Appointment of Certain Officers

On January 3, 2017, the Board of Directors (the Board) of Huron
Consulting Group Inc. (the Company) approved the appointment of
John D. Kelly to serve as the Companys Executive Vice President
and Chief Financial Officer, succeeding C. Mark Hussey in the
role of CFO. Mr. Hussey will continue to serve as Executive Vice
President and Chief Operating Officer.

Mr. Kelly, age 40, has served as the Companys Treasurer since
February 2016. He had served as Chief Accounting Officer since
February 2015. From February 2015 until February 2016, Mr. Kelly
served as the Companys Assistant Treasurer. Mr. Kelly had served
as the Companys Controller from November 2012 until February 2015
and Assistant Controller from October 2009 until November 2012.
Prior to joining Hurons Finance and Accounting department, Mr.
Kelly was a Director in the Companys Disputes and Investigations
practice for three years, serving clients in the manufacturing
and services industries. Before he joined the Company in December
2006, Mr. Kelly had held several positions within Deloitte
Touches Assurance and Advisory Services group, most recently as a
Senior Manager. Mr. Kelly is a registered certified public
accountant.

Mr. Kelly will continue to serve as the Companys Treasurer.

There is no family relationship existing between Mr. Kelly and
any executive officer or director of the Company. There have been
no transactions, and no transactions are currently proposed, in
which the Company was or is to be a participant and in which Mr.
Kelly or any member of his immediate family had or will have an
interest.

Senior Management Agreement for John D. Kelly

On January 5, 2017, in connection with the appointment of Mr.
Kelly as Chief Financial Officer of the Company, the Company
entered into a Senior Management Agreement, effective as of
January 3, 2017, with Mr. Kelly (the Kelly Agreement). Set forth
below is a brief description of the material terms of the Kelly
Agreement:

Term: to the Kelly Agreement, Mr. Kellys employment by the
Company will continue until such time as either Mr. Kelly or the
Company terminates his employment to the terms of the Kelly
Agreement.

Base Salary: The Kelly Agreement entitles Mr. Kelly to an annual
base salary. The amount of such base salary is not specified in
the Kelly Agreement. The Chief Executive Officer of the Company
will review Mr. Kellys compensation annually, based on his
performance and the Companys other compensation policies. Mr.
Kellys base salary may not be reduced without his consent unless
such reduction is part of a comparable overall reduction for
members of senior management of the Company. The Compensation
Committee of the Companys Board (the Compensation Committee) has
approved a new base salary of $325,000 for Mr. Kelly.

Annual Bonus: Each calendar year, Mr. Kelly will be eligible for
an annual bonus in an amount determined by the Compensation
Committee based on the Companys and Mr. Kellys performance and
the Companys compensation policies. For 2017, the Compensation
Committee has approved Mr. Kellys annual target bonus at 70% of
his base salary ($227,500).

Equity Awards: Mr. Kelly will generally be eligible to
participate in the Companys equity plans, with the amount and
terms of any equity awards being in the sole discretion of the
Compensation Committee based

on the Companys and Mr. Kellys performance and the Companys
compensation policies. The Compensation Committee has approved a
long-term equity incentive award for Mr. Kelly of 70% of his base
salary ($227,500), subject to the achievement of predetermined
objectives.

Other Benefits: Mr. Kelly will be eligible to participate in the
Companys various health and welfare benefit plans for its
similarly-situated key management employees.

Post-Termination Payments: If Mr. Kellys employment is terminated
by the Company without Cause (as defined in the Kelly Agreement)
or he resigns for Good Reason (as defined in the Kelly
Agreement), Mr. Kelly will be entitled to: (i) severance pay in
an amount equal to the sum of Mr. Kellys base salary and the
target bonus for the year of termination or resignation; (ii)
continuation of medical benefits for twelve (12) months upon the
same terms as exist from time to time for active
similarly-situated executives of the Company; and (iii) an amount
in cash equal to the annual bonus that Mr. Kelly would have
earned for the year of termination or resignation had he remained
employed for the year in which his termination or resignation
occurs based on satisfaction of Company performance targets,
prorated for the number of completed days of employment during
the year of termination or resignation.

