EXHIBIT 10(m)
MANAGEMENT CONSULTING SERVICES
EMPLOYMENT AGREEMENT
This Agreement (the "Agreement") between the Company (as defined
below) and Xxxx X. Xxxxxxxxxxx ("Employee") is entered into effective as of the
date (the "Effective Date") set forth on the signature page hereof.
1 General. EDS (as defined below), the direct or indirect parent corporation
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of the Company, is acquiring the entire equity interest in, and the
business and operations of, the companies formerly known, immediately prior
to such acquisition, as A.T. Xxxxxxx, Inc. ("Old A.T. Xxxxxxx") and A.T.
Xxxxxxx International, Inc. ("International" and together with Old A.T.
Xxxxxxx and the respective direct and indirect subsidiaries of Old A.T.
Xxxxxxx and International, "Kearney") pursuant to an acquisition (the
"Acquisition") effected through the merger of Old A.T. Xxxxxxx with and
into the Company and the merger of a subsidiary of the Company with and
into International. Immediately prior to the Acquisition, the Employee was
the Chairman of the Board, Chief Executive Officer, Treasurer and a
shareholder of Kearney, and upon consummation of the Acquisition, Employee
shall be the Chief Executive Officer of the Company. In consideration of,
among other things, EDS entering into a Restricted Stock Unit Agreement
with the Employee pursuant to which EDS is granting to the Employee
Restricted Stock Units under the Electronic Data Systems Corporation Stock
Incentive Plan (the "SIP"), the Company and the Employee are hereby
agreeing to the terms of the Employee's employment with the Company,
effective upon the consummation of the Acquisition.
2 Certain Definitions.
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a "EDS" shall mean Electronic Data Systems Corporation and all of its
direct and indirect subsidiaries and affiliated entities (including
the Company), except General Motors Corporation and the other direct
and indirect subsidiaries of General Motors Corporation that are not
direct or indirect subsidiaries of EDS.
b "A.T. Xxxxxxx" shall mean the Company, and all of its direct and
indirect subsidiaries. In the event of a Permitted Restructuring (as
defined below), "A.T. Xxxxxxx" shall have the meaning set forth in
Paragraph 23 hereof.
c The "Company" shall mean A.T. Xxxxxxx, Inc., the surviving corporation
of the merger of Old A.T. Xxxxxxx with and into EDS Consulting 1,
Inc., a Delaware corporation and a direct or indirect subsidiary of
EDS. In the event of a Permitted Restructuring (as defined below), the
"Company" shall have the meaning set forth in Paragraph 23 hereof.
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d The "Board of Directors" or the "Board" shall mean the Board of
Directors of the Company. In the event of a Permitted Restructuring
(as defined below), "Board of Directors" and "Board" shall have the
meaning set forth in Paragraph 23 hereof.
e "Permitted Restructuring" shall mean any restructuring effected in
accordance with the provisions of Paragraph 23 hereof.
f "Confidential Information" shall mean all business information,
technological information, intellectual property, trade secrets,
customer lists and other information belonging to EDS or relating to
EDS' business, technology or customers, or belonging to Kearney or
relating to Xxxxxxx'x business, technology or customers prior to the
consummation of the Acquisition, other than information which the
Employee can demonstrate is generally available to the public
otherwise than through a breach by the Employee of Employee's
obligations hereunder.
g The term "participate" shall mean lending one's name to, acting as a
consultant or advisor to, being employed by, or acquiring any direct
or indirect interest in any business or enterprise, whether as a
stockholder, lender, partner, officer, director, employee, investor or
otherwise (other than by ownership of less than five percent of the
stock of a publicly-held corporation).
h "Cause" shall mean (i) intentional or knowing refusal to perform
Employee's lawful duties; (ii) material breach of this Agreement;
(iii) material misconduct; (iv) material failure to follow the
Company's policies, directives or orders applicable to Company
employees holding comparable positions; (v) intentional destruction or
theft of Company or EDS property or falsification of Company or EDS
documents; (vi) conviction of a felony or any crime involving moral
turpitude; or (vii) material violation of the EDS Code of Conduct.
