Document/Exhibit Description Pages Size
1: 10-K Digital Equipment Corp. 17 77K
2: EX-10.(F) 1995 Equity Plan 11 49K
3: EX-10.(G) 1995 Stock Option Plan for Non Employee Directors 6 26K
4: EX-10.(J) Retirement Arrangement for Non Employee Directors 4 15K
5: EX-10.(M) Employment Agreement - Bruce Clafin 5 21K
6: EX-11 Computation of Net Income (Loss) Per Common Share 2± 9K
7: EX-13 1992 Annual Report 64 313K
8: EX-21 List of Subsidiaries 2 14K
9: EX-23 Consent of Independent Accountants 1 8K
10: EX-27 Financial Data Schedule 1 10K
EXHIBIT 10(m)
19 October 1995
Bruce Claflin
786 Ridgebury Road
Ridgefield, Connecticut 06877
Re: Offer of Employment
Dear Bruce,
I am pleased to offer you the position of Vice President and General Manager,
Personal Computer Business Unit, reporting to me. Your base salary will be at
the annual rate of $350,000. Also, if you leave your current employer before 31
December 1995 and lose your bonus, Digital will offset that loss up to $225,000.
Your date of hire will be mutually agreed upon should you accept this offer.
EXECUTIVE INCENTIVE PLAN
You will participate in Digital's Executive Incentive Plan. Any payment
thereunder will be made solely at the discretion of Digital's Board of
Directors, subject to Company, Business Unit, and individual performance and
subject to all other terms and conditions of the Plan, which may be revised from
time to time at the discretion of the Company. Your recommended target
participation will be $200,000 for on-plan performance for Fiscal Year 1996
provided you are employed by Digital on the payment date.
Under the current terms of the 1996 Executive Incentive Plan, you have the
potential to earn an award that may exceed your target participation by as much
as two to three times for exceptional individual performance, and the
exceptional performance of the Company and the Personal Computer Business Unit,
all as determined in accordance with the Executive Incentive Plan.
STOCK AWARDS
I will recommend to the Compensation and Stock Option Committee of Digital's
Board of Directors ("CSOC") to grant you a stock award of 20,000 shares of
Digital Common Stock
under the 1990 Equity Plan. Your stock award will be granted on the date that
the CSOC approves such award, and is subject to restrictions on your ability to
sell, transfer, pledge, or dispose of the stock for a period of time. In
addition, if you leave Digital for reasons other than death, permanent
disability, or as otherwise specified in your stock award agreement, you will
forfeit all the shares for which restrictions have not lapsed; provided,
however, if your employment is terminated by Digital other than for Cause (as
defined below) within one year of your hire date, the restrictions with respect
to 40% of your shares will lapse on the first anniversary of your hire date.
These restrictions will lapse with respect to 40% of your shares one year from
your date of hire, with respect to 30% of your shares two years from your date
of hire, and with respect to 30% of your shares three years from your date of
hire.
I will also recommend to the CSOC to grant you a non-qualified stock option to
purchase 75,000 shares (the "Option Shares") of Digital Common Stock under the
1990 Equity Plan. The exercise price of this stock option will be equal to the
fair market value of Digital Common Stock on the date the option is granted by
the CSOC. The option will become exercisable with respect to 33% of the Option
Shares one year from your date of hire, an additional 33% of the Option Shares
two years from the date of hire, and the remaining 34% of the Option Shares
three years from your date of hire.
Both stock and option grants are subject to approval by the CSOC and you will be
notified, upon the grant having been made, by a separate award letter for each
and a stock option agreement. You will be solely responsible for any income tax
consequences (including making a section 83(b) election) associated with your
receipt of such awards.
Pursuant to the compensation practices currently in effect at Digital, an
individual serving in the capacity of Vice President and General Manager,
Personal Computer Business Unit, would typically receive an annual stock option
to purchase between 30,000 to 40,000 shares of Digital Common Stock. However,
all grants of stock options are subject to and dependent upon the authorization
of CSOC, the Company's and the employee's performance, and the then existing
compensation practices and objectives of the Company.
"Cause" means (a) the commission of a willful act against Digital; or (b) your
willful misconduct which has caused or has a likelihood of causing harm to
Digital; or (c) the breach of one or more terms of the Confidentiality
Agreement; or (d) the material breach of your representation concerning
noncompetition contained in this letter.