Death or Permanent Disability.>If Mr. Kellys employment is
terminated due to Mr. Kellys death or permanent disability, then
Mr. Kelly or Mr. Kellys estate will be entitled to (i) an amount
in cash equal to the annual bonus that Mr. Kelly would have
earned for the year of his death or disability, prorated for the
number of completed days of employment during that year; (ii)
continuation of medical benefits for Mr. Kelly and his eligible
dependents upon the same terms as exist immediately prior to the
termination of employment for similarly-situated active
executives of the Company for the six (6)-month period
immediately following the termination of employment; and (iii)
full vesting of any outstanding time based equity awards granted
to Mr. Kelly.

Change of Control: If (i) Mr. Kellys employment is terminated by
the Company without Cause or if he resigns for a CoC Good Reason
(as defined in the Kelly Agreement), in either case, within two
(2) years following a Change of Control (as defined in the Kelly
Agreement) or (ii) Mr. Kelly reasonably demonstrates that his
termination by the Company (or an event which, had it occurred
after a Change of Control, would have constituted a CoC Good
Reason) prior to a Change of Control was attributable to, or
intended to facilitate, a Change of Control or was at the request
of a third party acting to effect a Change of Control, and a
Change of Control actually occurs within twelve (12) months of
such termination or resignation (each of (i) and (ii), a
Qualifying Termination), then Mr. Kelly will be entitled to: (a)
cash equal to one and one-half (1.5) times the sum of his annual
base salary and target bonus for the year of termination or
resignation; (b) cash equal to the target amount of his annual
bonus for the year of termination or resignation, prorated based
on the number of days employed in the year of termination or
resignation; and (c) continuation of medical benefits for
eighteen (18) months following the date of such termination or
resignation upon the same terms as exist for him immediately
prior to the termination or resignation date. In addition, in the
case of a Qualifying Termination that occurs prior to a Change of
Control, Mr. Kelly will be provided with a cash payment equal to
the difference between (i) the amount of the premium paid by him
for continuation of medical benefits under COBRA between the date
of the Qualifying Termination and the date of the Change of
Control and (ii) the amount of the premium that Mr. Kelly would
have paid for continuation of medical benefits during such period
had his coverage been continued during such period upon the same
terms as existed for him immediately prior to the termination or
resignation date. All of Mr. Kellys outstanding equity grants
that were awarded at or prior to the time of the Change of
Control will fully vest upon the occurrence of a Qualifying
Termination. The receipt of the benefits described in this
paragraph is conditioned on Mr. Kellys compliance with the
covenants, warranties, representations and agreements set forth
in the Kelly Agreement, as well as his execution and acceptance
of the terms and conditions of a general release in the standard
form used by the Company.

The Kelly Agreement further provides that if any amount, right or
benefit paid or payable to Mr. Kelly under the Kelly Agreement or
any other plan, program or arrangement would constitute an excess
parachute payment under Section 280G of the Internal Revenue Code
of 1986, as amended (the Code), subject to the excise tax imposed
by Section 4999 of the Code, then the amount of payments payable
to Mr. Kelly under the Kelly Agreement will be reduced to the
extent necessary so that no portion of such payments is subject
to such excise tax.

The foregoing description of the terms of the Kelly Agreement
does not purport to be a complete description of the Kelly
Agreement and is qualified in its entirety by reference to the
text of the Kelly Agreement, which is attached as Exhibit 10.1 to
this Form 8-K and is incorporated by reference into this Item
5.02.

