Offer Letter between CRA International, Inc. and Daniel Mahoney effective March 17, 2020

Exhibit 10.1

Via Electronic Mail

March 16, 2020

Mr. Daniel Mahoney

Dear Dan:

We are pleased to extend this offer of employment (the “Offer Letter”) to you as an Executive Vice President, Chief Financial Officer, and Treasurer (“CFO”) of Charles River Associates (“CRA”) working from the Boston office and reporting to me. All of the individuals who have met with you believe you will be a great fit with our firm and hope you will choose to join us. We will arrange for your employment to begin on a date mutually agreed upon by you and CRA, but are targeting March 30, 2020 (the “Commencement Date”). Your employment with CRA shall be subject to the following employment terms:

¹ As an Executive Officer of CRA, a Term Sheet for years subsequent to fiscal year 2020 will be required, and may change from year to year, and will be subject to Compensation Committee approval. These future fiscal year Term Sheets will be supplemental to the terms of this Offer Letter.

This offer is valid until March 20, 2020 and subject to approval of the Compensation Committee. Furthermore, this offer by CRA and your actual employment by CRA are contingent upon the following:

If this offer is acceptable to you, please sign and return a copy of this letter to Jonathan Yellin, CRA’s General Counsel at ***@*** .

Based on my understanding of your expectations and career aspirations, I believe that CRA can offer you a warm and stimulating environment to grow professionally and contribute to the growth of our firm. My colleagues and I are excited about the prospect of having you join us.

Employment CovenantS rIDER

For purposes of this Employment Covenants Rider, “CRA” shall mean CRA International, Inc. and any parent companies, subsidiaries, affiliates, successors, or assigns.

As a condition of and in consideration of your employment with CRA in accordance with the Offer Letter between you as an employee (hereinafter “Employee”) and CRA, and for other good and valuable consideration, including the anticipated and actual receipt of Confidential Information and Trade Secrets (both as defined below) from CRA and/or CRA clients, Employee agrees to comply with the obligations and restrictions set forth in this Employment Covenants Rider during Employee’s employment with CRA, and unless otherwise noted below, following the Termination Date, as follows:

Employee agrees not to disclose Confidential Information or Trade Secrets to anyone outside of CRA, either during Employee’s employment or subsequent to the Termination Date, subject to the exceptions enumerated below. Employee shall also only disclose Confidential Information and Trade Secrets to CRA employees and affiliated consultants on a “need to know” basis, and Employee shall comply with CRA’s “firewall” procedures applicable to Employee from time to time. For purposes of the Offer Letter and this Employment Covenants Rider, “Confidential Information” for both CRA and CRA clients shall include, but shall not be limited to: (A) financial and business information, such as information relating to costs, commissions, fees, profits, sales, sales margins, capital structure, operating results, borrowing arrangements, strategies and plans for future business, pending projects and proposals, and potential acquisitions or divestitures; (B) product and technical information, such as product formulations, new and innovative product ideas, new business development, sketches, plans, drawings, prototypes, methods, procedures, data processing programs, software, software codes, computer models, and research and development projects; (C) marketing information, marketing ideas, prospective markets and practices, business development activities and ideas, mailing lists, recruiting information, the identity of CRA’s clients, client names and addresses and other contact information, client lists, the names of representatives of clients responsible for entering into contracts with CRA, the financial arrangements between CRA and such clients, specific client needs and requirements, and leads and referrals to potential clients, and other non-public information concerning clients or potential clients; (D) personnel and recruiting information, such as the identity of and contact information for a CRA consultant or recruit, their compensation, benefits, skills, qualifications, and abilities; and (E) any information which Employee has been told is confidential or which Employee might reasonably expect CRA would regard as confidential, or any information which has been given to CRA in confidence by clients or other persons. “Trade Secrets” are items of Confidential Information that meet the requirements of applicable state and federal trade secret law. Employee acknowledges and agrees that the Confidential Information and Trade Secrets are not generally known or available to the general public, but have been developed, compiled or acquired by CRA or its clients at their great effort and expense. Employee further acknowledges and agrees that the Confidential Information and Trade Secrets are owned by CRA (or its clients), are secret, are the subject of reasonable efforts by CRA to keep them secret, and have value because of their secrecy. Confidential Information and Trade Secrets can be in any form: oral, written or machine readable, including electronic files.

CRA agrees that Employee’s obligation not to disclose Confidential Information or Trade Secrets is subject to the following exceptions: (A) any information that is generally known or available to the public; (B) any information that CRA or a CRA client has disclosed to a third party, where the effect of such disclosure is to make the information public; (C) any information that CRA’s General Counsel or a CRA client has authorized Employee in writing to disclose; (D) any information belonging to CRA or a CRA client that CRA or a CRA client has requested Employee disclose in the course of Employee’s work for CRA; and (E) if requested to be disclosed by an order of a court or other administrative body, provided however, that Employee gives prompt notice of such request to CRA’s General Counsel prior to such disclosure so that CRA can take any appropriate action it deems necessary to limit or implement such disclosure. Nothing in this Employment Covenants Rider prohibits Employee from discussion of or disclosing wages or other terms and conditions of employment for any purposes protected under federal labor law to the extent applicable.

