Exhibit 10.50
WARRANT ASSUMPTION AND ADJUSTMENT
AGREEMENT
This WARRANT ASSUMPTION AND
ADJUSTMENT AGREEMENT (this “ Agreement ”), dated
as of October 1, 2004, by and among EXULT, INC., a Delaware
corporation (“ Exult ”), HEWITT ASSOCIATES,
INC., a Delaware corporation (“ Hewitt ”), and
BANK OF MONTREAL, a Canadian corporation (“ Warrant
Holder ”).
RECITALS
WHEREAS, Exult has executed and
delivered to the Warrant Holder a Warrant Agreement, dated as of
April 23, 2003 (the “ Warrant Agreement ”),
providing for the Warrant Holder’s right to acquire 1,000,000
shares of Exult Common Stock, par value $0.0001 per share (the
“ Exult Common Stock ”), less the number of
shares used in exercise as described Section 1.2(b) of the
Warrant Agreement (the “ Warrant ”);
WHEREAS, on the date hereof,
pursuant to the Agreement and Plan of Merger, dated as of
June 15, 2004, by and between Exult, Hewitt and Eagle Merger
Corp., a Delaware corporation and wholly owned subsidiary of Hewitt
(“ Merger Sub ”), (i) Merger Sub was merged
with and into Exult, with Exult as the surviving corporation (the
“ Merger ”) and (ii) each share of Exult
Common Stock was converted into the right to receive 0.2 shares of
Class A Common Stock, par value $0.01 per share (“
Hewitt Common Stock ”);
WHEREAS, Section 2.4 of the
Warrant Agreement permits Exult to merge into another Person, so
long as the Warrant is exercisable after such event on the terms
and conditions specified in the Warrant Agreement for the kind,
amount and number of shares or other consideration to which Warrant
Holder would have been entitled at the time of such event upon
exercise of the Warrant; and
WHEREAS, all things necessary to
authorize the assumption by Hewitt of Exult’s obligations
under the Warrant Agreement and to make this Agreement, when
executed by the parties hereto, a valid and binding agreement have
been done and performed.
NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto
mutually covenant and agree as follows:
1. Definitions . Capitalized
terms used herein without definition shall have the meanings
assigned to them in t