Senior Management Agreement for James H. Roth

On January 5, 2017, the Company entered into a new Amended and
Restated Senior Management Agreement, effective as of January 1,
2017 with James H. Roth (the Roth Agreement). As described in
more detail below, the Roth Agreement consists of substantially
the same terms as the Amended and Restated Senior Management
Agreement previously entered into by the Company and Mr. Roth
except for the following material changes: (i) the amount of
severance payable to Mr. Roth in the event of a qualifying
termination or resignation changed from the sum of Mr. Roths base
salary and the target bonus for the year of termination to an
amount equal to two (2) times this sum; and (ii) the benefits
payable to Mr. Roth in the event of a Qualifying Termination (as
defined in the Roth Agreement) in connection with a Change of
Control (as defined in the Roth Agreement) changed from two (2)
times the sum of Mr. Roths base salary and the target bonus for
the year of termination to an amount two and a half (2.5) times
this sum; and (iii) a death and permanent disability benefit was
added.

The Roth Agreement supersedes and replaces the Amended and
Restated Senior Management Agreement previously entered into by
the Company and Mr. Roth. Set forth below is a brief description
of the material terms of the Roth Agreement, including the
changes described above:

Term: The Roth Agreement covers a term beginning on January 1,
2017, and continuing for three years from that date. Following
the expiration of that initial three-year term, the Roth
Agreement will be automatically renewed every twelve (12) months,
unless Mr. Roth or the Company provides sixty (60) days notice to
the other that such automatic renewal shall cease. The Roth
Agreement may be earlier terminated by Mr. Roth or the Company to
its terms.

Base Salary: The Roth Agreement entitles Mr. Roth to an annual
base salary. The amount of such base salary is not specified in
the Roth Agreement. The Board of the Company will review Mr.
Roths compensation annually, based on his performance and the
Companys other compensation policies. Mr. Roths base salary may
not be reduced without his consent unless such reduction is part
of a comparable overall reduction for members of senior
management of the Company.

Annual Bonus: Each calendar year Mr. Roth will be eligible for an
annual bonus in an amount determined by the Compensation
Committee based on the Companys and Mr. Roths performance and the
Companys compensation policies.

Equity Awards: Mr. Roth will generally be eligible to participate
in the Companys equity plans, with the amount and terms of any
equity awards being in the sole discretion of the Compensation
Committee based on the Companys and Mr. Roths performance and the
Companys compensation policies.

Other Benefits: Mr. Roth will be eligible to participate in the
Companys various health and welfare benefit plans for its
similarly-situated key management employees.

Post-Termination Payments: If Mr. Roths employment is terminated
by the Company without Cause (as defined in the Roth Agreement)
or he resigns for Good Reason (as defined in the Roth Agreement),
Mr. Roth will be entitled to: (i) severance pay in an amount
equal to two (2) times the sum of Mr. Roths base salary and the
target bonus for the year of termination or resignation; (ii)
continuation of medical benefits for twenty-four (24) months upon
the same terms as exist from time to time for active
similarly-situated executives of the Company; and (iii) an amount
in cash equal to the annual bonus that Mr. Roth would have earned
for the year of termination or resignation had he remained
employed for the year in which his termination or resignation
occurs based on satisfaction of Company performance targets,
prorated for the number of completed days of employment during
the year of termination or resignation.

Death or Permanent Disability.>If Mr. Roths employment is
terminated due to Mr. Roths death or permanent disability, then
Mr. Roth or Mr. Roths estate will be entitled to (i) an amount in
cash equal to the annual bonus that Mr. Roth would have earned
for the year of his death or disability, prorated for the number
of completed days of employment during that year; (ii)
continuation of medical benefits for Mr. Roth and his eligible
dependents upon the same terms as exist immediately prior to the
termination of employment for similarly-situated active
executives of the Company for the six (6)-month period
immediately following the termination of employment; and (iii)
full vesting of any outstanding time based equity awards granted
to Mr. Roth.

