Delaware
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36-2681268
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Pursuant to an employment letter agreement with the Company (the "Agreement"), Mr. Pehlke will receive a base salary of $375,000. Mr. Pehlke is eligible for an annual target management bonus equal to 100% of his base salary. For 2011, Mr. Pehlke is eligible for a bonus opportunity that was prorated to $218,750 for the period from June 1, 2011 through December 31, 2011. Notwithstanding the foregoing, for 2011 Mr. Pehlke will receive a minimum guaranteed bonus equal to $109,275, which reflects 50% of his pro-rated target bonus, subject to his continued employment with the Company. Under the Agreement, Mr. Pehlke will receive a promotional award of restricted stock units equal to $200,000, which restricted stock units will vest on the first, second and third anniversaries of the grant date. Mr. Pehlke is eligible to participate in the Company's other benefit programs at the same level as such benefits are generally provided by the Company from time to time to other senior executives of the Company. Mr. Pehlke is also eligible to participate in the Company's Change in Control Severance Plan and the Management Severance Plan. The Agreement also includes customary confidentiality undertakings. The Agreement further provides that Mr. Pehlke is prohibited from competing with the Company and soliciting the Company's customers, under defined circumstances, during his employment and for 12 months after termination. Mr. Pehlke is also prohibited from soliciting any of the Company's employees, under defined circumstances, for a period of 12 months following termination.
The consulting agreement, dated May 16, 2011, between the Company and Mr. Pehlke terminated upon execution of the Agreement.
A copy of the Agreement between the Company and Mr. Pehlke is attached hereto as Exhibit 10.1 and is incorporated herein by this reference. The foregoing description of the terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement.
On August 16, 2011, the Company issued a press release announcing Mr. Pehlke's appointment as the Company's Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
99.1 Press Release dated August 16, 2011
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
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Date: August 16, 2011
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By:
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/s/ Stephen W. Beard
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Stephen W. Beard
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Executive Vice President, General Counsel and Corporate Secretary
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Exhibit No.
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Description
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EX-10.1
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Employment Letter Agreement of Richard W. Pehlke dated August 15, 2011
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EX-99.1
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Press release dated August 16, 2011
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