Unassociated Document


     

    EXHIBIT 10.1

     

    EMPLOYMENT
AGREEMENT

    


    THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is
entered into as of July 5, 2007, (the “Effective Date”) by
and between Inkchaser, Inc., a Delaware corporation (the “Company”), and Jan
Sevcik (the “Employee”).

    


    RECITALS

    


    A.           WHEREAS,
pursuant to that certain Share Purchase Agreement (the “Purchase Agreement”),
dated as of July 5, 2007, by and between InnerWorkings, Inc., a Delaware
corporation (“InnerWorkings”),and
all of the shareholders of the  Company including
the  Employee, the shareholders have agreed to sell and InnerWorkings
has agreed to purchase all of the issued and outstanding shares of stock of the
Company (the “Transaction”);

    


    B.           WHEREAS,
following the consummation of the Transaction, the Company will become a wholly
owned subsidiary of  Innerworkings; and

    


    C.           WHEREAS,
the execution and delivery of this Agreement is a condition precedent to the
consummation of the Transaction; and

    


    D.           WHEREAS,
as a shareholder of the Seller, Employee will derive substantial benefits from
the Transaction and under this Agreement.

    


    NOW,
THEREFORE, in consideration of the premises and mutual agreements set forth
herein, and upon the terms and subject to the conditions contained in this
Agreement, Employee and the Company agree as follows:

    


    
      Section
1.            
Definitions.

    

    


    1.1          General.  Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Purchase Agreement.

    


    1.2          Specified
Terms.

    


    “Affiliate” shall
mean, with respect to any Person, (i) all individuals or entities controlling,
controlled by or under common control with such Person, and (ii) all
predecessors, successors and assigns of the Persons identified in clauses (i)
and (ii).

    


    “Person” shall mean
any natural person, corporation, limited liability company, partnership, firm,
joint venture, joint-stock company, trust, association, unincorporated entity or
organization of any kind, any governmental, regulatory or administrative
authority, whether foreign federal, state or local, or any other entity of any
kind..


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      Section
2.             Employment.

    

    


    2.1          Term.  The
Company shall employ Employee, and Employee shall serve the Company, for a
continuous term beginning on the Effective Date and, unless sooner terminated
pursuant to the provisions of this Agreement, ending three years later on June
30, 2010 (the “Initial
Term”).  The Company and Employee may elect to extend the term
of this Agreement for such additional periods and on such terms and conditions
as they mutually determine in writing.  The period during which
Employee is employed by the Company pursuant to the terms of this Agreement is
hereinafter referred to as the “Term of
Employment”.

    


    2.2          Duties.

    


    (a)          Capacity.  Employee
shall be employed as Senior Vice President, Technology and E-Commerce of the
Company and Employee shall serve as General Manager of InnerWorkings’ internet
sales channel and perform the responsibilities and duties that are usual and
commensurate with the position of a general manager of a business unit or
division of a company.  In addition, Employee shall perform such other
reasonable managerial responsibilities and duties as may be reasonably be
assigned to him hereafter from time to time by InnerWorkings, as the parent of
the Company, or it’s designee, consistent with his historical responsibilities
and duties and his position in the Company.  Employee shall use his
reasonable best efforts to perform his duties and responsibilities in a
diligent, businesslike and efficient manner.  Employee acknowledges
and agrees that any change in his position or title with the Company shall not
cause this Agreement to terminate, except to the extent provided in Section 3.1(e), and
shall not effect any change in his obligations under this
Agreement.

    


    (b)          Performance.  Employee
shall be employed on a full-time basis and shall devote his best efforts and all
of his business time and attention (except for permitted vacation periods and
reasonable periods of illness or other incapacity) to the business and affairs
of the Company.  Employee shall use his reasonable best efforts to
render his services in a manner consistent in all material respects with any
reasonable policies or procedures established by the Company or InnerWorkings
from time to time and made known to Employee.  Notwithstanding the
foregoing, Employee shall be permitted to engage in charitable and civic
activities and manage his personal passive investments, provided that such
activities (individually or collectively) do not materially interfere with the
performance of his duties or responsibilities under this Agreement.

