exv10w3






Exhibit 10.3




AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




          THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of
December 19, 2008 (the “Effective Date”), is between Navigant Consulting, Inc., a Delaware
corporation (the “Company”), and Julie M. Howard (the “Executive”).




RECITALS




          A. The Company and the Executive entered into an Employment Agreement dated as of November 3,
2003 (the “Prior Agreement”).




          B. The Company desires to continue to obtain the benefits of the Executive’s knowledge,
skills, and experience by employing the Executive as its President and Chief Operating Officer upon
the terms and subject to the conditions of this Agreement.




          C. The Company desires to offer the Executive an amendment of the terms and conditions of the
Prior Agreement, which is embodied in the terms and conditions of this Agreement as provided
herein.




AGREEMENT




          NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:




          1. Employment. Subject to the terms and conditions of this Agreement, the Company agrees to
employ the Executive, and the Executive agrees to be employed by the Company, for the period stated
in Paragraph 2 hereof.




          2. Employment Term. The term of the Executive’s employment by the Company under this Agreement
will begin on the Effective Date, and will continue, subject to earlier termination as provided in
Paragraph 7 and 8 hereof, for a rolling one-year period, such that the remainder of the term shall
always be one full year (the “Employment Term”), subject to either party being able to reduce or
limit the Employment Term, by written notice provided as set forth in Paragraph 11(b) hereof.




          3. Position and Responsibilities. During the Employment Term, the Company shall employ, and
the Executive shall serve as the Company’s President and Chief Operating Officer. During the
Employment Term, the Executive shall possess such powers and perform such duties and functions as
are generally consistent with the role of President and Chief Operating Officer. Nothing in this
agreement shall prevent the Company from restructuring or reorganizing its senior management team
or their accountabilities, provided that any such reorganization or restructuring that reduces the
Executive’s accountabilities in more than a de minimis fashion shall be deemed a material
diminution for purposes of Paragraph 7(c)(ii) of this Agreement. For avoidance of doubt, the
parties agree that the Executive’s powers, duties and functions as of the Effective Date are
consistent with those of a President and Chief Operating Officer.




 









 








          During the Employment Term, the Executive also agrees to serve, if elected, as an officer and
director of any direct or indirect subsidiary of the Company without additional compensation. Upon
the Date of Termination (as defined below), the Executive shall be deemed to resign from any
position with the Company or any subsidiary, including, but not limited to, as an officer or member
of the board of directors of any subsidiary.




          4. Performance of Duties; Commitment of Time. During the Employment Term, the Executive shall
discharge the following obligations:





     (a) Except for illness, reasonable vacation periods, and reasonable leaves of absence,
the Executive shall, subject to Paragraph 4(c) hereof, devote her best efforts and full
business time, attention and skills to the business and affairs of the Company and its
subsidiaries, affiliates and divisions, as such business and affairs now exist and as they
may be hereafter changed or added to. The Executive agrees to comply materially with all
codes of conduct, personnel policies and procedures applicable to senior executives of the
Company including, without limitation, policies regarding sexual harassment, conflicts of
interest and insider trading.




     (b) The Executive shall report directly to the Chief Executive Officer of the Company
(the “CEO”) and she shall perform all of her duties in accordance with such reasonable
directions, requests, rules and regulations as are specified by the CEO in connection with
her employment.




     (c) Nothing herein shall preclude the Executive from devoting such reasonable time as
required to serve, or to continue to serve, on the boards of directors of, or to hold any
other offices or positions in or with respect to, other companies, organizations or
entities, provided that (i) the Executive gives prior notice to the Company of such other
activities, (ii) such other activities do not violate Paragraph 6 hereof, and (iii) such
other activities have no material effect on the time the Executive is required to spend in
connection with the services required of her hereunder.



          5. Compensation and Benefits.





     (a) Base Salary. During the Employment Term, the Executive will receive an
annual salary, payable in monthly or more frequent installments, of $600,000.00, subject to
authorized withholding and other deductions. The annual salary will be reviewed annually by
the CEO in consultation with the Executive and, if appropriate, increased by the
Compensation Committee of the Company’s Board of Directors (the “Board”), in its sole
discretion. Such annual salary, as increased, is hereinafter referred to as the “Base
Salary.” In no event shall the Executive’s Base Salary be reduced without Executive’s
written consent unless such reduction is part of a comparable reduction for all members of
senior management.




     (b) Annual Cash Incentive Bonus. During the Employment Term, the Executive will
be eligible to receive an annual cash incentive bonus based upon the Executive’s and/or the
Company’s achievement of annual performance goals or objectives. The bonus goals and
objectives shall be proposed by the CEO in consultation with the Executive and shall be
reviewed with and approved or modified by the



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Compensation Committee of the Board, in its sole discretion. The Executive shall have
an annual target bonus equal to one hundred percent (100%) of Base Salary. Payment is made
on or before March 15th of each calendar year immediately following the year in which such
compensation is earned.




     (c) Employee Benefits and Perquisites. During the Employment Term, the
Executive will be entitled to receive all benefits and perquisites of employment generally
available to other members of the Company’s senior executive management, upon her
satisfaction of the eligibility or participation criteria therefor. The Company reserves
the right to modify employee benefits and perquisites at its discretion.




     (d) Reimbursement of Business Expenses. The Company shall pay or reimburse the
Executive, in accordance with its normal policies and practices, for all reasonable business
expenses incurred by the Executive in connection with the performance of her obligations
hereunder. The Executive shall produce accounts and vouchers or other reasonable evidence of
expenses incurred or payments made by the Executive, all in accordance with the Company’s
regular procedures in effect from time to time and in form suitable to establish the
validity and deductibility of such expenses for tax purposes.




     (e) Legal Fees. The Company shall pay, or reimburse the Executive for the legal
fees and expenses of counsel incurred by the Executive in connection with the preparation,
negotiation, execution and delivery of this Agreement, up to a maximum of $10,000.00.




     (f) Withholding Taxes. There shall be deducted and withheld from the Base
Salary and all other compensation payable to the Executive during or for the Employment Term
any and all amounts required to be deducted or withheld under the provisions of any statute,
regulation, ordinance or order.



