EXHIBIT 10.2**EMPLOYMENT AGREEMENT**     This Agreement, dated as of November 9, 2001, is made and entered into by and between AvanadeInc., a corporation organized under the laws of the State of Delaware (the “Company”), and DennisKnapp (“Employee”). For the definitions of certain terms used in this Agreement, see Section 7below.     The Company and Employee agree as follows:**Section 1. Employment**     1.1 The Company hereby employs Employee, and Employee hereby accepts employment, as anemployee of the Company for the Term (as defined in Section 3.1), subject to and inaccordance with the provisions of this Agreement.     1.2 Employee will report to the CEO, or his designee. From the date of this Agreement throughits termination, Employee will serve in such positions as directed by the the Board of Directors ofthe Company (the “Board”) and/or the Chief Executive Officer.     1.3 During the Term, Employee will devote his best efforts, special expertise and fullbusiness time and attention to the Company’s business to the exclusion of all other employment,engagements, consulting or other business activities, unless otherwise approved in writing by theBoard or the President. Subject to direction of the Board, Employee will have such duties,responsibilities, powers and authority that are prescribed by the Board, the President or thebylaws of the Company.**Section 2. Compensation**     2.1 From the date of this Agreement until otherwise directed by the Board, the Company willpay Employee a base salary at the annual rate of $215,000 prorated on a daily basis for any periodless than a full year. Unless otherwise agreed upon by the parties, the Company will pay Employee’sbase salary accrued in arrears twice monthly, subject to federal income tax and other applicablewithholding.     2.2 In addition to Employee’s base salary under Section 2.1, the Company will pay Employeesuch bonuses and other incentive compensation as may be determined from time to time by the Board.The Employee is initially eligible for an annual cash bonus with a target of 40% of base salary,subject to the sole and complete discretion of the Compensation Committee of the Board.     2.3 The Company will grant Employee shares of the Company’s common stock and options topurchase shares of the Company’s common stock as set forth in this Section 2.3. Employee’s stockand option grants will be subject in all cases to Board or Compensation
1

 
Committee approval, and subject to the definitions and other terms and conditions of the Company’s2000 Stock Incentive Plan (as the same may be amended from time to time, the “SIP”) and Employee’sstock option agreement. (a) A grant of 50,000 shares of common stock of the Company (the“Grant Shares”) at a fair market valuation to be determined by the Board onthe date the Board makes the grant and subject to the terms and conditions setforth by the Board in a grant letter to accompany the Grant Shares.  (b) An option to purchase 50,000 shares of the Company’s commonstock at a price equal to the fair market value of the common stock on thedate the Board makes the grant. This option is subject to a vesting scheduleof 25% at the end of year 1 and 1/48th every month thereafter (a four-yearvesting schedule).  (c) The stock grant, the options and any shares acquired uponexercise of the options will not be transferable or assignable until theearliest of a qualified IPO of the Company, July 1, 2005, or in the event ofcertain transactions (as further defined in the SIP, the stock optionagreements and/or the grant letter accompanying the Grant Shares).  (e) The options will be for a term of ten (10) years, subject toearlier termination in the event of any termination of Employee’s employmentand certain other events as provided for in the SIP or the stock optionagreement.  (f) If Employee’s employment terminates prior to a qualified IPOof the Company, July 1, 2005, or certain corporate transactions (as defined inthe SIP or the stock option agreements), other than for death or disability,then all of Employee’s options will terminate regardless of whether they arevested or unvested, and any shares acquired upon exercise of an option will besubject to repurchase, at Company’s discretion, by the Company at the exerciseprice paid.  (g) Employee’s stock option agreement will provide that vestingwill be accelerated (i) one year in the event of certain corporate transactions(excluding, for this purpose, acquisitions of control by existingCompany shareholders), and  (ii) one-hundred percent (100%) if (i)Employee’s options are not assumed or replaced by comparable optionsor cash equivalents of the acquiring company in certain corporatetransactions or
2

