GlobalShare Program Amendment
-----------------------------
RESOLVED, that Subsection (ii) of Section (l) of Article 2 of
the Heidrick & Struggles GlobalShare Programs II and Subsection (ii) of
Section (m) of Article 2 of the Heidrick & Struggles GlobalShare
Program I are hereby amended to read as follows:
"(l)(ii) as of any date on or after an Initial Public
Offering, the value of a Share as determined by the Committee
or under procedures established by the Committee. Unless
otherwise determined by the Committee, the value of a Share as
of any date on or after an Initial Public Offering shall be
the arithmetic mean of the high and low prices of the Shares
as reported on such date on the Composite Tape of the
principal national securities exchange on which such Shares
are listed or admitted to trading, or, if no Composite Tape
exists for such national securities exchange on such date,
then on the principal national securities exchange on which
such Shares are listed or admitted to trading, or, if the
Shares are not listed or admitted on a national securities
exchange, the arithmetic mean of the per Share closing bid
price and per Share closing asked price on such date as quoted
on the National Association of Securities Dealers Automated
Quotation System (or such market in which such prices are
regularly quoted), or, if there is no market on which the
Shares are regularly quoted, the Fair Market Value shall be
the value established by the Committee in good faith. If no
sale of Shares shall have been reported on such Composite Tape
or such national securities exchange on such date or quoted on
the National Association of Securities Dealer Automated
Quotation System on such date, then the immediately preceding
date on which sales of the Shares have been so reported or
quoted shall be used."
"(m)(ii) as of any date on or after an Initial Public
Offering, the value of a Share as determined by the Committee
or under procedures established by the Committee. Unless
otherwise determined by the Committee, the value of a Share as
of any date on or after an Initial Public Offering shall be
the arithmetic mean of the high and low prices of the Shares
as reported on such date on the Composite Tape of the
principal national securities exchange on which such Shares
are listed or admitted to trading, or, if no Composite Tape
exists for such national securities exchange on such date,
then on the principal national securities exchange on
which such Shares are listed or admitted to trading, or, if
the Shares are not listed or admitted on a
national securities exchange, the arithmetic mean of the per
Share closing bid price and per Share closing asked price on
such date as quoted on the National Association of Securities
Dealers Automated Quotation System (or such market in which
such prices are regularly quoted), or, if there is no market
on which the Shares are regularly quoted, the Fair Market
Value shall be the value established by the Committee in good
faith. If no sale of Shares shall have been reported on such
Composite Tape or such national securities exchange on such
date or quoted on the National Association of Securities
Dealer Automated Quotation System on such date, then the
immediately preceding date on which sales of the Shares have
been so reported or quoted shall be used."
RESOLVED, that Article 17 of the Heidrick & Struggles
GlobalShare Programs I and II is hereby amended to read as follows:
"The Program 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."
GlobalShare Program Amendment
-----------------------------
RESOLVED, that Article 3 of the 1998 Heidrick & Struggles
GlobalShare Program II is hereby amended in its entirety to read as
follows:
3. Shares Subject to the Program
The total number of Shares authorized or reserved for issuance
upon the exercise or issuance of all Awards under the Program and the
1998 Heidrick & Struggles GlobalShare Program I ("Program I") (herein
collectively referred to as the "Overall Program"), subject to
adjustments upon certain events described in Article 11 of the Program,
shall not exceed an aggregate amount equal to thirty percent (30%) of
the highest number of Shares which are issued and outstanding from time
to time during the term of the Overall Program, provided, however, that
in no event will the sum of the total number of Shares authorized or
reserved for issuance upon the exercise or issuance of all Awards
granted under the Overall Program plus the total amount of the
Company's issued and outstanding Shares exceed the number of Shares
authorized for issuance under the Company's Amended and Restated
Certificate of Incorporation. The aggregate maximum number of Shares
for which Awards may be granted under the Overall Program during a
calendar year to any Participant in either the Program or Program I
shall be 275,000. The Shares may consist, in whole or in part, of
authorized and unissued Shares or treasury Shares or Shares which are
authorized and issued and have been acquired by or on behalf of the
Company or the Overall Program and are available for Awards under the
Overall Program. The issuance of Shares or the payment of cash upon the
exercise of an Award shall reduce the total number of Shares available
under the Overall Program, as applicable. Shares which are subject to
Awards which are forfeited, terminated, or expire unexercised may be
granted again under the Overall Program.
GlobalShare Program Amendment
-----------------------------
RESOLVED, that Article 3 of the 1998 Heidrick & Struggles
GlobalShare Program I is hereby amended in its entirety to read as
follows:
3. Shares Subject to the Program
The total number of Shares authorized or reserved for issuance
upon the exercise or issuance of all Awards under the Program and the
1998 Heidrick & Struggles GlobalShare Program II ("Program II") (herein
collectively referred to as the "Overall Program"), subject to
adjustments upon certain events described in Article 11 of the Program,
shall not exceed an aggregate amount equal to thirty percent (30%) of
the highest number of Shares which are issued and outstanding from time
to time during the term of the Overall Program, provided, however, that
in no event will the sum of the total number of Shares authorized or
reserved for issuance upon the exercise or issuance of all Awards
granted under the Overall Program plus the total amount of the
Company's issued and outstanding Shares exceed the number of Shares
authorized for issuance under the Company's Amended and Restated
Certificate of Incorporation. The aggregate maximum number of Shares
for which Awards may be granted under the Overall Program during a
calendar year to any Participant in either the Program or Program II
shall be 275,000. The Shares may consist, in whole or in part, of
authorized and unissued Shares or treasury Shares or Shares which are
authorized and issued and have been acquired by or on behalf of the
Company or the Overall Program and are available for Awards under the
Overall Program. The issuance of Shares or the payment of cash upon the
exercise of an Award shall reduce the total number of Shares available
under the Overall Program, as applicable. Shares which are subject to
Awards which are forfeited, terminated, or expire unexercised may be
granted again under the Overall Program.
GLOBALSHARE PROGRAM AMENDMENT
-----------------------------
Resolved, that Article 4 of the 1998 Heidrick & Struggles
GlobalShare Program I shall be amended to delete the last full sentence
of Article 4 and replace it with the following sentence:
"The Board, by specific resolution, may constitute
the chief executive officer as a committee of one which shall
have the authority to grant Awards of up to an aggregate of
200,000 Shares in each calendar year to each Participant in
the Program or in Program II who is not subject to the rules
promulgated under Section 16 of the Act or Section 162(m) of
the Code (or any successor section of either); provided,
however, that such chief executive officer shall notify the
Committee of any such grants made pursuant to this Section 4."
Resolved, that Article 4 of the 1998 Heidrick & Struggles
GlobalShare Program II shall be amended to delete the last full
sentence of Article 4 and replace it with the following sentence:
"The Board, by specific resolution, may constitute
the chief executive officer as a committee of one which shall
have the authority to grant Awards of up to an aggregate of
200,000 Shares in each calendar year to each Participant in
the Program or in Program I who is not subject to the rules
promulgated under Section 16 of the Act or Section 162(m) of
the Code (or any successor section of either); provided,
however, that such chief executive officer shall notify the
Committee of any such grants made pursuant to this Section 4."