{"id":39559,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-scs-compute-inc-and-robert-w-nolan-sr.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-scs-compute-inc-and-robert-w-nolan-sr","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-scs-compute-inc-and-robert-w-nolan-sr.html","title":{"rendered":"Employment Agreement &#8211; SCS\/Compute Inc. and Robert W. Nolan Sr."},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n     EMPLOYMENT AGREEMENT (the 'Agreement'), dated January __, 1996 between\nSCS\/Compute, Inc. (the 'Company') and Robert W. Nolan, Sr. (the 'Executive').\n\n     The Executive has served as a key executive of the Company and in\nrecognition thereof it is the desire of the Company and the Executive to enter\ninto this Agreement in order to provide the Executive with the opportunity to\nshare in the long-term growth of the Company, and to reward him for his future\ncontributions to the success of the Company on the terms and subject to the\nconditions hereinafter set forth.\n\n     Accordingly, the parties agree as follows:\n\n1.   Employment, Duties and Acceptance.\n\n         1.1 Employment by the Company. The Company agrees to employ the\nExecutive for the Term (as defined in Section 2) as President and Chief\nExecutive Officer to perform such duties as the Executive shall reasonably be\ndirected to perform by the Chief Executive Officer of Research Institute of\nAmerica Group (the 'CEO of RIAG'). Such duties shall initially include the\ncurrent duties performed by the Executive for the Company and such duties shall\nat all times include such other and further duties as shall be reasonably\nassigned to the Executive by the CEO of RIAG consistent with Executive's\nexperience. Notwithstanding any provision of this Section 1 to the contrary, the\nExecutive shall have no authority to do any of the following on behalf of the\nCompany other than with the express approval of the CEO of RIAG:\n\n     (a)  Promulgate annual business plans for the Company, including, without\n          limitation, budgets, operating plans and strategic plans;\n\n     (b)  Make any business or product acquisition; \n\n     (c)  Make any capital expenditure in excess of $25,000; \n\n     (d)  Make any sale or divestiture of any asset; \n\n     (e)  Enter into any real estate lease; and\n\n     (f)  Enter into any other contract, including, without limitation, software\n          license and consulting agreements, in excess of $50,000;\n\nprovided, however, that in the event, and to the extent that, the aforementioned\nlimitations are modified with respect to executives at other operating entities\nof Thomson U.S. Holdings Inc. and its affiliates ('Thomson') such limitations\nwill also be altered with respect to the Executive.\n\n         1.2 Acceptance of Employment by the Executive. The Executive accepts\nsuch employment and shall render the services described above.\n\n         1.3 Place of Employment. The Executive's principal place of employment\nshall be in the St. Louis, Missouri area, subject to such reasonable travel as\nthe rendering of the services hereunder may require and subject to the\nExecutive's consent to be transferred elsewhere.\n\n     2.  Term of Employment. This Agreement shall take effect, and the term of\nthe Executive's employment under this Agreement shall commence, as of the\nEffective Time (as defined in the merger agreement (the 'Merger Agreement')\ndated December 20, 1995 among Thomson U.S. Holdings Inc., SCS Subsidiary Inc.\nand SCS\/Compute, Inc. (the 'Effective Date') and shall end on December 31, 2000\nsubject to the terms set forth in Section 4.1 hereof (the 'Term').\n\n     3.  Compensation.\n\n         3.1 Salary. As compensation for all services to be rendered pursuant to\nthis Agreement, during the Term the Company shall pay the Executive a salary at\nthe annual rate of $260,000 payable in accordance with the payroll policies of\nthe Company as from time to time in effect, less such deductions as shall be\nrequired to be withheld by applicable law and regulations. The Executive's\nsalary shall be increased on each December 31st during the Term in an amount\ndetermined with reference to the increase in the consumer price index for all\nurban consumers in the St. Louis, Missouri area for the prior calendar year.\n\n         3.2 Employee Benefits, Vacation and Expenses. The Executive shall be\nentitled (i) to participate in the employee benefit plans of the Company,\nsubject to the terms of such plans, (ii) to receive four weeks of paid vacation\nduring each year of the Term, \n\nsubject to appropriate scheduling thereof, and (iii) to be reimbursed for\nexpenses actually incurred or paid by the Executive during the Term in the\nperformance of the Executive's services under this Agreement to the extent that,\nand upon the same terms as, the Company may, in its discretion, provide such\nbenefit plans, vacation days and expense reimbursement to other key executives\nof the Company.\n\n         3.3 Incentive Payments. In addition to the salary referred to in\nSection 3.1 above and subject to the terms of this Section 3.3, Section 3.5\nbelow and Schedules 1 and 2 attached to this Agreement, the Executive shall also\nbe eligible to receive from the Company:\n\n         (a) an annual incentive payment (the 'Annual Bonus') in respect of each\n    calendar year of the Term (for purposes of this Section 3.3 the period from\n    the Effective Date through December 31, 1996 shall be deemed the first\n    calendar year of the Term) with such Annual Bonus to be calculated and\n    payable in accordance with the provisions of Schedule 1 attached hereto,\n    which Schedule 1 may be amended during the Term by agreement of the\n    Executive and the CEO of RIAG or his designee, subject to approval by\n    Thomson; and\n\n         (b) a long-term incentive payment ('LTIP') in respect of each of the\n    three years during the Term ending December 31, 1998, 1999 and 2000, with\n    each such LTIP payment to be calculated and payable in accordance with the\n    provisions of Schedule 2 attached hereto, which Schedule 2 may be amended\n    during the Term by agreement of the Executive and the CEO of RIAG, subject\n    to approval by Thomson.