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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 ACTS OF 1934
Date of Report (Date of earliest event reported): April 23, 2007
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
_______________
DELAWARE 0-25837 36-2681268
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
233 South Wacker Drive, Suite 4200, Chicago, IL 60606-6303
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 496-1200
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 (see General Instruction A.2. below):
/ / 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 23, 2007, Thomas J. Friel notified Heidrick & Struggles
International, Inc. (the "Company") of his decision to retire as
Chairman and a director of the Company, effective May 24, 2007, the
date of the Company's Annual Meeting of Shareholders. In that
connection, the Company and Mr. Friel entered into a Letter Agreement
(the "Agreement") dated April 23, 2007 concerning Mr. Friel's
retirement. Under the Agreement, Mr. Friel will remain an employee
of the Company through June 30, 2007, with his employment terminating
effective July 1, 2007 (the "Retirement Date"). Until the Retirement
Date, Mr. Friel will be paid an annual salary of $150,000 ($12,500
per month) and will be eligible to participate in all benefit plans
and programs generally available to employees of the Company.
Additionally, Mr. Friel will receive a Fee/SOB bonus for 2007 on the
date in early 2008 that such bonuses are generally paid to employees
of the Company, which bonus will be equal to all Fee/SOB amounts
earned by and accrued to Mr. Friel in 2007. In addition, Mr. Friel's
2006 bonus will be paid in cash on the date in 2007 that such bonuses
are generally paid to employees of the Company. Under the Agreement,
Mr. Friel's equity awards outstanding as of the Retirement Date will
be subject to vesting and expiration as set forth in the Agreement.
Except as specifically set forth in the Agreement, Mr. Friel forfeits
any interests or rights in any unvested equity awards, and all equity
awards that are vested as of the Retirement Date will continue to be
exercisable for sixty (60) days following the Retirement Date.
Except as specifically set forth in the Agreement, Mr. Friel's
continued participation in all employee benefit plans and compensation
plans of the Company will cease as of the Retirement Date. The
Agreement provides for the execution of a General Release and Waiver
by Mr. Friel and sets forth other covenants in connection with his
retirement.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by refence to the full text
of the Agreement, a copy of which is filed as Exhibit 10.1 to this
Form 8-K and is incorporated by reference herein.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On April 23, 2007, Thomas J. Friel notified the Company of his
decision to retire as Chairman and a director of the Company,
effective May 24, 2007, the date of the Company's Annual Meeting of
Shareholders. A brief description of the terms and conditions of the
letter agreement between Mr. Friel and the Company concerning his
retirement is set forth in Item 1.01 of this Form 8-K and is
incorporated by reference in this Item 5.02. Such description does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Agreement, a copy of which is filed
as Exhibit 10.1 hereto and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit Number Description
-------------- -----------
10.1 Letter Agreement dated April 23, 2007
by and between Thomas J. Friel and the
Company
99.1 Company Press Release dated April 24, 2007
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 hereunto duly authorized.
Dated: April 24, 2007
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
By: /s/ K. Steven Blake
----------------------------------------
K. Steven Blake, Executive Vice
President, General Counsel and Secretary
EXHIBIT 10.1
------------
HEIDRICK & STRUGGLES
April 23, 2007
Mr. Thomas J. Friel
983 Baileyana Road
Hillsborough, CA 94010
Dear Tom:
Thank you for all of your hard work, effort and your exemplary
years of service with Heidrick & Struggles International, Inc. (the
"Company"). In addition, thank you for your continued service during
our current transition period. We recognize that this circumstance is
not an easy one and we wish to provide you with a smooth transition to
your retirement. Accordingly, on behalf of the Company, I am pleased
to confirm the terms of your retirement in this letter agreement and
the exhibits hereto (the "Agreement").
1. RETIREMENT.
(a) This will acknowledge that you have tendered your
retirement resignation as Chief Executive Officer of the Company,
effective as of September 13, 2006, and that you agree to tender your
resignation as Chairman of the Board of Directors of the Company
effective as of May 24, 2007. You agree to execute a letter of
resignation in the form attached hereto as EXHIBIT A, and shall
execute any additional resignation letters as may be reasonably
requested by the Company. Notwithstanding the foregoing, you will
remain an employee of the Company through June 30, 2007, with your
employment terminating effective July 1, 2007 (the "Retirement Date").
