EXHIBIT 10.01
**AMENDMENT NUMBER ONE**
**TO THE**
**TECHNOLOGY SOLUTIONS COMPANY**
**1996 STOCK INCENTIVE PLAN**
          **WHEREAS,**Technology Solutions Company (the “Company”) has heretoforeadopted and maintains the Technology Solutions Company 1996 Stock IncentivePlan (the “Plan”); and
          **WHEREAS,**the Company desires to amend the Plan in certain respects.
          **NOW, THEREFORE,**pursuant to the power of amendment contained in Section6.2 of the Plan, the Plan is hereby amended as follows:
          1. Effective as of the date hereof, Section 1.4 of the Plan is herebyamended by deleting the second sentence thereof, and inserting the followingsentence in lieu thereof:
  For purposes of this Plan, references to employment shall alsomean an agency or independent contractor relationship andreferences to employment by the Company shall also mean employmentby a Subsidiary or such other employer designated in the Agreementevidencing the award.
          2. Effective with respect to options granted on or after the date hereof,Sections 5.2 and 5.3 of the Plan are hereby deleted, and the following sectionsare inserted in lieu thereof:
  **5.2*****Grants of Stock Options.*** Each Non-Employee Director shall begranted Non-Statutory Stock Options as follows:
    (a) Time of Grant. On the date on which a person is firstelected or begins to serve as a Non-Employee Director (other thanby reason of termination of employment), and, thereafter, if suchperson is then a Non-Employee Director,
 

 

on the date that an option granted to such person pursuant tothis Article V becomes exercisable in full in accordance withSection 5.2(b) hereunder, such person shall be granted an optionto purchase 40,500 shares of Common Stock at a purchase price pershare equal to the Fair Market Value of a share of Common Stock onthe date of grant of such option.
    (b) Option Period and Exercisability. Except as otherwiseprovided herein, each option granted under this Article V (an“Automatic Non-Employee Director’s Option”) shall not beexercisable until the last day of the calendar month following thecalendar month in which such option is granted (the “Initial Dateof Exercisability”). Each Automatic Non-Employee Director’sOption shall become exercisable as to 1,125 shares of Common Stockon the date of its Initial Date of Exercisability and as to anadditional 1,125 shares of Common Stock on the last day of each ofthe next thirty-five calendar months following the Initial Date ofExercisability. An exercisable option, or portion thereof, may beexercised in whole or in part only with respect to whole shares ofCommon Stock. Automatic Non-Employee Director’s Options shall beexercisable in accordance with Section 2.1(c).
  **5.3*****Option Period and Termination of Directorship*****.**(a) Term andTermination of Option. The maximum term of each AutomaticNon-Employee Director’s Option shall be the date which is 10 yearsafter the date on which it was granted (the “Expiration Date”).Each Automatic Non-Employee Director’s Option shall terminate, tothe extent not exercised or earlier terminated pursuant to theterms of this Article V, on its Expiration Date. In no event mayan Automatic Non-Employee Director’s Option be exercised, in wholeor in part, after it terminates.
          (b) Termination of Directorship Other than by Death,Disability or Retirement. If the holder of an AutomaticNon-Employee Director’s Option ceases to be a director of theCompany for any reason other than death, Disability, orRetirement, the option shall remain exercisable with respect tothe number of shares subject to such option that are exercisableupon the effective date of such holder’s ceasing to be a directorand may thereafter be exercised for a period of 90 days from theeffective date of such holder’s ceasing to be a director or untilthe Expiration Date, whichever period is shorter, after which theAutomatic Non-Employee Director’s Option shall terminate in itsentirety.
          (c) Death. If the holder of an Automatic Non-EmployeeDirector’s Option ceases to be a director of the Company by reasonof death, the option shall become exercisable as of the date ofdeath with respect to any or all of the shares subject to suchoption and may thereafter be exercised for a period of one yearfrom the date of death or until the Expiration Date, whicheverperiod is shorter, after which the Automatic Non-EmployeeDirector’s Option shall terminate in its entirety.
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          (d) Disability. If the holder of an Automatic Non-EmployeeDirector’s Option ceases to be a director of the Company by reasonof Disability, the option shall become exercisable as of theeffective date of such holder’s ceasing to be a director withrespect to any or all of the shares subject to such option and maythereafter be exercised for a period of 90 days from the effectivedate of such termination or until the Expiration Date, whicheverperiod is shorter, after which the Automatic Non-EmployeeDirector’s Option shall terminate in its entirety. For purposesof this Article V, “Disability” shall mean the inability of anindividual to fully perform the duties of a director of theCompany for a continuous period in excess of 360 days, asdetermined by the Board in its sole discretion.
          (e) Retirement. If the holder of an Automatic Non-EmployeeDirector’s Option ceases to be a director of the Company by reasonof retirement after such holder has completed five years ofservice as a director of the Company and is at least 55 years ofage (“Retirement”), the option shall remain exercisable withrespect to the number of shares subject to such option that areexercisable upon the effective date of such Retirement, and maythereafter be exercised for a period of two years from theeffective date of such Retirement or until the Expiration Date,whichever period is shorter, after which the AutomaticNon-Employee Director’s Option shall terminate in its entirety.
          (f) Death After Termination of Directorship. If the holderof an Automatic Non-Employee Director’s Option dies after he orshe has ceased to be a director of the Company, the option shallbe exercisable only to the extent that it is exercisable on thedate of such holder’s death and may thereafter be exercised onlyfor that period of time for which the option is exercisableimmediately prior to the holder’s death pursuant to Sections5.3(b) through (e).
          **IN WITNESS WHEREOF,**the Company has caused this instrument to be executedby its duly authorized officer on this 22 day of July    , 1999.      Technology Solutions Company      By:  /s/ PAUL R. PETERSON   
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