exv10w1



 




Exhibit  10.1




AGREEMENT




[Vaststellingsovereenkomst]



THE UNDERSIGNED:





	(1)	 	FORRESTER RESEARCH B.V., (the “Employer”) a private limited company whose registered office
and place of business is in Amsterdam, for the purpose of this Agreement lawfully represented
by Warren Hadley;






	 	 	and






	(2)	 	Mr ROBERT WALTER DAVIDSON, (the “Employee”) born on 13 July 1947, residing at Keizersgracht
369 B in Amsterdam;





WHEREAS:





	(A)	 	the Employee entered into the service of (the legal predecessor of) the Employer on 5 June
2001 on the basis of an employment contract for a fixed period of time, his most recent
position being managing director;






	(B)	 	the Employee’s annual OTE salary (base and variable) is EUR 253,774 gross,
including holiday pay;






	(C)	 	the Employer has informed the Employee that the Employer wishes to terminate the employment
contract;






	(D)	 	the Employee has objected to the intended termination of his employment contract;










	(E)	 	the parties have fully explained their position to one another but this did not result in
mutual acceptance of views;






	(F)	 	the Employer has subsequently decided to convene a shareholders meeting requesting the
termination of the employment contract between the parties as at 30 June 2006, as annexed to
this Agreement (annex I);






	(G)	 	the Employee has decided to oppose to the requested termination referred to under (F) in
accordance with the minutes of the shareholders meeting (annex II);




 









 












	(H)	 	the parties have consulted one another to arrange the consequences of the termination of the
employment contract in the event that the shareholders meeting should decide to terminate the
employment contract;





HAVE AGREED AS FOLLOWS:





	1.	 	The Employer and Employee will use their best efforts to ensure that the date of the
shareholders decision shall be before 31 May 2006 and that the employment contract shall be
terminated as at 30 June 2006.






	2.	 	At the Employer’s first request, the Employee will voluntarily resign from any other
office he may hold within the Forrester group.






	3.	 	The Employee shall remain entitled to salary payments, holiday pay and any customary
benefits he is currently entitled to under the employment contract until the termination of
the employment contract, unless expressly otherwise provided hereunder.






	4.	 	At the end of the employment contract all outstanding claims of the employer and the
Employee will be settled. Within one month of termination of the employment contract the
Employer shall give the Employee a final salary statement and complete the financial
arrangements.






	5.	 	The Employee’s holiday leave entitlement accrued but not taken shall be paid in cash at
the end of the employment.






	6.	 	Assuming that the employment will end on 30 June 2006, the Employer shall pay to the
Employee compensation to replace lost income for several years of EUR 227,802.70 gross, to
be paid in a manner indicated by the Employee unless such is contrary to any statutory
provision and unless such is financially disadvantageous to the Employer. Payment of this
compensation shall be effected within one month after termination of the employment
contract.






	7.	 	If the Employee wishes to receive the full sum or any part thereof by way of a stamrecht
(annuity; future right to periodic payments) as referred to in Section 11 (1) (g) of the Wet
op de Loonbelasting 1964 (Wages and Salaries Tax Act) by direct payment of the said sum,
without withholding the statutory deductions, to an insurance company or a Stamrecht B.V.,
the Employer shall not object if such should mean that the Employer incurs no additional
costs. After receiving the required documentation, the Employer shall transfer the
compensation (directly) to the stamrecht insurer. If the insurer is a recognised insurance
company, the documentation should include a copy of the insurance policy (or the final
offer) which must mention that this insurance is a stamrecht (or annuity) as defined




 









 






	     	 	under Section 11(1)(g) of the Wet op de Loonbelasting 1964. If a Stamrecht B.V. acts as
insurer, the documentation should include a signed stamrecht contract and an extract from
the Commercial Register which shows that the Stamrecht B.V. has been established.






	     	 	Notwithstanding the term of payment mentioned in article 6, the Employer shall
proceed to pay the compensation within one week of the required documentation
has been presented to him.






	  8.	 	The Employer shall pay all accounting costs of preparation and filing of the
Employee’s tax returns for 2006 upon receipt of an invoice to that extent in the
name of the Employer.






	  9.	 	The Employee shall make all efforts possible to obtain a statutory benefit under
the Unemployment Act.






	10.	 	At the end of the employment contract the Employee’s participation in the pension scheme
and the related arrangements shall end. The Employer shall settle the pension scheme for the
benefit of the Employee in conformity with his obligations, arising either from contract
and/or statute.






	11.	 	The non-competition clause agreed between the parties shall remain in full
effect.






	12.	 	The duty of confidentiality imposed on the Employee in respect of the Employer’s business
operations in the broadest sense shall remain in full effect, unless the Employee has a
statutory duty to disclose such information.






	13.	 	At the end of the employment contract the Forrester Stock Option Plan and the Option
Certificates the Employee may hold will remain in force. Consequently, pursuant to article 6
of the Option Certificate, the Employer points the Employee’s attention to the following
excerpt, which applies to his circumstances:






“Notwithstanding Paragraph 3 above, all or any part of this Option, to the extent
unexercised, shall terminate immediately upon the earliest to occur of the
following:




	 	(b)	 	The expiration of three months from the date of termination
of the Holder’s employment by the Company or any of its subsidiaries....”






	14.	 	At the end of the employment contract all insurances and/or schemes in which the Employee
participates under his employment contract with the Employer shall cease to be effective.




 









 












	15.	 	The Employee will return to the Employer, not later than 30 June 2006, all property
(including a mobile phone and portable computer) and/or documents made available to him/her
in the context of his/her employment, including (copies of) any data related to the business
of the Employer such as quotations, customer lists and the like, whether or not recorded on
information carriers.






	16.	 	The Employer and the Employee shall observe confidentiality about all things agreed
between them in the context of the termination of the contract of employment, unless either
party is required to disclose such information under any statutory provision.






	17.	 	After fulfilling the obligations under this Agreement, the Employee shall not have any
claims against the Employer (and/or any affiliated company/enterprise) under either the
employment contract, its termination or otherwise and the Employer shall have no claims
against the Employee on account of the employment, its termination or otherwise and the
parties shall grant each other full and final acquittance in that respect.






	18.	 	This Agreement is a “vaststellingsovereenkomst” as defined in Section 7:900 of the
Netherlands Civil Code. Therefore, Sections 7:900 through 7:906 of the Netherlands Civil
Code are applicable to this Agreement.






	19.	 	If at the time of signature of this agreement the Employee is found to have
entered into an employment contract with another employer, or his prospects of
doing so are promising, or the Employee is found to have concealed relevant
information, the entitlement to compensation as meant in article 6 shall cease to
be effective and all further terms and conditions under this agreement shall remain
in effect.




Signed and agreed in duplicate on 16th March 2006 in Amsterdam.




	 	 	 
	/s/
	 	/s/
	 
	 	 
	The Employer
	 	the Employee