exv10w1



 





Exhibit 10.1




EXECUTIVE AGREEMENT




     THIS EXECUTIVE AGREEMENT (the “Agreement”) is made as of this 1st day of June, 2006 by and
between OPINION RESEARCH CORPORATION, a Delaware Corporation (the “Company”), and Frank J. Quirk
(the “Executive”).



WITNESSETH:




     WHEREAS, the Executive is stepping down from his position as Chief Executive Officer of Macro
International, Inc., (“Macro”), a wholly-owned subsidiary of the Company, effective June 1, 2006;
and



     WHEREAS, the parties desire that the Executive assist with the transition to a new management
team of Macro, following the Executive’s departure of as the Chief Executive Officer of Macro and
otherwise assist the Chairman of the Company in such matters as the Chairman of the Company may
reasonably determine from time to time; and



     WHEREAS, the parties desire for the Executive to remain the Chairman of Macro during the term
of this Agreement and continue to serve as a director of the Company, all subject to the discretion
of the Board of Directors and the shareholders of the Company, respectively;



     NOW THEREFORE, in consideration of the foregoing and the mutual covenants in this Agreement,
the Company and the Executive agree as follows:



     1. Employment and Duties.



          (a) The Company hereby employs the Executive on the terms and conditions provided in this
Agreement and the Executive agrees to accept such employment subject to the terms and conditions of
this Agreement. The Executive shall have responsibility for assisting in the transition to a new
management team at Macro and for such other executive duties and responsibilities as shall from
time to time be determined by the Chief Executive Officer of the Company and the Company’s Board of
Directors.




 









 







          (b) The Executive shall devote twenty-five percent (25%) of his full working time, energy,
skill and best efforts to the performance of his duties, hereunder, in a manner that will
faithfully and diligently further the business and interests of the Company, and shall not be
employed by, or participate or engage in or in any manner be a part of the management or operation
of any business enterprise other than the Company and Niswander, Inc. without the prior written
consent of the Chief Executive Officer of the Company. Notwithstanding the above, the Executive
shall be permitted to the extent such activities do not interfere or conflict with the performance
of the Executive’s duties and responsibilities hereunder, (i) to serve on civic, charitable or
professional boards or committees (it being expressly understood and agreed that the Executive’s
continuing to serve on any such board and/or committees on which the Executive is serving, or with
which the Executive is otherwise associated (each of which has been disclosed to the Company in
writing prior to the execution of the Executive’s Agreement), as of the date of this Agreement,
shall be deemed not to interfere with the performance by the Executive of the Executive’s duties
and responsibilities under this Agreement) and (ii) with the prior written consent of the Chief
Executive Officer, from writing academic, trade or mainstream papers or other publishable books (it
being expressly understood and agreed that no such writings can interfere with the Executive’s
obligations under the Employee Agreement containing the confidentiality and non-solicitation
agreement (“Employee Agreement”) he has also entered into with the Company).




          (c) The Executive represents and warrants to the Company that he is under no contractual or
other restriction or obligation which conflicts with, violates or is inconsistent with the
execution of this Agreement, the performance of the Executive’s duties hereunder, or the other
rights of the Company hereunder.




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          (d) Without the Company’s prior written consent, the Executive shall not obtain goods or
services or otherwise deal on behalf of the Company with any business or entity in which the
Executive or a member of his family has a financial interest or from which the Executive or a
member of his immediate family may derive a financial benefit as a result of such transaction,
except that this prohibition shall not apply to any public company in which the Executive or a
member of his family owns less than one percent of the outstanding stock.




     2. Term. The term of this Agreement shall commence on June 1, 2006 and shall
terminate on May 31, 2008, unless earlier terminated in accordance with the terms of this
Agreement.



     3. Compensation. As compensation for performing the services required by this
Agreement, the Company shall pay to the Executive an annual salary of $90,000 per annum, payable in
equal installments pursuant to the Company’s customary payroll procedures in effect for its
executive personnel at the time of payment, but in no event less frequently than monthly, subject
to withholding for applicable federal, state, and local taxes. The Executive shall not be entitled
to additional compensation for serving on any Company board on which the Executive may be asked to
serve. The Executive’s compensation shall not be reduced during the term of this Agreement.



