Exhibit 10.39 - Senior Management Agreement with Stanley N. Logan


    
      

EXHIBIT
      10.39

     

     

     

     

    SENIOR
      MANAGEMENT AGREEMENT

     

    BY
      AND BETWEEN

     

    HURON
      CONSULTING GROUP INC.

     

    AND

     

    STANLEY
      LOGAN

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      SENIOR
        MANAGEMENT AGREEMENT

       

      
        SENIOR
          MANAGEMENT AGREEMENT ("the Agreement"), effective as
          of April 1, 2006 (the "Agreement Date"), by and between Huron
          Consulting Group Inc., a Delaware corporation (the "Company"),
          and Stanley N. Logan (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 Managing Director and Vice President
                  of
                  Sales, Strategy and Business Development 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 Chief Executive Officer (the “CEO”) shall
                  from time to time direct. Executive shall perform the duties and
                  carry out
                  the responsibilities assigned to Executive, to the best of Executive’s
                  ability, in a trustworthy and businesslike manner for the purpose
                  of
                  advancing the business of the Company. Executive acknowledges that
                  Executive’s duties and responsibilities hereunder will require Executive’s
                  full business time and effort and agrees that, during the Employment
                  Period, Executive will not engage in any other business activity
                  or have
                  any business pursuits or interests which materially interfere or
                  conflict
                  with the performance of Executive’s duties hereunder;
                  provided that Executive may, with the approval of the CEO or his
                  designee,
                  serve on the board of other corporations or charitable organizations
                  and
                  engage in charitable activities, community affairs, and
                  teaching.
                  Executive shall engage in travel as reasonably required in the
                  performance
                  of Executive’s duties.

              


      

       

      
        	1.2  	
                Employment
                  Period.
                  The
                  active employment
                  of Executive under this Agreement shall begin on ____________
                  (the
                  “Effective
                  Date”),
                  and shall continue through the
                  second annual
                  anniversary
                  of
                  the Effective Date
                  (the “Term”).
                  Upon the expiration of the Term, the Executive’s employment may continue
                  on an “at will” basis. “Employment
                  Period”
                  shall mean the Term and any period of “at will” employment thereafter.
                  Notwithstanding anything to the contrary contained herein, the
                  Employment
                  Period is subject to termination prior to the date of expiration
                  thereof
                  pursuant to Section 1.3,
                  1.4
                  and 1.5.

              


      

       

       

      
        
          
          

        

        
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        	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 at any time. Such
                  termination shall be effective upon the date notice of such termination
                  is
                  given pursuant to Section 10.6
                  unless such notice shall otherwise
                  provide.

              


      

       

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

              


      

       

      
        	(i)  	
                the
                  failure of Executive to perform Executive’s material duties 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
                  and affording opportunity to cure;

              


      

       

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

              


      

       

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

              


      

       

      
        	(iv)  	
                any
                  breach, non-performance or non-observance of any of Sections 6.3,
                  6.4, 6.5
                  or
                  6.7
                  of
                  this Agreement, provided, however, that if such breach, non-performance
                  or
                  non-observance of Section 6.7
                  is
                  curable, no Cause will exist if the situation is resolved to the
                  satisfaction of the Company and the Executive within ten (10) days
                  of
                  notification of Executive of the breach, non-performance or
                  non-observance. 

              


      

       

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

              


      

       

      
        	1.5 	
                Termination
                  by Executive.
                  Executive shall give sixty (60) days’ notice to the Company prior to
                  the effectiveness of any resignation during the Term of Executive’s
                  employment with the Company. If Executive’s resignation is effective
                  within the ninety (90) days immediately following the Company’s
                  notice given to Executive that Executive’s primary location of employment
                  with the Company will change to a location that is more than fifty
                  (50) miles from Executive’s primary location of employment with the
                  Company in Chicago, Illinois,
                  then
                  Executive’s resignation shall be deemed for “Good
                  Reason.”

              


      

       

      
        
          
          

        

        
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      2.  Compensation
        and Benefits.