i "Disability" shall mean the absence of the Employee from the
Employee's duties with the Company on a full-time basis for 180
consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to
the Employee or the Employee's legal representative (such agreement as
to acceptability not to be withheld unreasonably).
j "Good Reason" shall mean (i) the assignment to the Employee of any
duties materially inconsistent in any respect with the Employee's
position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated
by Paragraph 3 of this Agreement, or any other action by the Company
which results in a material diminution in such position, authority,
duties or responsibilities excluding for this purpose an isolated,
insubstantial and inadvertent action which is substantially remedied
by the Company promptly after receipt of notice thereof given by the
Employee; (ii) any material failure by the Company to
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comply with any of the provisions of Paragraph 4.a. or 4.b. of this
Agreement, other than an isolated, insubstantial and inadvertent
failure which is substantially remedied by the Company promptly after
receipt of notice thereof given by the Employee; (iii) the failure to
reelect the Employee as a member of the Board or the removal of the
Employee as a member of the Board; or (iv) any material amendment,
without the consent of the Chief Executive Officer, to Section 3.2(d)
of the Bylaws of the Company.
k A "Special Event" shall mean, during the three-year period commencing
on the Effective Date and ending on the third anniversary of the
Effective Date the occurrence of any of the following without the
consent of the Employee in his capacity as Chief Executive Officer of
the Company: (i) a change in the name of the Company, provided that
co-branding, such as "A.T. Xxxxxxx, Inc., an Electronic Data Systems
Corporation," shall not be a Special Event; (ii) a change in the
principal executive offices of the Company from Chicago, Illinois; or
(iii) the failure of EDS to elect the Employee to the Board of
Directors of the Company and to elect to such Board of Directors three
additional Company executives recommended to EDS by Employee in his
capacity as the Chief Executive Officer of the Company as described in
Section 3.2(d) of the Company's Bylaws. The failure to elect to the
Board any one or more specific persons recommended by the Chief
Executive Officer shall not be a Special Event (so long as EDS does
not reject all persons nominated by the Chief Executive Officer as a
method of avoiding the provisions of Section 3.2(d) of the Bylaws).
l "Management Consulting" shall mean researching, developing, marketing
or providing professional management consulting services, including
without limitation management consulting services related to business
or marketing strategy, technology assessment, organizational
effectiveness, marketing and sales, manufacturing and operations,
physical distribution and logistics, information technology or
litigation support.
3 Employment Period. The Company hereby agrees to employ the Employee, and
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the Employee hereby agrees to accept employment with the Company, in
accordance with the terms and provisions of this Agreement, for the period
commencing on the Effective Date and ending, unless earlier terminated as
contemplated herein, on the fifth anniversary of such date (the "Employment
Period"). During the Employment Period, the Employee will be the Chief
Executive Officer of the Company and, under the direction and subject to
the control of the Board of Directors, shall be responsible for the
business and affairs of the Company and have general executive charge,
management and control of the Company, with all such powers with respect to
such business, affairs, properties and operations as may be reasonably
incident to such responsibilities. In addition, during the Employment
Period, EDS shall elect Employee as a member of the Board of Directors.
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4 Compensation. As compensation for all services rendered to the Company, in
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whatever capacity rendered, the Company agrees to provide Employee the
following compensation package during the Employment Period:
a Employee will receive an annual base salary of not less than
$887,500.00 ("Annual Base Salary"), which shall be paid not less than
monthly. During the Employment Period, the Annual Base Salary shall be
increased annually (effective at the same time of year in which
Kearney has increased salaries of officers in the normal course) in an
amount no less than the average annual rate of increases in salary for
the contemporaneous calendar year for the persons who were
stockholders of Kearney immediately prior to the Effective Date. The
term Annual Base Salary as utilized in this Agreement shall refer to
Annual Base Salary as so increased. The provisions of Appendix I
attached hereto shall also apply with respect to 1995 compensation.
