-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UxL4yjZad7V+2k8hscryVi5LLLz7/HA7nBQY9loNhvPs7HX0ExDXg/HXqfcwpE80 IUHD48FXnJ32ku5yUwaPng== 0000912057-97-024390.txt : 19970717 0000912057-97-024390.hdr.sgml : 19970717 ACCESSION NUMBER: 0000912057-97-024390 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970716 EFFECTIVENESS DATE: 19970716 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNOLOGY SOLUTIONS COMPANY CENTRAL INDEX KEY: 0000877645 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 363584201 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31387 FILM NUMBER: 97641461 BUSINESS ADDRESS: STREET 1: 205 N MICHIGAN AVE STREET 2: SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3128619600 MAIL ADDRESS: STREET 1: 205 NORTH MICHIGAN AVE STREET 2: SUITE 1500 CITY: CHICAGO STATE: IL ZIP: 60601 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on July 16, 1997 Registration No. 333-______ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- TECHNOLOGY SOLUTIONS COMPANY (Exact name of registrant as specified in its charter) ---------------------- DELAWARE 36-3584201 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 205 NORTH MICHIGAN AVENUE CHICAGO, ILLINOIS 60601 (312) 228-4500 (Address of Principal Executive Offices) ---------------------- TECHNOLOGY SOLUTIONS COMPANY 1996 STOCK INCENTIVE PLAN THE BENTLEY COMPANY STOCK OPTION INCENTIVE PLAN (Full title of each plan) ---------------------- PAUL R. PETERSON, ESQ. SENIOR VICE PRESIDENT AND GENERAL COUNSEL TECHNOLOGY SOLUTIONS COMPANY 205 NORTH MICHIGAN AVENUE, SUITE 1500 CHICAGO, ILLINOIS 60601 (Name and address of agent for service) ---------------------- (312) 228-4500 (Telephone number, including area code, of agent for service) ----------------------
- --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of each class of securities Amount to be offering price aggregate offering Amount of to be registered registered (1) per share (2) price (2) registration fee - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 2,625,610 shares $ 35.19 $ 92,397,895.05 $ 27,999.26 - --------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------
1. This Registration Statement also covers an indeterminate number of additional shares of Common Stock that may become issuable pursuant to the anti-dilution provisions of the Technology Solutions Company 1996 Stock Incentive Plan or the antidilution provisions of The Bentley Company Stock Option Plan. 2. Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, based upon the weighted average option price of shares subject to outstanding options, and, as to shares not currently subject to outstanding options, the average of the high and low prices reported in the consolidated reporting system on July 11, 1997. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION Not required to be included herewith ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION Not required to be included herewith PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents heretofore filed (File No. 0-19433) with the Securities and Exchange Commission (the "Commission") by Technology Solutions Company, a Delaware corporation (the "Company"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1996; (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended August 31, 1996, November 30, 1996 and February 28, 1997; (c) The Company's Current Reports on Form 8-K dated June 19, June 26, September 24 and December 19, 1996 and July 2, 1997; and (d) The description of the Common Stock, $0.01 par value, of the Company ("Common Stock"), which is contained in the registration statement on Form 8-A under the Securities Exchange Act of 1934 (the "Exchange Act"), filed with the Commission on July 25, 1991, including any subsequent amendment or any report filed for the purpose of updating such description. In addition to the foregoing, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement, including financial statements, contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law authorizes Delaware corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director. The Company's Certificate of Incorporation and By-Laws require indemnification of the Company's officers and directors to the fullest extent permitted by Delaware law. The Company also maintains directors' and officers' insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS Exhibit Description of Exhibit - ------- ---------------------- 4.1 Certificate of Incorporation of the Company, as amended, filed as Exhibit 3.01 to the Company's Registration Statement on Form S-1, Registration Number 33-41824, is incorporated herein by reference. 4.2 By-Laws of the Company, as amended, filed as Exhibit 3.02 to the Company's Registration Statement on Form S-1, Registration Number 33-41824 is incorporated herein by reference. *4.3 Technology Solutions Company 1996 Stock Incentive Plan. *4.4 The Bentley Company Stock Option Incentive Plan. *4.5 Unanimous Consent of the Board of Directors of The Bentley Company approving amendment to The Bentley Company Stock Option Incentive Plan. *5 Opinion of Sidley & Austin. *23.1 Consent of Sidley & Austin (included in Exhibit 5). *23.2 Consent of Price Waterhouse LLP. *24 Powers of Attorney. - -------------------------- * Filed herewith. ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 15th day of July, 1997. TECHNOLOGY SOLUTIONS COMPANY By: John T. Kohler -------------------------------------- John T. Kohler President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 15th day of July, 1997. Name Capacity ---- -------- * Chairman of the Board of Directors - -------------------------- William H. Waltrip John T. Kohler President, Chief Executive Officer, and - -------------------------- Director John T. Kohler (principal executive officer) Martin T. Johnson Senior Vice President and Chief Financial - -------------------------- Officer Martin T. Johnson (principal financial and accounting officer) * Director - -------------------------- Michael J. McLaughlin * Director - -------------------------- Michael J. Murray * Director - -------------------------- Stephen B. Oresman * Director - -------------------------- John R. Purcell *By: Paul R. Peterson ---------------------- Paul R. Peterson Attorney-in-fact INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 Exhibit Description of Exhibit - ------- ---------------------- 4.1 Certificate of Incorporation of the Company, as amended, filed as Exhibit 3.01 to the Company's Registration Statement on Form S-1, Registration Number 33-41824, is incorporated herein by reference. 4.2 Bylaws of the Company, as amended, filed as Exhibit 3.02 to the Company's Registration Statement on Form S-1, Registration Number 33-41824, is incorporated herein by reference. *4.3 Technology Solutions Company 1996 Stock Incentive Plan. *4.4 The Bentley Company Stock Option Incentive Plan *4.5 Unanimous Consent of the Board of Directors of The Bentley Company approving an amendment to The Bentley Company Stock Option Incentive Plan. *5 Opinion of Sidley & Austin. *23.1 Consent of Sidley & Austin (included in Exhibit 5). *23.2 Consent of Price Waterhouse LLP. *24 Powers of Attorney. * Filed herewith EX-4.3 2 EXHIBIT 4.3 TECHNOLOGY SOLUTIONS COMPANY 1996 STOCK INCENTIVE PLAN I. INTRODUCTION 1.1 PURPOSES. The purposes of the 1996 Stock Incentive Plan (the "Plan") of Technology Solutions Company (the "Company") are to (i) align the interests of the Company's stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company's growth and success, (ii) advance the interests of the Company by attracting and retaining directors (including Non-Employee Directors), officers, other key employees, consultants, independent contractors and agents and (iii) motivate such persons to act in the long-term best interests of the Company's stockholders. 1.2 CERTAIN DEFINITIONS. "AGREEMENT" shall mean the written agreement evidencing an award hereunder between the Company and the recipient of such award. "BOARD" shall mean the Board of Directors of the Company. "BONUS STOCK" shall mean shares of Common Stock which are not subject to a Restriction Period or Performance Measures. "BONUS STOCK AWARD" shall mean an award of Bonus Stock under this Plan. "CHANGE IN CONTROL" shall have the meaning set forth in Section 6.8(b). "CODE" shall mean the Internal Revenue Code of 1986, as amended. "COMMITTEE" shall mean the Committee designated by the Board, consisting of two or more members of the Board, each of whom shall be (i) a "Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act and (ii) an "outside director" within the meaning of Section 162(m) of the Code, subject to any transition rules applicable to the definition of outside director. "COMMON STOCK" shall mean the common stock, $.01 par value, of the Company. "COMPANY" has the meaning specified in Section 1.1. "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended. 