       

      
        	2.1  	
                Base
                  Salary.
                  As consideration for the services of Executive hereunder, during
                  the Term
                  the Company shall pay Executive an annual base salary of $500,000
                  (the
                  “Base
                  Salary”),
                  payable in accordance with the Company’s customary payroll practices as in
                  effect from time to time. The CEO shall perform an annual review
                  of
                  Executive’s compensation based on Executive’s performance of Executive’s
                  duties and the Company’s other compensation policies, provided that
                  Executive’s Base Salary shall not be reduced without Executive’s
                  consent
                  unless such reduction is part of a comparable overall reduction
                  for
                  members of senior management.
                  The term Base Salary shall include any changes to the Base Salary
                  from
                  time to time.

              


      

       

      
        	2.2  	
                Bonus
                  Programs.
                  

              


      

       

      
        	(a)  	
                Target
                  and Guaranteed Bonus.
                  During the Term, Executive shall be eligible for an annual bonus
                  in an
                  amount determined by the Compensation Committee of the Board based
                  on
                  Executive’s performance of Executive’s duties and the Company’s other
                  compensation policies (the “Annual
                  Bonus”).
                  Executive’s target Annual Bonus shall be $400,000 (the “Target
                  Amount”).
                  The actual Annual Bonus paid may be more or less than the Target
                  Amount
                  based on Company and Executive performance. Bonuses are paid within
                  two
                  and one half months following year-end and are pro-rated for partial
                  years
                  of employment. 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 the Annual Bonus is generally paid to executives of the Company;
                  provided, however, that if Executive’s employment is terminated by the
                  Company other than for Cause after the end of the Term but prior
                  to the
                  date an Annual Bonus earned during the Term is paid, then Executive
                  shall
                  receive such Annual Bonus when it is paid to other
                  members of senior management.

              


      

       

      
        	(i)  	
                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 annually in accordance with the Company’s
                  customary payroll practices described
                  above.

              


      

       

      
        	(ii)  	
                For
                  the twelve (12) month period commencing on the first anniversary of
                  the Effective Date, Executive shall be entitled to an Annual Bonus
                  not
                  less than the Target Amount, which shall be paid annually in accordance
                  with the Company’s customary payroll practices described
                  above.

              


      

       

      
        	(b)  	
                Sign-On
                  Bonus. Within
                  thirty (30) days after the Effective Date, the Company shall pay
                  to
                  Executive a cash bonus in the amount of $600,000 (“Sign-On
                  Bonus”).
                  If the Company terminates Executive’s employment for Cause, or Executive
                  voluntarily resigns his employment without Good Reason at any time
                  prior
                  to the second anniversary of the Effective Date, then Executive
                  shall
                  immediately repay to the Company a pro-rata portion of the Sign-on
                  Bonus.
                  The repayment due the Company shall be calculated as the Sign-On
                  Bonus
                  multiplied by a fraction, the numerator of
                  which

              


      

       

       

      
        
          
          

        

        
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       is
        the number of months remaining in the initial two year period and the
        denominator of which is twenty four.

       

      3.  Equity
        Awards.
        Executive shall generally be eligible to participate in the Company’s equity
        plans from time to time, with the amount of any equity awards, and the terms
        and
        conditions under which they are granted, being in the sole discretion of
        the
        Company. Such equity awards shall be subject to the terms of the applicable
        equity incentive plan of the Company and granting agreement. As
        soon
        as possible after the Effective Date, Executive shall be granted an equity
        grant
        under the 2004 Omnibus Equity Incentive Plan with respect to 40,000 restricted
        shares of stock of Huron Consulting Group Inc. These shares shall vest in
        four
        equal increments, with one-quarter vesting on the first anniversary of the
        grant
        date and one-quarter vesting on each of the next three anniversaries of the
        grant date; provided, however, that no shares shall vest if Executive is
        not
        employed by the Company as of such vesting date.

