EXHIBIT 2.2 FORM OF VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of July 1, 1998, by and between The Metzler Group, Inc., a Delaware corporation ("Metzler") and the persons who execute this document (each a "Holder", and collectively...Voting Agreement • July 21st, 1998 • Metzler Group Inc • Services-management services • California
AmongAsset Purchase Agreement • October 7th, 2002 • Navigant Consulting Inc • Services-management consulting services • Illinois
EX-10.11 Letter Agreement dated February 1, 2000 between the Registrant and Philip P. SteptoeLetter Agreement • March 29th, 2000 • Navigant Consulting Inc • Services-management consulting services • Illinois
andRights Agreement • December 17th, 1999 • Navigant Consulting Inc • Services-management consulting services • Delaware
RECITALSEmployment Agreement • March 19th, 2001 • Navigant Consulting Inc • Services-management consulting services • Illinois
Exhibit 4.2 FORM OF REGISTRATION AGREEMENT ------------------------------ THIS REGISTRATION AGREEMENT (this "Agreement") is made as of _________ ___, 199___, between The Metzler Group, Inc., a Delaware corporation (the "Company"), and the individual...Registration Agreement • March 31st, 1998 • Metzler Group Inc • Services-management services • Illinois
RECITALSEmployment Agreement • March 22nd, 2002 • Navigant Consulting Inc • Services-management consulting services • Illinois
ANDPlan and Agreement of Merger • August 14th, 1997 • Metzler Group Inc • Services-management services • Illinois
FORM OF UNDERWRITING AGREEMENT ------------------------------Underwriting Agreement • November 3rd, 1998 • Metzler Group Inc • Services-management services • New York
AGREEMENT AND PLAN OF MERGER among GUIDEHOUSE LLP, ISAAC MERGER SUB, INC. and NAVIGANT CONSULTING, INC. Dated as of August 2, 2019Agreement and Plan of Merger • August 2nd, 2019 • Navigant Consulting Inc • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2019 (this “Agreement”), is made by and among Guidehouse LLP, a Delaware limited liability partnership (“Parent”), Isaac Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Sub”), and Navigant Consulting, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.
RECITALSEmployment Agreement • March 29th, 2000 • Navigant Consulting Inc • Services-management consulting services • Illinois
CREDIT AGREEMENT Dated as of May 27, 2011 among NAVIGANT CONSULTING, INC. and THE FOREIGN BORROWERS INDENTIFIED HEREIN, collectively, as the Borrowers, CERTAIN SUBSIDIARIES OF NAVIGANT CONSULTING, INC. IDENTIFIED HEREIN, as the Guarantors, BANK OF...Credit Agreement • October 28th, 2011 • Navigant Consulting Inc • Services-management consulting services • Illinois
This CREDIT AGREEMENT is entered into as of May 27, 2011 among NAVIGANT CONSULTING, INC., a Delaware corporation (the “Company”), NAVIGANT CONSULTING (EUROPE) LIMITED, a corporation organized and existing under the laws of England and Wales (the “U.K. Borrower”), NAVIGANT CONSULTING LTD., a corporation organized and existing under the laws of the Province of Ontario (the “Canadian Borrower”, and together with the Company, the U.K. Borrower and certain other Foreign Subsidiaries of the Company party hereto pursuant to Section 2.15, the “Borrowers” and, each a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, U.K. Swing Line Lender, Canadian Lender and L/C Issuer.
EX-10.13 Letter Agreement dated February 27, 2000 between the Registrant and Barry S. CainLetter Agreement • March 29th, 2000 • Navigant Consulting Inc • Services-management consulting services
EXHIBIT 1 4,100,000 Shares THE METZLER GROUP, INC. Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • November 18th, 1997 • Metzler Group Inc • Services-management services • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 24th, 2008 • Navigant Consulting Inc • Services-management consulting services • Illinois
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”).
RECITALSPlan and Agreement of Merger • September 3rd, 1998 • Metzler Group Inc • Services-management services • Illinois
NAVIGANT CONSULTING, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 31st, 2014 • Navigant Consulting Inc • Services-management consulting services • Delaware
Navigant Consulting, Inc., a Delaware corporation (the “Company”), hereby grants to [ ] (the “Holder”) as of [ ] (the “Grant Date”), pursuant to the terms and conditions of the Navigant Consulting, Inc. 2012 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ ] shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).
