-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CKP2OyaJ8Qe5ZIPq33Q3z1sYstTNJv8CSEmt/Eo9m6wbXrunrBFrp4RjeJ5O7isk l506S/89xpwVGoHFoYaMIg== 0000950137-06-000704.txt : 20060120 0000950137-06-000704.hdr.sgml : 20060120 20060120172846 ACCESSION NUMBER: 0000950137-06-000704 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060113 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060120 DATE AS OF CHANGE: 20060120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUVEEN INVESTMENTS INC CENTRAL INDEX KEY: 0000885708 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 363817266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11123 FILM NUMBER: 06541648 BUSINESS ADDRESS: STREET 1: 333 W WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129177700 MAIL ADDRESS: STREET 1: 333 WEST WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: NUVEEN JOHN COMPANY DATE OF NAME CHANGE: 19930328 8-K 1 c01766e8vk.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) JANUARY 13, 2006 NUVEEN INVESTMENTS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 1-11123 36-3817266 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification Number) incorporation) 333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606 (Address of principal executive offices) (Zip Code) (312) 917-7700 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On January 13, 2006, Nuveen Investments, Inc. ("Nuveen") granted restricted stock and options to its executive officers. The amount of such grants was determined pursuant to Nuveen's Executive Officer Performance Plan. The grants were made pursuant to the Nuveen Investments, Inc. 2005 Equity Incentive Plan (the "Plan") and a Form of Restricted Stock Award Agreement and Form of Non-Qualified Stock Option Agreement. In addition, on the same date, Mr. Alan Berkshire, Nuveen's Senior Vice President and General Counsel, and an Executive Officer, received an additional special grant of 11,515 shares of restricted stock and 48,356 options to purchase Nuveen stock, pursuant to the Plan. The terms of the grant to Mr. Berkshire of restricted stock and options are the same as the terms under the Form of Restricted Stock Agreement and Form of Non-Qualified Stock Option Agreement discussed herein. Under the Form of Restricted Stock Award Agreement, the restricted stock vests in a single installment on January 13, 2008. Unvested shares of restricted stock are forfeited upon the recipient's termination of employment with Nuveen, except in certain circumstances. Under the Form of Non-Qualified Stock Option Agreement, the options vest on January 13, 2008 and expire ten years from the date of grant. Unvested stock options are forfeited upon termination of employment with Nuveen, except as provided in the Plan. Vested stock options are exercisable after termination of employment with Nuveen only to the extent provided in the Plan and the Form of Non-Qualified Stock Option Agreement. The Form of Non-Qualified Stock Option Agreement contains non-compete, non-disclosure and non-solicitation restrictions on the optionee, breaches of which could cause forfeiture of the options. The Form of Restricted Stock Award Agreement and Form of Non-Qualified Stock Option Agreement amend the definition of "Retirement" currently contained in the Plan for purposes of the securities granted pursuant to such forms. Retirement is permitted, for purposes of those securities, only upon the executive's reaching age 65 or upon early retirement approved by the Compensation Committee of the Board of Directors. Retirement does not include the date when the combination of the executive's age and years of service with Nuveen equals or exceeds 90, as permitted under the Plan. Also, Nuveen executed as of January 13, 2006, a list of employment terms (the "Employment Terms") regarding Alan Brown, Nuveen's Executive Vice President, Mutual Funds. Pursuant to the Employment Terms, Mr. Brown is entitled to an annual base compensation of $400,000, effective October 1, 2005, which amount will be reviewed annually as part of Nuveen's normal compensation review process. Mr. Brown is also eligible for a discretionary annual bonus. Upon termination of employment by Nuveen without Cause (as defined in the equity incentive award plan then in effect) or by Mr. Brown for Good Reason (as defined in the Employment Terms), Mr. Brown will be entitled to receive a continuation of annual base compensation for up to 18 months after termination and a bonus for the year of termination that is equal to a pro rata amount of the bonus he received for the previous year. The salary continuation is contingent upon Mr. Brown's agreement to certain non-solicitation terms. Also on that day, Nuveen granted Mr. Brown 30,000 shares of restricted stock under a Restricted Stock Award Agreement (the "Brown Award Agreement"). The Brown Award Agreement is substantially similar to the Form of Restricted Stock Award Agreement except that it provides for one-half of the shares of restricted stock to vest in a single installment on September 30, 2008, and for the remaining shares to be subject to performance vesting. The shares subject to performance vesting vest in a single installment at the end of the first calendar 2 year prior to January 1, 2009 in which the total assets under management held by Nuveen-sponsored open-end mutual funds exceed a certain amount and the margin of certain fees in the mutual fund business exceed a certain percentage of mutual fund revenues. The treatment of Mr. Brown's