Separation and Settlement Agreement and General Release - Heidrick & Struggles International Inc. and Chief Executive Officer
EXECUTION COPY
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SEPARATION AND SETTLEMENT AGREEMENT
AND GENERAL RELEASE
This Separation and Settlement Agreement and General Release (this
"Agreement") is made as of the 12th day of June 2003 (the "Effective Date"), by
and between * * * * * (the "Employee") and Heidrick & Struggles
International, Inc., a Delaware corporation (the "Company") concerning the
Employee's termination of employment with the Company.
WHEREAS, the Company and the Employee entered into that certain Employment
Agreement dated as of January 1, 2002, (the "Employment Agreement");
WHEREAS, on April 7, 2002, the Employee tendered his resignation as Chief
Executive Officer of the Company, which the Company accepted;
WHEREAS, the Employee's employment with the Company will terminate
effective as of June 30, 2003 pursuant to the terms set forth in this Agreement
(the "Termination Date"); and
WHEREAS, the Company and the Employee intend that this Agreement shall be
in complete settlement of all rights of both the Employee and the Company under
the Employment Agreement or otherwise relating to his employment by the Company.
NOW THEREFORE, in consideration of the mutual promises and agreements set
forth below, the Company and the Employee agree as follows:
1. Termination. The Employee's employment with the Company will terminate
by mutual consent effective as of the close of business on the Termination Date
and the Employee will continue to be paid his current salary (at an annual rate
of $650,000.00 per year), expense reimbursements and employee benefits through
the Termination Date.
2. Resignation. The Employee hereby resigns as an officer of the Company
and all of its affiliates as of the Effective Date and hereby resigns from
employment and all other positions with the Company and all of its affiliates
effective as of the close of business on the Termination Date. Employee agrees
to execute a letter of resignation, effective as of the Termination Date, in the
form attached hereto as Exhibit A, and shall execute any additional resignation
letters as may be reasonably requested by the Company.
3. 2003 Bonus. The Employee shall receive a pro rata 2003 Bonus payment
("2003 Bonus") from the Company in the gross amount of THREE HUNDRED TWENTY-FIVE
THOUSAND DOLLARS ($325,000.00) to be paid on the first business day following
the date on which this agreement becomes final and binding pursuant to paragraph
13 below (the "Initial Payment Date").
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4. Other Payments.
(a) Employee shall receive a series of severance payments from the
Company in the aggregate gross amount of ONE MILLION THREE HUNDRED THOUSAND
DOLLARS ($1,300,000.00), to be paid in twelve equal monthly installments in
the gross amount of ONE HUNDRED AND EIGHT THOUSAND THREE HUNDRED
THIRTY-THREE DOLLARS AND THIRTY-THREE CENTS ($108,333.33) (the "Severance
Payments") as of each one-month anniversary of the Termination Date. The
Company's obligation to pay the Severance Payments is conditioned upon the
execution of this Agreement, including the execution of the General Release
and Waiver, provided in Exhibit B to this Agreement (the "Release"),
receipt by the Company of the English Advisor's Certificate in Exhibit C to
this Agreement ("the Certificate") and the continued compliance by the
Employee of all of the terms and conditions of this Agreement. The first
Severance Payment shall be made on the Initial Payment Date; provided,
however, that in the event that the cash payments to be made to the
Employee as of the Initial Payment Date are not adequate to provide for the
required tax withholding on such cash payments together with the
withholding requirements associated with any non-cash benefits provided
hereunder, the Company may accelerate a portion of the Severance Payment
installments (starting with the earliest installments due) to the Initial
Payment Date in order to satisfy such withholding obligations. In the event
that Severance Payment installments are accelerated pursuant to the
immediately preceding sentence, the balance of the Severance Payment
installments will be paid on the dates originally anticipated for such
installments, absent the acceleration of any other installment.
(b) Employee shall receive a one time lump sum payment in the amount
of THREE HUNDRED SEVENTY-ONE THOUSAND SIX HUNDRED TWENTY-FIVE DOLLARS
($371,625.00) as of the Initial Payment Date.
