MANAGING DIRECTOR AGREEMENT

1.

Employment/Exclusive Services . You accept employment as of the Effective Date on the terms and conditions of this Agreement. You agree to: (a) devote your professional time and best effort to BearingPoint’s business and to refrain from professional practice other than on BearingPoint’s behalf; (b) perform all assigned work faithfully and to the best of your ability at such times and places as BearingPoint designates; (c) abide by all policies of BearingPoint, current and future, including the EEO policy attached as Exhibit A, and the Anti-Harassment policy attached as Exhibit B; (d) comply with the Confidentiality and Intellectual Property Agreement attached as Exhibit C; (e) abide by the terms of the Consent Form, concerning personal data, attached as Exhibit D; (f) agree to, and abide with, the list of Competitive Businesses, attached as Exhibit E; (g) abide by the Drug-Free Workplace policy attached as Exhibit F, and the Information Technology Use policy attached as Exhibit G; and (h) comply with the Corporate Sponsored Credit Card Agreement attached as Exhibit H.

By executing this Agreement, you represent and confirm that you are not bound by any covenant restricting you from being employed at BearingPoint or from performing your duties as an employee and Managing Director under this Agreement.

2.

Compensation and Benefits . As of the Effective Date, BearingPoint will pay you a base salary, less withholding and deductions, payable in accordance with BearingPoint’s normal payroll practices. From time to time, BearingPoint may adjust your salary and other compensation in its discretion. During your employment, you will be eligible to participate in employee compensation or benefit plans (including group medical and 401(k)), incentive award programs, and employee stock option or purchase plans and to receive other fringe benefits that BearingPoint makes generally available to employees in your position. BearingPoint may amend or discontinue any of its plans, programs, policies and procedures at any time for any or no reason with or without notice.

As a condition of receiving any stock options, restricted stock or other equity awards, you will be required to enter into a separate stock option, restricted stock or other agreement that will provide (among other things) for the termination of your stock options or other equity awards and a payment to BearingPoint or its designee of some or all of your gain if you violate Sections 1(d), 3, 4, 5, and/or Exhibit C of this Agreement. You also agree and authorize BearingPoint to deduct or withhold from your base salary or other compensation amounts which are owed to BearingPoint or for any other lawful purpose.

3.

Duty of Loyalty . You acknowledge and agree that you owe a fiduciary duty of loyalty, fidelity and allegiance to act at all times in the best interests of BearingPoint and to do no

act that would injure the business, interests, or reputation of BearingPoint. You understand and agree that you will not divert business from BearingPoint to a Competitive Business, prepare for a future competitive venture or engage in self-dealing while in BearingPoint’s employ. In keeping with these duties, you shall make full disclosure to BearingPoint of all business opportunities pertaining to BearingPoint’s business and shall not appropriate for your future benefit business opportunities of BearingPoint.

4.

Conflicts of Interest . You understand and agree that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial or consulting activities, which interest might in any way adversely affect BearingPoint, involves a possible conflict of interest. Consistent with your fiduciary duties to BearingPoint, you agree that you shall not knowingly become involved in a conflict of interest with BearingPoint or upon discovery of such a conflict, permit it to continue. You also agree to disclose promptly to BearingPoint’s General Counsel any facts which might involve such a conflict of interest that has not been approved by BearingPoint’s Board of Directors.

5.

Covenants . In consideration of your employment, special training, access to Proprietary Information and eligibility for stock options, restricted stock or other equity awards, you agree to the following obligations that you acknowledge are reasonably designed to protect BearingPoint’s legitimate business interests without unreasonably restricting your ability to earn a living after leaving BearingPoint.

Managing Director of BearingPoint; (ii) offer to provide to any Client or Prospective Client similar services in the same line of business to those which you conducted, provided or offered to provide while employed by BearingPoint; (iii) render advice or services to, or otherwise assist, any Competitive Business in rendering advice or services similar to that advice or services offered or provided by BearingPoint through you or your business unit to any Client or Prospective Client; (iv) divert or attempt to divert any Client or Prospective Client from BearingPoint to a Competitive Business; (v) transact any business with any Client or Prospective Client which, in any manner, would have, or is likely to have, an adverse effect upon BearingPoint’s existing or prospective business relationships; and/or (vi) develop, acquire or maintain an ownership interest in a Competitive Business, provided that ownership interest of less than 5% of the outstanding capital stock of a publicly traded Competitive Business shall not be a violation of this provision. If BearingPoint abandons a particular aspect of its business (i.e., ceases providing such services with the intention to permanently refrain from such aspect of the business), then this covenant shall not apply to such former aspect of BearingPoint’s business.

c.

Non-Solicitation of Clients and Prospective Clients . During your employment with BearingPoint and for a period of 18 months after your termination or resignation, for whatever reason, you agree not to take any action to, or do anything reasonably intended to, solicit any Client or Prospective Client on your own behalf or on behalf of a Competitive Business (as specified in Exhibit E) or otherwise influence or attempt to influence any Client or Prospective Client to cease or refrain from doing business, or reduce the Client’s business, with BearingPoint. The term “solicit” includes any direct or indirect approach, verbal or written, to a Client or Prospective Client containing an offer, announcement, request, petition, solicitation or other entreaty that asks, urges, encourages, invites, moves or otherwise persuades a Client or Prospective Client to contact or respond to you or a Competitive Business for business purposes. You understand and agree that impermissible solicitation includes, but is not limited to, informing any Client or Prospective Client of your intent to form or join a Competitive Business or announcing to any Client or Prospective Client your departure from BearingPoint or your forming or joining a Competitive Business. You also agree not to make any public or private false, derogatory or disparaging comments about BearingPoint (or its employees) to any Clients or Prospective Clients or act in any manner that could reasonably be expected to result in damage to the goodwill or business reputation of BearingPoint.

d.

Non-Solicitation of Employees . While employed with BearingPoint and for 18 months after your termination or resignation, for whatever reason, you agree not to hire, employ, solicit for employment or attempt to hire or assist a Competitive Business (as specified in Exhibit E) in doing so any employee of BearingPoint or any former employee who left BearingPoint within 12 months before or after your termination or resignation. This prohibition applies to any direct or indirect, written or verbal, contact for employment purposes and includes, but is not limited to, notice of alternative job opportunities, responses to employee inquiries,

referrals to hiring managers or providing employee identity, contact, performance or compensation information to a Competitive Business or its representative. Impermissible solicitation also includes any direct or indirect offer to engage or retain a BearingPoint employee or former employee as an employee, agent, consultant, independent contractor or in any other capacity to perform services for a person or entity other than BearingPoint.

a.

Compensation Forfeiture . If BearingPoint determines that you have breached Sections 3 or 4, you agree to forfeit or repay all salary and other compensation that you have earned or would otherwise be entitled to from BearingPoint during any period of disloyalty or conflicting interest. This compensation forfeiture shall be absolute and not subject to any apportionment for properly performed services during any period when disloyal acts were committed. By executing this Agreement, you authorize BearingPoint to engage in self-help and deduct or withhold from any compensation otherwise due or owing to you in order to satisfy such forfeiture; provided, however, that any such deduction or withholding shall occur only at the time when payment of such compensation would otherwise have been made under the terms of the applicable policy or plan. You also agree to forfeit and pay to BearingPoint all gains realized from the disloyal or conflicting acts and to reimburse BearingPoint for all losses incurred as a result of the disloyalty, including costs and attorney’s fees.

b.

Injunctive Relief . You acknowledge and agree that BearingPoint’s remedy at law for any breach of the covenants or othe