Exhibit 10.37 - Senior Management Agreement with Susan Gallagher


    EXHIBIT
      10.37

     

     

     

     

    
 

    SENIOR
      MANAGEMENT AGREEMENT

     

    BY
      AND BETWEEN

     

    HURON
      CONSULTING GROUP LLC

     

    AND

     

    SUSAN
      GALLAGHER

     

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
TABLE
      OF
      CONTENTS

    

      
        	 	 	
                 Page

              
	
                1.

                 

              	
                EMPLOYMENT

                 

              	
                1

                 

              
	
                2.

                 

              	
                COMPENSATION
                  AND BENEFITS

                 

              	
                3

                 

              
	
                3.

                 

              	
                OPTIONS
                  ON COMMON INTERESTS

                 

              	
                4

                 

              
	
                4.

                 

              	
                ACCELERATED
                  VESTING

                 

              	
                4

                 

              
	
                5.

                 

              	
                FRINGE
                  BENEFITS AND EXPENSES

                 

              	
                5

                 

              
	
                6.

                 

              	
                COMPENSATION
                  AFTER TERMINATION

                 

              	
                6

                 

              
	
                7.

                 

              	
                RESTRICTIVE
                  COVENANTS

                 

              	
                6

                 

              
	
                8.

                 

              	
                EFFECT
                  ON TERMINATION

                 

              	
                8

                 

              
	
                9.

                 

              	
                REMEDIES

                 

              	
                9

                 

              
	
                10.

                 

              	
                MISCELLANEOUS

                 

              	
                9

                 

              
	
                         
                  FORM OF GENERAL RELEASE

                 

              	
                APPENDIX
                  A

                 

              


      

    

    
 

    
      
        i

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        
           

        

      

    

     

    SENIOR
      MANAGEMENT AGREEMENT

     

    SENIOR
      MANAGEMENT AGREEMENT
      (the
“Agreement”),
      effective as of May 15, 2002 (the “Effective
      Date”),
      by
      and between Huron Consulting Group LLC, a Delaware limited liability company
      (the “Company”),
      and
      Susan Gallagher (the “Executive”).

     

    PRELIMINARY
      RECITALS

     

    A. WHEREAS,
      the Company is engaged in the business of providing diversified business
      consulting services (the “Business”).
      For
      purposes of this Agreement, the term the “Company” shall include the Company,
      its subsidiaries and assignees and any successors in interest of the Company
      and
      its subsidiaries; and

     

    B. WHEREAS,
      the Company desires to employ Executive as of the Effective Date, and Executive
      desires to be so employed by the Company, as set forth herein.

     

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

     

    1.  Employment.

     

    1.1  Title
      and Duties.
      The
      Company agrees to employ Executive, and Executive agrees to accept employment
      with the Company, as Director for the Employment Period, in accordance with
      the
      terms and conditions of this Agreement. During the Employment Period, Executive
      shall have such responsibilities, duties and authorities as are customarily
      assigned to such position and shall render such services or act in such capacity
      for the Company and its affiliates, as the Company’s President (the
“President”)
      shall
      from time to time direct. Executive shall perform the duties and carry out
      the
      responsibilities assigned to her, to the best of her ability, in a trustworthy
      and businesslike manner for the purpose of advancing the business of the
      Company. Executive acknowledges that her duties and responsibilities hereunder
      will require her full business time and effort and agrees that, during the
      Employment Period, she will not engage in any other business activity or have
      any business pursuits or interests which materially interfere or conflict with
      the performance of her duties hereunder. Executive shall engage in travel as
      reasonably required in the performance of Executive’s duties.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

    1.4  Termination
      by the Company.

     

    (a)  The
      Company may terminate Executive’s employment hereunder upon written notice to
      Executive as described in (i) and (ii) below. Such termination shall be
      effective upon the date of service of such notice pursuant to Section
      10.6.