       

      4.  Welfare
        Benefits and Expenses.

       

      
        	4.1  	
                Welfare
                  Benefits.
                  During the Employment Period, Executive shall be eligible to participate
                  in the various health and welfare benefit plans maintained by the
                  Company
                  for its senior management employees from time to
                  time.

              


      

       

      
        	4.2  	
                Business
                  Expenses.
                  During the Employment Period, the Company shall reimburse Executive
                  for
                  all ordinary, necessary and reasonable travel and other business
                  expenses
                  incurred by Executive in connection with the performance of Executive’s
                  duties hereunder, in accordance with the Company policy. Such
                  reimbursement shall be made upon presentation of itemized expense
                  statements and such other supporting documentation as the Company
                  may
                  reasonably require.

              


      

       

      5.  Compensation
        After Termination.

       

      
        	5.1  	
                Termination
                  During the Term For Cause; Resignation During the Term Without
                  Good
                  Reason.
                  If during the Term 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).

              


      

       

      
        	5.2  	
                Termination
                  During the Term Without Cause; Resignation During the Term For
                  Good
                  Reason.

              


      

       

      
        	(a)  	
                If
                  on or before the last day of the Term Executive is terminated by
                  the
                  Company without Cause or Executive resigns for Good Reason,
                  then
                  Executive shall be entitled to receive the following amounts and
                  benefits:

              


      

       

      
        	(i)  	
                Severance
                  pay in an amount equal to the Base Salary and guaranteed Annual
                  Bonus that
                  otherwise would have been payable if Executive had continued Executive’s
                  employment hereunder until the last day of the Term (with a minimum
                  period
                  of six (6) months’ base salary), which severance shall
                  be

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 	
                payable
                  to Executive in accordance with the Company’s policies that otherwise
                  would apply to the payment of the Base Salary;
                  and,

              


      

       

      
        	(ii)  	
                Continuation
                  of medical benefits during the unexpired portion of the Term (with
                  a
                  minimum of six (6) months) upon the same terms as exist from time
                  to time
                  for active similarly situated
                  executives of the Company.

              


      

       

      
        	(b)  	
                The
                  Company shall have no other obligations under this Section
                  5.2 or
                  otherwise with respect to Executive’s employment from and after the
                  employment termination date, and the Company shall continue to
                  have all
                  other rights available hereunder (including, without limitation,
                  all
                  rights under the Restrictive Covenants at law or in equity).
                  

              


      

       

      
        	5.3  	
                Termination
                  During the Term Due To Death, Permanent Disability.
                  If during the Term Executive is terminated due to Executive’s Permanent
                  Disability or if Executive dies, then (a) Executive or Executive’s
                  estate, as the case may be, shall be entitled to receive (i)
                  payment of Base Salary through the date of termination, (ii)
                  payment of a pro rata Annual Bonus (based on actual results), to
                  be paid
                  at the same time as annual bonuses are paid to other members of
                  senior
                  management, and (b) Executive and/or Executive’s eligible dependents
                  shall receive continuation of medical benefits upon the same terms
                  as
                  exist for similarly situated active executives of the Company 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).

              


      

       

      
        	5.4  	
                Termination
                  After the Term.
                  If Executive’s employment is terminated after the expiration of the Term,
                  any compensation or benefits due to Executive (or Executive’s estate)
                  shall be based solely on the plans, policies and programs in effect
                  at the
                  date of termination. 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).

