EXHIBIT 10.4
Schedule 4.12.3(b)
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Retention, Employment, Compensation and Severance Baseline
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Retention
Senior Vice Presidents who do not receive an offer or who reject a MS offer will
receive a retention bonus ("Retention Bonus"). Senior Vice Presidents who
accept employment with Microsoft will receive a signing bonus ("Signing Bonus").
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% Bonus of Compensation*
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Description Reject
of Jobs in Microsoft Accept Microsoft Employment
Grade Offer -
or -
No Offer
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Retention Bonus** Signing Bonus Signing Bonus Signing of Bonus Signing Bonus Total Signing
paid at 6 mo's at 12 mo's paid at 18 mo's paid at 24 mo's Bonus Paid if
of employment of employment of employment of employment employed 2 yrs.
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Senior 40% 60% 20% 20% 20% 120%
VP's***
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* "Compensation" means the base salary in effect immediately prior to the
Closing.
** Such payment shall be payable six months after the Closing, or on such
earlier date as may be determined by the Transition Committee (as defined
in Section 4.8 of the Merger Agreement) (the "Transition Completion Date"),
unless such employee voluntarily terminates his or her employment with
Microsoft prior to such time.
*** Senior Vice Presidents include Xxxxx X. Xxxxxx, Xxxxxx Xxxx Xxxxxx,
X. Xxxxxx Xxxx and Xxx Xxxxxxxxx.
Employment and Compensation
Microsoft Employment and Compensation Baseline Terms
For Senior Vice Presidents who receive offers, Microsoft will offer no
less than:
. Salary: Equivalent or higher
. Stock Options: Microsoft option equivalent of 100% of base
salary (based on investment value)
. Microsoft Grant on August 1, 2001 based on employee
performance.
Severance
Special Transition Package for Senior Vice Presidents:
As consideration to assist in the successful transition of the Company
Business to Microsoft, on the relevant Transition Completion Date, but in no
event later than six months from the Closing (or upon an involuntary termination
without cause, if earlier), each such Senior Vice President will be paid:
. Transition Bonus: 1 times the Retention Bonus
. Severance: Microsoft Standard Severance as outlined below,
provided, however, if Microsoft Standard Severance is less
than six months' base pay then Microsoft will make a
supplemental payment for the difference.
General Severance (applicable to Visio's United States Employees):
. Microsoft recognizes all prior service credited by Visio for
purposes of severance calculations
. No Senior Vice President is terminated by Microsoft at or
within six weeks following Closing
. Microsoft standard relocations packages provided to Senior
Vice Presidents who relocate from a Visio location to a
Microsoft location, including relocations from Seattle to
Redmond.
. Microsoft Standard Severance triggered by:
. Reduction in base salary; or
. no comparable job offer by Microsoft (in terms of duties and
responsibilities), as determined in good faith by the
Transition Committee; or
. change in geographic location that exceeds 35 miles
. Microsoft Standard Severance includes:
. At Senior Vice President's option, six week job search, or in
lieu thereof six weeks' lump sum payment based on base salary
(all) ("base payment"), and
. Two weeks' base salary for every six months, capped at 26
weeks (not including the six weeks' base payment)
. Six months' accelerated option vesting on Microsoft options
received
. Outplacement assistance
. Microsoft Standard Severance only applies to US based
employees; severance for non-US based employees is determined
on a country-by-country basis per Microsoft standard policies
in that country or statutory requirement, whichever is
greater.
