8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 11, 2008

INNERWORKINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-52170	20-5997364
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	600 West Chicago Avenue Suite 850 Chicago, Illinois	60610
	(Address of principal executive offices)	(Zip Code)

(312) 642-3700

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 11, 2008, InnerWorkings, Inc. (the “Company”) issued a press release announcing the resignation of Scott Frisoni as the Company’s Executive Vice President of Sales effective January 11, 2008. In connection with his resignation, Mr. Frisoni entered into a Consulting Agreement with the Company, dated as of January 11, 2008 (the “Consulting Agreement”). Under the Consulting Agreement, Mr. Frisoni has agreed to provide consulting services to the Company for one year commencing on January 11, 2008 (the “Term”), unless terminated earlier. Such Term may be extended on a monthly or annual basis upon the mutual written consent of Mr. Frisoni and the Company. The Company will pay Mr. Frisoni $147,500 per year (the “Fee”) for the Term of the Consulting Agreement for his consulting services. Such Fee may be modified to a commission based arrangement in the discretion of the Company. In return, Mr. Frisoni has agreed to provide part-time services to the Company substantially consistent with those he performed as its Executive Vice President of Sales. The foregoing description of the Consulting Agreement is qualified in its entirety by reference to the actual terms of the Consulting Agreement, attached hereto as Exhibit 10.1 and incorporated by reference herein.

Simultaneous with the announcement of the resignation of Mr. Frisoni, the Company announced the appointment of Kevin Harrell, age 44, as its Executive Vice President of Sales effective January 11, 2008. Previously, Mr. Harrell was employed at Eastman Kodak Company, where he served in a senior sales management role and was responsible for developing strategic partnerships with Fortune 500 companies. Prior to his employment at Kodak, Mr. Harrell served for over seven years in various roles at Creo, Inc., a leading supplier of prepress and workflow systems used by commercial printers around the world.

                In connection with his appointment, Mr. Harrell entered into an Employment Agreement with the Company dated as of January 2, 2008 (the “Employment Agreement”). The Employment Agreement provides for Mr. Harrell’s employment as the Company’s Executive Vice President of Sales through January 2, 2012, unless terminated earlier. Under the Employment Agreement, Mr. Harrell will receive a base salary of not less than $250,000 per annum (“Base Salary”).  The Employment Agreement also provides for an annual target bonus amount equal to 30% of his Base Salary, subject to the Company’s achievement of certain performance objectives to be approved by its Board of Directors. The Company has also agreed to grant Mr. Harrell, subject to approval by its Board of Directors, $300,000 in stock based compensation, consisting of 50% in common stock options, which will vest ratably over a four-year period, and 50% in restricted shares of common stock, which also will vest ratably over a four-year period. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the actual terms of the Employment Agreement, attached hereto as Exhibit 10.2 and incorporated by reference herein.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01.              Financial Statements and Exhibits.

                (d)          Exhibits:

Exhibit No.	Description
10.1	Consulting Agreement dated as of January 11, 2008 by and between Scott Frisoni and InnerWorkings, Inc.
10.2	Employment Agreement dated as of January 2, 2008 by and between Kevin Harrell and InnerWorkings, Inc.
99.1	Press Release dated January 11, 2008.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INNERWORKINGS, INC.
Dated: January 17, 2008	By:	/s/ Nicholas J. Galassi
	Name:	Nicholas J. Galassi
	Title:	Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
10.1	Consulting Agreement dated as of January 11, 2008 by and between Scott Frisoni and InnerWorkings, Inc.
10.2	Employment Agreement dated as of January 2, 2008 by and between Kevin Harrell and InnerWorkings, Inc.
99.1	Press Release dated January 11, 2008.

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EX-10.1

 Exhibit 10.1

SCOTT A. FRISONI CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made and entered into as of this 11th day of January, 2008 (the “Effective Date”) by and between InnerWorkings, Inc., a Delaware corporation (the “Company”), and Scott A. Frisoni, an individual residing in the State of Illinois (the “Consultant”).

