0001193125-14-169470 Sample Contracts

NAVIGANT CONSULTING, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 30th, 2014 • Navigant Consulting Inc • Services-management consulting services • Delaware

Navigant Consulting, Inc., a Delaware corporation (the “Company”), hereby grants to [ ] (the “Holder”) as of [ ], 20 (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”).

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NAVIGANT CONSULTING, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • April 30th, 2014 • 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”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 30th, 2014 • Navigant Consulting Inc • Services-management consulting services • Illinois

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of February 19, 2014 (this “Amendment”), is entered into among NAVIGANT CONSULTING, INC., a Delaware corporation (the “Company”), NAVIGANT CONSULTING (EUROPE) LIMITED, a corporation organized and existing under the laws of England and Wales (the “U.K. Borrower”), NAVIGANT CONSULTING LTD., a corporation organized and existing under the laws of the Province of Ontario (the “Canadian Borrower”, and together with the Company, the U.K. Borrower and certain other Foreign Subsidiaries of the Company party hereto pursuant to Section 2.15 of the Credit Agreement, the “Borrowers” and, each a “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (defined below).

FIRST AMENDMENT TO NON-QUALIFIED STOCK OPTION AWARD
Non-Qualified Stock Option Award Agreement • April 30th, 2014 • Navigant Consulting Inc • Services-management consulting services

This Amendment (the “Amendment”) is made and entered into as of this [ ] day of [ ], 2014 by and between Navigant Consulting, Inc., a Delaware corporation (the “Company”), and William Goodyear (the “Participant”) as an amendment to the Non-Qualified Stock Option Award Agreement between the Company and the Participant, dated as of [ ] (the “Award”), granted pursuant to the provisions of the Navigant Consulting, Inc. 2005 Long-Term Incentive Plan.

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