##### 



EXHIBIT 10.2
 EMPLOYMENT AGREEMENT
   Employment Duties
 Salary
 Bonus
 Employee Benefits




---



##### 



Business Expenses
 Non-Disclosure and Non-Competition
   -2-




---



##### 



Remedies
 -3-




---



##### 



Intellectual Property
   -4-




---



##### 



Costs and Expenses of Enforcement
 Indemnity
 Assignment
 Notices
 Entire Agreement
 -5-




---



##### 



Applicable Law
 Severability
 Waiver
 No Term of Employment
 -6-




---



##### 



Acknowledgment
 EMPLOYEE/s/ Karl E. BuppKarl BuppDIAMOND TECHNOLOGY PARTNERS, INC.By:
    
    /s/ Melvyn E. BergsteinMelvyn E. Bergstein
 -7-




---



##### 



EXHIBIT A
 TO
 EMPLOYMENT AGREEMENT
  -8-




---



##### 



AMENDMENT TO EMPLOYMENT AGREEMENT
BY AND BETWEEN
DIAMOND TECHNOLOGY PARTNERS, INC.
AND EMPLOYEE
   1.
    
    Paragraph 10 of the Agreement, entitled Indemnity is hereby stricken
and the following language is hereby substituted in its stead:Indemnity. Provided that Employee performs all of his duties and
obligations under this Agreement, Diamond Technology agrees to defend, indemnify and
hold Employee harmless from and against all damages, liability and expenses,
including reasonable attorneys fees, arising as a result of: (a) claims brought
against Employee by his/her latest Employer preceding his/her employment with
Diamond Technology (Previous Employer) (i) alleging any breach, for the benefit of
Diamond Technology, of Employees obligations to the Previous Employer with respect
to Confidential Information of the Previous Employer; (ii) based upon Diamond
Technologys hiring of Employee; or (iii) that are deemed by Diamond Technology, in
its sole discretion, to be frivolous or harassing; or (b) claims brought by any
client of Diamond Technology alleging the breach of any duty owed by Diamond
Technology or Employee to such client. Notwithstanding the foregoing, Diamond
Technology shall have no indemnification obligations: (x) under clause (a) of the
preceding sentence of this Paragraph 10, or otherwise, in respect of any willful or
intentional misconduct or breach of the Employees obligations to the Previous
Employer with respect to Confidential Information of the Previous Employer; or (y)
under clause (b) of the preceding sentence of this Paragraph 10, or otherwise, in
respect of any willful or intentional misconduct or breach by the Employee of the
Employees obligations to Diamond Technology; or (z) arising from or relating to any
Employee action that is outside the scope of his/her employment.




---



##### 



Acknowledgement
  EMPLOYEE/s/ Karl E. BuppKarl E. BuppDIAMOND TECHNOLOGY PARTNERS, INC.By:
    
    /s/ Melvyn E. BergsteinMelvyn E. Bergstein




---



##### 



AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
BY AND BETWEEN
DIAMOND TECHNOLOGY PARTNERS, INC.
AND EMPLOYEE
    Charitable Contributions




---



##### 



Acknowledgement
  EMPLOYEE/s/ Karl E. BuppDIAMOND TECHNOLOGY PARTNERS, INC.By:

    /s/ Melvyn E. BergsteinMelvyn E. Bergstein
 -2-




---



##### 



THIRD AMENDMENT TO
DIAMOND TECHNOLOGY PARTNERS, INC.
PARTNERS OPERATING AGREEMENT
      (a)
    
    The Partners other than the departing Partner (the Remaining Partners) shall have the
exclusive right to accept the offer and to purchase all (but not less than all) of the offered
Stock. The offer may be accepted by all or by fewer than all of the Remaining Partners, pro
rata (based on their respective holdings of Stock) or
non-pro rata, but it may not be
accepted unless at least a majority of Remaining Partners have agreed that all or any of the
Remaining Partners shall be permitted to purchase the offered Stock; the
Remaining Partners shall vote on the matter within
 -1-




---



##### 



five (5) days of the date of the notice from the CEO informing them of their right to purchase the
offered Stock. If the Remaining Partners so determine that all or any of the Remaining Partners
shall be permitted to purchase the offered Stock, then such Stock shall be offered to the Remaining
Partners in the following manner:
 (i)
    
    Within five (5) days of the vote of the Remaining Partners, any Remaining Partners
desiring to purchase any of the offered Stock shall notify the CEO of the number of shares he or
she has elected to purchase and the CEO shall promptly notify all of the Partners of such
elections.(ii)
    
    If greater than all of the offered Stock is subscribed for, then each
Remaining Partner who subscribed for shares may only purchase his or
her pro rata share of
the offered Stock based on the then current holdings of each such Remaining Partner, or as
otherwise agreed upon by such Partners.(iii)
    