    


    (c)          Exclusivity.  Employee
agrees that during the Term of Employment he will devote his reasonable best
efforts to the performance of his duties and the advancement of the Company and
shall not engage in any other employment, profitable activities, or other
pursuits which would cause him to utilize or disclose the Company’s confidential
information or trade secrets or detract in any material way from his ability to
devote his reasonable best efforts to the Company.


    
      
         


      

      
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    2.3          Compensation.  As
compensation for the services to be rendered and the other obligations
undertaken by Employee under this Agreement, the Company shall pay Employee the
compensation set forth in this Section
2.3:

    


    (a)          Salary.  During
the Term of Employment, the Company shall pay Employee a base salary (the “Base Salary”) at the
annual rates of of $75,000 for the first six (6) months of the Initial Term,
$100,000 for the second six (6) months of the Initial Term and $125,000
thereafter. The Base Salary shall be payable in equal bi-weekly installments or
in accordance with the Company's policies in effect from time to time for
salaried employees.

    


    (b)          Sales
Commission.

    


    (i)           In
addition to the Base Salary, and the benefits described in this Section 2.3, the
Company shall pay Employee a sales commission (the “Commission”) equal to
ten percent (10%) of the total Gross Profit earned from all Approved Accounts
during each calendar month of the Term of Employment; provided, that if the
Company, with the written consent of Employee, pays or agrees to pay a sales
commission to any Person other than Employee (including without limitation, any
other current or future employee or sales Person of the Company) with respect to
any Approved Account, then the Company shall reduce the Commission payable to
Employee with respect to such Approved Account by an amount equal to the sales
commission(s) paid or payable to such other Person(s) with respect to such
Approved Account.  The Company shall pay Employee any Commission
earned for each applicable calendar month within 15 (fifteen) days after the end
of such calendar month.

    


    (ii)           Each
new customer account of which the Employee was the principal procuring cause
shall constitute an “Approved Account” in the event
that  InnerWorkings determines that such customer account was obtained
by Employee pursuant to the policies and procedures used by InnerWorkings with
respect to InnerWorkings' sales personnel (as such policies and procedures may
be supplemented or amended from time to time) for customary services to be
rendered by InnerWorkings  Employee may make written request for
approval of a new customer account as an Approved Account
and  InnerWorkings shall approve such customer account if it
reasonably determines that such customer account satisfies InnerWorkings' then
existing policies and procedures for accepting new customer
accounts.  Without limitation on the foregoing, InnerWorkings shall
have the sole authority to determine to whom the Company will extend credit, and
Employee shall have no recourse against the Company with respect to any credit
decision made by InnerWorkings.  Upon written approval of a
prospective account by the Company, such account shall become an “Approved
Account” commissionable under sub-paragraph (ii) above. In the event that any
Approved Account does not produce commissions within any 180-day period, such
Approved Account shall automatically cease to be an Approved Account unless the
Company and Employee otherwise agree in writing.


    
      
         


      

      
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    (iii)           If
the Company collects revenues after the Term of Employment relating to the sales
generated on the Approved Accounts during the Term of Employment, then the
Company shall pay Employee the Commission on such sales.  If the Term
of Employment of Employee is terminated, as set forth in Section 3.1 hereto, by
the Company without Cause, by Employee for Good Reason or by reason of the death
or Disability of Employee, then the Company shall continue to pay the Commission
to Employee for the period of time set forth in Section 3.2(a)(i),
Section
3.2(b)(iv) or Section 3.2(b)(iii),
as applicable, as if he remained an employee of the Company.

    


    (iv)           The
Company shall provide to Employee copies of such records and work papers created
in connection with the calculations of Gross Profit and/or any Commissions
hereunder which are reasonably required to support such
calculation.  The parties hereto agree that the dispute procedures as
set forth in Sections
4(b) and 4(c) of the Purchase Agreement with respect to the applicable
calculation of Gross Profit are incorporated herein, except the term Seller as
used therein shall mean Employee.