     

    (i)  Prior
      to
      the third (3rd) anniversary of the Effective Date, the Company may terminate
      Executive’s employment only: (i) due to the Permanent Disability of Executive or
      (ii) for Cause.

     

    (ii)  On
      and
      after the third (3rd) anniversary of the Effective Date, the Company may
      terminate Executive’s employment: (i) due to the Permanent Disability of
      Executive, (ii) for Cause, or (iii) without Cause for any or no
      reason.

     

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

     

    (i)  the
      failure of Executive to perform her material duties which failure continues
      for
      ten (10) days after the Company has given written notice to Executive specifying
      in reasonable detail the manner in which Executive has failed to perform such
      duties;

     

    (ii)  commission
      by Executive of an act or omission constituting (x) a felony, (y) dishonesty
      with respect to the Company or (z) fraud;

     

    (iii)  commission
      by Executive of an act or omission that (x) could adversely and materially
      affect the Company’s business or reputation, or (y) involves moral
      turpitude;

     

    (iv)  the
      breach, non-performance or non-observance of any of the material terms of this
      Agreement (other than a breach, non-performance or non-observance described
      in
      clause (v) of this Section 1.4(b)), or any other agreement to which Executive
      and the Company are parties, by Executive, if such breach, non-performance
      or
      non-observance shall continue beyond a period of ten (10) days immediately
      after
      written notice thereof by the Company to Executive; or

     

    (v)  any
      breach, non-performance or non-observance of Sections
      7.3, 7.4
      or
7.5,
      of this
      Agreement.

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.5  Termination
      by Executive.
      Executive shall give sixty (60) days’ prior written notice to the Company prior
      to the effectiveness of any resignation of her employment with the Company.
      If
      Executive’s resignation is effective within the ninety (90) days immediately
      following the Company’s written notice to Executive that her primary location of
      employment with the Company will change to a location that is more than
      seventy-five (75) miles from Executive’s primary location of employment with the
      Company as of the Effective Date, then Executive’s resignation shall be deemed
      for “Good
      Reason.”

     

    2.  Compensation
      and Benefits.

     

    2.1  Base
      Salary.
      As
      consideration for the services of Executive hereunder, during the Employment
      Period the Company shall pay Executive an annual base salary of $300,000 (the
      “Base
      Salary”),
      payable in accordance with the Company’s customary payroll practices as in
      effect from time to time. The President shall perform an annual review of
      Executive’s compensation based on Executive’s performance of her duties and the
      Company’s other compensation policies, provided that Executive’s Base Salary
      shall not be reduced without Executive’s consent unless such reduction is part
      of a comparable overall reduction for members of senior management. The term
      Base Salary shall include any changes to the Base Salary from time to
      time.

     

    2.2  Bonus
      Programs.

     

    (a)  Annual
      Bonus.

     

    (i)  During
      the Employment Period, Executive shall be eligible for an annual bonus in an
      amount determined by the President based on Executive’s performance of her
      duties and the Company’s other compensation policies (the “Annual
      Bonus”).
      For
      the three year period commencing on the Effective Date through the third
      anniversary thereof, the target for the Executive’s Annual Bonus shall be one
      hundred and fifty thousand dollars ($150,000) (the “Target
      Amount”)
      per
      year. The Executive’s right to any bonus payable pursuant to this Section 2.2
      shall be contingent upon Executive being employed by the Company on the date
      of
      an installment payment of a bonus described in 2.2(a)(ii), (iii) or (iv) or,
      for
      other Annual Bonuses, the date such Annual Bonus is generally paid to executives
      of the Company; provided, however, that if Executive is not employed by the
      Company as of the date of payment of the last installment bonus pursuant to
      Section 2(a)(iv) due to the Company’s decision not to renew the Employment
      Period beyond the Initial Period, then Executive shall receive such last
      installment bonus payment when it is generally paid to other members of senior
      management.