    If less than all of the offered Stock is subscribed for, then each Remaining Partner who
subscribed for shares, may purchase his or her pro rata share of the unsubscribed shares
based on the then current holdings of each such Remaining Partner, or as otherwise agreed upon by
such Partners.(iv)
    
    If all of the offered Stock is not subscribed for, then the Remaining
Partners shall be deemed to have declined to purchase the offered Stock. If all of the offered
Stock is subscribed for, then at least a majority of the Remaining Partners must approve who the
purchasers shall be and the allocation of the offered Stock among them and notify the CEO of the
same within the appropriate time period for the CEO to respond to the offering Partner. In the
event the approval required by the preceding sentence is not obtained, then the Remaining Partners
shall be deemed to have declined to purchase the offered Stock.
   -2-




---



##### 



(c)
    
    The Other Partners shall have the exclusive first right to accept the offer and to
purchase all (but not less than all) of the Offered Securities. The offer may be accepted by all or
fewer than all of the Other Partners, pro rata (based on their respective holdings of
Stock) or non-pro rata, but it may not be accepted unless at least a majority of the Other
Partners have agreed that all or any of the Other Partners shall be permitted to purchase the
Offered Securities; the Other Partners shall vote on the matter within five (5) days of the date of
the notice from the CEO informing them of their right to purchase the Offered Securities. If the
Other Partners so determine that all or any of the Other Partners shall be permitted to purchase
the Offered Securities, then such shares shall be offered to such Partners in the following manner:
 (i)
    
    Within five (5) days of the vote of the Other Partners, any of the Other
Partners desiring to purchase any of the Offered Securities shall notify the CEO of the number of
shares he or she has elected to purchase and the CEO shall promptly notify all of the Other
Partners of such elections.(ii)
    
    If greater than all of the Offered Securities is subscribed for, then each
Other Partner who subscribed for shares may only purchase his or her pro rata share of the
Offered Securities based on the then current holdings of each such Other Partners, or as otherwise
agreed upon by such Partners.(iii)
    
    If less than all of the Offered Securities is subscribed for, then each Other Partner who
subscribed for shares, may purchase his or her pro rata share of the unsubscribed shares
based on the then current holdings of each such Other Partner, or as otherwise agreed upon by such
Partners(iv)
    
    If all of the Offered Securities are not subscribed for, then the Other Partners shall be
deemed to have declined to purchase the Offered Securities. In the event that all of the Offered
Securities are subscribed for, then at least a majority of the Other Partners must approve who the
purchasers shall be and the allocation of the Offered Securities among them and notify the CEO of
the same within the appropriate time period for the CEO to respond to the Prospective Transferor.
In the event the approval required by the preceding sentence is not obtained, then the other
Partners shall be deemed to have declined to purchase the Offered Securities.
 pro rata
 -3-




---



##### 



DIAMOND TECHNOLOGY PARTNERS, INCPROXY HOLDER:/s/ Melvyn E. Bergstein
    
    By:Melvyn E. BergsteinPARTNERS:/s/ Karl E. BuppKarl E. Bupp
 -4-




---



##### 



EMPLOYMENT AGREEMENT
   Employment Duties
 Salary
 Bonus
 Employee Benefits




---



##### 



Business Expenses
 Non-Disclosure and Non-Competition
   -2-




---



##### 



Remedies
 -3-




---



##### 



Intellectual Property
   -4-




---



##### 



Costs and Expenses of Enforcement
 Indemnity
 Assignment
 Notices
 Entire Agreement
 -5-




---



##### 



Applicable Law
 Severability
 Waiver
 No Term of Employment
 -6-




---



##### 



Acknowledgment
 EMPLOYEE/s/ Adam J. GutsteinAdam J. GutsteinDIAMOND TECHNOLOGY PARTNERS, INC.By:
    
    /s/ Melvyn E. BergsteinMelvyn E. Bergstein
 -7-




---



##### 



EXHIBIT A
 TO
 EMPLOYMENT AGREEMENT
  -8-




---



##### 



AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT
BY AND BETWEEN
DIAMOND TECHNOLOGY PARTNERS, INC.
AND EMPLOYEE
    Charitable Contributions




---



##### 



Acknowledgement
  EMPLOYEE/s/ Adam J. GutsteinAdam J. GutsteinDIAMOND TECHNOLOGY PARTNERS, INC.By:
    
    /s/ Melvyn E. BergsteinMelvyn E. Bergstein
 -2-




---



##### 



AMENDMENT TO EMPLOYMENT AGREEMENT
BY AND BETWEEN
DIAMOND TECHNOLOGY PARTNERS, INC.
AND EMPLOYEE
   1.
    