5. Sign-On Loan. The Company shall forgive the outstanding aggregate
principal (in the amount of ONE MILLION FIFTY-THREE THOUSAND EIGHT HUNDRED
EIGHTY ONE POUNDS STERLING ((pound)1,053,881)) of the loan made to the Employee
pursuant to the Employer's employment agreement, dated July 7, 2000, with such
forgiveness to be effective as of the Initial Payment Date. With respect to the
income arising from the loan forgiveness, Employee shall be required to pay (or
have offset against other payments provided herein) the Employer's National
Insurance Contribution as may be due, in addition to any withholding required
under Section 18, with such amount paid or offset as of the date of forgiveness.
6. Restricted Stock Units. Effective as of the Termination Payment Date,
the Employee shall become fully vested in the 50,000 restricted stock units
granted August 25, 2000, which, per the terms of the award, would otherwise
become vested as of August 25, 2003. Effective as of the Termination Date, the
Employee shall vest in 50,000 restricted stock units granted December 31, 2001,
which are part of 150,000 total restricted stock units granted on such date,
50,000 of which vested January 2, 2003. This vesting is to be permitted by the
Company on an ex gratia basis only and the Employee acknowledges that he has no
pre-existing contractual entitlement to this vesting, under the terms on which
the relevant restricted stock units were granted or otherwise. The remaining
balance of 50,000 restricted stock units granted on December 31, 2001 shall be
forfeited and cancelled as of the Initial Payment Date. The
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Employee acknowledges and agrees that he does not possess, nor is entitled to,
any other restricted stock unit awards under any plan or program of the Company
or any of its affiliates. The Company shall withhold from the restricted stock
units vesting pursuant to this Section 6 that number of shares equal to the
minimum statutory required withholding, based on the closing share price on the
Termination Date. The net shares, after withholding, shall be delivered or
otherwise made available to the Employee as soon as practicable following the
Initial Payment Date.
7. Stock Options. Effective as of the Initial Payment Date, the Employee
shall forfeit and/or relinquish any and all interests and rights in and under
all vested or unvested outstanding stock options awarded under any plan or
program maintained by the Company or any of its affiliates. The Employee
acknowledges and agrees that he does not possess, nor is entitled to, any other
stock option awards under any plan or program of the Company or any of its
affiliates
8. Performance Share Program. Effective as of the Initial Payment Date,
the Employee shall forfeit and/or relinquish any and all interests and rights
under the Company's Performance Share Program, for any and all performance
periods. Employee acknowledges that he is not entitled to any future
participation or payouts with respect to the Performance Share Program.
9. Accrued Vacation. The Employee shall receive payment for all accrued
and unused vacation, if any, as of the Termination Date, to the extent provided
in accordance with the Company's standard policies. Such payment shall be paid
not later than the Initial Payment Date.
10. Termination of Benefits. Except as specifically provided in this
Agreement with respect to plans or arrangements specifically identified in this
Agreement, the Employee's continued participation in all employee benefit
(pension and welfare) and compensation plans will cease as of the Termination
Date. Any payments made to the Employee pursuant to this Agreement, other than
with respect to the continued payment of salary through the Termination Date,
shall be disregarded for purposes of determining the amount of benefits to be
accrued on behalf of the Employee under any pension or other benefit plan
maintained by the Company or its affiliates. Nothing contained herein shall
limit or otherwise impair Employee's right to receive pension or similar benefit
payments which are vested as of the Termination Date under any applicable tax
qualified pension or other tax qualified benefit plan.
11. Medical Benefits. Employee's entitlement to continue family medical
coverage under the benefit plans of the Company operated in the United States
will be determined in accordance with the provisions of section 4980B of the
Internal Revenue Code and section 601 of the Employee Retirement Income Security
Act (sometimes referred to as "COBRA coverage"). Employee's entitlement to
medical insurance coverage in the UK will cease on The Termination Date.
12. Other Payments. The Employee agrees and acknowledges that, other than
as specifically provided for in this Agreement, no additional payments are due
from the Company or any affiliate on any basis whatsoever other than
reimbursements in accordance with the
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Company's policies for ordinary and reasonable expenses incurred on or before
the Termination Date.
13. Employee Release and Company Release. As part of this Agreement,
and in consideration of the additional payments provided to Employee in
accordance with this Agreement, the Employee is required to execute the Release
and deliver the Release following the Termination Date and to deliver the signed
Certificate, at the same time. As part of this Agreement, and in consideration
of Employee's covenants contained in this Agreement, not less than five days
prior to the Initial Payment Date the Company shall execute the General Release
and Waiver in the form attached as Exhibit D (the "Company Release"). This
Agreement (including all Exhibits to this Agreement), and the commitments and
obligations of all parties hereunder:
(a) shall become final and binding immediately following the
expiration of the Employee's right to revoke the execution of this
Agreement in accordance with paragraph 4(d) of the Release, attached as
Exhibit B;
(b) shall not become final and binding until the expiration of such
right to revoke and may not be revoked or rescinded by the Company prior to
or after expiration of such right to revoke; and
(c) shall not become final and binding if Employee revokes such
execution.
