exv10w3



 





Exhibit 10.3




NORTH AMERICA AND UNITED KINGDOM

PARTNERS’ OPERATING AGREEMENT




     THIS NORTH AMERICA AND UNITED KINGDOM PARTNERS’ OPERATING AGREEMENT (this
“Agreement”) is entered into as of the 13th day of November 2003, among
DIAMONDCLUSTER INTERNATIONAL, INC., a Delaware corporation (the “Company”) and
those individuals designated by the Company or any “Affiliate” as a Partner
affiliated with the operations in North America and the United Kingdom (“NA/UK
Operations”) said individuals and all other persons who may hereafter be
designated by the Company or any Affiliate as “Partners” pursuant to the
provisions hereof, are referred to herein collectively as the “Partners” and
individually as a “Partner.” For purposes of this Agreement, the term
“Affiliate” shall mean any affiliate, subsidiary, or parent of, or any other
entity controlling, controlled by, or under common control of, the Company.



WITNESSETH:




     WHEREAS, the parties to this Agreement entered into that certain Partners’
Operating Agreement dated as of March 22, 1994, as amended by: (i) a certain
First Amendment to Diamond Technology Partners, Inc. Partners’ Operating
Agreement dated June 24, 1994; (ii) a certain Second Amendment to Diamond
Technology Partners, Inc. Partners’ Operating Agreement dated as of November
30, 1994; and (iii) a certain Third Amendment to Diamond Technology Partners,
Inc. Partners’ Operating Agreement dated as of April 27, 1995, whereby the
parties established a set of procedures relating to the utilization of the
combined voting power of the Partners’ shares of stock of the Company,
including internal governance and compensation provisions to be realized
through the strength of said combined voting power and whereby the parties
granted a proxy to the person holding the position of Chairman of the Board and
Chief Executive Officer of the Company and provided for the selection of any
successors to such Chief Executive Officer (“CEO”); (iv) a certain fourth
amendment and restatement of the Partners’ Operating Agreement dated as of
November 16, 2001 (collectively, the “Prior Partners’ Operating Agreement”);
and



     WHEREAS, the Board of Directors of the Company, having completed a
detailed review of the Company’s system of internal corporate governance in
light of the Sarbanes-Oxley Act and the corporate governance standards being
adopted for listed companies, has concluded that the Prior Partners’ Operating
Agreement needs to be superceded by this Agreement to assure continued
independence of the Board and to more closely align with best practices for
publicly-traded companies;



     WHEREAS, the parties wish to enter into this Agreement to incorporate the
corporate governance changes recommended by the Board and to reflect a new
geographic and strategic business unit (“SBU”) structure.



     NOW, THEREFORE, for and in consideration of the foregoing premises and the
mutual covenants and agreements contained herein, and other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:



 









 





ARTICLE I




SUCCESSOR CEO



1.1. Selection of Successor.




     Upon any CEO of the Company ceasing to hold the office of CEO, his or her
successor shall be selected by the Board of Directors, upon recommendation of
the Nominating & Governance Committee of the Board. The Nominating & Governance
Committee may seek input from the CEO Nominating Commission (as constituted
pursuant to Section 1.2 below) in identifying potential CEO candidates.


1.2 Establishment of CEO Nominating Commission.




     In the event the Nominating & Governance Committee elects to seek input
from the Partners and any other partners affiliated with any other SBU of the
Company, such partners (collectively referred to herein as the “Global
Partners”), shall, as expeditiously as possible after receiving notice thereof
from such Committee, elect a five partner commission known as the CEO
Nominating Commission by means of the following procedures:




     (a) The Executive Committee (as constituted pursuant to Section 2.1
hereof) shall slate ten Global Partners as candidates for election to
the CEO Nominating Commission. Neither the current CEO nor any other
member of the Executive Committee shall be slated as a candidate for the
Commission. The five Global Partners receiving the highest number of
votes shall be deemed elected to the Commission. Once elected, the
members of the Commission shall designate a member to act as its
Chairman.




     (b) The CEO Nominating Commission shall gather input from the
remaining Global Partners as to potential candidates for a successor CEO
and shall act as a liaison between the Nominating & Governance Committee
and the Global Partners. The Commission shall consult with the Nominating
& Governance Committee upon request and provide input on the relative
strengths and weaknesses of the proposed CEO candidates.