RECITALS

WHEREAS, the Consultant has served as the Company’s Executive Vice President of Sales since March 2002;

WHEREAS, the Consultant has resigned from his position as the Company’s Executive Vice President of Sales effective as of the Effective Date; and

WHEREAS, the Board of Directors of the Company, in order to secure the continued benefit of the Consultant’s perspective and insights, desires that the Company enter into an independent contractor relationship with the Consultant, and the Consultant desires to enter into an independent contractor relationship with the Company, upon the terms and conditions hereinafter contained, effective as of the Effective Date;

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and the mutual benefits accruing to the Company and the Consultant from the independent contractor relationship to be established between the parties by the terms of this Agreement, the parties hereby agree as follows:

1.             Term of Agreement.  This Agreement shall have a term of one (1) year commencing on the Effective Date (the “Term”).  The Term may be extended on a monthly or annual basis upon the mutual written consent of the Company and the Consultant.

2.             Scope of Engagement.  The Consultant will, during the Term and as requested by the Company, provide part-time services to the Company consistent with those performed as the Company’s Executive Vice President of Sales (the “Consulting Services”).   The Consultant agrees to devote at least fifty percent (50%) of his working time and efforts (which the Consultant agrees will be at least twenty (20) hours per week) to the Consulting Services.  The Consulting Services shall be performed by the Consultant, and the Consultant shall not be required to employ others to perform the Consulting Services.

3.             Compensation.  As compensation for the Consulting Services provided pursuant to this Agreement, the Consultant shall receive compensation of One Hundred Forty-Seven Thousand Five Hundred Dollars ($147,500) per year during the Term of this Agreement (the “Fee”).  The Fee shall be payable on a monthly basis by check or via wire transfer on the last business day of each month (or on a prorated basis for any partial month, calculated using a 30-day month) beginning on the Effective Date. In the discretion of the Company, the fee may be modified to a commission based compensation arrangement in order to secure the continued benefit of the consultant’s perspective and insights. Until such time, other than the Fee and as provided in Sections 4 and 11 hereof, under no circumstances shall the Company be liable to the Consultant for any other payments or commissions of any kind.

4.             Expense Reimbursement.  The Consultant shall be eligible to receive reimbursement for reasonable out-of-pocket expenses incurred in connection with the performance of the terms of this Agreement, provided that such reimbursement is directly related to the Consulting Services.  The Consultant shall provide the Company with documentation evidencing all requests for reimbursement of such expenses.

5.             Assignment of Rights.  The rights and obligations of the Consultant under this Agreement are personal rights and obligations of the Consultant, including the obligations to have all Consulting Services performed by the Consultant, and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior written consent of the Company.  The Company may assign or transfer its rights under this Agreement to any entity of which the Company owns more than fifty (50%) percent of the voting interests, provided that (i) the Company shall remain jointly and severally liable with such assignee or transferee for the payment of the Fee and (ii) any such assignee or transferee expressly assumes the obligations of the Company provided under this Agreement.

6.             Termination.  The Company or the Consultant may terminate this Agreement at any time upon thirty (30) days written notice to the other party.

7.             Rights and Obligations Upon Termination.  Upon termination of this Agreement the Company’s obligation to pay any amounts to the Consultant, except for any portion of the Fee earned or reimbursement of any expenses incurred, prior to such termination, shall cease.

8.             Acknowledgments by the Consultant.  The Consultant hereby acknowledges that:

(a)           The Consultant’s sole remuneration for the services described herein will be the amounts described in Sections 3 and 4 above, and the Consultant agrees that he shall not be entitled to any other payments for his services, including, without limitation, salary, bonuses, commissions or benefits.

(b)           The Consultant shall be solely responsible for all taxes (including employment and income taxes) and fees lawfully due as a result of the performance of his duties hereunder.  No part of the Consultant’s compensation under this Agreement will be subject to withholding for any Federal, State, social security, worker’s compensation or other taxes or payments.  The Company will report all fees paid to the Consultant to the Internal Revenue Service and any other applicable taxing authorities on Form 1099 or other appropriate forms.  The Consultant agrees that he will be obligated to report as income, and to pay all taxes upon, all amounts received by the Consultant pursuant to this Agreement.  The Consultant agrees to indemnify and hold the Company harmless from and against any taxes, penalties or interest that may be assessed by the Internal Revenue Service or any state department of revenue in connection with the payments made by the Company to the Consultant pursuant to this Agreement.

(c)           The Consultant is not authorized to enter into contracts or agreements on behalf of the Company or to otherwise create obligations of the Company or to third parties in performing the Consulting Services under this Agreement.

