exv10w4






Exhibit 10.4




AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT effective as of January 1, 2009 (the “Effective
Date”), which incorporates the original employment agreement dated as of May 19, 2000, Amendment
No. 1 also dated as of May 19, 2000, Amendment No. 2, dated as of May 19, 2001, a third amendment,
dated as of January 1, 2003, and a fourth amendment incorporated herein, (the “Agreement”), is
between Navigant Consulting, Inc., a Delaware corporation (the “Company”), and William M. Goodyear
(the “Executive”).



RECITALS





	 	A.	 	The Executive possesses knowledge, skill and experience advantageous to the
Company.
	 
	 	B.	 	The Company desires to employ the Executive as its Chief Executive Officer, and
the Executive desires to accept such employment, on the terms and conditions set forth
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 as of the Effective Date and will continue indefinitely, subject to termination by
either party as provided in Paragraphs 7, 8 and 9 hereof (the “Employment Term”).
	 
	3.	 	Position and Responsibilities. During the period of his employment hereunder, the Executive
agrees to serve the Company; and the Company shall employ the Executive, as its Chairman and
Chief Executive Officer. During the Employment Term, the Executive shall possess such broad
powers and perform such duties and functions as are normally incident to, the position of
Chairman and Chief Executive Officer with an entity of an equivalent size and nature as the
Company.
	 
	4.	 	Performance of Duties; Commitment of Time. During the Employment Term the Executive shall
discharge the following obligations:






	 	(a)	 	During the period of his employment hereunder and except for illness,
reasonable vacation periods, and reasonable leaves of absence, the Executive shall
devote his best efforts and a reasonable amount of his business time (which shall not
be less than full time), attention and skill 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.
	 
	 	(b)	 	The Executive shall report directly and exclusively to the Company’s Board of
Directors (“the Board”), and he shall perform all of his duties in accordance with such
reasonable directions, requests, rules and regulations as are specified by the Board in
connection with his 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 him
hereunder. The Company acknowledges that the Executive is currently involved with
several businesses. The Executive represents and warrants that such involvement will
not affect the performance of the Executive’s duties as specified in this Paragraph 4.






	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 $850,000 subject to
authorized withholding and other deductions. The annual salary will be reviewed
annually and, if appropriate, increased by the Company in the sole discretion of the
Compensation Committee of its Board. Such annual salary, as so increased, is
hereinafter referred to as the “Base Salary.”1
	 
	 	(b)	 	Discretionary Bonus. During the Employment Term, the Executive will be
eligible to receive such cash bonus or bonuses as are determined to be appropriate by
the Compensation Committee of the Board. Such bonus or bonuses shall be based upon the
Compensation Committee’s review of the Executive’s performance.2
	 
	 	(c)	 	Employee Benefits. During the Employment Term, the Executive will be
entitled to receive all benefits of employment generally available to other members of
the Company’s senior executive management, upon his satisfaction of the eligibility or
participation criteria therefor.
	 
	 	(d)	 	Entitlement to Perquisites. For each fiscal year of the Company, or
portion thereof, occurring during the Employment Term, the Executive shall be entitled
to receive those perquisites from the Company which are generally available to other
members of the Company’s senior executive management.







 




			
	1	 	Change made by third amendment effective as of January 1, 2003.
	 
	2	 	Change made by Amendment No. 2 dated as of May 19, 2001.




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	 	(e)	 	Reimbursement of Travel and Entertainment Expenses. The Company shall
pay or reimburse the Executive, in accordance with its normal policies and practices,
for all reasonable hotel, travel and other expenses incurred by the Executive in
connection with the performance of his obligations hereunder.
	 
	 	(f)	 	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, but not in excess
of $10,000.
	 
	 	(g)	 	Withholding Taxes. There shall be deducted and withheld from the Base
Salary and all other compensation payable to the Executive during or following 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 his employment
by, and relationship with, the Company, he will acquire “Confidential Information,” as
defined in Subparagraph (vii) below, as well as special knowledge of the Company’s
relationships with its clients, and that, but for his 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 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 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: software designs and application; plans, modeling products and tools
(including, but not limited to, COMPASS 2000); processes, distribution networks, and
protocols; research bases, systems, and industry benchmarks; and concepts, ideas,
marketing strategies, and other matters not generally known to the public. 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 his
free and voluntary act, after having determined that the provisions contained
herein are of a material benefit to him, and that the duties and obligations
imposed on him hereunder are fair and reasonable and will not prevent him from
earning a comparable livelihood following the termination of his 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




