shares of Common Stock having a value equal to the
amount of tax required to be withheld, as determined by the Committee or through the surrender of
shares of Common Stock which the Participant already owns; provided, however, that previously-owned
shares of Common Stock that have been held by the Participant or shares to which the Participant is
entitled under the Plan may only be used to satisfy the minimum tax withholding required by
applicable law (or other rates that will not have a negative accounting impact). Any shares used
to satisfy the withholding obligation shall be valued at their Fair Market Value on the date of
which the amount of tax to be withheld is determined. Such a withholding election may be made with
respect to all or any portion of the shares to be delivered pursuant to an Award.





	19.	 	Notification of Election Under Section 83(b) of the Code.





If any Participant shall, in connection with the acquisition of shares of Common Stock under the
Plan, make the election permitted under Section 83(b) of the Code, such Participant shall notify
Huron of such election within 10 days of filing notice of the election with the Internal Revenue
Service.




23









 









	20.	 	Amendment or Termination of the Plan.





The Board of Directors may, at any time, suspend or terminate the Plan or revise or amend it in any
respect whatsoever; provided, however, that stockholder approval shall be required for any such
amendment if and to the extent such approval is required in order to comply with applicable law
(including, but not limited to, the incentive stock options regulations and any amendments
thereto), or stock exchange or automated quotation system listing requirement. Without limiting
the generality of the foregoing, no amendment of the Plan will be made without the approval of
Huron’s stockholders if such amendment would (a) materially increase the benefits accruing to a
Participant under the Plan; (b) increase the aggregate number of shares of Common Stock that may be
issued under the Plan; (c) modify the requirements as to eligibility for participation in the Plan;
or (d) permit a decrease of the exercise price for any outstanding Option or Stock Appreciation
Right after the date of grant or permit an outstanding Option or Stock Appreciation Right granted
under the Plan to be surrendered to Huron as consideration for the grant of a replacement Option or
Stock Appreciation Right with a lower exercise price. Nothing in this Section 20 shall restrict
the Committee’s ability to exercise its discretionary authority pursuant to Sections 3 and 4, which
discretion may be exercised without amendment to the Plan. No action hereunder may, without the
consent of a Participant, reduce the Participant’s rights under any outstanding Award.





	21.	 	Transferability.






	 	(a)	 	General. Awards under the Plan are not transferable except as designated
by the Participant by will or by the laws of descent and distribution. Upon the
death of a Participant, outstanding Awards granted to such Participant may be
exercised only by the executor or administrator of the Participant’s estate or by a
person who shall have acquired the right to such exercise by will or by the laws of
descent and distribution. No transfer of an Award by will or the laws of descent
and distribution shall be effective to bind Huron unless the Committee shall have
been furnished with (i) written notice thereof and with a copy of the will and/or
such evidence as the Committee may deem necessary to establish the validity of the
transfer and (ii) an agreement by the transferee to comply with all the terms and
conditions of the Award that are or would have been applicable to the Participant
and to be bound by the acknowledgments made by the Participant in connection with
the grant of the Award.
	 
	 	(b)	 	Family Members. Notwithstanding Section 21(a), during a Participant’s
lifetime, the Committee may, in its sole discretion, pursuant to the provisions set
forth in this Section 21(b), permit the transfer, assignment or other encumbrance of
an outstanding Option, unless such Option is an Incentive Stock Option and the
Committee and the Participant intends that it shall retain such status. Subject to
the approval of the Committee and to any conditions that the Committee may
prescribe, a Participant may, upon providing written notice to Huron, elect to
transfer any or all




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	 	 	 	Options granted to such Participant pursuant to the Plan to members of his or her
immediate family, including, but not limited to, children, grandchildren and
spouse or to trusts for the benefit of such immediate family members or to
partnerships in which such family members are the only partners; provided,
however, that no such transfer by any Participant may be made in exchange for
consideration. Any such transferee must agree, in writing, to be bound by all
terms and conditions of the Plan.
	 
	 	(c)	 	Beneficiary. A Participant may file with the Committee a written
designation of a beneficiary on such form as may be prescribed by the Committee and
may, from time to time, amend or revoke such designation. If no designated
beneficiary survives the Participant, the executor or administrator of the
Participant’s estate shall be deemed to be the Participant’s beneficiary.






	22.	 	Miscellaneous






	 	(a)	 	Notices. Any notice or document required to be filed with the Committee
under the Plan will be properly filed if delivered or mailed by registered mail,
postage prepaid, to the Committee, in care of Huron at its principal executive
offices. The Committee may, by advance written notice to affected persons, revise
such notice procedure from time to time. Any notice required under the Plan (other
than exercise notice) may be waived by the person entitled to notice.
	 
	 	(b)	 	Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification or revocation
thereof, shall be in writing filed with the applicable Committee at such times, in
such form, and subject to such restrictions and limitations, not inconsistent with
the terms of the Plan, as the Committee shall require.
	 
	 	(c)	 	Liability for Cash Payments. Subject to the terms and conditions of the
Plan, Huron and each Affiliate shall be liable for payment of cash due under the
Plan with respect to any Participant to the extent that such benefits are
attributable to the service rendered for Huron or the Affiliate, as applicable, by
the Participant. Any disputes relating to liability of Huron or an Affiliate for
cash payments shall be resolved by the Committee.
	 
	 	(d)	 	Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on it
considers pertinent and reliable, and signed, made or presented by the proper party
or parties.




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	 	(e)	 	Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.
	 
	 	(f)	 	Expenses and Receipts. The expenses of the Plan shall be paid by Huron.
Any proceeds received by Huron in connection with any Award may be used for general
corporate purposes.
	 
	 	(g)	 	Applicable Law. Except to the extent preempted by any applicable federal
law, the Plan shall be construed and administered in accordance with the laws of the
State of Delaware without reference to its principles of conflicts of law.
	 
	 	(h)	 	No Fractional Shares. No fractional shares of Common Stock shall be
issued or delivered pursuant to the Plan. The Committee shall determine whether
cash, other Awards, or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.






	23.	 	Effective Date and Term of Plan.





The amendment and restatement of the Plan shall be subject to the requisite approval of the
stockholders of Huron. Unless earlier terminated by the Board of Directors, the right to grant
Awards under the Plan shall terminate on the tenth anniversary of the Effective Date. Awards
outstanding at Plan termination shall remain in effect according to their terms and the terms and
conditions of the Plan.





	24.	 	Severability.





If any provision of the Plan is held to be invalid or unenforceable, the other provisions of the
Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had
not been included in the Plan.





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