EXHIBIT 10.10
EMPLOYMENT AGREEMENT
Technology Solutions Company, doing business as TSC, and Xxxxxx "Tork"
Xxxxxxx ("Employee") enter into this Employment Agreement ("Agreement") as of
November 22, 1994.
In consideration of the agreements and covenants contained in the
Agreement, TSC and Employee agree as follows:
1. EMPLOYMENT DUTIES: TSC shall employ Employee as Vice President and
Chief Financial Officer. Employee shall have such responsibilities, duties
and authority as the Chairman of the Board, Chief Executive Officer, and
President may reasonably designate. TSC's Board of Directors, Chairman of the
Board, Chief Executive Officer, or President may from time to time expand or
contract such duties and responsibilities and may enhance but not diminish
Employee's title or position. Employee shall perform faithfully the duties
assigned to him to the best of his ability and shall devote his full and
undivided business time and attention to the transaction of TSC's business.
2. TERM OF EMPLOYMENT: The term of employment covered by this Agreement
shall commence as of the effective date of this Agreement and continue until
terminated pursuant to Section 3 below.
3. TERMINATION: TSC may terminate Employee's employment and this
Agreement for any reason upon giving Employee 90 days notice of termination
or non-renewal. TSC may make the termination effective at any time within the
90 day notice period. TSC must, however, continue Employee's normal salary,
bonus, and health insurance benefits for a period of one year following the
effective date of the termination unless Employee is terminated for Serious
Misconduct. TSC may terminate Employee's employment and this Agreement
immediately without notice and with no salary and benefit continuation if
Employee engages in "Serious Misconduct". "Serious Misconduct" means
embezzlement or misappropriation of corporate funds, other acts of
dishonesty, significant activities materially harmful to TSC's reputation,
willful refusal to perform or substantial disregard of Employee's assigned
duties (including, but not limited to, refusal to travel or work the
requested hours), or any significant violation of any statutory or common law
duty of loyalty to TSC.
If following a Change in Control [which is defined as (i) the acquisition by
any individual, entity or group, of beneficial ownership (within the
meaning of Rule 13 d-3 promulgated under the Securities Exchange Act of 1934)
of 40% or more of the outstanding shares of the common stock of TSC; (ii) the
approval of the stockholders of TSC of a merger, where immediately after the
merger, persons who were the holders of a majority of TSC's outstanding common
stock immediately prior to the merger fail to own at least a majority of the
outstanding common stock of the surviving entity in substantially the same
proportions as their holdings of TSC common stock immediately prior to the
merger; (iii) the sale of substantially all the assets of TSC other than to
a corporation in which more than 60% of the outstanding shares are beneficially
owned by the individuals and entities who are the beneficial owners of the
Company stock prior to the
Page 1
acquisition, or (iv) the naming of a new CEO] Employee's title, position,
duties, or salary is diminished and Employee resigns within 90 days after the
diminishment becomes effective, or if Employee is ordered to relocate
permanently to any location outside of the Chicago metropolitan area and
employee declines and is terminated, Employee shall be entitled to Employee's
normal salary, bonus, and health insurance benefits for a one-year period
following his resignation or termination. If Employee dies or becomes
permanently disabled and unable to continue to work at TSC, TSC must continue
Employee's normal salary, bonus, and health insurance benefits for a period
of one year following the date of his death or his permanent disability.
Employee may terminate employment upon giving TSC 90 days notice. Upon
receiving notice, TSC may waive its rights under this paragraph and make
Employee's resignation effective immediately or anytime before the 90 day
notice period ends.
4. SALARY: As compensation for his services, TSC shall pay Employee a
base salary in the amount listed in Exhibit A to this Agreement. Employee's
base salary shall be subject to annual review and may, at the discretion of
TSC's management, be increased from that listed in Exhibit A according to
Employee's responsibilities, capabilities and performance during the
preceding year.
5. BONUSES: TSC may elect to pay Employee annual bonuses. Payment of
such bonuses, if any, shall be at the sole discretion of TSC.
6. EMPLOYEE BENEFITS: During the employment period, Employee shall be
entitled to participate in such employee benefit plans, including group
pension, life and health insurance and other medical benefits, and shall
receive all other fringe benefits, as TSC may make available generally to
Vice Presidents.
7. BUSINESS EXPENSES: TSC shall reimburse Employee for all reasonable
and necessary business expenses incurred by Employee in performing his
duties. Employee shall provide TSC with supporting documentation sufficient
to satisfy reporting requirements of the Internal Revenue Service and TSC.
