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Ast Research Inc/DE · 10-K405/A · For 12/28/96 · EX-99.1

Filed On 4/25/97 · SEC File 0-13941 · Accession Number 1017062-97-735

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 4/25/97  Ast Research Inc/DE               10-K405/A  12/28/96    2:24                                     1017062

Amendment to Annual Report -- [X] Reg. S-K Item 405 · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405/A   Form 10-K405/A for Year End 12/28/96                  10     94K 
 2: EX-99.1     Schedule I to Company's Schedule 14d-9                14     92K

EX-99.1 · Schedule I to Company's Schedule 14d-9
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Directors Employment Contracts and Termination of Employment and Change-in-Control Arrangements
1	1st Page
3	Directors
8	Employment Contracts and Termination of Employment and Change-in-Control Arrangements

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Sponsored Ads...

EXHIBIT 99.1

Schedule I to the Company's Solicitation/Recommendation Statement on Schedule
14D-9.

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SCHEDULE I

INFORMATION WITH RESPECT TO THE COMPANY

OUTSTANDING VOTING STOCK

There were 57,964,830 Shares outstanding on April 14, 1997, and each Share
is entitled to one vote on each matter presented to the stockholders for a
vote.

BENEFICIAL OWNERSHIP OF SHARES

The following table sets forth certain information, as of April 14, 1997,
with respect to all persons or entities known by the Company to be the
beneficial owners of more than 5% of its outstanding Shares, each director,
the Chief Executive Officer and the four other most highly compensated
executive officers and two additional highly compensated former executive
officers, and all directors and executive officers of the Company as a group.
Unless otherwise noted, each of the stockholders listed has sole voting and
investment power with respect to all Shares shown as beneficially owned by
such stockholder, subject to community property laws where applicable and the
information contained in the footnotes to this table:

· Download Table

NUMBER OF SHARES
--------------------
PERCENTAGE
OPTIONS OF SHARES
NAME OF BENEFICIAL OWNER (1) TOTAL OUTSTANDING
------------------------ --------- ---------- -----------

Samsung Electronics Co., Ltd. (2)............. 4,400,000 30,789,336 49.4%
Tandy Corporation (3)......................... -- 4,498,594 7.8%
Richard J. Goeglein........................... 132,000 149,000 *
Jack W. Peltason.............................. 83,000 83,300 *
Safi U. Qureshey (4).......................... 501,250 2,857,576 4.9%
Gary D. Weaver................................ 31,250 31,250 *
Mark P. de Raad............................... 10,500 10,600 *
Dennis R. Leibel.............................. 101,500 106,526 *
All directors and executive officers as a
group (14 persons) (5)........................ 859,500 3,238,252 5.5%

--------
* Less than 1%.
(1) Includes Shares which executive officers and directors have the right to
acquire within 60 days of April 14, 1997, under stock option and warrant
agreements (without giving effect to the acceleration of Options provided
for in the Merger Agreement).
(2) Includes 14,019,000 Shares beneficially owned by Purchaser through its
wholly-owned subsidiary, Samsung Electronics America, Inc., 105 Challenger
Road, Ridgefield Park, New Jersey 07660. The address for Samsung
Electronics Co., Ltd. is 250, 2-Ka, Taepyung-Ro, Chung-Ku, Seoul, Korea
100-742. Purchaser also owns 500,000 shares of the Company"s non-voting
Series A Redeemable Preferred Stock.
(3) These Shares are beneficially owned by Tandy Corporation, 1800 One Tandy
Center, P.O. Box 17180, Fort Worth, TX 76102.
(4) Includes 72,834 Shares held by Nancy Marshall as custodian for minor
children of Mr. Qureshey and 3,289 Shares held by U.S. Trust, as trustee
for Skyline Crut I and Skyline Crut II established for the benefit of Mr.
Qureshey's minor children, to which Mr. Qureshey disclaims any beneficial
interest.
(5) None of the following current or former directors and executive officers
of the Company beneficially owns any Shares or any convertible securities
that they have the right to exercise within 60 days of April 14, 1997
(without giving effect to the acceleration of Options provided for in the
Merger Agreement): Noh Byung Park, Scott Bower, Roger W. Johnson, Ho Moon
Kang, Kwang-Ho Kim, Young Soo Kim, Bo-Soon Song, Yong-Ro Song, Won Suk
Yang, Hee Dong Yoo, Gerald T. Devlin, and Ian W. Diery. See "Interests of
Certain Persons in the Offer and the Merger."

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BOARD OF DIRECTORS

The following table provides certain relevant information as of April 14,
1997, concerning the directors and their principal occupations:

DIRECTORS

RICHARD J. GOEGLEIN, 62, has served as a director since May 1987. Mr.
Goeglein is founder and principal of Gaming Associates, a casino management
company which develops and operates hotels/casinos at selected locations in
the United States. Mr. Goeglein served as President and Chief Executive
Officer of Dakin, Inc. from April 1990 through September 1991. Since January
1988, Mr. Goeglein has also been the Chairman of ConServ International, a
consulting and real estate development business. From 1984 to his retirement
date of December 31, 1987, Mr. Goeglein was the President and Chief Operating
Officer of Holiday Corporation, the holding company of Holiday Inns, Inc. Mr.
Goeglein also served on the Board of Directors of Holiday Corporation from
1978 to 1988. Mr. Goeglein currently serves as a director of Boomtown, Inc.
and Platinum Software Corporation.

