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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 1998
TOTAL RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-15692 22-2072212
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Princeton Corporate Center
5 Independence Way, CN 5305
Princeton, New Jersey 08543
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (609) 520-9100
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
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On July 1, 1998, Total Research Corporation (the "Company") closed the
transactions contemplated by the Amended and Restated Stock Purchase Agreement
dated as of June 18, 1998 (the "Purchase Agreement"), among the Company and
David Brodsky, as the representative of a group of investors (the "Investor
Group"), pursuant to which, among other things, the Investor Group purchased
from the Company an aggregate of 1,000,000 shares of the Company's Common Stock
at a purchase price of $2.25 per share (subject to a downward adjustment of up
to a maximum of $.05 per share, as more particularly described in the Purchase
Agreement), and issued to the Investor Group options, exercisable at any time
within five (5) years from the issuance thereof, to purchase an aggregate of
250,000 shares of the Company's Common Stock at an exercise price of $2.25 per
share.
The terms of the Purchase Agreement include an undertaking by the Investor
Group to assist the Company in obtaining up to $25,000,000 in debt or equity
financing for acquisitions or other projects approved by the Board of Directors
of the Company (the "Board").
Effective immediately upon the closing (the "Closing") of the transactions
contemplated by the Purchase Agreement, pursuant to a resolution adopted by the
Board on June 18, 1998, the number of directors which constitute the whole Board
was increased from six (6) to eight (8). Also effective immediately upon the
Closing, pursuant to a resolution adopted by the Board on June 18, 1998, the
Company accepted the resignation of William N. Levy, Esq. as director of the
Company.
To fill the three (3) vacancies created by the foregoing increase in the
size of the Board and the resignation of Mr. Levy as a director of the Company,
effective immediately upon the Closing, pursuant to a resolution adopted by the
Board on June 18, 1998, David Brodsky, George L. Lindemann and Howard L. Shecter
were appointed to the Board, to serve until the next annual meeting of the
shareholders of the Company and until their successors shall have been duly
elected and shall have qualified. In addition, Mr. Brodsky was appointed
Chairman of the Board, to hold office at the pleasure of the Board.
On July 1, 1998, the Company issued a press release regarding the Closing.
This press release has been filed as an exhibit to this report.
* * *
On June 18, 1998, the Board adopted a resolution amending and restating the
Company's By-Laws in their entirety to read as set forth on Exhibit 3 attached
hereto.
* * *
On July 1, 1998, the Company entered into an Employment Agreement with
Albert Angrisani, providing, among other things, for the employment by the
Company of Mr. Angrisani as the Company's President and Chief Executive Officer
for a term of three (3) years, effective immediately.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
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(c) EXHIBITS.
Exhibit No. Description of Exhibit
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3(ii). Amended and Restated By-Laws of the Company, effective June
18, 1998.
10.1. Amended and Restated Stock Purchase Agreement dated as of
June 18, 1998, among the Company and David Brodsky, as the
representative of the Investor Group.
10.2. Employment Agreement dated as of July 1, 1998 between the
Company and Albert Angrisani.
10.3. Stock Option Agreement dated as of July 1, 1998 between the
Company and David Brodsky.
10.4. Stock Option Agreement dated as of July 1, 1998 between the
Company and Eugene Goldberg.
10.5. Stock Option Agreement dated as of July 1, 1998 between the
Company and Donald Jacobson.
10.6. Stock Option Agreement dated as of July 1, 1998 between the
Company and Anthony M. Lamport.
10.7. Stock Option Agreement dated as of July 1, 1998 between the
Company and Howard L. Shecter.
10.8. Stock Option Agreement dated as of July 1, 1998 between the
Company and George L. Lindemann.
10.9. Stock Option Agreement dated as of July 1, 1998 between the
Company and Alan L. Stuart.
99. Press Release issued by the Company on July 1, 1998.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOTAL RESEARCH CORPORATION
Date: July 10, 1998 By: /s/ Richard G. Morrow, Jr.
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Richard G. Morrow, Jr.
Vice President, Controller and Secretary
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INDEX OF EXHIBITS
Exhibit No. Description of Exhibit
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3(ii). Amended and Restated By-Laws of the Company, effective June
18, 1998.
10.1. Amended and Restated Stock Purchase Agreement dated as of
June 18, 1998, among the Company and David Brodsky, as the
representative of the Investor Group.
10.2. Employment Agreement dated as of July 1, 1998 between the
Company and Albert Angrisani.
10.3. Stock Option Agreement dated as of July 1, 1998 between the
Company and David Brodsky.
10.4. Stock Option Agreement dated as of July 1, 1998 between the
Company and Eugene Goldberg.
10.5. Stock Option Agreement dated as of July 1, 1998 between the
Company and Donald Jacobson.
10.6. Stock Option Agreement dated as of July 1, 1998 between the
Company and Anthony M. Lamport.
10.7. Stock Option Agreement dated as of July 1, 1998 between the
Company and Howard L. Shecter.
10.8. Stock Option Agreement dated as of July 1, 1998 between the
Company and George L. Lindemann.
10.9. Stock Option Agreement dated as of July 1, 1998 between the
Company and Alan L. Stuart.
99. Press Release issued by the Company on July 1, 1998.
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EXHIBIT 3(ii)
AMENDED AND RESTATED BYLAWS
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of
TOTAL RESEARCH CORPORATION
(A Delaware Corporation)
ARTICLE 1
OFFICES
Section 1.01. Offices. The Corporation may have offices at such places both
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within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
Section 2.01. Place of Meeting. Meetings of the stockholders shall be held at
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such place, within the State of Delaware or elsewhere, as may be fixed from time
to time by the Board of Directors. If no place is so fixed for a meeting, it
shall be held at the Corporation's then principal executive office.
Section 2.02. Annual Meeting. The annual meeting of stockholders shall be
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held, unless the Board of Directors shall fix some other hour or date therefor,
at 10:00 o'clock A.M. on the second Tuesday of June in each year, if not a legal
holiday under the laws of Delaware, and, if a legal holiday, then on the next
succeeding secular day not a legal holiday under the laws of Delaware, at which
the stockholders shall elect by plurality vote a Board of Directors, and
transact such other business as may properly be brought before the meeting.
Section 2.03. Notice of Annual Meetings. Written notice of the annual
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meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than 10 days nor more than
60 days before the date of the meeting.
Section 2.04. List of Stockholders. The officer who has charge of the stock
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ledger of the Corporation shall prepare and make, at least 10 days before every
meeting of stockholders, a complete list of stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be so specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
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during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 2.05. Special Meetings. Special meetings of the stockholders, for
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any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors, or at the request in writing of
stockholders owning ten percent (10%) in amount of the entire capital stock of
the corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. Business transacted at
any special meeting of stockholders shall be limited to the purposes stated in
the notice.
Section 2.06. Notice of Special Meetings. Written notice of a special
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meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each stockholder
entitled to vote at such meeting not less than 10 days nor more than 60 days
before the date of the meeting.
Section 2.07. Quorum; Voting. The holders of a majority of the stock issued
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and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting. When a quorum is present at any meeting, except for
elections of directors, which shall be decided by plurality vote, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of statute or of the
Certificate of Incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such question.
Unless otherwise provided in the Certificate of Incorporation, each stockholder
shall at every meeting of stockholders be entitled to one vote in person or by
proxy for each share of the capital stock having voting power held by such
stockholder, but no shares shall be voted pursuant to a proxy more than three
years after the date of the proxy unless the proxy provides for a longer period.
Section 2.08. Action Without a Meeting. Unless otherwise restricted by the
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Certificate of Incorporation, any action required or permitted to be taken at
any annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing
setting forth the action so taken shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the corporation by
delivery to its registered office in
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the State, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to a corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each stockholder who
signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty days after the
earliest dated consent delivered in the manner required by this Section to the
corporation, written consents signed by a sufficient number of stockholders to
take action are delivered in the manner required by this Section to the
Corporation. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing and who, if the action had been
taken at a meeting, would have been entitled to notice of the meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient number of stockholders to take the action were delivered to the
Corporation.
ARTICLE 3
DIRECTORS
Section 3.01. Number and Term of Office. The number of directors of the
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Corporation shall be such number as shall be designated from time to time by
resolution of the Board of Directors. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 3.02 hereof.
Each director elected shall hold office for a term of one year and shall serve
until his successor is elected and qualified or until his earlier death,
resignation or removal. Directors need not be stockholders.
Section 3.02. Vacancies. Vacancies and newly created directorships resulting
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from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. If, at the
time of filling any vacancy or any newly created directorship, the directors
then in office shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least 10 percent
of the total number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office. If the vacancy results from the removal of the
director(s) by the shareholders, the replacement(s) shall be elected by the
shareholders, and not by the remaining directors.
Section 3.03. Resignations. Any director may resign at any time by giving
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written notice to the Board of Directors, the Chairman of the Board, if there is
one, the President, or the Secretary. Such resignation shall take effect at the
time of receipt thereof or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
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Section 3.04. Direction of Management. The business of the Corporation shall
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be managed under the direction of its Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.
Section 3.05. Place of Meetings. The Board of Directors of the Corporation
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may hold meetings, both regular and special, either within or without the State
of Delaware.
Section 3.06. Annual Meeting. Immediately after each annual election of
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directors, the Board of Directors shall meet for the purpose of organization,
election of officers, and the transaction of other business, at the place where
such election of directors was held or, if notice of such meeting is given, at
the place specified in such notice. Notice of such meeting need not be given.
In the absence of a quorum at said meeting, the same may be held at any other
time and place which shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by the directors, if any, not attending and
participating in the meeting.
Section 3.07. Regular Meetings. Regular meetings of the Board of Directors
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may be held without notice at such time and place as shall from time to time be
determined by the Board.
Section 3.08. Special Meetings. Special meetings of the Board of Directors
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may be called by the Chairman of the Board, if there is one, or the President on
2 days' notice to each director; either personally (including telephone), or in
the manner specified in Section 4.01; special meetings shall be called by the
Chairman of the Board, if there is one, or the President or the Secretary in
like manner and on like notice on the written request of two directors.
Section 3.09. Quorum; Voting. At all meetings of the Board, a majority of
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the directors shall constitute a quorum for the transaction of business; and at
all meetings of any committee of the Board, a majority of the members of such
committee shall constitute a quorum for the transaction of business. The act of
a majority of the directors present at any meeting of the Board of Directors or
any committee thereof at which there is a quorum present shall be the act of the
Board of Directors or such committee, as the case may be, except as may be
otherwise specifically provided by statute or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors or committee thereof, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 3.10. Action Without a Meeting. Any action required or permitted to
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be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.
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Section 3.11. Participation in Meetings. One or more directors may
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participate in any meeting of the Board or committee thereof by means of
conference telephone or similar communications equipment by which all persons
participating can hear each other.
Section 3.12. Committees of Directors. The Board of Directors may designate
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one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Any such committee, to the extent
provided in the resolution of the Board of Directors or in these bylaws, shall
have and may exercise all of the powers and authority of the Board of Directors
and may authorize the seal of the Corporation to be affixed to all papers which
may require it, but no such committee shall have the power or authority in
reference to the following matters: (i) approving or adopting, or recommending
to the stockholders, any action or matter expressly required by the Delaware
General Corporation Law to be submitted to stockholders for approval or (ii)
adopting, amending or repealing any bylaw of the Corporation. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. Except as the Board of
Directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the directors or in such
rules, its business shall be conducted as nearly as possible in the same manner
as is provided in these By-Laws for the conduct of its business by the Board of
Directors. Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when requested.
Section 3.13. Compensation of Directors. Each director shall be entitled to
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receive such compensation, if any, as may from time to time be fixed by the
Board of Directors. Members of special or standing committees may be allowed
like compensation for attending committee meetings. Directors may also be
reimbursed by the Corporation for all reasonable expenses incurred in traveling
to and from the place of each meeting of the Board or of any such committee or
otherwise incurred in the performance of their duties as directors. No payment
referred to herein shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor.
ARTICLE 4
NOTICES
Section 4.01. Notices. Whenever, under the provisions of law or of the
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Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or stockholder, such requirement shall not be construed to
necessitate personal notice. Such notice may in every instance be effectively
given by depositing a writing in a post office or letter box, in a postpaid,
sealed wrapper, or by dispatching a prepaid telegram, cable, telecopy or telex
or by delivering a writing in a sealed wrapper prepaid to a courier service
guaranteeing delivery within 2 business days, in each case addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation in the case of a stockholder and at his business address (unless he
shall have filed a written request with the Secretary that notices be directed
to a different address) in the case of a director. Such notice shall be deemed
to be given at the time it is so dispatched.
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Section 4.02. Waiver of Notice. Whenever, under the provisions of law or of
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the Certificate of Incorporation or of these Bylaws, notice is required to be
given, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time of the event for which notice is
to be given, shall be deemed equivalent thereto. Neither the business nor the
purpose of any meeting need be specified in such a waiver.
ARTICLE 5
OFFICERS
Section 5.01. Number. The officers of the Corporation shall be a President,
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a Secretary and a Treasurer, and may also include a Chairman of the Board, one
or more Vice Presidents, one or more Assistant Secretaries and Assistant
Treasurers, and such other officers as may be elected by the Board of Directors.
Any number of offices may be held by the same person.
Section 5.02. Election and Term of Office. The officers of the Corporation
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shall be elected by the Board of Directors. Officers shall hold office at the
pleasure of the Board.
Section 5.03. Removal. Any officer may be removed at any time by the Board
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of Directors. Any vacancy occurring in any office of the Corporation may be
filled by the Board of Directors.
Section 5.04. Chairman of the Board. The Chairman of the Board, if there is
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one, shall preside at all meetings of the Board of Directors and shall perform
such other duties, if any, as may be specified by the Board from time to time.
Section 5.05. President. The President shall be the chief executive officer
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of the Corporation and shall have overall responsibility for the management of
the business and operations of the Corporation and shall see that all orders and
resolutions of the Board are carried into effect. In the absence of the
Chairman of the Board he shall preside over meetings of the Board of Directors.
In general, he shall perform all duties incident to the office of President, and
such other duties as from time to time may be assigned to him by the Board.
Section 5.06. Vice Presidents. The Vice Presidents shall perform such duties
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and have such authority as may be specified in these Bylaws or by the Board of
Directors or the President. In the absence or disability of the President, the
Vice Presidents, in order of seniority established by the Board of Directors or
the President, shall perform the duties and exercise the powers of the
President.
Section 5.07. Secretary. The Secretary shall attend all meetings of the
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Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the stockholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the
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President. He shall have custody of the corporate seal of the Corporation and
he, or an Assistant Secretary, shall have authority to affix the same to any
instrument, and when so affixed it may be attested by his signature or by the
signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature.
Section 5.08. Assistant Secretaries. The Assistant Secretary or Secretaries
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shall, in the absence or disability of the Secretary, perform the duties and
exercise the authority of the Secretary and shall perform such other duties and
have such other authority as the Board of Directors or the President may from
time to time prescribe.
Section 5.09. Treasurer. The Treasurer shall have the custody of the
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corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors or the President or the Chief Financial Officer, taking
proper vouchers for such disbursements, and shall render to the Board of
Directors when the Board so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.
Section 5.10. Assistant Treasurers. The Assistant Treasurer or Treasurers
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shall, in the absence or disability of the Treasurer, perform the duties and
exercise the authority of the Treasurer and shall perform such other duties and
have such other authority as the Board of Directors may from time to time
prescribe.
ARTICLE 6
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.01. Indemnification. Any person who was or is a party or is
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threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was serving while a director or officer of the Corporation
at the request of the Corporation as a director, officer, employee, agent,
fiduciary or other representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, shall be indemnified
by the Corporation against expenses (including attorneys' fees), judgments,
fines, excise taxes and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding to
the full extent permissible under Delaware law.
Section 6.02. Advances. Any person claiming indemnification within the scope
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of Section 6.01 shall be entitled to advances from the Corporation for payment
of the expenses of defending actions against such person in the manner and to
the full extent permissible under Delaware law.
Section 6.03. Procedure. On the request of any person requesting
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indemnification under Section 6.01, the Board of Directors or a committee
thereof shall
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determine whether such indemnification is permissible or such determination
shall be made by independent legal counsel if the Board or committee so directs
or if the Board or committee is not empowered by statute to make such
determination.
Section 6.04. Other Rights. The indemnification and advancement of expenses
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provided by this Article 6 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any insurance or other agreement, vote of shareholders or disinterested
directors or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such person.
Section 6.05. Insurance. The Corporation shall have power to purchase and
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maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee, agent, fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of these Bylaws.
Section 6.06. Modification. The duties of the Corporation to indemnify and
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to advance expenses to a director or officer provided in this Article 6 shall be
in the nature of a contract between the Corporation and each such director or
officer, and no amendment or repeal of any provision of this Article 6 shall
alter, to the detriment of such director or officer, the right of such person to
the advancement of expenses or indemnification related to a claim based on an
act or failure to act which took place prior to such amendment, repeal or
termination.
ARTICLE 7
CERTIFICATES OF STOCK
Section 7.01. Stock Certificates. Every holder of stock in the Corporation
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shall be entitled to have a certificate in the form prescribed by the Board of
Directors signed on behalf of the Corporation by the Chairman of the Board or
the President or a Vice President and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
representing the number of shares owned by him in the Corporation. Any or all
signatures on the certificate may be a facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent, or
registrar at the date of issue.
Section 7.02. Lost Certificates. The Board of Directors may direct a new
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certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
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authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 7.03. Transfers of Stock. Upon surrender to the Corporation or the
------------------
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 7.04. Fixing Record Date. The Board of Directors of the Corporation
------------------
may fix a record date for the purpose of determining the stockholders entitled
to notice of, or to vote at, any meeting of stockholders or any adjournment
thereof, or to consent to corporate action in writing without a meeting, or to
receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action. Such record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors and such record date shall not be (i) in
the case of such a meeting of stockholders, more than 60 nor less than 10 days
before the date of the meeting of stockholders, or (ii) in the case of consents
in writing without a meeting, more than 10 days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors, or (iii)
in other cases, more than 60 days prior to the payment or allotment or change,
conversion or exchange or other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting unless the Board of Directors fixes a new
record date for the adjourned meeting.
Section 7.05. Registered Stockholders. The Corporation shall be entitled to
-----------------------
recognize the exclusive right of a person registered on its books as the owner
of stock to receive dividends and to vote as such owner, and shall be entitled
to hold liable for calls and assessments a person registered on its books as the
owner of stock, and shall not be bound to recognize any equitable or other claim
to, or interest in, such stock on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.
