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 Xxxxx Xxxxxx hereafter
referred to as "the Employee". This agreement will serve as the guide and the
financial arrangement for the Company and the Employee working in partnership in
meeting all of the business and profitability goals of the Company from January
2, 1997 through June 30, 1999. This agreement represents the entire agreement
between the parties with respect to the subjects hereof, and supersedes all
prior agreements and understandings.
This Employment Agreement will automatically renew for two (2) additional one
(1) year periods at the end of the contract period referenced above. Such
continuation of employment will be based on the same financial terms and
conditions covered under this agreement except for those that may be negotiated
by either party within ninety (90) days prior to the end of this employment
agreement.
2. DUTIES AND RESPONSIBILITIES
The employee will serve as President Strategic Marketing Services Division. In
this capacity the employee will be responsible for the overall management and
operation of the Company's strategic marketing market research practice as well
as the London operations and all international strategic alliances. The Employee
shall also perform further duties as are incidental or implied, consistent with
the background, training and qualifications of the Employee or may be reasonably
delegated by the Board of Directors. The Employee shall devote full time to
his/her employment and expend best efforts on behalf of the Company. The
Employee agrees to be an active member of the Management Council.
The Employee will report directly to the Vice Chairman and/or the Board of
Directors as the case may be.
Employee Initials RT Date 20/6 Company Initials LZ Date: 4/22/97
2
XXXXX XXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 2
The Employee is bound to all of the policies and procedures established by the
Company.
3. FINANCIAL
Base Salary:
In consideration to the Employee for services rendered under this Agreement, and
in exchange for full compliance with this Agreement, the Company agrees to
commit to and pay the employee $60,0000 for the period January 2, 1997 through
June 30,1997, $120,000 for the period July 1, 1997 through June 30, 1998 and
$130,000 for the period July 1, 1998 through June 30, 1999. The employee will be
paid in United Kingdom currency equivalent to the dollar amounts indicated in
this agreement. The increase in compensation from one period to another is
contingent on satisfactory performance in the prior period.
Satisfactory performance is both financial and non-financial as reflected in the
goal addendum attached to this agreement and will be evaluated by the Vice
Chairman with ratification by the Board of Directors.
Payment of base salary will be on normally scheduled Company paydays.
Bonus:
The Employee will be entitled to a bonus based on a two pronged system; (1). Is
based on the Employee's division's performance and (2). is based on the
Company's corporate performance. A separate addendum to this employment
agreement will establish the goals for fiscal years 1998 and 1999 which reflects
this two pronged goal plan. Unless otherwise approved by the Board of Directors,
this will be the only bonus plan in which the Employee is entitled to
participate.
Under this bonus arrangement the Employee will receive twenty (20) percent of
their base salary for meeting the established fiscal year corporate and
divisional goal. For every $20,000 that the divisional goal exceeds plan, the
Employee will receive an additional four (4) percent of the $20,000 excess.
Should the plan fall slightly below goal i.e., ninety-five (95) percent of goal,
the Employee will be entitled to a reduced bonus. The reduced bonus will pay the
Employee ten (10) percent of salary if ninety-five (95) to ninety-nine and nine-
tenths (99.9) percent of the goal is achieved.
Employee Initials: RT Date 20/6 Company Initials LZ Date 4/22/97
3
XXXXX XXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 3
The bonus entitlement for fiscal year 1997 is covered in a separate document
which is attached to this agreement.
All bonuses will be paid within one hundred and five (105) days after the end of
the fiscal year.
The Employee must be employed through the end of any fiscal year in order to be
entitled to receipt of any eligible bonus for that fiscal year.
Stock Options:
The Employee will be issued 250,000 stock options effective January 2, 1997.
These options are for services to be performed until June 30, 1999 and vest on
that date. Vesting is contingent on the employee remaining employed through the
vesting date. If the Employee's performance is terminated for any reason other
than for performance and/or cause all of the entitled options will immediately
vest on the date of termination.
4. OTHER EMPLOYMENT ISSUES
By signing and agreeing to this employment agreement, the Employee is committing
to two and one-half (2.5) years of employment with the Company. The two and one
half (2.5) years begin on January 2, 1997 and conclude on June 30, 1999.
