**EXHIBIT 10.02**
**EMPLOYMENT AGREEMENT**
     Technology Solutions Company, a Delaware corporation doing business asTSC, and Stephen B. Oresman (“Employee”) enter into this Employment Agreement(“Agreement”) as of May 6, 2004.
     In consideration of the agreements and covenants contained in thisAgreement, TSC and Employee agree as follows:
     1. **Employment Duties:**The Board of Directors has elected Mr. Oresman asthe Chairman of the Board of Directors and has agreed that he shall serve as anEmployee of the Company. As an Employee he shall have such responsibilities,duties and authority as the Board of Directors may reasonably designate.Employee shall perform faithfully the duties assigned to him to the best of hisability.
     2. **Term of Employment:**The term of employment (“Term of Employment”)covered by this Agreement shall commence as of the effective date of thisAgreement and continue until terminated pursuant to Paragraph 3 below.
     3. **Termination:**This Agreement may be terminated as follows:
          (a) Mr. Oresman may be removed as a Director in accordance with the termsof the Company’s By Laws. The Board may terminate his role as the Chairman ofthe Board. The Board may terminate Employee’s employment and this Agreement forany reason upon giving Employee 90 days notice of termination. The Board maymake the termination effective at any time within the 90 day notice period(“Termination Date”). During this period Employee shall make a good faitheffort to satisfy those professional obligations requested to be performed bythe Board, which may include transferring duties and confidential material.TSC must, however, unless Employee is terminated for Serious Misconduct,continue Employee’s salary for one year following the Termination Date;continue Employee’s health benefits for one year following the TerminationDate; and automatically vest his unvested options.
          (b) The Board may terminate Employee’s employment and this Agreementimmediately without notice and with no salary and benefit continuation ifEmployee 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’sreputation, or any significant violation of any statutory or common law duty ofloyalty to TSC.
          (c) If, following a Change in Control, Employee’s title, position, salary,or benefits is reduced or Employee’s duties or status is materially reduced,and Employee resigns as an Employee within 90 days after the reduction becomeseffective, or if Employee is ordered to
 

 

relocate his residence for a period in excess of six months to anylocation outside of the metropolitan area where he resides when the Change inControl occurs and Employee declines and is terminated, Employee shall receiveone year’s salary and the continuation of his health benefits for one year.Notwithstanding anything to the contrary in any of Employee’s stock optionagreements, Employee’s unvested shares at option shall vest automatically upona Change in Control. (A Change in Control is defined as (i) the acquisition byany individual, entity or group, of beneficial ownership (within the meaning ofRule 13 d-3 promulgated under the Securities Exchange Act of 1934) of 40% ormore of the outstanding shares of the common stock of TSC; (ii) the approval ofthe stockholders of TSC of a merger, where immediately after the merger,persons who were the holders of a majority of TSC’s outstanding common stockimmediately prior to the merger fail to own at least a majority of theoutstanding common stock of the surviving entity in substantially the sameproportions as their holdings of TSC common stock immediately prior to themerger; or (iii) the sale of substantially all the assets of TSC other than toa corporation in which more than 60% of the outstanding shares are beneficiallyowned by the individuals and entities who are the beneficial owners of theCompany stock prior to the acquisition.
          (d) If Employee dies, TSC must continue Employee’s Current Salary for aperiod of 90 days following the date of his death. If Employee becomespermanently disabled and unable to continue to work at TSC, TSC must payEmployee’s Current Salary for 90 days following the date Employee is declaredpermanently disabled, and his dental insurance and term insurance for a periodof one year following the date Employee is declared permanently disabled.
          (e) If either party materially breaches this Agreement and fails to curethe breach within 30 days after receiving notice of the breach from thebreached party, the breached party may consider this Agreement as terminated bythe breaching party.
          (f) Employee may terminate his employment upon giving the Board of TSC 90days notice. The Board may make the termination effective at any time withinthe 90 day notice period. During this period Employee shall make a good faitheffort to satisfy those professional obligations requested to be performed bythe Board, which may include transferring duties and confidential material.
          (g) Notwithstanding anything in the foregoing to the contrary, if any ofthe payments to Employee provided for in this Agreement, together with anyother payments which Employee has the right to receive from TSC or anycorporation which is a member of an “affiliated group” as defined in Section1504(a) of the Code without regard to Section 1504(b) of the Internal RevenueCode) of which TSC is a member, would constitute a “parachute payment” (asdefined in Section 280G(b)(2) of the Internal Revenue Code), the paymentspursuant to this Agreement shall be reduced to the largest amount as willresult in no portion of such payments being subject to the excise tax imposedby Section 4999 of the Internal Revenue Code; provided, however, that indetermining whether any reduction in the payments under this Agreement pursuantto this sentence is necessary, the mutually agreed upon value for thenon-compete provision as determined by an outside expert shall be deducted fromthe value of the parachute payment. If after applying the value for thenon-compete provision, a reduction in payment is still necessary, the Employeeshall determine what portion of the parachute payment shall be reduced, andsuch
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determination shall be conclusive and binding on TSC with respect to itstreatment of the payment for tax reporting purposes.
