exv10w9






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.



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“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.



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     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
	If the Company’s TSR	 	Share Units in the Award vested
	ranking is in the:	 	shall be:
	 
	<25th percentile
	 	0
	25th
percentile
	 	50
	50th
percentile
	 	100
	75th
percentile
	 	200
	90th
percentile
	 	250






          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
30th 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.




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          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 Performance Share Units shall be subject to and in
compliance with all applicable requirements of federal, state or foreign law and other law or
regulations or the requirements of any stock exchange or market system upon which the Common Stock
may then be listed and any contract or other rule of law to which the Company is subject. No
shares of Common Stock may be issued and no cash paid hereunder if the issuance of such shares or
payment of such cash, in the sole discretion of the Company’s legal counsel, would constitute a
violation of any applicable federal, state or foreign securities laws or other law or regulations
or the requirements of any stock exchange or market system upon which the Common Stock may then be
listed or any contract or other rule of law to which the Company is subject. The inability of the
Company to obtain from any regulatory body any authority deemed by the Company’s legal counsel to
be required for the issuance of any shares or payment of cash subject to the Performance Share
Units shall relieve the Company of any liability whatsoever in respect of the failure to issue
such shares or cash as to which such requisite authority shall not have been obtained. As a
condition to the settlement of the Performance Share Units, the Company may require the Award
Recipient to satisfy any qualifications that may be necessary or appropriate, to evidence
compliance with any applicable



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law or regulation or contract to which the Company is subject and to make any representation or
warranty with respect thereto as may be requested by the Company.




          (c) Settlement. Subject to Section 5 and Section 7, settlement of Performance Share
Units determined by the Committee to be vested in accordance with Section 3 shall occur in
accordance with the following schedules, provided that the settlement dates specified shall be
deferred if the Committee’s determination under Section 4(a) is delayed because it has not
received audited financials for each of the years 2007 through 2009. In such event, the vested
number of Performance Share Units to be settled in accordance with Section 4(a) (the “Vested
Award”), on a date specified shall be paid not later than 30 days after the date of the
Committee’s determination:





          (i) The percentage of the Vested Award equal to up to 100 percent vesting of the Award
shall be settled in six equal installments, generally as follows:




16.67 percent shall be settled on March 31, 2010

16.67 percent shall be settled on June 30, 2010

16.67 percent shall be settled on September 30, 2010

16.67 percent shall be settled on December 31, 2010

16.67 percent shall be settled on March 31, 2011

16.65 percent shall be settled on June 30, 2011




          (ii) If the percentage of the Vested Award exceeds 100 percent vesting of the Award,
the excess over 100 percent shall be settled in six equal installments, generally as
follows:




16.67 percent shall be settled on March 31, 2011

16.67 percent shall be settled on June 30, 2011

16.67 percent shall be settled on September 30, 2011

16.67 percent shall be settled on December 31, 2011

16.67 percent shall be settled on March 31, 2012

16.65 percent shall be settled on June 30, 2012



          (d) Registration of Shares. Shares issued in settlement of the Performance Share
Units shall be registered in the name of the Award Recipient, or, if applicable, in the names of
the heirs of the Award Recipient.




          (e) Fractional Shares. The Company shall not be required to issue fractional shares
upon settlement of the Performance Share Units.




          (f) Dividends. If dividends are paid on shares of Common Stock during the period
beginning January 1, 2010, and before an Award Recipient receives a settlement of Performance Share
Units pursuant to Section 4(c), an amount equal to the dividends that would be paid if each Award
Recipient’s Performance Share Units were settled in Common Stock on the record date for each such
dividend shall be paid in cash or in kind, as applicable, within 30 days of the applicable dividend
payment date.




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     5. Termination of Employment



          (a) Voluntary Termination other than for Disability or Retirement. Upon the Award
Recipient’s voluntary termination of employment prior to January 1, 2010 other than for Disability
or Retirement (Retirement as defined in Section 5(d)), all Performance Share Units shall be
forfeited automatically on the date of termination. Upon the Award Recipient’s voluntary
termination of employment after December 31, 2009 other than for Disability or Retirement
(Retirement as defined in Section 5(d)), all vested Performance Share Units that have not settled
in accordance with Section 4(c) prior to the date of termination shall be deferred and settled on
March 31, 2016.




          (b) Termination Other Than For Cause. Upon the Award Recipient’s termination by the
Company other than for Cause 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 Section 3(a) have been met, for all completed fiscal years during the
Performance Period prior to the Award Recipient’s termination of employment. 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 termination and settled at the times provided in Section 4(c).