The unsuccessful achievement of established goals, in keeping with Company
policy, could result in the involuntary termination of employment for
non-performance.
5. CODE OF ETHICS AND NON COMPETE
As an officer of the Company, the Employee must abide by the Company's Code of
Ethics. The entire Company's Code of Ethics is attached to this document.
Employee Initials RT Date 20/6 Company Initials LZ Date: 4/22/97
4
XXXXX XXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 4
The Employee's signature on this document will acknowledge that they have read,
understand and agree to adhere to all of the contents of the ethics policies.
As an officer of the Company, the Employee agrees that they will not on their
own account or jointly with or as a manager, agent, officer, employee,
consultant or otherwise on behalf of any other person, firm or corporation
directly or indirectly for a period of two (2) years after the termination of
this employment agreement:
- Solicit business from any person, firm or company who is a client of or
in the habit of dealing with the Company.
- Solicit or entice away or endeavor to solicit or entice away any
employee of the Company.
- Use or procure to use with any business of any corporate or business
name that is identical to or likely to be confused with the name of the
Company, Total Research Corporation.
- Do or say anything that is harmful to the reputation of the Company or
which may lead any person or persons to cease to do business with the
Company.
Additionally, as an officer of the Company, the Employee further acknowledge
that they will be exposed to and or come in contact with various proprietary
information belonging to the Company and/or methodologies devised by employees
of the Company for the purpose of effectuating the Company's products to
clients. The Employee agrees that they will not employ such proprietary
information and/or methodologies for use with another employer or customer or
anyone else upon termination of your employment relationship with the Company.
Employee Initials RT Date 20/6 Company Initials LZ Date: 4/22/97
5
XXXXX XXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 5
Please acknowledge your understanding and compliance with the terms of this
Employment Agreement by signing on the line provided below. A second copy is
provided for your personal records.
N WITNESS WHEREOF, the parties hereto have executed the Agreement.
ACKNOWLEDGED, AGREED AND CONSENTED:
By: /s/ XXXXX XXXXXX Date: 20/6
------------------------------ ------------------------------
Signature
For Total Research Corporation:
By: /s/ XXXXX XXXXXXX Date: 4/22/97
------------------------------ ------------------------------
Signature
XXXXX XXXXXXX CHAIRMAN/CEO
----------------------------------
Name and Title
6
[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 Xxxx Xxxxxxxxxx
hereafter referred to as "the Employee". This agreement will serve as the guide
and the financial arrangement for the Company and the Employee working in
partnership in meeting all of the business and profitability goals of the
Company from January 2, 1997 through June 30, 1999. This agreement represents
the entire agreement between the parties with respect to the subjects hereof,
and supersedes all prior agreements and understandings.
This Employment Agreement will automatically renew for two (2) additional one
(1) year periods at the end of the contract period referenced above. Such
continuation of employment will be based on the same financial terms and
conditions covered under this agreement except for those that may be negotiated
by either party within ninety (90) days prior to the end of this employment
agreement.
2. DUTIES AND RESPONSIBILITIES
The employee will serve as President Global Health Care. In this capacity the
employee will be responsible for the overall management and operation of the
Company's world wide health care market research practice. The Employee shall
also perform further duties as are incidental or implied, consistent with the
background, training and qualifications of the Employee or may be reasonably
delegated by the Board of Directors. The Employee shall devote full time to
his/her employment and expend best efforts on behalf of the Company. The
Employee agrees to be an active member of the Management Council.
The Employee will report directly to the Vice Chairman and/or the Board of
Directors as the case may be.
Employee Initials MN Date 5/10/97 Company Initials LZ Date: 4/22/97
7
XXXX XXXXXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 2
The Employee is bound to all of the policies and procedures established by the
Company.