     

    (ii)  For
      the
      twelve (12) month period commencing on the Effective Date, Executive shall
      be
      entitled to an Annual Bonus not less than the ‘Target Amount, which shall be
      paid in four equal quarterly installments commencing on or about July 31,
      2002.

     

    (iii)  For
      the
      twelve (12) month period commencing on the first anniversary of the Effective
      Date, Executive shall be entitled to an Annual Bonus

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    not
      less
      than fifty percent (50%) of the Target Amount, which shall be paid in four
      equal
      quarterly installments commencing on or about July 31, 2003.

     

    (iv)  For
      the
      twelve (12) month period commencing on the second anniversary of the Effective
      Date, Executive shall be entitled to an Annual Bonus not less than twenty-five
      percent (25%) of the Target Amount, which shall be paid in four equal quarterly
      installments commencing on or about July 31, 2004.

     

    (b)  Performance
      Bonus.
      For
      each calendar year in which the Company’s EBITDA margin is greater than
      twenty-five percent (25%) as determined by the Company’s Board of Directors (the
“Board”)
      with
      reference to the Company’s audited financial statements, Executive shall be
      eligible for a special performance bonus (the “Performance
      Bonus”)
      in
      addition to the Annual Bonus, which would be in an amount determined by the
      President with approval by the Board, provided that Executive is employed by
      the
      Company as of the date such Performance Bonus is generally paid to executives
      of
      the Company.

     

    3.  Options
      on Common Interests.

     

    3.1  Within
      90
      days of the Effective Date, Executive shall be granted options (the
“Options”)
      with
      respect to thirty thousand (30,000) common membership interests (the
“Interests”)
      in the
      parent company of the Company (the “Parent”),
      which
      Options shall have an exercise price of one cent ($.01) per option. These
      Options shall vest in four equal increments, with one-quarter vesting on the
      first anniversary of the Effective Date and one-quarter vesting on each of
      the
      next three anniversaries of the Effective Date; provided, however, that no
      Options shall vest if Executive is not employed by the Company as of such
      vesting date. Such Options shall be subject to the terms of the Company’s Equity
      Incentive Plan (the “Equity
      Plan”)
      and
      granting agreement, which shall be made effective prior to the grant of the
      Options.

     

    3.2  Executive
      hereby acknowledges and agrees that the issuance of the Options to Executive
      does not affect the right of the Company to terminate Executive’s employment as
      provided in this Agreement or otherwise at law.

     

    4.  Accelerated
      Vesting.
      Notwithstanding the foregoing or anything to the contrary contained herein,
      vesting of the Options shall accelerate as follows:

     

    4.1  Qualified
      Change of Control.

     

    (a)  Prior
      to
      a Qualified Change of Control, the vesting of the Options shall accelerate
      so
      that no less than fifty percent (50%) of the Options are vested (which, for
      the
      avoidance of doubt, includes Options that may have already vested as of such
      date).

     

    (b)  “Qualified
      Change of Control”
means
      any sale, transfer, issuance or redemption or series of sales, transfers,
      issuances or redemptions (or any combination thereof) of membership interests
      in
      the Parent by the holders thereof or the Parent that results in any person
      or
      entity or group of affiliated persons or entities (other than the holders of
      membership interests in the Parent) (on a fully diluted basis) as of immediately
      prior to any such transaction or series of transactions) owning more than 50%
      of
      the

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    outstanding
      common membership interests of the Parent so long as such transaction or series
      of transactions is designated as a Qualified Change of Control by the Parent
      Board.

     

    4.2  Qualified
      Public Offering.

     

    (a)  Prior
      to
      a Qualified Public Offering, the vesting of the Options shall fully accelerate
      so that all the Options are vested.

     

    (b)  “Qualified
      Public Offering”
means
      the closing of a public offering pursuant to a registration statement declared
      effective under the Securities Act of 1933, as amended, covering the offer
      and
      sale of class A and class B common limited liability company membership
      interests of the Parent that is designated as a Qualified Public Offering by
      the
      Parent Board.