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	 	 	 	to review the terms hereof with an attorney or other representative if he 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 his employment
with the Company and for a period of one year after termination of the
Executive’s employment hereunder for any reason whatsoever or for no reason,
whether voluntary or involuntary, 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, solicit or
direct any person, firm, corporation, association, or other entity to
contact or solicit, any of the Employer’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 in the Executive’s
reasonable judgment necessary or appropriate to perform properly the
Executive’s duties under this Agreement, including without limitation
in connection with a sale or potential sale of the Company or of all or
of any portion of the assets of the Company;
	 
	 	(B)	 	solicit on his own behalf or on behalf of any
other person, the services of any person who is an employee of the
Company, nor solicit any of the Company’s employees to terminate
employment with the Company;
	 
	 	(C)	 	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 which competes with the Company in the marketing of




4









 






	 	 	 	products or services developed, marketed or provided by the Company;
and
	 
	 	(D)	 	act as a consultant, advisor, officer, manager,
agent, director, partner, independent contractor, owner, or employee
for or on behalf of any of the Company’s clients or prospective clients
(as hereinafter defined), with respect to any other business activities
in which the Company engages during the term hereof;






	 	(v)	 	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, the Executive hereby consents
to and the Company is hereby given permission to disclose the existence of this
Paragraph 6 to such employer.
	 
	 	(vi)	 	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;
	 
	 	(vii)	 	Both during his employment and thereafter he will not, for any
reason whatsoever, use for himself or disclose to any person not employed by
the Company any “Confidential Information” of the Company acquired by the
Executive during his 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 necessary or appropriate to be disclosed in order to
perform properly the Executive’s 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. 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 his own
private use or commercial purposes. The Executive agrees that “Confidential
Information” includes but is not




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	 	 	 	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 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;
	 
	 	(viii)	 	During and after the term of employment hereunder, 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 him or others, except as in the Executive’s
reasonable judgment is necessary or appropriate for the performance of his
duties under this Agreement, and in such cases, will promptly return such items
to the Company. Upon termination of his 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;
	 
	 	(ix)	 	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 his 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) he will promptly disclose all Inventions to the Company and
hereby assigns to the Company all present and future rights he 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 made for hire.” At the request of and
without charge to the Company, 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,




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	 	 	 	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 (ix) 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;
	 
	 	(x)	 	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 his employment, and upon
the termination of his 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; and
	 
	 	(xi)	 	The Executive may become aware of “material” nonpublic
information relating to clients whose stock is publicly traded. The Executive
acknowledges that he 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 (xi),
“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
noncompetition and nonsolicitation provisions contained herein are reasonable in
geographic,




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	 	 	 	temporal and subject matter scope and in all other respects, and do not impose
limitations greater than are necessary to protect the goodwill, Confidential
Information and other business interests of the Company. Nevertheless, if any court
determines that any of said noncompetition and other restrictive covenants and
agreements, or any provision thereof, is unenforceable because of the duration or
geographic scope of such provision, such court will have the power to reduce the
duration or 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 Company
(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 which 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 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 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 him under this Agreement. For purposes of this
Paragraph, no act or failure to act, on the part of the Executive, shall be




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	 	 	 	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 conclusively presumed to be done, or
omitted to be done, by the Executive in good faith and in the best interests of the
Company. The cessation of employment of the Executive shall not be deemed to be for
Cause unless and until there shall have been delivered to the Executive a copy of a
resolution duly adopted by the Board by the vote of a majority of the entire Board
at a meeting of the Board duly called and held for such purpose, at which the
Executive shall have an opportunity to be present and to be heard, finding that, in
the good faith opinion of the Board, the Executive is guilty of the conduct
described above, and specifying the particulars thereof in detail.
	 
	 	(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, if
taken without the express written consent of the Executive: (1) any material change 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; (2) any material
failure by the Company to comply with any of the provisions of this Agreement; (3) any
change in the number or composition of the Board which causes the Executive to believe
that as a result thereof the exercise of his duties, responsibilities or authorities
may be adversely affected;3 or (4) the requirement made by the Company that
the Executive change his manner of performing his responsibilities so as to require a
change in his residence.
	 
	 	(d)	 	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 which (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) specifies the termination date (which date
shall be not more than 30 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.







