Common use of Employee Benefits and Perquisites Clause in Contracts

Employee Benefits and Perquisites. During the Employment Period, you will be entitled to employee benefits and perquisites on terms that are no less favorable than those provided to other executive officers of the Company from time to time, provided that such benefits and perquisites will include an annual executive physical at the Mayo Clinic, reimbursement for tax, estate and financial planning, eligibility to participate in the Company’s deferred compensation plan(s) and use of the company plane for business purposes in accordance with the Company’s policies for plane use as in effect from time to time. Annual Compensation Review Your compensation and benefits generally will continue to be subject review for upward adjustment at the same time as other executive officers of the Company (at least annually) to ensure that your compensation and benefits are commensurate with market practices for the Company’s peer group. Severance and Termination Provisions Notwithstanding anything to the contrary, prior to the date of the Company’s 2024 annual meeting of stockholders (the “Expiration Date”), your removal from, or the failure to appoint, re-elect or re-nominate you to, as applicable, your positions as the President and Chief Executive Officer of the Company and as a member of the Board (or as Chairman of the Board) will require the affirmative vote of at least 75% of the members of the Board (excluding you). The Severance Agreement shall continue to replace the definitions of “Good Reason” and “Change in Control Protection Period” with the definitions set forth below under “Definitions.” In addition, if your employment is terminated without Cause or for Good Reason during the Employment Period, your outstanding Company equity awards (including any Cimarex equity awards converted in accordance with the Merger Agreement and any Company equity awards granted after the Merger) will accelerate and vest in full (with achievement of any applicable performance metrics determined based on actual performance as of the date of your termination of employment). This provision shall apply to all of your Company equity awards granted during the Employment Period and any of your Cimarex equity awards converted in accordance with the Merger Agreement, notwithstanding anything to the contrary in the applicable award agreements. Upon the expiration of the Employment Period, if your employment with the Company is continuing, then the Company will enter into a change in control agreement with you that is consistent with, and no less favorable than, the change in control agreements then applicable to other executive officers of the Company. Death or Disability Upon termination due to death or Disability, you (or your estate) will be entitled to receive any accrued and unpaid base salary and annual incentive awards, any accrued and unused paid time off, any unreimbursed business expenses and any benefits payable in accordance with the terms of any other benefit plan of the Company, and all outstanding Company equity awards (including any Cimarex equity awards converted in accordance with the Merger Agreement and any Company equity awards granted after the Merger) will accelerate and vest in full (with achievement of any applicable performance metrics determined based on actual performance as of the last day of the month in which your death or Disability occurs). This provision shall apply to all of your Company equity awards granted during the Employment Period and any of your Cimarex equity awards converted in accordance with the Merger Agreement, notwithstanding anything to the contrary in the applicable award agreements. Restrictive Covenants For the avoidance of doubt, you will remain subject to the existing perpetual confidentiality covenant and one year post-termination non-competition and non-solicitation covenants contained in the Severance Agreement.

Employee Benefits and Perquisites. During As a member of the Employment PeriodCompany’s senior executive management team, you will be entitled to receive all benefits and perquisites of employment generally available to other senior executive officers upon satisfying any applicable eligibility or participation criteria. Our 2016 employee benefits guide is enclosed. Certain participation costs for our employee benefit programs are borne by our employees. Participation in our group insurance programs is subject to the requirements established by the group insurance carriers. The effective date for participation in our group insurance programs is the first day of the month following your employment commencement date. Navigant reserves the right to discontinue or amend its employee benefits and perquisites on terms that are no less favorable than those provided to other executive officers of the Company perquisites, including group insurance programs, from time to timetime in its sole discretion. As a condition to your employment with Navigant, provided that such and in consideration of the compensation, benefits and perquisites equity incentive awards that are included in this offer of employment, including the equity grants described above, you will include an annual executive physical at be required to execute and comply with the Mayo ClinicBusiness Protection Agreement enclosed with this Agreement. This offer of employment is made with the understanding that you will be based out of our Chicago headquarters but will be available to travel to other offices or locations as reasonably necessary. This offer of employment is further contingent upon your reviewing and signing this Agreement and your willingness thereafter to abide by its terms and conditions, reimbursement for tax, estate and financial planning, as well as