8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2008

INNERWORKINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-52170 (Commission File Number)	20-5997364 (I.R.S. Employer Identification No.)
	600 West Chicago Avenue Suite 850 Chicago, Illinois (Address of principal executive offices)	60610 (Zip Code)
(312) 642-3700 (Registrant’s telephone number, including area code)
	N/A
(Former name or former address, if changed since last report)

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:

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

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

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

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

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 22, 2008, the Board of Directors (the “Board”) of InnerWorkings, Inc. (“InnerWorkings”) approved amendments (the “Amendments”) to the employment agreements for each of Eric D. Belcher, InnerWorkings’ Chief Operating Officer, and Nicholas J. Galassi, its Chief Financial Officer. Under the Amendments, Messrs. Belcher’s and Galassi’s annual base salaries were increased from $300,000 to $425,000 and from $250,000 to $335,000, respectively, effective January 1, 2008, and the term of each employment agreement was extended until January 2, 2012. The Amendments also provide that the restricted stock and stock options granted to Messrs. Belcher and Galassi on January 22, 2008 (described below) will (i) immediately vest for an additional twenty-four (24) months following a termination of the executive’s employment, either by InnerWorkings other than for cause or by the executive for good reason, and (ii) vest in their entirety upon a termination of the executive’s employment, either by InnerWorkings other than for cause or by the executive for good reason, in connection with a change in control of InnerWorkings. Mr. Belcher’s Amendment also clarifies that the accelerated vesting described in clause (i) of the preceding sentence also applies to his currently outstanding unvested options. The foregoing summary of the Amendments is qualified in its entirety by reference to the full text of the Amendments which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein. The Board also approved target bonus amounts for 2008 equal to 30% of the annual base salary for each of Messrs. Belcher and Galassi, subject to InnerWorkings’ achievement of certain performance objectives in 2008 to be approved by the Compensation Committee of the Board. On January 22, 2008, the Board also approved an increase in the annual base salary of InnerWorkings’ Chief Executive Officer, Steven E. Zuccarini, from $450,000 to $550,000 effective January 1, 2008. The Board also approved a target bonus amount for 2008 for Mr. Zuccarini equal to 50% of his base salary, subject to InnerWorkings’ achievement of certain performance objectives in 2008 to be approved by the Compensation Committee of the Board.

On January 22, 2008, the Board also approved the grant of 69,638 and 55,710 restricted shares of common stock of Innerworkings to Messrs. Belcher and Galassi, respectively. In addition, on the same date Mr. Belcher received an option to purchase 161,031 shares of common stock and Mr. Galassi received an option to purchase 128,824 shares of common stock. On January 22, 2008, the Board also approved the grant of 10,446 restricted shares of common stock to Kevin Harrell, Executive Vice President of Sales (together with the grants of restricted shares to Messrs. Belcher and Galassi, the “Restricted Stock Awards”) and the grant to Mr. Harrell of an option to purchase 24,155 shares of common stock. The Restricted Stock Awards vest in four equal annual installments beginning on January 2, 2009 (subject to the accelerated vesting described above for Messrs. Belcher and Galassi) as long as the executive remains employed by InnerWorkings. The stock options have an exercise price of $14.36 per share, vest in four equal annual installments beginning on January 2, 2009 (subject to the accelerated vesting described above for Messrs. Belcher and Galassi), have a term of ten years and are otherwise subject to the terms of the standard stock option agreement under the InnerWorkings, Inc. 2006 Stock Incentive Plan previously disclosed by InnerWorkings.  Additional terms of the Restricted Stock Awards are set forth in the form of restricted stock award agreement attached hereto as Exhibit 10.3 and incorporated by reference herein.

Item 9.01.              Financial Statements and Exhibits

 (d)         Exhibits:

Exhibit No.	Description
10.1	Amendment to Employment Agreement between Eric D. Belcher and InnerWorkings, Inc. effective as of January 1, 2008
10.2	Amendment to Employment Agreement between Nicholas J. Galassi and InnerWorkings, Inc. effective as of January 1, 2008
10.3	Form of InnerWorkings, Inc. Restricted Stock Award Agreement under InnerWorkings, Inc. 2006 Stock Incentive Plan

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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.

