-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F7oxPWVbS6y8CLS1OZV1wjN63J5gVe2hJf6iJb9KLms3zhSuFWlz3zR55AAsVZ/w weYDWsmeJrx/7x7i+zHpKg== 0000004427-96-000017.txt : 19960514 0000004427-96-000017.hdr.sgml : 19960514 ACCESSION NUMBER: 0000004427-96-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19960329 FILED AS OF DATE: 19960513 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMDAHL CORP CENTRAL INDEX KEY: 0000004427 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 941728548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07713 FILM NUMBER: 96561427 BUSINESS ADDRESS: STREET 1: 1250 E ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94088 BUSINESS PHONE: 4087466000 MAIL ADDRESS: STREET 1: 1250 E ARQUES AVE CITY: SUNNYVALE STATE: CA ZIP: 94088 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 29, 1996 Commission file no. 1-7713 AMDAHL CORPORATION (Exact name of registrant as specified in its charter) Delaware 94-1728548 (State of incorporation) (I.R.S. Employer Identification No.) 1250 East Arques Avenue Sunnyvale, California 94088-3470 (Address of principal executive offices) (Zip code) Registrant's telephone number: (408) 746-6000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Number of shares of common stock, $.05 par value, outstanding at May 3, 1996: 120,442,859. PART I. FINANCIAL INFORMATION AMDAHL CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following unaudited consolidated financial statements reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position as of the dates and results of operations for the periods indicated. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the Securities and Exchange Commission rules and regulations. Amdahl Corporation (the Company) believes the information included in the following report on Form 10-Q, when read in conjunction with the financial statements and related notes included in the Company's 1995 Annual Report to Stockholders, not to be misleading. Certain of the statements contained in this report on Form 10-Q are forward looking and involve a number of risks and uncertainties which are described in the section of this report titled Management's Discussion and Analysis of Financial Condition and Results of Operations, the Company's 1995 Annual Report to Stockholders and in other documents filed from time to time with the U.S. Securities and Exchange Commission, including without limitation, the report on Form 10-K for the year ended December 29, 1995. The results of operations for the three months ended March 29, 1996, are not necessarily indicative of results for the entire year ending December 27, 1996.
AMDAHL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MARCH 29, 1996 AND DECEMBER 29, 1995 ---------------------------------------- (Dollars in thousands) 1996 1995 Assets Current assets: Cash and cash equivalents $ 172,518 $ 192,980 Short-term investments 390,279 444,006 Receivables, net of allowances 274,693 319,777 Inventories - Purchased materials 28,865 18,879 Systems in process 127,964 168,322 Finished goods 113,851 87,612 Prepaid expenses and deferred tax benefit 84,150 69,115 --------- --------- Total current assets 1,192,320 1,300,691 --------- --------- Long-term receivables and other assets 30,142 28,083 --------- --------- Property and equipment, at cost: Leased systems 53,942 37,937 System spares 366,935 379,797 Production and data processing equipment 337,550 327,051 Office furniture, equipment, and improvements 158,034 173,691 Land and buildings 111,235 111,715 --------- --------- 1,027,696 1,030,191 Less - Accumulated depreciation and amortization (746,811) (757,523) --------- --------- Property and equipment, net 280,885 272,668 --------- --------- Excess of cost over net assets acquired, net of amortization 105,669 106,756 --------- --------- $ 1,609,016 $ 1,708,198 ============ =========== Liabilities and stockholders' equity Current liabilities: Notes payable and short-term debt $ 22,275 $ 22,026 Short-term debt - stockholder (Fujitsu Limited) 80,000 - Accounts payable 99,656 111,871 Accounts payable - stockholder (Fujitsu Limited) 24,646 29,152 Accrued liabilities 398,685 431,600 ---------- -------- Total current liabilities 625,262 594,649 ---------- -------- Long-term debt - stockholder (Fujitsu Limited) - 80,000 ---------- -------- Long-term liabilities 41,903 51,152 ---------- -------- Deferred income taxes 49,726 48,573 ---------- -------- Stockholders' equity: Common stock, $.05 par value - Authorized - 200,000,000 shares Outstanding - 119,818,000 shares in 1996 and 119,259,000 shares in 1995 5,991 5,963 Additional paid-in capital 544,291 542,269 Retained earnings 332,472 370,995 Cumulative translation adjustments 9,238 10,932 Unrealized holding gains on securities 133 3,665 ---------- -------- Total stockholders' equity 892,125 933,824 ---------- -------- $ 1,609,016 $ 1,708,198 =========== ===========
See accompanying notes.
AMDAHL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (In thousands, except per common share amounts) FOR THE THREE MONTHS ENDED MARCH 29, 1996 MARCH 31, 1995 -------------- --------------- REVENUES Equipment sales $ 94,464 $ 216,775 Service, software and other 222,564 154,751 ---------- --------- 317,028 371,526 ---------- --------- COST OF REVENUES Equipment sales 85,584 144,963 Service, software and other 158,862 81,248 ---------- --------- 244,446 226,211 ---------- --------- Gross margin 72,582 145,315 ---------- --------- OPERATING EXPENSES Engineering and development 30,563 42,920 Marketing, general and administrative 96,353 84,525 ---------- --------- 126,916 127,445 ---------- --------- Income (loss) from operations (54,334) 17,870 ---------- --------- INTEREST Income 8,396 11,298 Expense (2,216) (2,774) ---------- --------- 6,180 8,524 ---------- --------- Income (loss) before provision for (benefit from) income taxes (48,154) 26,394 PROVISION FOR (BENEFIT FROM) INCOME TAXES (9,631) 5,800 ---------- --------- NET INCOME (LOSS) $ (38,523) $ 20,594 ================ =============== PER COMMON SHARE AMOUNTS: Net income (loss) $ (.32) $ .17 ================ =============== Average outstanding shares 119,566 119,660 ================ ===============
See accompanying notes.
AMDAHL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (In thousands) FOR THE THREE MONTHS ENDED MARCH 29, 1996 MARCH 31, 1995 -------------- -------------- Cash and cash equivalents at beginning of period $192,980 $358,006 ---------- ---------- Cash flows from operating activities: Net income (loss) (38,523) 20,594 Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Depreciation and amortization 25,948 34,788 Deferred income tax provision 1,153 692 Gain on dispositions of assets (432) (1,318) Changes in assets and liabilities: Decrease in receivables 44,191 57,040 (Increase) decrease in inventories (3,108) 723 (Increase) decrease in prepaid expenses and deferred tax benefit (15,155) 5,702 (Increase) decrease in long-term receivables and other assets (3,301) 1,441 Decrease in accounts payable (16,460) (7,824) Decrease in accrued liabilities (31,652) (63,438) Decrease in long-term liabilities (2,396) (2,746) ---------- --------- Net cash provided by (used for) operating activities (39,735) 45,654 ---------- --------- Cash flows from investing activities: Purchases of available-for-sale short-term investments (84,623) (70,242) Purchases of held-to-maturity short-term investments - (156,892) Proceeds from sales and maturities of available-for-sale short-term investments 134,270 - Proceeds from maturities of held-to-maturity short-term investments - 151,864 Capital expenditures: Leased systems (12,644) (5,128) System spares (3,384) (5,776) Other property and equipment (12,131) (13,204) Proceeds from property and equipment sales 1,359 6,176 ---------- --------- Net cash provided by (used for) investing activities 22,847 (93,202) ---------- --------- Cash flows from financing activities: Increase (decrease) in notes payable and short-term debt (3,986) 1,403 Repayments of long-term borrowings (746) - Sale of common stock and exercise of options 2,050 8,872 ---------- --------- Net cash provided by (used for) financing activities (2,682) 10,275 ---------- --------- Effect of exchange rate changes on cash (892) 3,069 ---------- --------- Net decrease in cash and cash equivalents (20,462) (34,204) ---------- --------- Cash and cash equivalents at end of period $172,518 $323,802 ========== =========
See accompanying notes. AMDAHL CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The accompanying interim financial statements and related notes should be read in conjunction with the financial statements and related notes included in the Company's 1995 Annual Report to Stockholders. RELATIONSHIP WITH FUJITSU LIMITED During the first quarter of 1996 the Company recognized equipment sales to Fujitsu Limited (Fujitsu) under distributorship and other arrangements which contributed $7,486,000 and $964,000 to equipment sales and gross margin, respectively, compared to $19,966,000 and $7,743,000 in the first quarter of 1995. In the second quarter of 1995 the Company entered into a contract manufacturing agreement with HaL Computer Systems, Inc. (HaL), a wholly-owned subsidiary of Fujitsu, whereby Amdahl agreed to manufacture high end open system workstations for HaL. The Company also performs circuit board assembly for Ross Technology, Inc., a majority-owned subsidiary of Fujitsu. These arrangements contributed $4,427,000 and a negative $1,536,000 to equipment sales and gross margin, respectively, in the first quarter of 1996. Fujitsu reimburses Amdahl for certain specific engineering development activities performed by Amdahl from time to time related to products which are being jointly developed by Amdahl and Fujitsu. In connection with these development efforts, Amdahl recorded $6,200,000 as an offset to engineering and development expenses in the first quarter of 1996. Amounts due from Fujitsu and their subsidiaries included in receivables were $50,236,000 and $35,795,000 as of March 29, 1996 and December 29, 1995, respectively. At March 29, 1996 and December 30, 1995, $80,000,000 was outstanding under the loan agreement with Fujitsu. This amount was reclassified from long-term debt to current debt in the first quarter of 1996, as the amount outstanding is payable in January 1997. Interest expense associated with the loan was $1,558,000 and $1,418,000 in the first quarters of 1996 and 1995, respectively, of which $915,000 and $958,000 was payable and included in accrued liabilities at March 29, 1996 and December 29, 1995, respectively. SUPPLEMENTARY CASH FLOW DISCLOSURE Income taxes of $4,555,000 (net of taxes paid of $2,466,000) were refunded to the Company in the first three months of 1996, and income taxes of $12,488,000 were paid by the Company in the first three months of 1995. Interest paid on all borrowings was $2,231,000 and $2,311,000 for the first three months of 1996 and 1995, respectively. Noncash Investing Activities Transfers of Amdahl-manufactured systems from inventories to property, plant and equipment were $6,942,000 in the first three months of 1996. Transfers of Amdahl-manufactured systems from net property, plant and equipment to inventories were $8,049,000 in the first three months of 1995. SUBSEQUENT EVENT On April 22, 1996 the Company acquired all of the outstanding shares of TRECOM Business Systems, Inc., a provider of information technology services, for approximately $131 million, of which $66 million was paid in April 1996 and $65 million is payable in the second quarter of 1997. In April 1996 the Company also paid down $15 million of TRECOM's debt. The Company funded the April 1996 payments and intends to fund the April 1997 payment with existing cash. The acquisition will be accounted for in the second quarter of 1996 using the purchase method of accounting. AMDAHL CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following Management's Discussion and Analysis should be read in conjunction with the Management's Discussion and Analysis included in the Company's 1995 Annual Report to Stockholders. Results of Operations First quarter of 1996 compared to first quarter of 1995: Total revenues decreased 15% to $317,028,000 in the first quarter of 1996 from $371,526,000 in the first quarter of 1995, and equipment sales revenues decreased 56% in the first quarter of 1996 from the first quarter of 1995. Equipment sales were 30% and 58% of total revenues in the first quarters of 1996 and 1995, respectively. Revenues from equipment sales of 5995M mainframe systems decreased 67% in the first quarter of 1996 from the first quarter of 1995 due to aggressive competitive pressures and as customers added computing capacity through purchases of upgrades rather than complete new systems, as the Company continued to transition from older ECL mainframe technology to CMOS technology. Revenues from storage product equipment sales decreased 47% in the first quarter of 1996 when compared to the same period of 1995 as a result of pricing and volume declines associated with previously reported delays in the introduction of new storage products, which will not be available in volume until the second half of 1996. Service, software and other revenues were 70% and 42% of total revenues in the first quarters of 1996 and 1995, respectively. Service, software and other revenues increased 44% in the first quarter of 1996 from the first quarter of 1995, primarily reflecting increased consulting services revenues from DMR Group Inc. (DMR), acquired in the fourth quarter of 1995. The impact on revenues from a weakened U.S. dollar was