    Paragraph 10 of the Agreement, entitled Indemnity is hereby stricken
and the following language is hereby substituted in its stead:Indemnity. Provided that Employee performs all of his duties and
obligations under this Agreement, Diamond Technology agrees to defend, indemnify and
hold Employee harmless from and against all damages, liability and expenses,
including reasonable attorneys fees, arising as a result of: (a) claims brought
against Employee by his/her latest Employer preceding his/her employment with
Diamond Technology (Previous Employer) (i) alleging any breach, for the benefit of
Diamond Technology, of Employees obligations to the Previous Employer with respect
to Confidential Information of the Previous Employer; (ii) based upon Diamond
Technologys hiring of Employee; or (iii) that are deemed by Diamond Technology, in
its sole discretion, to be frivolous or harassing; or (b) claims brought by any
client of Diamond Technology alleging the breach of any duty owed by Diamond
Technology or Employee to such client. Notwithstanding the foregoing, Diamond
Technology shall have no indemnification obligations: (x) under clause (a) of the
preceding sentence of this Paragraph 10, or otherwise, in respect of any willful or
intentional misconduct or breach of the Employees obligations to the Previous
Employer with respect to Confidential Information of the Previous Employer; or (y)
under clause (b) of the preceding sentence of this Paragraph 10, or otherwise, in
respect of any willful or intentional misconduct or breach by the Employee of the
Employees obligations to Diamond Technology; or (z) arising from or relating to any
Employee action that is outside the scope of his/her employment.




---



##### 



Acknowledgement
  EMPLOYEE/s/ Adam J. GutsteinAdam J. GutsteinDIAMOND TECHNOLOGY PARTNERS, INC.By:
    
    /s/ Melvyn E. BergsteinMelvyn E. Bergstein




---



##### 



(DIAMONDCLUSTER LOGO)
    
    DiamondCluster International North America, Inc.
Partner Employment Agreement
  1
    
    Incorporation of Offer Letter
 nd
 2
    
    Employment Duties2.1.
    
    Commencing as of the Effective Date, or another mutually agreed date, Employer agrees to
employ Employee, and Employee agrees to be employed, as a Partner with the responsibilities,
duties and authority of an executive employee together with such other duties and
responsibilities assigned by Employers management (Management). At the direction of
Management Employee will also participate in the administration and execution of the policies,
business affairs and operations of Employer. Employee will perform faithfully these duties and
responsibilities and devote undivided time and attention to the business of Employer.2.2
    
    As of the Effective Date, Employee will be elected a vice president of each of Employer and
of its sole stockholder, DiamondCluster International, Inc., a Delaware corporation.3
    
    Business Expenses3.1
    
    Employer will reimburse Employee for all reasonable and necessary (as determined in
Employers sole judgment) business expenses incurred in the performance of Employees duties
provided such expenses are (i) within the parameters of the Employers Expense Reimbursement
Policy as in effect from time to time, (ii) purchased using the Employees corporate credit
card if an airfare, hotel or car rental expense, and (iii) supported by documentation
sufficient to satisfy Employers and the Internal Revenue Services reporting requirements.3.2
    
    Employer shall have the right to deduct from future amounts due Employee (including
Employees base compensation) any amount reimbursed Employee which Employers internal audit
function determines is not in compliance with Employers Policy or supported by sufficient
documentation.4
    
    Non-Disclosure and Non-Competition4.1
    
    Employee acknowledges that the successful marketing and development of Employers
professional services and products requires substantial time and expense. Such efforts
utilize and generate valuable confidential and proprietary information, of which Employee will
obtain knowledge. Confidential Information means any information that Employer considers to
be proprietary and treats as confidential, including third-party information that Employer is
obligated to keep confidential, and includes without limitation: inventions, products,
business strategies, plans, proposals, deliverables, prospect and




---



##### 



client lists, methodologies, training materials, computer software, documents, models,
source code, designs, know how, techniques, systems, processes, works of authorship,
projects, plans, and flow charts, and listings of any or all of the foregoing. All
Confidential Information is and will at all times remain the exclusive property of Employer.
Confidential Information does not include: (i) information that at the time of disclosure
is in the public domain through no fault of Employees; (ii) information disclosed by a
third party without breach of a confidentiality obligation; (iii) information approved for
release by written authorization of Employer; or (iv) information required by law or an
order of any court, agency or proceeding to be disclosed.4.2
    
    Employee agrees to undertake the following obligations, which Employee acknowledges to be
reasonably designed to protect Employers legitimate business interests without unnecessarily
or unreasonably restricting Employees post-employment opportunities.
 4.2.1
    
