Employment Agreement - AT&T Corp. and Robert Carpenter
[AT&T GLOBAL INFORMATION SOLUTIONS LETTERHEAD]
February 18, 1994
PERSONAL AND CONFIDENTIAL
Mr. Robert Carpenter
475 South Street
Morristown, NJ 07748
Dear Bob:
I am delighted to confirm our discussions regarding your assignment with Global
Information Solutions. This letter supersedes all prior oral and written
communications on this subject.
ASSUMPTION OF DUTIES: Effective March 1, 1994, you will assume the
position of Senior Vice President-World Wide Customer Services, located
in Dayton, Ohio coached directly by Jerre Stead, Chief Executive
Officer, Global Information Solutions Corporation. This position will be
a member of both the Quality Counsel and the Operating Committee at GIS.
ASSIGNMENT STATUS: Your assignment with Global Information Solutions is
considered an AT&T "Short-term Assignment(loan)." As such you shall
return to AT&T no later than three years from the beginning of your
assignment with Global Information Solutions. If you remain at Global
Information Solutions beyond the end (3 years) of this assignment, you
will be transferred (but not before March 3, 1997) to the Global
Information Solutions compensation and benefits plans per the procedures
in place at that time.
COMPENSATION AND BENEFITS: While on "Short Term Assignment," you will
continue on the AT&T payroll and as such your compensation and benefits
plans will be administered at AT&T by the Executive Human Resources
Group. Your benefits and Senior Manager perquisites will be the same as
similarly situated AT&T Network Systems Senior Managers. The expenses
associated with your AT&T compensation, benefit and perquisite programs
will be billed to Global Information Solutions.
ANNUAL BASE SALARY: Your initial base salary will be $293,000.
AT&T ANNUAL AND LONG TERM INCENTIVE PLANS: Administration of your annual
AT&T incentive award (APA/MA/UPA) compensation and the AT&T Long Term
Incentive Award Plan, will remain unchanged while on loan to Global
Information Solutions. The incentive opportunities are based on AT&T
wide measures except in the case of the MA and UPA. Your annual salary
increases as well as the MA and UPA will be predicated on Global
Information Solutions performance and your individual contribution to
that performance. Moreover for the purposes of calculations for salary,
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MA and UPA we will assume that you spent the entire year of 1994 at
Global Information Solutions. Your Global Information Solutions
performance will be measured on four performance criteria: (1) Associate
Delight, (2) Customer Delight, (3) Market Share (revenue) growth, (4)
and Share Owner Delight (VA). The Company cannot make any definitive
representations regarding the continuation of the APA/MA/UPA format or
the size of the individual awards under these plans. Your target
APA/MA/UPA awards will be those associated with your $293,000 AT&T
salary, i.e. $56,000, $38,000, and $56,000 respectively. Your 1994 Long
Term Incentive Awards are tied to the position rate of $244,000, i.e.
1,553 Performance Shares and 5,278 stock options. The terms and
conditions of these awards are the same as similarly situated AT&T
Network Systems Senior Managers. Global Information Solutions will
conduct your annual performance review in January of each year and
recommend annual incentive treatment to AT&T. AT&T will consider the
recommendation within the guidelines of their then current compensation
plans. The effective date for any annual salary and or incentive
treatment will be based on AT&T Salary Administration Guidelines.
Currently that date is January 1 of each year.
RELOCATION: Your move to Dayton will be under the provisions of the
AT&T Relocation Policy (outline attached).
It is agreed and understood that you will not talk about, write about or
otherwise disclose the terms or existence of this letter. You may, however,
discuss the contents of this letter with your spouse, legal and/or financial
counselor.
Nothing in this letter shall be deemed to negate any of your entitlements and
or obligations under your employment agreement dated March 3, 1992.
Bob, I feel the package we have developed for you is attractive and anticipates
the contribution you will make to Global Information Solutions. If you have any
questions, please call me.
If you agree with the foregoing, please sign this letter by February 14, 1994
in the space provided below and return the original executed copy to me.
Sincerely,
/s/ Richard F. Brenner
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Richard F. Brenner
Vice President, Human Resources
Acknowledged and
agreed to: /s/ R.R. Carpenter 3-1-94
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R.R. Carpenter Date
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EMPLOYMENT AGREEMENT
THIS AGREEMENT, dated as of March 2, 1992, by and between the American
Telephone and Telegraph Company, A New York Corporation with its headquarters at
32 Avenue of the Americas, New York, New York 10013 (hereinafter called the
"Company"), and Robert R. Carpenter (hereinafter called the "Employee").
