exv10w5






Exhibit 10.5









July 1, 2008




PRIVATE & CONFIDENTIAL




Eddie R. Munson

[address]



Employment Letter and Terms and Conditions of Employment Full-Time, Salaried
Chief Financial Officer




Dear Eddie:



On behalf of BearingPoint, Inc. (the “Company”), this letter (the “Employment Letter”) confirms
our agreement regarding the terms of your position as Chief Financial Officer, based out of the
Company’s Troy, Michigan office, Your start date (the “Effective Date”) shall be effective as of
June 4, 2008.



This Employment Letter sets forth certain terms and conditions of your employment. While the
Company does not presently anticipate any required changes as to your primary work location or
reporting structure, these conditions may be modified at the Company’s discretion.



Compensation. Commencing on the Effective Date, your monthly base salary will be $75,000.00,
subject to standard withholdings and deductions. You will not participate in any additional
employee short-term or long-term incentive programs.



Duties; Reporting; Termination. You will have such duties and responsibilities as are
commensurate with your position as Chief Financial Officer. You will report directly to the
Chief Executive Officer (the “CEO”). Your employment shall be “at-will.” Your employment may be
terminated by the Company at any time and for any or no reason.



Benefits. You will be entitled to participate in all employee benefit, fringe and perquisite
plans, practices, programs policies and arrangements (other than employee short-term and
long-term Incentive programs) generally provided to executives of the Company at a level
commensurate with your position.



Personal Days/Holidays. You will be entitled to 25 annual personal days, accrued monthly, to
use for vacation, illness or other personal absences. These personal days are in addition to
eight Company-designated holidays. As a full-time employee, you will also be eligible to
participate in our Personal Benefits Program, as amended from time to time.



Business Expenses. The Company will reimburse you for the travel, entertainment and other
business expenses incurred by you in the performance of your duties in accordance with the
Company’s policies applicable to senior executives as in effect from time to time.




 









 








Eddie Munson

July 1, 2008

Page 2



Indemnification and Employee Representations. The Company will indemnify you to the fullest extent
permitted by law and the Company’s Certificate of Incorporation as in effect as of the Effective
Date (regardless of any subsequent changes to such Certificate) with respect to your activities on
behalf of the Company.



It is the policy and practice of the Company to reasonably ensure that the Company and all new
employees honor the terms of any reasonable post-employment restrictions contained in agreements
with prior employers of such new employees. Furthermore, you will never be asked to share, utilize
or disclose in any way the proprietary or confidential information of a prior employer as part of
your duties on behalf of the Company. You agree to promptly notify the Company’s Chief Legal
Officer if you find yourself in a position of possibly violating your contractual agreement(s)
with prior employers.



You will be covered under the Company’s D&O liability insurance on the same basis as other senior
level executives of the Company.



The Company’s obligation to indemnify you under this heading “Indemnification and Employee
Representations” shall survive any termination of this Employment Letter.




Miscellaneous Matters.





	1.	 	This Employment Letter can be amended only in writing signed by both you and the Company. To
the extent this Employment Letter makes reference to or modifies the terms of any other
agreements, the choice of law provision set forth in each of such other agreements shall
continue to govern the terms and conditions of such agreements as well as the interpretation
and construction thereof and any references thereto that are set forth herein. All other
terms and conditions of this Employment Letter shall be governed by and construed in
accordance with the internal, domestic laws of the Commonwealth of Virginia.
	 
	2.	 	In the event of any conflict between the provisions of this Employment Letter and the
provisions of the Managing Director Agreement the terms and provisions in this Employment
Letter shall control.
	 
