exv10w2






Exhibit 10.2




AMENDMENT NUMBER ONE




TO THE




NAVIGANT CONSULTING, INC.

DIRECTORS’ DEFERRED FEES PLAN




     WHEREAS, Navigant Consulting, Inc., a Delaware corporation (the “Corporation”), heretofore has
adopted and maintains the Navigant Consulting, Inc. Directors’ Deferred Fees Plan (the “Plan”);



     WHEREAS, pursuant to Section 10.2 of the Plan, the Board of Directors of the Corporation (the
“Board”) has the authority to amend the Plan; and



     WHEREAS, the Board desires to amend the Plan to comply with the final regulations issued under
Section 409A of the Internal Revenue Code of 1986, as amended.



     NOW, THEREFORE, BE IT RESOLVED, that the Plan hereby is amended, effective as of January 1,
2009, as follows:



     1. Article II hereby is amended to add the following new definition therein:



         “Code” means the Internal Revenue Code of 1986, as amended.



     2. The term “Termination Date” in Article II hereby is amended in its entirety to read as
follows:




“Termination Date” means the date on which a Non-Employee Director experiences a
“Separation from Service” within the meaning of U.S. Treasury Regulation
§1.409A-1(h).



     3. Section 4.1 hereby is amended to (i) delete the phrase “or has been elected to the Board on
the date such election is made” as it appears in the last sentence thereof and (ii) add the
following new sentence at the end thereof:




Any Non-Employee Director who newly is elected as a Non-Employee Director and who
was not a Non-Employee Director at any time during the twenty-four month period
prior to the commencement of his or her term, may make a Deferral Election within
thirty (30) days following the commencement of his or her term.



 









 





     4. Section 7.1 hereby is amended in its entirety to read as follows:




          7.1 Time and Method of Payment. Payment of a Non-Employee Director’s
Deferral Account shall be made in a single lump sum or in installments as elected by
the Non-Employee Director at the time he or she makes the Deferral Election pursuant
to Article IV. If a Non-Employee Director’s Deferral Account is payable in a single
lump sum, the payment shall be made, subject to Section 10.6, on the first business
day of the Plan Year following the Termination Date (the “Distribution Date”). If a
Non-Employee Director’s Deferral Account is payable in installment payments, then
the Non-Employee Director’s Deferral Account shall be paid in substantially equal
annual installments over the period, not longer than 10 years, as elected by the
Non-Employee Director at the time he or she makes the Deferral Election pursuant to
Article IV, and, subject to Section 10.6, commencing on the Distribution Date.



     5. Section 8.1 hereby is amended to replace the phrase “or in such other form designated by
the Board in its sole discretion” as it appears at the end thereof with the phrase “pursuant to
Section 7.1”.



     6. Section 10.3 hereby is amended to add a proviso at the end thereof to read as follows:




; provided, however, that the application of any benefits under this Section 10.3
shall not result in the acceleration of the timing of any payments under this Plan
in violation of Section 409A of the Code.



     7. Section 10.4 hereby is amended in its entirety to read as follows:




          10.4 Forfeitures and Unclaimed Amounts. Unclaimed amounts shall
consist of the amounts of the Deferral Account of a Non-Employee Director that are
not distributed because of the Board’s inability, after a reasonable search, to
locate a Non-Employee Director or his or her Beneficiary, as applicable. If, as of
the Latest Payment Date, the Board is unable to make a payment of all or a portion
of the Deferral Account, then the unclaimed amounts shall be forfeited. These
forfeitures will reduce the obligations of the Company under the Plan and the
Non-Employee Director or Beneficiary, as applicable, shall have no further right to
his Deferral Account. For this purpose, the Latest Payment Date shall be the latest
date on which a Deferral Account, or portion thereof, as applicable, may be paid to
the Non-Employee Director or the Beneficiary, as applicable, without the imposition
of excise taxes under Section 409A of the Code.



     8. Article X hereby is amended to add a new Section 10.6 to read as follows:



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     10.6 Section 409A of the Code. This Plan is intended to meet the
requirements of Section 409A of the Code, and shall be interpreted and construed
consistent with that intent. In the event that any amounts due cannot be paid on a
date specified in this Plan, such amounts shall be paid as soon thereafter as is
practicable in accordance with U.S. Treasury Regulation §1.409A-3(d), relating to
administrative delays. Notwithstanding any other provision of this Plan, if the
Non-Employee Director is a “specified employee” within the meaning of Section
409A(a)(2)(B)(i) of the Code on the Termination Date, then no such payment shall be
made during the period beginning on the Termination Date and ending on the date that
is six months following the Termination Date or, if earlier, on the date of the
Non-Employee Director’s death, if the earlier making of such payment would result in
tax penalties being imposed on the Non-Employee Director under Section 409A of the
Code. The amount of any payment that would otherwise be paid to the Non-Employee
Director during this period shall instead be paid to the Non-Employee Director on
the first business day following the date that is six months following the
Termination Date or, if earlier, the date of the Non-Employee Director’s death. In
the event that the Plan does not comply with Section 409A of the Code, the Company
may amend the terms of the Plan as may be necessary or appropriate to avoid the
imposition of penalties on the Non-Employee Directors pursuant to Section 409A of
the Code.



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     IN WITNESS WHEREOF, Navigant Consulting, Inc. does hereby adopt this amendment to the
Directors’ Deferred Fees Plan, effective as of January 1, 2009.



	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Navigant Consulting, Inc.
	 
	 	 	 	 	 	 	 	 	 	 
	Date: December 19, 2008

	 	 	 	By:
	 	 /s/ William M. Goodyear	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:
	 	Chairman and Chief
Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ATTEST
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Monica M. Weed	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Corporate

	 	 Secretary	 	 	 	 	 	 	 	 







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