 




			
	3	 	Change made by Amendment No. 2 dated as of May 19,
2001.




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	8.	 	Obligations of the Company upon Termination of Employment. Except as otherwise delayed
pursuant to Paragraph 11 relating to the application of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), to Specified Employees (as defined herein), the
following provisions shall apply:






	 	(a)	 	Termination by the Company Other Than for Cause, Death or Disability or by
the Executive for Good Reason. If, during the Employment Term or within one year
after the expiration of this Agreement or any successor agreements4, the
Executive incurs a “Separation from Service” within the meaning of Section 409A of the
Code (a “Separation from Service”) by reason of (i) the Company’s termination of the
Executive’s employment other than for Cause, death or Disability, or (ii) the
Executive’s resignation from employment for Good Reason, then in any such case the
Company shall pay to the Executive in a lump sum in cash within 30 after the date of
Separation from Service (or, in the event any amounts due cannot be determined within
this period, as soon thereafter as is practicable in accordance with U.S. Treasury
Regulation § 1.409A-3(d), relating to administrative delays) an amount equal to two
times the sum of (1) the Executive’s then current Base Salary plus (2) the average of
his three most recent annual bonuses.5 The provisions of this Subparagraph
8(a) shall not affect any rights of the Executive under the Company’s benefit plans or
programs or under any bonus arrangement agreed to by the Executive and the Company.
	 
	 	(b)	 	Termination as a Result of the Executive’s Disability or Death. If,
during the Employment Term, the Executive incurs a Separation from Service by reason of
the Executive’s Disability or death, then the Company shall pay to the Executive or the
Executive’s legal representatives in a lump sum in cash within 30 days after the date
of Separation from Service (or, in the event any amounts due cannot be determined
within this period, as soon thereafter as is practicable in accordance with U.S.
Treasury Regulation § 1.409A-3(d), relating to administrative delays) an amount equal
to two times the sum of (1) the Executive’s then current Base Salary plus (2) the
average of his three most recent annual bonuses.6 The provisions of this
Subparagraph 8(b) shall not affect any rights of the Executive’s heirs, administrators,
executors, legatees, beneficiaries or assigns under the Company’s benefit plans or
programs or under any bonus arrangement agreed to by the Executive and the Company.
	 
	 	(c)	 	Termination by the Company for Cause or by the Executive other than for
Good Reason. If, during the Employment Term, the Executive incurs a Separation
from Service by reason of (i) the Company’s termination of the Executive’s employment
for Cause or (ii) the Executive’s resignation, excluding resignation by him for Good
Reason, then the Company shall have no further obligation to the Executive other than
the obligation to pay to the Executive (A) his Base Salary through the date of
Separation from Service and (B) any other







 




			
	4	 	Change made by Amendment No. 2 dated as of May 19,
2001.
	 
	5	 	Change made by third amendment effective January 1,
2003.
	 
	6	 	Change made by third amendment effective January 1,
2003.




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	 	 	 	compensation and benefits due to the Executive in accordance with this Agreement, in
each case to the extent theretofore unpaid.
	 
	 	(d)	 	Other Benefits Upon Termination. Subject to the foregoing, the Executive’s
participation in (if any) and rights under (if any) any Company employee benefit plans
and programs upon and after any termination of the Executive’s employment by either
party for any or no reason (including without limitation under the LTIP and any
Restricted Stock Award Agreement(s) executed thereunder) will be governed by the terms
and conditions of those plans and programs (as in effect or amended from time to time).






	9.	 	Change of Control Benefits.






	 	(a)	 	Termination Following a Change of Control. If the Executive incurs a
Separation from Service for any reason (including by resignation of Executive)
following a Change of Control of the Company, then the Company shall pay to the
Executive or the Executive’s legal representatives in a lump sum in cash on the date of
such Separation from Service (or, in the event any amounts due cannot be determined
within this period, as soon thereafter as is practicable in accordance with U.S.
Treasury Regulation § 1.409A-3(d), relating to administrative delays) an amount equal
to three times the sum of (1) the Executive’s then current Base Salary plus (2) the
average of his three most recent annual bonuses7; provided that, the payment
under this Subparagraph (a) shall be in lieu of any payment under Subparagraphs 8(a),
8(b) or 8(c).
	 
	 	(b)	 	Termination Prior to a Change of Control. If the Executive incurs a
Separation from Service within the twelve months preceding a Change of Control, for any
reason other than by the Company for Cause or by the Executive other than for Good
Reason, then the Company shall pay to the Executive or the Executive’s legal
representatives in a lump sum in cash within 30 days after the Change of Control, an
amount equal to the sum of (1) the Executive’s Base Salary in effect on the date the
Executive incurred a Separation from Service from the Company plus (2) the average of
his three most recent annual bonuses. The Executive shall not be vested or entitled to
the payments provided hereunder until a Change of Control occurs.
	 