immaterial in the first quarter of 1996. The gross margin was 23% of revenues in the first quarter of 1996, compared to 39% in the first quarter of 1995. The gross margin percentage on equipment sales decreased to 9% in the first quarter of 1996 from 33% in the first quarter of 1995, reflecting deterioration in mainframe and storage product pricing. The gross margin percentage on service, software and other revenues decreased to 29% in the first quarter of 1996 from 47% in the first quarter of 1995 because consulting and professional services contributed a greater proportion of revenues in the first quarter of 1996, and these revenues generate lower gross margins than the Company's traditional maintenance revenues. First quarter 1996 engineering and development expenses decreased $12 million or 29% when compared to the first quarter of 1995, due in part to reimbursements received from Fujitsu (see the Notes to the Consolidated Financial Statements) and due to the increased reliance on Fujitsu for the development of the Company's future mainframe and storage products. First quarter 1996 marketing, general and administrative expenses increased $12 million or 14% when compared to the first quarter of 1995, due to increased marketing efforts and the additional expenses associated with DMR. In the first quarter of 1996 the Company adopted Statement of Financial Accounting Standard No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. Adoption of the standard did not have a material impact on the Company's financial position or results of operations. In the third quarter of 1995 the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 123, Accounting for Stock-Based Compensation, effective for the first quarter of 1996. In complying with the standard, the Company has elected to continue to account for its employee stock-based compensation awards under Accounting Principles Bulletin No. 25, Accounting for Stock Issued to Employees. First quarter 1996 net interest income decreased $2,344,000 from the first quarter of 1995 due primarily to lower cash levels after the acquisition of DMR. The effective income tax rate was 20% in the first quarter of 1996, compared to 22% in the first quarter of 1995. The rate was lower than the statutory federal rate because the Company continued to utilize deferred tax assets consisting primarily of reserves. Factors That May Affect Future Operating Results The Company is phasing out the production of its current generation of bipolar mainframes in anticipation of the changeover to lower cost CMOS technology. The Company will be closely monitoring both demand and pricing during the second quarter of 1996 with the expectation that an adjustment to inventory valuations may well be required. The Company expects that revenues attributable to the maintenance of its new hardware systems will be less than revenues that have been historically realized from maintenance of its existing generation of mainframes. The Company is unable to predict the extent to which this would negatively affect future operating results. The Company anticipates that the write-off of in-process engineering and development expenses associated with the acquisition of TRECOM Business Systems, Inc. will result in a significant charge to earnings in the second quarter of 1996 (see the Notes to the Consolidated Financial Statements). FINANCIAL CONDITION MARCH 29, 1996 COMPARED TO DECEMBER 29, 1995 The Company's net cash position (cash and short-term investments net of short-term and long-term debt, excluding capitalized lease obligations) decreased by $68 million from December 29, 1995 to March 29, 1996. Cash, cash equivalents and short-term investments decreased $74 million, reflecting cash used for operations. Receivables decreased $45 million, due to lower revenues. Net property and equipment increased $8 million due to increased operating leases of 5995M systems. Accrued liabilities decreased $33 million due to decreased payroll-related accruals and accrued restructuring costs. Charges against accrued restructuring costs resulted in a decrease in the balance from $55 million at December 29, 1995 to $46 million at March 29, 1996. At March 29, 1996 and December 29, 1995, $80,000,000 was outstanding under the loan agreement with Fujitsu. This amount was reclassified from long-term debt to current debt in the first quarter of 1996, as the amount outstanding is payable in January 1997. LIQUIDITY The nature of the computer industry, combined with the current economic environment, make it very difficult for the Company to predict future liquidity requirements with certainty. However, the Company believes that existing cash and short-term investments will be adequate to finance continuing operations, investments in property and equipment, inventories and spare parts, expenditures for the development of new products, and the acquisition of Trecom (see the Notes to the Consolidated Financial Statements) at least through 1997. PART II. OTHER INFORMATION Item 1. Legal Proceedings: Not applicable. Item 2. Changes in Securities: Not applicable. Item 3. Defaults upon Senior Securities: Not applicable. Item 4. Submission of Matters to a Vote of Security Holders: Not applicable. Item 5. Other information: Not applicable. Item 6. Exhibits and Reports on Form 8-K: (a) Exhibits: 3(a) Restated By-Laws. 10(a) Summary of Terms of Resignation Agreement with Named Executive Officer dated March 14, 1996. 10(b) Amdahl Corporation, 1996 Bonus Program for Officers, Vice Presidents, Seniors and Keys. 10(c) Amdahl Corporation Long-Term Executive Incentive Performance Plan, as amended. 10(d) Amdahl Corporation Restricted Stock Purchase Agreement with Named Executive Officer 10(e) Amdahl Corporation Stock Option Agreement with Named Executive Officer 27 Financial Data Schedule. (b) Reports on Form 8-K: Form 8-K filed March 22, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMDAHL CORPORATION Date: May 10, 1996 By: /s/ John C. Lewis ------------ ----------------- John C. Lewis Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) Date: May 10, 1996 By: /s/ Ernest B. Thompson ------------ ---------------------- Ernest B. Thompson Vice President and Controller (Principal Accounting Officer) Exhibit Index Item Description ----- ------------- 3(a) Restated By-Laws. 10(a) Summary of Terms of Resignation Agreement with Named Executive Officer dated March 14, 1996. 10(b) Amdahl Corporation, 1996 Bonus Program for Officers, Vice Presidents, Seniors and Keys. 10(c) Amdahl Corporation Long-Term Executive Incentive Performance Plan, as amended. 10(d) Amdahl Corporation Restricted Stock Purchase Agreement with Named Executive Officer 10(e) Amdahl Corporation Stock Option Agreement with Named Executive Officer 27 Financial Data Schedule. EX-3 2 Exhibit 3(a) AMDAHL CORPORATION RESTATED BY-LAWS Article I OFFICES SECTION 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. SECTION 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of the Directors may from time to time determine or the business of the Corporation may require. Article II MEETING OF STOCKHOLDERS SECTION 1. All meetings of the stockholders for the election of directors shall be held in the City of Sunnyvale, State of California, at such place as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. SECTION 2. Annual meetings of stockholders shall be held on the third Tuesday in April, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect a Board of Directors and transact such other business as may properly be brought before the meeting. SECTION 3. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than fifty days before the date of the meeting. SECTION 4. The office who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of the stockholders, and complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. SECTION 5. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board or any two directors and shall be called by the Chairman of the Board or Secretary at the request in writing of one or more shareholders holding not less than one-third of the voting power of the Corporation. Such request shall state the purpose or purposes of the proposed meeting. SECTION 6. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than fifty days before the date of the meeting, to each stockholder entitled to vote at such meeting. SECTION 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. SECTION 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. SECTION 9. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. SECTION 10. Except as may be otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for every share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on or after three years from its date, unless the proxy provides for a longer period. SECTION 11. Any action required or permitted, by statute or otherwise, to be taken at any annual or special meeting of the shareholders of this Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of such corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Article III DIRECTORS SECTION 1. The number of directors which shall constitute the whole Board shall be ten (10). The directors shall be elected at the Annual Meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. SECTION 2. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless soon displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. SECTION 3. The business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these by-laws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD OF DIRECTORS SECTION 4. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. SECTION 5. The first meeting of each newly elected Board of Directors shall be held immediately following and at the same place as the Annual Meeting of the stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held at the time and place set forth above, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors. SECTION 6. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. SECTION 7. Special meetings of the Board may be called by the Chairman of the Board on three days' notice to each director, either personally or by telegram or on five days' notice to each director by mail; special meetings shall be called by the Chairman of the Board or Secretary in like manner and on like notice on the written request of two directors. SECTION 8. At all meetings of the Board a majority of the total number of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. SECTION 9. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any Committee thereof may be taken without a meeting, if all members of the Board or Committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or Committee. COMMITTEES OF DIRECTORS SECTION 10. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. SECTION 11. Each committee shall keep regular minutes of its meeting and report the same to the Board of Directors when required. COMPENSATION OF DIRECTORS SECTION 12. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings. Article IV NOTICES SECTION 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given personally or by telegram. SECTION 2. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Article V OFFICERS SECTION 1. The officers of the Corporation shall be chosen by the Board of Directors and shall be a Chairman of the Board, a President, a Vice-President, a Secretary, and a Treasurer. The Board of Directors may also choose additional Vice-Presidents, and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these by-laws otherwise provide. SECTION 2. The Board of Directors at its first meeting after each Annual Meeting of stockholders shall choose a Chairman of the Board, a President, one or more Vice-Presidents, a Secretary, and a Treasurer. SECTION 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. SECTION 4. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors. The Board of Directors may appoint a committee of its members to fix such salaries. It may also appoint an officer to fix the salaries of subordinate officers and agents. SECTION 5. The officers of the Corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. THE CHAIRMAN OF THE BOARD SECTION 6. The Chairman of the Board shall, subject to the control of the board, and subject to the provisions below, and the by-laws of the Corporation, have and be vested with supervision and control over the business, affairs and property of the Corporation and over its other officers, agents and employees. The Chairman of the Board shall: (a) Have the right to preside at all meetings of the Board of Directors. (b) Have the right to preside at all meetings of stockholders. (c) Be responsible for all resolutions, orders and directives of the Board of Directors being carried into effect. (d) Keep the Board of Directors and any committees of the board fully informed as to all matters within his knowledge which the interests of the Corporation may require to be brought to their notice and shall freely consult them concerning the affairs of the Corporation. (e) Be an ex-officio member of all committees of the board of which he is not otherwise a member. (f) Execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, and upon specific approval of the board for each instance, where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation. (g) Perform such other duties as these by-laws prescribe or as the Board of Directors may prescribe from time to time. THE PRESIDENT SECTION 7. The President shall, subject to the control of the Board, and subject to the provisions below and the by-laws of the Corporation, have and be vested with supervision and control over the Corporation's manufacturing and domestic marketing operations, as well as the design and development of the Corporation's products. The President shall: (a) In the absence of the Chairman of the Board, or at his request, preside at meetings of the Board of Directors or act as Chairman of meetings of stockholders. (b) At the request of the Chairman of the Board, or in the case of his absence or inability to act, perform the duties of the Chairman of the Board and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board. (c) From time to time report to the Chairman of the Board and the Board of Directors upon all matters within his knowledge which the interests of the Corporation may require to be brought to their notice. (d) Keep the Chairman of the Board, the Board of Directors and any committees of the Board fully informed as to all matters within his knowledge which the interests of the Corporation may require to be brought to their notice including, but not limited to, the operations of the Corporation, and shall freely consult them concerning the affairs of the Corporation. (e) Execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, and upon specific approval of the Board for each instance, where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. (f) Perform all duties incident to the office President and such other duties as these by-laws prescribe, as the Board of Directors may prescribe from time to time and as may be assigned to him by the Chairman of the Board. THE VICE-PRESIDENTS SECTION 8. The Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated by the Board of Directors, or in the absence of such designation, then in the order designated by the Chairman of the Board) may assume and perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions upon the President in the absence of the President or in the event of his inability to act. The Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. THE SECRETARY AND ASSISTANT SECRETARIES SECTION 9. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chairman of the Board, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any officer to affix the seal of the Corporation and to attest the affixing by his signature. SECTION 10. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. THE TREASURER AND ASSISTANT TREASURERS SECTION 11. The Treasurer shall have the custody of the Corporation's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. SECTION 12. He may disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of transactions and of the financial condition of the Corporation. SECTION 13. If required by the Board of Directors, the Treasurer may give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation SECTION 14. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Article VI CERTIFICATES OF STOCK SECTION 1. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board or the President or a vice-president and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. SECTION 2. Where a certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or, (2) by a registrar other than the Corporation or its employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES SECTION 3. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors, may in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. TRANSFERS OF STOCK SECTION 4. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority transfer, it shall be the duty of the Corporation, subject to restrictions on transfer of such shares, if any, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. FIXED RECORD DATE SECTION 5. In order that the Corporation may determine the stockholders entitled to notice or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. REGISTERED STOCKHOLDERS SECTION 6. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall express or other notice thereof, except as otherwise provided by the laws of Delaware. Article VII GENERAL PROVISIONS DIVIDENDS SECTION 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Upon the declaration of any dividend, the Board of Directors shall set a record date upon which the transfer agent of the Corporation shall take a record of all stockholders entitled to the dividend; the stock transfer books of the Corporation shall not be closed; and, all stockholders of record on the record date shall be entitled to the dividend notwithstanding any transfer on the books of the Corporation after the record date. SECTION 2. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. SECTION 3. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation. CHECKS SECTION 4. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. FISCAL YEAR SECTION 5. The fiscal year of the Corporation shall begin on the Saturday immediately following the last Friday in December of each calendar year, and shall end on the last Friday in December of the following calendar year. SEAL SECTION 6. The Corporate Seal shall have inscribed thereon the name of the Corporation, the date of its organization and the name of the State of Delaware. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Article VIII AMENDMENTS SECTION 1. These by-laws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate of Incorporation, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. Article IX INDEMNIFICATION SECTION 1. Each person who is or was a director or officer of the Corporation and is or was made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorney's fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with the investigation, defense or appeal thereof and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in Section 3 hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. SECTION 2. Each person who may have a right to indemnification under this Article shall also have the right to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition; provided, however, that if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Article or otherwise. The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers. SECTION 3. If a claim under this Article is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. SECTION 4. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise. SECTION 5. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. SECTION 6. The Corporation shall have the express authority to enter such agreements as the Board of Directors deems appropriate for the indemnification of present or future directors or officers of the Corporation in connection with their service to, or status with, the Corporation or any other Corporation, entity or enterprise with whom such person is serving at the express written request of the Corporation. EX-10.A 3 Exhibit 10(a) Summary of Terms of Resignation Agreement This Summary of Terms is between E. Joseph Zemke and Amdahl Corporation ("Company"). Mr. Zemke resigned as President, CEO and Director of the Company for personal reasons effective March 14, 1996. Although he has resigned, Mr. Zemke will be entitled to the following benefits and will agree to the following consulting services and non-competition and release provisions: 1. Mr. Zemke will be paid an aggregate of $2,502,000 representing two years salary and bonuses, payable over 24 months in equal installments starting March 31, 1996. 2. The Company will, at its expense, provide Mr. Zemke and his eligible dependents with continued health care coverage under the Company's medical/dental plan until the earlier of March 14, 1998 or the first date Mr. Zemke is covered under another employer's health benefit program providing similar benefits without exclusion for pre-existing medical conditions. 3. Each of Mr. Zemke's outstanding stock options will become fully exercisable as of March 14, 1996 or such other times as the Company and Mr. Zemke agree. All accelerated options and vested options will remain fully exercisable for 2 years but not beyond the end of the option term. 4. All restrictions applicable to Company stock held by Mr. Zemke will lapse as of March 14, 1996 or on such other dates as the Company and Mr. Zemke agree. 5. Mr. Zemke will vest in all of his accounts under the short-term Performance Unit Plan, and he will be credited with 2 additional years of service under the long-term Performance Unit Plan. The entire short-term account and the vested balance of the long-term account will be paid to Mr. Zemke in accordance with applicable pay out provisions. 6. Mr. Zemke will make himself available for consulting services reasonably requested of him until March 14, 1998. Five thousand dollars per month of the monthly compensation provided in paragraph 1 will be for the consulting services. In addition, the Company will reimburse Mr. Zemke for all reasonable out of pocket expenses in connection with his consulting services. 7. Until March 14, 1998 (i) Mr. Zemke will not act as an employee, director, consultant or advisor to any business enterprise which is at the time in competition with the Company's existing or formally planned product lines and which is located geographically in an area where the Company maintains substantial business activities, without the prior written consent of the Board of Directors. (ii) Mr. Zemke will not directly or indirectly encourage or solicit any individual to leave the Company's employ for any reason or interfere in any other manner with the employment relationships at the time existing between the Company and its current or prospective employees. (iii) Mr. Zemke will not induce or attempt to induce any customer, supplier, distributor, licensee or other business relation of the Company to cease doing business with the Company or in any way interfere with the existing business relationship between any such customer, supplier, distributor licensee or other business relation and the Company. 8. In the event of Mr. Zemke's death before payment of all amounts he is entitled to under this agreement, the payments will nevertheless be made to Mr. Zemke's estate on the due dates as if he had survived. Outstanding options may be exercised by the executor of Mr. Zemke's estate. 9. Mr. Zemke agrees to release the Company and Fujitsu Limited, and their affiliates, and each of their directors, officers, employees, agents and consultants from all claims except claims for the Company obligations under the terms of this Agreement. 10. Any controversy of any kind under this Resignation Agreement will be submitted to arbitration. It is understood that a defenitive agreement containing the foregoing terms will be prepared and executed as promptly as practical. AMDAHL CORPORATION /s/ E. Joseph Zemke By: /s/ J. S. Webb - ----------------------- --------------------------- E. Joseph Zemke 3-14-96 EX-10.B 4 Exhibit 10(b) AMDAHL CORPORATION 1996 BONUS PROGRAM FOR OFFICERS, VICE PRESIDENTS, SENIORS AND KEYS Principles: 1. Maintain a tiered approach to bonus plans to reflect market practice 2. Raise the threshold at which bonuses begin to be paid 3. Strengthen the link between performance and compensation by trending salaries towards the 50th percentile and targeting base salary plus bonus to the 75th percentile of the market 4. Increase the bonus opportunity to make possible greater variability in pay 5. Make pre-tax profit, operating income or other financial measures the determinant at target of 60 percent of bonus opportunity for Seniors and Keys and 80 percent for Vice Presidents and Officers 6. Make performance against other operational goals the determinant at target of 40 percent of bonus opportunity for Seniors and Keys and 20 percent for Vice Presidents and Officers 7. Persons managing or assigned to the various lines of business may earn 60 percent of bonus based on their units' operating income or other financial measures at target 8. Persons managing or assigned to the corporate functions may earn 60 percent of bonus based on corporate pre-tax income profit at target Bonus Eligible Population Approximately nine percent of the company's employees would be bonus eligible. These employees have been assigned to various levels of incentive participation based on competitive positioning and internal organization. Representative Bonus Participants Range Executive VP's 0-120% Sr. Officers 0-100% & LOB GM's Other Officers 0-75% & Senior VP's Other VP's 0-60% Seniors 0-30% Keys 0-15% EX-10.C 5 Exhibit 10(c) AMDAHL CORPORATION LONG-TERM EXECUTIVE INCENTIVE PERFORMANCE PLAN REVISED AND RESTATED EFFECTIVE JANUARY 25, 1995 AND AMENDED EFFECTIVE JANUARY 1, 1996 1. PURPOSE OF THE PLAN 1.1 This Long-Term Executive Incentive Performance Plan (the "Plan") is intended to promote the interests of AMDAHL CORPORATION (the "Corporation") and its Subsidiaries by providing a select group of employees of the Corporation and its Subsidiaries who are primarily responsible for the management, growth and success of the business with the opportunity to participate in a retirement income accumulation program designed to reward them for their contribution to the Corporation's financial success and to provide them with an incentive to continue in the employ of the Corporation and its Subsidiaries through Normal Retirement Age. 2. ADMINISTRATION OF THE PLAN 2.1 The Plan shall administered by a committee (the "Committee") of two (2) or more non-employee members of the Corporation's Board of Directors (the "Board") appointed from time to time by the Board. Each member of the Committee shall be a disinterested person who satisfies the requirements of an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code(the "Code"). However, until the first stockholder meeting at which members of the Board are to be elected which is held on or after January 1, 1996, the Committee may be comprised of two (2) or