     (c) Upon consideration of input from the CEO Nominating Commission,
if any is requested, and such other factors as it shall deem appropriate,
the Nominating & Governance Committee shall recommend a candidate as
successor CEO to the entire Board, who, upon receiving the affirmative
vote of a majority of the Board, shall become the successor CEO.


1.3. Removal of CEO.




     Notwithstanding the foregoing, the then current CEO shall be subject to
removal by the Board of Directors from said position at any time. In addition,
the Board of Directors shall consider the removal of, but shall not be
obligated to remove, the then current CEO upon the recommendation of each of
the following: (i) the Management Compensation Committee (as constituted
pursuant to Section 2.2 hereof), by a unanimous vote of its members, (ii) the



 









 







Nominating & Governance Committee, by a two-thirds (2/3) vote of its
members, and (iii) eighty percent (80%) of the Partners.



ARTICLE II




COMMITTEE STRUCTURE; ELECTION AND REMOVAL OF PARTNERS



2.1. Executive Committee




     There shall be an Executive Committee, consisting of the CEO and such
Global Partners as the CEO shall appoint from time to time (each of whom shall
be appointed for an indefinite term and who may be removed from such position
at any time by the CEO). The Executive Committee is a committee of the Global
Partners and may take any action within its authority for the Company and any
of its Affiliates.


2.2 Management Committee




     There shall be a Management Committee (“Management Committee”),
consisting of Partners appointed by the CEO (each of whom shall be appointed
for an indefinite term and who may be removed from such position at any time by
the CEO). The Management Committee is a committee of the Partners and may take
any action within its authority for the Company and any of the Affiliates as it
relates to the NA/UK Operations.


2.3 Management Compensation Committee




     There shall be a Management Compensation Committee, consisting of three
Partners, unless the CEO shall determine that a greater or lesser number is
appropriate. The members of the Committee shall be elected by the Partners to
serve staggered terms of three years each, with one member elected each year
(except for the three initial members of the committee, who shall be elected
for terms of one, two, and three years, respectively, with the Partner
receiving the most votes deemed elected to the longest term). The Management
Committee shall slate three nominees each year, and the Partner receiving the
highest number of votes shall be deemed elected to the committee (except with
respect to the initial members of the committee for whom the Management
Committee shall slate six nominees from which three shall be elected by the
Partners as indicated above). Except with respect to the selection of the
initial members of the committee, no member may serve consecutive terms.
Neither the CEO nor any Executive Committee or Management Committee member is
eligible to serve on the Committee. In the case of tie votes, death of a
Partner, the inability of a Partner to continue to serve, or a Partner’s
resignation from a committee or the Company, the CEO shall break the tie or
specify the replacement for such Partner. No Partner may serve simultaneously
on both the Management Compensation Committee and the Nominating Committee.


2.4 Nominating Committee




     There shall be a nominating committee (“Nominating Committee”), consisting
of three Partners. The members of the Committee will serve staggered terms of
three years each, with one member elected by the Partners each year (except for
the three initial members of the committee, who shall be elected for terms of
one, two, and three years, respectively, with the Partner receiving the most
votes deemed elected to the longest term). The Management Committee shall
annually



 









 







slate three candidates for the Nominating Committee from which the
Partners shall elect one candidate to replace the member whose term has expired
(except with respect to the initial members of the Committee for whom the
Management Committee shall slate six nominees from which the Partners shall
elect three as indicated above). In the event of a vacancy on the Nominating
Committee, the CEO shall specify the replacement for such Partner.


2.5 Duties of the Executive Committee




     The Executive Committee shall meet regularly as determined by the CEO.
The duties of the Executive Committee include, but are not limited to, the
following: managing the strategic direction and operations of the Company and
its Affiliates, including, but not limited to: recommending to the Board of
Directors the Company’s annual operating plan; reviewing and approving of all
budgets and forecasts for each SBU; appointing all members and the chairman of
any management committee of an SBU; slating candidates for the CEO Commission;
approving the election and removal of any Partner; and approving all
compensation proposed by any SBU.


