EMPLOYMENT AGREEMENT
Technology Solutions Company, a Delaware corporation doing business as TSC,
and Xxxxxxxx Xxxxx ("Employee") enter into this Employment Agreement
("Agreement") as of November 20, 2000.
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 Vice
President. Employee shall have the normal responsibilities, duties and
authority of a Senior 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 90 days prior to the expiration of the current term.
3. Termination: Notwithstanding the provisions of paragraph 2 of this
Agreement, upon giving Employee 365 days notice, TSC may terminate Employee's
employment for any reason. TSC may make such termination effective at any time
within such 90 day notice period. TSC must, however, continue Employee's normal
salary and health insurance benefits until the end of the 365 day notice period.
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
90 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 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 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 Senior 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 Confidential Information unless at that time
the information has become generally and lawfully known to TSC's competitors;
2
(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.
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
0
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.
4
18. Employee acknowledges that he has read, understood and accepts the
provisions of this Agreement.
Technology Solutions Company Xxxxxxxx Xxxxx
By: /s/ Xxxx X. Xxxxxx /s/ Xxxxxxxx Xxxxx
------------------ ------------------
Position: Senior Vice President
Date: November 29, 2000 Date: November 10, 2000
----------------- -----------------
5
EXHIBIT A
---------
EMPLOYEE: Xxxxxxxx Xxxxx
POSITION: Senior Vice President
BASE SALARY: $240,000
EFFECTIVE DATE: November 20, 2000
/s/ Xxxxxxxx Xxxxx
----------------------------------
Xxxxxxxx Xxxxx
November 10, 2001
----------------------------------
Date
/s/ Xxxx X. Xxxxxx
----------------------------------
Technology Solutions Company
November 29, 2000
----------------------------------
Date
6