ARTICLE 8
AMENDMENTS
Section 8.01. Amendments. These Bylaws may be altered, amended or repealed,
----------
and new Bylaws may be adopted, by the stockholders or by the Board of Directors
at any regular meeting of the stockholders or of the Board of Directors or at
any special meeting of the stockholders or of the Board of Directors if notice
of such alteration, amendment, repeal or adoption of new Bylaws be contained in
the notice of such special meeting.
-9-
<PAGE>
EXHIBIT 10.1
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
---------------------------------------------
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (the "Agreement") made as of
June 18, 1998 among TOTAL RESEARCH CORPORATION, a Delaware corporation (the
"Company"), and DAVID BRODSKY, of Wellington, Florida, as the representative for
an entity or group to be formed (the "Purchaser").
BACKGROUND
A. The parties have entered into a Stock Purchase Agreement dated as of
April 16, 1998 (the "Original Stock Purchase Agreement"), providing, among other
things, for the sale by the Company to the Purchaser and his designees
identified on Schedule 1.1 to the Original Stock Purchase Agreement
(collectively, the "Designees") of one million (1,000,000) of the authorized but
unissued shares of Common Stock, $.001 par value per share, of the Company (the
"Purchased Securities").
B. Pursuant to Article VI of the Original Stock Purchase Agreement, during
the five (5) year period following the Closing Date, the Purchaser and the
Designees have agreed to provide or arrange for others to provide up to
$25,000,000.00 in debt or equity financing for the Company to complete
acquisitions and/or projects approved by the Board of Directors, subject to the
limitations contained in the Original Stock Purchase Agreement.
C. The Purchaser and the Designees have requested that the Original Stock
Purchase Agreement be amended and restated to modify the terms and conditions of
their financing obligations under Article VI thereof in consideration of other
modifications to the Original Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the covenants herein
contained, the parties hereto, intending to be legally bound, agree as follows:
ARTICLE I
SALE AND PURCHASE OF PURCHASED SECURITIES
-----------------------------------------
SECTION 1.1. Sale and Purchase. Subject to all of the terms and
----------- -----------------
conditions hereof and in reliance on the representations and warranties set
forth or referred to herein, at the Closing the Company agrees to issue and sell
to the Purchaser and his designees, as listed in Schedule 1.1 (the "Designees"),
------------
at a price of $2.25 per share (the "Per Share Price"), and the Purchaser, for
himself and the Designees, hereby agrees to purchase, the Purchased Securities.
<PAGE>
SECTION 1.2 Option Shares. In addition, at the Closing the Company shall
----------- -------------
issue and deliver to the Purchaser and the Designees an option to purchase an
aggregate of two hundred fifty thousand (250,000) shares of the authorized but
unissued shares of Common Stock of the Company at the Per Share Price. This
option shall be exercisable at any time within five (5) years from the Closing
Date; provided, however, that any shares of Company stock purchased upon the
exercise of the option shall be subject to the Company's right of repurchase in
Article VI until the earlier of (i) the date after the thirty (30) day period
following the twenty-four (24) month anniversary of the Closing Date described
in Article VI hereof has expired, or (ii) the date that the Company has
acknowledged in writing that the Purchaser and the Designees have fulfilled
their $5 million financing undertaking as set forth in said Article VI. The
grant of this option shall be evidenced by an Option Agreement between the
Company and the Purchaser and the Designees, in form satisfactory to the parties
and containing terms and conditions customarily found in option agreements of
like nature, including provisions for the adjustment of the number of shares
subject to the option and the Per Share Price in the event of a stock dividend,
stock split, reorganization, merger or other adjustment in the capitalization of
the Company. Any shares purchased pursuant to the option grant shall contain an
appropriate legend reflecting the restrictions contained herein.
SECTION 1.3. Closing. The closing of the purchase and sale of the
----------- -------
Purchased Securities (the "Closing") will take place at the offices of the
Company, Princeton Corporate Center, 5 Independence Way, Princeton, New Jersey,
at 10:00 A.M. on July 1, 1998 (the "Closing Date"); provided, however, that, to
-------- -------
the extent necessary, the Company and the Purchaser may delay the Closing Date
up to August 1, 1998 if all conditions precedent in Article IV and V have not
been fully satisfied or waived. If the conditions precedent in Articles IV and
V have not been fully satisfied or waived by August 1, 1998, then such
conditions will be deemed waived on such date unless the Purchaser (in the event
of nonsatisfaction of a condition in Article IV) or the Company (in the event of
nonsatisfaction of a condition in Article V) gives written notice of termination
of this Agreement to the other party before 5:00 P.M. on August 1, 1998. At the
Closing, the Company will deliver to the Purchaser the Purchased Securities
against payment of the Per Share Price therefor for each Purchased Security by
wire transfer or check in immediately available funds on or before the Closing
Date. The Purchased Securities will be issued on or before the Closing Date, and
registered to the Purchaser and the Designees as he shall direct.
SECTION 1.4. Change of Designees. Any additions to the individuals listed
----------- -------------------
as Designees in Schedule 1.1 shall be made only if the Company is reasonably
------------
satisfied that the individual to be added is of a character, status and
financial capability comparable to the Purchaser and the Designees.
SECTION 1.5. Use of Proceeds. Proceeds from the sale of the Purchased
----------- ---------------
Securities hereunder shall be used for working capital and general corporate
purposes as determined from time to time by the Company's Board of Directors.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
---------------------------------------------
-2-
<PAGE>
In order to induce the Purchaser to enter into this Agreement and to
purchase the Purchased Securities, the Company hereby represents and warrants
that:
SECTION 2.1. Organization and Good Standing. The Company is duly
----------- ------------------------------
organized, validly existing and in good standing in its jurisdiction of
incorporation and is duly qualified as a foreign corporation and authorized to
do business in all other jurisdictions in which the nature of its business or
property makes such qualification necessary and where the failure to so qualify
would not have a material adverse effect on the Company's financial position or
results of operations.
SECTION 2.2. Authorization. The execution, delivery and performance by
----------- -------------
the Company of this Agreement, and the issuance and sale by the Company of the
Purchased Securities hereunder: (a) are within the Company's power and
authority; (b) have been duly authorized by all necessary corporate proceedings;
and (c) do not and will not result in the creation of any lien upon any of the
Company's property or conflict with or result in any breach of any provision of
the Company's charter or by-laws or any law, regulation, order, judgment, writ,
injunction, license, permit, agreement or instrument to which the Company is
subject.
SECTION 2.3. Due Issuance. When issued and paid for, the Purchased
----------- ------------
Securities will be validly issued and outstanding and will be fully paid and
non-assessable.
SECTION 2.4. Consents. The execution, delivery and performance by the
----------- --------
Company of this Agreement, and the issuance and sale of the Purchased Securities
hereunder, do not and will not require the approval or consent of, or any filing
with, any governmental authority or agency or any other person other than a
Notice of Sale of Securities Pursuant to Regulation D under the Securities Act
of 1933, as amended, and any required state securities law filings relating to
the issuance and sale of the Purchased Securities which have been filed or are
permitted to be filed after the date of such issuance and sale.
SECTION 2.5. Reports and Financial Statements; Undisclosed Liabilities.
----------- ---------------------------------------------------------
(a) The Purchasers have heretofore been furnished with complete and
correct copies of all Form 10-K, 10-Q and 8-K filings with the Securities and
Exchange Commission in the past three years (the "SEC Reports").
(b) Except as otherwise specifically disclosed in the SEC Reports, the
Financial Statements set forth therein for the year ended June 30, 1996 and for
periods thereafter (the "Financial Statement") were prepared in accordance with
generally accepted accounting principles applied on a basis consistent with
prior periods except as otherwise stated therein; each of the balance sheets
included in Financial Statements fairly presents the financial condition of the
as at the close of business on the date thereof; and each of the statements of
income included in the Financial Statements fairly presents the results of
operations of the Company for the fiscal period then ended. The Company has no
liabilities or obligations of any nature, whether absolute, accrued, contingent
or otherwise, which are required to be reflected or reserved against, but are
not so reflected or reserved against in the Financial Statements, except for
liabilities that may have arisen in the ordinary and usual course of business
and consistent with past practice
-3-
<PAGE>
and that individually or in the aggregate do not have and could not reasonably
be expected to have a material adverse effect on the financial position or the
results of operations of the Company.
SECTION 2.6. Tax Returns. The Company has filed all tax returns and
----------- -----------
reports which are required to be filed with any foreign, federal, state or local
governmental authority or agency and has paid all taxes which have become due,
and made adequate provision for the payment of all taxes that will become due,
under applicable foreign, federal, state or local governmental law or
regulations with respect to the periods in respect of which such returns and
reports were filed, and all assessments of taxes. The Company has made adequate
provisions for all current taxes.
SECTION 2.7. Title to Assets. The Company owns all of its assets, and has
----------- ---------------
good and marketable title with respect thereto, reflected in the Financial
Statements of the Company free and clear of all liens other than those disclosed
in the Financial Statements.
SECTION 2.8. Necessary Property; Condition of Property. To the best
----------- -----------------------------------------
knowledge of the Company, the properties and assets owned, leased by or licensed
to the Company, and reflected in the Financial Statements constitute all of the
real and personal properties, tangible and intangible, which are necessary, used
or useful in the conduct of its business in the manner and to the extent
presently conducted or as presently contemplated to be conducted; and no other
material real or personal properties are required for the conduct of the
business of the Company as presently conducted.
SECTION 2.9. Necessary Licenses and Permits. To the best knowledge of the
----------- ------------------------------
Company, the Company has all licenses, permits, consents, concessions and other
authorizations of governmental, regulatory or administrative agencies or
authorities, whether foreign, federal, state, or local, required to own and
lease its properties and assets and to conduct its business as now conducted
except where the failure to have such permits would not have a material adverse
effect on the results of operations or the financial position of the Company.
SECTION 2.10. Compliance with Law. The Company is in compliance in all
------------ -------------------
material respects with all applicable laws, regulations, orders, judgments,
decrees, permits, licenses, franchises and authorizations.
SECTION 2.11. Litigation. Except as set forth in Schedule 2.11, there is
------------ ---------- -------------
no suit, claim, action, proceeding or investigation pending or, to the Company's
knowledge, threatened against the Company or any of its assets or properties,
and to the best knowledge of the Company, there is no reasonable basis for any
such suit, claim, action, proceeding or investigation.
SECTION 2.12. No Material Adverse Changes. Since the date of the latest
------------ ---------------------------
of the Financial Statements, there has occurred no material adverse change in
the business, assets, properties (tangible and intangible), operations,
condition (financial or otherwise) or liabilities of the Company, whether or not
in the ordinary course of business, whether separately or in the aggregate with
other occurrences or developments, and whether insured against or not, and the
Company has no knowledge of any occurrence or development which might reasonably
be expected to result in any such material adverse effect.
-4-
<PAGE>
SECTION 2.13. Disclosure. No representation, warranty or statement made
------------ ----------
in this Agreement, or any agreement, certificate, statement or document
furnished by or on behalf of the Company in connection with the purchase of the
Purchased Securities contains or will contain any untrue statement of material
fact or omits to state a material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances in which they were
made, not misleading.
ARTICLE III
PURCHASER'S REPRESENTATIONS
---------------------------
SECTION 3.1. Investment Intent. The Purchaser hereby represents and
----------- -----------------
warrants to the Company that he is (and each such Designee will be) (i) an
"accredited investor" as defined in Regulation D of the Securities Act of 1933,
as amended (the "Securities Act") and (ii) acquiring the Purchased Securities
for investment and not with a view to the distribution thereof.
SECTION 3.2. Exemption. The Purchaser understands that the Purchased
----------- ---------
Securities are not, and will not be, registered under the Securities Act on the
grounds that the sale provided for in this Agreement and the issuance of
securities hereunder is exempt from registration under the Securities Act
pursuant to section 4(2) thereof, and that the Company's reliance on such
exemption is predicated on the Purchaser's representations set forth herein.
SECTION 3.3. Experience. The Purchaser represents that he is experienced
----------- ----------
in evaluating and investing in companies such as the Company, is familiar with
the risks associated with the business and operations of companies that operate
in the market research industry, has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of his
investment, and has the ability to bear the economic risks of his investment.
The Purchaser represents that he has had, during the course of the transaction
and prior to his purchase of the Purchased Securities, the opportunity to
request information from and ask questions of the Company and its officers,
employees and agents, concerning the Company, its assets, business and
operations and to receive information and answers to such requests and
questions.
SECTION 3.4. Restrictions on Resale. The Purchaser understands that the
----------- ----------------------
Purchased Securities may not be sold, transferred, or otherwise disposed of
without registration under the Securities Act or an exemption therefrom, and
that in the absence of an effective registration statement covering the
Purchased Securities or an available exemption from registration under the
Securities Act, the Purchased Securities must be held indefinitely. The
Purchaser agrees that in no event will he make a transfer or disposition of any
of the Purchased Securities (other than pursuant to an effective registration
statement under the Securities Act), unless and until (i) the Purchaser shall
have notified the Company of the proposed disposition and (ii) if requested by
the Company, the Purchaser shall have furnished to the Company at the expense of
the Purchaser or his transferee, an opinion of counsel reasonably satisfactory
to the Company to the effect that such transfer may be made without registration
under the Securities Act.
-5-
<PAGE>
SECTION 3.5. Financial Ability. The Purchaser and the Designees together
----------- -----------------
possess the financial resources to fulfill their obligations under this
Agreement.
ARTICLE IV
CONDITIONS TO THE PURCHASER'S OBLIGATIONS TO PURCHASE
-----------------------------------------------------
The Purchaser's obligation to purchase the Purchased Securities pursuant to
Section 1.1 of this Agreement is subject to compliance by the Company with its
agreements and representations herein contained, and to the satisfaction, on or
prior to the Closing Date, of the following conditions:
SECTION 4.1. Charter Documents; Good Standing Certificates. The Purchaser
----------- ---------------------------------------------
shall have received from the Company (a) a copy of the Company's Certificate of
Incorporation, certified by the Delaware Secretary of State to be true and
complete as of a date no more than five days prior to the Closing Date, (b) a
copy, certified by the Secretary of the Company to be true and complete as of
the Closing Date, of the by-laws thereof; and (c) a certificate, dated not more
than five days prior to the date hereof, of the relevant governmental authority
or other appropriate official of each state in which each of the Company is
incorporated or qualified to do business, as to the Company's corporate good
standing in such state or qualification to do business, as the case may be.
SECTION 4.2. Proof of Corporate Action. The Purchaser shall have received
----------- -------------------------
from the Company copies certified by the Secretary thereof to be true and
complete as of the Closing Date, of the records of all corporate action taken
(a) to authorize the execution, delivery and performance of this Agreement; (b)
to increase the size of the Board of Directors, to remove or accept the
resignations of existing members of the Board of Directors and to elect new
members to the Board of Directors, in such a manner so that the Board of
Directors immediately after Closing consists of eight (8) members, comprised of
David Brodsky ("Brodsky"), Howard L. Shecter ("Shecter"), and George L.
Lindemann, and five (5) of the Company's incumbent directors (collectively, the
"Director Slate"), as approved by resolution of the Board of Directors; (c) to
approve the Director Slate for submission to a vote of the stockholders of the
Company for election at the next annual or special meeting thereof; (d) to
designate an Executive Committee consisting of the Chief Executive Officer,
Brodsky, Shecter and a fourth member with substantial experience in the market
research industry, to be selected by the majority vote of the other three
members of the Executive Committee; (e) to provide that, between the meetings of
the Board of Directors and while the Board of Directors is not in session, the
Executive Committee shall have the following primary responsibilities: (i) to
create opportunities in the form of acquisitions of other companies or
additional lines of business and (ii) to oversee strategic business planning and
shall also generally have the responsibility of acting on behalf of the Board of
Directors between meetings of the Board, subject to the Board's right at any
duly convened meeting to overrule any decision or act of the Executive
Committee; (f) to appoint Brodsky as Chairman of the Executive Committee with
one additional vote if the Executive Committee is deadlocked on any matter; (g)
to designate a Nominating Committee consisting of Brodsky and the Chief
Executive Officer; (h) to provide that, between the meetings of the Board of
Directors and while the Board of Directors
-6-
<PAGE>
is not in session, the Nominating Committee shall have the following powers: (i)
to nominate individuals to fill any vacancies on the Board of Directors, (ii) to
nominate, subject to Board approval, a slate of individuals to the Board of
Directors to be submitted to a vote of the stockholders of the Company at a
meeting where the election of Directors is to be voted upon, and (iii) to
perform such other duties and to exercise such other powers as may be determined
from time to time by resolution adopted by the Board of Directors; and (i) to
provide for the Executive and Nominating Committees to continue as so
constituted until the earlier to occur of (i) the Purchaser's and Designees'
undertakings in Article VI have been fully satisfied or (ii) the Company in good
faith determines that the Purchaser or the Designees have breached their
undertaking in Article VI.
SECTION 4.3. Representations and Warranties; Officer's Certificate. The
----------- -----------------------------------------------------
representations and warranties contained or incorporated by reference herein
shall be true and correct in all material respects on and as of the Closing Date
with the same force and effect as though made on and as of the Closing Date
except for those representations and warranties which relate specifically to a
particular date, provided that such representations and warranties were true and
correct in all material respects as of such date; and the Company shall have
performed and complied with all conditions and agreements required to be
performed or complied with by it prior to the Closing; and the Purchaser shall
have received on the Closing Date a certificate to these effects signed by an
authorized officer of the Company.
SECTION 4.4. Legality; Governmental and Other Authorizations. The
----------- -----------------------------------------------
purchase of the Purchased Securities by the Purchaser and the Designees shall
not be prohibited by any law or governmental order or regulation, and shall not
subject the Purchaser to any penalty, special tax, or other onerous condition.
All necessary consents, approvals, licenses, permits, orders and authorizations
of, or registrations, declarations and filings with, any governmental or
administrative agency, with respect to any of the transactions contemplated by
this Agreement, shall have been duly obtained or made and shall be in full force
and effect.
SECTION 4.5. Due Diligence. The Company shall have granted the Purchaser
----------- -------------
full access to the Company's records and its officers, immediately upon
execution hereof, in order to conduct a thorough due diligence review, and the
Purchaser shall have completed a legal, accounting and business due diligence
review of the Company (which he agrees to complete within 14 days of the date of
this Agreement, subject to an extension of 14 additional days, up to 28 days if
the Company is unable to provide the contemplated full access in said 14-day
period) and the results thereof shall not have revealed material liabilities or
significant issues adversely affecting the Company and not disclosed in the SEC
Reports.