1 "FAIR MARKET VALUE" shall mean the closing transaction price of a share of Common Stock as reported by The Nasdaq Stock Market or the principal national securities exchange on which the Common Stock is then traded, on the date as of which such value is being determined, or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate. "FREE-STANDING SAR" shall mean an SAR which is not issued in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock), cash or a combination thereof with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised. "INCENTIVE STOCK OPTION" shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option. "INCUMBENT BOARD" shall have the meaning set forth in Section 6.8(b)(2) hereof. "MATURE SHARES" shall mean shares of Common Stock for which the holder thereof has good title, free and clear of all liens and encumbrances and which such holder has held for at least six months. "NON-EMPLOYEE DIRECTOR" shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary. "NON-STATUTORY STOCK OPTION" shall mean a stock option which is not an Incentive Stock Option. "PERFORMANCE MEASURES" shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the exercisability of all or a portion of an option or SAR, (ii) as a condition to the grant of a Stock Award or (iii) during the applicable Restriction Period or Performance Period as a condition to the holder's receipt, in the case of a Restricted Stock Award, of the shares of Common Stock subject to such award, or, in the case of a Performance Share Award, of the shares of Common Stock subject to such award and/or of payment with respect to such award. In the sole discretion of the Committee, the Committee may amend or adjust the Performance Measures or other terms and conditions of an outstanding award in recognition of unusual or nonrecurring events affecting the Company or its financial statements or changes in law or accounting principles. Such criteria and objectives may include one or more of the following: the attainment by a share of Common Stock of a specified Fair Market Value for a specified period of time, earnings per share, return to stockholders (including dividends), operating income, operating income margin, return on equity, earnings of the Company, revenues, market share, cash flow or cost reduction goals, or any combination of 2 the foregoing. If the Committee desires that compensation payable pursuant to any award subject to Performance Measures be "qualified performance-based compensation" within the meaning of Section 162(m) of the Code, the Performance Measures (i) shall be established by the Committee no later than 90 days after the beginning of the Performance Period or Restriction Period, as applicable (or such other time designated by the Internal Revenue Service) and (ii) shall satisfy all other applicable requirements imposed under Treasury Regulations promulgated under Section 162(m) of the Code, including the requirement that such Performance Measures be stated in terms of an objective formula or standard. "PERFORMANCE PERIOD" shall mean any period designated by the Committee during which the Performance Measures applicable to a Performance Share Award shall be measured. "PERFORMANCE SHARE" shall mean a right, contingent upon the attainment of specified Performance Measures within a specified Performance Period, to receive one share of Common Stock, which may be Restricted Stock, or in lieu of all or a portion thereof, the Fair Market Value of such Performance Share in cash. "PERFORMANCE SHARE AWARD" shall mean an award of Performance Shares under this Plan. "PERMANENT AND TOTAL DISABILITY" shall have the meaning set forth in Section 22(e)(3) of the Code or any successor thereto. "PREDECESSOR PLANS" shall mean the Technology Solutions Company Stock Option Plan, the Technology Solutions Company 1992 Stock Incentive Plan and the Technology Solutions Company 1993 Outside Directors Stock Option Plan. "RESTRICTED STOCK" shall mean shares of Common Stock which are subject to a Restriction Period. "RESTRICTED STOCK AWARD" shall mean an award of Restricted Stock under this Plan. "RESTRICTION PERIOD" shall mean any period designated by the Committee during which the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award. "SAR" shall mean a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR. "STOCK AWARD" shall mean a Restricted Stock Award or a Bonus Stock Award. "SUBSIDIARY" shall have the meaning set forth in Section 1.4. 3 "TANDEM SAR" shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Non-Statutory Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock), cash or a combination thereof with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered. "TAX DATE" shall have the meaning set forth in Section 6.5. "TEN PERCENT HOLDER" shall have the meaning set forth in Section 2.1(a). 1.3 ADMINISTRATION. This Plan shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Non-Statutory Stock Options, (ii) SARs in the form of Tandem SARs or Free-Standing SARs, (iii) Stock Awards in the form of Restricted Stock or Bonus Stock and (iv) Performance Shares. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common Stock, the number of SARs and the number of Performance Shares subject to such an award, the exercise price or base price associated with the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, subject to the requirements imposed under Section 162(m) of the Code and regulations promulgated thereunder in the case of an award intended to be qualified performance-based compensation, take action such that (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding Restricted Stock Award shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding Performance Share Award shall lapse, and (iv) the Performance Measures applicable to any outstanding Restricted Stock Award (if any) and to any outstanding Performance Share Award shall be deemed to be satisfied at the maximum or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions shall be final, binding and conclusive. The Committee may delegate some or all of its power and authority hereunder to the President or other executive officer of the Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority with regard to (i) the grant of an award to any person who is a "covered employee" within the meaning of Section 162(m) of the Code or who, in the Committee's judgment, is likely to be a covered employee at any time during the period an award hereunder to such employee would be 4 outstanding or (ii) the selection for participation in this Plan of an officer or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an award to such an officer or other person. A majority of the Committee shall constitute a quorum. The acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at any meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting. 1.4 ELIGIBILITY. Participants in this Plan shall consist of such directors, officers, other key employees, consultants, independent contractors and agents of the Company, and its subsidiaries (individually a "Subsidiary" and collectively the "Subsidiaries") as the Committee in its sole discretion may select from time to time. For purposes of this Plan, references to employment shall also mean an agency or independent contractor relationship and references to employment by the Company shall also mean employment by a Subsidiary. The Committee's selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time. Non-Employee Directors of the Company shall also be eligible to participate in this Plan in accordance with Section V. Notwithstanding anything contained herein to the contrary, no person other than an employee of the Company or a Subsidiary may be granted an Incentive Stock Option hereunder. 