EXHIBIT 10.14
EMPLOYMENT AGREEMENT
Technology Solutions Company, a Delaware corporation doing business as TSC, and Xxxxxx
Xxxxx (“Employee”) enter into this Employment Agreement (“Agreement”) as of August 1, 2003.
In consideration of the agreements and covenants contained in this Agreement, TSC and Employee
agree as follows:
1. Employment Duties: TSC shall employ Employee as a Vice President. Employee shall have the
normal responsibilities, duties and authority of a Vice President of TSC and shall, at the
direction of TSC’s management, participate in the administration and execution of TSC’s policies,
business affairs and operations. TSC’s Board of Directors or management may, from time to time,
expand or contract such duties and responsibilities and may change 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 (“Term of Employment”) covered by this
Agreement shall commence as of the effective date of this Agreement and continue until the
following July 31, subject to the provisions of paragraph 3 below (the “Initial Term of
Employment”). Upon expiration of the Initial Term of Employment, this Agreement shall be renewed
automatically for successive terms of one year each, unless TSC notifies Employee of its intention
not to renew at least 30 days prior to the expiration of the current term.
3. Termination: Notwithstanding the provisions of paragraph 2 of this Agreement, upon giving
Employee 180 days notice, TSC may terminate Employee’s employment for any reason. TSC may make
such termination effective at any time within such 180 day notice period. TSC must, however,
continue Employee’s normal salary and health insurance benefits until the end of the 180 day notice
period unless Employee begins employment with another employer during such time, in which case
TSC’s obligations shall cease. In addition, 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.” For purposes of this Agreement, “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. Employee may terminate his employment upon giving TSC 30 days prior written notice. Upon
receiving notice, TSC may waive its rights under this paragraph and make Employee’s termination
effective immediately or anytime before the 30 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 adjusted 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 Term of Employment, 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 its 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
Term of 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:
(a) Upon termination of the Term 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 Term of Employment and subsequent to termination, Employee agrees to treat all
such Confidential 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
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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
one year following his termination of employment 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 of employment;
(d) During a one year period immediately following Employee ’ s termination of
employment 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 one year following his termination of employment 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 Term of Employment, 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.
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.
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12. Notices: All notices shall be in writing, except for notice of termination of employment,
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 and Exhibit A attached hereto constitute 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 under Paragraph 8 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 (i) the completion
of nonbinding mediation efforts, or (ii) 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 claims under
Paragraph 8 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. TSC and
Employee agree that any litigation under Paragraph 8 of this Agreement shall be brought in the
Circuit Court for Xxxx County, Illinois.
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.
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18. Employee acknowledges that he has read, understood and accepts the provisions of this
Agreement.
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| Technology Solutions Company |
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Xxxxxx Xxxxx |
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By:
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/s/ Xxxxxxx X. Xxxxxx
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/s/ Xxxxxx Xxxxx |
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| Position: SVP and Chief Financial Officer |
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| Date: October 10, 2003 |
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Date: September 25, 2003 |
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EXHIBIT A
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EMPLOYEE:
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Xxxxxx Xxxxx |
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POSITION:
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Infrastructure Vice President |
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BASE SALARY:
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$210,000 |
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EFFECTIVE DATE:
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January 1, 2005 |
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