more non-employee Board members appointed by the Board who are disinterested persons within the meaning of Rule 16b-3(c)(2) of the Securities and Exchange Commission. The Committee shall have full authority to administer the Plan and shall from time to time select the eligible employees who are to participate in the Plan. 2.2 The interpretation and construction of any provision of the Plan and the adoption of rules and regulations for plan administration shall be made by the Committee. Decisions of the Committee shall be final and binding on all parties who have an interest in the Plan. 2.3 For purposes of the Plan, the following definitions shall be in effect: Active Participant: An Active Participant shall, for each fiscal year the Plan remains in effect, be any individual selected for participation in the Plan, whether in the current fiscal year or in any earlier fiscal year, who has not otherwise been excluded by the Committee from receiving an allocation of the incentive award made under the Plan for the current fiscal year. Consolidated Pre-Tax Earnings: The consolidated pre-tax income of the Corporation and the Subsidiaries for each fiscal year, as computed for financial reporting purposes in accordance with generally accepted accounting principles, consistently applied, adjusted, however, to exclude (i) any or all items of income, gain, loss or expense for such fiscal year which the Committee determines, in its sole and absolute discretion, to be extraordinary or unusual in nature and not otherwise incurred or realized in the ordinary course of business, whether or not such items would otherwise be considered to be extraordinary in accordance with the standards established by Opinion No. 30 of the Accounting Principles Board, or (ii) any expenses incurred in such fiscal year by the Corporation in connection with the acquisition or disposition of any subsidiary or business unit or any profit or loss attributable to the business operations of any entity acquired by the Corporation during such fiscal year, but only to the extent that the Committee determines, in its sole and absolute discretion, that those expenses or profits or losses should not be taken into account under the Plan. Eligible Earnings: The Participant's Eligible Earnings for any relevant fiscal year under the Plan shall be equal to (i) his/her base salary for such fiscal year plus (ii) any cash bonus (other than awards under this Plan or the Corporation's Short- Term Executive Incentive Performance Plan) earned for services rendered in such fiscal year and payable in the immediately succeeding fiscal year. Employee: A participant shall be deemed to continue in Employee status for so long as the participant remains in the active employ of the Corporation or one or more of its Subsidiaries. Long-Term Account: The Long-Term Account of each participant shall be the account maintained in his/her name on the books of the Corporation to which there shall be credited the participant's share of the Long-Term awards made for the 1988 and all subsequent fiscal years. Normal Retirement Date The participant's Normal Retirement Date shall be the latest to occur of (i) the first date on which the sum of the participant's age and Years of Service total at least seventy (70) years, (ii) the date on which the participant attains age fifty-five (55) or (iii) the date on which the participant completes ten (10) Years of Service. Permanent Disability: A participant shall be deemed to have terminated Employee status by reason of Permanent Disability if he/she is unable, by reason of any physical or mental impairment or illness expected to result in death or to continue for a period of twenty-four (24) consecutive months or more, to perform his/her usual duties for the Corporation or Subsidiary employing such individual. Retirement Fund Objective: Effective with the 1988 fiscal year the Committee shall establish a fixed-dollar retirement income pool for each individual participant in order to provide such individual with replacement income upon his/her retirement from the Corporation following his/her Normal Retirement Date. Separate Account: The Separate Account of each participant shall be the account maintained in his/her name on the books of the Corporation to which there is credited the participant's share of the long-term awards made for the 1986 and 1987 fiscal years. Subsidiary: Each corporation (other than the Corporation) in any unbroken chain of corporations beginning with the Corporation shall be considered to be a Subsidiary of the Corporation, provided such corporation (other than the last corporation in the unbroken chain) owns, at the time of determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. Year of Service: The participant shall be credited with one Year of Service under the Plan for each twelve (12)- month period, measured from his/her date of hire, during which he/she remains an Employee (whether or not the months of Employee status included within such period were rendered consecutively). Any period intervening between the participant's termination of Employee status and his/her subsequent rehire shall not be taken into account for Year of Service purposes. 3. DETERMINATION OF PARTICIPANTS 3.1 The persons who shall be eligible to participate in the Plan shall be those Corporate Officers and other key employees primarily responsible for the management, growth and success of the business who are recommended for participation in the Plan by the Chairman of the Board and approved by the Committee. 3.2 Each individual selected for participation in the Plan shall remain an Active Participant for each fiscal year during which that individual continues in Employee status, except to the extent the Committee should, by appropriate resolution, elect to exclude such individual from Active Participant status for one or more of those fiscal years. The Committee shall have complete discretion to exclude one or more existing participants from Active Participant status for any fiscal year or years the Committee deems appropriate, including the entire period the participant continues in Employee status following such exclusion. However, no such exclusion authorized by the Committee shall become effective until the first day of the first fiscal year coincident with or next following the date of the Committee resolution authorizing such exclusion. If any individual is excluded from Active Participant status for one or more fiscal years, then such individual shall not receive any allocation of the incentive awards made to the Plan for those fiscal years. However, each participant who remains in Employee status shall, in accordance with the applicable vesting schedule, continue to vest with respect to any incentive awards already allocated to his/her Separate Account under the Plan and his/her Retirement Fund Objective, whether or not that participant remains an Active Participant for the current or any subsequent fiscal year. 4. INCENTIVE PERFORMANCE AWARDS 4.1 For each fiscal year of the Corporation for which the Plan is in effect, the Corporation shall make an aggregate incentive award to the Plan in an amount equal to one percent (1%) of the Corporation's Consolidated Pre-Tax Earnings for such fiscal year. 4.2 The incentive award for the fiscal year shall be allocated among the individuals who are Active Participants for that fiscal year in accordance with the following provisions: (a) The Retirement Fund Objective established for each participant shall be reviewed periodically by the Committee and adjusted upward and downward from time to time by the Committee as circumstances warrant. However, in no event shall the Retirement Fund Objective in effect for a participant be reduced to a dollar amount such that the portion of the Retirement Fund Objective in which the participant is vested immediately after such reduction would be less than the dollar amount of the Long-term Account balance to which that participant would otherwise be entitled under Section 6.3 were he/she to terminate Employee status immediately before such reduction becomes effective. (b) The Committee shall, as soon as reasonably practicable after the aggregate long-term award for the fiscal year has been determined, allocate to each Active Participant who has continued in Employee status through the last day of such year, the allocation to each Active Participant shall be that portion of the actual long-term award which is in the same ratio as the Retirement Fund Objective then in effect for such Active Participant bears to the aggregate dollar amount of the Retirement Fund Objectives then in effect for all Active Participants in the Plan. (c) The long-term award allocated to each individual Active Participant (the "Long-Term Award") shall in no event exceed in dollar amount the sum necessary to bring the existing balance of the Long-Term Account maintained for such Active Participant under the Plan (as adjusted in accordance with Sections 4.3 and 4.4 below) up to the dollar amount of the Retirement Fund Objective then in effect for that individual. 4.3 Once an individual becomes a participant in this Plan, he/she may not participate in any other pension or retirement plan sponsored by the Corporation or its Subsidiaries (other than the Individual Deferred Compensation Program and the Employee Savings Program) during any fiscal year for which he/she is eligible for a Long-Term Award. If such individual has participated in the Capital-Accumulation Program of the Amdahl Savings Program prior to his/her entry into this Plan, the balance from time to time outstanding in his/her capital-accumulation account under the Capital-Accumulation Program shall be added to the balance of his/her Long-Term Account under this Plan for purposes of determining whether the combined sum exceeds the participant's Retirement Fund Objective. To the extent the combined sum equals or exceeds the participant's Retirement Fund Objective, no further long-term awards under the Plan shall, by reason of the limitations of Section 4.2(c), be allocated to his/her Long-Term Account. 4.4 Effective as November 15, 1988, the balance credited to the participant's Long-Term Account as of the close of the 1987 fiscal year shall be maintained as his/her Separate Account under the Plan, and the participant shall continue to vest in this Separate Account in accordance with the vesting schedule in effect immediately prior to the November 15, 1988 restatement of the Plan (100% vesting when age and Years of Service total at least 70 years with at least 10 Years of Service, but in no event earlier than April 1, 1989). However, no payment from the vested portion of such Separate Account shall be made prior to the participant's attainment of age 55. The following additional provisions shall be applicable to the Separate Account: (a) Until paid, the balance in the Separate Account shall continue to accrue interest in accordance with the applicable provisions of Section 6.1. (b) The balance from time to time outstanding in the Separate Account shall be added to the balance of the participant's post-1987 Long-Term Account under the Plan for purposes of determining whether the combined sum exceeds the participant's Retirement Fund Objective. To the extent the combined sum equals or exceeds the participant's Retirement Fund Objective, no further long-term awards under the Plan shall, by reason of the limitations of Section 4.2(c), be allocated to his/her Long-Term Account. (c) To the extent any portion of the Separate Account is paid to the participant prior to his/her actual retirement from the Corporation, the amount distributed, together with interest imputed thereon at the rate specified in Section 6.1 from the date of distribution, shall continue to be treated as part of the outstanding balance of the participant's Separate Account for purposes of applying the provisions of Sections 4.2(c) and 4.4(b). 4.5 Should any portion of an aggregate or individual incentive award for a particular fiscal year remain unallocated by reason of one or more of the foregoing limitations, then such portion shall not be allocated to any other participant (whether for the current or any subsequent fiscal year) nor used for any other purpose under the Plan. 5. VESTING AND PAYMENT OF LONG-TERM AWARD 5.1 The Corporation shall establish on its books a Long-Term Account for each participant as a special deferred compensation account to which there shall be credited each annual Long-Term Award allocated to the participant under Section 4.2 for purposes of meeting his/her Retirement Fund Objective. 5.2 The participant's interest in his/her particular Retirement Fund Objective (to the extent attributable to Long- Term Awards for the 1988 and all subsequent fiscal years) shall initially vest upon his/her Normal Retirement Date, provided the participant continues in Employee status through such date. At such vesting date, the participant shall be vested in that percentage of his/her Retirement Fund Objective obtained by multiplying his/her Years of Service by 5%.l the participant shall vest in an additional 5% of the Retirement Fund Objective for each Year of Service subsequently completed until he/she becomes 100% vested upon completion of 20 Years of Service. Should the participant terminate Employee status by reason of death or Permanent disability prior to his/her Normal Retirement Date, such individual shall thereupon vest in that percentage of his/her Retirement Fund Objective obtained by multiplying his/her Years of Service (whether or not in excess of 10 years) by 5%. Such vesting shall occur on the basis of the Years of Service completed by the Participant, whether or not the participant remains in Active Participant status for one or more of those Years of Service. 