    Employee will not at any time during or following termination of employment
with Employer disclose Confidential Information to any corporation, partnership, trust
or natural person (collectively person) except to the extent required in the ordinary
course of performing Employees duties and responsibilities. Employee will keep secret
and take all necessary precautions against disclosure of Confidential Information and
will not use or attempt to use Confidential Information in any manner that may cause or
be calculated to cause injury or loss directly or indirectly to Employer.4.2.2
    
    Employee will not take or use, or permit to be taken or used, any notes,
memoranda, reports, lists, records, drawings, sketches, specifications, software
programs, data, documentation or other materials of any nature relating to any matter
within the scope of Employers business or concerning any of its dealings or affairs
otherwise than for the benefit of Employer.4.2.3
    
    Upon termination of Employees employment for any reason, Employee will
deliver to Employer all Confidential Information and other materials then in Employees
possession including without limitation computer programs, files, notes, records,
memoranda, reports, lists, drawings, sketches, specifications, data, charts and all
other documents, materials and things (Materials), whether or not containing
Confidential Information, provided to or prepared by Employee in connection with
Employees employment by Employer, it being agreed that all Materials will be and
remain the sole and exclusive property of Employer.4.2.4
    
    Without limiting Employees obligations pursuant to Section 4.2.3, Employee
agrees that while employed by Employer and for a period of eighteen months following
termination of employment, Employee will not, whether alone or as owner, partner,
officer, director, consultant, agent, employee independent contractor or stockholder of
any firm, corporation or other commercial enterprise, directly or indirectly solicit
engagements with (i) any client of Employer for whom Employer performed services within
the one year period preceding termination of employment, or (ii) any current client
prospect of Employer for whom Employee directly or indirectly assisted in the
preparation or submission of a proposal made by Employer to such client prospect during
the one year period preceding termination of employment, unless Employer acknowledges
in writing its intent not to pursue further such client prospect.
 -2-




---



##### 



4.2.5
    
    Ownership by Employee of up to and including 5% of any class of securities of
any public or non-public person will not be considered to be in competition with
Employer.4.2.6
    
    During Employees employment with Employer and for a period of 18 months
thereafter, Employee will not, directly or indirectly, solicit or hire any employee of
Employer to work for any person other than Employer or engage in any activity that
would cause any employee to violate any agreement with Employer, or dissuade, or
attempt to dissuade, any such employee from faithfully discharging such employees
contractual and fiduciary obligations to serve Employers interests with undivided
loyalty.
 4.3
    
    At no time during Employees employment with Employer will Employee directly or indirectly
disclose or use the confidential or proprietary information of a third party without such
partys prior written consent. In particular, Employee will not:
 4.3.1
    
    Disclose or use any confidential or proprietary information of his or her
prior employer(s) or such employers clients or customers without prior written
consent.
 4.3.2
    
    Use any illegal means to acquire a third-partys confidential or proprietary
information.For purposes of this Section 4, the term Employer will include all affiliates of Employer
including its shareholder(s), subsidiaries and any other entities that control, are
controlled by or are under common control of Employer.
 5
    
    Remedies
  6
    
    Intellectual Property6.1
    
    Employee will disclose immediately to Employer all ideas, inventions and business plans made,
conceived, discovered or developed during the course of Employees employment with Employer
including without limitation all inventions, modifications, discoveries, developments,
improvements, computer programs, processes, products or procedures whether or not protectable
upon application by copyright, patent, trademark, trade secret or other proprietary rights
(Work Product) that:
 6.1.1
    
    relate to the business of Employer or any of its clients or suppliers or any
product or service being developed, manufactured, sold or otherwise provided by
Employer or that may be used in relation therewith; or
 6.1.2
    
    result from tasks assigned to Employee by Employer; or
 -3-




---



##### 



6.1.3
    
    result from the use of the premises or personal property (whether tangible or
intangible) owned, leased or contracted for by Employer.Employee agrees that Work Product will be the property of Employer and, if subject to
copyright, will be considered a work made for hire within the meaning of the Copyright Act
of 1976, as amended (the Act). If and to the extent that any Work Product is found as a
matter of law not to be a work made for hire within the meaning of the Act, Employee
expressly assigns to Employer all right, title and interest in and to the Work Product and
all copies thereof, together with all copyright, patent, trademark, trade secret and other
proprietary rights in the Work Product, without further consideration, free from any claim,
lien for balance due or rights of retention thereto on the part of Employee.
 6.2
    
    In accordance with the Illinois Employee Patent Act, Employer hereby notifies Employee that
the provisions of Section 6.1 do not apply to any inventions for which no equipment, supplies,
facility or trade secret information of Employer was used and which was developed entirely on
the Employees own time unless: (i) the invention relates to Employers business or its actual
or demonstrably anticipated research or development, or (ii) the invention results from any
work performed by the Employee for Employer.
 6.3
    
