Exhibit 10(m)
[EDS LOGO]
April 20, 1999
Xx. Xxxx Xxxx
000 Xxxxxxxx Xxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
Dear Troy:
It is my pleasure to confirm your offer of employment with EDS, upon the terms
set forth in the attached term sheet. Please signify your acceptance of such
employment by signing as indicated below and return it to my office. It should
be noted that your employment actually commenced on April 13, 1999. This letter
agreement may be executed in counterparts.
Xxxx, I am very pleased and proud to have you join our senior executive team.
Please contact me with any questions. If I am unavailable, please contact Xxxx
Xxxxxx at (000) 000-0000.
Xxxxxxx X. Xxxxx
Chairman of the Board
Chief Executive Officer
Accepted by: /s/ XXXX X. XXXX Date: 04/28/99
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Xxxx X. Xxxx
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Executive Vice President, of Leadership and Change Management
Hiring Package Valuation
At Current Cash Value
Base $ 375,000
Bonus at Target $ 375,000
Stock Options $3,200,000
(200,000 options)
(b/s value $16.00)
Signing Bonus
Restricted Stock Units $ 250,000
(FM V/5,000 shares)
($50 per share)
TOTAL $4,200,000
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Summary of Principal Terms of
Employment Agreement between
Xxxx Xxxx ("Executive") and
EDS ("Company")
1. Position: Executive Vice President, of Leadership and Change
Management.
2. Annual Salary: Initial $375,000, subject to increase thereafter.
3. Bonus: Executive bonuses are determined annually. Executive will be
a participant in the Company's Executive Bonus Plan. Actual
awards are based upon corporate and individual performance.
The annual target award for 1999 and 2000 will be $375,000.
You will have the opportunity to earn up to two times the
annual target bonus if awards are granted to senior
executives by the Board of Directors.
4. Group/Executive Benefits:
Participation by Executive and his family, on terms not less
favorable to Executive than the terms offered to other
senior executives of the Company, in any group life,
hospitalization or disability insurance plan, health program
(with COBRA equivalent premiums paid on a tax grossed-up
basis during any waiting period), pension, 401(k) and
similar benefit plans (qualified, nonqualified and
supplemental) or other fringe benefits of the Company.
5. Pension Benefits:
Executive will be eligible to participate in the Company's
Pension and Supplemental Executive Retirement Plan.
6. Equity Based Incentive Compensation:
a) Initial grant of options under the EDS 1996 Incentive
Plan with respect to 200,000 options to vest 100,000 on
or about March 1, 2000 and 100,000 on or about March 1,
2001. Once vested, that portion of the option will be
exercisable for five years. The exercise price for the
options will be equal to the mean of the highest and
lowest prices on the NYSE on the date of commencement of
employment.
b) Grant of 5,000 restricted stock units under the EDS 1996
Incentive Plan on date of employment.
c) Executive shall be eligible to receive future grants
under the Company's stock incentive programs consistent
with competitive pay practices generally and with awards
made to other senior executives of the Company.
d) All equity-based awards will fully vest upon a change of
control.
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7. Events Triggering Severance Benefits:
Upon the termination of Executive's employment by the
Company without Cause prior to March 1, 2001, Executive will
be entitled to receive the severance benefits described in
item 8 below.
8. Severance Benefits:
In the event of a termination of employment described in
item 7 above, Executive will be entitled, in lieu of any
other severance benefits (other than those described
elsewhere herein), to:
a) Lump sum payment of two times the sum of Executive's (i)
final annual salary and (ii) most recent annual
performance bonus target.
b) Payment of a performance bonus at target for the year of
termination, pro-rated for the portion of the year
elapsed through date of termination.
9. Change of Control Employment Agreement:
Executive will be extended a Company Change of Control
Employment Agreement applicable to its other senior
executive officers.
10. Relocation:
The Company will pay all costs of relocation of Executive to
the Dallas Metropolitan area. All relocation benefits will
be grossed-up for applicable taxes. Upon termination of
Executive's employment by the Company without Cause, Company
will pay all costs of relocation of Executive to the
Orlando, Florida Metropolitan area, including the purchase
of Executive's residence in Plano, Texas. All relocation
benefits will be grossed-up for applicable taxes.
11. Non-Competition and Confidentiality Agreement:
Executive shall execute the Company's Non-Competition and
Confidentiality Agreement applicable to senior executive
officers.
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Exhibit A
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"Cause" means: the Executive has (a) been convicted of, or pleaded guilty or
nolo contendere to, a felony involving theft or moral turpitude, or (b) engaged
in conduct that constitutes willful gross neglect or willful gross misconduct
with respect to employment duties, resulting, in either case, in material
economic harm to the Company; provided, however, that no act or failure to act
on the part of the Executive shall be considered "willful" unless it is done, or
omitted to be done, by the Executive in bad faith and without reasonable belief
that the Executive's action or omission was in the best interests of the
Company, and no act or omission will constitute Cause unless the Company has
given detailed written notice thereof to Executive and he then fails to promptly
remedy the act or omission.
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Xxxxxxxx XX to Summary of Principal Terms of
Employment Agreement between
Xxxx X. Xxxx ("Executive") and EDS ("Company")
The agreement dated April 20, 1999 is hereby amended to include the following
provision to Paragraph 5, Pension Benefits:
"For all benefit purposes, including, but not limited to the Company's
Supplemental Retirement Plan (the "SERP"), Executive joined the Company with ten
(10) years of seniority."
/S/ XXXXXXX X. XXXXX Date: 15 Dec '99
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Xxxxxxx X. Xxxxx
Chairman of the Board and
Chief Executive Officer
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