	 	(c)	 	Change of Control. A “Change of Control” shall have been deemed to
have occurred if at any time during the Employment Term:






	 	(i)	 	the Company sells or otherwise disposes of a material interest
in the Company or its businesses or all or a material portion of its assets in
one or more transactions occurring after the Effective Date, including without
limitation a sale or disposition in one or more transactions of assets of the
Company and its subsidiaries having a fair market value of at least 60% of the
fair market value of the total assets of the Company and its







 




			
	7	 	Change made by third amendment effective January 1,
2003.




11









 











	 	 	 	subsidiaries on the Effective Date on a consolidated basis, or the Company
sells or otherwise disposes of in one or more transactions a majority of the
equity ownership or voting control of any corporation or corporations or
other entities holding all or a material portion of the assets of the
Company; or
	 
	 	(ii)	 	acquisition by (A) any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) or
(B) two or more Persons of beneficial ownership (within the meaning of Rule
lad-3 promulgated under the Exchange Act) of more than 50% of either (1) the
 shares of the Company’s common stock outstanding immediately after such
acquisition (the “Company Common Stock”) or (2) the combined voting power of
the voting securities of the Company entitled to vote generally in the election
of directors outstanding immediately after such acquisition (the “Company
Voting Securities”); provided, however, that for purposes of this Subparagraph
(ii) the following acquisitions of securities shall not constitute or be
included when determining whether there has been a Change of Control: (1) any
acquisition by the Company, or (2) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company; or
	 
	 	(iii)	 	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, (A) 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, (B) 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




12









 






	 	 	 	such ownership existed prior to the
Business Combination and (C) at least a
majority of the members of the board of
directors of the corporation resulting
from such Business Combination were
members of the Board at the time of the
execution of the initial agreement, or
of the action of the Board, providing
for such Business Combination.






	10.	 	Tax Gross Ups.






	 	(a)	 	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 Code, the Company shall pay to the Executive, prior to the time any
Code Section 4999 excise tax (“Excise Tax”) is payable to the Internal Revenue Service
or any other applicable taxing authority with respect to any such Covered Payment, an
additional amount which is equal to (i) the Excise Tax on the Covered Payment plus (ii)
the aggregate amount of any interest, penalties, fines or additions to any tax which
are imposed in connection with the imposition of such Excise Tax, plus (iii) all
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) (the “280G Gross-Up
Payment”).
	 
	 	(b)	 	The determination of whether the Covered Payment constitutes a Parachute
Payment and, if so, the amount to be paid to the Executive and the time of payment
pursuant to this Paragraph 10 shall be made by an independent auditor (the “Auditor”)
jointly selected by the Company and the Executive and paid by the Company. The Auditor
shall be a nationally recognized United States public accounting firm which has not,
during the two years preceding the date of its selection, acted in any way on behalf of
the Company or any of its affiliates. If the Executive and the Company cannot agree on
the accounting firm to serve as the Auditor, then the Executive and the Company shall
each select one accounting firm and those two firms shall jointly select the accounting
firm to serve as the Auditor.
	 
	 	(c)	 	In the event that upon any audit by the Internal Revenue Service, or by a state
or local taxing authority, of the Covered Payment or the 280G Gross-Up Payment, a
change is finally 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 which is payable to the Executive after taking into account the provisions of
Section 4999 of the Code will reflect the intent of the parties as expressed in
Subparagraph (a) above, in the manner determined by the Auditor.
	 
	 	(d)	 	In the event that any amount or benefits made or provided to the Executive
above results in tax penalties being imposed by the Internal Revenue Service on the
Executive under Section 409A of the Code (the “Section 409A Tax Penalties”), the
Company shall pay to the Executive, an additional amount which is equal to




13









 












	 	 	 	(i) the Section 409A Tax Penalties plus (ii) the aggregate amount of any interest,
penalties, fines or additions to any tax which are imposed in connection with the
imposition of such Section 409A Tax Penalties, plus (iii) all 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) (the “409A Gross-Up Payment”).
	 
	 	(e)	 	The 280G Gross-Up Payment and 409A Gross-Up Payment, as applicable, shall in
all events be paid no later than the end of the Executive’s taxable year next following
the taxable year in which the Excise Tax or Section 409A Tax Penalties are remitted to
the Internal Revenue Service or any other applicable taxing authority.






	11.	 	Section 409A of the Code.






	 	(a)	 	This Agreement is intended to meet the requirements of Section 409A of the
Code, and shall be interpreted and construed consistent with that intent.
	 