those in the Business Protection Agreement. Your employment with Navigant is also contingent on your providing Navigant with documentary evidence of your eligibility to participate be employed in the Company’s deferred compensation plan(sUnited States within three business days after your start date and your successful completion of a background check. This offer is made based on your representations to us that you are free to accept this offer of employment without violating any legal or contractual obligations to your current or prior employer(s) and use that you will fully comply with all applicable post-employment confidentiality, non-solicitation and other restrictions arising out of your current or prior employment relationship(s). You agree to advise Navigant in writing of all such restrictions prior to accepting this offer. It is understood that you are not being offered employment for a definite period of time and that either you or Navigant may terminate the employment relationship at any time and for any or no reason subject only to the following notice provisions: (a) you may terminate your employment for any reason (other than due to a Constructive Termination of Employment (as defined in Exhibit A)) by providing Navigant with a written notice of termination at least 60 calendar days Xx. Xxxxxxx Xxxxxxxxx February 19, 2016 prior to such termination, which shall be effective as of the company plane date specified therein; (b) you may immediately terminate your employment due to a Constructive Termination of Employment (subject to the notice, cure, and terminations provisions set forth in such definition in Exhibit A), effective upon written notice to Navigant; (c) Navigant may terminate your employment for any or no reason (other than Cause or Disability (each as defined in Exhibit A)) upon 30 calendar days’ advance written notice to you, which shall be effective as of the date specified therein; and (d) Navigant may immediately terminate your employment for Cause or Disability, in each case effective upon written notice to you. During any notice period given pursuant to the foregoing sentence, Navigant may in its discretion require that you refrain from reporting to Navigant’s place(s) of business purposes and from performing your duties during some or all of any such notice period. Any time during any such notice period Navigant may accelerate the effective date of termination of your employment if it pays you in a lump sum the pro-rated base salary that you would have earned during the period by which the notice period was reduced, which will be paid on the first regularly scheduled Navigant payroll date following the effective date of termination of your employment. Any written notice required or permitted in this Agreement shall be provided as set forth in Exhibit A. Nothing in this Agreement should be interpreted as creating anything other than an at-will employment relationship between the parties. The terms and conditions set forth in this Agreement (including the attached Exhibit A), as well as the fact and contents of any discussions between us regarding your potential future employment by Navigant, including any information that we may disclose to you about Navigant, its business, financial results and future prospects, are strictly confidential and should not be disclosed by you to any other party without our prior written consent or until publicly released by Navigant. This Agreement (including Exhibit A attached hereto), the Business Protection Agreement and the Relocation Recovery Agreement constitute the entire agreement between you and Navigant with respect to the subject matter hereof and thereof and supersede any and all prior and/or contemporaneous negotiations or agreements, written or oral, regarding the subject matter thereof between the parties hereto. Except as otherwise provided for in Paragraph 8 or Paragraph 10(e) of Exhibit A, this Agreement shall not be modified or amended, except by a written agreement signed by you and an authorized representative of Navigant. You confirm that, in agreeing to the terms of this Agreement (including Exhibit A attached hereto), the Business Protection Agreement and the Relocation Recovery Agreement, you are not relying on any oral or written statement or other representation not contained herein or therein. This Agreement (including Exhibit A attached hereto) is made and entered into and will be governed by and interpreted in accordance with the Company’s policies for plane use as in effect from time to time. Annual Compensation Review Your compensation and benefits generally will continue to be subject review for upward adjustment at the same time as other executive officers laws of the Company (at least annually) to ensure that your compensation State of Illinois. To accept this offer, please execute this letter in the space provided below and benefits are commensurate with market practices for the Company’s peer group. Severance and Termination Provisions Notwithstanding anything to the contrary, prior to the date also execute a copy of the Company’s 2024 annual meeting Business Protection Agreement and return executed copies of stockholders (both agreements to Xxxx Xxxxxxx, VP & Chief Human Capital Officer. Countersigned copies will then be provided to you. Xx. Xxxxxxx Xxxxxxxxx February 19, 2016 I am very pleased with the “Expiration Date”)prospect that you would be joining the Navigant executive team. If you have any questions regarding this offer, your removal fromplease feel free to contact me. Sincerely, or the failure to appointNAVIGANT CONSULTING, re-elect or re-nominate you to, as applicable, your positions as the President INC. By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Chairman and Chief Executive Officer of the Company