Employment Agreement - Heidrick & Struggles International Inc. and Chief Operating Officer
[LETTERHEAD OF HEIDRICK & STRUGGLES]
Patrick S. Pittard
President and Chief Executive Officer
July 7,200O
Mr. * * *
[Address]
Dear * * *:
On behalf of Heidrick & Struggles International Inc ("the Company"), we
are delighted to confirm our offer of employment to you.
Detailed below are the principal terms and conditions of your employment.
1. Date of Commencement
Your employment with the Company will commence as on August 1,2000.
2. Title and Reporting
You would join our Company as Chief Operating Officer of our
worldwide Heidrick & Struggles Executive Search division ("Heidrick &
Struggles"), and will be based in London. You will be responsible to
manage the Heidrick & Struggles offices in Europe, Middle East,
Asia/Pacific and Africa regions. You will report to the Chief
Executive Officer of Heidrick & Struggles.
We will nominate you for election to our public board when there is a
vacancy. In the meantime you will be an "advisory" member of the
Board.
You will also be a member of the "Office of the CEO".
You will be elected to the Board of Directors of our LeadersOnline
subsidiary.
In the future you will be asked to participate in our Heidrick
Ventures division.
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3. Remuneration
3.1 Base Compensation
Your salary will be at the minimum rate of (Pounds)428,400 per annum with
(Pounds)35,700 payable in twelve equal monthly instalments at the end of
each month. All numbers are "TCF" (Total Cost to the Firm) so that your
salary will be reduced by the cost of the employer's National Insurance
Contribution, the permanent health insurance, BUPA, life cover, etc.
Currently salaries are reviewed annually in the last calendar quarter of
the year or early in the first quarter of the year, so that your first
salary review will be in late 2000 or early 2001.
3.2 Annual bonus
You may receive an annual bonus. Bonuses are discretionary, except for the
minimum bonuses, referred to below, and not earned until approved by the
Compensation Committee and/or the Board of Directors of the Company, and
all bonuses, including the minimum bonuses referred to below, will only be
payable if you are in our employ on the bonus payment dates.
For the years 2000, 2001, 2002 and 2003, you will receive minimum bonuses
of: (Pounds)362,272, (Pounds)658,675, (Pounds)658,675, and (Pounds)658,675,
respectively, payable when our bonuses are paid in December and the
following March of each year. After the year 2003 you will be on our
normal bonus program then in effect. All bonus numbers are TCF so that your
bonuses will be reduced by the employer's National Insurance Contributions.
Your total cash compensation will be subject to the Heidrick & Struggles
International, Inc. GlobalShare Program. As such, any bonus you receive may
be partially paid in equity in accordance with the GlobalShare Program.
3.3 Loans
(A) Sign-on loan:
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Within 30 days following your employment start date, the Company will loan
you (Pounds)658,675 to be evidenced by a noninterest bearing Promissory
Note ("Note") payable on January 31,2005, except that if you cease to be in
the Company's employ then the entire principal balance of the Note then
remaining due shall, without demand or notice of any kind, be and become
immediately due and payable unless your employment is terminated by the
Company without cause. The Note will be forgiven as follows if you are in
the Company's employ (or have been terminated by the Company without cause)
on the following forgiveness dates: (Pounds)65,868 on December 31, 2000,
(Pounds)131,735 on December 31, 2001, December 31, 2002, December 31, 2003,
December 31, 2004 and (Pounds) 65,867 on January 31,2005.
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You have agreed to purchase a minimum of (Pounds) 329,338 of the Company's
Common stock on the open market within 30 days following your receipt of
the loan proceeds referred to in the immediately preceding paragraph, and
you agree not to sell this stock for a period of at least two (2) years
from the date of purchase.
