Delaware
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36-2681268
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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Before joining the Company, Ms. Pepping, age 48, served as the Vice President of Finance & Accounting of AAR Corp, a publicly held provider of value-added products and services to the worldwide aerospace and government/defense industries from March 2012 until February 2013. Ms. Pepping also served as Vice President and Controller of Nicor Inc., from July 2006 until December 2011. Ms. Pepping joined Nicor Inc. in July 2003 as Assistant Controller and served as Assistant Vice President and Controller from June 2005 until July 2006. She is a certified public accountant, has a master's degree in finance and has over 25 years of experience in the accounting field.
The Company entered into an employment agreement with Ms. Pepping as of February 26, 2013 in connection with her employment with the Company, which was amended in connection with her appointment as chief accounting officer as of May 8, 2013. The agreement provides for an annual base salary of $265,000, participation in the company's Management Incentive Plan ("MIP") at the Tier II level, a target bonus opportunity equal to 50% of base salary, participation in the Company's Management Severance Pay Plan ("Severance Plan") at the Tier II level, participation in the Company's equity programs, and participation in the Company's benefit plans at the same level as other senior executives. Full descriptions of the Company's benefit and compensation plans are contained in the Company's proxy statement which was filed with the SEC on April 24, 2013 and is incorporated herein by reference. The agreement contains one-year post-termination non-solicitation and non-competition restrictions. A copy of the employment agreement between the Company and Ms. Pepping is attached hereto as Exhibit 99.2 and is incorporated herein by this reference. The foregoing description of the terms of the Agreement is qualified in its entirety by reference to the full text of the Agreement.
99.02 Employment Agreement by and between Heidrick & Struggles International, Inc. and Karen K. Pepping as of May 8, 2013.
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
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Date: May 10, 2013
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By:
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/s/ Stephen W. Beard
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Stephen W. Beard
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EVP, General Counsel and Chief Administrative Officer
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Exhibit No.
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Description
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EX-99.01
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Press Release dated May 8, 2013.
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EX-99.02
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Employment Agreement by and between Heidrick & Struggles International, Inc. and Karen K. Pepping as of May 8, 2013
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