Huron Consulting Group Inc.

AMENDMENT TO THE HURON CONSULTING GROUP INC.

STOCK OWNERSHIP PARTICIPATION PROGRAM

THIS AMENDMENT (this "Amendment") to the Huron Consulting Group Inc. Stock Ownership Participation Program, (the

"Plan") is adopted by the Board of Directors (the "Board") of Huron Consulting Group Inc., a Delaware corporation (the

"Company"), on March 19, 2025, effective as of the date of the Company's Annual Meeting of Stockholders that occurs in

2025, provided that it is approved by the Company's stockholders on that date (the "Amendment Date"). Any capitalized terms

used and not defined herein shall have the meaning set forth in the Plan.

WHEREAS, pursuant to Section 16 of the Plan, the Board or Compensation Committee may at any time revise or amend the

Plan, provided that no amendment to the Plan will be made without the approval of the Company's stockholders if such

amendment would increase the aggregate number of shares of Common Stock that may be issued under the Plan; and

WHEREAS, the Board has determined to amend the Plan in the manner set forth below, subject to approval by the

stockholders:

NOW, THEREFORE, the Plan is hereby amended as follows, subject to approval by the stockholders:

1. The first sentence of Section 13 (b) of the Plan is hereby amended and restated in its entirety as follows:“(b) Subject

to adjustment upon changes in capitalization of the Company as provided in Section 15 hereof or as otherwise set

forth herein, the maximum number of Shares which shall be made available for sale or issuance under the Plan shall

be one million and fifty thousand (1,050,000) shares (comprised of: (i) the three hundred thousand (300,000) shares

of Common Stock authorized under the Plan as originally adopted; (ii) an additional four hundred thousand (400,000)

shares of Common Stock authorized in the amendment of the Plan effective May 8, 2020; (iii) an additional two

hundred thousand (200,000) shares of Common Stock authorized in the amendment of the Plan effective May 3,

2024, and (iv) an additional one hundred and fifty thousand (150,000) shares of Common Stock authorized in the

amendment of the Plan effective May 9, 2025.”

2. This Amendment shall be and, as of the Amendment Date, is hereby incorporated in and forms a part of the Plan.

3. This Amendment and all determinations made and actions taken pursuant hereto shall be governed by the laws of the

State of Delaware without reference to its principles of conflicts of law.

4. Except as amended above, the Plan shall remain in full force and effect.

HURON CONSULTING GROUP INC. STOCK OWNERSHIP

PARTICIPATION PROGRAM (AS AMENDED EFFECTIVE

MARCH 22, 2024)

1. Purpose and History. The purpose of the Huron Consulting Group Inc. (the “Company”) Stock Ownership Participation

Program (the “Plan”) is to provide eligible Employees of the Company and Participating Subsidiaries with an opportunity to

purchase common stock of the Company through payroll deductions and, through such ownership, to promote alignment

with the interests of stockholders of the Company, to stimulate their commitment to the business objectives of the

Company and to maintain their motivation through the opportunity to share in the growth of the Company. The Plan is not

intended to qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as

amended.

The Plan was originally adopted in 2005 as part of the Company’s Omnibus Incentive Plan, as amended, (the “Omnibus

Plan”) to provide eligible Employees an annual opportunity to purchase common stock of the Company through

deductions from Annual Incentive Bonuses. In 2011, the Plan was amended to provide eligible Employees additional

quarterly opportunities to purchase common stock through regular payroll deductions and cash contributions. The Plan

was further restated effective June 1, 2015 as a standalone plan; amended on May 8, 2020 to increase the shares

available under the Plan; and amended on December 1, 2020 to reflect some administrative type changes. Common stock

of the Company purchased or granted hereunder shall be subject to the terms and conditions of this Plan and, as

applicable, the restricted share grant agreements issued hereunder. This document memorializes the terms of the Plan on

and after November 23, 2022.

2. Definitions. As used herein, the terms set forth below have the meanings assigned to them in this Section 2 and shall

include the plural as well as the singular.

(a)“1933 Act” means the Securities Act of 1933, as amended.

