Right Management Consultants Inc Watch

from 10-Q ~5 pages Material contract

from 10-Q 1 page Material contract

from 10-Q ~5 pages Material contract

from 10-K ~5 pages Material contract

from 10-K ~5 pages Material contract

from 10-Q 1 page Articles of Amendment to the Articles of Incorporation of Right Management Consultants, Inc. the Undersigned Business Corporation, Desiring to Amend Its Articles of Incorporation, in Compliance With the Requirements of Section 1915 of the Pennsylvania Business Corporation Law of 1988, Hereby Certifies That: 1. the Name of the Corporation Is: Right Management Consultants, Inc. 2. the Name of the Corporation's Commercial Registered Office Provider and the County of Venue Is: C/O the Prentice-Hall Corporation System (Dauphin County) 3. the Statute Under Which the Corporation Was Incorporated Is the Pennsylvania Business Corporation Law of 1933. 4. the Date of Its Incorporation Is: November 13, 1980 5. the Amendment Was Adopted by the Board of Directors Pursuant to 15 PA.C.S. Ss.1914(c). 6. the Amendment Adopted by the Corporation, Set Forth in Full, Is as Follows: The Aggregate Number of Shares Which the Corporation Shall Have Authority to Issue Is: Forty Five Million (45,000,000) Shares of Common Stock, Par Value of $0.01 Per Share; and One Million (1,000,000) Shares of Preferred Stock, No Par Value. <page> the Board of Directors May Issue in One or More Class or Series, Shares of Preferred Stock, With Full, Limited, Multiple, Fractional or No Voting Rights, and With Such Designations, Preferences, Qualifications, Privileges, Limitations, Restrictions, Options, Conversion Rights or Other Special or Relative Rights as Shall Be Fixed From Time to Time by the Board of Directors. Shareholders Shall Not Have the Right to Cumulate Their Shares in Voting for the Election of Directors. in Witness Whereof, the Undersigned Corporation Has Caused These Articles of Amendment to Be Signed by Its Duly Authorized Officer This 18th Day of September, 2002. Right Management Consultants, Inc. By: S/ Richard J. Pinola Richard J. Pinola, Chief Executive Officer

from 10-K >50 pages Material contract

from 10-K ~50 pages Material contract

from 10-K ~10 pages Material contract

from 10-K 1 page Amendment to Employment Agreement This Amendment to Employment Agreement Is Made as of the 1st Day of January 2002 by and Between Right Management Consultants, Inc., a Pennsylvania Corporation and John J. Gavin. Whereas, the Company and Employee Entered Into an Employment Agreement as of January 1, 1999 (The "1999 Employment Agreement"). Pursuant to the Earlier Agreement Employee Has Been Continuously Employed by the Company Since January 1, 1999. Defined Terms Used Herein, Shall Have the Same Meaning as Ascribed to Them in the 1999 Employment Agreement, Unless the Context Herein Requires a Different Interpretation. Whereas, the Company Desires to Continue the Employment of Employee, in Accordance With the Terms of the 1999 Employment Agreement, Except as Modified Herein, and Employee Desires to Accept Such Employment. Now, Therefore, in Consideration of the Facts, Mutual Promises and Covenants Contained in the 1999 Employment Agreement, and Herein, and Intending to Be Legally Bound Hereby, Company and Employee Agree as Follows: 1. Term. Term of Employee's Employment With Company Shall Be Extended for a Three (3) Year Period Commencing as of January 1, 2002 and Continuing Up to and Through December 31, 2004. 2. Base Salary. the Base Salary Provided for in Section 4(a) of the 1999 Employment Agreement Is Amended to Three Hundred and Eighty-Five Thousand Dollars ($385,000). the Corresponding References in Section 3(c) (Regarding Change of Control) and Section 6(a) (Regarding Severance Compensation) Are Amended to Three Hundred and Eighty-Five Thousand Dollars ($385,000). 3. Ratification in All Other Respects. the 1999 Employment Agreement Is Hereby Ratified and Affirmed. in Witness Whereof, the Parties Have Executed and Delivered This Agreement as of the Date First Above Written. Right Management Consultants, Inc. By: /S/ Charles J. Mallon Charles J. Mallon, Executive Vice President Employee /S/ John J. Gavin John J. Gavin

from 10-K 1 page Material contract

from 10-K 1 page Amendments to Right Management Consultants Inc. Savings Plan the Plan Named Above Gives the Employer the Right to Amend It at Any Time. According to That Right, the Plan Is Amended as Provided Below: 1. Following a Member's Entry Date (Reentry Date, if Applicable) a Member's Elective Deferral Agreement May Become Effective on Any Quarterly Date. the Current Plan Document Allows for Semi-Annual Changes. 2. Remove the Provision Allowing Participants to Contribute Voluntary Contributions Into the Plan. 3. Effective January 1, 2000 Please Have Forfeitures Used to Reduce Contract Expenses and Any Excess Is to Be Used for Future Employer Contributions. 4. Allow Employees to Be Eligible After Having Completed Six Months of Service, With Quarterly Entry. the Elapsed Time Method Is to Be Used. 5. Effective December 7, 2000 Allow Eligible Employees to Enter the Plan and Make Deferral Changes Monthly. Other Then 3 and 5 Above, the Effective Date of These Changes Should Be April 1, 2000