          (c) Termination for Cause.





          (i) Upon the Award Recipient’s termination for Cause, as hereinafter defined, any
Performance Share Units that have not been settled in accordance with Section 4(c), shall
be forfeited automatically on the date of termination and any amounts already paid
hereunder to the Award Recipient shall be repaid to and subject to recovery by the Company.




          (ii) For all purposes of this Agreement, “Cause” shall mean the occurrence, failure to
cause the occurrence or failure to cure after the occurrence (when a cure is permitted), as
the case may be, of any of the following circumstances after the Award Recipient’s receipt
of written notification from the General Counsel which includes a detailed description of
the claimed circumstance: (i) the Award Recipient’s embezzlement, misappropriation of
corporate funds, or the Award Recipient’s material acts of dishonesty; (ii) the Award
Recipient’s commission or conviction of any felony or of any misdemeanor involving moral
turpitude, or entry of a plea of guilty or nolo contendere to any felony or misdemeanor
involving moral turpitude; (iii) the Award Recipient’s engagement, without a reasonable
belief that his action was in the best interests of the Company, in any activity that could
harm the business or reputation of the Company in a material manner; (iv) the Award
Recipient’s willful failure to adhere to the Company’s material corporate codes, policies or
procedures that have been communicated to him; (v) the Award Recipient’s material breach of
any provision of the Managing Director Agreement entered into by the Award Recipient and the
Company to the extent applicable or (vi) the Award Recipient’s violation of any statutory or
common law duty or obligation to the Company, including, without limitation, the duty of
loyalty; provided, however, that in the case of subsections (iii), (iv), (v) and (vi), the
Company shall provide the Award Recipient with the opportunity to cure any Cause event
during the 15-day period after his receipt of written notice describing the Cause event;
provided,



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however, that a Cause event shall be considered to be cured only if all adverse consequences
of the Cause event have been fully remedied.



          (d) Termination by Reason of Retirement. Upon the Award Recipient’s termination by the
Company due to Retirement 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 Section 3(a) have been met, for all completed fiscal
years during the Performance Period prior to the Award Recipient’s termination due to Retirement. 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 termination and settled at the times provided in Section
4(c). For purposes of this Agreement, “retirement” shall mean an announcement of retirement by an
Award Recipient for whom the sum of the Award Recipient’s age plus “years of service” (as
determined under the Company’s 401(k) Plan or any successor to such plan) equals or exceeds 70 as
of the date of retirement.




          (e) Termination by Reason of Death or Disability. 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 Section 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 and shall be settled within 30 days of the Committee’s determination. The
portion payable shall be based on the number of completed months (including the month in which
Death or Disability occurs) during the Performance Period prior to the date of the Award
Recipient’s Death or Disability.




          (f) Termination after December 31, 2009. Upon the Award Recipient’s termination after
December 31, 2009 for any reason other than by the Company for Cause or a voluntary termination by
the Award Recipient, all vested Performance Share Units that have not settled shall be settled in
accordance with Section 4(c).




          (g) Non-Competition and Non-Solicitation. If the Award Recipient should violate the
Non-Competition or Non-Solicitation provisions of Section 2(b) hereof within a period of two years
following the Award Recipient’s termination of employment for any reason, any amounts remaining
payable to the Award Recipient under the Award Notice and this Agreement shall be forfeited. In
addition, any amounts already paid hereunder to the Award Recipient shall be repaid to and subject
to recovery by the Company.




     6. Withholding Taxes.



          (a) In General. Unless Section 6(b) or Section 6(c) applies, the Award Recipient
shall pay to the Company, or make provision satisfactory to the Company for payment of, any
federal, state, local or foreign taxes required by law to be withheld with respect to the issuance
of shares of Common Stock in settlement of any Performance Share Units, no later than the date
required by law (the “Tax Date”). The Company shall have no obligation to deliver




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shares of Common Stock until the tax withholding obligations of the Company have been satisfied by
the Award Recipient.




          (b) Payment in Cash. The Company shall withhold from any payment under Section 4(a)
the amount of any federal, state, local or foreign taxes required by law to be withheld with
respect to the settlement of the Performance Share Units in cash.