\n\n         3.4 No Distortion. The Executive agrees that he has a fiduciary\nresponsibility not to jeopardize the ongoing success of the Company in any one\nyear and hereby agrees to maintain expenses sufficient to manage the business of\nthe Company in which he is engaged for both the present and future during the\nTerm.\n\n         3.5 Effect of Termination on the Bonuses. Except as specified below, in\nthe event of a termination of employment by the Executive or by the Company in\naccordance with the terms of this Agreement, the Company shall not be obligated\nto pay to the Executive any further Annual Bonus or LTIP (or any outstanding\nportion thereof). In the event of the termination of this Agreement prior to its\nexpiration by the Company under clause (a), (b) or (h) of Section 4.1, the\nCompany shall pay the Executive or the Executive's representative, as\nappropriate, promptly following termination any Annual Bonus the Executive would\nhave received under Section 3.3(a) for the year in which the termination took\nplace based on the Approved Budget (as defined below) for such year and, if such\ntermination occurs in the second or third year of the Term, a prorated portion\n(on a per diem basis) of any LTIP the Executive would have received under\nSection 3.3(a) in the third year of the Term based on the Approved Budget for\nsuch year, or, if such termination occurs in the fourth or fifth year of the\nTerm, any LTIP the Executive would have received under Section 3.3(a) for the\nyear in which the termination took place based on the Approved Budget for such\nyear. 'Approved Budget' shall mean the detailed financial forecast of revenues,\noperating income and management cash of the Company as approved by the CEO of\nRIAG. The Approved Budget shall be prepared on or about January 1 of each year\nduring the Term and shall be adjusted during each such year to reflect changes\nin underlying business conditions.\n\n         4.  Termination.\n\n         4.1 Events of Termination. The Company may terminate this Agreement\nprior to the expiration of the Term upon the occurrence of any of the following\nevents:\n\n             a)   the death of the Executive;\n             b)   the Disability (as hereinafter defined) of the Executive;\n             c)   the conviction of the Executive of any felony;\n             d)   the gross neglect or willful misconduct of the Executive in\n                  connection with the performance of his duties hereunder, or a\n                  willful failure to follow a reasonable directive of the CEO\n                  of RIAG not inconsistent with the other provisions of this\n                  Agreement;\n\n             e)   a material breach by the Executive of any of the provisions of\n                  this Agreement;\n\n             f)   the commission by the Executive of any act or acts of\n                  dishonesty reasonably determined by the CEO of RIAG to\n                  render the Executive unfit for continued employment with the\n                  Company; or\n\n             g)   the failure of the Company to meet minimum financial\n\n                  performance criteria as indicated on Schedule 3 attached\n                  hereto, which Schedule 3 may be amended during the Term by\n                  agreement of the Executive and the CEO of RIAG, subject to\n                  approval by Thomson; and\n\n             h)   for any other reason;\n\nprovided that termination of this Agreement under clauses (b) through (h) shall\nbe made upon written notice to the Executive by the Company. The Executive may\nterminate this Agreement at any time for any reason upon written notice to the\nCompany. The term 'Disability' shall mean, with respect to the Executive, that\nthe Company determines reasonably that due to physical or mental disability,\nwhether total or partial, the Executive is or will be substantially unable to\nperform his services hereunder for (i) a period of 180 consecutive days, or (ii)\nshorter periods aggregating 180 days during any continuous one year period.\n\n         4.2 Effect of Termination. If the Company or the Executive terminates\nthis Agreement pursuant to Section 4.1 hereof, this Agreement shall become null\nand void and have no further force or effect, except as otherwise provided\nherein, and except that Sections 5, 6 and 7 shall survive any such termination\nof this Agreement. If this Agreement is terminated by the Company pursuant to\nclause (c), (d), (e) or (f) of Section 4.1 or by the Executive for any reason on\nor before December 31, 1997, the Executive shall be entitled only to payment of\nhis then current base salary pursuant to Section 3.1 through the date of\ntermination. If this Agreement is terminated by the Company pursuant to clause\n(a), (b), (g), or (h) of Section 4.1, the Executive shall be entitled to payment\nof his base salary pursuant to Section 3.1 for two years following the date of\nsuch termination and the amounts, if any, payable under Section 3.5. If the\nAgreement is terminated by the Executive for any reason following December 31,\n1997 and prior to expiration of the Term, the Executive shall be entitled to\npayment of his base salary pursuant to Section 3.1 for one year following the\ndate of such termination.\n\n         4.3 Consulting Services Beyond the Term. The Company and the Executive\nagree that the Executive and Thomson Information Services, Inc. shall enter into\na consulting agreement which shall be executed in substantially the form\nattached hereto as Attachment A and shall be effective upon the earlier of\nexpiration of the Term hereunder or termination of Executive's employment prior\nto expiration of the Term pursuant to Section 4.1.\n\n         5.  Certain Covenants of the Executive.