	3.	 	This Employment Letter is assignable by the Company only to a successor (whether by merger,
consolidation, purchase or otherwise) to all or substantially all of the stock, assets or
business of the Company, and the Company will require any such successor, by written agreement
in form and substance reasonably satisfactory to you, to expressly assume and agree to perform
this Employment Letter in the same manner and to the same extent that the Company would be
required to perform it if no such assumption had taken place; provided, however, that no such
written agreement shall be required if the transaction results in the successor becoming
legally required to fulfill the obligations of the Company under this Employment Letter,
whether by operation of law or otherwise. Except as expressly provided herein, you may not
sell, transfer, assign, or pledge any of your rights or interests under this Employment
Letter, provided that any amounts due hereunder shall, upon your death, be paid to your estate
unless you have designated a beneficiary therefore in accordance with any applicable plan.
	 
	4.	 	For the purpose of this Employment Letter, notices and all other communications provided for
in this Employment Letter shall be in writing and shall be deemed to




 









 











Eddie Munson

July 1, 2008

Page 3





	 	 	have been duly given when delivered personally or by overnight service or delivered or
mailed by United States certified or registered mail, return receipt requested, postage
prepaid, addressed to the Company at its executive office or to you at the address on the
records of the Company (provided that all notices to the Company shall be directed to the
attention of the Chief Executive Officer) or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.
	 
	5.	 	If any provision of this Employment Letter or any portion thereof is declared invalid,
illegal, or incapable of being enforced by any court of competent jurisdiction, the remainder
of such provisions and all of the remaining provisions of this Employment Letter shall
continue in full force and effect. Failure to insist upon strict compliance with any of the
terms, covenants, or conditions of this Employment Letter shall not be deemed a waiver of
such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to
insist upon strict compliance with, any right or power hereunder at any one or more times be
deemed a waiver or relinquishment of such right or power at any other time or times. This
Employment Letter may be executed in several counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the same instrument.
	 
	6.	 	It is intended that this Employment Letter will comply with Section 409A and this Employment
Letter shall be interpreted in a manner consistent with such intent. If any provision of this
Employment Letter (or of any award of compensation, including deferred compensation or
benefits) would cause you to incur any additional tax or interest under Section 409A or any
regulations or Treasury guidance promulgated thereunder, the Company shall reform such
provision; provided that the Company agrees to maintain, to the maximum extent practicable
and without additional cost to the Company, the original intent and economic benefit you of
the applicable provision without violating the provisions of Section 409A; provided, further,
in no event shall you be required to defer the date on which you are entitled to receive any
payment or benefit hereunder for a period in excess of six months.




The items in this Employment Letter and the Managing Director Agreement (together with any
exhibits or award notices applicable thereto) and the other items referred to above represent the
Company’s and your entire agreement with respect to the terms and conditions of your employment
following the Effective Date. Any contrary representations that may have been made to you at any
time are superseded by this Employment Letter. By signing below, you agree to the terms and
conditions of employment specified in this Employment Letter and the accompanying documents.



Please carefully read this Employment Letter and the accompanying [Managing Director Agreement]
(together with any exhibits or award notices applicable thereto). Signing these documents is a
condition of your continued employment. By signing below, you agree to the terms and conditions of
employment specified in this Employment Letter and the accompanying documents.



If you agree that the foregoing terms and conditions accurately evidence our agreement concerning
your continued employment after the Effective Date, please sign and return this Employment Letter
and the Managing Director Agreement.




 









 








Eddie Munson

July 1, 2008

Page 4




*********




[Remainder of Page Intentionally Left Blank; Signature Page Follows]




 









 





Eddie Munson

July 1, 2008

Page 5



Should you have any questions, please contact Laurent Lutz, our Chief Legal Officer, at (773)
867-6893.




	 	 	 	 	 
	Very truly yours,

 	 
	/s/ F. Edwin Harbach
 	 
	F. Edwin Harbach  	 
	Chief Executive Officer

BearingPoint, Inc. 	 
	 



	 	 	 	 	 
	 	ACCEPTED:

 	 
	 	/s/ Eddie R. Munson
 	 
	 	Eddie R. Munson 	 



Exhibits:



Managing Director Agreement