          (c) Payment in Shares. The Award Recipient may satisfy all or any portion of the
Company’s tax withholding obligations by requesting the Company, in its sole discretion, to
withhold a number of whole shares of Common Stock otherwise deliverable to the Award Recipient in
settlement of the Performance Share Units having a Fair Market Value, as of the Tax Date, not in
excess of the amount of such tax withholding obligations determined by the applicable minimum
statutory withholding rates. Any adverse consequences to the Award Recipient resulting from the
procedure permitted under this Section 6(c), including, without limitation, tax consequences,
shall be the sole responsibility of the Award Recipient.




     7. Change in Control.



          (a) Plan Provisions. The provisions of Section 7.8(a)(i) and (ii) of the Plan shall
not apply to this Award.




          (b) 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 ordinary voting power to elect a majority of the members of the Company’s board of
directors to be elected by the holders of Common Stock and any other class which votes together
with the Common Stock as a single class or (ii) representing at least 50% of the equity value of
the Company as reasonably determined by the Company’s board of directors, the Performance Units
shall become 100% vested and nonforfeitable effective as of the date of consummation of the Change
in Control unless the acquiring or successor Person elects one of the options outlined in Section
7(c) or 7(d) and, in either case, the Award Recipient’s employment has not terminated on or prior
to the consummation date of the Change in Control.




          Notwithstanding the foregoing or any other provision of this Agreement or the Plan, in the
event of a Change in Control constituting 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 two or more unaffiliated Persons wherein the Company continues in existence after such Change
in Control and actively continues the conduct of its ongoing business, the Consolidated Business
Unit Contribution Performance Measure set forth in Section 3(a) shall not be waived, the
Performance Share Units shall remain outstanding on their original terms and the Company shall
remain responsible for the settlement of vested Performance Share Units in accordance with the
existing terms and conditions of the Performance Share Units. If the





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Performance Share Units shall remain outstanding and remain the responsibility of the Company
after the occurrence of any such Change in Control and, as a result of such Change in Control, the
Company shall cease to own, immediately following such Change in Control, total assets equal to at
least 50% of the total assets of the Company immediately prior to the transaction that resulted in
such Change in Control, the Performance Share Units shall immediately become 100% vested and
nonforfeitable effective as of the date of such change in total assets, and valued and settled
based on Company relative TSR performance as of that date. Any vested Performance Share Units
shall be settled in accordance with Section 4(a) not later than 10 business days after the
effective date of the Change in Control. Upon settlement of the Performance Share Units under this
Section 7(b), there shall be no further obligation of the Company to the Award Recipient with
respect to the Performance Share Units.




          (c) Substituted Units. Vesting and settlement of all Performance Share Units shall
not occur on the date of a Change in Control if the Acquiring Entity elects to substitute equity
awards for the right to receive shares of the Acquiring Entity of equivalent value to the then
settlement value of all Performance Share Units, based on TSR performance through the effective
date of the Change in Control (all as determined with the agreement of the Committee as
constituted immediately prior to the Change in Control), and with substituted equity awards being
on the same vesting and settlement dates specified in Section 4 hereof.




          (d) Alternative Treatment. In lieu of issuing substitute Performance Share Units as
provided in Section 7(c), the Acquiring Entity may elect to settle in cash a proportionate number
of Performance Share Units as of the effective date of the Change in Control, based on Company
relative TSR performance as of that date, and to establish a cash incentive bonus program that
provides the Award Recipient the opportunity to earn (upon terms and conditions acceptable to the
Committee as constituted immediately prior to the Change in Control) up to the value of the
remainder of the Award Recipient’s unsettled Performance Share Units, assuming achievement of a 50%
percentile TSR ranking by the Company valued at the final closing Common Stock price immediately
prior to the Change in Control. The proportionate number of Performance Share Units to be settled
shall be based on the number of completed months during the Performance Period up to the effective
date of the Change in Control.




     8. Rights as a Stockholder. The Award Recipient shall have no rights as a stockholder with
respect to any shares which may be issued in settlement of the Performance Share Units until either
(i) a certificate is issued for such shares or (ii) an appropriate entry is made in the account of
the Award Recipient evidencing that such shares are owned by the Award Recipient. No adjustment
shall be made for dividends, distributions or other rights for which the record date is prior to
the date such certificate is issued or an appropriate entry is made in the account of the Award
Recipient evidencing that such shares are owned by the Award Recipient, except as provided in
Section 7.7 of the Plan and Section 5(e) of this Agreement.



     9. No Employment Rights. The Award Recipient acknowledges that the Award Recipient’s
employment is “at will” and is for no specified term. Nothing in the Award Notice or this Agreement
shall confer upon the Award Recipient any right to continue in the employment of the Company or
interfere in any way with any right of the Company to terminate the Award Recipient’s employment at
any time.