ROGER W. JOHNSON, 62, was appointed a director in October 1996. Mr. Johnson
is a business advisor, teacher and author. Mr. Johnson served as the
Administrator of the U.S. General Services Administration ("GSA") from 1993 to
1996. The GSA sets federal policy in the areas of information technology,
telecommunications and automated data processing, supply and service
procurement, and real property management and acquisition. In addition, Mr.
Johnson is a member of the Executive Committee for the American Entrepreneurs
for Economic Growth. Prior to his tenure at the GSA, Mr. Johnson was Chairman
and Chief Executive Officer of Western Digital Corporation from 1982 to 1993.
Mr. Johnson currently serves on the Boards of Directors of The Needham Funds,
Inc., JTS Corporation, Group Technologies, Inc., Insolectro, Inc., Elexsys
International, Inc., and Array Microsystems.

HO MOON KANG, 47, was appointed a director in February 1997. Mr. Kang joined
Samsung in 1975 and has held a number of positions in the Semiconductor
Division. In March 1990, Mr. Kang was named Managing Director of MICRO Export
Team. In January 1994, Mr. Kang was named General Manager of MICRO Division
and in January 1995 was named General Manager of MICRO Business. Currently,
Mr. Kang serves as Senior Vice President and General Manager of Samsung
Electronics Computer Division.

KWANG-HO KIM, 57, was appointed a director in July 1995, and since June
1996, Mr. Kim has served as Chairman of the Board of the Company. Mr. Kim
first joined Samsung when Tongyang Broadcasting Co. merged into the Samsung
Group in January 1969. In 1978, Mr. Kim was one of the founders of the
semiconductor business of Samsung, and was named Vice President in charge of
the Research and Development Center for the semiconductor business at Samsung
in March 1987. Throughout his career at Samsung, Mr. Kim has held a number of
positions in research and development, manufacturing, plant and division
management, where he was named President and Chief Executive Officer of the
semiconductor business in March 1990, President and Chief Executive Officer of
Samsung in December 1992 and Vice Chairman and Chief Executive Officer of
Samsung from 1994 to 1996. In January 1997, Mr. Kim was named Chairman and
Chief Executive Officer of Samsung Americas.

YOUNG SOO KIM, 62, was appointed a director in July 1995 and since August
1996 has served as the Company's President and Chief Executive Officer. Before
joining Samsung, Mr. Kim was Vice President of Honeywell in charge of its
Solid State Electronics Division from December 1974 to August 1987. He joined
Samsung in August 1987 as Vice President of the semiconductor business and in
June 1989 was named President of the Computer and Systems Business. From
January 1993 to August 1996, Mr. Kim served as Corporate Vice President of
Samsung.

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JACK W. PELTASON, 73, has served as a director since July 1993. Mr. Peltason
has served as President of the University of California from 1992 to 1995,
following an eight-year tenure as Chancellor of the University of California,
Irvine, a seven-year term as President of the American Council on Education,
and a ten-year term as Chancellor at the University of Illinois at Urbana-
Champaign. Mr. Peltason is currently on the Board of Directors of Irvine
Apartment Communities and Infotec, and serves as a member of the Board of
Trustees for the FHP Foundation, Irvine Health Foundation, and Teachers
Insurance and Annuity Association.

SAFI U. QURESHEY, 46, a Company founder, has served as a director since the
Company's inception and served as President from the Company's inception
through July 1994. In July 1988, Mr. Qureshey was elected Chief Executive
Officer and served as such until November 1995. He served as Co-Chairman of
the Board from 1988 through June 1992, and served as Chairman of the Board
from November 1993 to June 1996, when he was assumed the title Chairman
Emeritus. Mr. Qureshey is currently a member of the President's Export
Council. This premier national committee advises President Clinton on
government policies and programs that affect U.S. trade performance and
promotes export expansion. In addition, Mr. Qureshey was awarded the 1995 UCI
Medal, the University of California, Irvine's highest honor, for his service
and commitment to the university. Mr. Qureshey is currently on the Board of
Directors of ObjectAutomation.

YONG-RO SONG, 51, was appointed a director in February 1997. Mr. Song joined
Samsung through an affiliated company, Cheil Petrochemical, Co., Ltd., in
1981. He later was named Senior Managing Director of Samsung Electronics
planning department in 1988 and Senior Managing Director of Samsung
Electronics corporate supporting office in 1993. From April 1994 to June 1995,
Mr. Song served as Executive Vice President of the Joongang Ilbo (a Samsung
affiliate). Mr. Song served as Executive Vice President and General Manager of
Samsung Electronics from July 1995 to December 1996. Since January 1997, Mr.
Song has served as Executive Vice President and Chief Executive Officer of
Samsung's Corporate Planning Office.

BO-SOON SONG, 48, was appointed a director in January 1996. In January 1997,
Mr. Song was named President of Samsung Americas, and from January 1995, Mr.
Song has served as President and Chief Executive Officer of Samsung North
America, the U.S. headquarters of the Samsung Group. Mr. Song was Chief
Executive Officer of Samsung Electronics America Holding Company ("SEA") from
1993 to 1995. Prior to being appointed as Chief Executive Officer of SEA in
September 1993, Mr. Song had been Chief Finance Officer of SEA from 1991 to
1993, and earlier served as Finance Director of Samsung from 1988 to 1991.
From 1984 to 1988, Mr. Song was Treasurer of Samsung Trading Co. in London,
England. Mr. Song joined Samsung in 1980 as a Senior Manager for the Samsung
Group Chairman Office's International Finance Division.

WON SUK YANG, 53, was appointed a director in July 1995 and has served as
the Company's Senior Vice President and Chief Financial Officer since
September 1996. Since April 1995, Mr. Yang has served as Senior Executive
Managing Director of Samsung. He joined the Samsung Group through an
affiliated company, Cheil Industries, in 1970. He later was named Director of
Finance from April 1979 to March 1983 of Samsung Petrochemical Co., Ltd. In
April 1983, he was named Executive Vice President of Samsung Semiconductor
Inc., a U.S. subsidiary of Samsung. From June 1991 to December 1992, Mr. Yang
was General Manager of the Planning and Administrative Office of Samsung and
in January 1993 was made General Manager of the Corporate Administrative
Office for an affiliated company, Cheil Synthetics Industries.

