Retirement Agreement with William H. Haltrip



 



EXHIBIT 10.02


RETIREMENT AGREEMENT



          This Retirement Agreement (this “Agreement”) is entered into as of June
25, 2003 between Technology Solutions Company, a Delaware corporation (the
“Company”), and William H. Waltrip (the “Executive”).



          WHEREAS, the Executive currently serves as member and Chairman of, the
Board of Directors of the Company and as a director and officer of subsidiaries
of the Company; and



          WHEREAS, the Company and the Executive desire to set forth herein their
mutual agreement with respect to all matters relating to (i) the Executive’s
retirement and resignation as a director and officer of, and cessation of
employment with, the Company, (ii) the Executive’s retirement and resignation
as a director and officer of subsidiaries of the Company and (iii) the
Executive’s release of claims, all upon the terms set forth herein.



          NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the adequacy and sufficiency of which are hereby
acknowledged, the Company and the Executive hereby agree as follows:



          1.       Retirement; Termination of Employment. The Executive hereby retires
and resigns as the Chairman of the Board of Directors of the Company and as a
member of the Company’s board of directors, from all directorships and offices
of the Company’s subsidiaries and from all other positions (if any) with the
Company and its affiliates, effective as of the date hereof (the “Retirement
Date”). On the Retirement Date, the Executive shall cease to be a director,
officer and employee of, or have any other position with, the Company or its
subsidiaries or any affiliate of the Company or its subsidiaries.



          2.       Payment of Accrued Obligations. (a) The Company shall pay all Accrued
Obligations (as defined in Section 2(b) hereof) to the Executive as soon as
reasonably practicable following the Retirement Date; provided, however, that
any portion of the Accrued Obligations subject to plans or policies of the
Company shall be determined and paid in accordance with the terms of the
relevant plan or policy as applicable to the Executive.



          (b)     For purposes of this Agreement, “Accrued Obligations” shall mean, the
following:




		
	 	     (i)     the Executive’s current base salary through the Retirement Date
to the extent not theretofore paid; and
	 
	 	     (ii)    any vacation pay and expense reimbursements accrued by the
Executive as of the Retirement Date to the extent not theretofore paid.



 






 






          3.       Additional Payments and Benefits. Provided that the Executive has not
revoked the release contained in Section 9 hereof, and provided further that
the Executive complies with Section 7 hereof, the Company shall make the
payments and provide the benefits set forth in this Section 3:



          (a)     During the period commencing on the day next following the Retirement
Date and ending one year following the Retirement Date, the Company shall pay
to the Executive amounts which in the aggregate are equal to the Executive’s
current annual base salary of $285,000 per year, payable in accordance with the
Company’s regular payroll practices as then in effect;



          (b)     Each of following options to purchase shares of the Company’s Common
Stock granted to the Executive which shall be outstanding on the Retirement
Date shall expire at the close of business on the Retirement Date without
further action by the Executive or the Company and the Company shall pay to the
Executive within thirty days following the Retirement Date a aggregate cash
amount of $100,000 in consideration thereof:




	 	 	 	 	 	 	 	 	 
	 	 	Adjusted Exercise Price	 	Number of Shares
	Option Grant Date	 	(Per Share)	 	Currently Subject To Option
	
	 	
	 	

	June 19, 1996
	 	$	1.57	 	 	 	168,750	 
	June 22, 1999
	 	$	1.49	 	 	 	302,520.6	 



          Each of the following options to purchase shares of the Company’s Common
Stock granted to the Executive which shall be outstanding on the Retirement
Date shall expire at the close of business on the Retirement Date without
further action by the Executive or the Company and no payment shall be made by
the Company to the Executive in respect thereof:




	 	 	 	 	 	 	 	 	 
	 	 	Adjusted Exercise Price	 	Number of Shares
	Option Grant Date	 	(Per Share)	 	Currently Subject To Option
	
	 	
	 	

	June 30, 1997
	 	$	2.63	 	 	 	112,500	 
	June 25, 1998
	 	$	3.59	 	 	 	50,000	 
	June 28, 2000
	 	$	5.44	 	 	 	50,000	 
	February 5, 2001
	 	$	3.72	 	 	 	50,000	 



          (d)     The health insurance benefits currently being provided to the
Executive by the Company shall continue to be provided to the Executive by the
Company during the period commencing on the Retirement Date and ending one year
following the Retirement Date, subject to any modifications thereto applicable
to active employees of the Company. During such period, the Company shall
deduct from amounts payable to the Executive amounts equal to the amounts that
would have been payable by the Executive for such coverage, and at the times
such amounts would have been payable, if the Executive had continued as an
active employee of the Company.



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          4.       Retained Stock Options. Each of the following options to purchase
shares of the Company’s Common Stock granted to the Executive which shall be
outstanding on the Retirement Date: (i) shall not expire at the close of
business on the Retirement Date and (ii) may be exercised following the
Retirement Date in accordance with its terms:




	 	 	 	 	 	 	 	 	 
	 	 	Adjusted Exercise Price	 	Number of Shares
	Option Grant Date	 	(Per Share)	 	Currently Subject To Option
	
	 	
	 	

	December 24, 1992
	 	$	.72	 	 	 	40,500	 
	June 29, 1993
	 	$	.40	 	 	 	28,125	 
	June 23, 1995
	 	$	.47	 	 	 	67.500	 



          The Executive acknowledges that he does not hold any options to purchase
shares of the Company’s Common Stock other than as set forth in Section 3(b) or
this Section 4.