The parties to this Agreement are aware that they may hereafter discover claims
or facts in addition to or different from those such party now knows or believes
to be true with respect to the matters related herein. Nevertheless, it is the
intention of the parties to fully, finally and forever settle such matters, and
all claims, demands, and causes of action relative thereto, whether known or
unknown, which may exist, or previously have existed, between Employee and the
Company in connection with such matters, including, without limitation, the
termination of Employee's employment with the Company. In furtherance of such
intention, the waiver and releases given herein shall be and remain in effect as
a full and complete release of all such matters, notwithstanding the discovery
or existence of any additional or different claims or facts relative thereto.
14. Assistance with Claims. The Employee agrees to cooperate with the
Company or any affiliate in the defense, prosecution or evaluation of any
pending or potential claims or proceedings involving or effecting the Company or
any affiliate during the period of Employee's employment with the Company (the
"Employment Period") or relating to any decisions in which Employee participated
or any matter of which Employee had knowledge. Employee agrees, unless precluded
by law, to promptly inform the Company if he is asked to participate (or
otherwise become involved) in any claims that may be filed against the Company
or any affiliate relating to the Employment Period. Employee also agrees, unless
precluded by law, to promptly inform the Company if he is asked to assist in any
investigation (whether governmental or private) of the Company or any affiliate
(or their actions) relating to any matter occurring during the Employment
Period, regardless of whether a lawsuit has then been filed against the Company
or any affiliate with respect to such investigation. Specifically and without
limitation, Employee will attend and participate in meetings and interviews
conducted by Company personnel, and/or
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attorneys appointed by the Company, and execute written affidavits confirming
Employee's statements in such meetings in respect of any such matters. Employee
will make himself available for the foregoing at mutually convenient times
during business hours from time to time as reasonably requested by the Company.
Promptly upon the receipt of the Employee's written request, the Company agrees
to reimburse the Employee for all reasonable out-of-pocket expenses associated
with such cooperation, including travel expenses. This paragraph 14 shall not
preclude the Employee from responding to an inquiry in an honest manner.
15. Non-Disparagement. The Employee agrees that on and after the date of
this Agreement, he will not make any disparaging, critical or derogatory
statement about the Company or any affiliate or their shareholders or any of
their officers, directors or employees or otherwise make disparaging comment on
any aspects of Employee's employment with the Company, and the Company agrees
not to make any disparaging, critical or derogatory statement about the Employee
or Employee's employment with the Company; provided that the provisions of this
paragraph 15 shall not apply to testimony as a witness, any disclosure required
by law to be made by the Company or the Employee, the assertion of or defense
against any claim of breach of this Agreement and shall not require either party
to make false statements or disclosures.
16. Restrictive Covenants. Except as may be modified by the following
provisions of this paragraph 16, Employee expressly acknowledges and agrees that
the Employee will continue to remain subject to the Covenant provisions of
Section 7 of the Employment Agreement, and further agrees that obligations under
such provisions are not limited in any way by this Agreement or termination from
employment with the Company:
(a) Employee shall return all documents, records and property of the
Company and any affiliate of the Company as of the Termination Date. The
Employee shall return to the Company no later than the Termination Date any
and all original and duplicate copies of all the Employee's work product
and of files, calendars, books, records, notes, notebooks, customer lists
and proposals to customers, manuals, computer equipment (including any
desktop and/or laptop computers, handheld computing devices, home systems,
computer disks and diskettes), mobile telephones (including SIM cards and
the like), personal data assistants (PDAs), fax machines, and any other
magnetic and other media materials the Employee has in his possession or
under his control that belong to the Company or any of its affiliates that
contain confidential or proprietary information concerning the Company or
any of its affiliates or their clients or operations. The Employee also
must return and/or agree to immediately return to the Company any keys,
credit cards and I.D. cards that belong to the Company or any of its
affiliates but are in the Employee's possession or within the Employee's
control.
