PARTICIPATION AGREEMENTParticipation Agreement • November 9th, 2004 • Heidrick & Struggles International Inc • Services-employment agencies • Illinois
Notwithstanding the foregoing, a Change in Control shall not occur with respect to the Participant by reason of any event which would otherwise constitute a Change in Control if, immediately after the occurrence of such event, (x) the Company ceases to be subject to the requirement to file reports pursuant to Section 13 or Section 15(d) of the Act and no more than 50% of the then outstanding shares of common stock of the Company or any acquiror or successor to substantially all of the business of the Company is owned, directly or indirectly, by any entity subject to such requirements and (y) individuals (which may or may not include the Participant) who were executive officers of the Company immediately prior to the occurrence of such event, own, directly or indirectly, on a fully diluted basis, (1) 25% or more of the then outstanding shares of common stock of the Company or any acquiror or successor to substantially all of the business of the Company or (2) 25% or more of the combined
HEIDRICK & STRUGGLES INTERNATIONAL, INC. NON-QUALIFIED STOCK OPTION AGREEMENTOption Agreement • November 9th, 2004 • Heidrick & Struggles International Inc • Services-employment agencies • Illinois
Heidrick & Struggles International, Inc. (the “Company”), pursuant to the 1998 Heidrick & Struggles GlobalShare Program I, as amended (the “Program”), hereby grants to