3. FINANCIAL
Base Salary:
In consideration to the Employee for services rendered under this Agreement, and
in exchange for full compliance with this Agreement, the Company agrees to
commit to and pay the employee $55,0000 for the period January 2, 1997 through
June 30,1997, $120,000 for the period July 1, 1997 through June 30, 1998 and
$130,000 for the period July 1, 1998 through June 30, 1999. The increase in
compensation from one period to another is contingent on satisfactory
performance in the prior period.
Satisfactory performance is both financial and non-financial as reflected in the
goal addendum attached to this agreement and will be evaluated by the Vice
Chairman with ratification by the Board of Directors.
Payment of base salary will be on normally scheduled Company paydays.
Bonus:
The Employee will be entitled to a bonus based on a two pronged systems; (1). is
based on the Employee's division's performance and (2). is based on the
Company's corporate performance. A separate addendum to this employment
agreement will establish the goals for fiscal years 1998 and 1999 which reflects
this two pronged goal plan. Unless otherwise approved by the Board of Directors,
this will be the only bonus plan in which the Employee is entitled to
participate.
Under this bonus arrangement the Employee will receive twenty (20) percent of
their base salary for meeting the established fiscal year corporate and
divisional goal. For every $20,000 that the divisional goal exceeds plan, the
Employee will receive an additional four (4) percent of the $20,000 excess.
Should the plan fall slightly below goal i.e., ninety-five (95) percent of goal,
the Employee will be entitled to a reduced bonus. The reduced bonus will pay the
Employee ten (10) percent of salary if ninety-five (95) to ninety-nine and nine-
tenths (99.9) percent of the goal is achieved.
Employee Initials MN Date 5/10/97 Company Initials LZ Date: 4/22/97
8
XXXX XXXXXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 3
The bonus entitlement for fiscal year 1997 is covered in a separate document
which is attached to this agreement.
All bonuses will be paid within one hundred and five (105) days after the end of
the fiscal year.
The Employee must be employed through the end of any fiscal year in order to be
entitled to receipt of any eligible bonus for that fiscal year.
Stock Options:
The Employee will be issued 250,000 stock options effective January 2, 1997.
These options are for services to be performed until June 30, 1999 and vest on
that date. Vesting is contingent on the employee remaining employed through the
vesting date. If the Employee's performance is terminated for any reason other
than for performance and/or cause all of the entitled options will immediately
vest on the date of termination.
4. OTHER EMPLOYMENT ISSUES
By signing and agreeing to this employment agreement, the Employee is committing
to two and one-half (2.5) years of employment with the Company. The two and one
half (2.5) years begin on January 2, 1997 and conclude on June 30, 1999.
The unsuccessful achievement of established goals, in keeping with Company
policy, could result in the Employee's employment being involuntary terminated
for non-performance.
Additionally, the Employee is entitled to all benefits offered by the Company in
accordance with Company policy.
5. CODE OF ETHICS AND NON COMPETE
As an officer of the Company, the Employee must abide by the Company's Code of
Ethics. The entire Company's Code of Ethics is attached to this document.
Employee Initials MN Date 5/10/97 Company Initials LZ Date: 4/22/97
9
XXXX XXXXXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 4
The Employee's signature on this document will acknowledge that they have read,
understand and agree to adhere to all of the contents of the ethics policies.
As an officer of the Company, the Employee agrees that they will not on their
own account or jointly with or as a manager, agent, officer, employee,
consultant or otherwise on behalf of any other person, firm or corporation
directly or indirectly for a period of two (2) years after the termination of
this employment agreement:
- Solicit business from any person, firm or company who is a client of or
in the habit of dealing with the Company.
- Solicit or entice away or endeavor to solicit or entice away any
employee of the Company.
- Use or procure to use with any business of any corporate or business
name that is identical to or likely to be confused with the name of the
Company, Total Research Corporation.
- Do or say anything that is harmful to the reputation of the Company or
which may lead any person or persons to cease to do business with the
Company.
Additionally, as an officer of the Company, the Employee further acknowledge
that they will be exposed to and or come in contact with various proprietary
information belonging to the Company and/or methodologies devised by employees
of the Company for the purpose of effectuating the Company's products to
clients. The Employee agrees that they will not employ such proprietary
information and/or methodologies for use with another employer or customer or
anyone else upon termination of your employment relationship with the Company.