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(d)           The Consultant acknowledges and agrees that Section 8 (entitled Covenants Not to Compete or Solicit) of that certain Employment Agreement, dated as of January 1, 2005, between the Consultant and the Company, as amended (the “Employment Agreement”), shall remain in full force and effect and is hereby verified and confirmed in all respects.

9.             Covenants, Representations and Warranties.  The Consultant hereby covenants, represents and warrants that:

(a)           The Consultant is not under any pre-existing obligation inconsistent with the provisions of this Agreement.

(b)           The Consultant has the right, power and authority to enter into and perform this Agreement without violating or infringing any third party rights.

(c)           During the Term of this Agreement, the Consultant will comply with all laws and regulations in the course of his performance of this Agreement, and the Consulting Services performed hereunder will be performed, to the best of the Consultant’s ability, in a timely, complete, professional and workmanlike manner, in accordance with industry standards and in the best interests of the Company.

(d)           During the Term of this Agreement, the Consultant will not defame, disparage, libel or slander, or make any negative or derogatory statements concerning, the Company or any of its stockholders, directors, officers, employees, representatives, agents or affiliates (including any of their respective products, services, customers, suppliers, licensors, employees or agents).

10.           Confidential Information.

(a)           The Consultant acknowledges and agrees that in the course of the performance of the Consulting Services pursuant to this Agreement the Consultant may be given access to, or come into possession of, secret or confidential information of the Company, which information may consist of proprietary data or other confidential information relative to the activities of the Company (collectively, “Confidential Information”).  The Consultant further acknowledges and agrees that he will not use, distribute, duplicate, divulge or disclose in any manner, or permit any third party access to, any such Confidential Information, except in connection with the performance of the Consulting Services under this Agreement and so long as the secret or confidential nature of such Confidential Information is preserved.

(b)           The Consultant must notify the Company immediately upon discovering any breach of this Agreement or unauthorized use of Confidential Information, and must use his best efforts, and aid the Company, to recover possession of the Confidential Information, and to prevent further dissemination and unauthorized use.

(c)           The Consultant agrees that a violation by the Consultant of this Section 10 will cause irreparable injury to the Company and that the Company shall be entitled (without the posting of bond or any other form of security) to seek both preliminary and permanent injunctive relief enjoining and restraining the Consultant from doing or continuing to do any such act and any other violations or threatened violations of this Section 10.  The remedies set

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forth in this Section 10 shall be in addition to, rather than in lieu of, any other rights and remedies the parties may have at law or in equity.

11.           Indemnification.

(a)           The Company agrees to indemnify and hold harmless the Consultant (including his affiliates) from and against, and pay or reimburse the Consultant and such other indemnified persons for, any and all actions, claims, demands, proceedings, investigations, inquiries, liabilities, obligations, fines, deficiencies, costs, expenses, royalties, losses and damages (whether or not resulting from third party claims) related to or arising out of the execution, delivery or existence of this Agreement or the performance by the Consultant of  the Consulting Services pursuant to this Agreement, and to reimburse the Consultant and any other such indemnified person for out-of-pocket expenses and reasonable legal and accounting expenses incurred by him, her or it in connection with or relating to investigating, preparing to defend, defending, asserting or prosecuting any actions, claims or other proceedings (including any investigation or inquiry) arising in any manner out of or in connection with the execution, delivery or existence of this Agreement or the Consultant’s performance of the Consulting Services pursuant to this Agreement (whether or not such indemnified person is a named party in such proceeding); provided, however, that the Company shall not be responsible under this Section 11 for any claims, liabilities, losses, damages or expenses to the extent that they are finally judicially determined to have resulted from the Consultant’s (or any other indemnified person’s) gross negligence, willful misconduct, bad faith or knowing violation of applicable law.

(b)           Limitation on Liability.  The Company also agrees that the Consultant (or any other indemnified person) shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the retention of the Consultant pursuant to this Agreement or the performance by the Consultant of his obligations under this Agreement, except to the extent that any such liability is finally judicially determined to have resulted from the Consultant’s (or such other indemnified person’s) gross negligence, willful misconduct, bad faith or knowing violation of applicable law, in which case the Consultant’s aggregate liability to the Company shall be limited to an amount equal to the aggregate Fee received by the Consultant pursuant to this Agreement.

(c)           Contribution.  If and to the extent that the indemnification provided for in this Section 11 is not enforceable for any reason, the Company agrees to make the maximum contribution possible pursuant to applicable law to the payment and satisfaction of any actions, claims, liabilities, losses and damages incurred by the Consultant or any other indemnified persons for which they would have otherwise been entitled to be indemnified hereunder.