          6. Obligations of the Executive During and After Employment.





     (a) The Executive acknowledges and agrees that solely by virtue of her employment by,
and relationship with, the Company, she will acquire “Confidential Information,” as defined
in subparagraph (viii) below, as well as special knowledge of the Company’s business and its
relationships with its clients and employees, and that, but for her association with the
Company, the Executive will not have had access to said Confidential Information or
knowledge of said relationships. The Executive further acknowledges and agrees (1) that the
Company has long term relationships with its clients and employees, and that those
relationships were developed at great expense and difficulty to the Company over several
years of close and continuing involvement; (2) that the Company’s relationships with its
clients and employees are and will continue to be valuable, special and unique assets of the
Company and (3) that the Company has the following protectable interests that are critical
to its competitive advantage in the industry and would be of demonstrable value in the hands
of a competitor: Company-specific information concerning revenues, costs, margins, marketing
strategies, employees, compensation systems, employee benefits, corporate development plans
and opportunities, financial, accounting and corporate governance systems, and concepts,



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ideas, and other matters not generally known to the public. The Company acknowledges
and agrees that such protectable interests do not include information properly in the public
domain, or the generalized knowledge, skills and know-how possessed by the Executive,
whether as a result of her employment or otherwise. In return for the consideration
described in this Agreement, the Executive hereby represents, warrants and covenants as
follows:




     (i) The Executive has executed and delivered this Agreement as her free and
voluntary act, after having determined that the provisions contained herein are of a
material benefit to her, and that the duties and obligations imposed on her
hereunder are fair and reasonable and will not prevent her from earning a comparable
livelihood following the termination of her employment with the Company;




     (ii) The Executive has read and fully understands the terms and conditions set
forth herein, has had time to reflect on and consider the benefits and consequences
of entering into this Agreement, and has had the opportunity to review the terms
hereof with an attorney or other representative if she so chooses;




     (iii) The execution and delivery of this Agreement by the Executive does not
conflict with, or result in a breach of or constitute a default under, any agreement
or contract, whether oral or written, to which the Executive is a party or by which
the Executive may be bound;




     (iv) The Executive agrees that, during the time of her employment with the
Company and for a period of one year after termination of the Executive’s
employment, the Executive will not, except on behalf of the Company, anywhere in
North America or in any other place or venue where the Company or any affiliate,
subsidiary or division thereof now conducts or operates, or may conduct or operate,
its business prior to the date of the Executive’s termination of employment:




     (A) directly or indirectly, contact or solicit any of the Company’s
clients or prospective clients (as they are hereinafter defined) for the
purpose of selling or distributing or attempting to sell or distribute, any
products and/or services in competition with the Company to its clients
during the term hereof. In addition, the Executive will not disclose the
identity of any such clients or prospective clients, or any part thereof, to
any person, firm, corporation, association, or other entity for any reason
or purpose whatsoever, except to the extent (1) required by any law,
regulation or order of any court or regulatory commission, department or
agency, provided that the Executive gives prompt notice of such requirement
to the Company to enable the Company to seek an appropriate protective
order, or (2) such disclosure is necessary to perform properly the
Executive’s duties under this Agreement; and




     (B) directly or indirectly, solicit on her own behalf or on behalf of
any other person, the services of any person who is an employee of the



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Company, nor solicit any of the Company’s employees to terminate
employment with the Company;




     (v) The Executive agrees that, during the time of her employment with the
Company and for a period of one year after termination of the Executive’s employment
hereunder, provided that such termination either is by Company for Cause (as
hereinafter defined) or results in Executive receiving the payments described in
Paragraph 8(a), 8(b) or 8(d) of this Agreement, the Executive will not, except on
behalf of the Company, anywhere in North America or in any other place or venue
where the Company or any affiliate, subsidiary or division thereof now conducts or
operates, or may conduct or operate, its business prior to the date of the
Executive’s termination of employment, become directly or indirectly, an investor,
owner or stockholder (excluding investments representing less than 2% of the common
stock of a public company), lender, director, consultant, employee, agent or
salesperson, whether part-time or full-time of any business that substantially
competes with the Company or its subsidiaries, affiliates or divisions;




     (vi) The scope described above is necessary and reasonable in order to protect
the Company in the conduct of its business and that, if the Executive becomes
employed by another employer, she shall be required to disclose the existence of
this Paragraph 6 to such employer and the Executive hereby consents to and the
Company is hereby given permission to disclose the existence of this Paragraph 6 to
such employer;




     (vii) For purposes of this Paragraph 6, “client” shall be defined as any
person, firm, corporation, association, or entity that purchased any type of product
and/or service from the Company, or is or was doing business with the Company within
the 12-month period immediately preceding termination of the Executive’s employment.
For purposes of this Paragraph 6, “prospective client” shall be defined as any
person, firm, corporation, association, or entity contacted or solicited in writing
by the Company or who contacted the Company within the 12-month period immediately
preceding the termination of the Executive’s employment for the purpose of having
such persons, firms, corporations, associations, or entities become a client of the
Company.




     (viii) Both during her employment and thereafter she will not, for any reason
whatsoever, use for herself or disclose to any person not employed by the Company
any “Confidential Information” of the Company acquired by the Executive during her
relationship with the Company, except to the extent that such Confidential
Information (a) becomes a matter of public record or is published in a newspaper,
magazine or other periodical, or in other media, available to the general public,
other than as a result of any act or omission of the Executive, (b) is required to
be disclosed by law, regulation or order of any court or regulatory commission,
department or agency, provided that the Executive gives prompt notice of such
requirement to the Company to enable the Company to seek an appropriate protective
order, or (c) is in the Executive’s reasonable judgment required to be disclosed in
order to perform properly the Executive’s



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duties under this Agreement, including without limitation in connection with a
sale or potential sale of the Company or of all or any portion of the assets of the
Company under consideration by the Board. The Executive further agrees to use
Confidential Information solely for the purpose of performing duties with the
Company and further agrees not to use Confidential Information for her own private
use or commercial purposes. The Executive agrees that “Confidential Information”
includes but is not limited to: (1) any financial, engineering, business, planning,
operations, services, potential services, products, potential products, technical
information and/or know-how, organization charts, formulas, business plans,
production, purchasing, marketing, pricing, sales, profit, personnel, customer,
broker, supplier, or other lists or information of the Company; (2) any papers,
data, records, processes, methods, techniques, systems, models, samples, devices,
equipment, compilations, invoices, client lists, or documents of the Company; (3)
any confidential information or trade secrets of any third party provided to the
Company in confidence or subject to other use or disclosure restrictions or
limitations; and (4) any other information, written, oral, or electronic, whether
existing now or at some time in the future, and whether pertaining to current or
future developments, which pertains to the Company’s affairs or interests or with
whom or how the Company does business. The Company acknowledges and agrees that
Confidential Information does not include information properly in the public domain,
or the generalized knowledge, skills and know-how possessed by the Executive,
whether as a result of her employment or otherwise;