5.3 Upon the participant's termination of Employee status on or after his/her Normal Retirement Date, benefit payments from his/her Long-Term Account shall be made in accordance with the following provisions: (a) If the participant is at the time of his/her termination of Employee status vested in 100% of his/her Retirement Fund Objective, then the entire balance at that time credited to his/her Long-Term Account shall be paid to him/her in a lump sum within ninety (90) days. (b) If the participant is at the time of his/her termination of Employee status vested in less than 100% of his/her Retirement Fund Objective, then the participant shall be entitled to a lump sum payment, due within ninety (90) days after such termination of Employee status, equal to the lesser of (i) the dollar amount obtained by multiplying the Retirement Fund Objective in effect for him/her at the time by the percentage to which he/she is at that time vested in such Retirement Fund Objective, less any amount paid or payable to such individual from his/her Separate Account in accordance with Section 5.5, or (ii) the entire balance credited to his/her Long-Term Account at the time of such termination. (c) The participant may, by filing an irrevocable election with the Committee at least 24 months prior to attainment of his/her Normal Retirement Date, elect to receive, his/her subparagraph (a) or (b) benefits in substantially equal annual installments over a 5 or 10-year period. To the extent such an installment payout is elected, any unpaid balance of the Long-Term Account owed the participant shall accrue interest at the rate specified in Section 6.1 for the period commencing with the participant's actual retirement date and ending with the date of the payment. 5.4 The participant's interest in the Separate Account attributable to the Long-Term Awards made for the 1986 and 1987 fiscal years shall vest upon the latest to occur of (i) his/her completion of 10 Years of Service, (ii) the first date on which the sum of the participant's age and Years of Service totals 70 years, or (iii) April 1, 1989. However, the participant's interest in the Separate Account shall immediately vest if his/her Employee status is terminated by reason of death or Permanent Disability. The balance from time to time outstanding in the Separate Account shall accrue interest in accordance with the provisions of Section 6.1. 5.5 The balance credited to the participant's Separate Account, to the extent vested pursuant to the provisions of Section 5.4, shall be paid to such participant either in one lump sum or in a series of annual installments over a designated period of years (not to exceed ten (10) years). The method of distribution and commencement date shall be irrevocably designated by the participant in an election filed with the Committee no later than the earlier of (i) eighteen (18) months prior to the earliest date on which he/she will vest in the Separate Account pursuant to the provisions of Section 5.4 or (ii) the first day of the first calendar year immediately preceding the calendar year in which the participant's vesting date under Section 5.4 will occur. In the absence of such a timely-filed election, the vested balance of the Separate Account shall be paid in one lump sum upon the participant's termination of Employee status. However, no payment shall be made from the participant's Separate Account prior to his/her attainment of age fifty-five (55), except to the limited extent otherwise provided in Section 5.6. 5.6 Notwithstanding either the provisions of Section 5.5 or any election made by the participant to receive payment of his/her Long-Term Account or the Separate Account in two or more installments, in the event of such participant's death or Permanent Disability (whether or not he/she is still in Employee status), any remaining balances owed to him/her under the Long- Term Account and Separate Account shall be paid to him/her (or to the designated beneficiary in the event of the participant's death) in one lump sum payment within ninety (90) days after the date of the participant's death or Permanent Disability. 5.7 If either the Long-Term Account or the Separate Account is to be paid in two or more annual installments, then the amount payable at the time of each installment shall be equal to the aggregate balance outstanding in such account at the time of the installment payment, divided by the number of unpaid installments (including the current installment). 6. PAYMENT OF INTEREST 6.1 Applicable Rate (a) Pre-1988 Awards. The balance from time to time outstanding in each Separate Account maintained hereunder or Long-Term Awards made for the 1986 and 1987 fiscal years shall accrue interest each calendar year at the weighted average rate at which interest is earned for such year on the assets of the Employee Savings Plan invested in one or more guaranteed insurance contracts thereunder during such year ("Applicable Rate"). The Applicable Rate shall be calculated at the end of each calendar year, and interest earned on outstanding account balances for such year shall be credited to the participant's Separate Account at that time. (b) Post-1987 Awards. The individual unvested balance of the Long-Term Account to which each participant's share of the Long-Term Awards made for the 1988 and all subsequent fiscal years is to be allocated shall not bear any interest during the period the participant remains in Employee status. Any unpaid balance of the Long-Term Account owed to such participant shall bear interest at the Applicable Rate during any installment period in excess of ninety (90) days which may be in effect for the payment of such account balance. 6.2 Pro-Rated Interest To the extent an amount is paid out of a particular account prior to the last day of a calendar year, the interest accruable on such amount for the portion of such calendar year preceding the payment date shall, in accordance with Section 6.1 or Section 6.2 (whichever is applicable), be calculated and credited at the end of such year, and payment of such accrued interest shall be made within ninety (90) days after the close of the year. 7. GENERAL PROVISIONS 7.1 Upon the participant's cessation of Employee status prior to attainment of his/her Normal Retirement Date, the entire balance of his/her Long-Term Account and the unvested balance of his/her Separate Account in which the participant is not at such time vested shall be immediately forfeited, except as otherwise specifically provided in the event of the participant's death or Permanent Disability while in Employee status, and the participant shall have no further rights or interest with respect to any amounts so forfeited. 7.2 Should a Participant incur a severe financial hardship after his/her Normal Retirement Date, the participant may apply to the Committee for an immediate distribution of an amount not to exceed the sum of (i) the vested balance of his/her Separate Account and (ii) the entire balance credited to his/her Long-Term Account, to the extent that latter balance does not exceed the dollar amount of the vested portion of his/her Retirement Fund Objective at that time. The Committee shall have complete discretion to accept or reject the request. 7.3 Except to the extent the Committee may in its sole discretion elect to implement a so-called "Rabbi Trust" for the payment of benefits hereunder, the obligation to pay the balance credited to the participant's Long-Term Account and Separate Account shall at all times be an unfunded and unsecured obligation of the Corporation or Subsidiary employing such individual; and the participant shall look solely and exclusively to the general assets of the Corporation or Subsidiary employing the participant for the payment of his/her accounts under the Plan. 7.4 The most recent restatement of the Plan became effective with respect to the eligible employees of the Corporation immediately upon adoption by the Board on January 25, 1995 and shall become effective with respect to the eligible employees of one or more Subsidiaries upon adoption by the board of directors of such Subsidiary or Subsidiaries. The board of directors of any participating corporation may at any time amend, suspend or terminate the Plan with respect to its participants; provided, however, that such action shall not adversely affect rights and interests existing under the Plan at the time of such action. 7.5 No participant shall have the right to alienate, pledge or encumber his/her interest in any Long-Term Account or Separate Account maintained hereunder, and no such account shall be subject to the claims of the participant's creditors or to attachment, execution or other process of law. 7.6 A participant may designate a beneficiary to receive any unpaid vested balance owed to the participant under his/her Long-Term Account or Separate Account at the time of such participant's death. In the absence of such designation, such unpaid balance shall be paid in accordance with the participant's will or pursuant to the laws of descent and distribution. The participant may from time to time revoke his/her beneficiary designation and file a new beneficiary designation. All beneficiary designations, however, must be on the form prescribed by the Committee. 7.7 Neither the action of the Corporation in establishing the Plan, nor any action taken under the Plan by the board of directors of any participating company or by the Committee, nor any provision of the Plan itself, shall be construed so as to grant any person the right to remain in the employ of the Corporation or any of its Subsidiaries for any period of specific duration, and the Employee status of such individual may be terminated at any time, with or without cause. 7.8 All costs and expenses incurred in the operation and administration of the Plan shall be borne by the Corporation. Payment of applicable withholding taxes on benefits paid under the Plan shall be the responsibility of the recipients. 7.9 The provisions of the Plan shall be governed by the Employee Retirement Income Security Act of 1974 (as amended) and, to the extent not thereby pre-empted, by the laws of the State of California without resort to the conflict-of-laws rules of such State. 7.10 The obligations of the Corporation and its Subsidiaries to make the payments required hereunder shall be binding upon any successor or assign of the Corporation or any such Subsidiary, whether by merger, consolidation, acquisition or other reorganization. No amendment or termination of the Plan by the Corporation or any of its Subsidiaries (or any successor or assign) shall adversely affect or otherwise impair the rights of participants to receive benefit payments hereunder, to the extent attributable to Awards made prior to the date of such amendment or termination, in accordance with the applicable vesting and payment provisions of Articles 4 and 5 hereof. AMDAHL CORPORATION EXECUTIVE INCENTIVE PERFORMANCE PLAN DESIGNATION OF BENEFICIARY -------------------------- I hereby designate the following individual or individuals as the beneficiary or beneficiaries of all my right, title and interest in and to all monies in which I am vested under the Executive Incentive Performance Plan at the time of my death, hereby revoking any prior designation of beneficiaries made by me: Name Relationship Percent of Total (1) ---------------------- ---------------- ---------------- (2) ---------------------- ---------------- ---------------- (3) ---------------------- ---------------- ---------------- (4) ---------------------- ---------------- ---------------- The beneficiary must survive me; otherwise, his or her designated share is to be divided equally among the beneficiaries who do survive me. Signature: ------------------------------ Name: ------------------------------ Date: ------------------------------ EX-10.D 6 Exhibit 10(d) AMDAHL CORPORATION RESTRICTED STOCK PURCHASE AGREEMENT ------------------------------------- This document sets forth the agreement between Amdahl Corporation, a Delaware corporation (the "Company"), and E. Joseph Zemke(the "Participant") made as of the 7th day of February, 1996 pursuant to the provisions of the Amdahl Corporation 1994 Stock Incentive Plan (the "Plan"). 1. PURCHASE OF SHARES ------------------ A. PURCHASE. The Participant hereby purchases from the Company, and the Company hereby sells to the Participant, 50,000 shares of the Company's common stock, par value of $0.05 per share (the "Shares"), at the purchase price of $0.05 per share (the "Purchase Price") pursuant to the provisions of the Plan. B. PAYMENT. Concurrently with the execution of this Agreement, the Participant shall deliver to the Company the aggregate Purchase Price payable for the Shares in cash or check payable in United States currency to Amdahl Corporation. C. STOCKHOLDER RIGHTS. Until such time as the Company actually exercises its Repurchase Right under this agreement (as defined in Section 2C), the Participant (or any successor in interest) shall have all the rights of a stockholder (including voting, dividend and liquidation rights) with respect to the purchased Shares, including the Shares held in escrow hereunder, subject, however, to the transfer restrictions of this Agreement. Any new, additional or different shares of stock which the Participant may have the right to receive with respect to the purchased Shares by reason of a stock dividend, stock split or reclassification of common stock or by reason of a merger, consolidation or other change in the capital structure of the Company shall be held in escrow, subject to the same release schedule applicable to the Shares and subject to the escrow requirements of Section 5 in accordance with the provisions of this Agreement. 