b In addition to the Annual Base Salary, Employee shall receive an
annual bonus with respect to each year of the Employment Period. The
Employee's annual bonus with respect to calendar years 1995 (taking
into account amounts received from Kearney with respect to 1995), 1996
and 1997 shall be in an amount no less than $970,875.00.
c Employee will be eligible to participate in the Company's performance
compensation arrangements, as may be in effect from time to time.
d Employee will be eligible to participate in all Company employment
benefits generally provided from time to time to full-time employees,
and normal officer perquisites approved by the Board of Directors of
the Company, subject to satisfying any eligibility requirements.
Employee acknowledges that to the maximum extent permitted by law
employment benefits provided by the Company are subject to change in
the discretion of the Board of Directors.
e The Company shall continue in effect the deferred compensation plans
established by Kearney in 1985 and 1991 in which Employee currently
participates.
5 Termination of Employment.
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a Death or Disability. The Employee's employment shall terminate
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automatically upon the Employee's death during the Employment Period.
If the Company determines in good faith that the Disability of the
Employee has occurred during the Employment Period, it may give to the
Employee written notice in accordance with Paragraph 5.e. of this
Agreement of its intention to terminate the Employee's employment. In
such event, the Employee's employment with the Company shall terminate
effective on the 30th day after receipt of such notice by the Employee
(the "Disability Effective Date"), provided that, within the 30 days
after such receipt, the Employee shall not have returned to full-time
performance of the Employee's duties.
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b Cause. The Company may terminate the Employee's employment during the
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Employment Period for Cause.
c Good Reason. The Employee's employment may be terminated by the
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Employee during the Employment Period for Good Reason. The occurrence
of a Permitted Restructuring shall not trigger any right of Employee
to terminate Employee's employment for Good Reason.
d Special Event Resignation. The Employee's employment may be
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terminated by the Employee in writing during the three-year period
ending on the third anniversary of the Effective Date as a result of
the occurrence of a Special Event (and provided that the Employee's
employment shall not have been terminated earlier by the Company for
Cause or as a result of the Employee's Disability). For purposes of
this Agreement, any written resignation of the Employee's employment
that is in accordance with the provisions of this Paragraph 5.d. and
Paragraph 5.e. is referred to herein as a "Special Event Resignation."
The occurrence of a Permitted Restructuring shall not trigger any
right of Employee to terminate Employee's employment pursuant to a
Special Event Resignation.
e Notice of Termination. Any termination by the Company for Cause, or by
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the Employee for Good Reason or pursuant to a Special Event
Resignation, shall be communicated by Notice of Termination to the
other party hereto. For purposes of this Agreement, a "Notice of
Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) to the
extent applicable, sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Employee's employment under the provision so indicated and (iii) if
the Date of Termination (as defined below) is other than the date of
receipt of such notice, specifies the termination date (which date
shall be not more than fifteen days after the giving of such notice).
f Date of Termination. "Date of Termination" means (i) if the Employee's
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employment is terminated by the Company for Cause, or by the Employee
for Good Reason or pursuant to a Special Event Resignation, the date
of receipt of the Notice of Termination or any later date specified
therein meeting the requirements of Paragraph 5.e. and, if applicable,
Paragraph 5.d., (ii) if the Employee's employment is terminated by the
Company other than for Cause or Disability (which the Company at all
times retains the right to do without breach of this Agreement, but
subject to the provisions of Paragraph 6), the Date of Termination
shall be the date on which the Company notifies the Employee of such
termination and (iii) if the Employee's employment is terminated by
reason of death or Disability, the Date of Termination shall be the
date of death of the Employee or the Disability Effective Date, as the
case may be.
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g Survival of Certain Terms. The Employee's obligations under Paragraphs
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7, 8, 10, 13 and 14 shall survive any termination of the Employee's
employment.