1.5 SHARES AVAILABLE. Subject to adjustment as provided in Section 6.7, 1,000,000 shares of Common Stock shall be available under this Plan, reduced by the sum of the aggregate number of shares of Common Stock (i) that are issued upon the grant of a Stock Award and (ii) which become subject to outstanding options, outstanding Free-Standing SARs and outstanding Performance Shares. In addition, shares of Common Stock available to be granted under the Predecessor Plans on the effective date of this Plan shall thereafter be available for grant solely under this Plan. To the extent that shares of Common Stock subject to an outstanding option granted hereunder or under a Predecessor Plan (except to the extent shares of Common Stock are issued or delivered by the Company in connection with the exercise of a Tandem SAR), Free-Standing SAR, Stock Award or Performance Share are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or by reason of the delivery or withholding of shares of Common Stock to pay all or a portion of the exercise price of an award, if any, or to satisfy all or a portion of the tax withholding obligations relating to an award, then such shares of Common Stock shall again be available under this Plan. Shares of Common Stock shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof. To the extent required by Section 162(m) of the Code and the rules and regulations thereunder, the maximum number of shares of Common Stock with respect to which options or SARs, Stock Awards or Performance Share Awards or a combination thereof may be granted during any fiscal year of the Company to any person shall be 150,000, subject to adjustment as provided in Section 6.7. 5 II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS 2.1 STOCK OPTIONS. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons as may be selected by the Committee. Each option, or portion thereof, that is granted to a person other than an employee of the Company or a Subsidiary or that is otherwise not an Incentive Stock Option, shall be a Non-Statutory Stock Option. Each Incentive Stock Option shall be granted within ten years of the effective date of this Plan. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under this Plan or any other plan of the Company, or any parent or subsidiary as defined in Section 424 of the Code) exceeds the amount (currently $100,000) established by the Code, such options shall constitute Non-Statutory Stock Options. Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable: (a) Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per share of Common Stock purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the purchase price per share of Common Stock purchasable upon exercise of an Incentive Stock Option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such option; provided further, that if an Incentive Stock Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more than ten percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a "Ten Percent Holder"), the purchase price per share of Common Stock shall be the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option. (b) Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee; provided, however, that no Incentive Stock Option shall be exercised later than ten years after its date of grant; provided further, that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an option or to the exercisability of all or a portion of an option. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock. (c) Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanied by payment therefor in full (or arrangement made for such payment to the Company's satisfaction) either (A) in cash, (B) by delivery of Mature Shares having an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price 6 payable by reason of such exercise, (C) in cash by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (D) a combination of (A) and (B), in each case to the extent set forth in the Agreement relating to the option, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably request. The Company shall have sole discretion to disapprove of an election pursuant to any of clauses (B)-(D) and in the case of an optionee who is subject to Section 16 of the Exchange Act, the Company may require that the method of making such payment be in compliance with Section 16 and the rules and regulations thereunder. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the optionee. No certificate representing Common Stock shall be delivered until the full purchase price therefor has been paid (or arrangement made for such payment to the Company's satisfaction). 2.2 STOCK APPRECIATION RIGHTS. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free- Standing SAR. SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable: (a) Number of SARs and Base Price. The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined by the Committee. (b) Exercise Period and Exercisability. The Agreement relating to an award of SARs shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. The period for the exercise of an SAR shall be determined by the Committee; provided, however, that no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related option. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to Section 3.2(d). Prior to the exercise of an SAR for shares of Common Stock, including Restricted Stock, the holder of such SAR shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such SAR and shall have rights as a stockholder of the Company in accordance with Section 6.10. 7 (c) Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (i) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (ii) by executing such documents as the Company may reasonably request. 2.3 TERMINATION OF EMPLOYMENT OR SERVICE (a) GENERAL. Subject to paragraph (b) below, all of the terms relating to the exercise, cancellation or other disposition of an option or SAR upon a termination of employment with or service to the Company of the holder of such option or SAR, as the case may be, whether by reason of disability, retirement, death or other termination, shall be determined by the Committee. Such determination shall be made at the time of the grant of such option or SAR, as the case may be, and shall be specified in the Agreement relating to such option or SAR. (b) Incentive Stock Options. Except as set forth in this paragraph (b), all of the terms relating to the exercise, cancellation or other disposition of an Incentive Stock Option upon a termination of employment with the Company of the holder of such option, including whether such Incentive Stock Option shall become exercisable in full upon such termination, shall be determined by the Committee. Such determination shall be made at the time of the grant of such Incentive Stock Option and shall be specified in the Agreement relating to such Incentive Stock Option. If the employment with the Company of a holder of an Incentive Stock Option terminates by reason of Permanent and Total Disability, each Incentive Stock Option held by such optionee may thereafter be exercised by such optionee (or such optionee's legal representative or similar person) until and including the earliest to occur of (i) the date which is one year (or such shorter period as set forth in the Agreement relating to such option) after the effective date of such optionee's termination of employment by reason of Permanent and Total Disability and (ii) the expiration date of the term of such option. If the employment with the Company of a holder of an Incentive Stock Option terminates by reason of death, each Incentive Stock Option held by such optionee may thereafter be exercised by such optionee's executor, administrator, legal representative, beneficiary or similar person until and including the earliest to occur of (i) the date which is one year (or such other period as set forth in the Agreement relating to such option) after the date of death and (ii) the expiration date of the term of such option. If the employment with the Company of a holder of an Incentive Stock Option terminates for any reason other than Permanent and Total Disability or death, each Incentive Stock Option held by such optionee may thereafter be exercised by such holder (or such holder's legal representative or similar person) until and including the earliest to occur of (i) the date which is three months (or such shorter period as set forth in the Agreement relating to such option) after the effective date of such optionee's termination of employment and (ii) the expiration date of the term of such option. 8 If the holder of an Incentive Stock Option dies during the period set forth in the second paragraph of this Section 2.3(b) following termination of employment or service by reason of Permanent and Total Disability (or such shorter period as set forth in the Agreement relating to such option), or if the holder of an Incentive Stock Option dies during the period set forth in the fourth paragraph of this Section 2.3(b) following termination of employment or service for any reason other than Permanent and Total Disability or death, each Incentive Stock Option held by such optionee may thereafter be exercised by the optionee's executor, administrator, legal representative, beneficiary or similar person until and including the earliest to occur of (i) the date which is one year (or such other period as set forth in the Agreement relating to such option) after the date of death and (ii) the expiration date of the term of such option. III. STOCK AWARDS 3.1 STOCK AWARDS. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award or Bonus Stock Award. 3.2 TERMS OF STOCK AWARDS. Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. (a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award or Bonus Stock Award and the Performance Measures (if any) and Restriction Period applicable to a Restricted Stock Award shall be determined by the Committee. (b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if specified Performance Measures are satisfied or met during the specified Restriction Period or (ii) if the holder of such award remains continuously in the employment of or service to the Company during the specified Restriction Period and for the forfeiture of the shares of Common Stock subject to such award (x) if specified Performance Measures are not satisfied or met during the specified Restriction Period or (y) if the holder of such award does not remain continuously in the employment of or service to the Company during the specified Restriction Period. Bonus Stock Awards shall not be subject to any Performance Measures or Restriction Periods. (c) Share Certificates. During the Restriction Period, a certificate or certificates representing a Restricted Stock Award may be registered in the holder's name and may bear a legend, in addition to any legend which may be required pursuant to Section 6.6, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit 9 transfer to the Company of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), or upon the grant of a Bonus Stock Award, in each case subject to the Company's right to require payment of any taxes in accordance with Section 6.5, a certificate or certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award. (d) Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock; provided, however, that a distribution with respect to shares of Common Stock, other than a regular cash dividend, shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such distribution was made. (e) Awards to Certain Executive Officers. Notwithstanding any other provision of this Article III, and only to the extent necessary to ensure the deductibility of the award to the Company, the Fair Market Value of the number of shares of Common Stock subject to a Stock Award granted to a "covered employee" within the meaning of Section 162(m) of the Code shall not exceed $$250,000 (i) at the time of grant in the case of a Stock Award granted upon the attainment of Performance Measures or (ii) in the case of a Restricted Stock Award with Performance Measures which shall be satisfied or met as a condition to the holder's receipt of the shares of Common Stock subject to such award, on the earlier of (x) the date on which the Performance Measures are satisfied or met and (y) the date the holder makes an election under Section 83(b) of the Code. 3.3 TERMINATION OF EMPLOYMENT OR SERVICE. All of the terms relating to the satisfaction of Performance Measures and the termination of the Restriction Period relating to a Restricted Stock Award, or any cancellation or forfeiture of such Restricted Stock Award upon a termination of employment with or service to the Company of the holder of such Restricted Stock Award, whether by reason of disability, retirement, death or other termination, shall be set forth in the Agreement relating to such Restricted Stock Award. 10 IV. PERFORMANCE SHARE AWARDS 4.1 PERFORMANCE SHARE AWARDS. The Committee may, in its discretion, grant Performance Share Awards to such eligible persons as may be selected by the Committee. 4.2 TERMS OF PERFORMANCE SHARE AWARDS. Performance Share Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. (a) Number of Performace Shares and Performance Measures. The number of Performance Shares subject to any award and the Performance Measures and Performance Period applicable to such award shall be determined by the Committee. (b) Vesting and Forfeiture. The Agreement relating to a Performance Share Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such award, if specified Performance Measures are satisfied or met during the specified Performance Period, and for the forfeiture of such award, if specified Performance Measures are not satisfied or met during the specified Performance Period. (c) Settlement of Vested Performance Share Awards. The Agreement relating to a Performance Share Award (i) shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof and (ii) may specify whether the holder thereof shall be entitled to receive, on a current or deferred basis, dividend equivalents, and, if determined by the Committee, interest on or the deemed reinvestment of any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. If a Performance Share Award is settled in shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to Section 3.2(d). Prior to the settlement of a Performance Share Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award and shall have rights as a stockholder of the Company in accordance with Section 6.10. 4.3 TERMINATION OF EMPLOYMENT OR SERVICE. All of the terms relating to the satisfaction of Performance Measures and the termination of the Performance Period relating to a Performance Share Award, or any cancellation or forfeiture of such Performance Share Award upon a termination of employment with the Company of the holder of such Performance Share Award, whether by reason of disability, retirement, death or other termination, shall be set forth in the Agreement relating to such Performance Share Award. 11 V. PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS 5.1 ELIGIBILITY. Each Non-Employee Director shall be granted options to purchase shares of Common Stock in accordance with this Article V. All options granted under this Article V shall constitute Non-Statutory Stock Options. 5.2 GRANTS OF STOCK OPTIONS. Each Non-Employee Director shall be granted Non- Statutory Stock Options as follows: (a) Time of Grant. On the date on which a person is first elected or begins to serve as a Non-Employee Director (other than by reason of termination of employment), and, thereafter, if such person is then a Non-Employee Director, on the date that an option granted to such person pursuant to this Article V or pursuant to the Technology Solutions Company 1993 Outside Directors Stock Option Plan becomes exercisable in full in accordance with Section 5.2(b) hereunder or in accordance with Section 10 of the Technology Solutions Company 1993 Outside Directors Stock Option Plan, as the case may be, such person shall be granted an option to purchase 18,000 shares of Common Stock at a purchase price per share equal to the Fair Market Value of a share of Common Stock on the date of grant of such option. (b) Option Period and Exercisability. Except as otherwise provided herein, each option granted under this Article V shall not be exercisable until the last day of the calendar month following the calendar month in which such option is granted (the "Initial Date of Exercisability"). Each option granted under this Article V shall become exercisable as to 500 shares of Common Stock on the date of its Initial Date of Exercisability and as to an additional 500 shares of Common Stock on the last day of each of the next thirty-five calendar months following the initial date of exercisability. Each option granted under this Article V shall expire twenty years after its date of grant. An exercisable option, or portion thereof, may be exercised in whole or in part only with respect to whole shares of Common Stock. Options granted under this Article V shall be exercisable in accordance with Section 2.1(c). 5.3 TERMINATION OF DIRECTORSHIP. (a) DEATH. If the holder of an option granted under this Article V ceases to be a director of the Company by reason of death, each such option held by such holder shall become fully exercisable and may thereafter be exercised by such holder's executor, administrator, legal representative, beneficiary or similar person until the expiration date of the term of such option. (b) Other Termination. If the holder of an option granted under this Article V ceases to be a director of the Company for any reason other than the death of such holder, each such option held by such holder shall be exercisable only to the extent such option is exercisable on the effective date of such holder's ceasing to be a director and may thereafter be exercised by such holder (or such holder's legal representative or similar person) until the expiration date of the term of such option. 