Employee understands that compliance with all confidentiality obligations that may exist towards Employee’s current and past employers is of utmost importance to CRA and that the following are conditions of employment with CRA:

Employee understands that this representation is not a guaranty of employment or continued employment with CRA. Employee further understands that if Employee becomes employed by CRA, should any of the above representations be false or should Employee fail to comply with the above, Employee will be subject to disciplinary action, which may include termination of employment by CRA.

In accordance with applicable law, CRA hereby notifies you of the following provisions of the Defend Trade Secrets Act of 2016.

IMMUNITY FROM LIABILITY FOR CONFIDENTIAL DISCLOSURE OF A TRADE SECRET TO THE GOVERNMENT OR IN COURT FILING –

1.       files any document containing the trade secret under seal; and

2.       does not disclose the trade secret, except pursuant to court order.

In addition, Employee agrees that the Employee may not directly or indirectly during employment with CRA (including during any period of notice of resignation or termination of employment) contact by any method written or oral (e.g., email, text, social media sites or applications, or similar communication) any CRA clients or prospective clients to inform such parties of any new or future employment or consulting positions taken up by the Employee (except as it may relate to the Employee joining CRA), which includes, but is not limited to, notice of address change, new employment position, new consulting position or similar information without the express prior written permission of CRA’s General Counsel.

Employee agrees to communicate and assign to CRA, or its clients if CRA so requests, all Intellectual Property (as defined below) that Employee may make during or arising out of Employee’s employment with CRA, whether conceived during or outside of CRA’s normal working hours, or following Employee’s termination of employment with CRA. For purposes of this Employment Covenants Rider, CRA and Employee agree that “Intellectual Property” shall mean: Any: (a) inventions, whether or not patentable, whether or not reduced to practice, or whether or not yet made the subject of a pending patent application or applications; (b) ideas, discovery or improvement and conceptions of potentially patentable subject matter, including, without limitation, any patent disclosures, whether or not reduced to practice and whether or not yet made the subject of a pending patent application or applications; (c) patents; (d) trademarks, service marks, trade dress, logos, and trade names; (e) copyrights (registered or otherwise) and registrations and applications for registration; (f) software; (g) domain name registration; (h) trade secrets and confidential, technical or business information (including ideas, formulas, algorithms, compositions, inventions, and conceptions of inventions whether or not patentable and whether or not reduced to practice); (i) process and techniques, research and development information, drawings, specifications, designs, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans, and customer and supplier lists and information; (k) copies and tangible embodiments of all of the foregoing, in whatever form or medium; and (l) all rights to obtain and rights to apply for patents and to register trademarks and copyrights, made during, related to or arising from Employee’s employment with CRA.

Employee acknowledges that any Intellectual Property shall be exclusively and solely owned by CRA and shall be “works made for hire” under the copyright laws of the United States. Employee waives in favor of CRA, irrevocably and unconditionally, any moral rights in any part of the world that the Employee may have in any such Intellectual Property. Employee agrees and does hereby assign all such Intellectual Property to CRA or to persons or firms designated by CRA. Employee agrees to keep and promptly make available to CRA records of the type required to secure and protect such Intellectual Property, including filing and prosecuting the enforcement of patents, copyrights and trademarks. If requested to do so by CRA, whether during or subsequent to Employee’s employment, Employee agrees to reasonably assist CRA in obtaining patents, copyrights and trademarks arising out of Employee’s work for CRA. CRA agrees to pay all costs of procuring patents, copyrights or trademarks.

The provisions in this section concerning the assignment of Intellectual Property do not apply to inventions for which no equipment, supplies, facilities, or trade secret information of CRA was used, and which was developed entirely on Employee’s own time, unless the invention relates to the business of CRA or actual or demonstrably anticipated research or development, or the invention results from any work Employee performs for CRA.

CRA wishes to encourage Employee to advance in the profession through publication of professional works, but also wishes to protect Confidential Information, Trade Secrets and Employee’s work product. Employee understands that the substance and quality of Employee’s publications, including publications not sponsored by CRA, may affect the reputation and business interests of CRA and the professional reputations of Employee’s colleagues. Employee agrees, therefore, during Employee’s employment with CRA, to obtain written permission from Employee’s Practice Leader prior to agreeing to prepare any work of Employee for submission or publication or agreeing to having Employee’s or CRA’s name used in connection with any publication, and to allow CRA to review the content and substance of such materials. If, at the time that Employee commences work with CRA, Employee has agreed to publish any work or to have Employee’s name used in connection with any publication that will appear in the future, Employee agrees to describe any such agreements in writing to Employee’s Practice Leader and shall not refer to CRA or Employee’s affiliation with CRA without prior written approval of the Employee’s Practice Leader. Employee further agrees after the Termination Date not to use CRA’s name or logo (or any similar derivation), or provide attribution to CRA, in connection with any publication of Employee’s work unless specifically authorized to do so in a letter signed by Employee’s Practice Leader. Employee understands that nothing in this section modifies Employee’s obligation not to disclose Confidential Information and Trade Secrets.