2. RELEASE SCHEDULE ---------------- Provided the Participant remains in the Service of the Company or its subsidiaries through the close of business on each of the "Restriction Lapse Dates" listed below, the restrictions on the Shares shall be released in accordance with the following schedule: RESTRICTION LAPSE DATES SHARES TO BE RELEASED February 7, 1997 12,500 February 7, 1998 12,500 February 7, 1999 12,500 February 7, 2000 12,500 A. For purposes of this Agreement, the Participant shall be deemed to remain in "Service" for so long as the Participant continues to render periodic services to the Company or any subsidiary (as determined in accordance with the provisions of the Plan), whether as an employee, a non-employee member of a board of directors or an independent consultant or advisor. B. Should the Participant cease Service to the Company or its subsidiaries, by reason of death or permanent disability, prior to the close of business on February 6, 2000 , then the restrictions on the Shares shall fully and immediately lapse upon such cessation of Service. For purposes of this agreement, the Participant shall be deemed to be permanently disabled if the Participant is, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than 12 months, unable to engage in any substantial gainful Service to the Company. C. The Company is hereby granted the right, exercisable at any time following the date The Participant ceases Service to the Company or its subsidiaries for any reason, except in the case of death or permanent disability as defined above, to repurchase (the "Repurchase Right") at the Purchase Price any or all of the Shares which remain restricted pursuant to the schedule listed above (the "Restricted Shares"). 3. RESTRICTIONS ------------ A. The Participant may not, under any circumstances, transfer any of the Restricted Shares. In the event the Participant should attempt to transfer any of the Restricted Shares or any interest therein, then the Company shall have the right, exercisable immediately, to repurchase the Restricted Shares and neither the Participant nor any other person shall any longer possess stockholder rights with respect to the Restricted Shares. In exchange for the repurchased Restricted Shares the Participant shall receive a cash amount from the Company equal to the Purchase Price paid by the Participant for the repurchased Restricted Shares. B. As used in this agreement, the term "transfer" shall include, without limitation, any sale, pledge, encumbrance, gift or other disposition of the Restricted Shares, but shall exclude any conversion of the common stock in accordance with Section 3C. C. In the event the Company's common stock is converted into cash or other shares or securities of the Company or any other corporation as a result of a merger, consolidation, reorganization, liquidation or other transaction, any Restricted Shares held by the Participant at the time of such transaction shall likewise be converted into cash or other shares or securities of the Company or such other corporation, and such assets shall be held in escrow by the Company or its successor in accordance with the same terms and conditions applicable hereunder to the common stock prior to the conversion and shall be released to the Participant in accordance with the schedule listed above. D. Until the Restricted Shares are released to the Participant, the Restricted Shares shall be held in an escrow account, administered by the Company or by an Agent appointed by the Company for this purpose, subject to the escrow requirements of Section 5 of this Agreement. 4. WAIVER ------ The administrator of the Restricted Stock Plan may in its sole discretion waive, in whole or in part, any loss of Restricted Shares or other assets which the Participant would otherwise incur under the provisions of Section 3 hereof. Such a waiver shall result in the immediate release of the Participant's interest in the shares of common stock or other assets to which the waiver applies. 5. ESCROW OF RESTRICTED SHARES --------------------------- A. The Company shall establish an escrow account for the Participant and maintain on deposit in such account all shares and other assets received from the Participant in accordance with the requirements of Section 5B. The Company shall upon request inform the Participant of the number of his shares held in the escrow account and shall provide a description of any other assets held in the escrow account. B. Any new, additional or different shares of stock issued to the Participant with respect to the Restricted Shares held in escrow shall likewise be maintained in escrow with the Company. Any other assets received by the Participant upon the conversion of his Restricted Shares by means of a transaction described above in Section 3C shall be delivered to the Company to be held in escrow. C. When and if the Restricted Shares are released from the escrow account to the Participant, the Company shall deliver certificates which shall not contain a restrictive legend. Any other assets held in the escrow account shall also be distributed to the Participant in accordance with the Release Schedule. The Participant shall execute whatever documents and take whatever additional action the Company may request to enable it to effect the appropriate distribution of stock and other assets. 6. CORPORATE TRANSACTION --------------------- Upon the occurrence of any of the following stockholder-approved transactions to which the Company is a party (a "Corporate Transaction"): i. a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; ii. the sale, transfer or other disposition of all or substantially all of the assets of the Company in complete liquidation and dissolution of the Company; or iii. any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities are transferred to person or persons different from the persons holding those securities immediately prior to such merger, the Repurchase Right of the Company shall automatically and completely terminate, and all remaining Restricted Shares shall immediately be released to the Participant, except to the extent the Repurchase Right is expressly assigned to the successor corporation (or its parent company) in connection with the Corporate Transaction. To the extent the Repurchase Right remains in effect following such Corporate Transaction, the Repurchase Right shall apply to the new securities or other property (including money paid other than as a regular cash dividend) issued in exchange for the Restricted Shares in consummation of the Corporate Transaction. Appropriate adjustments shall be made to the price per share payable upon exercise of the Repurchase Right to reflect the effect of the Corporate Transaction upon the Company's capital structure; provided, however, that the aggregate purchase price payable under the Repurchase Right shall remain the same. 7. GENERAL PROVISIONS ------------------ A. Under no circumstances shall shares of common stock or other assets be issued or delivered to the Participant pursuant to the provisions of this agreement unless and until, in the opinion of counsel for the Company or its successors, there shall have been compliance with all applicable requirements of the federal securities law, all applicable listing requirements of any securities exchange on which stock of the same class is then listed, and all other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery. B. The rights of the Participant to acquire common stock or other assets pursuant to the provisions of this agreement may not be assigned, encumbered or otherwise transferred by him until the shares or other assets are no longer restricted in accordance with this agreement. C. This agreement and the purchase and sale of the Shares evidenced herein are made pursuant to the provisions of the Company's 1994 Stock Incentive Plan and are in all respects limited by and subject to the provisions of the Plan. D. Neither the action of the Company in establishing the 1994 Stock Incentive Plan, nor any action taken thereunder, nor any provision of the 1994 Stock Incentive Plan or this agreement shall be construed so as to grant the Participant any right to remain in the Service of the Company or its subsidiaries for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or its subsidiaries or the Participant, which rights are hereby expressly reserved by each, to terminate the Participant's Service at any time for any reason whatsoever, with or without cause. E. This agreement shall be governed by, and construed in accordance with, the laws of the State of California. AMDAHL CORPORATION By ----------------------- Anthony M. Pozos Senior Vice President Human Resources and Corporate Services ---------------------- Participant Signature E. Joseph Zemke ---------------------- Participant Printed Name ADDENDUM TO RESTRICTED STOCK PURCHASE AGREEMENT There is hereby incorporated into that certain Restricted Stock Purchase Agreement dated February 7, 1996 (the "Agreement") by and between Amdahl Corporation (the "Company") and E. Joseph Zemke (the "Employee") the special tax election provisions specified below, effective immediately. All capitalized terms in this Addendum shall have the meanings assigned to such terms in the Agreement. SPECIAL TAX ELECTIONS A. Stock Withholding. The Employee is hereby granted the election to have the Company withhold, as and when the Employee vests in the purchased shares of Amdahl Corporation common stock ("common stock") a portion of those vested shares with an aggregate fair market value equal to the designated percentage (any multiple of 5 percent up to 100 percent as specified by the Employee) of the applicable Federal, Sate and local income, employment and other tax withholding liabilities incurred by the Employee in connection with the vesting of those shares (collectively the "Withholding Taxes"). Such election shall only be exercisable in the event the employee does not otherwise make an Internal Revenue Code Section 83(b) election to be taxed on the purchased shares of common stock at the time of initial issuance to him under the Agreement. Any such exercise of the election must be effected in accordance with the following terms and conditions: (i) The election must be made on or before the date the amount of the Withholding Taxes incurred by the Employee in connection with the vesting of the purchased shares is determined (the "Tax Determination Date"). (ii) The election shall be irrevocable. (iii) The election shall be subject to the approval of the Restricted Stock Plan Administrator, and none of the purchased shares shall be withheld in satisfaction of the Withholding Taxes incurred in connection with the vesting of such shares, except to the extent the election is approved by the Restricted Stock Plan Administrator. (iv) The vested shares withheld pursuant to the election shall be valued at the mean of the lowest and highest selling prices per share of common stock on the Tax Determination Date on the principal exchange on which the common stock is then listed or admitted to trading, as such prices are officially quoted by the composite tape of transactions on such exchange. If there are no reported sales of common stock on the principal exchange on such date, then the mean of the lowest and highest selling prices on such exchange on the next preceding day for which there do exist such quotations shall be determinative of the value of the withheld shares. (v) In no event may the value of the shares of common stock requested to be withheld exceed the dollar amount of the Withholding Taxes incurred in connection with the vesting of the purchased shares. If the stock withholding election is made by the Employee at a time when such individual is an officer or director of the Company subject to the short-swing profit restrictions of Section 16(b) of the Securities Exchange Act of 1934, then the following limitations, in addition to the preceding provisions, shall also be applicable: (i) The election shall not become effective at any time prior to the expiration of the six (6) month period measured from the grant date of the stock withholding election evidenced by this Addendum, and none of the purchased shares of common stock shall accordingly be withheld in connection with any Tax Determination Date which occurs before the expiration of such six (6) month period. (ii) The stock withholding election must be made in accordance within the following limitations: - Such election must be made at least six (6) months before the Tax Determination Date, or - Such election must be exercised in the quarterly "window" period in which or immediately prior to which the Tax Determination Date occurs. Quarterly window periods shall begin on the third (3rd) business day following the date of public release of each quarterly or annual statement of the Company's sales and earnings and end on the earlier of the twelfth (12th) business day following such release date or the Tax Determination Date. (iii) The six (6) month periods specified in clauses (i) and (ii) shall not be applicable in the event of the Employee's death or disability. B. Stock Delivery. The Employee is hereby granted the election to deliver to the Company, as and when the Employee vests in the shares of common stock purchased