EXHIBIT 10 (mm)
AMENDMENT TO EMPLOYMENT AGREEMENT
(Dated as of November 5, 1997)
This Amendment to Employment Agreement is dated as of November 5, 1997
and entered into between Data General Corporation (the "Company") and
______________________ (the "Executive").
Reference is made to that Employment Agreement dated
______________________ between the Executive and the Company (the "Employment
Agreement").
Whereas the parties, for good and sufficient consideration, the receipt
and sufficiency of which is hereby confirmed, wish to amend the Employment
Agreement to clarify the meaning of certain terms used therein;
Now, therefore, the parties agree as follows:
1. Subsection 4(b) (ii) of the Employment Agreement is hereby amended
by so that it reads in its entirety as follows:
(ii) Annual Bonus. In addition to Annual Base Salary,
the Executive shall be awarded, for each fiscal year beginning or
ending during the Employment Period, an annual bonus (the "Annual
Bonus") in cash at least equal to the greater of (x) the highest
Annual Bonus (annualized for any fiscal year consisting of less
than twelve full months or with respect to which the Executive has
been employed by the Company for less than twelve full months)
paid or payable to the Executive by the Company and its affiliated
companies in respect of the three fiscal years immediately
preceding the fiscal year in which the Effective Date occurs (the
"Recent Annual Bonus"), or (y) 30% of the Executive's Annual Base
Salary. Each such Annual Bonus shall be paid no later than the end
of the third month of the fiscal year next following the fiscal
year for which the Annual Bonus is awarded, unless the Executive
shall elect to defer the receipt of such Annual Bonus. The term
"Annual Bonus" as used in this Subsection 4(b) and in Subsection
6(d) shall include all amounts paid as a bonus to the Executive
with regard to the applicable fiscal year.
2. The first sentence of Subsection 6(a)(ii)(x)(B) of the Employment
Agreement (beginning, "If the Executive's employment ...") is hereby
amended so that such sentence reads as follows:
If the Executive's employment is terminated by reason of the
Executive's death during the Employment Period, this Agreement
shall terminate without further obligations to the Executive's
legal representatives under this Agreement, other than the
following obligations: (i) payment of the Executive's Annual Base
Salary through the Date of Termination to the extent not
theretofore paid, (ii) payment of the product of (x) the greater
of (A) the Annual Bonus paid or payable but for any deferral (and
annualized for any fiscal year consisting of less than twelve full
months or for which the Executive has been employed for less than
twelve full months) to the Executive for the most recently
completed fiscal year during the Employment Period, if any, and
(B) the highest Annual Bonus (annualized for any fiscal year
consisting of less than twelve full months or with respect to
which the Executive has been employed by the Company for less than
twelve full months) paid or payable to the Executive by the
Company and its affiliated companies in respect of the three
fiscal years immediately preceding the fiscal year in which the
Effective Date occurs (such greater amount hereafter referred to
as the "Highest Annual Bonus") and (y) a fraction, the numerator
of which is the number of days in the current fiscal year through
the Date of Termination, and the denominator of which is 365 and
(iii) payment of any compensation previously deferred by the
Executive (together with any accrued interest thereon) and not yet
paid by the Company and any accrued vacation pay not yet paid by
the Company (the amounts described in paragraphs (i), (ii) and
(iii) are hereafter referred to as "Accrued Obligations").
Except as hereby amended, the Employment Agreement is hereby ratified and
confirmed.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of
November 5, 1997.
DATA GENERAL CORPORATION
By: ________________________ ________________________
Xxxxxx X. XxXxxxx ________________________
Senior Vice President and
Chief Financial Officer