\n\n         5.1 Covenants. The Executive acknowledges that (i) the Company is\nengaged and in the future will be engaged in the business of developing,\ndesigning, publishing and selling compliance and other information products and\nservices for tax and accounting professionals as well as products and services\nfor third parties that integrate with products and services used by tax and\naccounting professionals (all of the foregoing shall include, without\nlimitation, software, databases and consulting services of the type provided by\nthe Company) (the foregoing, together with any other businesses related to tax\nand accounting professionals that the Company or its affiliates may engage in\nfrom the date hereof to the date of the termination of this Agreement for which\nthe Executive has management responsibility under this Agreement, being\nhereinafter referred to as the 'Company Business'); (ii) his services to the\nCompany will be special and unique; (iii) his work for the Company will give him\naccess to trade secrets of and confidential information concerning the Company;\n(iv) the Company Business is national in scope; (v) the Company would not have\nentered into this Agreement but for the agreements and covenants contained in\nthis Section 5; and (vi) the agreements and covenants contained in this Section\n5 are essential to protect the business and goodwill of the Company. In order to\ninduce the Company to enter into this Agreement, the Executive covenants and\nagrees that:\n\n             5.1.1 Restrictive Covenants. In consideration for the payments to\nthe Executive contemplated hereunder, during the Term hereof and for a period\nequal to three years after the termination or expiration of the Executive's\nemployment with the Company (the 'Restricted Period'), the Executive shall not,\nother than as specifically provided in this Agreement, directly or indirectly,\n(i) engage in the Company Business or a business competitive with the Company\nBusiness; (ii) assist any person in conducting a business competitive with the\nCompany Business, provided, however, that this is not intended to restrict the\nExecutive's ownership of up to 5% of the securities of a publicly traded company\nthat engages in the Company Business; (iii) interfere with business\nrelationships (whether \n\nformed heretofore or hereafter) between the Company and customers of or\nsuppliers to the Company Business; and provided further that the obligations of\nthe Executive pursuant to this Section 5.1.1 shall terminate after the second\nyear of the Restricted Period. The Executive agrees that, in the event of a\nbreach or threatened breach by the Executive of this section, the Company shall\nbe entitled to injunctive relief restraining the Executive from engaging in any\nof the aforesaid prohibited activities. Nothing hereunder, however, shall be\nconstrued as prohibiting the Company from pursuing any other remedies available\nto it in law or in equity.\n\n             5.1.2 Confidential Information; Personal Relationships. During and\nafter the Restricted Period, the Executive shall keep secret and retain in\nstrictest confidence, and shall not use for the benefit of himself or others,\nexcept in connection with the business and affairs of the Company and its\naffiliates, all confidential information relating to the Company Business or to\nthe Company or to the business of any of the Company's affiliates, including,\nbut not limited to, 'know-how,' trade secrets, customer lists, subscription\nlists, details of consultant contracts, pricing policies, operational methods,\nmarketing plans or strategies, product development techniques or plans, business\nacquisition plans, technical processes, new personnel acquisition plans,\nprocesses, designs and design projects, inventions, software, source codes,\nobject codes, system documentation and research projects and other business\naffairs relating to the Company Business or to any affiliate of the Company\nlearned by the Executive heretofore or hereafter, and shall not disclose them to\nanyone outside of the Company and its affiliates, either during or after\nemployment by the Company or any of its affiliates, except (i) as required in\nthe course of performing his duties hereunder, or (ii) with the Company's\nexpress written consent, or (iii) pursuant to legal process. Notwithstanding the\nforegoing, the obligations of the Executive pursuant to this Section 5.1.2 shall\nnot apply to confidential information:\n\n         (a) which at the date hereof or thereafter becomes a matter of public\n             knowledge without breach by the Executive of this Agreement; or\n\n         (b) which is obtained by the Executive from a person other than the\n             Company or an affiliate of the Company who is under no obligation\n             of confidentiality to the Company. \n\n             5.1.3 Employees and Consultants of the Company. During the\nRestricted Period, the Executive shall not, directly or indirectly, (a) hire,\nsolicit or encourage any employee to leave the employment of the Company or any\nof its affiliates, (b) hire or enter into a consulting relationship with any\nsuch employee who has left the employment of the Company or any of its\naffiliates within three months of the termination of such employee's employment\nwith the Company or any of its affiliates, (c) solicit or encourage any\nconsultant to terminate a consulting relationship with the Company or any of its\naffiliates or (d) hire or enter into a consulting relationship with any such\nconsultant who has terminated a consulting relationship related to the Company\nBusiness with the Company or any of its affiliates within three months of the\ntermination of such consultant's relationship with the Company or any of its\naffiliates; provided, however, that no provision of this Section 5.1.3 shall\nprohibit any action the Executive may take with respect to Robert W. Nolan, Jr..\n\n             5.1.4 Consequence of Termination. Upon termination of the\nExecutive's employment with the Company, all documents, records, notebooks, and\nsimilar repositories of or containing trade secrets or intellectual property\nthen in the Executive's possession, including copies thereof, whether prepared\nby the Executive or others, will be promptly returned to or left with the\nCompany.