(B) Year 2001 loan:
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During the month of June 2001, provided you are then in our employ, the
Company will loan you (Pounds)658,675 to be evidenced by a noninterest
bearing Promissory Note ("Note") payable on January 15, 2005, except that
if you cease to be in the Company's employ then the entire principal
balance of the Note then remaining due shall, without demand or notice of
any kind, be and become immediately due and payable unless your employment
is terminated by the Company without cause. The Note will be forgiven as
follows if you are in the Company's employ (or have been terminated by the
Company without cause) on the following forgiveness dates: (Pounds)65,868
on December 31, 2001, (Pounds)131,735 on December 31, 2002, December 31,
2003 and December 31, 2004, and (Pounds)197,602 on January 31, 2005.
The income arising from the loan forgiveness in this section 3.3 is TCF so
that you will be required to pay to the Company the employer's National
Insurance Contributions and personal income tax withholding attributable to
the forgiveness income when due. The Company is authorized to withhold
these amounts from your cash bonus(s).
3.4 Other financial incentives
You will receive the following equity incentives within 30 days following
your employment start date all of which will be issued at fair market value
on the date of issuance:
(a) 145,000 of Company stock options with a three-year cliff vesting
schedule and a four-year term;
(b) 50,000 Restricted Stock Units with a three-year cliff vesting
schedule;
(c) 265,000 LeadersOnline stock options with the standard LeadersOnline
vesting schedule.
If a Web-based business which is under your leadership is taken public by
our H&S Ventures division, then you will receive either or a combination of
founder's shares or stock options equal to a minimum of 1% of such entity.
4. Equity Participation
You will be entitled to participate, in the Heidrick & Struggles
International, Inc. GlobalShare equity programs based upon your performance
and attainment
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of your goals and objectives. Grants under these programs are subject to
approval by the Board of Directors or Compensation Committee of Heidrick &
Struggles International, Inc. You will sign our Acquired Rights Waiver and
Data Protection Waiver forms on or before your first day of employment.
5. Exclusivity of Services
While entering the present agreement you undertake that you have no
obligation resulting from any other employment or business agreement or
from any former employer which could limit your ability to perform this
agreement in the best interest of the Company.
You are required to devote your whole time, attention and abilities to the
business and interests of the Company. You may not engage or be
interested whether directly or indirectly in any trade or business other
than that of the Company during the continuance of your employment with us,
except with the Company's written consent.
During your employment with the Company, you will not undertake any
business activity competitive with Heidrick & Struggles' business either
individually or with any other employees or representatives of the Company.
Should you be made an offer of employment with any firm or Company
competing with, or intending to compete with, the business of the Company
you agree to immediately furnish us with any information that may
reasonably be of assistance to the Company in acting promptly to protect
its relationships.
6. Expenses
Business expenses, including without limitation, your business transport
costs, should in all cases, be supported by the appropriate invoices and
documentation. Expenses claims are to be submitted for approval monthly.
7. Holiday
You will be entitled to 25 days' holiday in each calendar year in addition
to the Bank and Public holidays. Such holiday entitlement will accrue on a
monthly basis in equal proportions and on cessation of your employment
hereunder for whatsoever reason, you will be entitled to receive only such
number of days holiday as has accrued to the effective date of termination,
less any period of holiday already taken during the year.
8. Pension
We will contribute to your own Inland Revenue approved personal pension
plan up to the maximum cap allowable under Inland Revenue rules.
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9. Life Insurance and Permanent Health Insurance.
9.1 In General
You will be eligible to join our Company scheme which currently provides
life insurance cover of four times basic salary subject to the Plan's rules
together with permanent health insurance including earnings related sick
pay in case of long term sickness and disability and this may involve you
in having a medical.
You will be eligible to become a member of the Company scheme providing
medical insurance cover for yourself and your family through BUPA. The
subscriptions are currently paid by the Company and this represents a
taxable benefit to you.
The terms of the Company's insurance schemes shall be at the Company's
discretion and the schemes are subject to modification and / or termination
at the Company's discretion.
