EXHIBIT 10.2


 


TRANSITIONAL SERVICES AGREEMENT


 


This
Transitional Services Agreement (the “Agreement”) is entered into and shall
become effective as of September 28, 2010 by and between Andrew K.
Borgstrom (“Borgstrom”) and Analysts International Corporation (the “Company”).


 


RECITALS


 


WHEREAS, Borgstrom has recently resigned as President and
Chief Executive Officer of the Company and has also resigned from the Board of
Directors of the Company, in order to devote full-time attention to RapiDemand,
a technology M&A advisory firm based in his home state of Illinois; and


 


WHEREAS, to assist the Company through a transitional
period and to provide continuity in business endeavors currently in process,
Borgstrom has agreed to provide consulting services to the Company as
hereinafter set forth.


 


NOW THEREFORE, in consideration of the mutual promises
contained herein, Borgstrom and the Company agree as follows:


 


AGREEMENT


 


1.                                       Duties;
Compensation.


 


1.1.                              Between October 1,
2010 and January 31, 2011, Borgstrom will be available to the Company
during normal working hours for the purpose of consulting with the following
individuals on matters of ongoing business operations and strategic
initiatives: (a) the Board of Directors of the Company, acting through the
Chairman of the Board; (b) the Company’s Chief Financial Officer; and (c) the
Company’s Acting General Counsel. 
Borgstrom shall serve the Company as an independent contractor and shall
not be considered an employee of the Company.


 


1.2.                              In
consideration of Borgstrom’s performance of the services hereunder and subject
to Section 1.5 below, Borgstrom shall be paid a monthly consulting fee of
Twenty-Five Thousand Dollars ($25,000.00), in the form of checks from the
Company to be mailed to him on October 4, 2010; November 1, 2010; December 1,
2010; and January 3, 2011.  This
Agreement shall terminate at the close of business on January 31, 2011 and
no amounts shall be payable to Borgstrom thereafter under this Agreement other
than any amounts due hereunder that have not yet been paid.


 


1.3.                              The provisions
of this Section 1 shall not be deemed to prohibit Borgstrom from devoting
reasonable time to personal or other business matters that do not constitute “Competitive
Acts” as such term is defined in Section 12.2 of the Employment Agreement
with the Company which Borgstrom signed on December 17, 2009 (the “Borgstrom
Employment Agreement”).


 


1.4.                              The Company
will reimburse Borgstrom in accordance with its normal reimbursement policy for
pre-approved and reasonable travel and other expenses incurred at the Company’s
request in carrying out Borgstrom’s requested duties under this Agreement.  Reimbursement for approved expenses will be
made within thirty (30) days of receipt from Borgstrom of an itemized expense
report.


 

















 


2.                                       Reaffirmation
of Continuing Obligations.


 


2.1.                              Notwithstanding
his resignation as an officer and director of the Company, Borgstrom
acknowledges and hereby reaffirms his continuing obligations under Sections 9
and 10 of the Employment Agreement, which governs the use and disclosure of “Confidential
Information” (as such term is defined in Section 9.2 of the Employment
Agreement).


 


2.2.                              Notwithstanding
his resignation as an officer and director of the Company, Borgstrom
acknowledges and hereby reaffirms his continuing obligations under Section 11
of the Employment Agreement, which contains restrictions against solicitation
and noninterference.


 


2.3.                              Notwithstanding
his resignation as an officer and director of the Company, Borgstrom
acknowledges and hereby reaffirms his continuing obligations under Section 12
of the Employment Agreement, which contains restrictions against competition.


 


2.4.                              Notwithstanding
his resignation as an officer and director of the Company, Borgstrom
acknowledges and hereby reaffirms his continuing obligations under Section 16
of the Employment Agreement, which contains mutual restrictions against
disparagement.


 


3.                                       Miscellaneous
Provisions.


 


3.1.                              Borgstrom
acknowledges receipt of adequate consideration for signing this Agreement and
further acknowledges that no promises or agreements of any kind, other than
contained in the Separation Agreement and Release of Claims, have been made to
him by any person or entity whatsoever to cause him to sign this Agreement.


 


3.2.                              All payments
from the Company to Borgstrom shall be subject to all legally required
reporting requirements.  Borgstrom shall
be responsible for the payment of all taxes with respect to the payments made
under this Agreement.


 


3.3.                              The Recitals
above are true and correct and are part of this Agreement.


 


3.4.                              This Agreement
can be modified only in writing, which must be signed by both Borgstrom and
Company to be effective.


 


3.5.                              This Agreement
constitutes the entire and exclusive agreement between the Company and
Borgstrom with respect to the subject matter hereof and supersedes any prior
understandings, agreements or representations by or between such parties,
written or oral, to the extent they have related in any way to the subject
matter hereof.


 


3.6.                              In case any one
or more of the provisions of this Agreement shall be found to be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired thereby.


 


3.7.                              The parties
hereto agree that irreparable damage would occur in the event that any of the
provisions of this Agreement was not performed in accordance with its specific
terms or was otherwise breached.  It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof in any court within the State of Minnesota
having jurisdiction, state or federal, this being in addition to any other remedy
to which they are entitled at law or in equity.


 


3.8.                              This Agreement
is entered into in the State of Minnesota and shall be governed by and
construed and enforced in accordance with the laws of said State, without
giving 


 


2

















 


effect
to principles of conflicts of law.  The
undersigned each irrevocably consent to the jurisdiction of the United States
District Court for the District of Minnesota and the courts of the State of
Minnesota in any suit, action, or proceeding brought under, based on or related
to or in connection with this Agreement, and each of the undersigned agrees
that either of the aforesaid courts shall be the exclusive original forum for
any such action.


 


3.9.                              This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which, when taken together, shall constitute one and the
same instrument.  Both parties agree that
signature pages may be detached from separate counterparts and attached to
a separate counterpart so that all signature pages are physically attached
to the same document.  Transmission by
facsimile or in PDF format of an executed counterpart to this Agreement will be
deemed due and sufficient delivery of such counterpart, and a photocopy of an
executed counterpart sent by facsimile transmission or electronically in PDF
format may be treated by the parties as a duplicate original.


 


3.10.                        This Agreement
will become effective on September 28, 2010.


 


[REST OF THIS PAGE INTENTIONALLY LEFT BLANK]


 


3

















 


IN
WITNESS WHEREOF, the parties have executed this Agreement by their
signatures below:


 


	
  Analysts International
  Corporation

  	
   

  	
  Andrew
  K. Borgstrom

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Douglas C. Neve

  	
   

  	
  /s/
  Andrew K. Borgstrom

  
	
  Title:

  	
  Chairman

  	
   

  	
   

  
	
  Date
  signed:

  	
  9/29/10

  	
   

  	
  Date
  signed:

  	
  9/29/10

  



 


4