12 (c) Death Following Termination of Directorship. If the holder of an option granted under this Article V dies during the period set forth in Section 5.3(b) following such holder's ceasing to be a director for any reason other than by reason of the death of such holder, each such option held by such holder shall be exercisable only to the extent that such option is exercisable on the date of the holder's death and may thereafter be exercised by such holder's executor, administrator, legal representative, beneficiary or similar person until the expiration date of the term of such option. VI. GENERAL 6.1 EFFECTIVE DATE AND TERM OF PLAN. This Plan shall be submitted to the stockholders of the Company for approval and, if approved by the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the 1996 annual meeting of stockholders of the Company, shall become effective on the date of such approval. This Plan shall terminate ten years after its effective date, unless terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination. In the event that this Plan is not approved by the stockholders of the Company at the 1996 annual meeting of stockholders of the Company, this Plan and any awards granted hereunder shall be null and void. 6.2 AMENDMENTS. The Board may amend this Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including Section 162(m) and Section 422 of the Code; provided, however, that no amendment shall be made without stockholder approval if such amendment would (a) increase the maximum number of shares of Common Stock available under this Plan (subject to Section 6.7), (b) effect any change inconsistent with Section 422 of the Code or (c) extend the term of this Plan. No amendment may impair the rights of a holder of an outstanding award without the consent of such holder. 6.3 AGREEMENT. Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such award. No award shall be valid until an Agreement is executed by the Company and the recipient of such award and, upon execution by each party and delivery of the Agreement to the Company, such award shall be effective as of the effective date set forth in the Agreement. 6.4 NON-TRANSFERABILITY OF AWARDS. Unless otherwise specified in the Agreement relating to an award, no award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except to the extent permitted by the first sentence of this Section 6.4, or the Agreement relating to an award, each award may be exercised or settled during the holder's lifetime only by the holder or the holder's legal representative or similar person. Except to the extent permitted by the first sentence of this Section 6.4 or the Agreement relating to an award, no award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, 13 transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any such award, other than as permitted by the first sentence of this Section 6.4 or the Agreement relating to an award, such award and all rights thereunder shall immediately become null and void. 6.5 TAX WITHHOLDING. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any Federal, state, local or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the "Tax Date"), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company, (B) delivery to the Company of Mature Shares having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, equal to the amount necessary to satisfy any such obligation, (D) in the case of the exercise of an option, a cash payment by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (E) any combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the award; provided, however, that the Company shall have sole discretion to disapprove of an election pursuant to any of clauses (B)-(E) and that in the case of a holder who is subject to Section 16 of the Exchange Act, the Company may require that the method of satisfying such an obligation be in compliance with Section 16 and the rules and regulations thereunder. Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder. 6.6 RESTRICTIONS ON SHARES. Each award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to any award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder. 14 6.7 ADJUSTMENT. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a regular cash dividend, the number and class of securities available under this Plan, the number and class of securities subject to each outstanding option and the purchase price per security, the number of securities subject to each option to be granted to Non-Employee Directors pursuant to Article V, the terms of each outstanding SAR, the number and class of securities subject to each outstanding Stock Award, and the terms of each outstanding Performance Share shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive. If any such adjustment would result in a fractional security being (a) available under this Plan, such fractional security shall be disregarded, or (b) subject to an award under this Plan, the Company shall pay the holder of such award, in connection with the first the vesting, exercise or settlement of such award in whole or in part occurring after such adjustment, an amount in cash determined by multiplying (i) the fraction of such security (rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on the vesting, exercise or settlement date over (B) the exercise or base price, if any, of such award. 6.8 CHANGE IN CONTROL. (a) (1) Notwithstanding any provision in this Plan or any Agreement, in the event of a Change in Control, the Board of Directors may, but shall not be required to, make such adjustments to outstanding awards hereunder as it deems appropriate, including, without limitation, electing that each outstanding award shall be surrendered to the Company by the holder thereof, and that each such award shall immediately be cancelled by the Company, and that the holder shall receive, within a specified period of time from the occurrence of the Change in Control, a cash payment from the Company in an amount equal to: (i) in the case of an option, the number of shares of Common Stock then subject to such option, multiplied by the excess, if any, of the greater of (A) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (B) the Fair Market Value of a share of Common Stock on the date of occurrence of the Change in Control, over the purchase price per share of Common Stock subject to the option, (ii) in the case of a Free-Standing SAR, the number of shares of Common Stock then subject to such SAR, multiplied by the excess, if any, of the greater of (A) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (B) the Fair Market Value of a share of Common Stock on the date of occurrence of the Change in Control, over the base price of the SAR, and (iii) in the case of a Restricted Stock Award or Performance Share Award, the number of shares of Common Stock or the number of Performance Shares, as the case may be, then subject to such award, multiplied by the greater of (A) the highest per share price offered to stockholders of the Company in any transaction whereby the Change in 15 Control takes place or (B) the Fair Market Value of a share of Common Stock on the date of occurrence of the Change in Control. In the event of a Change in Control in which options are cancelled, each Tandem SAR shall be surrendered by the holder thereof and shall be cancelled simultaneously with the cancellation of the related option. The Company may, but is not required to, cooperate with any person who is subject to Section 16 of the Exchange Act to assure that any cash payment in accordance with the foregoing to such person is made in compliance with Section 16 and the rules and regulations thereunder. In the event of a Change in Control, the Board of Directors may, but shall not be required to, substitute for each share of Common Stock available under this Plan, whether or not then subject to an outstanding award, the number and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of an option and the base price in the case of an SAR shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price. (b) "Change in Control" shall mean: (1) the acquisition by any individual, entity or group (a "Person"), including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of 25% or more of either (i) the then outstanding shares of common stock of the Company (the "Outstanding Common Stock") or (ii) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the "Outstanding Voting Securities"); excluding, however, the following: (A) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section 6.8(b); provided further, that for purposes of clause (B), if any Person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall become the beneficial owner of 25% or more of the Outstanding Common Stock or 25% or more of the Outstanding Voting Securities by reason of an acquisition by the Company, and such Person shall, after such acquisition by the Company, become the beneficial owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control; 16 (2) individuals who, as of the date this Plan is approved by the Board of Directors constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the date this Plan is approved by the Board of Directors whose election, or nomination for election by the Company's stockholders, was approved by the vote of at least a majority of the directors then comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided further, that any individual who was initially elected as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act, or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed a member of the Incumbent Board; (3) the consummation of a reorganization, merger or consolidation of the Company or sale or other disposition of all or substantially all of the assets of the Company (a "Corporate Transaction"); excluding, however, a Corporate Transaction pursuant to which (i) all or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or indirectly) in substantially the same proportions relative to each other as their ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than: the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; the corporation resulting from such Corporate Transaction; and any Person which beneficially owned, immediately prior to such Corporate Transaction, directly or indirectly, 25% or more of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be) will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation entitled to vote generally in the election of directors and (iii) individuals who were members of the Incumbent Board will constitute at least a majority of the members of the board of directors of the corporation resulting from such Corporate Transaction; or 17 (4) the consummation of a plan of complete liquidation or dissolution of the Company. (c) (1) With respect to any optionee who is subject to Section 16 of the Exchange Act, notwithstanding the exercise period contained in any Agreement to which such optionee is a party and notwithstanding the expiration date of the term of such option (other than an Incentive Stock Option), in the event the Company is involved in a business combination which is intended to be treated as a pooling of interests for financial accounting purposes (a "Pooling Transaction") or pursuant to which such optionee receives a substitute option to purchase securities of any entity, including an entity directly or indirectly acquiring the Company, then each option (or option in substitution thereof) held by such optionee shall be exercisable to the extent set forth in the Agreement evidencing such option until and including the latest of (x) the expiration date of the term of the option, (y) the date which is six months and one day after the consummation of such business combination and (z) the date which is ten business days after the date of expiration of any period during which such optionee may not dispose of a security issued in the Pooling Transaction in order for the Pooling Transaction to be accounted for as a pooling of interests; and (2) With respect to any holder of an SAR (other than an SAR which may be settled only for cash) who is subject to Section 16 of the Exchange Act, notwithstanding the exercise periods set forth in any Agreement to which such holder is a party, and notwithstanding the expiration date of the term of such SAR (other than a Tandem SAR which is related to an Incentive Stock Option), in the event the Company is involved in a Pooling Transaction or pursuant to which such holder receives a substitute SAR relating to any entity, including an entity directly or indirectly acquiring the Company, then each such SAR (or SAR in substitution thereof) held by such holder shall be exercisable to the extent set forth in the Agreement evidencing such SAR until and including the latest of (x) the expiration date of the term of such SAR, (y) the date which is six months and one day after the consummation of such business combination and (z) the date which is ten business days after the date of expiration of any period during which such holder may not dispose of a security issued in the Pooling Transaction in order for the Pooling Transaction to be accounted for as a pooling of interests. 6.9 NO RIGHT OF PARTICIPATION OR EMPLOYMENT. No person shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time without liability hereunder. 6.10 RIGHTS AS STOCKHOLDER. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security. 6.11 GOVERNING LAW. This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws. 18 6.12 FOREIGN EMPLOYEES. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees. 19 EX-4.4 3 EXHIBIT 4.4 STOCK OPTION INCENTIVE PLAN (IRC SECTION 422) Statement of Purpose The purposes of the Plan are to secure to The Bentley Company (the "Company"), the advantages of the incentive inherent in stock ownership on the part of employees and officers responsible for the continued success of the Company and to create in such employees and officers a proprietary interest in and a greater concern for the welfare of the Company. Statement of Plan 1. ADMINISTRATION. The Plan shall be administered by a Committee (the "Committee"), of not less than three Directors of the Company. The Committee shall be appointed by the Board of Directors of the Company. Members of the Committee shall not be eligible to participate in the Plan. Subject to the provisions of the Plan, the Committee is authorized to interpret it, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations necessary or advisable for its administration. 2. SHARES SUBJECT TO THE PLAN. The Committee, from time to time, may provide for the option and sale in the aggregate of up to 300,000 shares of common stock of the Company, to be made available from authorized and unissued or reacquired common stock, the number of such shares to be adjusted so as to give effect to any one or more of the events referred to in paragraph 12. 3. PARTICIPANTS. The participants in the Plan shall consist of the persons named in paragraph 5 below and such other officers and key employees of the Company as may from time to time be designated as such by the Committee. Directors who are not otherwise officers of the Company are not eligible to participate in the Plan. 4. ALLOTMENT OF SHARES. The Committee shall from time to time determine the number of shares to be offered to participants. The initial participants and the shares allotted to each of them shall be as provided in paragraph 5. 5. EMPLOYEE AND OFFICERS TO WHOM OPTIONS PRESENTLY GRANTED. The following named employees and officers of the Company are the persons to whom the options herein provided for are presently granted and who, subject to the provisions hereof, are entitled to purchase and acquire the number of shares, or any part thereof, set opposite their respective names: 1 Name No. of Shares Lawrence B. Basset of Sudbury, MA 1,000 Wayne B. Saunders of Tyngsboro, MA 10,000 Anthony W. Lapetine of Hudson, MA 20,000 6. OPTION PRICE. The price to be paid by participants shall be 100 percent of the fair market value of the stock at the time the option covering such stock is granted to such participants as determined by the Board of Directors of the Company; provided, however, that in the case of options granted hereunder to any person who then owns more than 10 percent of the voting power of the Company's outstanding shares, the price to be paid upon exercise of the option shall be 110 percent of the fair market value of the option stock, determined by the Board of Directors as aforesaid. The price to be paid by the participants named in paragraph 5 above shall be $0.01 per share, determined by the Board of Directors to be the fair market value of the stock on the date of Plan adoption, which is the date the options are being granted to such initial participants. Any determination hereunder by the Board of Directors as to the fair market value of the stock of the Company for which options are granted shall be made in good faith and shall be determinative for all purposes of this Plan. 7. RESTRICTION ON DISPOSITION OF SHARES. No shares acquired under this Plan shall be transferred, sold, pledged (except as collateral for payment of all or part of the option price), or otherwise disposed of by the participant for at least two years from the date of the transfer of such shares to him pursuant to the exercise of an option under the Plan. 8. PERIOD FOR EXERCISE OF OPTIONS. With respect to options granted hereunder to a participant who owns more than 10 percent of the voting power of the company's shares, the period for exercising each option shall not exceed five years from the date the option is granted. With respect to options granted to other employees, the period for exercising such option shall not exceed ten years from the date the option is granted. Prior to its expiration the participant may exercise his option as follows: (a) After one year from the date the option is granted, employee may exercise it as to not more than 25 percent of the shares under option hereunder. (b) After two years from the date the option is granted, employee may exercise it as to not more than an additional 25 percent of the shares under option hereunder. (c) After three years from the date the option is granted, employee may exercise it as to not more than an additional 25 percent of the shares under option hereunder. (d) After four years from the date the option is granted, employee may exercise it as to the remaining shares under option hereunder. 