6 Obligations of the Company Upon Termination.
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a Good Reason; Special Event Resignation; Other than for Cause, Death or
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Disability. If, during the Employment Period, the Company shall
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terminate the Employee's employment other than for Cause or Disability
or the Employee shall terminate employment for Good Reason or pursuant
to a Special Event Resignation, the Company shall pay or provide to or
in respect of the Employee:
(i) in a lump sum in cash within 30 days after the Date of
Termination, the sum of (1) the Annual Base Salary payable to
Employee through the Date of Termination and (2) the product of
(x) the Employee's Average Annual Bonus and (y) a fraction, the
numerator of which is the number of days in the current fiscal
year through the Date of Termination, and the denominator of
which is 365, less amounts, if any, theretofore paid in respect
of bonus in respect of such period. The term "Average Annual
Bonus" shall mean (a) if the Employee's employment is terminated
during 1995, $1,078,750.00; (b) if the Employee's employment is
terminated during 1996, the actual amount of normal bonus
compensation paid to the Employee in respect of 1995; (c) if the
Employee's employment is terminated during 1997, one-half of the
sum of (x) the actual amount of normal bonus compensation paid to
the Employee in respect of 1995 and (y) the actual amount of
normal bonus compensation paid to the Employee in respect of
1996; (d) if the Employee's employment is terminated during the
period commencing on January 1, 1998 and ending on the five-year
anniversary of the Effective Date, one-half of the sum of (x) the
actual amount of normal bonus compensation paid to the Employee
in respect of 1996 and (y) the actual amount of normal bonus
compensation paid to the Employee in respect of 1997. The amount
described in clause (1) above shall be hereinafter referred to as
the "Accrued Salary Obligation" and the amount described in
clause (2) above shall be hereinafter referred to as the "Accrued
Bonus Obligation"; and
(ii) at the same time and in the same manner as would have been
applicable had Employee's employment continued, (1) Employee's
Annual Salary, determined in accordance with Paragraph 4.a above,
as if Employee's employment with the Company had not been
terminated, until the earlier of (a) the end of the 24-month
period immediately following the Date of Termination, or (b) the
end of the Employment Period, and (2) a bonus in an amount equal
to the product of (i) one-twelfth (1/12th) of the Employee's
Average Annual Bonus, calculated in accordance with Paragraph
6.a.(i) above, multiplied by (ii) the number of months in the
period commencing on the Date of Termination and ending on the
earlier of (x) the end of the 24-
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month period immediately following the Date of Termination or (y)
the end of the Employment Period.
b Death. If the Employee's employment is terminated by reason of the
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Employee's death during the Employment Period, this Agreement shall
terminate without further obligations to the Employee's legal
representatives under this Agreement, other than for payment of the
Accrued Salary Obligation and the Accrued Bonus Obligation (which
shall be paid to the Employee's estate or beneficiary, as applicable,
in a lump sum in cash within 30 days of the Date of Termination).
c Disability. If the Employee's employment is terminated by reason of
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the Employee's Disability during the Employment Period, this Agreement
shall terminate without further obligations to the Employee, other
than for payment of the Accrued Salary Obligation and the Accrued
Bonus Obligation (which shall be paid to the Employee in a lump sum in
cash within 30 days of the Date of Termination).
d Cause; By Employee Other than for Good Reason or a Special Event
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Resignation. If the Employee's employment shall be terminated for
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Cause during the Employment Period, this Agreement shall terminate
without further obligations to the Employee other than for the Accrued
Salary Obligation. If the Employee terminates employment during the
Employment Period, other than for Good Reason or pursuant to a Special
Event Resignation, this Agreement shall terminate without further
obligations to the Employee, other than for the Accrued Salary
Obligation. In either case, the Accrued Salary Obligation shall be
paid to the Employee in a lump sum in cash within 30 days of the Date
of Termination.