     

    4.3  Upon
      termination of Executive’s employment, any Interests then-owned by Executive due
      to the exercise of Options shall be subject to repurchase by the Company. If
      such termination is (i) by the Company without Cause, (ii) a resignation by
      Executive for Good Reason, (iii) due to Permanent Disability, or (iv) due to
      death, such repurchase shall be at the fair market value of the Interests on
      the
      date of termination of Executive’s employment with the Company under the terms
      of the Equity Plan (“Fair
      Market Value”).
      If
      Executive (i) is terminated by the Company for Cause, (ii) resigns not for
      Good
      Reason, or (iii) is in breach of the covenants in Section 7, such repurchase
      shall be at the lesser of Fair Market Value or the amount paid by the Executive
      for the Interests.

     

    5.  Fringe
      Benefits and Expenses.

     

    5.1  During
      the Employment Period, Executive shall be eligible to participate in the various
      health and welfare benefit plans maintained by the Company for its key
      management employees from time to time.

     

    5.2  During
      the Employment Period, the Company shall provide Executive with twenty (20)
      vacation days per calendar year, and, for periods which are less than a full
      calendar year, with vacation days for such period equal to the product of the
      number of vacation days stated in this paragraph for a calendar year, multiplied
      by a fraction with a numerator equal to the number of days in such period
      Executive is employed by the Company and a denominator equal to three hundred
      sixty-five (365), with any partial days rounded to the nearest whole number.
      Such vacation days for a calendar year or such other period shall accrue to
      Executive on a monthly basis, at the rate of one-twelfth (1/12th) of the number
      of vacation days for such period per full month of employment with the Company,
      rounded to the nearest whole number. Unused vacation days for one calendar
      year
      may be carried over through the first ninety (90) days of the immediately
      subsequent calendar year.

     

    5.3  During
      the Employment Period, the Company shall reimburse Executive for all ordinary,
      necessary and reasonable travel and other business expenses incurred by
      Executive in connection with the performance of her duties hereunder, in
      accordance with the Company policy. Such reimbursement shall be made upon
      presentation of itemized expense statements and such other supporting
      documentation as the Company may reasonably require.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    6.  Compensation
      After Termination.

     

    6.1  If
      Executive is terminated by the Company for Cause or if Executive resigns other
      than for Good Reason, then, except as required by law, the Company shall have
      no
      further obligations to Executive (except payment of the Base Salary accrued
      through the date of said termination), and the Company shall continue to have
      all other rights available hereunder (including, without limitation, all rights
      under the Restrictive Covenants at law or in equity).

     

    6.2  If
      Executive is terminated by the Company without Cause, which may only happen
      after the third anniversary of the Effective Date, or if Executive resigns
      for
      Good Reason, Executive shall be entitled to receive: (i) as severance pay,
      an
      amount equal to the Base Salary that would otherwise have been payable if
      Executive continued her employment hereunder for six (6) months (such six
      (6)-month period, the “Severance
      Period”),
      payable in accordance with the Company’s policies that would otherwise apply to
      the payment of the Base Salary, and (ii) continuation of medical benefits during
      the Severance Period upon the same terms as exist immediately prior to the
      termination of employment. The Company shall, except as required by law, have
      no
      other obligations hereunder or otherwise with respect to Executive’s employment
      from and after the termination date, and the Company shall continue to have
      all
      other rights available hereunder (including, without limitation, all rights
      under the Restrictive Covenants at law or in equity). Notwithstanding the
      foregoing, amounts payable under this Section 6.2 shall be reduced by the amount
      of compensation earned, received or receivable by Executive relating to
      Executive’s employment with, or other provision of services to, third parties
      during the Severance Period, (such compensation “Subsequent
      Pay”)
      and
      Executive shall use all reasonable efforts to obtain such employment or
      engagement for services as soon as possible after the date of termination
      hereunder. Executive shall notify the Company of the existence of Subsequent
      Pay
      as soon as possible after Executive has knowledge of such Subsequent
      Pay.

