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Exhibit 10.1
 TECHNOLOGY SOLUTIONS COMPANY
1996 STOCK INCENTIVE PLAN
(As Amended and Restated Effective February 6, 2006)
 I. INTRODUCTION
 1.1 Purposes. Plan Company
 1.2 Certain Definitions.
  Agreement 
  Board 
  Bonus Stock 
  Bonus Stock Award 
  Change in Control 
  Code 
  Committee 
  Common Stock 
  Company 
  Exchange Act 
  Fair-Market Value 




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provided, however,
  Free-Standing SAR 
  Incentive Stock Option 
  Incumbent Board 
  Mature Shares 
  Non-Employee Director 
  Non-Statutory Stock Option 
  Performance Measures 
 2




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 Performance Period 
  Performance Share 
  Performance Share Award 
  Permanent and Total Disability 
  Predecessor Plans 
  Restricted Stock 
  Restricted Stock Award 
  Restricted Stock Unit 
  Restricted Stock Unit Award 
  Restriction Period 
  SAR 
 3




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 Stock Award
  Subsidiary 
  Tandem SAR 
  Tax Date 
  Ten Percent Holder 
 1.3 Administration.
  4




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provided, however,
  1.4 Eligibility. Subsidiary Subsidiaries
 1.5 Shares Available.
   5




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II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
 2.1 Stock Options .
  Number of Shares and Purchase Price provided, however, provided
further Ten
Percent Holder
 Option Period and Exercisability provided, however provided further
 6




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Method of Exercise
 2.2 Stock Appreciation Rights .
  Number of SARs and Base Price
 Exercise Period and Exercisability. provided, however
 7




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Method of Exercise
 2.3 Termination of Employment or Service General
 Incentive Stock Options
    8




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III. STOCK AWARDS
 3.1 Stock Awards.
 3.2 Terms of Bonus Stock Awards.
 3.3 Terms of Restricted Stock Awards.
 Number of Shares and Other Terms
 Vesting and Forfeiture
 9




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Share Certificates
 Rights with Respect to Restricted Stock Awards
 3.4 Terms of Restricted Stock Unit Awards.
 Number of Shares and Other Terms
 Vesting and Forfeiture
 10




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Settlement of Vested Restricted Stock Unit Awards
 3.5 Awards to Certain Executive Officers.
 3.6 Termination of Employment or Service.
 IV. PERFORMANCE SHARE AWARDS
 4.1 Performance Share Awards .
 4.2 Terms of Performance Share Awards .
 Number of Performance Shares and Performance Measures
 Vesting and Forfeiture
 11




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Settlement of Vested Performance Share Awards
 4.3 Termination of Employment or Service .
 V. PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS
 5.1 Eligibility .
 5.2 Grants of Stock Options .
 Time of Grant
 Option Period and Exercisability Initial Date of Exercisability
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2.1(c).
 5.3 Option Period and Termination of Directorship . Term and Termination of Option
 Termination of Directorship Other than by Death, Disability or Retirement
 Death
 Disability
 Retirement
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Death After Termination of Directorship
 VI. GENERAL
 6.1 Effective Date and Term of Plan .
  6.2 Amendments . provided, however
 6.3 Agreement.
 6.4 Non-Transferability of Awards . 14
        6.5 Tax Withholding . Tax Date
 6.6 Restrictions on Shares .
 6.7 Adjustment . 15
        6.8 Change in Control.
      16




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Change in Control
 Person Outstanding Common
Stock Outstanding Voting
Securities provided further
 Incumbent Board provided provided further
 Corporate
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Transaction
  Pooling
Transaction
  18




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6.9 No Right of Participation or Employment .
 6.10 Rights as Stockholder .
 6.11 Governing Law .
 19