under the Agreement, other shares of the Company's common stock, previously acquired by such individual (other than as part of the common stock purchase to which the election relates) and held as fully- vested shares, with an aggregate Fair Market Value equal to the designated percentage (any multiple of 5 percent up to 100 percent as specified by the Employee) of the Withholding Taxes incurred by the Employee in connection with the vesting of the purchased shares. Such election shall only be exercisable in the event the Employee does not otherwise make an Internal Revenue Code Section 83(b) election to be taxed on the purchased shares of common stock at the time of initial issuance to him under the Agreement. Any such exercise of the election must be effected in accordance with the following terms and conditions: (i) The election must be made on or before the date the amount of the Withholding Taxes incurred in connection with the vesting of the purchased shares of common stock is determined (the "Tax Determination Date"). (ii) The election shall be irrevocable. (iii) The election shall be subject to the approval of the Restricted Stock Plan Administrator, and none of the delivered shares shall be accepted in satisfaction of the Withholding Taxes, except to the extent the election is approved by the Restricted Stock Plan Administrator. However, the Restricted Stock Plan Administrator has pre-approved any and all stock delivery elections made by the Employee in accordance with the provisions of this Addendum, provided such election relates to Withholding Taxes incurred on one or more Tax Determination Dates occurring after the effective date of this Addendum. Such pre-approval may be revoked at any time by the Restricted Stock Plan Administrator with respect to any stock delivery elections made after the Employee is notified of such revocation. (iv) The delivered shares shall be valued at the mean of the lowest and highest selling prices per share of common stock on the Tax Determination Date on the principal exchange on which the common stock is then listed or admitted to trading, as such prices are officially quoted by the composite tape of transactions on such exchange. If there are no reported sales of common stock on the principal exchange on such date, then the mean of the lowest and highest selling prices on such exchange on the next preceding day for which there do exist such quotations shall be determinative of the value of the delivered shares. (v) In no event may the value of the delivered shares exceed the dollar amount of the Withholding Taxes incurred in connection with the vesting of the purchased shares. No additional restrictions or limitations shall be applicable to any stock delivery election made by the Employee, whether or not such individual is at the time an officer or director of the Company subject to the short-swing profit restrictions of Section 16(b) of the Securities Exchange Act of 1934. Except for the special tax elections provided herein, nothing in this Addendum shall affect or otherwise modify the existing terms and provisions of the Agreement. IN WITNESS WHEREOF, Amdahl Corporation and the Employee have executed this Addendum on February 7, 1996. AMDAHL CORPORATION By --------------------------------- Patricia A. Boepple Assistant Corporate Secretary ---------------------------------- Employee Signature E. Joseph Zemke ---------------------- Employee Printed Name EX-10.E 7 Exhibit 10(e) AMDAHL CORPORATION NOTICE OF GRANT OF STOCK OPTION AND GRANT AGREEMENT Optionee: Employee ID: Department No: You have been granted an option under the Amdahl Corporation 1994 Stock Incentive Plan to acquire Amdahl Corporation common stock, par value of $.05 per share, as follows: Grant Date: February 7, 1996 Option price per share (FMV at grant date): $7.9375 Total number of shares of common stock granted: 40,000 (Collectively the "Option") Your schedule and term of exercisability for this stock option grant is as follows: May be Must be Number Exercised On Exercised of Shares or After Before - --------- ------------ --------- 10,000 02/07/97 02/06/11 10,000 02/07/98 02/06/11 10,000 02/07/99 02/06/11 10,000 02/07/00 02/06/11 Optionee hereby agrees that the Option to acquire shares of Amdahl Corporation common stock, par value of $.05 per share, is granted pursuant to and in accordance with the terms of the Amdahl Corporation 1994 Stock Incentive Plan (the "1994 Plan") and the Stock Option Agreement (such Stock Option Agreement being attached hereto as Exhibit A)(the "Agreement"), both of which are incorporated herein and made an integral part of the agreement. Optionee further acknowledges receipt of the Amdahl Corporation Prospectus covering shares issuable under the 1994 Plan and a copy of the current Amdahl Corporation Annual Report to Stockholders. Dated: OPTIONEE: ----------------------- AMDAHL CORPORATION By: Anthony M. Pozos Senior Vice President Human Resources & Corporate Services Exhibit A AMDAHL CORPORATION STOCK OPTION AGREEMENT WITNESSETH: RECITALS A. The Corporation's Board of Directors (the "Board") has adopted, and the stockholders have approved, the Corporation's 1994 Stock Incentive Plan (the "Plan") for the purpose of attracting and retaining the services of key employees (including officers and directors), non-employee Board members and consultants and other independent advisors. B. Optionee is an individual who is to render valuable services to the Corporation or one or more parent or subsidiary corporations, and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the grant of a stock option to purchase shares of the Corporation's common stock ("Common Stock") under the Plan. NOW, THEREFORE, it is hereby agreed as follows: 1. GRANT OF OPTION. Subject to and upon the terms and conditions set forth in this Agreement, the Corporation hereby grants to Optionee, as of the grant date (the "Grant Date") specified in the accompanying Notice of Grant of Stock Option (the "Grant Notice"), a stock option to purchase up to that number of shares of the Corporation's Common Stock (the "Option Shares") as is specified in the Grant Notice. Such Option Shares shall be purchasable from time to time during the option term at the exercise price (the "Exercise Price") specified in the Grant Notice. 2. OPTION TERM. This option shall expire at the close of business on the expiration date (the "Expiration Date") specified in the Grant Notice, unless sooner terminated in accordance with the provisions of this Agreement. 3. LIMITED TRANSFERABILITY. This option shall be exercisable only by Optionee during Optionee's lifetime and shall not be transferable or assignable by Optionee other than by will or by the laws of descent and distribution following Optionee's death. 4. EXERCISABILITY. This option shall become exercisable for the Option Shares in accordance with the installment schedule specified in the Grant Notice. As the option becomes exercisable for one or more installments, those installments shall accumulate, and the option shall remain exercisable for the accumulated installments until the Expiration Date or sooner termination of this option in accordance with the provisions of this Agreement. In no event shall this option become exercisable for any additional Option Shares following Optionee's cessation of Service. 5. CESSATION OF SERVICE. This option shall terminate prior to the Expiration Date in accordance with the following provisions: a. This option shall immediately terminate and cease to remain outstanding for any Option Shares for which it is not exercisable at the time of Optionee's cessation of Service. b. Should Optionee cease Service for any reason other than death, permanent disability or retirement while this option remains outstanding, then Optionee shall have a three (3)-month period measured from the date of such cessation of Service in which to exercise this option for any or all of the Option Shares for which this option is exercisable at the time of such cessation of Service. In no event, however, may this option be exercised at any time after the specified Expiration Date of the option term. Upon the expiration of such three (3)-month period or (if earlier) upon the specified Expiration Date of the option term, this option shall terminate and cease to remain outstanding. c. Should Optionee die while in Service or within three (3) months after cessation of Service, then the personal representative of Optionee's estate or the person or persons to whom this option is transferred pursuant to Optionee's will or in accordance with the laws of descent and distribution shall have the right to exercise the option for any or all of the Option Shares for which this option is exercisable at the time of Optionee's cessation of Service. Such right shall lapse, and this option shall terminate and cease to remain outstanding, upon the earlier of (i) the expiration of the twelve (12)-month period measured from the date of Optionee's death or (ii) the Expiration Date. d. Should Optionee cease Service by reason of permanent disability while this option is outstanding, then Optionee shall have a period of twelve (12) months (commencing with the date of such cessation of Service) during which to exercise this option for any or all of the Option Shares for which this option is exercisable at the time of such cessation of Service, but in no event shall this option be exercisable at any time after the Expiration Date. Upon the expiration of such twelve (12)-month period or (if earlier) upon the Expiration Date, this option shall terminate and cease to remain outstanding. e. Should Optionee cease Service by reason of retirement at a time when this option is outstanding, then this option shall continue to remain outstanding until the Expiration Date, if not sooner terminated upon a Corporate Transaction, and may be exercised during such period for any or all of the Option Shares for which this option is exercisable at the time of such cessation of Service, f. During the applicable period of post-Service exercisability under subparagraphs b. through e. above, this option may not be exercised in the aggregate for more than the number of Option Shares (if any) for which this option is, at the time of Optionee's cessation of Service, exercisable in accordance with either the normal exercise provisions specified in the Grant Notice or the special acceleration provisions of Paragraph 6 of this Agreement. g. Upon the termination of Optionee's Service for Misconduct, this option shall terminate immediately and cease to remain outstanding. h. For purposes of this Agreement, the following definitions shall be in effect: Optionee shall be deemed to remain in Service for so long as such individual provides services on a periodic basis to the Corporation or any subsidiary in the capacity of an Employee, a non-employee member of the Board or an independent consultant or advisor. Optionee shall be considered to be an Employee for so long as such individual performs services while in the employ of the Corporation or any subsidiary, subject to the control and direction of the employer entity not only as to the work to be performed but also as to the manner and method of performance. Optionee shall be deemed to be permanently disabled and to have incurred a permanent disability if Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more. Optionee shall be deemed to have terminated Service by reason of retirement if such termination occurs after Optionee's attainment of age sixty (60) and completion of fifteen (15) years of Service. Misconduct means the commission of any act of fraud, embezzlement or dishonesty by the Optionee, any unauthorized use or disclosure by such individual of confidential information or trade secrets of the Corporation or its subsidiaries, or any other intentional misconduct by such individual adversely affecting the business or affairs of the Corporation in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Corporation or any Subsidiary may consider as grounds for the dismissal or discharge of the Optionee or other individual in the Service of the Corporation. A corporation shall be deemed to be a subsidiary of the Corporation in accordance with the applicable provisions of the Plan. 6. CORPORATE TRANSACTION. a. In the event of any of the following stockholder-approved transactions to which the Corporation is a party (a "Corporate Transaction"): (1) a merger or consolidation in which the Corporation is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Corporation is incorporated; (2) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete liquidation or dissolution of the Corporation; or (3) any reverse merger in which the Corporation is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger, this option, to the extent outstanding at such time but not otherwise exercisable, shall automatically accelerate so that such option shall, immediately prior to the specified effective date for the Corporate Transaction, become fully exercisable for all the Option Shares at the time subject to such option and may be exercised for all or any portion of such shares. No such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in connection with the Corporate Transaction, either to be assumed by the successor corporation or parent thereof or to be replaced with a comparable option to purchase shares of the capital stock of the successor corporation or parent thereof or (ii) such option is to be replaced with a cash incentive program of the successor corporation which preserves the option spread existing at the time of the Corporate Transaction (the excess of the Fair Market Value of the Option Shares at the time subject to this option over the aggregate Exercise Price payable for such shares) and provides for subsequent pay-out in accordance with the same vesting schedule in effect for the option pursuant to the option exercise schedule set forth in the Grant Notice. The determination of option comparability under clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding and conclusive. b. The portion of this option accelerated in connection with any Corporate Transaction shall remain exercisable as an incentive stock option under the Federal tax laws (if the option is designated as such in the Grant Notice) only to the extent the applicable dollar limitation on the initial exercisability of such option is not exceeded in the calendar year of the Corporate Transaction. To the extent such dollar limitation is exceeded, the accelerated portion of this option shall be exercisable as a non-statutory option under the Federal tax laws. c. This option, to the extent not previously exercised, shall terminate immediately after the consummation of such Corporate Transaction and cease to remain outstanding, except to the extent assumed by the successor corporation or parent thereof. d. This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 7. ADJUSTMENT IN OPTION SHARES. a. In the event any change is made to the Common Stock issuable under the Plan by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class effected without the Corporation's receipt of consideration, the Plan Administrator shall make appropriate adjustments to (i) the number and/or class of securities subject to this option and (ii) the Exercise Price payable per share in order to prevent any dilution or enlargement of rights and benefits hereunder. Such adjustments shall be final, binding and conclusive. b. If this option is to be assumed in connection with any Corporate Transaction or is otherwise to continue outstanding, then this option shall, immediately after such Corporate Transaction, be appropriately adjusted to apply and pertain to the number and class of securities which would have been issued to Optionee in the consummation of such Corporate Transaction had the option been exercised immediately prior to such Corporate Transaction. Appropriate adjustments shall also be made to the Exercise Price payable per share, provided the aggregate Exercise Price payable hereunder shall remain the same. 8. PRIVILEGE OF STOCK OWNERSHIP. The holder of this option shall not have any stockholder rights with respect to the Option Shares until such individual shall have exercised the option and paid the Exercise Price for the purchased Option Shares. 9. MANNER OF EXERCISING OPTION. a. In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or in the case of exercise after Optionee's death, Optionee's executor, administrator, heir or legatee, as the case may be) must take the following actions: (1) Deliver to the Corporate Secretary of the Corporation an executed notice of exercise in substantially the form of Exhibit I to this Agreement (the "Exercise Notice") in which there is specified the number of Option Shares which are to be purchased under the exercised option. (2) Pay the aggregate Exercise Price for the purchased shares through one or more of the following alternatives: (a) full payment in cash or by check made payable to the Corporation's order; (b) full payment in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date (as such term is defined below); (c) full payment through a combination of shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date and cash or check payable to the Corporation's order; or (d) full payment effected through a broker-dealer sale and remittance procedure pursuant to which Optionee shall provide concurrent irrevocable written instructions (i) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld in connection with such purchase and (ii) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale transaction. (3) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. b. For purposes of this Agreement, the Exercise Date shall be the date on which the executed Exercise Notice shall have been delivered to the Corporation. Except to the extent the sale and remittance procedure specified above is utilized in connection with the option exercise, payment of the Exercise Price for the purchased shares must accompany such Exercise Notice. c. For all valuation purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date shall be the mean between the highest and lowest selling prices per share on the date in question on the principal exchange on which the Common Stock is then listed or admitted to trading, as the prices are officially quoted by the composite tape of transactions on such exchange. If there are no reported sales of the Common Stock on the date in question, then the Fair Market Value shall be the mean between the highest and lowest selling prices on the last previous date for which quotations exist. d. As soon as practical after receipt of the Exercise Notice, the Corporation shall mail or deliver to or on behalf of Optionee (or any other person or persons exercising this option in accordance herewith) a certificate or certificates representing the purchased Option Shares. e. In no event may this option be exercised for any fractional share. 10. GOVERNING LAW. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of California without resort to that State's conflict-of-laws provisions. 11. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of this option and the issuance of Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any securities exchange on which shares of the Corporation's Common Stock may be listed at the time of such exercise and issuance. 12. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs and legal representatives of Optionee and the successors and assigns of the Corporation. 13. LIABILITY OF CORPORATION. a. If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares which may without shareholder approval be issued under the Plan, then this option shall be void with respect to such excess shares unless shareholder approval of an amendment sufficiently increasing the number of shares issuable under the Plan is obtained in accordance with the applicable provisions of the Plan. b. The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation shall use its best efforts to obtain all such approvals. 14. NO EMPLOYMENT/SERVICE CONTRACT. Nothing in this Agreement or in the Plan shall confer upon Optionee any right to continue in the Service of the Corporation (or any subsidiary employing or retaining Optionee) for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any such subsidiary) or Optionee, which rights are hereby expressly reserved by each party, to terminate Optionee's Service at any time for any reason whatsoever, with or without cause. 15. NOTICES. Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation in care of the Corporate Secretary at the Corporation's principal offices at 1250 East Arques Avenue, Sunnyvale, California 94088. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated on the Grant Notice. All notices shall be deemed to have been given or delivered upon personal delivery or upon deposit in the U.S. mail, by registered or certified mail, postage prepaid and properly addressed to the party to be notified. 16. CONSTRUCTION. This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the express terms and provisions of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in this option. 17. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE STOCK OPTION. In the event this option is designated an incentive stock option in the Grant Notice, the following terms and conditions shall also apply to the grant: a. This option shall cease to qualify for favorable tax treatment as an incentive stock option under the Federal tax laws if (and to the extent) this option is exercised for one or more Option Shares: (i) more than three (3) months after the date Optionee ceases to be an Employee for any reason other than death or permanent disability or (ii) more than one (1) year after the date Optionee ceases to be an Employee by reason of permanent disability. b. If this option is to become exercisable in a series of installments as indicated in the Grant Notice, no such installment shall qualify for favorable tax treatment as an incentive stock option under the Federal tax laws if (and to the extent) the aggregate Fair Market Value (determined at the Grant Date) of the shares of the Corporation's Common Stock for which such installment first becomes exercisable hereunder will, when added to the aggregate value (determined as of the respective date or dates of grant) of the Common Stock or other securities for which this option or one or more other incentive stock options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any parent or subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the number of shares of Common Stock for which this option first becomes exercisable in any calendar year exceed the applicable One Hundred Thousand Dollar ($100,000) limitation, the option may nevertheless be exercised for those excess shares in such calendar year as a non-statutory option. c. Should the exercisability of this option be accelerated upon a Corporate Transaction, then this option shall qualify for favorable tax treatment as an incentive stock option under the Federal tax laws only to the extent the aggregate Fair Market Value (determined at the Grant Date) of the number of shares of the Corporation's Common Stock for which this option first becomes exercisable in the calendar year in which the Corporate Transaction occurs does not, when added to the aggregate value (determined as of the respective date or dates of grant) of the shares of Common Stock or other securities for which this option or one or more other incentive stock options granted to Optionee prior to the Grant Date (whether under the Plan or any other option plan of the Corporation or any parent or subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the number of shares of Common Stock for which this option first becomes exercisable in the calendar year of such Corporate Transaction exceed the applicable One Hundred Thousand Dollar ($100,000) limitation, the option may nevertheless be exercised for the excess shares in such calendar year as a non-statutory option. d. Should Optionee hold, in addition to this option, one or more other options to purchase shares of the Corporation's Common Stock which become exercisable for the first time in the same calendar year as this option, then the foregoing limitations on the exercisability of such options as incentive stock options under the Federal tax laws shall be applied on the basis of the order in which such options are granted. e. To the extent this option should fail to qualify for incentive stock option treatment under the Federal tax laws, Optionee shall recognize compensation income at the time the option is exercised in an amount equal to the Fair Market Value of the purchased Option Shares less the aggregate Exercise Price paid for those shares, and Optionee must make appropriate arrangements with the Corporation or any parent or subsidiary employing Optionee for the satisfaction of all Federal, state or local income and employment tax withholding requirements applicable to such compensation income. 18. ADDITIONAL TERMS APPLICABLE TO A NON-STATUTORY STOCK OPTION. In the event this option is designated a non- statutory stock option in the Grant Notice, Optionee shall make appropriate arrangements with the Corporation or any parent or subsidiary employing Optionee for the satisfaction of all Federal, state or local income and employment tax withholding requirements applicable to the exercise of this option. EXHIBIT I NOTICE OF EXERCISE OF STOCK OPTION I hereby notify Amdahl Corporation (the "Corporation") that I elect to purchase shares of the -------------------- Corporation's Common Stock (the "Purchased Shares") at the option exercise price of $ per share (the "Exercise Price") ------ pursuant to that certain option (the "Option") granted to me under the Corporation's 1994 Stock Incentive Plan on ---------- , 19 to purchase up to shares - -------------------- --- ---------- of the Corporation's Common Stock. Concurrently with the delivery of this Exercise Notice to the Corporate Secretary of the Corporation, I shall hereby pay to the Corporation the Exercise Price for the Purchased Shares in accordance with the provisions of my agreement with the Corporation evidencing the Option and shall deliver whatever additional documents may be required by such agreement as a condition for exercise. Alternatively, I may utilize the special broker-dealer sale and remittance procedure specified in my agreement to effect the payment of the Exercise Price for the Purchased Shares. Date: , 19 ------------------ --- Optionee: ------------------------ Address: ------------------------ ------------------------ Print name in exact manner it is to appear on the stock certificate: -------------------- Address to which certificate is to be sent, if different from address above: --------------------- --------------------- Social Security Number: --------------------- EX-27 8
5 1,000 3-MOS DEC-27-1996 MAR-29-1996 172,518 390,279 274,693 0 270,680 1,192,320 1,027,696 746,811 1,609,016 625,262 0 0 0 5,991 886,134 1,609,016 94,464 317,028 85,584 244,446 126,916 0 2,216 (48,154) (9,631) (38,523) 0 0 0 (38,523) 0 (.32)
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