SECTION 4.6. Management Contracts. The Company shall have entered into an
----------- --------------------
employment agreements with members of the Company's Management Council and other
key employees to be identified by the parties, each agreement to contain terms
and conditions and to be in form satisfactory to the Purchaser, the Company and
the contracting employee.
ARTICLE V
CONDITIONS TO THE COMPANY'S OBLIGATIONS
---------------------------------------
-7-
<PAGE>
The Company's obligation to sell and issue the Purchased Securities
pursuant to this Agreement is subject to compliance by the Purchaser with the
agreements herein contained, and to the satisfaction on or prior to the Closing
Date, of the following conditions:
SECTION 5.1. Representations. The representations made by the Purchaser
----------- ---------------
in Article III hereof shall be true and correct in all material respects when
made and shall be true and correct in all material respects as of the Closing
Date.
SECTION 5.2. Designee Documentation. The Purchaser shall identify each of
----------- ----------------------
the designees of the Purchaser who will purchase Purchased Securities and who
will have the same registered in his, hers or its name, and by the Closing each
such designee shall have executed and delivered to the Company an instrument, in
form reasonably satisfactory to the Company, by which he, she or it (a) agrees
to become a party to this Agreement, to make the representations and warranties
made by the Purchaser in Article III hereof as to himself, herself or itself
only and to be fully bound by the terms and conditions hereof, and (b)
specifically joins in the covenant the Purchaser has made in Article VI hereof.
SECTION 5.3. Company's Due Diligence. The Company shall have completed a
----------- -----------------------
due diligence review of the Purchaser and his designees who will acquire
Purchased Securities, shall have verified that the representations contained in
biographies submitted by them are accurate in all significant respects and shall
have made a determination, to be made in good faith, that having the Purchaser
and the Designees as shareholders will not adversely affect the Company or its
position and reputation in its industry.
SECTION 5.4. Management Contracts. The Company shall have offered to
----------- --------------------
enter into employment agreements with the members of the Company's Management
Council and other key employees to be identified, each agreement so offered to
contain terms and conditions and to be in form satisfactory to the Purchaser and
the Company.
SECTION 5.5. Governmental and Other Authorizations. All necessary
----------- -------------------------------------
consents, approvals, licenses, permits, orders and authorizations of, or
registrations, declarations and filings with, any governmental or administrative
agency, with respect to any of the transactions contemplated by this Agreement,
shall have been duly obtained or made and shall be in full force and effect,
provided that the Company shall have exercised its best efforts to obtain such
consents and approvals.
SECTION 5.6. Corporate Action. The corporate action contemplated in
------------ ----------------
Section 4.2 hereof shall have been taken.
SECTION 5.7. Nasdaq Approval. The Company shall have received approval of
----------- ---------------
the transactions contemplated by this Agreement from The Nasdaq Stock Market,
Inc.
ARTICLE VI
SPECIAL COVENANT
----------------
-8-
<PAGE>
During the five (5) year period following the Closing Date, the Purchaser
and the Designees will, on a best efforts basis, assist in providing or
arranging for others to provide up to $25 million in equity financing, or debt
financing to the extent such financing exceeds $5 million in the aggregate, for
the Company to complete acquisitions and/or projects approved by the Board of
Directors, the form of the financing to be as determined by the Board of
Directors and to be on terms at least as favorable as the Company could obtain
from other sources not affiliated with the Purchaser; provided, that this
--------
covenant shall not be deemed to constitute an obligation to directly provide or
underwrite financing for the Company. Notwithstanding the foregoing, if during
the first twenty-four (24) months following the Closing Date, (i) The Board of
Directors has approved acquisitions and projects costing a minimum of $5 million
in the aggregate (the "Approved Acquisitions or Projects") and (ii) the
Purchaser or the Designees have either (x) not voted as a Board member in favor
of any Approved Acquisitions or Projects or (y) voted as a Board member in favor
of any Approved Acquisition or Projects and the Purchaser and the Designees
have not provided, or caused others to provide, the full $5 million in financing
as described above, then during a thirty (30) day period following the twenty-
four (24) month anniversary of the Closing Date, the Company shall have the
right to (x) purchase the Purchased Securities at ninety percent (90%) of the
then market price of the Company's Common Stock, and (y) cancel all options
under Section 1.2. In order for the Company to exercise its right described in
the preceding sentence, a majority vote of the Board of Directors (other than
the Purchaser and the Designees) must have approved such repurchase. For
purposes of this Article VI, market price is to be determined by averaging the
closing price of the Common Stock for the ten (10) trading days prior to the
exercise of the right to repurchase. To the extent the Purchaser and/or the
Designees have provided, or caused others to provide, at least $12,500,000 of
the financing undertaking described above, the Purchaser shall be entitled to
have the Purchaser and the Designees constitute one-half of the members of the
Director Slate for approval of the stockholders at the next annual meeting
called for such purpose and a majority of the Director Slate once the full $25
million undertaking has been satisfied. In the event of a breach by Purchaser
or Designees of the undertakings described in this Article VI, the Company's
sole and exclusive remedies hereunder shall be (i) the stock repurchase and
option cancellation remedies with respect to the nonsatisfaction of the above
described $5 million undertaking during the first 24 months and (ii) the right
to disband the Executive and Nominating Committees and have the Purchaser and
Designees ineligible for future Directors' Slates during the five (5) year
period covered by this Article VI, which ineligibility the Purchaser and
Designees consent to in the event that Purchaser or Designees have breached
their undertaking described in this Article VI and (x) the Board has determined
to implement the stock repurchase and option cancellation remedies (with respect
to the $5 million undertaking), or (y) following the first 24 months, the Board
has determined that the Purchaser and the Designees have breached the $25
million undertaking. A breach of this Article VI shall not exist unless and
until the Board has delivered to Purchaser a copy of a resolution duly adopted
by a majority of the Board at a meeting of the Board called and held for such
purpose, finding that a breach exists in the good faith opinion of the Board and
specifying the essential facts underlying its determination. This Article shall
not prevent Purchaser or the Designees from challenging in any court of
competent jurisdiction the Board's determination that a breach has occurred.
The Board must provide notice to Purchaser that it is intending to declare
Purchaser or Designees in breach of this Article at least 48 hours before the
Board meeting at which such action is to be voted upon, and, with respect to the
$25 million undertaking, the Board must provide the Purchaser and the Designees
with at least 30
-9-
<PAGE>
days written notice and an opportunity to cure in the event the Board determines
that the Purchaser and the Designees have breached such undertaking.
ARTICLE VII
EXPENSES
--------
In the event the transactions contemplated by this Agreement shall be
consummated or if the transactions contemplated by this Agreement are not
consummated by reason of the failure by the Company to so consummate when
legally obligated to do so hereunder, the Company hereby agrees to pay all
reasonable out of pocket fees, costs and expenses incurred by the Purchaser
(such as travel, photocopy and telephone expenses and including the expenses of
one counsel for the Purchaser), up to a maximum of $50,000.00, which amounts
shall be treated as an adjustment to the purchase price for the Purchased
Securities.
ARTICLE VIII
NOTICES
-------
All demands, notices, requests, consents and other communications required
or permitted under this Agreement shall be in writing and shall be personally
delivered or sent by facsimile machine (with a confirmation copy sent by one of
the other methods authorized in this Section), commercial (including FedEx) or
U.S. Postal Service overnight delivery service, or, deposited with the U.S.
Postal Service mailed first class, registered or certified mail, postage
prepaid, as set forth below:
If to the Company, addressed to:
Total Research Corporation
Princeton Corporate Center
5 Independence Way
Princeton, NJ 08540
with a copy to:
Thomas A. Belton, Esq.
Drinker, Biddle & Reath LLP
105 College Road East
P.O. Box 627
Princeton, NJ 08542-0627
If to the Purchaser, addressed to:
Mr. David Brodsky
2856 Hurlingham Way
Wellington, FL 33414
with a copy to:
-10-
<PAGE>
Howard Sobel, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, NY 10022-3903
If to any other holder of record of any security, to it at its address set
forth in the applicable register maintained by the Company with respect
thereto.
ARTICLE IX
SURVIVAL OF COVENANTS, AGREEMENTS,
-----------------------------------
REPRESENTATIONS AND WARRANTIES
------------------------------
All covenants, agreements, representations and warranties made herein or in
any other document referred to herein or delivered to any party pursuant hereto
shall be deemed to have been relied on by each such party, notwithstanding any
investigation made by such party or on its behalf. All representations and
warranties made herein shall survive the execution and delivery of this
Agreement.
ARTICLE X
AMENDMENTS AND WAIVERS
----------------------
Except as otherwise expressly provided herein, any term of this Agreement
may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only with the written consent of the Company and the Purchaser.
Any amendment or waiver effected in accordance with this Article IX shall be
binding upon the Company and each holder of any Purchased Securities sold
pursuant to this Agreement.
ARTICLE XI
RIGHT TO PUBLICIZE
------------------
Each of the parties hereto hereby agrees that it will not, except as
required by law, issue a press release or make any public statement regarding
the transactions contemplated hereby without the prior approval of the Company
and the Purchaser, provided, however, that following the Closing, the Purchaser
will have the right to publicize his investment in the Company as contemplated
hereby by means of a tombstone advertisement or other customary advertisement in
newspapers and other periodicals which advertisement shall be reasonably
acceptable to the Company. Further, the Company will make all necessary public
disclosures and filings with the Securities and Exchange Commission and will
have the right to inform actual or prospective customers and lenders of such
investment.
ARTICLE XII
ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS, ETC.
------------------------------------------------------
-11-
<PAGE>
This Agreement and the other writings referred to herein or delivered
pursuant hereto which form a part hereof contain the entire understanding of the
parties hereto with respect to its subject matter. This Agreement supersedes
all prior agreements and understandings between the parties with respect to its
subject matter.
Any action or decision required or permitted to be made by the Company
under this Agreement shall be made by the Company's Board of Directors, unless
otherwise expressly stated herein.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
The descriptive headings of sections and paragraphs of this Agreement are
inserted for convenience only, and do not constitute a part of this Agreement
and shall not affect in any way the meaning or interpretation of this Agreement.
The termination of this Agreement shall not cause a termination or
cancellation of Confidentiality Agreements heretofore provided by the Purchaser
and the Designees.
IN WITNESS WHEREOF, the Company and the Purchaser have executed this
Agreement as of the day and year first above written.
COMPANY:
TOTAL RESEARCH CORPORATION
By: /s/ Albert Angrisani
---------------------------
Name: Albert Angrisani
----------------
Title: President
-------------------------
PURCHASER:
/s/ David Brodsky
------------------------------------
Name: DAVID BRODSKY
-12-
<PAGE>
SCHEDULE 1.1
Designees
---------
EUGENE GOLDBERG
DONALD JACOBSON
ANTHONY M. LAMPORT
HOWARD L. SHECTER
GEORGE L. LINDEMANN
ALAN L. STUART
-13-
<PAGE>
SCHEDULE 2.11
Litigation
----------
The Company has received notice of a Counterclaim in a suit filed by Company
against Agricultural Marketing Research Services, t/a AMRS and William Campbell,
pending in the Superior Court of New Jersey, Docket No. L-12206-97.
-14-
<PAGE>
EXHIBIT 10.2
EMPLOYMENT AGREEMENT
--------------------
EMPLOYMENT AGREEMENT dated as of July 1, 1998 between Total Research
Corporation, a Delaware corporation ("Company"), and Albert Angrisani
("Executive").
BACKGROUND
----------
Executive is presently serving as the Chief Executive Officer of the
Company. Company desires to have Executive continue in that capacity with the
Company, and Executive wishes to remain in the employment of the Company, on the
terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and intending to be legally bound hereby, the
parties hereto agree as follows:
TERMS
-----
SECTION 1. CAPACITY AND DUTIES
-------------------
1.1 EMPLOYMENT; ACCEPTANCE OF EMPLOYMENT. Company hereby employs Executive and
------------------------------------
Executive hereby accepts employment by Company for the period and upon the terms
and conditions hereinafter set forth.
1.2 CAPACITY AND DUTIES.
-------------------
(a) Executive shall serve as the President and Chief Executive Officer
of Company. Executive shall perform such other duties and shall have such
authority consistent with Executive's position as may from time to time be
specified by the Board of Directors of Company (the "Board"). Executive
shall report directly to the Board, and shall perform Executive's duties
for Company principally at Company's principal executive offices, presently
in Princeton, New Jersey, except for periodic travel that may be necessary
or appropriate in connection with the performance of Executive's duties
hereunder. Executive shall also serve as a member of the Executive
Committee so long as he shall be a member of the Board. Company shall use
its reasonable efforts to cause Executive to be elected a member of the
Board during the period this Agreement is in effect, but the failure of the
stockholders of Company to elect the Executive a member of the Board shall
not constitute a breach of this Agreement by Company.
(b) Executive shall devote sufficient working time, energy, skill and
best efforts to the performance of Executive's duties hereunder, in a
manner that will faithfully and diligently further the business and
interests of Company. Company acknowledges that Executive has interests in
the management or operation of other business enterprises and such
participation will not constitute a breach of this Agreement by Executive
or constitute grounds for termination
<PAGE>
for Cause (as defined herein) as long as (i) Executive is not an employee
of any other business enterprise during the Term (as defined below) and
(ii)such activities do not unreasonably interfere with the Executive's
performance of Executive's duties and responsibilities hereunder.
SECTION 2. TERM OF EMPLOYMENT
------------------
2.1 TERM. The term of Executive's employment hereunder shall commence on July
----
1, 1998 (the "Commencement Date") and continue until June 30, 2001, as further
extended or unless sooner terminated in accordance with the other provisions
hereof (the "Term"). Except as hereinafter provided, on June 30, 2001, the Term
shall be automatically extended for one additional year unless Company shall
have given to Executive written notice of nonrenewal of this Agreement on or
before July 1, 2000. Executive shall notify the Company in writing on or before
December 31, 2000 if Executive elects nonrenewal of the Agreement. After the
initial Term, the written notice of nonrenewal by either party must be given to
the other party at least six months prior to the expiration date of the current
Term. If written notice of nonrenewal is given as provided above, Executive's
employment under this Agreement shall terminate on the last day of the then-
current Term.
SECTION 3. COMPENSATION
------------
3.1 BASE COMPENSATION. As compensation for Executive's services commencing
-----------------
July 1, 1998, Company shall pay to Executive base compensation in the form of
salary of $175,000 per annum and "at risk" compensation in the amount of
$125,000 per annum. The salary shall be payable in periodic installments in
accordance with Company's regular payroll practices for its executive personnel
at the time of payment, but in no event less frequently than monthly. The "at
risk" component of compensation shall be payable in accordance with Executive's
Senior Management Compensation Plan, attached hereto and made a part hereof as
Exhibit A (the "Compensation Plan"). Executive's annual salary plus the "at
risk" compensation, as determined in accordance with this Section 3.1 in the
Compensation Plan, is hereinafter referred to as Executive's "Base
Compensation". The Executive Committee agrees to review Base Compensation for
fiscal years 2000 and 2001 for the purpose of determining whether Base
Compensation should be increased for such fiscal years.
3.2 PERFORMANCE BONUS. As additional compensation for the services rendered by
-----------------
Executive to Company pursuant to this Agreement for fiscal periods commencing
July 1, 1998, Executive shall be entitled to participate in the Compensation
Plan. Executive shall be entitled to a performance bonus for the fiscal year
ending June 30, 1998 in accordance with the terms and conditions of the existing
Consulting Agreement with Company (the "Consulting Agreement").
3.3 EMPLOYEE BENEFITS. During the Term, Executive shall be entitled to
-----------------
participate in such of Company's employee benefit plans and benefit programs,
including medical, hospitalization, dental, disability, accidental death and
dismemberment and travel accident plans and programs, as may from time to time
be provided by Company for its senior executives generally. In addition, during
the Term Executive shall be eligible to participate in all pension, retirement,
savings and other employee benefit plans and programs maintained from time to
2
<PAGE>
time by Company for the benefit of its senior executives generally. Company
shall have no obligation, however, to maintain any particular program or level
of benefits referred to in this Section 3.3.
3.4 OTHER BENEFITS. During the Term, the Company shall provide Executive with
--------------
an automobile allowance of $1000.00 per month for the use of an automobile owned
or leased by him in accordance with the policies and procedures established by
the Company from time to time for executive employees.
3.5 VACATION. Executive shall be entitled to the normal and customary amount
--------
of paid vacation provided to senior executive officers of the Company, but in no
event less than 20 days during each 12 month period, beginning on July 1, 1998.
Any vacation days that are not taken in a given 12 month period shall accrue and
carry over from year to year up to a maximum of 20 days. The Executive may be
granted leaves of absence with or without pay for such valid and legitimate
reasons as the Board in its sole and absolute discretion may determine, and is
entitled to the same sick leave and holidays provided to other senior executive
officers of Company.
3.6 EXPENSE REIMBURSEMENT. Company shall reimburse Executive for all
---------------------
reasonable and documented expenses incurred by him in connection with the
performance of Executive's duties hereunder in accordance with its regular
reimbursement policies as in effect from time to time.
3.7 STOCK OPTION AGREEMENT. Company acknowledges the prior grant to Executive
----------------------
of 500,000 stock options (the "Option Shares") made pursuant to the Consulting
Agreement and various Stock Option Agreements (collectively the "Option
Agreement"). Under the Option Agreement, 250,000 Option Shares are currently
vested and 250,000 Option Shares are scheduled to vest on June 30, 1999 (the
"Original Vesting Date"). Executive agrees to execute an amendment to the
Option Agreement relating to the Option Shares to extend the Original Vesting
Date and restructure the vesting and exercise schedules for the Option Shares as
follows: (i) all 500,000 Option Shares shall be forfeited if Executive resigns
prior to June 30, 2001 for other than Good Reason; (ii) 250,000 of the Option
Shares shall be forfeited by Executive if Executive's employment is terminated
by Company for Cause (as defined herein) prior to the Original Vesting Date;
(iii) 125,000 of the Option Shares shall be forfeited if Executive's employment
is terminated by the Company for Cause on or after the Original Vesting Date but
prior to June 30, 2000; (iv) 62,500 of the Option Shares shall be forfeited if
Executive's employment is terminated by the Company for Cause on or after June
30, 2000 but prior to June 30, 2001; and (v) all 500,000 Option Shares shall
vest on June 30, 2001, or earlier, if (x) the Company terminates Executive's
employment without Cause after the Commencement Date; (y) Executive terminates
employment for Good Reason or (z) employment is terminated by the death of
Executive. If Executive exercises any of the Option Shares prior to June 30,
2001, the shares so purchased (the "Restricted Shares") shall reflect the same
forfeiture restrictions imposed upon the Option Shares. Company and Executive
shall execute such amendments to the Option Agreement as may be reasonably
necessary or appropriate to further clarify or reflect such grant and the
revised deferral of the vesting of the Option Shares and Restricted Shares.
