Exhibit 10.3
NAVIGANT CONSULTING,
INC.
DIRECTORS’ DEFERRED FEES
PLAN
ARTICLE I
Purpose
The purpose of the Navigant
Consulting, Inc. Directors’ Deferred Fees Plan is to provide
Non-Employee Directors with the opportunity to defer the receipt of
all or a portion of their annual cash retainer and meeting
attendance fees. All capitalized terms used in the Plan shall have
the meanings set forth in Article II.
ARTICLE II
Definitions
“Board” means the Board
of Directors of Navigant Consulting, Inc.
“Company” means Navigant
Consulting, Inc.
“Deferral” shall have
the meaning set forth in Section 4.1.
“Deferral Account” means
a bookkeeping account in the name of a Non-Employee Director who
elects to defer, pursuant to the Plan, all or a portion of his or
her Retainer/Fees.
“Deferral Crediting
Date” shall have the meaning set forth in Article
V.
“Deferral Election”
shall have the meaning set forth in Section 4.1.
“Distribution Date”
shall have the meaning set forth in Section 7.1.
“Interest Account” means
an account established on behalf of a Non-Employee Director
pursuant to Article VI of the Plan.
“Non-Employee Director”
means any director of the Company who is not an officer or employee
of the Company or any subsidiary of the Company.
“Plan” means Directors
Deferred Fees Plan, as amended and restated from time to
time.
“Plan Year” means the
12-month period coincident with the calendar year.
“Prime Rate” means the
interest rate published from time to time by LaSalle Bank
N.A.
“Retainer/Fees” means
the annual cash retainer fee and meeting attendance fees payable to
Non-Employee Directors for service as a member of the Board or a
committee of the Board,
excluding such fees that a Non-Employee Director
elects to forgo in exchange for Elective Options granted under the
Company’s Long-Term Incentive Plan.
“Termination Date” means
the date on which a Non-Employee Director ceases to serve as a
member of the Board.
“Valuation Date” means
the last day of each calendar month.
ARTICLE III
Administration
The Board shall administer the Plan
or a committee designated by the Board. The Board shall, subject to
the terms of this Plan, interpret this Plan and the application
thereof, and establish rules and regulations it deems necessary or
desirable for the administration of this Plan. All such
interpretations, rules and regulations shall be final, binding and
conclusive. The Board may delegate administrative duties under the
Plan to one or more agents, as it shall deem necessary or
advisable.
ARTICLE IV
Deferral Elections
4.1. Eligibility for Deferral
Elections . Each Non-Employee Director shall be eligible to
participate in the Plan. Prior to the first day of each Plan Year,
a Non-Employee Director may make an irrevocable election to defer
receipt of all or any portion of his or her Retainer/Fees for such
Plan Year in accordance with this Article (each such election shall
be referred to as a “Deferral Election” and the amounts
deferred pursuant to such an election the “Deferral”).
A Non-Employee Director shall be eligible to make a Deferral
Election if he or she is a current member of the Board or has been
elected to the Board on the date such election is made.
4.2. Election Procedures .
All Deferral Elections must be made in accordance with procedures
prescribed by the Board, and must be received by the Plan
administrator prior to the first day of the Plan Year for which
such election is effective. Any Deferral Election shall apply only
to the Retainer/Fees otherwise payable in the year for which the
Deferral Election is made.
ARTICLE V
Deferral Accounts
All amounts deferred pursuant to a
Non-Employee Director’s Deferral Elections under the Plan
shall be credited to a Deferral Account maintained on behalf of
such Non-Employee Director as of the first business day of each
quarter (the “Deferral Crediting Date”). A Non-Employee
Director shall be fully vested at all times in the balance of his
or her Deferral Account.
ARTICLE VI
Interest Account
Under the Interest Account, interest
will be credited to the Non-Employee Director’s Deferral
Account as of each Valuation Date and on the date the f
