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EXHIBIT 10.44
EXHIBIT C
SECOND AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT
Reference is made to that certain Agreement, dated as of February 23,
1994 (the "Original Agreement"), between the undersigned, Xxxxxx X. Xxxxx, as
"Executive" and Wang Laboratories, Inc., as the "Company", as amended by a First
Amendment executed by the Executive and the Company on August 21, 1995 (the
"First Amendment" and the Original Agreement as amended by the First Amendment,
the "Agreement").
Based on good and valid consideration, the receipt and sufficiency of
which is hereby acknowledged, and with the intent to be bound hereby, the
parties agree that the date referred to in the first paragraph of the First
Amendment as the date of the Original Agreement should be February 23, 1994
rather than April 26, 1995 and further agree as follows:
(1) The last sentence of Section 2 of the Agreement is hereby amended by
(a) inserting the words "(other than the Non-Qualified Long Term
Incentive Option granted March 26, 1997) or restricted shares of the
Company's common stock" between the words "stock" and "awarded" in
clause (ii) thereof, (b) inserting the words "or all restrictions
thereon shall terminate, as the case may be," between the words
"exercisable" and "upon" in clause (ii) thereof and (c) inserting the
words "or restricted shares" between the words "option" and "or" in
clause (ii) thereof.
(2) Section 16(K)(i) of the Agreement is hereby amended by adding the
following at the end thereof after the word "Control" and before the
semicolon:
", including, but not limited to, the Executive's removal by
the Company as Chairman of the Board or Chief Executive
Officer of the Company"
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The parties hereby ratify the Agreement as amended hereby without further
changes. This Second Amendment to the Agreement is executed as a document under
seal this 26th day of March 1997.
WANG LABORATORIES, INC.
AGREED: By: /s/ Xxxxxx X. Xxxxxx
----------------------
Xxxxxx X. Xxxxxx
Chairman, Organization,
Compensation and Nominating
/s/ Xxxxxx X. Xxxxx Committee of Board
------------------- of Directors
Xxxxxx X. Xxxxx
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