	INNERWORKINGS, INC.
Dated: January 28, 2008	By:	/s/ Steven E. Zuccarini
	Name:		Steven E. Zuccarini
	Title:		Chief Executive Officer

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Exhibit Index

Exhibit No.	Description
10.1	Amendment to Employment Agreement between Eric D. Belcher and InnerWorkings, Inc. effective as of January 1, 2008
10.2	Amendment to Employment Agreement between Nicholas J. Galassi and InnerWorkings, Inc. effective as of January 1, 2008
10.3	Form of InnerWorkings, Inc. Restricted Stock Award Agreement under InnerWorkings, Inc. 2006 Stock Incentive Plan

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into effective as of January 1, 2008, by and between InnerWorkings, Inc., a Delaware corporation (the “Company”), and Eric Belcher (“Belcher”).

WHEREAS, the Company and Belcher are parties to an employment agreement effective as of June 9, 2005, as amended (the “Agreement”); and

WHEREAS, the parties desire to amend certain terms of the Agreement under which Belcher shall continue to be employed by the Company; and

WHERAS, the parties desire to set forth the amended terms and conditions, with the understanding that the remaining terms and conditions of the Agreement shall continue in full force and effect, except where amended by this Amendment.

NOW THEREFORE, in accordance with Section 16 of the Agreement and in consideration of the foregoing recitals, the mutual promises and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.             The term “Executive Vice President of Operations” is hereby deleted each time it appears in the Agreement and replaced with the term “Chief Operating Officer”.

2.             The first sentence of Section 2 of the Agreement is amended to provide that the term of the Agreement shall expire on January 2, 2012, unless earlier terminated by either party, in accordance with the terms of the Agreement.

3.             Section 3 of the Agreement is hereby deleted in its entirety and replaced with the following new Section 3:

“3. Compensation.  Manager shall be compensated by the Company for his services as follows:

(a) Base Salary. During the term of this Agreement, Manager shall be paid a base salary (“Base Salary”) of $35,416.67 per month (or $425,000 on an annualized basis), subject to applicable withholding, in accordance with the Company’s normal payroll procedures. Manager’s salary shall be reviewed on an annual basis by the Company for possible increase (but not decrease) based on the Company’s operating results and financial condition, salaries paid to other Company executives, and general marketplace and other applicable considerations. Such increased Base Salary, if any, shall then constitute Manager’s “Base Salary” for purposes of this Agreement.

(b) Benefits. During the term of this Agreement, Manager shall have the right, on the same basis as other members of senior management of the Company,

to participate in and to receive benefits under any of the Company’s executive and employee benefit plans, insurance programs and/or indemnification agreements, as may be in effect from time to time, subject to any applicable waiting periods and other restrictions. In addition, Manager shall be entitled to the benefits afforded to other members of senior management under the Company’s vacation, holiday and business expense reimbursement policies.

(c) Bonuses. In addition to the Base Salary, Manager shall be eligible to receive an annual performance bonus (“Performance Bonus”) under the InnerWorkings Annual Incentive Plan (or any successor plan thereto).  The Performance Bonus shall have a target payment date within 2-1/2 months following the end of each fiscal year of the Company, but in no event shall the Performance Bonus be paid later than the end of the calendar year following the end of the fiscal year on which the Performance Bonus is based, unless such amounts have otherwise been deferred in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(d) Expenses. In addition to reimbursement for business expenses incurred by Manager in the normal and ordinary course of his employment by the Company pursuant to the Company’s standard business expense reimbursement policies and procedures, the Company shall reimburse Manager for the full amount of his insurance costs should he elect to participate in the Company’s insurance program(s). In addition, Manager shall be reimbursed $1,000/month for automobile expenses.”

4.             The following subparagraph (ii) shall be added to paragraph 5(b) of the Agreement:

“(ii) immediate vesting of the next two (2) full year’s Options as if Manager’s employment had continued for a period of twenty-four (24) months following the termination; and”

5.             The following subparagraph (iii) shall be added to paragraph 5(b) of the Agreement:

“(iii) immediate vesting of i) all restricted stock granted on or about January 22, 2008, and ii) all stock options granted on or about January 22, 2008, as if Manager’s employment had continued for a period of twenty-four (24) months following the termination.”

6.             The following clause shall be added to the end of Section 5 of the Agreement:

“In addition, if Section 409A of the Code requires that a payment hereunder may not commence for a period of six (6) months following termination of employment, then such payments shall be withheld by the Company and paid as soon as permissible, along with such other monthly payments then due and payable.”

7.             The following clause shall be added to Section 6 of the Agreement after “2004 Unit Option Plan”:

 “(except as provided immediately below)”.

