Exhibit 10.1

FIRST AMENDMENT TO THE

NAVIGANT CONSULTING, INC.

EMPLOYEE STOCK PURCHASE PLAN

The Navigant Consulting, Inc. Employee Stock Purchase Plan (the “Plan”) is hereby amended on this 19 ^th day of December 2008 to be effective April 1, 2009 as follows:

1.

Section VII. Purchase of Shares, paragraph (b), shall be amended to read as follows:

“The per share purchase price for the Common Stock to be purchased with payroll deductions from the Participant will equal ninety percent of Fair Market Value on the Purchase Date.”

2.

Section VIII. Time of Purchase, shall be amended by deleting the sixth sentence of the second paragraph thereof and inserting the following sentences after the fifth sentence of the second paragraph thereof:

“The Committee may require the shares of Common Stock be retained by the Participant for a designated period of time and/or may establish other procedures to permit tracking of disqualifying dispositions of such shares of Common Stock. Subject to the holding period described in the following sentence, a Participant may, at any time notify the Committee to sell them and distribute the proceeds to him, net of all commission costs incurred in connection with the sale of Common Stock. Notwithstanding any other provision of the Plan to the contrary, all shares of Common Stock purchased by a Participant cannot be sold or otherwise transferred by the Participant to anyone else until six months after the Purchase Date.”

3.

Section XV. Limitations, paragraph (g), shall be amended to read as follows:

“The plan is intended to provide shares of Common Stock for investment and not for resale. A Participant may sell shares of Common Stock purchased under the Plan, subject to compliance with Section VIII hereof and with any applicable federal or state securities laws or any applicable Company restriction periods. Notwithstanding the foregoing, because of certain federal tax requirements, each Participant agrees, by entering the Plan:”

     IN WITNESS WHEREOF, Navigant Consulting, Inc. has caused this Amendment to be executed by its officer hereto duly authorized this 19th day of December, 2008.

		Navigant Consulting, Inc., a Delaware corporation
		By:		/s/ William M. Goodyear
		Its:		Chairman and Chief Executive Officer

Exhibit 10.2

AMENDMENT NUMBER ONE

TO THE

NAVIGANT CONSULTING, INC.
DIRECTORS’ DEFERRED FEES PLAN

      WHEREAS, Navigant Consulting, Inc., a Delaware corporation (the “Corporation”), heretofore has adopted and maintains the Navigant Consulting, Inc. Directors’ Deferred Fees Plan (the “Plan”);

      WHEREAS, pursuant to Section 10.2 of the Plan, the Board of Directors of the Corporation (the “Board”) has the authority to amend the Plan; and

      WHEREAS, the Board desires to amend the Plan to comply with the final regulations issued under Section 409A of the Internal Revenue Code of 1986, as amended.

      NOW, THEREFORE, BE IT RESOLVED, that the Plan hereby is amended, effective as of January 1, 2009, as follows:

     1. Article II hereby is amended to add the following new definition therein:

         “Code” means the Internal Revenue Code of 1986, as amended.

     2. The term “Termination Date” in Article II hereby is amended in its entirety to read as follows:

“Termination Date” means the date on which a Non-Employee Director experiences a “Separation from Service” within the meaning of U.S. Treasury Regulation §1.409A-1(h).

     3. Section 4.1 hereby is amended to (i) delete the phrase “or has been elected to the Board on the date such election is made” as it appears in the last sentence thereof and (ii) add the following new sentence at the end thereof:

Any Non-Employee Director who newly is elected as a Non-Employee Director and who was not a Non-Employee Director at any time during the twenty-four month period prior to the commencement of his or her term, may make a Deferral Election within thirty (30) days following the commencement of his or her term.

     4. Section 7.1 hereby is amended in its entirety to read as follows:

          7.1 Time and Method of Payment. Payment of a Non-Employee Director’s Deferral Account shall be made in a single lump sum or in installments as elected by the Non-Employee Director at the time he or she makes the Deferral Election pursuant to Article IV. If a Non-Employee Director’s Deferral Account is payable in a single lump sum, the payment shall be made, subject to Section 10.6, on the first business day of the Plan Year following the Termination Date (the “Distribution Date”). If a Non-Employee Director’s Deferral Account is payable in installment payments, then the Non-Employee Director’s Deferral Account shall be paid in substantially equal annual installments over the period, not longer than 10 years, as elected by the Non-Employee Director at the time he or she makes the Deferral Election pursuant to Article IV, and, subject to Section 10.6, commencing on the Distribution Date.