     4. **Salary:**As compensation for his services, TSC shall pay Employee abase salary of not less than the amount listed in Exhibit A to this Agreement.Employee’s base salary shall be subject to annual review and may, at thediscretion of the Board of Directors, be adjusted from that listed in Exhibit Aaccording to Employee’s responsibilities, capabilities and performance duringthe preceding year.
     5. **Bonus and Stock Options:**Employee may be awarded a bonus of 50% ofone year’s salary if he achieves his target objectives and 100% of one year’ssalary if he achieves his “stretch” objectives, at the discretion of the Boardof Directors. Employee shall participate in the Company’s Stock IncentiveProgram and may be awarded options in TSC Stock at the discretion of the Boardof Directors.
     6. **Employee Benefits:**During the Term of Employment, Employee shall beentitled to participate in such employee benefit plans, including group life,health and dental insurance, and shall receive all other fringe benefits as TSCmay make available generally to its Vice Presidents.
     7. **Business Expenses:**TSC shall reimburse Employee for all reasonable andnecessary business expenses incurred by Employee in performing his duties.Employee shall provide TSC with supporting documentation sufficient to satisfyreporting requirements of the Internal Revenue Service and TSC. TSC’sdetermination as to reasonableness and necessary shall be final.
     8. **Noncompetition and Nondisclosure:**Employee acknowledges that thesuccessful development and marketing of TSC’s professional services andproducts require substantial time and expense. Such efforts generate for TSCvaluable and proprietary information (“Confidential Information”) which givesTSC a business advantage over others who do not have such information.Confidential Information of TSC and its clients and prospects includes, but isnot 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 ofEmployment, he will obtain knowledge of such Confidential Information.Accordingly, Employee agrees to undertake the following obligations which heacknowledges to be reasonably designed to protect TSC’s legitimate businessinterests without unnecessarily or unreasonably restricting Employee’spost-employment opportunities:
          (a) Upon termination of the Term of Employment for any reason, Employeeshall return all TSC property, including but not limited to computer programs,files, notes, records, charts, or other documents or things containing in wholeor in part any of TSC’s Confidential Information;
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          (b) During the Term of Employment and subsequent to termination, Employeeagrees to treat all such Confidential Information as confidential and to takeall necessary precautions against disclosure of such information to thirdparties during and after Employee’s employment with TSC;
          (c) Without limiting the obligations of Paragraph 8(b), Employee shallnot, for himself or as an agent, partner or employee of any person, firm orcorporation: (i) for a period of one year following his termination ofemployment for any reason, engage in the practice of consulting or relatedservices for any client of TSC for whom Employee performed services, orprospective TSC client to whom Employee submitted, or assisted in thesubmission of a proposal during the two year period preceding his terminationof employment; or (ii) for a period of one years following any termination forany reason, participate in or have a financial, management or other interest inany business enterprise that engages in, or within one year of the terminationof Employee’s employment has plans to engage in, substantial and directcompetition with TSC if such participation will likely involve the use byEmployee of business plans, strategies and other confidential TSC businessinformation developed or acquired by Employee during his employment as a seniorofficer of TSC;
          (d) During a one year period immediately following Employee’s terminationof employment for any reason, Employee shall not induce or assist in theinducement of any TSC employee away from TSC’s employ or from the faithfuldischarge of such employee’s contractual and fiduciary obligations to serveTSC’s interests with undivided loyalty;
          (e) For one years following his termination of employment for any reason,Employee shall keep TSC currently advised in writing of the name and address ofeach business organization for which he acts as agent, partner, representativeor employee.
     9. **Remedies:**Employee recognizes and agrees that a breach of any or allof the provisions of Paragraph 8 will constitute immediate and irreparable harmto TSC’s business advantage, including but not limited to TSC’s valuablebusiness relations, for which damages cannot be readily calculated and forwhich damages are an inadequate remedy. Accordingly, Employee acknowledgesthat TSC shall therefore be entitled to an order enjoining any further breachesby the Employee. Employee agrees to reimburse TSC for all costs and expenses,including reasonable attorneys’ fees incurred by TSC in connection with theenforcement of its rights under any provision of this Agreement.
     10. **Intellectual Property:**During the Term of Employment, Employee shalldisclose to TSC all ideas, inventions and business plans which he developsduring the course of his employment with TSC which relate directly orindirectly to TSC’s business, including but not limited to any computerprograms, processes, products or procedures which may, upon application, beprotected by patent or copyright. Employee agrees that any such ideas,inventions or business plans shall be the property of TSC and that Employeeshall at TSC’s request and cost, provide TSC with such assurances as isnecessary to secure a patent or copyright.