and as a member of the Board (or as Chairman of the Board) will require the affirmative vote of at least 75% of the members of the Board (excluding you). The Severance Agreement shall continue to replace the definitions of “Good Reason” and “Change in Control Protection Period” with the definitions set forth below under “Definitions.” In addition, if your employment is terminated without Cause or for Good Reason during the Employment Period, your outstanding Company equity awards (including any Cimarex equity awards converted in accordance with the Merger Agreement and any Company equity awards granted after the Merger) will accelerate and vest in full (with achievement of any applicable performance metrics determined based on actual performance as of the date of your termination of employment). This provision shall apply to all of your Company equity awards granted during the Employment Period and any of your Cimarex equity awards converted in accordance with the Merger Agreement, notwithstanding anything to the contrary in the applicable award agreements. Upon the expiration of the Employment Period, if your employment with the Company is continuing, then the Company will enter into a change in control agreement with you that is consistent with, and no less favorable than, the change in control agreements then applicable to other executive officers of the Company. Death or Disability Upon termination due to death or Disability, you (or your estate) will be entitled to receive any accrued and unpaid base salary and annual incentive awards, any accrued and unused paid time off, any unreimbursed business expenses and any benefits payable in accordance with the terms of any other benefit plan of the Company, and all outstanding Company equity awards (including any Cimarex equity awards converted in accordance with the Merger Agreement and any Company equity awards granted after the Merger) will accelerate and vest in full (with achievement of any applicable performance metrics determined based on actual performance as of the last Enclosures AGREED AND ACCEPTED this 20th day of the month in which your death or Disability occurs). This provision shall apply to all of your Company equity awards granted during the Employment Period and any of your Cimarex equity awards converted in accordance with the Merger AgreementFebruary, notwithstanding anything to the contrary in the applicable award agreements. Restrictive Covenants For the avoidance of doubt, you will remain subject to the existing perpetual confidentiality covenant and one year post-termination non-competition and non-solicitation covenants contained in the Severance Agreement.2016: /s/ Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxxxxx

Employee Benefits and Perquisites. During As a member of the Employment PeriodCompany’s senior executive management team, you will be entitled to receive all benefits and perquisites of employment generally available to other senior executive officers upon satisfying any applicable eligibility or participation criteria. Certain participation costs for our employee benefit programs are borne by our employees. Participation in our group insurance programs is subject to the requirements established by the group insurance carriers. Navigant reserves the right to discontinue or amend its employee benefits and perquisites on terms that are no less favorable than those provided to other executive officers of the Company perquisites, including group insurance programs, from time to timetime in its sole discretion. As a condition to your continued employment with Navigant, provided that such and in consideration of the compensation, benefits and perquisites equity incentive awards that are included in this offer of continued employment, including the equity grants described above, you will include an annual executive physical at be required to execute and comply with the Mayo ClinicBusiness Protection Agreement enclosed with this Agreement. Xx. Xxxxxx X. Weed March 8, reimbursement for tax2017 This offer of continued employment is made with the understanding that you will be based out of our Chicago headquarters office but will be available to travel to other offices or locations as reasonably necessary. This offer of continued employment is further contingent upon your reviewing and signing this Agreement and your willingness thereafter to abide by its terms and conditions, estate and financial planning, eligibility to participate as well as those in the CompanyBusiness Protection Agreement. It is understood that you are not being offered employment for a definite period of time and that either you or Navigant may terminate the employment relationship at any time and for any or no reason subject only to the following notice provisions: (a) you may terminate your employment for any reason (other than due to a Constructive Termination of Employment (as defined in Exhibit A)) by providing Navigant with a written notice of termination at least 60 calendar days prior to such termination, which shall be effective as of the date specified therein; (b) you may immediately terminate your employment due to a Constructive Termination of Employment (subject to the notice, cure, and terminations provisions set forth in such definition in Exhibit A), effective upon written notice to Navigant; (c) Navigant may terminate your employment for any or no reason (other than Cause or Disability (each as defined in Exhibit A)) upon 30 calendar days’ advance written notice to you, which shall be effective as of the date specified therein; and (d) Navigant may immediately terminate your employment for Cause or Disability, in each case effective upon written notice to you. During any notice period given pursuant to the foregoing sentence, Navigant may