BOARD COMMITTEES

The Board is responsible for the overall affairs of the Company. Authority
with respect to certain matters of the Company has been delegated to standing
committees of the Board, which are the Executive Committee, Audit Committee
and Compensation Committee. The Board does not have a standing Nominating
Committee.

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The Executive Committee is empowered to act for and on behalf of the Board
and its committees, but may not undertake actions reserved in the Bylaws to
the Board itself, such as filling vacancies on the Board and declaring certain
dividends to stockholders. Actions by the Executive Committee are to be
reported for review and ratification by written consent or at a subsequent
meeting of the Board. Mr. Qureshey, Mr. Y.S. Kim and Dr. Carmelo Santoro
served on the Executive Committee from January 1996 until June 1996, at which
time the Executive Committee was re-formulated and Mr. K.H. Kim, Mr. H.G. Kim,
Mr. Yoo, Mr. Ian Diery and Mr. Goeglein were elected. Mr. Diery resigned from
the Executive Committee in August 1996. Mr. Y.S. Kim was elected to the
Executive Committee in November 1996. In December 1996, the remaining members
of the Board not then on the Executive Committee were elected to the Executive
Committee. During fiscal 1996, the Executive Committee held 6 meetings.

The Audit Committee has the responsibility of recommending to the Board the
appointment of the Company's outside auditors, reviewing the auditors'
reports, management reports and various audit criteria, and consulting with
the auditors concerning the adequacy of internal accounting controls.
Mr. Goeglein, Mr. Peltason, Mr. Yang and Dr. Santoro served on the Audit
Committee during fiscal 1996. Dr. Santoro resigned in July 1996 and Mr. Yang
resigned in September 1996. Mr. H.G. Kim was elected to the Audit Committee in
November 1996. No meetings were held in fiscal 1996.

The Compensation Committee is empowered to review and administer the
Company's compensation practices and policies, which include administering the
Company's incentive compensation plans, reviewing compensation levels of the
Company's officers and directors, reviewing the Company's long-range plans for
management development and examining the Company's compensation structure as
it relates to industry practices. Messrs. Goeglein, Peltason and Yang served
on the Compensation Committee during fiscal 1996. Mr. Yang resigned in
September 1996 and Mr. B.S. Song was elected in November 1996. During fiscal
1996, the Compensation Committee held 4 meetings.

ATTENDANCE AT MEETINGS

During fiscal 1996, the Board held a total of 7 meetings, of which 3 were
special meetings conducted by telephone. During fiscal 1996, each member of
the Board attended 75 percent or more, in the aggregate, of the meetings of
the Board during the period in which he was a director and meetings of the
Committees of which he was a member.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Goeglein, Peltason and Yang served on the Compensation Committee
until September 1996, when Mr. Yang was appointed Chief Financial Officer of
the Company and resigned from the Compensation Committee. Mr. B.S. Song was
elected to the Compensation Committee in November 1996 to replace Mr. Yang. No
member of the Compensation Committee is an officer or an employee of the
Company.

DIRECTORS COMPENSATION

The directors of the Company serve until their successors are elected and
duly qualified. Non-employee directors receive annual retainers of $30,000
paid at the rate of $2,500 per month and additional committee meeting fees of
$2,000 per meeting for the Chairman and $1,000 per meeting per committee
member. Directors who are also employees of the Company do not currently
receive fees for service in their capacity as a director. For information
regarding compensation of Mr. Qureshey, see "Employment Contracts and
Termination of Employment and Change-in-Control Arrangements" in this Schedule
I.

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Pursuant to the Stockholder Agreement, those directors appointed by Samsung
who are also officers, employees, or consultants of Samsung (the "Samsung
Employee Director Designees") are entitled to receive, in their capacities as
directors of the Company, only such fees, options and other awards and expense
reimbursements, if any, as may be provided to employee directors of the
Company generally in their capacity as directors. At Samsung's discretion, any
such amounts payable to the Samsung Employee Director Designees will be paid
to Samsung rather than to the Samsung Employee Director Designees. Those
directors appointed by Samsung who are not Samsung Employee Director Designees
are entitled to receive all benefits to which other non-employee directors of
the Company are entitled, and no such amounts may be paid or transferred to
Samsung.

The 1991 Stock Option Plan for Non-Employee Directors, as amended, provides
for an initial grant of options to purchase 20,000 Shares to each newly
elected or appointed non-employee director. In addition, on January 1 of each
year, each participant will receive an option to purchase an additional 12,000
Shares. The aggregate number of Shares that may be issued under this plan is
500,000. Options vest equally over four years commencing on the first
anniversary of the date of grant. Each option is exercisable at 100% of the
Share's fair market value on the date of grant.

In 1994, the Company adopted the 1994 One-Time Grant Stock Option Plan for
Non-Employee Directors, as amended. This plan provides for the one-time grant
of an option to purchase 50,000 Shares to each non-employee member of the
Board on July 1, 1994. As a result of completing the initial transactions with
Samsung, effective July 31, 1995, unvested options to purchase 175,000 Shares
at $14.25 per share became immediately exercisable. At December 28, 1996,
options to purchase 100,000 Shares remained outstanding and were exercisable
at an exercise price of $14.25 per Share.