    Employee agrees that Work Product will be the property of Employer and, if subject to
copyright, will be considered a work made for hire within the meaning of the Copyright Act
of 1976, as amended (the Act). If and to the extent that any Work Product is found as a
matter of law not to be a work made for hire within the meaning of the Act, Employee
expressly assigns to Employer all right, title and interest in and to the Work Product and all
copies thereof, together with all copyright, patent, trademark, trade secret and other
proprietary rights in the Work Product, without further consideration, free from any claim,
lien for balance due or rights of retention thereto on the part of Employee.
 6.4
    
    In the event that Employer is unable, after reasonable effort, to secure Employees signature
on any letters patent, copyright or other analogous protection relating to Work Product,
whether because of Employees physical or mental incapacity or for any other reason
whatsoever, Employee hereby irrevocably designates and appoints Employer and its duly
authorized officers and agents as Employees agent and attorney-in-fact to act for and on
Employees behalf to execute and file any such application or applications and to do all other
lawfully permitted acts to further the prosecution and issuance of letters patent, copyright
and other analogous protection with the same legal force and effect as if personally executed
by Employee.
 7
    
    Employers Property
  -4-




---



##### 



8
    
    Costs and Expenses of Enforcement
  9
    
    Indemnity9.1
    
    Provided that Employee is not in breach of any duties or obligation under this Agreement,
Employer will indemnify, defend and hold Employee harmless from and against all damages,
liability and expenses (including reasonable attorneys fees) arising as a result of
 9.1.1
    
    claims brought by the employer by which Employee was employed immediately
preceding Employees employment by Employer (Previous Employer) (i) alleging any
breach, for the benefit of Employer, of Employees obligations to the Previous Employer
with respect to Confidential Information of the Previous Employer or (i) based upon
Employers employment of Employee; or9.1.2
    
    claims that are deemed by Employer (in its sole discretion) to be frivolous or
harassing; or9.1.3
    
    claims brought by any client of Employer alleging the breach of any duty owed
by Employer or Employee to such client.
 9.2
    
    Notwithstanding the foregoing, Employer will have no indemnification obligation:
 9.2.1
    
    under Section 9.1.1 arising from or relating to any willful or intentional
misconduct or breach of Employees obligation to the Previous Employer with respect to
Confidential Information of the Previous Employer; or9.2.2
    
    under Section 9.1.3 arising from or relating to Employees willful or
intentional misconduct or breach of Employees obligations to Employer; or9.2.3
    
    arising from or relating to any act of Employee outside the scope of
Employees employment.
 10
    
    Assignment
  11
    
    Notices
  -5-




---



##### 



12
    
    Entire Agreement
 12.1
    
    This Agreement constitutes the entire agreement between Employer and Employee with respect to
the subject matter hereof and supersedes any and all other prior or contemporary oral or
written representations or agreements.
 12.2
    
    Notwithstanding the foregoing, the parties acknowledge and agree that the Partners Operating
Agreement governs the relationships among all employees of Employer designated as Partner,
including certain matters relating to compensation and to the payment of the deferred portion
of base compensation.
 12.3
    
    No waiver or amendment of this Agreement shall be effective unless in writing and executed by
both parties. Employees obligations under this Agreement will survive termination of
employment for any reason and will be binding on Employees heirs, executors, administrators
and legal representatives.
 13
    
    Applicable Law
  14
    
    Severability
  14.1
    
    the type and periods of restriction imposed by the provisions of this Agreement are fair,
reasonable and reasonably required for the protection of Employer and the goodwill associated
with its business;
 14.2
    
    each provision is a separate and independent clause, and the unenforceability of any one
clause will in no way impair the enforceability of any of the other clauses;
 14.3
    
    if any provision contained in this Agreement is for any reason held to be prohibited by, or
invalid under, applicable law, or to be excessively broad as to scope, activity or subject so
as to be unenforceable at law, such provision will be construed to be ineffective only to the
extent of such prohibition without invalidating the remainder of such provision or the
remaining provisions of this Agreement or, in the case of a provision found to be excessively
broad, by limiting and reducing such provision so as to permit such
provision to be enforceable to the maximum extent compatible with the applicable law as it will then
appear.
 -6-




---



##### 



15
    
    No Term of Employment
  16
    
    Charitable Contributions
 16.1
    
    During each calendar year Employee will contribute not less than 2% of Employees gross base
compensation calendar year to charities approved by the Management Committee (as defined in
the Partners Operating Agreement). All such contributions will be made pursuant to policies
established from time to time by the Management Committee. Employee authorizes Employer to
make any deductions including without limitation periodic deductions from base compensation
payable to Employee in accordance with such policies.
 16.2
    