    


    (e)        
 Vacation.  During
the Term of Employment, Employee shall be
entitled to three (3) weeks paid vacation annually, and shall be entitled to as
many holidays, sick days and personal days as are in accordance with the Company's
policy then in effect generally for its employees.

    


    (f)     
    Additional
Benefits.  Employee shall receive all general benefits for
which he is eligible under the terms of any plans, programs or arrangements, if
any, that the Company or InnerWorkings may provide from time to time (“Additional
Benefits”).  Additional Benefits, if any, will in all respects
be paid in accordance with the then-existing plans, or policies, programs and/or
arrangements establishing or governing such Additional Benefits.

    


    (g)     
   Expenses.  The
Company agrees to pay or to reimburse Employee for all reasonable, ordinary,
necessary, preapproved and documented business or entertainment expenses
incurred during the Term of Employment in the performance of his services
hereunder in accordance with the policy of the Company as from time to time in
effect.  Employee, as a condition precedent to obtaining such payment
or reimbursement, shall provide to the Company any and all statements, bills or
receipts evidencing the travel or out-of-pocket expenses for which Employee
seeks payment or reimbursement, and any other information or materials, as the
Company may from time to time reasonably require.

    


    (h)    
    Option
Grant.  On the Effective Date, Employee shall be granted an
option to purchase up to 20,000 shares of common stock of InnerWorkings (the
“Option
Shares”) pursuant to the terms and conditions of the InnerWorkings, Inc.
2006 Stock Incentive Plan (the “Option Plan”) and the
terms of an option grant agreement executed by InnerWorkings and
Employee.  Without limiting the foregoing, the exercise price for each
Option Share shall be the fair market value of the common stock of InnerWorkings
as determined in accordance with the Plan, and 5000 Option Shares shall vest on
each anniversary of the Effective Date so long as Employee continues to be
employed by the Company or InnerWorkings as of such anniversary
date.


    
      
         


      

      
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    (i)          Relocation
Allowance.   The Company will promptly reimburse the Employee
for relocation  expenses incurred by the Employee in moving his
residence from Seattle to Chicago, to a maximum of $12,500.

    


    
      Section
3.            
Termination of
Employment.

    

    


    3.1          Right to
Terminate.

    


    (a)          Death.  Employee's
employment by the Company shall terminate upon Employee's death.

    


    (b)          Disability.  In
the event that Employee, because of accident, disability or physical or mental
illness (“Disability”), is
incapable of performing his duties under this Agreement in substantially the
manner and to the extent required, with or without reasonable accommodation,
prior to the commencement of such Disability, the Company has the right at the
end of the 90 day period referred to below, to terminate Employee's employment
upon thirty (30) days prior written notice to Employee, provided that at the
time such termination notice is given Employee's Disability is continuing. For
purposes of this Section 3.1(b),
Employee shall be deemed to be incapable of performing his duties under this
Agreement if he is (i) incapable of so doing, with or without reasonable
accommodation, for periods aggregating 90 days, whether or not continuous, in
any continuous period of 365 days or (ii) adjudged mentally incompetent by a
court of competent jurisdiction.

    


    (c)          Cause.

    


    (i)           The
Company has the right to terminate Employee’s employment for Cause (as
hereinafter defined) at any time upon written notice to Employee.

    (ii)           “Cause” shall mean any
of the following: (A) the embezzlement, fraud, misappropriation, or other
criminal malfeasance by Employee against or with respect to the Company or any
of its Affiliates or the conviction of any felony or any other crime involving
dishonesty, theft, fraud, or moral turpitude (or a plea of nolo contendere with
respect to any such crime or felony); (B) Employee engages in gross negligence
or willful misconduct in the performance of his employment duties; (C) Employee
engages in willful misconduct that reflects so seriously on his or the Company's
public reputation as to prejudice the interests of the Company or any of its
Affiliates if he were to continue to be retained as one of its employees; (D)
any act of insubordination with respect to  reasonable directions
given the Employee by his superior;  or (E) the breach by Employee of
any material provision of this Agreement, which breach or failure is not cured
by Employee after fifteen (15) days prior written notice specifying the nature
of the breach  or is not capable of being cured.  For
purposes of this provision, no act or omission on the part of Employee shall be
considered "gross negligence" or "willful misconduct" unless it is done or
omitted in bad faith and without reasonable belief that such conduct was in the
best interests of the Company.