Exhibit 4.2 FORM OF REGISTRATION AGREEMENT This Registration Agreement (this "Agreement") is made effective as of , 1999, between The Metzler Group, Inc., a Delaware corporation (the "Company"), and each of the holders who execute and deliver a...Form of Registration Agreement • January 24th, 2000 • Navigant Consulting Inc • Services-management consulting services • Illinois
CREDIT AGREEMENT Dated as of May 27, 2011 among NAVIGANT CONSULTING, INC. and THE FOREIGN BORROWERS INDENTIFIED HEREIN, collectively, as the Borrowers, CERTAIN SUBSIDIARIES OF NAVIGANT CONSULTING, INC. IDENTIFIED HEREIN, as the Guarantors, BANK OF...Credit Agreement • May 31st, 2011 • Navigant Consulting Inc • Services-management consulting services • Illinois
This CREDIT AGREEMENT is entered into as of May 27, 2011 among NAVIGANT CONSULTING, INC., a Delaware corporation (the “Company”), NAVIGANT CONSULTING (EUROPE) LIMITED, a corporation organized and existing under the laws of England and Wales (the “U.K. Borrower”), NAVIGANT CONSULTING LTD., a corporation organized and existing under the laws of the Province of Ontario (the “Canadian Borrower”, and together with the Company, the U.K. Borrower and certain other Foreign Subsidiaries of the Company party hereto pursuant to Section 2.15, the “Borrowers” and, each a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, U.K. Swing Line Lender, Canadian Lender and L/C Issuer.
RECITALSEmployment Agreement • March 19th, 2001 • Navigant Consulting Inc • Services-management consulting services • Illinois
RECITALSConsulting Agreement and General Release • March 29th, 2000 • Navigant Consulting Inc • Services-management consulting services • Illinois
ContractNavigant Consulting Inc • May 4th, 2017 • Services-management consulting services • Illinois
As you are aware, the term of your employment agreement ends on March 31, 2017. I am pleased to extend you an offer to continue your employment with Navigant Consulting, Inc. (“Navigant”) as its Executive Vice President, General Counsel and Secretary, reporting directly to the Chief Executive Officer of Navigant. This letter (this “Agreement”) outlines certain terms of your continued employment should you choose to accept this offer.
NAVIGANT CONSULTING, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 26th, 2016 • Navigant Consulting Inc • Services-management consulting services • Delaware
Navigant Consulting, Inc., a Delaware corporation (the “Company”), hereby grants to [ ] (the “Holder”) as of [ ], 20 (the “Grant Date”), pursuant to the terms and conditions of the Navigant Consulting, Inc. Amended and Restated 2012 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ ] shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 4th, 2013 • Navigant Consulting Inc • Services-management consulting services • Illinois
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), made effective as of October 1, 2013 (the “Effective Date”), is between Navigant Consulting, Inc., a Delaware corporation (the “Company”), and Monica M. Weed (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2012 • Navigant Consulting Inc • Services-management consulting services • Illinois
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of March 1, 2012 (the “Effective Date”), is between Navigant Consulting, Inc., a Delaware corporation (the “Company”), and Julie M. Howard (the “Executive”).
NAVIGANT CONSULTING, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 26th, 2016 • Navigant Consulting Inc • Services-management consulting services • Delaware
Navigant Consulting, Inc., a Delaware corporation (the “Company”), hereby grants to [ ] (the “Holder”) as of [ ] (the “Grant Date”), pursuant to the terms and conditions of the Navigant Consulting, Inc. Amended and Restated 2012 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ ] shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).
NAVIGANT CONSULTING, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 30th, 2014 • Navigant Consulting Inc • Services-management consulting services • Delaware
Navigant Consulting, Inc., a Delaware corporation (the “Company”), hereby grants to [ ] (the “Holder”) as of [ ] (the “Grant Date”), pursuant to the terms and conditions of the Navigant Consulting, Inc. 2012 Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [ ] shares of the Company’s Common Stock, par value $0.001 per share (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”).
EQUITY PURCHASE AGREEMENT dated as of June 23, 2018 by and between NAVIGANT CONSULTING, INC. and ANKURA CONSULTING GROUP, LLCEquity Purchase Agreement • June 28th, 2018 • Navigant Consulting Inc • Services-management consulting services
This EQUITY PURCHASE AGREEMENT (including all schedules, exhibits and amendments hereto, this “Agreement”), dated as of June 23, 2018, is made by and between Navigant Consulting, Inc., a Delaware corporation (“Seller”) and Ankura Consulting Group, LLC, a Delaware limited liability company (“Buyer”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 24th, 2008 • Navigant Consulting Inc • Services-management consulting services • Illinois
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”).
AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • August 30th, 2018 • Navigant Consulting Inc • Services-management consulting services
THIS AMENDMENT NO. 1 TO THE EQUITY PURCHASE AGREEMENT (this “Amendment”), dated as of August 22, 2018, by and among Navigant Consulting, Inc., a Delaware corporation (“Seller”), Ankura Consulting Group, LLC, a Delaware limited liability company (“Buyer”) and Ankura Consulting Worldwide, Inc., a Delaware corporation (“Worldwide”).
NON-QUALIFIED STOCK OPTION AWARD UNDER NAVIGANT CONSULTING, INC. 2005 LONG-TERM INCENTIVE PLANNon-Qualified Stock Option Award Under • March 15th, 2007 • Navigant Consulting Inc • Services-management consulting services • Illinois
Unless otherwise defined herein, the defined terms in this Agreement will have the same meanings given to them in the Navigant Consulting, Inc. 2005 Long-Term Incentive Plan (the “Plan”). This Agreement will become null and void unless the Optionee accepts this Agreement by signing it in the space provided and returning it to the Company.
ASSET PURCHASE AGREEMENT Dated as of February 8, 2005 Among NAVIGANT CONSULTING, INC. CASAS, BENJAMIN & WHITE, LLC, CBW SECURITIES, LLC, EDWARD R. CASAS, INC., EDWARD R. CASAS and GERALD R. BENJAMINAsset Purchase Agreement • February 15th, 2005 • Navigant Consulting Inc • Services-management consulting services • Illinois
ASSET PURCHASE AGREEMENT, dated as of February 8, 2005, among Navigant Consulting, Inc., a Delaware corporation (“Buyer”), Casas, Benjamin & White, LLC, a Delaware limited liability company (“CBW”), CBW Securities, LLC, a Delaware limited liability company (the “Subsidiary” and, together with CBW, “Sellers”), Edward R. Casas, Inc., an Illinois corporation, and G. Benjamin, CPA, P.C., a Georgia corporation (collectively, the “Members”), and Edward R. Casas and Gerald R. Benjamin (collectively, the “Owners” and, together with the Members, the “Selling Parties”).
December 6, 2010 Navigant Consulting, Inc. Chicago, IL 60606Navigant Consulting Inc • February 18th, 2011 • Services-management consulting services • Illinois
Re: First Amendment to Fourth Amended and Restated Credit Agreement, dated as of May 31, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Navigant Consulting, Inc., a Delaware corporation, the other Borrowers party thereto, the Guarantors party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent
Unaudited Pro Forma Condensed Consolidated Financial InformationPurchase Agreement • August 30th, 2018 • Navigant Consulting Inc • Services-management consulting services
On June 23, 2018, Navigant Consulting, Inc. (the “Company” or “Navigant”) entered into an Equity Purchase Agreement (as amended, the “Purchase Agreement”), with Ankura Consulting Group, LLC (“Ankura”) and its subsidiary Ankura Consulting Worldwide, Inc. (“Worldwide” and together with Ankura, the “Buyer”), pursuant to which, among other things, Navigant agreed to sell its Disputes, Forensics and Legal Technology segment and Transaction Advisory Services practice (the “Business”) to the Buyer (the transactions described in the Purchase Agreement, together, referred to as the “Disposition”). On August 24, 2018, the Company completed the previously announced Disposition, which constituted a significant disposition for purposes of Item 2.01 of the Current Report on Form 8-K of the Company dated as of August 30, 2018 relating to the closing of the Disposition (the “Navigant Closing Form 8-K”).
FORM OF NON-QUALIFIED STOCK OPTION AWARD UNDER NAVIGANT CONSULTING, INC. 2005 LONG-TERM INCENTIVE PLANNavigant Consulting Inc • April 27th, 2012 • Services-management consulting services • Illinois
Unless otherwise defined herein, the defined terms in this Agreement will have the same meanings given to them in the Navigant Consulting, Inc. 2005 Long-Term Incentive Plan, as amended (the “Plan”). This Agreement will become null and void unless the Optionee accepts this Agreement by signing it in the space provided and returning it to the Company.
