EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

Removal of President, Chief Executive Officer and
Chairman of the Board

On March 8, 2017, the Board of Directors (the Board) of Edgewater
Technology, Inc., a Delaware corporation (the Company), voted to
remove without cause Shirley Singleton as the Companys President
and Chief Executive Officer, effective immediately. The Board
also voted to remove Ms. Singleton as Chairman of the Board. Ms.
Singleton continues to serve as a member of the Board.

The Employment Agreement, dated as of June 12, 2007, as amended,
with Ms. Singleton provides that, if Ms. Singleton is terminated
without cause, then the Company is required to pay Ms. Singleton
a lump-sum payment equal to two (2) times her annual base salary
in effect at the time of such termination plus an amount equal to
her bonus target for 2016. In no event will the bonus paid exceed
one (1) years annual base salary. The total amounts due will be
payable in two installments: (a) thirty (30) days after the date
of termination, a first payment equal to the greater of (i)
$510,000 or (ii) two (2) times Ms. Singletons annual base salary
in effect at the time of such termination; and (b) six months
after the date of such termination, a second payment equal to the
excess of (i) the amount of the severance payment, over (ii) the
amount paid under section (a) above. In addition, all unvested
options and restricted stock awards become immediately vested and
exercisable, and Ms. Singletons healthcare, life insurance and
disability coverage continue for a period of two years following
termination.

Appointment of Interim President and Interim Chief
Executive Officer; Election of Chairman of the
Board

On March 8, 2017, the Board appointed Jeffrey L. Rutherford, age
56, as Interim President and Interim Chief Executive Officer,
effective immediately. The Board also elected Mr. Rutherford as
Chairman of the Board, effective immediately. Mr. Rutherford
joined the Board on February 16, 2017.

Mr. Rutherford served as Vice President and Chief Financial
Officer at Ferro Corporation (NYSE: FOE), an international
coatings and colors manufacturing business, from April 2012 to
September 2016. From July 2008 to April 2012, Mr. Rutherford
served as Vice President and Chief Financial Officer at Park-Ohio
Holdings Corp (NASDAQ: PKOH), an international industrial supply
and diversified manufacturing business. Mr. Rutherford served as
the Vice President and Chief Financial Officer at UAP Holdings
Corp. from October 2007 to June 2008. At the time UAP Holdings
Corp. (NASDAQ: UAPH) was a publicly traded company that
distributed agricultural inputs throughout North America. In
2008, UAP Holdings Corp. was acquired by Agrium Inc. (NYSE: AGU).
Previously, Mr. Rutherford served as the President, Chief
Executive Officer and Chief Financial Officer at LESCO, Inc.
(NASDAQ: LSCO), which at the time was a publicly traded company
that distributed inputs to the professional turf industry, from
2002 to 2007. Mr. Rutherford also served on the board of
directors of LESCO, Inc., from 2006 to 2007. LESCO, Inc. was
subsequently acquired by Deere Co. (NYSE: DE) in 2007. Mr.
Rutherford served as Chief Financial Officer and Senior Executive
Vice President of OfficeMax, Inc. (formerly NYSE: OMX), a
retailer of office products and supplies, from 1997 to 2002,
after having previously served as its Senior Vice President and
Treasurer, from February to July 1997. From 1983 to 1996, Mr.
Rutherford worked at Arthur Andersen, a consulting and accounting
firm. Mr. Rutherford earned his Bachelors degree in Business
Administration and Accounting from Baldwin Wallace College.

Lead Independent Director; Committee
Matters

On March 8, 2017, the Board elected Frederick DiSanto as its Lead
Independent Director and appointed members of the Board to the
following Board Committees:

Audit Committee

Nancy Leaming, Chair

Timothy Whelan

Kurtis Wolf

Compensation Committee

Stephen Bova, Chair

Matthew Carpenter

Nancy Leaming

Governance and Nominating Committee

Timothy Whelan, Chair

Matthew Carpenter

Kurtis Wolf

Change in Executive Compensation

On March 8, 2017, the Compensation Committee of the Board of
Directors (the Committee) of Edgewater Technology, Inc. (the
Company) adopted and approved changes to the existing
compensation arrangements for the Companys named executive
officers and established an annual base salary compensation level
for Mr. Rutherford in connection with his appointment as Interim
President and Interim Chief Executive Officer.

The Committee approved an increase to the annual base salary
compensation level, effective January 1, 2017, for Robin
Ranzal-Knowles, the President of Edgewater Technology-Ranzal,
Inc. (to $425,000 from $375,000), Timothy R. Oakes, the Companys
Chief Financial Officer (to $350,000 from $325,000), and Kristin
Zaepfel, the Companys Vice President, Human Resources (to
$225,000 from $215,000). The Committee also established an annual
base salary for Mr. Rutherford of $392,500.

Item 8.01. Other Events.

On March 9, 2017, the Company issued a press release (the Press
Release) relating to the removal of Ms. Singleton as Chief
Executive Officer and the appointment of Mr. Rutherford as
Interim Chief Executive Officer. A copy of the Press Release is
filed as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

About EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW)

Edgewater Technology, Inc. is a provider of transformational classic and product-based consulting services. The Company helps the C-suite drive transformational change through its selection of business and technology services, and channel-based solutions. The classic consulting disciplines (such as business advisory, process improvement, organizational change management, mergers and acquisitions (M&A) due diligence, and domain expertise) are blended with technical services (digital transformation, technical roadmaps, data and analytics services, custom development and system integration) to help organizations leverage investments in legacy information technology (IT) assets. It offers a range of consulting services, such as classic consulting and product-based consulting. In addition, it also provides synergistic services in the area of data management and analytics, such as enterprise information management services and analytics services.

EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW) Recent Trading Information

EDGEWATER TECHNOLOGY, INC. (NASDAQ:EDGW) closed its last trading session down -0.04 at 6.97 with 106,969 shares trading hands.