\n\n         5.2 Rights and Remedies upon Breach. If the Executive breaches, or\nthreatens to commit a breach of, any of the provisions of Section 5.1 (the\n'Restrictive Covenants'), the Company shall have the right and remedy to have\nthe Restrictive Covenants specifically enforced by any court having equity\njurisdiction, it being acknowledged and agreed that any such breach or\nthreatened breach will cause irreparable injury to the Company and that money\ndamages will not provide adequate remedy to the Company. Such rights and\nremedies shall be in addition to, and not in lieu of, any other rights and\nremedies available to the Company under law or in equity.\n\n         5.3 Severability of Covenants. The Executive acknowledges and agrees\nthat the Restrictive Covenants are reasonable and valid in geographical and\ntemporal scope and in all other respects. If any court determines that any of\nthe Restrictive Covenants or any part thereof, is invalid or unenforceable, the\nremainder of the Restrictive Covenants shall \n\nnot thereby be affected and shall be given full effect, without regard to the\ninvalid portions.\n\n         5.4 Blue-Pencilling. If any court determines that any of the\nRestrictive Covenants, or any part thereof, is unenforceable because of the\nduration or geographic scope of such provision, such court shall have the power\nto reduce the duration or scope of such provision, as the case may be, and, in\nits reduced form, such provision shall then be enforceable and shall be\nenforced.\n\n     6.  Intellectual Property. The Company shall be the sole owner of all the\nproducts and proceeds of the Executive's services hereunder, including, but not\nlimited to, all materials, ideas, concepts, formats, suggestions, developments,\narrangements, packages, programs and other intellectual properties that the\nExecutive may acquire, obtain, develop or create in connection with and during\nthe term of the Executive's employment hereunder, free and clear of any claims\nby the Executive (or anyone claiming under the Executive) of any kind or\ncharacter whatsoever. The Executive shall, at the request of the Company,\nexecute such assignments, certificates or other instruments as the Company may\nfrom time to time deem necessary or desirable to evidence, establish, maintain,\nperfect, protect, enforce or defend its right, title and\/or interest in or to\nany such properties.\n\n     7.  Other Provisions.\n\n         7.1 Consent to Jurisdiction and Service of Process. Any legal action,\nsuit or proceeding in equity or in law arising out of or relating to this\nAgreement and the transactions contemplated hereby or thereby shall be\ninstituted solely in any state or federal court in the state of Missouri and\neach party agrees not to assert, by way of motion, as a defense, or otherwise,\nin any such action, suit or proceeding, any claim that such party is not subject\npersonally to the jurisdiction of such court, that its property is exempt or\nimmune from attachment, that the action, suit or proceeding is brought in an\ninconvenient forum, that the venue of the action, suit or proceeding is\nimproper, or that this Agreement may not be enforced in or by such court. Each\nparty further irrevocably submits to the jurisdiction of any such court in any\nsuch action, suit or proceeding. Nothing herein contained shall be deemed to\naffect the right of any party to serve process in any manner permitted by law.\n\n         7.2 Notices. Any notice or other communication required or which may be\ngiven hereunder shall be in writing and shall be delivered personally,\ntelegraphed, telexed, sent by facsimile transmission or overnight courier, or\nsent by certified, registered or express mail, postage prepaid, and shall be\ndeemed given when so delivered personally, telegraphed, telexed or sent by\nfacsimile transmission or overnight courier, or, if mailed, four days after the\ndate of mailing, as follows:\n\n         (i)  if to the Company, to:\n              Euan Menzies\n              Chief Executive Officer\n              RESEARCH INSTITUTE OF AMERICA\n              90 Fifth Avenue\n              New York, NY  10011\n\n              with a copy to:\n\n              THE THOMSON CORPORATION\n\n              Metro Center at One Station Place\n              Stamford at One Station Place\n              Stamford, CT  06902\n              Attn:  General Counsel\n\n         (ii) if to the Executive, to:\n\n              Robert W. Nolan, Sr.\n              14584 Whittington Court\n              Chesterfield, MO  63017\n\nAny party may by notice given in accordance with this Section to the other\nparties designate another address for receipt of notices hereunder.\n\n         7.3 Entire Agreement. This Agreement contains the entire agreement\nbetween the parties with respect to the subject matter hereof and, upon the\nEffective Date, supersedes all prior agreements with respect thereto, written or\noral, including, without \n\nlimitation, the Long Term Compensation Plan - Chief Executive Officer, effective\nFebruary 1, 1995 and the FY '95 Executive Incentive Compensation Plan; provided,\nhowever, that to the extent not paid to the Executive prior to the Effective\nDate, the Company shall pay to the Executive an amount equal to that to which\nthe Executive would have been entitled under the FY '95 Executive Incentive\nCompensation Plan.\n\n         7.4 Waivers and Amendments. This Agreement may be amended, modified,\nsuperseded, canceled, renewed or extended, and the terms and conditions hereof\nmay be waived, only by a written instrument signed by the parties and by\nThomson, or, in the case of a waiver, by the party waiving compliance and, in\nthe case of the Company, by Thomson. No delay on the part of any party in\nexercising any right, power or privilege hereunder shall operate as a waiver\nthereof, nor shall any waiver on the part of any party of any right, power or\nprivilege hereunder, nor any single or partial exercise of any right, power or\nprivilege hereunder, preclude any other or further exercise thereof or the\nexercise of any other right, power or privilege hereunder.