     10. Legends. The Company may at any time place legends referencing any
restrictions, including, without limitation, applicable federal, state or foreign securities law



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restrictions, on all certificates representing shares of Common Stock issued pursuant to the Award
Notice and this Agreement. The Award Recipient shall, at the request of the Company, promptly
present to the Company any and all certificates representing shares acquired pursuant to the Award
Notice and this Agreement in the possession of the Award Recipient in order to carry out the
provisions of this Section.




     11. Nontransferability
of Performance Share Units. Neither the Award Notice, this
Agreement nor any of the Performance Share Units subject to this Agreement shall be subject in any
manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or
garnishment by creditors of the Award Recipient or the Award Recipient’s beneficiary, except
transfer by will or by the laws of descent and distribution. All rights with respect to the
Agreement shall be exercisable during the Award Recipient’s lifetime only by the Award Recipient or
the Award Recipient’s guardian or legal representative.



     12. Amendment. The Committee may amend the Award Notice or this Agreement at any time;
provided, however, that no such amendment may adversely affect the Award Recipient’s rights under
the Award Notice or this Agreement without the consent of the Award Recipient, except to the extent
such amendment is reasonably determined by the Committee, in its sole discretion, to be necessary
to comply with applicable law or to prevent a detrimental accounting impact. No amendment or
addition to the Award Notice or this Agreement shall be effective unless in writing.



     13. Waivers; Exceptions. Any provision or requirement of the Award Notice or this Agreement
may be waived and any exception to the terms of the Award Notice or this Agreement may be granted,
in each case, generally or specifically, in whole or in part, and subject to any conditions, by the
Committee or the Chief Executive Officer of the Company.



     14. Administration
of the Award Notice and this Agreement. All questions of
interpretation concerning the Award Notice or this Agreement shall be determined by the Committee.
All determinations by the Committee shall be final and binding upon all persons having an interest
in the award.



     15. Binding Effect. This Agreement and the Award Notice shall inure to the benefit of the
successors and assigns of the Company and, subject to the restrictions on transfer set forth
herein, be binding upon the Award Recipient and the Award Recipient’s heirs, executors,
administrators, guardians, legal representatives, successors and assigns.



     16. Integrated Documents. The Award Notice, this Agreement and the Plan constitute the
entire understanding and agreement of the Award Recipient and the Company with respect to the
subject matter contained herein or therein and supersedes any prior agreements, understandings,
restrictions, representations or warranties among the Award Recipient and the Company with respect
to such subject matter other than those as set forth or provided for herein or therein. To the
extent contemplated herein or therein, the provisions of the Award Notice and the Agreement shall
survive any settlement of the award and shall remain in full force and effect.



     17. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the state of Delaware, other than the conflict of laws principles thereof.



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     18. Construction. Captions and titles contained herein are for convenience only and shall not
affect the meaning or interpretation of any provision of this Agreement. Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall include the
singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires
otherwise.



     19. Section 409A Compliance. The provisions of this Agreement may be modified, with the
approval of the Committee, to the extent necessary to comply with the requirements of section 409A
of the Code and the final regulations issued thereunder, so as to avoid adverse tax consequences to
the Award Recipient.



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EXHIBIT A




Competitive Businesses

( Includes Parent Companies, Subsidiaries, and Successor Entities )





	•	 	Accenture
	 
	•	 	Answerthink
	 
	•	 	Anteon
	 
	•	 	Bain
	 
	•	 	Booz Allen
	 
	•	 	Cambridge Technology Partners (CTP)
	 
	•	 	Cap Gemini
	 
	•	 	Computer Sciences Corp (CSC)
	 
	•	 	Covansys
	 
	•	 	Deloitte Consulting
	 
	•	 	EDS
	 
	•	 	Ernst & Young
	 
	•	 	Fujitsu
	 
	•	 	Hewlett-Packard
	 
	•	 	IBM
	 
	•	 	InfoSys
	 
	•	 	KPMG LLP
	 
	•	 	Lucent Technologies
	 
	•	 	Maximus
	 
	•	 	McKinsey
	 
	•	 	Oracle
	 
	•	 	Pricewaterhouse Coopers
	 
	•	 	SAP
	 
	•	 	Satyam
	 
	•	 	Tata
	 
	•	 	Unisys
	 
	•	 	US Web
	 
	•	 	Wipro






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