     4. Executive Benefits. During the term of this Agreement (a) the Executive and his
eligible dependents shall have the right to participate in any retirement plans (qualified and non
qualified), pension, insurance, disability or other benefit plan or program that has been or is
hereafter adopted by the Company (or in which the Company participates), according to the terms of
such plan or program, and (b) the Company shall make those COBRA contributions required to be made
by the Company on Executive’s behalf.



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     5. Vacation and Leaves of Absence. The Executive shall be entitled to 25% of the
vacation and sick leave days to which he would have been entitled under the current policies of the
Company had he been a full time employee of the Company. Upon any termination of this Agreement
for any reason whatsoever, accrued and unused vacation will be paid to the Executive within ten
(10) days of such termination based on his compensation in effect on the date of such termination.
In addition, the Executive shall be entitled to the same holidays provided to other Executives of
the Company.



     6. Business Expenses. The Executive shall be promptly reimbursed against presentation
of vouchers or receipts for all reasonable and necessary expenses incurred by him in connection
with the performance of business-related duties.



     7. Indemnification. The Company shall (and is hereby obligated to) indemnify
(including advance payment of expenses) the Executive in each and every situation where the Company
is obligated to make such indemnification pursuant to applicable law and the relevant portions of
the Company’s Certificate of Incorporation and By-Laws. Such indemnification shall in each case
include payment of reasonable attorneys fees and expenses, including where permitted by applicable
law, advancement of reasonable attorneys fees and expenses.



     8. Termination and Termination Benefits.



          (a) Termination by the Company For Cause. The Company may terminate this Agreement
prior to its expiration date without prior notice for “cause.” In such event, the Executive shall
be paid for his services hereunder only the compensation up to the effective date of such
termination. For purposes of this Section 8(a), “cause” shall mean (i) an act of dishonesty by the
Executive constituting a felony or resulting or intended to result in gain to, or personal
enrichment of the Executive at the Company’s expense,
(ii) the engaging by the


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Executive in misconduct which is demonstrably injurious to the Company, (iii) the refusal of
the Executive substantially to perform his duties hereunder, which refusal has not been cured
within seven (7) days after receipt of written notice from the Chief Executive Officer, (iv) the
violation of any reasonable express direction of the Chief Executive Officer of the Company, his
authorized designee, or the Company’s Board of Directors, or of any reasonable rule, regulation,
policy or plan established by the Company from time to time which governs the Executive in the
performance of his work, which violation has not been cured within seven (7) days after receipt of
written notice from the Chief Executive Officer, (v) the use by the Executive of any illegal
substance, or the use by the Executive of alcohol or any controlled substance to an extent that it
interferes with the performance of the Executive’s duties under this Agreement, and (vi) the
substantial breach by the Executive of his obligations in this Agreement.




          (b) Termination by the Company Without Cause. The Company may terminate this
Agreement at any time and for any reason upon 30 days’ written notice to the Executive. In the
event of such termination, except if termination is pursuant to subparagraphs (a), (d), (e), or (g)
of this Paragraph 8, the Executive shall be entitled, as his sole remedy and subject to the terms
and conditions of subparagraph (c) of this Paragraph 8, to continue to receive his compensation and
medical and life insurance benefits, if permitted by the applicable Company insurance plans, until
the earlier of (x) 11 months after the effective date of such termination, or (y) May 31, 2008.




          (c) Compliance With Employee Agreement Non-Competition Agreement and Execution of
Release. The Company’s obligation to pay the Executive’s compensation and applicable benefits
under this Agreement is expressly conditioned upon the Executive’s continued compliance with the
terms and conditions of the Employee Agreement he has entered


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with the Company, including without limitation, those obligations relating to the company’s
confidential information and intellectual property and the non-solicitation of company customers
and employees. In addition, the Executive agrees that for so long as he is receiving payments
under Paragraph (b) of this Paragraph 8 he will not directly or indirectly (whether as director,
officer, consultant, principal, employee, agent, or otherwise) engage in or contribute the
Executive’s knowledge and abilities to any business or entity in competition with the Company.