All payments under the permanent health insurance scheme ("PHI Scheme")
will be subject to such deductions as may be required by law and also a sum
equivalent to any employer's national insurance contributions which are
payable by the Company in respect of any payment under the PHI Scheme and
which are not reimbursed by the insurer under the PHI Scheme. Where
payments are made under the PHI Scheme, all other benefits provided to or
in respect of you by the Company will cease immediately (if they have not
done so already) except those benefits for which the Company receives, from
the insurer under the PHI Scheme, reimbursement in full of the total cost
to the Company of the benefit.
9.2 Incapacity
You shall continue to be paid during absence due to incapacity (such
payment to be inclusive of any statutory sick pay or social security
benefits to which you may be entitled) for a total of up to 28 days in any
one year of employment under this agreement.
Thereafter you shall continue to be paid salary only at the discretion of
the Company provided that if such absence shall aggregate in all 26 weeks
in any 52 consecutive weeks the Company may terminate your employment.
Termination on grounds of ill health shall not be permitted if you are
either:
(a) receiving benefit under a permanent health insurance scheme and a
payment of such benefits depends on the you remaining an employee; or
(b) you reasonably expect to receive benefits under such a scheme within
the next 6 months.
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[For the avoidance of doubt if the insurance company underwriting the
Company's health insurance scheme makes a capricious or unreasonable
decision in refusing or withholding the payment of benefits then
termination of your employment on grounds of ill health may only occur with
mutual consent. The Company agrees to use all reasonable efforts to
persuade the insurer to provide the benefits to you.]
If the incapacity shall be or appear to be occasioned by actionable
negligence of a third party in respect of which damages are or may be
recoverable the Executive shall immediately notify the Company of that fact
and of any claim compromise settlement or judgement made or awarded in
connection with it and shall give to the Company all particulars the
Company may reasonably require and shall if required by the Company refund
to the Company that part of any damages recovered relating to loss of
earnings for the period of the incapacity as the Company may reasonably
determine provided that the amount to be refunded shall not exceed the
amount of damages or compensation recovered by you less any costs borne by
you in connection with the recovery of such damages or compensation and
shall not exceed the total remuneration paid to you by way of salary in
respect of the period of the incapacity.
10. Confidentiality
Whilst employed by Heidrick & Struggles you should not:
(i) Take advantage of your position to discuss with any of the Company's
employees the present operation, formation of or future operations of any
business likely to compete with the Company with the intention of
persuading such employees as to opportunities for their possible future
employment by any such business.
(ii) Discuss with any existing or potential clients of the Company present
or future availability or provision of services from a business competing
with or intended to compete with the Company save with the Company's
express consent.
11. Disclosure and Copyright, Inventions, Designs and other Intellectual
Property
11.1 Disclosure
You will keep strictly confidential any information you acquire in the
course of your employment about the business of the Company or the business
of its clients and prospective clients.
In the event of improper use or disclosure of information the Company
reserves the right to take disciplinary or other appropriate action.
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On or before your first day of employment you will sign our Declaration
Regarding Propriety Information Agreement.
11.2 Copyright, Inventions, Designs and other Intellectual Property
In this section 11.2, the term "Intellectual Property" means works in
which copyright may subsist (including articles, publications, databases,
computer software and preparatory and design materials therefore), all
other database rights, inventions (whether patentable or not, and whether
or not patent protection has been applied for or granted), improvements,
developments, discoveries, proprietary information, trade marks, trade
names, logos, art work, slogans, know-how, processes, designs (whether or
not registrable and whether or not design rights subsist in them),
utility models, and all works protected by rights or forms of protection
of a similar nature or having equivalent effect anywhere in the world.
Subject to the provisions of the Patents Act 1977, if at any time in the
course of or in connection with your employment under this agreement you
make or discover or participate in the making or discovery of any
Intellectual Property directly or indirectly relating to, or capable of
being used in, the business carried on by the Company, full details of
the Intellectual Property shall immediately be disclosed in writing by
you to the Company and the Intellectual Property shall be the absolute
property of the Company.