          5.       COBRA Coverage. Pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”), the Executive may elect to continue
coverage for the Executive and his dependents under the Company’s medical,
dental and vision insurance policies for a period of up to 18 months following
the first anniversary of the Retirement Date and the Executive shall pay all
expenses relating to such coverage in accordance with COBRA.



          6.       Federal and State Withholding. The Company shall deduct from the
amounts payable to the Executive pursuant to this Agreement the amount of all
required federal and state withholding taxes in accordance with the Executive’s
Form W-4 on file with the Company and all applicable social security taxes.



          7.       Noncompetition, Nondisclosure and Nonsolicitation. The Executive shall
comply with his obligations under Paragraph 7 of the Employment Agreement dated
as of December 16, 1995 (the “Employment Agreement”), between the Executive and
the Company.



          8.       Remedies; Scope of Covenants. The following provisions shall apply to
the covenants of the Executive contained in Section 7 hereof:



          (a)     without limiting the right of the Company to pursue all other legal
and equitable remedies available for violation by the Executive of the
covenants contained in Section 7 hereof, it is expressly agreed by the
Executive and the Company that such other remedies cannot fully compensate the
Company for any such violation and that the Company shall be entitled, in
addition to other rights and remedies existing in its favor, to a restraining
order or orders and other injunctive relief to prevent any such violation or
any continuing violation thereof;



          (b)     the Company and the Executive each intends and agrees that the
covenants contained in Section 7 hereof are reasonably designed to protect the
Company’s trade secrets and other legally protectable business interests
without unnecessarily or unreasonably restricting the Executive’s business
opportunities, but that if in any action before any court or agency legally
empowered to enforce the covenants contained in Section 7 hereof any term,
restriction, covenant or promise contained therein is found to be unreasonable
or otherwise unenforceable,



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then such term, restriction, covenant or promise shall be deemed modified
to the extent necessary to make it enforceable by such court or agency; and


          (c)     the Executive agrees that he will submit himself to the personal
jurisdiction of the courts of the State of Illinois in any action by the
Company to obtain injunctive or other relief.



          9.       General Release. The Executive, on behalf of himself and anyone
claiming through him, hereby agrees not to sue the Company or any of its
divisions, subsidiaries, affiliates or other related entities (whether or not
such entities are wholly owned) or any of the past, present or future
directors, officers, administrators, trustees, fiduciaries, employees, agents
or attorneys of the Company or any of such other entities, or the predecessors,
successors or assigns of any of them (hereinafter referred to as the “Released
Parties”), and agrees to release and discharge, fully, finally and forever, the
Released Parties from any and all claims, causes of action, lawsuits,
liabilities, debts, accounts, covenants, contracts, controversies, agreements,
promises, sums of money, damages, judgments and demands of any nature
whatsoever, in law or in equity, both known and unknown, asserted or not
asserted, foreseen or unforeseen, which the Executive ever had or may presently
have against any of the Released Parties arising from the beginning of time up
to and including the date on which this Agreement is executed, including,
without limitation, all matters in any way related to the Executive’s
employment by the Company or any of its affiliates, the terms and conditions
thereof, any failure to promote the Executive and the termination or cessation
of the Executive’s employment with the Company or any of its affiliates, and
including, without limitation, any and all claims arising under the Civil
Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Civil Rights
Act of 1866, the Age Discrimination in Employment Act, the Older Workers’
Benefit Protection Act, the Family and Medical Leave Act, the Americans With
Disabilities Act, the Employee Retirement Income Security Act of 1974, the
Illinois Human Rights Act, the Chicago or Cook County Human Rights Ordinance or
any other federal, state, local or foreign statute, regulation, ordinance or
order, or pursuant to any common law doctrine; provided, however, that nothing
contained in this Section 9 shall apply to, or release the Company from, any
obligation of the Company (i) contained in this Agreement or in any benefit
plan of the Company in which the Executive participates or (ii) to indemnify
the Executive pursuant to the Company’s certificate of incorporation or
by-laws. The consideration offered herein is accepted by the Executive as
being in full accord, satisfaction, compromise and settlement of any and all
claims or potential claims, and the Executive expressly agrees that he is not
entitled to, and shall not receive, any further recovery of any kind from the
Company or any of the other Released Parties, and that in the event of any
further proceedings whatsoever based upon any matter released herein, neither
the Company nor any of the other Released Parties shall have any further
monetary or other obligation of any kind to the Executive, including any
obligation for any costs, expenses or attorneys’ fees incurred by or on behalf
of the Executive. The Executive agrees that he has no present or future right
to employment with the Company or any of the other Released Parties and that he
will not apply for or otherwise seek employment with any of them.