     5. Section 8.1 hereby is amended to replace the phrase “or in such other form designated by the Board in its sole discretion” as it appears at the end thereof with the phrase “pursuant to Section 7.1”.

     6. Section 10.3 hereby is amended to add a proviso at the end thereof to read as follows:

; provided, however, that the application of any benefits under this Section 10.3 shall not result in the acceleration of the timing of any payments under this Plan in violation of Section 409A of the Code.

     7. Section 10.4 hereby is amended in its entirety to read as follows:

          10.4 Forfeitures and Unclaimed Amounts . Unclaimed amounts shall consist of the amounts of the Deferral Account of a Non-Employee Director that are not distributed because of the Board’s inability, after a reasonable search, to locate a Non-Employee Director or his or her Beneficiary, as applicable. If, as of the Latest Payment Date, the Board is unable to make a payment of all or a portion of the Deferral Account, then the unclaimed amounts shall be forfeited. These forfeitures will reduce the obligations of the Company under the Plan and the Non-Employee Director or Beneficiary, as applicable, shall have no further right to his Deferral Account. For this purpose, the Latest Payment Date shall be the latest date on which a Deferral Account, or portion thereof, as applicable, may be paid to the Non-Employee Director or the Beneficiary, as applicable, without the imposition of excise taxes under Section 409A of the Code.

     8. Article X hereby is amended to add a new Section 10.6 to read as follows:

     10.6 Section 409A of the Code . This Plan is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. In the event that any amounts due cannot be paid on a date specified in this Plan, such amounts shall be paid as soon thereafter as is practicable in accordance with U.S. Treasury Regulation §1.409A-3(d), relating to administrative delays. Notwithstanding any other provision of this Plan, if the Non-Employee Director is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the Termination Date, then no such payment shall be made during the period beginning on the Termination Date and ending on the date that is six months following the Termination Date or, if earlier, on the date of the Non-Employee Director’s death, if the earlier making of such payment would result in tax penalties being imposed on the Non-Employee Director under Section 409A of the Code. The amount of any payment that would otherwise be paid to the Non-Employee Director during this period shall instead be paid to the Non-Employee Director on the first business day following the date that is six months following the Termination Date or, if earlier, the date of the Non-Employee Director’s death. In the event that the Plan does not comply with Section 409A of the Code, the Company may amend the terms of the Plan as may be necessary or appropriate to avoid the imposition of penalties on the Non-Employee Directors pursuant to Section 409A of the Code.

      IN WITNESS WHEREOF , Navigant Consulting, Inc. does hereby adopt this amendment to the Directors’ Deferred Fees Plan, effective as of January 1, 2009.

						Navigant Consulting, Inc.
Date: December 19, 2008						By:		/s/ William M. Goodyear
						Title:		Chairman and Chief Executive Officer
ATTEST
/s/ Monica M. Weed
Corporate		Secretary

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

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,

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

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

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

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

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

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.

     (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;

     (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

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.

     (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

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

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

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

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

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

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

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

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.

     (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

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.

	(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

			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

			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

			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,

			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,

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

			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.

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 agreements 4 , 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

			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 bonuses 7 ; 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

			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

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

			(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

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

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:

	(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

			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.

Exhibit 10.5

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), effective as of January 1, 2009 (the “Effective Date”) is between Navigant Consulting, Inc., a Delaware corporation (the “Company”), and David E. Wartner (the “Executive”).

RECITALS

     A. The Company desires to obtain the benefits of the Executive’s knowledge, skills, and experience by employing the Executive as its Vice President and Controller (and Principal Accounting Officer) upon the terms and subject to the conditions of this Agreement.

     B. The Executive desires to be employed by the Company in such position upon the terms and subject to the conditions of this Agreement.

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 May 1, 2006, and will continue, subject to earlier termination as provided in Paragraph 7 hereof, for a rolling one-year period, such that the remainder of the term shall always be one full year, subject to either party being able to reduce or limit the term, by written notice provided as set forth in Paragraph 12(b) hereof (the “Employment Term”).

3. Position and Responsibilities. During the Employment Term, the Executive agrees to serve the Company, and the Company shall employ the Executive as its Vice President and Controller (and Principal Accounting Officer). During the Employment Term, the Executive shall possess such broad powers and perform such duties and functions as are normally incident to the positions of Vice President and Controller (and Principal Accounting 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) Except for illness, reasonable vacation periods, and reasonable leaves of absence, the Executive shall, subject to Paragraph 4(c) hereof, devote his 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.