At the request and expense of the Company, you shall give and supply all
such information, data, drawings and assistance as may be necessary, or
in the opinion of the Company desirable, to enable the Company to exploit
the Intellectual Property to the best advantage, and shall execute all
documents and do all things which may be necessary, or in the opinion of
the Company desirable, for obtaining patent or other protection for the
Intellectual Property in such parts of the world as may be specified by
the Company and for vesting the same in the Company or as it may direct.
12. Termination of employment
Your employment will be for a term of four years and six months
continuing thereafter until it is terminated by either party giving to
the other not less than six months notice in writing.
Once notice of termination has been given by either party then the
Company will be under no obligation to provide work for you and may
exclude you from the premises of the Company (payment in lieu/garden
leave"), provided that your salary and all other contractual benefits
shall continue to be payable through the notice period subject to any
other condition of your employment.
If the Company terminates your employment for Cause all compensation
stops and the Notes representing sign-on loans will become immediately
due and payable to the extent not already forgiven.
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If you are terminated by the Company without Cause, then all of the
Company's obligation to pay your TCF salary, minimum bonuses, and loan
forgiveness will continue through the initial four year six month term of
this employment agreement; provided however, to the extent you obtain
alternative employment, the remuneration you receive will reduce the amount
payable to you by the Company. (Alternative compensation must be
reasonable.)
For purposes of this clause 12, and this Agreement generally, "Cause" shall
mean:
(a) Fraud, or the embezzlement of misappropriation of funds or property of
the Company or any of its affiliates by the employee, the conviction
of, or the entrance of a plea of guilty or nolo contendere by the
employee to a felony, or a crime involving moral turpitude;
(b) Neglect, misconduct or wilful malfeasance which is materially
injurious to the Company or any of its affiliates;
(c) Wilful failure or refusal to perform the employee's duties, or a
wilful, material breach of contract.
In the event that your employment is terminated due to your death,
disability or ill health, your estate or your beneficiaries, as the case
may be, shall be entitled to receive your salary through the date of
termination, to the extent not theretofore paid.
13. Jurisdiction
This agreement shall be governed by English Law and the English courts
shall have exclusive jurisdiction in dealing with any disputes arising out
of the employment.
14. Post Termination Restrictions
You undertake that (except without the prior written consent of the
Company) you wil1 not:
. for a period of twelve months following termination of employment (less
any period for which you are placed on "garden leave"), directly or
indirectly induce or seek to induce or persuade any person employed by
the Company or any associated Company and with whom, you have had
significant personal dealings during the course of your employment to
leave the employ of the Company or any associated Company to join or
provide services to any other firm, company or other organisation,
whether as a director, principal, employee, consultant, agent or in any
other capacity whatsoever;
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. for a period of twelve months following termination of employment
(less any period for which you are placed on "garden leave") directly
or indirectly solicit or induce away in competition with the Company
the custom of any person, firm, company or other organisation
whatsoever who in the year immediately preceding the date of
termination was a client or candidate of the Company or Associated
Company and with whom you had significant personal dealings on behalf
of the Company;
. for a period of twelve months after termination of employment (less
any period for which you are placed on "garden leave"), act or be
engaged in the provision of executive recruitment services, directly
or indirectly for a business which shall be in competition with the
business of the Company or any of its subsidiaries or affiliates,
including, without limitation, LeadersOnline.
15. Final Provisions.
The present contract comprises all agreements between you and Heidrick &
Struggles International, Inc. in relation to the employment relationship.
Any modification to this contract shall require a written form.
If any provisions of this contract shall be or become invalid or are
unenforceable the validity and enforceability of the other provisions of
the contract shall remain unaffected. The parties shall agree on a valid
provision which as closely as possible achieves the economic effect of the
invalid or unenforceable provision. The same shall apply in case of
incompleteness of the contract.
With every good wish.
Yours sincerely,
FOR AND ON BEHALF OF
HEIDRICK & STRUGGLES INTERNATIONAL INC.
/s/ Patrick S. Pittard
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Patrick S. Pittard, Chairman, President and Chief Executive Officer
I hereby accept the terms and conditions of employment as outline above
Signed: /s/ * * * Date: 07/07/00
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