          10.       Nondisclosure of this Agreement. The Executive agrees that unless and
until the Company discloses the terms of this Agreement to the public, the
Executive will not disclose the existence or terms of this Agreement to any
third party, except his accountants, attorneys and spouse, each of whom shall
be bound by this nondisclosure provision, or as may

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be required to comply with legal process; provided, however, that the
Executive shall be entitled to disclose fully the terms of Section 7 hereof to
any employer or prospective employer of the Executive. If a person not a party
to this Agreement requests or demands, by subpoena or otherwise, that the
Executive disclose or produce this Agreement or any terms or conditions hereof
prior to the public disclosure thereof by the Company, the Executive shall
immediately notify the Company and shall give the Company an opportunity to
respond to such notice before taking any action or making any decision in
connection with such request or subpoena. The Executive understands and agrees
that this nondisclosure requirement is a material inducement to the Company to
enter into this Agreement.


          11.       Successors; Binding Agreement. This Agreement shall inure to the
benefit of and be enforceable by the Executive and by his personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. In the event of the death of the Executive while any
amounts are payable to the Executive hereunder, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to such person or persons designated in writing by the Executive to
receive such amounts or, if no person is so designated, to the Executive’s
estate.



          12.       Notices. All notices and other communications required or permitted
under this Agreement shall be in writing and shall be deemed to have been duly
given by a party hereto when delivered personally or by overnight courier or
five days after deposit in the United States mail, postage prepaid to the
following address of the other party hereto (or to such other address of such
other party as shall be furnished in accordance herewith):




	 	 	If to the Company, to:
	 
	 	 	Technology Solutions Company

205 North Michigan Avenue

Suite 1500

Chicago, Illinois 60601

Attention: General Counsel
	 
	 	 	If to the Executive, to:
	 
	 	 	Mr. William H. Waltrip

1261 Pequot Avenue

Southport, Connecticut 06490



          13.       Governing Law; Validity. The interpretation, construction and
performance of this Agreement shall be governed by and construed and enforced
in accordance with the internal laws of the State of Illinois without regard to
the principle of conflicts of laws.



          14.       Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and
supersedes and preempts any prior understandings, agreements or representations
by or between the parties, written or oral, which may have related in any
manner to the subject matter hereof, including, but not limited to, the
Employment Agreement, which shall have no further force or effect as of the



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date that the last of the parties executes this Agreement, except for
Paragraph 7 thereof as contemplated by Section 7 hereof.


          15.       Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed to be an original and both of which together
shall constitute one and the same instrument.



          16.       Miscellaneous. No provision of this Agreement may be modified or
waived unless such modification or waiver is agreed to in writing and executed
by the Executive and by a duly authorized officer of the Company. No waiver by
either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.
Failure by the Executive or the Company to insist upon strict compliance with
any provision of this Agreement or to assert any right which the Executive or
the Company may have hereunder shall not be deemed to be a waiver of such
provision or right or any other provision or right of this Agreement.



          17.       No Admission. Nothing in this Agreement is intended to, or shall be
construed as, an admission by the Company or any of the other Released Parties
that it violated any law, interfered with any right, breached any obligation or
otherwise engaged in any improper or illegal conduct with respect to the
Executive or otherwise. The Company, for itself and the other Released
Parties, hereby expressly denies any such illegal or wrongful conduct.



          18.       ACKNOWLEDGMENT BY EXECUTIVE. BY EXECUTING THIS AGREEMENT, THE
EXECUTIVE EXPRESSLY ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT CAREFULLY,
THAT HE FULLY UNDERSTANDS ITS TERMS AND CONDITIONS, THAT HE HAS BEEN ADVISED TO
CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT, THAT HE HAS BEEN
ADVISED THAT HE HAS 21 DAYS WITHIN WHICH TO DECIDE WHETHER OR NOT TO EXECUTE
THIS AGREEMENT AND THAT HE INTENDS TO BE LEGALLY BOUND BY IT. DURING A PERIOD
OF SEVEN DAYS FOLLOWING THE DATE OF HIS EXECUTION OF THIS AGREEMENT, THE
EXECUTIVE SHALL HAVE THE RIGHT TO REVOKE THE RELEASE CONTAINED IN SECTION 9 OF
THIS AGREEMENT OF CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT BY
SERVING WITHIN SUCH PERIOD WRITTEN NOTICE OF REVOCATION. IF THE EXECUTIVE
EXERCISES HIS RIGHTS UNDER THE PRECEDING SENTENCE, HE SHALL FORFEIT ALL AMOUNTS
PAYABLE TO HIM PURSUANT TO SECTION 3 OF THIS AGREEMENT.

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          IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by a duly authorized officer of the Company and the Executive has executed this
Agreement as of the day and year first above written.




	 	 	 	 	 
	 	 	TECHNOLOGY SOLUTIONS COMPANY
	 	 	 	 	 
	 	 	
By
	 	/s/ Paul R. Peterson
	 	 	 	

	 	 	              Paul
R. Peterson
	 	 	 	 	 
	 	 	EXECUTIVE:
	 	 	          /s/ William H. Waltrip
	 	 	

	 	 	              William H. Waltrip




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