2.6 Duties of the Management Committee




     The Management Committee shall meet regularly as determined by the CEO.
The duties of the Management Committee include, but are not limited to:
ensuring the effective and efficient operation of the NA/UK Operations
regarding such matters as growth, clients, staffing and pipeline; slating
Partners for the Management Compensation Committee and the Nominating
Committee; overseeing training and recruiting for NA/UK Operations; and
developing and recommending to the Executive Committee’s the annual operating
plan with respect to NA/UK Operations.


2.7 Duties of the Nominating Committee




     The Nominating Committee’s responsibilities are to screen thoroughly all
internal Partner candidates for the NA/UK Operations and to present those
internal candidates it deems appropriate to the Partners for a vote of
admittance in accordance with Section 2.9 (a) below. The Nominating Committee
shall work within the guidelines developed with the Management Committee and
approved by the Executive Committee regarding the need for and limitations on
the number of new Partners.


2.8 Duties of the Management Compensation Committee




     The functions of the Management Compensation Committee, and related
functions of the other committees, are set forth in Article III.


2.9 Partner Elections




     (a) An internal Partner candidate shall be admitted when he or she has the
endorsement of the Nominating Committee and the affirmative vote of (i) all the
members of the Executive Committee and the Management Committee, and (ii)
eighty percent (80%) of the Partners.



 









 





     (b) An external Partner candidate shall be admitted when he or she has
the affirmative vote of eighty percent (80%) of the Management Committee and
approval by the Executive Committee.



     (c) Once admitted in accordance with the foregoing procedures, all new
internal and external Partners shall be submitted for election by the Board of
Directors as an officer of the Company or an Affiliate employing such Partner,
as the case may be.


2.10 Removal of Partners




     Any Partner may be removed from his or her position as a Partner and have
his or her employment relationship with the Company and/or an Affiliate
terminated, at any time and without any reason or cause or the need to assert
or demonstrate any reason or cause, if such removal shall be approved by the
affirmative vote of at least a majority of the members of the Management
Compensation Committee, eighty percent (80%) of the Management Committee and
all of the members of the Executive Committee (in each case, other than such
Partner, if a member).



ARTICLE III




ANNUAL COMPENSATION PLAN



3.1. Aggregate Compensation




     The Board of Directors shall be the final arbiters of any compensation
determined in accordance with the procedures outlined herein and in Exhibit A.
During the last quarter of each fiscal year, the Executive Committee, with the
advice of the Management Committee, in conjunction with recommending an annual
operating plan to the Board of Directors, shall commence deliberations and
determine recommendations concerning the aggregate amount of bonuses (if any)
and the aggregate value of equity (if any) to be granted to all employees,
based on their performance during said fiscal year, and the aggregate amount of
base compensation to be payable to such employees for the coming fiscal year.
These recommendations shall then be submitted to the Board of Directors for
review and approval as part of the Company’s preliminary fiscal year plan.


3.2 Executive Committee and Management Committee Members’ Compensation




     During the last quarter of each fiscal year, the CEO shall prepare
recommendations concerning the individual compensation (base, bonus and equity,
if any) of the members of the Executive Committee and the Management Committee
based on their individual and the Company’s performance during said fiscal
year, for review and approval by the Board of Directors of the Company as
described in Section 3.3 below.


3.3. Board of Directors’ Approval




     The Board of Directors of the Company, after receiving the recommendations
referred to in Sections 3.1 and 3.2, shall make a final decision regarding
these amounts.



 









 




3.4 Allocations to Remaining Partners and Staff




     (a) After the Board of Directors has approved the recommendations referred
to in Sections 3.1 and 3.2, the Management Committee, with the advice of the
Management Compensation Committee, shall recommend specific allocations to the
remaining Partners and staff of the aggregate amounts of bonuses, equity and
base compensation set forth in the recommendations, and shall submit such
recommendations to the Executive Committee for its approval. After approval by
the Executive Committee, the recommendations as to the specific allocations to
the remaining Partners shall be submitted to the Board for its approval. If
the Board approves such allocations, they will be submitted to the Partners for
their approval as provided in Section 3.5.


3.5 Approval by Partners




     After the Board of Directors shall have approved the recommendations for
individual partner allocations referred to in Sections 3.2 and 3.4, such
recommendations shall be submitted to the Partners for a vote. If fewer than
seventy (70%) of the Partners shall approve the recommendations, the matter
shall be referred back to the Executive Committee (under Section 3.1 of this
Agreement) and the entire process of this Article III shall be repeated until
concluded.


