Attached files

file filename
EX-31.1 - EX-31.1 - NAVIGANT CONSULTING INCd96258dex311.htm
EX-31.2 - EX-31.2 - NAVIGANT CONSULTING INCd96258dex312.htm
XML - IDEA: XBRL DOCUMENT - NAVIGANT CONSULTING INCR9999.htm
10-Q - FORM 10-Q - NAVIGANT CONSULTING INCd96258d10q.htm
EX-32.1 - EX-32.1 - NAVIGANT CONSULTING INCd96258dex321.htm

EXHIBIT 10.1

May 22, 2014

Michael Halberda

6840 E Avenida De Santiago

Anaheim Hills, CA 92807

Michael.halberda@cymetrix.com

 

  Re: Agreement and Plan of Merger dated as of May 14, 2014

(the “Merger Agreement”) among Navigant Consulting, Inc.

(“Parent”), Bobcat Acquisition Corporation, Cymetrix Corporation

and the Securityholders of Cymetrix Corporation named therein

Ladies and Gentlemen:

Reference is hereby made to the Merger Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement.

Parent and you, as the Securityholder Representative, desire to confirm that the aggregate amount of the Contingent Payment which may be payable pursuant to the Merger Agreement shall not exceed $25,000,000. Accordingly, pursuant to Section 9.7of the Merger Agreement, Section 2.8 (a) (i) of the Merger Agreement is hereby amended to add the following sentence at the end of such Section:

“Notwithstanding anything to the contrary set forth herein, the aggregate amount of the Contingent Payment shall not exceed Twenty-Five Million Dollars ($25,000,000).”

Except as amended hereby, the Merger Agreement shall remain in full force and effect. Each reference in the Merger Agreement to “this Agreement”, “hereunder”, or “hereof” or words of like import still mean and be a reference to the Merger Agreement, as amended hereby.

This letter agreement may be executed in counterparts, each of which shall be considered an original instrument. Any signature page delivered via facsimile or electronic mail shall be binding to the same extent as an original signature page.

 

NAVIGANT CONSULTING, INC.
By:  

/s/ Jeff Stoecklein

Name:   J. Stoecklein
Title:   V.P.

 

AGREED AND ACCEPTED

/s/ Michael Halberda

Michael Halberda
As Securityholder Representative