<PAGE>
As filed with the Securities and
Exchange Commission on February 24,1998
File No. 333-46385
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
Registration Statement
Under the
Securities Act of 1933
TOTAL RESEARCH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-15692 22-2072212
(State of (Commission File No.) (IRS Employer ID No.)
Incorporation)
5 Independence Way
Princeton, NJ 08543
(Address of Principal Executive Offices)
1995 Stock Incentive Plan for Total Research Corporation
Amendment #1 to 1995 Stock Incentive Plan
1995 Stock Incentive Plan for Total Research, Ltd.
(Full Title of Plan)
Rick Morrow, Secretary
5 Independence Way
Princeton, NJ 08543
(Name and Address of agent for service)
With copies to:
William N. Levy, Esq.
Levy & Levy, P.A.
Plaza 1000, Suite 309, Main Street
Voorhees, New Jersey 08043
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following line: X
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed(1) Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee (2)
- ------------------------------------------------------------------------------
Common Stock 1,995,000 $1.625 $3,241,875 $957.00
[FN]
(1) The securities registered hereunder are shares of the registrant's common
stock, $.001 par value.
(2) The fee with respect to these shares has been calculated pursuant to
Rules 457(h) and 457(c) under the Securities Act of 1933, as amended, and
based upon the average of the bid and ask prices per share of the Registrant's
Common Stock on a date within five (5) days prior to the date of filing of
this Registration Statement, if any, as quoted on NASDAQ Small Cap.
</FN>
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement,
Registration No. 333-46385, is being filed to correct a transposition error in
the Commission File Number and I.R.S. Identification Number of the Registrant.
With the exception of the above changes and filing date changes, there are no
other material changes from the original filing of Form S-8 Registration
Statement, Registration No. 333-46385.
Item 3. Incorporation of Certain Documents by Reference.
The following documents are following by reference into the registration
statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended June 30,
1997, Form 10-QSB for September 30, 1997 and Form 10-QSB for December 31, 1997
and all other reports filed pursuant to section 13(a) or 15(d) since the end of
the year covered by above annual report.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any future
Annual or Quarterly Report to Stockholders which is deemed to be modified or
superseded for purposes of this Registration Statement to the extent that such
statement is replaced or modified by a statement contained in a subsequently
dated document incorporated by reference or contained in this Registration
Statement.
The description of the Company's common stock which is contained in the
Company's registration statement filed under Section 12 of the<PAGE>
Securities
Exchange Act of 1934, including any amendments or reports filed for the
purpose of updating such description.
Item 4. Description of Securities.
The Common Stock of the Company is registered under Section 12 of the
Securities Exchange Act of 1934, as amended. The Company is authorized to
issue 20,000,000 shares of Common Stock, of which 10,061,134 shares are issued
and outstanding. All of the outstanding shares of Common Stock are validly
issued, fully paid and non-assessable. Holders of Common Stock are entitled
to one vote per share and have no cumulative voting rights, so that holders of
more than 50% of the shares voting for the election of directors can elect all
the directors if they choose to do so, and in such event the holders of the
remaining shares will not be able to elect any directors.
The holders of shares of Common Stock are entitled to share pro rata in any
dividends and distributions declared by the Board of Directors and, in the
event of liquidation in the net assets of the Company available for
distribution to shareholders. Holders of the Company's Common Stock have no
preferential or preemptive right to subscribe for, purchase or receive any
securities of the Company.
Item 5. Interest of Named Experts and Counsel.
The validity of the issuance of the securities registered pursuant to this
registration statement is being passed upon for the Company by Levy & Levy,
P.A., Suite 309, Plaza 1000, Main Street, Voorhees, New Jersey 08043-4634.
William N. Levy, Esq., a member of the firm and a Director of the Company,
owns 152,000 shares of common stock and 120,000 stock options.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation provides for indemnification of
directors, officers, employees and agents who have been the prevailing party,
or who have acted in good faith in a manner reasonably incurred by such
person in the defense of any action brought against such person by reason of
acts committed in his capacity as a director, officer, employee or agent of
the Company.
Item 7. Exemption from Registration Claimed.
Does not apply.
<PAGE>
Item 8. Exhibits.
5.1 Opinion of Levy & Levy, P.A. regarding the legality of the
securities being offered hereby.
10.1 1995 Stock Incentive Plan for Total Research Corporation
10.2 Amendment #1 to 1995 Stock Incentive Plan
10.3 1995 Stock Incentive Plan for Total Research, Ltd.
24.1 Consent of Amper, Politziner & Mattia
24.2 Consent of Levy & Levy, P.A. (contained in Exhibit 5.1)
Item 9. Undertakings.
The undersigned hereby undertakes:
(1)(a) To file, during any period in which offers or sales are being
made, a post effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(a)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at<PAGE>
that time shall be deemed to be the
initial benefit offering thereof.
(2) To remove from registration by means of a post effective amendment any of
the securities being registered which remain unsold at the termination of the
Plan.
(3) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act pursuant to section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
benefit offering thereof.
(4) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
act and is, therefore, unenforceable. In the event that a claim for
indemnification against such labilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned thereunto duly
authorized, in the City of Princeton, State of New Jersey, on the 24th day of
February, 1998.
TOTAL RESEARCH CORPORATION
By: /s/ Lorin Zissman
----------------------------------------
Lorin Zissman, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Lorin Zissman February 24, 1998
- --------------------- Chief Executive ---------------------
Lorin Zissman Officer
/s/ Eric Zissman February 24, 1998
- --------------------- V.P. of Accounting and ---------------------
Eric Zissman Finance, Chief Financial
Officer
trc\forms-8.98
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________
TOTAL RESEARCH CORPORATION<PAGE>
EXHIBIT INDEX
Exhibit
Number
5.1 Opinion of Levy & Levy, P.A. regarding the legality of the securities
being offered hereby.
10.1 1995 Stock Incentive Plan for Total Research Corporation
10.2 Amendment #1 to 1995 Stock Incentive Plan
10.3 1995 Stock Incentive Plan for Total Research, Ltd.
24.1 Consent of Amper, Politziner & Mattia
24.2 Consent of Levy & Levy, P.A. (contained in Exhibit 5.1)
EXHIBIT 5.1
<PAGE>
LEVY & LEVY, P.A.
William Levy, Esq.
Suite #309, Plaza 1000
Main Street
Voorhees, NJ 08043-4634
(609) 751-9494 Fax:(609) 751-9779
February 12, 1998
Total Research Corporation
5 Independence Way
Princeton, NJ 08543
Re: S-8 for TOTAL RESEARCH CORPORATION
Gentlemen:
At your request, I have examined the form of Registration Statement
which you are filing with the Securities and Exchange Commission, on Form S-8
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 1,995,000 shares of your Common Stock
(the "Stock") issuable pursuant to the 1995 Stock Incentive Plan for Total
Research Corporation, Amendment #1 to the 1995 Stock Incentive Plan for Total
Research Corporation and the 1995 Stock Incentive Plan for Total Research Ltd.
(the "Plans").
In rendering the following opinion, I have examined and relied only upon
the documents, and certificates of officers and directors of the Company as
are specifically described below. In my examination, I have assumed the
genuineness of all signatures, the authenticity, accuracy and completeness of
the documents submitted to me as originals, and the conformity with the
original documents of all documents submitted to me as copies. My examination
was limited to the following documents and not others:
1. Certificate of Incorporation of the Company, as amended to date;
2. Bylaws of the Company, as amended to date;
3. Certified Resolutions adopted by the Board of Directors of the
Company authorizing the Plan and the issuance of the Stock.
4. The Registration Statements.
5. The Form of each Plan.
<PAGE>
I have not undertaken, nor do I intend to undertake, any independent
investigation beyond such documents and records, or to verify the adequacy or
accuracy of such documents and records.
Based on the foregoing, it is my opinion that the Stock to be issued
under the Plan, subject to effectiveness of the Registration Statement and
compliance with applicable blue sky laws, and execution of the Plan in the
form referred to herein, when issued under the Plan, will by duly and validly
authorized, fully paid and non-assessable.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Stock is proposed to be offered and sold or as
to the effect, if any, which non-compliance with such laws might have on the
validity of issuance of the Stock.
