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EXHIBIT 10.28
[NETFRAME LOGO]SYSTEMS INCORPORATED
CHANGE OF CONTROL AGREEMENT FOR [LastName]
CHANGE OF CONTROL
"Change of Control" shall mean the occurrence of any of the following events:
Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of
NetFRAME Systems Incorporated (herein, the Company) representing fifty percent
(50%) or more of the total voting power represented by the Company's then
outstanding voting securities; or
A merger or consolidation of the Company with any other corporation
(herein, successor employer), other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least fifty percent
(50%) of the total voting power represented by the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets.
In the event of a change of control which results in [LastName]'s
involuntary termination without cause or constructive termination which occurs
within twelve months following a change of control, [LastName] shall be entitled
to the compensation and benefits outlined herein. Termination refers to
termination of employment other than for "cause", retirement, death, disability
or voluntary resignation, unless the voluntary resignation is for "good reason"
(significant reduction in duties, a reduction in annual salary or hours of work,
a change in work location requiring a significantly longer commute [greater than
30 miles more than present commute], or a substantial reduction in the kind and
level of benefits). These compensation and benefits are granted in consideration
for [LastName] agreeing to remain as an employee with the Company, or successor
employer, following a change of control and maintaining satisfactory performance
throughout the timeframe prior to the change of control. The compensation and
benefits detailed below are payable upon [LastName]'s involuntary termination
without cause or constructive termination from the Company or successor
employer, which occurs within twelve months following a change of control,
except as provided below with respect to stock options.
Initials ___________ Date _________
COMPENSATION AND BENEFITS
[LastName] shall receive twelve months severance pay at [Gender] gross
base salary rate plus target bonus, if applicable, as of the legal date of the
change of control,
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payable in a lump sum within 3 business days after [LastName]'s involuntary
termination without cause or constructive termination from the Company or
successor employer, which occurs within twelve months following a change of
control, and;
NetFRAME, or successor employer, will continue [LastName]'s medical,
dental and vision care benefits, including the dependent coverage in effect as
of the date of change of control, if applicable, for twelve months after
[LastName]'s involuntary termination without cause or constructive termination,
which occurs within twelve months following a change of control, from the
Company, or successor employer, and;
[LastName] shall be subject to accelerated vesting of exactly one half
(1/2) of [Gender] unvested outstanding stock options under the NetFRAME 1992
Incentive Stock Option Plan effective the legal date of the change of control,
unless:
a) such accelerated vesting would make unavailable pooling of interests
accounting treatment; and
b) the purchase method of accounting for the change of control is not
acceptable to the successor employer.
CONFIDENTIALITY
I, [LastName] agree that the terms and conditions of this agreement remain in
strictest confidence, whether to employees, customers or vendors of NetFRAME or
any other parties. NetFRAME also agrees to hold these terms and conditions in
strictest confidence.
ENTIRE AGREEMENT
This Agreement represents the entire agreement and understanding between
NetFRAME and [LastName] concerning [LastName]'s termination from NetFRAME or
successor corporation relating to a change of control and supersedes and
replaces any and all prior agreements and understanding concerning [LastName]'s
relationship with NetFRAME and [LastName]'s compensation by NetFRAME with
respect to a change of control as defined herein.
_______________________________________ ______
Xxxxxx Xxxxxx, Chairman/President/CEO Date
_______________________________________ ______
Employee Signature Date
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EXHIBIT 10.28
[NETFRAME LOGO]Systems Incorporated
CHANGE OF CONTROL AGREEMENT FOR [LastName]
Change of Control
"Change of Control" shall mean the occurrence of any of the following events:
Any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of
NetFRAME Systems Incorporated (herein, the Company) representing fifty percent
(50%) or more of the total voting power represented by the Company's then
outstanding voting securities; or
A merger or consolidation of the Company with any other corporation
(herein, successor employer), other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least fifty percent
(50%) of the total voting power represented by the voting securities of the
Company or such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets.
In the event of a change of control which results in [LastName]'s
involuntary termination without cause or constructive termination which occurs
within twelve months following a change of control, [LastName] shall be entitled
to the compensation and benefits outlined herein. Termination refers to
termination of employment other than for "cause", retirement, death, disability
or voluntary resignation, unless the voluntary resignation is for "good reason"
(significant reduction in duties, a reduction in annual salary or hours of work,
a change in work location requiring a significantly longer commute [greater than
30 miles more than present commute], or a substantial reduction in the kind and
level of benefits). These compensation and benefits are granted in consideration
for [LastName] agreeing to remain as an employee with the Company, or successor
employer, following a change of control and maintaining satisfactory performance
throughout the timeframe prior to the change of control. The compensation and
benefits detailed below are payable upon [LastName]'s involuntary termination
without cause or constructive termination from the Company or successor
employer, which occurs within twelve months following a change of control,
except as provided below with respect to stock options.
Initials __________ Date __________
Compensation and Benefits
[LastName] shall receive six months severance pay at [Gender] gross
base salary rate plus target bonus, if applicable, as of the legal date of the
change of control, payable in
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a lump sum within 3 business days after [LastName]'s involuntary termination
without cause or constructive termination from the Company or successor
employer, which occurs within twelve months following a change of control, and;
NetFRAME, or successor employer, will continue [LastName]'s medical,
dental and vision care benefits, including the dependent coverage in effect as
of the date of change of control, if applicable, for six months after
[LastName]'s involuntary termination without cause or constructive termination,
which occurs within twelve months following a change of control, from the
Company, or successor employer, and;
[LastName] shall be subject to accelerated vesting of exactly one half
(1/2) of [Gender] unvested outstanding stock options under the NetFRAME 1992
Incentive Stock Option Plan effective the legal date of the change of control,
unless:
a) such accelerated vesting would make unavailable pooling of interests
accounting treatment; and
b) the purchase method of accounting for the change of control is not
acceptable to the successor employer.
Confidentiality
I, [LastName] agree that the terms and conditions of this agreement remain in
strictest confidence, whether to employees, customers or vendors of NetFRAME or
any other parties. NetFRAME also agrees to hold these terms and conditions in
strictest confidence.
Entire Agreement
This Agreement represents the entire agreement and understanding between
NetFRAME and [LastName] concerning [LastName]'s termination from NetFRAME or
successor corporation relating to a change of control and supersedes and
replaces any and all prior agreements and understanding concerning [LastName]'s
relationship with NetFRAME and [LastName]'s compensation by NetFRAME with
respect to a change of control as defined herein.
_______________________________________ ______
Xxxxxx Xxxxxx, Chairman/President/CEO Date
_______________________________________ ______
Employee Signature Date
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