Employment Agreement - Heidrick & Struggles Inc. and Thomas J. Friel
June 24, 2003
PERSONAL & CONFIDENTIAL
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Mr. Thomas J. Friel
983 Baileyana Road
Hillsborough, CA 94010
Dear Tom:
On behalf of Heidrick & Struggles International, Inc., I am pleased to confirm
the terms of your new employment arrangement.
Title and Duties. You will serve as Chief Executive Officer of Heidrick &
Struggles International, Inc. (the "Company"), effective as of June 24, 2003
(the "Effective Date"), reporting to the Board of Directors of the Company. You
will also have the role of Chairman of the Board of Directors of the Company.
Base Salary. Your base salary will be $600,000 annually, subject to review by
the Board of Directors at no more than 24 month intervals.
Target Bonus. Your bonus target for 2003 is 100% of base salary (in accordance
with Tier I of the Management Incentive Plan) to be paid when bonuses are paid
to executive officers in March of 2004. For 2003, your bonus will be guaranteed
at target level on a pro rata basis for the period of time following the
Effective Date. Additionally, your 2004 bonus will be guaranteed at target level
on a pro rata basis for the period from January 1, 2004 through the first
anniversary of the Effective Date. The bonuses (other than the 2003/2004
guaranteed amounts) are discretionary and are not earned until approved by the
Compensation Committee and/or the Board of Directors of the Company. The annual
bonus (other than the 2003/2004 guaranteed amounts) will be payable only if you
are in the Company's employ on the regular bonus payment date.
Incentive Compensation and Other Plans. You will be eligible to participate in
the incentive and other executive compensation plans applicable from time to
time for executive officers, including at present, without limitation, the
performance share plan, the annual bonus plan (described above) and the
management stock option plan, copies of which have been provided to you. With
respect to the performance share plan, you will participate on a pro rata basis
in Cycle II (covering 2003 through 2005). You shall also be eligible to
participate in the Change In Control Severance Plan in Tier One. In addition,
you will be covered by the Company's Severance Plan in the tier for Top
Management; provided (i) the terms "Cause" and "Good Reason" shall have the
meanings defined below and any resignation by you for Good Reason shall be
deemed a termination by the Company without Cause under the Severance Plan and
(ii) any reduction in your base salary or bonus opportunity that constitutes
Good Reason shall be disregarded in determining the severance payment due to
you.
Sign-On Arrangements.
Options. On the Effective Date, you will receive a stock option grant to
purchase 100,000 shares of Heidrick & Struggles International, Inc. common
stock. The options will be granted
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Mr. Thomas J. Friel
June 24, 2003
Page 2
at the closing price of the common stock as reported on NASDAQ on the date
of grant, will vest 33.3% per year over a three year period, and will have
a five year term.
Restricted Stock Units. On the Effective Date, you will receive a grant of
50,000 restricted stock units ("RSUs"). The RSUs will vest 33.3% per year
over a three year period.
Benefits. You will be eligible to participate in the Company's benefit programs
at the same level as the other senior executives of the Company. The Company's
benefit programs include group health and life/AD&D insurance, long-term
disability, short-term disability salary continuation, time-off benefits
(vacation, paid holidays, paid sick time), the Flexible Spending Account and the
Heidrick & Struggles, Inc. 401(k) Profit-Sharing and Retirement Plan. The
Company's benefit programs, bonus programs and policies are reviewed from time
to time by Company management and may be modified, amended, or terminated at any
time.
Expenses. The Company's Physical Examinations Policy will continue to apply to
you. The Financial Planning Program for Senior Partners will also continue to
apply to you. The Company will reimburse you for all of your reasonably incurred
business expenses in accordance with its policies, including first class air
travel and reimbursement of travel expenses by your spouse when appropriate for
business purposes or, when appropriate, as an alternative to having you travel.
Confidentiality. Your employment with the Company under this Agreement
necessarily involves your access to and understanding of certain trade secrets
and confidential information pertaining to the business of the Company and its
affiliates. During the term of your employment with the Company and thereafter,
you will not, directly or indirectly, without the prior written consent of the
Company, disclose or use for the benefit of any person, corporation or other
entity, or for yourself any and all files, trade secrets or other confidential
information concerning the internal affairs of the Company and its affiliates,
including, but not limited to, information pertaining to its clients, services,
products, earnings, finances, operations, methods or other activities; provided,
however, that the foregoing shall not apply to information which is of public
record or is generally known, disclosed or available to the general public or
the industry generally (other than as a result of your breach of this covenant).
Notwithstanding the foregoing, you may disclose such information as is required
by law during any legal proceeding or to your personal representatives and
professional advisers and, with respect to such personal representatives and
professional advisers, you shall inform them of your obligations hereunder and
take all reasonable steps to ensure that such professional advisers do not
disclose the existence or substance thereof. Further, you shall not, directly or
indirectly, remove or retain, and upon termination of employment for any reason
you shall return to the Company, any records, computer disks, computer
printouts, business plans or any copies or reproductions thereof, or any
information or instruments derived therefrom, arising out of or relating to the
business of the Company and its affiliates or obtained as a result of your
employment by the Company.
