Provant Inc – UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS (April 29th, 2003)The following unaudited pro forma condensed financial statements give effect to Provant’s sale of its Senn-Delaney Leadership Consulting division (the “Business”) on April 14, 2003 effective as of March 31, 2003. The unaudited pro forma condensed balance sheet at December 31, 2002 gives effect to the sale of the Business as if it had occurred on December 31, 2002. The unaudited pro forma condensed statements of operations for the six months ended December 31, 2003 and the year ended June 30, 2002 give effect to the sale of the Business as if it had occurred on July 1, 2001. The pro forma condensed statement of operations for the six months ended December 31, 2002 is based on Provant’s historical results of operations for the six months ended December 31, 2002 (which include the results of operations for the Business for the six months ended December 31, 2002). The pro forma condensed statement of operations for the twelve months ended June 30, 2002 is based on Provant’s historical resu
Provant Inc – ASSET PURCHASE AGREEMENT (April 29th, 2003)This Asset Purchase Agreement (the “Agreement”) is dated as of April 14, 2003 is by and among Provant, Inc., a Delaware corporation (“Provant”), and Senn-Delaney Leadership Consulting Group, LLC, a California limited liability company (the “Purchaser”).
Provant Inc – SEVENTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (March 14th, 2003)Exhibit 10.8 -------------------------------------------------------------------------------- Certain confidential terms have been omitted from this exhibit pursuant to a request for confidential treatment of those portions filed with the Securities and Exchange Commission. Such confidential portions have been filed with the Securities and Exchange Commission and are denoted in this exhibit by an asterisk (*). -------------------------------------------------------------------------------- SEVENTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT --------------------------------------------------- This Seventeenth Amendment to Revolving Credit Agreement (this "Amendment") is made as of November 21, 2002 by and among Provant, Inc. (the "Borrower"), a Delaware business corporation having its principal place of business at 67 Batterymarch Street, Suite 500, Boston, MA 02110, Fleet
Provant Inc – WARRANT TO PURCHASE (March 14th, 2003)Exhibit 10.9 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT AND LAWS. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PROVANT, INC. Expires November 21, 2012 No. W-_ (Tranche 1) November 21, 2002 FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, PROVANT, INC., a Delaware corporation (together with its successors and assigns, the "Issuer"), hereby certifies that ________ or its registered assigns is
Provant Inc – SIXTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (March 14th, 2003)Exhibit 10.7 Certain confidential terms have been omitted from this exhibit pursuant to a request for confidential treatment of these portions filed with the Securities and Exchange Commission. Such confidential portions have been filed with the Securities and Exchange Commission and are denoted in this exhibit by an asterisk (*). SIXTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT ------------------------------------------------- This Sixteenth Amendment to Revolving Credit Agreement (this "Amendment") is made as of September 30, 2002 by and among Provant, Inc. (the "Borrower"), a Delaware business corporation having its principal place of business at 67 Batterymarch Street, Suite 500, Boston, MA 02110, Fleet National Bank, a national banking association ("Fleet"), Wells Fargo Bank Iowa, N.A., a national banking association ("Wells Fargo"), Citizens Bank of Massachusetts, a
Provant Inc – FOURTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (March 14th, 2003)Exhibit 10.5 -------------------------------------------------------------------------------- Certain confidential terms have been omitted from this exhibit pursuant to a request for confidential treatment of those portions filed with the Securities and Exchange Commission. Such confidential portions have been filed with the Securities and Exchange Commission and are denoted in this exhibit by an asterisk (*). -------------------------------------------------------------------------------- FOURTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT This Fourteenth Amendment to Revolving Credit Agreement (this "Amendment") is made as of July 31, 2002 by and among Provant, Inc. (the "Borrower"), a Delaware business corporation having its principal place of business at 67 Batterymarch Street, Suite 500, Boston, MA 02110, Fleet National Bank, a national banking association ("Fleet"), Wells Fargo Bank
