Exhibit 10.1
EMPLOYMENT AGREEMENT
Technology Solutions Company, doing business as TSC,
and Xxxxxxx X. Xxxxxx ("Employee") enter into this
Employment Agreement ("Agreement") as of April 28, 1999.
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
Senior Vice President and Chief Financial Officer. Employee
shall have such responsibilities, duties and authority as
the Chief Executive Officer may reasonably designate. The
Chief Executive Officer may from time to time expand or
contract such duties and responsibility 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. 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
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TSC other than to a corporation in which more that 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 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 day
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 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; recruiting prospects and employee 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:
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(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 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 two year
period preceding his termination;
(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 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 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.
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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.
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 his 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.
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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.
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 this Agreement.
Technology Solutions Company Xxxxxxx X. Xxxxxx
By: XXXX X. XXXXXX XXXXXXX X. XXXXXX
_________________________ ________________________
Position:___________________ Position: Senior Vice
President and Chief
Financial Officer
Date:_______________________ Date: 4/28/99
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EXHIBIT A
EMPLOYEE: Xxxxxxx X. Xxxxxx
POSITION: Senior Vice President and Chief
Financial Officer
BASE SALARY: $240,000
EFFECTIVE DATE: April 28, 1999
XXXXXXX X. XXXXXX
_______________________
Xxxxxxx X. Xxxxxx
_______________________
Date 4/28/99
XXXX X. XXXXXX
____________________________
Technology Solutions Company
_______________________
Date 4/28/99
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