Change of Control: If (i) Mr. Roths employment is terminated by
the Company without Cause or if he resigns for a CoC Good Reason
(as defined in the Roth Agreement), in either case, within two
(2) years following a Change of Control or (ii) Mr. Roth
reasonably demonstrates that his termination by the Company (or
an event which, had it occurred after a Change of Control, would
have constituted a CoC Good Reason) prior to a Change of Control
was attributable to, or intended to facilitate, a Change of
Control or was at the request of a third party acting to effect a
Change of Control, and a Change of Control actually occurs within
twelve (12) months of such termination or resignation (each of
(i) and (ii), a Qualifying Termination), then Mr. Roth will be
entitled to: (a) cash equal to two and one-half (2.5) times the
sum of his annual base salary and target bonus for the year of
termination or resignation; (b) cash equal to the target amount
of his annual bonus for the year of termination or resignation,
prorated based on the number of days employed in the year of
termination or resignation; and (c) continuation of medical
benefits for thirty (30) months following the date of such
termination or resignation upon the same terms as exist for him
immediately prior to the termination or resignation date. In
addition, in the case of a Qualifying Termination that occurs
prior to a Change of Control, Mr. Roth will be provided with a
cash payment equal to the difference between (i) the amount of
the premium paid by him for continuation of medical benefits
under COBRA between the date of the Qualifying Termination and
the date of the Change of Control and (ii) the amount of the
premium that Mr. Roth would have paid for continuation of medical
benefits during such period had his coverage been continued
during such period upon the same terms as existed for him
immediately prior to the termination or resignation date. All of
Mr. Roths outstanding equity grants that were awarded at or prior
to the time of the Change of Control will fully vest upon the
occurrence of a Qualifying Termination. The receipt of the
benefits described in this paragraph is conditioned on Mr. Roths
compliance with the covenants, warranties, representations and
agreements set forth in the Roth Agreement, as well as his
execution and acceptance of the terms and conditions of a general
release in the standard form used by the Company.

The Roth Agreement further provides that if any amount, right or
benefit paid or payable to Mr. Roth under the Roth Agreement or
any other plan, program or arrangement would constitute an excess
parachute payment under Section 280G of the Code, subject to the
excise tax imposed by Section 4999 of the Code, then the amount
of payments payable to Mr. Roth under the Roth Agreement will be
reduced to the extent necessary so that no portion of such
payments is subject to such excise tax.

The foregoing description of the terms of the Roth Agreement does
not purport to be a complete description of the Roth Agreement
and is qualified in its entirety by reference to the text of the
Roth Agreement, which is attached as Exhibit 10.2 to this Form
8-K and is incorporated by reference into this Item 5.02.

Senior Management Agreement for C. Mark Hussey

On January 5, 2017, the Company entered into an amended and
restated Senior Management Agreement, effective as of January 1,
2017 with C. Mark Hussey (the Hussey Agreement). As described in
more detail below, the Hussey Agreement consists of substantially
the same terms as the Senior Management Agreement previously
entered into by the Company and Mr. Hussey except for the
following material changes: (i) the amount of severance payable
to Mr. Hussey in the event of certain termination or resignation
changed from an amount equal to six (6) months of Mr. Husseys
base salary to an amount equal to one and a half (1.5) times the
sum of Mr. Husseys base salary and his target bonus for the year
of termination; (ii) the benefits payable to Mr. Hussey in the
event of a Qualifying Termination (as defined in the Hussey
Agreement) in connection with a Change of Control (as defined in
the Hussey Agreement) changed from the sum of Mr. Husseys base
salary and the target bonus for the year of termination to an
amount equal to two (2) times this sum; and (iii) a death and
permanent disability benefit was added.

The Hussey Agreement supersedes and replaces the Senior
Management Agreement previously entered into by the Company and
Mr. Hussey. Set forth below is a brief description of the
material terms of the Hussey Agreement, including the changes
described above:

Term: to the Hussey Agreement, Mr. Husseys employment by the
Company will continue until such time as either Mr. Hussey or the
Company terminates his employment to the terms of the Hussey
Agreement.

Base Salary: The Hussey Agreement entitles Mr. Hussey to an
annual base salary. The amount of such base salary is not
specified in the Hussey Agreement. The Chief Executive Officer of
the Company will review Mr. Husseys compensation annually, based
on his performance and the Companys other compensation policies.
Mr. Husseys base salary may not be reduced without his consent
unless such reduction is part of a comparable overall reduction
for members of senior management of the Company.