 
(ii) Employee’s options are assumed in certain corporatetransactions, but Employee’s employment is terminated by theacquiring company without Cause or if Employee leaves for goodreason within three years after the corporate transaction,except that such acceleration will not occur if it would prevent thecorporate transaction from otherwise qualifying as a pooling ofinterests for financial accounting purposes.     2.4 Upon Employee’s receipt of the Grant Shares, the Company will loanEmployee the amount of Employee’s income and payroll tax liability arising from the receiptof the Grant Shares, which loan will be made pursuant to a full-recourse promissory note inthe form of Exhibit A hereto (the “Note”). The Note shall provide for interest at theapplicable federal rate on the date of the execution of the Note, and the principal amountpayable under the Note shall be amortized as follows: 25% after the first year, and 2.0833%(1/48th) per month thereafter; corresponding interest payments will be made at the time of theprincipal payments. The Note will be secured by the shares of stock received underSection 2.3(a) pursuant to the pledge agreement attached hereto as Exhibit B.     (a) During the term of Employee’s employment with the Company, immediately prior tothe due date of any payment of principal or interest under the Note, the Company will payto Employee a cash bonus such that, after setting aside an amount equal to Employee’sincome tax liability on the cash bonus, Employee is left with an amount equal to the loanpayment then owed to the Company. The Company’s obligations under this Section 2.4(a) shallterminate as of the date of termination of Employee’s employment, and any bonus amountsowed by the Company with respect to the first loan payment due following the date oftermination shall be prorated through the date of termination.     (b) For purposes of calculating Employee’s income tax liability under this Section2.4, Employee will be deemed to be subject to taxation at the highest marginal income taxrates imposed on individuals under federal and any applicable state tax laws.     2.5 Termination of Employment     (a) Upon the termination of Employee’s employment by the Company for Cause priorto the earlier of (i) a qualified IPO or (ii) July 1, 2005 (such earlier date, a “ShareTrigger Event”), all of the Grant Shares shall be returned to the Company in exchange forthe cancellation of all amounts owing under the Note and the corresponding loan, andneither the Company nor the Employee shall owe any further amounts to the other withrespect to the Grant Shares, such loan or the Note.
3

 
     (b) Upon the termination of Employee’s employment, other than by the Company forCause prior to a Share Trigger Event, the Company shall have the right, at its election, topurchase from Employee, and Employee shall have the right, at his or her election, to causethe Company to purchase, the Grant Shares at a purchase price equal to their fair marketvalue. Either party may elect to exercise his, her or its right under this Section 2.5(b)by a written notice to the other party. Upon receipt of such written notice by eitherparty, the loan underlying the Note shall accelerate and the principal amount of the Noteplus any accrued unpaid interest shall be immediately due and payable in full by Employee.If the Company and the Employee are unable to determine the fair market value of the GrantShares within 15 business days of the termination of Employee’s employment, then each partyshall retain an investment banking firm of national reputation to provide a determinationof such valuation within 20 business days after the expiration of such 15 business dayperiod. Each of these investment banks shall be directed to consider the value a willingbuyer would pay a willing seller for the Company’s shares as on an ongoing business entity,without any discount for minority interests but considering all other known facts, eventsand circumstances as then existing relevant to the value of such interest. In the eventthat the difference between the valuations provided by the two investment banking firms tothe parties (which amount shall be referred to as the “Valuation Difference”) does notexceed twenty percent (20%) of the larger of the two valuations, the “fair market value”for purposes hereof shall be the average of the two valuations. If the Valuation Differenceexceeds twenty percent (20%) of the larger of the two valuations, the two investmentbanking firms shall select a third investment banking firm of national reputation tocalculate the valuation. If the difference between the valuation determined by the thirdinvestment bank (the “Benchmark”) and the lower of the two initial valuations is less thanone-third of the Valuation Difference, “Fair Market Value” for purposes hereof shall be theaverage of the Benchmark and the lower of the two initial valuations. If the differencebetween the Benchmark and the higher of the two initial valuations is less than one-thirdof the Valuation Difference, “Fair Market Value” for purposes of this Section 2.5(b) shallbe the average of the Benchmark and the higher of the two initial valuations. In the eventfair market value is not determined by either of the previous two sentences, the fairmarket value for purposes of this Section 2.5(b) shall be the average of the threevaluations. Notwithstanding the foregoing, in no event shall “fair market value” asdetermined hereunder be greater than the larger of the two initial valuations, or less thanthe lower of the two initial valuations. The fees and expenses of the initial investmentbanks selected by each of Employee and the Company in accordance with this provision shallbe borne by the party selecting such bank. The fees and expenses of the third investmentbank, if any, selected in accordance with this provision shall be shared equally byEmployee and the Company.     (c) Upon the termination of Employee’s employment after a Share Trigger Event,the loan shall accelerate and all amounts owed under the Note shall be immediately due andpayable in full by Employee.
4