          (d) Disability of Executive. If the Executive is permanently disabled (as defined in
the Company’s long-term disability insurance policy then in effect), then the Chief Executive
Officer of the Company shall have the right to terminate the Executive’s employment upon 30 days’
prior written notice to the Executive at any time during the continuation of such disability. In
the event the Executive’s employment is terminated for disability in accordance with this
subparagraph (d) of this Paragraph 8, the Company shall not thereafter be obligated to make any
further payments hereunder other than (i) the accrued obligations through the date of such
termination and (ii) continued compensation and medical and life insurance benefits, until the
earlier of (x) such time as payments to the Executive commence under the Company’s long-term
disability insurance policy then in effect, or (y) until 11 months after the effective date of each
termination.




          (e) Termination by the Executive Without Cause. The Executive may terminate this
Agreement at any time and for any reason upon 30 days’ written notice to the Company (during which
period the Executive shall, if requested in writing by the Company, continue to perform his duties
as specified under this Agreement). In such event, the Executive shall be paid only the
compensation for his services hereunder up to the effective date of such notice.




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          (f) Termination by the Executive With Cause. The Executive may terminate this
Agreement prior to its expiration date or any extension thereof without prior notice for “cause,”
in which event the Executive shall be compensated in the same manner as if the Company had
terminated the Executive without cause pursuant to Paragraph 8(b). For purposes of this Paragraph
8(f), “cause” shall mean exclusively (i) a material reduction in the level of responsibility or
authority of the Executive, (ii) the Company’s substantial breach of its obligations in this
Agreement, or (iii) the relocation of the Executive’s principal place of employment by the Company
to a location more than fifty (50) miles from his then current assignment. The Executive must
provide notice to the Company that the Executive is intending to terminate his employment within
one hundred and twenty (120) days after the Executive has actual knowledge of the occurrence of an
event he believes constitutes cause. In the event the Executive delivers to the Company a notice
of termination for cause, the Executive agrees to appear before a meeting with the Chief Executive
Officer of the Company (after reasonable notice) and specify the particulars.




          (g) Death Benefit. Notwithstanding any other provision of this Agreement, this
Agreement shall terminate on the date of the Executive’s death. In such event, the Executive’s
estate shall be paid his compensation for the remainder of the month in which such termination
occurs.




     9. Prior Agreements, Conflicts of Interest. The Executive represents to the Company
(a) that there are no restrictions, agreements or understandings, oral or written, to which the
Executive is a party or by which the Executive is bound that prevent or make unlawful the
Executive’s execution or performance of this Agreement; (b) none of the information supplied by the
Executive to the Company or any representative of the Company in connection



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with the Executive’s employment by the Company misstated a material fact or omitted material
information necessary to make the information supplied not misleading; and (c) the Executive does
not have any business or other relationship that creates a conflict between the interests of the
Executive and the Company.




10. Miscellaneous




          (a) Arbitration. All disputes, claims, or controversies arising out of or in
connection with this Agreement, the Executive’s employment or its termination, including but not
limited to those concerning workplace discrimination and all other statutory claims, shall
exclusively be submitted to and determined in New Jersey by final and binding arbitration before a
single arbitrator (“Arbitrator”) of the American Arbitration Association (“AAA”) in accordance with
the association’s then current rules for the resolution of employment disputes (“the Rules”). The
Arbitrator shall be selected in accordance with the Rules. The parties consent to the authority of
the arbitrator, if the arbitrator so determines, to award fees and expenses (including legal fees)
to the prevailing party in the arbitration. Notwithstanding the foregoing, the Company shall be
entitled to enforce the provisions of the Employee Agreement entered separately with Executive
hereof through proceedings brought in a court of competent jurisdiction.