     

    6.3  If
      Executive is terminated due to Executive’s Permanent Disability or if Executive
      dies during the Employment Period, then (i) Executive or Executive’s estate, as
      the case may be, shall be entitled to receive as severance pay an amount equal
      to the Base Salary for three (3) months which amount shall be payable in
      accordance with the Company’s policies that would otherwise apply to the payment
      of the Base Salary, and (ii) Executive and/or her eligible dependents shall
      receive continuation of medical benefits upon the same terms as exist
      immediately prior to the termination of employment for the three (3)-month
      period immediately following the termination of employment. The Company shall
      have no other obligations hereunder or otherwise with respect to Executive’s
      employment from and after the termination date, and the Company shall continue
      to have all other rights available hereunder (including, without limitation,
      all
      rights under the Restrictive Covenants at law or in equity).

     

    7.  Restrictive
      Covenants.

     

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

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

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

     

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

     

    (c)  the
      agreements and covenants contained in Sections
      7, 8
      and
9
      are
      essential to protect the Company and the goodwill of the Business and compliance
      with such agreements and covenants will not impair Executive’s ability to
      procure subsequent and comparable employment; and

     

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

     

    7.2  Confidential
      Information.
      As used
      in this Section
      7,
      “Confidential
      Information”
shall
      mean the Company’s trade secrets and other non-public information relating to
      the Company or the Business, including, without limitation, information relating
      to financial statements, customer identities, potential customers, employees,
      suppliers, acquisition targets, servicing methods, equipment, programs,
      strategies and information, analyses, marketing plans and strategies, profit
      margins and other information developed or used by the Company in connection
      with the Business that is not known generally to the public or the industry
      and
      that gives the Company an advantage in the marketplace. Confidential Information
      shall not include any information that is in the public domain or becomes known
      in the public domain through no wrongful act on the part of Executive. Executive
      agrees to deliver to the Company at the termination of Executive’s employment,
      or at any other time the Company may request, all memoranda, notes, plans,
      records, reports and other documents (and copies thereof) relating to the
      Business or the Company or other forms of Confidential Information which
      Executive may then possess or have under her control.

     

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

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    Accordingly,
      and in consideration of the Company’s employment of Executive and the various
      benefits and payments provided in conjunction therewith, Executive agrees that
      for a period of twelve (12) months following termination of employment with
      the
      Company that is not mutually agreed in writing by Executive and the Company,
      Executive will not, whether or not Executive is then self employed or employed
      by another, directly or through another, provide services that are the same
      or
      similar to those services offered for sale and/or under any stage of development
      by the Company at the time of Executive’s termination, to any Client of the
      Company whom Executive:

     

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

     

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

     

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

     

    “Client”
      shall mean those persons or firms for whom the Company has either directly
      or
      indirectly provided services within the twenty-four (24)-month period
      immediately preceding termination of Executive’s employment and therefore
      includes both the referral source or entity that consults with the Company
      and
      the entity to which the consultation related. “Client” also includes those
      persons or firms to whom executive has submitted a proposal (or assisted in
      the
      submission of a proposal) to perform services during the six (6) month period
      immediately preceding termination of Executive’s employment.

     

    7.5  Non-Interference
      with Relationships.
      Executive shall not directly or indirectly solicit, induce or encourage (i)
      any
      executive or employee of the Company, or (ii) any customer, client, supplier,
      lender, professional advisor or other business relation of the Company to leave,
      alter or cease her or her relationship with the Company, for any reason
      whatsoever, for twelve (12) months after Executive’s termination, for any
      reason, of employment with the Company. Executive shall not hire or assist
      in
      the hiring of any executive or employee of the Company for that same time
      period, whether or not Executive is then self employed or employed by another
      business. Executive shall not directly or indirectly make disparaging remarks
      about the Company.