WHEREAS the Employee was employed as a senior executive with another
company; and
WHEREAS the Employee has accepted employment with the Company; and
WHEREAS, the Company has assigned and appointed the Employee to a
Senior Management position as Vice President, Marketing and Customer Operations
in the Company's Network Systems Group;
NOW, therefore, for and in consideration of the promises and the mutual
agreements hereinafter contained, the Company and Employee do hereby agree as
follows:
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1. Employment. Subject to the provisions set forth elsewhere in
this Agreement, the Company hereby employs the Employee and the Employee hereby
accepts employment with the Company as a Senior Manager for the term set forth
in Section 2 of this Agreement. Employee represents and warrants that there are
no agreements or arrangements, whether written or oral, in effect which would
prevent him from rendering exclusive services to the Company during the term
hereof, and that he has not made and will not make any commitment, agreement or
arrangement, or do any act in conflict with this Agreement. Such employment
shall be upon the terms and conditions hereinafter contained.
2. Term of Agreement. The term of employment hereunder shall be at
the will of each party to this Agreement and subject to the terms and
conditions thereof commencing on March 2, 1992. Except as expressly set forth
herein, the Employee shall have no further rights or entitlements beyond the
terms of this Agreement, including but not limited to the right of continued
employment.
3. Employee's Compensation and Benefits. Except as otherwise
provided in this Agreement and as more fully set forth herein below, the
Employee shall be treated in the same manner as and be entitled to such
benefits and other perquisites and terms and conditions of employment as other
Senior Managers of the Company at a similar level and with comparable
responsibilities.
(a) Base Salary. The Company agrees to pay and the Employee
agrees to accept for services to be rendered hereunder and during the term of
this Agreement a base salary of not less than $225,000.00 per year, payable in
installments on a monthly or other periodic basis in accordance with the
prevailing payroll practices of the Company.
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(b) Perquisites. During the term of this Agreement, the Company shall
(i) provide the Employee with perquisites of employment as are commonly
provided to an Employee of the Company at a similar level and with comparable
responsibilities, and (ii) reimburse the Employee for reasonable and necessary
business expenses incurred in connection with his employment, in accordance
with employee business expense practices applicable to employees of the Company
at a similar level and with comparable responsibilities.
(c) Benefits. Subject to the terms and provisions of this Agreement,
the Employee shall be entitled to coverage under or benefits in accordance with
those employee and Senior Management benefit plans and programs (including the
AT&T Mid-Career Pension Plan) as are made available or which may subsequently
become applicable to other Senior Managers of the Company at comparable levels.
The Employee shall be entitled to five (5) weeks of annual vacation applicable
to 1992 and subsequent years. The Employee shall also be entitled to relocate
under the terms of the AT&T Management Relocation Plan.
(d) Incentive Plans. During the term of this Agreement, the Employee
will be eligible for consideration for both long and short term awards pursuant
to the terms of the Company's 1987 Long Term Incentive Program and short-term
annual incentive arrangements, respectively, (the "Incentive Plans") under the
terms of such Incentive Plans as are in effect from time to time. Short-term
annual incentives for AT&T Senior Managers currently take the form of AT&T
Performance Awards (APA) and Merit Awards (MA). Award levels under the APA
program are predicated on overall
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corporate performance and award levels under the MA program are determined by
individual and team contributions. The Company cannot make any definitive
representations regarding the continuation of the APA/MA incentive format, or
the size of Employee's APA and MA awards in any given year, if any. The
following information, however, will provide a frame of reference regarding the
potential size of Employee's annual incentive opportunity. Employee's 1992
Standard APA is $59,000 and Standard MA is $24,000. Actual APA and MA awards
paid to individual Senior Managers are determined with reference to such
Standard Awards. For example, the APA payouts for performance years 1988, 1989
and 1990 were 117%, 119.9% and 126.6%, respectively. Moreover, the 1992 APA
Award for a Senior Manager with a $59,000 Standard APA Award would be $70,688
(i.e. 119.81% of such Standard APA Award). A Senior Manager's actual MA is
determined by his/her supervisor. Although there are no specified minimum or
maximum amounts governing the size of such individual awards, the pool of funds
available for such awards in 1992 is limited to 41% of the sum of actual APA
awards made to each Senior Manager. Employee's actual 1992 APA and MA, if any,
will not be prorated to reflect partial service in such year.
