0001193125-12-085525 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2012 • Navigant Consulting Inc • Services-management consulting services • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of March 1, 2012 (the “Effective Date”), is between Navigant Consulting, Inc., a Delaware corporation (the “Company”), and Julie M. Howard (the “Executive”).

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NAVIGANT CONSULTING, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • February 28th, 2012 • Navigant Consulting Inc • Services-management consulting services • Delaware

Navigant Consulting, Inc., a Delaware corporation (the “Company”), hereby grants to [ ] (the “Holder”) as of [ ] (the “Grant Date”), pursuant to the terms and conditions of the Navigant Consulting, Inc. 2012 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ ] shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2012 • Navigant Consulting Inc • Services-management consulting services

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”), made effective as of March 1, 2012 (the “Effective Date”), by and between Navigant Consulting, Inc., a Delaware corporation (the “Company”), and William M. Goodyear (the “Executive”). The Company and the Executive are referred to jointly below as the “Parties.”

Navigant Consulting Letterhead] February 22, 2012
Navigant Consulting Inc • February 28th, 2012 • Services-management consulting services

It is with pleasure that we extend to you an offer to continue your employment with Navigant Consulting, Inc. (the “Company”) as Executive Chairman of the Company’s Board of Directors, for the period beginning on March 1, 2012 (the “Effective Date”) and ending April 30, 2014, in accordance with your amended and restated Employment Agreement, as further amended by the First Amendment thereof (“Employment Agreement”). The provisions of this letter agreement apply without regard to Section 14(a) of the Employment Agreement.

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