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DIRECTORS? DEFERRED FEES PLAN

Fee Agreement

DIRECTORS? DEFERRED FEES PLAN 

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NAVIGANT CONSULTING INC

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Title: DIRECTORS? DEFERRED FEES PLAN
Date: 3/15/2007
Industry: SVSBUS    

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Navigant Consulting, Inc. Directors' Deferred Fees Plan

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.

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