12.           Return of Materials.  The Consultant agrees that all tangible property in whole or part used, compiled or created by Consultant, or made available to the Consultant, during the Term of this Agreement and relating to the Consultant’s independent contractor relationship with the Company as set forth in this Agreement shall be returned promptly to the Company if this Agreement is terminated for any reason, or at any other time at the request of the Company.

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13.           Independent Contractor.  The Consultant acknowledges that he is acting as an independent contractor with respect to the Company for the purposes of performing the Consulting Services, that the Consultant is solely responsible for his actions or inactions, and that nothing in this Agreement shall be construed to create a partnership, joint venture or employment relationship with the Company for any purpose, including, without limitation: (i) for federal, state or local income or employment tax, withholding or reporting purposes, or (ii) for eligibility or entitlement to any benefit under any Company employee benefit plans, including, without limitation, any health, life, long-term disability, or retirement plan or program.  The Consultant hereby expressly waives his rights to pursue any claim for benefits under an employee benefit plan.

14.           No Undue Hardship.  The Consultant represents that his experience and abilities are such that observance of this Agreement will not cause the Consultant any undue hardship or unreasonably interfere with the Consultant’s ability to earn a livelihood.

15.           Miscellaneous.

(a)           Notice.  Any notices, requests, demands or other communication required or permitted hereunder will be in writing and may be (i) sent by registered or certified mail, postage prepaid, return receipt requested, (ii) served by personal delivery, (iii) made by facsimile transmission (with confirmation of receipt), or (iv) sent by overnight courier service to the receiving parties as follows:

If to the Company:	InnerWorkings, Inc.
	600 West Chicago Avenue
	Suite 850
	Chicago, Illinois 60610
	Facsimile: 312-604-0022
	Attention: Steven E. Zuccarini
If to the Consultant:	Scott A. Frisoni

Any such notice or communication shall be deemed to be given, (i) if sent by registered or certified mail, on the fifth (5) business day after the mailing thereof; (ii) if delivered in person, on the date delivered; (iii) if made by facsimile transmission, on the date transmitted; or (iv) if sent by overnight courier service, on the date delivered as evidenced by the bill of lading.  Any party sending a notice or other communication by facsimile transmission shall also send a hard copy of such notice or other communication by one of the other means of providing notice set forth in this Section 15(a).

(b)           No Waiver.  The failure of any party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver or any breach of any of the terms and conditions of this Agreement, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

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(c)           Binding Effect.  This Agreement shall be binding on and inure to the benefit of the respective heirs, successors and permitted assigns of the parties.

(d)           Governing Law.  The validity, interpretation, performance, and enforcement of this Agreement will be governed by the laws of the State of Illinois, without regard to conflicts of laws principles.  Each of the parties hereto (i) agrees that any suit, action or proceeding arising out of or relating to this Agreement shall be brought solely in the state or federal courts of the State of Illinois; (ii) consents to the exclusive jurisdiction of each such court in any suit, action or proceeding relating to or arising out of this Agreement; (iii) waives any objection that it may have to the laying of venue in any such suit, action or proceeding in any such court; and (iv) agrees that service of any court paper may be made in such manner as may be provided under applicable laws or court rules governing service of process.

(e)           Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THE PARTIES HERETO AGREE THAT SUCH WAIVER SHALL NOT BE DEEMED TO CONSTITUTE A WAIVER OF ADJUDICATION  BY A COURT HAVING APPROPRIATE JURISDICTION.

(f)            Entire Agreement.  Subject to the following sentence of this Section 15(f), this Agreement shall constitute the entire agreement between the parties and any prior written or oral agreement between the parties shall not be binding upon either party.  Notwithstanding the foregoing sentence, this Agreement shall not in any way affect the continued application of the Employment Agreement, which shall remain in full force and effect and is hereby verified and confirmed in all respects.

(g)           Interpretation.  Notwithstanding any provisions in this Agreement to the contrary, the parties agree that this Agreement shall be interpreted without giving effect to any principle of construction that would otherwise require this Agreement to be construed against a party that drafted it solely because such party drafted this Agreement.

(h)           Modification.  Any modification of this Agreement or additional obligation assumed by any party in connection with this Agreement shall be binding only if placed in writing and signed by the parties.

