1 EXHIBIT 4.2 FIRST AMENDMENT TO RIGHTS AGREEMENT First Amendment, dated as of February 9, 2000 (this "Amendment"), to Rights Agreement, dated as of October 29, 1998 (the "Rights Agreement"), between Technology Solutions Company, a Delaware...Rights Agreement • February 9th, 2000 • Technology Solutions Company • Services-computer integrated systems design • Delaware
EXHIBIT 4.3 First Amendment to Rights Agreement First Amendment, dated as of February 9, 2000 (this "Amendment"), to Rights Agreement, dated as of October 29, 1998 (the "Rights Agreement"), between Technology Solutions Company, a Delaware corporation...Rights Agreement • March 23rd, 2000 • Technology Solutions Company • Services-computer integrated systems design • Delaware
EXHIBIT 2.1 ----------- REORGANIZATION AGREEMENT Dated as of February 15, 2000 by and between TECHNOLOGY SOLUTIONS COMPANYReorganization Agreement • March 23rd, 2000 • Technology Solutions Company • Services-computer integrated systems design • Illinois
EXHIBIT 10.13 EMPLOYMENT AGREEMENT Technology Solutions Company, a Delaware corporation doing business as TSC, and James S. Carluccio ("Employee") enter into this Employment Agreement ("Agreement") as of March 27, 1998. In consideration of the...Employment Agreement • August 28th, 1998 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Exhibit 10.1 EMPLOYMENT AGREEMENT Technology Solutions Company, doing business as TSC, and Timothy P. Dimond ("Employee") enter into this Employment Agreement ("Agreement") as of April 28, 1999. In consideration of the agreements and covenants...Employment Agreement • August 16th, 1999 • Technology Solutions Company • Services-computer integrated systems design • Illinois
EXHIBIT 10.18 ------------- SHARED SERVICES AGREEMENT by and between TECHNOLOGY SOLUTIONS COMPANYShared Services Agreement • March 23rd, 2000 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Rights Agent Rights AgreementRights Agreement • October 29th, 1998 • Technology Solutions Company • Services-computer integrated systems design • Delaware
EXHIBIT 10.12 PART-TIME EMPLOYMENT AGREEMENT This Part-Time Employment Agreement (the "Agreement") is entered into as of June 15, 1998 between Technology Solutions Company, a Delaware Corporation (the "Company" or "TSC") and Michael J. McLaughlin (the...Part-Time Employment Agreement • August 28th, 1998 • Technology Solutions Company • Services-computer integrated systems design • Illinois
AGREEMENT AND PLAN OF MERGER among TECHNOLOGY SOLUTIONS COMPANY, Z ACQUISITION CORP. and ZAMBA CORPORATION dated as of August 6, 2004Merger Agreement • August 9th, 2004 • Technology Solutions Company • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 6, 2004 (this “Agreement”), among Technology Solutions Company, a Delaware corporation (“Parent”), Z Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Sub”), and Zamba Corporation, a Delaware corporation (the “Company”) (Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”).
EMPLOYMENT AGREEMENT Technology Solutions Company, a Delaware corporation doing business as TSC, and Laurence Birch ("Employee") enter into this Employment Agreement ("Agreement") as of November 20, 2000. In consideration of the agreements and...Employment Agreement • March 22nd, 2001 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Exhibit 4.2 Technology Solutions Company Non-Statutory Stock Option Agreement Technology Solutions Company, a Delaware corporation (the "Company"), hereby grants to the employee whose name appears below (the "Employee"), pursuant to the provisions of...Non-Statutory Stock Option Agreement • August 16th, 1999 • Technology Solutions Company • Services-computer integrated systems design • Delaware
Pro-Forma Financial Statements :Asset Purchase Agreement • May 9th, 2008 • Technology Solutions Company • Services-computer integrated systems design
On May 5, 2008, with an effective date of April 30, 2008, Technology Solutions Company (the “Company”) and EnteGreat Solutions, LLC (“EnteGreat”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to sell and EnteGreat agreed to acquire substantially all of the assets and assume certain liabilities of the Company’s SAP practice (the “Practice”) together with certain other assets, liabilities, properties and rights of the Company relating to its SAP services business.
EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2005 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Technology Solutions Company, a Delaware corporation doing business as TSC, and Sandor Grosz (“Employee”) enter into this Employment Agreement (“Agreement”) as of July 18, 2005.
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2005 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Technology Solutions Company, a Delaware corporation doing business as TSC, and Sandor Grosz (“Employee”) enter into this Employment Agreement (“Agreement”) as of August 1, 2003.
Second Amendment to Rights AgreementRights Agreement • April 29th, 2002 • Technology Solutions Company • Services-computer integrated systems design • Delaware
Second Amendment, dated as of April 25, 2002 (this "Amendment"), to Rights Agreement, dated as of October 29, 1998, as amended as of February 9, 2000 (the "Rights Agreement"), between Technology Solutions Company, a Delaware corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company (successor to ChaseMellon Shareholder Services, L.L.C.), as Rights Agent (the "Rights Agent").
EXHIBIT 10.15 EMPLOYMENT AGREEMENT AMENDMENT Technology Solutions Company ("TSC") and Paul R. Peterson ("Employee") enter into this amendment to his Employment Agreement as of October 1, 1999. WHEREAS, on November 22, 1994 Employee entered into an...Employment Agreement • March 23rd, 2000 • Technology Solutions Company • Services-computer integrated systems design
Technology Solutions Company ("TSC") and Paul R. Peterson ("Employee") enter into this amendment to his Employment Agreement as of October 1, 1999.
TECHNOLOGY SOLUTIONS COMPANY 1996 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 15th, 2006 • Technology Solutions Company • Services-computer integrated systems design • Delaware
Technology Solutions Company (the “Company”) hereby grants to (the “Holder”) as of , 2006 (the “Grant Date”), pursuant to the provisions of the Company’s 1996 Stock Incentive Plan, as amended (the “Plan”), a restricted stock unit award (the “Award”) with respect to shares of the Company’s Common Stock, $0.01 par value (“Stock”), upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2004 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Technology Solutions Company, a Delaware corporation doing business as TSC, and Ard Geller (“Employee”) enter into this Employment Agreement (“Agreement”) as of September 23, 1999.
AGREEMENT Technology Solutions Company, a Delaware corporation doing business as TSC, and Jack N. Hayden ("Hayden") enter into this agreement ("Agreement") as of February 26, 1999.Employment Agreement • May 4th, 1999 • Technology Solutions Company • Services-computer integrated systems design
EXHIBIT 10.12 SEPARATION AGREEMENT AND LIMITED MUTUAL RELEASE FROM EMPLOYMENT AGREEMENT This Separation Agreement and Limited Mutual Release from Employment Agreement (the "Separation Agreement") is entered into this ___ day of November, 1999 by and...Separation Agreement • March 23rd, 2000 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Technology Solutions Company Non-Statutory Stock Option AgreementStock Option Agreement • May 11th, 2005 • Technology Solutions Company • Services-computer integrated systems design • Delaware
This Agreement is subject to the provisions of the Plan, and shall be interpreted in accordance therewith. A copy of the Plan is available upon request by contacting the Company’s Legal Department in the Chicago office. The Employee hereby acknowledges that he or she has read a copy of the Plan and the Prospectus. This Agreement may be executed in two counterparts each of which shall constitute one and the same instrument.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 9th, 2008 • Technology Solutions Company • Services-computer integrated systems design • Delaware
This Transition Services Agreement (“Agreement”) is entered into effective as of April 30, 2008 between, Technology Solutions Company, a Delaware corporation (“TSC”) and EnteGreat Solutions, LLC, a Delaware limited liability company (“EnteGreat”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2007 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Technology Solutions Company, a Delaware corporation doing business as TSC, and Milton Silva-Craig (“Employee”) enter into this Employment Agreement (“Agreement”) as of December 4, 2006.
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2004 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Technology Solutions Company, a Delaware corporation doing business as TSC, and Stephen B. Oresman (“Employee”) enter into this Employment Agreement (“Agreement”) as of May 6, 2004.