In 1996, the Company adopted the 1996 Non-Employee Director Plan. This plan
provides for an aggregate of 500,000 Shares to be available for option grants
to the non-employee members of the Board. In fiscal 1996, options to purchase
190,000 Shares were granted to the non-employee directors. These options vest
ratably over a period of four years from the date of grant.

In December 1990, the Board authorized the issuance of warrants to purchase
an aggregate of 80,000 Shares to its then non-employee directors. At December
28, 1996, 40,000 of these warrants remained outstanding and were exercisable
at $13.88 per share. On July 27, 1992, the Board authorized the issuance of
warrants to purchase 50,000 Shares to Dr. Santoro, the Company's then Chairman
of the Board. At December 28, 1996, 37,500 of these warrants remained
outstanding and were exercisable at $13.50 per Share. As a result of
completing the initial transactions with Samsung, effective July 31, 1995,
unvested warrants to purchase 25,000 Shares at $13.50 per Share became
immediately exercisable.

Each of Messrs. Johnson, Peltason and Goeglein, as members of the Special
Committee, has received for their services on the Special Committee during the
pendency of the Acquisition Proposal and any other proposal by or transaction
with Purchaser that pursuant to the terms of the Stockholder Agreement would
be subject to the approval of the Independent Directors, a fee of $50,000
(payable $25,000 on January 30, 1997 and $25,000 on March 30, 1997), plus
reimbursement of expenses reasonably incurred in connection with their
services on the Special Committee.

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EXECUTIVE OFFICERS

The following table sets forth the name and age of each executive officer of
the Company at April 14, 1997, his positions and offices with the Company and
the period during which he has served as an executive officer of the Company:

· Download Table

EXECUTIVE
OFFICER
NAME AGE POSITION(S) SINCE
---- --- ----------- ---------

Young Soo Kim 62 President and Chief Executive Officer 1996
Senior Vice President and Chief Financial
Won Suk Yang 53 Officer (Acting) 1996
Noh Byung Park 42 Senior Vice President, Worldwide Product
Development and Manufacturing 1996
Gary D. Weaver 54 Senior Vice President, Worldwide Operations 1995
Mark P. de Raad 37 Vice President, Finance, Treasurer and
Principal Accounting Officer 1995
Scott Bower 46 Vice President, Sales and Marketing, Americas 1997

For information on the business background of Mr. Y.S. Kim and Mr. Yang see
"Directors" above.

NOH BYUNG PARK joined the Company as a member of the Board of Directors in
1996. In September 1996, Mr. Park resigned from the Board and was named Senior
Vice President of Worldwide Product Development and Manufacturing. Mr. Park
first joined Samsung Electronics' Personal Computer division in 1975. From
1981 to 1985, Mr. Park completed his Ph.D. in computer engineering. Between
1985 and 1990, he taught computer engineering and computer science at the
University of California, Irvine. In March 1990, he rejoined Samsung as the
Director of Research and Development and was subsequently named General
Manager of Samsung Electronics' Personal Computer Division.

GARY D. WEAVER joined the Company in December 1994 as Vice President,
Americas Manufacturing and in September 1995 was elected Senior Vice
President, Worldwide Manufacturing Operations. Immediately prior to joining
the Company, he served as Vice President, Operations at Ioptex Research from
May 1990 to November 1994 with responsibility for human resources,
engineering, manufacturing, quality and distribution. Mr. Weaver has also held
various other positions throughout his career including Worldwide Vice
President of Manufacturing at Cipher Data Products, Senior Vice President,
Manufacturing at Irwin Magnetics and Managing Director for Atari Far East,
where he was responsible for high volume operations in the Company's Taipei
facility.

MARK P. DE RAAD joined the Company in May 1987 as Manager, Financial
Reporting. In February 1989, Mr. de Raad was promoted to Assistant Controller
and to Controller in August 1990. In February 1994, Mr. de Raad was named Vice
President, Worldwide Controller, in August 1994 assumed the title Vice
President, Financial Operations and in July 1995 was elected Vice President,
Controller and Principal Accounting Officer. Prior to joining the Company in
May 1987, Mr. de Raad was employed by Tandem Computer, Inc. and KPMG Peat
Marwick LLP.

SCOTT BOWER was named an officer and Senior Vice President of Sales and
Marketing, Americas in January 1997. Prior to joining the Company, from June
1995 to December 1996, Mr. Bower was Vice President of Sales and Marketing for
Samsung's Information Systems Division in the United States. Prior to joining
Samsung, Mr. Bower served 23 years with IBM, where he held various executive
positions including Director of Mobile Computing Marketing, Director of PC
Product Line Planning and Director of Software Sales.

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EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

On July 27, 1993, the Company entered into a five-year revolving term
employment agreement with Mr. Qureshey (the "Founder's Agreement"), which
provides in certain circumstances for a possible consulting term and other
post-termination benefits. All post-termination benefits are conditioned upon
Mr. Qureshey not undertaking competing employment and him not soliciting away
Company employees. In addition, Mr. Qureshey agreed that he will vote his
shares along with the other stockholders in the election of directors and will
not join or participate against the Board in any proxy solicitation, and will
offer the Company a right of first refusal on any 100,000 or more Share blocks
proposed to be sold by him in any private sale. However, in the Merger
Agreement the Company has waived its rights of first refusal with respect to
the tender and purchase of Shares pursuant to the Offer and the consummation
of the Merger. If Mr. Qureshey should accept non-competing but substantial
employment with any other company or firm during any period of active
employment, consulting, or post-termination benefits under the Founder's
Agreement, the Company may elect that Mr. Qureshey cease to be an employee or
consultant and be entitled to receive an aggregate lump sum equal to 50% of
the salary and/or bonus, if any, which he is then receiving from the Company
and which he otherwise would be entitled to receive for the remaining balance
of the employment or post-termination benefit or consulting period, as
described below; however, all other benefits would cease and Mr. Qureshey
would continue to be bound by the restrictions concerning competing
employment, non-solicitation of employees, the voting of shares and the right
of first refusal. At any time following one year from a date of employment
termination, Mr. Qureshey may elect to terminate the foregoing restrictions
upon 90 days' written notice, in which event all Company obligations and
benefits payable under the Founder's Agreement would cease, all stock option
accelerations would be rescinded and any outstanding loans to Mr. Qureshey
would have to be repaid to the Company within 90 days. Nevertheless, Mr.
Qureshey would continue to be bound by the provisions of the Founder's
Agreement pertaining to the Company's confidential and proprietary
information.