TSC's determination as to reasonableness and necessary shall be final.
8. NONCOMPETITION AND NONDISCLOSURE: Employee acknowledges that the
successful development and marketing of TSC's professional services and
products require substantial time and expense. Such efforts generate for TSC
valuable and proprietary information ("confidential information") which gives
TSC a business advantage over others who do not have such information.
Confidential information of TSC and its clients and prospects includes but is
not limited to the following: business strategies and plans, proposals,
deliverables, prospects and customer lists, methodologies, training materials
and computer software. Employee acknowledges that during the course of his
employment, he will obtain knowledge of such confidential information.
Accordingly, Employee agrees to undertake the following obligations which he
acknowledges to be reasonably designed to protect TSC's legitimate business
interests without unnecessarily or unreasonably restricting Employee's
post-employment opportunities:
Page 2
(a) Upon termination of employment for any reason, Employee shall return
all TSC property, including but not limited to computer programs, files,
notes, records, charts, or other documents or things containing in whole or
in part any of TSC's confidential information;
(b) During the course of his employment and subsequent to termination,
Employee agrees to treat all such information as confidential and to take all
necessary precautions against disclosure of such information to third parties
during and after Employee's employment with TSC. Employee shall refrain from
using or disclosing to any person, without the prior written approval of
TSC's Chief Executive Officer any confidential information unless at that
time the information has become generally and lawfully known to TSC's
competitors;
(c) Without limiting the obligations of paragraph 8(b), Employee shall
not, for a period of two years following his termination for any reason, for
himself or as an agent, partner or employee of any person, firm or
corporation, engage in the practice of consulting or related services for any
client of TSC for whom Employee performed services, or prospective TSC client
to whom Employee submitted, or assisted in the submission of a proposal
during the two year period preceding his termination;
(d) During a two year period immediately following Employee's
termination for any reason, Employee shall not induce or assist in the
inducement of any TSC employee away from TSC's employ or from the faithful
discharge of such employee's contractual and fiduciary obligations to serve
TSC's interests with undivided loyalty;
(e) For two years following his termination for any reason, Employee
shall keep TSC currently advised in writing of the name and address of each
business organization for which he acts as agent, partner, representative or
employee.
9. REMEDIES: Employee recognizes and agrees that a breach of any or all
of the provisions of paragraph 8 will constitute immediate and irreparable
harm to TSC's business advantage, including but not limited to TSC's valuable
business relations, for which damages cannot be readily calculated and for
which damages are an inadequate remedy. Accordingly, Employee acknowledges
that TSC shall therefore be entitled to an order enjoining any further
breaches by the Employee. Employee agrees to reimburse TSC for all costs and
expenses, including reasonable attorneys' fees, incurred by TSC in connection
with the enforcement of its rights under any provision of this Agreement.
10. INTELLECTUAL PROPERTY: During the employment period, Employee shall
disclose to TSC all ideas, inventions and business plans which he develops
during the course of his employment with TSC which relate directly or
indirectly to TSC's business, including but not limited to any computer
programs, processes, products or procedures which may, upon application, be
protected by patent or copyright. Employee agrees that any such ideas,
inventions or business plans shall be the property of TSC and that Employee
shall at TSC's request and cost, provide TSC with such assurances as is
necessary to secure a patent or copyright.
Page 3
11. ASSIGNMENT: Employee acknowledges that the services to be rendered
pursuant to this Agreement are unique and personal. Accordingly, Employee may
not assign any of his rights or delegate any of his duties or obligations
under this Agreement. TSC may assign its rights, duties or obligations under
this Agreement to a purchaser or transferee of all, or substantially all, of
the assets of TSC.
12. NOTICES: All notices shall be in writing, except for notice of
termination which may be oral if confirmed in writing within 14 days. Notices
intended for TSC shall be sent by registered or certified mail addressed to
it at 000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 or its
current principal office, and notices intended for Employee shall be either
delivered personally to him or sent by registered or certified mail addressed
to his last known address.
13. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
between TSC and Employee. Neither Employee nor TSC may modify this Agreement
by oral agreements, promises or representations. The parties may modify this
Agreement only by a written instrument signed by the parties.