(b)“1934 Act” means the Securities Exchange Act of 1934, as amended.

(c)“Annual Incentive Bonus” means a Participant’s annual incentive bonus.

(d)“Base Salary” means regular earnings excluding payments for overtime, bonuses, and all other special payments,

commissions, and incentive payments.

(e)“Board of Directors” or “Board” means the board of directors of Huron Consulting Group Inc.

(f)“Bonus Offering Period” means an annual offering of the Company’s Shares beginning and terminating on the

dates selected by the Company.

(g)“Broker” means the brokerage firm or financial institution retained to perform administrative services described in

Section 11(b).

(h)“Business Day” shall mean a day on which the Nasdaq Stock Market (“Nasdaq”) is open for trading.

(i)“Brokerage Account” means the account in which the Purchased Shares and Matched Shares are held.

(j)“Code” means the Internal Revenue Code of 1986, as amended from time to time.

(k)“Committee” means the Compensation Committee of the Board, or, to the extent the Compensation Committee of

the Board has delegated certain administrative authority over the Plan to the Internal Committee, then the Internal

Committee.

(l)“Company” means Huron Consulting Group Inc.

(m)“Effective Date” means March 22, 2024.

(n)“Employee” means any individual who is an employee of the Company or any other Participating Subsidiary for tax

purposes and who is employed on a non-temporary basis; for the avoidance of doubt, employees who are deemed by

the Company to be interns or temporary employees are not “Employees” for purposes of the Plan. For purposes of

the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or

other leave of absence approved by the Company or the Participating Subsidiary, as appropriate; provided, however,

that payroll deductions pursuant to Section 5 shall cease during a Participant’s unpaid leave.

(o)“Enrollment Date” means the first Business Day of each Offering Period and Bonus Offering Period.

(p)“Internal Committee” means a committee comprised of the Company’s Chief Human Resources Officer and Chief

Financial Officer.

(q)“Matched Shares” means the restricted Shares issued pursuant to Section 8 of the Plan.

(r)“Offering Period” means the quarterly offerings of the Company’s Shares beginning on the first day of January, the

first day of April, the first day of July and the first day of October, and terminating, respectively, on the last day of

March, the last day of June, the last day of September, and the last day of December.

(s)“Participant” means an Employee who satisfies the requirements of Sections 3 and 4 of the Plan.

(t)“Participating Subsidiary” means a Subsidiary that has been authorized by the Committee or the Board to extend

the benefits of the Plan to its Employees. The Committee or the Board may extend the Plan to a Subsidiary in the

future.

(u)“Purchase Account” means the bookkeeping account used to track a Participant’s payroll deductions to be applied

to purchase Shares under the Plan.

(v)“Purchase Date” generally means the next Business Day following the last payroll date in the Offering Period or

Bonus Offering Period, or such other date as shall be established by the Internal Committee.

(w)“Purchase Price” means the average price of the Shares purchased for this Plan by the Broker on a Purchase Date.

(x)“Purchased Shares” means the full and fractional Shares added to a Participant’s Brokerage Account on a

Purchase Date.

(y)“Shares” means the common stock of the Company.

(z)“Subsidiary” means an entity, domestic or foreign, of which not less than 50% of the voting equity is held by the

Company or a Subsidiary, whether or not such entity now exists or is hereafter organized or acquired by the

Company or a Subsidiary.

3. Eligibility. Employees of the Company or a Participating Subsidiary who are: (i) below the Managing Director level, and

(ii) employed in a position other than that of Project Consultant, shall be eligible to participate in the Plan.

4. Participation. An eligible Employee may become a Participant in the Plan as of an Enrollment Date by making an online

election prior to the applicable Enrollment Date in accordance with the process established by the Internal Committee.

The election shall set forth the amount of the Participant’s Base Salary or Annual Incentive Bonus, as applicable, to be

subject to after-tax payroll deductions pursuant to the Plan.