Mr. Qureshey resigned as President and Chief Executive Officer effective
November 2, 1995, but remained an employee and Chairman of the Board.
Effective November 2, 1995, Mr. Qureshey agreed to a voluntary reduction in
salary to $325,000 per year. However, all other terms, including his annual
base salary of $650,000, of the Founder's Agreement were deemed to be in
effect and all rights are reserved thereunder by Mr. Qureshey.

On June 28, 1996, the Company elected Mr. K.H. Kim as Chairman of the Board
and named Mr. Qureshey Chairman Emeritus, which would have resulted in Mr.
Qureshey's being entitled to certain compensation and benefits had Mr.
Qureshey not agreed to defer effectiveness of the Founder's Agreement to some
future date of his choice.

On February 4, 1997 Mr. Qureshey elected to terminate his employment for
"good reason." In connection with this termination, Mr. Qureshey's base salary
was reinstated at $650,000 per year. Mr. Qureshey will continue to receive his
base salary for a benefit period of five years following termination. In
addition to receiving his salary: (i) Mr. Qureshey will receive his annual
bonus for fiscal year 1997, pro rated to the date of termination, as well as
annual bonuses of $100,000 for the two fiscal years following termination;
(ii) the vesting of all of Mr. Qureshey's stock options accelerated, and such
options became exercisable and all restrictions on restricted stock awards
lapsed; (iii) Mr. Qureshey's benefits allowance for death or disability will
continue for a period of five years from the date of termination; and (iv) all
of Mr. Qureshey's benefits payable under the Company's tax-qualified employee
benefit plans or other programs pertaining to deferred compensation,
retirement, profit sharing, 401(k), or employee stock ownership (if any) will
become payable. In addition, if Mr. Qureshey enters into loan agreements for
the purpose of exercising options or other rights to acquire securities of the
Company, the Company will guarantee such loans (up to $3,000,000) and pay the
interest on them for a period ending 13 months after the date of the event
causing tax liability to be incurred by reason of such exercise.

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Under the Founder's Agreement, Mr. Qureshey is entitled to receive
additional benefits during the first five-year post-termination benefit period
including an office, health and welfare benefits, continued use of a Company
automobile followed by transfer of title of such automobile to Mr. Qureshey at
the end of the five-year period following termination, and up to $25,000 per
year (grossed up for income taxes) for estate, tax and financial planning
services. Pursuant to an Implementation Supplement to Employment Agreement
entered into on April 19, 1997, the Company agreed to pay Mr. Qureshey monthly
payments equal to $10,000 during such first five-year period and to transfer
currently certain office furniture to him in order to implement the office,
secretarial and automobile provisions of the Founder's Agreement (described
above).

Following such five-year post-termination benefits period, provided Mr.
Qureshey has not undertaken substantial or competing employment during such
period, the Company indefinitely will provide continued health and welfare
benefits, with Mr. Qureshey paying or reimbursing the Company for the average
cost of such coverage, and Mr. Qureshey will have the title Vice Chairman. For
a period of up to five years following the first five-year post-termination
benefits period, Mr. Qureshey may elect to become a consultant and receive 60%
of his former base salary and be entitled to receive the additional benefits
described in the foregoing paragraph. If prior to any termination Mr. Qureshey
undertakes an "early retirement" from active employment and otherwise is not
receiving the post-termination benefits enumerated above, he may at his
election become a consultant to the Company and become subject to the
restrictions under the Founder's Agreement and also become entitled to receive
80% of his then base salary for a period of five years, as well as the
additional benefits listed above. Bonus amounts will not be payable during any
consulting period.

Mr. Qureshey's benefits under the Founder's Agreement are in addition to and
not in lieu of the benefits payable to him under his Severance Compensation
Agreement (see below). On April 18, 1997, the Company paid Mr. Qureshey the
sum of $1,538,658 in fulfillment of the Company's obligations under Mr.
Qureshey's Severance Compensation Agreement. Mr. Qureshey does not otherwise
participate in the officer involuntary termination policy described below.

At the Annual Meeting of Stockholders held in May 1987, the stockholders
authorized and approved an indemnification program for corporate officers and
directors under which the Company and each corporate officer and director
entered into an Indemnification Agreement, substantially in the form approved
by the stockholders. Such agreements provide for each indemnified officer and
director to be indemnified by the Company to the fullest extent permitted by
its Certificate of Incorporation, Bylaws and applicable law against all
expenses, liabilities and losses suffered by the indemnified officer or
director in connection with any present or future claim or proceeding to which
the indemnified officer or director is a party by reason of his capacity as an
officer or director.

