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EXHIBIT 10.55
July 1, 1998
Xx. Xxxxxx X. Xxxxx
00 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Dear Don:
You and Wang Laboratories, Inc. ("Wang") are parties to a Letter Agreement
dated February 12, 1997, pursuant to which you are employed by Wang (the
"Employment Letter"). The Employment Letter superceded and restated a prior
employment agreement dated March 9, 1993, and amended on April 26, 1995. You and
Wang have now agreed to amend the Employment Letter as follows:
1. Paragraph 2 of the Employment Letter is hereby deleted in its
entirety. The following paragraph is added in substitution thereof:
The terms and conditions of this letter will be in full force and effect
for a three (3) year period commencing on July 1, 1998 and terminating on
June 30, 2001, unless otherwise terminated as set forth in paragraph 4
below. As of June 30, 2001, your employment status will be at will.
2. Paragraph 3(a) of the Employment Letter is hereby deleted in its
entirety. The following paragraph is added in substitution thereof:
(a) Yearly Payments
Your yearly base salary and bonus will be as authorized from time to time
by Wang's Chief Executive Officer and Organization, Compensation and
Nominating Committee, and as reflected in the minutes of that Committee's
meetings maintained in the ordinary course of business. Your salary and
bonus plan target percentages will be
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reviewed annually for possible upward adjustment at the discretion of the
Company.
3. Paragraph 4 of the Employment Letter is hereby deleted in its
entirety. The following paragraph is added in substitution thereof:
(a) In the event that your employment with the Company is involuntarily
terminated (other than "for cause" (a term which includes but is not
limited to the standards set forth in Wang's Standards of Ethics and
Business Conduct booklet) or because of your death) or (b) (i) if your work
location is moved more than thirty (30) miles from your current work
location, (ii) there is an adverse change in your job responsibilities
(other than a mere change in title), (iii) if, without your consent, you
cease to be the principal technology officer of the Company, unless you
remain the senior operating officer of a significant operating unit of the
Company, or (iv) if, during the term of this Agreement, either or both of
your annual base salary or target bonus is decreased from the level it was
at immediately prior to such decrease (a "Decrease Event"), and upon the
occurrence of an event specified in subparts (i) through (iv), you resign,
then (c) Wang will pay you (i) immediately upon termination or resignation,
a lump sum payment equal to six (6) months of your salary and target bonus,
plus (ii) commencing on the termination or resignation date and ending
twelve (12) months thereafter, a salary continuance of twenty-four (24)
semi-monthly payments. Each such payment shall be equal to one twenty-forth
(1/24) of your annual salary plus target bonus at 100% performance, at the
time of your termination, (provided that if your termination follows the
occurrence of a Decrease Event, then the salary and target bonus levels
will be those in effect immediately prior to any such decrease), plus (iii)
at such time as Wang pays executives generally under the applicable annual
management incentive plan, the pro rata share of your target bonus (and in
the case of a Decrease Event at the target level immediately prior to such
decrease), calculated at the 100% achievement for individual objectives and
at an achievement level equal to Wang's actual performance (as used for
calculating the payout to other executives measured on the same basis) for
financial targets for the year in which your employment was terminated
through the date of your termination (less any amount thereof previously
paid to you). During this salary continuation
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period, Wang will continue to provide you with health and dental benefits
pursuant to the provisions of the Consolidated Omnibus Budget
Reconciliation Act ("COBRA"). Wang shall pay the applicable COBRA premium
for you during this continuance period. Other employee benefits will not be
continued during this salary continuance period. If your work location is
moved more than thirty (30) miles from your current work location and you
choose to relocate, the Company will reimburse your moving expenses in
accordance with the Company Relocation Policy-Domestic.
In the event you become employed at any time during the twelve (12)-month
salary continuance period, all remaining salary continuance payments shall
terminate as of your date of hire by your new employer, except to the
extent that the total annual compensation for your new employment is less
than the total of your remaining salary continuance payments and, in such
event, the Company shall only pay that amount equal to the difference.
4. The following paragraph 7 is added to the Employment Letter:
7. NON-COMPETITION
By signing this letter, you agree as follows:
(a) During the period of your employment with Wang, and for a period of
twelve (12) months following the termination of your employment, you agree
that you will not, without the prior written consent of Wang, which shall
not unreasonably be withheld, directly or indirectly, whether as a
principal, agent, employee, consultant, contractor, advisor,
representative, stockholder (other than as a holder of an interest of one
percent (1%) or less in the equity of any corporation whose stock is traded
on a public stock exchange), or in any other capacity:
(1) provide services, advice or assistance to any business, person or
entity which competes in the United States directly, as a primary focus
of its business, with Wang or any of its subsidiaries or affiliates in
the offer, sale or delivery of those desktop and network services which
constitute more than twenty percent
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(20%) of Wang's revenues in the prior twelve month period or, with
respect to new product or service offerings, those which are material
to Wang and for which you had responsibility and material and direct
involvement ("Competes") (except that this restriction shall not apply
if you provide services, advice or assistance to or within a separate
division or operating unit, of any such business, person or entity,
that does not itself Compete with Wang or any of its subsidiaries or
affiliates and you have no substantive involvement with any part of
such business, person or entity that does Compete with Wang); or
(2) intentionally entice, induce or solicit, or attempt to entice,
induce or solicit, any individual or entity having a business
relationship with Wang, whether as an employee, consultant, customer or
otherwise, to terminate or cease such relationship.
(b) If your employment is involuntarily terminated
other than for cause or as a result of your death or if you resign as the
result of one of the reasons set forth in paragraph 4(b) herein, the
restrictions set forth in subparagraph 7(a) above shall apply only during
your employment and for six (6) months thereafter.
(c) The parties represent and agree that any breach of this paragraph 7 is
likely to cause irreparable injury to Wang, and that damages for any breach
of this paragraph are difficult to calculate. Therefore, upon breach of
this paragraph Wang shall, at its election, be entitled to injunctive and
other equitable relief. However nothing in this sub-paragraph shall limit
Wang's right to seek any relief or remedies, including damages, to which it
may be entitled.
(d) It is the intention of the parties that the restrictions contained in
this paragraph 7 be reasonable as to time, geographic scope, and in all
other respects. The parties
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also intend that this paragraph be enforced to the fullest extent
permissible. Therefore, in the event that any provision of this paragraph
shall be determined by the court to be unreasonable, invalid or
unenforceable such determination shall not invalidate or render
unenforceable the remainder of this paragraph, and the restrictions of this
paragraph shall be enforced insofar as possible.
(e) Notwithstanding the provisions of paragraph 2 of this agreement, this
paragraph 7 shall survive the termination of this agreement.
(f) In the event of any inconsistency or conflict between the language of
this paragraph and the provisions of the Wang General Employment Agreement
signed by you on or about October 2, 1991, and in the event that this
paragraph 7 imposes obligations on you in excess of those imposed by said
General Employment Agreement, the provisions of this paragraph shall
govern.
(g) This paragraph 7 shall be governed by the laws of the Commonwealth of
Massachusetts, and you agree that any suit for violation of this paragraph
may be brought in any court of competent jurisdiction located within the
Commonwealth of Massachusetts.
The Employment Letter is hereby ratified and confirmed, except as expressly
modified herein.
WANG LABORATORIES, INC.
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