Filed by Bowne Pure Compliance



 





Exhibit 10.1




Chairman of the Board Bonus Compensation Plan




The purpose of the Chairman of the Board Bonus Compensation Plan (the “Plan”) is to acknowledge and
compensate the Chairman of the Board for the contributions that he makes both to the Board and the
overall performance of Technology Solutions Company (the “Company”). The Plan becomes effective
upon approval by the Compensation Committee on the date indicated in the approval section below.




	 	1.	 	Bonus Compensation Award Dates:

	 
	 	 	 	March 15, 2008

March 15, 2009

	 
	 	2.	 	Performance Bonus Units Per Award Date:

	 
	 	 	 	March 15, 2008:      5,625 Performance Bonus Units

March 15, 2009:      5,625 Performance Bonus Units

	 
	 	3.	 	Performance Multiplier:







	 	 	 	 	 
	Bonus	 	Performance Rating	 	Performance Multiplier
	 
	 	Substandard Performance
	 	0%
	 
	 	Satisfactory Performance
	 	100%
	 
	 	Exceptional Performance
	 	150%






Compensation Award Calculation Example:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Bonus	 
	 	 	Performance	 	 	 	 	 	 	Performance	 	 	Compensation	 
	Award Date	 	Bonus Units	 	 	Stock Price	 	 	Multiplier	 	 	Award Payment	 
	March 15, 2008
	 	 	5,625	 	 	$	5.25	 	 	 	100	%	 	$	29,531.25	 






Terms and Conditions:





	 	1.	 	A bonus compensation award is considered earned and payable on the bonus compensation
award dates outlined above.

	 
	 	2.	 	The closing stock price on the compensation award dates outlined above will be used to
calculate the bonus compensation award.

	 
	 	3.	 	The performance multipliers for the compensation bonus award will be determined
collectively by the Governance Committee based on the Chairman of the Board’s performance
in his role as Chairman and Technology Solutions Company financial performance, and will be
applied accordingly to the bonus award compensation calculation.





 


 









 





	 	4.	 	The Compensation Committee will draft, define and document the performance criteria
used to determine the overall Performance Rating and, thus Performance Multiplier, will be
used to calculate the bonus compensation award.

	 
	 	5.	 	In the event of a stock split, the Performance Bonus Units will be treated similarly to
a share of stock and the amount will be adjusted accordingly.

	 
	 	6.	 	Notwithstanding any terms or conditions to the contrary, to the extent that a bonus
compensation award remains outstanding upon a Change in Control, as defined in the
Technology Solutions Company 1996 Stock Incentive Plan, all conditions and restrictions
relating to the continued performance of services shall immediately lapse upon a Change in
Control, and the bonus compensation award shall thereupon become fully earned and payable.
In the event of a Change in Control, the Bonus Compensation Award will be calculated using
the closing stock price on the date of the Change in Control and Performance Multiplier of
Satisfactory Performance, 100%.

	 
	 	7.	 	The awards become null and void if the Chairman of the Board vacates his position for
any reason, other than a Change in Control as outlined above, prior to the bonus
compensation award date.

	 
	 	8.	 	Changes and/or amendments to the Chairman of the Board Bonus Compensation plan can only
be made and approved by the Compensation Committee.