I consent to the filing of this opinion as an exhibit to any filing made
with the Securities and Exchange Commission or under any state or other
jurisdiction's securities act for the purpose of registering, qualifying or
establishing eligibility for an exemption from registration or qualification
of the Stock described in the Registration Statement in connection with the
offering described therein. Other than as provided in the preceding sentence,
this opinion (i) is addressed solely to you, (ii) may not be relied upon by
any other party, (iii) covers only matters of Colorado and federal law and
nothing in this opinion shall be deemed to imply any opinion related to the
laws of any other jurisdiction, (iv) may not be quoted or reproduced or
delivered by you to any other person, and (v) may not be relied upon for any
other purpose whatsoever. Nothing herein shall be deemed to relate to or
constitute an opinion concerning any matters not specifically set forth above.
By giving you this opinion and consent, I do not admit that I am an
expert with respect to any part of the Registration Statement or Prospectus
within the meaning of the term "expert" as used in Section 11 of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.
<PAGE>
The information set forth herein is as of the date of this letter. I
disclaim any undertaking to advise you of changes which may be brought to my
attention after the effective date of the Registration Statement.
Very truly yours,
LEVY & LEVY
A Professional Corporation
By: /s/ William N. Levy, Esq.
--------------------------
William N. Levy, Esq.
EXHIBIT 10.1
<PAGE>
TOTAL RESEARCH CORPORATION
1995 STOCK INCENTIVE PLAN
1. Purpose.
-------
The purpose of this Stock Incentive Plan (the "Plan") is to enable Total
Research Corporation (the "Company") to attract and retain the services of
selected employees, officers, directors and other key contributors (including
consultants and nonemployee agents) of the Company or any subsidiary of the
Company. Notwithstanding the foregoing, grants to Non-Employee Directors (as
defined in subparagraph 12.1) of options or other awards under the Plan shall
be made solely in accordance with the provisions of paragraph 12.
2. Shares Subject to the Plan.
--------------------------
Subject to adjustment as provided below, the shares to be offered under the
Plan shall consist of Common Stock of the Company, and the total number of
shares of Common Stock that may be issued under the Plan shall not exceed
800,000 shares. The shares issued under the Plan may be authorized and
unissued shares or reacquired shares. If an option or stock appreciation
right granted under the Plan expires, terminates or is canceled, the unissued
shares subject to such option or stock appreciation right shall again be
available under the Plan. If shares sold or awarded as a bonus under the Plan
or forfeited to the Company or repurchased by the Company, the number of
shares forfeited or repurchased shall again be available under the Plan.
3. Effective Date and Duration of Plan.
-----------------------------------
3.1 Effective Date. The Plan shall become effective as of April 16, 1996.
3.2 Duration. The Plan shall continue in effect until all shares available
for issuance under the Plan have been issued and all restrictions on such
shares have lapsed. The Board of Directors may suspend or terminate the Plan
at any time except with respect to options and shares subject to restrictions
then outstanding under the Plan. Termination shall not affect any outstanding
option, any right of the Company to repurchase shares or the forfeitability of
shares issued under the Plan.
4. Administration.
--------------
4.1 Board of Directors. The Plan shall be administered by the Board of
Directors of the Company, which shall determine and designate from time to
time the individuals to whom awards shall be made, the amount of the awards
and the other terms and conditions of the awards. Subject to the provisions
of the Plan, the Board of Directors may from time to time adopt and amend
rules and regulations relating to administration of the Plan, advance the
lapse of any waiting period, accelerate any exercise date, waive or modify any
restriction applicable to shares (except those restrictions imposed by law)
and make all other determinations in the judgment of the Board of Directors
necessary or desirable for the administration of the Plan. The interpretation
and<PAGE>
construction of the provisions of the Plan and related agreements by the
Board of Directors shall be final and conclusive. The Board of Directors may
correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any related agreement in the manner and to the extent it shall
deem expedient to carry the Plan into effect, and it shall be the sole and
final judge of such expediency.
4.2 Committee. The Board of Directors may delegate to a "stock compensation
committee" of the Board of Directors or specified officers of the Company, or
both (the "Committee"), any or all authority for administration of the Plan.
If authority is delegated to a committee, all references to the Board of
Directors in the Plan shall mean and relate to the Committee except (i) as
otherwise provided by the Board of Directors, (ii) that only the Board of
Directors may amend or terminate the Plan as provided in paragraphs 3 and 15
and (iii) that a Committee including officers of the Company shall not be
permitted to grant options to persons who are officers of the Company unless
the officers who are to be compensated abstain from voting.
5. Types of Awards; Eligibility.
----------------------------
The Board of Directors may, from time to time, take the following actions,
separately or in combination, under the Plan: (i) grant Incentive Stock
Options, as defined in Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"), as provided in paragraphs 6.1 and 6.2; (ii) grant
options other than Incentive Stock Options ("Non-Statutory Stock Options") as
provided in paragraphs 6.1 and 6.3; (iii) award stock bonuses as provided in
paragraph 7; (iv) sell shares subject to restrictions as provided in paragraph
8; (v) grant stock appreciation rights as provided in paragraph 9; (vi) grant
cash bonus rights as provided in paragraph 10; and (vii) grant foreign
qualified awards as provided in paragraph 11. Any such awards may be made to
employees, including employees who are officers or directors, directors, and
to nonemployees (including consultants) who the Board of Directors believes
have made or will make an important contribution to the Company or its
subsidiaries; provided, however, that only employees of the Company, or its
subsidiaries, shall be eligible to receive Incentive Stock Options under the
Plan. The Board of Directors shall select the individuals to whom awards
shall be made and shall specify the action taken with respect to each
individual to whom an award is made. At the discretion of the Board of
Directors, an individual may be given an election to surrender an award in
exchange for the grant of a new award.
6. Option Grants.
-------------
6.1 General Rules Relating to Options.
---------------------------------
(a) Terms of Grant. The Board of Directors may grant options under the Plan.
With respect to each option grant, the Board of Directors shall determine the
number of shares subject to the option, the option price, the period of the
option, the time or times at which the option may be exercised and whether the
option is an Incentive Stock Option or a Non-Statutory Stock Option.
<PAGE>
(b) Exercise of Options. Except as provided in paragraph 6.1(d) or as
determined by the Board of Directors, no option granted under the Plan may be
exercised unless at the time of such exercise the optionee is employed by or
in the service of the Company or any subsidiary of the Company (except for
consultants) and shall have been so employed or provided such service
continuously since the date such option was granted. Absence on leave or on
account of illness or disability under rules established by the Board of
Directors shall not, however, be deemed an interruption of employment or
service for this purpose. Unless otherwise determined by the Board of
Directors, vesting of options shall not continue during an absence on leave
(including an extended illness) or on account of disability. Except as
provided in paragraphs 6.1(d) and 13, options granted under the Plan may be
exercised from time to time over the period stated in each option in such
amounts and at such times as shall be prescribed by the Board of Directors,
provided that options shall not be exercised for fractional shares. Unless
otherwise determined by the Board of Directors, if the optionee does not
exercise an option in any one year with respect to the full number of shares
to which the optionee is entitled in that year, the optionee's rights shall be
cumulative and the optionee may purchase those shares in any subsequent year
during the term of the option.
(c) Nontransferability. Each Incentive Stock Option and, unless otherwise
determined by the Board of Directors, each other option granted under the Plan
by its terms shall be nonassignable and nontransferable by the optionee,
either voluntarily or by operation of law, except by will or by the laws of
descent and distribution of the state or country of the optionee's domicile at
the time of death, and each option by its terms shall be exercisable during
the optionee's lifetime only by the optionee.
(d) Termination of Employment or Service.
------------------------------------
(i) General Rule. Unless otherwise determined by the Board of Directors, in
the event the employment or service of the optionee with the Company or
subsidiary terminates for any reason other than because of physical disability
or death as provided in subparagraphs 6.1(d)(ii) and (iii), the option may be
exercised at any time prior to the expiration date of the option or the
expiration of 90 days after the date of such termination, whichever is the
shorter period, but only if and to the extent the optionee was entitled to
exercise the option at the date of such termination.