     

    7.6  Modification.
      If any
      court of competent jurisdiction shall at any time deem that the term of any
      Restrictive Covenant is too lengthy, or the scope or subject matter of any
      Restrictive Covenant exceeds the limitations imposed by applicable law, the
      parties agree that provisions of Sections
      7.3, 7.4
      and
7.5
      shall be
      amended to the minimum extent necessary such that the provision is enforceable
      or permissible by such applicable law and be enforced as amended.

     

    8.  Effect
      on Termination.
      If, for
      any reason, Executive’s employment with the Company shall terminate, then,
      notwithstanding such termination, those provisions contained in Sections
      4.3, 6, 7, 8, 9
      and
10
      hereof
      shall remain in full force and effect.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    9.  Remedies.

     

    9.1  Non-Exclusive
      Remedy for Restrictive Covenants.
      Executive acknowledges and agrees that the covenants set forth in Sections
      7.3, 7.4,
      and
7.5
      of this
      Agreement (collectively, the “Restrictive
      Covenants”)
      are
      reasonable and necessary for the protection of the Company’s business interests,
      that irreparable injury will result to the Company if Executive breaches any
      of
      the terms of the Restrictive Covenants, and that in the event of Executive’s
      actual or threatened breach of any such Restrictive Covenants, the Company
      will
      have no adequate remedy at law. Executive accordingly agrees that in the event
      of any actual or threatened breach by her of any of the Restrictive Covenants,
      the Company shall be entitled to immediate temporary injunctive and other
      equitable relief, without the necessity of showing actual monetary damages
      or
      the posting of bond. Nothing contained herein shall be construed as prohibiting
      the Company from pursuing any other remedies available to it for such breach
      or
      threatened breach, including the recovery of damages.

     

    9.2  Arbitration.
      Except
      as set forth in Section
      10.1,
      any
      controversy or claim arising out of or related to (i) this Agreement, (ii)
      the
      breach thereof, (iii) Executive’s employment with the Company or the termination
      of such employment, or (iv) Employment Discrimination, shall be settled by
      arbitration in Chicago, Illinois before a single arbitrator administered by
      the
      American Arbitration Association (“AAA”)
      under
      its National Rules for the Resolution of Employment Disputes, effective as
      of
      January 1, 2001 (the “Employment
      Rules”),
      and
      judgment on the award rendered by the arbitrator may be entered in any court
      having jurisdiction thereof. Notwithstanding the foregoing, Rule 36 of the
      AAA’s
      Commercial Arbitration Rules effective as of September 1, 2000 (instead of
      Rule
      27 of the Employment Rules) shall apply to interim measures. References herein
      to any arbitration rule(s) shall be construed as referring to such rule(s)
      as
      amended or renumbered from time to time and to any successor rules. References
      to the AAA include any successor organization. “Employment
      Discrimination”
means
      any discrimination against or harassment of Executive in connection with
      Executive’s employment with the Company or the termination of such employment,
      including any discrimination or harassment prohibited under federal, state
      or
      local statute or other applicable law, including the Age Discrimination in
      Employment Act, Title VII of the Civil Rights Act of 1964, the Employee
      Retirement Income Security Act of 1974, the Americans with Disability Act,
      the
      Family and Medical Leave Act, the Fair Labor Standards Act, or any similar
      federal, state or local statute. Without limitation of the foregoing, any
      controversy or claim arising out of related to the repurchase right in
Section
      4.3
      shall be
      subject to arbitration hereunder.