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     11. **Principles and Policies:**Employee agrees to be bound by TSC’sprinciples and policies, including its Code of Ethics and its Principles andPolicies of Business Conduct, as amended from time to time, which areincorporated herein by reference.
     12. **Assignment:**Employee acknowledges that the services to be renderedpursuant to this Agreement are unique and personal. Accordingly, Employee maynot assign any of his rights or delegate any of his duties or obligations underthis Agreement. Subject to Paragraph 3(c) above, TSC may assign its rights,duties or obligations under this Agreement to a subsidiary or affiliatedcompany of TSC or purchaser or transferee of a majority of TSC’s outstandingcapital stock or a purchaser of all, or substantially all, of the assets ofTSC.
     13. **Notices:**All notices shall be in writing, except for notice oftermination of employment, which may be oral if confirmed in writing within 14days. Notices intended for TSC shall be sent by registered or certified mailaddressed to it at 205 North Michigan Avenue, 15th Floor, Chicago, Illinois60601 or its current principal office, and notices intended for Employee shallbe either delivered personally to him or sent by registered or certified mailaddressed to his last known address.
     14. **Entire Agreement:**This Agreement and Exhibit A attached heretoconstitute the entire agreement between TSC and Employee. Neither Employee norTSC may modify this Agreement by oral agreements, promises or representations.The parties may modify this Agreement only by a written instrument signed bythe parties.
     15. **Applicable Law:**This Agreement shall be governed by and construed inaccordance with the laws of the State of Illinois.
     16. **Mediation of Disputes:**Neither party shall initiate arbitration orother legal proceedings (except for any claim under Paragraph 8 of thisAgreement), against the other party, or, in the case of TSC, any of itsdirectors, officers, employees, agents, or representatives, relating in any wayto this Agreement, to Employee’s employment with TSC, the termination of hisemployment or any or all other claims that one party might have against theother party until 30 days after the party against whom the claim[s] is made(“Respondent”) receives written notice from the claiming party of the specificnature of any purported claim and the amount of any purported damages.Employee and TSC further agree that if Respondent submits the claiming party’sclaim to the Center for Public Resources, 680 Fifth Avenue, New York, New York10019, for nonbinding mediation prior to the expiration of such 30 day period,the claiming party may not institute arbitration or other legal proceedingsagainst Respondent until the earlier of (i) the completion of nonbindingmediation efforts, or (ii) 90 days after the date on which the Respondentreceived written notice of the claimant’s claim.
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     17. **Binding Arbitration:**Employee and TSC agree that all claims ordisputes relating to his employment with TSC or the termination of suchemployment, and any and all other claims that Employee might have against TSC,any TSC director, officer, employee, agent, or representative, and any and allclaims or disputes that TSC might have against Employee (except for any claimsunder Paragraph 8 of this Agreement) shall be resolved by expeditedarbitration. The party pursuing a claim should submit the claim toJams/Endispute, Inc., Three First National Plaza, 70 West Madison, Suite 200,Chicago, IL 60602. Such arbitration shall be conducted in Chicago before asingle arbitrator within twenty days of the submission of a claim. The partiesshall select an arbitrator by mutual agreement from a panel of arbitratorsproposed by Jams/Endispute, Inc. The panel shall consist of former judgesexperienced in arbitrating employment disputes. If the parties are unable toagree on an arbitrator, Jams/Endispute, Inc. shall select an arbitrator inaccordance with its procedures.
     The parties shall exchange documents relevant to the claims alleged, butshall undertake no additional discovery. The parties may submit pre-hearingbriefs only. The arbitration proceeding shall not be transcribed or otherwiserecorded. The arbitrator shall render an award within seven days of completionof the hearing. Both parties agree that the arbitrator’s award shall be finaland binding, and the parties waive any right to appeal.
     18. **Severability:**Whenever possible, each provision of this Agreementwill be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Agreement is held to be prohibitedby or invalid under applicable law, such provision will be ineffective only tothe extent of such prohibition or invalidity, without invalidating theremainder of such provision or the remaining provisions of this Agreement.
     19. Employee acknowledges that he has read, understood and accepts theprovisions of this Agreement.     Technology Solutions Company Stephen B. Oresman     By:      /s/Timothy P. Dimond      /s/ Stephen B. Oresman         Position: Sr. Vice President and CFO       Date: May 6, 2004 Date: May 6, 2004
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**EXHIBIT A**
EMPLOYEE: Stephen B. Oresman
POSITION: Chairman of the Board and Employee
BASE SALARY: $125 thousand per annum
EFFECTIVE DATE: May 6, 2004          /s/ Stephen B. Oresman   Employee         May 6, 2004 Date          /s/Timothy P. Dimond   Technology Solutions Company         May 6, 2004 Date
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