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EXHIBIT 10.11
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of October 20, 1995,
is entered into by and between Tandem Computers Incorporated ("Employer") and
Xxxxxx X. Xxxxxxxx ("Executive"), to amend the prior employment agreement
previously entered into between Employer and Executive on May 19, 1995 (the
"Employment Agreement").
In consideration of the respective undertakings of Employer and
Executive set forth below, Employer and Executive agree as follows:
1. Executive will retire from employment with Employer on December 31,
1995. However, for all purposes of the Employment Agreement it is agreed that
Executive shall be treated in the same manner as if Employer terminated the
Period Employment of Executive without Cause (as such terms are used in the
Employment Agreement) on December 31, 1995.
2. The following payments and benefits shall be due to Executive
pursuant to Section 5.02(d) of the Employment Agreement:
(i) Pursuant to Section 5.02(d)(i) of the Employment
Agreement, Executive will be paid his annual base salary at the current rate
through December 31, 1995.
(ii) Section 5.02(d)(ii) of the Employment Agreement is
modified as follows. Executive shall receive any annual bonus to which he may
be entitled under the Employer's Targeted Income Plan or other applicable bonus
plan or program for the fiscal year ended September 30, 1995. Executive shall
receive the special bonus described in Section 3 below, in lieu of any other
bonus for the period from October 1 through December 31, 1995.
(iii) In satisfaction of Section 5.02(d)(iii) of the Employment
Agreement, Executive will receive a lump sum payment in the amount of
$1,274,334 on January 5, 1996.
(iv) Pursuant to Section 5.02(d)(iv) of the Employment
Agreement, Executive will continue to receive the benefits described in
Section 4.04 of the Employment Agreement for three years beginning on
January 1, 1996 and ending on December 31, 1998.
(v) Pursuant to Section 5.02(d)(v) of the Employment
Agreement, Executive will continue to receive the fringe benefits and
perquisites described in Section 4.05 of the Employment Agreement for three
years beginning on January 1, 1996 and ending on December 31, 1998.
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(vi) Pursuant to Section 5.02(d)(vi) of the Employment
Agreement, Employer will make a 100% vested Employer contribution on behalf of
Executive to Employer's Deferred Compensation Plan in the amount of $500,000 on
December 31, 1995.
(vii) In satisfaction of Section 5.02(d)(vii) of the
Employment Agreement, Employer will make a lump sum payment of $50,000 to
Executive on January 5, 1996.
(viii) Section 5.02(d)(viii) of the Employment Agreement is
modified as follows. Employer will extend all Employer loan guarantees and renew
any Employer loans to Executive only for a period of one year through December
31, 1996.
3. Employer will pay a special lump sum bonus to Executive in the
amount of $375,000 on January 5, 1996. This bonus will be in lieu of any other
bonus for the period from October 1 through December 31, 1995, and may be
utilized by Executive to reduce his outstanding loans which are guaranteed by
Employer.
4. Executive's rights under his outstanding stock options will be
determined under the terms of the applicable plans and agreements based on
termination of Executive's employment on December 31, 1995, except that all of
Executive's stock options which are vested at the time of his termination of
employment will remain outstanding and may be exercised at any time on or
before (i) December 31, 1998, or (ii) the original expiration date of the
applicable stock option, whichever occurs first.
5. Pursuant to Section 5.02(e) of the Employment Agreement, Executive
will execute and deliver a release and settlement agreement in favor of
Employer in a form satisfactory to Employer on or before January 5, 1996.
6. The special provisions contained in Section 5.03 of the Employment
Agreement which apply in connection with a Change in Control will continue to
apply if a Change in Control of Employer is publicly announced on or before
December 31, 1995. However, it is agreed that Section 5.03(h) will apply to
Executive after December 31, 1995, and Executive shall be entitled to receive a
full "Gross-Up Payment" thereunder, in the event that any payments which are
made to Executive by Employer are subject to an Excise Tax (as defined therein).
7. Executive shall be entitled to retain, without charge, the Apple
Power Book Model 540C which he currently uses.
8. Executive will resign from the Boards of Directors of Employer and
its subsidiaries effective as of December 31, 1995.
9. Employer will pay legal fees charged by Xxxxxx, Xxxxxx & Xxxxx in
connection with entering into this Amendment to
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Employment Agreement. Employer will make a tax gross up payment to Executive, if
necessary, to offset any taxable income which is reportable for or realized by
Executive with respect to these legal fees.
10. Except as otherwise expressly provided in this Amendment to
Employment Agreement, all provisions of the Employment Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, Employer and Executive have executed this
Amendment to Employment Agreement as of the date set forth in the first
paragraph hereof.
EMPLOYER: TANDEM COMPUTERS INCORPORATED
By Xxxxxx X. Xxxxxxx
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Its Chairman of the Board
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EXECUTIVE: Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
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