(ii) Termination Because of Physical Disability. Unless otherwise determined
by the Board of Directors, in the event of the termination of employment or
service because of physical disability (as that term is defined in Section
22(e)(3) of the Code), the option may be exercised at any time prior to the
expiration date of the option or the expiration of 12 months after the date of
such termination, whichever is the shorter period, but only if and to the
extent the optionee was entitled to exercise the option at the date of such
termination.
(iii) Termination Because of Death. Unless otherwise determined by the
Board of Directors, in the event of the death of an optionee while employed by
or providing service to the Company or a parent or subsidiary, the option may
be exercised at any time prior to the expiration date of the option or the
expiration date of<PAGE>
12 months after the date of such death, whichever is the
shorter period, but only if and to the extent the optionee was entitled to
exercise the option at the date of such termination and only by the person or
persons to whom such optionee's rights under the option shall pass by the
optionee's will or by the laws of descent and distribution of the state or
country of domicile at the time of death.
(iv) Amendment of Exercise Period Applicable to Termination. The Board of
Directors, at the time of grant or at any time thereafter, may extend the 90
day and 12-month exercise periods any length of time not later than the
original expiration date of the option, and may increase the portion of an
option that is exercisable, subject to such terms and conditions as the Board
of Directors may determine.
(v) Failure to Exercise Options. To the extent that the option of any
deceased optionee or of any optionee whose employment or service terminates is
not exercised within the applicable period, all further rights to purchase
shares pursuant to such option shall cease and terminate.
(d) Purchase of Shares. Unless the Board of Directors determines otherwise,
shares may be acquired pursuant to an option granted under the Plan only upon
receipt by the Company of notice in writing from the optionee of the optionee's
intention to exercise, specifying the number of shares as to which the
optionee desires to exercise the option and the date on which the optionee
desires to complete the transaction, and, if required in order to comply with
the Securities Act of 1933, as amended, containing a representation that it is
the optionee's present intention to acquire the shares for investment and not
with a view to distribution, and any other information the Board of Directors
may request. Unless the Board of Directors determines otherwise, on or before
the date specified for completion of the purchase of shares pursuant to an
option, the optionee must have paid the Company the full purchase price of
such shares in cash (including, with the consent of the Board of Directors,
cash that may be the proceeds of a loan from the Company) or, with the consent
of the Board of Directors, in whole or in part, in Common Stock of the Company
valued at fair market value, restricted stock, or other contingent awards
denominated in either stock or cash, deferred compensation credits, promissory
notes and other forms of consideration. The fair market value of Common Stock
provided in payment of the purchase price shall be determined by the Board of
Directors. No shares shall be issued until full payment therefor has been
made. Each optionee who has exercised an option shall immediately upon
notification of the amount due, it any, pay to the Company in cash amounts
necessary to satisfy any applicable federal, state and local tax withholding
requirements. If additional withholding is or becomes required beyond any
amount deposited before delivery of the certificates, the optionee shall pay
such amount to the Company on demand. If the optionee fails to pay the amount
demanded, the Company may withhold that amount from other amounts payable by
the Company to the optionee, including salary, subject to applicable law.
Upon the exercise of an option, the number of shares reserved for issuance
under the Plan shall be reduced by the number of shares issued upon exercise
of the option, less the number of shares surrendered in payment of the option
exercise.
6.2 Incentive Stock Options. Incentive Stock Options shall be subject to the
following<PAGE>
additional terms and conditions:
(a) Limitation on Amount of Grants. An Incentive Stock Option shall by its
terms prohibit the exercise of all options in excess of the amount provided
for in Section 422(d) of the Code. Should it be determined that any
Incentive Stock Option granted under the Plan inadvertently exceeds such
maximum, such Incentive Stock Option grant shall be deemed to be a grant of a
Nonqualified Stock Option to the extent, but only to the extent, of such
excess.
(b) Limitation on Grants to 10 Percent Shareholders. An Incentive Stock
Option may be granted under the Plan to an employee possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or of any parent or subsidiary of the Company only if the option price
is at least 110 percent of the fair market value of the Common Stock subject
to the option on the date it is granted, as described in paragraph 6.2(d), and
the option by its terms is not exercisable after the expiration of five years
from the date it is granted.
(c) Duration of Options. Subject to paragraphs 6.1(b) and 6.2(b), Incentive
Stock Options granted under the Plan shall continue in effect for the period
fixed by the Board of Directors, except that no Incentive Stock Option shall
be exercisable after the expiration of five years from the date it is granted.
(d) Option Price. The option price per share shall be determined by the
Board of Directors at the time of grant. Except as provided in paragraph
6.2(b), the option price shall not be less than 100 percent of the fair market
value of the Common Stock covered by the Incentive Stock Option at the date
the option is granted. The fair market value shall be determined by the Board
of Directors.
(e) Limitation on Time of Grant. No Incentive Stock Option shall be granted
on or after the fifth anniversary of the effective date of the Plan.
(f) Conversion of Incentive Stock Options. The Board of Directors may at any
time without the consent of the optionee convert an Incentive Stock Option to
a Non-Statutory Stock Option.
6.3 Non Statutory Stock Options. Non-Statutory Stock Options shall be
subject to the following additional terms and conditions:
(a) Options Price. The option price for Non-Statutory Stock Options shall be
determined by the Board of Directors at the time of grant. The option price
may be less than the fair market value of the shares on the date of grant.
The fair market value of shares covered by a Non-Statutory Stock Option shall
be determined by the Board of Directors.
(b) Duration of Options. Non-Statutory Stock Options granted under the Plan
shall continue in effect for the period fixed by the Board of Directors.
<PAGE>
7. Stock Bonuses.
-------------
The Board of Directors may award shares under the Plan as stock bonuses.
Shares awarded as a bonus shall be subject to the terms, conditions, and
restrictions determined by the Board of Directors. The restrictions may
include restrictions concerning transferability and forfeiture of the shares
awarded, together with such other restrictions as may be determined by the
Board of Directors. The Board of Directors may require the recipient to sign
an agreement as a condition of the award. The agreement may contain any terms,
conditions, restrictions, representations and warranties required by the Board
of Directors. The certificates representing the shares awarded shall bear any
legends required by the Board of Directors. The Company may require any
recipient of a stock bonus to pay to the Company in cash upon demand amounts
necessary to satisfy any applicable federal, state or local tax withholding
requirements. If the recipient fails to pay the amount demanded, the Company
may withhold that amount from other amounts payable by the Company to the
recipient, including salary or fees for services, subject to applicable law.
Upon the issuance of a stock bonus, the number of shares reserved for issuance
under the Plan shall be reduced by the number of shares issued.
8. Restricted Stock.
----------------
The Board of Directors may issue shares under the Plan for such consideration
(including promissory notes and services) as determined by the Board of
Directors, which consideration may be less than fair market value of the
Common Stock at the time of issuance. shares issued under the Plan shall be
subject to the terms, conditions and restrictions determined by the Board of
Directors. The restrictions may include restrictions concerning
transferability, repurchase by the Company and forfeiture of the shares issued,
together with such other restrictions as may be determined by the Board of
Directors. All Common Stock issued pursuant to this paragraph 8 shall be
subject to a purchase agreement, which shall be executed by the Company and
the prospective recipient of the shares prior to the delivery of certificates
representing such shares to the recipient. The purchase agreement may
contain any terms, conditions, restrictions, representations and warranties
required by the Board of Directors. The certificates representing the shares
shall bear any legends required by the Board of Directors. The Company may
require any purchaser of restricted stock to pay to the Company in cash upon
demand amounts necessary to satisfy any applicable federal, state or local tax
withholding requirements. If the purchaser fails to pay the amount demanded,
the Company may withhold that amount from other accounts payable by the
Company to the purchaser, including salary, subject to applicable law. Upon
the issuance of restricted stock, the number of shares reserved for issuance
under the Plan shall be reduced by the number of shares issued.
9. Stock Appreciation Rights.
-------------------------
9.1 Grant. Stock appreciation rights may be granted under the Plan by the
Board of Directors, subject to such rules, terms and conditions as the Board
of Directors prescribes.