3.6 Implementation




     The recommendations shall be implemented if approved by the Board of
Directors of the Company.



ARTICLE IV




PARTNERS’ COMPENSATION PROGRAM



4.1. Adoption of Program




     The Partners’ hereby adopt the compensation program (the “Program”),
substantially in the form attached as Exhibit A hereto, and shall hold all
shares of common stock of the Company subject to the terms of the Program. No
individual can become a Partner unless they agree to be bound by the terms of
this Agreement, including the Program, as if they were an original party
hereto.


4.2. Amendment




     Except as may be provided in the Program, the Program may be amended from
time to time by recommendation of the Executive Committee and the Management
Compensation Committee to the Board of Directors and by action of the Board of
Directors, subject to approval of a majority of all of the Partners. All of
the Partners agree to be bound by the terms of any amendments to the Program
approved according to the foregoing procedures.



 









 





ARTICLE V




MISCELLANEOUS



5.2 Entire Agreement




     This Agreement and Exhibits hereto constitute the entire agreement between
the Company and the Partners with respect to the subject matter hereof and
supersedes any and all other prior or contemporary oral or written
representations or agreements.



5.1. Termination



     This Agreement shall terminate upon the dissolution of the Company or at
such earlier time as only one Partner owns Common Stock.



5.2. Amendment



     This Agreement may be amended in any manner by a written instrument duly
executed by the Company and two-thirds (2/3) of the Partners.



5.3. Successors and Assigns



     All of the terms, provisions and conditions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, administrators, executors, successors and assigns.



5.4. Severability



     If any portion or provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions hereof shall
nevertheless be deemed valid, enforceable and carried into effect, unless the
effect thereof would clearly violate the manifest present intention of the
parties hereto.



5.5. Governing Law.



     This Agreement shall be subject to and governed by the laws of the State
of Illinois irrespective of the fact that any of the parties hereto may be or
become a resident of a different state.



 









 





     IN WITNESS WHEREOF, the parties have caused this Partners’ Operating
Agreement to be executed as of the date first written above.



DIAMONDCLUSTER INTERNATIONAL, INC.



By: /s/ Melvyn E. Bergstein

Title: Chairman & C.E.O.



PARTNERS: [Signatures on File]



 









 





EXHIBIT A




DiamondCluster International, Inc




Partner Compensation Program




(as amended through November 13, 2003)





	 	1.	 	Purpose. The purpose of the Company’s Partner Compensation Program (the
“Program”) is to retain and motivate the Company’s Partners (as defined
below), provide incentives directly linked to the achievement of the
Company’s financial and strategic goals, maintain equity ownership in the
Company by the Partners, and ensure the orderly and disciplined sale of
the Company’s shares by the Partners. Any changes to this Program shall
be reviewed and approved by the Board of Directors as provided in Section
9 hereof.
	 
	 	2.	 	Eligibility. Participation in the Program is limited to all individuals
who at the time of such participation have been admitted as Partners (the
“Partners”) pursuant to the procedures set forth in the Amended and
Restated Partners’ Operating Agreement, dated the date hereof (the
“Partners’ Operating Agreement”). The term “Partners” shall mean all
Partners affiliated with North America/UK operations.




3. Annual Compensation.




	 	3.1	 	Base Salary. Each Partner will receive a base salary that is
commensurate with his or her experience and contribution to the Company.
In general, the base salary levels established for the Partners will fall
within the levels set forth on Exhibit A hereto, as amended from time to
time.
	 
	 	3.2	 	Bonus. The Executive Committee (the “Executive Committee”), with advice
from the Management Committee and , subject to approval by the Board of
Directors or its compensation committee, will determine the amount of any
annual cash bonus available to be distributed to the Partners. Such bonus
will be based on a combination of the Company’s and the individual
Partner’s performance (“Bonus”).
	 
	 	3.3	 	Target Bonus. Set forth on Appendix A are the target bonuses as a
percentage of base salary and the relative percentages of Company and
individual performance upon which such bonuses will be based established
for each of the Partner levels. The Executive Committee, with the advice
of the Management Committee and subject to approval by the Board of
Directors or its compensation committee, may change the Target Bonus set
forth on Appendix A; provided, that the Partners shall be notified of the
change prior to the beginning of the fiscal year in which such change will
take effect; and provided, further, that any change that is more than ten
percentage points (10%) higher or lower than the previous Target Bonus
shall be approved by a majority of the Partners.
	 