Annual Bonus: Each calendar year, Mr. Hussey will be eligible for
an annual bonus in an amount determined by the Compensation
Committee based on the Companys and Mr. Husseys performance and
the Companys compensation policies.

Equity Awards: Mr. Hussey will generally be eligible to
participate in the Companys equity plans, with the amount and
terms of any equity awards being in the sole discretion of the
Compensation Committee based on the Companys and Mr. Husseys
performance and the Companys compensation policies.

Other Benefits: Mr. Hussey will be eligible to participate in the
Companys various health and welfare benefit plans for its
similarly-situated key management employees.

Post-Termination Payments: If Mr. Husseys employment is
terminated by the Company without Cause (as defined in the Hussey
Agreement) or he resigns for Good Reason (as defined in the
Hussey Agreement), Mr. Hussey will be entitled to: (i) severance
pay in an amount equal to one and a half (1.5) times the sum of
Mr. Husseys base salary and the target bonus for the year of
termination or resignation; (ii) continuation of medical benefits
for eighteen (18) months upon the same terms as exist from time
to time for active similarly-situated executives of the Company;
and (iii) an amount in cash equal to the annual bonus that Mr.
Hussey would have earned for the year of termination or
resignation had he remained employed for the year in which his
termination or resignation occurs based on satisfaction of

Company performance targets, prorated for the number of completed
days of employment during the year of termination or resignation.

Death or Permanent Disability.>If Mr. Husseys employment is
terminated due to Mr. Husseys death or permanent disability, then
Mr. Hussey or Mr. Husseys estate will be entitled to (i) an
amount in cash equal to the annual bonus that Mr. Hussey would
have earned for the year of his death or disability, prorated for
the number of completed days of employment during that year; (ii)
continuation of medical benefits for Mr. Hussey and his eligible
dependents upon the same terms as exist immediately prior to the
termination of employment for similarly-situated active
executives of the Company for the six (6)-month period
immediately following the termination of employment; and (iii)
full vesting of any outstanding time based equity awards granted
to Mr. Hussey.

Change of Control: If (i) Mr. Husseys employment is terminated by
the Company without Cause or if he resigns for a CoC Good Reason
(as defined in the Hussey Agreement), in either case, within two
(2) years following a Change of Control or (ii) Mr. Hussey
reasonably demonstrates that his termination by the Company (or
an event which, had it occurred after a Change of Control, would
have constituted a CoC Good Reason) prior to a Change of Control
was attributable to, or intended to facilitate, a Change of
Control or was at the request of a third party acting to effect a
Change of Control, and a Change of Control actually occurs within
twelve (12) months of such termination or resignation (each of
(i) and (ii), a Qualifying Termination), then Mr. Hussey will be
entitled to: (a) cash equal to two (2) times the sum of his
annual base salary and target bonus for the year of termination
or resignation; (b) cash equal to the target amount of his annual
bonus for the year of termination or resignation, prorated based
on the number of days employed in the year of termination or
resignation; and (c) continuation of medical benefits for
twenty-four (24) months following the date of such termination or
resignation upon the same terms as exist for him immediately
prior to the termination or resignation date. In addition, in the
case of a Qualifying Termination that occurs prior to a Change of
Control, Mr. Hussey will be provided with a cash payment equal to
the difference between (i) the amount of the premium paid by him
for continuation of medical benefits under COBRA between the date
of the Qualifying Termination and the date of the Change of
Control and (ii) the amount of the premium that Mr. Hussey would
have paid for continuation of medical benefits during such period
had his coverage been continued during such period upon the same
terms as existed for him immediately prior to the termination or
resignation date. All of Mr. Husseys outstanding equity grants
that were awarded at or prior to the time of the Change of
Control will fully vest upon the occurrence of a Qualifying
Termination. The receipt of the benefits described in this
paragraph is conditioned on Mr. Husseys compliance with the
covenants, warranties, representations and agreements set forth
in the Hussey Agreement, as well as his execution and acceptance
of the terms and conditions of a general release in the standard
form used by the Company.