     (ix) During the Employment Term and thereafter, the Executive will not remove
from the Company’s premises any documents, records, files, notebooks,
correspondence, reports, video or audio recordings, computer printouts, computer
programs, computer software, price lists, microfilm, drawings, or other similar
documents containing Confidential Information, including copies thereof, whether
prepared by her or others, except as her duties under this Agreement shall require,
and in such cases, will promptly return such items to the Company. Upon termination
of her employment with the Company, all such items including summaries or copies
thereof, then in the Executive’s possession, shall be returned to the Company
immediately;




     (x) All ideas, inventions, designs, processes, discoveries, enhancements,
plans, writings, and other developments or improvements (the “Inventions”) conceived
by the Executive, alone or with others, during the term of her employment, whether
or not during working hours, that are within the scope of the Executive’s business
operations or that relate to any of the Company’s work or projects (including any
and all inventions based wholly or in part upon ideas conceived during the
Executive’s employment with the Company), are the sole and exclusive property of the
Company. The Executive further agrees that (1) she will promptly disclose all
Inventions to the Company and hereby assigns to the Company all present and future
rights she has or may have in those Inventions, including without limitation those
relating to patent, copyright, trademark or trade secrets; and (2) all of the
Inventions eligible under the copyright laws are “work



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made for hire.” At the request of and without charge to the Company and without
cost to the Executive, the Executive will do all things deemed by the Company to be
reasonably necessary to perfect title to the Inventions in the Company and to assist
in obtaining for the Company such patents, copyrights or other protection as may be
provided under law and desired by the Company, including but not limited to
executing and signing any and all relevant applications, assignments or other
instruments. Notwithstanding the foregoing, pursuant to the Employee Patent Act,
Illinois Public Act 83-493, the Company hereby notifies the Executive that the
provisions of this subparagraph (x) shall not apply to any Inventions for which no
equipment, supplies, facility or trade secret information of the Company was used
and which were developed entirely on the Executive’s own time, unless (1) the
Invention relates (i) to the business of the Company, or (ii) to actual or
demonstrably anticipated research or development of the Company, or (2) the
Invention results from any work performed by the Executive for the Company;




     (xi) All client lists, supplier lists, and client and supplier information are
and shall remain the exclusive property of the Company, regardless of whether such
information was developed, purchased, acquired, or otherwise obtained by the Company
or the Executive. The Executive also agrees to furnish to the Company on demand at
any time during her employment, and upon the termination of her employment, any
records, notes, computer printouts, computer programs, computer software, price
lists, microfilm, or any other documents related to the Company’s business,
including originals and copies thereof;




     (xii) The Executive may become aware of “material” nonpublic information
relating to clients whose stock is publicly traded. The Executive acknowledges that
she is prohibited by law as well as by Company policy from trading in the shares of
such clients while in possession of such information or directly or indirectly
disclosing such information to any other persons so that they may trade in these
 shares. For purposes of this subparagraph (xii), “material” information may include
any information, positive or negative, which might be of significance to an investor
in determining whether to purchase, sell or hold the stock of publicly traded
clients. Information may be significant for this purpose even if it would not alone
determine the investor’s decision. Examples include a potential business
acquisition, internal financial information that departs in any way from what the
market would expect, the acquisition or loss of a major contract, or an important
financing transaction.




     (b) Remedy for Breach. The Executive agrees that in the event of a material
breach or threatened material breach of any of the covenants contained in this Paragraph 6,
the Company will have the right and remedy to have such covenants specifically enforced by
any court having jurisdiction, it being acknowledged and agreed that any material breach of
any of the covenants will cause irreparable injury to the Company and that money damages
will not provide an adequate remedy to the Company.




     (c) Blue-Penciling. The Executive acknowledges and agrees that the
non-competition and non-solicitation provisions contained herein are reasonable and valid in
geographic, temporal and subject matter scope and in all other respects, and do not



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impose limitations greater than are necessary to protect the goodwill, Confidential
Information and other business interests of the Company. Nevertheless, if any court or
arbitrator determines that any of said restrictive covenants and agreements, or any part
thereof, is unenforceable because of the duration or geographic scope of such provision,
such court or arbitrator will have the power to reduce the duration, geographic scope or
other scope of such provision, as the case may be, and, in its reduced form, such provision
will then be enforceable to the maximum extent permitted by applicable law.



          7. Termination of Employment.





     (a) Termination as a Result of Death or Disability. The Executive’s employment
with the Company shall terminate automatically upon the Executive’s death during the
Employment Term. If the Disability of the Executive has occurred during the Employment Term
(pursuant to the definition of “Disability” set forth below), the Company may give to the
Executive written notice of its intention to terminate the Executive’s employment. In such
event, the Executive’s employment with the Company shall terminate effective on the 30th day
after receipt of such notice by the Board (the “Disability Effective Date”), provided that,
within the 30 days after receipt of notice, the Executive shall not have returned to
substantial performance of the Executive’s duties. For purposes of this Agreement,
“Disability” shall mean the absence of the Executive from the Executive’s duties with the
Company for 120 consecutive days, or a total of 180 days in any 12-month period, as a result
of incapacity due to mental or physical illness that is determined to be total and permanent
by a physician jointly selected by the Company and the Executive or the Executive’s legal
representative, or, if the parties cannot agree on the selection of such physician then each
shall choose a physician and the two physicians shall jointly select a physician to make
such binding determination.