Employee Initials MN Date 5/10/97 Company Initials LZ Date: 4/22/97
10
XXXX XXXXXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 5
Please acknowledge your understanding and compliance with the terms of this
Employment Agreement by signing on the line provided below. A second copy is
provided for your personal records.
N WITNESS WHEREOF, the parties hereto have executed the Agreement.
ACKNOWLEDGED, AGREED AND CONSENTED:
By: /s/ XXXX XXXXXXXXXX Date: 5/10/97
------------------------------ ------------------------------
Signature
For Total Research Corporation:
By: /s/ XXXXX XXXXXXX Date: 4/22/97
------------------------------ ------------------------------
Signature
XXXXX XXXXXXX CHAIRMAN/CEO
----------------------------------
Name and Title
11
[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 Xxxxx Xxxxxxx hereafter
referred to as "the Employee". This agreement will serve as the guide and the
financial arrangement for the Company and the Employee working in partnership in
meeting all of the business and profitability goals of the Company from January
2, 1997 through June 30, 1999. This agreement represents the entire agreement
between the parties with respect to the subjects hereof, and supersedes all
prior agreements and understandings.
This Employment Agreement will automatically renew for two (2) additional one
(1) year periods at the end of the contract period referenced above. Such
continuation of employment will be based on the same financial terms and
conditions covered under this agreement except for those that may be negotiated
by either party within ninety (90) days prior to the end of this employment
agreement.
2. DUTIES AND RESPONSIBILITIES
The employee will serve as President US Regional Offices. In this capacity the
employee will be responsible for the overall management and operation of the
Company's non headquarters offices. Additionally the Employee will be
responsible for the planning, directing and coordinating of the company's human
resources function worldwide. The Employee shall also perform further duties as
are incidental or implied, consistent with the background, training and
qualifications of the Employee or may be reasonably delegated by the Board of
Directors. The Employee shall devote full time to his/her employment and expend
best efforts on behalf of the Company. The Employee agrees to be an active
member of the Management Council.
The Employee will report directly to the Vice Chairman and/or the Board of
Directors as the case may be.
Employee Initials PH Date 4/29 Company Initials LZ Date: 4/22/97
12
XXXXX XXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 2
The Employee is bound to all of the policies and procedures established by the
Company.
3. FINANCIAL
Base Salary:
In consideration to the Employee for services rendered under this Agreement, and
in exchange for full compliance with this Agreement, the Company agrees to
commit to and pay the employee $50,0000 for the period January 2, 1997 through
June 30,1997, $110,000 for the period July 1, 1997 through June 30, 1998 and
$120,000 for the period July 1, 1998 through June 30, 1999. The increase in
compensation from one period to another is contingent on satisfactory
performance in the prior period.
Satisfactory performance is both financial and non-financial as reflected in the
goal addendum attached to this agreement and will be evaluated by the Vice
Chairman with ratification by the Board of Directors.
Payment of base salary will be on normally scheduled Company paydays.
Bonus:
The Employee will be entitled to a bonus based on a two pronged system; (1). Is
based on the Employee's division's performance and (2). is based on the
Company's corporate performance. A separate addendum to this employment
agreement will establish the goals for fiscal years 1998 and 1999 which reflects
this two pronged goal plan. Unless otherwise approved by the Board of
Directors, this will be the only bonus plan in which the Employee is entitled
to participate.
Under this bonus arrangement the Employee will receive twenty (20) percent of
their base salary for meeting the established fiscal year corporate and
divisional goal. For every $20,000 that the divisional goal exceeds plan, the
Employee will receive an additional four (4) percent of the $20,000 excess.
Should the plan fall slightly below goal i.e., ninety-five (95) percent of goal,
the Employee will be entitled to a reduced bonus. The reduced bonus will pay the
Employee ten (10) percent of salary if ninety-five (95) to ninety-nine and nine-
tenths (99.9) percent of the goal is achieved.
Employee Initials PH Date 4/29 Company Initials LZ Date: 4/22/97
13
XXXXX XXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 3
The bonus entitlement for fiscal year 1997 is covered in a separate document
which is attached to this agreement.