(b) Until the Retirement Date, you will be paid an annual
salary of $150,000 ($12,500 per month) and will be eligible to
participate in all benefit plans and programs available to employees
of the Company generally, in accordance with the terms of such plans
and programs. Upon your retirement, you will be eligible to
participate in any retirement plans or programs of the Company on a
comparable basis as other senior executives who have retired from the
Company.
(c) After your Retirement Date, you will continue to remain
on the telephone and e-mail systems of the Company for a period no
less than as generally provided to other senior executives who have
retired from the Company.
(d) Any business expenses properly incurred by you prior to
the Retirement Date will be reimbursed in accordance with the
Company's expense reimbursement policy.
2. FEE/SOB BONUS. Notwithstanding your retirement, you will
receive a Fee/SOB bonus for 2007 on the date in early 2008 that such
bonuses are generally paid to employees of the Company. Such 2007
Fee/SOB bonus shall be equal to all Fee/SOB amounts earned by and
accrued to you in 2007 and shall be paid to you over and above the
annual salary described in subparagraph 1(b) above.
3. 2006 BONUS. Your 2006 bonus will be paid on the date in
2007 that such bonuses are generally paid to employees of the Company.
Your 2006 bonus will be paid 100% in cash.
4. E-CREDIT/WARRANT PROGRAM. You will continue to participate
in the Company's E-Credit/Warrant Program pursuant to the terms of
such program.
5. EQUITY AWARDS. Your outstanding equity awards and the
treatment of such awards are documented on EXHIBIT C hereto. Except
as otherwise provided on EXHIBIT C, effective as of the Retirement
Date, (a) you shall forfeit and/or relinquish any and all interests
and rights in and under all unvested equity awards granted under any
plan or program maintained by the Company, and (b) all equity awards
which are vested as of the Retirement Date shall continue to be
exercisable for a period of sixty (60) days following the Retirement
Date. Other than the awards set forth on EXHIBIT C hereto, you
acknowledge and agree that you do not possess, nor are you entitled
to, any other equity awards under any plan or program of the Company.
6. TERMINATION OF BENEFITS. Except as specifically provided in
this Agreement with respect to plans or arrangements specifically
identified in this Agreement, your continued participation in all
employee benefit plans (pension and welfare) and compensation plans
will cease as of the Retirement Date. Any payments made to you
pursuant to this Agreement, other than with respect to the continued
payment of salary to the Retirement Date, shall be disregarded for
purposes of determining the amount of benefits to be accrued on your
behalf under any pension or other benefit plan maintained by the
Company. Nothing contained herein shall limit or otherwise impair
your right to receive pension or similar benefit payments which are
vested as of the Retirement Date under any applicable tax qualified
pension or other tax qualified benefit plan.
7. MEDICAL BENEFITS. Your entitlement to continue family
medical coverage, which shall include vision and dental coverage,
under the benefit plans of the Company will be determined in
accordance with the provisions of COBRA.
8. NO OTHER PAYMENTS. You agree and acknowledge that, other
than as specifically provided for in this Agreement, no additional
payments are due from the Company on any basis whatsoever.
9. RELEASE. As part of this Agreement, and in consideration of
the additional payments provided to you in accordance with this
Agreement, the sufficiency of which is hereby acknowledged, you are
required to execute the General Release and Waiver, which is attached
2
as EXHIBIT B to this Agreement (the "Release"), with such delivery
pursuant to Section 16(d) below. As written in the Release, you have
a twenty-one (21)-day period following the Retirement Date in which to
execute the Release.