(b) Employee agrees not to instigate or participate in any
administrative or judicial proceeding against the Company or any affiliate
(except for proceedings to enforce this Agreement) unless requested by the
Company or otherwise required by law.
(c) Subject to the foregoing provisions of this paragraph 16, the
Company will continue to have the right to enforce such obligations of
Section 7 of the Employment Agreement as provided in the Employment
Agreement.
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(d) The Company agrees that the Employee shall be permitted from time
to time to seek a written exception from the Company to the
non-solicitation provision of Section 7(c)(iii) of the Employment Agreement
with respect to specifically identified individuals; provided, however, it
is specifically acknowledged by the Employee that the Company shall have
absolute discretion whether to agree to such request for exception.
17. Non-Disclosure. Employee acknowledges that the benefits provided by
the Company under this Agreement are not generally available to other employees
of the Company, and agrees that, except as may be required by the lawful order
of a court or agency of competent jurisdiction, Employee will keep the terms of
this Agreement secret and confidential indefinitely. Notwithstanding the
foregoing provisions of this paragraph 17, Employee may disclose the contents of
this Agreement to his attorneys, accountants and financial advisors and his
immediate family, provided that Employee takes steps that are reasonably
calculated to assure that such persons do not further disclose the terms of this
Agreement. The Employee further agrees that, prior to the commencement of any
new employment, if prior to the end of the expiration of the restrictive
provisions of Section 7 of the Employment Agreement, he will furnish the
prospective new employer with a copy of the provisions of this Agreement (and as
needed, relevant provisions of the Employment Agreement) relating to
competition, confidentiality, and solicitation. Employee also agrees that,
during such period, the Company may advise any new employer or prospective new
employer of the provisions of this Agreement relating to competition,
confidentiality, and solicitation and furnish the new employer or prospective
new employer with a copy of such provisions.
18. Withholding for Taxes. All benefits and payments provided to the
Employee pursuant to this Agreement which are required to be treated as
compensation shall be subject to all applicable withholding and reporting
requirements.
19. Settlement of Disputes. The Settlement of Disputes provisions set
forth in Section 8 of the Employment Agreement are hereby incorporated by
reference and are made part of this Agreement and shall be applicable for all
disputes as may arise hereunder, regardless of whether the Employment Agreement
is, or may deemed to be, in full force and effect.
20. Attorneys Fees. In the event of any dispute with respect to a
breach or asserted breach of this Agreement, the prevailing party as determined
by the presiding judge or arbitration panel in said proceeding shall be entitled
to recover such party's reasonable attorneys fees and expenses from the other
party.
21. Miscellaneous.
(a) Binding Effect. This Agreement shall be binding upon each of the
parties and upon their respective heirs, administrators, representatives,
executors, successors and assigns, and shall inure to the benefit of each
party and to their heirs, administrators, representatives, executors,
successors, and assigns.
(b) Applicable Law. This Agreement shall be construed in accordance
with the laws of the State of New York, without regard to the conflict of
law provisions of any
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jurisdiction, save in relation to paragraph 2 of Exhibit B and Exhibit C
which shall be construed in accordance with English law.
(c) Entire Agreement. This Agreement reflects the entire agreement
between the Employee and the Company and, except as specifically provided
herein, supersedes all prior agreements and understandings, written or oral
relating to the subject matter hereof, it being acknowledged, however, that
the Employee shall continue to be subject to the restrictive covenants of
Section 7 of the Employment Agreement. To the extent that the terms of this
Agreement (including Exhibits to this Agreement) are to be determined
under, or are to be subject to, the terms or provisions of any other
document, this Agreement (including Exhibits to this Agreement) shall be
deemed to incorporate by reference such terms or provisions of such other
documents.
(d) Notices. Any notice pertaining to this Agreement shall be in
writing and shall be deemed to have been effectively given on the earliest
of (a) when received, (b) upon personal delivery to the party notified, (c)
one business day after delivery via facsimile with electronic confirmation
of successful transmission, (d) one business day after delivery via an
overnight courier service or (e) five days after deposit with the United
Postal Service, and addressed as follows:
to the Employee at:
* * * * *
[Address]
Or such other address as Employee duly notifies the Company.
With a copy to:
Samuel B. Fortenbaugh, III, Esq.
1211 Avenue of the Americas, 24/th/ Floor
New York, NY 10036
Fax: (212) 596-3391
to the Company at:
Heidrick & Struggles International, Inc.
