**Exhibit 10.25**

 

**AMENDMENT NO. 3**

**TO THE**

**BEARINGPOINT, INC. 401(k) PLAN**

 

WHEREAS, BearingPoint, Inc. (the “Corporation”) sponsors and maintains the BearingPoint, Inc. 401(k) Plan (the“Plan”); and 

 

WHEREAS, pursuant to its authorityunder Section 16.1 of the Plan, the Corporation desires to amend the Plan to make certain clarifying changes to the Plan. 

 

NOW, THEREFORE, the Plan is hereby amended as follows, effective as of the date hereof unless otherwise specified herein. 

 

1. Section 8.1(b), under “Participant Accounts and InvestmentElections,” is amended to read as follows (revisions are underlined): 

 

(b) Investment Election. Each Participant shall make an investment election that shall apply to the investment of contributions to be made on his behalf (other than employer matching contributions made in theform of shares of Company Stock, as described in Section 4.2) pursuant to Article 4 or 5 and any earnings on such contributions. Such election shall specify that such contributions be invested either (i) wholly in one of the fundsmaintained or employed by the Trustee pursuant to subsection (a) or (ii) divided among such funds in multiples established by the Committee from time to time. Separate investment elections with respect to different types of contributionsshall not be made. The Plan is intended to be an “ERISA section 404(c) plan” as described in Department of Labor Regulations section 2550.404c-1; therefore, the Committee shall follow the Participant’s investment elections, inaccordance with such Regulation. During any period in which no direction as to the investment of a Participant’s account is on file with the Committee, contributions made by him or on his behalf to the Plan shall be invested in such manner asthe Committee shall determine. 

 

To the extentnecessary to comply with federal securities laws and Company policies regarding ownership of Company Stock as in effect from time to time, the Committee shall prescribe rules limiting Participants’ rights to direct investment of their PlanAccounts in the Company Stock Fund. 

 

2. Section 8.3(b),under “Determination of Net Worth of Investment Funds,” is amended to read as follows (revisions are underlined): 

 

(b) Company Stock Fund. The value of the shares of Company Stock in the Company Stock Fund on any Valuation Date shall be closingsales price of the Company Stock as reflected on the consolidated tape of the principal exchange on which such stock is traded on such date, or, if there are no sales on such date, the closing sales price on the most recent trading day priorthereto. 

 

3. Section 11.1, “Voting Shares of CompanyStock,” is amended to read as follows (revisions are underlined): 

 

Section 11.1. Voting Shares of Company Stock. Each Participant (or Beneficiary) shall be entitled to give voting instructions, in the time and manner prescribed by the Trustee, with respect to the numberof shares of Company Stock allocated to his Account. The Trustee shall vote, in person or by proxy, such shares according to the voting instructions of Participants (or Beneficiaries) which have been timely submitted to the Trustee. To the extentpermitted by law, the Trustee shall vote 

the shares of Company Stock credited to Participants’ (or Beneficiaries’) accounts with respect to which the Trustee does not timely receive votinginstructions and shares of Company Stock that are not allocated to Participants’ (or Beneficiaries’) accounts (if any), in the same proportion by which the Trustee votes shares of Company Stock for which instructions are timely received.

 

Written notice of any meeting of shareholdersof the Company and a request for voting instructions shall be given by the Trustee, at such time and in such manner as the Trustee shall determine to each Participant (or Beneficiary) entitled to give instructions for voting shares of Company Stockat such meeting. The Committee shall establish and pay for a means by which such voting instructions can expeditiously be delivered to the Trustee. All such individual instructions shall be confidential and shall not be disclosed to any person,including any Employer. 

 

4. Sections 11.2(a) and (b), under“Tender Offers,” are amended to read as follows (revisions are underlined): 

 

Section 11.2. Tender Offers. 

 

(a) Rights of Participants. In the event a tender offer is made generally to the shareholders of the Company to transfer all or aportion of their shares of Company Stock in return for valuable consideration, including, but not limited to, offers regulated by section 14(d) of the Securities Exchange Act of 1934, as amended, the Trustee shall respond to such tender offer inrespect of shares of Company Stock held by the Trustee in the Company Stock Fund in accordance with instructions obtained from Participants (or Beneficiaries). Each Participant (or Beneficiary) shall be entitled to instruct the Trustee regarding howto respond to any such tender offer with respect to the number of shares of Company Stock then allocated to his Account determined as of the immediately preceding record date for ownership of Company Stock for stockholders entitled to tender. EachParticipant (or Beneficiary) who does not provide timely instructions to the Trustee shall be presumed to have directed the Trustee not to tender shares of Company Stock allocated to his Account. A Participant (or Beneficiary) shall not be limitedin the number of instructions to tender or withdraw from tender which he can give, but a Participant (or Beneficiary) shall not have the right to give instructions to tender or withdraw from tender after a reasonable time established by the Trusteepursuant to subsection (c) below. [            ] The Committee may direct the Trustee to make a special valuation of the Company Stock Fund in connection with such tender orexchange offer. If, for any reason, there are any shares of Company Stock held in the Company Stock Fund which are not allocated to the accounts of Participants at the applicable time, the Trustee shall respond to such tender or exchange offer withrespect to such unallocated shares by tendering or exchanging unallocated shares in the same proportion as the allocated shares held under the Company Stock Fund for which directions were received from Participants are tendered or exchanged, and bynot tendering or exchanging the balance of such unallocated shares, and the Trustee shall have no discretion in such matter. 

 

(b) Duties of the Company. Within a reasonable time after the commencement of a tender offer, the Company shall cause the Trusteeto provide to each Participant or Beneficiary, as the case may be: 

 

(i) the offer to purchase as distributed by the offeror to the shareholders of the Company, 

 

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(ii) a statement of the shares of Company Stock allocated to his Account, and

 

(iii) directions as to the means by whichinstructions with respect to the tender offer can be given. 

 

The Company shall establish and pay for a means by which instructions with respect to a tender offer can expeditiously be delivered to the Trustee. All such individual instructions shall be confidential and shall notbe disclosed to any person, including any Employer. The Company at its election may engage an agent to receive such instructions and transmit them to the Trustee. 

 

For purposes of allocating the proceeds of any sale or exchange pursuant to a tender offer, the Trusteeshall then treat as having been sold or exchanged from each of the individual accounts of Participants (and Beneficiaries) who provided timely directions to the Trustee under this Section that number of shares of Company Stock (if any) subject tosuch directions and the proceeds of such sale or exchange shall be allocated accordingly. Any proceeds from the sale or exchange of shares of Company Stock credited to Participants’ (or Beneficiaries’) Accounts shall be invested in acommingled fund maintained by the Trustee designated to hold such amounts pending investment instructions from the Participants (and Beneficiaries) or the Committee, as the case may be. 

 

IN WITNESS WHEREOF, this Amendment has been executed on behalf of the Corporation by the undersigned duly authorized officeror representative of the Corporation. 

 
    
BEARINGPOINT, INC.

Date: August 22, 2005
   By: /s/    BRIAN DAVENPORT              
Its:
 **Brian Davenport, Global Human Resources**
 

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