     (b) The Executive shall report directly to the Executive Vice President and Chief Financial Officer (the “CFO”) of the Company and he shall perform all of his duties in accordance with such reasonable directions, requests, rules and regulations as are specified by the CFO 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) that 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.

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 $270,000 subject to authorized withholding and other deductions. The annual salary will be reviewed annually and, if appropriate, increased by the Company in its sole discretion. Such annual salary, as so increased, is hereinafter referred to as the “Base Salary”. In no event shall the Executive’s Base Salary be reduced below 85 percent of $230,000.

     (b)  Annual Bonus . During the Employment Term, the Executive will be eligible to receive an annual cash 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 determined by the Company. Such bonus or bonuses shall be based upon the Company’s review of the Executive’s performance. The Executive shall have a maximum bonus opportunity of 100% of the Base Salary (the “Maximum Bonus”), with a target bonus equal to 50% of the Base Salary (the “Target Bonus”). The Company shall have the sole discretion to determine whether the bonus goals and objectives have been met. 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 his satisfaction of the eligibility or participation criteria therefor.

     (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 his obligations hereunder, including a reasonable sum for parking near the Company’s Chicago Corporate Headquarters (30 S. Wacker) office. 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)  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 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 business and its relationships with its clients and employees, 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 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, 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 his 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 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 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 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;

     (B) directly or indirectly, 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; and

     (C) 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 competitors (as hereinafter defined),

     (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, he 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;

     (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. For purposes of this Paragraph 6, the Company’s competitors shall include any business that provides consulting services in actual and substantial competition with the Company, including but not limited to FTI Consulting, Inc., CRA International, Inc., Huron Consulting, and LECG, LLC.

     (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 required to be disclosed in order to perform properly the Executive’s duties under this Agreement. 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 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 his employment or otherwise;

     (viii) During the Employment Term, the Executive will not remove, or cause to be removed, manually, electronically or otherwise, from the Company’s premises any documents, records, files, notebooks, correspondence, reports, video or audio recordings, computer printouts, computer programs, computer software, computer discs, computer files, price lists, microfilm, drawings, or other similar documents containing Confidential Information, including copies thereof, whether prepared by him or others, except as his duties under this Agreement shall require, 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 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 (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;

     (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 and valid in geographic, 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 part 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 Company 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 Company 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 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.

     (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 have 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 the Agreement; or (3) the requirement made by the Company that the Executive change his manner of performing his responsibilities so as to require his office be more than 40 miles from his (the Executive’s) current office location (30 S. Wacker, Chicago, IL 60606).

     (d)  Termination by the Company Other Than for Cause or Disability or Termination by the Executive Without Good Reason . 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 or Disability or by the Executive without Good Reason.

     (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 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.

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, 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 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 1.0 (one) times the sum of (1) the Executive’s then current Base Salary plus (2) the average of his three most recent annual bonuses, or if the Executive is with the Company less than three years, then the average annual bonuses prorated over the period with the Company. The provisions of this Subparagraph 8(a) shall not affect any rights of the Executive under the Company’s benefit plans or programs.

     (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 1.0 times the sum of (1) the Executive’s then current Base Salary plus (2) the average of his three most recent annual bonuses. 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.

     (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 a resignation by him for Good Reason and excluding a resignation by him during the period following a Change of Control provided in Subparagraph (d)(II) below, 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 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 the Executive incurs a Separation from Service by reason of (I) the Company’s termination of the Executive’s employment during the one year period following a Change of Control of the Company or (II) the Executive’s resignation, for any reason, during the period beginning six months and ending twelve months following a Change of Control, 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 an amount equal to 2 (two) times the sum of (1) the Executive’s Base Salary as of the date of the Change of Control plus (2) the average of his three most recent annual bonuses; provided that, the payment under this subparagraph (d) shall be in lieu of any payment under subparagraphs (a), (b) or (c) above, and if the Executive has already received any such payment, the payment under this subparagraph (d) shall be reduced, but not below zero, by the amount of such other payment. 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:

     (i) 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 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

     (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 13d-3 promulgated under the Exchange Act) of more than 50% of either (1) the shares of 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 subsection (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 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.

     (e) 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. Golden Parachute Provision.