          (b) Severability; Reasonableness of Agreement. If any term, provision or covenant of
this Agreement or part thereof, or the application thereof to any person, place or circumstance
shall be held to be invalid, unenforceable or void by a court or competent jurisdiction, the
remainder of this Agreement and such term, provision or covenant shall remain in full force and
effect and any such invalid, unenforceable or void term, provision or covenant shall be deemed,
without further action on the part of the parties hereto, modified,
amended and


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limited, and the court shall have the power to modify, amend and limit any such term,
provision or covenant, to the extent necessary to render the same and the remainder of the
Agreement valid, enforceable and lawful.




          (c) Assignment; Benefit. This Agreement shall not be assignable by the Executive,
other than the Executive’s rights to payments or benefits hereunder, which may be transferred only
by will or the laws of descent and distribution. Upon the Executive’s death, this Agreement and
all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the
Executive’s beneficiary or beneficiaries, personal or legal representatives, or estate, to the
extent any such person succeeds to the Executive’s interests under this Agreement.




          (d) Notices. All notices hereunder shall be in writing and shall be sufficiently
given if hand-delivered, sent by documented overnight delivery service, registered or certified
mail, postage prepaid, return receipt requested or by telegram or telefax (confirmed by U.S.
mail), receipt acknowledged, addressed as set forth below or at such other address for either party
as may be specified in a notice given as provided herein by such party to the other. Any such
notice shall be deemed to have been given as of the date received, in the case of personal
delivery, or on the date shown on the receipt or confirmation therefore, in all other cases. Any
and all service or process and any other notice in any such action, suit or proceeding shall be
effective against any party if given as provided in this Agreement; provided that nothing herein
shall be deemed to affect the right of any party to serve process in any other manner permitted by
law.




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If to the Company:



Opinion Research Corporation

600 College Road East (4th Floor)

Princeton, NJ 08540-6636

Attention: Chief Executive Officer

Fax # (609) 419-1830


If to the Executive:


Frank J. Quirk

2110 Foresthill Road

Alexandria, VA 22307




          (e) Entire Agreement and Modification. With the exception of the Employee Agreement
separately entered into between the parties, this Agreement constitutes the entire agreement
between the parties hereto with respect to the matters contemplated herein and supersedes all prior
agreements and understandings with respect thereto; including the Executive Agreement between the
Executive and the Company dated January 25, 2002. No amendment, modification, or waiver of this
Agreement shall be effective unless in writing. Neither the failure nor any delay on the part of
any party to exercise any right, remedy, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude
any other or further exercise of the same or of any other right, remedy, power, or privilege with
respect to such occurrence or with respect to any other occurrence.




          (f) Governing Law. This Agreement is made pursuant to, and shall be construed and
enforced in accordance with, the laws of the State of New Jersey and the federal laws of the United
States of America, to the extent applicable, without giving effect to otherwise applicable
principles of conflicts of law. The parties hereto expressly consent to the jurisdiction of any
state or federal court located in New Jersey, and to venue therein, and consent to the


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service of process in any such action or proceeding by certified or registered mailing of the
summons and complaint therein directed to the Executive or the Company, as the case may be, at its
address as provided in subsection (d) of this Paragraph 9. Nothing herein shall affect the
parties’ obligations to submit disputes to arbitration under Paragraph 9(a) of this Agreement.




          (g) Withholding. All payments hereunder shall be subject to any required withholding
of federal, state and local taxes pursuant to any applicable law or regulation.




          (h) Headings: Counterparts. The headings of paragraphs in this Agreement are for
convenience only and shall not affect its interpretation. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original and all of which, when taken
together, shall be deemed to constitute the same Agreement.




          (i) Further Assurances. Each of the parties hereto shall execute such further
instruments and take such other actions as the other party shall reasonably request in order to
effectuate the purposes of this Agreement.




     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	 	THE EXECUTIVE	 	 	 	 
	 	 	 	 	 	OPINION RESEARCH CORPORATION

 	 
	By:  	/s/ Frank J. Quirk	 	By:  	/s/ John F. Short

	 	Frank J. Quirk	 	 	John F. Short 
	 	 	 	 	 	Chairman and CEO 



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