All bonuses will be paid within one hundred and five (105) days after the end of
the fiscal year.
The Employee must be employed through the end of any fiscal year in order to be
entitled to receipt of any eligible bonus for that fiscal year.
Stock Options:
The Employee will be issued 250,000 stock options effective January 2, 1997.
These options are for services to be performed until June 30, 1999 and vest on
that date. Vesting is contingent on the employee remaining employed through the
vesting date. If the Employee's performance is terminated for any reason other
than for performance and/or cause all of the entitled options will immediately
vest on the date of termination.
4. OTHER EMPLOYMENT ISSUES
By signing and agreeing to this employment agreement, the Employee is committing
to two and one-half (2.5) years of employment with the Company. The two and one
half (2.5) years begin on January 2, 1997 and conclude on June 30, 1999.
The unsuccessful achievement of established goals, in keeping with Company
policy, could result in the Employee's employment being involuntary terminated
for non-performance.
Additionally, the Employee is entitled to all benefits offered by the Company in
accordance with Company policy.
5. CODE OF ETHICS AND NON COMPETE
As an officer of the Company, the Employee must abide by the Company's Code of
Ethics. The entire Company's Code of Ethics is attached to this document.
Employee Initials PH Date 4/29 Company Initials LZ Date: 4/22/97
14
XXXXX XXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 4
The Employee's signature on this document will acknowledge that they have read,
understand and agree to adhere to all of the contents of the ethics policies.
As an officer of the Company, the Employee agrees that they will not on their
own account or jointly with or as a manager, agent, officer, employee,
consultant or otherwise on behalf of any other person, firm or corporation
directly or indirectly for a period of two (2) years after the termination of
this employment agreement:
- Solicit business from any person, firm or company who is a client of or
in the habit of dealing with the Company.
- Solicit or entice away or endeavor to solicit or entice away any
employee of the Company.
- Use or procure to use with any business of any corporate or business
name that is identical to or likely to be confused with the name of the
Company, Total Research Corporation.
- Do or say anything that is harmful to the reputation of the Company or
which may lead any person or persons to cease to do business with the
Company.
Additionally, as an officer of the Company, the Employee further acknowledge
that they will be exposed to and or come in contact with various proprietary
information belonging to the Company and/or methodologies devised by employees
of the Company for the purpose of effectuating the Company's products to
clients. The Employee agrees that they will not employ such proprietary
information and/or methodologies for use with another employer or customer or
anyone else upon termination of your employment relationship with the Company.
Employee Initials PH Date 4/29 Company Initials LZ Date: 4/22/97
15
XXXXX XXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 5
Please acknowledge your understanding and compliance with the terms of this
Employment Agreement by signing on the line provided below. A second copy is
provided for your personal records.
N WITNESS WHEREOF, the parties hereto have executed the Agreement.
ACKNOWLEDGED, AGREED AND CONSENTED:
By: /s/ XXXXX XXXXXXX Date: April 29, 1997
------------------------------ ------------------------------
Signature
For Total Research Corporation:
By: /s/ XXXXX XXXXXXX Date: 4/22/97
------------------------------ ------------------------------
Signature
XXXXX XXXXXXX CHAIRMAN/CEO
----------------------------------
Name and Title
16
[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 Xxxxx Xxxxxxxx hereafter
referred to as "the Employee". This agreement will serve as the guide and the
financial arrangement for the Company and the Employee working in partnership in
meeting all of the business and profitability goals of the Company from January
2, 1997 through June 30, 1999. This agreement represents the entire agreement
between the parties with respect to the subjects hereof, and supersedes all
prior agreements and understandings.
This Employment Agreement will automatically renew for two (2) additional one
(1) year periods at the end of the contract period referenced above. Such
continuation of employment will be based on the same financial terms and
conditions covered under this agreement except for those that may be negotiated
by either party within ninety (90) days prior to the end of this employment
agreement.