The Company will award 1,881 Performance Shares to the Employee as of
the effective date of the Agreement under the Company's 1987 Long Term
Incentive Program covering the 1992-1994 performance period. In addition and
in accordance with the terms of this award, the Employee shall receive
quarterly Dividend Equivalents. Distributions of Long Term Performance Shares
will be in accordance with the applicable 1987 Long Term Incentive Program and
award provisions. Also, as of the effective date of this Agreement, 5,278 Stock
Options will be granted to the Employee under the Company's 1987 Long Term
Incentive Program.
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(e) Within thirty business days of his employment with the
Company, Employee will be provided a one-time lump sum hiring bonus of
$125,000. This hiring bonus will not be included in the base for calculating
any employee or Senior Management benefits.
(f) Successor Plans and Programs. In the event that after
the date of this Agreement the Company establishes any new, replacement or
additional pension, retirement, disability or annuity plans, programs or
practices of incentive compensation for Senior Managers of the Company at
comparable levels, the Employee shall also be eligible, at the Company's
discretion, for coverage under such pension, retirement, disability and
annuity plans, programs or incentive compensation practices in accordance
with the terms thereof.
4. Powers and Duties. The Employee shall devote his full time, interest
and abilities to the performance of duties under this Agreement, it being
understood in connection therewith that he may, in his discretion and subject
to not interfering with his duties and responsibilities hereunder, devote time
to civic, public and professional activities and may serve as a Director of
other business corporations not engaged in competition with the Company or any
subsidiary or affiliate of the Company; provided, however, that he shall not
accept directorships on more than three boards of other business corporations;
and provided, further, that for purposes of the immediately preceding clause,
directorships on the boards of two or more companies with at least 50% common
ownership shall count as a single company.
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5. Operation of Agreement. Notwithstanding any other term or provision
to the contrary, all rights, benefits and entitlements available under and in
accordance with the terms of this Agreement, except for those provided in
Section 7, are contingent and dependent upon the Employee maintaining and
continuing employment as a Senior Manager of the Company.
6. Restrictive Covenants.
(a) Competition. Notwithstanding any other provisions of this
Agreement, any and all payments (except those made from Company-sponsored Tax
Qualified Pension or Welfare Plans), benefits or other entitlements to which the
Employee may be eligible in accordance with the terms hereof, may be forfeited,
whether or not in pay status, at the discretion of the Company, if the Employee,
at any time without the consent of the Company is employed by, becomes
associated with, renders service to, or owns an interest in any business that is
competitive with the Company, any subsidiary or affiliate of the Company, or any
business in which the Company or any such subsidiary or affiliate has a
substantial interest (other than as a shareholder with a non-substantial
interest in such business), all as determined by the Company. Appendix A is a
copy of the Non-Competition Guideline.
(b) Confidentiality. The Employee agrees that he will not, at
any time during his employment pursuant to this Agreement or thereafter,
disclose or use any trade secret, proprietary or confidential information of
the Company or any subsidiary or affiliate of the Company, obtained during the
course of his employment, except as required in the course of such employment
or with the written permission of the Company or, as applicable, any subsidiary
or affiliate of the Company. Further, the Employee agrees not to disclose or
discuss the terms and provisions of this Agreement with anyone except for his
legal and financial advisors and members of his immediate family.
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The Employee agrees that at the time of the termination of his
employment with the Company, whether at the instance of the Employee or the
Company, and regardless of the reasons therefore, he will deliver to the
Company, and not keep or deliver to anyone else, any and all notes, files,
memoranda, papers and, in general, any and all physical matter containing
information, including any and all documents significant to the conduct of the
business of the Company or any subsidiary or affiliate of the Company, except
for any documents for which the Company or any subsidiary or affiliate of the
Company has given written consent to removal at the time of the termination
of the Employee's employment.
(c) Violation by the Employee of any of the provisions of this
Section 6 may result, at the discretion of the Company, in the cancellation of
all rights and entitlements of the Employee hereunder and shall give the Company
any other rights it may have under applicable law to restrict the use of any
information and/or documents and/or for the return of any such information
and/or documents.
7. Termination Provisions.
(a) If at any time during the period beginning from the
effective date of this Agreement and ending on March 1, 1997, Employee is
terminated by the Company for any reason other than Cause, the Employee will be
entitled to the greater of (1) $225,000 or (2) 100% of Employee's annual base
salary rate in effect as of the date of Employee's termination.