\n\n         7.5 Governing Law. This Agreement shall be governed and construed in\naccordance with the laws of the State of Missouri applicable to agreements made\nand to be performed entirely within such State.\n\n         7.6 Assignment. This Agreement, and the Executive's rights and\nobligations hereunder, may not be assigned by the Executive. The Company may,\nwithout the Executive's consent, assign its rights, together with its\nobligations, under this Agreement in connection with any sale, transfer or other\ndisposition of all or substantially all of its assets or business, whether by\nmerger, consolidation or otherwise. This Agreement shall be binding on any\nsuccessor to the Company.\n\n         7.7 Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original but all of which\ntogether shall constitute one and the same instrument.\n\n         7.8 Headings. The headings in this Agreement are for reference purposes\nonly and shall not in any way affect the meaning or interpretation of this\nAgreement.\n\n    IN WITNESS WHEREOF, the parties have executed this Agreement on the date\nfirst above written.\n\n                               SCS\/COMPUTE, INC.\n\n                               By:\n                                  --------------------\n\n\n                               Robert W. Nolan, Sr.\n\n\n                               -----------------------\n\n\nAccepted and Agreed to:\n\nTHOMSON INFORMATION\n  SERVICES, INC.\n\nBy:\n   -----------------------\n\n\n\n                                   SCHEDULE 1\n\n                                  Annual Bonus\n\nA.   Calculations: Revenue, Operating Income and Management Cash shall each be \nas determined in accordance with generally acceptable accounting principles\nconsistently applied, calculated and certified by the chief financial officer of\nthe Company and approved by the CEO of RIAG. The CEO of RIAG will deliver a\ncertificate of determination of Revenue, Operating Income and Management Cash to\nthe Executive no later than ninety days after the end of each respective\ncalendar year during the Term.\n\n     The financial targets included herein have been developed using the\nfinancial accounting policies adopted by the Company at the time of the Merger\nAgreement, utilizing a January 31 fiscal year end. The effect on the targets of\nany adjustments to these policies and a change to a calendar year end will be\nquantified and will adjust the targets as agreed between the CEO of RIAG and the\nExecutive.\n\n     Any payments of Annual Bonus amounts are funded out of the operating\nresults of the Company and are included in the calculation of Operating Income\nto arrive at the Annual Bonus amount.\n\n     The Annual Bonus amount will be calculated by applying the percentage bonus\nearned (using the financial targets in B. below and the pro forma bonus schedule\nin C. below) to the salary of the Executive in effect during the relevant\ncalendar year.\n\n     The Executive will not be eligible for any payments unless the 'Floor'\ntargets for both Revenue and Operating Income for the relevant year as\nidentified in B. below are met or exceeded.\n\nB.   Financial Targets\n\nThe financial targets for each fiscal year under the Agreement are as follow\n(note: 1996 relates to the fiscal year ending January 31, 1997, et seq.):\n\n\n<font size=\"2\">\n                           1996       1997       1998       1999       2000\n                           ----       ----       ----       ----       ----\n                                                     \nRevenue\n- -------\n  'Target' Revenue      $22,300,   $24,530,   $26,983,   $29,681,   $32,649,\n       Growth              12.6%      10.0%      10.0%      10.0%      10.0%\n\n  'Floor' Revenue       $21,185,   $23,304,   $25,634,   $28,197,   $31,017,\n  'Ceiling' Revenue     $25,000,   $27,500,   $30,250,   $33,275,   $36,600,\n\nOperating Income\n- ---------------- \n  'Target' OI            $4,400,    $5,550,    $6,604,    $7,420,    $8,162,\n       Growth              67.3%      26.1%      19.0%      12.4%      10.0%\n       Margin              19.7%      22.6%      24.5%      25.0%      25.0%\n\n  'Floor' OI             $4,180,    $5,273,    $6,274,    $7,049,    $7,754,\n  'Ceiling' OI           $6,000,    $6,875,    $7,563,    $8,319,    $9,150,\n\nManagement Cash\n- ---------------\n  'Target' Mgmt. Cash    $3,960,    $4,995,    $6,604,    $7,420,    $8,162,\n       Growth              36.6%      26.1%      32.2%      12.4%      10.0%\n       Conversion          90.0%      90.0%     100.0%     100.0%     100.0%\n\n  'Floor' Cash               n\/a        n\/a        n\/a        n\/a        n\/a\n  'Ceiling' Cash         $5,400,    $6,188,    $7,563,    $8,319,    $9,150,\n<\/font>\n- ---------------\nNote:  All dollar amounts are in thousands of U.S. dollars.\n\nC.    Pro Forma Percentage Bonus Schedule\n\n(i)   Percentage Bonus Schedule for 1996:\n\n                 PLAN                           % BONUS EARNED\n\n\n\n<font size=\"2\">\n      %   Net Sales  Operating  Mgmt     Net Sales  Operating  Mgmt\nAchieved  Revenue     Income    Cash     Revenue    Income     Cash  Total\n- --------  ---------  ---------  ----     ---------  ---------  ----  -----   \n                                                  \nFLOOR 95   $21,185,   $4,180,    n\/a\n      96   $21,408,   $4,224,    $3,802,  3.0       6.0        1.0     10.0\n      97   $21,631,   $4,268,    $3,841,  6.0       12.0       2.0     20.0\n      98   $21,854,   $4,312,    $3,881,  9.0       18.0       3.0     30.0\n      99   $22,077,   $4,358,    $3,920,  12.0      24.0       4.0     40.0\n\nTARGET     $22,300,   $4,400,    $3,960,  15.0      30.0       5.0     50.0\n\nCEILING    $25,000,   $6,000,    $5,400,  30.0      60.0      10.0    100.0\n<\/font>\n\nIn no event shall the percentage bonus earned exceed 100% of salary.