TRANSITION AGREEMENTTransition Agreement • March 24th, 2005 • Technology Solutions Company • Services-computer integrated systems design
Technology Solutions Company, a Delaware corporation, (“TSC”), and Timothy P. Dimond (“Employee”) enter into this Transition Agreement (the “Agreement”) effective as of September 30, 2004.
EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2002 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Technology Solutions Company, a Delaware corporation doing business as TSC, and Timothy P. Dimond ("Employee") enter into this Employment Agreement ("Agreement") as of January 21, 2002.
Technology Solutions Company Non-Statutory Inducement Stock Option AgreementInducement Stock Option Agreement • November 14th, 2006 • Technology Solutions Company • Services-computer integrated systems design • Delaware
Technology Solutions Company, a Delaware corporation (the “Company”), hereby grants to the employee whose name appears below (the “Employee”), an option to purchase from the Company (the “Option”) such number of shares of its Common Stock, $0.01 par value (“Stock”), as set forth below, at the price per share set forth below, and subject to the other terms and conditions set forth herein and in Annex I hereto (“Annex I”). The Option is not granted pursuant to the Technology Solutions Company 1996 Stock Incentive Plan (as amended, the “Plan”) however, except to the extent otherwise set forth herein or in Annex I, the terms and conditions of the Plan applicable to stock options are incorporated herein by reference and shall apply as though the Option was granted pursuant to the Plan. All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings assigned to them in Annex I or the Plan. The Option shall become null and void unless the Emplo
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 16th, 2006 • Technology Solutions Company • Services-computer integrated systems design • Illinois
ASSET PURCHASE AGREEMENT, dated as of March 15, 2006 (the “Agreement”), between Technology Solutions Company, a Delaware corporation (“Purchaser”), and Charter Consulting, Inc., an Illinois corporation (“Seller”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 11th, 2004 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Technology Solutions Company, a Delaware corporation doing business as TSC, and Michael R. Gorsage (“Employee”) enter into this Employment Agreement (“Agreement”) as of May 6, 2004.
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2003 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Technology Solutions Company, a Delaware corporation doing business as TSC, and Stephen B. Oresman (“Employee”) enter into this Employment Agreement (“Agreement”) as of June 23, 2003.
SEPARATION AGREEMENTSeparation Agreement • December 9th, 2005 • Technology Solutions Company • Services-computer integrated systems design • Illinois
This Separation Agreement (this “Agreement”) is entered into as of December 5, 2005 between Technology Solutions Company, a Delaware corporation (the “Company”), and Michael R. Gorsage (the “Executive”).
Technology Solutions Company Non-Statutory Stock Option AgreementStock Option Agreement • May 11th, 2005 • Technology Solutions Company • Services-computer integrated systems design • Delaware
This Agreement is subject to the provisions of the Plan, and shall be interpreted in accordance therewith. A copy of the Plan is available upon request by contacting the Company’s Legal Department in the Chicago office. The Director hereby acknowledges that he or she has read a copy of the Plan and the Prospectus. This Agreement may be executed in two counterparts each of which shall constitute one and the same instrument.
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2006 • Technology Solutions Company • Services-computer integrated systems design • Illinois
Technology Solutions Company, a Delaware corporation doing business as TSC, and David Benjamin (“Employee”) enter into this Employment Agreement (“Agreement”) on March 15, 2006. This Agreement shall be effective on April 1, 2006.
EXHIBIT 10.12 SEPARATION AGREEMENT This Separation Agreement (the "Agreement") is entered into this ___ day of January, 1999 by and between James S. Carluccio ("Carluccio"), an individual residing at 70 Wearimus, Ho-Ho-Kus, New Jersey 07423, and...Separation Agreement • March 31st, 1999 • Technology Solutions Company • Services-computer integrated systems design • Illinois
RETIREMENT AGREEMENTRetirement Agreement • August 12th, 2003 • Technology Solutions Company • Services-computer integrated systems design • Illinois
This Retirement Agreement (this “Agreement”) is entered into as of June 25, 2003 between Technology Solutions Company, a Delaware corporation (the “Company”), and William H. Waltrip (the “Executive”).