10. ASSISTANCE WITH CLAIMS. You agree to cooperate with the
Company or any affiliate in the defense, prosecution or evaluation of
any pending or potential claims or proceedings involving or affecting
the Company or any affiliate arising during the period of your
employment with the Company (the "Employment Period") or relating to
any decisions in which you participated or any matter of which you had
knowledge. You agree, unless precluded by law, to promptly inform the
Company if you are asked to participate (or otherwise become involved)
in any claims that may be filed against the Company or any affiliate
relating to the Employment Period. You also agree, unless precluded
by law, to promptly inform the Company if you are asked to assist in
any investigation (whether governmental or private) of the Company or
any affiliate (or their actions) relating to any matter, regardless of
whether a lawsuit has then been filed against the Company or any
affiliate with respect to such investigation. Specifically and
without limitation, you will attend and participate in meetings and
interviews conducted by Company personnel, and/or attorneys appointed
by the Company and may be represented by counsel who may attend such
meetings and interviews, and execute written affidavits confirming
your statements in such meetings in respect of any such matters;
provided such meetings do not unreasonably interfere with your
employment or self-employment entered into after the Retirement Date.
You will make yourself available for the foregoing at mutually
convenient times during business hours from time to time as reasonably
requested by the Company. Promptly upon the receipt of your written
request, the Company agrees to reimburse you for all reasonable out-
of-pocket expenses associated with such cooperation, including,
without limitation, meals, lodging, travel, and ground transportation
expenses; provided, however, subject to Section 16(k) of this
Agreement, that such reimbursement shall specifically exclude any fees
for legal representation engaged by you, that is not otherwise
reimbursable pursuant to the Company's policies in effect at such time
or the Company's By-Laws. This Section 10 shall not preclude you from
responding to an inquiry in an honest manner.
11. NON-DISPARAGEMENT. (a) You agree that on and after the date
you execute this Agreement, you will not make any disparaging,
critical or derogatory statement about the Company or any affiliate or
their shareholders or any of their current or former officers,
directors or employees or otherwise make disparaging comment on any
aspects of your employment with the Company or the retirement thereof;
(b) the Company agrees not to make any disparaging, critical or
derogatory statement (defined, solely for purposes of this Section
11(b), as a press release, filing with any governmental agency, web
site posting or similar public disclosure made by the Company's
executive officers) about you or your employment with the Company or
the retirement thereof; and (c) the provisions of this Section 11(a)
3
and 11(b) shall not apply to testimony as a witness, any disclosure
required by law to be made by the Company or you, or the assertion of
or defense against any claim of breach of this Agreement and shall not
require either party to make false statements or disclosures.
12. CONTINUED APPLICATION OF RESTRICTIVE COVENANTS.
(a) Except as may be modified by the following provisions
of this Section 12, you expressly acknowledge and agree that you will
continue to remain subject to any confidentiality, non-solicitation
and non-competition provisions entered into in connection with the
Letter Agreement between you and the Company, dated June 24, 2003 (the
"Letter Agreement"), and any other agreement or compensation award
with the Company (the "Covenants"), and further agree that the
obligations under the Covenants are not limited in any way by this
Agreement or retirement from employment with the Company.
(b) You shall return all documents, records and property of
the Company and any of its affiliates as of the date seven (7) days
after the Retirement Date (the "Return Date"). Without limiting the
generality of the foregoing, you shall return to the Company no later
than the Return Date any and all original and duplicate copies of all
your work product and of files, calendars (except for personal
calendars), books, records, notes, notebooks, customer lists and
proposals to customers, manuals, computer equipment (including any
desktop and/or laptop computers, handheld computing devices, home
systems, computer disks and diskettes), mobile telephones (including
SIM cards and the like), Blackberry devices, personal data assistants
(PDAs), fax machines, and any other magnetic and other media materials
you have in your possession or under your control that belong to the
Company or any of its affiliates that contain confidential or
proprietary information concerning the Company or any of its
affiliates or their clients or operations. You also must return to
the Company by the Retirement Date any keys, credit cards and I.D.
cards that belong to the Company or any of its affiliates but are in
your possession or within your control.
(c) Subject to the foregoing provisions of this Section 12,
the Company will continue to have the right to enforce such
obligations of the Covenants.