restricted stock upon his termination of employment with Nuveen is substantially similar to that under the Form of Restricted Stock Award Agreement, except that if Mr. Brown terminates for Good Reason, as defined in the Brown Award Agreement, he will receive accelerated vesting of his restricted stock. The foregoing summaries of the Form of Restricted Stock Award Agreement, Form of Non-Qualified Stock Option Award Agreement, Employment Terms and Brown Award Agreement, are qualified in their entirety to the terms of such contracts, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit 10.1* Form of Restricted Stock Award Agreement with executive officers regarding the Nuveen Investments, Inc. 2005 Equity Incentive Plan. Exhibit 10.2* Form of Non-Qualified Stock Option Agreement with executive officers regarding the Nuveen Investments, Inc. 2005 Equity Incentive Plan. Exhibit 10.3* Employment Terms dated as of January 13, 2006 regarding Alan Brown. Exhibit 10.4* Restricted Stock Award Agreement dated as of January 13, 2006 by and between Nuveen Investments, Inc. and Alan Brown. ------------ * Compensatory contract, plan or arrangement. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NUVEEN INVESTMENTS, INC. Date: January 20, 2006 By: /s/ Alan G. Berkshire ----------------------- Name: Alan G. Berkshire Title: Senior Vice President and General Counsel 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION Exhibit 10.1* Form of Restricted Stock Award Agreement with executive officers regarding the Nuveen Investments, Inc. 2005 Equity Incentive Plan. Exhibit 10.2* Form of Non-Qualified Stock Option Agreement with executive officers regarding the Nuveen Investments, Inc. 2005 Equity Incentive Plan. Exhibit 10.3* Employment Terms dated as of January 13, 2006 regarding Alan Brown. Exhibit 10.4* Restricted Stock Award Agreement dated as of January 13, 2006 by and between Nuveen Investments, Inc. and Alan Brown. ------------ * Compensatory contract, plan or arrangement. 5 EX-10.1 2 c01766exv10w1.txt FORM OF RESTRICTED STOCK AWARD AGREEMENT EXHIBIT 10.1 January ___, 2006 <> <> Re: RESTRICTED STOCK AWARD AGREEMENT Dear <>: 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 <> shares of Class A Common Stock of the Company as a Restricted Stock Award 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 <> (the "Effective Date"). Except as provided herein and in the Plan, shares of Restricted Stock subject to this Award will vest in a single installment on <>. 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 paragraph 6 below, where the terms of this Agreement shall govern. 1. As soon as practicable after the Effective Date of this Award, 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 Restricted Stock that have not fully vested under the vesting provisions described below, 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 Restricted Stock at a Company stockholder meeting. 3. You (or your beneficiary) will have full voting rights with respect to shares of Restricted Stock granted to you in this Award. 4. You will be entitled to receive Dividends on shares of 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, (described in further detail in a separate attachment), Dividends paid on unvested shares of 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. 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: -------------------------------- Vice President ACCEPTED: -------------------------- EX-10.2 3 c01766exv10w2.txt FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT 10.2 NUVEEN INVESTMENTS, INC. 2005 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT OPTIONEE: <> <> GRANT DATE: ___________, 200_ OPTION AWARD Option shares: <> Exercise price: $________ First exercise date: _________ End of option term: _________ Nuveen Investments, Inc. (the "Company"), by action of the Compensation Committee of its Board of Directors (the "Committee"), has selected you (the "Optionee") to receive the options (the "Option") described in this agreement (the "Agreement") pursuant to and in accordance with the Nuveen Investments, Inc. 2005 Equity Incentive Plan (the "Plan"). All terms capitalized but not defined herein shall have the meaning set forth in the Plan. The Company and the Optionee agree as follows: 1. AWARD. The Company hereby grants to the Optionee the right and option to purchase <> shares of the Company's Class A Common Stock (the "Stock"), at the purchase price of $ ______ per share (the "Exercise Price"), such price being not less than the Fair Market Value of the Stock on the Grant Date, in the manner and subject to the conditions provided in this Agreement and the Plan. The number of shares subject to this Option and the Exercise Price are subject to adjustment as set forth in the Plan. The Option is <> an "In Lieu Award," as defined under the Plan. The Option is not intended to be an incentive stock option within the meaning of Section 422 of the Code. 2. TERM, VESTING AND EXERCISE OF THE OPTION. (a) The Option shall vest and first become exercisable on ________________, if the Optionee remains continuously employed by the Company or other Employer until that date. If the Optionee does not remain continuously employed by the Company or other Employer until the vesting date, no portion of the Option shall become vested or exercisable, except as provided in the Plan. (b) The Option shall be exercisable after the termination of the employment of the Optionee with the Company or other Employer only to