EXHIBIT 10 (ll)
AMENDMENT TO INDEMNITY AGREEMENT
(Dated as of November 5, 1997)
This Amendment to Indemnity Agreement is dated as of November 5, 1997
and entered into between Data General Corporation (the "Company") and
_____________________________ (the "Indemnitee").
Reference is made to that Indemnity Agreement dated
______________________ between the Indemnitee and the Company (the "Agreement").
Whereas the parties, for good and sufficient consideration, the receipt
and sufficiency of which is hereby confirmed, wish to amend the Agreement;
Now, therefore, the parties agree that the first sentence of Section 7
of the Agreement shall be, and is hereby amended, to read as follows:
"Upon written request by Indemnitee for indemnification pursuant to
Section 3 or 4 hereof, the entitlement of the Indemnitee to
indemnification pursuant to the terms of this Agreement shall be
determined by the following person or persons who shall be empowered to
make such determination: (a) the Board of Directors of the Company by a
majority vote of Disinterested Directors (as hereinafter defined), even
though less than a quorum; (b) a committee of Disinterested Directors
designated by majority vote of Disinterested Directors, even though
less than a quorum; or (c) if there are no Disinterested Directors, or
if such Disinterested Directors so direct, by Independent Counsel (as
hereinafter defined) in a written opinion to the Board of Directors, a
copy of which shall be delivered to Indemnitee."
Except as hereby amended, the Agreement is hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of
November 5, 1997.
DATA GENERAL CORPORATION
By: ________________________ ________________________
Xxxxxx X. XxXxxxx ________________________
Senior Vice President and
Chief Financial Officer
