EXHIBIT 10.4
January __, 2006
Mr. Alan Brown
Nuveen Investments, Inc.
333 W. Wacker Drive
Chicago, Ill 60606
Re: RESTRICTED STOCK AWARD AGREEMENT
Dear Mr. Brown:
I am pleased to confirm that the Compensation Committee (the "Committee") of the
Board of Directors of Nuveen Investments, Inc. (the "Company") has approved the
award (the "Award") to you of 30,000 shares of Class A Common Stock of the
Company as a Special Restricted Stock Award (the "Restricted Stock") under the
Nuveen Investments, Inc. 2005 Equity Incentive Plan (the "Plan"). Subject to
your acceptance of the terms and conditions of this Award set forth in this
letter agreement (this "Agreement"), this Award is effective as of JANUARY 13,
2006 (the "Effective Date"). With regard to vesting of the shares of Restricted
Stock, 15,000 of the shares of Restricted Stock (the "Non-Performance Vested
Restricted Stock") will vest in a single installment on September 30, 2008. The
remaining 15,000 shares of Restricted Stock (the "Performance Vested Restricted
Stock") are subject to performance vesting and will vest in one installment at
the first calendar year end prior to January 1, 2009 at which time both (1)
total assets under management held in Nuveen-sponsored open-end mutual funds
exceed $20 billion (such amount to be adjusted up or down to reflect any
acquisition or disposition of mutual fund assets by the Company after October 1,
2005), and (2) the Operating Margin for the mutual funds business equals or
exceeds 83% of mutual fund net revenues. For these purposes, the Operating
Margin shall be calculated using net advisory fees realized from
Nuveen-sponsored open-end funds (reflecting, e.g., reimbursements, expense
waivers and sub-advisory fees) as well as net distribution revenue realized from
Nuveen-sponsored open-end funds (reflecting an offset for the amortization of
advanced sales commissions) and the expenses relating to such funds, including
personnel expenses (e.g., compensation and travel and entertainment), fund
advertising and promotion, shelf space program or platform fees, cost of fund
launches, fund organization costs, costs of incubating new funds (a capital
charge on amounts above regulatory seed capital), and costs of any incremental
fund service teams or resource commitments to support new open-end fund efforts
such as offshore fund development.
The terms and conditions of this Award are governed by this Agreement and the
Plan (a copy of which is attached hereto). Unless otherwise defined herein,
terms used in this Agreement have the meanings assigned to them in the Plan. In
the event of any inconsistency between the terms of this Agreement and the terms
of the Plan, the terms of the Plan shall govern, except as set forth in
paragraphs 5 and 6 below, where the terms of this Agreement shall govern.
1. As soon as practicable after the Effective Date of this Award, with respect
to Non-Performance Vested Restricted Stock, the Company will transfer to
and register in your name the number of shares of Class A Common Stock
designated in this Award. No deferral opportunity is being offered with
this grant of Restricted Stock.
2. Shares of Restricted Stock transferred under paragraph 1 will be evidenced
by one or more certificates bearing a legend referring to the terms,
conditions and restrictions applicable to such Restricted Stock. The
Company will retain physical possession of such certificates, and you will
be required upon demand to execute and deliver one or more stock powers to
the Company, endorsed in blank, relating to such shares of Restricted Stock
for so long as such shares remain unvested and subject to a risk of
forfeiture. Shares of Non-Performance Vested Restricted Stock that have not
fully vested under the vesting provisions described herein, and the right
to vote such stock and receive Dividends thereon, may not be sold,
assigned, transferred, exchanged, pledged, hypothecated or otherwise
encumbered; provided, however, that you may grant to another person a
revocable proxy to vote unvested shares of Non-Performance Vested
Restricted Stock at a Company stockholder meeting.
3. You (or your beneficiary) will have full voting rights with respect to
shares of the Non-Performance Vested Restricted Stock granted to you in
this Award. You (or your beneficiary) will have no voting rights or rights
to receive Dividends on the shares of Performance Vested Restricted Stock
until such shares are performance vested.
4. You will be entitled to receive Dividends on shares of the Non-Performance
Vested Restricted Stock payable to shareholders of record after the
Effective Date (unless and until such Restricted Stock is forfeited). In
the absence of an 83(b) election with regard to the Non-Performance Vested
Restricted Stock, (described in further detail in a separate attachment),
Dividends paid on unvested shares of Non-Performance Vested Restricted
Stock will be treated as ordinary compensation and are subject to
withholding.
5. Under the Plan, unvested shares of Restricted Stock will be forfeited in
the event of termination of your employment with the Company and its
subsidiaries, unless such termination is due to (i) your death, (ii) your
Disability, (iii) your Retirement, (iv) a termination by the Company
without Cause, or (v) a termination by you as a result of Constructive
Termination (but only as provided in an employment agreement between you
and the Company), and (vi) a Disaffiliation Transaction (all except
"Retirement" as defined in the Plan). Where your employment is terminated
for one of the reasons set forth in (i) through (vi) above, the Plan
provides for accelerated vesting of your Restricted Stock. If your
employment is terminated by you as a result of Good Reason, your Restricted
Stock will similarly receive accelerated vesting. "Good Reason" as used in
this Agreement means that (1) your current responsibilities in respect of
the mutual fund business are materially diminished without your consent or
(2) your reporting to the President of the Company or to another member of
the Office of the Chairman is changed without your consent.
6. "Retirement" as used in this Agreement means your retirement from your
employment with the Company or a Company subsidiary at (i) (your normal
retirement date upon reaching age 65, or (ii) your early retirement with
the approval of the Committee. There is no right to retire under this
Agreement when the combination of your age and years working at the Company
reach 90. By accepting this Agreement, you hereby waive all rights which
you would otherwise have under the Plan with regard to the definition of
"Retirement " set forth therein.
7. Subject to satisfaction of any tax withholding obligation as described
below, shares of Restricted Stock that are no longer subject to forfeiture,
will be transferred and delivered to you or your beneficiary as soon as
practicable after the date on which they irrevocably vest. Upon the vesting
of shares of Restricted Stock, the prohibition against the sale or transfer
of such shares will be lifted and such shares may be treated as any other
shares of Class A Common Stock of the Company, subject to any restrictions
on transfer that may be applicable under federal securities laws. In the
absence of an 83(b) election (described in further detail in a separate
attachment), the transfer of such shares of Restricted Stock to you or your
beneficiary upon vesting will be subject to withholding by the Company of
amounts sufficient to cover withholding obligations applicable to such
payment and transfer. In the event that any required tax withholding upon
the settlement of such Awards exceeds your other compensation due from the
Company, you agree to remit to the Company, as a condition to the
settlement of such Awards, such additional amounts in cash as are necessary
to satisfy such required withholding. Any and all withholding obligations
may be settled with shares of Class A Common Stock.
8. Nothing in the Plan or this Agreement will be construed as creating any
right in the Participant to continued employment, or as altering or
amending the existing terms and conditions of the Participant's employment.
9. To the extent not preempted by federal law, this Agreement shall be
construed, administered and governed in all respects under and by the laws
of the State of Delaware, without giving effect to its conflict of laws
principles.
10. This Agreement contains all the understandings between the parties hereto
pertaining to the matters referred to herein, and supersedes all
undertakings and agreements, whether oral or in writing, previously entered
into by them with respect thereto. The Participant represents that, in
executing this Agreement, he does not rely and has not relied upon any
representation or statement not set forth herein made by the Company with
regard to the subject matter, bases or effect of this Agreement or
otherwise.
Very truly yours,
NUVEEN INVESTMENTS, INC.
By:
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Vice President
ACCEPTED:
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