7 Disclosure of Confidential Information. During and following Employee's
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employment with the Company, without the written approval of the Company,
Employee agrees not to disclose or use any Confidential Information, other
than in connection with authorized activities conducted in the course of
Employee's employment with the Company. Also, within ten days of the
termination of Employee's employment for any reason, Employee shall return
to the Company all documents and other tangible items of or containing A.T.
Xxxxxxx information which are in Employee's possession, custody or control.
8 Non-Competition and Other Conduct. If Employee's employment with the
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Company is terminated for Cause or Employee voluntarily terminates
Employee's employment other than for Good Reason or pursuant to a Special
Event Resignation, Employee agrees not to, for a period of three years
following Employee's termination of employment, directly or indirectly,
including through one or more affiliates, conduct or participate anywhere
in the world where A.T. Xxxxxxx conducts business as of the date of such
termination of employment, in:
a Management Consulting; or
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b Hiring, attempting to hire or assisting any other person in hiring or
attempting to hire, or inducing to leave the employ of EDS, any
employee or officer of EDS, any person who was a EDS or Kearney
employee or officer within the six-month period prior to the
termination of Employee's employment, or any contractor of EDS who
performed services for EDS in the six-month period prior to the
termination of Employee's employment.
Employee agrees that if Employee acts in violation of this Paragraph, the
number of days Employee is in such violation will be added to any periods
of limitation on Employee's activities specified herein.
If (and only if) EDS elects to discontinue all of its Management Consulting
operations as an entirety and after making such election does not sell,
transfer or otherwise convey any of the assets or liabilities of such
Management Consulting operations to any other party (other than any
furniture, fixtures and equipment which will not be used by such party in
the conduct of a Management Consulting business), this Paragraph 8 shall be
of no further force and effect from and after the date such Management
Consulting operations completely cease.
9 Development of Methodologies. During the course of Employee's employment
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with the Company, Employee may work on or be a part of the development of
management consulting methodologies, technologies, tools or other systems
for A.T. Xxxxxxx. Employee understands and agrees that any and all
methodologies, technologies, tools and other systems developed by employees
of A.T. Xxxxxxx (including methodologies, technologies, tools and other
systems developed by Employee) and the methodologies, technologies, tools
and other systems and business information of A.T. Xxxxxxx, shall be, and
remain, the sole and absolute property of A.T. Xxxxxxx, and that Employee
shall acquire no rights to any of these.
In addition, during the course of Employee's employment with Kearney,
Employee may have worked on or been a part of the development of management
consulting methodologies, technologies, tools or other systems for Kearney.
Employee understands and agrees that any and all methodologies,
technologies, tools and other systems developed by employees of Kearney
(including methodologies, technologies, tools and other systems developed
by Employee) and the methodologies, technologies, tools and other systems
and business information of Kearney, are now, and remain, the sole and
absolute property of A.T. Xxxxxxx, and that Employee acquired no rights to
any of these.
10 Assignment of Inventions and Copyrights. In further consideration of the
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grant to Employee of Restricted Stock Units under the SIP, Employee agrees
that any and all copyrights, inventions, improvements, discoveries or
processes authored, developed or discovered by Employee as a result of
Employee's employment with the Company shall be fully disclosed to the
Company and the same shall be the sole and absolute property of A.T.
Xxxxxxx; and upon the request of A.T. Xxxxxxx, Employee shall execute,
acknowledge and deliver such assignments and other documents as A.T.
Xxxxxxx may consider necessary or appropriate to vest all rights, titles
and interests therein to A.T. Xxxxxxx. Employee further agrees that A.T.
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Kearney may, with Employee's written permission (such permission not to be
unreasonably withheld), use Employee's image as appropriate in the conduct
of its business.
