FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT



THIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT IS made effective the 10th day of March, 2017 and amends that certain Employment Agreement dated May 26, 1998 between The Hackett Group, Inc. (formerly known as Answerthink, Inc., and formerly known as AnswerThink Consulting Group, Inc.) (the “Company”) and Ted A. Fernandez (the “Executive”).

Whereas the Executive and the Company previously entered into the Employment Agreement;

Whereas the Employment Agreement was amended by that certain Amendment to Employment Agreement dated November 10, 2004 (the “First Amendment”);

Whereas the Employment Agreement was amended by that certain Amendment to Employment Agreement dated June 10, 2005 (the “Second Amendment”);

Whereas the Employment Agreement was amended by that certain Amendment to Employment Agreement dated December 30, 2008 (the “Third Amendment”); and

Whereas the Compensation Committee of the Board of Directors of the Company and the Executive believe it is in the best interests of the Company to amend the Employment Agreement to clarify certain terms stated therein.

Now therefore, in consideration of the continuing mutual covenants and agreements set forth herein and in the Employment Agreement as amended by the First, Second and Third Amendments and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:



“Good Reason” means: (i) a material diminution in the Executive’s Base Salary or other compensation opportunities; (ii) a material change in the geographic location at which the Executive must perform services (a change in principal office location will be considered material only if it increases the Executive’s current one-way commute by more than fifty (50) miles); (iii) a failure of any successors to the Company after a Change of Control to perform or cause the Company to perform the obligations of the Company under this Agreement; (iv) any action or inaction of the Company that constitutes a material breach of the terms of this Agreement; (v) any material adverse change in the Executive’s status, titles, duties, authorities or responsibilities; or (vi) a requirement that that the Executive report to a corporate officer or employee of the Company instead of reporting directly and exclusively to the Board of a standalone company consistent with his current duties and structure.



In the event the Executive’s employment with the Company is terminated by the Company without Cause (other than on account of the Executive’s death or Disability) or the Executive resigns for Good Reason, in either case within twelve (12) months following a  Change of Control, (i) the Executive’s rights with respect to stock options, shares of restricted stock and restricted stock units previously granted by the Company shall be fully vested and nonforfeitable (and shares of stock shall be delivered to the Executive in satisfaction of restricted stock units); (ii) all deferred and incentive

compensation or bonus amount awarded by the Company to the Executive and other contingent or deferred compensation awards or grants made by the Company to the Executive, or otherwise made in connection with the Executive’s employment hereunder, shall become fully vested and nonforfeitable; and (iii) the Company shall pay the Executive an amount equal to two hundred percent (200%) of the Executive’s average total compensation for the three (3) full fiscal years immediately preceding the Change of Control (the “Transaction Bonus”); provided, however, that if the Transaction Bonus is based in any part on the Executive’s compensation for fiscal years 2014 and/or 2015, the equity-based bonus amount included in the Executive’s total compensation for such fiscal years shall be multiplied by a factor of two (2) for purposes of determining amount of the Transaction Bonus.  The Transaction Bonus shall be payable in a lump sum on the Company’s next regular salary payment date on which the Change of Control occurs.   





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IN WITNESS WHEREOF, the parties have executed this Agreement on March 10, 2017.