The Company has entered into Severance Compensation Agreements with certain
of its executive officers. Under the agreements, following a "change in
control" of the Company, if either the Company terminates the officer's
employment "without cause" or the officer terminates his employment for "good
reason," each as defined in the agreements, then: (i) the Company will pay the
officer severance compensation equal to two years' salary and bonuses; (ii)
all stock options held by the officer, to the extent that they would become
exercisable within two years of the "change in control," will immediately
become exercisable for a period of six months following termination; and (iii)
the officer will receive continued welfare benefits for a period of two years.
Under the agreements, the Company will indemnify the officer with respect to
payment of excise taxes on excess "parachute payments" imposed under Section
4999 of the Code. For all agreements entered into after the original Samsung
investment in the Company, a "change in control" will be deemed to occur with
respect to Samsung's investment in, and relationship with, the Company only if
Samsung's percentage ownership of the Company's Shares exceeds 49.9%. Similar
agreements have also been entered into with four vice presidents, except that
the vice presidents' severance benefits include only one year of salary, bonus
and welfare benefits continuation, and only options otherwise vesting within
one year of the "change in control" will accelerate.

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The Company has a severance policy for its executive officers which, in the
event of an involuntary termination other than in connection with a "change in
control," as defined in the severance policy, requires the Company to pay
certain of its executive officers severance equal to six months' salary plus
an additional month of salary for each year of employment with the Company, up
to a maximum of twelve months. Welfare benefits are also continued during this
period. Executive officers who have entered into Severance Compensation
Agreements do not otherwise participate in this severance policy.

If the benefits to be paid under the Severance Compensation Agreements or
the severance policy for executive officers were triggered, payments in the
following approximate amounts would be made to the following executive
officers and vice presidents: Won Suk Yang--$320,000, Gary D. Weaver--
$270,400, Scott Bower--$500,000, Sean Corkery--$242,000, Gary Mullinix-
$250,100, Robert Parmelee--$234,800, Rodney Rodericks--$404,200.

In addition, the Company has entered into an Agreement dated January 16,
1997, as amended on April 18, 1997 (the "Resignation Agreement"), with Mark P.
de Raad which replaced the Severance Compensation Agreement between the
Company and Mr. de Raad and which exclusively governs the severance
compensation and benefits payable upon Mr. de Raad's termination from
employment with the Company, which will be May 16, 1997 (the "Date of
Termination"). Following the date of termination, Mr. de Raad shall be paid a
lump sum amount of $496,701.92, less withholding. Furthermore, under the
Resignation Agreement all of the non-qualified stock options held by Mr. de
Raad will become fully exercisable as of the Date of Termination. In addition,
for a period not to exceed two years from the Date of Termination, Mr. de Raad
will be permitted to participate in the Company's medical, dental, long-term
disability and life insurance plans and certain other benefit programs on the
same basis as such benefits are available to other senior executive officers
of the Company.

Mr. Diery's employment with the Company terminated on August 26, 1996.
Pursuant to a Severance Compensation Agreement with the Company, Mr. Diery was
paid a lump sum payment of $2,100,000.

Mr. Leibel's employment with the Company terminated on October 7, 1996.
Pursuant to a Severance Compensation Agreement with the Company, Mr. Leibel
was paid a lump sum payment of $605,078.

Michael Willcocks' employment as Senior Vice President, Asia Pacific and
Middle East terminated on November 11, 1996. Pursuant to a Severance
Compensation Agreement with the Company, Mr. Willcocks was paid a lump sum
payment of $120,000.

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following tables present information concerning the cash compensation
and stock options provided to the Company's Chief Executive Officer, a former
Chief Executive Officer, and the four other most highly compensated executive
officers and two additional highly compensated former executive officers of
the Company during fiscal year 1996 (collectively, the "Named Executive
Officers") for the fiscal year ended December 28, 1996, the transition period
ended December 30, 1995 ("TP 95"), and the fiscal years ended July 1, 1995 and
July 2, 1994. The notes to these tables provide more specific information
regarding compensation.

SUMMARY COMPENSATION TABLE

· Enlarge/Download Table

LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------------- ------------
SECURITIES
TRANSITION OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PERIOD OR SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
PRINCIPAL POSITION (A) FISCAL YEAR ($) ($) ($) (#) ($)
---------------------- ----------- ------- ------ ------------ ------------ ------------

Young Soo Kim (b) 1996 70,800 -- -- 200,000 2,723 (c)
President and TP95 -- -- -- -- --
Chief Executive Officer 1995 -- -- -- -- --
1994 -- -- -- -- --
Ian W. Diery (d) 1996 508,064 70,000 90,104 (d) -- 2,100,000 (d)
President and TP95 101,323 -- -- 1,000,000 --
Chief Executive Officer 1995 -- -- -- -- --
1994 -- -- -- -- --
Gary D. Weaver (e) 1996 244,234 18,960 -- 15,000 3,366 (c)
Senior Vice President, TP95 104,100 -- 84,308 (f) 50,000 3,123 (c)
Worldwide Manufacturing 1995 -- -- -- -- --
Operations 1994 -- -- -- -- --
Mark P. de Raad (e) 1996 205,851 -- -- 10,000 2,926 (c)
Vice President, Controller and TP95 92,877 -- -- 4,000 1,278 (c)
Principal Accounting Officer 1995 -- -- -- -- --
1994 -- -- -- -- --
Gerald T. Devlin (e) 1996 330,038 -- -- 25,000 6,462 (c)
Senior Vice President, TP95 116,577 -- 116,000 (g) 100,000 462 (c)
Americas 1995 -- -- -- --
1994 279,821 -- -- 7,500 5,815 (c)
Dennis R. Leibel 1996 241,191 50,000 30,096 (h) 30,000 611,227 (h)
Senior Vice President, Legal, TP95 115,400 -- -- 10,000 4,060 (c)
Administration and Secretary 1995 217,820 -- -- 16,000 5,339 (c)
1994 200,414 30,000 -- 6,000 6,454 (c)

--------
(a) Compensation for Mr. Park and Mr. Yang was paid by Samsung; therefore,
they are not included in the Summary Compensation Table. Mr. Park's annual
salary was $250,000, and Mr. Yang's annual salary was $250,000, each of
which was paid by Samsung in fiscal year 1996.