3
<PAGE>
SECTION 4. TERMINATION OF EMPLOYMENT
-------------------------
4.1 DEATH OF EXECUTIVE. If Executive dies during the Term, Company shall not
------------------
thereafter be obligated to make any further payments hereunder other than
amounts for Base Compensation (including for this purpose the immediate accrual
of the "at risk" component, adjusted pro rata through the date of termination),
expense reimbursement, and other amounts which have accrued as of the date of
Executive's death in accordance with generally accepted accounting principles
(the "Accrued Obligations", which, for purposes of this Agreement in situations
other than death, shall reference the date of termination).
4.2 DISABILITY OF EXECUTIVE. If Executive is permanently disabled (as defined
-----------------------
in Company's long-term disability insurance policy then in effect), then the
Board shall have the right to terminate Executive's employment upon 30 days'
prior written notice to Executive at any time during the continuation of such
disability. In the event Executive's employment is terminated for disability in
accordance with this Section 4.2, Company shall not thereafter be obligated to
make any further payments hereunder other than (i) Accrued Obligations through
the date of such termination and (ii) continued Base Salary and benefits, until
the earlier of (x) such time as payments to Executive commence under Company's
long-term disability insurance policy then in effect, or (y) the expiration of
the then current Term.
4.3 TERMINATION FOR CAUSE. Executive's employment hereunder shall terminate
---------------------
immediately upon notice that the Board is terminating Executive for Cause (as
defined herein), in which event Company shall not thereafter be obligated to
make any further payments hereunder other than Accrued Obligations. "Cause"
shall be limited to the following:
(i) willful failure to substantially perform Executive's duties
as described in Section 1.2 (other than such failure resulting from
Executive's physical or mental illness, or the failure of Executive to
perform such duties during the remedy period set forth in Section 4.4(b)(i)
hereof following the issuance of a Notice of Termination (as herein
defined) by Executive for Good Reason, unless an arbitrator acting pursuant
to Section 6.2 hereof finds Executive to have acted in bad faith in issuing
such Notice of Termination), after demand for substantial performance is
delivered by Company in writing that specifically identifies the manner in
which Company believes Executive has not substantially performed
Executive's duties and Executive's failure to cure such non-performance
within ten days after receipt of the Company's written demand;
(ii) willful misconduct that is materially and demonstrably
injurious to Company or any of its subsidiaries; or
(iii) conviction or plea of guilty or nolo contendere to a
---------------
felony or to any other crime which involves moral turpitude or, if not including
moral turpitude, provided the act giving rise to such conviction or plea is
materially and demonstrably injurious to the Company or any of its subsidiaries;
4
<PAGE>
(iv) material violation of (x) Company's policies relating to
sexual harassment, substance or alcohol abuse or the disclosure or misuse of
Confidential Information (as hereinafter defined), or (y) other Company polices
set forth in Company manuals or written statements of policy provided in the
case of this clause (y) that such violation is materially and demonstrably
injurious to Company and continues for more then three (3) days after written
notice thereof is given to Executive by the Board; and
(v) material breach of any material provision of this Agreement
by Executive, which breach continues for more than ten days after written
notice thereof is given by the Board to Executive.
Cause shall not exist under this Section 4.3 unless and until Company
has delivered to Executive a copy of a resolution duly adopted by a majority of
the Board at a meeting of the Board called and held for such purpose, or by
written consent, finding that such Cause exists in the good faith opinion of the
Board. This Section 4.3 shall not prevent Executive from challenging in any
arbitration proceeding or court of competent jurisdiction the Board's
determination that Cause exists or that Executive has failed to cure any act (or
failure to act), to the extent permitted by this Agreement that purportedly
formed the basis for the Board's determination. Company must provide written
notice to Executive that it is intending to terminate Executive's employment for
Cause within one hundred and twenty (120) days after the Board Company has
actual knowledge of the occurrence of the event it believes constitutes Cause.
4.4 TERMINATION WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON.
-----------------------------------------------------------
(a) If (i) Executive's employment is terminated by Company during the
initial Term for any reason (other than (x) Cause under Section 4.3, or (y)
disability of Executive), or (ii) Executive's employment is terminated by
Executive for Good Reason, then Company shall pay to Executive a lump sum
cash payment equal to one million dollars ($1,000,000.00)(the "Severance
Payment"), within ninety (90) days after expiration of the Term. Further,
in the event of termination by Company under such circumstances, or during
any renewal Term, Company shall maintain in full force and effect, for the
continued benefit of Executive, Executive's spouse and Executive's
dependents for the remaining balance of the unexpired Term as of the date
of termination, the medical, hospitalization, dental and life insurance
programs in which Executive, Executive's spouse and Executive's dependents
were participating immediately prior to the date of such termination at
substantially the level in effect and upon substantially the same terms and
conditions (including without limitation contributions required by
Executive for such benefits) as existed immediately prior to the date of
termination (except to the extent thereafter reduced for senior executives
of Company generally); provided, that if Executive, Executive's spouse or
Executive's dependents cannot continue to participate in the Company
programs providing such benefits, the Company shall arrange to provide
Executive, Executive's spouse and Executive's dependents with the economic
equivalent of such benefits which they otherwise would have been entitled
5
<PAGE>
to receive under such plans and programs, provided that such benefits shall
terminate upon the date or dates Executive receives coverage and benefits
which are substantially similar, taken as a whole, without waiting period
or pre-existing condition limitations, under the plans and programs of a
subsequent employer. Upon making the payments described in this Section
4.4, Company shall have no further obligation to Executive hereunder.
(b) "Good Reason" shall mean the following:
(i) material breach of Company's obligations hereunder, provided
that Executive shall have given reasonably specific written notice thereof
to Company, and Company shall have failed to remedy the circumstances
within 60 days thereafter;
(ii) any decrease in Executive's salary as increased during the
Term (except for decreases that are in conjunction with decreases in
salaries generally) or any material reduction in the general nature of
Executive's duties or authority to a level inconsistent with a Chief
Executive Officer, unless previously agreed to in writing by Executive;
(iii) the failure of Executive to be elected to all of the
positions set forth in Section 1.2(a), ie., President, Chief Executive Officer,
Executive Committee and Board member, provided, however, the failure to be
appointed to the Board or Executive Committee shall not constitute Good Reason
if such failure is the result of the nonelection of Executive to the Board by a
shareholder vote at a duly convened meeting of the shareholders after nomination
of Executive to the Board by the Executive Committee and the Board and
submission of such nomination to a shareholder vote.
(iv) the relocation of Company's principal executive offices to
a location more than thirty (30) miles from Princeton, New Jersey;
(v) the failure of any successor in interest of Company to be
bound by the terms of this Agreement in accordance with Section 6.5 hereof;
(vi) substantial interference by the Board with Executive's
performance of Executive's duties, which interference results in the
inability of Executive to substantially perform Executive's duties
hereunder; or
(vii) the appointment by the Board of a Chief Operating Officer
or Chief Financial Officer, or other offices or positions with duties
substantially similar to either, without first obtaining the prior written
consent of Executive, which consent will not be unreasonably withheld.
Executive must provide notice to the Company that he is intending to
terminate Executive's employment for Good Reason within one hundred and twenty
(120) days after Executive has actual knowledge of the occurrence of an event he
believes constitutes Good Reason. Executive's right to terminate Executive's
employment hereunder for Good Reason shall not be affected by Executive's
Disability. Subject to compliance by Executive with the notice provisions of
this Section 4.4, Executive's continued employment prior to terminating
6
<PAGE>
employment for Good Reason shall not constitute consent to, or a waiver of
rights with respect to, any act or failure to act constituting Good Reason. In
the event Executive delivers to the Company a Notice of Termination for Good
Reason, Executive agrees to appear before a meeting of the Board called and held
for such purpose (after reasonable notice) and specify to the Board the
particulars as to why Executive believes adequate grounds for termination for
Good Reason exist. No action by the Board, other than the remedy of the
circumstances within the time periods specified in Section this 4.4, shall be
binding on Executive.
4.5 CHANGE IN CONTROL.
------------------
(a) If, during the Term, there should be a Change of Control (as defined
herein), and within one year thereafter either (i) Executive's employment
should be terminated for any reason other than for Cause or (ii) Executive
terminates Executive's employment for Good Reason, Company shall, on or
before Executive's last day of full-time employment hereunder, pay to
Executive, the amounts set forth in Section 4.4 above, provided that it is
the intention of the parties that the payments under this Section 4.5 shall
not constitute "excess parachute payments" within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended. Accordingly,
notwithstanding anything in this Agreement to the contrary, if any of the
amounts otherwise payable under this Section would constitute "excess
parachute payments," or if the independent accountants acting as auditors
for Company on the date of the Change in Control determine that such
payments may constitute "excess parachute payments," then the amounts
otherwise payable under this Agreement shall be reduced to the maximum
amounts that may be paid without any such payments constituting, or
potentially constituting, "excess parachute payments."
(b) Upon the occurrence of a Change in Control, any stock options
previously granted to Executive that are not then exercisable, ie.
unvested, shall immediately vest and become exercisable by Executive . The
Company shall execute all necessary amendments to the applicable stock
option plans and agreements provided such amendments are permitted by law
and will not adversely affect the tax status or qualification of the plan
as an Incentive Stock Option Plan or Non-qualified Stock Option Plan.
(c) Upon making the payments described in this Section 4.5, Company
shall have no further obligation to Executive hereunder.
(d) A "Change in Control" of Company shall be deemed to have occurred
if:
(1) at any time after the date hereof, there shall occur (i) any
consolidation or merger of Company in which Company is not the continuing
or surviving corporation or pursuant to which the shares of common stock of
Company ("Common Stock") would be converted into cash, securities or other
property, or (ii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of assets accounting for
50% or more of total assets or 50% or more of the total revenues of
Company, other than, in case of either (i) or (ii), a consolidation or
merger with, or transfer to, a corporation or other entity of which, or of
the parent entity of which, immediately following such consolidation,
merger or transfer, (x) more than 50% of the combined voting power of the
then outstanding voting
7
<PAGE>
securities of such entity entitled to vote generally in the election of
directors (or other determination of governing body) is then beneficially
owned (within the meaning of Rule 13d-3 under the Securities Exchange Act
of 1934) by all or substantially all of the individuals and entities who
were such owners of Common Stock immediately prior to such consolidation,
merger or transfer in substantially the same proportion, as among
themselves, as their ownership of Common Stock immediately prior to such
consolidation, merger or transfer, or (y) a majority of the directors (or
other governing body) consists of members of the Board of Directors of
Company in office on the date hereof for purposes of (2) below or approved
as provided in (2) below;
(2) at any time after the date hereof, (x) members of the Board
of Directors of Company in office on the date hereof (including any
designated as contemplated by Section 4.2 of the Stock Purchase Agreement
made as of April 16, 1998 between Company and David Brodsky) plus (y) any
new director (excluding a director designated by a person or group who has
entered into an agreement with Company to effect a transaction described in
Section 4.5(d)(1) whose election by the Board of Directors of Company or
nomination for election by Company's stockholders was approved by (i)
Executive (if a director) or (ii) a vote of at least a majority of the
directors then still in office who either were directors on the date hereof
or whose election or nomination for election was previously so approved,
shall cease for any reason to constitute a majority of the Board; or
(3) at any time after the date hereof, the stockholders of Company
approve a complete liquidation or dissolution of Company, except in
connection with a recapitalization or other transaction which does not
otherwise constitute a Change of Control for purposes of Section 4.5(a)(1)
above;
4.6 TERMINATION BY EXECUTIVE WITHOUT GOOD REASON. In the event Executive's
--------------------------------------------
employment is voluntarily terminated by Executive without Good Reason, Company
shall not be obligated to make any further payments to Executive hereunder other
than Accrued Obligations through the date of such termination.
4.7 FAILURE TO EXTEND. A failure by Company to extend Executive's Agreement
-----------------
pursuant to Section 2.1 shall not be treated as a termination of Executive's
employment for purposes of this Agreement; provided, however, that if the
Company gives notice of nonrenewal of the initial Term in accordance with
Section 2.1, the Company shall continue to pay to Executive Base Compensation
for the twelve (12) month period after expiration of the initial Term. For this
purpose, the "at risk" component of Base Compensation shall be added to and paid
as part of Executive's salary.
4.8 MITIGATION. Executive shall not be required to mitigate amounts payable
----------
under this Section 4 by seeking other employment or otherwise, and there shall
be no offset against amounts due Executive under this Agreement on account of
subsequent employment except as specifically provided herein.
8
<PAGE>
SECTION 5. NON-COMPETITION AND CONFIDENTIALITY
-----------------------------------
5.1 NON-COMPETITION
---------------
(a) During the Term, including any unexpired portion thereof, and for a
period of one year thereafter (the "Non-Competition Period"), Executive
shall not, directly or indirectly, own, manage, operate, join, control,
participate in, invest in or otherwise be connected or associated with, in
any manner, including, without limitation, as an officer, director,
employee, distributor, independent contractor, independent representative,
partner, consultant, advisor, agent, proprietor, trustee or investor, any
Competing Business located in any state or region (including foreign
jurisdictions) where Company conducts business; provided, however, that (i)
-------- -------
ownership of 4.9% or less of the stock or other securities of a
corporation, the stock of which is listed on a national securities exchange
or is quoted on the NASDAQ Stock Market's National market, shall not
constitute a breach of this Section 5, so long as the Executive does not in
fact have the power to control, or direct the management of, or is not
otherwise engaged in activities with, such corporation and (ii) investment
banking and similar advisory services after the Term, even if provided to a
Competing Business, shall not constitute a breach of this Section 5.
(b) For purposes hereof, the term "Competing Business" shall mean any
business or venture which is substantially similar to the whole or any
significant part of the business conducted by Company.
(c) Notwithstanding the above, except as provided below, the non-
competition obligation in Section 5.1(a) shall not apply after the Term if
Executive's employment is terminated (i) by Company without Cause, (ii) by
Executive for Good Reason or (iii) as a result of nonrenewal of the
Agreement by Company; provided, however, in the event of any such
termination, the non-competition obligation shall continue after the Term
for the remainder of the Non-Competition period if (i) Executive is
entitled to the Severance Payment and payment thereof is made within 90
days after expiration of the Term or (ii) Company has given written notice
to Executive at least 12 months prior to the expiration of the Term
agreeing to continue payment of Base Compensation to Executive after the
Term and during the remainder of the Non-Competition Period. For this
purpose, the "at risk" component of Base Compensation shall be added to and
paid as part of Executive's salary.
5.2 NO SOLICITATION. During the Term, including any unexpired portion
---------------
thereof, and for a period of one year thereafter, the Executive shall not,
directly or indirectly, including on behalf of, for the benefit of, or in
conjunction with, any other person or entity, (i) solicit, assist, advise,
influence, induce or otherwise encourage in any way, any employee of Company to
terminate Executive's relationship with Company for any reason, or assist any
person or entity in doing so, or employ, engage or otherwise contract with any
employee or former employee of Company in a Competing Business or any other
business unless such former employee shall not have been employed by Company for
a period of at least one year, (ii) interfere in any manner with the
relationship between any employee and Company or (iii) contact, service or
solicit any existing clients, customers or accounts of Company on behalf of a
Competing Business, either as an individual on Executive's own account, as an
investor, or as an officer, director, partner, joint venturer, consultant,
employee, agent or sales man of any other person or entity.
9
<PAGE>
5.3 CONFIDENTIAL INFORMATION
------------------------
(a) "Confidential Information" shall mean confidential records and
information, including, but not limited to, development, marketing,
purchasing, organizational, strategic, financial, managerial,
administrative, manufacturing, production, distribution and sales
information, distribution methods, data, specifications and processes
(including the Transferred Property as hereinafter defined) presently owned
or at any time hereafter developed by Company or its agents or consultants
or used presently or at any time hereafter in the course of the business of
Company, that are not otherwise part of the public domain.
(b) Executive hereby sells, transfers and assigns to Company, or to any
person or entity designated by Company, all of Executive's entire right,
title and interest in and to all inventions, ideas, methods, developments,
disclosures and improvements (the "Inventions"), whether patented or
unpatented, and copyrightable material, and all trademarks, trade names,
all goodwill associated therewith and all federal and state registrations
or applications thereof, made, adopted or conceived by solely or jointly,
in whole or in part (collectively, the "Transferred Property"), prior to or
during the Term which (i) relate to methods, apparatus, designs, products,
processes or devices sold, leased, used or under construction or
development by Company or (ii) otherwise relate to or pertain to the
business, products, services, functions or operations of the Company.
Executive shall make adequate written records of all Inventions, which
records shall be Company's property and shall communicate promptly and
disclose Company, in such forms Company requests, all information, details
and data pertaining to the aforementioned Inventions. Whether during the
Term or thereafter, Executive shall execute and deliver to Company such
formal transfers and assignments and such other papers and documents as may
be required of Executive to permit Company, or any person or entity
designated by Company, to file and prosecute patent applications
(including, but not limited to, records, memoranda or instruments deemed
necessary by Company for the prosecution of the patent application or the
acquisition of letters patent in the United states, foreign counties or
otherwise) and, as to copyrightable material, to obtain copyrights thereon,
and as to trademarks, to record the transfer of ownership of any federal or
state registrations or applications.
(c) All such Confidential Information is considered secret and will be
disclosed to the Executive in confidence, and Executive acknowledges that,
as a consequence of Executive's employment and position with Company,
Executive may have access to and become acquainted with Confidential
Information. Except in the performance of Executive's duties as an employee
of Company, Executive shall not, during the term and at all times
thereafter, directly or indirectly for any reason whatsoever, discloser or
use any such Confidential Information. All records, files, drawings,
documents, equipment and other tangible items, wherever located, relating
in any way to or containing Confidential Information, which Executive has
prepared, used or encountered or shall in the future prepare, use or
encounter, shall be and remain Company's sole and exclusive property and
shall be included in the Confidential Information. Upon termination of this
agreement, or whenever requested by Company, Executive shall promptly
deliver to Company any and all of the Confidential Information and copies
thereof, not previously delivered to Company, that may be in the possession
or under the control of the Executive. The foregoing restrictions shall not
apply to the use, divulgence, disclosure or grant
10
<PAGE>
of access to Confidential Information to the extent, but only to the
extent, (i) expressly permitted or required pursuant to any other written
agreement between Executive and Company, (ii) such Confidential Information
has been publicly disclosed (not due to a breach by the Executive of
Executive's obligations hereunder, or by breach of any other person, of a
fiduciary or confidential obligation to Company or (iii) the Executive is
required to disclose Confidential Information by or to any court of
competent jurisdiction or any governmental or quasi-governmental agency,
authority or instrumentality of competent jurisdiction, provided, however,
-------- -------
that the Executive shall, prior to any such disclosure, immediately notify
Company of such requirements and provided further, however, that the
---------------- -------
Company shall have the right, at its expense, to object to such disclosures
and to seek confidential treatment of any Confidential Information to be so
disclosed on such terms as it shall determine.