In addition, Employee represents and agrees that, in consideration of
Employee's prior employment with Kearney, any and all copyrights,
inventions, improvements, discoveries or processes authored, developed or
discovered by Employee as a result of Employee's employment with Kearney
were fully disclosed to Kearney and the same are now the sole and absolute
property of A.T. Xxxxxxx; and upon the request of A.T. Xxxxxxx, Employee
shall execute, acknowledge and deliver such assignments and other documents
as A.T. Xxxxxxx may consider necessary or appropriate to vest all rights,
titles and interests therein to A.T. Xxxxxxx.
11 Exclusive Service. Employee agrees to devote Employee's full time and best
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efforts to the performance of Employee's employment under this Agreement.
While employed by the Company, Employee agrees not to engage in any other
employment or business venture without the prior consent of the Company,
unless to do so would in no way affect or conflict with the performance of
Employee's duties for the Company. During the Employment Period Employee
may (i) with the permission of the Board of Directors of the Company, serve
on corporate, civic or charitable boards or committees; provided, however,
that no such permission shall be required for service on the board of any
corporation owned solely by the Employee's immediate family members, (ii)
deliver lectures, fulfill speaking engagements or teach at educational
institutions and (iii) manage personal investments, so long as such
activities do not materially interfere with the performance of the
Employee's responsibilities as an employee and officer of the Company in
accordance with this Agreement.
12 Monies Owed to the Company. Upon the termination of Employee's employment
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from the Company, Employee agrees to authorize the Company to deduct from
Employee's final wages or other monies due to Employee any debts or
financial obligations owed to the Company or EDS by Employee.
13 Arbitration. Subject to Paragraph 15, Employee agrees that any controversy
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or dispute between Employee and the Company or EDS relating to or arising
out of the termination of Employee's employment (other than disputes
regarding an alleged violation of Paragraphs 7, 8 or 10) shall be fully and
finally resolved pursuant to the Dispute Resolution and Arbitration
Procedures attached as Addendum 1 and fully incorporated herein.
14 Remedies. Employee understands and agrees that the Company and EDS will be
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irreparably damaged in the event that the provisions of Paragraphs 7, 8 or
10 of this Agreement are violated. Employee agrees that each of the
Company and EDS shall be entitled (in addition to any other remedy to which
it may be entitled, at law or in equity) to an injunction to redress
breaches of Paragraphs 7, 8 and 10 of this Agreement and to specifically
enforce the terms and provisions thereof.
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15 Enforcement. If the scope of any provision contained in this Agreement is
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too broad to permit enforcement of such provision to its full extent, then
such provision shall be enforced to the maximum extent permitted by law,
and Employee hereby consents that such provision may be reformed or
modified accordingly, and enforced as reformed or modified, in any
proceeding brought to enforce such provision.
16 Separability. Subject to the provisions of Paragraph 15, whenever
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possible, each provision of this Agreement will be interpreted in such a
manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under
applicable law, such provision, to the extent of such prohibition or
invalidity, shall be deemed not to be part of this Agreement, and shall not
invalidate the remainder of such provision or the remaining provisions of
this Agreement.
17 Governing Law. Except as specifically provided in Paragraph 13 above, any
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action or proceeding arising out of or relating to this Agreement may be
commenced in any court of competent jurisdiction in Collin County, Texas,
and shall be governed by and interpreted under the laws of Texas, except
for actions or proceedings arising out of the alleged violations of
Paragraph 8, which shall be governed by and interpreted under the laws of
the state in which Employee had the Employee's principal Company office at
the time of termination from employment.
18 Amendments. This Agreement may not be modified or amended except by a
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written instrument executed by Employee and the Chairman of the Board of
the Company.
19 Third Party Beneficiary. EDS shall be a third party beneficiary of this
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Agreement, entitled to enforce its rights set forth herein.
20 Assignment/Successors.
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a This Agreement is personal to the Employee and without the prior
written consent of the Company shall not be assignable by the Employee
otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the
Employee's legal representatives.
b This Agreement may be assigned by the Company or EDS to any of their
respective affiliates or to a successor to all or a substantial
portion of the assets or business of the Company or EDS. This
Agreement shall inure to the benefit of the Company and EDS and shall
be binding upon the Company and its successors and assigns.