Provant Inc – THIRTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (March 14th, 2003)Exhibit 10.4 -------------------------------------------------------------------------------- Certain confidential terms have been omitted from this exhibit pursuant to a request for confidential treatment of those portions filed with the Securities and Exchange Commission. Such confidential portions have been filed with the Securities and Exchange Commission and are denoted in this exhibit by an asterisk (*). -------------------------------------------------------------------------------- THIRTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT -------------------------------------------------- This Thirteenth Amendment to Revolving Credit Agreement (this "Amendment") is made as of May 15, 2002 by and among PROVANT, Inc. (the "Borrower"), a Delaware business corporation having its principal place of business at 67 Batterymarch Street, Suite 500, Boston, MA 02110, Fleet National
Provant Inc – TWELFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (March 14th, 2003)Exhibit 10.3 TWELFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT ----------------------------------------------- This Twelfth Amendment to Revolving Credit Agreement (this "Amendment") is made as of March 13, 2002 by and among PROVANT, Inc. (the "Borrower"), a Delaware business corporation having its principal place of business at 67 Batterymarch Street, Suite 500, Boston, MA 02110, Fleet National Bank, a national banking association ("Fleet"), Wells Fargo Bank Iowa, N.A., a national banking association ("Wells Fargo"), Citizens Bank of Massachusetts, a Massachusetts banking corporation ("Citizens"), and KeyBank National Association, a national banking association ("KeyBank", together with Fleet, Wells Fargo and Citizens, the "Banks"), and Fleet National Bank, as agent for itself and the other Banks (the "Agent") RECITAL
Provant Inc – WARRANT TO PURCHASE (March 14th, 2003)Exhibit 10.11 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT AND LAWS. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PROVANT, INC. Expires November 21, 2012 No. W-_ (Tranche 3) November 21, 2002 FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, PROVANT, INC., a Delaware corporation (together with its successors and assigns, the "Issuer"), hereby certifies that
Provant Inc – TENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (March 14th, 2003)Exhibit 10.1 TENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT This Tenth Amendment to Revolving Credit Agreement ("Tenth Amendment") is made as of November 13, 2001 by and among PROVANT, Inc. (the "Borrower"), a Delaware business corporation having its principal place of business at 67 Batterymarch Street, Suite 500, Boston, MA 02110, Fleet National Bank, a national banking association ("Fleet"), Wells Fargo Bank Iowa, N.A., a national banking association ("Wells Fargo"), Citizens Bank of Massachusetts, a Massachusetts banking corporation ("Citizens"), and KeyBank National Association, a national banking association ("KeyBank", together with Fleet, Wells Fargo and Citizens, the "Banks"), and Fleet National Bank, as agent for itself and the other Banks (the "Agent") RECITAL WHEREAS, the Borrower, the Banks and the Agent previously entered into t
Provant Inc – ELEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (March 14th, 2003)Exhibit 10.2 ELEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT ------------------------------------------------ This Eleventh Amendment to Revolving Credit Agreement ("Eleventh Amendment") is made as of November 30, 2001 by and among PROVANT, Inc. (the "Borrower"), a Delaware business corporation having its principal place of business at 67 Batterymarch Street, Suite 500, Boston, MA 02110, Fleet National Bank, a national banking association ("Fleet"), Wells Fargo Bank Iowa, N.A., a national banking association ("Wells Fargo"), Citizens Bank of Massachusetts, a Massachusetts banking corporation ("Citizens"), and KeyBank National Association, a national banking association ("KeyBank", together with Fleet, Wells Fargo and Citizens, the "Banks"), and Fleet National Bank, as agent for itself and the other Banks (the "Agent") RECITAL
Provant Inc – WARRANT TO PURCHASE (March 14th, 2003)Exhibit 10.10 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT AND LAWS. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PROVANT, INC. Expires November 21, 2012 No. W-_ (Tranche 2) November 21, 2002 FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, PROVANT, INC., a Delaware corporation (together with its successors and assigns, the "Issuer"), hereby certifies that
