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EXHIBIT 10.54
July 1, 1998
Xx. Xxxxxxxx Xxxxx
00 Xxxxxx Xxxxx Xxxx
Xxxxxx, XX 00000
Dear Xxxxx:
You and Wang Laboratories, Inc. ("Wang") are parties to a Letter Agreement
dated June 24, 1994, pursuant to which you are employed by Wang (the "Employment
Letter"). The Employment Letter was subsequently amended, ratified and confirmed
by letter dated November 20, 1995. You and Wang have now agreed to further amend
the Employment Letter as follows:
1. Paragraph 2 of the Employment Letter, as amended by the November 20,
1995 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 provided in paragraph 5
below. As of June 30, 2001, your employment status will be at will.
2. Paragraph 3(a) of the Employment Letter, as amended by the
November 20, 1995 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.
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Your salary and bonus plan target percentages will be reviewed annually for
possible upward adjustment at the discretion of the Company.
3. Paragraph 5 of the Employment Letter is hereby deleted in its
entirety. The following 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) if you cease to be either an Executive Vice President or
Chief Financial Officer of the Company, as set forth in Paragraph 1 of this
Agreement, or if you cease to report directly to me as Chairman of the
Board and Chief Executive Officer of the Company, or cease to be a member
of the Senior Operations Committee of the Company, or (iii) 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 (iii), 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 one month after termination or resignation and ending eighteen
months thereafter, eighteen (18) monthly payments. Each monthly payment
shall be equal to one-twelfth 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
the target bonus levels will be those immediately in effect 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
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date of your termination (less any amount thereof previously paid to you).
During the salary continuation 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.
In the event you become employed at any time during the balance of the
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
that 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 10 is added to the Employment Letter:
10. NON-COMPETITION
By signing this letter, you agree as follows:
(a) During the period of your employment with Wang, and for a period of
eighteen (18) 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
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twenty percent (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 5(b) herein, the restrictions set forth in
subparagraph 10(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 10 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 subparagraph 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 10 be reasonable as to time, geographic scope, and in all
other respects. The parties also
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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 10 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 June 26, 1994, and in the event that this
paragraph 10 imposes obligations on you in excess of those imposed by said
General Employment Agreement, the provisions of this paragraph shall
govern.
(g) This paragraph 10 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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