              


      

       

      
        	5.5  	
                Change
                  of Control.
                  

              


      

       

      (a) The
        provisions of Section 5.1, 5.2 and 5.4 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

       

      
        
          
          

        

        
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      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
        the sum of Executive’s annual Base Salary and annual Target Bonus, and (C)
        continuation of medical benefits until the first anniversary of the date
        of such
        termination upon the same terms as exist for Executive immediately prior
        to the
        termination date; provided,
        that,
        in the event of a Qualifying Termination occurring during the Term, Executive
        shall be entitled to receive the greater of (x) the aggregate amount set
        forth
        in clauses (A), (B) and (C) of this Section 5.5 or (y) the aggregate amount
        set
        forth in Section 5.2(a) hereof. Following any termination described in this
        Section 5.5, the Company shall continue to have all other rights available
        hereunder (including, without limitation, all rights under the Restrictive
        Covenants and any restrictive covenants set forth in any plan, award and
        agreement applicable to Executive, at law or in equity). Subject to 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 5.5 (a) and 5.5 (b) shall
        be in
        lieu of compensation and benefits provided otherwise for a termination under
        Section 5.2 of this Agreement and any other plan or agreement of the Company,
        whether adopted before or after the date hereof, which provides severance
        payments or benefits.

       

      (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 (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”),
        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.

       

      All
        determinations required to be made under this Section 5.5(d) 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 required, the Executive may determine
        which Payments shall be reduced in order to comply with the provisions of
        Section 5.5(d). The Auditor shall promptly provide detailed supporting
        calculations to both the Company and Executive following any determination
        that
        a Reduction is necessary. All fees and expenses of the Auditor shall be paid
        by
        the Company. All determinations made by the Auditor shall be binding upon
        the
        Company and the Executive.

       

      
        
          
          

        

        
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      (e) For
        purposes of this Section 5.5, 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 5.5 (e):

       

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

       

      (ii)
         there
        is
        consummated a merger or consolidation of the Company or any direct or indirect
        subsidiary of the Company with any Person, other than (a) a merger or
        consolidation which would result in the voting securities of the Company
        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 Company
        thereof) at least 60% of the combined voting power of the securities of the
        Company, or by the Company (directly or indirectly) in such subsidiary, or
        such
        surviving entity or any Company thereof outstanding immediately after such
        merger or consolidation, (b) a merger or consolidation effected to implement
        a
        recapitalization of the Company (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 Company (not including in the
        securities Beneficially Owned by such Person any securities acquired directly
        from the Company or its Affiliates) representing 40% or more of the combined
        voting power of the Company’s then outstanding securities, or (c) a merger or
        consolidation of a subsidiary of the Company that does not represent a sale
        of
        all or substantially all of the assets of the Company; or 

       

      (iii)
         the
        shareholders of the Company approve a plan of complete liquidation or
        dissolution of the Company (except for a plan of liquidation or dissolution
        effected to implement a recapitalization of the Company (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
        Company (not including in the securities Beneficially Owned by such Person
        any
        securities acquired directly from the Company or its Affiliates) representing
        40% or more of the combined voting power of the Company’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 Company or of the Company to a Person, other than a
        sale or
        disposition by the Company of all or substantially all of the assets of the
        Company 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 are owned by
        shareholders of the Company (or by the Company, in the case of a sale by
        the
        Company) in substantially the same proportions as their ownership of the
        Company
        (or the Company) immediately prior to such sale.

       

      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 the Company immediately prior to such transaction or series of transactions
        continue to have substantially the 

       

      
        
          
          

        

        
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      same
        proportionate ownership in an entity which owns
        all or substantially all of the assets of the Company immediately following
        such
        transaction or series of transactions.

       

      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) the Company or any of the Company’s direct or indirect subsidiaries,
        (2) a trustee or other fiduciary holding securities under an employee benefit
        plan of the Company or any of its 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 Company
        in
        substantially the same proportions as their ownership of stock of the Company,
        and (D) “Affiliate”
shall
        have the meaning set forth in Rule 12b-2 promulgated under Section 12 of
        the
        Exchange Act. 

       

      (f) For
        purposes of this Section 5.5 (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)
        a
        material diminution of duties 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;

       

      (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
        failure of a successor to the Company, 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 Chicago, Illinois.
        

       

      The
        foregoing to the contrary notwithstanding, if the Company is acquired as
        a
        subsidiary or division of another company, in the absence of other grounds,
        the
        Executive shall not have incurred “CoC Good Reason” under subparagraph (iv) on
        the ground that the Company 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.

