Transition and Compensation Agreement between CEB Inc. and Richard Lindahl (September 30, 2016)
This agreement between CEB Inc. and its Chief Financial Officer, Richard Lindahl, outlines compensation and benefits during a transition period related to a change in the company's CEO. Mr. Lindahl will receive a salary increase, eligibility for a 2016 bonus, a restricted stock unit grant, and a guaranteed minimum bonus for 2017 (and possibly part of 2018), provided he remains employed through the transition. The agreement also defines conditions for termination and clarifies that employment remains at-will. It does not affect any rights under other severance or change-in-control plans.
Exhibit 10.2
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| 1919 North Lynn Street Arlington, VA 22209 United States Tel: +1 ###-###-#### Fax: +1 ###-###-#### |
September 30, 2016
Mr. Richard Lindahl
Chief Financial Officer
CEB Inc.
Dear Rich:
In recognition of your years of loyal service and contributions to CEB Inc. (“CEB” or the “Company”), as well as ensuring consistency of communication with the Board of Directors and capital markets participants and assisting in transition matters with the forthcoming change in the Company’s Chief Executive Officer, CEB will provide you the following payments and benefits. For purposes hereof, the “Transition Period” commences on the date of this letter and continues until December 31, 2017 or, if later, the end of the second calendar quarter following when the new CEO commences employment (the “Transition Period”).
1.Compensation. You will be eligible to receive an increase in your base salary effective April 1, 2017, and you will be eligible to receive a cash bonus for the 2016 performance year no later than March 15, 2017, subject to your performance against the applicable objectives as determined pursuant to standard CEB practice. You will also be eligible to receive a restricted stock unit (RSU) grant in March 2017 in accordance with standard procedures.
2.Performance Bonus. Your annual bonus for the 2017 performance year shall be no less than your target bonus. Your target bonus, for the avoidance of doubt, is 100% of your base salary. If the Transition Period continues into the 2018 performance year, your annual bonus for that performance year shall be no less than 100% of your target bonus on a prorated basis for any calendar quarters in 2018 that are included in the Transition Period. This payment is subject to your continued employment through the end of the Transition Period; provided that if the Company terminates your employment without Cause, you resign for Good Reason, or you die while an employee, you (or as applicable, your estate) shall receive such guaranteed minimum bonus payment subject to your execution of the Company’s standard form separation agreement and release (which will incorporate your Employer Protection Agreement and apply its restrictions as if you had voluntarily resigned). For purposes hereof:
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| (i) | “Cause” means your commission of a material act of fraud, theft or dishonesty against CEB; conviction of any felony; or willful non-performance of material duties that is not cured within sixty (60) days after receipt of written notice to you from the Board of Directors. |
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| (ii) | “Good Reason” means, without your written consent: (A) a material reduction in your duties, responsibilities or authority, (B) a reduction in your base salary or target annual incentive bonus opportunity, (C) you are required to relocate your place of employment to a location that is more than thirty-five (35) miles from the location of the Company's current headquarters, (D) your removal without Cause as Chief Financial Officer of CEB, or (E) a material breach of this letter agreement by the Company; provided that no such event shall be deemed to be a basis for your resignation for Good Reason unless, within sixty (60) days of the occurrence of such event, you deliver written notice to CEB stating that you believe that a basis for termination for Good Reason exists and specifying the event that you consider to constitute the basis for termination for Good Reason, and CEB shall not have remedied or cured such event within fifteen (15) days of receipt of such notice. |
Nothing herein provides you any right to continued employment with the Company, nor does anything herein preclude your continued employment beyond the Transition Period. Rather, you will remain an “at-will” employee and your employment may be terminated by you or by the Company at any time with or without Cause. For the avoidance of doubt, this letter agreement does not impact any rights you may have under any CEB change in control or severance plan or program applicable to you.
Thank you again for your loyal service to the Company and the critical role you will continue to play in our success. If the terms and conditions of this letter are acceptable to you, please sign below and return a copy of the letter to me.
Sincerely,
/s/ Thomas L. Monahan
Thomas L. Monahan III
Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Richard S. Lindahl
_____________________
Richard Lindahl
October 6, 2016
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Date
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