<PAGE>
9.2 Exercise.
--------
(a) Each stock appreciation right shall entitle the holder, upon exercise, to
receive from the Company in exchange therefor an amount equal in value to the
excess of the fair market value on the date of exercise of one share of Common
Stock of the Company over its fair market value on the date of grant (or, in
the case of a stock appreciation right granted in connection with an option,
the excess of the fair market value of one share of Common Stock of the
Company over the option price per share under the option to which the stock
appreciation right relates), multiplied by the number of shares covered by the
stock appreciation right or the option, or portion thereof, that is surrendered.
No stock appreciation right shall be exercisable at a time that the amount
determined under this subparagraph is negative. Payment by the Company upon
exercise of a stock appreciation right may be made in Common Stock valued at
fair market value, in cash, or partly in Common Stock and partly in cash, all
as determined by the Board of Directors.
(b) A stock appreciation right shall be exercisable only at the time or times
established by the Board of Directors. If a stock appreciation right is
granted in connection with an option, the following rules shall apply:
(1) the stock appreciation right shall be exercisable only to the extent and
on the same conditions that the related option could be exercised; (2) upon
exercise of the stock appreciation right, the option or portion thereof to
which the stock appreciation right relates terminates; and (3) upon exercise
of the option, the related stock appreciation right of portion thereof
terminates.
(c) The Board of Directors may withdraw any stock appreciation right granted
under the Plan at any time and may impose any conditions upon the exercise of
a stock appreciation right or adopt rules and regulations from time to time
affecting the rights of holders of stock appreciation rights. Such rules and
regulations may govern the right to exercise stock appreciation rights granted
prior to adoption or amendment of such rules and regulations as well as stock
appreciation rights granted thereafter.
(d) For purposes of this paragraph 9, the fair market value of the Common
Stock shall be as specified by the Board of Directors.
(e) No fractional shares shall be issued upon exercise of a stock appreciation
right. In lieu thereof, cash may be paid in an amount equal to the value of
the fraction or, if the Board of Directors shall determine, the number of
shares may be rounded downward to the next whole share.
(f) Each participant who has exercised a stock appreciation right shall, upon
notification of the amount due, pay to the Company in cash amounts necessary
to satisfy any applicable federal, state and local tax withholding requirements.
If the participant fails to pay the amount demanded, the Company may withhold
that amount from other amounts payable by the Company to the participant,
including salary, subject to applicable law. With the consent of the Board of
Directors, a participant may satisfy this obligation in whole or in part, by
having the Company<PAGE>
withhold from any shares to be issued upon the exercise
that number of shares that would satisfy the withholding amount due or by
delivering Common Stock to the Company to satisfy the withholding amount.
(g) Upon the exercise of a stock appreciation right for shares, the number of
shares reserved for issuance under the Plan shall be reduced by the number of
shares issued, less the number of shares surrendered for withheld to satisfy
withholding obligations. Cash payments of stock appreciation rights shall not
reduce the number of shares of Common Stock reserved for issuance under the
Plan.
10. Cash Bonus Rights.
-----------------
10.1 Grant. The Board of Directors may grant cash bonus rights under the Plan
in connection with (i) options granted or previously granted; (ii) stock
appreciation rights granted or previously granted; (iii) stock bonuses awarded
or previously awarded; and (iv) shares sold or previously sold under the Plan.
Cash bonus rights will be subject to rules, terms and conditions as the Board
of Directors may prescribe. The payment of a cash bonus shall not reduce the
number of shares of Common Stock reserved for issuance under the Plan.
10.2 Cash Bonus Rights in Connection with Options. A cash bonus right granted
in connection with an option will entitle an optionee to a cash bonus when the
related option is exercised (or terminates in connection with the exercise of
a stock appreciation right related to the option) in whole or in part. If an
optionee purchases shares upon exercise of an option, and does not exercise a
related stock appreciation right, the amount of the bonus shall be determined
by multiplying the excess of the total fair market value of the shares to be
acquired upon the exercise over the total option price for the shares by the
applicable bonus percentage. If the optionee exercises a related stock
appreciation right in connection with the termination of an option, the amount
of the bonus shall be determined by multiplying the total fair market value of
the shares and cash received pursuant to the exercise of the stock appreciation
right by the applicable bonus percentage. The bonus percentage applicable to
a bonus right shall be determined from time to time by the Board of Directors
bus shall in no event exceed 75 percent.
10.3 Cash Bonus rights in Connection with Stock Bonus. A cash bonus right
granted in connection with a stock bonus will entitle the recipient to a cash
bonus payable when the stock bonus is awarded or restrictions if any, to which
the stock is subject lapse. If bonus stock awarded is subject to restrictions
and is repurchased by the Company or forfeited by the holder, the cash bonus
right granted in connection with the stock bonus shall terminate and may not
be exercised. The amount and timing of payment of a cash bonus shall be
determined by the Board of Directors.
10.4 Taxes. The Company shall withhold from any cash bonus paid pursuant to
paragraph 10 the amount necessary to satisfy any applicable federal, state and
local withholding requirements.
<PAGE>
11. Foreign Qualified Grants.
------------------------
Awards under the Plan may be granted to such officers and employees of the
Company and its subsidiaries and such other persons described in paragraph 1
residing in foreign jurisdictions as the Board of Directors may determine from
time to time. The Board of Directors may adopt such supplements to the Plan
as may be necessary to comply with the applicable laws of such foreign
jurisdictions and to afford participants favorable treatment under such laws;
provided, however, that no award shall be granted under any such supplement
with terms which are more beneficial to the participants than the terms
permitted by the Plan.
12. Option Grants to Non-Employee Directors and Advisory Board Directors.
--------------------------------------------------------------------
12.1 Initial Non-Discretionary Grants. Each person who is or becomes a
Non-Employee Director or Advisory Board Director after April 16, 1996 shall be
automatically granted an option to purchase 10,000 shares of Common Stock on
the date he or she becomes a Non-Employee Director. A "Non-Employee Director"
is a director who is not an employee of the Company or any of its subsidiaries
and has not been an employee of the Company or any of its subsidiaries within
one year of any date as of which a determination of eligibility is made.
12.2 Exercisability. All options granted pursuant to subparagraph 12.1 shall
be exercisable according to the following schedule.
Period of Non-Employee Director's Continuous
Service as a Director of the Company from the Portion of Total Option
Date the Option is Granted Which is Exercisable
- --------------------------------------------- -----------------------
Less than 12 months: 0%
After each 12 month 33 1/3% plus 33 1/3%
successive period: for each 12 months of
additional continuous
service, until fully
vested
12.3 Annual Non-Discretionary Grants to Continuing Non-Employee Directors or
Advisory Board Directors. Each person who is or becomes a Continuing
Non-Employee Director or Advisory Board Director after April 16, 1996 shall
automatically annually receive, on the day of the Company's regular annual
meeting of its shareholders, a nondiscretionary grant of the option to
purchase up to 10,000 shares of the Company's Common Stock. A "Continuing
Non-Employee Director" is a Non-Employee Director or Advisory Board Director
who continuously serves as a Non-Employee Director of the Company during a
period of time which includes the date(s) upon which one or more annual
shareholder meetings of the Company are held.
12.4 Exercisability. All options granted pursuant to subparagraph 12.3 above
shall be<PAGE>
immediately exercisable for 33 1/3% of the total number of shares
covered by the option (the "Option Shares"), and shall become exercisable as
to an additional 2.778% of the Option Shares on the first day of each of the
next following 24 months, until fully vested.
12.5 Exercise Price. The exercise price of any option granted pursuant to
this paragraph 12 shall be equal to the fair market value of the Common Stock
as determined in accordance with the procedure set forth in paragraph 6.2(d).
12.6 Term of Option. The terms of each option granted pursuant to this
paragraph 12 shall be 5 years from the date of grant.
12.7 "Complete Month". For all purposes of this paragraph 12, a complete
month shall be deemed to be the period which starts on the day of grant and
ends on the same day of the following calendar month, so that each successive
"complete month" ends onthe same day of each successive calendar month (or, in
respect of any calendar month which does not include such a day, that
"complete month" shall end on the first day of the next following calendar
month).