Provant Inc – WARRANT TO PURCHASE (March 14th, 2003)Exhibit 10.12 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID ACT AND LAWS. WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PROVANT, INC. Expires November 21, 2012 No. W-_ (Tranche 4) November 21, 2002 FOR VALUE RECEIVED, subject to the provisions hereinafter set forth, the undersigned, PROVANT, INC., a Delaware corporation (together with its successors and assigns, the "Issuer"), hereby certifies that
Provant Inc – FIFTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (March 14th, 2003)Exhibit 10.6 FIFTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT This Fifteenth Amendment to Revolving Credit Agreement (this "Amendment") is made as of August 30, 2002 by and among Provant, Inc. (the "Borrower"), a Delaware business corporation having its principal place of business at 67 Batterymarch Street, Suite 500, Boston, MA 02110, Fleet National Bank, a national banking association ("Fleet"), Wells Fargo Bank Iowa, N.A., a national banking association ("Wells Fargo"), Citizens Bank of Massachusetts, a Massachusetts banking corporation ("Citizens"), and KeyBank National Association, a national banking association ("KeyBank", together with Fleet, Wells Fargo and Citizens, the "Banks"), and Fleet National Bank, as agent for itself and the other Banks (the "Agent"). RECITAL WHEREAS, the Borrower, the Banks and the Agent previously entered in
Provant Inc – STOCK AND ASSET PURCHASE AGREEMENT (January 15th, 2003)EXHIBIT 2.1 ================================================================================ STOCK AND ASSET PURCHASE AGREEMENT among PROVANT, INC., STAR MOUNTAIN, INC. and DRAKE BEAM MORIN-JAPAN, INC. Dated as of December 15, 2002 ================================================================================ TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE................................................. 2 1.1. Purchase and Sale of Shares...................................... 2
Provant Inc – EMPLOYEE AGREEMENT (October 15th, 2002)Exhibit 10.36 EMPLOYEE AGREEMENT NAME OF EMPLOYEE: Jim Hart DATE OF EMPLOYMENT: June 12, 1995 In consideration for my employment with Senn-Delaney Leadership Consulting Group (the "Company") and the compensation and other benefits I am to be paid, I hereby agree as follows: Confidential and Proprietary Information I recognize that as the result of my employment with the Company, I will have access to trade secret, confidential and proprietary information and materials including, but not limited to, corporate planning, production, distribution or marketing processes; manufacturing techniques; customer lists or customer leads; marketing information or procedures; development work; work in process; financial statements or notes, schedules or supporting financial data; and all other information and materials relating to the Company's products and services as well as such materials an
Provant Inc – STOCK OPTION AGREEMENT (February 19th, 2002)EXHIBIT 4.1 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT between Provant, Inc., a Delaware corporation (the "Company"), and Norman G. Fornella (the "Grantee") dated effective as of May 2, 2001 (the "Date of Grant"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto act and agree as follows: Section 1. Not Granted Under a Plan The option granted pursuant to this Agreement is not granted pursuant to either of the Company's 1998 Non-Qualified Stock Option Plan or the 1998 Equity Incentive Plan. This Agreement shall nevertheless be subject to the terms of the 1998 Equity Incentive Plan (the "Plan"). For this purpose, the option granted hereunder shall be deemed to be an Option or Award, as the context requires, under the Plan. A copy of the Plan is attached hereto as Exhibit A and
Provant Inc – 1998 NON-QUALIFIED STOCK OPTION PLAN (February 19th, 2002)EXHIBIT 4.1 PROVANT, INC. 1998 NON-QUALIFIED STOCK OPTION PLAN As amended through January 18, 2002 1. PURPOSE The purpose of this 1998 Non-Qualified Stock Option Plan (the "Plan") is to advance the interests of PROVANT, Inc. (the "Company") by enhancing the ability of the Company and its subsidiaries to attract and retain employees, consultants or advisers who are in a position to make significant contributions to the success of the Company, to reward them for their contributions and to encourage them to take into account the long-term interests of the Company. The Plan provides for the award of options to purchase shares of the Company's common stock ("Stock"). Options granted pursuant to the Plan shall be non-qualified options and not incentive stock options as defined in Section 422 of the Internal Revenue Code