    The Management Committee will publish a list of approved charities from time to time.
Employee may request approval of not-previously approved charities by notice to the Management
Committee received not less than 30 days prior to the end of the calendar year.
 16.3
    
    Employer will match in an amount up to 2% of Employees gross base compensation the amount of
contributions made by or directed to be made on behalf of Employee to colleges or universities
at which Employer recruits or intends to recruit for new employees. The Management Committee
will publish a list of such colleges and universities. Notwithstanding the foregoing, in its
sole discretion Employer may limit or eliminate the matching contribution at any time.
 17
    
    Acknowledgment
  DiamondCluster International
North America, Inc.
 By
    
    /s/ Melvyn E. Bergstein
    
    /s/ Jay D. NormanMelvyn E. BergsteinChairman and CEO
    
    Jay D. NormanJanuary 21st, 2003
    
    Date 1/2/2003
 -7-




---



##### 



(DIAMONDCLUSTER LOGO)
    
    DiamondCluster International North America, Inc.
Partner Employment Agreement
  1
    
    Incorporation of Offer Letter
 th
 2
    
    Employment Duties
 2.1.
    
    Commencing as of the Effective Date, or another mutually agreed date, Employer agrees to
employ Employee, and Employee agrees to be employed, as a Partner with the responsibilities,
duties and authority of an executive employee together with such other duties and
responsibilities assigned by Employers management (Management). At the direction of
Management Employee will also participate in the administration and execution of the policies,
business affairs and operations of Employer. Employee will perform faithfully these duties and
responsibilities and devote undivided time and attention to the business of Employer.
 2.2
    
    As of the Effective Date, Employee will be elected a vice president of each of Employer and
of its sole stockholder, DiamondCluster International, Inc., a Delaware corporation.
 3
    
    Business Expenses
 3.1
    
    Employer will reimburse Employee for all reasonable and necessary (as determined in
Employers sole judgment) business expenses incurred in the performance of Employees duties
provided such expenses are (i) within the parameters of the Employers Expense Reimbursement
Policy as in effect from time to time, (ii) purchased using the Employees corporate credit
card if an airfare, hotel or car rental expense, and (iii) supported by documentation
sufficient to satisfy Employers and the Internal Revenue Services reporting requirements.
 3.2
    
    Employer shall have the right to deduct from future amounts due Employee (including
Employees base compensation) any amount reimbursed Employee which Employers internal audit
function determines is not in compliance with Employers Policy or supported by sufficient
documentation.
 4
    
    Non-Disclosure and Non-Competition
 4.1
    
    Employee acknowledges that the successful marketing and development of Employers
professional services and products requires substantial time and expense. Such efforts
utilize and generate valuable confidential and proprietary information, of which Employee will
obtain knowledge. Confidential Information means any information that Employer considers to
be proprietary and treats as confidential, including third-party information that Employer is
obligated to keep confidential, and includes without limitation: inventions, products,
business strategies, plans, proposals, deliverables, prospect and




---



##### 



client lists, methodologies, training materials, computer software, documents, models,
source code, designs, know how, techniques, systems, processes, works of authorship,
projects, plans, and flow charts, and listings of any or all of the foregoing. All
Confidential Information is and will at all times remain the exclusive property of Employer.
Confidential Information does not include: (i) information that at the time of disclosure
is in the public domain through no fault of Employees; (ii) information disclosed by a
third party without breach of a confidentiality obligation; (iii) information approved for
release by written authorization of Employer; or (iv) information required by law or an
order of any court, agency or proceeding to be disclosed.
 4.2
    
    Employee agrees to undertake the following obligations, which Employee acknowledges to be
reasonably designed to protect Employers legitimate business interests without unnecessarily
or unreasonably restricting Employees post-employment opportunities.
 4.2.1
    
    Employee will not at any time during or following termination of employment
with Employer disclose Confidential Information to any corporation, partnership, trust
or natural person (collectively person) except to the extent required in the ordinary
course of performing Employees duties and responsibilities. Employee will keep secret
and take all necessary precautions against disclosure of Confidential Information and
will not use or attempt to use Confidential Information in any manner that may cause or
be calculated to cause injury or loss directly or indirectly to Employer.4.2.2
    
    Employee will not take or use, or permit to be taken or used, any notes,
memoranda, reports, lists, records, drawings, sketches, specifications, software
programs, data, documentation or other materials of any nature relating to any matter
within the scope of Employers business or concerning any of its dealings or affairs
otherwise than for the benefit of Employer.4.2.3
    
