Amendment to Massaro Agreement



 Exhibit 10.8 
 FIRST AMENDMENT 
 TO 
 SENIOR MANAGEMENT AGREEMENT 
  
 WHEREAS, Huron Consulting Group LLC, a Delaware limited liability company (the “Company”), has entered into a Senior Management Agreement, effective as of August 12, 2002, (the
“Agreement”) with George E. Massaro (the “Executive”); 
  
 WHEREAS, the Company is wholly owned by Huron Consulting Group, Inc., a Delaware corporation (the “Parent”); 
  
 WHEREAS, the Parent contemplates the consummation of an initial public offering of its common stock (the “IPO”); and 
  
 WHEREAS, the Executive and the Company desire to amend the Agreement, subject
to and effective simultaneous with the Closing of the IPO. 
  
 NOW, THEREFORE, the Agreement is hereby amended, effective as set forth in Paragraph 4 below, as follows: 
  
 1. The Agreement is hereby amended by adding a new Section 6.4, as follows: 
  
 6.4 Change of Control. 
  
 (a) The provisions of Section 6.1 and 6.2 hereof to the contrary notwithstanding, if (i) Executive is terminated by the Company without Cause or Executive
resigns 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 at the request 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, (each a
“Qualifying Termination”), then Executive shall be entitled to receive: (A) an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during the year of
termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365, (B) an amount in cash equal to two (2) times the sum
of Executive’s annual Base Salary and annual Target Bonus, and (C) continuation of medical benefits until the second anniversary of the date of such termination upon the same terms as exist for Executive immediately prior to the termination
date. Following any termination described in this Section 6.4, 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 the Executive’s execution of the Release described in Section 10.1, the amounts described in (A) and (B) shall be paid in a lump sum within ten (10) days
after the date of termination. Such amounts or benefits 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. 







 (b) 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.

  
 (c) The compensation and benefits described in Section 6.4(a)
and 6.4(b) shall be in lieu of compensation and benefits provided otherwise for a termination under Section 6.2 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. 
  
 (d) 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, other than amounts payable under this Section 6.4(d) (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
from time to time (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”), and the present value of such Payments (calculated in a manner
consistent with that set forth in the applicable regulations promulgated under Section 280G of the Code) is equal to or less than 10% greater than the threshold at which such amount becomes an “excess parachute payment,” then the amount of
the Payments payable to the Executive under this Agreement shall be reduced (a “Reduction”) to the extent necessary so that no portion of such Payments payable to the Executive is subject to the Excise Tax. 
  
 In the event it shall be determined that the amount of the Payments payable
to the Executive is more than 10% greater than the threshold at which such amount becomes an “excess parachute payment,” then the Executive shall be entitled to receive an additional payment from the Company (a “Gross-Up
Payment”) in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment (and any interest and penalties imposed with respect thereto), the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax (including any
interest and penalties imposed with respect thereto) imposed upon the Payments. 
  
 All determinations required to be made under this Section 6.4(d), including whether and when a Gross-Up Payment or a Reduction is required, the amount of such Gross-Up Payment or Reduction 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 the Executive (the “Auditor”); provided that in the event a Reduction is
determined to be required, the Executive may determine which Payments shall be reduced in order to comply with the provisions of Section 6.4(d). The Auditor shall promptly provide detailed supporting calculations to both the Company and Executive
following any determination that a Reduction or Gross-Up Payment is necessary. All fees and expenses of the Auditor shall be paid by the Company. Any Gross-Up Payment, as determined pursuant to this Section 6.4(d), shall be paid by the Company to
the Executive within 5 days of the receipt of the Auditor’s determination. All determinations made by the Auditor shall be binding upon the Company and the Executive; provided that if, notwithstanding the Auditor’s initial determination,
the Internal Revenue 
  

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 Service (or other applicable taxing authority) determines that an additional Excise Tax is due with respect to the
Payments, then the Auditor shall recalculate the amount of the Gross-Up Payment or Reduction Amount, if applicable, based upon the determinations made by the Internal Revenue Service (or other applicable taxing authority) after taking into account
any additional interest and penalties (the “Recalculated Amount”) and the Company shall pay to the Executive the excess of the Recalculated Amount over the Gross-Up Payment initially paid to the Executive or the amount of the
Payments after the Reduction, as applicable, within 5 days of the receipt of the Auditor’s recalculation the Gross-Up Payment. 
  
 (e) For purposes of this Section 6.4 (and distinguished from a “Qualified Change of Control” provided under certain other circumstances under
the Agreement), the term “Change of Control” shall be deemed to have occurred upon the first to occur of any event set forth in any one of the following paragraphs of this Section 6.4(e): 
  
 (i) any Person becomes the Beneficial Owner, directly or indirectly, of
securities of the Parent (not including in the securities beneficially owned by such Person any securities acquired directly from the Parent or its Affiliates) representing 40% or more of the combined voting power of the Parent’s then
outstanding securities; or 
  
 (ii) there is consummated a merger
or consolidation of the Parent or any direct or indirect subsidiary of the Parent with any Person, other than (a) a merger or consolidation which would result in the voting securities of the Parent or such subsidiary (as the case may be) 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 60% of the combined voting power of the
securities of the Parent, or by the Parent (directly or indirectly) in such subsidiary, 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 the Parent (or similar transaction) in which no Person other than existing security holders is or becomes the Beneficial Owner, directly or indirectly, of securities of the Parent (not including in the securities Beneficially
Owned by such Person any securities acquired directly from the Parent or its Affiliates) representing 40% or more of the combined voting power of the Parent’s then outstanding securities, or (c) a merger or consolidation of a subsidiary of the
Parent that does not represent a sale of all or substantially all of the assets of the Parent; or 
  