12.8 Termination as a Director. If an optionee ceases to be a director of the
Company for any reason, including death, all options granted pursuant to this
paragraph 12 may be exercised at any time prior to the expiration date of the
option or the expiration of 30 days (or 12 months in the event of death) after
the last day the optionee served as a director, whichever is the shorter
period, but only if and to the extent the optionee was entitled to exercise
the option as of the last day the optionee served as a director.
12.9 Nontransferability. Each option granted pursuant to this paragraph 12 by
its terms shall be nonassignable and nontransferable by the optionee, either
voluntarily or by operation of law, except by will or by the laws of descent
and distribution of the state or country of the optionee's domicile at the
time of death or pursuant to a qualified domestic relations order as defined
under the Code or Title I of the Employee Retirement Income Security Act of
1974.
12.10 Exercise of Options. Any options granted pursuant to this paragraph
12 may be exercised upon payment of cash or shares of Common Stock of the
Company in accordance with paragraph 6.1(e). Unless otherwise determined by
the Board of Directors, if an option is exercised within six months of the
date of grant, the shares acquired upon such exercise may not be sole until
six months after the date of grant.
13. Changes in Capital Structure.
----------------------------
If the outstanding Common Stock of the Company is hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation by reason of any
recapitalization, reclassification, stock split, combination of shares or
dividend payable in shares, appropriate adjustment shall be made by the Board
of Directors in the number and kind of shares available for awards under the
Plan. In addition, the<PAGE>
Board of Directors shall make appropriate adjustment
in the number and kind of shares as to which outstanding options and stock
appreciation rights, or portions thereof then unexercised, shall be
exercisable, so that the optionee's proportionate interest before and after
the occurrence of the event is maintained. The Board of Directors may also
require that any securities issued in respect of or exchanged for shares issued
hereunder that are subject to restrictions be subject to similar restrictions.
Notwithstanding the foregoing, the Board of Directors shall have no obligation
to effect any adjustment that would or might result in the issuance or
fractional shares, and any fractional shares resulting from any adjustment may
be disregarded or provided for in any manner determined by the Board of
Directors. Any such adjustments made by the Board of Directors shall be
conclusive.
14. Effect of Liquidation or Reorganization.
---------------------------------------
14.1 Cash, Stock or Other Property for Stock. Except as provided in paragraph
14.2, upon a merger, consolidation, acquisition of property or stock,
reorganization or liquidation of the Company, as a result of which the
stockholders of the Company receive cash, stock or other property in exchange
for or in connection with their shares of Common Stock, any option granted
hereunder shall terminate, but the optionee shall have the right during a
30-day period immediately prior to any such merger, consolidation,
acquisition of property or stock, reorganization or liquidation to exercise
his or her option in whole or in part whether or not the vesting requirements
applicable to the option have been satisfied at the discretion of the Board of
Directors.
14.2 Conversion of Options on Stock for Stock Exchange. If the stockholders
of the Company receive capital stock of another corporation ("Exchange Stock")
in exchange for their shares of Common Stock in any transaction involving a
merger, consolidation, acquisition of property or stock, separation or
reorganization, all options granted hereunder shall be converted into options
to purchase shares of Exchange Stock unless the Board of Directors, in its
sole discretion, determines that any or all such options granted hereunder
shall not be converted into options to purchase shares of Exchange Stock but
instead shall terminate in accordance with the provisions of paragraph 14.1.
The amount and price of converted options shall be determined by adjusting the
amount and price of the options granted hereunder in the same proportion as
used for determining the number of shares of Exchange Stock the holders of the
Common Stock receive in such merger, consolidation, acquisition of property or
stock, separation or reorganization.
15. Corporate Mergers, Acquisitions, Etc.
------------------------------------
The Board of Directors may also grant options, stock appreciation rights,
stock bonuses and cash bonuses and issue restricted stock under the Plan
having terms, conditions and provisions that vary from those specified in this
Plan, provided that any such awards are granted in substitution for, or in
connection with the assumption of, existing options, stock appreciation rights,
stock bonuses, cash bonuses and restricted stock granted, awarded or issued by
another corporation and assumed or otherwise agreed to be provided for by the
Company pursuant to or by reason of a transaction involving a corporate merger,
consolidation, acquisition of property or stock, separation,<PAGE>
reorganization or
liquidation to which the Company or a subsidiary is a party.
16. Amendment of Plan.
-----------------
The Board of Directors may at any time, and from time to time, modify or amend
the Plan in such respect as it shall deem advisable because of changes in the
law while the Plan is in effect or for any other reason. Except as provided
in paragraphs 6.1(d), 13 and 14, however, no change in an award already
granted shall be made without the written consent of the holders of such award.
17. Approvals.
---------
The obligations of the Company under the Plan are subject to the approval of
state and federal authorities or agencies with jurisdiction in the matter.
The Company shall not be obligated to issue or deliver Common Stock under the
Plan if such issuance or delivery would violate applicable state or federal
securities laws.
18. Employment and Service Rights.
-----------------------------
Nothing in the Plan or any award pursuant to the Plan shall: (a) confer upon
any employee any right to be continued in the employment of the Company or any
subsidiary or interfere in any way with the right of the Company or any
subsidiary by whom such employee is employed to terminate such employee's
employment at any time, for any reason, with or without cause, or to decrease
such employee's compensation or benefits, or (b) confer upon any person
engaged by the Company any right to be retained or employed by the company or
to the continuation, extension, renewal, or modification of any compensation,
contract, or arrangement with or by the Company.
19. Rights as a Shareholder.
-----------------------
The recipient of any award under the Plan shall have no rights as a
shareholder with respect to any Common Stock until the date of issue to the
recipient of a stock certificate for such shares. Except as otherwise
expressly provided in the plan, no adjustment shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.
Date adopted by Board February 17, 1996
Date Approved by Stockholders April 16, 1996
Date Last Amended by the Shareholders May 13, 1997
trc\stkincen.pln
EXHIBIT 10.2
<PAGE>
AMENDMENT #1
TO THE TOTAL RESEARCH CORPORATION'S
1995 STOCK INCENTIVE PLAN
The following paragraph hereby amends and replaces Paragraph 2. of Total
Research Corporation's 1995 Stock Incentive Plan. All other terms and
conditions remain the same.
2. Subject to the adjustment as provided below, the shares to be offered
under the Plan shall consist of Common Stock of the company, and the total
number of shares of Common Stock that may be issued under the Plan shall be
increased by 950,000 shares to 1,750,000 shares. The shares issued under the
Plan may be authorized and unissued shares or reacquired shares. If an option
granted under the Plan expires, terminates or is canceled, the unissued shares
subject to such option shall again be available under the Plan. If shares
sold or awarded as a bonus under the Plan or forfeited to the Company or
repurchased by the Company, the number of shares forfeited or repurchased
shall again be available under the Plan.
Amendment approved by the Board of Directors: May 13, 1997
Amendment approved by the Shareholders: May 13, 1997
trc\amendstk.pln
EXHIBIT 10.3
<PAGE>
TOTAL RESEARCH CORPORATION
STOCK INCENTIVE PLAN FOR
TOTAL RESEARCH, LTD.
1. Purpose.
-------
The purpose of this Stock Incentive Plan (the "Plan") is to enable Total
Research Corporation (the "Company") to attract and retain the services of
selected employees, officers, directors and other key contributors (including
consultants and nonemployee agents) of the Company or any subsidiary of the
Company.
2. Shares Subject to the Plan.
--------------------------
Subject to adjustment as provided below, the shares to be offered under the
Plan shall consist of Common Stock of the Company, and the total number of
shares of Common Stock that may be issued under the Plan shall not exceed
500,000 shares. The shares issued under the Plan may be authorized and
unissued shares or reacquired shares. If an option or stock appreciation
right granted under the Plan expires, terminates or is canceled, the unissued
shares subject to such option or stock appreciation right shall again be
available under the Plan. If shares sold or awarded as a bonus under the Plan
or forfeited to the Company or repurchased by the Company, the number of
shares forfeited or repurchased shall again be available under the Plan.