     

    10.  Miscellaneous.

     

    10.1  General
      Release.
      Executive acknowledges and agrees that Executive’s right to receive severance
      pay and other benefits pursuant to Section 6.1 and Section 6.2 of this Agreement
      is contingent upon Executive’s compliance with the covenants set forth in
      Section 7 of this Agreement and Executive’s execution and acceptance of the
      terms and conditions of, and the effectiveness of, a general release in a form
      substantially similar to that attached hereto as Exhibit A (the “Release”).
      If
      the Executive fails to comply with the covenants set forth in Section 7 or
      if
      the Executive fails to execute the Release or revokes the Release during the
      seven (7)-day period following her execution of the Release, then the Executive
      shall not be entitled to

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    any
      severance payments or other benefits to which the
      Executive would otherwise be entitled under Sections
      6.1
      or
6.2.

     

    10.2  Assignment.
      Executive may not assign any of her rights or obligations hereunder without
      the
      written consent of the Company. Except as otherwise expressly provided herein,
      all covenants and agreements contained in this Agreement by or on behalf of
      any
      of the parties hereto shall bind and inure to the benefit of the respective
      successors and assigns of the parties hereto whether so expressed or
      not.

     

    10.3  Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be prohibited by or invalid under applicable law,
      such provision shall be ineffective only to the extent of such prohibition
      or
      invalidity and without invalidating the remainder of this
      Agreement.

     

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

     

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

     

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

     

    
      	
              To
                The Company:

            	
              Huron
                Consulting Group LLC 

              c/o
                Lake Capital, LLC

              676
                North Michigan Ave.

              Suite
                3900

              Chicago,
                IL 60611

              Attention: Kathleen
                M. Johnston

              Facsimile: (312)
                640-7065

               

               

            
	
              with
                copy to:

            	
              Lake
                Capital, LLC

              676
                North Michigan Ave.

              Suite
                3900

              Chicago,
                IL 60611

              Attention: Kathleen
                M. Johnston

              Facsimile: (312)
                640-7065

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              To
                Executive:

            	
              Susan
                Gallagher

              1530
                S. Western Avenue

              Park
                Ridge, IL 60068

            


    

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

    SIGNATURE
      PAGE FOLLOWS.

     

    
       

      
        
          11

        

        
          
          

          
            

          

        

        
          
          

        

      

       

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

    

    
       

      THE
        COMPANY:

      


      HURON
        CONSULTING GROUP LLC

      


      By:
        /s/ Terence M.
        Graunke                  


      Its:                                                           
         

      Date:                                                        
         

      


      


      


      EXECUTIVE

       

      /s/
        Susan
        Gallagher                               
 
Susan
        Gallagher

      


      May
        13, 2002           
                                 

      Date

    

     

     

     

    12

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Exhibit
        A

      


      GENERAL
        RELEASE OF ALL CLAIMS

       

