BEARINGPOINT, INC. PERFORMANCE SHARE UNIT AWARD AGREEMENT

Exhibit 10.9

BEARINGPOINT, INC.
PERFORMANCE SHARE UNIT AWARD AGREEMENT

     THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (this “Agreement”) evidences an award of performance share units (the “Performance Share Units”) made by BearingPoint, Inc., a Delaware corporation (the “Company”) to the individual (the “Award Recipient”) named in the Award Notice of Performance Share Units (the “Award Notice”) to which this Agreement relates, each of which represents the right to receive at the time of settlement one share of Common Stock of the Company or cash. The award has been granted pursuant to the BearingPoint, Inc. 2000 Long-Term Incentive Plan (the “Plan”). By signing the Award Notice, the Award Recipient: (a) acknowledges receipt of and represents that the Award Recipient has read and is familiar with the Award Notice, this Agreement and the Plan, (b) accepts the award subject to all of the terms and conditions of the Award Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Compensation Committee (the “Committee”) of the Board of Directors of the Company regarding any questions arising under the Award Notice, this Agreement or the Plan. Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Plan.

     1.  Grant of Performance Share Units.

          (a) Award . On the Grant Date, the Award Recipient shall acquire, subject to the provisions of this Agreement, the number of Performance Share Units set forth in the Award Notice, subject to adjustment by the Committee as provided in Section 7.7 of the Plan. Each Performance Share Unit in the Award consists of a bookkeeping entry representing the right to receive on a date determined in accordance with the Award Notice and this Agreement one share of Common Stock, or the value of one share of Common Stock.

          (b) Consideration . The Award Recipient is not required to make any monetary payment (other than applicable tax withholding, if any, and payment of the par value of the Common Stock, if required by law) as a condition to receiving shares of Common Stock or cash upon settlement of the Performance Share Units, the consideration for which shall be future services to be rendered to the Company or for its benefit.

     2.  Vesting of Performance Share Units.

          (a) General . Except as provided in Section 5 and Section 7 of this Agreement, the Award Recipient’s Performance Share Units shall become vested and nonforfeitable in whole or in part on the last day of the period commencing February 2, 2007 and ending December 31, 2009 (the “Performance Period”), if (i) the Award Recipient remains continuously employed throughout the Performance Period and (ii) the performance criteria (the “Performance Measures”) set forth in Section 3 hereof are satisfied.

          (b) Other Forfeitures . Notwithstanding the general vesting provisions of Section 2(a), the Award Recipient’s Performance Share Units shall be forfeited completely upon a finding by a committee consisting of the Chairman of the Board, the chief executive officer of the Company and the general counsel of the Company (the “Determination Committee”) upon a

finding by the executive vice president of the Company responsible for the Award Recipient’s business unit that the Award Recipient has violated his duty of loyalty to the Company or otherwise breached the conditions of his employment. No such forfeiture shall occur, however, until such time as the Award Recipient’s appeal of the decision of the Determination Committee to the Managing Director Compensation Committee (the “MDCC”) has been made and decided unfavorably by the MDCC or the Award Recipient has decided not to pursue such an appeal. The following shall constitute such a violation or breach, with each such term as hereinafter defined: the Award Recipient’s (i) having a Conflict of Interest; (ii) disclosure of Proprietary Information; (iii) violation of the Company’s anti-harassment policy; (iv) violation of the Company’s non-competition requirements and (v) violation of the Company’s non-solicitation rules.

For purposes of this Agreement the referenced terms are defined as follows:

“Conflict of Interest” means 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 the Company.

“Proprietary Information” means all business information or material disclosed to , developed, or known by the Award Recipient as a consequence of his employment with the Company and that pertains to the Company or its subsidiaries, affiliates, predecessors or successors (collectively referred to herein as the “Company”), that the Company treats as confidential and / or that is embodied in or relates to Works. Proprietary Information includes the Company’s non-public discoveries, ideas, inventions, concepts, software and related documentation, designs, drawings, specifications, techniques, methodologies, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, training materials, templates, procedures, “know-how,” tools, identities of clients and prospective clients, client accounts or lists, web design needs, client advertising needs and history, client reports, client proposals, research regarding prospective clients, product information and reports, accounts, billing methods, pricing, data, sources of supply, business methods, production or merchandising systems or plans, marketing, sales and business strategies and plans, finances, operations, and information regarding employees.

“Works” means (i) any inventions, trade secrets, ideas or original works of authorship that the Award Recipient conceives, develops, discovers or makes , in whole or in part , during his employment with the Company and that relate to the Company’s business or its actual or demonstrably anticipated research or development ; (ii) any inventions, trade secrets, ideas or original works of authorship that the Award Recipient conceives, develops, discovers or makes in whole or in part during or for a period of one year after his employment with the Company and which are made through the use of any of the Company’s equipment, facilities, supplies, trade secrets or time, or which result from any work that the Award Recipient performs or performed for the Company ; and (iii) any part or aspect of any of the foregoing.