233 South Wacker Drive
Suite 4200
Chicago, IL 60606-6303
Attn: Fritz E. Freidinger - General Counsel and
Corporate Secretary
Fax: (312) 496-1297
with a copy to:
Donald L. Norman, Jr., Esq.
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Mayer, Brown, Rowe & Maw
190 S. LaSalle Street
Chicago, IL 60603
Fax: (312) 706-9179
(e) Waiver of Breach. The waiver by either party to this Agreement of
a breach of any provision of this Agreement shall not operate as or be
deemed a waiver of any subsequent breach by such party. Continuation of
benefits hereunder by the Company following a breach by the Employee of any
provision of this Agreement shall not preclude the Company from thereafter
exercising any right that it may otherwise independently have to terminate
said benefits based upon the same violation.
(f) Amendment. This Agreement may not be modified or amended except
by a writing signed by the parties to this Agreement.
(g) Counterparts. This Agreement may be signed in multiple
counterparts, each of which shall be deemed an original. Any executed
counterpart returned by facsimile shall be deemed an original executed
counterpart.
(h) Agreement Expenses. The Company shall reimburse the Employee for
reasonable legal fees incurred incident to the negotiation, preparation and
execution of this Agreement subject to a cap of $12,500.
(i) No Third Party Beneficiaries. Unless specifically provided
herein, the provisions of this Agreement are for the sole benefit of the
parties to this Agreement and are not intended to confer upon any person
not a party to this Agreement any rights hereunder.
(j) Terms and Construction. Each party has cooperated in the drafting
and preparation of this Agreement. The language in all parts of this
Agreement shall be in all cases construed according to its fair meaning and
not strictly for or against either party.
(k) Admissions. Nothing in this Agreement is intended to be, or will
be deemed to be, an admission of liability by Employee or the Company to
each other, or an admission that they or any of their agents, affiliates,
or employees have violated any state, federal or local statute, regulation
or ordinance or any principle of common law of any jurisdiction, or that
they have engaged in any wrongdoing towards each other.
(l) Currency. Unless otherwise specifically provided herein, all cash
payments to be made by the Company to Employee under the terms of this
Agreement shall be made in United States Dollars. In the event that the
parties agree to have any payments made in any currency other than the U.S.
Dollar, the amount of such payments in such other currency shall be
calculated using the exchange rate as reported in the Wall Street Journal
for the date immediately preceding the date of payment. In the event that a
given currency exchange rate is not reported as of the date immediately
preceding such payment date, the next most recently reported exchange rate
for that currency shall be utilized.
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IN WITNESS WHEREOF, this Separation and Settlement Agreement and General
Release has been duly executed as of the Effective Date.
/s/ * * * * * Date: 27/06/03.
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Heidrick & Struggles International,
Inc.
Date:
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By: Fritz E. Freidinger
Title: General Counsel and
Corporate Secretary
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IN WITNESS WHEREOF, this Separation and Settlement Agreement and General
Release has been duly executed as of the Effective Date.
Date:
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Heidrick & Struggles International,
Inc.
/s/ Fritz E. Freidinger Date: 6-16-03
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By: Fritz E. Freidinger
Title: General Counsel and
Corporate Secretary
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Exhibit A
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LETTER OF RESIGNATION
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Board of Directors
Heidrick & Struggles International, Inc.
233 South Wacker Drive
Chicago, IL 60606-6303
Dear Sirs:
I hereby acknowledge my resignation as Chief Executive Officer with
Heidrick & Struggles International, Inc. (the "Company") as of April 7, 2003,
and acceptance thereof by the Company, and that I will not stand for re-election
to the Board of Directors of the Company, such that as of the May 22, 2003
shareholders meeting, I will no longer serve in the position of Chairman or
member of the Board of Directors of the Company. Effective as of the date of
execution of the Separation and Severance Agreement dated May 15, 2003 (the
"Separation Agreement"), I hereby resign all other officer or management
positions with the Company and all of its related entities (including, without
limitation, any position as a member of any board of directors of any related
entity), and agree to remain employed solely as a senior advisor to the Company
as provided in the Separation Agreement. Further, effective June 30, 2003, I
hereby resign from employment with the Company and all of its related entities.
My resignation is in accordance with the terms of the Separation Agreement and I
hereby confirm that I have no claim for compensation for loss of office, save as
set out in that Agreement.