	 	3.4	 	Bonus Pool. Subject to adjustment by the Executive Committee as described
below, the amounts allocated towards payment of the Partners’ Bonuses (the
“Bonus Pool”) will generally be funded




 









 










	 	 	 	on a quarterly basis in accordance with the achievement of the following
pre-tax and pre-bonus returns on revenue:




	 	 	 
	Pre-tax and Pre-bonus	 	 
	Return on Revenue
	 	Bonus Pool Funding

	up to 10%

	 	None
	>10% — 30%

	 	1/2 of pre-tax pre-Partner Bonus earnings
	>30%

	 	2/3 of pre-tax pre-Partner Bonus earnings








	 	 	 	The Executive Committee, with advice from the Management Committee and,
subject to approval by the Board of Directors or its compensation
committee, may adjust the funding of the formula described above based on
the Company’s financial performance in any given quarter.
	 
	 	3.5	 	Bonus Payments. Any Bonuses paid to the Partners will be based on the
actual funds available in the Bonus Pool, regardless of whether such
amount is less than the Target Bonus. A Partner who commences employment
with the Company or becomes a Partner after the start of the Company’s
fiscal year will receive a prorated Bonus, if any is paid, based on the
number of days such Partner is actually employed by Diamond during such
fiscal year. An individual must be an employee and Partner of the Company
on the last day of the fiscal year to which a Bonus relates in order to
qualify for and receive such Bonus.
	 
	 	3.6	 	Shares. Each Partner is eligible to receive an annual grant of Shares,
based on individual performance. The actual amount of base salary, Bonus
and Shares to be granted to each Partner annually will be determined in
accordance with the procedures set forth in Article III of the Partners’
Operating Agreement.





     For purposes of this Program, the term “Shares” means Restricted Stock,
Units and Options. Such Shares shall be issued under the Company’s then
current employee stock plan.



4. Equity




	 	4.1	 	Restricted Stock. The Company may issue to Partners, in accordance with
Section 5 below, restricted shares of Common Stock, $.001 par value (the
“Common Stock”), at or after the time an individual becomes a Partner
(“Restricted Stock”).
	 
	 	4.2	 	Restricted Stock Units. The Company may issue to Partners appreciation
rights that derive their value from the underlying Restricted Stock
(“Units”), but that do not possess any other attributes of such Stock such
as voting rights.
	 
	 	4.3	 	Stock Options. The Company may grant options (“Options”) to Partners
giving them the right to purchase common stock of the Company in
accordance with the terms set forth below and in any stock option
agreement delivered to them in connection with such grant.




 









 









5. Equity Issuance and Ownership.




	 	5.1	 	Partner Promotion Shares . Upon promotion to Partner, such Partner will
be granted an Option for thirty thousand shares or such other equity as
the Executive Committee shall determine is appropriate from time to time.
	 
	 	5.2	 	Issue Date. The issue date will be the effective date of an
individual’s promotion as a Partner. As set forth below in Section 5.3.1,
the vesting date (“Vesting Date”) will be based on the issue date.
	 
	 	5.3	 	Vesting.





     5.3.1 Unless otherwise specified in the notice of grant for an award, for
vesting purposes, Shares will have a Vesting Date as follows:



	 	 	 
	Issue Date
	 	Vesting Date

	April 1 — September 30
	 	April 1
	October 1 — March 31
	 	October 1








     5.3.2 Except as otherwise determined by the Executive Committee, each
grant of Shares will vest over five years, in accordance with the table set
forth below, and will expire six months from the date on which 100% of the
Shares have vested.



	 	 	 
	Period from Vesting Date
	 	Shares Vested

	1 year
	 	20%
	2 years
	 	40%
	3 years
	 	60%
	4 years
	 	80%
	5 years
	 	100%








     5.3.3 Shares acquired upon the exercise of Options will be fully vested.
Any unvested Shares will fully vest immediately upon a Partner’s Retirement,
death or disability (as defined in the Company’s then current employee stock
plan or stock option agreement). “Retirement” shall mean voluntarily ceasing
to work at or after (i) age 62, or (ii) age 50, provided that such Partner
shall have been a Partner for at least five years.




