FORM OF RESTRICTED STOCK AWARD AGREEMENT UNDER

Exhibit 10.1

FORM OF RESTRICTED STOCK AWARD AGREEMENT

UNDER

NAVIGANT CONSULTING, INC. 2005 LONG-TERM INCENTIVE PLAN

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of [date of grant] (the “Effective Date”) between Navigant Consulting, Inc. (the “Company”) and [xxxx] (the “Participant”). Notwithstanding the foregoing, this Agreement will become effective upon the execution of this Agreement by the Company.

Any term capitalized but not defined in this Agreement will have the meaning set forth in the Navigant Consulting, Inc. 2005 Long-Term Incentive Plan (the “Plan”).

The Plan provides for the grant of Restricted Stock to certain eligible individuals, as approved by the Committee. In the exercise of its discretion under the Plan, the Committee has determined that the Participant should receive a Restricted Stock award under the Plan and, accordingly, the Company and the Participant hereby agree as follows:

ALTERNATIVE 1

ALTERNATIVE 2

As between the parties, the decision of the Compensation Committee of the Company’s Board of Directors will be final and conclusive with respect to whether the targets have been met. If both the targets are not met, that year’s [xx]% portion will not be accelerated and will vest on [final vesting date] as provided in subsections 4(a)-(d); provided, however, in the immediate subsequent year after a target is not met, if [accelerated vesting option and example of vesting].

Subject to the Participant’s obligation to pay the Company, in cash, an amount sufficient to pay any applicable withholding obligations, if the Participant dies or becomes Permanently and Totally Disabled before the Company has made the BEA or distributed certificates for any shares of Common Stock, the Company will make the BEA or distribute certificates for those shares of Common Stock and, pursuant to Section 4(c) hereof, shares of Common Stock with respect to the balance of the Award which the Committee has determined

will become vested upon the Participant’s death or Permanent and Total Disability, to the Participant or, in the event of his or her death, to the beneficiary designated by the Participant on a form provided by the Company for this purpose. If the Participant failed to designate a beneficiary, the Company will make the BEA or distribute certificates for those shares of Common Stock in accordance with the Participant’s will or, if the Participant did not have a will, in accordance with the laws of descent and distribution. The Company will make the BEA or distribute certificates for any undistributed shares of Common Stock to the appropriate recipient no later than six months after the Participant’s death or Permanent and Total Disability.

Notwithstanding the foregoing, the Company may in its sole discretion decline to make any BEA or distribute any shares of Common Stock under this Section 5 before the first date that those shares may be distributed to the Participant without penalty or forfeiture under federal or state laws or regulations governing short swing trading of securities or under Internal Revenue Code Section 409A and related regulations governing deferred compensation, if applicable. In determining whether a distribution would result in such a penalty or forfeiture, the Company and the Committee may rely upon information reasonably available to them or upon representations of the Participant’s legal or personal representative. In no event, however, shall the Company, its affiliates or any of their directors, officers, employees, consultants, or other agents be liable to Participant or otherwise responsible for any such penalties or forfeitures.

While the Restricted Stock is maintained by the Company’s transfer agent in uncertificated form in a book entry account, the account will bear an appropriate notation to the effect that the Restricted Stock included in it is subject to the restrictions of this Agreement. The Company may instruct its transfer agent to impose stop transfer instructions with respect to any unvested portion of this Award, or with respect to any vested shares of Common Stock that cannot be distributed to the Participant, his or her beneficiary, or his or her estate because the withholding tax obligations have not been paid to the Company or for the reasons discussed in Sections 4 and 5 above.

The foregoing notation and stop transfer instructions will be removed from the account maintained for all or any portion of this Award after the conditions set forth in Sections 4 and 5 of this Agreement and this Section 6 have been satisfied.

shares of Common Stock upon any securities exchange or under any law, or the consent and approval of any governmental body, or the taking of any other action is necessary or desirable as condition of, or in connection with, the delivery of the shares of Common Stock hereunder, unless listing, registration, qualification, consent, approval or other action has been effected or obtained, free of any conditions not acceptable to the Company.

The Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions of the Plan, and hereby accepts this Award subject to all of the terms and provisions of the Plan effective as of the Date of Grant. The Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement.

IN WITNESS WHEREOF, the Company and the Participant have duly executed this Agreement as of the day and year described in the first paragraph above.