Provant Inc – AGREEMENT (November 14th, 2001)Exhibit 10.1 EXECUTION COPY AGREEMENT This AGREEMENT ("Agreement"), dated effective as of September 6, 2001, by and among Provant, Inc., a corporation organized and existing under the laws of Delaware (the "Company"), and those persons whose names appear at the end of this Agreement (the "Stockholders"). WHEREAS, the Stockholders are presently the beneficial owners of shares of Common Stock of the Company ("Common Stock"); WHEREAS, the Stockholders have expressed their desire to cause the election to the Company's Board of Directors (the "Board") of persons who are not presently officers or directors of the Company; WHEREAS, the Company and the Stockholders entered into an agreement effective August 31, 2001 among the Company and the Provant Committee to Restore Shareholder Va
Provant Inc – NINTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (September 14th, 2001)1 Exhibit 10.30 NINTH AMENDMENT TO REVOLVING CREDIT AGREEMENT This Ninth Amendment to Revolving Credit Agreement ("Ninth Amendment") is made as of June 29, 2001 by and among PROVANT, Inc. (the "Borrower"), a Delaware business corporation having its principal place of business at 67 Batterymarch Street, Suite 500, Boston, Massachusetts 02110, Fleet National Bank, a national banking association ("Fleet"), Wells Fargo Bank Iowa, N.A., a national banking association ("Wells Fargo"), Citizens Bank of Massachusetts, a Massachusetts banking corporation ("Citizens"), and KeyBank National Association, a national banking association ("KeyBank" and, together with Fleet, Wells Fargo and Citizens, the "Banks"), and Fleet National Bank, as agent for itself and the other Banks (the "Agent"). RECITALS WHEREAS, the Borrower, the Banks and the Agent previously en
Provant Inc – EMPLOYMENT AGREEMENT (September 14th, 2001)1 EXHIBIT 10.17 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into effective as of May 1, 2001 by and among PROVANT, Inc., a Delaware corporation (including, for purposes of Sections 5(c) and (d), 7, 8, 9 and 12(a), its direct and indirect subsidiaries, the "Company"), and Norman Fornella of Upper Saddle River, New Jersey (the "Executive"). In consideration of the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree as follows: 1. EMPLOYMENT. Subject to the terms and conditions set forth in this Agreement, the Company hereby offers and the Executive hereby accepts employment. 2. TERM. Subject to earlier termination as hereafter provided, the Executive's employment hereunder shall be for a term of three (3) years, commencing on May 15,2001 or on such earlier date as shall be mutually agre
Provant Inc – AGREEMENT EFFECTIVE AUGUST 31, 2001 AMONG PROVANT, INC. (September 14th, 2001)1 Exhibit 10.31 AGREEMENT EFFECTIVE AUGUST 31, 2001 AMONG PROVANT, INC. ("PROVANT") AND THE PROVANT COMMITTEE TO RESTORE SHAREHOLDER VALUE 1. With respect to the 2001 annual meeting of stockholders, Provant agrees to fix, and represents that it has fixed, the number of Directors at eight and shall nominate and use all reasonable efforts to cause the election of the Company's current Board (five in number) and the three nominees of The Provant Committee to Restore Shareholder Value (the "Committee"), Joseph F. Alibrandi, James A. Perkins and Robert T. Puopolo (collectively, the "Nominees"), subject to their approval by Provant's Nominating Committee. The date of the 2001 annual meeting of stockholders will be October 15, 2001. Assuming the above-mentioned approval by the Nominating Committee, by September 7, 2001, the Board will add the above-named Nominees to the Board and the Board shal
Provant Inc – STOCK OPTION AGREEMENT (September 14th, 2001)1 Exhibit 10.12 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT between Provant, Inc., a Delaware corporation (the "Company"), and Norman G. Fornella (the "Grantee") dated effective as of May 2, 2001 (the "Date of Grant"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto act and agree as follows: Section 1. Not Granted Under a Plan The option granted pursuant to this Agreement is not granted pursuant to either of the Company's 1998 Non-Qualified Stock Option Plan or the 1998 Equity Incentive Plan. This Agreement shall nevertheless be subject to the terms of the 1998 Equity Incentive Plan (the "Plan"). For this purpose, the option granted hereunder shall be deemed to be an Option or Award, as the context requires, under the Plan. A copy of the Plan is attached hereto as Exhibit A an
Provant Inc – 1998 EMPLOYEE STOCK PURCHASE PLAN (April 13th, 2001)1 EXHIBIT 4.1 PROVANT, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN as amended on November 15, 2000 1. PURPOSE The Provant, Inc. Employee Stock Purchase Plan (the "Plan") is intended to provide employees of Provant, Inc. (the "Company") an opportunity to acquire a proprietary interest in the Company through the purchase of shares of the common stock of the Company ("Common Stock" or "Stock"). It is the intention of the Company to have the Plan qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of such section of the Code. 2. ELIGIBILITY Any employee of the Company is eligible to participate in the Plan prov
