Exhibit 1
Aquent, Inc.
Plan Adopted Pursuant to Rule 10b5-1(c)
October 15, 2001
1. Background. The undersigned, Aquent, Inc. ("Aquent"), is party to an
Agreement and Plan of Merger (the "Merger Agreement") dated as of October 5,
2001 with Renaissance Worldwide, Inc. ("Renaissance") pursuant to which
Renaissance will merge with a wholly owned subsidiary of Aquent, holders of
outstanding shares of Renaissance common stock (other than Aquent) will receive
$2.00 cash per share and Renaissance will become a wholly owned subsidiary of
Aquent. Aquent wishes to purchase shares of Renaissance common stock, no par
value per share ("Common Stock") prior to the consummation of the foregoing
merger in open market transactions, or in privately negotiated transactions
effected over the market or otherwise. Towards that end, Aquent has adopted a
plan for the periodic acquisition of shares of Renaissance Common Stock as
provided herein. This Plan is intended to qualify under the provisions of Rule
10b5-1(c), as promulgated by the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934.
2. Arrangements Regarding Acquisition of Securities. Aquent has arranged
hereunder to purchase up to $3,000,000 of shares of Renaissance Common Stock in
such open market and privately negotiated transaction effected from time to time
prior to the consummation of the merger. Such purchases shall be effected by
Xxxxx Xxxxxx & Co., Inc., acting as broker on behalf of Aquent (the "Broker"),
provided that such purchases shall not be effected a per share price in excess
of $1.90 and such purchases, in the aggregate, shall not exceed 3 million
shares of Renaissance Common Stock. All purchases pursuant to this Plan shall
be executed at whatever price as may be negotiated by the Broker, who has full
authority hereunder to consummate such purchases subject to the overall
limitations set forth above as to aggregate purchase price, maximum purchase
price per share and maximum number of shares. Subject to the foregoing
limitations set forth in this Plan, Aquent may not exercise any influence over
the Broker as to the timing, amount or price of purchases of Renaissance Common
Stock hereunder.
3. Miscellaneous
3.1 Submission to Issuer and Broker. Aquent has delivered a copy of this Plan
to Renaissance and to the Broker. Aquent hereby consents to any filing made by
Renaissance of the Broker setting forth or otherwise making publicly available
the provisions of this Plan.
3.2 Schedule 13D. It is the intention of Aquent to file a Schedule 13D with
respect to its ownership of Renaissance Common Stock if and when required by the
Securities Exchange Act of 1934 and to file this Plan as an exhibit to any such
filing.
3.3 Amendment. Aquent may amend the provisions of this Plan, provided that any
such amendement is made in good faith and at a time that Aquent is not aware of
material nonpublic information concerning Renaissance or its securities and
provided further that any such amendment is consistent with the provisions of
Rule 10b5-1(c). Aquent shall promptly deliver to Renaissance and the Broker a
written copy of any such amendment.
4. Duration. This Plan shall remain in effect until the earlier of the
consummation of the merger or the termination of the Merger Agreement, unless
terminated earlier by Aquent, who shall, in such event provide notice to
Renaissance and the Broker in writing of such termination.
By adopting this Plan, Aquent acknowledges that it has done so in good
faith in order to take advantage of the provisions of Rule 10b5-1(c) and is not
as of the date of adoption aware of material nonpublic information regarding
Renaissance or its securities.
Adopted by:
Aquent, Inc.
/s/ Xxxx Xxxxxx
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By: Xxxx Xxxxxx
Title: CEO