the extent provided in the Plan. (c) The Option shall have a term of ten (10) years from the Grant Date and shall expire at the close of business ________________, subject to earlier termination as provided herein or in the Plan. (d) After the Option is vested, and while it is exercisable, the Optionee may exercise the Option (or any portion thereof) by giving signed, written notice thereof to the Secretary of the Company or his designee, specifying the number of shares to be purchased and accompanied by payment of the aggregate Exercise Price for the number of shares purchased plus, if applicable, any required tax withholding, in accordance with Section 4. No partial exercise of the Option may be for less than 100 shares or the number of shares remaining subject to the Option, whichever is less. The Option must be exercised as to a whole number of shares. Payment of Exercise Price and tax withholding may be made either (i) in cash or by check, bank draft or money order payable to the order of the Company, or (ii) subject to the discretion of the Committee, through the delivery (actual or constructive) of previously acquired shares of Stock owned by the Optionee, to the extent that such payment does not require the delivery of a fractional share, and provided that such previously acquired shares have been held by the Optionee for at least six (6) months, or (iii) subject to the discretion of the Committee, through the authorization of a third party broker-dealer acceptable to the Company to sell shares of Stock acquired upon exercise of the Option (or a portion thereof) and remit to the Company a portion of the proceeds sufficient to pay the aggregate Exercise Price of, and the minimum amount of required income tax withholding payments related to, such exercise, or (iv) subject to the discretion of the Committee, through the election to sell shares of Stock acquired upon exercise of the Option (or a portion thereof) and remit to the Company or a third party broker-dealer acceptable to the Company, an amount of the proceeds sufficient to pay the Exercise Price of shares acquired immediately after such exercise, and the minimum amount of required tax withholding payments relating to such exercise, or (v) a combination of (i) through (iv). For purposes of the preceding sentence, previously acquired shares shall be valued at the closing price of the Stock on the New York Stock Exchange Composite Tape as of the date of exercise. Such exercise shall be effective upon receipt by the Secretary of such written notice and payment. Neither the Optionee nor his or her legal representative shall be, or have any of the rights or privileges of, a shareholder of the Company in respect of any of the shares to be purchased on the exercise of any part of the Option unless and until certificates representing such shares shall have been delivered. Cashless exercise must meet the requirements of the Federal Reserve Board's Regulation T and any applicable securities law restrictions. 3. WITHHOLDING. The Optionee shall pay to the Company for retransmittal to the appropriate tax authorities, all amounts necessary to satisfy federal, state or local withholding and employment-related tax requirements arising directly or indirectly in connection with the Option or any exercise of the Option; the Company may require the Optionee to remit any such amounts to it before it takes any further action with respect to any exercise of the Option or it may withhold from amounts due to the Optionee an amount of money equal to any such withholding. Withholding obligations may be settled with shares of Stock. 4. TRANSFERABILITY OF OPTION AND SHARES ACQUIRED UPON EXERCISE OF OPTION. The Option and the rights and privileges conferred by this Agreement shall not be sold, transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process, except as expressly permitted by the Plan and except pursuant to a gift to the Optionee's spouse or children. The Option may be exercised only by the Optionee, or by a legal representative upon the incapacity of the Optionee, and after the Optionee's death, by his or her Beneficiary, and not otherwise. Except as limited by applicable federal or state securities laws, or the requirements of any stock exchange or market upon which the Stock is listed or traded at any given time, and the provisions of this Agreement, Stock acquired upon exercise of this Option will be freely transferable. 5. PLAN AND AGREEMENT NOT A CONTRACT OF EMPLOYMENT OR SERVICE. Neither the Plan nor this Agreement is a contract of employment or service, and no terms of the Optionee's employment or service will be affected in any way by the Plan, this Agreement or related instruments, except to the extent specifically expressed therein. Neither the Plan nor this Agreement will be construed as conferring any legal rights on the Optionee to continue in service, nor will it interfere with the Company's or other Employer's right to discharge the Optionee or to deal with him or her regardless of the existence of the Plan, this Agreement or the Option. 6. OPTIONEE TO HAVE NO RIGHTS AS A STOCKHOLDER. Before the date as of which he or she is recorded on the books of the Company as the holder of any shares underlying the Option, the Optionee will have no rights as a stockholder with respect to those shares. 