5.4 ACKNOWLEDGEMENT; REMEDIES; SURVIVAL OF THIS AGREEMENT
-----------------------------------------------------
(a) Executive acknowledges that violation of any of the covenants and
provisions set forth in this Agreement would cause Company irreparable
damage and agrees that Company's remedies at law for a breach or threatened
breach of any of the provisions of this Agreement would be inadequate and,
in recognition of this fact, in the event of a breach or threatened breach
by Executive of any of the provisions of this Agreement, it is agreed that,
in addition to the remedies at law or in equity, Company shall be entitled,
without the posting of a bond, to equitable relief in the form of specific
performance, a temporary restraining order, temporary or permanent
injunction, or any other equitable remedy which may then be available for
the purposes of restraining Executive from any actual or threatened breach
of such covenants. Without limiting the generality of the foregoing, if
Executive breaches or threatens to breach this Section 5 hereof, such
breach or threatened breach will entitle Company to enjoin Executive from
disclosing any Confidential Information to any Competing Business, to
enjoin any Competing Business from retaining Executive or using any such
Confidential Information, to enjoin Employee form rendering personal
services to or in connection with any Competing Business. The rights and
remedies of the parties hereto are cumulative and shall not be exclusive,
and each such party shall be entitled to pursue all legal and equitable
rights and remedies and to secure performance of the obligations and duties
of the other under this Agreement, and the enforcement of one or more of
such rights and remedies by a party shall in no way preclude such party
from pursuing, at the same time or subsequently, any and all other rights
and remedies available to it.
(b) The provisions of this Agreement shall survive the termination of
Executive's employment with Company.
SECTION 6. MISCELLANEOUS
---------------
6.1 CANCELLATION OF CONSULTING AGREEMENT Except for the obligation to pay the
------------------------------------
consulting fees and the 20% performance bonus (to the extent earned) through
June 30, 1998, the Consulting Agreement is hereby cancelled, provided, however,
that this shall not be construed to limit or terminate Executive's entitlement
to amounts accrued for periods through the date of this Agreement, including,
without limitation, the 250,000 stock options granted thereunder. Nothing in
11
<PAGE>
this Agreement or the Consulting Agreement shall be construed to entitle
Executive to any fee on other compensation relating to the Company's sale of
stock to David Brodsky and the Designees (as defined therein) pursuant to the
terms of an Amended and Restated Stock Purchase Agreement dated June 18, 1998.
6.2 ARBITRATION. Any dispute or controversy arising under or in connection
-----------
with this Agreement shall be settled exclusively by arbitration in Princeton,
New Jersey, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction. The parties consent to the
authority of the arbitrator, if the arbitrator so determines, to award fees and
expenses (including legal fees) to the prevailing party in the arbitration.
Notwithstanding the foregoing, Company shall be entitled to enforce the
provisions of Section 5 hereof through proceedings brought in a court of
competent jurisdiction as contemplated by Section 6.9 hereof.
6.3 SEVERABILITY; REASONABLENESS OF AGREEMENT. If any term, provision or
-----------------------------------------
covenant of this Agreement or part thereof, or the application thereof to any
person, place or circumstance shall be held to be invalid, unenforceable or void
by a court of competent jurisdiction, the remainder of this Agreement and such
term, provision or covenant shall remain in full force and effect, and any such
invalid, unenforceable or void term, provision or covenant shall be deemed,
without further action on the part of the parties hereto, modified, amended and
limited, and the court shall have the power to modify, amend and limit any such
term, provision or covenant, to the extent necessary to render the same and the
remainder of the Agreement valid, enforceable and lawful. In this regard, the
Executive understands that the provisions of Section 5 may limit Executive's
ability to earn a livelihood in a business similar or related to the business of
Company, but nevertheless agrees and acknowledges that (i) the provisions of
Section 5 are reasonable and necessary for the protection of Company, and do not
impose a greater restraint than necessary to protect the goodwill or other
business interest of Company and (ii) such provisions contain reasonable
limitations as to the time and the scope of activity to be restrained. In
consideration of the foregoing and in light of Executive's education, skills and
abilities, Executive agrees that all defenses by Executive to the strict
enforcement of such provisions are hereby waived by Executive.
6.4 KEY EMPLOYEE INSURANCE. Company shall have the right at its expense to
-----------------------
purchase insurance on the life of Executive, in such amounts as it shall from
time to time determine, of which Company shall be the beneficiary. Executive
shall submit to such physical examinations as may reasonably be required and
shall otherwise cooperate with Company in obtaining such insurance.
6.5 ASSIGNMENT; BENEFIT. This Agreement shall not be assignable by Executive,
-------------------
other than Executive's rights to payments or benefits hereunder, which may be
transferred only by will or the laws of descent and distribution. Upon
Executive's death, this Agreement and all rights of Executive hereunder shall
inure to the benefit of and be enforceable by Executive's beneficiary or
beneficiaries, personal or legal representatives, or estate, to the extent any
such person succeeds to Executive's interests under this Agreement. No rights
or obligations of Company under this Agreement may be assigned or transferred
except that Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all
12
<PAGE>
or substantially all of the business and/or assets of Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that Company would be required to perform it if no such succession had
taken place. As used in this Agreement, "Company" shall mean Company as
hereinbefore defined and any successor to its business and/or assets (by merger,
purchase or otherwise) which executes and delivers the agreement provided for in
this Section 5.4 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
6.6 NOTICES. All notices hereunder shall be in writing and shall be
-------
sufficiently given if hand-delivered, sent by documented overnight delivery
service or registered or certified mail, postage prepaid, return receipt
requested or by telegram or telefax (confirmed by U.S. mail), receipt
acknowledged, addressed as set forth below or at such other address for either
party as may be specified in a notice given as provided herein by such party to
the other. Any such notice shall be deemed to have been given as of the date
received, in the case of personal delivery, or on the date shown on the receipt
or confirmation therefor, in all other cases. Any and all service of process
and any other notice in any such action, suit or proceeding shall be effective
against any party if given as provided in this Agreement; provided that nothing
herein shall be deemed to affect the right of any party to serve process in any
other manner permitted by law.
(a) If to Company:
Total Research Corporation
Princeton Corporate Center
5 Independence Way
Princeton, NJ 08540
With Copies To:
Thomas A. Belton, Esq.
Drinker Biddle & Reath LLP
105 College Road East
Princeton, NJ 08540
Peter G. Smith, Esq.
Kramer, Levin, Naftalis & Frankel
919 Third Avenue
New York, NY 10022
If to Executive:
Albert Angrisani
50 Gallup Road
Princeton, NJ 08540
13
<PAGE>
6.7 TERMINATION PROCEDURES. Any termination of Executive's employment by
----------------------
the Company or by Executive during the Term (other than termination pursuant to
death) shall be communicated by written Notice of Termination to the other party
hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under the
provision so indicated.
6.8 ENTIRE AGREEMENT AND MODIFICATION. This Agreement constitutes the entire
---------------------------------
agreement between the parties hereto with respect to the matters contemplated
herein and supersedes all prior agreements and understandings with respect
thereto. No amendment, modification, or waiver of this Agreement shall be
effective unless in writing. Neither the failure nor any delay on the part of
any party to exercise any right, remedy, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege preclude any other or further exercise of the
same or of any other right, remedy, power, or privilege with respect to such
occurrence or with respect to any other occurrence.
6.9 GOVERNING LAW. This Agreement is made pursuant to, and shall be construed
-------------
and enforced in accordance with, the laws of the State of New Jersey and the
federal laws of the United States of America, to the extent applicable, without
giving effect to otherwise applicable principles of conflicts of law. The
parties hereto expressly consent to the jurisdiction of any state or federal
court located in New Jersey, and to venue therein, and consent to the service of
process in any such action or proceeding by certified or registered mailing of
the summons and complaint therein directed to Executive or Company, as the case
may be, at its address as provided in Section 6.6 hereof.
6.10 WITHHOLDING. All payments hereunder shall be subject to any required
-----------
withholding of Federal, state and local taxes pursuant to any applicable law or
regulation.
6.11 HEADINGS; COUNTERPARTS. The headings of paragraphs in this Agreement are
----------------------
for convenience only and shall not affect its interpretation. This Agreement
may be executed in two or more counterparts, each of which shall be deemed to be
an original and all of which, when taken together, shall be deemed to constitute
the same Agreement.
6.12 FURTHER ASSURANCES. Each of the parties hereto shall execute such further
------------------
instruments and take such other actions as the other party shall reasonably
request in order to effectuate the purposes of this Agreement.
14
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
TOTAL RESEARCH CORPORATION
By: /s/ David Brodsky
------------------
David Brodsky, Chairman of the Executive Committee
By: /s/ Howard L. Shecter
---------------------
Howard L. Shecter, Executive Committee
/s/ Albert Angrisani
----------------------
Executive
15
<PAGE>
EXHIBIT A
SENIOR MANAGEMENT COMPENSATION PLAN TERM SHEET
FISCAL YEAR 1999 THROUGH FISCAL YEAR 2001
NAME: ALBERT ANGRISANI
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER
A. COMPENSATION/SHORT-TERM
I. BASE COMPENSATION:
Base compensation for fiscal year 1999 will be $300,000; $175,000 of salary will
be paid on normally scheduled Company paydays, with the remaining $125,000
constituting "at risk" compensation to be paid within 90 days after the end of
the fiscal year if, and only if, at least ninety-five percent (95%) of Company's
Income Before Tax (as defined below) performance goal is achieved. Base
compensation increases beyond year one, will be based on individual performance
and contribution as set by the Executive Committee.
II. BONUS COMPENSATION:
Compensates the Executive if either the established Company Income Before Tax
(IBT) or Net Income (NI) performance goal is achieved. These corporate goals (
the "Performance Goals"), as identified in the attached exhibit title Three Year
----------
Performance Goals, Fiscal Years 1999-2001, have been approved by the Executive
- -----------------------------------------
Committee at time of signing. The Performance Goals include certain
assumptions regarding revenue and expenses that are fundamental to the
attainment of the Bonus Compensation. If the Executive Committee or the Board
initiates and approves any material changes to these assumptions or projections
that have not been approved in advance in writing by the CEO, such change (a
"Nonbudget Item") , and the resulting direct effect on revenue and expenses,
shall be disregarded in calculating IBT or NI. Executive and Company shall
mutually agree as to the effect on revenue and expenses of the Nonbudget Item (
a "Nonbudget Item Effect") within 10 days after Executive's or Company's written
proposal as to the effect of the Nonbudget Item Effect. If the parties fail to
agree in writing within such 10 day period, the Nonbudget Item Effect shall be
determined by an arbitrator mutually agreeable to the Company and Executive. By
way of illustration of a Nonbudget Item, changes that would require a CEO
approval include (I) material increases in discretionary expense items or new
expense line items, (ii) material changes in budgets and allocations that alter
the revenue or expense allocation or mix of the four divisions of the company,
(iii) material changes in the overhead or expense structure of the four
divisions or (iv) expenditures or reallocations of internally generated cash
flow to acquisitions of new business or lines of business.
16
<PAGE>
IBT and NI shall be adjusted to add back any compensation expense item resulting
from the exercise, cancellation, repurchase or conversion of any Stock Option,
or the issuance of any Company stock, after June 30, 1998.
This Bonus Compensation represents a bonus of 20% of the total Base Compensation
for the applicable fiscal year and will be paid as follows:
If either the IBT or NI goals have been reached, the Executive will be issued
20% of his annual Base Compensation for the applicable fiscal year in the form
of restricted shares of Company stock (the "Bonus Shares", including for this
purpose any additions as a results of a stock dividend or split). The valuation
of the Bonus Shares will be based on the average of the closing bid price of the
Company stock on the NASDAQ exchange for a period of 90 calendar days ending on
the last day of the week prior to the determination of such stock bonus. The
amount of the stock bonus will be determined within 90 days after the end of the
fiscal year. Additionally, the Executive agrees that he will hold the Bonus
shares and forfeit the Bonus Shares if he voluntarily elects to leave the
Company prior to the expiration of the Term of his Employment Agreement or is
terminated for Cause under such Agreement.
Should the IBT and NI performance fall below the Performance Goals but one is at
least 95% thereof, the Executive will be entitled to a reduced bonus in the form
of Bonus Shares of ten percent (10%) of Base Compensation. The method of
payment for this performance level is indicated in the preceding paragraph.
The Income Before Tax (IBT) goal referenced above and in the Excess Performance
Bonus Opportunity, excludes any extra ordinary expenses that may result from the
cancellation, repurchase, conversion or reissuing of stock options.
B. EXCESS PERFORMANCE BONUS OPPORTUNITY:
Payment under this portion of the Compensation Plan is for performance in excess
------
of established Performance Goals. The Executive will be paid 15% of all NI in
excess of the NI Performance Goal if, and only if IBT performance is 10% greater
than the IBT Performance Goal. This payment will be made in the form of Bonus
Shares based on the same provisions covered in the bonus section of A of this
Plan. For purposes of this Paragraph B only, NI, IBT, and NI and IBT
Performance Goals will be based only on revenue and expenses allocable to the
existing lines of the Company's business, sometimes referred to as the "Core
Business", unless the Executive and Company otherwise agree in writing. (e.g.
results from acquisitions will not be included in NI or IBT unless the Executive
and Company agree first in writing). Core Business NI and IBT calculations
shall be made by the CFO, the Executive, subject to approval by the Executive
Committee.
C. LOAN
The Executive will be offered a non-collaterialized loan provision from the
Company, which provides the Executive with three annual loans of $100,000 each,
to be made separately on
17
<PAGE>
August 1, 1998, August 1,1999 and August 1, 2000. Interest will be at minimum
applicable federal rate for IRS purposes. The term of the loan will be as
follows. The entire principal and interest due under the loan will be due on
June 30, 2001 provided, however, the entire amount will be forgiven if (i) the
price of the Company stock is at least $10 per share (after adjustments for
stock dividend ,stock splits and similar recapitalization), determined by
averaging the closing price on the NASDAQ exchange for the 90 calendar day
period preceding June 30, 2001 or (ii) the Executive's Employment Agreement is
terminated prior to June 30, 2001 in a manner that requires a Severance Payment
(as defined in such Agreement) to Executive. This provision shall survive
termination of Executive's employment.
18
<PAGE>
EXHIBIT 10.3
TOTAL RESEARCH CORPORATION
STOCK OPTION AGREEMENT
----------------------
STOCK OPTION AGREEMENT made as of July 1, 1998 (the "Grant Date"), between
TOTAL RESEARCH CORPORATION, a Delaware corporation (the "Company"), and Eugene
Goldberg (the "Optionee").
WHEREAS, the Company, pursuant to Section 1.1 of the Amended and Restated
Stock Purchase Agreement made as of June 18, 1998, among the Company and David
Brodsky, as representative for an entity or group to be formed (the "Stock
Purchase Agreement"), agreed to issue to the Purchaser and the Designees named
in said Stock Purchase Agreement an option to purchase an aggregate of 250,000
shares of common stock of the Company ("Common Stock"); and
WHEREAS, Optionee, as one of the Designees, is to receive an option to
purchase shares of Common Stock pursuant to said Stock Purchase Agreement on the
terms hereinafter provided;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration the legal sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee the right and
---------------
option (the "Option") to purchase all or any part of an aggregate of 25,000
shares of Common Stock, subject to adjustment as hereinafter provided. The
Option is in all respects limited and conditioned as provided herein, and as it
may be amended from time to time.
2. PURCHASE PRICE. The purchase price per share of the shares of Common
--------------
Stock covered by the Option shall be $2.25.
3. TERM. Unless earlier terminated pursuant to any provision of this Option
----
Agreement, this Option shall expire on June 30, 2003 (the "Expiration Date"),
which date is not more than five (5) years from the Grant Date. This Option
shall not be exercisable on or after the Expiration Date.
4. EXERCISE OF OPTION. The Option may be exercised at any time or from time
------------------
to time, provided, however, that the Option may not be exercised for less than
100 shares at any one time. The Option shall remain subject to the provisions
in this Option Agreement, until the expiration of the term of this Option as set
forth in Paragraph 3 or until other termination of the Option.
5. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
---------------------------
Option Agreement, the Option may be exercised upon written notice to the
Company, at its principal office, which is located at 5 Independence Way,
Princeton, New Jersey 08543. Such notice (a suggested form of which is
attached) shall state the election to exercise the Option and the number of
shares with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; shall (if required by the terms
thereof) be accompanied by the investment certificate referred to in Paragraph
6; and shall be accompanied by payment of the full Option price of such shares.
<PAGE>
The Option price shall be paid to the Company in cash or by certified check.
Upon receipt of such notice and payment, the Company, as promptly as
practicable (but no later than ren (10) days after receipt of such notice and
payment), shall deliver or cause to be delivered a certificate or certificates
representing the shares with respect to which the Option is so exercised. The
certificate or certificates representing the shares as to which the Option shall
have been so exercised shall be registered in the name of the person or persons
so exercising the Option (or, if the Option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising the Option, shall
be registered in the name of the Optionee and the Optionee's spouse, jointly,
with right of survivorship) and shall be delivered as provided above to or upon
the written order of the person or persons exercising the Option. In the event
the Option shall be exercised by any person or persons after the legal
disability or death of the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be validly issued, fully paid and non-assessable by the Company.
6. SHARES TO BE PURCHASED FOR INVESTMENT. Unless the Company has theretofore
-------------------------------------
notified the Optionee that a registration statement covering the shares to be
acquired upon the exercise of the Option has become effective under the
Securities Act of 1933 and the Company has not thereafter notified the Optionee
that such registration is no longer effective, it shall be a condition to any
exercise of this Option that the shares acquired upon such exercise be acquired
for investment and not with a view to distribution, and the person or persons
effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the same as the
Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
reasonably necessary to avoid a risk of violation of the Securities Act of 1933
(or of any rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
7. SATISFACTION OF HART-SCOTT-RODINO REQUIREMENTS. It shall be a condition
----------------------------------------------
to the issuance of any shares to be acquired upon the exercise of the Option
that the Company shall have received a legal opinion in form and substance
reasonably satisfactory to the Company that (a) no filing prior to or in
connection with said issuance is required pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and regulations
thereunder (the "HSR Act"), or (b) all necessary notifications under the HSR Act
have been filed and the applicable waiting period under the HSR Act has expired.