Very truly yours,
* * * * *
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Exhibit B
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EMPLOYEE RELEASE AND WAIVER
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1. This document is attached to, is incorporated into, and forms a part
of, a Separation and Settlement Agreement (the "Agreement") by and between
Heidrick & Struggles International, Inc. (the "Company") and * * * * *
(the "Employee"). Except for (i) a Claim based upon a breach of the Agreement,
(ii) a Claim which is expressly preserved by the Agreement, or (iii) a Claim
relating to or arising out of the Company's fraud or criminal activity, the
Employee, on behalf of himself and the other Employee Releasors, releases and
forever discharges the Company and the other Company Releasees from any and all
Claims which the Employee now has or claims, or might hereafter have or claim,
whether known or unknown, suspected or unsuspected (or the other Employee
Releasors may have, to the extent that it is derived from a Claim which the
Employee may have), against the Company Releasees based upon or arising out of
any matter or thing whatsoever, from the beginning of time to the effective date
of this General Release and Waiver and shall include, without limitation, Claims
(except those specifically preserved by the Agreement) arising out of or related
to the Employment Agreement dated January 1, 2002 and Claims arising under (or
alleged to have arisen under) (a) the Age Discrimination in Employment Act of
1967, as amended; (b) Title VII of the Civil Rights Act of 1964, as amended; (c)
The Civil Rights Act of 1991; (d) Section 1981 through 1988 of Title 42 of the
United States Code, as amended; (e) the Employee Retirement Income Security Act
of 1974, as amended; (f) The Immigration Reform Control Act, as amended; (g) The
Americans with Disabilities Act of 1990, as amended; (h) The National Labor
Relations Act, as amended; (i) The Fair Labor Standards Act, as amended; (j) The
Occupational Safety and Health Act, as amended; (k) The Family and Medical Leave
Act of 1993; (l) any state antidiscrimination law; (m) any state wage and hour
law; (n) any other local, state or federal law, regulation or ordinance; (o) any
public policy, contract, tort, or common law; (p) any law, regulation or
ordinance of the United Kingdom or the rest of Europe or any of their political
entities; or (q) any allegation for costs, fees, or other expenses including
attorneys' fees incurred in these matters. Employee further represents that he
has not, and never will, institute against the Company or any of the Company
Releasees any action or other proceeding in any court, administrative agency, or
other tribunal of the United States, any State thereof or any foreign
jurisdiction, with respect to any Claim or cause of action of any type, other
than as provided under (i), (ii), or (iii) above, arising or which may have
existed at any time prior to the effective date of the Agreement. If Employee
does institute such a claim, he agrees to pay the reasonable costs incurred by
the Company or any of the Company Releases in defending such action, including
reasonable attorneys' fees, experts' fees and costs.
2. In respect of Claims arising under English law, Employee:
(a) acknowledges that he has taken independent legal advice from
Steven Oxley of Wilsons (his "English Advisor") on the terms and effect of
the Agreement and this General Release and Waiver, that he has entered into
such agreements voluntarily, without reservation and with the intention
that it will be binding on him as a compromise agreement or otherwise and
that the conditions regarding compromise agreements under
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the following English statutes have been satisfied: section 203 of the
Employment Rights Act 1996, section 77 of the Sex Discrimination Act 1975,
section 72 of the Race Relations Act 1976, section 9 of the Disability
Discrimination Act 1995, Regulation 35 of the Working Time Regulations
1998, section 288 of the Trade Union and Labour Relations (Consolidation)
Act 1992, section 9 of the Part-Time Workers Regulations 2000 and
Regulation 41 of the Transnational Information and Consultation of
Employees Regulations 1999 have been satisfied. Employee also warrants the
accuracy of paragraph 2 of the Certificate attached as Exhibit C to the
Agreement and acknowledges that the Severance Payment includes any
statutory compensation to which he may be entitled and that it would not be
just and equitable for him to receive any further compensation;
(b) represents and warrants that:
(i) his only Statutory Claims (as defined in paragraph 2(c)
below) or particular complaints are for unfair dismissal, breach of
contract and unlawful deduction from wages; and
(ii) his English Advisor has advised him that, on the basis of
the information available to his Advisor, he has no other Statutory
Claim against the Company and the other Company Releasees.