\n\n(ii) Percentage Bonus Schedule for years 1997 through 2000 will be prepared on a\n     consistent basis with the Percentage Bonus Schedule for 1996 using the\n     relevant financial targets for each of those years.\n\nD.   Treatment of Acquisitions: Acquisitions with revenues of up to $1.0 million\nwill be included in the results of the ongoing operations at the Company and the\ntargets used herein will not be adjusted. The targets used herein will be\nadjusted to include the Revenue, Operating Income and Management Cash included\nin the approved Thomson Board Papers for each acquisition with revenues in\nexcess of $1.0 million.\n\nE.   Treatment of Changes in Operations: The targets used herein are based on \nthe existing operations of the Company, as such may change in the ordinary\ncourse of business. The targets may be adjusted for any extraordinary changes\nincluding, but not limited to, product transfers to\/from the Company and\nsignificant new investment in product development funded by Thomson.\n\nF.   Payment: Payment of the Annual Bonus pursuant to Section 3.3(a) and this\nSchedule 1 shall be made as soon as practicable after the determination of\nRevenue, Operating Income and Management Cash for the relevant period as\nprovided above (but in no event later than ninety days after year end) and shall\nbe subject to required withholdings.\n\n                                   SCHEDULE 2\n\n                                      LTIP\n\nA.   Calculations: Revenue and Operating Income shall each be as determined in\naccordance with generally acceptable accounting principles consistently applied,\ncalculated and certified by the chief financial officer of the Company and\napproved by the CEO of RIAG. The CEO of RIAG will deliver a certificate of\ndetermination of Revenue and Operating Income to the Executive no later than\nninety days after the end of each respective calendar year during the Term.\n\n     The financial targets included herein have been developed using the\nfinancial accounting policies adopted by the Company at the time of the Merger\nAgreement, utilizing a January 31 fiscal year end. The effect on the targets of\nany adjustments to these policies and a change to a calendar year end will be\nquantified and will adjust the targets as agreed between the CEO of RIAG and the\nExecutive.\n\n     Any payments of LTIP amounts are funded out of the operating results of the\nCompany and are included in the calculation of Operating Income to arrive at the\nLTIP amount.\n\n     The LTIP amount will be calculated as provided below. The Executive will\nnot be eligible for any payments unless the 'Floor' targets as identified in B.\nbelow for the relevant year are met or exceeded.\n\nB.   LTIP Formula: Executive will be eligible to begin receiving payments of the\nLTIP if the minimum ('Floor') Revenue and Operating Income targets are achieved\nas outlined below. All dollar amounts are in thousands of U.S. dollars.\n\n\n\n(i)      Targets (Floor) for Fiscal Year:   \n\n                                      1998      1999      2000\n                                                     \n         Revenue                     $30,000,  $35,000,  $40,000,\n         Operating Income            $ 7,500,  $ 8,750,  $10,000,\n         Bonus for Achieving Target  $   250,  $   250,  $   250,\n\n\n(ii)     An incremental bonus of 20% of Operating Income in excess of Floor will\n         also be payable.\n\n         Example:  In fiscal year 1996, if Revenue is $30,000 and Operating \n         Income is $9,000, then the bonus equals:\n\n\n                                                       \n               Bonus for achieving target:          $250,\n               Incremental bonus at 20% of OI\n                   amount over $7,500,              $300,\n               Total Bonus                          $550,\n\n\n(iii)   Treatment of Acquisitions:\n\n   Revenues up to $1.0 Million:        Financial results will be added to the \n                                       ongoing operations of the Company.\n                                       Targets will not be adjusted.\n\n   Revenues greater than $1.0 Million: Operating Income targets for each year\n                                       of the Agreement will be increased by \n                                       12% of the purchase price of the \n                                       acquisition. Revenue targets will not \n                                       be adjusted.\n\n(iv) Treatment of Changes in Operations: The targets used herein are based on\nthe existing operations of the Company, as such may change in the ordinary\ncourse of business. The targets may be adjusted for any extraordinary changes\nincluding, but not limited to, product transfers to\/from the Company and\nsignificant new investment in product development funded by Thomson.\n\nC.   Payment: Payment of LTIP pursuant to Section 3.3(a) and this Schedule 2 \nshall be made as soon as practicable after the determination of Revenue and\nOperating Income for the relevant period as provided above (but in no event\nlater than ninety days after year end) and shall be subject to required\nwithholdings.\n\n                                   SCHEDULE 3\n\nMinimum Company Financial Performance Criteria:\n\nThe Company's minimum financial performance criteria require that Revenue and\nOperating Income for each calendar year during the Term must exceed the previous\nyear's Revenue and Operating Income by at least 5% and 10% respectively. The\ncalculation for 1996 will be based on the Company's fiscal year 1995 results,\nexcept that in no event will the minimum Revenue and Operating Income\nrequirements for 1996 be less than $20 million and $3.75 million respectively.\nNotwithstanding the foregoing, if the minimum growth rates are not met but the\nCompany's overall performance exceeds the financial targets included in Schedule\n1 (Section B.), then the Company's financial performance will be considered\nacceptable for purposes of this Schedule.