3. Effective Date and Duration of Plan.
-----------------------------------
3.1 Effective Date. The Plan shall become effective as of August 1, 1996.
3.2 Duration. The Plan shall continue in effect until all shares available
for issuance under the Plan have been issued and all restrictions on such
shares have lapsed. The Board of Directors may suspend or terminate the Plan
at any time except with respect to options and shares subject to restrictions
then outstanding under the Plan. Termination shall not affect any outstanding
option, any right of the Company to repurchase shares or the forfeitability of
shares issued under the Plan.
4. Administration.
--------------
4.1 Board of Directors. The Plan shall be administered by the Board of
Directors of the Company, which shall determine and designate from time to
time the individuals to whom awards shall be made, the amount of the awards
and the other terms and conditions of the awards. Subject to the provisions
of the Plan, the Board of Directors may from time to time adopt and amend
rules and regulations relating to administration of the Plan, advance the
lapse of any waiting period, accelerate any exercise date, waive or modify any
restriction applicable to shares (except those restrictions imposed by law)
and make all other determinations in the judgment of the Board of<PAGE>
Directors
necessary or desirable for the administration of the Plan. The interpretation
and construction of the provisions of the Plan and related agreements by the
Board of Directors shall be final and conclusive. The Board of Directors may
correct any defect or supply any omission or reconcile any inconsistency in
the Plan or in any related agreement in the manner and to the extent it shall
deem expedient to carry the Plan into effect, and it shall be the sole and
final judge of such expediency.
4.2 Committee. The Board of Directors may delegate to a "stock compensation
committee" of the Board of Directors or specified officers of the Company, or
both (the "Committee"), any or all authority for administration of the Plan.
If authority is delegated to a committee, all references to the Board of
Directors in the Plan shall mean and relate to the Committee except (i) as
otherwise provided by the Board of Directors, (ii) that only the Board of
Directors may amend or terminate the Plan as provided in paragraphs 3 and 15
and (iii) that a Committee including officers of the Company shall not be
permitted to grant options to persons who are officers of the Company unless
the officers who are to be compensated abstain from voting.
5. Types of Awards; Eligibility.
----------------------------
The Board of Directors may, from time to time, take the following actions,
separately or in combination, under the Plan: (i) grant Incentive Stock
Options, as defined in Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code"), as provided in paragraphs 6.1 and 6.2; (ii) grant options
other than Incentive Stock Options ("Non-Statutory Stock Options") as provided
in paragraphs 6.1 and 6.3; (iii) award stock bonuses as provided in paragraph
7; (iv) sell shares subject to restrictions as provided in paragraph 8; (v)
grant stock appreciation rights as provided in paragraph 9; (vi) grant cash
bonus rights as provided in paragraph 10; and (vii) grant foreign qualified
awards as provided in paragraph 11. Any such awards may be made to employees,
including employees who are officers or directors, directors, and to
nonemployees (including consultants) who the Board of Directors believes have
made or will make an important contribution to the Company or its subsidiaries;
provided, however, that only employees of the Company, or its subsidiaries,
shall be eligible to receive Incentive Stock Options under the Plan. The
Board of Directors shall select the individuals to whom awards shall be made
and shall specify the action taken with respect to each individual to whom an
award is made. At the discretion of the Board of Directors, an individual may
be given an election to surrender an award in exchange for the grant of a new
award.
6. Option Grants.
-------------
6.1 General Rules Relating to Options.
---------------------------------
(a) Terms of Grant. The Board of Directors may grant options under the Plan.
With respect to each option grant, the Board of Directors shall determine the
number of shares subject to the option, the option price, the period of the
option, the time or times at which the option may be<PAGE>
exercised and whether the
option is an Incentive Stock Option or a Non-Statutory Stock Option.
(b) Exercise of Options. Except as provided in paragraph 6.1(d) or as
determined by the Board of Directors, no option granted under the Plan may be
exercised unless at the time of such exercise the optionee is employed by or
in the service of the Company or any subsidiary of the Company (except for
consultants) and shall have been so employed or provided such service
continuously since the date such option was granted. Absence on leave or on
account of illness or disability under rules established by the Board of
Directors shall not, however, be deemed an interruption of employment or
service for this purpose. Unless otherwise determined by the Board of
Directors, vesting of options shall not continue during an absence on leave
(including an extended illness) or on account of disability. Except as
provided in paragraphs 6.1(d) and 12, options granted under the Plan may be
exercised from time to time over the period stated in each option in such
amounts and at such times as shall be prescribed by the Board of Directors,
provided that options shall not be exercised for fractional shares. Unless
otherwise determined by the Board of Directors, if the optionee does not
exercise an option in any one year with respect to the full number of shares
to which the optionee is entitled in that year, the optionee's rights shall be
cumulative and the optionee may purchase those shares in any subsequent year
during the term of the option.
(c) Nontransferability. Each Incentive Stock Option and, unless otherwise
determined by the Board of Directors, each other option granted under the Plan
by its terms shall be nonassignable and nontransferable by the optionee,
either voluntarily or by operation of law, except by will or by the laws of
descent and distribution of the state or country of the optionee's domicile at
the time of death, and each option by its terms shall be exercisable during
the optionee's lifetime only by the optionee.
(d) Termination of Employment or Service.
------------------------------------
(i) General Rule. Unless otherwise determined by the Board of Directors, in
the event the employment or service of the optionee with the Company or
subsidiary terminates for any reason other than because of physical disability
or death as provided in subparagraphs 6.1(d)(ii) and (iii), the option may be
exercised at any time prior to the expiration date of the option or the
expiration of 90 days after the date of such termination, whichever is the
shorter period, but only if and to the extent the optionee was entitled to
exercise the option at the date of such termination.
(ii) Termination Because of Physical Disability. Unless otherwise determined
by the Board of Directors, in the event of the termination of employment or
service because of physical disability (as that term is defined in Section
22(e)(3) of the Code), the option may be exercised at any time prior to the
expiration date of the option or the expiration of 12 months after the date of
such termination, whichever is the shorter period, but only if and to the
extent the optionee was entitled to exercise the option at the date of such
termination.
(iii) Termination Because of Death. Unless otherwise determined by the
Board of Directors,<PAGE>
in the event of the death of an optionee while employed
by or providing service to the Company or a parent or subsidiary, the option
may be exercised at any time prior to the expiration date of the option or the
expiration of 12 months after the date of such death, whichever is the shorter
period, but only if and to the extent the optionee was entitled to exercise
the option at the date of such termination and only by the person or persons
to whom such optionee's rights under the option shall pass by the optionee's
will or by the laws of descent and distribution of the state or country of
domicile at the time of death.
(iv) Amendment of Exercise Period Applicable to Termination. The Board of
Directors, at the time of grant or at any time thereafter, may extend the 90
day and 12-month exercise periods any length of time not later than the
original expiration date of the option, and may increase the portion of an
option that is exercisable, subject to such terms and conditions as the Board
of Directors may determine.
(v) Failure to Exercise Options. To the extent that the option of any
deceased optionee or of any optionee whose employment or service terminates is
not exercised within the applicable period, all further rights to purchase
shares pursuant to such option shall cease and terminate.
(d) Purchase of Shares. Unless the Board of Directors determines otherwise,
shares may be acquired pursuant to an option granted under the Plan only upon
receipt by the Company of notice in writing from the optionee of the optionee's
intention to exercise, specifying the number of shares as to which the
optionee desires to exercise the option and the date on which the optionee
desires to complete the transaction, and, if required in order to comply with
the Securities Act of 1933, as amended, containing a representation that it is
the optionee's present intention to acquire the shares for investment and not
with a view to distribution, and any other information the Board of Directors
may request. Unless the Board of Directors determines otherwise, on or before
the date specified for completion of the purchase of shares pursuant to an
option, the optionee must have paid the Company the full purchase price of such
shares in cash (including, with the consent of the Board of Directors, cash that
may be the proceeds of a loan from the Company) or, with the consent of the
Board of Directors, in whole or in part, in Common Stock of the Company valued
at fair market value, restricted stock, or other contingent awards denominated
in either stock or cash, deferred compensation credits, promissory notes and
other forms of consideration. The fair market value of Common Stock provided
in payment of the purchase price shall be determined by the Board of Directors.