2. DUTIES AND RESPONSIBILITIES
The employee will serve as President Quality Management Division. In this
capacity the employee will be responsible for the overall management and
operation of the Company's quality managment market research practice. The
Employee shall also perform further duties as are incidental or implied,
consistent with the background, training and qualifications of the Employee or
may be reasonably delegated by the Board of Directors. The Employee shall devote
full time to his/her employment and expend best efforts on behalf of the
Company. The Employee agrees to be an active member of the Management Council.
The Employee will report directly to the Vice Chairman and/or the Board of
Directors as the case may be.
Employee Initials TF Date 5/22/97 Company Initials LZ Date: 4/22/97
17
XXXXX XXXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 2
The Employee is bound to all of the policies and procedures established by the
Company.
3. FINANCIAL
Base Salary:
In consideration to the Employee for services rendered under this Agreement, and
in exchange for full compliance with this Agreement, the Company agrees to
commit to and pay the employee $50,0000 for the period January 2, 1997 through
June 30,1997, $110,000 for the period July 1, 1997 through June 30, 1998 and
$120,000 for the period July 1, 1998 through June 30, 1999. The increase in
compensation from one period to another is contingent on satisfactory
performance in the prior period.
Satisfactory performance is both financial and non-financial as reflected in the
goal addendum attached to this agreement and will be evaluated by the Vice
Chairman with ratification by the Board of Directors.
Payment of base salary will be on normally scheduled Company paydays.
Bonus:
The Employee will be entitled to a bonus based on a two pronged system; (1). Is
based on the Employee's division's performance and (2). is based on the
Company's corporate performance. A separate addendum to this employment
agreement will establish the goals for fiscal years 1998 and 1999 which reflects
this two pronged goal plan. Unless otherwise approved by the Board of Directors,
this will be the only bonus plan in which the Employee is entitled to
participate.
Under this bonus arrangement the Employee will receive twenty (20) percent of
their base salary for meeting the established fiscal year corporate and
divisional goal. For every $20,000 that the divisional goal exceeds plan, the
Employee will receive an additional four (4) percent of the $20,000 excess.
Should the plan fall slightly below goal i.e., ninety-five (95) percent of goal,
the Employee will be entitled to a reduced bonus. The reduced bonus will pay the
Employee ten (10) percent of salary if ninety-five (95) to ninety-nine and nine-
tenths (99.9) percent of the goal is achieved.
Employee Initials TF Date 5/22/97 Company Initials LZ Date: 4/22/97
18
XXXXX XXXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 3
The bonus entitlement for fiscal year 1997 is covered in a separate document
which is attached to this agreement.
All bonuses will be paid within one hundred and five (105) days after the end of
the fiscal year.
The Employee must be employed through the end of any fiscal year in order to be
entitled to receipt of any eligible bonus for that fiscal year.
Stock Options:
The Employee will be issued 250,000 stock options effective January 2, 1997.
These options are for services to be performed until June 30, 1999 and vest on
that date. Vesting is contingent on the employee remaining employed through the
vesting date. If the Employee's performance is terminated for any reason other
than for performance and/or cause all of the entitled options will immediately
vest on the date of termination.
4. OTHER EMPLOYMENT ISSUES
By signing and agreeing to this employment agreement, the Employee is committing
to two and one-half (2.5) years of employment with the Company. The two and one
half (2.5) years begin on January 2, 1997 and conclude on June 30, 1999.
The unsuccessful achievement of established goals, in keeping with Company
policy, could result in the involuntary termination of employment for
non-performance.
Additionally, the Employee is entitled to all benefits offered by the Company in
accordance with Company policy.
5. CODE OF ETHICS AND NON COMPETE
As an officer of the Company, the Employee must abide by the Company's Code of
Ethics. The entire Company's Code of Ethics is attached to this document.
Employee Initials TF Date 5/22/97 Company Initials LZ Date: 4/22/97
19
XXXXX XXXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 4
The Employee's signature on this document will acknowledge that they have read,
understand and agree to adhere to all of the contents of the ethics policies.