(b) Mr. Y.S. Kim was named President and Chief Executive Officer on August 26,
1996. Mr. Kim's annual salary is $300,000, of which he was paid
approximately $105,000 in fiscal 1996. Of that amount, approximately
$34,000 was paid by Samsung.

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(d) Mr. Diery was named President and Chief Executive Officer on November 2,
1995. Other Annual Compensation in fiscal 1996 includes $88,181 in
relocation expenses and reimbursement for tax and estate planning. Mr.
Diery's employment with the Company terminated on August 26, 1996.
Pursuant to a Severance Compensation Agreement with the Company, Mr. Diery
was paid a lump sum payment of $2,100,000, which is included in All Other
Compensation.

(e) Mr. Devlin, Mr. Weaver, and Mr. de Raad were named as executive officers
during transition period 1995. Only compensation for the full transition
period or fiscal year during which they served as an executive officer is
included in the above summary compensation table. Mr. Devlin was also an
executive officer in fiscal 1994 and 1993, before resigning and re-joining
the Company in transition period 1995. For further information regarding
the compensation of Mr. de Raad, see "Employment Contracts and Termination
of Employment and Change-in-Control Arrangements" above in this Schedule
I.

(f) The Company paid $84,308 for Mr. Weaver's relocation expenses in
transition period 1995.

(g) Amount represents a signing bonus paid to Mr. Devlin upon rejoining the
Company in September 1995.

(h) Other Annual Compensation includes payments to cover taxes on Mr. Leibel's
bonus payment. Mr. Leibel's employment with the Company terminated on
October 7, 1996. Pursuant to a Severance Compensation Agreement with the
Company, Mr. Leibel was paid a lump sum payment of $605,078, which is
included in All Other Compensation. All Other Compensation also includes
the Company's matching contribution to the Company's 401(k) plan of
$6,149.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

· Download Table

INDIVIDUAL GRANTS
----------------------------------------------
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
RATES OF STOCK
NUMBER OF PRICE
SECURITIES % OF TOTAL EXERCISE APPRECIATION
UNDERLYING OPTIONS/SARS OR FOR OPTION
OPTIONS/SARS GRANTED TO BASE TERM(B)
GRANTED(A) EMPLOYEES IN PRICE EXPIRATION -----------------
NAME (#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
---- ------------ ------------ -------- ---------- ------- ---------

Young Soo Kim 200,000 10.3% 4.69 12/23/06 589,589 1,494,134
Ian W. Diery -- -- -- -- -- --
Gary D. Weaver 15,000 0.8% 8.63 01/09/06 81,363 206,190
Mark P. de Raad 10,000 0.5% 8.63 01/09/06 54,242 137,460
Gerald T. Devlin 25,000 1.3% 8.63 01/09/06(c) 135,605 343,651
Dennis R. Leibel 30,000 1.5% 8.63 01/09/06(c) 162,726 412,381

--------
(a) All option grants were new and not granted in connection with an option
repricing transaction. Options vest ratably over four years, commencing on
the first anniversary of the date of grant, and expire 10 years from date
of grant.
(b) The potential gains shown are net of the option exercise price and do not
include the effect of any taxes associated with exercise. The amounts
shown are for the assumed rates of appreciation only, do not constitute
projections of future stock price performance, and may not necessarily be
realized. Actual gains, if any, on stock option exercises depend on the
future performance of the Company's Shares, continued employment of the
optionee through the term of the option, and other factors.
(c) Mr. Devlin's employment with the Company terminated on October 11, 1996,
and Mr. Leibel's employment with the Company terminated on October 7,
1996, and as a result the options listed above have expired according to
their terms.

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EX-99.1 13th Page of 14 TOC 1st Previous Next Bottom Just 13th

AGGREGATED OPTION/SAR EXERCISES IN
FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES

· Enlarge/Download Table

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FISCAL OPTIONS/SARS AT
YEAR END (#) FISCAL YEAR END ($)
------------------------- -------------------------
SHARES
ACQUIRED ON VALUE
EXERCISE REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------

Young Soo Kim -- -- -- 200,000 -- --
Ian W. Diery -- -- -- -- -- --
Gary D. Weaver -- -- 27,500 67,500 -- --
Mark P. de Raad -- -- 41,000 13,000 -- --
Gerald T. Devlin(a) -- -- 25,000 -- -- --
Dennis R. Leibel(a) 20,000 25,626 101,500 -- -- --

--------
(a) Mr. Devlin's employment with the Company terminated on October 11, 1996,
and Mr. Leibel's employment with the Company terminated on October 7,
1996, and as a result the options listed above have expired according to
their terms.

CERTAIN TRANSACTIONS

In September 1993, the Company loaned Scott A. Smith, Vice President and
General Manager, Desktop Products, $100,000 for the purchase of a primary
residence, evidenced by a promissory note secured by a deed of trust. The loan
was issued interest free and was paid in full on November 15, 1996.

In July 1995, the Company loaned Mr. Qureshey $1,156,453 to exercise options
to purchase 150,000 Shares granted under the AST Research, Inc. Chief
Executive's Plan, evidenced by a promissory note secured by a stock
certificate. The loan was repaid on August 21, 1996.

On December 21, 1995, the Company issued a five-year option to Samsung to
purchase 4.4 million Shares at an exercise price of $.01 per Share and allowed
Samsung to add an additional member to the Board in exchange for additional
financial support, principally including a two-year $200 million credit
guarantee and a two-year vendor credit line of $100 million for selected
component purchases.

