Employment Agreement - Dell Computer Corp. and Morton Topfer
AGREEMENT
This AGREEMENT dated June 1, 1994, by and between Dell Computer Corporation,
acting for itself and all of its majority-owned subsidiaries (hereinafter
collectively referred to as "DELL"), and Morton Topfer ("MT").
WHEREAS, MT will enter a relationship with DELL as an employee and officer,
effective on or about June 1, 1994; and
WHEREAS, MT will leave a secure relationship with a former employer to join
DELL; and
WHEREAS, both parties desire to provide for the unlikely, but possible, event
that, through no fault of either party, the relationship between MT and DELL
may not be successful;
NOW, THEREFORE, MT and DELL agree as follows:
1. If MT's employment with DELL terminates on or before June 1, 1996, for any
reason other than (a) termination "for cause" as determined in writing by
DELL's CEO or Board of Directors, or (b) voluntary resignation by MT, then DELL
shall pay to MT the gross amount of $37,500.00 per month as a continuation of
MT's salary, for a period of 12 months from the date that MT's employment with
DELL so terminates. Payment shall be made by checks, mailed to MT at his home
address as shown on DELL's records (or at another address of which MT shall
notify DELL in writing) on the 15th day and the final business day of each
month for which salary continuance is applicable. Each payment will be subject
to all reductions required by law to include withholding tax, payroll tax, FICA
and other legally required amounts.
2. Notwithstanding the previous paragraph, the salary continuation payments
set forth above shall automatically terminate and expire as of the date that MT
enters into a permanent employment relationship with any third party; and MT
agrees to notify DELL in writing promptly upon agreeing with any third party to
enter into such a relationship, and to return to DELL the pro rata portion of
any such payments covering any period during which MT is so employed by any
third party. Non-payroll based temporary consulting projects shall not cause
the termination of such salary continuation payments.
3. MT agrees to execute and comply with the provisions of the "DELL COMPUTER
CORPORATION EMPLOYMENT AGREEMENT", a copy of which is attached hereto as
Exhibit A and incorporated as part of this Agreement as fully as if set forth
herein verbatim. In the event MT becomes entitled to salary continuation
payments pursuant to Section 1 above, such payments shall continue only so long
as MT continues to be in compliance with Exhibit A.
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4. This Agreement constitutes the complete and final agreement of the parties
with respect to its subject matter and supersedes any and all prior negotiations
and agreements, written or oral, of the parties with respect to its subject
matter.
5. No waiver of any provision of this Agreement is effective unless made in
writing. No waiver of any breach of any provision of this Agreement may be
deemed a waiver of any subsequent breach of the same provision or of a breach
of any other provision of this Agreement.
6. This Agreement may be modified only by a written agreement executed by both
parties.
7. This Agreement is governed by the laws of the State of Texas and the venue
for resolving any dispute hereunder shall be only in Travis County, Texas.
8. If any provision of this Agreement is held to be invalid, then the
provision is deemed to be null and void to the extent that it is held invalid,
but without invalidating the remaining provisions.
DELL COMPUTER CORPORATION MORTON TOPFER (MT)
By: /s/ SID FERRALES /s/ MORTON L. TOPFER
-------------------------- -------------------------
Title: V.P. - HR
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EXHIBIT A
DELL COMPUTER CORPORATION EMPLOYMENT AGREEMENT
I agree to the following terms regarding my employment or continued employment
by Dell Computer Corporation or a subsidiary (Dell Computer Corporation and its
subsidiaries are referred to separately or together as "Dell"). I enter into
this agreement in consideration of the salary, wages or benefits paid to me by
Dell. I understand that Dell agrees to employ me only on the condition that I
agree to honor and to be bound by the provisions of this Agreement.
1. I will devote my best efforts to performing well all duties that Dell may
assign to me from time to time. While I am a Dell employee, I will not work or
consult for a competitor of Dell.
2. My employment at Dell is not for any specified period of time. Either I or
Dell may terminate my employment at any time for any reason, with or without
cause. If I terminate my employment, to the extent I can, I will give Dell
sufficient notice to allow for an orderly transfer of my duties.