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(b) The Company may terminate the Employee for Cause after
written notice specifying the cause of such action shall have been given to
Employee by the Company. For purposes of this Agreement, Cause shall mean:
(i) Employee's breach of any of the terms of this
Agreement;
(ii) Employee's commission of act(s) or omission(s)
which have, have had, or are likely to have a
material adverse effect on the business, operations,
financial conditions or reputation of the Company,
its subsidiaries or affiliates;
(iii) Employee's conviction (including a plea of guilty
or nolo contendere) of a felony or any crime of
theft, dishonesty or moral turpitude;
(iv) Gross omission or gross dereliction of any statutory
or common law duty of loyalty to the Company.
(c) If the Employee terminates his employment with the Company
at any time for personal or other reasons or if Employee dies or is terminated
because of long-term disability or is terminated by the Company for Cause, as
specified in Section 7(b) hereinabove, he will be treated in the same manner as
any other Senior Manager of the Company without reference to any provision of
this Agreement.
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(d) Any payments made pursuant to this Section 7 are: (1)
subject to the provisions, restrictions and limitations of Section 6 above, (2)
payable in twelve (12) equal monthly installments commencing the month after
the month of termination and (3) subject to Employee signing a standard Release
and Agreement not to sue the Company then in use by the Company in connection
with terminated Senior Managers.
8. Dispute Resolution. At the option of the Employee or the Company,
any dispute, controversy, or question arising under, out of or relating to
this Contract or the breach thereof, shall be referred for decision by
arbitration in the State of New Jersey by a neutral arbitrator selected by the
parties hereto. The proceeding shall be governed by the Rules of the American
Arbitration Association then in effect or such rules last in effect (in the
event such Association is no longer in existence). If the parties are unable to
agree upon such a neutral arbitrator within thirty (30) days after each party
has given the other written notice of the desire to submit the dispute,
controversy or question for decision as aforesaid, then either party may apply
to the American Arbitration Association for the appointment of a neutral
arbitrator, or, if such Association is not then in existence or does not desire
to act in the matter, either party may apply to the Presiding Judge of the
Superior Court of any county in New Jersey for the appointment of a neutral
arbitrator to hear the parties and settle the dispute, controversy or
question, and such Judge is hereby authorized to make such appointment. In the
event that either party exercises the right to submit a dispute arising
hereunder to arbitration, the decision of the neutral arbitrator shall be
final, conclusive and binding on all interested persons and no action at law or
in equity shall be instituted or, if instituted, further prosecuted by either
party other than to enforce the award of the neutral arbitrator.
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In the event that the Employee is successful in pursuing any
claim or dispute arising out of this Contract, the Company shall pay all of the
Employee's attorneys' fees and costs, including the compensation and expenses
of any Arbitrator, unless (1) the Arbitrator, or any court in which litigation
is filed finds the Company to be without liability on material issues raised or
(2) the dispute or lawsuit is frivolous in nature. In any other case, the
Employee and the Company shall each bear all their own costs and attorney fees,
except that the Company shall pay the costs of any Arbitrator appointed
hereunder.
9. Assignment.
(a) Employee. This Agreement is a personal contract and the
rights and interests of the Employee hereunder may not be sold, transferred,
assigned, pledged or hypothecated by him.
(b) Company. This Agreement shall inure to the benefit of
and be binding upon the Company, its successors and assigns, including but not
limited to any subsidiary or affiliate of the Company to which the Employee
may be employed or assigned, by or with the consent of the Company. If the
Employee is assigned to or becomes employed by any subsidiary or affiliate of
the Company during the term of this Agreement, such subsidiary or affiliate
shall be considered to have been assigned all rights of the Company and
accepted all obligations of the Company hereunder.
10. Taxes. It is understood that all payments and benefits
provided under this Agreement are subject to withholding for applicable federal,
state and local income (or similar) taxes.
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11. Entire Agreement: Amendments. This Agreement comprises 12 pages and
12 Sections which represent the entire Agreement between Employee and the
Company in respect of the subject matter contained herein and supersedes all
prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written, by any officer, employee
or representative of any party hereto. No amendments or modifications to this
Agreement may be made except in writing signed by the Company, through its
authorized representative, and the Employee.
12. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of New Jersey without regard to Conflict
of Laws provisions.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
the Company has affixed its corporate seal as of the day and year first above
written.
Company:
By: /s/ H. W. Burlingame
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H. W. Burlingame
Date: 2/24/92
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Witnessed: /s/
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Date: 2-24-92
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Employee:
/s/ Robert R. Carpenter
---------------------------------
Robert R. Carpenter
Date: 3/2/92
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Witnessed: /s/
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Date: 3-2-92
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