8.             The following new paragraph shall be added to Section 6 of the Agreement:

“If during the three (3) months prior to the public announcement of a proposed Change in Control, or at any time following a Change in Control, the Manager’s

employment is terminated by the Company for any reason other than Cause, or terminated by the Manager for Good Reason, the Manager shall be entitled to immediate vesting of i) all restricted stock granted on or about January 22, 2008, and ii) all stock options granted on or about January 22, 2008; provided that, for purposes of this paragraph, a “Change in Control” shall have the same meaning as the term “Change in Control” set forth in the Company’s 2006 Stock Incentive Plan.”

9.             In all other respects, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment on the date set forth below.

INNERWORKINGS, INC.		MANAGER
By:	/s/ Steven E. Zuccarini	/s/ Eric Belcher
Chief Executive Officer		Eric Belcher
Date: January 22, 2008		Date: January 22, 2008

EX-10.2

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into effective as of January 1, 2008 (except with respect to item 1 below, which shall be effective as of December 31, 2007), by and between InnerWorkings, Inc., a Delaware corporation (the “Company”), and Nick Galassi (“Galassi”).

WHEREAS, the Company and Galassi are parties to an employment agreement effective as of January 1, 2005, as amended (the “Agreement”); and

WHEREAS, the parties desire to amend certain terms of the Agreement under which Galassi shall continue to be employed by the Company; and

WHERAS, the parties desire to set forth the amended terms and conditions, with the understanding that the remaining terms and conditions of the Agreement shall continue in full force and effect, except where amended by this Amendment.

NOW THEREFORE, in accordance with Section 16 of the Agreement and in consideration of the foregoing recitals, the mutual promises and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.             The first sentence of Section 2 of the Agreement is amended to provide that the term of the Agreement shall expire on January 2, 2012, unless earlier terminated by either party, in accordance with the terms of the Agreement.

2.             Section 3 of the Agreement is hereby deleted in its entirety and replaced with the following new Section 3:

“3. Compensation.  Manager shall be compensated by the Company for his services as follows:

(a) Base Salary. During the term of this Agreement, Manager shall be paid a base salary (“Base Salary”) of $27,916.67 per month (or $335,000 on an annualized basis), subject to applicable withholding, in accordance with the Company’s normal payroll procedures. Manager’s salary shall be reviewed on an annual basis by the Company for possible increase (but not decrease) based on the Company’s operating results and financial condition, salaries paid to other Company executives, and general marketplace and other applicable considerations. Such increased Base Salary, if any, shall then constitute Manager’s “Base Salary” for purposes of this Agreement.

(b) Benefits. During the term of this Agreement, Manager shall have the right, on the same basis as other members of senior management of the Company, to participate in and to receive benefits under any of the Company’s executive and employee benefit plans, insurance programs and/or indemnification agreements,

as may be in effect from time to time, subject to any applicable waiting periods and other restrictions. In addition, Manager shall be entitled to the benefits afforded to other members of senior management under the Company’s vacation, holiday and business expense reimbursement policies.

(c) Bonuses. In addition to the Base Salary, Manager shall be eligible to receive an annual performance bonus (“Performance Bonus”) under the InnerWorkings Annual Incentive Plan (or any successor plan thereto).  The Performance Bonus shall have a target payment date within 2-1/2 months following the end of each fiscal year of the Company, but in no event shall the Performance Bonus be paid later than the end of the calendar year following the end of the fiscal year on which the Performance Bonus is based, unless such amounts have otherwise been deferred in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(d) Expenses. In addition to reimbursement for business expenses incurred by Manager in the normal and ordinary course of his employment by the Company pursuant to the Company’s standard business expense reimbursement policies and procedures, the Company shall reimburse Manager for the full amount of his insurance costs should he elect to participate in the Company’s insurance program(s). In addition, Manager shall be reimbursed $800/month for automobile expenses.”

3.             The period at the end of subparagraph 5(b)(ii) of the Agreement shall be replaced with a semicolon and the following subparagraph (iii) shall be added to paragraph 5(b) of the Agreement:

“(iii) immediate vesting of i) all restricted stock granted on or about January 22, 2008, and ii) all stock options granted on or about January 22, 2008, as if Manager’s employment had continued for a period of twenty-four (24) months following the termination.”

4.             The following clause shall be added to the end of Paragraph (b) of Section 5 of the Agreement:

“In addition, if Section 409A of the Code requires that a payment hereunder may not commence for a period of six (6) months following termination of employment, then such payments shall be withheld by the Company and paid as soon as permissible, along with such other monthly payments then due and payable.”