The Hussey Agreement further provides that if any amount, right
or benefit paid or payable to Mr. Hussey under the Hussey
Agreement or any other plan, program or arrangement would
constitute an excess parachute payment under Section 280G of the
Code, subject to the excise tax imposed by Section 4999 of the
Code, then the amount of payments payable to Mr. Hussey under the
Hussey Agreement will be reduced to the extent necessary so that
no portion of such payments is subject to such excise tax.

The foregoing description of the terms of the Hussey Agreement
does not purport to be a complete description of the Hussey
Agreement and is qualified in its entirety by reference to the
text of the Hussey Agreement, which is attached as Exhibit 10.3
to this Form 8-K and is incorporated by reference into this Item
5.02.

Senior Management Agreement for Diane E. Ratekin

On January 5, 2017, the Company entered into an amended and
restated Senior Management Agreement, effective as of January 1,
2017 with Diane E. Ratekin (the Ratekin Agreement). As described
in more detail below, the Ratekin Agreement consists of
substantially the same terms as the Senior Management Agreement
previously entered into by the Company and Ms. Ratekin except for
the following material changes: (i) the amount of severance
payable to Ms. Ratekin in the event of certain termination or
resignation changed from an amount equal to six (6) months of Ms.
Ratekins base salary to an amount equal to the sum of Ms.
Ratekins base annual salary and her target bonus for the year of
termination; (ii) the amount payable to Ms. Ratekin in the event
of certain termination or resignation increased by an amount
equal to the annual bonus that Ms. Ratekin would have earned for
the year of termination or resignation, prorated for the number
of completed days of employment during the year of termination or
resignation; (iii) the benefits payable to Ms. Ratekin in the
event of a Qualifying Termination (as defined in the Ratekin
Agreement) in connection with a Change of Control (as defined in
the Ratekin Agreement) changed from the sum of Ms. Ratekins base
salary and the target bonus for the year of termination to an
amount equal to one and one half (1.5) times this sum; and (iv) a
death and permanent disability benefit was added.

The Ratekin Agreement supersedes and replaces the Senior
Management Agreement previously entered into by the Company and
Ms. Ratekin. Set forth below is a brief description of the
material terms of the Ratekin Agreement, including the changes
described above:

Term: to the Ratekin Agreement, Ms. Ratekins employment by the
Company will continue until such time as either Ms. Ratekin or
the Company terminates her employment to the terms of the Ratekin
Agreement.

Base Salary: The Ratekin Agreement entitles Ms. Ratekin to an
annual base salary. The amount of such base salary is not
specified in the Ratekin Agreement. The Chief Executive Officer
of the Company will review Ms. Ratekins compensation annually,
based on her performance and the Companys other compensation
policies. Ms. Ratekins base salary may not be reduced without her
consent unless such reduction is part of a comparable overall
reduction for members of senior management of the Company.

Annual Bonus: Each calendar year, Ms. Ratekin will be eligible
for an annual bonus in an amount determined by the Compensation
Committee based on the Companys and Ms. Ratekins performance and
the Companys compensation policies.

Equity Awards: Ms. Ratekin will generally be eligible to
participate in the Companys equity plans, with the amount and
terms of any equity awards being in the sole discretion of the
Compensation Committee based on the Companys and Ms. Ratekins
performance and the Companys compensation policies.

Other Benefits: Ms. Ratekin will be eligible to participate in
the Companys various health and welfare benefit plans for its
similarly-situated key management employees.