(i)            Paragraph Headings.  The titles to the paragraphs of this Agreement are solely for the convenience of the parties and shall not be used to explain, modify or simplify, or aid in the interpretation of the provisions of this Agreement.

(j)            Severability.  If a court of competent jurisdiction finds any provision of the Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances.  If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.

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(k)           Legal Counsel.  Each party hereby acknowledges that he or it has had full opportunity to consult with counsel and tax advisors of his or its selection in connection with the preparation and negotiation of this Agreement.

(l)            Counterparts.  This Agreement may be executed in counterparts, including counterparts transmitted by facsimile or electronic transmission, each of which shall be an original as against any party whose signature appears thereon and both of which together shall constitute one and the same instrument.

[signature page follows]

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IN WITNESS WHEREOF, the Consultant and the Company have executed and delivered this Agreement as of the Effective Date.

COMPANY:
INNERWORKINGS, INC.
By:	/s/ Steven E. Zuccarini
Name:	Steven E. Zuccarini
Title:	Chief Executive Officer
CONSULTANT:
/s/ Scott A. Frisoni
Scott A. Frisoni

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

                THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 2nd, 2008 (the “Effective Date”), by and between InnerWorkings, Inc., a Delaware corporation (the “Company”), and Kevin Harrell (“Employee”).

1.             Employment; Position and Duties.  The Company agrees to employ Employee, and Employee agrees to be employed by the Company, upon the terms and conditions of this Agreement.  Employee shall be employed by the Company as the Company’s Executive Vice President of Sales and shall report to the Chief Operating Officer of the Company.  Employee shall perform his duties and responsibilities to the best of his ability and in a diligent, businesslike and efficient manner.  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’s duties shall include all those duties customarily performed by the Executive Vice President of Sales and such other duties and responsibilities commensurate with such position as may be reasonably assigned to him by the Chief Operating Officer of the Company.  Employee acknowledges and agrees that his responsibilities shall include business development activities and assistance and support to the mergers and acquisitions department.  Employee shall comply with any policies and procedures established for Company employees from time to time, including without limitation, those policies and procedures contained in the Company’s employee handbook previously delivered to Employee.  Employee agrees that during the Term of Employment he 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 best efforts to the Company.

2.             Term of Employment.  The term of this Agreement shall commence on the Effective Date and shall expire on January 2nd, 2012, unless earlier terminated by either party in accordance with the terms of this Agreement.  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.”  This Agreement may be terminated by Employee or by the Company at any time, with or without Cause (as defined below).  Upon the termination of Employee’s employment with the Company for any reason, neither party shall have any further obligation or liability under this Agreement to the other party, except as set forth in Sections 5, 6, 7, 8, 9, 10, 11, 12 and 13 of this Agreement.

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 3 as follows:

(a)           Base Salary.  During the Term of Employment, Employee shall be paid a base salary (“Base Salary”) of $250,000.00 on an annualized basis, subject to applicable withholding, in accordance with the Company’s normal payroll procedures.  Employee’s salary shall be reviewed on an annual basis by the Company for possible increase (but not decrease) based on the Company’s operating results and financial condition, salaries paid to other Company executives, and general marketplace and other applicable considerations.

Such increased Base Salary, if any, shall then constitute Employee’s “Base Salary” for purposes of this Agreement.

(b)           Benefits.  During the Term of Employment, Employee shall have the right, on the same basis as other members of management of the Company, to participate in and to receive benefits under any of the Company’s employee benefit plans, insurance programs and/or indemnification agreements, as the same may then be in effect from time to time, subject to any applicable waiting periods and other terms and restrictions thereof.  The Company shall reimburse Employee for the full amount of his insurance costs for him and his family should he elect to participate in the Company’s insurance program(s).

(c)           Bonus.  In addition to the Base Salary, Employee shall be eligible to receive an annual performance bonus (“Performance Bonus”) of up to 30% of his Base Salary.  The Performance Bonus shall be a discretionary bonus, determined in the sole discretion of the Company, with consideration given to Employee’s performance of his duties and the Company’s financial performance, as well certain performance targets that are approved by the Employees and/or Directors of the Company.  In addition, for Company performance in excess of target, Kevin may be eligible for an annual bonus of up to 150% of base salary.

(d)           Expenses.  The Company agrees to pay or to reimburse Employee for all reasonable, ordinary, necessary 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.