Provant Inc – STOCK OPTION AGREEMENT (April 13th, 2001)1 EXHIBIT 4.1 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT between PROVANT, Inc., a Delaware corporation (the "Company"), and Adam Senter (the "Grantee") dated effective as of April 14, 2000 (the "Date of Grant"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto act and agree as follows: Section 1. Not Granted Under a Plan The option granted pursuant to this Agreement is not granted pursuant to either of the Company's 1998 Non-Qualified Stock Option Plan or the 1998 Equity Incentive Plan. This Agreement shall nevertheless be subject to the terms of the 1998 Equity Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit A and is incorporated herein in its entirety, except to the extent this Agreement and the Plan are in conflict, in which case this Agreement shall cont
Provant Inc – EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (September 27th, 2000)1 Exhibit 10.41 EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT This Eighth Amendment to Revolving Credit Agreement ("Eighth Amendment") is made as of June 30, 2000 by and among PROVANT, Inc. (the "Borrower"), a Delaware business corporation having its principal place of business at 67 Batterymarch Street, Suite 500, Boston, Massachusetts 02110, Fleet National Bank, a national banking association ("Fleet"), Wells Fargo Bank Iowa, N.A., a national banking association ("Wells Fargo"), Citizens Bank of Massachusetts, a Massachusetts banking corporation ("Citizens"), and KeyBank National Association, a national banking association ("KeyBank" and, together with Fleet, Wells Fargo and Citizens, the "Banks"), and Fleet National Bank, as agent for itself and the other Banks (the "Agent"). RECITALS WHEREAS, the Borrower, the Banks and the Agent previo
Provant Inc – PROVANT, INC. ADOPTS PREFERRED STOCK PURCHASE RIGHTS PLAN (July 21st, 2000)1 EXHIBIT 99 [PROVANT LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE For additional information contact: Ariel Ruhlman 617-772-7412 PROVANT, INC. ADOPTS PREFERRED STOCK PURCHASE RIGHTS PLAN Boston, MA. - July 18, 2000 - Provant, Inc. (NASDAQ:POVT), the world's largest performance improvement training and development company, announced today that its Board of Directors has adopted a Preferred Stock Purchase Rights Plan pursuant to which one share purchase right will be distributed for each share of Provant common stock held as of the close of business on July 28, 2000. The Rights Plan is designed to ensure that all Provant stockholders receive fair and equal treatment in the event of a proposed
Provant Inc – 1998 EQUITY INCENTIVE PLAN (May 19th, 2000)1 EXHIBIT 4.1 PROVANT, INC. 1998 EQUITY INCENTIVE PLAN as amended and restated on November 3, 1999 SECTION 1 PURPOSE AND DURATION 1.1 Purposes. The purposes of the Plan are to attract, retain and motivate employees and consultants of the Company, its Parent (if any), and any present or future Subsidiaries and to enable them to participate in the growth of the Company by providing for or increasing the proprietary interests of such persons in the Company. 1.2 Effective Date. The Plan is effective as of the date of its adoption by the Board. 1.3 Expiration Date. The Plan shall expire one day less than ten years from the date of the adoption of the Plan by the Board. In no event shall any Awards be made under the Plan after such expiration date, but Awards previously granted may extend beyond s
Provant Inc – 1998 NON-QUALIFIED STOCK OPTION PLAN (May 19th, 2000)1 EXHIBIT 4.2 As amended through February 18, 2000 PROVANT, INC. 1998 NON-QUALIFIED STOCK OPTION PLAN 1. PURPOSE The purpose of this 1998 Non-Qualified Stock Option Plan (the "Plan") is to advance the interests of PROVANT, Inc. (the "Company") by enhancing the ability of the Company and its subsidiaries to attract and retain employees, consultants or advisers who are in a position to make significant contributions to the success of the Company, to reward them for their contributions and to encourage them to take into account the long-term interests of the Company. The Plan provides for the award of options to purchase shares of the Company's common stock ("Stock"). Options granted pursuant to the Plan shall be non-qualified options and not incentive stock options as defined in
