August 5, 2001
Xxxxxx Interactive Inc.
000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx, Chief Executive Officer
Total Research Corporation
The Executive Corporate Center
0 Xxxxxxxxxxxx Xxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx, Executive Committee
Re: Xxxxxxxxx Employment Agreement
Dear Messrs. Black and Xxxxxxx:
This letter will confirm my understanding regarding the terms of my
Amended and Restated Employment Agreement ("TRC Employment Agreement") that will
become effective as of the "Commencement Date", as defined in the Merger
Agreement dated August 5, 2001 by and among Total Research Corporation ("TRC"),
Total Merger Sub, Inc., and Xxxxxx Interactive Inc. ("Xxxxxx"), if the
Commencment Date occurs. If the Commencement Date does not occur under such
Merger Agreement, the terms of this letter will be void and of no further force
and effect, and the TRC Employment Agreement will continue unchanged by this
letter.
1. On the Commencment Date and in consideration of a new employment
agreement becoming effective between Xxxxxx and me, the TRC Employment Agreement
will be terminated. Upon such termination, except as provided below in this
letter and except for obligations accrued prior to such termination under
Sections 3.1, 3.3, 3.4, 3.6, and 5.2 of the TRC Employment Agreement, neither
TRC nor myself shall have any further obligation or liability under or with
respect to the Employment Agreement.
2. The fiscal year 2001 performance bonus will be $175,000 under
Section 3.2 of the TRC Employment Agreement and will be paid on the scheduled
due date of September 30, 2001.
3. The $300,000 in loans granted under Section 3.8(a) of the TRC
Employment Agreement will be cancelled and forgiven on the Commencement Date.
4. The $500,000 loan originally granted under Section 3.8(b) of the TRC
Employment Agreement will be continued by Xxxxxx (or if arranged by Xxxxxx by
TRC). The loan will bear interest at the minimum applicable rate for IRS
purposes and will be
due and payable in full on June 30, 2002. Restricted shares of Xxxxxx stock
equal to 125% of the face amount of the loan will be substituted for shares of
TRC held as collateral for the loan.
5. Section 3.9 of the existing TRC Employment Agreement will remain in
effect and survive termination.
6. The $1 million Severance Payment described in Section 4.4 of the TRC
Employment Agreement will be waived.
7. The $1 million payment described in Section 4.5(a) of the TRC
Employment Agreement, and the first $250,000 payment described in Section 4.5(b)
of the Employment Agreement, will be waived. In lieu of the second $250,000
payment due under some circumstances one year after a Change of Control as
described in Section 4.5(b) of the TRC Employment Agreement, in consideration of
the Change of Control described in Section 4.5(b) Xxxxxx will pay, or will cause
TRC to pay, $250,000 to me on December 31, 2002 without regard to whether I
continue to be employed or not by Xxxxxx and/or TRC.
Please sign below indicating your agreement with my understanding. I
look forward to an exciting partnership between our companies.
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
Agreed as of August 5, 2001:
Xxxxxx Interactive Inc.
By: /s/ Xxxxxx X. Black
---------------------------------
Title: Chairman & CEO
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Total Research Corporation
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Title: Vice-Chairman
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