in its discretion require that you refrain from reporting to Navigant’s deferred compensation plan(splace(s) of business and from performing your duties during some or all of any such notice period. Any time during any such notice period Navigant may accelerate the effective date of termination of your employment if it pays you in a lump sum the pro-rated base salary that you would have earned during the period by which the notice period was reduced, which will be paid on the first regularly scheduled Navigant payroll date following the effective date of termination of your employment. Any written notice required or permitted in this Agreement shall be provided as set forth in Exhibit A. Nothing in this Agreement should be interpreted as creating anything other than an at-will employment relationship between the parties. The terms and conditions set forth in this Agreement (including the attached Exhibit A), as well as the fact and contents of any discussions between us regarding your continued employment by Navigant, including any information that we may disclose to you about Navigant, its business, financial results and future prospects, are strictly confidential and should not be disclosed by you to any other party without our prior written consent or until publicly released by Navigant. This Agreement (including Exhibit A attached hereto) and use the Business Protection Agreement constitute the entire agreement between you and Navigant with respect to the subject matter hereof and thereof and supersede any and all prior and/or contemporaneous negotiations or agreements, written or oral (including the employment agreement between you and Navigant dated as of October 1, 2013 which will expire on March 31, 2017), regarding the company plane subject matter thereof between the parties hereto. Except as otherwise provided for business purposes in Paragraph 8 or Paragraph 10(e) of Exhibit A, this Agreement shall not be modified or amended, except by a written agreement signed by you and an authorized representative of Navigant. You confirm that, in agreeing to the terms of this Agreement (including Exhibit A attached hereto) and the Business Protection Agreement, you are not relying on any oral or written statement or other representation not contained herein or therein. This Agreement (including Exhibit A attached hereto) is made and entered into and will be governed by and interpreted in accordance with the Company’s policies for plane use as in effect from time to time. Annual Compensation Review Your compensation and benefits generally will continue to be subject review for upward adjustment at the same time as other executive officers laws of the Company (at least annually) to ensure that your compensation and benefits are commensurate with market practices for the Company’s peer group. Severance and Termination Provisions Notwithstanding anything to the contrary, prior to the date State of the Company’s 2024 annual meeting of stockholders (the “Expiration Date”), your removal from, or the failure to appoint, re-elect or re-nominate you to, as applicable, your positions as the President and Chief Executive Officer of the Company and as a member of the Board (or as Chairman of the Board) will require the affirmative vote of at least 75% of the members of the Board (excluding you). The Severance Agreement shall continue to replace the definitions of “Good Reason” and “Change in Control Protection Period” with the definitions set forth below under “DefinitionsIllinois.” In addition, if your employment is terminated without Cause or for Good Reason during the Employment Period, your outstanding Company equity awards (including any Cimarex equity awards converted in accordance with the Merger Agreement and any Company equity awards granted after the Merger) will accelerate and vest in full (with achievement of any applicable performance metrics determined based on actual performance as of the date of your termination of employment). This provision shall apply to all of your Company equity awards granted during the Employment Period and any of your Cimarex equity awards converted in accordance with the Merger Agreement, notwithstanding anything to the contrary in the applicable award agreements. Upon the expiration of the Employment Period, if your employment with the Company is continuing, then the Company will enter into a change in control agreement with you that is consistent with, and no less favorable than, the change in control agreements then applicable to other executive officers of the Company. Death or Disability Upon termination due to death or Disability, you (or your estate) will be entitled to receive any accrued and unpaid base salary and annual incentive awards, any accrued and unused paid time off, any unreimbursed business expenses and any benefits payable in accordance with the terms of any other benefit plan of the Company, and all outstanding Company equity awards (including any Cimarex equity awards converted in accordance with the Merger Agreement and any Company equity awards granted after the Merger) will accelerate and vest in full (with achievement of any applicable performance metrics determined based on actual performance as of the last day of the month in which your death or Disability occurs). This provision shall apply to all of your Company equity awards granted during the Employment Period and any of your Cimarex equity awards converted in accordance with the Merger Agreement, notwithstanding anything to the contrary in the applicable award agreements. Restrictive Covenants For the avoidance of doubt, you will remain subject to the existing perpetual confidentiality covenant and one year post-termination non-competition and non-solicitation covenants contained in the Severance Agreement.