from 10-K 1 page Right Management Consultants, Inc. Amendment to the 1996 Employee Stock Purchase Plan (The "Plan") the Purpose of the Plan Is to Provide Employees a Continued Opportunity to Purchase Rmci Common Stock. the Plan Is Amended, Effective January 1, 2001, as Provided Below: 1. Eligibility to the Plan Begins on the First of Any Month for Those Employees Who Have Completed One-Half Year of Service. the Current Plan Document Provides for Eligibility on January 1, April 1, July 1, and October 1, for Employees Who Have Completed One-Half Year of Service. 2. an Eligible Employee May Participate in the Plan Beginning With the First of Any Month, While the Plan Is in Effect. the Current Plan Document Provides for Participation on January 1, April 1, July 1, and October 1, for Eligible Employees. 3. the Purchase Price for Each Share Purchased Shall Be 85% of the Average of the Closing Bid and Ask Prices on the Last Business Day of the Month and This Is Defined as the "Investment Date"

from 10-K 1 page Amendments to the Right Management Consultants, Inc. Directors' Stock Option Plan the Following Sets Forth the Amendments to the Right Management Consultants, Inc. Directors' Stock Option Plan: 1. the First Sentence of Paragraph 8(a) Is Revised to Read in Its Entirety as Follows: Commencing in 2001 and Continuing Until the Termination of the Plan in Accordance With Section 7, Each Person Who Is Then a Non-Employee Director Shall Be Granted, on the Last Business Day of Each Calendar Year (Each a "Grant Date"), an Option to Purchase Five Thousand (5,000) Shares (Which Number Is Subject to Adjustment as Provided in Section 10 of the Plan). 2. the Following Language Is Added to the Third Sentence of Paragraph 8(a): Provided, However, the Number of Shares Exercisable Shall Not Increase After the Date the Optionee's Service as a Member of the Board of Directors Terminates for Any Reason Other Than Disability or Death, Except in Accordance With Paragraph 10 Relating to Adjustments on Change in Capitalization. 3. Paragraph 8(b)(i) Is Hereby Revised to Read in Its Entirety as Follows: (I) for Options Granted Before December 2001, the Expiration of Five (5) Years From and Including Such Option's Grant Date, and for Options Granted as of December 2001, the Expiration of Ten (10) Years From and Including Such Option's Grant Date; and 4. Paragraph 8(b)(ii) Is Hereby Deleted for All Options Granted After the Effective Date of This Amendment. the Text to Be Deleted Consists of the Following: (II) the Expiration of Three (3) Months From and Including the Date the Optionee's Service as a Member of the Board of Directors Terminates for Any Reason Other Than Disability or Death; or 5. Paragraph 8(b)(iii) Is Hereby Renumbered as 8(b)(ii). 6. the Effective Date of the Amendment Is March 22, 2001

from 10-K ~20 pages Material contract

from 10-Q ~5 pages Material contract

from 10-K ~10 pages Material contract

from 10-K 1 page Material contract

from 10-K 1 page <page> Amendment to Right Management Consultants, Inc. 1993 Stock Incentive Plan the 1993 Stock Incentive Plan of Right Management Consultants, Inc. Is Hereby Amended as Follows: 1. Shares Subject to Plan. the Aggregate Maximum Number of Shares for Which Options May Be Granted Pursuant to the Plan Is Increased by the Addition of Seven Hundred and Fifty Thousand (750,000) Shares, Subject to Adjustment as Provided in Section 11 of the Plan. 2. Term of the Plan. the Provision of Section 7 of the Plan Which Provides That No Option May Be Granted Under the Plan After October 27, 2002 Is Hereby Amended to Provide That No Option May Be Granted Under the Plan After December 31, 2003. in All Other Respects, the 1993 Stock Incentive Plan Is Ratified and Affirmed. This Amendment to the Plan Has Been Adopted by the Board of Directors of Right Management Consultants, Inc. on March 25, 1999, Subject to Approval by the Shareholders. if the Amendment Is Not So Approved on or Before March 24, 2000, All Options Granted Under the Amendment Shall Be Null and Void; Provided, However That Options Granted Under the 1993 Stock Incentive Plan Up to an Aggregate Maximum Number of Shares for Which Options May Be Granted Without the Amendment Will Not Be Effected if the Amendment Not Be Approved by the Shareholders

from 10-K ~20 pages Material contract