    
      
         


      

      
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    (d)          Without
Cause.  The Company has the right to terminate Employee's
employment by the Company for any other reason not specified in this Section 3.1 upon
thirty (30) days prior written notice to Employee.

    


    (e)          Good
Reason.

    


    (i)           Employee
has the right to terminate his employment for Good Reason (as hereinafter
defined) at any time upon prior written notice.

    


    (ii)           A
termination shall be deemed to be for “Good Reason” if (A)
it follows a material reduction of Employee’s duties and responsibilities in his
capacity as Senior Vice President, Technology and E-Commerce of the Company or a
permanent change in Employee’s duties and responsibilities which are materially
inconsistent with the duties and responsibilities of Senior Vice President,
Technology and E-Commerce of the Company, which reduction or change is not cured
within thirty (30) days of the receipt by the Company of written notice by
Employee stating the nature of such breach (provided, that any
such notice also must include a statement that failure to cure any such
reduction or change may result in a termination by Employee of his employment
for Good Reason), or (B) it follows a material breach of this Agreement (which
shall include, without limitation, a reduction in Employee’s Base Salary) by the
Company which is not curable, or if curable, is not cured within thirty (30)
days of the receipt by the Company of written notice by Employee stating the
nature of such breach provided, that any
such notice also must include a statement that failure to cure any such breach
may result in a termination by Employee of his employment for Good
Reason.

    


    (f)          Mutual
Agreement.  The Company and Employee may terminate Employee’s
employment at any time by written agreement of the parties.

    


    3.2          Rights and Obligations of
Employee Upon Termination.

    


    (a)          Without Cause or For Good
Reason.  Upon the termination of the Term of Employment by the
Company without Cause or by Employee for Good Reason, the Company
shall:

    


    (i)           continue
to pay Commissions to Employee as set forth in Section   2.3(d)(i)
for a period of 90 (ninety) days following the effective date of termination
(the “Severance
Period”);

    


    (ii)          continue
to pay the Employee’s Base Salary when otherwise payable through Severance
Period;

    


    (iii)         pay
within five (5) business days after the date of termination, any unpaid
reimbursable expenses outstanding as of the date of
termination;


    
      
         


      

      
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    (iv)        pay
all benefits (including all accrued but unpaid vacation pay), if any, that had
accrued to Employee through the date of termination under the benefit and
retirement plans and programs in which he participated as an employee of the
Company in the manner and in accordance with the terms of such plans and
programs; and

    


    (v)         continue
participation for Employee and his eligible dependents on the same basis (except
all premiums shall be paid by the Company) as the other senior executives of the
Company in all, medical, dental, disability and life insurance coverage (such
benefits collectively called the “Continued Plans”) in
which he was participating on the date of termination (as such Continued Plans
are from time to time in effect at the Company) until the end of the Severance
Period; provided, however, if Employee
is precluded from continuing his participation in any Continued Plan, then,
during the Severance Period, the Company will be obligated to reimburse him for
any payments made by Employee in order to maintain his rights granted by the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”).

    


    (b)          Other Termination
Events.  Upon the termination of the Term of Employment by the
Company for Cause, by Employee for any reason (other than for Good Reason), or
by reason of his death or Disability, the Company shall have no further
obligations under this Agreement, except the Company shall:

    


    (i)           pay
Employee his unpaid Base Salary through, and any unpaid reimbursable expenses
outstanding as of, the date of termination;

    


    (ii)          pay
all benefits (including all accrued but unpaid vacation pay), if any, that had
accrued to Employee through the date of termination under the benefit and
retirement plans and programs in which he participated as an employee of the
Company in the manner and in accordance with the terms of such plans and
programs;

    


    (iii)        
in the case of termination by reason of Employee's death or Disability, continue
to pay Commissions to Employee as set forth in Section 2.3(b)(i)
hereto until the earlier to occur of (a) the end of the Term of Employment in
effect immediately prior to Employee's termination and (b) the six (6) month
anniversary of Employee's termination;

    


    (iv)        
in the case of termination by the Company for Cause or by Employee for any
reason (other than for Good Reason), pay Commissions to Employee as set forth in
Section
2.3(b)(i) hereto through the date of termination; and

    


    (v)         afford
Employee such rights granted by COBRA.