8. TRANSFERABILITY OF OPTION. Except as provided in the next succeeding
-------------------------
sentence, this Option is not transferable, in whole or in part, by the Optionee
otherwise than by the laws of descent and distribution, and, during the lifetime
of the Optionee, the Option shall be exercisable only by the Optionee or by his
guardian or legal representative. Notwithstanding the preceding sentence, this
Option shall be transferable, in whole or in part, by the Optionee at any time
prior to the termination of said Option, to (a) David Brodsky or any other
Designee named on Schedule 1.1 of the Stock Purchase Agreement, or (b) the
entity or group to be formed by said Designees, subject, however, to the
restrictions and limitations of Article VI of said Stock Purchase Agreement.
9. RIGHT OF COMPANY TO REPURCHASE SHARES AND CANCEL OPTION UNDER CERTAIN
---------------------------------------------------------------------
CIRCUMSTANCES. During the 30-day period following the second anniversary of the
- -------------
Closing Date (as defined in the Stock Purchase Agreement), the Company shall
have the right (i) to purchase any shares of Common Stock owned by the Optionee
as a result of exercise of this Option, and (ii) to cancel this Option, to the
extent it has not been exercised, if, during the two (2) year period following
the Closing Date, the
-2-
<PAGE>
Purchaser and the Designees under the Stock Purchase Agreement have not
fulfilled their financing obligations as set forth in Article VI of said Stock
Purchase Agreement.
10. DEATH. If the Optionee dies prior to the Expiration Date of this Option
-----
as set forth in Paragraph 3, this Option may be exercised, to the extent of the
number of shares with respect to which the Optionee could have exercised it on
the date of his or her death, or to any greater extent permitted by the Board of
Directors, by the Optionee's estate, personal representative or beneficiary who
acquired the right to exercise this Option by bequest or inheritance or by
reason of the Optionee's death, at any time prior to the Expiration Date
specified in Paragraph 3.
11. CAPITAL ADJUSTMENTS. The number of shares which are granted under this
-------------------
Option Agreement shall be adjusted to reflect any stock dividend, stock split,
share combination, or similar change in the capitalization of the Company. In
the event of a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation, each outstanding Option shall be
assumed by the surviving or successor corporation or by a parent or subsidiary
of such corporation.
12. GOVERNING LAW. This Option Agreement shall be construed in accordance
-------------
with, and its interpretation shall be governed by applicable federal law, and
otherwise by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this STOCK OPTION AGREEMENT to be
duly executed by its officers thereunto duly authorized, and the Optionee has
hereunto set his hand and seal, all on the day and year first above written.
ATTEST: TOTAL RESEARCH CORPORATION
[Corporate seal]
/s/Richard G. Morrow, Jr. By:/s/Albert Angrisani
- ------------------------ -------------------------------------------
Secretary President
OPTIONEE
/s/David Brodsky
- ------------------- ------------------
Witness
-3-
<PAGE>
TOTAL RESEARCH CORPORATION
Notice of Exercise of Stock Option
----------------------------------
I hereby exercise the stock option granted to me on July 1, 1998, by Total
Research Corporation, with respect to the following number of shares of Total
Research Corporation common stock, par value $ .001 per share ("Shares"),
covered by said option:
Number of Shares to be purchased ________________
Option price per Share $ 2.25
----------------
Total option price $
----------------
Check one of the following to indicate method of payment:
_____ A. Enclosed is cash in the amount of $______ in full payment for such
Shares.
_____ B. Enclosed is a certified check in the amount of $______ in full
payment for such Shares.
Please have the certificate or certificates representing the purchased Shares
registered in the following name or names/1/_______________________and sent to
DATED: __________, 19___.
--------------------------------
Signature of Optionee
/1/ Certificates may be registered in the name of the Optionee alone or in the
names of the Optionee and his or her spouse, jointly, with right of
survivorship.
A-1
-4-
<PAGE>
EXHIBIT 10.4
TOTAL RESEARCH CORPORATION
STOCK OPTION AGREEMENT
----------------------
STOCK OPTION AGREEMENT made as of July 1, 1998 (the "Grant Date"), between
TOTAL RESEARCH CORPORATION, a Delaware corporation (the "Company"), and Eugene
Goldberg (the "Optionee").
WHEREAS, the Company, pursuant to Section 1.1 of the Amended and Restated
Stock Purchase Agreement made as of June 18, 1998, among the Company and David
Brodsky, as representative for an entity or group to be formed (the "Stock
Purchase Agreement"), agreed to issue to the Purchaser and the Designees named
in said Stock Purchase Agreement an option to purchase an aggregate of 250,000
shares of common stock of the Company ("Common Stock"); and
WHEREAS, Optionee, as one of the Designees, is to receive an option to
purchase shares of Common Stock pursuant to said Stock Purchase Agreement on the
terms hereinafter provided;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration the legal sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee the right and
---------------
option (the "Option") to purchase all or any part of an aggregate of 25,000
shares of Common Stock, subject to adjustment as hereinafter provided. The
Option is in all respects limited and conditioned as provided herein, and as it
may be amended from time to time.
2. PURCHASE PRICE. The purchase price per share of the shares of Common
--------------
Stock covered by the Option shall be $2.25.
3. TERM. Unless earlier terminated pursuant to any provision of this Option
----
Agreement, this Option shall expire on June 30, 2003 (the "Expiration Date"),
which date is not more than five (5) years from the Grant Date. This Option
shall not be exercisable on or after the Expiration Date.
4. EXERCISE OF OPTION. The Option may be exercised at any time or from time
------------------
to time, provided, however, that the Option may not be exercised for less than
100 shares at any one time. The Option shall remain subject to the provisions
in this Option Agreement, until the expiration of the term of this Option as set
forth in Paragraph 3 or until other termination of the Option.
5. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
---------------------------
Option Agreement, the Option may be exercised upon written notice to the
Company, at its principal office, which is located at 5 Independence Way,
Princeton, New Jersey 08543. Such notice (a suggested form of which is
attached) shall state the election to exercise the Option and the number of
shares with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; shall (if required by the terms
thereof) be accompanied by the investment certificate referred to in Paragraph
6; and shall be accompanied by payment of the full Option price of such shares.
<PAGE>
The Option price shall be paid to the Company in cash or by certified check.
Upon receipt of such notice and payment, the Company, as promptly as
practicable (but no later than ren (10) days after receipt of such notice and
payment), shall deliver or cause to be delivered a certificate or certificates
representing the shares with respect to which the Option is so exercised. The
certificate or certificates representing the shares as to which the Option shall
have been so exercised shall be registered in the name of the person or persons
so exercising the Option (or, if the Option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising the Option, shall
be registered in the name of the Optionee and the Optionee's spouse, jointly,
with right of survivorship) and shall be delivered as provided above to or upon
the written order of the person or persons exercising the Option. In the event
the Option shall be exercised by any person or persons after the legal
disability or death of the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be validly issued, fully paid and non-assessable by the Company.
6. SHARES TO BE PURCHASED FOR INVESTMENT. Unless the Company has theretofore
-------------------------------------
notified the Optionee that a registration statement covering the shares to be
acquired upon the exercise of the Option has become effective under the
Securities Act of 1933 and the Company has not thereafter notified the Optionee
that such registration is no longer effective, it shall be a condition to any
exercise of this Option that the shares acquired upon such exercise be acquired
for investment and not with a view to distribution, and the person or persons
effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the same as the
Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
reasonably necessary to avoid a risk of violation of the Securities Act of 1933
(or of any rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
7. SATISFACTION OF HART-SCOTT-RODINO REQUIREMENTS. It shall be a condition
----------------------------------------------
to the issuance of any shares to be acquired upon the exercise of the Option
that the Company shall have received a legal opinion in form and substance
reasonably satisfactory to the Company that (a) no filing prior to or in
connection with said issuance is required pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and regulations
thereunder (the "HSR Act"), or (b) all necessary notifications under the HSR Act
have been filed and the applicable waiting period under the HSR Act has expired.
8. TRANSFERABILITY OF OPTION. Except as provided in the next succeeding
-------------------------
sentence, this Option is not transferable, in whole or in part, by the Optionee
otherwise than by the laws of descent and distribution, and, during the lifetime
of the Optionee, the Option shall be exercisable only by the Optionee or by his
guardian or legal representative. Notwithstanding the preceding sentence, this
Option shall be transferable, in whole or in part, by the Optionee at any time
prior to the termination of said Option, to (a) David Brodsky or any other
Designee named on Schedule 1.1 of the Stock Purchase Agreement, or (b) the
entity or group to be formed by said Designees, subject, however, to the
restrictions and limitations of Article VI of said Stock Purchase Agreement.
9. RIGHT OF COMPANY TO REPURCHASE SHARES AND CANCEL OPTION UNDER CERTAIN
---------------------------------------------------------------------
CIRCUMSTANCES. During the 30-day period following the second anniversary of the
- -------------
Closing Date (as defined in the Stock Purchase Agreement), the Company shall
have the right (i) to purchase any shares of Common Stock owned by the Optionee
as a result of exercise of this Option, and (ii) to cancel this Option, to the
extent it has not been exercised, if, during the two (2) year period following
the Closing Date, the
-2-
<PAGE>
Purchaser and the Designees under the Stock Purchase Agreement have not
fulfilled their financing obligations as set forth in Article VI of said Stock
Purchase Agreement.
10. DEATH. If the Optionee dies prior to the Expiration Date of this Option
-----
as set forth in Paragraph 3, this Option may be exercised, to the extent of the
number of shares with respect to which the Optionee could have exercised it on
the date of his or her death, or to any greater extent permitted by the Board of
Directors, by the Optionee's estate, personal representative or beneficiary who
acquired the right to exercise this Option by bequest or inheritance or by
reason of the Optionee's death, at any time prior to the Expiration Date
specified in Paragraph 3.
11. CAPITAL ADJUSTMENTS. The number of shares which are granted under this
-------------------
Option Agreement shall be adjusted to reflect any stock dividend, stock split,
share combination, or similar change in the capitalization of the Company. In
the event of a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation, each outstanding Option shall be
assumed by the surviving or successor corporation or by a parent or subsidiary
of such corporation.
12. GOVERNING LAW. This Option Agreement shall be construed in accordance
-------------
with, and its interpretation shall be governed by applicable federal law, and
otherwise by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this STOCK OPTION AGREEMENT to be
duly executed by its officers thereunto duly authorized, and the Optionee has
hereunto set his hand and seal, all on the day and year first above written.
ATTEST: TOTAL RESEARCH CORPORATION
[Corporate seal]
/s/Richard G. Morrow By:/s/Albert Angrisani
- -------------------- -------------------------------------------
Secretary President
OPTIONEE
/s/Eleanor Goldberg /s/Eugene Goldberg
- ------------------- ------------------
Witness
-3-
<PAGE>
TOTAL RESEARCH CORPORATION
Notice of Exercise of Stock Option
----------------------------------
I hereby exercise the stock option granted to me on July 1, 1998, by Total
Research Corporation, with respect to the following number of shares of Total
Research Corporation common stock, par value $ .001 per share ("Shares"),
covered by said option:
Number of Shares to be purchased ________________
Option price per Share $ 2.25
----------------
Total option price $
----------------
Check one of the following to indicate method of payment:
_____ A. Enclosed is cash in the amount of $______ in full payment for such
Shares.
_____ B. Enclosed is a certified check in the amount of $______ in full
payment for such Shares.
Please have the certificate or certificates representing the purchased Shares
registered in the following name or names/1/_______________________and sent to
DATED: __________, 19___.
--------------------------------
Signature of Optionee
/1/ Certificates may be registered in the name of the Optionee alone or in the
names of the Optionee and his or her spouse, jointly, with right of
survivorship.
A-1
-4-
<PAGE>
EXHIBIT 10.5
TOTAL RESEARCH CORPORATION
STOCK OPTION AGREEMENT
----------------------
STOCK OPTION AGREEMENT made as of July 1, 1998 (the "Grant Date"), between
TOTAL RESEARCH CORPORATION, a Delaware corporation (the "Company"), and Donald
Jacobson (the "Optionee").
WHEREAS, the Company, pursuant to Section 1.1 of the Amended and Restated
Stock Purchase Agreement made as of June 18, 1998, among the Company and David
Brodsky, as representative for an entity or group to be formed (the "Stock
Purchase Agreement"), agreed to issue to the Purchaser and the Designees named
in said Stock Purchase Agreement an option to purchase an aggregate of 250,000
shares of common stock of the Company ("Common Stock"); and
WHEREAS, Optionee, as one of the Designees, is to receive an option to
purchase shares of Common Stock pursuant to said Stock Purchase Agreement on the
terms hereinafter provided;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration the legal sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee the right and
---------------
option (the "Option") to purchase all or any part of an aggregate of 40,000
shares of Common Stock, subject to adjustment as hereinafter provided. The
Option is in all respects limited and conditioned as provided herein, and as it
may be amended from time to time.
2. PURCHASE PRICE. The purchase price per share of the shares of Common
--------------
Stock covered by the Option shall be $2.25.
3. TERM. Unless earlier terminated pursuant to any provision of this Option
----
Agreement, this Option shall expire on June 30, 2003 (the "Expiration Date"),
which date is not more than five (5) years from the Grant Date. This Option
shall not be exercisable on or after the Expiration Date.
4. EXERCISE OF OPTION. The Option may be exercised at any time or from time
------------------
to time, provided, however, that the Option may not be exercised for less than
100 shares at any one time. The Option shall remain subject to the provisions
in this Option Agreement, until the expiration of the term of this Option as set
forth in Paragraph 3 or until other termination of the Option.
5. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
---------------------------
Option Agreement, the Option may be exercised upon written notice to the
Company, at its principal office, which is located at 5 Independence Way,
Princeton, New Jersey 08543. Such notice (a suggested form of which is
attached) shall state the election to exercise the Option and the number of
shares with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; shall (if required by the terms
thereof) be accompanied by the investment certificate referred to in Paragraph
6; and shall be accompanied by payment of the full Option price of such shares.
<PAGE>
The Option price shall be paid to the Company in cash or by certified check.
Upon receipt of such notice and payment, the Company, as promptly as
practicable (but no later than ren (10) days after receipt of such notice and
payment), shall deliver or cause to be delivered a certificate or certificates
representing the shares with respect to which the Option is so exercised. The
certificate or certificates representing the shares as to which the Option shall
have been so exercised shall be registered in the name of the person or persons
so exercising the Option (or, if the Option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising the Option, shall
be registered in the name of the Optionee and the Optionee's spouse, jointly,
with right of survivorship) and shall be delivered as provided above to or upon
the written order of the person or persons exercising the Option. In the event
the Option shall be exercised by any person or persons after the legal
disability or death of the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be validly issued, fully paid and non-assessable by the Company.
6. SHARES TO BE PURCHASED FOR INVESTMENT. Unless the Company has theretofore
-------------------------------------
notified the Optionee that a registration statement covering the shares to be
acquired upon the exercise of the Option has become effective under the
Securities Act of 1933 and the Company has not thereafter notified the Optionee
that such registration is no longer effective, it shall be a condition to any
exercise of this Option that the shares acquired upon such exercise be acquired
for investment and not with a view to distribution, and the person or persons
effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the same as the
Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
reasonably necessary to avoid a risk of violation of the Securities Act of 1933
(or of any rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
7. SATISFACTION OF HART-SCOTT-RODINO REQUIREMENTS. It shall be a condition
----------------------------------------------
to the issuance of any shares to be acquired upon the exercise of the Option
that the Company shall have received a legal opinion in form and substance
reasonably satisfactory to the Company that (a) no filing prior to or in
connection with said issuance is required pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and regulations
thereunder (the "HSR Act"), or (b) all necessary notifications under the HSR Act
have been filed and the applicable waiting period under the HSR Act has expired.
8. TRANSFERABILITY OF OPTION. Except as provided in the next succeeding
-------------------------
sentence, this Option is not transferable, in whole or in part, by the Optionee
otherwise than by the laws of descent and distribution, and, during the lifetime
of the Optionee, the Option shall be exercisable only by the Optionee or by his
guardian or legal representative. Notwithstanding the preceding sentence, this
Option shall be transferable, in whole or in part, by the Optionee at any time
prior to the termination of said Option, to (a) David Brodsky or any other
Designee named on Schedule 1.1 of the Stock Purchase Agreement, or (b) the
entity or group to be formed by said Designees, subject, however, to the
restrictions and limitations of Article VI of said Stock Purchase Agreement.
9. RIGHT OF COMPANY TO REPURCHASE SHARES AND CANCEL OPTION UNDER CERTAIN
---------------------------------------------------------------------
CIRCUMSTANCES. During the 30-day period following the second anniversary of the
- -------------
Closing Date (as defined in the Stock Purchase Agreement), the Company shall
have the right (i) to purchase any shares of Common Stock owned by the Optionee
as a result of exercise of this Option, and (ii) to cancel this Option, to the
extent it has not been exercised, if, during the two (2) year period following
the Closing Date, the
-2-
<PAGE>
Purchaser and the Designees under the Stock Purchase Agreement have not
fulfilled their financing obligations as set forth in Article VI of said Stock
Purchase Agreement.
10. DEATH. If the Optionee dies prior to the Expiration Date of this Option
-----
as set forth in Paragraph 3, this Option may be exercised, to the extent of the
number of shares with respect to which the Optionee could have exercised it on
the date of his or her death, or to any greater extent permitted by the Board of
Directors, by the Optionee's estate, personal representative or beneficiary who
acquired the right to exercise this Option by bequest or inheritance or by
reason of the Optionee's death, at any time prior to the Expiration Date
specified in Paragraph 3.
11. CAPITAL ADJUSTMENTS. The number of shares which are granted under this
-------------------
Option Agreement shall be adjusted to reflect any stock dividend, stock split,
share combination, or similar change in the capitalization of the Company. In
the event of a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation, each outstanding Option shall be
assumed by the surviving or successor corporation or by a parent or subsidiary
of such corporation.
12. GOVERNING LAW. This Option Agreement shall be construed in accordance
-------------
with, and its interpretation shall be governed by applicable federal law, and
otherwise by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this STOCK OPTION AGREEMENT to be
duly executed by its officers thereunto duly authorized, and the Optionee has
hereunto set his hand and seal, all on the day and year first above written.
