exv10w2



 






EXHIBIT 10.2




OPINION RESEARCH CORPORATION

DEFERRED COMPENSATION PLAN

PARTICIPATION AGREEMENT




	 	 	 
	Name:                                                                                 

	Effective Date:     
                                                         , 20                    





Subject to the provisions of the Opinion Research Corporation Deferred Compensation Plan, as
amended (the “Plan”), I request that, pursuant to Section 3 of the Plan, compensation otherwise
payable to me by Opinion Research Corporation (the “Company”) be paid to me on a deferred basis as
indicated on this form.










			
	A.	 	Deferred Amount: Salary (check and complete (1) or (2)):












	 	 	 	 	 	 	 
	___

	 	 	(1	)	 	Defer ___% of my salary each pay period beginning on the effective date of this
Agreement.
	 
	 	 	 	 	 	 
	___

	 	 	(2	)	 	Defer $ ___of my salary each pay period beginning on the effective date of this
Agreement.












			
	B.	 	Deferred Amount: Bonus (check and complete (1) or (2)):












	 	 	 	 	 	 	 
	___

	 	 	(1	)	 	Defer ___% of any bonus attributable to service performed in 20___.
	 
	 	 	 	 	 	 
	___

	 	 	(2	)	 	Defer the lesser of $ ___or 100% of any bonus attributable to service performed
in 20___.












			
	C.	 	Payment Date (check and complete (1) or (2)):












     I elect to have payment of any amounts specified in Parts A and B of this Agreement, made to me as
specified below:



	 	 	 	 	 	 	 
	___

	 	 	(1	)	 	As soon as administratively feasible following the termination of my employment with
the Company. Please note, certain employees may be subject to a six month waiting period for
distributions as a result of federal tax law changes
	 
	 	 	 	 	 	 
	___

	 	 	(2	)	 	As soon as administratively feasible following the earlier of January 1, ___
(in-service payment date), or the termination of my employment with the Company. See note
above regarding six month waiting period requirements.












			
	D.	 	Change of Control Payment (check only if electing to be paid on Change of
Control):












	 	 	 
	___

	 	I elect to have payment made to me of my full benefit under the Plan in the event there is a
Change of Control (as defined in the Plan). Please note, the definition of Change of Control
may be modified to comply with certain changes in the federal tax laws.






- 25 -









 






OPINION RESEARCH CORPORATION

DEFERRED COMPENSATION PLAN

PARTICIPATION AGREEMENT




	 	 	 
	Name:                                                                                 

	 	Effective Date:    
                                                          , 20                    












			
	E.	 	Beneficiary Designation











My designated beneficiary(ies) with respect to benefits payable under the Plan in the event of my
death shall be (print instructions; use separate sheet if needed):




                                                                                                                                                                                    




                                                                                                                                                                                    




                                                                                                                                                                                    



                                                                                                                                                                                    










			
	F.	 	Election To Purchase Company Stock (check only if electing to purchase Company stock):












	 	 	 
	___

	 	I elect that, to the extent permitted under and consistent with the terms of any offering
period established under the Company’s Stock Purchase Plan for Non-Employee Directors and
Designated Employees and Consultants (the “Non- Qualified Stock Purchase Plan”), a portion of
the amount I have elected to have deferred from my taxable compensation under the applicable
provisions of this Agreement and which is payable subsequent to the effective date of this
Agreement, be used exclusively to purchase common stock of the Company under the terms of the
Non-Qualified Stock Purchase Plan, such stock to be thereafter held as a Permissible
Investment of my Plan Deferral Account under the terms of the Plan. I agree that this
election shall be irrevocable except prospectively and that any shares of stock acquired by
reason of this election shall be held and shall be distributed pursuant to the terms of the
Plan. This election shall be applicable to the following portion of each of my subsequent
deferrals:






	 	 	 	 	 	 	 
	 

	 	Deferred Amount: Salary
	 	 	 	$                                         or                                         %
	 

	 	Deferred Amount: Bonus
	 	 	 	$                                         or                                         %





Excess Amounts. I understand that if my election, as set forth above, would result in an
election of any amount in excess of the amount that may be used for the purchase of shares under
the Non-Qualified Stock Purchase Plan for any offering period thereunder, such excess shall be
treated as of the end of the offering period as a deferral under the Plan to which the above
election does not apply.




- 26 -









 








OPINION RESEARCH CORPORATION

DEFERRED COMPENSATION PLAN

PARTICIPATION AGREEMENT




	 	 	 
	Name:                                                                                 

	 	Effective Date:    
                                                          , 20                    












			
	G:	 	Stock Purchase Plan Waiver











I hereby agree that, under the terms of the Plan, my election set forth in Section F above also
obligates me to waive certain rights which I might otherwise have under the terms of the
Non-Qualified Stock Purchase Plan and, by executing this Agreement, I hereby waive all such rights
as required under the terms of the Plan, including, but not limited to any rights that I may have
to beneficial ownership of any stock acquired pursuant to such election or to receive a
distribution of, hold, control, or otherwise take custody of any such stock or certificates or
other documents indicating ownership of such shares of the stock until such time as such beneficial
ownership or distribution is permitted under the terms of the Plan. I also understand that I agree
not to revoke my election under Section F of this Participation Agreement, or any corresponding
election deemed to have been made to purchase stock under the terms of the Non-Qualified Stock
Purchase Plan, except prospectively, and waive any right to revoke such election as I may have
under the terms of the Non-Qualified Stock Purchase Plan. I further understand that all shares
purchased by reason of this election shall be distributed in-kind and in no other form of payment.










			
	H.	 	Limited Power of Attorney











I hereby acknowledge that amounts that I elect to defer from my taxable compensation under this
Agreement and do not use to purchase Company stock are deposited into a brokerage account in the
name of the Plan. The Company may choose to grant me a limited power of attorney to invest these
amounts in Permissible Investments at my discretion. In no case may I withdraw funds or securities
from the account. If such limited power of attorney is granted, it may be rescinded at any time
without notice.










			
	I.	 	Execution











I have read the Opinion Research Corporation Deferred Compensation Plan and the Opinion Research
Non-Qualified Stock Purchase Plan, and understand that this Agreement shall be effective as of the
date prescribed by the Plan, and that amounts deferred under the Plan in accordance with this
Agreement shall be paid to me only in accordance with the terms of the above referenced Plans and
this Agreement.




	 	 	 
	Signature:                                                                                

	 	Signature Date:                                                              , 20                    





Submit this form to The Opinion Research Corporation Deferred Compensation Plan
Administrative Committee, Attention: Carol Moss




TO BE COMPLETED BY THE ADMINISTRATIVE COMMITTEE





- 27 -









 








	 	 	 
	Signed:                                                             

	 	Agreement Submission Date:                                                            
	Print Name:                                                             

	 	Committee Signature Date:                                                            







- 28 -