    


    (c)          Return or
Destruction.  Upon termination of the Term of Employment,
Employee shall not remove from any premises at which the business of the Company
is conducted any property of the Company, including without limitation, any
trade secrets or other confidential information, and shall return all the
property of the Company, including, without limitation, all tangible embodiments
of the trade secrets or other confidential information, in his possession or
under his control.


    
      
         


      

      
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      Section
4.            
Covenants and
Obligations.

    

    


    4.1          Non-Competition.

    


    (a)          During
the Term of Employment and for 4 (four) years after the expiration or
termination of the Term of Employment, Employee shall not engage or participate
as an owner, principal, partner, officer or director in any business which is
competitive with the business of the Company and its subsidiaries as conducted
(or contemplated to be conducted) during the Term of Employment, including,
without limitation, such business that is conducted in any geographic area in
which the Company’s business is conducted (or contemplated to be conducted);
provided, however, that
ownership by Employee, as a passive investment, of less than 1% of the
outstanding shares of capital stock of any corporation listed on a national
securities exchange or publicly traded in an over-the-counter market shall not
constitute a breach of this Section
4.1.

    


    (b)          During
the Term of Employment and for 4 (four) years after the expiration or
termination of the Term of Employment Employee will not, directly or indirectly,
assist or encourage any other Person in carrying out, directly or indirectly,
any activity that would be prohibited by the provisions of this Section 4.1 if
Employee himself carried out such activity, either directly or indirectly, and
further, Employee shall not, directly or indirectly, induce or assist any
employee or former employee of the Company to carry out, directly or indirectly,
any such activity.

    


    4.2          Non-Solicitation of Business
Relations.  During the Term of Employment and for 4 (four)
years after the expiration or termination of the Term of
Employment  Employee shall not, directly or indirectly, on his own
behalf or in the service or on behalf of others:  (a) solicit, divert
or appropriate, or attempt to solicit, divert or appropriate any (i) account to
whom the Company rendered services to within the two (2) year period prior to
the expiration or termination of Employee’s employment; (ii) any supplier,
licensor, licensee or other vendor (including, without limitation, other Persons
with whom the Company has contractual or other arrangements to provide services
for the Company) who has been a supplier, licensor, licensee or other vendor of
the Company during the two (2) year period prior to the expiration or
termination of the Term of Employment in connection with a business that is
competitive with the Business; or (iii) any prospective account to whom during
the two (2) year period prior to the expiration or termination of the Term of
Employment the Company or any of its agents or representatives made a new
business presentation or similar offering of services with respect to the
rendering of services (“Pitch”); provided, however, a general
mailing or an incidental contact shall not be deemed a Pitch; or (b) take any
action to induce any supplier, licensor, licensee or other vendor of the Company
from ceasing to do business with the Company.


    
      
         


      

      
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    4.3          Non-Solicitation of
Employees.  During the Term of Employment and for 4 (four)
years after the expiration or termination of the Term of Employment, Employee
shall not, directly or indirectly, on his own or in the service or on behalf of
others solicit, divert or hire, or attempt to solicit, divert or hire any Person
then employed by the Company.

    


    4.4          Non-Disclosure of
Confidential Information.

    


    (a)          As
used in this Agreement, “Confidential
Information,” shall mean any and all confidential and proprietary
technical and non-technical information of the Company, including patent,
copyright, trade secret, and proprietary information, techniques, sketches,
drawings, models, inventions, know-how, processes, apparatus, equipment,
algorithms, software programs, software source documents, and formulae related
to the current, future and proposed products and services of the Company and the
Company’s suppliers and customers, and includes, without limitation,
innovations, tangible and intangible property, the Company’s information
concerning research, experimental work, development, design details and
specifications, engineering, financial information, procurement requirements,
purchasing manufacturing, customer lists, business forecasts, vendors, supplier
agreements, sales, merchandising and marketing plans and
information.

