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EXHIBIT 10.25
November 29, 2000
KPMG Consulting, Inc.
0000 Xxxxxxxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxx
Chief Executive Officer
Ladies and Gentlemen:
We refer to the Preferred Stock Purchase Agreement dated as of
September 15, 2000 (the "Purchase Agreement") by and among KPMG LLP, a
registered Delaware limited liability partnership ("LLP"), and the other parties
thereto, and to the Certificate of Designation (the "Certificate of
Designation") of the Series A Mandatorily Redeemable Convertible Preferred
Stock, par value $0.01 per share, of KPMG Consulting, Inc., a Delaware
corporation ("KCI") (the "Series A Preferred Stock"). Capitalized terms used but
not defined herein shall have the meaning ascribed to them in the Certificate of
Designation.
LLP hereby agrees that, in the event of a Qualified IPO and
notwithstanding anything to the contrary contained in the Purchase Agreement or
the Certificate of Designation (including Section 6 thereof) or any other rights
under the Series A Preferred Stock, LLP will accept upon conversion of each
share of Series A Preferred Stock purchased by LLP under the Purchase Agreement
and held by LLP, immediately prior to the consummation of such Qualified IPO,
that number of fully paid and nonassessable shares of Common Stock equal to the
Original Issue Price divided by a price equal to the Qualified IPO Price,
without any discount to the Qualified IPO Price. This letter agreement shall
terminate if the pricing of the Qualified IPO has not occurred by midnight on
February 12, 2001.
Upon receipt by LLP of the shares of Common Stock as determined in
the foregoing paragraph, KCI will have satisfied in full its obligations set
forth in Section 6.a. of the Certificate of Designation with respect to the
conversion of the Series A Preferred Stock held by LLP.
Very truly yours,
KPMG LLP
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Deputy Chairman
Agreed and Acknowledged:
KPMG CONSULTING, INC.
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: CAO