     (b) Termination by the Company for Cause. The Company may terminate the
Executive’s employment during the Employment Term for Cause at any time upon written notice
from the CEO or the Board specifying such Cause and the expiration of the cure period
specified below, and thereafter, the Company’s obligations hereunder (other than the
obligation to pay any accrued salary or benefit) shall cease and terminate; provided,
however, that such written notice shall not be delivered until after the CEO or the Board
shall have given the Executive written notice specifying the conduct alleged to have
constituted such Cause. The Executive shall have 30 days to cure the matters specified in
the notice delivered by the Board (to the extent that such matters are curable). For
purposes of this Agreement, “Cause” shall mean the Executive’s willful misconduct,
dishonesty or other willful actions (or willful failures to act) which are materially and
demonstrably injurious to the Company, or a material breach by the Executive of one or more
terms of this Agreement, which shall include the Executive’s habitual neglect of the
material duties required of her under this Agreement. For purposes of this Paragraph, no act
or failure to act, on the part of the Executive, shall be considered “willful” unless it is
done, or omitted to be done, by the Executive in bad faith or without reasonable belief that
the Executive’s action or omission was in the best interests of the Company. Any act, or
failure to act, based upon authority given pursuant to a resolution duly adopted by the
Board or based upon the advice of counsel for the Company shall be presumed to be done, or
omitted to be done, by the Executive in good faith and in the best interests of the



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Company. In addition, Executive’s employment shall be deemed to have terminated for
Cause if, within six months after Executive’s Date of Termination, based on facts and
circumstances discovered after the Executive’s employment has terminated, the Board
determines in good faith after appropriate investigation that the Executive committed an act
during the Employment Term that would have justified a termination for Cause.




     (c) Termination by the Executive for Good Reason. The Executive’s employment
with the Company may be terminated by the Executive for Good Reason. For purposes of this
Agreement, “Good Reason” shall mean any of the following actions, events or conditions that
occur without the express written consent of the Executive:




     (i) removal by the Company of the Executive’s title of President and Chief
Operating Officer, or a change such that Executive no longer reports to the CEO;




     (ii) any material changes by the Company in the Executive’s title, functions,
duties, or responsibilities which changes would cause the Executive’s position with
the Company to become of significantly less responsibility, importance or scope as
compared to the position and attributes that applied to the Executive as of the
Effective Date;




     (iii) any material failure by the Company to comply with any of the provisions
of the Agreement; or




     (iv) the requirement made by the Company that the Executive relocate her
residence;




provided that, the Executive must provide written notice to the Board of her intent to
terminate employment for Good Reason due to the action, event or condition described in (i)
through (iv) above within a period not to exceed ninety (90) days of the initial existence
of the action, event or condition, and must provide the Company a period of at least thirty
(30) days during which it may remedy the action, event or condition. Additionally, subject
to the next following sentence, the Executive may terminate employment with the Company
voluntarily upon thirty (30) days prior written notice delivered to the Company on any date
during the thirty (30) day period (the “CEO Transition Notice Period”) beginning on the six
(6) month anniversary of the date that a new Chief Executive Officer (other than the
Executive) is appointed to replace the individual who is the Chief Executive Officer on the
Effective Date for any reason, and such termination will be deemed to be for Good Reason
under this Paragraph 7(c). The Executive’s right to terminate voluntarily under the
preceding sentence shall not apply if the Company has offered the Executive the position of
Chief Executive Officer at any time prior to the start of the CEO Transition Notice Period.




     (d) Termination by the Company Other Than for Cause, Death or Disability or by the
Executive Without Good Reason. In addition to the provisions of subparagraphs 7(a), (b)
and (c), the Executive’s employment with the Company may be terminated on written notice at
any time during the Employment Term by the Company other than for Cause, Death or
Disability, or by the Executive without Good Reason.



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     (e) Notice of Termination. Any termination by the Company for Cause, or by the
Executive for Good Reason, shall be communicated by Notice of Termination to the other
party. For purposes of this Agreement, a “Notice of Termination” means a written notice that
(1) indicates the specific termination provision in this Agreement relied upon, (2) to the
extent applicable, sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive’s employment under the provision so
indicated, and (3) if the Date of Termination (as defined in Paragraph 7(f) hereof) is other
than the date of receipt of such notice, specifies the termination date (which date shall be
not more than 60 days after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or circumstance which contributes
to a showing of Good Reason or Cause shall not waive any right of the Executive or the
Company, respectively, hereunder or preclude the Executive or the Company, respectively,
from asserting such fact or circumstance in enforcing the Executive’s or the Company’s
rights hereunder.




     (f) Date of Termination. “Date of Termination” means (1) if the Executive’s
employment is terminated by the Company for Cause, the expiration of the cure period
specified in Paragraph 7(b) hereof, (2) if the Executive’s employment is terminated by the
Executive for Good Reason, the date of receipt of the Notice of Termination or any later
date specified therein, as the case may be, if as of the 30th day following the Company’s
receipt of such notice, such events, actions or conditions have not been corrected in all
material respects, (3) if the Executive’s employment is terminated by reason of death or
Disability, the date of death of the Executive or the Disability Effective Date, as the case
may be, and (4) if the Executive’s employment is terminated by the Company other than for
Cause or Disability, or by the Executive without Good Reason, 30 days after the date of
receipt by the non-terminating party of a written notice of termination or such shorter time
as the Board thereafter specifies in a written notice to the Executive, so long as Executive
is compensated for said 30-day period in accordance with Paragraph 5.




     (g) For avoidance of doubt, parties agree that delivery of notice by Company to
Executive of Company’s intent not to renew this Agreement shall not be considered an event
of Good Reason or a termination by Company for Cause.



          8. Obligations of the Company upon Termination of Employment.





     (a) Termination by the Company Other Than for Cause or Disability or by the
Executive for Good Reason. If during the Employment Term, (1) the Company terminates the
Executive’s employment other than for Cause or Disability, (2) the Executive terminates her
employment for Good Reason, or (3) the Executive’s employment terminated because of her
death, then in any such case:




     (i) the Company shall pay to the Executive (or the Executive’s legal
representatives in the event of her death) in a lump sum in cash within thirty (30)
days after the Date of Termination an amount equal to two (2.0) times the sum of (A)
the Executive’s then current Base Salary plus (B) the average of her three most
recent annual bonuses;