5.             The following clause shall be added to Section 6 of the Agreement after “2004 Unit Option Plan”:

“(except as provided immediately below)”.

6.             The following new paragraph shall be added to Section 6 of the Agreement:

“If during the three (3) months prior to the public announcement of a proposed Change in Control, or at any time following a Change in Control, the Manager’s employment is terminated by the Company for any reason other than Cause, or terminated by the Manager for Good Reason, the Manager shall be entitled to

immediate vesting of i) all restricted stock granted on or about January 22, 2008, and ii) all stock options granted on or about January 22, 2008; provided that, for purposes of this paragraph, a “Change in Control” shall have the same meaning as the term “Change in Control” set forth in the Company’s 2006 Stock Incentive Plan.”

7.             In all other respects, the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment on the date set forth below.

INNERWORKINGS, INC.		MANAGER
By:	/s/ Steven E. Zuccarini	/s/ Nicholas J. Galassi
Chief Executive Officer		Nicholas J. Galassi
Date: January 22, 2008		Date: January 22, 2008

EX-10.3

Exhibit 10.3

RESTRICTED STOCK AWARD AGREEMENT

                THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), is made and entered into this          day of                                 ,              (the “Grant Date”), by and between InnerWorkings, Inc., a Delaware corporation (the “Company”), and                                                    (the “Participant”).

RECITALS:

                WHEREAS, the Company has adopted the InnerWorkings, Inc. 2006 Stock Incentive Plan (the “Plan”); and

                WHEREAS, pursuant to the Plan the Company desires to grant to the Participant shares of common stock of the Company, $0.0001 par value per share (the “Shares”), subject to certain restrictions set forth in this Agreement, effective as of the Grant Date;

                WHEREAS, the Board of Directors or Compensation Committee of the Board of Directors of the Company (the “Committee”) has duly made all determinations necessary or appropriate to the grants hereunder.

                NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

                1.             Definitions.  Any capitalized term used in this Agreement that is not defined in this Agreement will have the same meaning as that given to it in the Plan.

                2.             Grant of Restricted Stock.

                (a)           Subject to the terms and conditions of the Plan, and the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Participant, as a matter of separate agreement and not in lieu of salary or any other compensation for services,                                                  (                    ) Shares (the “Restricted Stock”).

                (b)           Until the Participant incurs a termination of Service, (i) one quarter (1/4) of the Restricted Stock will vest on the first anniversary of the Grant Date and (ii) an additional one quarter (1/4) of the Restricted Stock will vest on each subsequent anniversary of the Grant Date, until fully vested.  Upon the Participant’s termination of Service for any reason, all unvested shares of Restricted Stock shall be cancelled and forfeited.

                3.             Certificates.  Shares of Restricted Stock awarded under Section 2 will be evidenced by one or more certificates bearing a legend referring to the terms, conditions and restrictions applicable to such Restricted Stock.  The Company will retain physical possession of such certificates, and the Participant shall be required upon demand to execute and deliver one or more stock powers to the Company, endorsed in blank, relating to such shares or Restricted Stock for so long as such shares remain unvested and subject to a risk of forfeiture.  Neither unvested shares of

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Restricted Stock, nor the right to vote such shares and receive dividends thereon, may be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered; provided, however, that the Participant may grant to another person a revocable proxy to vote unvested shares of Restricted Stock at a Company stockholder meeting.

                4.             Rights.  The Participant will have full voting rights with respect to shares of Restricted Stock issued hereunder.  The Participant will be entitled to receive dividends on shares of Restricted Stock if and when dividends are payable on Shares to shareholders of record after the Grant Date (unless and until such Restricted Stock is forfeited).  In the absence of an effective election under Section 83(b) of the Code, dividends paid on unvested shares of Restricted Stock will be treated as compensation and are subject to withholding.

                5.             Delivery and Withholding.  Subject to satisfaction of any tax withholding obligation as described below, shares of Restricted Stock that are no longer subject to forfeiture will be transferred and delivered to the Participant as soon as practicable after the date on which they vest in accordance with Section 2(b).  Upon the vesting of shares of Restricted Stock, the prohibition against the sale or transfer of such shares will be lifted and such shares may be treated as any other Shares, subject to any restrictions on transfer that may be applicable under federal securities laws.  In the absence of an effective election under Section 83(b) of the Code, the payment to the Participant and transfer of such shares of Restricted Stock upon vesting will be subject to withholding by the Company of amounts sufficient to cover withholding obligations applicable to such payment and transfer.  In the event that any required tax withholding upon the settlement of such Restricted Stock exceeds the Participant’s regular compensation available to satisfy such withholding, the Participant agrees to remit to the Company, as a condition of settlement of the Restricted Stock, such additional amounts as are necessary to satisfy such required withholding.  Any withholding obligation may be settled either in cash or with Shares, including by withholding Shares that are otherwise deliverable hereunder upon vesting of Restricted Stock.