3. While I am a Dell employee, I will promptly disclose all Intellectual
Property to Dell. Intellectual Property includes each discovery, idea,
improvement or invention I create, conceive, develop or discover, alone or with
others, which relates to Dell's business or results from the use of Dell's
equipment, supplies, facilities or information. All Intellectual Property, in
whatever form, is Dell's property. I assign to Dell, without additional
compensation, all of my rights in Intellectual Property. I will assist Dell in
all ways in the future, including giving evidence and executing any documents
deemed helpful or necessary by Dell, to establish, perfect and register world
wide, at Dell's expense, Dell's title and exclusive ownership in Intellectual
Property, I will not do anything in conflict with Dell's rights in Intellectual
Property and will cooperate fully to protect Intellectual Property against
misappropriation or infringement.
4. I agree that Dell will be the copyright owner in all copyrightable works of
every kind and description created or developed by me, solely or jointly with
others, in connection with any employment with Dell. If requested to, and at
no further expense to Dell, I will execute in writing any acknowledgments or
assignments of copyright ownership of such works as may be appropriate for
preservation of the worldwide ownership in Dell of such copyrights.
5. I will not use, publish, misappropriate or disclose any Confidential
Information, during or after my employment, except as required in the
performance of my duties for Dell or a authorized in writing by Dell.
Confidential Information includes information I learn or originate during my
employment, including Intellectual Property, which is not publicly available or
readily ascertainable by proper means, and includes such information disclosed
by others in confidence to Dell. If I have doubts concerning whether
particular information is Confidential Information, I will promptly consult my
supervisor or Dell's Legal Department for guidance in advance.
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Confidential Information includes, but is not limited to, the information
described in sub-paragraphs A through D below.
A. Manufacturing and research processes currently in use, planned or under
development, including design rules, device characteristics, process flows,
manufacturing capabilities and yields; and computer product, process and
device strategies planned or under development, including device
specifications, system architectures, logic designs, circuit
implementations and long-range plans.
B. Software products in use, planned or under development, including operating
system adaptations or enhancements, language compilers, interpreters and
translators, system design and evaluation tools, and applications programs.
C. Information relating to Dell employees; actual and anticipated
relationships between Dell and other companies; sales levels, profit
levels, pricing and other unpublished financial data; and budget, staffing,
compensation, equipment and related plans.
D. Information relating to Dell's customer and vendor relationships. This
includes performance requirements, development and delivery schedules,
device and product pricing and quantities, and other information
communicated to Dell by customers or vendors.
6. I will not use in my work or disclose to Dell any confidential or
proprietary information of a third party unless Dell first receives written
authorization from the third party allowing the use or disclosure of such
information on terms acceptable to Dell. I will abide by restrictions imposed
on the disclosure and use of such third party information.
7. I further agree that my name, voice, picture and likeness may be used in
Dell's advertising, training aids and other materials without payment of
separate compensation to me.
8. When my employment with Dell ends, I will promptly deliver to a designated
Dell representative all originals and copies of all materials, documents and
property of Dell which are in my possession or control. I also will cooperate
in conducting exit interviews with a designated Dell representative. The
purpose of the exit interviews will be to review Confidential Information known
or possessed by me and to confirm Dell's rights regarding the protection of the
Confidential Information and the disclosre to Dell and its ownership of
Intellectual Property.
9. If I accept new employment within one year of leaving Dell's employ, I will
give written notice to the new employer of my obligations regarding
Confidential Information, including Intellectual Property.
10. After my employment with Dell ends, I will not do anything, or fail to do
something, that would, or might reasonably be expected to, compromise the
confidentiality of Confidential
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Information. In particular, I will not use Confidential Information for the
benefit or profit of myself, any future employer, or any other party, without
first obtaining Dell's consent in writing from an authorized Dell officer.
11. The laws of the State of Texas govern this agreement and all disputes will
be resolved in Travis County, Texas. This agreement may be changed only by a
written document signed by me and by an authorized Dell officer.
I HAVE CAREFULLY READ THIS AGREEMENT. I UNDERSTAND AND ACCEPT ITS TERMS. I
AGREE THAT I WILL CONTINUE TO BE BOUND BY THE PROVISIONS OF THIS AGREEMENT
AFTER MY EMPLOYMENT WITH DELL HAS ENDED.
EMPLOYEE SIGNATURE FOR DELL COMPUTER CORPORATION
___________________________ __________________________________
Michael S. Dell
___________________________
Print Employee Name
___________________________ __________________________________
Employee No. Witness for Dell Computer Corporation
___________________________ __________________________________
Date Date
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