 (iii) the shareholders of the Parent approve a plan of complete liquidation or dissolution of the Parent (except for a plan of liquidation or dissolution
effected to implement a recapitalization of the Parent (or similar transaction) in which no Person other than existing holders of voting securities is or becomes the Beneficial Owner, directly or indirectly, of securities of the Parent (not
including in the securities Beneficially Owned by such Person any securities acquired directly from the Parent or its Affiliates) representing 40% or more of the combined voting power of the Parent’s then outstanding securities); or 

 
 (iv) there is consummated an agreement for the sale or disposition of all
or substantially all of the assets of the Parent or of the Company to a Person, other than a sale or disposition by the Parent of all or substantially all of the assets of the Parent or a sale or disposition by the Company of all or substantially
all of the assets of the Company (as the case may be) to an entity, at least 60% of the combined voting power of the voting securities of which 
  

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 are owned by shareholders of the Parent (or by the Parent, in the case of a sale by the Company) in substantially the
same proportions as their ownership of the Parent (or the Company) immediately prior to such sale. 
  
 Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred (1) by virtue of the consummation of any transaction
or series of integrated transactions immediately following which the record holders of the common stock of the Parent 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 the Parent immediately following such transaction or series of transactions, or (2) as a result of a distribution by HCG Holdings, LLC of its common stock or other securities of the
Parent to its members (other than in connection with a transaction if clauses (i) or (ii) of the definition of “Change of Control” above applied by substituting “HCG Holdings, LLC” in each place with the “Parent”
appears but without taking into account any references to subsidiaries contained in clause (ii)). 
  
 For purposes of this Change of Control definition, (A) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the
Exchange Act, (B) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, (C) “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 (1) HCG Holdings, LLC, any Related Party, the Parent, the Company or any of the Parent’s direct or indirect subsidiaries, (2) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or the Parent or any of their Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by
the stockholders of the Parent in substantially the same proportions as their ownership of stock of the Parent, (D) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act and (E)
“Related Party” shall mean (i) any member of HCG Holdings existing on the date hereof or any Affiliate of such members or (ii) any trust, corporation, partnership or other entity, whose beneficiaries, stockholders, partners, owners
or Persons beneficially holding an 80% or more controlling interest of such entity consists of any of the parties listed in clause (i) of this definition. 
  
 (f) For purposes of this Section 6.4 (and distinguished from “Good Reason” provided under certain other circumstances under the 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 without the express written consent of Executive: 
  
 (i) any material breach of the Company of the Agreement which has not been
cured within twenty (20) days after notice of such non-compliance has been given by Executive to the Company; 
  
 (ii) any material adverse change in the status, position, or responsibilities of Executive; 
  
 (iii) any reduction in Base Salary, 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; 
  

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 (iv) assignment of duties to Executive that are materially inconsistent with Executive’s position
and responsibilities described in this Agreement; 
  
 (v) the
failure of the Company to assign this Agreement to a successor to the Company or the Parent or failure of a successor to the Company or the Parent, as the case may be, to explicitly assume and agree to be bound by this Agreement; or 
  
 (vi) requiring Executive to be principally based at any office or location
more than fifty (50) miles from the current offices of the Company in Boston, Massachusetts. 
  
 The foregoing to the contrary notwithstanding, if the Company or the Parent is acquired as a subsidiary or division of another company, (i) the fact that Executive is not named as Chief Operating Officer of that other
company following the Change of Control shall not constitute Good Reason and (ii) in the absence of other grounds, the Executive shall not have incurred “CoC Good Reason” under either subparagraph (iii) or subparagraph (iv) on the ground
that the Parent has ceased to be a reporting company pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 as a result of the Change of Control. 
  
 2. Section 10.1 of the Agreement is hereby amended by adding the words “and Section 6.4” immediately
following the words “Section 6.1 and Section 6.2” and adding the words “or Section 6.4” immediately following the words “Section 6.1 or Section 6.2” thereof. 
  
 3. This First Amendment and the Agreement shall be construed and enforced in accordance with, and all questions
concerning the construction, validity, interpretation and performance of this First Amendment and the Agreement shall be governed by, the laws of the State of Illinois without giving effect to provisions thereof regarding conflict of laws.

  
 4. This First Amendment shall be effective simultaneous
with the closing of the IPO. In the event that the IPO is not consummated prior to May 31, 2005, this First Amendment will become null and void and of no force or effect (including in the event of the consummation of an IPO subsequent to such date).
Following the effectiveness of this First Amendment and except as specifically set forth in this First Amendment, the Agreement shall remain in full force and effect and, as amended by this First Amendment, is hereby ratified and confirmed by the
Company and the Executive. 
  

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

  

			
	THE COMPANY:
	
	HURON CONSULTING GROUP LLC
		
	 By:
	 	 Gary Holdren


	 Its:
	 	 Chief Executive Officer and President

		
	 Date:
	 	 September 22, 2004

	
	THE PARENT:
	
	HURON CONSULTING GROUP, INC.
		
	 By:
	 	 Gary Holdren


	 Its:
	 	 Chief Executive Officer and President

		
	 Date:
	 	 September 22, 2004

	
	EXECUTIVE:
	
	 /s/ George E. Massaro


	 George E. Massaro

	
	 Date: September 22, 2004



  

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