    Upon termination of Employees employment for any reason, Employee will
deliver to Employer all Confidential Information and other materials then in Employees
possession including without limitation computer programs, files, notes, records,
memoranda, reports, lists, drawings, sketches, specifications, data, charts and all
other documents, materials and things (Materials), whether or not containing
Confidential Information, provided to or prepared by Employee in connection with
Employees employment by Employer, it being agreed that all Materials will be and
remain the sole and exclusive property of Employer.4.2.4
    
    Without limiting Employees obligations pursuant to Section 4.2.3, Employee
agrees that while employed by Employer and for a period of eighteen months following
termination of employment, Employee will not, whether alone or as owner, partner,
officer, director, consultant, agent, employee independent contractor or stockholder of
any firm, corporation or other commercial enterprise, directly or indirectly solicit
engagements with (i) any client of Employer for whom Employer performed services within
the one year period preceding termination of employment, or (ii) any current client
prospect of Employer for whom Employee directly or indirectly assisted in the
preparation or submission of a proposal made by Employer to such client prospect during
the one year period preceding termination of employment, unless Employer acknowledges
in writing its intent not to pursue further such client prospect.
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4.2.5
    
    Ownership by Employee of up to and including 5% of any class of securities of
any public or non-public person will not be considered to be in competition with
Employer.4.2.6
    
    During Employees employment with Employer and for a period of 18 months
thereafter, Employee will not, directly or indirectly, solicit or hire any employee of
Employer to work for any person other than Employer or engage in any activity that
would cause any employee to violate any agreement with Employer, or dissuade, or
attempt to dissuade, any such employee from faithfully discharging such employees
contractual and fiduciary obligations to serve Employers interests with undivided
loyalty.
 4.3
    
    At no time during Employees employment with Employer will Employee directly or indirectly
disclose or use the confidential or proprietary information of a third party without such
partys prior written consent. In particular, Employee will not:
 4.3.1
    
    Disclose or use any confidential or proprietary information of his or her
prior employer(s) or such employers clients or customers without prior written
consent.4.3.2
    
    Use any illegal means to acquire a third-partys confidential or proprietary
information.For purposes of this Section 4, the term Employer will include all affiliates of Employer
including its shareholder(s), subsidiaries and any other entities that control, are
controlled by or are under common control of Employer.
 5
    
    Remedies
  6
    
    Intellectual Property
 6.1
    
    Employee will disclose immediately to Employer all ideas, inventions and business plans made,
conceived, discovered or developed during the course of Employees employment with Employer
including without limitation all inventions, modifications, discoveries, developments,
improvements, computer programs, processes, products or procedures whether or not protectable
upon application by copyright, patent, trademark, trade secret or other proprietary rights
(Work Product) that:
 6.1.1
    
    relate to the business of Employer or any of its clients or suppliers or any
product or service being developed, manufactured, sold or otherwise provided by
Employer or that may be used in relation therewith; or6.1.2
    
    result from tasks assigned to Employee by Employer; or
 -3-




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6.1.3
    
    result from the use of the premises or personal property (whether tangible or
intangible) owned, leased or contracted for by Employer.Employee agrees that Work Product will be the property of Employer and, if subject to
copyright, will be considered a work made for hire within the meaning of the Copyright Act
of 1976, as amended (the Act). If and to the extent that any Work Product is found as a
matter of law not to be a work made for hire within the meaning of the Act, Employee
expressly assigns to Employer all right, title and interest in and to the Work Product and
all copies thereof, together with all copyright, patent, trademark, trade secret and other
proprietary rights in the Work Product, without further consideration, free from any claim,
lien for balance due or rights of retention thereto on the part of Employee.
 6.2
    
    In accordance with the Illinois Employee Patent Act, Employer hereby notifies Employee that
the provisions of Section 6.1 do not apply to any inventions for which no equipment, supplies,
facility or trade secret information of Employer was used and which was developed entirely on
the Employees own time unless: (i) the invention relates to Employers business or its actual
or demonstrably anticipated research or development, or (ii) the invention results from any
work performed by the Employee for Employer.
 6.3
    
    Employee agrees that Work Product will be the property of Employer and, if subject to
copyright, will be considered a work made for hire within the meaning of the Copyright Act
of 1976, as amended (the Act). If and to the extent that any Work Product is found as a
matter of law not to be a work made for hire within the meaning of the Act, Employee
expressly assigns to Employer all right, title and interest in and to the Work Product and all
copies thereof, together with all copyright, patent, trademark, trade secret and other
proprietary rights in the Work Product, without further consideration, free from any claim,
lien for balance due or rights of retention thereto on the part of Employee.
 6.4
    
