EXHIBIT (c)(8)
NetFRAME Systems Incorporated
CHANGE OF CONTROL AGREEMENT FOR ((LASTNAME))
CHANGE OF CONTROL
"Change of Control" shall mean the occurrence of any of the following
events:
Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becomes the "beneficial owner"
(as defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of NetFRAME Systems Incorporated (herein, the Company)
representing fifty percent (50%) or more of the total voting power
represented by the Company's then outstanding voting securities; or
A merger or consolidation of the Company with any other corporation
(herein, successor employer), other than a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least fifty percent (50%) of the total voting power represented
by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all
or substantially all the Company's assets.
In the event of a change of control which results in ((LastName))'s
involuntary termination without cause or constructive termination which
occurs within twelve months following a change of control, ((LastName))
shall be entitled to the compensation and benefits outlined herein.
Termination refers to termination of employment other than for "cause",
retirement, death, disability or voluntary resignation, unless the
voluntary resignation is for "good reason" (significant reduction in
duties, a reduction in annual salary or hours of work, a change in work
location requiring a significantly longer commute [greater than 30 miles
more than present commute], or a substantial reduction in the kind and
level of benefits). These compensation and benefits are granted in
consideration for ((LastName)) agreeing to remain as an employee with the
Company, or successor employer, following a change of control and
maintaining satisfactory performance throughout the timeframe prior to the
change of control. The compensation and benefits detailed below are
payable upon ((LastName))'s involuntary termination without cause or
constructive termination from the Company or successor employer, which
occurs within twelve months following a change of control, except as
provided below with respect to stock options.
Initials _____________ Date ______________
COMPENSATION AND BENEFITS
((LastName)) shall receive six months severance pay at
((Gender)) gross base salary rate plus target bonus, if applicable, as of
the legal date of the change of control, payable in a lump sum within 3
business days after ((LastName))'s involuntary termination without cause
or constructive termination from the Company or successor employer, which
occurs within twelve months following a change of control, and;
NetFRAME, or successor employer, will continue ((LastName))'s medical,
dental and vision care benefits including the dependent coverage in effect
as of the date of change of control, if applicable, for six months after
((LastName))'s involuntary termination without cause or constructive
termination, which occurs within twelve months following a change of
control, from the Company, or successor employer, and;
((LastName)) shall be subject to accelerated vesting of exactly one
half (1/2) of ((Gender)) unvested outstanding stock options under the
NetFRAME 1992 Incentive Stock Option Plan effective the legal date of the
change of control, unless:
a) such accelerated vesting would make unavailable pooling of
interests accounting treatment; and
b) the purchase method of accounting for the change of control is
not acceptable to the successor employer.
CONFIDENTIALITY
I, ((LastName)) agree that the terms and conditions of this agreement
remain in strictest confidence, whether to employees, customers or vendors
of NetFRAME or any other parties. NetFRAME also agrees to hold these terms
and conditions in strictest confidence.
ENTIRE AGREEMENT
This Agreement represents the entire agreement and understanding between
NetFRAME and ((LastName)) concerning ((LastName))'s termination from
NetFRAME or successor corporation relating to a change of control and
supersedes and replaces any and all prior agreements and understanding
concerning ((LastName))'s relationship with NetFRAME and ((LastName))'s
compensation by NetFRAME with respect to a change of control as defined
herein.
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Xxxxxx Xxxxxx, Chairman/President/CEO Date
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Employee Signature Date
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