EXHIBIT 10.2
HEIDRICK & STRUGGLES
1. PURPOSE OF THE PLAN
The purpose of the Heidrick & Struggles Incentive Plan is to
provide incentives awards to key employees of, and independent
contractors to, the Company, its Subsidiaries and Affiliates to
retain, reward, and motivate such individuals for exerting their best
efforts and achieving specific performance goals on behalf of the
Company, its Subsidiaries and Affiliates. The Company believes that it
will benefit from providing incentives that align such individuals'
interests with the Company's key business strategy and objectives of
achieving long-term revenue and operating income growth.
2. DEFINITIONS
The following capitalized terms used in the Plan have the
respective meanings set forth in this Section:
(a) AFFILIATE: Any entity in which the Company, directly or
indirectly, has at least a five percent ownership interest.
(b) BOARD: The Board of Directors of the Company.
(c) CHANGE IN CONTROL: As such term is defined in the
GlobalShare Program.
(d) CODE: The Internal Revenue Code of 1986, as amended, or any
successor thereto.
(e) COMMITTEE: The Human Resources and Compensation Committee
of the Board.
(f) COMPANY: Heidrick & Struggles International, Inc. a
Delaware corporation, and any successor thereto.
(g) EFFECTIVE DATE: January 1, 2007, subject to approval by the
Company's stockholders at the Company's annual meeting of
stockholders held on May 24, 2007, and any adjournment or
postponement thereof. The Plan shall remain in effect until
terminated by the Board.
(h) GLOBALSHARE PROGRAM. The 1998 Heidrick & Struggles
GlobalShare Program I or the 1998 Heidrick & Struggles
GlobalShare Program II, as applicable, and any successor
program thereto.
(i) PARTICIPANT: An individual who is selected by the Committee
to participate in the Plan pursuant to Section 4 of the
Plan.
(j) PLAN: The Heidrick & Struggles Incentive Plan, as it may be
amended from time to time.
(k) SUBSIDIARY: A subsidiary corporation, as defined in Section
424(f) of the Code (or any successor section thereto).
3. ADMINISTRATION
The Plan shall be administered by the Committee, which may
delegate its duties and powers in whole or in part to any subcommittee
thereof consisting solely of at least two individuals who are "outside
directors" within the meaning of Section 162(m) of the Code. The
Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make
any other determinations that it deems necessary or desirable for the
administration of the Plan. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Committee deems necessary or desirable.
Any decision of the Committee in the interpretation and administration
of the Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all
parties concerned (including, but not limited to, Participants and
their beneficiaries or successors).
4. ELIGIBILITY
Participants shall consist of the employees of, and independent
contractors to, the Company and its Subsidiaries and Affiliates who
the Committee may designate in its sole discretion from time to time
as eligible to participate in the Plan. The Committee shall determine,
in its sole discretion, (i) the performance periods and the
performance goals pursuant to which incentive awards will be made,
(ii) final incentive award amounts to be paid to Participants, and
(iii) the form of compensation in which such incentive awards are to
be paid. The Committee shall have the discretion to terminate a
Participant's participation in the Plan at any time, in which case no
incentive award may be paid.
5. PERFORMANCE CRITERIA
(a) ESTABLISHMENT OF PERFORMANCE PERIOD AND PERFORMANCE GOALS.
A Participant's incentive award shall be determined based on
the attainment of written performance goals approved by the
Committee for a performance period established by the
Committee (i) while the outcome for that performance period
is substantially uncertain and (ii) no later than 25% after
the start date of such performance period.
(b) PERFORMANCE CRITERIA. The performance goals, which must be
objective, shall be based upon one or more of the following
criteria: (i) consolidated earnings before or after taxes
(including earnings before interest, taxes, depreciation and
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amortization); (ii) net income; (iii) operating income; (iv)
earnings per Share; (v) book value per Share; (vi) return on
stockholders' equity; (vii) expense management; (viii)
return on investment; (ix) improvements in capital
structure; (x) profits or profitability, including of an
identifiable business unit or product; (xi) maintenance or
improvement of profit margins; (xii) price per Share; (xiii)
market share; (xiv) revenues or sales; (xv) costs; (xvi)
cash flow; (xvii) working capital and (xviii) return on
assets. The foregoing criteria may relate to the Company,
one or more of its Subsidiaries or Affiliates or one or more
of its divisions or units, or any combination of the
foregoing, and may be applied on an absolute basis and/or be
relative to one or more peer group companies or indices, or
any combination thereof, all as the Committee shall
determine. In addition, to the degree consistent with
Section 162(m) of the Code, the performance goals may be
calculated without regard to extraordinary items.
