Exhibit 10(ll)
FORM OF
AMENDMENT TO EMPLOYMENT AGREEMENT
(Dated as of November 4, 1998)
This Amendment to Employment Agreement is dated as of November 4, 1998
and entered into between Data General Corporation (the "Company") and
________________________ (the "Executive").
Reference is made to that Employment Agreement dated
_________________________ between the Executive and the Company (as and if
previously amended, the "Employment Agreement").
Whereas the parties, for good and sufficient consideration, the receipt
and sufficiency of which is hereby confirmed, wish to amend the Employment
Agreement to clarify the meaning of certain terms used therein;
Now, therefore, the parties agree as follows:
1. In order to expand the definition of Option Plans to
include the Data General Corporation 1998 Stock Option Plan, the first
sentence of Subsection 6(d)(i)(D) of the Employment Agreement is hereby
amended by so that it reads as follows:
"D. in the event that the Executive's employment with the
Company is terminated pursuant to this Section 6(d) prior to the date
on which a Change of Control occurs and, as a result of such
termination of employment, (a) the Executive forfeits (an "Option
Forfeiture") any option (an "Option") to purchase shares of stock of
the Company granted pursuant to the Data General Corporation Restricted
Stock Option Plan (or any successor plan thereto) or the Data General
Corporation Employee Stock Option Plan (or any successor plan thereto)
or the Data General Corporation 1998 Employee Stock Option Plan (or any
successor plan thereto) (collectively, the "Option Plans") and/or
(b) any shares of stock of the Company acquired by the Executive upon
exercise of an Option which, as of the date of such termination of
employment of the Executive, are subject to restrictions on disposition
and obligations of resale to the Company pursuant to the terms of any
Option Plan have been resold to the Company in accordance with such
obligations of resale (a "Restricted Stock Resale"), then the Executive
shall be entitled to receive an additional lump-sum severance benefit
equal to the sum of the Option Spread (as defined below) with respect
to any Option Forfeiture and the Restricted Stock Resale Shortfall (as
defined below) with respect to any Restricted Stock Resale."
Except as hereby amended, the Employment Agreement is hereby ratified
and confirmed.
IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of November 4, 1998.
DATA GENERAL CORPORATION
By: _____________________ _____________________________
Xxxxxx X. Skates Print name: _________________
President and C.E.O.