9. METHOD OF EXERCISING OPTION. Any option granted under this Plan may be exercised by the participant by: 2 (a) Delivering to the Company at its main office (attention of its Clerk) written notice of the number of shares with respect to which he is exercising his option rights; and (b) Paying in full the purchase price of the purchased shares. In exchange, the Company will issue and deliver certificates to or upon the order of the participant. 10. OPTIONS NOT TRANSFERABLE. The rights of any participant to exercise the options granted under this Plan is not transferable by such participant otherwise than by will or the laws of descent and distribution and is exercisable by such participant during his lifetime only by him. The option of any participant whose employment is terminated for any cause other than death, shall lapse upon such termination. In the event of the death of any participant, his personal representatives may, subject to provision hereof, within three months after such death, exercise the option granted to such participant in respect of the total number of shares under option to him hereunder; and to the extent such option is not so exercised, it shall lapse at the expiration of such three months. 11. EVENTS OF DEFEASANCE. The effective date of this Plan is January 1, 1995 (the date adopted by the Board of Directors). The options herein granted are specifically made subject to defeasance by the failure of the shareholders of the Company to approve the Plan at a Special Meeting or Regular Meeting on or before January 1, 1995, by a majority vote of the shareholders present in person or by proxy at such meeting and voting thereon. 12. ADJUSTMENT OF NUMBER OF SHARES IN CERTAIN EVENTS. In either of the following events the participants' rights under the options shall be adjusted as the occasion requires: (a) In the event shares of common stock of the Company shall be subdivided or combined into a greater or smaller number of shares or if, upon a merger, consolidation, or other recapitalization of the Company, the shares of the Company's common stock shall be exchanged for other securities of the Company or of another corporation, then each participant shall be entitled, subject to the conditions herein stated, to purchase such number of shares of common stock or amount of other securities of the Company or such other corporation as were exchangeable for the number of shares of common stock of the Company which such participant would have been entitled to purchase except for such action, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination, or exchange, and (b) In the event the Company shall issue any of its shares as a stock dividend upon or with respect to the shares of stock of the class which shall at the time be subject to option hereunder, each participant, upon exercising the option herein granted as to one or 3 more shares, shall be entitled to receive (upon payment of the purchase price per share herein provided) the shares as to which he is exercising his option and in addition thereto (at no additional cost) the number of shares of the class or classes in which such stock dividend or dividends were declared or paid equal to the number of shares thereto which he would have received if he had been the holder of the shares as to which he is exercising his option at all times between the date of the granting of such option and the date of its exercise. The Company, during the term of the options granted in this Plan, will at all times reserve and keep available, and will seek to obtain from any regulatory body having jurisdiction, any requisite authority in order to issue and sell such number of shares of its capital stock as shall be sufficient to satisfy the requirements of the options hereby granted. If in the opinion of its counsel the issue or sale of any shares of its stock hereunder shall not be lawful for any reason, including the inability of the Company to obtain from any regulatory body having jurisdiction authority deemed by such counsel to be necessary to such issuance or sale, the Company shall not be obligated to issue or sell any such shares. 13. CONTINUANCE OF EMPLOYMENT. The Plan shall not impose any obligation on the Company to continue the employment of any participant. 14. ANNUAL LIMITATION. Notwithstanding any provision of this Plan to the contrary, options that are exercisable within one calendar year shall not be granted hereunder to any participant which represent shares of the Company which, in the aggregate, have a fair market value in excess of $100,000 (determined upon the date of grant of such options), unless such options shall first become exercisable in two or more separate calendar years. 15. INDEMNIFICATION AND EXCULPATION. (a) Each person who is or shall have been a member of the Board shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expenses that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be or become a party or in which he may be or become involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof (with the Company's written approval) or paid by him in satisfaction of a judgment in any such action, suit, or proceeding, except a judgment in favor of the Company based upon a finding of his lack of good faith; subject, however, to the condition that upon the institution of any claim, action, suit, or proceeding against him, he shall in writing give the Company an opportunity, at its own expense, to handle and defendant it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other right to which such person may be entitled as a matter of law or otherwise, or any power that the Company may have to indemnify him or hold him harmless. 4 (b) Each member of the Board or the Committee, and each officer and employee of the Company shall be fully justified in relying or acting in good faith upon any information furnished in connection with the administration of the Plan by any appropriate person or persons other than himself. In no event shall any person who is or shall have been a member of the Board, or the Committee, or an officer or employee of the Company be held liable for any determination made or other action taken or any omission to act in reliance upon any such information, or for any action (including the furnishing of information) taken or any failure to act, if in good faith. 5 EX-4.5 4 EXHIBIT 4.5 THE BENTLEY COMPANY, INC. Unanimous Consent of Directors June 10, 1997 The undersigned, being all the directors of The Bentley Company, Inc. hereby consent to adoption of the following actions: VOTED: That the following persons be, and each hereby is, elected to the office of the corporation set forth opposite his or her name below, to serve until the first meeting of the Board of Directors following the next annual meeting of stockholders of the corporation and thereafter until his or her successor is elected: President and Chief Executive Officer William W. Bentley Vice President, Chief Financial Officer and Treasurer Napoleon T. Holmes Senior Vice President Michael Levinger Vice President Glenn Gutwillig Clerk Karen Bentley Assistant Clerk Napoleon T. Holmes VOTED: That the Stock Option Incentive Plan of the Corporation be, and it is hereby, amended as follows: Section 1 (Administration) is hereby amended to read in its entirety as follows: Section 1. Administration. The plan shall be administered by a committee (the "Committee") of one or more Directors of the Company appointed by the Board of Directors; provided, that if the Company shall become a wholly-owned subsidiary of any other corporation, the Committee shall, unless otherwise determined by the Board of Directors of the Company, consist of the compensation committee or other equivalent committee of the Board of Directors of such parent corporation. Members of the Committee shall not be eligible to participate in the Plan. Subject to the provisions of the Plan, the Committee is authorized to interpret it, to prescribe, amend and rescind rules and regulations relating to it, to make, in its sole discretion, changes to any outstanding option granted under the Plan, including the power to reduce the exercise price, accelerate the vesting schedule or extend the expiration date of any such option, and to make all other determinations necessary or advisable for its administration. VOTED: That the number of directors constituting the Committee authorized to administer the Corporation's Stock Option Incentive Plan be, and it is hereby, fixed at one, and that William W. Bentley be, and he is hereby, appointed the sole member of such Committee, to serve at the pleasure of the Board of Directors. William W. Bentley -------------------------------- William W. Bentley Karen Bentley -------------------------------- Karen Bentley Michael Levinger -------------------------------- Michael Levinger EX-5 5 EXHIBIT 5 [LETTERHEAD] July 15, 1997 Technology Solutions Company 205 North Michigan Avenue Suite 1500 Chicago, Illinois 60601 Re: 2,625,610 SHARES OF COMMON STOCK Ladies and Gentlemen: We refer to the Registration Statement on Form S-8 (the "Registration Statement") being filed by Technology Solutions Company, a Delaware corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of an aggregate of 2,625,610 shares of Common Stock, $.01 par value, of the Company (the "Registered Common Stock"), to be issued pursuant to the Technology Solutions Company 1996 Stock Incentive Plan (the "1996 Plan") and pursuant to The Bentley Company Stock Option Incentive Plan as assumed by the Company upon consummation of the merger (the "Merger") contemplated by the Agreement and Plan of Merger dated as of June 10, 1997 among The Bentley Company, a Massachusetts corporation ("Bentley"), the Company and a wholly-owned subsidiary of the Company (the "Bentley Plan" and together with the 1996 Plan, the "Plans"). We are familiar with the proceedings to date with respect to the proposed issuance of the Registered Common Stock pursuant to the Plans and have examined such records, documents and questions of law, and satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware. Technology Solutions Company July 15, 1997 Page 2 2. Each share of the Registered Common Stock which is newly issued pursuant to the 1996 Plan will constitute a share of Common Stock of the Company which has been duly authorized and validly issued and is fully paid and non-assessable when (i) the Registration Statement shall have become effective under the Securities Act; (ii) the Company's Board of Directors or a duly authorized committee thereof shall have duly adopted final resolutions authorizing the issuance and sale of such shares as contemplated by the 1996 Plan; and (iii) a certificate representing such share shall have been duly executed, countersigned and registered and duly delivered upon payment of the agreed consideration therefor (not less than the par value thereof) determined in accordance with the terms of the 1996 Plan. 3. Each share of the Registered Common Stock which is newly issued pursuant to the Bentley Plan will constitute a share of Common Stock of the Company which has been duly authorized and validly issued and is fully paid and non-assessable when (i) the Registration Statement shall have become effective under the Securities Act; and (ii) a certificate representing such share shall have been duly executed, countersigned and registered and duly delivered upon payment of the agreed consideration therefor (not less than the par value thereof) determined in accordance with the terms of the Bentley Plan. This opinion is limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, Sidley and Austin EX-23.2 6 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 26, 1996 appearing on page 32 of Technology Solutions Company Annual Report on Form 10-K for the year ended May 31, 1996. Price Waterhouse LLP July 15, 1997 Chicago, Illinois EX-24 7 EXHIBIT 24 POWER OF ATTORNEY The undersigned, a Director and/or Officer of Technology Solutions Company, a Delaware corporation, does hereby constitute and appoint Paul R. Peterson, Martin T. Johnson and John M. O'Hare his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to (i) execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of (a) shares of common stock, par value $0.01 per share, of Technology Solutions Company ("TSC Common Stock"), which may be issued pursuant to the Technology Solutions Company 1996 Stock Incentive Plan, and (b) shares of TSC Common Stock, which may be issued upon the exercise of certain outstanding options which were issued pursuant to The Bentley Company Stock Option Incentive Plan and are assumed by TSC, and (ii) to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants onto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 5th day of June, 1997. John R. Purcell -------------------------------- John R. Purcell POWER OF ATTORNEY The undersigned, a Director and/or Officer of Technology Solutions Company, a Delaware corporation, does hereby constitute and appoint Paul R. Peterson, Martin T. Johnson and John M. O'Hare his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to (i) execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of (a) shares of common stock, par value $0.01 per share, of Technology Solutions Company ("TSC Common Stock"), which may be issued pursuant to the Technology Solutions Company 1996 Stock Incentive Plan, and (b) shares of TSC Common Stock, which may be issued upon the exercise of certain outstanding options which were issued pursuant to The Bentley Company Stock Option Incentive Plan and are assumed by TSC, and (ii) to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants onto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 5th day of June, 1997. /s/ Stephen B. Oresman -------------------------------- Stephen B. Oresman POWER OF ATTORNEY The undersigned, a Director and/or Officer of Technology Solutions Company, a Delaware corporation, does hereby constitute and appoint Paul R. Peterson, Martin T. Johnson and John M. O'Hare his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to (i) execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of (a) shares of common stock, par value $0.01 per share, of Technology Solutions Company ("TSC Common Stock"), which may be issued pursuant to the Technology Solutions Company 1996 Stock Incentive Plan, and (b) shares of TSC Common Stock, which may be issued upon the exercise of certain outstanding options which were issued pursuant to The Bentley Company Stock Option Incentive Plan and are assumed by TSC, and (ii) to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants onto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 5th day of June, 1997. Michael J. McLaughlin -------------------------------- Michael J. McLaughlin POWER OF ATTORNEY The undersigned, a Director and/or Officer of Technology Solutions Company, a Delaware corporation, does hereby constitute and appoint Paul R. Peterson, Martin T. Johnson and John M. O'Hare his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to (i) execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of (a) shares of common stock, par value $0.01 per share, of Technology Solutions Company ("TSC Common Stock"), which may be issued pursuant to the Technology Solutions Company 1996 Stock Incentive Plan, and (b) shares of TSC Common Stock, which may be issued upon the exercise of certain outstanding options which were issued pursuant to The Bentley Company Stock Option Incentive Plan and are assumed by TSC, and (ii) to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants onto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 6th day of June, 1997. Michael J. Murray -------------------------------- Michael J. Murray POWER OF ATTORNEY The undersigned, a Director and/or Officer of Technology Solutions Company, a Delaware corporation, does hereby constitute and appoint Paul R. Peterson, Martin T. Johnson and John M. O'Hare his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the others) to (i) execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of (a) shares of common stock, par value $0.01 per share, of Technology Solutions Company ("TSC Common Stock"), which may be issued pursuant to the Technology Solutions Company 1996 Stock Incentive Plan, and (b) shares of TSC Common Stock, which may be issued upon the exercise of certain outstanding options which were issued pursuant to The Bentley Company Stock Option Incentive Plan and are assumed by TSC, and (ii) to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants onto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 6th day of June, 1997. William H. Waltrip -------------------------------- William H. Waltrip -----END PRIVACY-ENHANCED MESSAGE-----