5. Payroll Deductions.

(a)Subject to the limits per Section 5(c) below, a Participant may elect to have after-tax payroll deductions from his or

her Base Salary during an Offering Period subject to a minimum and a maximum as set by the Committee from time

to time. All payroll deductions made by a Participant shall be credited to his or her Purchase Account. Payroll

deductions for a Participant shall commence on the first full payroll period following the Enrollment Date and shall

continue for each payroll period thereafter during the Offering Period and each subsequent Offering Period unless: (i)

changed in connection with a subsequent Enrollment Date; or (ii) terminated as provided in Section 10 of the Plan.

For the avoidance of doubt, once an election has been made with respect an Offering Period, the election will remain

in place for the duration of such Offering Period and may not be canceled or otherwise changed during such Offering

Period.

(b)Subject to the limits per Section 5(c) below, a Participant may elect to have after-tax payroll deductions from his or

her Annual Incentive Bonus made during the Bonus Offering Period subject to a minimum and a maximum as set by

the Committee from time to time. Such after-tax payroll deduction shall be taken from the Participant’s Annual

Incentive Bonus and credited to his or her Purchase Account. Following the Enrollment Date for each Bonus Offering

Period, a Participant may not change his or her payroll deduction with respect to the Bonus Offering Period (subject

to changes needed due to the minimum and maximum limitations per Section 5(c) below). A new after-tax payroll

deduction election must be submitted by the Participant for each Bonus Offering Period.

(c)The aggregate minimum contribution amounts per Participant from payroll deductions under Sections 5(a) and 5(b)

shall be as set by the Committee from time to time. The aggregate calendar year maximum contribution amount per

Participant from payroll deductions under Sections 5(a) and 5(b) shall be as set by the Committee from time to time.

(d)Any contribution elections made pursuant to Sections 5(a) and 5(b) will be deducted after all taxes, deductions

pursuant to any Company-sponsored retirement and/or health and welfare plan, and any other legally required

deductions have been made. If, after all other such deductions have been made, there are insufficient funds with

which to effectuate contribution elections made pursuant to Section 5(a) or 5(b), as applicable, then the Internal

Committee reserves the right to reduce such contribution elections to zero or take any other actions as the Internal

Committee, in its sole discretion, deems appropriate.

6. Purchase. On each Purchase Date, in exchange for the applicable proceeds in the Participant’s Purchase Account, a

number of full and fractional Shares shall be added to the Participant’s Brokerage Account, with such number determined

by dividing (a) the applicable proceeds accumulated during the Offering Period or the Bonus Offering Period, as

applicable, and in the Participant’s Purchase Account as of the Purchase Date, by (b) the applicable Purchase Price;

provided, however, that such number of shares shall be subject to the limitations set forth in Section 13.

7. Purchased Shares. Upon each Purchase Date, the Participant shall be deemed to have consented to the deposit of all of

his or her Purchased Shares in his or her Brokerage Account. A Participant (or if the Participant has died, his or her

executor or personal representative) may instruct the Broker (either in writing or in accordance with such procedures as

established by the Broker) to (i) sell the Participant’s Purchased Shares through the Brokerage Account at any time, and

(ii) pay over to such Participant (or executor or personal representative) the proceeds (less any expenses, fees and

withholding taxes, including, without limitation, wage and employment withholding taxes) of such sale. Any such sale is

subject to the applicable Company policies including, without limitation, the Company’s Insider Trading Policy. In addition,

a Participant (or executor or personal representative) may withdraw the Participant’s Purchased Shares at any time at his

or her own expense; any withdrawn fractional Shares will be paid in cash. Such withdrawal shall be contingent on the

Participant satisfying all income tax obligations.

8. Matched Shares.

(a)Promptly after the Purchase Date, the Participant shall be granted a number of restricted Shares equal to twenty-five

percent (25%) of the Participant’s Purchased Shares for the Offering Period or Bonus Offering Period (with such

number rounded up to the nearest whole Share) (the “Matched Shares”). The terms of the Matched Shares, including

the number of Shares granted and the vesting requirements, shall be set forth in a separate restricted Share grant

agreement (“Grant Agreement”) delivered to the Participant at the time of the Matched Shares grant. Notwithstanding

anything contained in the Grant Agreement, in the event of a Participant’s approved, unpaid leave of absence lasting

more than thirty (30) days, the vesting date or dates for the Participant’s Matched Shares shall be extended by a

number of days equal to the total length of the Participant’s approved, unpaid leave of absence.