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     (ii) the Company shall pay to the Executive (or the Executive’s legal
representatives in the event of her death) an annual bonus amount for the year in
which termination occurs, payable in a lump sum in cash within thirty (30) days
after the Date of Termination (or as soon thereafter as is practicable) based on an
estimate of Company performance for the period before her Date of Termination, as
determined by the Compensation Committee of the Board, and the terms and conditions
of the Company’s annual bonus or incentive plan, and pro rated to reflect the number
of days out of 365 during which the Executive was employed by Company during the
year of her termination, including the Date of Termination; provided that the
estimate of Company performance for the period before her Date of Termination shall
be reconciled with actual performance after the year of her termination and the
Compensation Committee of the Board shall make any necessary adjustment in the
amount payable. In the event of an underpayment/overpayment based on such
reconciliation, the Company shall promptly pay to the Executive (or the Executive’s
legal representatives in the event of her death) the amount of any underpayment or
the Executive (or the Executive’s legal representatives in the event of her death)
shall promptly pay to the Company the amount of any overpayment, as the case may be;




     (iii) the Executive (or the Executive’s family in the event of her death) shall
be entitled to continuation of healthcare benefits at the same level and cost to
Executive (or the Executive’s family in the event of her death) as immediately
preceding the Executive’s termination, until the earlier of (A) 24 months after the
Date of Termination; or (B) Executive and her family have obtained other
substantially similar healthcare coverage;




     (iv) the provisions of Subparagraph 8(a) shall not affect any rights of the
Executive or the Executive’s heirs, administrators, executors, legatees,
beneficiaries or assigns under the Company’s benefit plans or programs.




     (b) Termination as a Result of the Executive’s Disability. If during the
Employment Term, the Executive’s employment is terminated by reason of the Executive’s
Disability, then:




     (i) the Company shall pay to the Executive or Executive’s legal representatives
in a lump sum in cash within 30 days after the Date of Termination an amount equal
to two (2.0) times the sum of (1) the Executive’s then current Base Salary plus (2)
the average of her three most recent annual bonuses;




     (ii) the Company shall pay to the Executive an annual bonus for the year in
which termination occurs, payable in a lump sum in cash within thirty (30) days
after the Date of Termination (or as soon thereafter as is practicable) based on an
estimate of Company performance for the period before her Date of Termination, as
determined by the Compensation Committee of the Board, and the terms and conditions
of the Company’s annual bonus or incentive plan, and pro rated to reflect the number
of days out of 365 during which the Executive was employed by Company during the
year of her termination, including the



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Disability Effective Date; provided that the estimate of Company performance
for the period before her Date of Termination shall be reconciled with actual
performance after the year of her termination and the Compensation Committee of the
Board shall make any necessary adjustment in the amount payable. In the event of an
underpayment/overpayment based on such reconciliation, the Company shall promptly
pay to the Executive (or the Executive’s legal representatives in the event of her
death) the amount of any underpayment or Executive (or the Executive’s legal
representatives in the event of her death) shall promptly pay to the Company the
amount of any overpayment, as the case may be;




     (iii) the Executive shall be entitled to continuation of healthcare benefits at
the same level and cost to the Executive as immediately preceding the Executive’s
Date of Termination, until the earlier of (A) 24 months after her Date of
Termination; or (B) Executive and her family have obtained other substantially
similar healthcare coverage;




     (iv) the provisions of this Subparagraph 8(b) shall not affect any rights of
the Executive or the Executive’s heirs, administrators, executors, legatees,
beneficiaries or assigns under the Company’s benefit plans or programs.




     (c) Termination by the Company for Cause or by the Executive other than for Good
Reason. If during the Employment Term (i) the Executive’s employment is terminated by
the Company for Cause, (ii) the Executive voluntarily terminates her employment not for Good
Reason, then the Company shall have no further obligation to the Executive other than the
obligation to pay to the Executive (A) her Base Salary through the Date of Termination and
(B) any other compensation and benefits due to the Executive in accordance with this
Agreement, in each case to the extent theretofore unpaid.




     (d) Termination Following Change of Control. If, (1) during the one year period
following a Change of Control, the Company terminates the Executive’s employment other than
for Cause, death or Disability or the Executive terminates her employment for any reason, or
(2) during the one-year period preceding a Change of Control, the Company terminates the
Executive’s employment, other than for Cause, death or Disability, in anticipation of a
Change of Control transaction that the Board is actively considering and that is ultimately
consummated, then;




     (i) the Company shall pay to the Executive or the Executive’s legal
representatives in a lump sum in cash on the date of such termination an amount
equal to three (3.0) times the sum of (1) the Executive’s Base Salary, plus (2) the
average of her three most recent annual bonuses; provided that, the payment under
this paragraph (d) shall be in lieu of any payment under Paragraphs 8(a), (b) or (c)
above, and if the Executive has already received any such payment, the payment under
this Paragraph 8(d) shall be reduced, but not below zero, by the amount of such
other payment.



12









 






     (ii) the Company shall pay to the Executive an annual bonus for the year in
which termination occurs, payable in a lump sum in cash within thirty (30) days
after the Date of Termination based on an estimate of Company performance for the
period before her Date of Termination, as determined by the Compensation Committee
of the Board, and the terms and conditions of the Company’s annual bonus or
incentive plan, and pro rated to reflect the number of days out of 365 during which
the Executive was employed by Company during the year of her termination, including
the Date of Termination; provided that the estimate of Company performance for the
period before her Date of Termination shall be reconciled with actual performance
after the year of her termination and the Compensation Committee of the Board shall
make any necessary adjustment in the amount payable. In the event of an
underpayment/overpayment based on such reconciliation, the Company shall promptly
pay to the Executive (or the Executive’s legal representatives in the event of her
death) the amount of any underpayment or the Executive (or the Executive’s legal
representatives in the event of her death) shall promptly pay to the Company the
amount of any overpayment, as the case may be;




     (iii) the Executive shall be entitled to continuation of any healthcare
benefits at the same level and cost to Executive as immediately preceding
Executive’s Date of Termination until the earlier of (A) 24 months after her Date of
Termination; or (B) Executive and her family have obtained other substantially
similar healthcare coverage.




     (iv) the provisions of this Subparagraph 8(d) shall not affect any rights of
the Executive or the Executive’s heirs, administrators, executors, legatees,
beneficiaries or assigns under the Company’s benefit plans or programs.




