Form of Restricted Stock Award Agreement



 Exhibit 10.1 
 FORM OF RESTRICTED STOCK AWARD AGREEMENT 
 UNDER 
 NAVIGANT CONSULTING, INC. 2005 LONG-TERM INCENTIVE PLAN 
 This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of [date of grant] (the “Effective Date”) between Navigant
Consulting, Inc. (the “Company”) and [xxxx] (the “Participant”). Notwithstanding the foregoing, this Agreement will become effective upon the execution of this Agreement by the Company. 
 Any term capitalized but not defined in this Agreement will have the meaning set forth in the Navigant Consulting, Inc. 2005 Long-Term Incentive Plan
(the “Plan”). 
 The Plan provides for the grant of Restricted Stock to certain eligible individuals, as approved by the Committee.
In the exercise of its discretion under the Plan, the Committee has determined that the Participant should receive a Restricted Stock award under the Plan and, accordingly, the Company and the Participant hereby agree as follows: 
  

	 	1.	Grant. The Company hereby grants to the Participant a Restricted Stock Award (the “Award”) of [xxxx] shares of restricted stock (the “Restricted Stock”).
The Award will be subject to the terms and conditions of the Plan and this Agreement. The Award constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”) upon vesting of the Restricted Stock. 

  

	 	2.	Restricted Stock and Stock Certificates. The Company will cause its transfer agent to maintain a book entry account reflecting the issuance of the Restricted Stock in the
Participant’s name. The Company’s transfer agent will cause the Restricted Stock to be maintained as restricted stock in a book entry account, until the Restricted Stock is either: (a) forfeited; or (b) vested. This Agreement
will be evidence of the Participant’s Restricted Stock and no certificate will be issued. The Company, or its transfer agent, will distribute to the Participant (or, if applicable, the Participant’s designated beneficiary or other
appropriate recipient in accordance with Section 5 hereof) certificates evidencing ownership of shares of Common Stock as and when provided in Sections 5 through 8 hereof. 

  

	 	3.	 Rights as Stockholder. On and after the Effective Date, and except to the extent specifically provided herein, the Participant will be entitled to all the
rights of a stockholder with respect to the Restricted Stock, including the right to vote the shares of Restricted Stock, the right to receive dividends and other distributions payable with respect to the shares of Restricted Stock, and the right to
participate in any capital adjustment applicable to all holders of Common Stock. Notwithstanding the foregoing, a distribution with respect to shares of Common Stock, other than a regular cash dividend, will be deposited with the Company and will be
subject to the same restrictions as the Restricted Stock. If the Participant forfeits any rights he or she may have under this Award, the Participant will, on the day following the event of forfeiture, no longer have any 











	 	 
rights as a stockholder with respect to the forfeited portion of the Restricted Stock or any interest therein (or with respect to any shares of Restricted
Stock not then vested), and the Participant will no longer be entitled to receive dividends with respect to the Restricted Stock or vote the Restricted Stock as of any record date occurring thereafter. 


 ALTERNATIVE 1 
  

	 	4.	Vesting; Effect of Termination of Employment. The Participant’s Restricted Stock will become vested as described in the following paragraph. 

  

	 	(a)	the Restricted Stock subject to this Award will vest on the following dates: 

  

			
	 Number of Shares Vested
	  	Vested Date
		  	
		  	
		  	

  

	 	(b)	Except as provided in subsection 4(c) below, if the Participant’s employment or service with the Company and any of its Affiliates terminates before [final vesting date] he or
she will forfeit any portion of the Restricted Stock that has not yet then vested as of the date of the termination. The Company will not have any further obligations to the Participant under this Agreement as to shares of Restricted Stock that are
forfeited as provided herein. 

  

	 	(c)	At the discretion of the Compensation Committee of the Company’s Board of Directors, all or any portion of the Award may become vested upon the Participant’s death or
Permanent and Total Disability. 

  

	 	(d)	[If a “Change in Control” as defined in the 2005 Long-Term Incentive Plan occurs before [final vesting date], any unvested portion of the Award will immediately become
fully vested and exercisable.] 

 ALTERNATIVE 2 
  

	 	4.	Vesting. The Participant’s Restricted Stock will become vested as described in the following paragraph. 

  

	 	(a)	the Restricted Stock subject to this Award will vest on the following date: 

  

			
	number of shares vested	  	    vested date
	  
	  	[cliff vest date]

  

	 	(b)	 Except as provided in subsection 4(c) below, if the Participant’s employment or service with the Company and any of its Affiliates terminates before [cliff












	 	 
vest date] he or she will forfeit any portion of the Restricted Stock that has not then vested as of the date of the termination. The Company will not have
any further obligations to the Participant under this Agreement as to shares of Restricted Stock that are forfeited as provided herein. 