(b)The Participant shall be solely responsible for paying to the Company all required federal, state, city and local income

and employment taxes which arise upon vesting of the Matched Shares. Unless the Participant makes advance

arrangements to make such payment in cash, the Company shall satisfy any withholding tax obligation by retaining a

number of Matched Shares equal to the amount of the minimum withholding tax to be satisfied. Any Matched Shares

retained to satisfy a tax withholding obligation shall be available again under the Plan to be Purchased Shares or

Matched Shares.

9. Withdrawal. A Participant may withdraw from the Plan by making an online withdrawal election prior to the applicable

Enrollment Date in accordance with the process established by the Internal Committee. Once a withdrawal becomes

effective, no further payroll deductions for the purchase of Shares will be made under the Plan unless the Participant

properly completes and submits new enrollment documents by the deadline prescribed by the Internal Committee. A

Participant’s withdrawal will not have any effect upon his or her eligibility to participate in the Plan in subsequent Offering

Periods or Bonus Offering Periods or in any similar plan that may be adopted by the Company.

10. Termination of Employment; Cessation of Eligibility.

(a)Upon termination of a Participant’s employment for any reason prior to a Purchase Date, whether voluntary or

involuntary, including retirement, death, or as a result of liquidation, dissolution, sale, merger or a similar event

affecting the Company or a Participating Subsidiary, or (ii) cessation of a Participant’s eligibility for the Plan, due to his

or her promotion to the Managing Director level or above or transfer into the position of Project Consultant prior to a

Purchase Date, the payroll deductions credited to the Participant’s Purchase Account will be returned to him or her

and no further payroll deductions shall be credited to the Participant’s Purchase Account.

(b)Upon termination of a Participant’s employment due to (i) death or (ii) being Disabled, any then-unvested Matched

Shares shall become fully vested on the date on which the Participant’s employment terminates due to the

Participant’s death or as a result of the Participant’s being Disabled. "Disabled" shall mean permanently and totally

disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code.

(c)Upon termination of a Participant’s employment due to any reason other than (i) death or (ii) being Disabled, any

then-unvested Matched Shares shall be forfeited. Any forfeited Matched Shares shall be available again under the

Plan to be Purchased Shares or Matched Shares.

11. Administration.

(a)The Committee shall have the discretionary authority to determine the time and frequency of Offering Periods and

Bonus Offering Periods, the terms and conditions for the purchase of Shares and the receipt of Matched Shares, the

percentage for Matched Shares, and any other term or feature of the Plan that affects the cost of the Plan to the

Company.

(b)The Internal Committee shall have the discretionary authority to do everything necessary and appropriate to

administer the operations of the Plan, including, without limitation, interpreting the provisions of the Plan, and setting

and revising operational procedures from time to time.

(c)All actions, decisions and determinations of, and interpretations by, the Committee or the Internal Committee with

respect to the Plan shall be final and binding upon all Participants and upon their executors, administrators, personal

representatives, heirs and legatees. No member of the Board of Directors, the Compensation Committee of the Board

of Directors, or the Internal Committee shall be liable for any action, decision, determination or interpretation made in

good faith with respect to the Plan or any right granted hereunder.

(d)Broker. The Company, the Board, the Committee, or the Internal Committee shall engage the Broker to perform

certain ministerial and procedural duties under the Plan including, but not limited to, mailing and receiving notices

contemplated under the Plan, determining the number of Purchased Shares for each Participant, maintaining or

causing to be maintained the Purchase Account and the Brokerage Account, disbursing funds maintained in the

Purchase Account or proceeds from the sale of Shares through the Brokerage Account, and filing with the appropriate

tax authorities proper tax returns and forms (including information returns) and providing to each Participant

statements as required by law or regulation.