ATTEST: TOTAL RESEARCH CORPORATION
[Corporate seal]
/s/Richard G. Morrow, Jr. By:/s/Albert Angrisani
- ------------------------- -------------------------------------
Secretary President
OPTIONEE
/s/Donald Jacobson
------------------------ -------------------------------------
Witness
-3-
<PAGE>
TOTAL RESEARCH CORPORATION
Notice of Exercise of Stock Option
----------------------------------
I hereby exercise the stock option granted to me on July 1, 1998, by Total
Research Corporation, with respect to the following number of shares of Total
Research Corporation common stock, par value $ .001 per share ("Shares"),
covered by said option:
Number of Shares to be purchased ________________
Option price per Share $ 2.25
----------------
Total option price $
----------------
Check one of the following to indicate method of payment:
_____ A. Enclosed is cash in the amount of $______ in full payment for such
Shares.
_____ B. Enclosed is a certified check in the amount of $______ in full
payment for such Shares.
Please have the certificate or certificates representing the purchased Shares
registered in the following name or names/1/_______________________and sent to
__________________.
DATED: ________ __, 19___.
---------------------------
Signature of Optionee
/1/ Certificates may be registered in the name of the Optionee alone or in the
names of the Optionee and his or her spouse, jointly, with right of
survivorship.
A-1
<PAGE>
EXHIBIT 10.6
TOTAL RESEARCH CORPORATION
STOCK OPTION AGREEMENT
----------------------
STOCK OPTION AGREEMENT made as of July 1, 1998 (the "Grant Date"), between
TOTAL RESEARCH CORPORATION, a Delaware corporation (the "Company"), and Anthony
M. Lamport (the "Optionee").
WHEREAS, the Company, pursuant to Section 1.1 of the Amended and Restated
Stock Purchase Agreement made as of June 18, 1998, among the Company and David
Brodsky, as representative for an entity or group to be formed (the "Stock
Purchase Agreement"), agreed to issue to the Purchaser and the Designees named
in said Stock Purchase Agreement an option to purchase an aggregate of 250,000
shares of common stock of the Company ("Common Stock"); and
WHEREAS, Optionee, as one of the Designees, is to receive an option to
purchase shares of Common Stock pursuant to said Stock Purchase Agreement on the
terms hereinafter provided;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration the legal sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee the right and
---------------
option (the "Option") to purchase all or any part of an aggregate of 10,000
shares of Common Stock, subject to adjustment as hereinafter provided. The
Option is in all respects limited and conditioned as provided herein, and as it
may be amended from time to time.
2. PURCHASE PRICE. The purchase price per share of the shares of Common Stock
--------------
covered by the Option shall be $2.25.
3. TERM. Unless earlier terminated pursuant to any provision of this Option
----
Agreement, this Option shall expire on June 30, 2003 (the "Expiration Date"),
which date is not more than five (5) years from the Grant Date. This Option
shall not be exercisable on or after the Expiration Date.
4. EXERCISE OF OPTION. The Option may be exercised at any time or from time
------------------
to time, provided, however, that the Option may not be exercised for less than
100 shares at any one time. The Option shall remain subject to the provisions
in this Option Agreement, until the expiration of the term of this Option as set
forth in Paragraph 3 or until other termination of the Option.
5. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
---------------------------
Option Agreement, the Option may be exercised upon written notice to the
Company, at its principal office, which is located at 5 Independence Way,
Princeton, New Jersey 08543. Such notice (a suggested form of which is
attached) shall state the election to exercise the Option and the number of
shares with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; shall (if required by the terms
thereof) be accompanied by the investment certificate referred to in Paragraph
6; and shall be accompanied by payment of the full Option price of such shares.
<PAGE>
The Option price shall be paid to the Company in cash or by certified check.
Upon receipt of such notice and payment, the Company, as promptly as
practicable (but no later than ten (10) days after receipt of such notice and
payment), shall deliver or cause to be delivered a certificate or certificates
representing the shares with respect to which the Option is so exercised. The
certificate or certificates representing the shares as to which the Option shall
have been so exercised shall be registered in the name of the person or persons
so exercising the Option (or, if the Option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising the Option, shall
be registered in the name of the Optionee and the Optionee's spouse, jointly,
with right of survivorship) and shall be delivered as provided above to or upon
the written order of the person or persons exercising the Option. In the event
the Option shall be exercised by any person or persons after the legal
disability or death of the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be validly issued, fully paid and non-assessable by the Company.
6. SHARES TO BE PURCHASED FOR INVESTMENT. Unless the Company has theretofore
-------------------------------------
notified the Optionee that a registration statement covering the shares to be
acquired upon the exercise of the Option has become effective under the
Securities Act of 1933 and the Company has not thereafter notified the Optionee
that such registration is no longer effective, it shall be a condition to any
exercise of this Option that the shares acquired upon such exercise be acquired
for investment and not with a view to distribution, and the person or persons
effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the same as the
Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
reasonably necessary to avoid a risk of violation of the Securities Act of 1933
(or of any rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
7. SATISFACTION OF HART-SCOTT-RODINO REQUIREMENTS. It shall be a condition
----------------------------------------------
to the issuance of any shares to be acquired upon the exercise of the Option
that the Company shall have received a legal opinion in form and substance
reasonably satisfactory to the Company that (a) no filing prior to or in
connection with said issuance is required pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and regulations
thereunder (the "HSR Act"), or (b) all necessary notifications under the HSR Act
have been filed and the applicable waiting period under the HSR Act has expired.
8. TRANSFERABILITY OF OPTION. Except as provided in the next succeeding
-------------------------
sentence, this Option is not transferable, in whole or in part, by the Optionee
otherwise than by the laws of descent and distribution, and, during the lifetime
of the Optionee, the Option shall be exercisable only by the Optionee or by his
guardian or legal representative. Notwithstanding the preceding sentence, this
Option shall be transferable, in whole or in part, by the Optionee at any time
prior to the termination of said Option, to (a) David Brodsky or any other
Designee named on Schedule 1.1 of the Stock Purchase Agreement, or (b) the
entity or group to be formed by said Designees, subject, however, to the
restrictions and limitations of Article VI of said Stock Purchase Agreement.
9. RIGHT OF COMPANY TO REPURCHASE SHARES AND CANCEL OPTION UNDER CERTAIN
---------------------------------------------------------------------
CIRCUMSTANCES. During the 30-day period following the second anniversary of the
- -------------
Closing Date (as defined in the Stock Purchase Agreement), the Company shall
have the right (i) to purchase any shares of Common Stock owned by the Optionee
as a result of exercise of this Option, and (ii) to cancel this Option, to the
extent it has not been exercised, if, during the two (2) year period following
the Closing Date, the
-2-
<PAGE>
Purchaser and the Designees under the Stock Purchase Agreement have not
fulfilled their financing obligations as set forth in Article VI of said Stock
Purchase Agreement.
10. DEATH. If the Optionee dies prior to the Expiration Date of this Option
-----
as set forth in Paragraph 3, this Option may be exercised, to the extent of the
number of shares with respect to which the Optionee could have exercised it on
the date of his or her death, or to any greater extent permitted by the Board of
Directors, by the Optionee's estate, personal representative or beneficiary who
acquired the right to exercise this Option by bequest or inheritance or by
reason of the Optionee's death, at any time prior to the Expiration Date
specified in Paragraph 3.
11. CAPITAL ADJUSTMENTS. The number of shares which are granted under this
-------------------
Option Agreement shall be adjusted to reflect any stock dividend, stock split,
share combination, or similar change in the capitalization of the Company. In
the event of a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation, each outstanding Option shall be
assumed by the surviving or successor corporation or by a parent or subsidiary
of such corporation.
12. GOVERNING LAW. This Option Agreement shall be construed in accordance
-------------
with, and its interpretation shall be governed by applicable federal law, and
otherwise by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this STOCK OPTION AGREEMENT to be
duly executed by its officers thereunto duly authorized, and the Optionee has
hereunto set his hand and seal, all on the day and year first above written.
ATTEST: TOTAL RESEARCH CORPORATION
[Corporate seal]
/s/Richard G. Morrow, Jr. By:/s/Albert Angrisani
- ------------------------- ---------------------------------
Secretary President
OPTIONEE
/s/Anthony M. Lamport
------------------------ --------------------------------
Witness
-3-
<PAGE>
TOTAL RESEARCH CORPORATION
Notice of Exercise of Stock Option
----------------------------------
I hereby exercise the stock option granted to me on July 1, 1998, by Total
Research Corporation, with respect to the following number of shares of Total
Research Corporation common stock, par value $ .001 per share ("Shares"),
covered by said option:
Number of Shares to be purchased ____________________
Option price per Share $ 2.25
--------------------
Total option price $
--------------------
Check one of the following to indicate method of payment:
_____ A. Enclosed is cash in the amount of $______ in full payment for such
Shares.
_____ B. Enclosed is a certified check in the amount of $______ in full
payment for such Shares.
Please have the certificate or certificates representing the purchased Shares
registered in the following name or names/1/____________________and sent to
________________________________________________.
DATED: ________ __, 19___.
-------------------------
Signature of Optionee
- -------------------
/1/Certificates may be registered in the name of the Optionee alone or in the
names of the Optionee and his or her spouse, jointly, with right of
survivorship.
A-1
<PAGE>
EXHIBIT 10.7
TOTAL RESEARCH CORPORATION
STOCK OPTION AGREEMENT
----------------------
STOCK OPTION AGREEMENT made as of July 1, 1998 (the "Grant Date"), between
TOTAL RESEARCH CORPORATION, a Delaware corporation (the "Company"), and Howard
L. Shecter (the "Optionee").
WHEREAS, the Company, pursuant to Section 1.1 of the Amended and Restated
Stock Purchase Agreement made as of June 18, 1998, among the Company and David
Brodsky, as representative for an entity or group to be formed (the "Stock
Purchase Agreement"), agreed to issue to the Purchaser and the Designees named
in said Stock Purchase Agreement an option to purchase an aggregate of 250,000
shares of common stock of the Company ("Common Stock"); and
WHEREAS, Optionee, as one of the Designees, is to receive an option to
purchase shares of Common Stock pursuant to said Stock Purchase Agreement on the
terms hereinafter provided;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration the legal sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee the right and
---------------
option (the "Option") to purchase all or any part of an aggregate of 40,000
shares of Common Stock, subject to adjustment as hereinafter provided. The
Option is in all respects limited and conditioned as provided herein, and as it
may be amended from time to time.
2. PURCHASE PRICE. The purchase price per share of the shares of Common Stock
--------------
covered by the Option shall be $2.25.
3. TERM. Unless earlier terminated pursuant to any provision of this Option
----
Agreement, this Option shall expire on June 30, 2003 (the "Expiration Date"),
which date is not more than five (5) years from the Grant Date. This Option
shall not be exercisable on or after the Expiration Date.
4. EXERCISE OF OPTION. The Option may be exercised at any time or from time
------------------
to time, provided, however, that the Option may not be exercised for less than
100 shares at any one time. The Option shall remain subject to the provisions
in this Option Agreement, until the expiration of the term of this Option as set
forth in Paragraph 3 or until other termination of the Option.
5. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
---------------------------
Option Agreement, the Option may be exercised upon written notice to the
Company, at its principal office, which is located at 5 Independence Way,
Princeton, New Jersey 08543. Such notice (a suggested form of which is
attached) shall state the election to exercise the Option and the number of
shares with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; shall (if required by the terms
thereof) be accompanied by the investment certificate referred to in Paragraph
6; and shall be accompanied by payment of the full Option price of such shares.
<PAGE>
The Option price shall be paid to the Company in cash or by certified check.
Upon receipt of such notice and payment, the Company, as promptly as
practicable (but no later than ren (10) days after receipt of such notice and
payment), shall deliver or cause to be delivered a certificate or certificates
representing the shares with respect to which the Option is so exercised. The
certificate or certificates representing the shares as to which the Option shall
have been so exercised shall be registered in the name of the person or persons
so exercising the Option (or, if the Option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising the Option, shall
be registered in the name of the Optionee and the Optionee's spouse, jointly,
with right of survivorship) and shall be delivered as provided above to or upon
the written order of the person or persons exercising the Option. In the event
the Option shall be exercised by any person or persons after the legal
disability or death of the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be validly issued, fully paid and non-assessable by the Company.
6. SHARES TO BE PURCHASED FOR INVESTMENT. Unless the Company has theretofore
-------------------------------------
notified the Optionee that a registration statement covering the shares to be
acquired upon the exercise of the Option has become effective under the
Securities Act of 1933 and the Company has not thereafter notified the Optionee
that such registration is no longer effective, it shall be a condition to any
exercise of this Option that the shares acquired upon such exercise be acquired
for investment and not with a view to distribution, and the person or persons
effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the same as the
Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
reasonably necessary to avoid a risk of violation of the Securities Act of 1933
(or of any rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
7. SATISFACTION OF HART-SCOTT-RODINO REQUIREMENTS. It shall be a condition
----------------------------------------------
to the issuance of any shares to be acquired upon the exercise of the Option
that the Company shall have received a legal opinion in form and substance
reasonably satisfactory to the Company that (a) no filing prior to or in
connection with said issuance is required pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and regulations
thereunder (the "HSR Act"), or (b) all necessary notifications under the HSR Act
have been filed and the applicable waiting period under the HSR Act has expired.
8. TRANSFERABILITY OF OPTION. Except as provided in the next succeeding
-------------------------
sentence, this Option is not transferable, in whole or in part, by the Optionee
otherwise than by the laws of descent and distribution, and, during the lifetime
of the Optionee, the Option shall be exercisable only by the Optionee or by his
guardian or legal representative. Notwithstanding the preceding sentence, this
Option shall be transferable, in whole or in part, by the Optionee at any time
prior to the termination of said Option, to (a) David Brodsky or any other
Designee named on Schedule 1.1 of the Stock Purchase Agreement, or (b) the
entity or group to be formed by said Designees, subject, however, to the
restrictions and limitations of Article VI of said Stock Purchase Agreement.
9. RIGHT OF COMPANY TO REPURCHASE SHARES AND CANCEL OPTION UNDER CERTAIN
---------------------------------------------------------------------
CIRCUMSTANCES. During the 30-day period following the second anniversary of the
- -------------
Closing Date (as defined in the Stock Purchase Agreement), the Company shall
have the right (i) to purchase any shares of Common Stock owned by the Optionee
as a result of exercise of this Option, and (ii) to cancel this Option, to the
extent it has not been exercised, if, during the two (2) year period following
the Closing Date, the
-2-
<PAGE>
Purchaser and the Designees under the Stock Purchase Agreement have not
fulfilled their financing obligations as set forth in Article VI of said Stock
Purchase Agreement.
10. DEATH. If the Optionee dies prior to the Expiration Date of this Option
-----
as set forth in Paragraph 3, this Option may be exercised, to the extent of the
number of shares with respect to which the Optionee could have exercised it on
the date of his or her death, or to any greater extent permitted by the Board of
Directors, by the Optionee's estate, personal representative or beneficiary who
acquired the right to exercise this Option by bequest or inheritance or by
reason of the Optionee's death, at any time prior to the Expiration Date
specified in Paragraph 3.
11. CAPITAL ADJUSTMENTS. The number of shares which are granted under this
-------------------
Option Agreement shall be adjusted to reflect any stock dividend, stock split,
share combination, or similar change in the capitalization of the Company. In
the event of a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation, each outstanding Option shall be
assumed by the surviving or successor corporation or by a parent or subsidiary
of such corporation.
12. GOVERNING LAW. This Option Agreement shall be construed in accordance
-------------
with, and its interpretation shall be governed by applicable federal law, and
otherwise by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this STOCK OPTION AGREEMENT to be
duly executed by its officers thereunto duly authorized, and the Optionee has
hereunto set his hand and seal, all on the day and year first above written.
ATTEST: TOTAL RESEARCH CORPORATION
[Corporate seal]
/s/Richard G. Morrow, Jr. By:/s/Albert Angrisani
- ------------------------- ----------------------------------
Secretary President
OPTIONEE
/s/Sue Ann Barr /s/Howard L. Shecter
- -------------------------- ----------------------------------
Witness
-3-
<PAGE>
TOTAL RESEARCH CORPORATION
Notice of Exercise of Stock Option
----------------------------------
I hereby exercise the stock option granted to me on July 1, 1998, by Total
Research Corporation, with respect to the following number of shares of Total
Research Corporation common stock, par value $ .001 per share ("Shares"),
covered by said option:
Number of Shares to be purchased ________________
Option price per Share $ 2.25
----------------
Total option price $
----------------
Check one of the following to indicate method of payment:
_____ A. Enclosed is cash in the amount of $______ in full payment for such
Shares.
_____ B. Enclosed is a certified check in the amount of $______ in full
payment for such Shares.
Please have the certificate or certificates representing the purchased Shares
registered in the following name or names/1/_______________and sent to
________________________________________________.
DATED: __________, 19___.
-------------------------
Signature of Optionee
- ------------------
/1/ Certificates may be registered in the name of the Optionee alone or in the
names of the Optionee and his or her spouse, jointly, with right of
survivorship.
A-1
<PAGE>
EXHIBIT 10.8
TOTAL RESEARCH CORPORATION
STOCK OPTION AGREEMENT
----------------------
STOCK OPTION AGREEMENT made as of July 1, 1998 (the "Grant Date"), between
TOTAL RESEARCH CORPORATION, a Delaware corporation (the "Company"), and George
L. Lindemann (the "Optionee").
WHEREAS, the Company, pursuant to Section 1.1 of the Amended and Restated
Stock Purchase Agreement made as of June 18, 1998, among the Company and David
Brodsky, as representative for an entity or group to be formed (the "Stock
Purchase Agreement"), agreed to issue to the Purchaser and the Designees named
in said Stock Purchase Agreement an option to purchase an aggregate of 250,000
shares of common stock of the Company ("Common Stock"); and
WHEREAS, Optionee, as one of the Designees, is to receive an option to
purchase shares of Common Stock pursuant to said Stock Purchase Agreement on the
terms hereinafter provided;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration the legal sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee the right and
---------------
option (the "Option") to purchase all or any part of an aggregate of 40,000
shares of Common Stock, subject to adjustment as hereinafter provided. The
Option is in all respects limited and conditioned as provided herein, and as it
may be amended from time to time.
2. PURCHASE PRICE. The purchase price per share of the shares of Common Stock
--------------
covered by the Option shall be $2.25.