As an officer of the Company, the Employee agrees that they will not on their
own account or jointly with or as a manager, agent, officer, employee,
consultant or otherwise on behalf of any other person, firm or corporation
directly or indirectly for a period of two (2) years after the termination of
this employment agreement:
- Solicit business from any person, firm or company who is a client of or
in the habit of dealing with the Company.
- Solicit or entice away or endeavor to solicit or entice away any
employee of the Company.
- Use or procure to use with any business of any corporate or business
name that is identical to or likely to be confused with the name of the
Company, Total Research Corporation.
- Do or say anything that is harmful to the reputation of the Company or
which may lead any person or persons to cease to do business with the
Company.
Additionally, as an officer of the Company, the Employee further acknowledge
that they will be exposed to and or come in contact with various proprietary
information belonging to the Company and/or methodologies devised by employees
of the Company for the purpose of effectuating the Company's products to
clients. The Employee agrees that they will not employ such proprietary
information and/or methodologies for use with another employer or customer or
anyone else upon termination of your employment relationship with the Company.
Employee Initials TF Date 5/22/97 Company Initials LZ Date: 4/22/97
20
XXXXX XXXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 5
Please acknowledge your understanding and compliance with the terms of this
Employment Agreement by signing on the line provided below. A second copy is
provided for your personal records.
N WITNESS WHEREOF, the parties hereto have executed the Agreement.
ACKNOWLEDGED, AGREED AND CONSENTED:
By: /s/ XXXXXXX XXXXXXXX Date: 5/22/97
------------------------------ ------------------------------
Signature
For Total Research Corporation:
By: /s/ XXXXX XXXXXXX Date: 4/22/97
------------------------------ ------------------------------
Signature
XXXXX XXXXXXX CHAIRMAN/CEO
----------------------------------
Name and Title
21
[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 Xxxx Xxxxxxx hereafter
referred to as "the Employee". This agreement will serve as the guide and the
financial arrangement for the Company and the Employee working in partnership in
meeting all of the business and profitability goals of the Company from January
2, 1997 through June 30, 1999. This agreement represents the entire agreement
between the parties with respect to the subjects hereof, and supersedes all
prior agreements and understandings.
This Employment Agreement will automatically renew for two (2) additional one
(1) year periods at the end of the contract period referenced above. Such
continuation of employment will be based on the same financial terms and
conditions covered under this agreement except for those that may be negotiated
by either party within ninety (90) days prior to the end of this employment
agreement.
2. DUTIES AND RESPONSIBILITIES
The employee will serve as the Chief Financial Officer. In this capacity the
Employee will be responsible for developing and directing the financial plans
and policies of the Company including the establishment and maintenance of
fiscal control and safeguarding of company assets. Additionally the employee
will be responsible for the management of multiple staff functions. The Employee
shall also perform further duties as are incidental or implied, consistent with
the background, training and qualifications of the Employee or may be reasonably
delegated by the Board of Directors. The Employee shall devote full time to
his/her employment and expend best efforts on behalf of the Company. The
Employee agrees to be an active member of the Management Council.
The Employee will report directly to the Vice Chairman and/or the Board of
Directors as the case may be.
Employee Initials EZ Date 4/29/97 Company Initials LZ Date: 4/22/97
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XXXX XXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 2
The Employee is bound to all of the policies and procedures established by the
Company.
3. FINANCIAL
Base Salary:
In consideration to the Employee for services rendered under this Agreement, and
in exchange for full compliance with this Agreement, the Company agrees to
commit to and pay the employee $47,500 for the period January 2, 1997 through
June 30,1997, $110,000 for the period July 1, 1997 through June 30, 1998 and
$120,000 for the period July 1, 1998 through June 30, 1999. The increase in
compensation from one period to another is contingent on satisfactory
performance in the prior period.
Satisfactory performance is both financial and non-financial as reflected in the
goal addendum attached to this agreement and will be evaluated by the Vice
Chairman with ratification by the Board of Directors.
Payment of base salary will be on normally scheduled Company paydays.
Bonus:
The Employee will be entitled to a bonus based on the Company's corporate
performance. A separate addendum to this employment agreement will establish the
goals for fiscal years 1998 and 1999 which reflects this plan. Unless otherwise
approved by the Board of Directors, this will be the only bonus plan in which
the Employee is entitled to participate.