\n\n                                  Attachment A\n\n                              CONSULTING AGREEMENT\n\n    CONSULTING AGREEMENT (the 'Agreement'), dated January __, 1996 between\nThomson Information Services, Inc. (the 'Company') and Robert W. Nolan, Sr. (the\n'Consultant').\n\n    The Consultant has served as a key executive of SCS\/Compute, Inc., an\naffiliate of the Company, and in recognition thereof it is the desire of the\nCompany and the Consultant to enter into this Agreement in order to ensure that\nthe services and advice of the Consultant will be available to the Company for\nthe term of the Agreement and to reward the Consultant for his continuing\ncontributions to the success of the Company on the terms and subject to the\nconditions hereinafter set forth.\n\n    Accordingly, the parties agree as follows:\n\n    1. Consulting Engagement. The Company hereby engages the Consultant for the\nConsulting Period (as defined in Section 2) to perform such consulting, advisory\nand other services as the Consultant shall reasonably be requested to perform by\nthe Chief Executive Officer of Research Institute of America Group. The\nConsultant hereby accepts such engagement and shall render the services\ndescribed above.\n\n    2. Consulting Period. This Agreement shall take effect, and the term of the\nConsultant's engagement under this Agreement shall commence, as of the earlier\nof the date of termination of Consultant's employment pursuant to Section 4.1 of\nthe Employment Agreement between the Consultant and the Company dated January\n__, 1996 (the 'Employment Agreement') and expiration of the Term of the\nEmployment Agreement (as such term is defined in Section 2 of the Employment\nAgreement) (the 'Effective Date') and shall end on the third anniversary of the\nEffective Date (the 'Consulting Period').\n\n    3. Compensation.\n\n       3.1 Fee. As compensation for all services to be rendered during the\nConsulting Period pursuant to this Agreement, the Company shall pay the\nConsultant a total fee of $1,050,000. Such fee shall be payable in the following\namounts at the following times: (i) during the period commencing on the\nEffective Date and ending on the second anniversary of the Effective Date, an\nannual amount of $400,000 payable monthly in arrears; and (ii) during the period\ncommencing on the date immediately following the second anniversary of the\nEffective Date and ending on the third anniversary of the Effective Date, an\nannual amount of $250,000 payable monthly in arrears.\n\n       3.2 Expenses. The Consultant shall be entitled to be reimbursed for\nreasonable expenses actually incurred or paid by the Consultant in the\nperformance of the Consultant's services during the Consulting Period under this\nAgreement.\n\n    4. Independent Contractor. The Consultant acknowledges that he is being\nretained by the Company as an independent contractor and not as an employee. The\nCompany shall not exercise direction or control over the Consultant in his\nperformance of services hereunder. Accordingly, the Consultant hereby\nacknowledges: (i) the Consultant shall be solely responsible for and shall file,\non a timely basis, tax returns and payments required to be filed with or made to\nany relevant tax authorities with respect to his performance of services\nhereunder; (ii) the Company will not withhold any taxes from compensation paid\nby the Company to the Consultant during the Consulting Period unless legally\nrequired to do so; (iii) the Consultant will be responsible for providing his\nown office space; and (iv) the Company will not provide the Consultant during\nthe Consulting Period with (a) life insurance, (b) health insurance, (c)\nlong-term disability insurance or (d) any other employee benefits, rights or\nentitlements under any plans of the Company or of SCS\/Compute, Inc.. The\nCompany's only obligations under this Agreement are to pay the Consultant the\ncompensation and expenses described in Section 3 hereof.\n\n    5. No Agency. Nothing contained in this Agreement shall be construed as\ncreating an agency relationship between the Company and the Consultant and,\nwithout the Company's prior written consent, the Consultant shall have no\nauthority hereunder to bind the Company or make any commitments on the Company's\nbehalf. The Consultant shall not take any action in connection with his\nrendering of services hereunder which he reasonably believes would cause any\nthird party to assume that he has such authority.\n\n    6. Certain Covenants of the Consultant. The Consultant acknowledges that his\n\nobligations pursuant to Sections 5, 6 and 7.1 of the Employment Agreement are\nongoing; provided, however, that any breach by the Executive of such Sections 5,\n6 and 7.1 of the Employment Agreement shall not, without more, be deemed a\nbreach of this Agreement.\n\n         Upon termination of the Consultant's engagement hereunder, all\ndocuments, records, notebooks, and similar repositories of or containing trade\nsecrets or intellectual property then in the Consultant's possession, including\ncopies thereof, whether prepared by the Consultant or others, will be promptly\nreturned to or left with the Company.\n\n         The Company shall be the sole owner of all the products and proceeds of\nthe Consultant's services hereunder, including, but not limited to, all\nmaterials, ideas, concepts, formats, suggestions, developments, arrangements,\npackages, programs and other intellectual properties that the Consultant may\nacquire, obtain, develop or create in connection with and during the term of the\nConsultant's engagement hereunder, free and clear of any claims by the\nConsultant (or anyone claiming under the Consultant) of any kind or character\nwhatsoever. The Consultant shall, at the request of the Company, execute such\nassignments, certificates or other instruments as the Company may from time to\ntime deem necessary or desirable to evidence, establish, maintain, perfect,\nprotect, enforce or defend its right, title and\/or interest in or to any such\nproperties.