    In the event that Employer is unable, after reasonable effort, to secure Employees signature
on any letters patent, copyright or other analogous protection relating to Work Product,
whether because of Employees physical or mental incapacity or for any other reason
whatsoever, Employee hereby irrevocably designates and appoints Employer and its duly
authorized officers and agents as Employees agent and attorney-in-fact to act for and on
Employees behalf to execute and file any such application or applications and to do all other
lawfully permitted acts to further the prosecution and issuance of letters patent, copyright
and other analogous protection with the same legal force and effect as if personally executed
by Employee.
 7
    
    Employers Property
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8
    
    Costs and Expenses of Enforcement
  9
    
    Indemnity
 9.1
    
    Provided that Employee is not in breach of any duties or obligation under this Agreement,
Employer will indemnify, defend and hold Employee harmless from and against all damages,
liability and expenses (including reasonable attorneys fees) arising as a result of
 9.1.1
    
    claims brought by the employer by which Employee was employed immediately
preceding Employees employment by Employer (Previous Employer) (i) alleging any
breach, for the benefit of Employer, of Employees obligations to the Previous Employer
with respect to Confidential Information of the Previous Employer or (i) based upon
Employers employment of Employee; or9.1.2
    
    claims that are deemed by Employer (in its sole discretion) to be frivolous or
harassing; or9.1.3
    
    claims brought by any client of Employer alleging the breach of any duty owed
by Employer or Employee to such client.
 9.2
    
    Notwithstanding the foregoing, Employer will have no indemnification obligation:
 9.2.1
    
    under Section 9.1.1 arising from or relating to any willful or intentional
misconduct or breach of Employees obligation to the Previous Employer with respect to
Confidential Information of the Previous Employer; or9.2.2
    
    under Section 9.1.3 arising from or relating to Employees willful or
intentional misconduct or breach of Employees obligations to Employer; or9.2.3
    
    arising from or relating to any act of Employee outside the scope of
Employees employment.
 10
    
    Assignment
  11
    
    Notices
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12
    
    Entire Agreement
 12.1
    
    This Agreement constitutes the entire agreement between Employer and Employee with respect to
the subject matter hereof and supersedes any and all other prior or contemporary oral or
written representations or agreements.
 12.2
    
    Notwithstanding the foregoing, the parties acknowledge and agree that the Partners Operating
Agreement governs the relationships among all employees of Employer designated as Partner,
including certain matters relating to compensation and to the payment of the deferred portion
of base compensation.
 12.3
    
    No waiver or amendment of this Agreement shall be effective unless in writing and executed by
both parties. Employees obligations under this Agreement will survive termination of
employment for any reason and will be binding on Employees heirs, executors, administrators
and legal representatives.
 13
    
    Applicable Law
  14
    
    Severability
  14.1
    
    the type and periods of restriction imposed by the provisions of this Agreement are fair,
reasonable and reasonably required for the protection of Employer and the goodwill associated
with its business;
 14.2
    
    each provision is a separate and independent clause, and the unenforceability of any one
clause will in no way impair the enforceability of any of the other clauses;
 14.3
    
    if any provision contained in this Agreement is for any reason held to be prohibited by, or
invalid under, applicable law, or to be excessively broad as to scope, activity or subject so
as to be unenforceable at law, such provision will be construed to be ineffective only to the
extent of such prohibition without invalidating the remainder of such provision or the
remaining provisions of this Agreement or, in the case of a provision found to be excessively
broad, by limiting and reducing such provision so as to permit such
provision to be enforceable to the maximum extent compatible with the applicable law as it will then
appear.
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##### 



15
    
    No Term of Employment
  16
    
    Charitable Contributions
 16.1
    
    During each calendar year Employee will contribute not less than 2% of Employees gross base
compensation calendar year to charities approved by the Management Committee (as defined in
the Partners Operating Agreement). All such contributions will be made pursuant to policies
established from time to time by the Management Committee. Employee authorizes Employer to
make any deductions including without limitation periodic deductions from base compensation
payable to Employee in accordance with such policies.
 16.2
    
    The Management Committee will publish a list of approved charities from time to time.
Employee may request approval of not-previously approved charities by notice to the Management
Committee received not less than 30 days prior to the end of the calendar year.
 16.3
    
    Employer will match in an amount up to 2% of Employees gross base compensation the amount of
contributions made by or directed to be made on behalf of Employee to colleges or universities
at which Employer recruits or intends to recruit for new employees. The Management Committee
will publish a list of such colleges and universities. Notwithstanding the foregoing, in its
sole discretion Employer may limit or eliminate the matching contribution at any time.
 17
    
    Acknowledgment
  DiamondCluster International
North America, Inc.
 By
    
    /s/ Melvyn E. Bergstein
    
    /s/ William McClaytonMelvyn E. BergsteinChairman and CEO
    
    William McClaytonApril 11th, 2001
    
    Date 4/11/2001
 -7-