EXHIBIT 10.3
ALAN BROWN
Employment Terms
Title: Executive Vice President, Mutual Funds
Responsibilities: Effective September 30, 2005, the above named
executive (the "Executive") assumed responsibility
for leading the development of the mutual funds
business for Nuveen Investments, Inc. (the
"Company"), including all aspects of mutual fund
product management and new product development.
Initial emphasis on increasing market shares in
mutual fund wrap and annuity/retirement channels,
and in broker-dealer focused sub-advisory platform
and in Company - sponsored offshore platforms.
Reporting: President of Nuveen Investments, Inc. or other
member of the Office of the Chairman.
Base Compensation: $400,000 per annum, to be reviewed annually as
part of normal compensation review.
Annual Bonus: Eligible for annual discretionary bonus, based on
firm and individual performance.
Severance: If, prior to September 30, 2008, Executive's
employment is terminated by the Company without
Cause (as defined in the Company's equity
incentive award plan then in effect) or by
Executive for Good Reason as defined herein,
Executive will be entitled to receive (subject to
the receipt of a general release by Executive of
any and all claims against the Company): (1) a
continuation of his annual base compensation then
in effect for up to 18 months after the date of
termination, provided that Executive is prohibited
from soliciting the Company's clients or employees
during the period of continuation, and (2) within
30 days after the date of termination, a bonus in
respect of the year in which termination occurs
equal to the pro rata amount of his prior year's
bonus, based on the number of days worked in the
year of termination. At any time during this
18-month period, Executive can relinquish all
rights to any future payments hereunder, and he
will not be bound by the foregoing limitations on
his activities. These severance rights are in lieu
of any severance rights Executive would otherwise
have under the Company's severance plan.
Equity Award: See the January 20, 2006 Special Restricted Stock
Award Agreement, a copy of which is attached
hereto.
Good Reason For purposes of the severance arrangement
discussed above and as provided in the Special
Restricted Stock Award attached hereto, "Good
Reason" shall exist in the event that either
(1)Executive's responsibilities as described above
are materially diminished without his consent, or
(2) Executive is required to report other than as
described above without his consent, in either
case excluding for this purpose any action not
taken in bad faith and which is remedied by the
Company within thirty days after written notice
thereof in reasonable detail has been delivered to
the Company by Executive.
At-Will Employment Executive remains an at-will employee of the
Company and nothing in this Agreement or the
Special Restricted Stock Award Agreement will be
construed as creating any right in Executive to
continued employment with the Company.
Entered into as of January 13, 2006; effective as of September 30, 2005.
------------------------------
Mark Flynn
Director of Human Resources
------------------------------
Alan Brown
Executive Vice President
2