 
     2.6 During the Term, the Company will make available to Employee such additional benefits(such as medical, dental, disability and life insurance; vacation, leave and holidays) as theCompany may make available to its other employees, all subject to any terms, conditions and otherrequirements that may be generally applicable to other executive employees of the Company orprescribed by the Board.     2.7 Except as otherwise provided in Section 3.2 or required by applicable law, allcompensation and benefits set forth in Section 2 will cease accruing upon termination of theTerm.     2.8 As a condition to Employee’s employment with the Company, Employee shall sign concurrentlywith this Agreement the attached Employee Stockholders Agreement, which provides that prior to aQualified IPO (as that term is defined in the SIP), Employee agrees to vote all his or her GrantShares according to the terms thereof, and grants certain drag-along and tag-along rights.**Section 3. Term and Termination**     3.1 Employee’s employment with the Company is “at will” and may be terminatedby the Company or Employee at any time. Accordingly, the Term will commence as of thedate of this Agreement and will terminate upon the first of the following to occur:     (a) either party gives the other notice of termination;     (b) the Company gives Employee notice of termination for Dissatisfactory Performance;     (c) the Company gives Employee notice of termination for Cause;     (d) the Company gives Employee notice of termination in the event of any disability ofEmployee, whether physical or mental, that prevents Employee from satisfactorily performinghis or her duties under this Agreement; or     (e) the death of Employee.     3.2 If the Company terminates the Term pursuant to Section 3.1(a) or (b), then theCompany will either     (a) pay to Employee a severance payment in the amount of Employee’s then-currentannual base salary. Employee acknowledges and agrees, however, that Employee must abide bythe terms and conditions of the Business Protection Agreement, including Employee’sobligations under Section 3.1 of the Business Protection Agreement and that the Employeewill not engage in, be employed by, perform service for, participate in the ownership,management, control or operation of, or otherwise be connected with, either directly orindirectly, any competing
5

 
business for a period of one year. Furthermore, Employee agrees that this severance paymentis forfeitable in full if the Employee does not abide by said agreements. Employer reservesthe right to pursue any other damages as a result of the Employee’s breach; or     (b) release Employee from Employee’s obligations under Section 3.1 of theBusiness Protection Agreement for any period after the end of the Term.     3.3 Employee will not be entitled to any other severance payments, other compensation, orrelease of any obligation under the Business Protection Agreement upon termination of employment orin any other circumstance. Unless otherwise agreed upon by the parties, any severance paymentsunder Section 3.2 will be payable in a lump sum subject to federal income tax and any otherapplicable withholding.**Section 4. No Conflicting Obligations**     4.1 Employee represents and warrants that Employee’s execution, delivery and performance ofthis Agreement and the performance of Employee’s other obligations and duties to the Company willnot cause any breach, default or violation under any other employment, nondisclosure,confidentiality, consulting or other agreement to which Employee is a party or by which Employeemay be bound.     4.2 Employee will not use in performance of Employee’s work for the Company or disclose to theCompany any trade secret or other confidential or proprietary information of any prior employer orother Person if and to the extent that such use or disclosure may cause a breach, default orviolation under any obligation or duty that Employee owes to such other Person (e.g., under anyagreement or applicable law). Employee represents and warrants that Employee’s compliance with thisSection 4 will not prohibit, restrict or impair the performance of Employee’s work, obligations andduties to the Company.**Section 5. Miscellaneous**     5.1 This Agreement will be enforced to the fullest extent permitted by applicable law. Iffor any reason any provision of this Agreement is held to be invalid or unenforceable to anyextent, then     (a) such provision will be interpreted, construed or reformed to the extent reasonablyrequired to render the same valid, enforceable and consistent with the original intentunderlying such provision;     (b) such provision will be void to the extent it is held to be invalid orunenforceable;     (c) such provision will remain in effect to the extent that it is not invalid orunenforceable; and
6

