Filed by Bowne Pure Compliance



 




Exhibit 10.2




EMPLOYMENT AGREEMENT




Technology Solutions Company, a Delaware corporation doing business as TSC, and Timothy Rogers
(“Employee”) enter into this Employment Agreement (“Agreement”) as of September 24, 2007.



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 Senior Vice President — Chief Financial
Officer and Secretary. 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 terminated
pursuant to Section 3 below.



3. Termination: Notwithstanding the provisions of paragraph 2 of this Agreement, upon giving
Employee 90 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, unless
Employee is terminated for Serious Misconduct, continue Employee’s base salary and health insurance
benefits for a period of six months following the Termination Date and automatically vest his
unvested inducement stock options. 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), engaging TSC personnel on a client engagement for more than 30 days without
first securing a signed contract from the client, 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 401(k) plan, 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;



(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;


 


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(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 55 E. Monroe Street, #2600, Chicago, Illinois 60603
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.




 


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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, 680 Fifth Avenue, New York, New York 10019, 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 Cook 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.



18. Employee acknowledges that he has read, understood and accepts the provisions of this
Agreement.



	 	 	 	 	 	 	 	 	 
	Technology Solutions Company	 	Timothy Rogers  
	 
	 	 	 	 	 	 	 	 
	/s/ Milton G.
Silva-Craig	 	 	 	/s/ Timothy Rogers
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	Milton G. Silva-Craig	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Position:	 	President & CEO	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 
	Date:	 	9-23-07	 	 	 	Date:	 	9/23/07	 





 


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EXHIBIT A




	 	 	 
	EMPLOYEE:

	 	Timothy Rogers
	 
	 	 
	POSITION:

	 	Senior Vice President — Chief Financial Officer and Secretary
	 
	 	 
	BASE SALARY:

	 	$200,000
	 
	 	 
	BONUS

	 	Any bonus paid to Employee pursuant to paragraph 5 will range up
to 30% of Employee’s Base Salary, upon meeting individual and
corporate goals. Bonus awards are not guaranteed. Pursuant to TSC
policy, Employee will not be entitled to any bonus, even if
otherwise earned, if he is no longer an employee of TSC, at the
time that such bonus would otherwise have been paid.

	 
	 	 
	EFFECTIVE DATE:

	 	September 24, 2007
	 
	 	 






	 	 	 	 	 	 	 
	 	 	/s/ Timothy Rogers	 	 
	 	 	 	 	 
	 	 	Timothy Rogers	 	 
	 
	 	 	 	 	 	 
	 	 	9/23/07	 	 
	 	 	 	 	 
	 	 	Date
	 	 
	 
	 	 	 	 	 	 
	 	 	Technology Solutions Company	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Milton G. Silva-Craig	 	 
	 	 	 	 	 
	 

	 	By:
	 	Milton G. Silva-Craig,	 	 
	 

	 	 	 	President & C.E.O.	 	 
	 
	 	 	9/23/07	 	 
	 	 	 	 	 
	 	 	Date
	 	 







 


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