Exhibit 10.1


 


THIRD
AMENDMENT TO


AMENDED AND
RESTATED EMPLOYMENT AGREEMENT


 


This Third Amendment to
Amended and Restated Employment Agreement (“Third Amendment”) is entered into as of March 7, 2006 and
effective as of the Effective Time (as defined below) by and among SOURCECORP, Inc., a Delaware
corporation (“SOURCECORP”), with
its principal office located at 3232 McKinney Avenue, Suite 1000, Dallas,
Texas 75204, SOURCECORP
Management, L. P., a Texas limited partnership and indirect wholly-owned
subsidiary of SOURCECORP (collectively, the “Company”) and Thomas C. Walker (“Employee”).


 


RECITALS


 


A.                                   Whereas, the Company and Employee have
previously entered into that certain Amended and Restated Employment Agreement
on or about May 9, 2005 and effective as of January 1, 2005, as
amended (the “Agreement”) pursuant to which Employee is employed by the
Company; and


 


B.                                     Whereas, the Company is entering into an
Agreement and Plan of Merger among CorpSource Holdings, LLC, a Delaware limited
liability company, CorpSource Merger Sub, Inc., a Delaware corporation,
and the Company (the “Merger Agreement”).


 


Therefore, in consideration
of the mutual promises, terms, covenants and conditions set forth herein and
the performance of each, it is hereby agreed as follows:


 


1.               Amendment.


 


a.               The Agreement is hereby amended and
supplemented by replacing “3.64 times the sum of Employee’s annual salary plus
maximum bonus opportunity in effect immediately prior to the Change in Control”
in Section 12(c)(i) of the Agreement with “$1,807,736”.


 


b.              The Agreement is hereby amended and
supplemented by adding the following new Section 12(c)(v) to the
Agreement:


 


“ (v) Any payment
required hereunder shall be made in accordance with Section 17 of this
Agreement.”


 


c.               The Agreement is hereby further amended and
supplemented by adding the
following new Section 18:


 


“18. Release and Indemnification. (a) As
of the Effective Time (as defined in that certain Agreement and Plan of Merger (the
‘Merger Agreement’) among
CorpSource Holdings, LLC, a Delaware limited liability company, CorpSource
Merger Sub, Inc., a Delaware corporation, and the Company), the Company
irrevocably and unconditionally releases, waives and forever discharges
Employee and his successors, heirs, legatees and legal representatives from any
and all causes of action, claims, damages, judgments and agreements arising out
of claims by the Company and its subsidiaries or their direct and indirect
stockholders (but only such stockholders from and after the Effective Time (as
defined below)) relating to the calculation of Employee’s Change in Control payment in accordance with Section 12
hereof, whether known or unknown, express or implied in contract, federal,
state or local statute, executive order, law, common law, ordinance, tort or otherwise.


 


(b) As of the Effective Time (as defined
in the Merger Agreement), Employee irrevocably and unconditionally releases,
waives and forever discharges the Company, and its subsidiaries and their direct and indirect
stockholders (but only such stockholders from and after the Effective Time (as
defined below), from any and all causes of action, claims, damages,
judgments and agreements arising out of the calculation of Employee’s


 

















 


Change in Control payment in accordance with Section 12
hereof, whether known or unknown, express or implied in contract, federal,
state or local statute, executive order, law, common law, ordinance, tort or
otherwise.


 


(c) The Company agrees to
indemnify and hold Employee and his successors, heirs, legatees and legal representatives
harmless from and against any damages, losses, liabilities, obligations, claims
of any kind, interest and expenses (including without limitation, reasonable
attorneys fees and expenses)
suffered, incurred or paid by Employee and his successors, heirs, legatees and
legal representatives in connection with or arising out of any claims by
the Company and its subsidiaries and
their direct and indirect stockholders (but only such stockholders from and
after the Effective Time (as defined below), relating to the calculation of Employee’s Change in Control
payment in accordance with Section 12 hereof.


 


(d) Employee agrees to indemnify and
hold the Company and its subsidiaries and their direct and indirect
stockholders (but only such stockholders from and after the Effective Time (as
defined below) harmless from and against any damages, losses,
liabilities, obligations, claims of any kind, interest and expenses (including
without limitation, reasonable attorneys fees and expenses) suffered, incurred
or paid by the Company and its subsidiaries
and their direct and indirect stockholders (but only such stockholders from and
after the Effective Time (as defined below), in connection with or
arising out of any claims by Employee and
his successors, heirs, legatees and legal representatives relating to the
calculation of Employee’s Change in
Control payment in accordance
with Section 12 hereof.”


 


2.               Effective Time. This Third
Amendment shall be effective as of the Effective Time (as defined in the Merger
Agreement) (the “Effective Time”).


 


3.               Termination. Notwithstanding
paragraph 2 of this Third Amendment, this Third Amendment shall be null, void
and without effect if (i) the Merger Agreement is not executed and entered
into by the parties thereto and publicly announced on or prior to 11:59 p.m.
(EST) on March 8, 2006, (ii) at the Effective Time David Delgado is
not an employee of the Company or is not an equityholder of CorpSource
Holdings, LLC in each case on substantially similar terms as described in the
Employment Agreement, dated as of March 6, 2006, between CorpSource
MergerSub, Inc. (which is expected to be merged into the Company) and
David Delgado or (iii) the Merger Agreement is terminated.


 


4.               Defined Terms. Except as otherwise expressly provided
herein, any capitalized term used in this Third Amendment that is not defined
herein will have the meaning ascribed to such term in the Agreement.


 


5.               No Other Amendment. Except as otherwise expressly provided in
this Third Amendment, all terms, conditions and provisions of the Agreement
will remain in full force and effect.


 


6.               Governing Law. This Third Amendment shall in all respects be construed according to
the laws of the State of Delaware, without regards to conflicts of laws
thereof.


 


7.               Entire Agreement. This Third Amendment, together with the Agreement, the Amendment and
the Second Amendment, set forth the entire agreement and understanding of the
parties relating to the subject matter herein. No modification of or amendment
to this Third Amendment, nor any waiver of any rights under this Third
Amendment, shall be effective unless given in a writing signed by the party to
be charged.


 


8.               Counterparts. This Third Amendment may be executed originally or by facsimile
signature, in multiple counterparts, each of which shall be deemed an original
and all of which together shall constitute one instrument.


 


[Signature Page Follows]


 


2

















 


IN WITNESS WHEREOF, the
parties have entered into this Third Amendment as of the date first written
above.


 


	
  SOURCECORP , Incorporated

  	
  SOURCECORP Management, L.P.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ed H. Bowman, Jr.

  	
   

  	
  By:

  	
  SRCP Management, Inc.

  
	
   

  	
  Name: Ed H. Bowman, Jr.

  	
   

  	
  General Partner

  
	
   

  	
  Title: President and CEO

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ed H. Bowman, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Ed H. Bowman, Jr.

  
	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
  EMPLOYEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Thomas C. Walker

  	
   

  	
   

  	
   

  
	
  Thomas C. Walker