“Non-Competition” means while employed with the Company and for 24 months after his termination or resignation, for whatever reason, directly or indirectly, on his own behalf or on behalf of a Competitive Business (as specified in Exhibit A), in any geographic area or market where he (or a direct report of his business unit) provided services to the Company during the preceding 12 months: (I) engages in or is employed by or affiliated with a Competitive Business in which he performs the same or similar duties or responsibilities or provides comparable services that he performed or provided while employed with the Company; (II) offers to provide to any client or prospective client similar services in the same line of business to those which he conducted, provided or offered to provide while employed by the Company; (III) renders advice or services to, or otherwise assists, any Competitive Business in rendering advice or services similar to that advice or services offered or provided by the Company through him or his business unit to any client or prospective client; (IV) diverts or attempts to divert any client or prospective client from the Company to a Competitive Business; (V) transacts any business with any client or prospective client which, in any manner, would have, or is likely to have, an adverse effect upon the Company’s existing or prospective business relationships; and/or (VI) develops, acquires or maintains an ownership interest in a Competitive Business, provided that an 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.

“Non-Solicitation” means either (I) during his employment with the Company and for a period of 24 months after his termination or resignation, for whatever reason, agreeing to take any action to, or do anything reasonably intended to, solicit any client or prospective client on his own behalf or on behalf of a Competitive Business or otherwise to influence or attempt to influence any client or prospective client to cease or refrain from doing business, or reduce the client’s business, with the Company. 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 him or a Competitive Business for business purposes or (II) while employed with the Company and for 24 months after his termination or resignation, for whatever reason, attempting to hire, employ, solicit for employment or attempting to hire (or assist a Competitive Business in doing so) any employee of the Company or any former employee who left the Company within 12 months before or after his 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 Company 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 the Company .

     3.  Performance Measures.

          (a) Growth in Consolidated Business Unit Contribution . No Award shall be earned unless the “Consolidated Business Unit Contribution” of the Company has grown by a compounded average of at least 3% annually for the Company fiscal year or years ending on December 31 during the Performance Period. Growth in Consolidated Business Unit Contribution (“Growth”) shall be determined beginning with fiscal year 2007 by reference to an increase in the Consolidated Business Unit Contribution of the Company over the Company’s Consolidated Business Unit Contribution for fiscal year 2006. “Consolidated Business Unit Contribution” is determined as (i) consolidated net revenue less (ii) professional compensation, other costs of service, and sales, general and administrative expense (excluding stock compensation expense, bonus expense, interest expense and infrastructure expense). The Committee shall review and approve annually each fiscal year’s Consolidated Business Unit Contribution of the Company, including any such adjustments as the Committee shall deem necessary or appropriate to measure compound average growth in Consolidated Business Unit Contribution on a comparable basis.

          (b) TSR Growth . If the Company achieves at least the minimum required Growth in Consolidated Business Unit Contribution during the Performance Period, the Award Recipient shall become vested in the following percentage of Performance Share Units in his Award based on the Company’s Total Shareholder Return (“TSR”) during the Performance Period when measured against the TSR for the companies comprising the S&P 500 on February 2, 2007 (“S&P 500”) for the same period:

          The percentage of Performance Share Units in the Award that vests at percentile rankings between any two specified levels shall be based on interpolation. For example, at the 30 ^th percentile TSR ranking vesting will be 60 percent, based on the sum of 50 percent for 25th percentile TSR and 10 percent for additional vesting for TSR between 25th percentile and 30th percentile. The 10 percent additional vesting is calculated as 5/25, or 20 percent of the difference in vesting between 25th percentile TSR and 50th percentile TSR, which is 50 percent.

          For purposes of this Agreement, the Company’s TSR shall be determined by comparing the average closing prices of Common Stock for the 20 trading days ending on February 2, 2007 with the average closing prices of Common Stock for the 20 trading days ending on December 31, 2009 (or earlier date required by Section 5 or Section 7), and by assuming that any dividends are reinvested. The TSR for the S&P 500 shall be determined in a similar fashion as of the same dates as for the Company’s TSR.

          For purposes of measuring TSR performance, companies that cease to be a constituent company within the S&P 500 index at some time during the Performance Period, will continue to be measured for TSR, so long as they are traded without interruption on a “national securities exchange” registered with the Securities and Exchange Commission under Section 6 of the Securities Exchange Act of 1934. For purposes of measuring TSR performance, S&P 500 constituent companies that cease to trade at some time during the Performance Period due to being the target of an announced merger/acquisition, will be eliminated.

     4.  Settlement of the Performance Share Units.

          (a) Issuance of Shares of Common Stock or Cash . Following a determination by the Committee that the Performance Measures were satisfied in one or more fiscal years during the Performance Period, upon each of the dates set forth in Section 4(c), the Company shall issue to the Award Recipient with respect to each such Performance Share Unit in the Award, (i) a number of shares of Common Stock that is equal to the number of such vested Performance Share Units determined to be settled pursuant to Section 3(b) and Section 4(c) after any adjustments under Section 7.7 of the Plan, (ii) cash or (iii) a combination of cash and shares of Common Stock, as determined by the Committee in its sole discretion. If the Committee elects to settle any portion of the Award in cash, the payment shall equal the Fair Market Value of the number of shares of Common Stock on the date of settlement that is equal to such portion of the number of vested Performance Share Units determined to be settled in cash, after any adjustments under Section 7.7 of the Plan. Shares of Common Stock issued in settlement of Performance Share Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 4(b). Notwithstanding anything herein to the contrary, except as provided in Section 5(e) and Section 7, the Committee shall not make a determination that the Performance Measures are satisfied until audited financials of the Company are available for the years 2007 through 2009. Subject to the restrictions outlined under Section 4(b), for all Performance Share Units that vest, the Company intends to settle those units in shares of the Company’s common stock.

          (b) Restrictions on Issuance of Shares and Cash Settlements . The issuance of shares of Common Stock or cash upon settlement of the Perfo