    


    (b)          During
the Term of Employment and for 4 (four) years after the expiration or
termination of the Term of Employment, Employee shall hold and safeguard the
Confidential Information in trust for the Company, its successors and assigns
and agrees that he shall not use, without the prior written consent of the
Company, for Employee’s own benefit or purposes or misappropriate or disclose or
make available to any Person for use outside the Company’s organization at any
time, either during his employment with the Company or subsequent to the
termination of his employment with the Company during the 24-month period
following such termination, for any reason, any of the Confidential Information
or any copy, notes or item embodying Confidential Information, whether or not
developed by Employee, except (i) as required in the performance of Employee’s
employment duties and as authorized by the Company and (ii) to the extent that
such information (A) is or becomes generally available to the public or the
industry other than as a result of a disclosure by Employee in violation of this
Agreement or (B) is required to be disclosed pursuant to a court order or other
legal process (provided Employee gives the Company notice of such obligation
when Employee receives notice of such obligation and prior to any disclosure
pursuant to such obligation affords the Company the opportunity and cooperates
with the Company in any efforts by the Company to limit the scope of such
obligation and/or to obtain confidential treatment of any material disclosed
pursuant to such obligation).

    


    4.5          Acknowledgement.
Employee acknowledges and agrees that the covenants, obligations and
restrictions set forth in this Section 4 are
reasonable in scope and essential to the preservation of the Company’s business
and proprietary properties, are fair in view of the fact that the Employee, as a
shareholder of the corporation that sold its business to the Company profited
from the sale, and that enforcement of these restrictions will not cause
Employee any hardship, and because of Employee’s background and experience, will
not in any manner preclude Employee, in the event of a termination of this
Agreement, from becoming gainfully employed.


    
      
         


      

      
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      Section
5.            
Miscellaneous.

    

    


    5.1          Amendment.  This
Agreement may be amended only by a writing executed by the parties to this
Agreement.

    


    5.2          Entire
Agreement.  This Agreement and the other agreements referred to
in this Agreement set forth the entire understanding of the parties regarding
this subject matter and supersede all prior contracts, agreements, arrangements,
communications, discussions, representations and warranties, whether oral or
written, between the parties (or between Employee and InnerWorkings) regarding
this subject matter.

    


    5.3          Notices.  All
notices and other communications required or permitted under this Agreement will
be in writing and will be deemed to have been duly given when delivered in
Person or when sent by electronic facsimile transfer or one business day after
having been sent by a nationally recognized overnight courier service to the
appropriate party at the address specified below:

    


    
      
        
          	
                  If
      to the Company:

                	 	
                  600
      West Chicago, Suite 850

                
	 
      	 	
                  Chicago,
      Illinois 60610

                  Attention:
      President

                
	 
      	 	 
      
	
                  With
      copies to:

                	 	
                  InnerWorkings,
      Inc

                
	 
      	 	
                  600
      West Chicago, Suite 850

                  Chicago,
      Illinois, 60610

                
	 
      	 	
                  Attention:  Chief
      Financial Officer

                
	 
      	 	 
      
	
                  If
      to Employee:

                	 	
                  Jan
      Sevcik

                


        

      

    

    


    Any party
may change such party’s address for service of notice by notice delivered to all
of the other parties.

    


    5.4          Assignment.  This
Agreement is binding upon and inures to the benefit of the heirs, successors,
representatives and assigns of each party.  Neither party hereto may
assign this Agreement or any rights or obligations hereunder without the prior
written consent of the other party hereto, except that either the Company or
InnerWorkings may assign this Agreement without the consent of Employee to any
Affiliate of the Company or to any Person to whom the Company sells the business
and substantially all of its assets; provided, that such
assignment does not otherwise breach the terms of employment set forth in this
Agreement.


