SPECIAL TERMINATION AGREEMENTSpecial Termination Agreement • June 5th, 2009 • Bearingpoint Inc • Services-management consulting services • Delaware
THIS SPECIAL TERMINATION AGREEMENT (the “Agreement”) is made as of the day of December, , between BearingPoint, Inc., a Delaware corporation (the “Company”), and (the Executive”) (collectively referred to as the “parties”).
MANAGING DIRECTOR AGREEMENT MEMBER DISTRIBUTION AGREEMENT MEMBER AGREEMENT AMENDMENTManaging Director Agreement Member Distribution Agreement Member Agreement • June 5th, 2009 • Bearingpoint Inc • Services-management consulting services
BearingPoint, Inc. (the “Company”) and certain employees (the “Managing Directors”) have entered into individual Member Distribution Agreements, Member Agreements or Managing Director Agreements (“MD Agreements”), pursuant to which the Company has agreed to make severance payments in the event of an involuntary termination of a Managing Director’s employment without cause. The Company has determined that it is in the best interest of the Company and Executive to provide that the benefits provided under the Agreements shall satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. The Company therefore amends each MD Agreement, effective as of December 31, 2008, as follows:
Chicago Dallas Dotroit New York San FranciscoBearingpoint Inc • June 5th, 2009 • Services-management consulting services • Michigan
Amendment to BearingPoint, Inc. Performance Cash Award AgreementAward Agreement • June 5th, 2009 • Bearingpoint Inc • Services-management consulting services
In accordance with the Sections 10 and 17 of the BearingPoint, Inc. Performance Cash Award Agreement (the “Agreement”), the Compensation Committee of the Board of Directors of BearingPoint, Inc. hereby amends the Agreement in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and related regulations or Treasury pronouncements (collectively, “Section 409A”). This amendment shall apply to all previously awarded and outstanding Performance Cash Awards which amendment shall be incorporated as “Exhibit A” to the Agreement (the “Amendment”) and shall become effective upon the close of business on December 31, 2008.
MANAGING DIRECTOR AGREEMENTManaging Director Agreement • June 5th, 2009 • Bearingpoint Inc • Services-management consulting services • Virginia
This Agreement (“Agreement”) is between BearingPoint, Inc. (“BearingPoint”) and (“You” and all similar references), effective as of (the “Effective Date”):
Amendment to BearingPoint, Inc. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • June 5th, 2009 • Bearingpoint Inc • Services-management consulting services
In accordance with the amendment provisions of the BearingPoint, Inc. Restricted Stock Unit Agreement (the “Agreement”), the Compensation Committee of the Board of Directors of BearingPoint, Inc. hereby amends the Agreement in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and related regulations or U.S. Treasury pronouncements (collectively, “Section 409A”). This amendment shall apply to all previously awarded and outstanding Restricted Stock Units which amendment shall be incorporated as “Exhibit A” to the Agreement (the “Amendment”) and shall become effective upon the close of business on December 31, 2008.
SPECIAL TERMINATION AGREEMENT AMENDMENTSpecial Termination Agreement • June 5th, 2009 • Bearingpoint Inc • Services-management consulting services
BearingPoint, Inc. (the “Company”) and certain employees (the “Executives”) have entered into individual Special Termination Agreements (the “Agreements”), pursuant to which the Company has agreed to make severance payments in the event of the termination of the Executive’s employment as a result of a change in control of the Company. The Agreements provide that the Company has the right to amend the provisions of the Agreements in order to avoid the imposition of the additional tax required by Section 409A of the Internal Revenue Code of 1986, as amended. The Company has determined that it is in the best interest of the Company and Executive to provide that the benefits payable under the Agreements shall satisfy the requirements of Section 409A. The Company therefore amends each Agreement, effective as of December 31, 2008, as follows:
EMPLOYMENT LETTER AGREEMENT AMENDMENTEmployment Letter Agreement • June 5th, 2009 • Bearingpoint Inc • Services-management consulting services
BearingPoint, Inc. (the “Company”) and F. Edwin Harbach (“Executive”) previously entered into an Employment Letter Agreement effective as of December 31, 2007 (the “Agreement”). Pursuant to Section 7 of the Agreement, the Company is required to reform the Agreement if any provision of the Agreement would cause Executive to incur any additional tax or interest under Section 409A of the Internal Revenue Code of 1986. Having deemed that it is in the best interest of the Company and Executive to provide that the benefits provided under the Agreements shall satisfy the requirements of Section 409A, the Company hereby amends the Agreement as follows:
Amendment to BearingPoint, Inc. Performance Share Unit Award AgreementUnit Award Agreement • June 5th, 2009 • Bearingpoint Inc • Services-management consulting services
In accordance with the Sections 12 and 19 of the BearingPoint, Inc. Performance Share Unit Award Agreement (the “Agreement”), the Compensation Committee of the Board of Directors of BearingPoint, Inc. hereby amends the Agreement in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and related regulations or Treasury pronouncements (collectively, “Section 409A”). This amendment shall apply to all previously awarded and outstanding Performance Share Unit Awards which amendment shall be incorporated as “Exhibit A” to the Agreement (the “Amendment”) and shall become effective upon the close of business on December 31, 2008.
EMPLOYMENT LETTER AGREEMENT AMENDMENTEmployment Letter Agreement • June 5th, 2009 • Bearingpoint Inc • Services-management consulting services
BearingPoint, Inc. (the “Company”) and David Hunter (“Executive”) previously entered into an Employment Letter Agreement effective as of March 13, 2008 (the “Agreement”). Pursuant to Section 6 of the Agreement, the Company is required to reform the Agreement if any provision of the Agreement would cause Executive to incur any additional tax or interest under Section 409A of the Internal Revenue Code of 1986. Having deemed that it is in the best interest of the Company and Executive to provide that the benefits provided under the Agreements shall satisfy the requirements of Section 409A, the Company hereby amends the Agreement as follows:
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • June 5th, 2009 • Bearingpoint Inc • Services-management consulting services • Virginia
THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”), effective as of January 1, 2009, is between BEARINGPOINT, INC., a Delaware corporation with its principal place of business at 1676 International Drive, McLean, VA 22102 (“BearingPoint” or “Company”), and LAURENT C. LUTZ, an individual having his principal place of business at 2724 W. Sunnyside Avenue Chicago, IL 60625 (“Contractor”).