  

	 	(c)	At the discretion of the Compensation Committee of the Company’s Board of Directors, all or any portion of the Award may become vested upon the Participant’s death or
Permanent and Total Disability. 

  

	 	(d)	[If a “Change in Control” as defined in the 2005 Long-Term Incentive Plan occurs before [cliff vest date], any unvested portion of the Award will immediately become fully
vested and exercisable.] 

  

	 	(e)	Notwithstanding the foregoing, the restricted stock grant will be eligible for an accelerated vest of [xx]% annually on the anniversary date of grant, upon approval by the
Compensation Committee, upon the achievement of the following minimum performance targets: 

  

	 	i.	[performance target]; and 

  

	 	ii.	[performance target]. 

 As between the parties, the
decision of the Compensation Committee of the Company’s Board of Directors will be final and conclusive with respect to whether the targets have been met. If both the targets are not met, that year’s [xx]% portion will not be accelerated
and will vest on [final vesting date] as provided in subsections 4(a)-(d); provided, however, in the immediate subsequent year after a target is not met, if [accelerated vesting option and example of vesting]. 
  

	 	5.	Terms and Conditions of Distribution. As soon as practicable upon the execution of this Agreement, the Company will cause its transfer agent to make a book entry account (a
“BEA”) reflecting the issuance of the Restricted Stock to the Participant. As soon as practicable upon the vesting of the Award, and assuming the Participant has paid to the Company, in cash, an amount sufficient to pay the withholding
obligations with respect to the portion of the Award then vested, the Company will cause its transfer agent to make a BEA reflecting the removal of the restrictions on the portion of the Award that has vested. The Company or its transfer agent will
distribute to the Participant certificates for shares of Common Stock underlying the vested portion of the Award only after they vest if the Participant has paid the Company any required withholding obligations with respect to the vested shares, and
only if the Participant requests a certificate. 

 Subject to the Participant’s obligation to pay the
Company, in cash, an amount sufficient to pay any applicable withholding obligations, if the Participant dies or becomes Permanently and Totally Disabled before the Company has made the BEA or distributed certificates for any shares of Common Stock,
the Company will make the BEA or distribute certificates for those shares of Common Stock and, pursuant to Section 4(c) hereof, shares of Common Stock with respect to the balance of the Award which the Committee has determined 








 
will become vested upon the Participant’s death or Permanent and Total Disability, to the Participant or, in the event of his or her death, to the
beneficiary designated by the Participant on a form provided by the Company for this purpose. If the Participant failed to designate a beneficiary, the Company will make the BEA or distribute certificates for those shares of Common Stock in
accordance with the Participant’s will or, if the Participant did not have a will, in accordance with the laws of descent and distribution. The Company will make the BEA or distribute certificates for any undistributed shares of Common Stock to
the appropriate recipient no later than six months after the Participant’s death or Permanent and Total Disability. 
 Notwithstanding the foregoing, the Company may in its sole discretion decline to make any BEA or distribute any shares of Common Stock under this Section 5 before the first date that those shares may be distributed to the Participant
without penalty or forfeiture under federal or state laws or regulations governing short swing trading of securities or under Internal Revenue Code Section 409A and related regulations governing deferred compensation, if applicable. In
determining whether a distribution would result in such a penalty or forfeiture, the Company and the Committee may rely upon information reasonably available to them or upon representations of the Participant’s legal or personal representative.
In no event, however, shall the Company, its affiliates or any of their directors, officers, employees, consultants, or other agents be liable to Participant or otherwise responsible for any such penalties or forfeitures. 
  

	 	6.	Transfer Restrictions; Legend on Stock Certificates. Notwithstanding anything to the contrary contained in this Agreement, pursuant to the terms of the Plan, no shares of
Restricted Stock may be transferred by the Participant (by assignment, sale, pledge, hypothecation or otherwise) before they have vested. 

 While the Restricted Stock is maintained by the Company’s transfer agent in uncertificated form in a book entry account, the account will bear an appropriate notation to the effect that the Restricted Stock
included in it is subject to the restrictions of this Agreement. The Company may instruct its transfer agent to impose stop transfer instructions with respect to any unvested portion of this Award, or with respect to any vested shares of Common
Stock that cannot be distributed to the Participant, his or her beneficiary, or his or her estate because the withholding tax obligations have not been paid to the Company or for the reasons discussed in Sections 4 and 5 above. 
 The foregoing notation and stop transfer instructions will be removed from the account maintained for all or any portion of this Award
after the conditions set forth in Sections 4 and 5 of this Agreement and this Section 6 have been satisfied. 
  