Non-Solicitation/Non-Competition. During the term of your employment with the
Company and for a period of six-months after the termination of your employment
with the Company, you shall not (i) become an employee of, consultant to, or
otherwise provide services to, any principal competitor of the Company and its
affiliates, (ii) directly or indirectly solicit or hire, or assist any other
person in
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Mr. Thomas J. Friel
June 24, 2003
Page 3
soliciting or hiring, any employee of the Company or its affiliates (as of your
termination of employment with the Company) or any person who, as of such date,
was in the process of being recruited by the Company or its affiliates, or
induce any such employee to terminate his or her employment with the Company or
its affiliates, (iii) work on the account of any client of the Company or any of
its affiliates with whom you have had a direct relationship or supervisory
responsibility in the 24 months preceding such termination, or (iv) hire,
solicit for hire, or assist any other person in soliciting or hiring any
employment candidate with whom you had contact during the 24 months preceding
such termination.
Definitions.
The term "Good Reason" shall mean (i) a diminution of the amount of your base
salary or target bonus or benefits or level of eligibility for stock options or
other incentive programs unless such diminution is consistent with other senior
executives of the Company, or (ii) the elimination of your position or a
diminution of responsibilities associated with your position. Notwithstanding
the foregoing, an action by the Company which is cured within 30 days after
receipt of written notice of such occurrence shall not constitute Good Reason.
The term "Cause" shall mean (a) fraud, or the embezzlement or misappropriation
of funds or property of the Company or any of its affiliates by you, (b) the
conviction of, or the entrance of a plea of guilty or nolo contendere by you, to
a felony or a crime involving moral turpitude; (c) neglect, misconduct or
willful malfeasance which is materially injurious to the Company or any of its
affiliates; or (d) willful failure or refusal to perform your duties, or a
willful, material breach of contract.
Other Legal Matters.
You will be an "employee at will" unless or until you and the Company otherwise
agree in writing. The purpose of this arrangement is to permit either of us to
terminate employment and compensation at any time with or without Cause or Good
Reason, except for such period of notice as may be expressly provided in writing
under written Company employment policies in effect at the time of such
termination. Your initial and continuing employment will be subject to your
having the ability to work legally in the United States.
You have advised the Company that your execution and performance of the terms of
this Agreement do not and will not violate any other agreement binding on you or
the rights of any third parties and you understand that in the event this advice
is not accurate the Company will not have any obligation to you under this
Agreement.
This letter agreement contains our entire understanding and can be amended only
in writing and signed by you and the General Counsel or Chief Human Resources
Officer. This letter supercedes all prior arrangements or agreements pertaining
to your employment with the Company. You specifically acknowledge that no
promises or commitments have been made to you that are not set forth in this
letter.
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Mr. Thomas J. Friel
June 24, 2003
Page 4
Any controversy or claim arising out of or relating to this agreement or for the
breach thereof, or your employment, including without limitation any statutory
claims (for example, claims for discrimination including but not limited to
discrimination based on race, sex, sexual orientation, religion, national
origin, age, marital status, handicap or disability; and claims relating to
leaves of absence mandated by state or federal law), breach of any contract or
covenant (express or implied), tort claims, violation of public policy or any
other alleged violation of statutory, contractual or common law rights (and
including claims against the Company's officers, directors, employees or agents)
if not otherwise settled between the parties, shall be conclusively settled by
arbitration to be held in Chicago, Illinois, in accordance with the American
Arbitration Association's Employment Dispute Resolution Rules (the "Rules").
Arbitration shall be the parties' exclusive remedy for any such controversies,
claims or breaches. The parties agree they shall not seek any award for punitive
damages for any claims they may have under this Agreement. The parties also
consent to personal jurisdiction in Chicago, Illinois with respect to such
arbitration. The award resulting from such arbitration shall be final and
binding upon both parties. Judgment upon said award may be entered in any court
having jurisdiction. This Agreement will be governed by the laws of the State of
Illinois, without regards to the conflict of laws provisions of any
jurisdiction.
You and the Company hereby waive the right to pursue any claims, including but
not limited to employment termination - related claims, through civil litigation
outside the arbitration procedures of this provision, unless otherwise required
by law. You and the Company each have the right to be represented by counsel
with respect to arbitration of any dispute pursuant to this paragraph. The
arbitrator shall be selected by agreement between the parties, but if they do
not agree on the selection of an arbitrator within 30 days after the date of the
request for arbitration, the arbitrator shall be selected pursuant to the Rules.
In the event of any arbitration hereunder, the parties agree each shall bear its
or his own attorneys' fees and costs associated with or arising from such
arbitration or other proceeding.
Yours sincerely,
/s/ Fritz E. Freidinger
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Fritz E. Freidinger
General Counsel and Corporate Secretary
I hereby accept the terms and conditions of employment as outlined above:
/s/ Thomas J. Friel 08/12/2003
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Thomas J. Friel Date