Exhibit 10.5
 
  PRIVATE & CONFIDENTIAL
 
 Employment Letter and Terms and Conditions of Employment Full-Time, Salaried
Chief Financial Officer
    Compensation.
 Duties; Reporting; Termination.
 Benefits.
 Personal Days/Holidays.
 Business Expenses.




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Indemnification and Employee Representations.
    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




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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.




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Very truly yours,/s/ F. Edwin HarbachF. Edwin HarbachChief Executive Officer
BearingPoint, Inc. ACCEPTED:/s/ Eddie R. MunsonEddie R. Munson Exhibits