                6.             Plan.  The Participant hereby acknowledges receipt of a copy of the Plan.  Notwithstanding any other provision of this Agreement, the Restricted Stock is granted pursuant to the Plan, as in effect on the date of the Agreement, and is subject to the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that except as otherwise provided by the Plan, no amendment to either the Plan or this Agreement will deprive the Participant, without the Participant’s consent, of any shares of Restricted Stock or of the Participant’s rights under this Agreement.  The interpretation and construction by the Committee of the Plan, this Agreement, the Restricted Stock, and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan, will be final and binding upon the Participant.

                7.             No Employment Rights.  No provision of this Agreement or of the Restricted Stock will give the Participant any right to continue in the employ of the Company or any of its Affiliates, create any inference as to the length of employment of the Participant, affect the right of the Company or its Affiliates to terminate the employment of the Participant, with or without Cause, or give the Participant any right to participate in any employee welfare or benefit plan or other program (other than the Plan) of the Company or any of its Affiliates.

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                8.             Changes in Company’s Capital or Organizational Structure.  The existence of the Restricted Stock shall not affect in any way the right or authority of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of preferred Shares ahead of or affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other act or proceeding, whether of a similar character or otherwise.

                9.             Delays.  In accordance with the terms of the Plan, the Company shall have the right to suspend or delay any time period prescribed in this Agreement or in the Plan for any action if the Committee shall determine that the action may constitute a violation of any law or result in any liability under any law to the Company, an Affiliate or a shareholder in the Company until such time as the action required or permitted will not constitute a violation of law or result in liability to the Company, an Affiliate or a shareholder of the Company.

                10.          Governing Law; Construction.  This Agreement and the Restricted Stock will be governed by, and construed and enforced in accordance with, the laws of the State of Illinois without regard to conflicts of law principles.  Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the context requires.

                11.          Entire Agreement.  This Agreement, together with the Plan and any other agreements incorporated herein by reference, constitutes the entire obligation of the parties with respect to the subject matter of this Agreement and supersedes any prior written or oral expressions of intent or understanding with respect to such subject matter.

                12.          Amendment.  Any amendment to this Agreement must be in writing and signed by the Company.

                13.          Waiver; Cumulative Rights.  The failure or delay of either party to require performance by the other party of any provision of this Agreement will not affect its right to require performance of such provision unless and until such performance has been waived in writing.  Each right under this Agreement is cumulative and may be exercised in part or in whole from time to time.

                14.          Counterparts.  This Agreement may be signed in two counterparts, each of which will be an original, but both of which will constitute one and the same instrument.

                15.          Notices.  Any notices required or permitted under this Agreement must be in writing and may be delivered personally or by mail, postage prepaid, addressed to (a) the Company at InnerWorkings, Inc., 600 West Chicago Avenue, Suite 850, Chicago, IL 60610, Attention: Secretary and (b) the Participant at the Participant’s address as shown on the Company’s payroll records, or to such other address as the Participant, by notice to the Company, may designate in writing from time to time.

                16.          Headings.  The headings in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement.

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                17.          Severability.  If any provision of this Agreement is for any reason held to be invalid or unenforceable, such invalidity or unenforceability will not affect any other provision of this Agreement, and this Agreement will be construed as if such invalid or unenforceable provision were omitted.

                18.          No Strict Construction.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

                19.          Remedies.  Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement, and to exercise all other rights existing in its favor.  The Participant agrees and acknowledges that money damages will not be an adequate remedy for any breach of the provisions of this Agreement and that the Company will be entitled to specific performance and injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

                20.          Successors and Assigns.  This Agreement will inure to the benefit of and be binding upon each successor and assign of the Company.  All obligations imposed upon the Participant or a representative, and all rights granted to the Company under this Agreement, will be binding upon the Participant’s or the representative’s heirs, legal representatives and successors.

                21.          Tax Consequences.             The Participant agrees to determine and be responsible for all tax consequences to the Participant with respect to the Restricted Stock.

*                              *                              *                              *                              *

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INNERWORKINGS, INC.:	PARTICIPANT:
By:	By:
Title	Name:
Name:

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