(c) A Statutory Claim means any claim for or relating to unfair
dismissal, a redundancy payment, equal pay, sex, race or disability
discrimination, working time, unauthorised deduction from wages or for the
infringement of any other statutory employment rights which Employee has or
may have under the Employment Rights Act 1996, the Trade Union and Labour
Relations (Consolidation) Act 1992, the Employment Relations Act 1999, the
Part-Time Workers Regulations 2000 or the Transnational Information and
Consultation of Employee Regulations 1999.
3. For purposes of this General Release and Waiver, the terms set forth
below shall have the following meanings:
(a) The term "Agreement" shall include the Agreement and the Exhibits
thereto.
(b) The term "Claims" shall include any and all rights, claims,
demands, debts, dues, sums of money, accounts, attorneys' fees, experts'
fees, complaints, judgments, executions, actions and causes of action of
any nature whatsoever, cognizable at law or equity.
(c) The term "Company Releasees" shall include the Company and its
affiliates and their respective officers, directors, trustees, members,
representatives, agents, employees, shareholders, partners, attorneys,
assigns, administrators and fiduciaries under any employee benefit plan of
the Company and of any affiliate, and insurers, and their predecessors and
successors.
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(d) The term "Employee Releasors" shall include the Employee, and his
family, heirs, executors, representatives, agents, insurers,
administrators, successors, assigns, and any other person claiming through
the Employee.
4. The following provisions are applicable to and made a part of the
Agreement and this General Release and Waiver:
(a) By this General Release and Waiver, the Employee Releasors do not
release or waive any right or claim which they may have under the Age
Discrimination in Employment Act, as amended by the Older Workers Benefit
Protection Act, which arises after the date of execution of this General
Release and Waiver.
(b) In exchange for this General Release and Waiver, the Employee
hereby acknowledges that he has received separate consideration beyond that
to which he is otherwise entitled under the Company's policies, under
contract, or under applicable law.
(c) The Employee has consulted with an attorney of his choosing prior
to executing the Agreement and this General Release and Waiver.
(d) The Employee has up to twenty-one (21) days from the date of
presentment to consider whether or not to execute the Agreement and this
General Release and Waiver which right the Employee has chosen to waive
with the advice of counsel. In the event of such execution, the Employee
has a further period of seven (7) days from the date of said execution in
which to revoke said execution. The Agreement and this General Release and
Waiver will not become effective until expiration of such revocation
period.
5. The Agreement (including this General Release and Waiver and all other
Exhibits to the Agreement), and the commitments and obligations of all parties
thereunder:
(a) shall become final and binding immediately following the
expiration of the Employee's right to revoke the execution of the Agreement
in accordance with paragraph 4(d) of this Exhibit B;
(b) shall not become final and binding until the expiration of such
right to revoke; provided, however, that nothing contained herein shall
confer any right upon the Company to revoke the Agreement; and
(c) shall not become final and binding if the Employee revokes such
execution.
* * * * * * *
<PAGE>
The Employee hereby acknowledges that he has carefully read and understands
the terms of the Agreement and this General Release and Waiver and each of his
rights as set forth therein.
/s/ * * * * *
----------------------------
* * * * *
Date: 30/06/2003.
-----------------------
WITNESSETH.
/s/
-----------------------------------
<PAGE>
Exhibit C
---------
English Advisor's Certificate
-----------------------------
I, Stephen Oxley, hereby certify as follows:
1 I am a solicitor of the Supreme Court of England and Wales and hold a
current Practising Certificate.
2 I have advised * * * * * ("my Client") on the terms and effect of
the Settlement Agreement dated 15 May 2003 between Heidrick & Struggles
International Inc. and my Client and in particular its effect on my
Client's ability to pursue my Client's rights before an English Employment
Tribunal, including the matters set out in paragraph 2 of Exhibit B to the
Settlement Agreement (the General Release and Waiver).
3 I am not acting (and have not acted) in relation to this matter for
Heidrick & Struggles International Inc. or any associated employer.
4 There is in force a contract of insurance or an indemnity provided for
members of a profession or professional body covering the risk of a claim
by my Client in respect of loss arising in consequence of the advice I have
given.
5 I confirm that paragraphs 2(b)(i) and (ii) of the General Release Waiver
are accurate.