6. AWARD DETERMINATION AND PAYMENT
(a) DETERMINATION. As soon as practicable following the
completion of each performance period, the Committee shall
determine whether, and to what extent, the applicable
performance goals have been met with respect to a given
Participant and shall certify and ascertain the amount of
the applicable incentive award payable. No incentive award
will be paid for such performance period until such
certification is made by the Committee. The amount of the
incentive award actually paid to a given Participant may be
more or less than the amount determined by the applicable
performance goal formula, at the discretion of the
Committee; provided, however, that the amount of the
incentive actually paid to a given Participant who is a
"covered employee" under Section 162(m) of the Code for the
calendar year in which the payment is made shall not be more
than the amount determined by the applicable performance
goal formula.
(b) TIME OF PAYMENT. The amount of the incentive award
determined by the Committee for a performance period shall
be paid to the Participant at such time as determined by the
Committee in its sole discretion after the end of such
performance period, but in no event later than March 15 of
the calendar year following the calendar year in which the
performance period ends.
(c) FORM OF PAYMENT. The Committee in its sole discretion shall
determine the portion of each incentive award to be paid in
cash and the portion of each incentive award, if any, to be
paid in the form of equity. Any equity compensation will be
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awarded under, and shall be subject to, the GlobalShare
Program.
(d) DEFERRAL. A Participant may elect to defer all or a portion
of the incentive award otherwise payable to him or her in
cash into the Heidrick & Struggles Deferred Compensation
Plan, in accordance with the terms of such Deferred
Compensation Plan.
(e) MAXIMUM AWARD. In no event shall any Participant who is a
"covered employee" under Section 162(m) of the Code for the
calendar year in which the award is paid receive an
incentive award under the Plan that exceeds $5,000,000 with
respect to each calendar year of the performance period to
which the award relates.
7. TAX WITHHOLDING
The Company shall have the right to deduct from the cash portion
of any incentive award payment the amount of any taxes required by any
law to be withheld with respect to such payment.
8. CHANGE IN CONTROL
In the event of a Change in Control, the Committee shall have the
right in its sole discretion to make any adjustments to the
performance goals and incentive awards it deems appropriate, and to
provide for an immediate payment of any incentive awards.
9. NO RIGHT TO CONTINUED RELATIONSHIP; NO OBLIGATION OF UNIFORM
TREATMENT
The granting of an incentive award under the Plan shall impose no
obligation on the Company or any Subsidiary or Affiliate to continue
the employment or service of any Participant and shall not lessen or
affect the Company's, Subsidiary's or Affiliate's right to terminate
the employment or service of such Participant. No Participant,
employee or independent contractor shall have any claim to be granted
any incentive award under the Plan, and there is no obligation for
uniformity of treatment of Participants or any other persons.
10. SUCCESSORS AND ASSIGNS
The Plan shall be binding on all successors and assigns of the
Company and a Participant, including without limitation, any
beneficiary of such Participant, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver
or trustee in bankruptcy or representative of the Participant's
creditors.
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11. AMENDMENT OR TERMINATION OF PLAN
The Board may amend, alter or discontinue the Plan, without the
approval of the stockholders of the Company, unless such approval is
required by applicable law, regulation or rule of any stock exchange
on which the Shares are listed. No amendment or termination of the
Plan shall, without the consent of a Participant, reduce the right of
a Participant to a payment or distribution to which the Participant is
entitled by reason of an outstanding incentive award.
12. CHOICE OF LAW
The Plan shall be governed by and construed in accordance with
the laws of the State of Illinois applicable to contracts made and to
be performed in the State of Illinois.
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