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EXHIBIT 10.30
May 3, 1995
Xx. Xxxxxxx X. Xxxxxxxx
000 Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Dear Xxxxx:
In light of your continuing contribution to Wang Laboratories, Inc. and
the importance of that contribution, I am pleased to offer you this employment
agreement on behalf of the Company. This letter sets forth the terms of your
employment with Wang Laboratories, Inc. ("Wang" or the "Company") and
supercedes and cancels any prior employment agreements and/or arrangements you
may have entered into with Wang. 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 Senior Vice President of Wang, and
President, Wang Latin America. You will report directly to the Chief Executive
Officer of the Corporation, who will also determine your specific
responsibilities from time to time.
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 of this letter, unless otherwise
terminated as provided in paragraph 4, below, and will provide you with one (1)
year of severance benefits if your employment with the Company is terminated at
any time during such three (3)-year period as described in paragraph 4, below.
3. COMPENSATION AND BENEFITS; EMPLOYMENT STATUS
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(a) YEARLY PAYMENTS
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Your initial yearly base salary will be $240,000 (U.S.) (payable semi-
monthly) and you will be eligible to participate in a yearly bonus plan
targeted at [50%] of your base salary, depending on your performance measured
against the goals specified in the plan. Your salary and bonus will be reviewed
yearly for possible upward adjustments at the discretion of the Company.
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(b) STOCK INCENTIVES
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You will be eligible to participate in the new Company Stock Incentive
Program, initially with a grant of 50,000 options for Wang Common Stock
exercisable at the rate of $12.125 per share, and on an ongoing basis you will
participate at a level consistent with your position, the program's terms and
conditions and your performance, subject to the concurrence of the
Organization, Compensation and Nominating Committee of the Board of Directors.
(c) 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 times your base salary. You will also
receive four weeks of vacation per year and the Company's standard sick time
and personal holiday benefits.
(ii) Your eligibility for on-going salary increases and bonuses, and
initial and future stock incentives and benefits shall be pursuant to the same
terms and conditions as those applicable to other similarly situated officers
of the Company. You will also be eligible for all other prerequisites that are
or may be made available to other similarly situated officers of the Company
from time to time.
(iii) During your employment, the Company will pay you a monthly
automobile allowance of $585 per month. Additionally, the Company will pay the
automobile insurance premium expense for one leased automobile. 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.
(iv) The Company acknowledges that while carrying out the job
responsibilities contemplated by this offer letter, you will be a resident of
Colorado.
(v) The Company agrees that if you become subject to Mexican tax laws
for work performed on behalf of Wang during the term described in Provision 2
of this offer letter, the Company will reimburse you for any Mexican tax
obligations exclusive of interest and penalties, if any, you may incur in
connection with your Wang-source income and, furthermore, the Company will
remit any social security contributions required by Mexican law to the
applicable government agency.
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(vi) The Company agrees that all airline travel necessary for you to
conduct Company business will be flown first class. You agree to use the
Company's travel resources to minimize the cost of such travel.
(vii) The Company will reimburse you for the cost of one round-trip
weekend first class airfare per month to enable your spouse to travel between
the United States and Mexico. Ticket purchases are to be made in advance (in
order to obtain the most advantageous price).
(viii) The Company will provide housing for you or will reimburse you
for housing costs (including furniture rental) incurred by you in connection
with your living arrangements in Mexico City, at a level substantially
equivalent to that you are currently being provided, subject to review by the
Company from time to time.
(ix) At the end of the three (3)-year period described in this offer
letter, your employment status will be at-will, meaning that your employment at
Wang will be for an indefinite period of time and will be terminable at any
time, with or without cause being shown, by either you or the Company.
Therefore, the terms and conditions contained in paragraph 4 of this offer
letter 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" or because of your death or substantial
inability to work; or if the Company requires you to move your residence from
Colorado to another location, and you do not consent, which consent will not be
unreasonably withheld, Wang will pay you, semi-monthly, a twelve (12)-month
salary continuance equal to your then base salary plus the target contained in
your 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 twelve (12)-
month salary continuance period, all remaining salary continuance 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 total of your
remaining salary continuance payments and, in such event, the Company shall
only pay that amount equal to the difference.
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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 three
days of the date of this letter. 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
STANDARD EMPLOYMENT AGREEMENT
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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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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.
Sincerely,
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Enclosures: Standard Employment Agreement
(as presently modified)
Department of Defense Forms
Accepted and Agreed to:
/s/ Xxxxxxx X. Xxxxxxxx May 6, 1995
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Xxxxxxx X. Xxxxxxxx Date
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