21 Location of Services; Dual Contracts. In the event Employee has
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substantial responsibilities in more than one jurisdiction, the Company
will consider in good faith a request of Employee to enter into a dual
contract relationship with the Company and the appropriate affiliate of the
Company in the jurisdiction where Employee is providing such services on
mutually agreeable terms and conditions.
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22 Entire Agreement. This Agreement, together with the Restricted Stock Unit
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Agreement between the Employee and EDS and the Non-Competition Agreement
among the Employee, EDS and the Company, constitutes the parties' entire
agreement, and supersedes and prevails over all other prior agreements,
understandings or representations by or between the Company, EDS, Kearney
or any of their respective successors, on the one hand, and the Employee,
on the other hand, whether oral or written, with respect to the subject
matter herein.
23 Permitted Restructuring of A.T. Xxxxxxx or the Company. At all times
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during which this Agreement is in effect, and subject to the limitations
set forth in this Paragraph 23, EDS shall be permitted to effect certain
restructurings of A.T. Xxxxxxx or the Company for tax or accounting
purposes without triggering any right of Employee to terminate Employee's
employment for Good Reason or pursuant to a Special Event Resignation.
Without limitation of the foregoing, EDS shall be permitted to engage in
one or more of the following:
a Creating holding company structures or other new direct or indirect
subsidiaries of EDS to which it contributes all or a portion of its
Management Consulting business, so long as the Employee shall continue
in all material respects to function as the Chief Executive Officer of
the Management Consulting business as conducted by EDS and the
Company, without material diminution in Employee's position,
authority, duties or responsibilities (excluding for this purpose an
isolated, insubstantial and inadvertent action which is substantially
remedied by the Company promptly after receipt of notice thereof given
by the Employee). In the event that the Management Consulting
business of EDS is, as a result of such restructuring, conducted
through such holding company or other corporate structure, (i) the
term "Company" as used herein shall refer to the direct or indirect
subsidiary of EDS which is the top-tier corporation through which such
Management Consulting business is conducted, (ii) the term "A.T.
Xxxxxxx" as used herein shall refer to the Company, as so
restructured, and to all of its direct and indirect subsidiaries, and
(iii) the terms "Board of Directors" and "Board" as used herein shall
refer to the Board of Directors of the Company, as so restructured.
b Transferring all or a portion of its international Management
Consulting business to other existing direct or indirect subsidiaries
or EDS, so long as the employees of such business shall continue in
all material respects to report to the Chief Executive Officer of the
Company.
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IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the Effective Date set forth below:
EFFECTIVE DATE: March 31, 1995
EMPLOYEE
/s/ Xxxx X. Xxxxxxxxxxx
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Xxxx X. Xxxxxxxxxxx
A.T. XXXXXXX, INC.
By: /s/ X. X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President
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APPENDIX I
The sum of salary and bonus paid to or in respect of Employee with
respect to 1995 from (a) Kearney and (b) A.T. Xxxxxxx shall not be less than the
sum of salary and normal bonus paid to or in respect of Employee from Kearney
with respect to 1994 provided the following conditions are satisfied:
(i) Employee is employed by A.T. Xxxxxxx as of December 31, 1995;
(ii) The Board of Directors of A.T. Xxxxxxx, Inc. reasonably
determines, as soon as practicable after December 31, 1995, that the
financial results of A.T. Xxxxxxx if considered on a stand-alone basis, met
or exceeded the five-year business plan for the year ended December 31,
1995 for Kearney dated January 5, 1995, excluding the positive and negative
effects of the Acquisition (including without limitation transaction costs,
costs of integration, as well as synergies and other savings and other
extraordinary items);
(iii) Employee placed in one of the top two performance categories
for his performance in 1995; and
(iv) Employee ranked in the top two-thirds of all officers of A.T.
Xxxxxxx based on his performance in 1995.
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