     5.3.4 Except as otherwise provided in the last sentence of this Section
5.3.4, in the event of a Change of Control, the Executive Committee may,
subject to approval by the Board of Directors or its compensation committee,
accelerate the vesting of the Shares. A “Change of Control” shall have the
meaning set forth on Appendix B. In the event a Partner is terminated within
eighteen (18) months following a Change of Control, other than a termination
for Cause



 









 






	 	 	 	 (as defined in Section 7) or one that is voluntary and unprovoked, such
Partner’s unvested Shares shall be immediately and automatically vested.
	 
	 	5.4	 	Minimum Ownership Requirements. As a general guideline, each Partner
should own throughout the period in which he or she is a Partner a minimum
number of shares of common stock of the Company having an aggregate market
value at least equal to 10% of his or her then current base salary times
the number of years such individual has been a Partner.








	 	6.	 	Partners’ Equity Sales Program.










	 	6.1	 	Objective. The objective of the Partners’ Equity Sales Program (the
“Sales Program”) is to provide an orderly and disciplined market for the
sale of Partners’ Shares. The Sales Program allows Partners to sell their
Shares quarterly in conjunction with the Company’s policy of permitting
trades only during specified periods occurring after the public release of
quarterly earnings.
	 
	 	6.2	 	Affiliates and Non-Affiliates. In order to facilitate compliance with
Rule 144 of the Securities Act of 1933, as amended (the “Act”) for
purposes of the Sales Program the Partners are classified as either
affiliates or non-affiliates within the meaning of Rule 144 of the Act.
The Board of Directors will designate from time to time those Partners who
will be classified as affiliates for these purposes. All other Partners
and former Partners shall be deemed non-affiliates for purposes of Rule
144 of the Act and the Sales Program.
	 
	 	6.3	 	Sales Limitations for Affiliates. All shares of Common stock, including
Pre-Partner Shares (as defined in Section 6.10), owned by Partners who are
classified as affiliates are subject to the Sales Program. The aggregate
amount of such shares that can be sold as part of the Sales Program shall
not exceed (i) any internal limits set by the Company, or (ii) the time
and volume limitations imposed by Rule 144(e)(1) of the Act.
	 
	 	6.4	 	Sales Limitations for Non-Affiliates. For non-affiliate partners, only
            shares of Common Stock, not including any Pre-Partner Shares or open
market purchase shares (which include Employee Stock Purchase Plan shares),
are subject to the Sales Program. Any such shares sold through
the Sales Program must either be registered with the Securities and
Exchange Commission or held for at least two years in order to qualify for
sales pursuant to Rule 144(k) of the Act. The aggregate amount of Shares
that can be sold as part of the Sales Program shall not exceed any
internal limits set by the Company.
	 
	 	6.5	 	Sales Procedure. Prior to the commencement of the Company’s quarterly
trading window, any Partner interested in selling Shares through the Sales
Program shall indicate his or her interest in writing, via e-mail, to the
Chief Financial Officer, or such other employee of the Company as may be
designated from time to time, stating the amount of Shares and the minimum
sales price for which that Partner would be interested in selling such
Shares. After public announcement of the Company’s earnings press
release, such Partner will be required to confirm, reduce, increase or
decline his or her participation in the Sales Program and indicate the
number of Shares, if any, such Partner is interested in selling. In the
event the aggregate participation level indicated by the Partners is in
excess of the internal limits established by the Company for either the
affiliates and non-affiliates as a single group or as two separate groups
(in each case, a “Group”), such Partners will participate pro rata based
on the percentage derived by dividing the number of Shares such Partner
desires to sell by the aggregate number of Shares all



 









 






	 	 	 	participating Partners in a Group desire to sell. In the event the aggregate
participation level indicated by Partners who are affiliates is in excess of
the time and volume limitations set forth in Rule 144 (e)(1) of the Act, such
Partners will participate pro rata among the affiliate group.


	 	6.6	 	Manner of Sale. All Shares sold through the Sales Program will be sold
over a period of up to six-weeks in “brokers’ transactions” in compliance
with Rule 144(f) of the Act through a broker or brokers designated by the
Company. The sales price attributed to each Share sold will be the
average price received for all Shares sold during such six-week period.
	 