13. DISCLOSURE TO PROSPECTIVE NEW EMPLOYER(S). You agree that,
prior to the commencement of any new employment, if prior to the end
of the expiration of the restrictive provisions of the Covenants, you
will furnish the prospective new employer with a copy of the
provisions of this Agreement (and as needed, relevant provisions of
the Letter Agreement or any other agreement with the Company) relating
to the Covenants. You also agree that, during such period, the
Company may advise any new employer or prospective new employer of the
provisions of this Agreement relating to the Covenants and furnish the
new employer or prospective new employer with a copy of such
4
provisions (and as needed, relevant provisions of the Letter Agreement
or any other agreement with the Company).
14. WITHHOLDING FOR TAXES. All benefits and payments provided
to you pursuant to this Agreement, which are required to be treated as
compensation shall be subject to all applicable tax withholding and
reporting requirements.
15. ATTORNEYS FEES. In the event of any dispute with respect to
a breach or asserted breach of this Agreement, the prevailing party as
determined by the presiding judge or arbitration panel in said
proceeding shall be entitled to recover such party's reasonable
attorneys' fees and expenses from the other party.
16. MISCELLANEOUS.
(a) BINDING EFFECT. This Agreement shall be binding upon
each of the parties and upon their respective heirs, administrators,
representatives, executors, successors and assigns, and shall inure to
the benefit of each party and to their heirs, administrators,
representatives, executors, successors and assigns.
(b) APPLICABLE LAW. This Agreement shall be construed in
accordance with the laws of the State of Illinois, without regard to
the conflict of law provisions of any jurisdiction.
(c) ENTIRE AGREEMENT. This Agreement reflects the entire
agreement between you and the Company and, except as specifically
provided herein, supersedes all prior agreements and understandings,
written or oral relating to the subject matter hereof, it being
acknowledged, however, you shall continue to be subject to the
Covenants. To the extent that the terms of this Agreement are to be
determined under, or are to be subject to, the terms or provisions of
any other document, this Agreement shall be deemed to incorporate by
reference such terms or provisions of such other documents.
(d) NOTICES. Any notice pertaining to this Agreement shall
be in writing and shall be deemed to have been effectively given on
the earliest of (a) when received, (b) upon personal delivery to the
party notified, (c) one business day after delivery via facsimile with
electronic confirmation of successful transmission, (d) one business
day after delivery via an overnight courier service or (e) five (5)
days after deposit with the United Postal Service, and addressed as
follows:
to you: Thomas J. Friel
983 Baileyana Road
Hillsborough, CA 94010
or such other address as you duly notify the Company.
5
to the Company
at: Heidrick & Struggles International, Inc.
233 South Wacker Drive
Suite 4200 Sears Tower
Chicago, IL 60606-6303
Attn: General Counsel
Fax: (312) 496-1297
(e) WAIVER OF BREACH. The waiver by either party to this
Agreement of a breach of any provision of this Agreement shall not
operate as or be deemed a waiver of any subsequent breach by such
party. Continuation of benefits hereunder by the Company following a
breach by you of any provision of this Agreement shall not preclude
the Company from thereafter exercising any right that it may otherwise
independently have to terminate said benefits based upon the same
violation.
(f) AMENDMENT. This Agreement may not be modified or
amended except by a written document signed by the parties to this
Agreement.
(g) COUNTERPARTS. This Agreement may be signed in multiple
counterparts, each of which shall be deemed an original. Any executed
counterpart returned by facsimile shall be deemed an original executed
counterpart.
(h) NO THIRD PARTY BENEFICIARIES. Unless specifically
provided herein, the provisions of this Agreement are for the sole
benefit of the parties to this Agreement and are not intended to
confer upon any person not a party to this Agreement any rights
hereunder.
(i) TERMS AND CONSTRUCTION. Each party has cooperated in
the drafting and preparation of this Agreement. The language in all
parts of this Agreement shall be in all cases construed according to
its fair meaning and not strictly for or against either party.
(j) ADMISSIONS. Nothing in this Agreement is intended to
be, or will be deemed to be, an admission of liability by you or the
Company to each other, or an admission that they or any of their
agents, affiliates, or employees have violated any state, federal or
local statute, regulation or ordinance or any principle of common law
of any jurisdiction, or that they have engaged in any wrongdoing
towards each other.
(k) INDEMNIFICATION. You shall continue to be eligible for
indemnification by the Company to the extent provided to other former
executives and directors of the Company, as provided in the Company's
By-Laws as currently in effect, any policy of insurance obtained by
the Company or as may be required by Delaware law.
6
* * * * *
If you agree to the terms set forth above, please sign and date
this letter in the space provided below and return a copy to myself,
indicating your acceptance. If you have any questions, please do not
hesitate to call me. My best wishes to you on your retirement.
Yours sincerely,
/s/ Jill Kanin-Lovers
-------------------------------------
Jill Kanin-Lovers
Director and Chair, HSII Compensation
Committee
I hereby accept the terms and conditions of the retirement arrangement
as outlined above.
/s/ Thomas J. Friel April 23, 2007
------------------------ ------------------
Thomas J. Friel Date
7
EXHIBIT A
---------
LETTER OF RESIGNATION
---------------------
To Whom It May Concern:
I hereby resign as Chairman of the Board of Directors of Heidrick
& Struggles International, Inc. (the "Company") effective as of May
24, 2007, and acknowledge acceptance thereof by the Company. I
understand that I will remain an employee of the Company until July 1,
2007. My resignation as Chairman and my continued employment until
July 1, 2007 are in accordance with the terms of the Agreement, dated
April 23, 2007 and I hereby confirm that I have no claim for
compensation for loss of office, except as set out in that Agreement.
Very truly yours,
Thomas J. Friel
Resignation acknowledged and accepted:
------------------------------------------
Heidrick & Struggles International, Inc.
By:_______________________________________
Its:______________________________________
Page 1
EXHIBIT B
---------
GENERAL RELEASE AND WAIVER
--------------------------
1. This document (the "RELEASE") is attached to, is
incorporated into, and forms a part of, a letter agreement including
exhibits thereto, dated April 23, 2007 (the "AGREEMENT") by and
between Heidrick & Struggles International, Inc. (the "COMPANY") and
Thomas J. Friel (the "EMPLOYEE"). Except for (i) a Claim (as defined
below) based upon a breach of the Agreement, (ii) a Claim which is
expressly preserved by the Agreement, (iii) a Claim duly filed
pursuant to the group welfare and retirement plans of the Company, or
(iv) a claim filed pursuant to any policy of liability insurance or
the Company's By-Laws, the Employee, on behalf of himself and the
other Employee Releasors (as defined below), releases and forever
discharges the Company and the other Company Releasees (as defined
below) from any and all Claims which the Employee now has or claims,
or might hereafter have or claim, whether known or unknown, suspected
or unsuspected (or the other Employee Releasors may have, to the
extent that it is derived from a Claim which the Employee may have),
against the Company Releasees based upon or arising out of any matter
or thing whatsoever, from the beginning of time to the date affixed
beneath the Employee's signature on this General Release and Waiver
and shall include, without limitation, Claims (other than those
specifically excepted above) arising out of or related to the Letter
Agreement, dated June 24, 2003, and Claims arising under (or alleged
to have arisen under) (a) the Age Discrimination in Employment Act of
1967, as amended; (b) Title VII of the Civil Rights Act of 1964, as
amended; (c) The Civil Rights Act of 1991; (d) Section 1981 through
1988 of Title 42 of the United States Code, as amended; (e) the
Employee Retirement Income Security Act of 1974, as amended; (f) The
Immigration Reform Control Act, as amended; (g) The Americans with
Disabilities Act of 1990, as amended; (h) The National Labor Relations
Act, as amended; (i) The Occupational Safety and Health Act, as
amended; (j) any state or local anti-discrimination law; (k) any other
local, state or federal law, regulation or ordinance; (l) any public
policy, contract, tort, or common law; or (m) any allegation for
costs, fees, or other expenses including attorneys' fees incurred in
these matters. The Employee further releases any rights to recover
damages or other personal relief based on any claim or cause of action
filed on the Employee's behalf in court or any agency.
2. For purposes of this Release, the terms set forth below
shall have the following meanings:
(a) The term "Claims" shall include any and all rights,
claims, demands, debts, dues, sums of money, accounts, attorneys'
fees, experts' fees, complaints, judgments, executions, actions and
causes of action of any nature whatsoever, cognizable at law or
equity.
(b) The term "Company Releasees" shall include the Company
and its affiliates and their current, former and future officers,
directors, trustees, members, employees, shareholders, partners,
assigns and administrators and fiduciaries under any employee benefit
plan of the Company and of any affiliate, and insurers, and their
predecessors and successors.
(c) The term "Employee Releasors" shall include the
Employee, and his family, heirs, executors, representatives, agents,
insurers, administrators, successors, assigns, and any other person
claiming through the Employee.
3. The Employee acknowledges that: (a) the Employee has read
and understands this Release and the Agreement in their entirety; (b)
the payments and other benefits provided to the Employee under the
Agreement exceed the nature and scope of that to which the Employee
would otherwise have been entitled to receive from the Company; (c)
the Employee has been advised in writing to consult with an attorney
about this Release and the Agreement before signing and has had ample
opportunity to do so; (d) the Employee has been given twenty-one (21)
days to consider this Release and the Agreement before signing; (e)
the Employee has the right to revoke this Release in full within seven
(7) calendar days of signing it by providing written notice to the
Company per the notice provisions of Section 16(d) of the Agreement,
and that this Release and the Agreement shall not become effective
until that seven (7)-day revocation period has expired; and (f) the
Employee enters into this Release knowingly and voluntarily, without
duress or reservation of any kind, and after having given the matter
full and careful consideration.
* * * *
[Not to be signed until the
Retirement Date, as defined
in the Agreement]
----------------------------
Thomas J. Friel
Date:_______________________
Page 2
EXHIBIT C
---------
NON-QUALIFIED STOCK OPTIONS
---------------------------
SUBJECT TO
VESTED EXERCISED FORFEITED OUTSTANDING CONTINUED
NUMBER OPTION AS OF AS OF AS OF AS OF VESTING
GRANT OF EXERCISE RETIREMENT RETIREMENT RETIREMENT RETIREMENT POST-
DATE SHARES PRICE DATE DATE DATE DATE REITREMENT(1) EXPIRATION OF OPTIONS
----- ------ -------- ---------- ---------- ---------- ----------- ---------- ---------------------
4/26/99 13,000 $14.00 13,000 0 0 13,000 0 180 days after Retirement Date
4/26/99 1,500 $14.00 1,500 0 0 1,500 0 180 days after Retirement Date
4/26/99 12,420 $14.00 12,420 0 0 12,420 0 180 days after Retirement Date
3/06/00 4,820 $40.725 4,820 0 0 4,820 0 180 days after Retirement Date
3/06/00 15,000 $40.725 15,000 0 0 15,000 0 180 days after Retirement Date
3/06/01 7,880 $35.125 7,880 0 0 7,880 0 180 days after Retirement Date
3/06/03 8,000 $11.90 8,000 0 0 8,000 0 60 days after Retirement Date
6/24/03 100,000 $12.90 100,000 0 0 100,000 0 60 days after Retirement Date
5/12/04 50,000 $27.00 50,000 0 0 50,000 0 60 days after Retirement Date
3/10/05 25,000 $36.17 16,666 0 0 16,666 8,334(2) March 10, 2010
3/03/06 25,000 $32.96 8,333 0 0 8,333 16,667(3) March 3, 2011
TOTAL 262,620 237,619 0 0 237,619 25,001
---------------
(1) Mr. Friel will continue to vest in his options after his termination of employment according to existing
vesting schedule.
(2) The remaining 8,334 options will vest on 3/10/08 pursuant to the terms of the option agreement.
(3) The 16,667 options will vest as follows: (1) on 3/03/08 - 8,333 options will vest, and (2) on 3/03/09 -
8,334 options will vest.
