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Exhibit 10
April 21, 1999
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
Dear ▇▇▇▇:
This letter, along with Wang's Standard Employment Agreement, as
presently modified and attached hereto, sets forth the terms of your employment
with 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
Subject to the approval of the Board of Directors of the Company (the
"Board"), you will be employed as Executive Vice President and Chief Financial
Officer of the Company, effective as of the date hereof ("Hire Date").
2. TERM
The terms and conditions of this letter will be in full force and effect
for a one (1) year period commencing on your Hire Date and terminating on the
first anniversary of your Hire date, unless otherwise terminated as set forth in
paragraph 4. Prior to the first anniversary of the Hire Date, the Company and
you will discuss the terms under which this letter will be extended if both
parties wish to do so.
3. COMPENSATION AND BENEFITS
(a) SALARY AND BONUS
Your base salary will be $350,000 on an annualized basis, and you will
be eligible to participate in an annualized fiscal year bonus plan targeted at
fifty percent (50%) of your base salary, depending upon your performance against
the objectives specified in the plan. The company will provide you with a
pro-rata bonus for Calendar Year 1999 and, in the event this letter is not
extended, for Calendar Year 2000.
(b) STOCK INCENTIVES
Subject to final approval by the Organization, Compensation and
Nominating Committee of the Board (the "Committee"), you will be awarded options
to purchase two hundred and forty thousand (240,000) shares of Wang Common Stock
(the "Options"). The Options will
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April 21, 1999
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have a seven (7) year term. Eighty thousand (80,000) Options will vest on each
of the first, second and third anniversaries of the Hire Date. The exercise
price of these Options will be equal to the fair market value of the Common
Stock when approved by the Committee.
(c) BENEFITS
(i) The Company will provide standard health, vision, dental, life and
disability coverage to you in accordance with existing Company plans available
to all employees generally. To arrange for your benefits and receive your Wang
Benefits Enrollment Kit, please contact ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Human Resources
Director, at (▇▇▇) ▇▇▇-▇▇▇▇ upon acceptance of this offer.
(ii) During your employment, the Company will also pay you a
monthly automobile allowance of $585.00 per month. In connection
therewith, you may elect one of two options:
Option 1: Wang will pay the automobile insurance premium for one
automobile if the automobile is leased through the Wang
automobile lease program.
Option 2: You may lease or buy an automobile in your own personal
name (and not through the Wang automobile lease
program), in which case Wang will not pay the automobile
insurance premium in connection with such an
arrangement.
4. TERMINATION
(a) In the event that your employment with the Company is involuntarily
terminated, (other than (i) a termination "for cause," a term which includes but
is not limited to a violation of the standards set forth in Wang's Standards of
Ethics and Business Conduct booklet; (ii) a termination following a Change in
Control of the Company; or (iii) a termination prior to the first Anniversary of
the Hire Date resulting from your death, with respect to each such termination
this paragraph is inapplicable), a total of 80,000 of the Options referenced in
paragraph 3(b) above shall vest as of your termination date, and Wang shall also
pay to you, at such time as Wang pays executives generally under the applicable
annual management incentive plan, the pro rata share of your target bonus,
calculated at an achievement level equal to Wang's actual performance (as used
for calculating the payout to other executives measured on the same basis) for
financial targets for the year in which your employment was terminated through
the date of your termination (less any amount thereof previously paid to you).
(b) Following the first anniversary of your Hire Date, 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, unless this
Agreement is extended in writing, the terms and conditions contained in
paragraph 4(a) of this letter will conclude on the first anniversary of your
Hire Date and the original,
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unmodified terms of paragraph 6 of the attached, modified standard Wang
Employment Agreement will be in full force and effect.
5. NO CONFLICTS OF INTEREST
By signing this 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 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. STANDARDS OF ETHICS AND BUSINESS CONDUCT
You are required to comply with the Company's Standards of Ethics and
Business Conduct (a copy of which is enclosed herewith), and a completed
Standard of Ethics and Business Conduct form (enclosed) is a condition of your
employment.
7. I-9, EXPORT FORMS
Your employment is also contingent upon your ability to provide, within
three (3) business days after commencement of employment, the completed enclosed
I-9 form, and acceptable original documents that will establish your employment
authorization and identity in compliance with the Immigration Reform and Control
Act of 1986. In addition, you are required to complete the U.S. Export
Administration Employment Compliance Form I. If you answer "NO" to question 1
you are required to call H.R. Administration at (▇▇▇) ▇▇▇-▇▇▇▇ before you report
to work to complete a U.S. Export Administration Employment Compliance Form II.
