8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2008

EDGEWATER TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-20971	71-0788538
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

20 Harvard Mill Square

Wakefield, Massachusetts 01880

Registrant’s telephone number, including area code: (781) 246-3343

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

On July 21, 2008, the Board of Directors (the “Board”) of Edgewater Technology, Inc. (“Edgewater” or the “Company”) approved, and the Company entered into, an agreement (the “Agreement”) by which the Company would be obligated to pay, in certain circumstances, six months of base salary to Timothy Oakes in the event Mr. Oakes’ employment were terminated by the Company without “cause” within one year following a “change in control” of the Company.

Under the Agreement, “cause” is defined as (1) the employee’s material breach of any provision of the Company’s Confidentiality and Non-Disclosure Agreement, (2) following notice and an opportunity to be heard on the subject, a determination that the employee has willfully failed and refused to comply with the material and reasonable directives of the Company or breached his fiduciary duties to the Company, (3) employee’s failure to meet written performance standards established by the President and Chief Executive Officer of the Company from time to time which Employee has failed to cure within ninety (90) days after receipt of written notice of nonperformance from the Company, (4) the employee’s gross negligence or willful or intentional misconduct, or (5) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony with respect to employee, or any other criminal activity which materially affects employee’s ability to perform his duties or materially harms the reputation of the Company.

Under the Agreement, “change in control” is defined to include the following events: (1) any person, other than the Company or an employee benefit plan of the Company, acquires 50% or more of the voting power of the Company’s outstanding voting securities; (2) certain specified majority changes in Board composition; or (3) stockholders of the Company approve (a) a merger, business combination or extraordinary transaction whereby Edgewater stockholders would not own at least 75% of the outstanding voting securities of the surviving or resulting corporation or (b) a corporate liquidation of the Company

ITEM 5.02(c) APPOINTMENT OF AND COMPENSATION ARRANGEMENTS OF OFFICER

In addition to approving the Agreement (described in Item 1.01 above), the Board elected Timothy Oakes to the newly appointed executive officer position of Chief Accounting Officer of the Company and established a salary of $170,000 per annum for the performance of services under such position during 2008.

Mr. Oakes, age 40, has served as the Company’s Chief Accounting Officer since July of 2008 and as the Vice President – Finance since September 2007. Mr. Oakes joined the Company as a Director of Finance in August 2004. Prior to joining Edgewater, Mr. Oakes was a Senior Director of Finance at Symmetricom, Inc. from September 2001 to August 2004. Prior to Symmetricom, Mr. Oakes held various financial management and operational reporting positions with companies in the biotechnology, manufacturing and consulting services industries. Mr. Oakes is a certified public accountant.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Agreement by and among the Company and Timothy R. Oakes dated as of July 21, 2008.

SIGNATURES:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 23, 2008

EDGEWATER TECHNOLOGY, INC.
By:	/s/ Kevin R. Rhodes
Name:	Kevin R. Rhodes
Title:	Chief Financial Officer
	(Principal Financial Officer)

EX-10.1

Exhibit 10.1

July 21, 2008

Timothy R. Oakes

5 Carolina Way

Boxford, Massachusetts 01921

Re: Severance Agreement

Dear Tim:

In order to ensure your continued service to the Edgewater Technology, Inc. (the “Company”) the Company wishes to offer you the following severance package:

1. Severance. If at any time after the date hereof, you are terminated by the Company (or its successor) without Cause, as defined below, and such termination occurs within one (1) year after the effective date of a Change in Control, as defined below, you shall be entitled to receive severance pay for a period of six (6) months at the rate of your annual base salary then in effect, payable in the same manner as your regular salary, together with six (6) months continued coverage under the Company’s medical and dental plans at the rate applicable to active employees. Such severance pay shall be in lieu of any other severance benefits to which you may be entitled under any other applicable policy or program.

2. Change in Control. A “Change in Control” shall be deemed to have occurred if: (i) any person, other than the Company or an employee benefit plan of the Company, acquires, directly or indirectly, the beneficial ownership of any voting security of the Company and immediately after such acquisition such person is, directly or indirectly, the beneficial owner of voting securities representing 50% or more of the total voting power of the then-outstanding voting securities of the Company; (ii) the individuals (A) who, as of the date of this Agreement, constitute the Board (the “Original Directors”) or (B) who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of at least two-thirds ( ²/3) of the Original Directors then still in office (such directors becoming “Additional Original Directors” immediately following their election) or (C) who are elected to the Board and whose election, or nomination for election to the Board was approved by a vote of at least two-thirds ( ²/3) of the Original Directors and Additional Original Directors then still in office (such directors also becoming “Additional Original Directors” immediately following their election), cease for any reason to constitute a majority of the members of the Board; (iii) the stockholders of the Company shall approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not sought or obtained, other than any such transaction which would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by at least 75% of the holders of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or (iv)the stockholders of the

July 21, 2008

Page 2

Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company’s assets (i.e., 50% or more of the total assets of the Company).

3. Cause. For purposes of this Agreement, “Cause” shall mean any of the following: (A) Employee’s material breach of any provision of the Employee’s Confidentiality and Non-Disclosure Agreement; (B) after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has willfully failed and refused to comply with the material and reasonable directives of the Company; (C) Employee’s failure to meet written performance standards established by the President and Chief Executive Officer of the Company from time to time which Employee has failed to cure within ninety (90) days after receipt of written notice of nonperformance from the Company ; (D) Employee’s gross negligence or willful or intentional misconduct; (E) after providing 30 days prior notice to the Employee and providing the opportunity for Employee to be heard by the Board of Directors during such time, the Board of Directors issues a final written determination that Employee has breached his fiduciary duties to the Company; or (F) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony with respect to Employee, or any other criminal activity which materially affects Employee’s ability to perform his duties or materially harms the reputation of the Company;

4. Assignment. You may not assign your rights or obligations hereunder. The rights and obligations of the Company hereunder shall inure to the benefit of and shall be binding upon its respective successors and assigns.

5. General Release and Cooperation Agreement. Notwithstanding anything to the contrary in this Agreement, the aforementioned severance benefits set forth above are subject to and conditioned upon, and will be paid only in the event of your execution and delivery to the Company and/or its successor of a release of all claims and cooperation agreement in such form as may be required by the Company or its successor. No severance benefits will be paid by the Company or its successor unless the such release and cooperation agreement has been executed and delivered by you to the Company or its successor and any revocation period thereunder has expired.

6. General Provisions.

a. This Agreement shall in no manner be considered a contract for employment with the Company nor any guaranty of employment for any specified period of time, and your employment with the Company will remain at-will and may be terminated by either the Company or you, at any time, with or without cause and with or without notice.

b. You agree to maintain this Agreement as confidential and shall not disclose the terms hereof to any other employee of the Company or to any other person, firm, or entity other than (i) the members of your immediate family or (ii) your legal counsel and tax advisers, provided all of such individuals are informed of the confidential nature of this Agreement and agree to maintain it as confidential

July 21, 2008

Page 3

c. This Agreement shall be subject to and governed by the laws of the Commonwealth of Massachusetts without regard to its choice of law principles.

d. The Company’s obligations to pay amounts hereunder are subject to all withholding obligations under applicable federal, state, and local laws.

If the foregoing is acceptable to you, please execute this correspondence in the space provided for below indicating your acceptance of and agreement with the foregoing.

Very truly yours,
EDGEWATER TECHNOLOGY, INC.
By:	/s/ Shirley Singleton
	President and Chief Executive Officer

Accepted and agreed to as

of the date written above:

/s/ Timothy R. Oakes

Timothy R. Oakes