SIGNED: /s/
----------------------------------
Name of Solicitor: Stephen Oxley
Firm: Wilsons
Address: Steynings House, Fisherton Street,
Salisbury, Wiltshire, SP2 7RJ, UK
Dated: ----------------------------------
<PAGE>
Exhibit D
---------
COMPANY GENERAL RELEASE AND WAIVER
----------------------------------
6. This document is attached to, is incorporated into, and forms a part
of, a Separation and Settlement Agreement (the "Agreement") by and between
Heidrick & Struggles International, Inc. (the "Company") and * * * * *
(the "Employee"). Except for (i) a Claim based on a breach of the Agreement,
(ii) a Claim which is expressly preserved by the Agreement, (iii) a Claim
relating to or arising out of the Employee's fraud or criminal activity, or (iv)
a Claim relating to or arising out of the Employee's willful or intentional
misconduct in the performance of Employee's obligations under the Employment
Agreement, the Company, on behalf of itself and the other Company Releasors,
releases and forever discharges the Employee and the other Employee Releasees
from any and all Claims which the Company now has or claims, or might hereafter
have or claim, whether known or unknown (or the other Company Releasors may
have, to the extent that it is derived from a Claim which the Company may have),
against the Employee Releasees based upon or arising out of any matter or thing
whatsoever, from the beginning of time to the effective date of this General
Release and Waiver, and shall include, without limitation, Claims arising out of
or related to the Employment Agreement dated January 1, 2002, and Claims arising
under (or alleged to have arisen under) (a) any local, state, federal,
regulation or ordinance; (b) any public policy, contract, tort, or common law;
(c) any allegation for costs, fees, or other expenses including attorneys' fees
incurred in these matters; or (d) any law, regulation or ordinance of the United
Kingdom or the rest of Europe or any of their political entities. Company
further represents that it has not, and never will, institute against the
Employee or any of the Employee Releasees any action or other proceeding in any
court, administrative agency, or other tribunal of the United States, any State
thereof or any foreign jurisdiction, with respect to any Claim or cause of
action of any type, other than as provided under (i), (ii), (iii) or (iv) above,
arising or which may have existed at any time prior to the effective date of the
Agreement. If Company does institute such a claim, it agrees to pay the
reasonable costs incurred by the Employee or any of the Employee Releases in
defending such action, including reasonable attorneys' fees, experts' fees and
costs.
7. For purposes of this General Release and Waiver, the terms set forth
below shall have the following meanings:
(a) The term "Agreement" shall include the Agreement and the Exhibits
thereto.
(b) The term "Claims" shall include any and all rights, claims,
demands, debts, dues, sums of money, accounts, attorneys' fees, complaints,
judgments, executions, actions and causes of action of any nature
whatsoever, cognizable at law or equity.
(c) The term "Company Releasors" shall include the Company and any of
its affiliates and, to the extent acting on behalf of the Company or any of
its affiliates and not acting in their individual capacities, their
respective officers, directors, trustees, members, representatives, agents,
employees, shareholders, partners, attorneys, assigns,
<PAGE>
administrators and fiduciaries under any employee benefit plan of the
Company and of any affiliate, and insurers, and their predecessors and
successors.
(d) The term "Employee Releasees" shall include the Employee, and his
family, heirs, executors, representatives, agents, insurers,
administrators, successors, assigns, and any other person claiming through
the Employee.
8. The Agreement (including this General Release and Waiver and all other
Exhibits to the Agreement), and the commitments and obligations of all parties
thereunder:
(a) shall become final and binding immediately following the
expiration of the Employee's right to revoke the execution of the Agreement
in accordance with paragraph 4(d) of Exhibit B to the Agreement;
(b) shall not become final and binding until the expiration of such
right to revoke; provided, however, that nothing contained herein shall
confer any right upon the Company to revoke the Agreement; and
(c) shall not become final and binding if the Employee revokes such
execution.
* * * * * * *
<PAGE>
The Company hereby acknowledges that it has carefully read and understands
the terms of the Agreement and this General Release and Waiver and each of its
rights as set forth therein.
Heidrick & Struggles International, Inc.
/s/ Fritz E. Freidinger
----------------------------------------
By: Fritz E. Freidinger
Title: General Counsel and Corporate
Secretary
Date: July 1, 2003
-----------------------------------
State of Illinois
--------------------------
County of Cook
--------------------------
Subscribed Before Me This
1ST Day of July, 2003
/s/ Mary D. Olawumi
-----------------------------------
Notary Public]
OFFICIAL SEAL
MARY D OLAWUMI
NOTORAY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES: 10/15/06