Copies of your Visa and Form I-94, will also be required. Your response to the
questions in Form II may affect your eligibility for employment.
8. NON-COMPETITION
By signing this letter, you agree as follows:
(a) During the period of your employment with Wang, and for a period of
six (6) months following the termination of your employment, you agree that you
will not, without the prior written consent of Wang, which shall not
unreasonably be withheld, directly or indirectly, whether as a principal, agent,
employee, consultant, contractor, advisor, representative, stockholder (other
than as a holder of an interest of one percent (1%) or less in the equity of any
corporation whose stock is traded on a public stock exchange), or in any other
capacity:
(1) provide services, advice or assistance to any
business, person or entity which competes in the United
States directly, as a primary focus of its business,
with Wang or any of its subsidiaries or affiliates in
the offer, sale or delivery of those desktop and network
services which constitute more than twenty per cent
(20%) of Wang's revenues in the prior twelve month
period
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or, with respect to identifiable new product or service
offerings (and not categories thereof), those which are
material to Wang and for which you had responsibility
and material and direct involvement ("Competes")(except
that this restriction shall not apply if you provide
services, advice or assistance to or within a separate
division or operating unit of any such business, person
or entity that does not itself compete with Wang or any
of its subsidiaries and affiliates and you have no
substantive involvement with any part of such business,
person or entity that does Compete with Wang); or
(2) intentionally entice, induce or solicit, or attempt
to entice, induce or solicit, any individual or entity
having a business relationship with Wang, whether as an
employee, consultant, customer or otherwise, to
terminate or cease such relationship.
(b) The parties represent and agree that any breach of this paragraph 8
is likely to cause irreparable injury to Wang, and that damages for any breach
of this paragraph are difficult to calculate. Therefore, upon breach of this
paragraph Wang shall, at its election, be entitled to injunctive and other
equitable relief. However nothing in this sub-paragraph shall limit Wang's right
to seek any relief or remedies, including damages, to which it may be entitled.
(c) It is the intention of the parties that the restrictions contained
in this paragraph 8 be reasonable as to time, geographic scope, and in all other
respects. The parties also intend that this paragraph be enforced to the fullest
extent permissible. Therefore, in the event that any provision of this paragraph
shall be determined by the court to be unreasonable, invalid or unenforceable
such determination shall not invalidate or render unenforceable the remainder of
this paragraph, and the restrictions of this paragraph shall be enforced insofar
as possible.
(d) Notwithstanding the provisions of paragraph 2 of this agreement,
this paragraph 8 shall survive the termination of this agreement.
(e) In the event of any inconsistency or conflict between the language
of this paragraph and the provisions of the Wang General Employment Agreement,
the provisions of this paragraph shall govern. In light of the more detailed
provisions of this paragraph of this letter, is agreed that the provisions of
Paragraph 8 of the Wang Global Employment Agreement are deleted and will have no
force or effect on you.
(f) This paragraph 8 shall be governed by the laws of the Commonwealth
of Massachusetts, and you agree that any suit for violation of this paragraph
may be brought in any court of competent jurisdiction located within the
Commonwealth of Massachusetts.
9. CONFIDENTIALITY
By our signatures below, we agree to treat the details of this letter
with utmost confidentiality and that we will not disclose them to any third
parties except your immediate family,
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or respective financial and/or legal advisors, and such Wang personnel and/or
agents as have a need to know this information for business purposes and as may
otherwise be required by law.
Confirmation of your acceptance of these terms and of your Hire Date by
your signature below would be appreciated within seven (7) business days from
receipt of this letter. By your signature, you acknowledge that you have read
and understand the terms of this agreement and that you are entering into it
knowingly and voluntarily.
▇▇▇▇, on a more personal note, welcome to the Wang Global. I have no
doubt that you will add a positive new dimension to the team, help us reach our
goals and have a lot of fun doing it. We are all looking forward to working with
you. If you have any questions, please call me at (▇▇▇) ▇▇▇-▇▇▇▇.
Regards,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman and Chief Executive Officer
Enclosures: Standard Employment Agreement (as presently modified)
New Hire Forms
ACCEPTED AND AGREED TO:
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
_________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Dated: April 21, 1999