     (v) for the purpose of this Agreement, a “Change of Control” shall have been
deemed to have occurred if at any time during the Employment Term:




     (A) the Company sells or otherwise disposes in an arms length
transaction assets of the Company having a fair market value of at least 60%
of the fair market value of the total assets of the Company and its
subsidiaries on a consolidated basis, or the Company sells or otherwise
disposes of a majority of the equity ownership or voting control of any
member of any corporation or other entity holding substantially all of the
assets of the Company, in a single transaction or series of related
transactions, or




     (B) acquisition by (1) any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) or
(2) two or more Persons of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of more than 50% of either (I) the
            shares of Common Stock outstanding immediately after such acquisition (the
“Company Common Stock”) or (II) the combined voting power of the voting
securities of the Company entitled to vote generally in the election of
directors outstanding



13









 







immediately after such acquisition (the “Company Voting Securities”);
provided, however, that for purposes of this subparagraph (B) the following
acquisitions of securities shall not constitute or be included when
determining whether there has been a Change of Control: (x) any acquisition
by the Company, or (y) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation
controlled by the Company; or




     (C) consummation of a reorganization, merger or consolidation or the
sale or other disposition of all or substantially all of the assets of the
Company, or the acquisition of the assets of another corporation by the
Company (in each case, a “Business Combination”), unless, following any such
Business Combination, (1) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Company Common
Stock and Company Voting Securities outstanding immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 60%
of, respectively, the then outstanding shares of common stock or the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly
or through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination, of the
Company Common Stock and Company Voting Securities outstanding, as the case
may be, (2) no Person (excluding any corporation resulting from such
Business Combination or any employee benefit plan or related trust of the
Company or any corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 50% or more of, respectively, the
then outstanding shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (3) at least a
majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Company’s Board
of Directors at the time of the execution of the initial agreement, or of
the action of the Company’s Board of Directors, providing for such Business
Combination.




     (e) No Mitigation or Offset. Payments and benefits under Paragraphs 7 and 8
shall not be subject to mitigation or offset for compensation or benefits received due to
future employment obtained by the Executive.




     (f) Release. Notwithstanding anything herein to the contrary, the payments and
benefits under Paragraphs 7 and 8 shall only be payable if the Executive executes and
delivers to the Company, and does not revoke, a form of General Release and Waiver



14









 







Agreement, which releases the Company, its subsidiaries, affiliates, officers,
directors, employees, agents, benefit plans, fiduciaries and their insurers, successors, and
assigns of any and all claims of the Executive under this Agreement or related to or arising
out of the Executive’s employment hereunder, occurring up to the release date, which the
Company shall present to the Executive within twenty-one (21) calendar days after the
Executive’s termination. This General Release and Waiver Agreement also shall include the
Company’s release of all known claims against Executive, other than claims as to matters
that would constitute Cause; provided, however, that any such claim is made within one year
of the Executive’s delivery of the executed General Release and Waiver Agreement. Payment
of the amounts described in Paragraphs 7 and 8 shall commence no earlier than eight (8) days
following the date on which the Executive delivers to the Company (and does not revoke) an
executed and enforceable General Release and Waiver Agreement as described herein.



          9. Golden Parachute Provision.





     (a) Excess Parachute Payments. In the event that any amount or benefits made
or provided to the Executive above and under all other plans and programs of the Company
(the “Covered Payments”) is determined to constitute a Parachute Payment, as such term is
defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”),
the Company shall pay to the Executive, prior to the time any Code Section 4999 excise tax
(“Excise Tax”) is payable with respect to any such Covered Payment, an additional amount
that is equal to (i) the Excise Tax on the Covered Payment, plus (ii) the aggregate amount
of any interest, penalties, fees or additions to any tax that are imposed in connection with
the imposition of such Excise Tax, plus (iii) all additional income, excise and other
applicable taxes imposed on the Executive under the laws of any Federal, state or local
government or taxing authority by reason of the payments required under clauses (i) and (ii)
and this clause (iii) (amounts paid under clauses (i)-(iii) above are hereinafter referred
to collectively as the “Gross-Up Payment”).




     (b) Procedure for Determinations. All determinations required to be made under
this Paragraph 9 and the assumptions to be utilized in arriving at such determinations,
shall be made by the independent public accountants then regularly retained by the Company
(the “Accounting Firm”), which shall provide detailed supporting calculations both to the
Company and the Executive within fifteen (15) business days of the receipt of notice from
the Company or the Executive that there have been Covered Payments, or such earlier time as
is requested by the Company. In the event that the Accounting Firm is serving as accountant
or auditor for the individual, entity or group effecting the Change of Control, the Company
shall appoint another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the Accounting Firm
hereunder) in consultation with counsel acceptable to the Executive. All fees and expenses
of the Accounting Firm and such counsel shall be borne solely by the Company.




     Any Gross-Up Payment, as determined pursuant to this Paragraph 9, shall be paid by the
Company to the Executive within five (5) days of the receipt of the Accounting Firm’s
determination. If the Accounting Firm determines that no Excise Tax is payable by the
Executive, it shall furnish the Executive with a written opinion that failure to



15









 







report the Excise Tax on the Executive’s applicable federal income tax return would not
result in the imposition of a negligence or similar penalty. Any good faith determination
by the Accounting Firm shall be binding upon the Company and the Executive. As a result of
the uncertainty in the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that
will not have been made by the Company should have been made (“Underpayment”), consistent
with the calculations required to be made hereunder. In the event that the Company exhausts
its remedies pursuant to paragraph (c), below, and the Executive thereafter is required to
make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive. The Company also will pay any interest,
penalties and income tax imposed on the Executive related to such Underpayment. All
references to the Company shall include any successor to the Company in a Change of Control




     (c) Internal Revenue Service Claims. In the event that upon any audit by the
Internal Revenue Service, or by a state or local taxing authority, of the Covered Payments,
a change is formally determined to be required in the amount of taxes paid by the Executive,
appropriate adjustments will be made under this Agreement such that the net amount that is
payable to Executive after taking into account the provisions of Code Section 4999 will
reflect the intent of the parties as expressed in this Paragraph. The Executive shall
notify the Company in writing of any claim by the Internal Revenue Service that, if
successful, would require payment of an additional Excise Tax on the Covered Payments (a
“Claim”). Such notification shall be given as soon as practicable but no later than ten
(10) business days after the Executive is informed in writing of such Claim and shall
apprise the Company of the nature of such Claim and the date on which such Claim is
requested to be paid. The Executive shall not pay such Claim prior to the expiration of the
thirty (30)-day period following the date on which she gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect to such Claim
is due). If the Company notifies the Executive in writing prior to the expiration of such
period that it desires to contest such Claim, the Executive shall:




     (i) give the Company any information reasonably requested by the Company
relating to such Claim,




     (ii) take such action in connection with contesting such Claim as the Company
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such Claim by an attorney
reasonably selected by the Company,




     (iii) cooperate with the Company in good faith in order effectively to contest
such Claim, and




     (iv) permit the Company to participate in any proceedings relating to such
Claim;




     provided, however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such



16









 







contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for
any Excise Tax or income tax (including interest and penalties with respect thereto) imposed
as a result of such representation and payment of costs and expenses. Without limitation on
the foregoing provisions of this subparagraph (c), the Company, at its sole option, may
pursue or forgo any and all administrative appeals, proceedings, hearings and conferences
with the taxing authority in respect of such Claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a refund or contest the Claim in any
permissible manner, and the Executive agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in one (1) or
more appellate courts, as the Company shall determine, provided, however, that if the
Company directs the Executive to pay such Claim and sue for a refund, the Company shall
advance the amount of such payment to the Executive on an interest-free basis or, if such an
advance is not permissible thereunder, pay the amount of such payment to the Executive as
additional compensation, and shall indemnify and hold the Executive harmless, on an
after-tax basis, from any Excise Tax or income tax (including interest or penalties with
respect thereto) imposed with respect to such advance or additional compensation; and
further provided that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. The Company shall reimburse
any fees and expenses provided for under this Paragraph 9 on or before the last day of the
Executive’s taxable year following the taxable year in which the fee or expense was
incurred, and in accordance with the other requirements of Code Section 409A and Treasury
Regulation §1.409A-3(i)(1)(v) (or any similar or successor provisions).




     (d) Refund. If, after the receipt by the Executive of an amount advanced or
paid by the Company pursuant to Subparagraph (c), the Executive becomes entitled to receive
any refund with respect to such claim, the Executive shall (subject to the Company’s
complying with the requirements of subparagraph (c)) promptly pay to the Company the amount
of such refund (together with any interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by the Executive of an amount advanced by the Company
pursuant to Subparagraph (c), a determination is made that the Executive shall not be
entitled to any refund with respect to such Claim and the Company does not notify the
Executive in writing of its intent to contest such denial of refund prior to the expiration
of thirty (30) days after such determination, then such advance shall be forgiven and shall
not be required to be repaid.



          10. Governing Law; Arbitration; Jurisdiction; Attorneys’ Fees.




          This Agreement is made and entered into and will be governed by and interpreted in accordance
with the laws of and before the courts of the State of Illinois. The Company and the Executive
agree that any dispute regarding this Agreement that cannot be resolved amicably by the parties
will be submitted to arbitration within 60 days of the date the dispute arose and will be resolved
in accordance with the rules of the American Arbitration Association for expedited cases then in
effect. The arbitrator shall be bound by controlling law, and shall have no authority to ignore or
vary terms of this Agreement or to award any exemplary, indirect, consequential or punitive
damages. The arbitrator will be mutually selected by the parties or in



17









 







the event the parties cannot mutually agree, then appointed by the American Arbitration
Association. Any arbitration will be held in Chicago, Illinois and the arbitrator will apply
Illinois law. Judgment upon any award rendered by the arbitrator will be final and binding and may
be entered in any court of competent jurisdiction. The Company will have the absolute right to seek
equitable remedies in any state court of competent jurisdiction in the State of Illinois, County of
Cook, or in a United States District Court in the State of Illinois pursuant to Paragraph 6(b)
hereof. The parties shall be responsible for their own costs and expenses under this Paragraph 10;
provided, however, all costs, fees and expenses (including reasonable attorneys’ fees associated
with such arbitration and court action to enforce judgment upon any award made by an arbitrator)
shall be borne by the Company if the Executive prevails.



          11. Miscellaneous.





     (a) Entire Agreement. This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes any and all
previous agreements, written or oral, regarding the subject matter hereof between the
parties hereto. This Agreement shall not be modified or amended, except by a written
agreement signed by the parties hereto.




     (b) Notices. All notices, requests, demands and other communications required
or permitted to be given or made under this Agreement shall be in writing and shall be
deemed to have been given if delivered by hand, sent by generally recognized overnight
courier service, telex or telecopy with confirmation of receipt, or mail:




	 	(i)	 	to the Company:


Navigant Consulting, Inc.

Attn: General Counsel

30 S. Wacker Drive

Chicago, Illinois 60606
	 
	 	(ii)	 	to the Executive:


Julie M. Howard

Navigant Consulting, Inc.

30 S. Wacker Drive

Chicago, Illinois 60606






or to such other address as either party shall have furnished to the other in writing in
accordance herewith. Notice and communications will be effective when actually received by
the addressee.




     (c) Indemnification. The Company agrees that if the Executive is made a party,
or is threatened to be made a party, to any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a “Proceeding”), by reason of the fact that she
is or was a director, officer or employee of the Company or is or was serving at the request
of the Company as a director, officer, member, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether or not the basis of such Proceeding is the Executive’s



18









 







alleged action in an official capacity while serving as a director, officer, member,
employee or agent, the Executive shall be indemnified and held harmless by the Company to
the fullest extent legally permitted or authorized by the Company’s certificate of
incorporation or. bylaws or resolutions of the Company’s Board of Directors or, if greater,
by the laws of the State of Delaware, against all cost, expense, liability and loss
(including, without limitation, attorneys’ fees, judgments, fines, ERISA Excise Taxes or
other liabilities or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Executive in connection therewith, and such indemnification
shall continue as to the Executive even if she has ceased to be a director, member, employee
or agent of the Company or other entity, with respect to acts or omissions which occurred
prior to her cessation of employment with the Company, and shall inure to the benefit of the
Executive’s heirs, executors and administrators. The Company shall advance to the Executive
all reasonable costs and expenses incurred by her in connection with a Proceeding within 20
calendar days after receipt by the Company of a written request, for such advance. Such
request shall include an undertaking by the Executive to repay the amount of such advance if
it shall ultimately be determined that she is not entitled to be indemnified against such
costs and expenses.