     In the event that in the opinion of tax counsel selected by the Executive and compensated by the Company (“Executive’s Tax Counsel”), a payment or benefit received or to be received by the Executive following his Separation from Service (whether pursuant to the terms of this

Agreement or any other plan, arrangement or agreement with the Company or any of its subsidiaries, affiliates or divisions) (collectively, with the payments provided for in the foregoing provisions of Paragraph 8, the “Post Termination Payments”) would be subject to excise tax (in whole or in part) as a result of Section 280G of the Code, and as a result of such excise tax, the net amount of Post Termination Payments retained by the Executive (taking into account federal and state income taxes and such excise tax) would be less than the net amount of Post Termination Payments retained by the Executive (taking into account federal and state income taxes) if the Post Termination Payments were reduced or eliminated as described in this Paragraph 9, then the Post Termination Payments shall be reduced or eliminated until no portion of the Post Termination Payments is subject to excise tax, or the Post Termination Payments are reduced to zero. For purposes of this limitation (i) no portion of the Post Termination Payments the receipt or enjoyment of which the Executive shall have waived in writing prior to the date of payment following termination of the Post Termination Payments shall be taken into account, (ii) no portion of the Post Termination Payments shall be taken into account which in the opinion of Executive’s Tax Counsel does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, (iii) the Post Termination Payments shall be reduced only to the extent necessary so that the Post Termination Payments (other than those referred to in clauses (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to excise tax, in the opinion of Executive’s Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Post Termination Payments shall be determined by the mutual agreement of the Company and the Executive in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The reduction of amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the first sentence of Paragraph 8(d).

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 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 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.  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 the 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 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. 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: David E. Wartner 260 Hagans Avenue Elmhurst, Illinois 60126

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 .

     To the fullest extent permitted by law and in addition to any other rights permitted or granted under the Company’s certificate of formation and operating agreement, each as amended to date, or any agreement or policy of insurance, or by law, the Company shall indemnify the Executive if the Executive is made a party, or threatened to be made a party, to any threatened, pending, or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the Executive is or was an employee, officer or director of the Company or any subsidiary of the Company, in which capacity the Executive is or was serving at the Company’s request, against any and all costs, losses, damages, judgments, liabilities and expenses (including reasonable attorneys’ fees) which may be suffered or incurred by him in connection with any such action, suit or proceeding; provided, however, that there shall be no indemnification in relation to matters as to which the Executive is adjudged to have been guilty of fraud or bad faith or as a result of the Executive’s material breach.

     (d)  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.

     (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 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.

(signature page follows)

     IN WITNESS WHEREOF, the parties have executed this Agreement on this 19 ^th day of December, 2008.

Exhibit 10.6

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
THOMAS A. NARDI
AND
NAVIGANT CONSULTING, INC.

      THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is hereby entered into by and between Thomas A. Nardi (“Employee”) and Navigant Consulting, Inc. (the “Company”), effective January 1, 2009:

      WHEREAS, Employee and the Company are parties to the Employment Agreement dated as of November 10, 2008 between Employee and the Company (the “Agreement”);

      WHEREAS, the Company desires to amend the Agreement to provide for interest on any payments subject to a six month delay as a result of the rules under Section 409A of the Internal Revenue Code of 1986, as amended.

      NOW, THEREFORE, BE IT RESOLVED, the parties agree that the Agreement hereby is amended, effective as of January 1, 2009, as follows:

1. The last sentence of Section 11(b)(i) hereby is amended to add the following phrase immediately following the phrase “shall instead be paid” appearing therein: “, with interest at the rate of 5% per annum,”.

Agreed:
/s/ Julie M. Howard				Date: December 19, 2008
Julie M. Howard
President, Navigant Consulting, Inc.
/s/ Thomas A. Nardi				Date: December 19, 2008
Thomas A. Nardi

Exhibit 10.7

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
BETWEEN
MONICA M. WEED
AND
NAVIGANT CONSULTING, INC.

      THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is hereby entered into by and between Monica M. Weed (“Employee”) and Navigant Consulting, Inc. (the “Company”), effective January 1, 2009:

      WHEREAS, Employee and the Company are parties to the Employment Agreement dated as of November 3, 2008 between Employee and the Company (the “Agreement”);

      WHEREAS, the Company desires to amend the Agreement to provide for interest on any payments subject to a six month delay as a result of the rules under Section 409A of the Internal Revenue Code of 1986, as amended.

      NOW, THEREFORE, BE IT RESOLVED, the parties agree that the Agreement hereby is amended, effective as of January 1, 2009, as follows:

1. The last sentence of Section 11(b)(i) hereby is amended to add the following phrase immediately following the phrase “shall instead be paid” appearing therein: “, with interest at the rate of 5% per annum,”.

Agreed:
/s/ Julie M. Howard				Date: December 19, 2008
Julie M. Howard
President, Navigant Consulting, Inc.
/s/ Monica M. Weed				Date: December 19, 2008
Monica M. Weed