7. NOTICE. Any notice to be given to the Company shall be addressed to the Secretary of the Company at 333 West Wacker Drive, Chicago, IL 60606, and any notice to be given to the Optionee shall be addressed to him or her or, if the Optionee is deceased, to the Optionee's executors, personal representatives or distributees, at the address then appearing for the Optionee on the employment records of the Company or other Employer, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if and when enclosed in a properly sealed envelope addressed as aforesaid, registered and deposited, postage and registry fee prepaid, in a post office or branch post office regularly maintained by the United States Government. 8. NO LIMITATION ON RIGHTS OF THE COMPANY. Nothing herein contained shall affect the right of the Company or other Employer to retire the Optionee at any time pursuant to its retirement rules or otherwise to terminate the Optionee's services, responsibilities, duties and authority to represent the Company or other Employer at any time for any reason whatsoever. The grant of the Option does not and will not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. 9. SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors-in-interest, including any successor to the Company resulting from a direct or indirect purchase of all or substantially all of the business and/or assets of the Company or a merger, consolidation of otherwise, but this Agreement shall not be assignable by the Optionee. 10. PLAN DOCUMENT GENERALLY CONTROLS. The terms and conditions of the Plan are incorporated herein by reference and are thereby made a part of this Agreement. This Agreement and all rights and obligations hereunder are subject to the provisions of the Plan, and this Agreement shall be construed consistent with the Plan. In the event of any inconsistency or ambiguity, the Plan shall control, except that the term "Retirement" as used in the Plan or this Agreement, for purposes of this Option, notwithstanding anything to the contrary in the Plan, shall mean the Optionee's (i) retirement from employment with the Company or other Employer at his or her normal retirement date upon reaching age 65, or (ii) early retirement with the approval of the Committee. For purposes of this Option, there is no right to retire when the combination of the Optionee's age and years working at the Company reach 90. By accepting this Agreement, the Optionee hereby waives all rights which he or she would otherwise have under the Plan with regard to the definition of "Retirement" set forth therein. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decisions shall be binding and conclusive upon the Optionee and his or her legal representative in respect of any questions arising from the Plan or this Agreement. 11. OPTIONEE AGREEMENT. By signing this Agreement, the Optionee agrees, and the Company agrees, to be bound by the non-compete, non-disclosure and non-solicitation covenants (the "Covenants") contained in Annex A hereto. The Optionee agrees that in the event of a breach of any of the Covenants, as determined by the Company, he or she shall forfeit, upon written notice to such effect from the Company: (i) any and all Stock Options granted to the Optionee pursuant to the Plan, including the Option described in this Agreement, which are held by the Optionee more than 120 days after the termination of employment with the Company or other Employer; and (ii) any profit the Optionee has realized on the exercise of any vested Stock Options granted pursuant to the Plan more than 120 days after the termination of employment with the Company or other Employer. Profit for this purpose is defined as the difference between the Exercise Price and the Fair Market Value of any Stock Option exercised by the Optionee, which difference the Optionee shall be required to repay to the Company. Nothing contained in this Agreement shall limit the Company's right to protect its legitimate business interests, including but not limited to its trade secrets or confidential information, or to enforce any agreements with its employees, former employees or third parties. 12. GOVERNING LAW. 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. * * * * * IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of ________________. NUVEEN INVESTMENTS, INC. By ---------------------------- Vice President --------------------------------- OPTIONEE* --------------------------------- SOCIAL SECURITY NUMBER - ------------------------ *By execution of this Agreement, the Optionee acknowledges having received a copy of the Plan. Annex A RESTRICTIVE COVENANTS (a) Nondisclosure and Nonuse of Trade Secrets. The Participant acknowledges that he has had and will have access to confidential information of the Company and its Affiliates (including, but not limited to, current and prospective confidential know-how, specialized training, customer lists, marketing plans, business plans, financial and pricing information, and information regarding acquisitions, mergers and/or joint ventures) concerning the business, customers, clients, contacts, prospects, and assets of the Company and its Affiliates that is unique, valuable and not generally known outside the Company and its Affiliates, and that was obtained from the Company or an Affiliate or which was learned as a result of the performance of services by the Participant on behalf of the Company or an Affiliate ("Trade Secrets"). Trade Secrets shall not include any information that: (i) is now, or hereafter becomes, through no act or failure to act on the part of the Participant that constitutes a breach of this Annex A, generally known or