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Exhibit 10.27
EMPLOYMENT AGREEMENT
Technology Solutions Company, a Delaware corporation doing business
as TSC, and XXXXXXXXXXX X. XXXXXX ("Employee") enter into this Employment
Agreement ("Agreement") as of June 1, 1995.
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 Senior
Principal. Employee shall have the normal responsibilities, duties and authority
of a Senior Principal 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, however,
from time to time expand or contract such duties and responsibilities and may
change Employee's title or position to reflect any change in duties and
responsibilities. 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. Upon expiration of the initial Term of Employment, or any
subsequent term, 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 term.
3. TERMINATION: Notwithstanding the provisions of paragraph 2 of
this Agreement, upon giving Employee 30 days notice, TSC may terminate
Employee's employment for any reason. TSC may make the termination effective at
any time within the 30 day notice period. TSC must, however, continue Employee's
normal salary and health insurance benefits until the end of the 30 day notice
period unless Employee begins employment with another employer during such time,
in which case the Employee will receive no further payments. 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,
activities materially harmful to TSC's reputation, willful refusal to perform or
substantial disregard of Employee's assigned duties or TSC's policies;
(including, but not limited to, refusal to travel or work the requested hours or
inappropriate use of Company credit cards), or any significant violation of any
statutory or common law duty of loyalty to TSC. Employee may terminate
employment upon giving TSC 30 days notice. Upon receiving notice, TSC may waive
its rights under this paragraph and make Employee's resignation effective
immediately or anytime before the 30 day notice period ends, with no salary or
benefit continuation.
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.
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5. BONUS: 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 Senior
Principals.
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. NON COMPETITION AND NON DISCLOSURE: Employee acknowledges that
the successful marketing development 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, its clients and prospects, includes, but is not limited to, the
following: business strategies; plans; proposals; deliverables; prospect 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 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 for any reason, 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 of employment for
any reason, for himself, or as 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;
(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;
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(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
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 Term of 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 are 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.
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 TSC 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. TSC and Employee
agree that any litigation relating to the enforcement of this Agreement shall be
brought in the Circuit Court for Xxxx County, Illinois.
15. RESOLUTION OF DISPUTES REGARDING TERMINATION: Employee shall not
initiate legal proceedings against TSC challenging any termination of Employee's
employment until 30 days after TSC receives written notice from Employee of the
specific nature of any purported claim against TSC and the amount of any
purported damages. Employee further agrees that in the event that TSC submits
Employee'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, Employee may not institute legal proceedings against TSC until
the earlier of: a) the completion of
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nonbinding mediation efforts, or b) 90 days after the date on which TSC received
written notice of Employee's claim.
16. 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.
17. Employee acknowledges that he has read, understood, and accepts
the provisions of this Agreement.
TECHNOLOGY SOLUTIONS COMPANY XXXXXXXXXXX X. XXXXXX
By: /s/ X.X. Xxxxxxx /s/ Xxxxxxxxxxx X. Xxxxxx
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Position: Sr. V.P.
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Date: 8/21/95 Date: July 1, 1995
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