	 	(b)	 	Notwithstanding any other provision of this Agreement, to the extent that the
right to any payment (including the provision of benefits) hereunder provides for the
“deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the
payment shall be paid (or provided) in accordance with the following:






	 	(i)	 	If the Executive is a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s
Separation from Service (the “Separation Date”), then no such payment shall be
made during the period beginning on the Separation Date and ending on the date
that is six months following the Separation Date or, if earlier, on the date of
the Executive’s death, if the earlier making of such payment would result in
tax penalties being imposed on the Executive under Section 409A of the Code.
The amount of any payment that would otherwise be paid to the Executive during
this period shall instead be paid, with interest at a rate of 5% per annum, to
the Executive on the first business day following the date that is six months
following the Separation Date or, if earlier, the date of the Executive’s
death.
	 
	 	(ii)	 	Payments with respect to reimbursements of all expenses
pursuant to this Agreement shall be made promptly, but in any event on or
before the last day of the calendar year following the calendar year in which
the relevant expense is incurred. The amount of expenses eligible for
reimbursement during a calendar year may not affect the expenses eligible for
reimbursement in any other calendar year and the Executive’s right to have the
Company pay such expenses may not be liquidated or exchanged for any other
benefit.




The Executive hereby agrees that the Company may, without further consent from the Executive, make
any and all changes to this Agreement as may be necessary or appropriate to avoid


14









 






the imposition of
penalties on the Executive pursuant to Section 409A of the Code, while not substantially reducing
the aggregate value to the Executive of the payments and benefits to, or otherwise adversely
affecting the rights of, the Executive under this Agreement.





	12.	 	Indemnification.






	 	(a)	 	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 he 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 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, bylaws or resolutions of the Board 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 he 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 his 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 him 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 he is not entitled to be indemnified against such costs and
expenses.
	 
	 	(b)	 	Neither the failure of the Company (including its Board, 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 Subparagraph
12(a) 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, 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.
	 
	 	(c)	 	The Company agrees during the Employment Term and thereafter to maintain one or
more directors’ and officers’ liability insurance policies covering the Executive
with aggregate limits of liability of not less than $30 million and which in the





15









 





	 	 	 	aggregate are no less favorable to the Executive than the Company’s policy in effect
on the Effective Date.8






	13.	 	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 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 will be
mutually selected by the parties or in 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 arbitrator will not be empowered to award damages in excess of compensatory
damages and each party hereby irrevocably waives any damages in excess of compensatory
damages. Notwithstanding the foregoing, 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
Subparagraph 6(b) hereof. By Executive’s execution and delivery of this Agreement, the
Executive irrevocably submits to and accepts the exclusive jurisdiction of each of such courts
and waives any objection (including any objection to venue or any objection based upon the
grounds of forum non conveniens) which might be asserted against the bringing of any such
action, suit or other legal proceeding in such courts. The Executive shall be entitled to
recover from the Company reasonable attorneys’ fees, costs and expenses incurred by him in
connection with his employment or service as a director of the Company. Payments received
under the preceding sentence shall be paid by the Company to the Executive in accordance with
Subparagraph 11(b) and within ten days after the Executive submits documentation showing that
he has incurred such fees, costs and expenses. The Executive will not be entitled to recover
the aforementioned attorneys fees, costs and expenses if he initiates an arbitration under
this Agreement and does not prevail on the merits.9






	14.	 	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, including restrictive covenants,
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:







 




			
	8	 	Change made by Amendment No. 2 dated May 19, 2001.
	 
	9	 	Changes made by Amendment No. 2 dated as of May 19, 2001.




16









 











	 	(i)	 	to the Company:


Vice President, General Counsel and Secretary

Navigant Consulting, Inc.

30 S. Wacker

Chicago, Illinois 60606


with a copy to:


Beth J. Dickstein

Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

	 
	 	(ii)	 	to the Executive:


William M. Goodyear

1500 North Lake Shore Drive, Apt. 9C

Chicago, Illinois 60611


with a copy to:






	 	 	 	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)	 	Successors. This Agreement is personal to the Executive and without
the prior written consent of the Company it shall not be assignable by the Executive
otherwise 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.
	 
	 	(d)	 	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
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 




17









 






	 	 	 	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.
	 
	 	(e)	 	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.
	 
	 	(f)	 	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.





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



	 	 	 	 	 
	 	 	 
	 	/s/ William M. Goodyear
 	 
	 	William M. Goodyear 	 
	 
	 	Navigant Consulting, Inc.

 	 
	 	By:  	/s/ Samuel Skinner
 	 
	 	Its: Chairman, Compensation Committee 	 




18