EMPLOYMENT AGREEMENT
Exhibit 99.2
Technology Solutions Company, a Delaware corporation doing business as TSC, and Xxxx X.
Xxxx, Xx. (“Employee”) enter into this Employment Agreement (“Agreement”) as of December 5, 2005.
In consideration of the agreements and covenants contained in this Agreement, TSC and Employee
agree as follows:
rights under this paragraph and make Employee’s termination effective immediately or anytime before
the 30 day notice period ends.
5. Bonuses: TSC may elect to pay Employee annual bonuses. Payment of such bonuses, if any,
shall be at the sole discretion of TSC.
(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 General Counsel any Confidential Information unless at that time the information
has become generally and lawfully known to TSC’s competitors;
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(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;
13 Entire Agreement: This Agreement and Exhibit A attached hereto constitute the entire
agreement between TSC and Employee. Neither Employee nor TSC may
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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.
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.
18. Employee acknowledges that he has read, understood and accepts the provisions of this
Agreement.
Technology Solutions Company | Xxxx X. Xxxx, Xx. | |||||
By:
|
/s/ Xxxxx X. Xxxxxx | /s/Xxxx X. Xxxx, Xx. | ||||
Position: Vice President — General Counsel | ||||||
& Corporate Secretary | ||||||
Date: December 9, 2005 | Date: December 9, 2005 |
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EXHIBIT A
EMPLOYEE: |
Xxxx X. Xxxx, Xx. | |
POSITION: |
Chairman and Acting CEO | |
BASE SALARY: |
$258,000 | |
EFFECTIVE DATE: |
December 5, 2005 |
/s/Xxxx X. Xxxx, Xx. | ||||
December 9, 2005 | ||||
Date | ||||
/s/ Xxxxx X. Xxxxxx | ||||
Technology Solutions Company | ||||
December 9, 2005 | ||||
Date |
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