(e)Claims Procedures. Any person claiming a benefit, or requesting an interpretation or ruling under the Plan, or

requesting information under the Plan, shall present his or her request in writing to the Internal Committee. Whenever

a request for benefits under the Plan is wholly or partially denied, the Internal Committee shall notify the person

claiming such benefits of its decision in writing. Such notification shall contain (1) specific reasons for the denial of the

claim, (2) specific reference to pertinent Plan provisions, (3) a description of any additional material or information

necessary for such person to perfect such claim and an explanation of why such material or information is necessary,

and (4) information as to the steps to be taken if the person wishes to submit a request for review. Such notification

shall be given within 90 days after the claim is received by the Internal Committee (or within 180 days, if special

circumstances require an extension of time for processing the claim, and if written notice of such extension and

circumstances is given to such person within the initial 90-day period). Within 60 days after the date on which a

person receives a written notice of a denied claim, such person (or his or her duly authorized representative) may (1)

file a written request with the Internal Committee for a review of his or her denied claim and of pertinent documents

and (2) submit written issues and comments to the Internal Committee. The Internal Committee shall notify such

person of its decision in writing. Such notification shall be written in a manner calculated to be understood by such

person and shall contain specific reasons for the decision as well as specific references to pertinent Plan provisions.

The decision on review shall be made within 60 days after the request for review is received by the Internal

Committee (or within 120 days, if special circumstances require an extension of time for processing the request, such

as an election by the Internal Committee to hold a hearing, and if written notice of such extension and circumstances

is given to such person within the initial 60-day period). A Participant may not file a lawsuit until all administrative

remedies under the Plan have been exhausted.

(f)Indemnification. No member of the Board of Directors, the Committee, or the Internal Committee, nor any officer or

other employee of the Company acting on behalf of the Board of Directors, the Committee, or the Internal Committee

shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to

the Plan, and all members of the Board of Directors, the Committee, and the Internal Committee, each officer of the

Company and each employee of the Company acting on behalf of the Board of Directors, the Committee, of the

Internal Committee shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect

of any such action, determination, or interpretation.

12. Interest; Use of Funds. No interest shall accrue on the payroll deductions of a Participant to the Plan. All Participant

payroll deductions received or held by the Company under this Plan may be used by the Company for any corporate

purpose and the Company shall not be obligated to segregate such Participant payroll deductions.

13. Stock.

(a)The Shares placed into the Brokerage Accounts via this Plan shall be: (i) common stock of the Company; (ii)

registered securities as required under the 1933 Act and the 1934 Act; (iii) listed on the Nasdaq or on such other

exchange as the Shares may be listed; and (iv) either authorized but unissued shares, treasury shares, or shares

purchased by the Company on the open market.

(b)Subject to adjustment upon changes in capitalization of the Company as provided in Section 15, the maximum

number of Shares made available for sale or issuance under the Plan shall be nine hundred thousand (900,000)

shares (comprised of: (i) the three hundred thousand (300,000) shares of Common Stock authorized under the Plan

as originally adopted; (ii) an additional four hundred thousand (400,000) shares of Common Stock authorized in the

amendment of the Plan effective May 8, 2020; and (iii) an additional two hundred thousand (200,000) shares of

Common Stock authorized in the amendment of the Plan effective May 3, 2024.) If, on a given Purchase Date, the

number of Shares to be allocated to Participants’ Brokerage Accounts and the corresponding Matched Shares

exceed the number of Shares then available under the Plan, a pro rata allocation of the Shares remaining available

shall be made in as uniform a manner as shall be practicable and as shall be determined to be equitable.

(c)The Participant agrees that the right to vote any Matched Shares which have not vested will be held by the Company

and the Participant shall be required to execute an irrevocable proxy in favor of the Company for the Matched Shares

in the form supplied by the Company.

14. Assignability. Neither the payroll deductions credited to a Participant’s Purchase Account, nor any rights to receive

Shares under the Plan, may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will and

the laws of descent and distribution) by the Participant. Any such attempt at assignment, transfer, pledge or other

disposition shall be without effect, except that the Internal Committee may treat such act as an election to withdraw in

accordance with Section 9 hereof.