INDEMNIFICATION
If during the two year period commencing on the date you exercise your stock
options to purchase 20,257 shares of IBM stock ("the IBM Shares") under the IBM
1989 Long-Term Performance Plan (the "IBM Plan"), IBM attempts to rescind the
issuance to you of the IBM Shares pursuant to Section 13 (d) of the IBM Plan for
noncompliance with Section 13(a) of the IBM Plan, or IBM seeks restitution of
any gain realized by you from the sale or transfer of the IBM Shares, Digital
agrees to indemnify you (i) for all reasonable legal costs, on a current
basis, you incur in connection with any action commenced by IBM concerning the
IBM Shares (an "Action") (subject to Digital's right to assume the defense of
such Action, as provided below) and (ii) for the difference between the exercise
price of the IBM Shares and their sale price (the "Gain"), provided that you (a)
promptly notify Digital of the commencement of such Action and (b) do not enter
into any settlement thereof without Digital's prior written consent. Following
such notification, Digital may elect in writing to assume the defense of the
Action. Upon such election, Digital shall not be liable for any legal costs
subsequently incurred by you. Digital further agrees that it will not enter into
the settlement of an Action which adversely affects you without your prior
written consent.
EMPLOYEE BENEFITS
As a regular employee, you will be eligible to participate in Digital's U.S.
employee benefit plans under the terms separately provided for under each such
plan or arrangement, except that you will be eligible for five weeks of vacation
on an annual basis.
RELOCATION
You will be provided with the standard relocation benefit offered to employees
of Digital. In addition to Digital's Standard Relocation Program, you have been
approved for the following provisions: assistance in marketing your Stonington
CT home and reimbursement of associated closing costs; second household goods
shipment from your home in Stonington CT; extended temporary living during the
time that you have dual housing costs, not to exceed 30 June 1996. Upon
acceptance of this offer, you will be assigned a dedicated Relocation Specialist
to provide you with a thorough relocation orientation and to assist you
throughout the relocation process. Should you voluntarily terminate your
employment with Digital within a period of two years from your date of hire, per
the Digital Relocation Obligation Agreement, you will be obligated to repay the
relocation expenses that have been paid on your behalf by Digital.
SEVERANCE
If, prior to the second anniversary of your date of hire, your employment is
terminated by Digital for other than Cause, Digital will pay you an amount equal
to your annual rate of base compensation. In addition, you will continue your
medical benefits in a manner equivalent to those provided to you immediately
prior to the date your employment ends for a period of one year or until you
become eligible for such coverage from another employer, whichever comes first.
For purposes of this section and the first paragraph of the "Stock Awards"
section only, if Digital causes a material change in the nature or scope of the
responsibilities, functions, or
duties associated with the position for which you are being hired, your
resignation under such circumstances will be considered to be a termination of
employment by Digital.
Pursuant to practices currently in effect at Digital, an individual serving in
the capacity of Vice President and General Manager, Personal Computer Business
Unit, would receive as severance if terminated by Digital without cause the
continuation of base salary for a period of four months, plus one additional
month for each year of service at the Company, payable monthly in arrears. If
such individual were to obtain employment during this period, such payments
would cease. However, Digital's practices regarding severance are subject to and
dependent on the facts and circumstances of each employment situation, the
Company's financial condition, and the then existing objectives of the Company.
NONCOMPETITION
You represent to Digital that you are not a party to, or bound by, any agreement
whether oral or written, that would prevent you from employment with Digital in
the capacity of Vice President and General Manager, Personal Computer Business
Unit.
STATUS
The position offered is as a regular employee, on an at-will basis. In addition,
this offer is contingent upon compliance with the Immigration Reform and Control
Act of 1986. In essence, the Act requires you to establish your identity and
employment eligibility. To do so, you will be required to complete Section 1 of
the attached Employment Verification Form and bring the documents identified in
the attachment to your new hire orientation. You will not be able to commence
employment with Digital until you are able to present the required documents at
your new hire orientation. Your offer is also contingent on your signing
Digital's Employee Invention and Confidential Agreement at your orientation.
Please make yourself familiar with the contents of these documents, which we
have enclosed for your review.
This agreement includes all of the agreements of the parties relative to your
offer of employment and supersedes any prior agreements or representations
between the parties as to the subjects covered.
VALIDITY OF OFFER
This offer is irrevocable and valid until November 1, 1995. If this offer has
not been accepted in writing by then, it will cease to be valid and will be
withdrawn.
If you have any questions regarding your employment, please do not hesitate to
contact Bob Mulkey at (508) 493-2112.
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Very truly yours
/s/ Enrico Pesatori
Bruce Claflin
October 19, 1995
I have read and agree to the terms as stated above and I accept the offer of
employment.
/s/ Bruce L. Claflin 10/28/95
------------------------------------- ------------------
Signature Date
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Corrected on: | | 9/19/97 | | | | | | | None on these Dates |
| Filed on: | | 9/17/97 |
| For Period End: | | 6/28/97 |
| | 11/1/95 | | 4 |
| | 10/19/95 | | 5 |
| List all Filings |
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