EX-10.1






Exhibit 10.1




SIGN-ON INCENTIVE RECOVERY AGREEMENT




              This Sign-On Incentive Recovery Agreement (“Agreement”) is made this 10th day of November 2008
by and between Thomas A. Nardi (“Employee”) and Navigant Consulting, Inc. (“NCI”).





	 	1.	 	NCI has offered employment to Employee and, as incentive to Employee to accept
the offer, has agreed to pay Employee a one-time sign on incentive bonus.
	 
	 	2.	 	Employee has accepted employment with NCI.




In consideration of the mutual promises contained in this Agreement, the parties agree as follows:





	 	1.	 	INCENTIVE BONUS. NCI will pay Employee a one-time sign on incentive of $100,000
payable with Employee’s first paycheck.
	 
	 	2.	 	REPAYMENT. In the event that Employee either a) fails to begin employment with NCI as
scheduled, or b) voluntarily terminates his/her employment with NCI, or c) is terminated by
NCI for “Cause” (as defined below) within twelve (12) months of the Employee’s hire date,
Employee will immediately repay NCI 1/12th of the Bonus amount times the number
of remaining Bonus Recovery months due and owing to NCI, without demand for payment.
	 
	 	 	 	“Cause” shall mean (i) the commission of a felony or the commission of any other
crime that is injurious to the Company, to a Company employee or to a client of the Company;
(ii) willful misconduct, dishonesty, fraud, attempted fraud or other willful action or
willful failure to act that is injurious to the Company, to a Company employee or to a
client of the Company; (iii) any material breach of fiduciary duty owed to the Company or to
a client of the Company; (iv) any material breach of the terms of any agreement with the
Company (including without limitation any employment agreement and any agreement regarding
non-competition, non-solicitation of clients or employees, or confidentiality); (v) any
material violation of a restriction on disclosure or use of privileged, proprietary or
confidential information (including information belonging to the Company, to a client of the
Company or to a third party to whom the Company owes a duty of confidentiality), but only if
such violation is committed with actual notice of such restriction on disclosure; or (vi)
any other material breach of the Company’s Code of Business Conduct and Ethics or its
securities trading policies, as amended from time to time.
	 
	 	3.	 	EMPLOYEE AUTHORIZATION. Employee hereby authorizes NCI, without further notice to
Employee, to withhold either from Employee’s final pay, accrued bonus, any final expense
reimbursement due Employee, or any accrued vacation amount, such amounts sufficient to
satisfy the repayment obligation described in Paragraph 2 of this Agreement.
	 
	 	4.	 	ATTORNEY’S FEES AND INTEREST. If Employee fails to repay the Incentive Bonus as set
forth in this Agreement and NCI refers the matter to an attorney for collection, Employee
agrees to pay all costs and reasonable attorney’s fees incurred by NCI in connection with
such collection




 









 













	 		 	efforts. Interest shall accrue from the date of default at the prime rate as published in
the Wall Street Journal as of the date Employee is in default of his/her repayment
obligation.
	 
	 	5.	 	CONSTRUCTION. This Agreement shall be governed by and constructed and enforced under
the laws of the State of Illinois.
	 
	 	6.	 	SUCCESSORS. The terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the successors, assigns, heirs, survivors, and personal representatives
of Employee and shall inure to the benefit of NCI, its successors, and assigns.
	 
	 	7.	 	NO BREACH. No breach of any provision of this Agreement shall be deemed waived unless
it is waived in writing. Waiver of any one breach shall not be deemed a waiver of any
other breach of the same or any other provision of this Agreement.
	 
	 	8.	 	AMENDMENTS. This Agreement may be amended or modified only by written agreement duly
executed by Employee and NCI.
	 
	 	9.	 	SEVERABILITY. In the event that any provision or provisions of this Agreement shall be
declared to be illegal or unenforceable by a court of competent jurisdiction, such
illegality or unenforceability shall not affect the validity and enforceability of the
remaining provisions.
	 
	 	10.	 	This is a contract. By signing this Agreement, Employee understands and acknowledges
that he/she is undertaking an enforceable legal obligation and authorizing NCI to take
certain actions to protect its interests.





	 	 	 	 	 
	 	NAVIGANT CONSULTING, INC.

 	 
	 	By:  	/s/ William M. Goodyear
 	 
	 	 	William M. Goodyear 	 
	 	 	Chief Executive Officer 	 
	 



Agreed and accepted:




	 	 	 	 	 
	By:

	 	/s/ Thomas A. Nardi	 	 
	 

	 	 

Thomas A. Nardi
	 	 






Dated October 29, 2008





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