RESTRICTED STOCK UNITS
----------------------
SHARES SUBJECT
VESTED AS OF FORFEITED AS TO CONTINUED
GRANT NUMBER OF RETIREMENT OF RETIREMENT VESTING POST-
DATE SHARES DATE DATE RETIREMENT(1)
----- --------- ------------ ------------- -------------
3/06/00 3,373 3,373 0 0
3/06/01 2,070 2,070 0 0
6/24/03 50,000 50,000 0 0
3/10/05 12,000 8,000 0 4,000(2)
3/10/05 40,000 0 0 40,000(3)
3/03/06 12,500 4,166 0 8,334(4)
3/03/06 4,839 1,613 0 3,226(5)
TOTAL 124,782 69,222 0 55,560
---------------
(1) Per retirement status, Mr. Friel will continue to vest in his RSUs
after his termination of employment according to existing vesting
schedule.
(2) The 4,000 RSUs will vest on 3/10/08.
(3) All 40,000 RSUs will vest on 3/10/08.
(4) The 8,334 RSUs will vest as follows: (1) on 3/03/08 - 4,167 RSUs
will vest, and (2) on 3/03/09 - 4,167 RSUs will vest.
(5) The 3,226 RSUs will vest as follows: (1) on 3/03/08 - 1,613 RSUs
will vest, and (2) on 3/03/09 - 1,613 RSUs will vest.
EXHIBIT 99.1
------------
HEIDRICK & STRUGGLES
NEWS FOR IMMEDIATE RELEASE
Thomas J. Friel to Retire As Chairman of
Heidrick & Struggles at Annual Meeting
CHICAGO (April 24, 2007) - Heidrick & Struggles International, Inc.
(NASDAQ: HSII), the world's premier executive search and leadership
consulting firm, today announced that Thomas J. Friel will retire
as Chairman and a director at the company's Annual Meeting of
Shareholders on May 24, 2007. The company expects to name his
successor on that day. This completes the planned transition to
the next generation of leadership that was begun following the 2006
Annual Meeting.
"Heidrick & Struggles owes a great debt of gratitude to Tom for his
many years of service to the company," said Chief Executive Officer
Kevin Kelly. "His contributions to our business and the fundamental
nature of our partnership culture are invaluable."
Added Richard Beattie, Heidrick & Struggles' lead outside director:
"Tom has been a steadfast leader for Heidrick & Struggles during a
difficult time. When you look at the financial and operational
results the firm has achieved over the past three years, Tom has
played a key role in making them happen."
Friel, 59, joined Heidrick & Struggles in 1979. During his 28-year
tenure he has held multiple leadership roles, including Managing
Partner of the Menlo Park office, co-founder and leader of the
Technology Practice, Managing Partner of the company's Asia Pacific
region, and President of Heidrick & Struggles Ventures. He was the
company's Chief Executive Officer from 2003 to 2006.
"Heidrick & Struggles is a unique and thriving company and it has been
an honor to lead it. During my time here I have participated in our
evolution from a mostly US-centric, founder-driven culture, to an era
as an aggressive private company focused on global expansion, to our
IPO in 1999 that set us on our current course as an integrated, global
professional services company," said Friel. "Today I believe we are
in an excellent position to achieve sustainable, long-term, profitable
growth - and to enhance our reputation as the best firm in our
profession."
Friel holds an MBA from the Stanford University Graduate School of
Business, where he currently serves on the Business School Advisory
Council. He earned a bachelor's degree in industrial engineering from
Purdue University and received the Purdue Engineering School's
"Outstanding Graduate" award in 2005.
In 2007 he was honored by the Associate of Executive Search
Consultants (AESC) with the Gardner W. Heidrick award for outstanding
contributions to the executive search profession.
About Heidrick & Struggles International, Inc.
Heidrick & Struggles International, Inc. is the world's premier
provider of senior-level executive search and leadership consulting
services, including talent management, board building, executive on-
boarding and M&A effectiveness. For more than 50 years, we have
focused on quality service and built strong leadership teams through
our relationships with clients and individuals worldwide. Today,
Heidrick & Struggles leadership experts operate from principal
business centers in North America, Latin America, Europe and Asia
Pacific. For more information about Heidrick & Struggles, please
visit www.heidrick.com.
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Contact: Eric Sodorff at +1 312 496 1613 or esodorff@heidrick.com