Provant Inc – NON-QUALIFIED STOCK OPTION AGREEMENT (May 16th, 2000)1 EXHIBIT 4.3 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "AGREEMENT"), dated ____________________, is made by and between SENN-DELANEY LEADERSHIP CONSULTING U.K., LTD., a California corporation (the "COMPANY"), and ------- _________________, an Employee (as defined herein) of Company (the "OPTIONEE") WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its common stock, par value $1.00 per share (the "COMMON STOCK"); and WHEREAS, the Board (as defined herein), has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the non-qualified option provided for herein to the Optionee as an inducement to enter into, or remain in, the service of the Company or a Subsidiary of the Company and as an incentive for increased efforts during such service,
Provant Inc – STOCK OPTION AGREEMENT (May 16th, 2000)1 Exhibit 4.1 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT between PROVANT, Inc., a Delaware corporation (the "Company"), and Curtis M. Uehlein (the "Grantee") dated effective as of October 8, 1999 (the "Date of Grant"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto act and agree as follows: Section 1. The Plan The option granted pursuant to this Agreement is not granted pursuant to the Company's 1998 Equity Incentive Plan (the "Plan"). This Agreement shall nevertheless be subject to the terms of the Plan, a copy of which is attached hereto as Exhibit A and is incorporated herein in its entirety, except to the extent this Agreement and the Plan or any agreement between the Company and the Grantee are in conflict, in which case this Agreement or such other agreement shall control. Capit
Provant Inc – ROLL-OVER STOCK OPTION ASSUMPTION AGREEMENT (May 16th, 2000)1 EXHIBIT 4.4 ROLL-OVER STOCK OPTION ASSUMPTION AGREEMENT This Assumption Agreement is executed as of the 14th day of December 1999 by PROVANT, Inc. (the "PROVANT"). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in that certain Agreement and Plan of Merger dated as of December 14, 1999, by and among PROVANT, a Delaware corporation, SDL Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of PROVANT ("Acquisition"), Senn-Delaney Leadership Consulting Group, Inc., a California corporation ("Senn-Delaney"), Senn-Delaney Leadership Consulting U.K., Ltd., a California corporation ("Senn-Delaney UK"), the shareholders of Senn-Delaney and Senn-Delaney UK, Larry E. Senn, John Childress and Paul Nakai (the "Merger Agreement"). In the event of any conflict between any term or condition of this Assumpt
Provant Inc – NON-QUALIFIED STOCK OPTION AGREEMENT (May 16th, 2000)1 EXHIBIT 4.2 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT(this "AGREEMENT"), dated _________________, is made by and between SENN-DELANEY LEADERSHIP CONSULTING GROUP, INC., a California corporation (the "COMPANY"), and _______________, an Employee (as defined herein) of Company (the "OPTIONEE") WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its common stock, par value $1.00 per share (the "COMMON STOCK"); and WHEREAS, the Board (as defined herein), has determined that it would be to the advantage and best interest of the Company and its shareholders to grant the non-qualified option provided for herein to the Optionee as an inducement to enter into, or remain in, the service of the Company or a Subsidiary of the Company and as an incentive for increased efforts during such service, and has advise
Provant Inc – STOCK OPTION AGREEMENT (February 14th, 2000)1 Exhibit 10.4 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT between PROVANT, Inc., a Delaware corporation (the "Company"), and Curtis M. Uehlein (the "Grantee") dated effective as of October 8, 1999 (the "Date of Grant"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto act and agree as follows: Section 1. The Plan The option granted pursuant to this Agreement is not granted pursuant to the Company's 1998 Equity Incentive Plan (the "Plan"). This Agreement shall nevertheless be subject to the terms of the Plan, a copy of which is attached hereto as Exhibit A and is incorporated herein in its entirety, except to the extent this Agreement and the Plan or any agreement between the Company and the Grantee are in conflict, in which case this Agreement or such other agreement shal
Provant Inc – EMPLOYMENT AGREEMENT (February 14th, 2000)1 Exhibit 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into effective as of October 8, 1999 by and between PROVANT, Inc., a Delaware corporation (including, for purposes of Sections 5(c) and (d), 8, 9, 10 and 13(a), its direct and indirect subsidiaries, the "Company"), and Curtis M. Uehlein, of Marietta, Georgia (the "Executive"). In consideration of the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties hereby agree as follows: 1. EMPLOYMENT. Subject to the terms and conditions set forth in this Agreement, the Company hereby offers and the Executive hereby accepts employment. 2. TERM. Subject to earlier termination as hereafter provided, the Executive's employment hereunder shall be for a term of three (3) years, commencing as of the date hereof (the "Effective Date"). The te