      


      6.  Restrictive
        Covenants and Agreements.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

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

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

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

              


      

       

      
        	6.3  	
                Non-Disclosure.
                  Executive agrees that during employment with the Company and thereafter,
                  Executive shall not reveal to any competitor or other person or
                  entity
                  (other than current employees of the Company) any Confidential
                  Information regarding Clients (as defined herein) that Executive
                  obtains while performing services for the Company. Executive further
                  agrees that Executive will not use or disclose any Confidential
                  Information

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	  	
                of
                  the Company, other than in connection with Executive’s work for the
                  Company, until such information becomes generally known in the
                  industry
                  through no fault of Executive. 

              


      

       

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

              


      

       

      Accordingly,
        and in consideration of the Company’s employment of Executive and the various
        benefits and payments provided in conjunction therewith, Executive agrees
        that
        during the Employment Period and for the longer period (“Restricted
        Period”)
        thereafter of (i) the period during which Executive is entitled to receive
        severance payments under Section
        5.2(a)(i)
        or (ii)
        twelve (12) months following any termination of employment with 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.

       

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

              


      

       

      
        	6.6  	
                Modification.
                  If any court of competent jurisdiction shall at any time deem that
                  the
                  term of any Restrictive Covenant is too lengthy, or the scope or
                  subject
                  matter of any

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	  	
                Restrictive
                  Covenant exceeds the limitations imposed by applicable law, the
                  parties
                  agree that provisions of Sections 6.3,
                  6.4
                  and 6.5
                  shall be amended to the minimum extent necessary such that the
                  provision
                  is enforceable or permissible by such applicable law and be enforced
                  as
                  amended.

              


      

       

       

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

              


      

       

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

       

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

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      9.  Remedies.

       

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

              


      

       

      
        	9.2  	
                Arbitration.
                  Except as set forth in Section 9.1,
                  any controversy or claim arising out of or related to (i) this
                  Agreement, (ii) the breach thereof, (iii) Executive’s employment
                  with the Company or the termination of such employment, or
                  (iv) Employment Discrimination, shall be settled by arbitration in
                  Chicago, Illinois before a single arbitrator administered by the
                  American
                  Arbitration Association (“AAA”) under
                  its National Rules for the Resolution of Employment Disputes, amended
                  and
                  restated effective as of January 1, 2004 (the “Employment
                  Rules”),
                  and judgment on the award rendered by the arbitrator may be entered
                  in any
                  court having jurisdiction thereof. Notwithstanding the foregoing,
                  Rule R-34 of the AAA’s Commercial Arbitration Rules amended and
                  restated effective as of July 1, 2003 (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.

              


      

       

      10.  Miscellaneous.

       

      
        	10.1  	
                General
                  Release.
                  Executive acknowledges and agrees that Executive’s right to receive
                  severance pay and other benefits (including any post-termination
                  equity
                  vesting) pursuant to Section 5.1,
                  Section 5.2 and Section 5.5 of
                  this Agreement is contingent upon Executive’s compliance with the
                  covenants, representations and warranties and agreements set forth
                  in
                  Section 6
                  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 6
                  or
                  if the Executive fails to execute the Release or revokes the Release
                  during the seven (7)-day period following
                  Executive’s

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	  	
                execution
                  of the Release, then the Executive shall not be entitled to any
                  severance
                  payments or other such benefits to which the Executive otherwise
                  would
                  have been entitled under Sections 5.1,
                  5.2 or 5.5.

              


      

       

       

      
        	10.2  	
                Code
                  Section 409A.
                  Notwithstanding
                  anything in this Agreement or elsewhere to the
                  contrary:

              


      

       

      
        	(a)  	
                If
                  payment or provision of any amount or other benefit that is “deferred
                  compensation” subject to Code Section 409A at the time otherwise specified
                  in this Agreement or elsewhere would subject such amount or benefit
                  to
                  additional tax pursuant to Code Section 409A(a)(1)(B), and if payment
                  or
                  provision thereof at a later date would avoid any such additional
                  tax,
                  then the payment or provision thereof shall be postponed to the
                  earliest
                  date on which such amount or benefit can be paid or provided without
                  incurring any such additional tax.

