Amendment to Senior Management Agreement between Huron Consulting Group Inc. and John D. Kelly

Contract Categories: Human Resources › Employment Agreements
Summary

This amendment updates the Senior Management Agreement between Huron Consulting Group Inc. and John D. Kelly, effective January 1, 2025. It removes a specific provision related to change of control, clarifying that if Huron is acquired and John D. Kelly is not named General Counsel of the acquiring company, this will not be considered a valid reason for resignation under the change of control terms. All other terms of the original agreement remain unchanged.

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EX-10.2 3 kellysmaamendment.htm EX-10.2 Document
Exhibit 10.2
AMENDMENT TO SENIOR MANAGEMENT AGREEMENT
JOHN D. KELLY
This is an amendment (“Amendment”) to the Senior Management Agreement effective January 3, 2017 (the “SMA”), between Huron Consulting Group Inc. (the “Company”) and John D. Kelly (“Executive”), and this Amendment is effective as of January 1, 2025 (the “Amendment Effective Date”).

WHEREAS, the Company and Executive previously entered into the SMA, as modified from time to time;

WHEREAS, the Company desires to continue to employ Executive as Executive Vice
President, Chief Financial Officer as of the Amendment Effective Date pursuant to the terms of
the SMA as modified herein;

NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

5.5 Change of Control

The following language in SMA section 5.5(f) shall be stricken and not replaced:

The foregoing to the contrary notwithstanding, if Huron is acquired as a subsidiary or division of a reporting company pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934, the fact that Executive is not named as General Counsel of the reporting company following the Change of Control shall not constitute CoC Good Reason.


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Exhibit 10.2
Except for those provisions of the SMA specifically modified herein, all terms and conditions of the SMA remain in full force and effect and are not changed or superseded in any way by this Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates written below.


COMPANY:
HURON CONSULTING GROUP INC.

By:/s/ Kristen Bruner
Its:CVP and Chief Human Resources Officer
Date:4/10/2025

EXECUTIVE:
JOHN D. KELLY

By:/s/ John D. Kelly
John D. Kelly
(print name)
Date:4/10/2025