EXHIBIT 10.12
SEPARATION AGREEMENT
This Separation Agreement (the "Agreement") is entered into this ___ day of
January, 1999 by and between Xxxxx X. Xxxxxxxxx ("Xxxxxxxxx"), an individual
residing at 00 Xxxxxxxx, Xx-Xx-Xxx, Xxx Xxxxxx 00000, and Technology Solutions
Company ("TSC"), a Delaware corporation having its principal place of business
at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000.
WHEREAS, Carluccio has been employed by TSC, first as a Senior Vice
President and then as an Executive Vice President, since January 16, 1992.
WHEREAS, effective on Xxxxx 00, 0000, Xxxxxxxxx and TSC entered into an
Employment Agreement (the "Employment Agreement").
WHEREAS, Carluccio and TSC now desire to terminate the employment
relationship and the Employment Agreement and enter into this Agreement.
THEREFORE, in consideration of the mutual premises contained herein,
and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, Carluccio and TSC hereby agree as follows.
1. DATE OF SEPARATION. Carluccio's employment with TSC and the
Employment Agreement (except for those provisions set forth in Section 4. below
which shall survive the termination of the Employment Agreement) shall terminate
effective February 11, 1999 (the "Termination Date"). TSC does not owe Carluccio
any compensation for accrued vacation.
2. CONTINUATION OF PAYMENTS. TSC and Carluccio agree that the cash
components of the Termination Payments (as defined in Section 3.(a) of the
Employment Agreement) will be payable if Carluccio is not in breach of Section
8, 9, 10, 16, or 17 of the Employment Agreement as follows:
(a)(i) fifty percent (50%) of the amount due to Carluccio as the salary
component of Termination Payments (such amount totaling $450,000) and
(ii) the first Average Bonus payment (as defined in the Employment
Agreement, such amount totaling $140,000) will be paid to Carluccio,
subject to required withholding, on February 15, 1999 with TSC's
regular payroll; and
(b) the remaining fifty percent (50%) of the amount due to Carluccio as
the salary component of Termination Payments (such aggregate amount
totaling $450,000) will be paid to Carluccio, subject to required
withholding and employee's health benefit contributions, in equal
payments, twice monthly, in accordance with TSC's normal payroll cycle,
over the two year period commencing on the Termination Date; and
(c) the second Average Bonus payment (such amount totaling $140,000)
will be paid to Carluccio, subject to required withholding, on February
15, 2000, such date corresponding with the date TSC anticipates paying
bonuses given its new fiscal year-end of December 31.
3. LETTER OF CREDIT FOR PAYMENTS. TSC agrees that it will establish a
letter of credit in favor of Carluccio to enable Carluccio to draw the specific
amounts contemplated in Sections 2(b) and (c) above when they are due and
payable pursuant to the terms of this Agreement if TSC does not make these
payments in accordance with the terms of this Agreement.
4. DEFERRED COMPENSATION. Carluccio has entered into a deferred
compensation agreement with TSC ("Deferred Compensation Agreement"). In
accordance with the terms of the Deferred Compensation Agreement, Carluccio
notified TSC in December 1998 of his decision to receive a lump sum pay out of
the balance in his deferred compensation account when his employment with TSC is
terminated in 1999. TSC agrees to comply with Carluccio's request and the terms
of his Deferred Compensation Agreement and make a lump sum payment to Carluccio
by April 9, 1999.
5. HEALTH INSURANCE AND SHORT TERM DISABILITY. TSC agrees that it will
continue Carluccio's health insurance benefits and short term disability
benefits until February 11, 2001 or until Carluccio is re-employed, whichever
comes first.
6. TSC INCENTIVE STOCK OPTIONS. Carluccio has entered into several
Technology Solutions Company Nonstatutory Stock Option Agreements with TSC.
These agreements shall all remain in full force and effect and all actions taken
or to be taken under these agreements shall be governed by the terms thereof.
7. COUNTRY CLUB MEMBERSHIP ADVANCE. On October 1, 1997 TSC advanced to
Carluccio $36 thousand to be used in conjunction with his obtaining a membership
at the Ridgewood Country Club in Paramus, New Jersey. Pursuant to the terms of
the advance agreement the advance is to be forgiven in the event that
Carluccio's employment with TSC is terminated by TSC for other than serious
misconduct. TSC agrees that the advance is so forgiven.
8. ENTIRE AGREEMENT. This Agreement and Sections 8, 9, 10, 15, 16, 17,
and 18 of the Employment Agreement, which shall survive termination of the
Employment Agreement, constitute the entire agreement between TSC and Carluccio
with respect to
the subject matter hereof. Neither Carluccio nor TSC may modify this Agreement
by oral agreements, promises, or representations. The parties may modify this
Agreement only by a written instrument signed by both parties.
9. CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.
10. MEDIATION OF DISPUTES. The parties agree that Sections 16 and 17 of
the Employment Agreement will apply to the resolution of any disputes arising
under this Agreement.
IN WITNESS WHEREOF, TSC has caused this Agreement to be executed by a
duly authorized officer of the company and Carluccio has executed this Agreement
as of the day and year first above written.
XXXXX X. XXXXXXXXX TECHNOLOGY SOLUTIONS COMPANY
Xxxxx X. Xxxxxxxxx By: Xxxx X. Xxxxxx
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Date: 2/2/99 Date:
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