 
     (d) such invalidity or unenforceability will not affect any other provision ofthis Agreement or any other agreement.If the invalidity or unenforceability is due to the unreasonableness of the scope or duration ofthe provision, the provision will remain effective for such scope and duration as may be determinedto be reasonable.     5.2 Employee will not assign this Agreement or any of his or herrights or obligations hereunder, either during or after the Term, without the prior written consentof the Company. Subject to the foregoing, this Agreement will be enforceable by and binding uponeach of the parties and their respective successors and assigns.     5.3 The failure of either party to insist upon or enforce strict performance of any of theprovisions of this Agreement or to exercise any of its rights or remedies under this Agreement willnot be construed as a waiver or a relinquishment to any extent of such party’s rights to assert orrely upon any such provision, right or remedy in that or any other instance; rather, the same willbe and remain in full force and effect.     5.4 This Agreement will be interpreted, construed and enforced in all respects in accordancewith the laws of the State of Washington. Employee hereby irrevocably consents to personaljurisdiction and venue in the state and federal courts located in the State of Washington, KingCounty, in connection with any action to interpret or enforce, or otherwise arising out of orrelating to, this Agreement. Employee will not bring any action to interpret or enforce, orotherwise arising out of or relating to, this Agreement, other than in the courts specified in thisSection 5.4.     5.5 Any notice required or permitted under this Agreement will be given in writing and will bedeemed effectively given upon personal delivery or upon delivery by confirmed fax to the party tobe notified, two (2) business days after deposit with recognized overnight courier service, orthree (3) business days after deposit with the United States Post Office, by registered orcertified mail, postage prepaid and addressed to the party to be notified at the following address,or at such other address as such party may designate by notice under this paragraph 5.5:   Company: Employee:   Mitch HillChief Executive OfficerAvanade Inc.2211 Elliott Ave.Seattle, WA 98121 Dennis Knapp5542 156th Avenue SEBellevue, WA 98003
7

 
     5.6 This Agreement sets forth the entire agreement, and supersedes any and all prioragreements, of the parties with regard to Employee’s employment with the Company, with theexception of the Business Protection/Confidentiality Agreement, which shall constitute a materialterm of, and is hereby incorporated into, this Agreement. This Agreement may not be amended,except by a writing signed by both parties.**Section 6. Arbitration of Disputes**     6.1 Any dispute among the parties arising out of or relating to Employee’s employmentrelationship with the Company, or to the termination of that relationship, will be settled by finaland binding arbitration as set forth in this Agreement. The following are examples of allegations,claims or disputes that may be arbitrated under this Agreement: constructive discharge or wrongfuldischarge under statutory or common law; torts or breaches of contract; employment discriminationor retaliation in violation of any applicable federal, state or local statute, ordinance or regulation;violation of any other applicable statute, ordinance or regulation affecting Employee’s employmentrelationship with the Company; or any other claims or disputes that arise out of or relate to thetermination of Employee’s employment relationship with the Company. However, nothing in thisAgreement will require arbitration of any statutory claim that Employee may have if the applicablelaw precludes entering into a pre-dispute agreement for binding arbitration of that claim. Further,either party may commence litigation within thirty (30) days prior to the date after which thecommencement of litigation could be barred by any applicable statute of limitations or other law,rule, regulation or order of similar import or in order to request injunctive or other equitablerelief necessary to prevent irreparable harm or any breach or default under, or any threat of anybreach or default under, the Confidentiality Agreement dated June 1, 2000 by Employee. In suchevent, the parties will (except as may be prohibited by judicial order) nevertheless continue tofollow the procedures set forth in this Section 6.     6.2 The arbitration will be conducted under the National Rules for the Resolution ofEmployment Disputes published by the AAA that are in effect at the time the arbitration notice isgiven, to the extent that those rules do not conflict with any provision of this Agreement. A copyof the current rules may be obtained from the AAA.     6.3 Either party may initiate the procedures under this Section 6 by giving the other partywritten notice of the dispute and invoking the provisions of this Section 6. If, within thirty (30)days after such notification, the parties cannot resolve the dispute, then either party may submita written demand for arbitration to the other party and to the AAA regional office serving Seattle,which will administer the arbitration. The notice must be received within the applicable statute oflimitations if the dispute involves a statutory claim. The written notice will contain a statementsetting forth the nature of the dispute, the dollar amount involved, if any, and the specificremedy sought.     6.4 Upon written demand for arbitration, the parties will attempt to agree upon a mutuallyacceptable arbitrator. If they cannot arrive at such an agreement, either party may
8