Under this bonus arrangement the Employee will receive twenty (20) percent of
their base salary for meeting the established fiscal year corporate goal. For
every $20,000 that the corporate goal exceeds plan, the Employee will receive an
additional two (2) percent of the $20,000 excess. Should the plan fall slightly
below goal i.e., ninety-five (95) percent of goal, the Employee will be entitled
to a reduced bonus. The reduced bonus will pay the Employee ten (10) percent of
salary if ninety-five (95) to ninety-nine and nine- tenths (99.9) percent of the
goal is achieved.
Employee Initials EZ Date 4/29/97 Company Initials LZ Date: 4/22/97
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XXXX XXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 3
The bonus entitlement for fiscal year 1997 is covered in a separate document
which is attached to this agreement.
All bonuses will be paid within one hundred and five (105) days after the end of
the fiscal year.
The Employee must be employed through the end of any fiscal year in order to be
entitled to receipt of any eligible bonus for that fiscal year.
Stock Options:
The Employee will be issued 250,000 stock options effective January 2, 1997.
These options are for services to be performed until June 30, 1999 and vest on
that date. Vesting is contingent on the employee remaining employed through the
vesting date. If the Employee's performance is terminated for any reason other
than for performance and/or cause all of the entitled options will immediately
vest on the date of termination.
4. OTHER EMPLOYMENT ISSUES
By signing and agreeing to this employment agreement, the Employee is committing
to two and one-half (2.5) years of employment with the Company. The two and one
half (2.5) years begin on January 2, 1997 and conclude on June 30, 1999.
The unsuccessful achievement of established goals, in keeping with Company
policy, could result in the involuntary termination of employment for
non-performance.
Additionally, the Employee is entitled to all benefits offered by the Company in
accordance with Company policy.
5. CODE OF ETHICS AND NON COMPETE
As an officer of the Company, the Employee must abide by the Company's Code of
Ethics. The entire Company's Code of Ethics is attached to this document.
Employee Initials EZ Date 4/29/97 Company Initials LZ Date: 4/22/97
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XXXX XXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 4
The Employee's signature on this document will acknowledge that they have read,
understand and agree to adhere to all of the contents of the ethics policies.
As an officer of the Company, the Employee agrees that they will not on their
own account or jointly with or as a manager, agent, officer, employee,
consultant or otherwise on behalf of any other person, firm or corporation
directly or indirectly for a period of two (2) years after the termination of
this employment agreement:
- Solicit business from any person, firm or company who is a client of or
in the habit of dealing with the Company.
- Solicit or entice away or endeavor to solicit or entice away any
employee of the Company.
- Use or procure to use with any business of any corporate or business
name that is identical to or likely to be confused with the name of the
Company, Total Research Corporation.
- Do or say anything that is harmful to the reputation of the Company or
which may lead any person or persons to cease to do business with the
Company.
Additionally, as an officer of the Company, the Employee further
acknowledge that they will be exposed to and or come in contact with various
proprietary information belonging to the Company and/or methodologies devised by
employees of the Company for the purpose of effectuating the Company's products
to clients. The Employee agrees that they will not employ such proprietary
information and/or methodologies for use with another employer or customer or
anyone else upon termination of your employment relationship with the Company.
Employee Initials EZ Date 4/29/97 Company Initials LZ Date: 4/22/97
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XXXX XXXXXXX EMPLOYMENT AGREEMENT CONTINUED PAGE 5
Please acknowledge your understanding and compliance with the terms of this
Employment Agreement by signing on the line provided below. A second copy is
provided for your personal records.
N WITNESS WHEREOF, the parties hereto have executed the Agreement.
ACKNOWLEDGED, AGREED AND CONSENTED:
By: /s/ XXXX XXXXXXX Date: 4/29/97
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Signature
For Total Research Corporation:
By: /s/ XXXXX XXXXXXX Date: 4/22/97
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Signature
XXXXX XXXXXXX CHAIRMAN/CEO
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Name and Title
