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:
1. Employment Duties: TSC shall employ Employee as Chairman and Acting CEO. Employee shall have
the normal responsibilities, duties and authority of a Chairman and Acting CEO of TSC. TSC’s Board
of Directors 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 reasonable and sufficient business time and attention
to the transaction of TSC’s business. Subject to the confidentiality provisions hereof and
applicable law pertaining to his fiduciary duties to the Company, Employee will be permitted to
provide fee for service consulting to other businesses while serving as Chairman and Acting CEO of
Company.
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 30 days notice, TSC may terminate Employee’s employment for any reason. TSC may make such
termination effective at any time within such 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 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),
engaging TSC personnel on a client engagement for more than 30 days without first securing a signed
contract from the client, 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 Board of Directors, 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 Chairman and Acting CEO.
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 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;
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.
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
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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.
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.
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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