 
request a list of seven (7) labor and employment arbitrators from the AAA’s panel of potentialarbitrators. The parties will then alternatively strike potential arbitrators from such list untilone remains.     6.5 The arbitrator will have the authority only to interpret and apply the applicableprovisions of this Agreement, and will not add to, subtract from, reform or modify any of theprovisions of this Agreement.     6.6 The arbitrator will determine what discovery will be allowed, consistent with the relevantAAA rules and the expedited nature of arbitration. All discovery allowed will be completed withinsixty (60) days of the arbitration notice unless the parties agree otherwise or the arbitratorgrants an extension for good cause shown.     6.7 The arbitration will be held in King County, Washington. If the Company and Employeecannot agree on a specific location or a date and time for the arbitration hearing, the AAA willset the specific location in King County, or the hearing date and time, as necessary.     6.8 The Company and Employee each have the right to be represented during the arbitrationprocess by legal counsel, or by another representative of its own choosing. Unless applicable lawprovides otherwise, each party will bear any and all costs associated with its representation. Thearbitrator may compel the attendance of witnesses in accordance with RCW 7.04.110 and the relevantAAA rules.     6.9 Each party will bear the costs of preparing and presenting its case in the arbitration(e.g., costs of its witnesses and attorneys). All other costs of the arbitration (e.g., any feespayable to the AAA, the arbitrator, and court reporter, and the costs of any hearing’ room orfacilities) will be divided equally between the parties.     6.10 The arbitrator’s decision will be final and binding on the parties and their respectivesuccessors and assigns; provided, however, that the arbitrator’s decision will be subject tojudicial review, and the reviewing court may vacate, modify or correct the arbitrator’s decision asappropriate, (i) where the arbitrator’s findings of fact are not supported by substantial evidence,(ii) where the arbitrator’s conclusions of law are clearly erroneous or (iii) as otherwise providedby applicable law. The arbitrator will have the authority to grant temporary or injunctive relief,specific performance, damages and such other relief as may be appropriate in the circumstances.Judgment upon the arbitration award may be entered in any court having jurisdiction.**Section 7. Definitions**     Whenever used in this Agreement with initial letters capitalized, the following terms willhave the following specified meanings:
9

 
     “**AAA**” means the American Arbitration Association, its successor or another arbitrationservice agreed upon by the parties.     **“Board”**means the Company’s board of directors.     **“Cause”**means (a) willful misconduct on the part of Employee that has a materially adverseeffect on the Company and its Subsidiaries, taken as a whole, (b) Employee’s engaging in conductthat could reasonably result in his or her conviction of a felony or a crime against the Company orwhich would materially compromise the Company’s reputation, as determined in good faith by theBoard, or (c) unreasonable refusal by Employee to perform the duties and responsibilities of his orher position in any material respect and the failure of Employee to remedy such nonperformancewithin 30 days after receipt of written notice from the Company. No action, or failure to act, willbe considered “willful” if it is done by Employee in good faith and with reasonable belief that theaction or omission was in the best interests of the Company.     **“Competing Business”**means any business whose commercial efforts involve the development,marketing, sale, provision, or distribution of products or services in competition with products orservices developed, under development, marketed, sold, provided or distributed by the Company.     **“Confidentiality Agreement”**means the attached Business Protection Agreement.     **“Dissatisfactory Performance”**means dissatisfactory performance other than Cause.Dissatisfactory Performance may include, without limitation, the failure of the Company to achieverevenue, profit, growth, customer satisfaction or other goals established by the Board.     **“Person”**means any corporation, partnership, trust, association, governmental authority,educational institution, individual or other entity.     **“Qualified Public Offering”**shall have the meaning set forth in the Avanade Inc. 2000 StockIncentive Plan.     **“Term”**means the term of Employee’s employment as an employee of the Company pursuant to thisAgreement.*** * ***     Employee hereby acknowledges that he or she has carefully read this Agreement, understands itsterms and that (i) the same are necessary for the reasonable and proper protection of the Company’sbusiness; (ii) the Company has been induced to enter into and continue its relationship withEmployee in reliance upon Employee’s compliance with the provisions of this Agreement; (iii) everyprovision of this Agreement is reasonable with respect to its scope and duration; (iv) Employee hashad ample opportunity to discuss this Agreement with legal counsel of his or her own choosing, andhas entered into this
10

 
Agreement knowingly and voluntarily, without relying on any promises or representationsby the Company other than those contained in the text of this Agreement; and (v) Employeehas received a copy of this Agreement.     In witness whereof, the parties have duly executed and entered into this Agreement as ofthe date first set forth above.     Employee AVANADE INC.:  /s/ Dennis Knapp By:  /s/Mitchell Hill Dennis Knapp   Its: CEO   
11