No shares shall be issued until full payment therefor has been made. Each
optionee who has exercised an option shall immediately upon notification of
the amount due, it any, pay to the Company in cash amounts necessary to
satisfy any applicable federal, state and local tax withholding requirements.
If additional withholding is or becomes required beyond any amount deposited
before delivery of the certificates, the optionee shall pay such amount to the
Company on demand. If the optionee fails to pay the amount demanded, the
Company may withhold that amount from other amounts payable by the Company to
the optionee, including salary, subject to applicable law. Upon the exercise
of an option, the number of shares reserved for issuance under the Plan shall
be reduced by the number of shares issued upon exercise of the option, less
the number of shares surrendered in payment of the option exercise.
<PAGE>
6.2 Incentive Stock Options. Incentive Stock Options shall be subject to
the following additional terms and conditions:
(a) Limitation on Amount of Grants. An Incentive Stock Option shall by its
terms prohibit the exercise of all options in excess of the amount provided
for in Section 422(d) of the Code. Should it be determined that any Incentive
Stock Option granted under the Plan inadvertently exceeds such maximum, such
Incentive Stock Option grant shall be deemed to be a grant of a Nonqualified
Stock Option to the extent, but only to the extent, of such excess.
(b) Limitation on Grants to 10 Percent Shareholders. An Incentive Stock
Option may be granted under the Plan to an employee possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or of any parent or subsidiary of the Company only if the option price
is at least 110 percent of the fair market value of the Common Stock subject
to the option on the date it is granted, as described in paragraph 6.2(d), and
the option by its terms is not exercisable after the expiration of five years
from the date it is granted.
(c) Duration of Options. Subject to paragraphs 6.1(b) and 6.2(b), Incentive
Stock Options granted under the Plan shall continue in effect for the period
fixed by the Board of Directors, except that no Incentive Stock Option shall
be exercisable after the expiration of five years from the date it is granted.
(d) Option Price. The option price per share shall be determined by the
Board of Directors at the time of grant. Except as provided in paragraph
6.2(b), the option price shall not be less than 100 percent of the fair market
value of the Common Stock covered by the Incentive Stock Option at the date
the option is granted. The fair market value shall be determined by the Board
of Directors.
(e) Limitation on Time of Grant. No Incentive Stock Option shall be granted
on or after the fifth anniversary of the effective date of the Plan.
(f) Conversion of Incentive Stock Options. The Board of Directors may at any
time without the consent of the optionee convert an Incentive Stock Option to
a Non-Statutory Stock Option.
6.3 Non Statutory Stock Options. Non-Statutory Stock Options shall be
subject to the following additional terms and conditions:
(a) Options Price. The option price for Non-Statutory Stock Options shall be
determined by the Board of Directors at the time of grant. The option price
may be less than the fair market value of the shares on the date of grant.
The fair market value of shares covered by a Non-Statutory Stock Option shall
be determined by the Board of Directors.
(b) Duration of Options. Non-Statutory Stock Options granted under the Plan
shall continue in effect for the period fixed by the Board of Directors.
<PAGE>
7. Stock Bonuses.
-------------
The Board of Directors may award shares under the Plan as stock bonuses.
Shares awarded as a bonus shall be subject to the terms, conditions, and
restrictions determined by the Board of Directors. The restrictions may
include restrictions concerning transferability and forfeiture of the shares
awarded, together with such other restrictions as may be determined by the
Board of Directors. The Board of Directors may require the recipient to sign
an agreement as a condition of the award. The agreement may contain any terms,
conditions, restrictions, representations and warranties required by the Board
of Directors. The certificates representing the shares awarded shall bear any
legends required by the Board of Directors. The Company may require any
recipient of a stock bonus to pay to the Company in cash upon demand amounts
necessary to satisfy any applicable federal, state or local tax withholding
requirements. If the recipient fails to pay the amount demanded, the Company
may withhold that amount from other amounts payable by the Company to the
recipient, including salary or fees for services, subject to applicable law.
Upon the issuance of a stock bonus, the number of shares reserved for issuance
under the Plan shall be reduced by the number of shares issued.
8. Restricted Stock.
The Board of Directors may issue shares under the Plan for such consideration
(including promissory notes and services) as determined by the Board of
Directors, which consideration may be less than fair market value of the
Common Stock at the time of issuance. shares issued under the Plan shall be
subject to the terms, conditions and restrictions determined by the Board of
Directors. The restrictions may include restrictions concerning
transferability, repurchase by the Company and forfeiture of the shares
issued, together with such other restrictions as may be determined by the
Board of Directors. All Common Stock issued pursuant to this paragraph 8
shall be subject to a purchase agreement, which shall be executed by the
Company and the prospective recipient of the shares prior to the delivery of
certificates representing such shares to the recipient. The purchase
agreement may contain any terms, conditions, restrictions, representations and
warranties required by the Board of Directors. The certificates representing
the shares shall bear any legends required by the Board of Directors. The
Company may require any purchaser of restricted stock to pay to the Company in
cash upon demand amounts necessary to satisfy any applicable federal, state or
local tax withholding requirements. If the purchaser fails to pay the amount
demanded, the Company may withhold that amount from other accounts payable by
the Company to the purchaser, including salary, subject to applicable law.
Upon the issuance of restricted stock, the number of shares reserved for
issuance under the Plan shall be reduced by the number of shares issued.
9. Stock Appreciation Rights.
-------------------------
9.1 Grant. Stock appreciation rights may be granted under the Plan by the
Board of Directors, subject to such rules, terms and conditions as the Board
of Directors prescribes.
<PAGE>
9.2 Exercise.
--------
(a) Each stock appreciation right shall entitle the holder, upon exercise, to
receive from the Company in exchange therefor an amount equal in value to the
excess of the fair market value on the date of exercise of one share of Common
Stock of the Company over its fair market value on the date of grant (or, in
the case of a stock appreciation right granted in connection with an option,
the excess of the fair market value of one share of Common Stock of the
Company over the option price per share under the option to which the stock
appreciation right relates), multiplied by the number of shares covered by the
stock appreciation right or the option, or portion thereof, that is
surrendered. No stock appreciation right shall be exercisable at a time that
the amount determined under this subparagraph is negative. Payment by the
Company upon exercise of a stock appreciation right may be made in Common
Stock valued at fair market value, in cash, or partly in Common Stock and
partly in cash, all as determined by the Board of Directors.
(b) A stock appreciation right shall be exercisable only at the time or times
established by the Board of Directors. If a stock appreciation right is granted
in connection with an option, the following rules shall apply: (1) the stock
appreciation right shall be exercisable only to the extent and on the same
conditions that the related option could be exercised; (2) upon exercise of
the stock appreciation right, the option or portion thereof to which the stock
appreciation right relates terminates; and (3) upon exercise of the option,
the related stock appreciation right of portion thereof terminates.
(c) The Board of Directors may withdraw any stock appreciation right granted
under the Plan at any time and may impose any conditions upon the exercise of
a stock appreciation right or adopt rules and regulations from time to time
affecting the rights of holders of stock appreciation rights. Such rules and
regulations may govern the right to exercise stock appreciation rights granted
prior to adoption or amendment of such rules and regulations as well as stock
appreciation rights granted thereafter.
(d) For purposes of this paragraph 9, the fair market value of the Common
Stock shall be as specified by the Board of Directors.
(e) No fractional shares shall be issued upon exercise of a stock
appreciation right. In lieu thereof, cash may be paid in an amount equal to
the value of the fraction or, if the Board of Directors shall determine, the
number of shares may be rounded downward to the next whole share.
(f) Each participant who has exercised a stock appreciation right shall, upon
notification of the amount due, pay to the Company in cash amounts necessary
to satisfy any applicable federal, state and local tax withholding
requirements. If the participant fails to pay the amount demanded, the
Company may withhold that amount from other amounts payable by the Company to
the participant, including salary, subject to applicable law. With the consent
of the Board of Directors, a participant may satisfy this obligation in whole
or in part, by having the Company<PAGE>
withhold from any shares to be issued upon
the exercise that number of shares that would satisfy the withholding amount
due or by delivering Common Stock to the Company to satisfy the withholding
amount.