(e)           Vacation.  During the Term of Employment, Employee shall be entitled to four (4) weeks paid vacation per calendar year, 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.  Vacation time will be accrued at a rate of 30 days per month and will not carry over from year to year.

(f)            Car Allowance.  During the Term of Employment, the Company will provide Employee with a car allowance equal to $600 per month in accordance with the Company’s automobile policy then in effect generally for its employees.

4.             Equity Compensation.  On the Effective Date of Employment, Kevin shall receive stock based compensation, with a mix of 50% stock options and 50% of restricted shares, equivalent to $300,000 and vesting ratably over a four year period (i.e. $75,000 per year in value).  The equity shall be subject to the following vesting schedule: 25% of shares and options shall vest on each of January 2nd, 2009, January 2nd, 2010, January 2^nd, 2011, and January 2nd, 2012.  Except as provided herein, the equity shall be subject to the terms of the InnerWorkings, Inc. 2006 Stock Incentive Plan (the “Plan”) and the equity agreement provided to Employee pursuant to the Plan, and Employee’s receipt of the Restricted Stock shall be subject to his executing such restricted stock agreement.  A copy of the Plan and the restricted stock agreement are attached hereto as Exhibit A and Exhibit B, respectively.

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5.             Rights and Obligations Upon Termination.

(a)           Definition of Cause.  For purposes of this Agreement, “Cause” shall mean any of the following:

(i)            Employee’s failure to perform reasonably assigned duties and responsibilities, which failure is not cured by Employee after fifteen (15) days prior written notice specifying the nature of the failure (provided, that any such notice also must include a statement that failure to cure any such failure may result in the termination by the Company of Employee’s employment for Cause) or is not capable of being cured;

(ii)           the theft, dishonesty, fraud, misappropriation or other criminal malfeasance by Employee against with respect to the Company or any of its subsidiaries or affiliates or the falsification of any employment or other records of the Company by Employee;

(iii)          the determination by the Company that Employee has committed an act or acts constituting a felony or any other crime involving theft, dishonesty, fraud or moral turpitude;

(iv)          the determination by the Company that Employee has engaged in willful misconduct or gross negligence in the performance of his employment duties;

(v)           the determination by the Company that Employee has engaged 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 subsidiaries or affiliates if he were to continue to be retained as one of its employees; or

(vi)          the breach by Employee of any material provision of this Agreement, which breach is not cured by Employee after fifteen (15) days prior written notice specifying the nature of the breach (provided, that any such notice also must include a statement that failure to cure any such breach may result in the termination by the Company of Employee’s employment for Cause) or is not capable of being cured.

(b)           Definition of Good Reason.  For purposes of this Agreement, “Good Reason” shall mean any of the following:

(i)            a material reduction Employee’s duties or responsibilities in his capacity as a Senior Vice President of Operations without Employee’s consent, or a permanent change in Employee’s duties and responsibilities which are materially inconsistent with the duties and responsibilities of a Senior Vice President of Operations of the Company, which reduction or change is not cured within fifteen (15) 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);

(ii)           Employee being required to relocate the office from which he performs his responsibilities to an office that is located more than thirty (30) miles outside of Chicago, Illinois; or

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(iii)          a material breach of this Agreement by the Company, which breach is not cured within fifteen (15) 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).

(c)           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 Employee’s Base Salary then in effect, less applicable withholding and in accordance with the Company’s normal payroll procedures, for a period equal to six (6) months following the effective date of such termination (the “Severance Period”);

(ii)           pay any unpaid reimbursable expenses outstanding as of the date of termination;

(iii)          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 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 effective date of termination (as such Continued Plans are from time to time in effect) 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”).

Notwithstanding anything to the contrary herein, no payments shall be due under this Section 5(c) unless and until Employee shall have executed a general release and waiver of claims against the Company, consistent with Section 8 below, and in a form reasonably satisfactory to the Company, and the execution of such general release and waiver shall be a condition to Employee’s rights under this Section 5(c).

(d)           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 effective date of such termination;

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(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; and

                (iii)          afford Employee such rights granted by the COBRA.

(e)           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.

6.             Non-Competition.  During the Term of Employment and for a period of two (2) years following the expiration or termination of the Term of Employment for any reason, Employee shall not, anywhere in the Geographic Area (as defined below), other than on behalf of Company or with the prior written consent of Company, directly or indirectly, perform services for (whether as an employee, agent, consultant, advisor, independent contractor, owner, principal, proprietor, partner, officer, director or otherwise), have any ownership interest in (except for passive ownership of five percent (5%) or less of any entity whose securities have been registered under the Securities Act or Section 12 of the Securities Exchange Act of 1934, as amended), or participate or engage in the financing, operation, management or control of, any firm, partnership, corporation, entity or business that engages or participates in a “competing business purpose” (as defined below).

For the purpose of this Agreement, the term “competing business purpose” shall mean the sale or provision of any printed materials, items or other products or services that are competitive in any manner with the products or services sold or offered by the Company during the term of this Agreement.  The term “Geographic Area” shall mean any geographic area in which the Company or any of its affiliates or subsidiaries conduct business.

The covenants contained in this Section 6 shall be construed as a series of separate covenants, one for each county, city, state, or any similar subdivision in any Geographic Area.  Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding Sections.  If, in any judicial proceeding, a court refuses to enforce any of such separate covenants (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced.  In the event that the provisions of this Section 8 are deemed to exceed the time, geographic or scope limitations permitted by applicable law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable laws.

7.             Non-Solicitation.  During the Term of Employment and for a period of two (2) years following the expiration or termination of the Term of Employment for any reason, Employee shall not, directly or indirectly, on his own behalf or in the service or on behalf of others:

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                                (a)           solicit, induce or divert or attempt to solicit, induce or divert any customer, potential customer, supplier, licensee, licensor, vendor or other business relation of Company to cease doing business with Company, or in any way interfere with the relationship between any customer, potential customer, supplier, licensee, licensor, vendor or other business relation of Company or solicit the business of any customer or potential customer of Company, whether or not Employee had personal contact with such entity; and

                                (b)           solicit, induce or divert, or take any action which is intended to solicit, induce or divert, or has the effect of soliciting, inducing or diverting, any employee, consultant or independent contractor of Company or any of its subsidiaries or affiliates to terminate his or his employment or other relationship with Company or its subsidiary or affiliate, other than in the discharge of his duties as an officer of the Company, or hire or attempt to hire any such employee, consultant or independent contractor.

8.             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 or any of its subsidiaries or affiliates, 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 or any of its subsidiaries or affiliates and any suppliers or customers of the Company or any of its subsidiaries or affiliates, and includes, without limitation, innovations, tangible and intangible property, information of the Company or any of its subsidiaries or affiliates 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 twenty-four (24) months 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 as soon as practical after Employee receives notice of such obligation and prior to any disclosure pursuant to such obligation, affords the Company the opportunity and reasonably 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).

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9.             Equitable Remedies.  Employee acknowledges and agrees that the agreements and covenants set forth in Sections 6, 7, and are reasonable in scope and essential for the protection of the Company’s business interests, that irreparable injury will result to the Company if Employee breaches any of the terms of said covenants, and that in the event of Employee’s actual or threatened breach of any such covenants, the Company will have no adequate remedy at law.  Employee accordingly agrees that, in the event of any actual or threatened breach by Employee of any of said covenants, the Company will be entitled to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages.  Nothing in this Section 9 will be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of any damages that it is able to prove.

10.           Dispute Resolution.   In the event of any dispute or claim relating to or arising out of this Agreement (including, but not limited to, any claims of breach of contract, wrongful termination or age, sex, race or other discrimination), Employee and the Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration Association in Chicago, Illinois in accordance with its National Employment Dispute Resolution rules, as those rules are currently in effect (and not as they may be modified in the future).  Any award rendered by the arbitrator shall be final and binding and may be entered by any court having jurisdiction thereof.  Employee acknowledges that by accepting this arbitration provision he is waiving any right to a jury trial in the event of such dispute.  Notwithstanding the foregoing, this arbitration provision shall not apply to (i) any equitable remedies which the Company may seek in connection with Employee’s breach or alleged breach of any covenant or agreement in Sections 6, 7, 8, or 9 above or (ii) any disputes or claims relating to or arising out of the misuse or misappropriation of trade secrets or proprietary information.

11.           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.

12.           Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns, provided that successor or assignee is the successor to substantially all of the assets of the Company, or a majority of its then outstanding Units, and that such successor or assignee assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.  In view of the personal nature of the services to be performed under this Agreement by Employee, she shall not have the right to assign or transfer any of his rights, obligations or benefits under this Agreement, except as otherwise noted herein.

13.           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

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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.

