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General Counsel and Managing DirectorDear Employment Letter - Laurent C. Lutz,

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Sectors: Services
Governing Law: Virginia , View Virginia State Laws
Effective Date: February 27, 2006
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Exhibit 10.91 February 24, 2006 PRIVATE & CONFIDENTIAL Laurent C. Lutz, Esq. Employment Letter and Terms and Conditions of Employment
Full-Time, Salaried General Counsel and Managing Director Dear Laurent:On behalf of BearingPoint, Inc. (the " Company" ), by this letter (the " Employment Letter" ), I am pleased to offer you the position of General Counsel and Managing Director of the Company in our Chicago office, effective February 27, 2006 (the " Effective Date" ). Your annualized salary will be $500,000, paid semi-monthly, subject to standard withholdings and deductions. You will also be eligible to participate in the Company' s 2000 Long-Term Incentive Plan, or any successor program (the " LTIP" ) and be eligible for future compensation adjustments, but in no event will your annualized salary be decreased below $500,000 unless the decrease is part of a general reduction applicable to executive level personnel. You will also be subject to the terms and conditions of any managing director incentive compensation plan that has been approved by the Compensation Committee of the Company' s Board of Directors. You will report directly to the Chief Executive Officer (the " CEO" ) of the Company and your performance will be reviewed by the CEO at least annually. You will have such duties and responsibilities as are commensurate with your position. Your employment shall be " at-will." Your employment may be terminated by the Company at any time and for any or no reason. Your employment may be terminated by you with three months' prior notice, as provided in your Managing Director Agreement. Equity. Effective on the first business day after the earlier of (i) the date the Company ceases for any reason to be a reporting company under the Securities Exchange Act of 1934 (the " Exchange Act" ) or (ii) the date that an effective Form S-8 is filed or is on file that covers the shares of common stock of the Company issuable under the restricted stock units to be granted to you (the " RSU Grant Date" ), you shall receive an award of the number of restricted stock units that results from dividing $1,750,000 minus the amount of Cash Award Payments (as defined below), if any, made to you prior to the RSU Grant Date by the " Fair Market Value" (as such term is defined in the Restricted Stock Unit Agreement attached hereto) of one share of the Company' s common stock on the RSU Grant Date and rounding up the result to the nearest number of whole shares (the " Restricted Stock Units" ). Subject to accelerated vesting as provided herein and subject to appropriate modification of the vesting schedule as set forth in Exhibit A based


Laurent C. Lutz, Esq.
February 24, 2006
Page 2on the Company' s payment of any Cash Award Payments described below, 60% of the Restricted Stock Units shall become vested on June 30, 2006 (the " First RSU Vesting Date" ) and the remaining 40% will vest ratably (in 10% installments) beginning on December 31, 2007 and each year thereafter, so that 100% of the Restricted Stock Units shall be vested on December 31, 2010 (each date on which a portion of the Restricted Stock Units becomes vested, a " Vesting Date" ).In the event that the Company is a reporting company under the Exchange Act and an effective Form S-8 has not been filed on or prior to the date(s) set forth below, the Company shall, in lieu of the granting, vesting and settlement of the Restricted Stock Units in accordance with the Restricted Stock Unit Agreement on the applicable date(s), make a payment to you in cash of the following amount(s) (the " Cash Award Payments" ) on the date(s) set forth opposite such amount (the " Award Payment Dates" ) to the extent that you would have been vested in the corresponding Restricted Stock Units: Cash Award Payment Award Payment Dates $525,000 July 1, 2006 $525,000 June 30, 2007 $175,000 December 31, 2007 and on each December
31 st until and including December 31, 2010 On the RSU Grant Date, you will receive a Restricted Stock Unit Agreement substantially in the form attached hereto that details the various terms of the grant of the Restricted Stock Units, including terms and conditions related to the settlement of the Restricted Stock Units, and requires your signature of acceptance; provided, the vesting and settlement provisions of the Restricted Stock Unit Agreement in the form attached hereto shall be modified to the extent necessary to reflect any Cash Award Payments made prior to the RSU Grant Date, in a manner consistent with Exhibit A. All unvested Restricted Stock Units (and, if Restricted Stock Units have not been granted, the Cash Award Payments) will immediately vest upon the occurrence of a Change in Control of the Company, as such term is defined in the LTIP on the date hereof, provided that, except as set forth in Section 3(h) of your Special Termination Agreement with the Company dated February 24, 2006 (the " Special Termination Agreement" ), you are employed on the date that the Change in Control occurs; provided however, in the event that the Company has not granted Restricted Stock Units to you in accordance with the terms hereof by the date of such Change in Control of the Company, and if such Change in Control is also an event described in Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended, you shall receive the following: (i) 75% of the difference between $1,750,000 and the amount of Cash Award Payments made to you prior to the Change in Control of the Company, which shall be in the form of cash and securities in the same proportion as the restricted stock units of Company' s Chief Executive Officer settle in connection with such Change in Control and (ii) 25% of the