     Neither the failure of the Company (including its board of directors, independent legal
counsel or stockholders) to have made a determination prior to the commencement of any
proceeding concerning payment of amounts claimed by the Executive under Paragraph 11(c)
above that indemnification of the Executive is proper because he has met the applicable
standard of conduct, nor a determination by the Company (including its board of directors,
independent legal counsel or stockholders) that the Executive has not met such applicable
standard of conduct, shall create a presumption that the Executive has not met the
applicable standard of conduct.




     The Company agrees to maintain during the Employment Term and thereafter one or more
directors’ and officers’ liability insurance policies covering the Executive with the same
terms and aggregate limits of liability as apply to the Company’s other senior executive
officers.




     (d) Assignment. This Agreement is personal to the Executive and without the
prior written consent of the Company it shall not be assignable by the Executive other than
by will or the laws of descent and distribution. This Agreement will inure to the benefit of
and be enforceable against the Executive’s legal representatives. This Agreement will inure
to the benefit of and be binding upon the Company and its successors and assigns. The
Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation, share exchange or otherwise) to all or substantially all of the business
and/or assets of the Company to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform it if no
such succession had taken place. For purposes of this Agreement, the term “Company” means
the Company as hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of law, or
otherwise.




     (e) Severability. If any provision of this Agreement is held invalid or
unenforceable, either in its entirety or by virtue of its scope or application to given



19









 







circumstances, such provision will thereupon be deemed modified only to the extent
necessary to render such provision valid, or not applicable to given circumstances, or
excised from this Agreement, as the situation may require, and this Agreement will be
construed and enforced as if such provision had been included herein as so modified in scope
or application, or had not been included herein, as the case may be. Should this Agreement,
or any one or more of the provisions hereof, be held to be invalid, illegal or unenforceable
within any governmental jurisdiction or subdivision thereof, the Agreement or any such
provision or provisions will not as a consequence thereof be deemed to be invalid, illegal
or unenforceable in any other governmental jurisdiction or subdivision thereof.




     (f) Waiver. The Executive’s or the Company’s failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any right the
Executive or the Company may have hereunder, will not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement.




     (g) Counterparts. This Agreement may be executed in two counterparts, each of
which will be deemed an original and both of which taken together will constitute a single
instrument.




     (h) Application of Code Section 409A. To the extent applicable, it is intended
that this Agreement comply with the provisions of Code Section 409A, so as to prevent
inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable
year that is prior to the taxable year or years in which such amounts or benefits would
otherwise actually be distributed, provided or otherwise made available to the Executive.
This Agreement shall be construed, administered, and governed in a manner consistent with
this intent and the following provisions of this Paragraph shall control over any contrary
provisions of this Agreement.




     (i) In the event the Executive is a “specified employee” within the meaning of
Code Section 409A(a)(2)(B)(i) and delayed payment of any amount or commencement of
any benefit under this Agreement is required to avoid a prohibited distribution
under Code Section 409A(a)(2), then amounts payable in connection with the
Executive’s termination of employment will be delayed and paid, with interest at the
rate of 5% per annum, in a single lump sum six months thereafter (or if earlier, the
date of Executive’s death); provided, however, that payments to which Executive is
entitled under Paragraph 8 of this Agreement need not be delayed under this
subparagraph (h)(i) to the extent those payments would comply with the requirements
of Treas. Reg. §1.409A-1(a)(b)(9), which generally requires that such payments not
exceed two times the lesser of (A) the Executive’s annualized compensation based on
her annual rate of pay in the year before the Date of Termination or (B) the Code
Section 401(a)(17) limit applicable to qualified plans during the year of
Executive’s date of termination, or would otherwise be payable without delay without
violating Section 409A.




     (ii) Payments and benefits hereunder upon Executive’s termination or severance
of employment with the Company that constitute deferred compensation under Code
Section 409A payable shall be paid or provided only at



20









 







the time of a termination of Executive’s employment that constitutes a
“separation from service” within the meaning of Code Section 409A (subject to a
possible six-month delay pursuant to the subparagraph (i) above).




     (iii) For purposes of Code Section 409A, each payment under this Agreement
shall be treated as a right to a separate payment for purposes of Code Section 409A.




     (iv) All reimbursements and in kind benefits provided under this Agreement,
including, but not limited to, payments under Paragraphs 9 and 11(c), shall be made
or provided in accordance with the requirements of Code Section 409A, including,
where applicable, the requirement that (A) any reimbursement is for expenses
incurred during Executive’s lifetime (or during a shorter period of time specified
in this Agreement), (B) the amount of expenses eligible for reimbursement, or in
kind benefits provided, during a calendar year may not affect the expenses eligible
for reimbursement, or in kind benefits to be provided, in any other calendar year,
(C) the reimbursement of an eligible expense will be made on or before the last day
of the calendar year following the year in which the expense is incurred, and (D)
the right to reimbursement or in kind benefits is not subject to liquidation or
exchange for another benefit.




     (v) If any compensation or benefits provided by this Agreement result in the
application of Code Section 409A, the Company shall modify this Agreement in the
least restrictive manner necessary in order to comply with the provisions of Code
Section 409A and, in each case, without any material diminution in the value of the
payments or benefits to the Executive. If the Executive or the Company believes, at
any time, that any such compensation or benefit is subject to tax under Code Section
409A, it shall advise the other and the Company and the Executive shall reasonably
cooperate in good faith to take such steps as necessary, including amending (and, as
required, consenting to the amendment of) this Agreement, to avoid the imposition of
tax under Code Section 409A, in each case, without any material diminution in the
value of the payments or benefits to the Executive.




     (v) References in this Agreement to Code Section 409A include both that section
of the Code itself and any guidance promulgated thereunder.



21









 






     (i) Prior Agreement. The parties hereto agree to terminate the Prior Agreement
as of the Effective Date, and agree that, following termination of the Prior Agreement,
there shall be no liability on the part of either party hereto with respect to the Prior
Agreement.



          IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Navigant Consulting, Inc.	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ William M. Goodyear
	 	 	 	/s/ Julie M. Howard	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	William M. Goodyear
	 	 	 	Julie M. Howard	 	 
	 

	 	Its Chief Executive Officer
	 	 	 	Dated: December 19, 2008	 	 
	 

	 	Dated: December 19, 2008	 	 	 	 	 	 







22