              


      

       

      
        	(b)  	
                If
                  any payment or benefit permitted or required under this Agreement,
                  or
                  otherwise, is reasonably determined by either party to be subject
                  for any
                  reason to a material risk of additional tax pursuant to Code Section
                  409A
                  (a) (1) (B), including when final regulations and issued thereunder,
                  then
                  the parties shall promptly agree in good faith on appropriate provisions
                  to avoid such risk without materially changing the economic value
                  of this
                  Agreement to either party.

              


      

       

      
        	10.3  	
                Assignment.
                  Executive may not assign any of Executive’s 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.

              


      

       

      
        	10.4  	
                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.

              


      

       

      
        	10.5  	
                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.

              


      

       

      
        	10.6  	
                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.

              


      

       

      
        	10.7  	
                Notices.
                  All notices, demands or other communications to be given under
                  or by
                  reason of the provisions of this Agreement shall be in writing
                  and shall
                  be deemed to have been duly given if (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

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	 	
                the
                  recipient with a confirmation copy to follow the next day to be
                  delivered
                  by overnight carrier. Such notices, demands and other communications
                  shall
                  be sent to the addresses indicated
                  below:

              


      

       

       

      
        
          	 To the Company:	 Huron Consulting Group Inc.
                  
	 	 550 West Van Buren Street
	 	 Chicago,
                  IL 60607
	 	 Attention: 
                  Natalia Delgado
	 	 Facsimile:
                  (312) 583-8701


        

         

         

        
          	To Executive:	Stanley
                  Logan
	 	747
                  N. Wabash Ave.
	 	 Apt.
                  801
	 	  Chicago,
                  IL 60611


        

      

       

       

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

       

      
        	10.8  	
                Preamble;
                  Preliminary Recitals.
                  The Preliminary Recitals set forth in the Preamble hereto are hereby
                  incorporated and made part of this
                  Agreement.

              


      

       

      
        	10.9  	
                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.

              


      

       

      
        	10.10  	
                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.

              


      

       

      
        	10.11  	
                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.

              


      

       

      
        	10.12  	
                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.

              


      

       

      
        	10.13  	
                Amendment
                  and Waivers.
                  Any provisions of the Agreement may be amended or waived only with
                  the
                  prior written consent of the Company and
                  Executive.

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      



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

       

      
        	 	
                THE
                  COMPANY: 

                 

                HURON
                  CONSULTING GROUP INC.

                 

                By: /s/
                  Gary Holdren  
                                                           
                  

                Its:
                  CEO                                                  
                  

                Date: April
                  5, 2006       
                                                            

                 

              
	 	
                Stanley
                  Logan

                 

                  
                  /s/ Stanley N.
                  Logan                                            
                  

                 

                  
                  Stanley N.
                  Logan                                                 
                  

                (print
                  name)

                 

                   
                  April 5,
                  2006                                                         
                  

                Date

                 

                 

              


      

      


       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

     

    
      Exhibit A

       

      GENERAL
        RELEASE OF ALL CLAIMS

       

      1.  For
        valuable consideration, the adequacy of which is hereby acknowledged, the
        undersigned (“Executive”),
        for
        Executive, Executive’s 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 Inc.
        (“Company”),
        Company’s agents, subsidiaries, Company’s 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 the Company and Executive, dated as of
        April
        1, 2006, as amended from time to time (the “Senior
        Management Agreement”)(but
        excluding claims regarding severance
        pay
        and
        benefits) and any claims under any equity agreements (including stock
        option and restricted stock agreements) between Executive and Company) 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 any
        insurance covering Executive or the by-laws
        or Operating
        Agreement of
        the
        Company 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  

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      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 Executive 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 10.6 of the Senior Management 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	 


      

       

       

       

    

     

     

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