15. Adjustment to Number of Shares.

(a)Adjustment. Subject to any required action by the stockholders of the Company, the number of Shares each

Participant may acquire per Offering Period or Bonus Offering Period, as well as the price per Share, shall be

proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split,

reverse stock split, stock dividend, combination or reclassification of the common stock of the Company, or any other

increase or decrease in the number of Shares effected without receipt of consideration by the Company; provided,

however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected

without receipt of consideration.” Such adjustment shall be made by the Board or the Committee, whose

determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance

by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall

affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares to be

credited to a Participant’s Brokerage Account on a Purchase Date.

(b)Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the

merger of the Company with or into another corporation, the terms and conditions of the then-outstanding Offering

Period and Bonus Offering Period shall be assumed or an equivalent option substituted by the successor corporation

or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to so

assume or substitute, then either, in the discretion of the Committee:

(i) The Offering Period and/or Bonus Offering Period then in progress shall be shortened by setting a new

Purchase Date (the “New Purchase Date”). The New Purchase Date shall be before the date of the

Company’s proposed sale or merger. Each Participant shall be notified in writing, as soon as administratively

practicable prior to the New Purchase Date, that the Purchase Date has been changed to the New Purchase

Date and that the stock shall be allocated to the Participant’s Brokerage Account on the New Purchase Date,

except to the extent that, prior to such date, the Participant withdraws from the Offering Period as provided

in Section 9 hereof; or

(ii)The Offering Period and/or Bonus Offering Period then in progress shall be cancelled and any amounts

accumulated in the Purchase Share Account shall be returned to the Participant.

16. Amendments or Termination of the Plan.

(a)Subject to Section 16(b) below: (i) the Board of Directors or the Committee may at any time and for any reason

terminate or discontinue the Plan without notice, and (ii) the Committee may at any time and for any reason amend,

modify, or suspend the Plan without notice. To the extent necessary to comply with any applicable law, regulation or

stock exchange rule, the Company shall obtain stockholder approval in such a manner and to such a degree as

required.

(b)No Participant’s existing rights in respect of a current Offering Period or Bonus Offering Period may be adversely

affected by an action taken per Section 16(a) above, and, upon any such amendment or modification, all Participants

shall continue to have the same rights and privileges in respect of a current Offering Period and a current Bonus

Offering Period.

(c)Without stockholder consent and without regard to whether any Participant rights may be considered to have been

“adversely affected”: (i) the Committee shall be entitled to change the Offering Periods or Bonus Offering Periods,

alter the frequency and/or number of changes in the amount withheld during an Offering Period or Bonus Offering

Period; and (ii) the Internal Committee shall be entitled to permit payroll withholding in excess of the amount

designated by a Participant in order to adjust for delays or mistakes in the Company’s processing of properly

completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and

crediting procedures to ensure that amounts applied toward the purchase of Shares for each Participant properly

correspond with amounts withheld from each such Participant’s compensation, and establish such other limitations or

procedures as the Internal Committee determines in its sole discretion advisable which are consistent with the Plan.

Notwithstanding the forgoing, changes to (x) the Offering Period or Bonus Offering Period, or (y) the maximum

amount of Base Salary or Annual Incentive Bonus that may be deducted pursuant to Section 5(a) or 5(b) shall not be

effective until communicated to Participants in a reasonable manner, with the determination of such reasonable

manner in the discretion of the Internal Committee.

17. No Other Obligations. Participation in the Plan does not constitute an agreement or an understanding, express or

implied, on the part of the Company to employ the Participant for any specified period.

18. Notices. Any notice which the Company or any Participant may be required or permitted to give to the other shall be in

writing and may be delivered personally or by mail, postage prepaid, addressed: if to the Company, to such address as

the Internal Committee, by notice to such Participant, may designate in writing from time to time; and, if to the Participant,

at his or her address as shown on the payroll records of the Company.