\n\n    7. Rights and Remedies upon Breach. If the Consultant breaches, or threatens\nto commit a breach of, any of the provisions of Section 5 or 6 of this\nAgreement, the Company shall have the right and remedy to have the Consultant's\nobligations pursuant to such Sections specifically enforced by any court having\nequity jurisdiction, it being acknowledged and agreed that any such breach or\nthreatened breach will cause irreparable injury to the Company and that money\ndamages will not provide adequate remedy to the Company. Such rights and\nremedies shall be in addition to, and not in lieu of, any other rights and\nremedies available to the Company under law or in equity.\n\n    8. Other Provisions.\n\n       8.1 Consent to Jurisdiction and Service of Process. Any legal action,\nsuit or proceeding in equity or in law arising out of or relating to this\nAgreement and the transactions contemplated hereby or thereby shall be\ninstituted solely in any state or federal court in the state of Missouri and\neach party agrees not to assert, by way of motion, as a defense, or otherwise,\nin any such action, suit or proceeding, any claim that such party is not subject\npersonally to the jurisdiction of such court, that its property is exempt or\nimmune from attachment, that the action, suit or proceeding is brought in an\ninconvenient forum, that the venue of the action, suit or proceeding is\nimproper, or that this Agreement may not be enforced in or by such court. Each\nparty further irrevocably submits to the jurisdiction of any such court in any\nsuch action, suit or proceeding. Nothing herein contained shall be deemed to\naffect the right of any party to serve process in any manner permitted by law.\n\n       8.2 Notices. Any notice or other communication required or which may be\ngiven hereunder shall be in writing and shall be delivered personally,\ntelegraphed, telexed, sent by facsimile transmission or overnight courier, or\nsent by certified, registered or express mail, postage prepaid, and shall be\ndeemed given when so delivered personally, telegraphed, telexed or sent by\nfacsimile transmission or overnight courier, or, if mailed, four days after the\ndate of mailing, as follows:\n\n       (i)  if to the Company, to:\n       \n            Euan Menzies\n            Chief Executive Officer\n            RESEARCH INSTITUTE OF AMERICA\n            90 Fifth Avenue\n            New York, NY  10011\n\n            with a copy to:\n\n            THE THOMSON CORPORATION\n\n            Metro Center at One Station Place\n            Stamford at One Station Place\n            Stamford, CT  06902\n            Attn:  General Counsel\n\n       (ii) if to the Consultant, to:\n\n            Robert W. Nolan, Sr.\n            14584 Whittington Court\n            Chesterfield, MO  63017\n\nAny party may by notice given in accordance with this Section to the other\nparties designate another address for receipt of notices hereunder.\n\n       8.3 Entire Agreement. This Agreement contains the entire agreement\nbetween the parties with respect to the subject matter hereof and, upon the\nEffective Date, supersedes all prior agreements with respect thereto, written or\noral, except as specifically provided in Section 6 of this Agreement.\n\n       8.4 Waivers and Amendments. This Agreement may be amended, modified,\nsuperseded, canceled, renewed or extended, and the terms and conditions hereof\nmay be waived, only by a written instrument signed by the parties, or, in the\ncase of a waiver, by the party waiving compliance. No delay on the part of any\nparty in exercising any right, power or privilege hereunder shall operate as a\nwaiver thereof, nor shall any waiver on the part of any party of any right,\npower or privilege hereunder, nor any single or partial exercise of any right,\npower or privilege hereunder, preclude any other or further exercise thereof or\nthe exercise of any other right, power or privilege hereunder.\n\n       8.5 Governing Law. This Agreement shall be governed and construed in\naccordance with the laws of the State of Missouri applicable to agreements made\nand to be performed entirely within such State.\n\n       8.6 Assignment. This Agreement, and the Consultant's rights and\nobligations hereunder, may not be assigned by the Consultant other than by\ndevise, inheritance or operation of intestacy. The Company may, without the\nConsultant's consent, assign its rights, together with its obligations, under\nthis Agreement in connection with any sale, transfer or other disposition of all\nor substantially all of its assets or business, whether by merger, consolidation\nor otherwise. This Agreement shall be binding on any successor to the Company.\n\n       8.7 Counterparts. This Agreement may be executed in counterparts, each of\nwhich shall be deemed an original but all of which together shall constitute one\nand the same instrument.\n\n       8.8 Headings. The headings in this Agreement are for reference purposes\nonly and shall not in any way affect the meaning or interpretation of this\nAgreement.\n\n       IN WITNESS WHEREOF, the parties have executed this Agreement on the date\nfirst above written.\n\n                               THOMSON INFORMATION\n\n                                                                  SERVICES, INC.\n\n                               By:\n                                  --------------------\n\n\n\n                               Robert W. Nolan, Sr.\n\n\n                               -----------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9052],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9539,9544],"class_list":["post-39559","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-thomson-corp","corporate_contracts_industries-media__other","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39559","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39559"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39559"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39559"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39559"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}