	 	6.7	 	Transfer Restrictions; Gifts. No Partner shall transfer, assign, pledge
or hypothecate any of his or her Shares in any way, except that a Partner
may transfer any vested Shares (other than Options) by way of gift, will
or trust to a spouse, lineal descendant or ancestor (an “Estate
Transfer”); provided, that any Estate Transfer shall, unless otherwise
determined by the Executive Committee, be made in accordance with and
subject to the limitations of the Sales Program with the Estate Transferee
agreeing to be bound by the terms of the Sales Program.
	 
	 	6.8	 	Death or Disability of a Partner. Upon the death or permanent disability
of a Partner, such Partner’s Shares will cease to be subject to the terms
of the Sales Program.
	 
	 	6.9	 	Termination. Upon termination of a Partner’s employment for any reason,
vested Shares will continue to be subject to the terms of the Sales
Program, except that any unvested Options and Units will expire
immediately. A Partner that was required to purchase Restricted Shares
upon his or her promotion to partner will be reimbursed for all such
unvested Restricted Stock at the lower of (i) the purchase price paid for
such Restricted Stock pursuant to Section 5.1, together with interest, or
(ii) the average of the closing price of one share of Common Stock on the
NASDAQ National Market System for the ten trading days immediately
preceding such Partner’s last day of employment.
	 
	 	6.10	 	Pre-Partner and Open Market Purchase Shares. Any shares owned by a
Partner and acquired prior to such individual becoming a Partner or
through the exercise of Options received prior to such individual becoming
a Partner (“Pre-Partner Shares”) and any shares purchased by a Partner in
an open market transaction (including for these purposes shares purchased
under the Company’s Employee Stock Purchase Plan), are not, unless
otherwise specified, subject to the terms of the Sales Program.
	 
	 	6.11	 	Exemption for De Minimus Amounts held by Former Partners. Any Partner
who has ceased to be a Partner of the Company or an Affiliate for at least
three years (“Former Partner”), will no longer be subject to the Sales
Program if he or she satisfies the following de minimus holding
thresholds:




	 	 	 
	Number of years not a Partner
	 	Number of Shares Held

	3 years
	 	<50,000
	4 years
	 	<75,000
	5 years
	 	<100,000








     In addition, any Former Partner holding less than 10,000 shares shall no
longer be subject to the Sales Program.



 









 






	 	6.12	 	Rule 10b5-1 Plans. Any Partner may enter into a sales plan with his or
her broker that complies with the requirements of Rule 10b5-1(c)(1)(i)(B)
under the Securities Exchange Act of 1934, provided that such plan is
approved by the Executive Committee and establishes sales volumes in any
given quarterly period that are in accordance with and subject to the
limitations required by the Sales Program.
	 
	 	7.	 	Involuntary Termination. Upon involuntary termination of a Partner’s
employment (as hereinafter defined), in addition to the terms set forth in
Section 6.9 above, such Partner’s vesting schedule for any unvested Shares
that were issued upon election as a Partner will be accelerated by one
year as of the date of notice of termination. For purposes of the
Program, “involuntary termination” means termination for reasons other
than resignation or Cause. A Partner will be deemed to have been
terminated for Cause if terminated for: (i) gross insubordination or a
policy violation that is not cured within 15 days after such Partner’s
having received notice from the Chief Executive Officer, (ii) criminal
acts relating to the Company or its client affairs, or (iii) intentional
acts which are materially injurious to the Company, including disclosing
confidential information to an unauthorized third party.
	 
	 	8.	 	Administration. The Program shall be administered and interpreted by
the Management Committee. The Management Committee shall be responsible
for the management, operation and administration of the Program. The
Management Committee may designate persons who are Company employees to
oversee the day to day administration of the Program.
	 
	 	9.	 	Amendment. The Program may be amended from time to time by
recommendation of the Executive Committee to the Board of Directors and by
action of the Board of Directors, subject to approval of a majority of the
Partners. All of the Partners shall be bound by the terms of any
amendments to the Program approved according to the foregoing procedures.
	 
	 	10.	 	Governing Law. The Program and all awards made and actions taken
thereunder shall be governed by and construed in accordance with the
laws of the State of Delaware.
	 