Laurent C. Lutz, Esq.
February 24, 2006
Page 3difference between $1,750,000 and the amount of Cash Award Payments made to you prior to the Change in Control of the Company, which shall be paid to you in cash.On a termination of your employment by the Company without Cause or by you for Good Reason, the portion of the Restricted Stock Units scheduled to vest on the next Vesting Date following your termination shall vest on the date of your termination; provided, however, in the event the Company has not granted Restricted Stock Units to you in accordance with the terms hereof by the date of any such termination, the Company shall pay you the Cash Award Payment scheduled to be paid to you on the next Award Payment Date (or, in the case of any such termination prior to July 1, 2007, the next two Award Payment Dates) following the date of your termination.You are also eligible to receive additional annual grants of stock options, and/or other equity awards on at least the same basis as other executives of the Company. Forfeiture of Cash Award Payments. a. If you receive any Cash Award Payments and you: i. breach any covenant concerning confidentiality or intellectual property or concerning noncompetition or nonsolicitation of clients, prospective clients or personnel of the Company and its Affiliates to which you are or may become a party in the future; ii. fail (A) to complete on a timely basis all current and future training relating to the Company' s policies and procedures, including financial reporting and timekeeping training, as communicated in writing to you, (B) to consistently follow all Company policies and procedures and to " Confirm" (as defined in Section 4(d) of the Restricted Stock Unit Agreement) that the employees you supervise are following such Company policies and procedures; provided that the foregoing provision shall apply only after you have completed an initial detailed audit of the Company' s Legal Department, the scope of which audit shall be reasonably satisfactory to the Company' s Board of Directors (or a Committee thereof), or (C) to participate in the Company' s variable compensation program; or iii. are terminated for " Cause;" then, in addition to and without in any way limiting any remedies under any of the covenants described above under this heading " Forfeiture of Cash Award Payments" or otherwise: (A) any unvested Cash Award Payments (i.e. Cash Award Payments for which the Award Payment Date has not elapsed) shall be forfeited automatically on the date you commit such breach as is specified in clause (i) above, you fail to act as specified in clause (ii) above or you are terminated for " Cause;" and


Laurent C. Lutz, Esq.
February 24, 2006
Page 4 (B) in the event of a breach described in subsection (a)(i) under this heading " Forfeiture of Cash Award Payments" , you shall pay the Company, within five business days of your receipt of a written demand therefor, an amount in cash equal to the aggregate of all Cash Award Payments you received prior to the date of your breach of such covenant; and (C) in the event of a breach described in subsection (a)(ii) of this heading " Forfeiture of Cash Award Payments" or if you are terminated for Cause other than for a breach referenced in subsection (a)(i) of this heading " Forfeiture of Cash Award Payments" , you shall pay the Company, within five business days of your receipt of a written demand therefor, an amount in cash equal to 50% of the aggregate of all Cash Award Payments you received prior to the date of the breach described in subsection (a)(ii) under this heading " Forfeiture of Cash Award Payments" or the date you are terminated for Cause other than for a breach referenced in subsection (a)(i) of this heading " Forfeiture of Cash Award Payments" ; and (D) you shall pay to the Company any direct damages in excess of the amounts paid to the Company under clauses (B) or (C) above or under Section 4(a)(B) or (C) of the Restricted Stock Unit Agreement, if applicable. b. You agree that by executing this Agreement, you authorize the Company and its Affiliates to deduct any amount or amounts owed by you pursuant to this heading " Forfeiture of Cash Award Payments" from any amounts payable by the Company or any Affiliate to you, including, without limitation, any amount payable to you as salary, wages, vacation pay or bonus. This right of setoff shall not be an exclusive remedy, and the Company' s or an Affiliate' s election not to exercise this right of setoff with respect to any amount payable to you shall not constitute a waiver of this right of setoff with respect to any other amount payable to you or any other remedy. Annual Bonus. You will be eligible to receive an annual bonus with a target amount equal to 100% of your annual base salary (prorated for 2006) (the " Target Bonus" ) upon achievement of reasonable pre-established performance goals. Subject to the sections below titled " Severance" and " Termination by the Company without Cause or by you with Good Reason," your annual bonus may be paid in cash or any other form in which (and at such time as) annual bonuses are paid to the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer and the Principal Accounting Officer, which shall be no later than the end of the calendar year following the year in respect of which such bonus is payable. Any such payment shall be subject to standard withholdings and deductions. Sign-On Bonus. On the Effective Date of your employment, the Company will make a cash lump sum payment in the amount of Nine Hundred Thousand Dollars ($900,000), less standard withholdings and deductions (the " Sign-On Bonus" ) to you by wire transfer
of immediately available funds to the account designated by you in writing. The Sign-On Bonus shall be repaid to the Company within 30 days following termination of your employment by the Company for Cause or by you for any reason (other than (i) by you with Good Reason, (ii) by you under Section 3(a) of the Special Termination Agreement,


Laurent C. Lutz, Esq.
February 24, 2006
Page 5(iii) upon your Disability (as defined in Restricted Stock Unit Agreement) or (iv) upon your death) prior to the first anniversary of the Effective Date. Retention Bonus. Provided that you remain employed on the payment dates specified below, you will receive a cash lump sum payment in the amount of $375,000 on the first anniversary of the Effective Date and a cash lump sum payment in the amount of $375,000 on the second anniversary of the Effective Date (together, the " Retention Bonus" ). Notwithstanding the foregoing, all or any portion of the Retention Bonus remaining unpaid will be paid to you within 5 days of any management-approved Change in Control that occurs while you are still employed. Benefits/Long-Term Incentives. You will be entitled to participate in all employee benefit (including long-term incentives), fringe and perquisite plans, practices, programs policies and arrangements generally provided to executives of the Company at a level commensurate with your position. Personal Days/Holidays. You will be entitled to 25 annual personal days, accrued monthly, to use for vacation, illness or other personal absences. These personal days are in addition to eight Company-designated holidays. As a full-time employee, you will also be eligible to participate in our Personal Benefits Program. Business Expenses. The Company will reimburse you for the travel, entertainment and other business expenses incurred by you in the performance of your duties in accordance with the Company' s policies applicable to senior executives as in effect from time to time. Severance. Upon termination of your employment, the Company will pay you: (i) any earned but unpaid base salary through the date of termination and any earned but
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