3. TERM. Unless earlier terminated pursuant to any provision of this Option
----
Agreement, this Option shall expire on June 30, 2003 (the "Expiration Date"),
which date is not more than five (5) years from the Grant Date. This Option
shall not be exercisable on or after the Expiration Date.
4. EXERCISE OF OPTION. The Option may be exercised at any time or from time
------------------
to time, provided, however, that the Option may not be exercised for less than
100 shares at any one time. The Option shall remain subject to the provisions
in this Option Agreement, until the expiration of the term of this Option as set
forth in Paragraph 3 or until other termination of the Option.
5. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
---------------------------
Option Agreement, the Option may be exercised upon written notice to the
Company, at its principal office, which is located at 5 Independence Way,
Princeton, New Jersey 08543. Such notice (a suggested form of which is
attached) shall state the election to exercise the Option and the number of
shares with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; shall (if required by the terms
thereof) be accompanied by the investment certificate referred to in Paragraph
6; and shall be accompanied by payment of the full Option price of such shares.
<PAGE>
The Option price shall be paid to the Company in cash or by certified check.
Upon receipt of such notice and payment, the Company, as promptly as
practicable (but no later than ten (10) days after receipt of such notice and
payment), shall deliver or cause to be delivered a certificate or certificates
representing the shares with respect to which the Option is so exercised. The
certificate or certificates representing the shares as to which the Option shall
have been so exercised shall be registered in the name of the person or persons
so exercising the Option (or, if the Option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising the Option, shall
be registered in the name of the Optionee and the Optionee's spouse, jointly,
with right of survivorship) and shall be delivered as provided above to or upon
the written order of the person or persons exercising the Option. In the event
the Option shall be exercised by any person or persons after the legal
disability or death of the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be validly issued, fully paid and non-assessable by the Company.
6. SHARES TO BE PURCHASED FOR INVESTMENT. Unless the Company has theretofore
-------------------------------------
notified the Optionee that a registration statement covering the shares to be
acquired upon the exercise of the Option has become effective under the
Securities Act of 1933 and the Company has not thereafter notified the Optionee
that such registration is no longer effective, it shall be a condition to any
exercise of this Option that the shares acquired upon such exercise be acquired
for investment and not with a view to distribution, and the person or persons
effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the same as the
Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
reasonably necessary to avoid a risk of violation of the Securities Act of 1933
(or of any rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
7. SATISFACTION OF HART-SCOTT-RODINO REQUIREMENTS. It shall be a condition
----------------------------------------------
to the issuance of any shares to be acquired upon the exercise of the Option
that the Company shall have received a legal opinion in form and substance
satisfactory to the Company that (a) no filing prior to or in connection with
said issuance is required pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations thereunder
(the "HSR Act"), or (b) all necessary notifications under the HSR Act have been
filed and the applicable waiting period under the HSR Act has expired.
8. TRANSFERABILITY OF OPTION. Except as provided in the next succeeding
-------------------------
sentence, this Option is not transferable, in whole or in part, by the Optionee
otherwise than by the laws of descent and distribution, and, during the lifetime
of the Optionee, the Option shall be exercisable only by the Optionee or by his
guardian or legal representative. Notwithstanding the preceding sentence, this
Option shall be transferable, in whole or in part, by the Optionee at any time
prior to the termination of said Option, to (a) David Brodsky or any other
Designee named on Schedule 1.1 of the Stock Purchase Agreement, or (b) the
entity or group to be formed by said Designees, subject, however, to the
restrictions and limitations of Article VI of said Stock Purchase Agreement.
9. RIGHT OF COMPANY TO REPURCHASE SHARES AND CANCEL OPTION UNDER CERTAIN
---------------------------------------------------------------------
CIRCUMSTANCES. During the 30-day period following the second anniversary of the
- -------------
Closing Date (as defined in the Stock Purchase Agreement), the Company shall
have the right (i) to purchase any shares of Common Stock owned by the Optionee
as a result of exercise of this Option, and (ii) to cancel this Option, to the
-2-
<PAGE>
extent it has not been exercised, if, during the two (2) year period following
the Closing Date, the Purchaser and the Designees under the Stock Purchase
Agreement have not fulfilled their financing obligations as set forth in Article
VI of said Stock Purchase Agreement.
10. DEATH. If the Optionee dies prior to the Expiration Date of this Option
-----
as set forth in Paragraph 3, this Option may be exercised, to the extent of the
number of shares with respect to which the Optionee could have exercised it on
the date of his or her death, or to any greater extent permitted by the Board of
Directors, by the Optionee's estate, personal representative or beneficiary who
acquired the right to exercise this Option by bequest or inheritance or by
reason of the Optionee's death, at any time prior to the Expiration Date
specified in Paragraph 3.
11. CAPITAL ADJUSTMENTS. The number of shares which are granted under this
-------------------
Option Agreement shall be adjusted to reflect any stock dividend, stock split,
share combination, or similar change in the capitalization of the Company. In
the event of a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation, each outstanding Option shall be
assumed by the surviving or successor corporation or by a parent or subsidiary
of such corporation.
12. GOVERNING LAW. This Option Agreement shall be construed in accordance
-------------
with, and its interpretation shall be governed by applicable federal law, and
otherwise by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this STOCK OPTION AGREEMENT to be
duly executed by its officers thereunto duly authorized, and the Optionee has
hereunto set his hand and seal, all on the day and year first above written.
ATTEST: TOTAL RESEARCH CORPORATION
[Corporate seal]
/s/Richard G. Morrow, Jr. By:/s/Albert Angrisani
- ------------------------- -----------------------------
Secretary President
OPTIONEE
/s/George L. Lindemann
------------------------- -----------------------------
Witness
-3-
<PAGE>
TOTAL RESEARCH CORPORATION
Notice of Exercise of Stock Option
----------------------------------
I hereby exercise the stock option granted to me on July 1, 1998, by Total
Research Corporation, with respect to the following number of shares of Total
Research Corporation common stock, par value $ .001 per share ("Shares"),
covered by said option:
Number of Shares to be purchased ________________
Option price per Share $ 2.25
----------------
Total option price $
----------------
Check one of the following to indicate method of payment:
_____ A. Enclosed is cash in the amount of $______ in full payment for such
Shares.
_____ B. Enclosed is a certified check in the amount of $______ in full
payment for such Shares.
Please have the certificate or certificates representing the purchased Shares
registered in the following name or names/1/__________________and sent to
________________________________________________.
DATED: __________, 19___.
-------------------------
Signature of Optionee
- ----------------
/1/ Certificates may be registered in the name of the Optionee alone or in the
names of the Optionee and his or her spouse, jointly, with right of
survivorship.
A-1
<PAGE>
EXHIBIT 10.9
TOTAL RESEARCH CORPORATION
STOCK OPTION AGREEMENT
----------------------
STOCK OPTION AGREEMENT made as of July 1, 1998 (the "Grant Date"), between
TOTAL RESEARCH CORPORATION, a Delaware corporation (the "Company"), and David
Brodsky (the "Optionee").
WHEREAS, the Company, pursuant to Section 1.1 of the Amended and Restated
Stock Purchase Agreement made as of June 18, 1998, among the Company and David
Brodsky, as representative for an entity or group to be formed (the "Stock
Purchase Agreement"), agreed to issue to the Purchaser and the Designees named
in said Stock Purchase Agreement an option to purchase an aggregate of 250,000
shares of common stock of the Company ("Common Stock"); and
WHEREAS, Optionee, as one of the Designees, is to receive an option to
purchase shares of Common Stock pursuant to said Stock Purchase Agreement on the
terms hereinafter provided;
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth
and for other good and valuable consideration the legal sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee the right and
---------------
option (the "Option") to purchase all or any part of an aggregate of 70,000
shares of Common Stock, subject to adjustment as hereinafter provided. The
Option is in all respects limited and conditioned as provided herein, and as it
may be amended from time to time.
2. PURCHASE PRICE. The purchase price per share of the shares of Common
--------------
Stock covered by the Option shall be $2.25.
3. TERM. Unless earlier terminated pursuant to any provision of this Option
----
Agreement, this Option shall expire on June 30, 2003 (the "Expiration Date"),
which date is not more than five (5) years from the Grant Date. This Option
shall not be exercisable on or after the Expiration Date.
4. EXERCISE OF OPTION. The Option may be exercised at any time or from time
------------------
to time, provided, however, that the Option may not be exercised for less than
100 shares at any one time. The Option shall remain subject to the provisions
in this Option Agreement, until the expiration of the term of this Option as set
forth in Paragraph 3 or until other termination of the Option.
5. METHOD OF EXERCISING OPTION. Subject to the terms and conditions of this
---------------------------
Option Agreement, the Option may be exercised upon written notice to the
Company, at its principal office, which is located at 5 Independence Way,
Princeton, New Jersey 08543. Such notice (a suggested form of which is
attached) shall state the election to exercise the Option and the number of
shares with respect to which it is being exercised; shall be signed by the
person or persons so exercising the Option; shall (if required by the terms
thereof) be accompanied by the investment certificate referred to in Paragraph
6; and shall be accompanied by payment of the full Option price of such shares.
<PAGE>
The Option price shall be paid to the Company in cash or by certified check.
Upon receipt of such notice and payment, the Company, as promptly as
practicable (but no later than ten (10) days after receipt of such notice and
payment), shall deliver or cause to be delivered a certificate or certificates
representing the shares with respect to which the Option is so exercised. The
certificate or certificates representing the shares as to which the Option shall
have been so exercised shall be registered in the name of the person or persons
so exercising the Option (or, if the Option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising the Option, shall
be registered in the name of the Optionee and the Optionee's spouse, jointly,
with right of survivorship) and shall be delivered as provided above to or upon
the written order of the person or persons exercising the Option. In the event
the Option shall be exercised by any person or persons after the legal
disability or death of the Optionee, such notice shall be accompanied by
appropriate proof of the right of such person or persons to exercise the Option.
All shares that shall be purchased upon the exercise of the Option as provided
herein shall be validly issued, fully paid and non-assessable by the Company.
6. SHARES TO BE PURCHASED FOR INVESTMENT. Unless the Company has theretofore
-------------------------------------
notified the Optionee that a registration statement covering the shares to be
acquired upon the exercise of the Option has become effective under the
Securities Act of 1933 and the Company has not thereafter notified the Optionee
that such registration is no longer effective, it shall be a condition to any
exercise of this Option that the shares acquired upon such exercise be acquired
for investment and not with a view to distribution, and the person or persons
effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the same as the
Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
reasonably necessary to avoid a risk of violation of the Securities Act of 1933
(or of any rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
7. SATISFACTION OF HART-SCOTT-RODINO REQUIREMENTS. It shall be a condition
----------------------------------------------
to the issuance of any shares to be acquired upon the exercise of the Option
that the Company shall have received a legal opinion in form and substance
reasonably satisfactory to the Company that (a) no filing prior to or in
connection with said issuance is required pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and regulations
thereunder (the "HSR Act"), or (b) all necessary notifications under the HSR Act
have been filed and the applicable waiting period under the HSR Act has expired.
8. TRANSFERABILITY OF OPTION. Except as provided in the next succeeding
-------------------------
sentence, this Option is not transferable, in whole or in part, by the Optionee
otherwise than by the laws of descent and distribution, and, during the lifetime
of the Optionee, the Option shall be exercisable only by the Optionee or by his
guardian or legal representative. Notwithstanding the preceding sentence, this
Option shall be transferable, in whole or in part, by the Optionee at any time
prior to the termination of said Option, to (a) any other Designee named on
Schedule 1.1 of the Stock Purchase Agreement, or (b) the entity or group to be
formed by said Designees, subject, however, to the restrictions and limitations
of Article VI of said Stock Purchase Agreement.
9. RIGHT OF COMPANY TO REPURCHASE SHARES AND CANCEL OPTION UNDER CERTAIN
---------------------------------------------------------------------
CIRCUMSTANCES. During the 30-day period following the second anniversary of the
- -------------
Closing Date (as defined in the Stock Purchase Agreement), the Company shall
have the right (i) to purchase any shares of Common Stock owned by the Optionee
as a result of exercise of this Option, and (ii) to cancel this Option, to the
extent it has not been exercised, if, during the two (2) year period following
the Closing Date, the
-2-
<PAGE>
Purchaser and the Designees under the Stock Purchase Agreement have not
fulfilled their financing obligations as set forth in Article VI of said Stock
Purchase Agreement.
10. DEATH. If the Optionee dies prior to the Expiration Date of this Option
-----
as set forth in Paragraph 3, this Option may be exercised, to the extent of the
number of shares with respect to which the Optionee could have exercised it on
the date of his or her death, or to any greater extent permitted by the Board of
Directors, by the Optionee's estate, personal representative or beneficiary who
acquired the right to exercise this Option by bequest or inheritance or by
reason of the Optionee's death, at any time prior to the Expiration Date
specified in Paragraph 3.
11. CAPITAL ADJUSTMENTS. The number of shares which are granted under this
-------------------
Option Agreement shall be adjusted to reflect any stock dividend, stock split,
share combination, or similar change in the capitalization of the Company. In
the event of a merger, consolidation, acquisition of property or stock,
separation, reorganization, or liquidation, each outstanding Option shall be
assumed by the surviving or successor corporation or by a parent or subsidiary
of such corporation.
12. GOVERNING LAW. This Option Agreement shall be construed in accordance
-------------
with, and its interpretation shall be governed by applicable federal law, and
otherwise by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this STOCK OPTION AGREEMENT to be
duly executed by its officers thereunto duly authorized, and the Optionee has
hereunto set his hand and seal, all on the day and year first above written.
ATTEST: TOTAL RESEARCH CORPORATION
[Corporate seal]
/s/ Richard G. Morrow, Jr. By:/s/Albert Angrisani
- -------------------------- -------------------------------------
Secretary President
OPTIONEE
/s/Alan L. Stuart
------------------------ -------------------------------------
Witness
-3-
<PAGE>
TOTAL RESEARCH CORPORATION
Notice of Exercise of Stock Option
----------------------------------
I hereby exercise the stock option granted to me on July 1, 1998, by Total
Research Corporation, with respect to the following number of shares of Total
Research Corporation common stock, par value $ .001 per share ("Shares"),
covered by said option:
Number of Shares to be purchased ________________
Option price per Share $ 2.25
----------------
Total option price $
----------------
Check one of the following to indicate method of payment:
_____ A. Enclosed is cash in the amount of $______ in full payment for such
Shares.
_____ B. Enclosed is a certified check in the amount of $______ in full
payment for such Shares.
Please have the certificate or certificates representing the purchased Shares
registered in the following name or names/1/____________________and sent to
DATED: __________, 19___. _________________________________
Signature of Optionee
- ----------------------
/1/ Certificates may be registered in the name of the Optionee alone or in the
names of the Optionee and his or her spouse, jointly, with right of
survivorship.
A-1
<PAGE>
EXHIBIT 99
Contact:
Anthony P. Galli
(609) 520-9100
NEWS RELEASE
FOR IMMEDIATE RELEASE
(WEDNESDAY, JULY 1, 1998)
TOTAL RESEARCH COMPLETES SALE OF 1.0 MILLION SHARES OF STOCK
------------------------------------------------------------
TO INVESTOR GROUP, NAMES THREE NEW DIRECTORS
--------------------------------------------
PRINCETON, NJ, JULY 1, 1998 Total Research Corporation (NASDAQ:TOTL)
announced today that it had completed a previously announced transaction in
which an investor group known as Wellington Partners purchased 1.0 million
shares of the Company's common stock for $2.25 per share and received an option
to purchase an additional 250,000 shares for the same per-share price.
The Company also announced the election of three members of the seven-
person investor group to the Board of Directors: David Brodsky, who was also
named Chairman of the Board, George L. Lindemann, and Howard L. Shecter. J.
Edward Shrawder, a director since 1993, was elected Vice-Chairman. Messrs.
Brodsky and Shecter will serve with Albert Angrisani on a four-person executive
committee, the final member of which is expected to named shortly.
As previously announced, Albert A. Angrisani was recently elected President
and Chief Executive Officer of Total Research, succeeding Lorin Zissman,
retiring founder of the Company who remains a Director and Chairman Emeritus.
Terms of the transaction include an undertaking by the investor group to
assist the Company for up to $25 million in debt or equity financing for
acquisitions or other projects approved by the Board.
"The addition of the new investor group will hopefully mark the beginning
of a new phase of growth and profitability for Total Research following the
successful turnaround that has been achieved over the last two years," said Mr.
Angrisani. "In addition, our new Directors will provide significant business
experience which we hope will enable the Company to become one of the leaders in
the market research and information services industry."
Mr. Brodsky, a private investor, heads the new investor group. The former
Chairman of Superior Healthcare Group called the consummation of the transaction
"a major step forward for an already successful marketing research firm that we
believe is poised for even greater growth and profitability. I look forward to
working closely with the senior management in my role as
<PAGE>
Chairman," he said, "to help Total Research expand the range of services it
offers through both research and development and the potential acquisition of
compatible business."
Mr. Lindemann is Chairman of the Board of Southern Union Company (NYSE), a
natural gas distribution company. Prior to that he was Chairman of Metro Mobile
CTS, a large independent cellular telephone company.
Mr. Shecter is a senior partner of Morgan, Lewis & Bockius, LLP, a 950-
lawyer international law firm. He is Vice Chairman of the firm's 251-lawyer
Business and Finance Section and has served as the firm's managing partner, as
Chairman of its Executive Committee and as a member of the firm's Governing
Board.
The investor group also includes Mr. Eugene Goldberg, former President and
Chairman of THC Systems, Inc., a privately-held distributor of china, flatware
and related products; Mr. Donald Jacobson, former Chairman of People Care Inc.,
a private health care firm; Mr. Anthony M. Lamport, President of Lambda Fund
Management, a private venture capital firm, and Mr. Alan Stuart, Chairman and
President of A.L. Stuart & Company, Inc., a private merchant banking firm.
Total Research Corporation specializes in the development and application
of predictive marketing research and other advanced research technologies used
to assist clients worldwide. The Company has its headquarters in Princeton, NJ,
and other offices in London, Buenos Aires, Chicago, Minneapolis, Poughkeepsie,
NY, and Tampa. The majority of its clients are among the 500 largest commercial
and financial corporations in the U.S.
This press release contains forward-looking statements. The actual results
might differ materially from those projected in the forward-looking statements.
Additional information concerning factors that could cause actual results to
materially differ form those in forward-looking statements is contained in Total
Research Corporation's SEC filings, including periodic reports under the
Securities Exchange Act of 1934, as amended, copies of which are available upon
request from the Total Research investor relations department.
# # #
-2-