14.           Entire Agreement.  This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between Employee and the Company regarding the terms and conditions of his employment.  This Agreement supersedes all prior negotiations, representations or agreements between Employee and the Company, whether written or oral, concerning Employee’s employment.

15.           No Conflict.  Employee represents and warrants to the Company that neither his entry into this Agreement nor his performance of his obligations hereunder will conflict with or result in a breach of the terms, conditions or provisions of any other agreement or obligation to which Employee is a party or by which Employee is bound, including without limitation, any non-competition or confidentiality agreement previously entered into by Employee.

16.           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.

17.           Amendments.  This Agreement may not be modified or amended except by a  written agreement signed by Employee and the Company.

18.           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]

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                IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year written below.

COMPANY:
INNERWORKINGS, INC.
By:	/s/ Nicholas J. Galassi
Name:	Nicholas J. Galassi
Its:	Chief Financial Officer
EMPLOYEE:
/s/ Kevin Harrell
Kevin Harrell

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT:

Mark Desky

(312) 604-5470

mdesky@iwprint.com

InnerWorkings Appoints New Executive Vice President of Sales
and Names Senior Sales and Operations Executives

Chicago, IL January 11, 2008 – InnerWorkings, Inc. (NASDAQ: INWK), a leading provider of managed print solutions to corporate clients in the United States, today announced the appointment of Kevin Harrell as Executive Vice President of Sales and the appointment of four senior executives, effective immediately.

Harrell joins InnerWorkings from Eastman Kodak Company, where he served in a senior sales management role and was responsible for developing strategic partnerships with Fortune 500 companies. Prior to Kodak, Harrell spent more than seven years at Creo Inc., a leading supplier of prepress and workflow systems used by commercial printers around the world. Prior to Creo, Harrell spent 10 years at 3M in various sales and management positions in its Information and Imaging sector.

InnerWorkings is also pleased to announce the hiring of two additional senior executives and the promotion of two others to senior executive positions.

Jonathan Shean joins InnerWorkings as Senior Vice President of Sales Operations/Supply Chain Management.  Prior to joining InnerWorkings, Shean held a senior management position at Domtar Corporation, a leading global producer of paper.  Shean served in various management roles with increasing responsibilities at Domtar for over 12 years.

Janet Viane joins InnerWorkings as Senior Vice President, Operations/Solutions Delivery. Viane previously served as Senior Vice President, Service Delivery at Experian, a global information solutions provider. From 1996 to 1997, she served as Chief Executive Officer of printing firm John S. Swift Company. From 1981 to 1996, Viane served in various senior client services, sales, manufacturing,

marketing and human resources roles at R.R. Donnelley & Sons Company and its subsidiary Metromail.

In addition, InnerWorkings recently promoted John Calzaretta to Senior Vice President of Enterprise Sales and Robert Maus to Senior Vice President of Transactional Sales. Prior to InnerWorkings, Calzaretta was Vice President of SBC’s Global Markets sales organization. Prior to InnerWorkings, Maus served in a variety of sales executive positions at Quebecor World and R.R. Donnelley & Sons Company.

“We are thrilled to have attracted such high caliber individuals to be a part of our organization and are very excited to add such experienced talent to our senior sales and operations teams,” said Steven Zuccarini, Chief Executive Officer of InnerWorkings.

Concurrent with Harrell’s appointment, Scott Frisoni stepped down from his role as Executive Vice President of Sales. He will serve as a consultant to the Company for one year to help in the transition and will continue to support several key client relationships.

About InnerWorkings, Inc.Chicago-based InnerWorkings, Inc. (NASDAQ:INWK) is a leading provider of managed print solutions to corporate clients in the United States. With proprietary technology, an extensive supplier network and domain expertise, the Company procures, manages and delivers printed products as part of a comprehensive outsourced enterprise solution. Based in Chicago with numerous other offices in the United States, InnerWorkings procures printed products for clients across a wide range of industries, such as advertising, consumer products, publishing and retail. For more information on InnerWorkings, visit: www.iwprint.com.

Forward-Looking Statements

This release contains statements relating to future results.  These statements are forward-looking statements under the federal securities laws.  We can give no assurance that any future results discussed in these statements will be achieved.  Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date.  These statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this release. 

For a discussion of important factors that could affect our actual results, please refer to our SEC filings, including the “Risk Factors” section of the Form 10-K we filed with the SEC.