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EXHIBIT 10.48
March 6, 1997
Xx. Xxxx Xxxxx
00000 Xxxxxxx Xxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xxxx:
This letter sets forth the details of your offer of employment from
Wang Laboratories, Inc. ("Wang" or the "Company"). The Company agrees to employ
you, and you agree to remain in the employ of the Company, upon the following
terms and conditions.
1. POSITION
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You are to be employed as a President of Wang and Chief Operating
Officer, Americas.
2. TERM
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The terms and conditions of this offer letter will cover a three
(3)-year period beginning as of the date you accept this offer of employment
letter in the space provided below (the "Effective Date").
3. COMPENSATION AND BENEFITS; EMPLOYMENT STATUS
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(a) YEARLY PAYMENTS
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Your initial yearly base salary will be $375,000 (payable
semi-monthly) and you will be eligible to participate in a yearly bonus plan
targeted at 60% of your base salary for 100% performance against your financial
and other goals. You will also have an over-achievement opportunity of up to an
additional 40% of your base salary for exceeding such performance targets, at
the discretion of the Board of Directors of the Company.
(b) STOCK INCENTIVES
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As of the Effective Date, you will be granted 50,000
restricted shares of Wang common stock (the "Restricted Shares") and 300,000
options to purchase common stock of Wang at a strike price equal to the closing
price on NASDAQ of Wang's common stock on the last trading day prior to the
Effective Date (the "Options"). 16,667 of the Restricted Shares will vest on the
second anniversary of the Effective Date, 16,667 of the Restricted Shares will
vest on
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the third anniversary of the Effective Date and the remainder of the Restricted
Shares will vest on the fourth anniversary of the Effective Date. 75,000 of the
Options will vest on each anniversary of the Effective Date, commencing with the
first anniversary thereof. The Restricted Shares and the Options will be issued
pursuant to the Company Employees' Stock Incentive Plan (the "Plan"), subject to
final approval of Wang's Board of Directors. In addition, 16,667 of the
Restricted Shares shall vest and 75,000 of the unvested Options shall become
fully exercisable immediately upon a Change of Control, as defined in the Plan,
occurring prior to the first anniversary of the Effective Date; a total of
33,333 of the Restricted Shares shall vest and 75,000 of the unvested Options
shall become fully exercisable immediately upon such a Change of Control
occurring after the first anniversary and prior to the second anniversary of the
Effective Date and all of the Restricted Shares shall vest and the then unvested
Options will become fully exercisable upon such a Change of Control occurring
after the second anniversary of the Effective Date.
(c) LONG-TERM INCENTIVE
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As a further long-term incentive, and in addition to such
other compensation to which you may be entitled hereunder, Wang shall make lump
sum payments to you of four hundred thousand dollars ($400,000) each when, and
only if, the Average Trading Value, as defined herein, of Wang's Common Stock
reaches thirty-four ($34), thirty-nine ($39) and forty-four ($44) dollars per
share, respectively, during the term of this agreement, for a total maximum
payout potential of one million two hundred thousand dollars ($1,200,000).
Average Trading Price means the average closing price of Wang Common Stock over
twenty (20) consecutive trading days on NASDAQ, or such national exchange on
which it may later be listed and traded.
(d) OTHER PROVISIONS
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(i) The Company will provide health and dental coverage to you
in accordance with existing Company plans available to all employees generally.
The Company will also provide term life insurance to you based on your
insurability in the amount of five (5) times your base salary. You will also
receive the Company's standard sick time and personal holiday benefits and up to
four weeks vacation per year. You will participate in the Company's retirement
savings plan and SERP and all such other similar plans as are available to
senior officers of the Company.
(ii) On the Effective Date, you will be granted a contingent
severance agreement applicable in the event of a change of control of the
Company, incorporating the vesting parameters referred to in paragraph 3(b)
above.
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(iii) The Company will provide you with relocation benefits
and temporary housing consistent with applicable Company policy, such temporary
housing cost to be paid for by the Company for up to six months until the situs
of your employment is determined by the Company.
(iv) During your employment, the Company will pay you a
monthly automobile allowance of five hundred eighty five dollars ($585) per
month and provide insurance for one automobile consistent with Company policy.
(v) During your employment, the Company will also reimburse
you, at regular intervals and in accordance with Company policy, for all
business travel, telephone and out-of-pocket expenses incurred by you in the
performance of your duties as an officer of the Company.