Employee Benefits and Perquisites. During the Employment Period, you You will be entitled to employee benefits eligible for continued coverage under the Company's medical, dental, life, disability, pension, profit sharing and perquisites on terms that are no less favorable than those provided to other executive officers of the Company from time to timebenefit plans through November 30, provided that such benefits and perquisites will include an annual executive physical 2008, at the Mayo Clinic, reimbursement for tax, estate and financial planning, eligibility same cost to participate in the Company’s deferred compensation plan(s) and use of the company plane for business purposes in accordance with the Company’s policies for plane use you as in effect from time to time. Annual Compensation Review Your compensation and benefits generally will continue to be subject review for upward adjustment at the same time as other executive officers of the Effective Date. If the Company (at least annually) to ensure determines that you cannot participate in any benefit plan because you are not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar benefits or, if applicable, through a nonqualified pension or profit sharing plan. To the extent that your compensation and benefits are commensurate with market practices is necessary for determining the Company’s peer group. Severance and Termination Provisions Notwithstanding anything to the contrary, prior to the date of the Company’s 2024 annual meeting of stockholders (the “Expiration Date”), your removal from, or the failure to appoint, re-elect or re-nominate you to, as applicable, your positions as the President and Chief Executive Officer of the Company and as a member of the Board (or as Chairman of the Board) will require the affirmative vote of at least 75% of the members of the Board (excluding you). The Severance Agreement shall continue to replace the definitions of “Good Reason” and “Change in Control Protection Period” with the definitions set forth below under “Definitions.” In addition, if your employment is terminated without Cause or for Good Reason during the Employment Period, your outstanding Company equity awards (including any Cimarex equity awards converted in accordance with the Merger Agreement and any Company equity awards granted after the Merger) will accelerate and vest in full (with achievement amount of any applicable performance metrics determined based on actual performance as of the date of your termination of employment). This provision shall apply to all of your Company equity awards granted during the Employment Period and any of your Cimarex equity awards converted in accordance with the Merger Agreementsuch continued coverage or benefits, notwithstanding anything to the contrary in the applicable award agreements. Upon the expiration of the Employment Period, if your employment with the Company is continuing, then the Company will enter into a change in control agreement with you that is consistent with, and no less favorable than, the change in control agreements then applicable to other executive officers of the Company. Death or Disability Upon termination due to death or Disability, you such compensation (or your estate) will be entitled to receive any accrued and unpaid base salary and annual incentive awardsbonus) through November 30, 2008 shall be at the highest rate in effect during the 12-month period immediately preceding the Effective Date. Please be aware that in order to receive certain benefits as described herein, you must take the steps described in the attached Exhibit A. It is important that you read this information. You will be eligible for executive perquisites on the same basis on which you were receiving such perquisites prior to the Effective Date, including: (A) reimbursement for club dues through November 30, 2008; and (B) reimbursement of expenses relating to financial planning services, tax return preparation and annual physicals through December 31, 2008. The Company will bear the cost of such perquisites, at the same level in effect immediately prior to the Effective Date. Perquisites otherwise receivable by you pursuant to this paragraph shall be reduced to the extent comparable perquisites are actually received by or made available to you without cost during the period following your employment termination covered by this paragraph. You shall report to the Company any accrued such perquisites actually received by or made available to you. The period through November 30, 2008 shall continue to count for purposes of determining your age and unused paid time off, any unreimbursed business expenses and any benefits payable in accordance service with the terms Company with respect to eligibility, vesting and the amount of any other benefit plan of benefits under the Company, and all outstanding Company equity awards (including any Cimarex equity awards converted in accordance with the Merger Agreement and any Company equity awards granted after the Merger) will accelerate and vest in full (with achievement of any applicable performance metrics determined based on actual performance as of the last day of the month in which your death or Disability occurs). This provision shall apply to all of your Company equity awards granted during the Employment Period and any of your Cimarex equity awards converted in accordance with the Merger Agreement, notwithstanding anything 's benefit plans to the contrary maximum extent permitted by applicable law. You will be eligible to receive $100,000 to cover outplacement services and otherwise to assist you in your transition. You acknowledge that the applicable award agreements. Restrictive Covenants For the avoidance of doubt, payments and benefits specified in this Agreement exceed in value any payments and benefits to which you will remain subject to the existing perpetual confidentiality covenant and one year post-termination non-competition and non-solicitation covenants contained in the Severance Agreementmay already be entitled.