Post-Termination Payments: If Ms. Ratekins employment is
terminated by the Company without Cause (as defined in the
Ratekin Agreement) or she resigns for Good Reason (as defined in
the Ratekin Agreement), Ms. Ratekin will be entitled to: (i)
severance pay in an amount equal to the sum of Ms. Ratekins
annual base salary and the target bonus for the year of
termination or resignation; (ii) continuation of medical benefits
for twelve (12) months upon the same terms as exist from time to
time for active similarly-situated executives of the Company; and
(iii) an amount in cash equal to the annual bonus that Ms.
Ratekin would have earned for the year of termination or
resignation had she remained employed for the year in which her
termination or resignation occurs based on satisfaction of
Company

performance targets, prorated for the number of completed days of
employment during the year of termination or resignation.

Death or Permanent Disability.>If Ms. Ratekins employment is
terminated due to Ms. Ratekins death or permanent disability,
then Ms. Ratekin or Ms. Ratekins estate will be entitled to (i)
an amount in cash equal to the annual bonus that Ms. Ratekin
would have earned for the year of her death or disability,
prorated for the number of completed days of employment during
that year; (ii) continuation of medical benefits for Ms. Ratekin
and her eligible dependents upon the same terms as exist
immediately prior to the termination of employment for
similarly-situated active executives of the Company for the six
(6)-month period immediately following the termination of
employment; and (iii) full vesting of any outstanding time based
equity awards granted to Ms. Ratekin.

Change of Control: If (i) Ms. Ratekins employment is terminated
by the Company without Cause or if she resigns for a CoC Good
Reason (as defined in the Ratekin Agreement), in either case,
within two (2) years following a Change of Control or (ii) Ms.
Ratekin reasonably demonstrates that her termination by the
Company (or an event which, had it occurred after a Change of
Control, would have constituted a CoC Good Reason) prior to a
Change of Control was attributable to, or intended to facilitate,
a Change of Control or was at the request of a third party acting
to effect a Change of Control, and a Change of Control actually
occurs within twelve (12) months of such termination or
resignation (each of (i) and (ii), a Qualifying Termination),
then Ms. Ratekin will be entitled to: (a) cash equal to one and a
half (1.5) times the sum of her annual base salary and target
bonus for the year of termination or resignation; (b) cash equal
to the target amount of her annual bonus for the year of
termination or resignation, prorated based on the number of days
employed in the year of termination or resignation; and (c)
continuation of medical benefits for eighteen (18) months
following the date of such termination or resignation upon the
same terms as exist for her immediately prior to the termination
or resignation date. In addition, in the case of a Qualifying
Termination that occurs prior to a Change of Control, Ms. Ratekin
will be provided with a cash payment equal to the difference
between (i) the amount of the premium paid by her for
continuation of medical benefits under COBRA between the date of
the Qualifying Termination and the date of the Change of Control
and (ii) the amount of the premium that Ms. Ratekin would have
paid for continuation of medical benefits during such period had
her coverage been continued during such period upon the same
terms as existed for her immediately prior to the termination or
resignation date. All of Ms. Ratekins outstanding equity grants
that were awarded at or prior to the time of the Change of
Control will fully vest upon the occurrence of a Qualifying
Termination. The receipt of the benefits described in this
paragraph is conditioned on Ms. Ratekins compliance with the
covenants, warranties, representations and agreements set forth
in the Ratekin Agreement, as well as her execution and acceptance
of the terms and conditions of a general release in the standard
form used by the Company.

The Ratekin Agreement further provides that if any amount, right
or benefit paid or payable to Ms. Ratekin under the Ratekin
Agreement or any other plan, program or arrangement would
constitute an excess parachute payment under Section 280G of the
Code, subject to the excise tax imposed by Section 4999 of the
Code, then the amount of payments payable to Ms. Ratekin under
the Ratekin Agreement will be reduced to the extent necessary so
that no portion of such payments is subject to such excise tax.

The foregoing description of the terms of the Ratekin Agreement
does not purport to be a complete description of the Ratekin
Agreement and is qualified in its entirety by reference to the
text of the Ratekin Agreement, which is attached as Exhibit 10.4
to this Form 8-K and is incorporated by reference into this Item
5.02.

(d) Exhibits