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EXHIBIT 10.41
Wang Laboratories, Inc.
000 Xxxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
March 26, 1997
Xx. Xxxxxx X. Xxxxx
10 Mountain Laurel Boulevard, #604
Nashua, New Hampshire 03060
Dear Xxx:
Wang Laboratories, Inc. ("WLI") is pleased to offer you continued
employment as its Chairman of the Board of Directors and Chief Executive Officer
under the terms and conditions set forth below.
1. TERM
The Term of this amended and restated employment agreement (this
"Agreement") will begin on February 18, 1997 (the "Effective Date").
2. ANNUAL COMPENSATION
(a) Commencing with the Effective Date, you will receive
compensation for Fiscal Year 1997 as follows:
(i) Base salary at an annual rate of $750,000.
(ii) A bonus to be determined by the Board of Directors,
based upon your performance, to be targeted at 100%
of your annual base salary, provided that your bonus
payment for Fiscal Year 1997 shall be at least
$500,000.
(iii) A special bonus payment of $4,000,000 on or about
March 24, 1997. By your acceptance of this special
bonus payment, you agree that if your employment with
WLI is terminated prior to March 24, 1998, you will
promptly repay to WLI the full amount of this special
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March 26, 1997
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bonus payment, unless such termination is (A) by
reason of your death or disability, (B) by you prior
to the occurrence of a Change in Control (as defined
below) by reason of an Involuntary Resignation (as
defined below), (C) by you following the occurrence
of a Change in Control with Good Reason (as defined
below) or (D) by WLI other than for Section 7(b)
Reasons (as defined below).
(iv) Effective as of the Effective Date, WLI hereby
forgives all amounts under that certain
Non-Negotiable Secured Promissory Note dated as of
June 21, 1994, between you and WLI, as amended, in
the original principal amount of $355,071.01, and
releases to you all shares of WLI's common stock, par
value $.01 per share ("Common Stock") held as
collateral for the loan evidenced by such note
pursuant to that certain Pledge Agreement dated as of
June 21, 1994, between you and WLI, as amended.
(v) As soon as practicable after the Effective Date and
in lieu of the grant of restricted stock referred to
in that certain letter dated February 19, 1997 from
WLI to you regarding the restated terms of your
employment (the "Initial Letter"), WLI will issue to
you 230,000 shares of restricted Common Stock
pursuant to a Restricted Stock Agreement
substantially in the form of Exhibit A hereto.
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March 26, 1997
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(vi) As soon as practicable after the Effective Date and
in lieu of the long-term incentive referred to in the
Initial Letter, WLI will grant to you an option to
purchase 365,000 shares of Common Stock pursuant to a
Non-Qualified Long Term Incentive Option grant
substantially in the form of Exhibit B hereto.
(b) Your compensation for Fiscal Year 1998 and the fiscal years
thereafter shall consist of:
(i) A $750,000 annual base salary, subject to upward
adjustment in the discretion of the Board of
Directors.
(ii) A bonus to be determined by the Board of Directors,
based upon your performance, to be targeted at 100%
of your annual base salary.
3. RETIREMENT
You will continue to be entitled to such retirement program as is
available to WLI employees generally.
4. AUTOMOBILE
You will continue to be provided with an automobile by WLI in
accordance with the WLI policy covering the same.
5. SEVERANCE
For the purpose of this Section 5, your Anticipated Annual Compensation
shall be $1,500,000. If your employment is terminated by WLI other than
for Section 7(b) Reasons, or if you cease to be the Chief Executive
Officer and Chairman of the Board of WLI, or, without your consent,
there is an adverse change in your compensation (other than a change in
benefits generally applicable to all officers under Section 3, 4 or 6
herein) and you choose to resign (your resignation after any such event
being referred to herein as an "Involuntary Resignation"), WLI shall
pay or provide to you, as liquidated damages in full settlement of all
of your rights under this Agreement (except as specifically provided in
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March 26, 1997
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Section 2(a)(iii), (iv), (v) or (vi) herein):
(a) immediately upon termination or resignation, a lump sum
payment equal to your Anticipated Annual Compensation
($1,500,000), plus
(b) commencing one month after termination or resignation and
ending 12 months thereafter, 12 equal monthly payments of
$250,000 each (consisting of one-twelfth (1/12) of twice your
Anticipated Annual Compensation), plus
(c) for the one-year period commencing upon termination or
resignation, health and dental insurance coverage on
substantially the same basis as provided to you prior to such
period, at no cost to you.
6. OTHER BENEFITS
WLI will make health and dental coverage available to you in accordance
with existing WLI plans available to all employees. WLI will also
provide term life insurance to you, based on your insurability, in the
amount of five (5) times your base salary. In addition to the matters
described above, you shall be employed and entitled to benefits on at
least the same terms as those applicable to WLI's employees generally
relative to your position and responsibility. All amounts of
compensation re ferred to in this Agreement are subject to withholding
as required by law.
7. MISCELLANEOUS
(a) In connection herewith, WLI and you are entering into a second
amendment, in the form attached as Exhibit C hereto, to the
Agreement, dated as of February 23, 1994 (as amended on August
21, 1995 and on the date hereof, the "Change in Control
Agreement"), between you and WLI. The terms Change in Control
and Good Reason used herein shall have the meanings ascribed
to them in the Change in Control Agreement.
(b) The term Section 7(b) Reasons used herein shall mean the
willful and continued failure by you
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March 26, 1997
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to substantially perform your duties with WLI, a substantial,
and not DE MINIMUS, violation by you of the WLI's Standard of
Ethics and Business Conduct or its Rules of Employee Conduct
(and any successor documents, however titled), as the same are
in effect from time to time, or your conviction of a felony.
(c) This Agreement (including the exhibits hereto) sets forth the
entire agreement and understanding with respect to the subject
matter hereof and supersedes your existing employment
agreement, dated March 9, 1993, as amended through the date
hereof, and the Initial Letter. The Change in Control
Agreement shall remain in full force and effect.
WANG LABORATORIES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chairman, Organization,
Compensation and
Nominating Committee of
Board of Directors
AGREED TO:
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