19. Conditions Upon Issuance of Shares.

(a)Shares shall not be placed in a Brokerage Account unless the purchase of such Shares and the issuance and

delivery of such Shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign,

including, without limitation, the 1933 Act, the 1934 Act and the rules and regulations promulgated under such Acts,

and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject

to the approval of counsel for the Company with respect to such compliance.

(b)As a condition to receive Shares, the Internal Committee may require the person receiving such Shares to represent

and warrant at the time of any such receipt that the Shares are being acquired only for investment and without any

present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation

is required by any of the aforementioned applicable provisions of law.

(c)With respect to Employees who are citizens or residents of a foreign jurisdiction (“International Employees”), the

Internal Committee may amend the terms of the Plan for such Participants in order to conform such terms with the

provisions of local law, and the Internal Committee may, where appropriate, establish one or more sub-plans to reflect

such amended or varied provisions, not otherwise inconsistent with the purposes of the Plan (each a “Sub-Plan”).

20. General Compliance. The Plan will be administered in compliance with the 1933 Act, 1934 Act and all other applicable

securities laws and Company policies, including without limitation, the Company’s Insider Trading Policy.

21. Term of the Plan. The Plan shall continue in effect until May 3, 2034, unless sooner terminated under Section 16.

22. Governing Law. The Plan and all rights granted hereunder shall be construed in accordance with and governed by the

laws of the State of Illinois without reference to choice of law principles.

SCHEDULE A

Subsidiaries Participating in the Plan

Huron Consulting Services LLC,

Huron Advisors Canada Limited / Conseillers Huron Canada Limitée,

and, of the below-listed companies, each effective as of the applicable acquisition date:

Innosight Consulting, LLC

Huron Managed Services LLC

Huron Consulting Services U.K. Limited

Huron Eurasia India Private Limited

Appendix C

NON-GAAP FINANCIAL MEASURES

We assess our results of operations and calculate our executives’ annual and long-term incentive pay, in part, using the

following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted

EBITDA, adjusted EBITDA as a percentage of revenues before reimbursable expenses, adjusted net income, adjusted diluted

earnings per share, free cash flow and organic revenues. These non-GAAP financial measures differ from GAAP because they

exclude a number of items required by GAAP, each discussed below. These non-GAAP financial measures should be

considered in addition to, and not as a substitute for or superior to, any measure of performance, cash flows, or liquidity

prepared in accordance with GAAP. Our non-GAAP financial measures may be defined differently from time to time and may

be defined differently than similar terms used by other companies, and accordingly, care should be exercised in understanding

how we define our non-GAAP financial measures.

Our management uses the non-GAAP financial measures to gain an understanding of our comparative operating performance,

for example when comparing such results with previous periods or forecasts. These non-GAAP financial measures are used

by management in their financial and operating decision making because management believes they reflect our ongoing

business in a manner that allows for meaningful period-to-period comparisons. Management also uses these non-GAAP

financial measures when publicly providing our business outlook, for internal management purposes, and as a basis for

evaluating potential acquisitions and dispositions. We believe that these non-GAAP financial measures provide useful

information to investors and others in understanding and evaluating Huron’s current operating performance and future

prospects in the same manner as management does and in comparing in a consistent manner Huron’s current financial results

with Huron’s past financial results. Additionally, the Compensation Committee uses these metrics, in part, to determine annual

and long-term incentive pay under the executive compensation program.

These non-GAAP financial measures include adjustments for the following items:

Amortization of intangible assets: We exclude the effect of amortization of intangible assets from the calculation of adjusted net

income, as it is inconsistent in its amount and frequency and is significantly affected by the timing and size of our acquisitions.

Restructuring charges: We have incurred charges due to restructuring various parts of our business. These restructuring

charges have primarily consisted of costs associated with office space consolidations, including lease impairment charges and

accelerated depreciation on lease-related property and equipment, and employee severance charges. We exclude the effect of

the restructuring charges from our non-GAAP measures to permit comparability with periods that were not impacted by these

items. We do not include normal, recurring, cash operating expenses in our restructuring charges.