    
      
         


      

      
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    5.5          Governing Law. THIS
AGREEMENT AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS
WITHOUT REFERENCE TO ANY CONFLICTS OR CONFLICT OF LAWS PRINCIPLES IN THE STATE
OF ILLINOIS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION.

    


    5.6          Severability.  Each
section and subsection of this Agreement constitutes a separate and distinct
provision of this Agreement. It is the intent of the parties that the provisions
of this Agreement be enforced to the fullest extent permissible under the laws
and public policies applicable in each jurisdiction in which enforcement is
sought. Accordingly, if any provision of this Agreement is adjudicated to be
invalid, ineffective or unenforceable, the remaining provisions will not be
affected by such adjudication. The invalid, ineffective or unenforceable
provision, without further action by the parties, will be automatically amended
to effect the original purpose and intent of the invalid, ineffective or
unenforceable provision; provided, however, that such
amendment will apply only with respect to the operation of such provision in the
particular jurisdiction with respect to which such adjudication is
made.

    


    5.7          Waivers.  None
of the terms of this Agreement will be deemed to be waived or amended by either
party unless such a waiver or amendment specifically references this Agreement
and is in writing signed by an authorized representative of the party to be
bound.  Any such signed waiver will be effective only in the specific
instance and for the specific purpose for which it was made or
given.

    


    5.8          Headings.  The
headings in this Agreement are solely for convenience of reference and are not
to be given any effect in the construction or interpretation of this
Agreement.

    


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

    


    5.10        Third
Parties.  Nothing expressed or implied in this Agreement is
intended, or may be construed, to confer upon or give any Person other than the
Company and Employee (and their respective heirs, representatives, successors
and assigns) any rights or remedies under, or by reason of, this
Agreement.

    


    5.11        Survival of Certain
Obligations.  The obligations of the Company and Employee set
forth in this Agreement that by their terms extend beyond or survive the
termination of this Agreement will not be affected or diminished in any way by
the termination of the Term of Employment.


    
      
         


      

      
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    5.12        Dispute
Resolution.

    


    (a)          The
parties agree that in the event of any dispute or controversy among the parties
hereto arising out of, relating to or in connection with this Agreement (other
than any dispute or controversy arising out of, relating to or in connection
with Section 4
hereof), which cannot be settled amicably by the parties, such dispute or
controversy shall be finally, exclusively and conclusively resolved by binding
arbitration conducted in Chicago, Illinois in accordance with the rules of
American Arbitration Association (“AAA”) rules for
employment disputes, applying the laws of Illinois.

    


    (b)          One
arbitrator shall be appointed in accordance with the rules of the AAA, which
arbitrator shall be shall be experienced in dispute resolution regarding
employment matters and shall be appointed within ten (10) days of a petition by
either party therefore.  Either party may institute such arbitration
proceeding by giving notice to the other party.  As soon as the
arbitrator has been appointed, a hearing date shall be set within sixty (60)
days thereafter.  Discovery shall not be permitted except as required
by the rules of the AAA.  The parties shall conduct fact discovery
over the first twenty (20) days of such 60-day period, including expert witness
discovery, if any.  Each party shall make its respective, documents,
experts and other witnesses available for deposition by the other party during
the time periods set forth in the preceding sentence.  The number of
depositions shall be limited to five (5) for each party.  Written
submittals shall be presented and exchanged by both parties twenty (20) days
before the hearing date, including reports prepared by experts upon whom either
party intends to rely.  At such time the parties shall also exchange
copies of all final documentary evidence upon which they will rely at the
arbitration hearing and a list of the witnesses whom they intend to call to
testify at the hearing.  The arbitrator shall make its award as
promptly as practicable after conclusion of the hearing.

    


    (c)          The
arbitrator shall be bound by the rules of evidence, but shall not be bound by
the rules of civil procedure.  It is the intention of the parties to
limit live testimony and cross-examination to the extent necessary to insure a
fair hearing to the parties on the matters submitted to arbitration, and to
provide neither party more than two (2) business days to present its
position.  The parties have included the foregoing provisions limiting
the scope and extent of the arbitration with the intention of providing for
prompt, economic and fair resolution of any dispute submitted to
arbitration.

