EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT dated as of July 1, 2000, by and between TOTAL RESEARCH CORPORATION, a Delaware corporation (the "Company"), and HOWARD SHECTER (the "Employee"). BACKGROUND ---------- WHEREAS, the Company...Employment Agreement • August 30th, 2001 • Total Research Corp • Services-engineering, accounting, research, management • New Jersey
RECITALSVoting Agreement • August 14th, 2001 • Total Research Corp • Services-engineering, accounting, research, management • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 15th, 2000 • Total Research Corp • Services-engineering, accounting, research, management • New Jersey
TOTAL RESEARCH CORPORATIONStock Option Agreement • July 10th, 1998 • Total Research Corp • Services-engineering, accounting, research, management • Delaware
BACKGROUND ----------Employment Agreement • July 10th, 1998 • Total Research Corp • Services-engineering, accounting, research, management • New Jersey
TERMS -----Employment Agreement • August 30th, 2001 • Total Research Corp • Services-engineering, accounting, research, management • New Jersey
ANDAgreement and Plan of Merger • August 14th, 2001 • Total Research Corp • Services-engineering, accounting, research, management • New York
SIXTH AMENDMENT TO CREDIT AGREEMENT ----------------------------------- THIS SIXTH AMENDMENT, dated this day of January, 1999, is between TOTAL RESEARCH CORPORATION, a Delaware corporation (the "Borrower"); and SUMMIT BANK, a New Jersey bank formerly...Credit Agreement • September 28th, 1999 • Total Research Corp • Services-engineering, accounting, research, management
10,000,000 March 21, 2000 TOTAL RESEARCH CORPORATION, a Delaware corporation (hereinafter called the "Borrower"), for value received, hereby promises to pay to the order of SUMMIT BANK, a New Jersey bank (which, together with its successors and...Total Research Corp • May 15th, 2000 • Services-engineering, accounting, research, management
SUBLEASESublease • September 28th, 1998 • Total Research Corp • Services-engineering, accounting, research, management
2 3 (a) Subsection 2.02(C) of the Credit Agreement, and the Facility A Note, are hereby amended to provide for the rate of interest on the Facility A Loan to be increased to the rate of nine and one-half (9 1/2%) percent per annum and, from and after...Credit Agreement • October 15th, 1996 • Total Research Corp • Services-engineering, accounting, research, management • New Jersey
CONTENTSTotal Research Corp • May 30th, 2000 • Services-engineering, accounting, research, management
SECTION 1.1. Sale and Purchase. Subject to all of the terms and ----------- ----------------- conditions hereof and in reliance on the representations and warranties set forth or referred to herein, at the Closing the Company agrees to issue and sell...Stock Purchase Agreement • July 10th, 1998 • Total Research Corp • Services-engineering, accounting, research, management
RESOLUTION BE IT RESOLVED, that TOTAL RESEARCH CORPORATION (the "Company") be, and it hereby is, authorized and directed to enter into a Second Amended and Restated Credit Agreement (the "Agreement") with SUMMIT BANK, formerly known as United Jersey...Total Research Corp • May 15th, 2000 • Services-engineering, accounting, research, management
BE IT RESOLVED, that TOTAL RESEARCH CORPORATION (the "Company") be, and it hereby is, authorized and directed to enter into a Second Amended and Restated Credit Agreement (the "Agreement") with SUMMIT BANK, formerly known as United Jersey Bank and the successor by merger to UNITED JERSEY BANK/CENTRAL, N.A. (the "Lender"), pursuant to such Agreement borrowing: (i) a series of term loans having an aggregate principal amount not exceeding $6,500,000 (the "Acquisition Term Loans") in order to finance the acquisition by the Company (or one of the Company's subsidiaries) of at least 90% of the shares of Romtec, plc; (ii) an additional sum on a revolving basis until June 30, 2002, in an amount which is the difference obtained by subtracting the outstanding aggregate principal amount of the Acquisition Term Loans and all letters of credit outstanding from time to time from $10,000,000 (the "Revolving Loan" and together with the Acquisition Term Loans, the "Loans"); and be it further
1 [PRINCETON MANAGEMENT LETTERHEAD] August 16, 1996 Mr. Lorin Zissman Chairman & CEO Total Research Corporation 5 Independence Way Princeton, NJ 08543 Dear Lorin: This letter is an amendment to our Agreement of April 15, 1996 to provide for the...Total Research Corp • October 15th, 1996 • Services-engineering, accounting, research, management
1 EXHIBIT 1 [TOTAL RESEARCH CORPORATION letterhead] TOTAL RESEARCH CORPORATION EMPLOYMENT AGREEMENT 1. INTRODUCTION This document represents an employment agreement between Total Research Corporation, hereafter referred to as "the Company" and Roger...Total Research Corp • September 29th, 1997 • Services-engineering, accounting, research, management