2024 litigation settlement gain: In the second quarter of 2024, we settled a litigation matter in which Huron was the plaintiff for

$15.0 million, on a pre-tax basis. This $15.0 million settlement gain was recorded as a component of other gains, net on our

consolidated statement of operations. We have excluded from our non-GAAP measures $11.7 million, which is the value of the

settlement gain that exceeds the third-party legal costs of $3.3 million incurred during 2024 specific to this litigation matter, as

this net gain is not indicative of the ongoing performance of our business. Third-party legal costs incurred for this litigation

matter in 2023 were $4.0 million. Our third-party legal expenses are recorded as a component of selling, general and

administrative expenses on our statement of operations.

Other losses (gains), net: We exclude the effects of other losses and gains, which primarily relate to changes in the estimated

fair value of our liabilities for contingent consideration related to business acquisitions and litigation settlement losses and

gains, excluding the 2024 litigation settlement gain presented separately, to permit comparability with periods that are not

impacted by these items. These items are recorded as a component of other gains, net on our consolidated statement of

operations.

Transaction-related expenses: To permit comparability with prior periods, we exclude the impact of third-party advisory, legal,

and accounting fees and other corporate costs incurred directly related to the evaluation and/or consummation of business

acquisitions.

Unrealized losses (gains) on preferred stock investment: We exclude the effect of unrealized losses and gains related to

changes in the fair value of our preferred stock investment in a hospital-at-home company arising from observable price

changes or impairment losses. These unrealized losses and gains are included as a component of other income (expense),

net. We believe that these unrealized losses and gains are not indicative of the ongoing performance of our business and their

exclusion permits comparability with prior periods.

Losses (gains) on sale of business: We exclude the effect of non-operating losses and gains recognized as a result of sales of

businesses as they are infrequent, management believes that these items are not indicative of the ongoing performance of our

business, and their exclusion permits comparability with periods that were not impacted by such items. The 2024 gain relates

to the divestiture of our Studer Education practice in the fourth quarter of 2024.

Foreign currency transaction losses (gains), net: We exclude the effect of foreign currency transaction losses and gains from

the calculation of adjusted EBITDA because the amount of each loss or gain is significantly affected by changes in foreign

exchange rates.

Tax effect of adjustments: The non-GAAP income tax adjustment reflects the incremental tax impact applicable to the non-

GAAP adjustments.

Income tax expense, interest expense, net of interest income, depreciation and amortization: We exclude the effects of income

tax expense, interest expense, net of interest income, and depreciation and amortization in the calculation of EBITDA, as

these are customary exclusions as defined by the calculation of EBITDA to arrive at meaningful earnings from core operations

excluding the effect of such items. We include, within the depreciation and amortization adjustment, the amortization of

capitalized implementation costs of our ERP and other related software, which is included within selling, general and

administrative expenses in our consolidated statements of operations.

Purchases of property and equipment and Capitalization of internally developed software costs: We subtract purchases of

property and equipment and capitalization of internally developed software costs from operating cash flows, as these are

customary exclusions in the calculation of free cash flows.

Reimbursable expenses: Reimbursable expenses that are billed to clients, primarily relating to travel and out-of-pocket

expenses incurred in connection with client engagements, are excluded from the calculation of organic revenue growth. We

manage our business on the basis of revenues before reimbursable expenses, which we believe is the most accurate

reflection of our services because it eliminates the effect of reimbursable expenses that we bill to our clients at cost.

Revenues generated by acquired businesses: We exclude from the calculation of organic revenue growth the effect of

revenues generated by acquired businesses that are incremental to the acquisition revenues contemplated in the annual

incentive goals approved by the Compensation Committee, to arrive at meaningful revenues generated from core operations

over the performance period.

The tables below reconcile these non-GAAP financial measures to the most comparable GAAP financial measure (in

thousands, except per share and percentage amounts):

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

Reconciliation of Net Income to Adjusted Net Income and Adjusted Diluted Earnings per Share

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow

Reconciliation of Total Revenues to Organic Revenues