14. APPLICABLE LAW: This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.
15. MEDIATION OF DISPUTES: Neither party shall initiate arbitration, or
other legal proceedings (except for any claim in equity under Sections 8(b),
8(c), or 8(d) of this Agreement), against the other party, or, in the case of
TSC, any of its directors, officers, employees, agents, or representatives,
relating in any way to this Agreement, to Employee's employment with TSC, the
termination of his employment or any or all other claims that one party might
have against the other party until 30 days after the party against whom the
claim[s] is made ("respondent") receives written notice from the claiming
party of the specific nature of any purported claim and the amount of any
purported damages. Employee and TSC further agree that if respondent submits
the claiming party's claim to the Center for Public Resources, 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, for nonbinding mediation prior to the
expiration of such 30 day period, the claiming party may not institute
arbitration or other legal proceedings against respondent until the earlier
of a) the completion of nonbinding mediation efforts, or b) 90 days after the
date on which the respondent received written notice of the claimant's claim.
16. BINDING ARBITRATION: Employee and TSC agree that all claims or
disputes relating to his employment with TSC or the termination of such
employment, and any and all other claims that Employee might have against
TSC, any TSC director, officer, employee, agent, or representative, and any
and all claims or disputes that TSC might have against Employee (except for
any claim in equity under Sections 8(b), 8(c), or 8(d) of this Agreement)
shall be resolved under the Expedited Commercial Rules of the American
Arbitration Association. If either party pursues a claim and such claim
results in an Arbitrator's decision, both parties agree to accept such
decision as final and binding.
Page 4
17. SEVERABILITY: Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.
18. Employee acknowledges that he has read, understood and accepts the
provisions of the Agreement.
TSC Employee
By: Xxxxxxx X. Xxxxxxx By: Xxxxxx X. Xxxxxxx
__________________ _________________
Xxxxxxx X. Xxxxxxx Xxxxxx "Tork" Xxxxxxx
Position: Chairman and CEO Position: Vice President and Chief
________________ Financial Officer
_________________________
Date: 11/22/94 Date: 11/22/94
_________ __________
Page 5
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement ("Amendment") is made and
entered into this 1 day of JUNE 1995, by and between TECHNOLOGY SOLUTIONS
COMPANY, doing business as TSC ("TSC"), and XXXXXX X. XXXXXXX ("Employee").
WHEREAS, TSC and Employee entered into an Employment Agreement dated as
of November 22, 1994; and
WHEREAS, TSC and Employee desire to amend the Agreement in accordance
with the terms set forth herein;
NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:
1. Paragraph 8(c) is hereby amended in its entirety to read as follows:
"(c) Without limiting the obligations of paragraph 8(b), Employee
shall not, for a period of one year following his termination for any
reason, for himself or as an agent, partner or employee of any person, firm
or corporation, engage in the practice of consulting or related services
for any client of TSC for whom Employee performed services, or prospective
TSC client to whom Employee submitted, or assisted in the submission of a
proposal during the one year period preceding his termination."
2. Paragraph 8(d) is hereby amended in its entirety to read as follows:
"(d) During a one year period immediately following Employee's
termination for any reason, Employee shall not induce or assist in the
inducement of any TSC employee away from TSC's employer or from the
faithful discharge of such employee's contractual and fiduciary obligations
to serve TSC's interests with undivided loyalty."
3. Paragraph 8(e) is hereby amended in its entirety to read as follows:
"(e) For one year following his termination for any reason, Employee
shall keep TSC advised in writing of the name and address of each business
organization for which he acts as agent, partner, representative or
employee."
4. Paragraph 11 is hereby amended in its entirety to read as follows:
"11. ASSIGNMENT: Employee acknowledges that the services to be
rendered pursuant to this Agreement are unique and personal. Accordingly,
Employee may not assign any of his rights or delegate any of his duties or
obligations under this Agreement. TSC may assign its rights, duties or
obligations under this Agreement to a subsidiary or affiliated company of
TSC or purchaser or transferee of a majority of TSC's outstanding capital
stock or a purchaser of all, or substantially all of the assets of TSC."
Page 6
5. This Amendment shall be made effective as of November 22, 1994, and
shall be incorporated into and otherwise considered a part of the Employment
Agreement. The Employment Agreement, as amended hereby, remains in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
TECHNOLOGY SOLUTIONS COMPANY
By: Xxxxxxx X. Xxxxxxx
__________________
Xxxxxxx X. Xxxxxxx
Title: Chairman
_________
Date: July 26, 1995
_____________
XXXXXX X. XXXXXXX:
By: Xxxxxx X. Xxxxxxx
_________________
Xxxxxx X. Xxxxxxx
Date: June 27, 1995
_____________
Page 7