On February 22, 1996, the Company entered into a Server Technology Transfer
Agreement and a Strategic Consulting Agreement with Samsung. The Server
Technology Transfer Agreement grants Samsung a royalty-free license through
July 31, 2000 to use the technical information supplied by the Company to
produce server technology products. The Strategic Consulting Agreement grants
Samsung a royalty-free license through July 31, 2000 to use various marketing
and sales planning studies provided by the Company. Under each agreement,
Samsung paid $5 million to the Company. These amounts are not refundable under
any circumstance and are not contingent upon the rendering of future services
by the Company. As a result of these agreements, $10 million was recorded as
revenue from related party in fiscal 1996.

On June 27, 1996, the Company entered into an Intellectual Property
Assignment Agreement with Samsung. Under the Intellectual Property Assignment
Agreement, the Company assigned certain intellectual property rights to
Samsung in consideration of $15 million, and granted Samsung an option to
purchase further intellectual property rights at a price to be determined at
the time of exercise of the option. On December 17, 1996, Samsung exercised
its option to purchase such intellectual property from the Company. The agreed
upon consideration was $10 million, which was paid in fiscal 1997.

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On July 11, 1996, the Company paid the $90 million promissory note due to
Tandy Corporation ("Tandy") related to the Company's 1993 acquisition of
Tandy's personal computer manufacturing operations. Payment was in the form of
4,498,594 Shares (then valued at $30 million) and $60 million in cash.
Subsequent to the issuance of shares to Tandy, also on July 11, 1996, the
Company issued 8,499,336 Shares to Samsung in exchange for $60 million in cash
that was used to pay Tandy. The issuance of the Common Stock to Samsung was
made pursuant to the 1995 Letter of Credit Agreement between the Company and
Samsung.

On October 11, 1996, Samsung provided a $50 million short-term loan to the
Company at an interest rate of 5.9% per annum. The Company repaid the loan,
including interest of $600,000, on December 19, 1996.

On December 13, 1996, the Company signed the Second Additional Support
Agreement with Samsung pursuant to which Samsung agreed to provide certain
additional financial support to the Company in consideration for 500,000
shares of non-voting preferred stock. The shares are not subject to mandatory
redemption, but each share is redeemable at the Company's option for cash of
$100.75 or 13.11 Shares, beginning in January 1999. The preferred shares carry
a quarterly cumulative dividend, beginning in 1999, at the annual rate of
$4.72 per share, with annual increases to a maximum rate of $7.96 per share in
the year 2004 and thereafter.

In January 1997, the Company loaned Mr. Qureshey $790,753 to exercise
options to purchase 200,000 Shares granted under the Chief Executive's Plan,
evidenced by a promissory note secured by a stock certificate. The loan was
issued interest free and is to be repaid on or before February 27, 1998.

During fiscal year 1996, Samsung paid the salaries of certain employees of
the Company, including Mr. Y.S. Kim, Mr. Yang and Mr. Park. The Company
recorded a capital contribution of $1 million, which represents the estimated
compensation expense of all employees paid by Samsung.

Samsung and certain of its subsidiaries supply components such as DRAMs
(Dynamic Random Access Memory chips) and monitors to the Company pursuant to
customary commercial arrangements. Sales of such components by Samsung and its
subsidiaries to the Company aggregated approximately $304.7 million, $144.7
million, $65 million and $46 million, respectively, for the Company's 1996
fiscal year, the transition period ended December 30, 1995, and the 1995 and
1994 fiscal years. The amount payable to Samsung at December 28, 1996 was
$58.4 million. Sales to Samsung in fiscal year 1996 totalled $17.9 million.

SECTION 16 COMPLIANCE

Based solely upon its review of Forms 3, 4 and 5 and any amendments thereto
furnished to the Company, or written representations from certain reporting
persons that no other reports were required, the Company is not aware of any
person who failed to file on a timely basis any reports required under Section
16(a) of the Securities Exchange Act of 1934, as amended.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-K405/A Filing	Date	First	Last	Other Filings

	7/27/92	6
	7/27/93	8
	7/1/94	6
	7/2/94	11		10-K405/A, 10-K
	7/1/95	11		10-K
	7/31/95	6		10-C, 8-K
	11/2/95	8	12	8-K
	12/21/95	13
	12/30/95	11	14	10-K
	2/22/96	13
	6/27/96	13
	6/28/96	8		8-K
	7/11/96	14		10-C
	8/21/96	13
	8/26/96	10	12
	10/7/96	10	13	8-K
	10/11/96	12	14	8-K
	11/11/96	10		8-K
	11/15/96	13
	12/13/96	14
	12/17/96	13
	12/19/96	14
For The Period Ended	12/28/96	6	14	10-K
	1/16/97	10
	1/30/97	6
	2/4/97	8		8-K
	3/30/97	6
	4/14/97	2	7	8-K
	4/18/97	9	10
	4/19/97	9
Filed On / Filed As Of	4/25/97
	5/16/97	10
	2/27/98	14
	7/31/0	13

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Ast Research Inc/DE · 10-K405/A · For 12/28/96 · EX-99.1

Filed On 4/25/97 · SEC File 0-13941 · Accession Number 1017062-97-735

Amendment to Annual Report -- [X] Reg. S-K Item 405 · Form 10-KFiling Table of Contents

EX-99.1 · Schedule I to Company's Schedule 14d-9Exhibit Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Amendment to Annual Report -- [X] Reg. S-K Item 405 · Form 10-K
Filing Table of Contents

EX-99.1 · Schedule I to Company's Schedule 14d-9
Exhibit Table of Contents