    


    (d)          The
arbitrator shall make its award in accordance with applicable law and based on
the evidence presented by the parties, and at the request of either party at the
start of the arbitration shall include in its award findings of fact and
conclusions of law both in law and equity which would be available in a court
having jurisdiction over the parties and over the subject matter of the
dispute.  Such powers shall include, but not be limited to, the power
to require specific performance.  Any award rendered by the arbitrator
shall be final and binding and may be entered by any court having jurisdiction
thereof.

    


    (e)          Notwithstanding
anything in this Section 5.12 to the
contrary, Employee acknowledges and agrees that the Company may seek in a court
of competent jurisdiction an injunction prohibiting Employee's breach or alleged
breach of any covenant or agreement referred to in Section
4.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    5.13        Legal
Counsel.  Each party hereby agrees and acknowledges that it has
had full opportunity to consult with counsel and tax advisors of its selection
in connection with the preparation and negotiation of this
Agreement.

    


    [Signature Page
Follows]


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement
as of the date first written above.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            EMPLOYEE:

                                          
	 
      	 
      
	

                                            /s/
      Jan Sevcik

                                          
	
                                            Jan
      Sevcik

                                          
	 
      	 
      
	
                                            COMPANY:

                                          
	 
      	 
      
	
                                            INKCHASER,
      INC.

                                          
	 
      	 
      
	
                                            By:

                                          	
                                            /s/
      Nicholas
Galassi

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

    

    
      
      

    

     

    
 

    
      
         


      

      
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    ADDENDUM
AND ASSUMPTION OF

    JAN
SEVCIK’S EMPLOYMENT AGREEMENT

    DATED
JULY 5, 2007

    


    InnerWorkings
and Jan Sevcik agree to the following addendum to Jan Sevcik’s Employment
Agreement dated July 5, 2007:

    


    
      	
               
      

            	
              1.

            	
              The
      parties agree that InnerWorkings, Inc. shall replace Inkchaser, Inc. as
      the “Company” in the Employment
Agreement;

            


    

    


    
      	
               
      

            	
              2.

            	
              Effective
      October 1, 2008, Jan Sevcik’s annual base salary (“Base Salary”) will be
      increased to $165,000 and he will receive a $600 per month car allowance.
      Effective January 1, 2009, Jan Sevcik’s Base Salary will be increased to
      $200,000;

            


    

    


    
      	
               
      

            	
              3.

            	
              Upon
      the execution of this Agreement, Jan Sevcik will receive additional stock
      base compensation (50% stock options and 50% restricted shares) equivalent
      to $200,000, vesting ratably over a four year period (ie. $50,000 per year
      in value).

            


    

    


    
      	
               
      

            	
              4.

            	
              The
      following language is added to the Employment
  Agreement:

            


    

    


    Change of Control. If
during the three (3) months prior to the public announcement of a proposed
Change in Control or at any time following a Change in Control, Employee’s
employment is terminated by the Company for any reason other than Cause, or
terminated by the Employee for Good Reason, Employee shall be entitled to, in
addition to the compensation provided in Section 3.2 of the Employment
Agreement, immediate vesting of (i) all restricted stock granted on or about the
Effective Date, and (ii) all stock options granted on or about the Effective
Date and (iii) continued payment of the earn outs due under the InkChaser
acquisition as if Employee remained an employee of the Company: provided that
for purposes of this section, a “Change in Control” shall have the same meaning
as the term “Change in Control” set forth in the Company’s 2006 Stock Incentive
Plan.

    


    Agreed
and accepted this 3 day of October, 2008

    


    
      
        
          
            	
                    InnerWorkings,
      Inc

                  	 	
                    Jan
      Sevcik

                  
	 
      	 	 
      
	
                    /s/
      Joe Busky

                  	 	

                    /s/
      Jan Sevcik

                  
	
                    Joe
      Busky