(vi) Prior to the third anniversary of the Effective Date the
Company will engage in negotiations with you regarding an extension of this
agreement. In the event that an extension of this agreement, or a new agreement,
is not entered, at the end of the three-year term of this offer letter
agreement, your employment status will be at-will. Therefore, the terms and
conditions contained in the first two paragraphs of section 4 of this letter
agreement will expire at the end of this three (3)-year period and the original,
unmodified terms of paragraph 6 of the enclosed, presently modified standard
Wang Employment Agreement, will be in full force and effect. All other terms and
conditions of this offer letter will remain in effect after the three (3)-year
period, subject to Wang's right to review them and make adjustments as
appropriate.
4. TERMINATION/SEVERANCE COMPENSATION AND BENEFITS
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In the event that your employment with the Company is involuntarily
terminated other than for cause (a term which includes but is not limited to a
material violation of the standards set forth in Wang's "Standards of Ethics and
Business Conduct" booklet) or is terminated because of your death or substantial
inability to work or if your position, referred to in paragraph 1 hereof, is
reduced without your consent, other than a mere change in title, Wang will pay
to you over a period of eighteen (18) months, thirty-six (36) salary
continuation payments, two each month, each of which shall be equal to one
twenty-fourth of your then base salary plus the target bonus at 100% performance
as set forth in your then applicable bonus plan. During this salary continuance
period, Wang will also continue to make available health and dental (but no
other) benefits to you at no cost.
In the event you become employed at any time during the eighteen
(18)-month salary continuance period, all remaining salary continuation payments
(and health and dental insurance coverage premium payments) shall terminate as
of your date of hire by your new employer, except to the extent that the total
annual compensation for your new employment is less than the
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total of your remaining salary continuation payments and, in such event, the
Company shall only pay that amount equal to the difference.
During the eighteen-month period (i) following a voluntary termination
by you of your employment with the Company, or (ii) in the event of an
involuntary termination by the Company of your employment with the Company, you
agree that you will not, without the prior written consent of the Company,
directly or indirectly engage in any business or activity, whether as an
employee, consultant, shareholder, partner or otherwise, or render services or
advice to any person, entity or business that competes in the United States in
any material manner with any service or product offered, in development or sold
by that portion or those portions of the Company, including I-NET and all of the
Company's other subsidiaries or affiliates or solicit, or assist others in
recruiting or hiring, employees of the Company or of its subsidiaries or
affiliates for employment or hire elsewhere. Nothing herein shall be construed
as preventing the Employee from purchasing and/or holding less than five percent
(5%) of the shares of any company.
5. NO CONFLICTS OF INTEREST
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By signing this offer letter, you represent that you are not subject to
any restrictions, particularly, but without limitation, in connection with any
previous employment, which prevent you from entering into and performing your
obligations under this offer letter or which materially and adversely affect (or
may in the future, so far as you can reasonably foresee, materially and
adversely affect), your right to participate in the affairs of the Company.
6. PROOF OF CITIZENSHIP AND ABILITY TO WORK
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This offer is contingent on your providing Wang with proof of U.S.
citizenship or alien work permission, as required by federal law, within the
first three days of the Effective Date. This offer is also contingent on your
signing and returning to Wang the enclosed Department of Defense forms.
7. STANDARDS OF ETHICS AND BUSINESS CONDUCT AND
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STANDARD EMPLOYMENT AGREEMENT
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Upon joining Wang, you will be required to comply with Wang's Standards
of Ethics and Business Conduct and sign Wang's Standard Employment Agreement as
presently modified (copy enclosed).
8. CONFIDENTIALITY
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March 6, 1997
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By our signatures below, we agree to treat the details of this Offer
Letter with utmost confidentiality and that we will not disclose them to any
third parties except your immediate family, our respective financial and/or
legal advisors, and such Wang personnel and/or agents as have a need to know
this information for business purposes.
Xxxx, on a more personal note, it is my pleasure to welcome you to
Wang. I look forward to working closely with you as together we accelerate the
profitable growth of Wang.
Sincerely,
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Enclosures: Standard Employment Agreement
(as presently modified)
Department of Defense Forms
Accepted and Agreed to:
/s/ Xxxx Xxxxx
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Xxxx Xxxxx Date