available to the public; (ii) is known to the Participant at the time such information was obtained from the Company or an Affiliate; (iii) is hereafter furnished without restriction on disclosure to the Participant by a third party, other than an employee or agent of the Company or an Affiliate, who is not under any obligation of confidentiality to the Company or an Affiliate; (iv) is disclosed with the written approval of the Company or an Affiliate; or (v) is required to be disclosed or provided by law, court order, or similar compulsion, including pursuant to or in connection with any legal proceeding involving the parties hereto; provided however, that such disclosure shall be limited to the extent so required or compelled; and provided further, however, that if the Participant is required to disclose such confidential information, he shall give the Company notice of such disclosure and cooperate in seeking suitable protections. Other than in the course of performing services for the Company and its Affiliates, the Participant will not, at any time, either during the Participant's Service or thereafter, directly or indirectly use, divulge, furnish or make accessible to any person any Trade Secrets, but instead will keep all Trade Secrets strictly and absolutely confidential. The Participant will deliver promptly to the Company or the Affiliate that employed the Participant, at the termination of his employment or at any other time at the request of the Company or an Affiliate, without retaining any copies, all documents and other materials in his possession relating, directly or indirectly, to any Trade Secrets. (b) Non-Competition. The Participant acknowledges and agrees that (i) in the course of the Participant's Service the Participant shall become familiar with the Trade Secrets of the Company and its Affiliates, (ii) the Participant's services to the Company and its Affiliates are unique in nature and of an extraordinary value to the Company and its Affiliates, and (iii) the Company and its Affiliates could be irreparably damaged if the Participant were to provide similar services to any person or entity competing with the Company or any Affiliate or engaged in a similar business. In connection with the issuance to the Participant of the Award hereunder, and in consideration for and as an inducement to the Company to enter into this Agreement, the Participant covenants and agrees that during the period beginning on the Grant Date and ending on the first anniversary of the date of the termination of the Participant's Service (the "Restricted Period"), the Participant shall not directly or indirectly operate, control or participate as a partner, director, principal, officer, or agent of, enter into the employment of, act as a consultant to, or perform any services for, any company, person, or entity engaged in a "Competitive Business" as determined by the Company, which determination shall be binding on the parties. In general, a Competitive Business will include any company, person or entity that in the judgment of the Company competes with the Company in any material way, including entities that directly compete with the Company in (1) the asset management business or (2) the business of wholesaler distribution of investment company products or separately managed retail or institutional accounts. The Company may decide that the employment of a terminated employee in a company that is engaged in Competitive Business but is also a customer or business partner of the Company is on balance advantageous to the Company and therefore waive the application of this non-competition covenant. (c) Nonsolicitation. During the Restricted Period, the Participant shall not, directly or indirectly solicit or induce, or attempt to solicit or induce, any current employee of the Company or an Affiliate, or any individual who becomes an employee during the Restricted Period, to leave his or her employment with the Company or an Affiliate or join or become affiliated with any other business or entity, hire any employee of the Company or an Affiliate or in any way interfere with the relationship between any employee and the Company or an Affiliate. During the Restricted Period, the Participant shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any customer, supplier, licensee, licensor or other business relation of the Company or an Affiliate to terminate its relationship or contract with the Company or an Affiliate, to cease doing business with the Company or an Affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or an Affiliate (including making any negative statements or communications concerning the Company or an Affiliate or their employees). (d) Judicial Modification. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Annex A or Section 12 of this Agreement is invalid or unenforceable, the parties agree that (i) the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or geographic area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, (ii) the parties shall request that the court exercise that power, and (iii) this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment or decision may be appealed. EX-10.3 4 c01766exv10w3.txt EMPLOYMENT TERMS 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 EX-10.4 5 c01766exv10w4.txt RESTRICTED STOCK AWARD AGREEMENT 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: -------------------------------- Vice President ACCEPTED: -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----