      1. For
        valuable consideration, the adequacy of which is hereby acknowledged, the
        undersigned (“Executive”),
        for
        himself, her spouse, heirs, administrators, children, representatives,
        executors, successors, assigns, and all other persons claiming through
        Executive, if any (collectively, “Releasers”),
        does
        hereby release, waive, and forever discharge Huron Consulting Group LLC (the
        “Huron”)
        and
        the parent company to Huron (“Parent”)
        (collectively Huron and Parent being “Company”),
        Company’s agents, subsidiaries, parents affiliates, related organizations,
        employees, officers, directors, attorneys, successors, and assigns
        (collectively, the “Releasees”)
        from,
        and does fully waive any obligations of Releasees to Releasers for, any and
        all
        liability, actions, charges, causes of action, demands, damages, or claims
        for
        relief, remuneration, sums of money, accounts or expenses (including attorneys’
fees and costs) of any kind whatsoever, whether known or unknown or contingent
        or absolute, which heretofore has been or which hereafter may be suffered
        or
        sustained, directly or indirectly, by Releasers in consequence of, arising
        out
        of, or in any way relating to Executive’s employment with the Company or any of
        its affiliates and the termination of Executive’s employment. The foregoing
        release and discharge, waiver and covenant not to sue includes, but is not
        limited to, all claims and any obligations or causes of action arising from
        such
        claims, under common law including wrongful or retaliatory discharge, breach
        of
        contract (including but not limited to any claims under the Senior Management
        Agreement between Huron and Executive, dated ______________, as amended from
        time to time (the “Senior
        Management Agreement”)
        (but
        excluding claims regarding severance pay and benefits) and any claims under
        any
        stock option agreements between Executive and Huron or Parent) and any action
        arising in tort including libel, slander, defamation or intentional infliction
        of emotional distress, and claims under any federal, state or local statute
        including Title VII of the Civil Rights Act of 1964, the Civil Rights Act
        of
        1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Age
        Discrimination in Employment Act (ADEA), the Fair Labor Standards Act, the
        Employee Retirement Income Security Act, the Americans with Disabilities
        Act of
        1990, the Rehabilitation Act of 1973, the Illinois Human Rights Act, or the
        discrimination or employment laws of any state or municipality, and/or any
        claims under any express or implied contract which Releasers may claim existed
        with Releasees. This also includes a release by Executive of any claims for
        breach of contract, wrongful discharge and all claims for alleged physical
        or
        personal injury, emotional distress relating to or arising out of Executive’s
        employment with the Company or the termination of that employment; and any
        claims under the WARN Act or any similar law, which requires, among other
        things, that advance notice be given of certain work force reductions. This
        release and waiver does not apply to any claims or rights that may arise
        after
        the date Executive signs this General Release. The foregoing release does
        not
        cover any right to indemnification now existing under the Operating Agreement
        of
        Huron or the Parent regardless of when any claim is filed.

       

      2. Excluded
        from this release and waiver are any claims which cannot be waived by law,
        including but not limited to the right to participate in an investigation
        conducted by certain government agencies. Executive does, however, waive
        Executive’s right to any monetary recovery should any agency (such as the Equal
        Employment Opportunity Commission) pursue any claims on Executive’s behalf.
        Executive represents and warrants that Executive has not filed

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      any
        complaint, charge, or lawsuit against the
        Releasees with any government agency or any court.

       

      3. Executive
        agrees never to sue Releasees in any forum for any claim covered by the above
        waiver and release language, except that Executive may bring a claim under
        the
        ADEA to challenge this General Release. If Executive violates this General
        Release by suing Releasees, other than under the ADEA or as otherwise set
        forth
        in Section 1 hereof, Executive shall be liable to the Company for its reasonable
        attorneys’ fees and other litigation costs incurred in defending against such a
        suit. Nothing in this General Release is intended to reflect any party’s belief
        that Executive’s waiver of claims under ADEA is invalid or unenforceable, it
        being the interest of the parties that such claims are waived.

       

      4. Executive
        acknowledges and recites that:

       

      (a)  Executive
        has executed this General Release knowingly and voluntarily;

       

      (b)  Executive
        has read and understands this General Release in its entirety;

       

      (c)  Executive
        has been advised and directed orally and in writing (and this subparagraph
        (c)
        constitutes such written direction) to seek legal counsel and any other advice
        she wishes with respect to the terms of this General Release before executing
        it;

       

      (d)  Executive’s
        execution of this General Release has not been forced by any employee or
        agent
        of the Company, and Executive has had an opportunity to negotiate about the
        terms of this General Release; and

       

      (e)  Executive
        has been offered 21 calendar days after receipt of this General Release to
        consider its terms before executing it.

       

      5. This
        General Release shall be governed by the internal laws (and not the choice
        of
        laws) of the State of Illinois, except for the application of pre-emptive
        Federal law.

       

      6. Executive
        shall have 7 days from the date hereof to revoke this General Release by
        providing written notice of the revocation to the Company, as provided in
        subsection 10.7 of the Employment Agreement, in which event this General
        Release
        shall be unenforceable and null and void.

       

      PLEASE
        READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN
        CLAIMS.

       

       

      
        	 	 	 	[Name of
                Executive]	 
	 	 	 	 	 
	 Date:	 	 	 	 
	 	 	 	 Executive