Exhibit 10.17
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Xxxx X. Xxxxxxx Dictaphone Corporation
Chairman and 0000 Xxxxxxxxxxx Xxxxxx
Chief Executive Officer Xxxxxxxxx, XX 00000-0000
phone 000.000.0000
fax 000.000.0000
[DICTAPHONE LOGO]
July 9, 1997
Xx. Xxxxxx X. Xxxxxxxxxx
Vice President and Chief Financial Officer
Dictaphone Corporation
0000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Dear Xxx:
Reference is made to the employment letter agreement (the "Letter
Agreement") dated July 21, 1995 by and between Dictaphone Corporation
("Dictaphone") and you.
This letter will set forth our agreement with respect to certain aspects of
your employment relationship with Dictaphone; provided, however, that, except as
specifically modified herein, the provisions of the Letter Agreement shall
remain in full force and effect.
In order to induce your continued employment with Dictaphone and for other
good and valuable consideration, including but not limited to your past
performance, receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Salary. Your annual base salary is hereby increased to $275,000,
effective as of July 1, 1997;
2. Bonus Arrangements.
2.1 Guaranteed Bonuses. In respect of each of the calendar years 1997 and
1998, you shall be paid a minimum guaranteed bonus equal to fifty percent (50%)
of your base salary, payable in the first quarter of 1998 and 1999,
respectively.
July 9, 1997
Page 2
3. Additional Severance Arrangements. Without limiting or modifying the
severance benefits described in the Letter Agreement, it is agreed that you
shall be entitled to the following additional severance benefits:
3.1 In the event that you elect to terminate your employment (for any
reason whatsoever) with Dictaphone any time after December 31, 1997, you shall
be paid immediately by Dictaphone, in a lump sum, an amount equal to two times
your annual base salary, in addition to such other severance benefits (other
than salary continuation) customarily paid by Dictaphone for executives of your
level. For example, if you were to resign your position with Dictaphone on
January 2, 1998, you would be entitled to receive the sum of $550,000 (before
withholding, taxes, etc.) as a termination payment.
3.2 In the event of such termination by you of your employment with
Dictaphone, Dictaphone shall immediately pay to you that portion of the
guaranteed 1997 or 1998 bonuses accrued and unpaid to the date of termination.
For example, if you were to resign on February 1, 1998, you would be entitled to
be paid (i) your accrued guranteed bonus (if any) with respect to 1997 and
(ii)one-twelfth of the guaranteed bonus with respect to 1998.
Please indicate your acceptance of this Agreemnet by signing in the space
provided below.
Sincerely
Dictaphone Corporation
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Chairman and Chief Executive Officer
Agreed to and Accepted:
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Xxxxxx X. Xxxxxxxxxx
Dated: 7/11/97
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