	 	11.	 	No Employment Rights. Nothing contained herein shall constitute a
contract of employment or of continuing service or in any manner obligate
the Company to continue the services of any Partner, obligate any Partner
to continue in the service of the Company, or serve as a limitation of the
right of the Company to discharge any of its Partners pursuant to the
procedures set forth in the Partners’ Operating Agreement. Nothing herein
shall be construed as fixing or regulating the compensation payable to the
Partners.




 









 





ADDENDUM No 1.




     This Addendum No. 1 dated January 29, 2004, is entered into by and between
DiamondCluster International, Inc. (the “Company”) and the partners affiliated
with the Company’s strategic business unit (“SBU”) relating to the Company’s
European and Latin American operations (“EULA Operations”) whose names appear
on the signature pages hereto (the “EULA Partners”).



     The terms and conditions of the North America and United Kingdom Partners’
Operating Agreement dated November 13, 2003, including Sections 4, 5, 6 and 7
of Exhibit A thereto (the “NA/UK POA”), are hereby incorporated herein in their
entirety and made a part hereof, except as modified by the following:




	 	1.	 	The term “Management Committee” each time it appears in the NA/UK
POA shall be deemed to refer to and be substituted with the term “EULA
Management Committee.”
	 
	 	2.	 	The term “NA/UK Operations” shall be deemed to refer to and be
substituted with the term “EULA Operations.”
	 
	 	3.	 	The term “Partners” each time it appears in the NA/UK POA shall be
deemed to refer to and be substituted with the term “EULA Partners.”
	 
	 	4.	 	For purposes of this Addendum as it relates to EULA Operations, no
Management Compensation Committee or Nominating Committee will be
elected by the EULA Partners and the duties of such Committees shall be
carried out by the EULA Management Committee, and all references to
actions taken by the Management Compensation Committee and the
Nominating Committee will be deemed to be actions taken by the EULA
Management Committee.
	 
	 	5.	 	Only Section 4 (Equity), 5 (Equity Issuances) Section 6 (Partner
Equity Sales Program) and Section 7 (Involuntary Termination) of
Exhibit A to the NA/UK POA shall be applicable to and binding upon the
EULA Partners, and all other Sections of Exhibit A shall apply only to
the NA/UK Partners.
	 
	 	6.	 	The parties acknowledge that neither the NA/UK POA nor this
Addendum addresses or shall govern any existing or future employment
agreement of any EULA Partner. All terms and conditions of any
employment agreement concluded between any EULA Partner and any
Affiliate shall remain in full force and effect. Any severance
agreements that may become applicable to any EULA Partner upon his
termination shall not be effected by the NA/UK POA or this Addendum.




Except as modified by the foregoing, all terms and conditions of the NA/UK POA
and Sections 4, 5, 6 and 7 of Exhibit A thereto shall be fully enforceable
against and applicable to the EULA Operations and the EULA Partners, and any
discrepancies as to the



 









 





administration of this Addendum shall be resolved by the Executive Committee,
subject where appropriate to the Board of Directors’ review and/or approval.



     IN WITNESS WHEREOF, the parties have caused this EULA Partners’ Operating
Agreement to be executed as of the date first written above.



DIAMONDCLUSTER INTERNATIONAL, INC.



By: /s/ Melvyn E. Bergstein

Title: Chairman & C.E.O.



PARTNERS: [Signatures on File]



PARTNERS:



	 	 	 
	
 

	 	
 
	Aguirre, Raul

	 	Kuhn, Ulrich
	 
	 	 
	
 

	 	
 
	Arias Miguel, José Francisco

	 	McClayton, R. William
	 
	 	 
	
 

	 	
 
	Baigorri Insa, Francisco Javier

	 	Moitry, Jerome
	 
	 	 
	
 

	 	
 
	Bensoussan, Laurent

	 	Oliveros, Fernando
	 
	 	 
	
 

	 	
 
	Font Manté, Victor

	 	Pamias Romero, Alberto
	 
	 	 
	
 

	 	
 
	Goette, Thomas

	 	Puelinckx, Kristoff
	 
	 	 
	
 

	 	
 
	Gutstein, J. Adam

	 	Terfloth, Christian
	 
	 	 
	
 

	 	
 
	Jaspert, Till

	 	Tesch, Markus
	 
	 	 
	
 

	 	
 
	Jaugey, Etienne

	 	Theilmann, Olaf