	 	7.	 Delivery of Certificates. Despite the provisions of Sections 4 and 5 of this Agreement, the Company is not required to issue or deliver any certificates for
shares of Common Stock underlying any vested portion of this Award if at any time the Company determines that the listing, registration or qualification of such 










 
shares of Common Stock upon any securities exchange or under any law, or the consent and approval of any governmental body, or the taking of any other action
is necessary or desirable as condition of, or in connection with, the delivery of the shares of Common Stock hereunder, unless listing, registration, qualification, consent, approval or other action has been effected or obtained, free of any
conditions not acceptable to the Company. 
  

	 	8.	Withholding Tax. By executing this Award agreement, the Participant has agreed to satisfy any withholding taxes, whether federal or state, triggered by the distribution of
shares of Common Stock underlying the Restricted Stock granted pursuant to this Award or, if the Participant has executed a Section 83(b) Election, by the grant of this Award. The Participant must satisfy the withholding obligation by rendering
cash payment to the Company. 

  

	 	9.	No Right to Employment or Service. Nothing in the Plan or this Agreement will be construed as creating any right in the Participant to continued employment or service with
the Company, or as altering or amending the existing terms and conditions of the Participant’s employment or service. 

  

	 	10.	Cancellation of Award and Forfeiture of Gain. The Participant agrees and acknowledges that this Award and any resulting gain is subject to cancellation or forfeiture, even if
and to the extent the Award may have already vested, under the circumstances provided in Section 5.12 of the Plan, including without limitation if the Participant engages in any activity which constitutes Cause under the Plan or breaches any of
his or her obligations to the Company under a noncompetition, nonsolicitation, confidentiality or other restrictive covenant. 

  

	 	11.	Nontransferability. No interest of the Participant or any designated beneficiary in or under this Agreement may be assigned or transferred by voluntary or involuntary act or
by operation of law, other than as set forth in Section 5 of this Agreement. Distribution of shares underlying any vested portion of this Award will be made only to the Participant; or, if the Committee has been provided with evidence
acceptable to it that the Participant is legally incompetent, the Participant’s personal representative; or, if the Participant is deceased, to the designated beneficiary or other appropriate recipient in accordance with Section 5 of this
Agreement. The Committee may require personal receipts or endorsements of a Participant’s personal representative, designated beneficiary or alternate recipient, and the Committee will extend to those individuals the rights otherwise
exercisable by the Participant with regard to any withholding tax election in accordance with Section 5 of this Agreement. Any effort to otherwise assign or transfer the rights under this Agreement will be wholly ineffective, and will be
grounds for termination by the Committee of all rights of the Participant and his or her beneficiary in and under this Agreement. 

  

	 	12.	 Administration; Plan Document Controls. The Compensation Committee of the Company’s Board of Directors (the “Committee”) has the authority to
manage and supervise the administration of the Plan. Notwithstanding anything in this 











	 	 
Agreement to the contrary, the terms of this Agreement will be subject to the terms of the Plan to the same extent and with the same effect as if set forth
fully herein. If the terms of this Agreement conflict with the terms of the Plan, the Plan will control. The Committee has the right to resolve all questions which may arise in connection with this Agreement. This Agreement is subject to all
interpretations, determinations, or other actions made or taken by the Committee regarding the Plan or this Agreement, which interpretations, determinations or other actions will be final, binding and conclusive. 


  

	 	13.	Entire Agreement; Governing Law. The Plan, this Agreement and any documents expressly referred to herein constitute the entire agreement of the parties with respect to the
subject matter hereof and any and all prior oral or written representations are merged into this Agreement. This Agreement and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the Code or the laws of
the United States, will be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of law. 

  

	 	14.	Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the
Agreement, and the Agreement will be construed and enforced as if the illegal or invalid provision had not been included. 

  

	 	15.	Binding Effect. This Agreement will be binding upon and will inure to the benefit of the Company and the Participant and, as and to the extent provided herein, their
respective heirs, executors, administrators, legal representatives and assigns. 

  

	 	16.	Amendment and Waiver. The provisions of this Agreement may be amended or waived only by written agreement between the Company and the Participant, and no course of conduct or
failure or delay in enforcing the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement. 

 The Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions of the Plan, and hereby accepts this Award subject to all of the terms and provisions
of the Plan effective as of the Date of Grant. The Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions
of the Plan and this Agreement. 







 IN WITNESS WHEREOF, the Company and the Participant have
duly executed this Agreement as of the day and year described in the first paragraph above. 
  

			
	NAVIGANT CONSULTING, INC.
		
	By:	 	  

		
	Its:	 	  

	
	Participant:
	
	  

	(Participant’s Signature)
	
	  

	Name Printed
		
	Dated:	 	  

	
	Residence Address: