Exhibit 10.5
 
  PRIVATE & CONFIDENTIAL
 
 Employment Letter and Terms and Conditions of Employment Full-Time, Salaried
Executive Vice President  Corporate Development and Managing Director
    Compensation
 Duties; Reporting; Termination.
 Annual Performance Bonus




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Equity .
   Benefits/Long- Term Incentives
 Personal Days/Holidays
 Business Expenses
 Payments Upon Termination




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Termination by the Company without Cause
 Special Termination Agreement
 Indemnification and Employee Representations
    Definitions




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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 any of the Managing Director Agreement, the Restricted Stock Unit Agreement, or
the Special Termination Agreement, the terms and provisions in this Employment Letter shall
control.3.
    
    This Letter Agreement 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 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 and
President) 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.




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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.7.
    
    In compliance with the Immigration Reform and Control Act, federal law requires employers to
verify work authorization upon hire through employee completion of an I-9 form. Your
employment or continued employment with BearingPoint is contingent upon your accurate
completion of this form during your first three days of employment. Shortly before your
Effective Date you will receive information that describes these requirements and the
documents you need to bring and present on your first day.8.
    
    In compliance with the Fair Credit Reporting Act, employment with BearingPoint is contingent
upon satisfactory completion of the companys employment screening process. This may include a
public source background inquiry and receipt of satisfactory information regarding your
employment history. You will be provided with, and be required to execute, a Disclosure and
Authorization for Release of Information Form authorizing BearingPoint to compile a background
report. If BearingPoint finds that you have made any misrepresentation or is dissatisfied
with the results of any review of your background, BearingPoint may withdraw any offer of
employment or terminate your employment without any further obligation on the part of
BearingPoint.




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




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Very truly yours,/s/ F. Edwin HarbachF. Edwin HarbachChief Executive Officer and President
BearingPoint, Inc. ACCEPTED:/s/ Eileen A. KamerickEileen Kamerick Exhibits