(g) Upon the exercise of a stock appreciation right for shares, the number of
shares reserved for issuance under the Plan shall be reduced by the number of
shares issued, less the number of shares surrendered for withheld to satisfy
withholding obligations. Cash payments of stock appreciation rights shall
not reduce the number of shares of Common Stock reserved for issuance under
the Plan.
10. Cash Bonus Rights.
-----------------
10.1 Grant. The Board of Directors may grant cash bonus rights under the Plan
in connection with (i) options granted or previously granted; (ii) stock
appreciation rights granted or previously granted; (iii) stock bonuses awarded
or previously awarded; and (iv) shares sold or previously sold under the Plan.
Cash bonus rights will be subject to rules, terms and conditions as the Board
of Directors may prescribe. The payment of a cash bonus shall not reduce the
number of shares of Common Stock reserved for issuance under the Plan.
10.2 Cash Bonus Rights in Connection with Options. A cash bonus right granted
in connection with an option will entitle an optionee to a cash bonus when the
related option is exercised (or terminates in connection with the exercise of
a stock appreciation right related to the option) in whole or in part. If an
optionee purchases shares upon exercise of an option, and does not exercise a
related stock appreciation right, the amount of the bonus shall be determined
by multiplying the excess of the total fair market value of the shares to be
acquired upon the exercise over the total option price for the shares by the
applicable bonus percentage. If the optionee exercises a related stock
appreciation right in connection with the termination of an option, the amount
of the bonus shall be determined by multiplying the total fair market value of
the shares and cash received pursuant to the exercise of the stock
appreciation right by the applicable bonus percentage. The bonus percentage
applicable to a bonus right shall be determined from time to time by the Board
of Directors bus shall in no event exceed 75 percent.
10.3 Cash Bonus rights in Connection with Stock Bonus. A cash bonus right
granted in connection with a stock bonus will entitle the recipient to a cash
bonus payable when the stock bonus is awarded or restrictions if any, to which
the stock is subject lapse. If bonus stock awarded is subject to restrictions
and is repurchased by the Company or forfeited by the holder, the cash bonus
right granted in connection with the stock bonus shall terminate and may not
be exercised. The amount and timing of payment of a cash bonus shall be
determined by the Board of Directors.
10.4 Taxes. The Company shall withhold from any cash bonus paid pursuant to
paragraph 10 the amount necessary to satisfy any applicable federal, state and
local withholding requirements.
<PAGE>
11. Foreign Qualified Grants.
------------------------
Awards under the Plan may be granted to such officers and employees of the
Company and its subsidiaries and such other persons described in paragraph 1
residing in foreign jurisdictions as the Board of Directors may determine from
time to time. The Board of Directors may adopt such supplements to the Plan
as may be necessary to comply with the applicable laws of such foreign
jurisdictions and to afford participants favorable treatment under such laws;
provided, however, that no award shall be granted under any such supplement
with terms which are more beneficial to the participants than the terms
permitted by the Plan.
12. Changes in Capital Structure.
----------------------------
If the outstanding Common Stock of the Company is hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation by reason of any
recapitalization, reclassification, stock split, combination of shares or
dividend payable in shares, appropriate adjustment shall be made by the Board
of Directors in the number and kind of shares available for awards under the
Plan. In addition, the Board of Directors shall make appropriate adjustment
in the number and kind of shares as to which outstanding options and stock
appreciation rights, or portions thereof then unexercised, shall be
exercisable, so that the optionee's proportionate interest before and after
the occurrence of the event is maintained. The Board of Directors may also
require that any securities issued in respect of or exchanged for shares issued
hereunder that are subject to restrictions be subject to similar restrictions.
Notwithstanding the foregoing, the Board of Directors shall have no
obligation to effect any adjustment that would or might result in the issuance
or fractional shares, and any fractional shares resulting from any adjustment
may be disregarded or provided for in any manner determined by the Board of
Directors. Any such adjustments made by the Board of Directors shall be
conclusive.
13. Effect of Liquidation or Reorganization.
---------------------------------------
13.1 Cash, Stock or Other Property for Stock. Except as provided in paragraph
13.2, upon a merger, consolidation, acquisition of property or stock,
reorganization or liquidation of the Company, as a result of which the
stockholders of the Company receive cash, stock or other property in exchange
for or in connection with their shares of Common Stock, any option granted
hereunder shall terminate, but the optionee shall have the right during a 30-day
period immediately prior to any such merger, consolidation, acquisition of
property or stock, reorganization or liquidation to exercise his or her option
in whole or in part whether or not the vesting requirements applicable to the
option have been satisfied at the discretion of the Board of Directors.
13.2 Conversion of Options on Stock for Stock Exchange. If the stockholders
of the Company receive capital stock of another corporation ("Exchange Stock")
in exchange for their shares of Common Stock in any transaction involving a
merger, consolidation, acquisition of property or stock, separation or
reorganization, all options granted hereunder shall be converted into options
<PAGE>
to purchase shares of Exchange Stock unless the Board of Directors, in its
sole discretion, determines that any or all such options granted hereunder
shall not be converted into options to purchase shares of Exchange Stock but
instead shall terminate in accordance with the provisions of paragraph 13.1.
The amount and price of converted options shall be determined by adjusting the
amount and price of the options granted hereunder in the same proportion as
used for determining the number of shares of Exchange Stock the holders of the
Common Stock receive in such merger, consolidation, acquisition of property or
stock, separation or reorganization.
14. Corporate Mergers, Acquisitions, Etc.
------------------------------------
The Board of Directors may also grant options, stock appreciation rights,
stock bonuses and cash bonuses and issue restricted stock under the Plan
having terms, conditions and provisions that vary from those specified in this
Plan, provided that any such awards are granted in substitution for, or in
connection with the assumption of, existing options, stock appreciation rights,
stock bonuses, cash bonuses and restricted stock granted, awarded or issued by
another corporation and assumed or otherwise agreed to be provided for by the
Company pursuant to or by reason of a transaction involving a corporate
merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation to which the Company or a subsidiary is a party.
15. Amendment of Plan.
-----------------
The Board of Directors may at any time, and from time to time, modify or amend
the Plan in such respect as it shall deem advisable because of changes in the
law while the Plan is in effect or for any other reason. Except as provided
in paragraphs 6.1(d), 12 and 13, however, no change in an award already
granted shall be made without the written consent of the holders of such award.
16. Approvals.
---------
The obligations of the Company under the Plan are subject to the approval of
state and federal authorities or agencies with jurisdiction in the matter.
The Company shall not be obligated to issue or deliver Common Stock under the
Plan if such issuance or delivery would violate applicable state or federal
securities laws.
17. Employment and Service Rights.
-----------------------------
Nothing in the Plan or any award pursuant to the Plan shall: (a) confer upon
any employee any right to be continued in the employment of the Company or any
subsidiary or interfere in any way with the right of the Company or any
subsidiary by whom such employee is employed to terminate such employee's
employment at any time, for any reason, with or without cause, or to decrease
such employee's compensation or benefits, or (b) confer upon any person
engaged by the Company any right to be retained or employed by the company or
to the continuation, extension, renewal, or modification of any compensation,
contract, or arrangement with or by the Company.
<PAGE>
18. Rights as a Shareholder.
-----------------------
The recipient of any award under the Plan shall have no rights as a
shareholder with respect to any Common Stock until the date of issue to the
recipient of a stock certificate for such shares. Except as otherwise
expressly provided in the plan, no adjustment shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.
TRC\STCKINC2.PLN
EXHIBIT 24.1
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Total Research Corporation
We hereby consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8) pertaining to the 1995
Stock Incentive Plan of Total Research Corporation, Amendment #1 to the
1995 Stock Incentive Plan and the 1995 Stock Incentive Plan for Total
Research, Ltd. and to the incorporation by reference therein of our report
dated September 23, 1997, with respect to the consolidated financial statements
of Total Research Corporation incorporated by reference in its Annual Report
(Form 10-KSB) for the two years ended June 30, 1997, filed with the Securities
and Exchange Commission.
/s/Amper, Politziner & Mattia
Amper, Politziner & Mattia P.A.
February 10, 1998
Edison, New Jersey
