BearingPoint, Inc. Performance Share
Unit Award Agreement
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.
1. Section 4(c)
of the Agreement shall be amended by adding the following sentence
at the end of section: “Notwithstanding the foregoing, in no
event shall the Settlement Date be a date later than
December 31 of the calendar year in which an installment
payment is scheduled to be paid.”
2. Section 5(a)
is amended by deleting the second sentence thereof.
3. Section 5(e)
shall be replaced with the following paragraph:
Upon the Award
Recipient’s termination by the Company due to Death or
Disability prior to December 31, 2009, but after December 31,
2007, the Committee shall determine the level of vesting of the
Award Recipient’s Performance Share Units under
Section 3(b), provided that the conditions of 3(a) have been
met, for all completed fiscal years during the Performance Period
prior to the Award Recipient’s termination due to Death or
Disability. A pro rata portion of the vested percentage of
Performance Share Units shall be determined based on the number of
completed months (including the month of termination) during the
Performance Period prior to the date of the Award Recipient’s
Death or Disability. Amounts vested due to Death shall be paid
within 30 days of the Committee’s determination that the
Performance Measures were achieved for the year of the Award
Recipient’s Death but in no event later than the
December 31 of the year following the year of Award
Recipient’s Death. Amounts vested due to Award
Recipient’s Disability shall be settled at the times provided
in Section 4(c).
4. Sections 7(c)
and 7(d) shall be eliminated and Section 7(b) shall be replaced
with the following paragraph:
General. In the
event of a Change in Control, the Consolidated Business Unit
Contribution Performance Measure set forth in Section 3(a) shall be
waived. In the event of a Change in Control constituting (1) a
sale or transfer of all or substantially all of the assets of the
Company on a consolidated basis in any transaction or series of
related transactions to a single Person, or (2) any merger,
consolidation or reorganization to which the Company is a party,
except for a merger, consolidation or reorganization in which the
Company is the surviving corporation and, after giving effect to
such merger, consolidation or reorganization, the holders of the
Company’s outstanding equity (on a fully diluted basis)
immediately prior to the merger, consolidation or reorganization
will own in the aggregate immediately following the merger,
consolidation or reorganization the Company’s outstanding
equity (on a fully diluted basis) either (i) having
the
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